HomeMy WebLinkAboutAgr 2013-01-31 (GovTeller)GovTelllerT~1 Merchant Agreement
Agreement Terms and Conditions
This agreement (the "Agreement") is made by and between Convenient Payments LLC, DBA
GovTellerT11 (the "Company located at 48001 Fremont Blvd, Fremont, CA 94538 and
_0 L/--~- r-) Of' 1-1 b Ct r a t-, (the "Merchant") whose name and
address are shown on the Government Merchant ACH Processing Authorization Form attached to
this Agreement.
Purpose of Agreement. This Agreement provides for the Company's credit and debit
software (the "Software") that may reside in one, some or all of the following:
Terminal(s), a Website or an Interactive Voice Response (IVR) system, to be utilized by
Merchant's customers to effectuate electronic payments in person, online or over the
phone. In Terminal form the Software will be placed on premises (a "LocationI owned
or controlled by the Merchant. Each Terminal will be installed at the location, identified
on Exhibit A to this Agreement. Exhibit A will be amended each time an additional
Terminal(s) is provided to the Merchant. When offered online at a website or over the
phone in IVR format the Software will be available to the Merchant's customers through
servers maintained and customized for the Merchant by the Company. The Software
will have access to appropriate Debit, Credit and Public Access networks (the
"Networks") and third party processors (the "Processor") and a bank or banks (the
"Settlement Bank"), each of which will be selected by the Company. The Software will
calculate and add to the original sale transaction amount a service-fee or convenience-
fee that will be charged to the Merchant's customer. The Software will facilitate (at
Company's option) some or all of the following: the acceptance of PIN-based debit,
signature based debit, credit and stored value electronic transactions, the use of such
forms of electronic funds transfer as the Company may elect, including electronic
transfers from customers' bank, and the use of electronic checks, and the transfer of
funds received from the Settlement Bank to the Merchant's designated Merchant
Account (the "Merchant Account"). The providing by the Company of the Software and
access to the Networks, Processor and Settlement Bank is referred to in this Agreement
as the Service. The Merchant desires that the Company provide Service, and the
Company wishes to do so. The Merchant will indicate on agreement which aspects of
the Service, Terminal, Card Reader, Website and/or IVR, it is choosing to implement at
this time. The Service may be expanded by the Merchant upon written request to the
Company. The Software that is provided pursuant to this Agreement is licensed for use
by the Merchant and its customers, and is not sold. That license is revocable by the
Company at any time and will automatically terminate upon termination, or expiration of
this Agreement.
2. Obligations of Parties
Merchant may purchase POS equipment from the Company as described in
Exhibit G. Merchant will be invoiced by Company for any equipment purchased.
The Merchant will own the purchased equipment and during the term that this
Agreement is in effect, solely for use by Merchant in accordance with this
Agreement. Company may reprogram equipment software as required by the
Network or Settlement Bank during term of agreement and Merchant shall assist
the Company as and when necessary. The purchased equipment has a 1-year
warranty for reasonable wear and tear excepted, and Merchant will be
responsible for any repair or replacement of terminal to any damage to the
equipment made by Merchant.
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ii. Company will provide necessary links, phone numbers and code to enable the
Merchant to make the Software available to customers online using a customized
website or over the phone using a customized IVR system.
iii. Merchants that choose to offer the Service online or over the phone will be
responsible, with the Company's help and direction, for integration of links or
code to existing websites and/or phone systems. Merchants may choose to use
the Company's websites and or phone systems and the Company will provide
and allow for the use of Merchant's logos, trademarks and service marks.
iv. Company will make accessible to the Merchant a daily summary of all online,
terminal, card reader and phone transactions via Company provided website as
described in Exhibit F.
V. Merchant will be responsible for installation of equipment and interface (Ethernet,
wi-fi or dial-up; as designated by Company) and Company will provide
reasonable telephonic assistance to Merchant to enable it to do so. Merchant is
responsible for, and will provide, cabling and resources necessary for terminal(s)
interface to the Internet.
vi. Merchant is responsible for all damages to or loss of equipment, whether
resulting from theft, damage, and misuse or otherwise. If equipment is damaged,
lost or stolen, Merchant is responsible for the cost of repairing or replacing the
equipment.
vii. The Company is not responsible for any Network or Settlement Bank problems
experienced by the Merchant or a customer. However, Company will use
reasonable efforts to assist the Merchant to resolve such problems.
viii. Merchant shall immediately notify the Company if the Service ceases to function,
and the Company will make reasonable efforts to repair the Service promptly.
ix. Merchant shall honor only those PIN-based debit, signature based debit, credit,
stored value electronic cards, and electronic checks that are authorized by the
Company and listed on Exhibit B to this Agreement, as it may be amended by
the Company from time to time (each, a "Qualified Payment Option"). The
Merchant may not complete and Company shall not be liable for the settlement of
any transaction unless a Qualified Payment Option was used in connection with
such transaction and the financial institution issuing the Qualified Payment
Option provided an authorizing number for the transaction. Merchant may not
complete and Company shall not be liable for the settlement of any transaction
unless the Qualified Payment Option shall be swiped through the Company
provided equipment, electronically transacted on the Company provided website,
or through the Company provided IVR system and either (a) the customer shall
have entered his or her Personal Identification Number (PIN) or (b) the customer
shall have signed a receipt retained by the Merchant for face-to-face
transactions, or for online transactions the customer by checking "I Agree" at the
end of the online disclosure, or for IVR transactions have indicated by selecting
the option "I Agree" during the voice disclosure acknowledged to be bound by
each described terms and conditions. The Merchant agrees to implement the
retention and forwarding policy as further described in Exhibit E.
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Convenient Payments LLC, DBA GovTellerTM Merchant Agreement (rev. 11/12)
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Merchant will provide, pay for and allow Company access to all utility services
required for use of the equipment, including but not limited to electric service and
Internet.
A. Company will provide appropriate marketing materials and signage. Merchant
shall properly display all signs and static advertisement required to be displayed
by the applicable Networks. Merchant shall adequately display the proper
symbols, service marks and names on promotional materials to inform the public
that Merchant will honor Qualified Payment Options and that a consumer
service/convenience fee shall be charged.
xii. Company will see to it that a Visa or MasterCard member bank will settle
transactions and deposit via ACH the cardholder payments net of consumer
service/convenience fees for the processing Service. This net amount equals the
whole payment made by cardholder. Deposits are made within two (2) business
days after Merchant closes their batch.
xiii. Company will provide online access to Merchant for the purpose of auditing
transactions in real time. Access to this site is further described in Exhibit F.
xiv. Each party will use its best efforts to comply with all applicable federal, state and
local laws and with all regulations of the Network or Settlement Bank.
xv. Merchant is responsible for ordering, and maintaining adequate Terminal paper
supplies at all times. Company will provide necessary information for access for
direct ordering paper supplies.
3. Fees
Routing of Funds. The Company shall act on the Merchant's behalf with the third
party processor and the Visa and MasterCard member bank. As such (i) all
bankcard processing statements will be received by Company, but Merchant is
able to request copies if they wish; (ii) POS transactions are split-settled by
Company where the payment amount is directly settled into the Merchant's
business checking account (DDA) by the Visa and MasterCard Member bank,
and convenience fees are settled with Company; (iii) The Merchant is able to
view payment settlement records with online access to our system 24/7.
Company Fees. Company may assess the customer for a convenience-fee,
service-fee and/or load fees associated with processing various forms of credit,
debit, electronic check, and IVR transactions. The Company will provide online
access to Merchant for the purpose of viewing these consumer fees described.
Access to this site is further described in Exhibit D.
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Convenient Payments LLC, DBA GovTeller",' Merchant Agreement (rev. 11/12) _0
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iii. Convenience-Fees and Service-Fees. As described in Exhibit D, appropriate
convenience-fees or service-fees will be added to the amount that the customer
pays for the product or service, but will belong to the Company. The amount of
such convenience-fees and service-fees may change from time to time. The
Company will provide online access for Merchant to view those fees.
iv. Chargebacks and Returns If for any reason, or no reason, the Company is
assessed a Chargeback or Return from the Processor, the Merchant agrees that
the Company may debit the Merchant Account for the amount of the Chargeback
or Return and any associated fees, as described in Exhibits C & D.
4. Term. The term of this Agreement shall begin on the day the Agreement is executed by
the Company and shall continue in force for an initial term of twelve (12) months (the
"Initial Term"). If neither party notifies the other party of its intention to terminate this
Agreement at least sixty (60) days prior to the end of the Initial Term or any Renewal
Term, the term of this Agreement will be automatically extended for a period of twelve
(12) months (a "Renewal Term") on the same terms as stated herein.
5. Termination for Cause. Either Party may terminate this Agreement for cause in the
event of a material breach by the other party, which breach is not cured within thirty (30)
days after written notice of such breach is provided to the other party.
6. Termination by Company. Company may terminate this Agreement at any time upon
written notice to the Merchant in the event the provision of the services hereunder is
determined by Company in its sole discretion to violate any statute, regulation, rule,
order or operating procedure enacted or promulgated by a governmental or judicial
authority of competent jurisdiction, NACHA (or any similar industry organization with
authority over the services), or in the event that any statute, regulation, rule, order or
operating procedure is enacted or promulgated which effectively reduces or eliminates
the fees charged by Company.
7. Termination For Convenience. Either party may terminate this agreement for
convenience upon 60 days prior written notice to the other party.
8. Indemnity and Hold Harmless. Both parties agree to indemnify, hold harmless and
defend each other, its shareholders, directors, officers, employees and agents from and
against any action, cause, claim, damage, debt, demand or liability, including reasonable
costs and attorney's fees, asserted by any person, arising out of or relating to: (a) either
party's breach of this agreement; (b) any violation of federal, state and/or local law,
known or unknown, related to, arising out of or connected with your clients in anyway. (c)
Any and all civil or, regulatory actions connected with Merchant's users and/or clients and
the products and/or services provided by Merchant. (d) Any and all activities related to
Merchant's official practices.
9. Access to Records: Audit. Company shall maintain all preparatory books, records,
documents, accounting ledgers, and similar materials including but not limited to
calculation and survey notes relating to work performed for the Merchant under this
Agreement on file for at least three (3) years following the date of final payment to
Company by Merchant. Transaction data for up to twelve (12) months will be available
online. Up to two (2) more subsequent years will be made available to the Merchant by
mail.
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Convenient Payments LLC, DBA GovTeOerT'" Merchant Agreement (rev. 11112) Initial Here
10. Compliance with Laws, Rules, and Regulations. Services performed by Company
pursuant to this Agreement shall be performed in accordance and full compliance with all
applicable federal, state, and City laws and any rules or regulations promulgated
thereunder.
11. Exhibits Incorporated. All exhibits referred to in this Agreement and attached to it are
hereby incorporated in it by this reference. In the event there is a conflict between any
of the terms of this Agreement and any of the terms of any exhibit to the Agreement, the
terms of the Agreement shall control the respective duties and liabilities of the parties.
12. Independent Contractor. It is expressly understood and agreed by both parties that
Company, while engaged in carrying out and complying with any of the terms and
conditions of this Agreement, is an independent contractor and not an employee of the
Merchant. Company expressly warrants not to represent, at any time or in any manner,
that Company is an employee or servant of the Merchant
13.7ntegrration and Agreement. This Agreement represents the entire understanding of
Merchant and Company as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters contained
herein. This Agreement may not be modified or altered except by amendment.
14. Severability. If any part of this Agreement is found to be in conflict with applicable laws,
such part shall be inoperative, null and void insofar as it is in conflict with said laws, but
the remainder of the Agreement shall continue to be in full force and effect.
15. Notices.
Written notices to the Merchant hereunder shall, until further notice by Merchant,
be addressed to:
With a Copy to:
ii. Written notices to the Company shall, until further notice by the Company, be
addressed to:
VP of Sales
Sharon Smith
48001 Fremont Blvd.
Fremont, CA 94538
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Convenient Payments LLC, DBA GovTellerT14 Merchant Agreement (rev. 11/12
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iii. The execution of any such notices by the Merchant shall be effective as to
Company as if it were by resolution or order of the Merchant, and Company shall
not question the authority of the Merchant to execute any such notice.
iv. All such notices shall either be delivered personally to the other party's designee
named above, or shall be deposited in the United States Mail, properly
addressed as aforesaid, postage fully prepaid, and shall be effective the day
following such deposit in the mail.
16. Nondiscrimination. During the performance of this Agreement, Company shall not
discriminate against any employee or applicant for employment because of race, color,
religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age
(over 40 years) or disability. Company shall take affirmative action to ensure that
applicants are employed, and that employees are treated during employment without
regard to their race, color, religion, ancestry, creed, sex, national origin, familial status,
sexual orientation, age (over 40 years) or disability.
17. Conflict of Interest. Company warrants and declares that it presently has no interest,
and shall not acquire any interest, direct or indirect, financial or otherwise, in any manner
or degree which will render the services required under the provisions of this Agreement
a violation of any applicable local, state or federal law. Company further declares that, in
the performance of this Agreement, no subcontractor or person having such an interest
shall be employed. In the event that any conflict of interest should nevertheless
hereinafter arise, Company shall promptly notify Merchant of the existence of such
conflict of interest so that Merchant may determine whether to terminate this Agreement.
Company further warrants its compliance with the Political Reform Act (Government
Code section 81000 et seq.) that apply to Company as the result of Company's
performance of the work or services pursuant to the terms of this Agreement.
18. Attorney's Fees. In case suit shall be brought to interpret or to enforce this Agreement,
or because of the breach of any other covenant or provision herein contained, the
prevailing party in such action shall be entitled to recover their reasonable attorneys'
fees in addition to such costs as may be allowed by the Court.
19. Licenses. If a license of any kind, which term is intended to include evidence of
registration, is required of Company, its representatives, agents or subcontractors by
federal, state or local law, Company warrants that such license has been obtained, is
valid and in good standing, and that any applicable bond posted in accordance with
applicable laws and regulations.
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Convenient Payments LLC, DBA GovTellern" Merchant Agreement (rev. 11112)
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20. Interpretation, etc. This Agreement shall be binding upon and insure to the benefit of the
parties hereto, their personal representatives, successors and assigns. This Agreement
may not be assigned, in whole or in part, by Merchant without the prior written consent of
the Company. This Agreement contains the entire understanding between the parties
and supersedes any prior understanding, or agreements between them respecting the
within subject matter. With the exception of the Exhibit B which may be modified by the
Company in its sole discretion, no modification or waiver of this Agreement or any part
hereof shall be effective unless in writing and signed by the party sought to be charged
therewith. No waiver of any breach of this Agreement shall be deemed to be a waiver of
any other or subsequent breach. None of the provisions of this Agreement shall be for
the benefit of, or enforceable by, any person or entity not a party hereto.
21. Governing Law and Jurisdiction: This agreement shall be governed by, interpreted and
construed in all respects in accordance with and under the laws of the State of
California. The Merchant hereby irrevocably and unconditionally agree that all claims
With respect to such action or proceeding may only be heard in a court located in the
County of "0 ( ~ (l , State of C(4- . Merchant hereto irrevocably and
unconditionally waive any forum non-conveniens objection that either of them may have
to suit arising out of or relating to this Agreement being venued in the County of
, State of
IN WITNESS WHEN,OF, the parties have executed this Agreement as of the dates set forth below:
Convenient Pay t , L~ BA Gov elierT!~'
Signed: - Si
Name: ( Na
Plear rin Name
Title
~ ~c.. Ti
Date 1- X31- 1` Da
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gned:
me:
tie
to
Merchant
Please Print Name
APPROVED AS TO FORM
ANN ANFOR-TH
TOWN ATTORNEY
TOWN OF T113URON
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Convenient Payments LLC, DBA GovTelierT',' Merchant Agreement (rev. 11112)
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Merchant ACH Processing Authorization Form
The undersigned whose name appears in the signature space below hereby authorizes and grants the Company
authorization to credit or debit the following bank account(s) during the term of this authorization for cash
receipts, adjustments, charge backs, returns, rejects, processor fees, damaged, lost, or stolen equipment
provided by the Company to Merchant, communication expenses and or other miscellaneous fees and expenses
from the operation of an Electronic Data Capture Device (ATM/POS/EBT /Currency/Stored Value/eCheck or
other items of value). These credits and debits will be facilitated by use of the Automated Clearing House
(ACH). POS transactions are settled by Company where the payment amount is directly settled into the
Merchant's business checking account (DDA) by the Visa and MasterCard Member bank. This authorization is
valid from the effective date hereof until such time as this authorization is terminated in writing by the
undersigned and shall remain effective after termination with respect to amounts owed by Merchant to the
Company on the date of termination. The person whose name appears below hereby indemnifies the named
financial institution harmless of any and all such claims made or asserted by either party hereto. This
authorization may be assigned in whole to a third party to this agreement.
The undersigned hereby represents and warrants the following signature(s) have been authorized to execute
and deliver bank drafts from the following bank account.
fi 4-1--
Agreed to on this ~ day of ' 20 l
ACH Information: Merchant
Company
Name FIDISSN q ~ Ca l
Address Phone
State Zip 6 46 ax ~ 1 --5- 4-3 = -
City I l b u ~r~ ,0
Contact
Name + 1..~ crZ
Email
Address on
Title
ACH Information: Financial Institution
Financial Institution Name p::~ ot r1 L,A-1 f,
Address Phone
City u- d fâ3 State CA Zip q>+ q d Fax
Officer Position
ABA/RT# 1 0 1) 4- t W-7 -7
Account # to ~ t I i a,z:q
Authorized Signature on above Bank Account Second, if applicable, Authorized Signature
on above Bank Account
Please attach a voided check, from the above represented account.
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Convenient Payments LLC, DBA GovTellerT'-' Merchant Agreement (rev. 11/12)
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Exhibit A: List of Equipment Locations
Contact Name
Street Address + City, State & Zip
Area code +
Phone
# of
Equipment
Online
i s i L4 - i~)r) 2) V
r 5 4 '7
f
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Convenient Payments LLC, DBA GovTellerTM Merchant Agreement (rev. 11/12) Initial !-!ere
Exhibit B: Qualified Payment Options
Please check this box and initial if you do NOT want a particular payment type to be accepted:
Credit Cards
Visa
MasterCard
American Express â
Discover
PIN Debit
Other Payment Types
eCheck â
ACH
IVR
Exhibit C: Card Fees
Credit card, Debit card, electronic check, and IVR fees are those fees incurred by the Company on
each and every transaction which are comprised of Interchange, Assessments, and Transaction Fees
levied by the third party Processor. Company agrees to substantially defray these 3rd party
processing fees with Merchant only being responsible to pay Company that portion of these fees as
shown below, "Fees Paid by Merchant per Transaction."
Fees Paid b Merchant per Trans
action
Total Presented
PIN Debit
eCheck
Visa/MasterCard"
All Other
IVR
for Payment
Credit and
Card Types
Authorization
Signature Debit
All $ Amounts
Insufficient Funds
No Merchant
$15.00
No Merchant Charge
No Merchant
No Merchant
Charge
(per occurrence)
charge $00.00
$00.00
charge $00.00
$00.00
Charge Backs
No Merchant
Char
e $00
00
$15.00
$25.00
$25.00
$25.D4
(per occurrence) I
g
.
Exhibit D: Consumer Fees
The amount of Consumer fees (Convenience-fees, service-fees and site-fees) that are added to the
customers original sale transaction to the Merchant, may change from time to time. The Company
will provide five (5) business days prior written notice to the Merchant of any such changes to
Consumer fees. At the time Merchant account is setup, the Company will assign the Merchant a
"User Name" and "Password" that will provide access to the www.govteller.com website, and access
to view Consumer Fees.
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Convenient Payments LLC, DBA GovTellerT',' Merchant Agreement (rev. 11/12) W
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Exhibit E: Receipt Retention and Forwarding Policy
Merchant agrees to retain original signed creditldebit card receipts (the Merchant Copy) for a period
of one hundred-twenty (120) days following the date of the transaction, and to make individual
receipts available to the Company on demand. The Merchant agrees to fax requested receipts within
one (1) business day and to mail within two (2) business days.
Exhibit F: Merchant Access to Site for Transaction Audit
At the time Merchant account is setup, the Company will assign the Merchant a "User Name" and
"Password" that will provide access to the www.govteller.com website.
Exhibit G: Equipment
Merchant will purchase equipment:
Vx510 DM `Terminal: Yes No Qnty $ leach
PIN encryption $15 each
External SE1000 Pin Pad: Yes No Qnty $ leach
MagTek Card Reader: Yes No Qnty $ 75.00 /each
Shipping cost: $
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Convenient Payments LLC, DBA GovTellerTM Merchant Agreement (rev. 11/12)
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