Loading...
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 Page 1 of 8 100205 C)7 (? Paymentus 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 Master Services Agreement — Absorbed Confidential & Proprietary 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 Page 2 of 8 100205 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. Master Services Agreement — Absorbed Confidential & Proprietary Page 3 of 8 100205 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 Master Services Agreement — Absorbed Confidential & Proprietary Page 4 of 8 100205 Paymentus 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 Master Services Agreement - Absorbed 8 of 5 e Pag Confidential & Proprietary e 5 of 8 Paymentus 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. Master Services Agreement - Absorbed Confidential & Proprietary 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. Page 6 of 8 100205 Paymentus 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 Master Services Agreement - Absorbed Confidential & Proprietary 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. Page 7 of 8 100205 Paymentus 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, Master Services Agreement — Absorbed 8 of 8 e Pag Confidential & Proprietary e 8 of 8 Paymentus 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 Master Services Agreement — Absorbed Confidential 8 Proprietary 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 Page 9 of 8 100205 has been advised of or could the possibility of such damages. I' 4 Paymentus have foreseen The preceding mi anon does not apply to Paymentus indemnification obligations for which, the total liability shall not exceed $250,000. Master Services Agreement — Absorbed Confidential & Proprietary Page 10 of 8 Paymentus 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. Master Services Agreement — Absorbed Confidential & Proprietary 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. Page 11 of 8 Paymentus 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. Master Services Agreement -Absorbed Page 8 of 8 Confidential & Proprietary 100205