HomeMy WebLinkAboutPaymentus - Master Services Agreement 2016-2021Paymentus
MASTER SERVICES AGREEMENT
Client: I City of Pasco (WA)
Client Address:
Contact for Notices to Client: I Stephanie Brock
Estimated Yearly Bills / Invoices: 1250,000
This Master Services Agreement ("Master Agreement") is entered into as of the Effective Date below, by and
between the Client ("Client") identified above and Paymentus Corporation, a Delaware Corporation
("Paymentus").
WHEREAS Paymentus desires to provide and the Client desires to receive certain services under the terms and
conditions set forth in this Agreement. Paymentus provides electronic bill payment services to utilities,
municipalities, insurance and other businesses.
NOW, THEREFORE, inconsideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound, hereby covenant and agree as
follows. This Agreement consists of this signature page, General Terms and Conditions, and the attachments
("Attachments") with schedules ("Schedules") listed below:
Schedule A: Paymentus Service Fee Schedule
This Agreement represents the entire understanding between the parties hereto with respect to its subject matter
and supersedes all other written or oral agreements heretofore made by or on behalf of Paymentus or Client with
respect to the subject matter hereof and may be changed only by agreements in writing signed by the authorized
representatives of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives.
Client:
By:
Name: PC �G(C// e �4
Title: -e5
Date:
Master Services Agreement — Absorbed
Confidential & Proprietary
Paymentus:
By:
Name: Jerry Portocalis
Title: Senior Vice President
Date: March 17 2016
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GENERAL TERMS AND CONDITIONS
For the purposes of this Agreement, the
following terms and words shall have the meaning
ascribed to them, unless the context clearly
indicates otherwise.
1.1 "Agreement " or "Contract" shall refer to
this Agreement, as amended from time to time,
which shall constitute an authorization for the term of
this contract for Paymentus to be the exclusive
provider of services, stated herein, to the Client
1.2 "User" shall mean the users of the Client's
services
1.3 "Effective Date" shall be the last date upon
which the parties signed this Agreement. The
Agreement will not be effective against any party
until the said date
1.4 "Launch Date" shall be the date on which
Client launches this service to the Users
1.5 "Payment" shall mean Users to make
payments for Client's services or Client's bills
1.6 "Payment Amount" shall mean the bill
amount User wants to pay to the Client.
1.7 "Services" shall include the performance of
the Services outlined in section 2 of this Agreement
1.8 "Paymentus Authorized Processor" shall
mean a Paymentus authorized merchant account
provider and payment processing gateway
1.9 "Average Bill Amount" shall mean the total
amount of Payments collected through Paymentus
system in a given month divided by the number of
the Payments for the same month.
Description of Services to be Performed
2.1 Scope of Services
Paymentus shall provide Users the
opportunity to make Payments by Visa, MasterCard,
Discover, E -check and other payment methods as
deemed necessary by Paymentus. Payments may
be made by Interactive Telephone Voice Response
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System ("IVR") or secure Internet interface provided
at the Paymentus Corporation's web site or other
websites part of Paymentus' Instant Payment
Network ("Web Sites"), collectively referred to as the
("System" or "Platform").
2.2 Professionalism
Paymentus shall perform in a professional
manner all Services required to be performed under
this Agreement.
3.1 No Cost Installation
Paymentus will charge no fees related to the
initial setup and personalization of its standard
service for both Web and IVR interfaces.
3.2 Paymentus Service Fee
For each payment, Paymentus will charge a
Paymentus Service Fee as per Schedule A
(hereinafter called "Paymentus Service Fee").
For each payment, the Paymentus Service
Fee collected will be used to pay the corresponding
Credit Card transaction fees or transaction fees
associated with Debit Cards or eChecks (hereinafter
called "Transaction Fees") except for the return
items (eCheck returns or Credit/Debit Card
chargebacks).
A schedule of Paymentus Service Fee is attached
hereto as Schedule A. The Paymentus Service Fee is
based on the Average Bill Amount, current payment
method mix (credit vs debit vs e- check) and on the
assumption that the total number of payments and
the total Payment Amount collected each month from
the use of non -consumer cards shall be under 5% of
the total per month ("Fee Assumptions"). Client shall
be billed an additional Paymentus Service Fees
based on the rate of 3.5% of the Payment Amount for
any excess amount if the Fee Assumptions vary by
more than 5%. Paymentus can amend this schedule
upon 30 days prior written notice to the Client, if such
change is required due to changes in the Visa and
MasterCard regulations or changes in Credit Card
fees or changes in the Average Bill Amount or
changes in Fee Assumptions. Any changes in this
schedule must be directly proportional to the changes
in the Visa and MasterCard regulations or changes in
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Credit Card fees or changes in the Average Bill Paymentus
Amount or changes in Fee Assumptions, and such
proposed changes must be supported by
documentation of the reasons for the change.
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Paymentus
Payment Process
all specification required for
ina
4.1 Integration with Client's Billing System
At no cost to Client, Paymentus will develop
one (1) file format interface with Client's billing
system using Client's existing text file format
currently used to post payments to Client's billing
system. Client will be responsible to provide
Paymentus with the one file format specification and
will fully cooperate with Paymentus during the
development of the said interface. If Client chooses
to create an automated file integration process to
download the posting file, due to Paymentus security
requirements, Client will use Paymentus specified
integration process. Paymentus platform is an
independent full service fully hosted platform per
PCI -DSS requirements for a fully hosted solution. As
such, Paymentus platform does and can function
independent of any billing system integration. A
payment posting file can be emailed or downloaded
from Paymentus Agent Dashboard. If Client chooses
to have Paymentus platform integrated with its billing
system, Paymentus offers two options:
(i) Paymentus standard integration
specification that Client can use to integrate its
billing systems with Paymentus platform ("Standard
Integration"); (or)
(ii) Paymentus to either customize or
configure its platform to integrate with Client using
file specification or APIs supported by Client's billing
system ("Client Specific Integration")
If Client chooses Standard Integration,
Paymentus agrees to fully cooperate with Client and
provide its specification to Client. Paymentus also
agrees to participate in meetings with Client's
software vendor to provide any information or
clarifications needed to understand Standard
Integration. Time is of the essence and Paymentus
agrees to provide all integration/interface
specifications within 30 days from the Effective Date.
Client will take commercially reasonable steps to
develop the integration within 60 days from the date
on which Client has received all integration
specifications from Paymentus. Parties agree that if
Paymentus does not cooperate fully, it can lead to
Client being unable to perform its duties to deliver
the integration in time.
If Client chooses Client Specific Integration,
Paymentus agrees to develop such integration at no
cost to Client, provided however, Client agrees to
fully cooperate with Paymentus and agrees to
make a reasonable attempt to communicate with its
software vendors and request that they also fully
cooperate with Paymentus. Client agrees to provide
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Client specific integration. Client further agrees integrated
to participate in testing with Paymentus and if
needed, cause its billing software vendors to
participate in testing. Time is of the essence and
Client agrees to provide or make available all
integration/interface specifications within 30 days
from the Effective Date. Paymentus will take
commercially reasonable steps to develop the
integration within 60 days from the date on
which Paymentus has received all the integration
specifications from Client or its vendors. Parties
agree that if Client does not cooperate fully or is
unable to cause its software vendors to
cooperate fully with Paymentus, it can lead to
Paymentus being unable to perform its duties to
deliver the integration in time.
Based on Client's use of Paymentus
platform and respective modules selected under
this Agreement, Paymentus will require the
following integration points:
(i) For onetime Payment Module:
a. Customer Information - Text File
or Real-time
b. Payment Posting - Text File or
Real- time
(ii) For Recurring Payment Module
a. Text File
(iii) For E -billing Module
a. Billing Data - Text File or Real-time
link to billing data
(iv) For Outbound Notification
a. Audience File - Text File for
customer engagement messages
Each of these can be based on
Standard Integration or Client Specific Integration.
4.2 PCI Compliance
For PCI Compliance, Client has two
options for using Paymentus platform:
(i) Paymentus Fully Hosted Solution ;or
(ii) Any other configuration
To substantially reduce or eliminate any
PCI compliance risks and to render all Client
systems out of scope from PCI compliance
requirements, Client agrees to use Paymentus'
fully hosted service where Paymentus uses its
own platform to capture Payments and to
manage the entire (end to end) user experience
from all channels for Payment acceptance: Web,
Mobile, IVR, POS devices (per Paymentus
recommended setup), recurring payments, Ebill
Presentment ("Paymentus Fully Hosted
Solution"). If Client chooses any other
integration such as third party web pages
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with Paymentus APIs, third party gateway pages, or
its own IVR systems or POS solution not
recommended by Paymentus, or a cashiering
module from third party, Client expressly agrees that
Client shall not be exempt from PCI requirements
and shall be liable for any data breaches occurring
on its own systems as Client's recognizes that Client
systems are participating in the transactions and are
in scope for PCI compliance. Under such
circumstances, Paymentus shall not be responsible
for any PCI obligations outside of Paymentus own
platform and Paymentus expressly disclaims any
PCI or security obligations related to Client systems
or any third party systems that participate in the
payment transactions that are outside of Paymentus
Platform.
Paymentus highly recommends that Client
uses Paymentus Fully Hosted Solution to
substantially reduce its PCI compliance and data
breach risks.
If Client chooses to use any other option
other than Paymentus Fully Hosted Solution, Client
agrees and warrants that Client shall remain PCI
compliant throughout the term of this Agreement.
For clarity, just because Client uses PCI compliant
applications such as its billing software, it does not
eliminate the need for Client to be PCI compliant.
Per PCI requirements, if a party's systems
participate in processing, or accepting or storing
card transactions, such party is required to be PCI
compliant as the systems are in scope.
4.3 Explicit User Confirmation
Paymentus shall confirm the dollar amount
of all Payments to be charged to a Card and
electronically obtain the User approval of such
charges prior to initiating Card authorizations
transaction. Paymentus will provide User with
electronic confirmation of all transactions.
4.4 Merchant Account
Paymentus will arrange for the Client to
have a merchant account with the Paymentus
Authorized Processor for processing and settlement
of the credit card transactions.
4.5 Card Authorization
For authorization purposes, Paymentus will
electronically transmit all Card transactions to the
appropriate card associations in real time as the
transactions occur.
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4.6 Settlement
Paymentus together with its authorized Card
Processor shall forward the payment transactions to
the appropriate card organizations for settlement
directly to the Client's depository bank account
previously designated by the Client (hereinafter the
"Client Bank Account").
Paymentus will debit the Paymentus Service Fees
from Client's account on a monthly basis.
Paymentus together with Paymentus Authorized
Processor will continuously review its settlement and
direct debit processes for its simplicity and
efficiencies. Client and Paymentus agree to fully co-
operate with each other if Paymentus were to
change its settlement and invoicing processes.
5 General Conditions of Service
5.1 Service Reports
Paymentus shall provide Client with reports
summarizing use of the Services by Users for a
given reporting period.
5.2 User Adoption Communication by Client
Client will make Paymentus' Services
available to its residential and commercial Clients by
different means of Client communication including a)
through bills, invoices and other notices; b) by
providing IVR and Web payment details on the
Client's website including a "Pay Now" or similar link
on a mutually agreed prominent place on the web
site; c) through Client's general IVR/Phone system;
and d) other channels deemed appropriate by the
Client.
Paymentus shall provide Client with logos, graphics
and other marketing materials for Client's use in its
communications with its users regarding the
Services and/or Paymentus.
Both parties agree that Paymentus will be presented
as a payment method option. Client will
communicate Paymentus option to its end
residential and commercial Clients wherever Client
usually communicates its other payment methods.
5.3 Independent Contractor
Client and Paymentus agree and
understand that the relationship between both
parties is that of an independent contractor.
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5.4 Client's Responsibilities
In order for Paymentus to provide Services
outlined in this Agreement, the Client shall co-
operate with Paymentus by:
(i) Client will enter into all applicable merchant
Card or cash management agreements.
(ii) For the duration of this Agreement, Client will
keep a bill payment link connecting to Paymentus
System at a prominent and mutually agreed location
on the Client website. The phone number for the IVR
payment will also be added to the web site. Client
will also add the IVR payment option as part of the
Client's general phone system.
(iii) User Adoption marketing as described in 5.2.
(iv) Within 30 days of the merchant account
setup, Client will launch the service to the Users.
(v) For the purpose of providing Client a posting
file for posting to Client's billing system, Client will
provide the file format specification currently used to
Post its payments to the billing system. Client will
fully cooperate with Paymentus and provide the
information required to integrate with Client's billing
system.
This Agreement shall be governed by the
laws of the state of Delaware.
7.1 Authorized Representative
Each party shall designate an individual to
act as a representative for the respective party, with
the authority to transmit instructions and receive
information. The parties may from time to time
designate other individuals or change the
individuals.
7.2 Notices
All notices of any type hereunder shall be in
writing and shall be given by Certified Mail or by a
national courier or by hand delivery to an individual
authorized to receive mail for the below listed
individuals, all to the following individuals at the
following locations:
To Client
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C/O:
Address:
Email:
To Paymentus
C/O: President and CEO
Address: 13024 Ballantyne Corporate Place
Suite 450
Charlotte, NC 28277
Email: ceo()oavmentus com
Notices shall be declared to have been given or
received on the date the notice is physically received
if given by hand delivery, or if notices given by US
Post, then notice shall be deemed to have been
given upon on date said notice was deposited in the
mail addressed in the manner set forth above. Any
party hereto by giving notice in the manner set forth
herein may unilaterally change the name of the
person to whom notice is to be given or the address
at which the notice is to be received.
7.3 Interpretation
It is the intent of the parties that no portion of
this Agreement shall be interpreted more harshly
against either of the parties as the drafter.
7.4 Amendment of Agreement
Modifications or changes in this Agreement
must be in writing and executed by the parties
bound to this Agreement.
7.5 Severability
If a word, sentence or paragraph hereir
shall be declared illegal, unenforceable, or
unconstitutional, the said word, sentence or
paragraph shall be severed from this Agreement,
and this Agreement shall be read as if said word,
sentence or paragraph did not exist.
7.6 Dispute Resolution.
Should any dispute arise between the
parties as a result of the breach, interpretation, or
performance of this Agreement, venue shall be
placed in Franklin County, Washington, the laws of
the State of Washington shall apply. Except for
actions for injunctive relief or specific performance,
all other disputes shall be resolved by arbitration
Pursuant to RCW 7.04A, the Mandatory Rules of
Arbitration (MAR), with all parties waiving the right of
a jury trial upon de novo review, with the
substantially prevailing party being awarded its
reasonable attorney fees and costs against the other
as an additional judgment.
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7.7 Confidentiality
Client will not disclose to any third party
or use for any purpose inconsistent with this
Agreement any confidential or proprietary non-
public information it obtains during the term of this
Agreement about Paymentus' business,
operations, financial condition, technology,
systems, no -how,
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products, services, suppliers, Clients, marketing
data, plans, and models, and personnel. Paymentus
will not disclose to any third party or use for any
purpose inconsistent with this Agreement any
confidential User information it receives in
connection with its performance of the services.
7.6 Intellectual Property
In order that the Client may promote the
Services and Paymentus' role in providing the
Services, Paymentus grants to Client a revocable,
non-exclusive, royalty -free, license to use
Paymentus' logo and other service marks (the
"Paymentus Marks") for such purpose only. Client
does not have any right, title, license or interest,
express or implied in and to any object code,
software, hardware, trademarks, service mark, trade
name, formula, system, know-how, telephone
number, telephone line, domain name, URL,
copyright image, text, script (including, without
limitation, any script used by Paymentus on the IVR
or the WebSite) or other intellectual property right of
Paymentus ("Paymentus Intellectual Property"). All
Paymentus Marks, Paymentus Intellectual Property,
and the System and all rights therein (other than
rights expressly granted herein) and goodwill pertain
thereto belong exclusively to Paymentus.
7.7 Force Majeure
Paymentus will be excused from performing
the Services as contemplated by this Agreement to
the extent its performance is delayed, impaired or
rendered impossible by acts of God or other events
that are beyond Paymentus' reasonable control and
without its fault or judgment, including without
limitation, natural disasters, war, terrorist acts, riots,
acts of a governmental entity (in a sovereign or
contractual capacity), fire, storms, quarantine
restrictions, floods, explosions, labor strikes, labor
walk -outs, extra -ordinary losses utilities (including
telecommunications services), external computer
"hacker" attacks, and/or delays of common carrier.
7.8 Time of the Essence
Paymentus and Client acknowledge and
agree that time is of the essence for the completion
of the Services to be performed and each parties
respective obligations under this Agreement.
8.1 Paymentus Indemnification and Hold
Harmless
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Paymentus agrees to the fullest extent
permitted by law, to indemnify and hold harmless the
Client and its governing officials, agents, employees,
and attorneys (collectively, the "Client Indemnitees")
from and against all liabilities, demands, losses,
damages, costs or expenses (including reasonable
attorney's fees and costs), incurred by any Client
Indemnitee as a result or arising out of (i) the willful
misconduct or negligence of Paymentus in
performing the Services or (ii) a material breach by
Paymentus of its covenants.
8.2 Client Indemnification and Hold Harmless
Client agrees to the fullest extent permitted
by law, to indemnify and hold harmless Paymentus,
its affiliates, officers, directors, stockholders, agents,
employees, and representatives, (collectively, the
"Paymentus Indemnitees") from and against all
liabilities, demands, losses, damages, costs or
expenses (including without limitation reasonable
attorney's fees and expenses) incurred by any
Paymentus Indemnitee as a result or arising out of
the willful misconduct or negligence of Client
related to the Services or (ii) a material breach of
Client's covenants.
Likewise, Paymentus agrees to the fullest
extent permitted by law, to indemnify and hold
harmless Client, its affiliates, officers, directors,
stockholders, agents, employees, and
representatives, from and against all liabilities,
demands, losses, damages, costs or expenses
(including without limitation reasonable attorney's
fees and expenses) incurred by Client as a result or
arising out of (i) the willful misconduct or negligence
of Client related to the Services or (ii) a material
breach of Client's covenants.
8.3 Warranty Disclaimer
Except as expressly set forth in this
Agreement, Paymentus disclaims all other
representations or warranties, express or implied,
made to the Client or any other person, including
without limitation, any warranties regarding quality,
suitability, merchantability, fitness, for a particular
purpose or otherwise of any services or any good
provided incidental to the Services provided under
this Agreement.
8.4 Limitation of Liability
Notwithstanding the foregoing, the parties
agree that neither party shall be liable to the other
for any lost profits, lost savings or other special,
indirect or consequential damages even if the party
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has been advised of or could
the possibility of such damages.
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have foreseen
The preceding
mi anon does not apply to Paymentus
indemnification obligations for which, the total
liability shall not exceed $250,000.
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9.1 Term
The term of this Agreement shall commence on the
effective date of this Agreement and continue for a
period of 5 (five) years ('Initial Term") from the
Launch Date. Services under this Agreement shall
begin within 30 days of the merchant account setup.
At the end of the Initial Term, this Agreement will
automatically renew for successive three (3) year
periods unless either Client or Paymentus provide
the other party with not less than 90 (ninety) days
prior written notice before such automatic renewal
date that such party elects not to automatically
renew the term of this Agreement.
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9.2 Material Breach
A material breach of this Agreement shall be cured
within 30 (thirty) days ("Cure Period") after a
party notifies the other of such breach., unless such
breach is reasonably unable to be cured in 30 (thirty)
days, in which case party causing breach must
provide a reasonable time -frame in which breach will
be cured and have made documented attempts to
cure breach during the 30 (thirty) days. In the event,
such material breach has not been cured or no
attempt has been made to cure within the Cure
Period, the non -breaching party can terminate this
Agreement by providing the other party with a 30
(thirty) days notice.
9.3 Upon Termination
Upon termination of this Agreement, the parties
agree to cooperate with one another to ensure that
all Payments are accounted for and all refundable
transactions have been completed. Upon
termination, Paymentus shall cease all Services
being provided hereunder unless otherwise directed
by the Client in writing.
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Schedule A- Paymentus Service Fee Schedule
Paymentus Service Fee charged to the Client will be based on the following model:
Absorbed Fee Model
Absorbed Model
Average Bill Amount: $80.00
Paymentus Service Fee per qualified utility rate transaction
• Credit/Debit Card $2.00 (Visa, MasterCard , Discover utility Program
Rate)
• ACH/ eCheck $1.00
• EPA . $0.10 cents per transaction
• Ebill no cost
• Amex/ Non -utilities 2.75%
• Swipe Device $225.00 per device
Note: Maximum Amount per Payment is $300. Multiple payments can be made.
Paymentus may apply different limits per transactions for user adoption or to mitigate risks.
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