These Paymode-X ® Operating Rules (the “Operating Rules”) govern Payer’s access to, and use of, the Bottomline Technologies, Inc.’s (“Bottomline”) Paymode-X SaaS network, systems, Products and Services and documentation described herein (the “Services”).  The Services are designed to enable payments to be made via ACH, check, virtual card, or other methods as expressly agreed to between Payer and Service Provider, following receipt and validation of a Payment Authorization and corresponding Settlement Account funds.  Bottomline will never possess Payer funds; Payer funds are held by the Bank Partner until such time as the funds are transferred to the respective Vendor(s) or returned to Payer.  If Payer uses Paymode-X to receive payments from any Network Member, all terms and conditions of the Terms of Use apply. 

 

1. SERVICES

The following clauses shall apply based upon the payment method(s) agreed to between Payer and Service Provider:

a. Automated Clearing House.  Bottomline or the Service Provider may select an Automated Clearing House (“ACH”) processor for debit and credit transactions.

                          i.       Payer authorizes Bottomline to originate electronic funds credits (and debits, as applicable) to the Payer Transaction Account, including ACH credit and debit entries, and acknowledges that such credits and debits are being originated on behalf of the Payer.

                         ii.       All payments sent through the ACH are made in accordance with Nacha Rules and Article 4A of the Uniform Commercial Code (“Article 4A”). Notwithstanding contrary provisions of Article 4A, Bottomline and Payer agree that the provisions of Article 4A shall apply to the Payer’s funding of the Settlement Account.   

                        iii.       Payment Authorizations for ACH.  Payer will comply with the Nacha Rules and Article 4A for all Payment Authorizations for ACH payments and acknowledges and agrees that Nacha entries, including the provisional payments rules specifying that payment of a credit by the Receiving Depository Financial Institution (“RDFI”) to the receiver is provisional until the RDFI receives final settlement. If final settlement is not received, the RDFI is entitled to a refund from the receiver of the amount credited. This means that the receiver will not have been paid.

                        iv.       Unintended Payment.  Except as provided herein, the provisions of Article 4A shall govern any unauthorized or misdirected Payment Authorizations or payments as if the Payer and its agents were a “sender,” the Banking Partner (and Bottomline, where applicable) were a “receiving bank” the Payment Authorization were a “payment order,” and the Vendor were a “beneficiary,” as all of those terms are defined in Article 4A.

                         v.       Notwithstanding the foregoing, in the event Bottomline expressly agrees to enable a payment outside of the United States, such payments shall be in accordance with all rules and regulations of the specific clearing system in which such payment is enabled.

b.  Virtual Card Payments.  A Payer may request Bottomline to initiate payments to Vendors by way of an electronic card transaction. 

                          i.       Pursuant to the preference of the Vendor to receive card transactions for payment, Bottomline will process the request by either: (A) submitting the required information directly to the Vendor, and the Vendor will process the payment through its merchant services provider; or (B) by using the credit card identifiers and acquiring bank information provided on the Vendor’s membership profile to process the payment on the Vendor’s behalf. 

                         ii.       All credit card transactions, regardless of the method in which they are processed, are subject to and shall be in accordance with the applicable card brand rules.

                        iii.       Bottomline represents and warrants that it shall comply with applicable Payment Card Industry Data Security Standards (“PCI DSS”) as such may be amended from time to time, with respect to card data received by Bottomline in connection with these Operating Rules. 

                        iv.       Prefunded Card Payments.  In the case that a prefunded card is used to initiate payment, the payment funding provisions, as defined in these Operating Rules, will apply.  Any funds for card payments that are not successful will be returned to the Payer in accordance with Bottomline’s current procedures.

c.   Check Payments. Certain out-of-network payments (e.g., check payments) may be permitted by Bottomline and Service Provider.

                          i.       Election of Check Services includes the secure printing and mailing of Payer’s check transactions. 

                         ii.       Check Pull Request.  In the event Payer requests Bottomline to “pull” a check that has not yet been mailed, Bottomline will use reasonable efforts to locate and remove the check from the production process, but will not be liable for failure to do so.  Bottomline will not stop, slow, or alter production processes, or otherwise delay delivery of batches of checks to the postal service for mailing, in order to “pull” a check.

                        iii.       Directed Check.  Transactions in which a check is drawn on Payer’s designated bank account (a “Directed Check”) may require a check issuance file to be sent to Payer’s identified financial institution. As it pertains to Directed Check, all reconciliation, stop payments, reissued checks and management of exception items from the check issuance file is managed solely by Payer. Additionally, checks printed and mailed will be drawn on Payer’s bank account(s) designated in Payer’s Payment Authorization.

                        iv.       Managed Check.  Transactions in which a Check is drawn on a Settlement Account with the Service managed by Bottomline (“Managed Check”) include the secure printing and mailing of Payer’s check transactions including Settlement Account reconciliation (the Settlement Account is owned by Banking Partner), management of return mail, stop payments, reissued checks, and check issuance file exceptions. Managed Check services do not include management of check escheatment, however funds will be returned to Payer for checks remaining uncashed for ninety (90) days.

d.  There are a variety of ACH Services which may be offered by Service Provider, as agreed to between Payer and Service Provider, including:

(a)   Premium ACH. Premium ACH payments are ACH payments to a Vendor who incurs a Network Fee based on the Network Fee rate for its receipt of a payment made by Payer through its use of this ACH Service (“Premium ACH”).

(b)   Basic ACH.  Basic ACH payments are ACH payments to a Vendor who does not incur a Network Fee in consideration of Payer or their Service Provider incurring network membership set-up and Transaction fees for the participating Vendor (“Basic ACH”).

(c)    Extended Network Payment (ENP) – Payer Managed.  Payer Managed Extended Network Payments (ENP) are ACH or virtual card payments to Payees other than Vendors through the use of Payee profiles managed by the Payer (“ENP – Payer Managed”).  ENP – Payer Managed Services permits Payer to self-enroll consumer or small business payee whom Bottomline agrees is not a potential Network Member candidate.  Payees’ profiles are managed exclusively by Payer and Bottomline will have no responsibility for validation of information provided in the Payee profile.  Payer is solely responsible for obtaining it’s Payee’s authorization for ACH transactions in accordance with Nacha Rules.

(d)   Extended Network Payment (ENP) – Payee Managed.  Payee Managed Extended Network Payments (ENP) are check or ACH payments to Payees other than Vendors through the use of Payee profiles established by the Payer and thereafter managed the Payee (“ENP – Payee Managed”).  ENP – Payee Managed Services permits Payer’s Payee to self-enroll for ACH payments, and where Bottomline agrees Payee is not a potential Network Member candidate.  Upon receipt of a payment, Payees will have the opportunity to select the ACH payment method and provide corresponding details.  Payees will have a predefined number of days to complete setup and if Payees do not timely act, a check will be issued and mailed to the physical address provided by Payer and Bottomline will have no responsibility for validation of information provided by Payee or Payer.

 

2. PROCESSING PAYMENTS

a.  Payment Authorization.  A payment instruction will be transmitted electronically by Service Provider on behalf of Payer that instructs Bottomline to initiate a payment from the Payer Transaction Account for payment to a Vendor or Payee (“Payment Authorization”).  Based on the submission by Service Provider of Payer’s authenticated Payment Authorization, Bottomline will provide payment Services on behalf of a Payer. Payer acknowledges that Payment Authorizations must be authenticated as set forth below:

                         i.         Payment may only be initiated by the Payer submitting a Payment Authorization to Bottomline via Service Provider.  Each Payment Authorization received by Bottomline shall initially be an “unauthenticated Payment Authorization”. An unauthenticated Payment Authorization will be deemed authenticated, and the Payer will be bound by the information therein, if, and only if: i) the Payment Authorization is issued in the Payer’s name, ii) the Payment Authorization contains all required information (e.g.,  identification of the Vendor and the amount of the payment), and iii)  Service Provider has adhered to the agreed upon security procedure.

                       ii.         Bottomline may reject any Payment Authorization if: i) it cannot be authenticated; ii) it does not comply with any processing limits set by the Payer, Bottomline, or the Service Provider, if applicable; or iii) processing the Payment Authorization would contravene security or risk parameters, violate these Operating Rules, or expose Bottomline or others (including Payer) to risks unacceptable to Bottomline.

b.  Payment Funding.  Unless otherwise permitted by Service Provider, Bottomline requires confirmation of the receipt of cleared funds in the Settlement Account prior to initiating the payment to the Vendor Transaction Account pursuant to a Payment Authorization. Processing of any payment may be delayed if the Banking Partner, or any other bank or entity involved in processing the payment, is not open for business on a day on which it is required to act (for example, to accept a debit or credit instruction). All debits and credits initiated by Bottomline as part of providing the Services to Network Members will be processed by the Banking Partner. 

c.   Unintended Payment.  Bottomline will have no liability for relying upon any information provided by the Payer's Service Provider as part of any authenticated Payment Authorization. 

                          i.       If a payment made in reliance upon any authenticated Payment Authorization is: i) misdirected or unauthorized; ii) an overpayment; iii) a duplicate payment; or iv) any other unintended payment, Bottomline will cooperate with the Payer and the Service Provider to attempt to recover the payment from the recipient(s), but the Payer acknowledges recovery may not be possible and is not the liability of Bottomline.

 

3. ENROLLMENT PROCESS

All use of the Services is subject to Bottomline, Service Provider and/or Banking Partner each completing and being satisfied with the results of all due diligence and verification of information that each may deem appropriate to comply with all applicable laws and regulations, including but not limited to those requirements associated with knowing your customers (“KYC”) and anti-money laundering (“AML”).  Payer authorizes Bottomline, Service Provider and Banking Partner, directly or through third parties, both initially and from time to time thereafter, to validate the identity of the Payer, including directors, officers, shareholders and beneficial owners, evaluate creditworthiness, and verify any information provided by the Payer, including but not limited to verification of any bank accounts provided by Payer, and other matters related to KYC and AML.

 

4. ACCOUNT PROFILE AND SECURITY PROCEDURES

If Payer is accessing the Services directly through Bottomline and not indirectly through the Service Provider, then the following clauses apply:

a.   Upon enrollment, each Payer is responsible for keeping all information in its membership profile accurate and up-to-date, including but not limited to proper identification of the Payer Transaction Account(s), authorized users and their entitlements, phone numbers, e-mail addresses and mailing addresses. 

b.  Once an account profile has been created, the Payer will select a security procedure, which may be updated by the Payer from time to time, as described in the applicable Services documentation (such security procedure, as then updated and in effect, the “Security Procedure”).  The Security Procedure is for authenticating instructions initiated by the Payer and its representatives, including, without limitation, account profile updates.   The Security Procedure may include combinations of challenge/response authentication using user identification codes, passwords, security codes, shared secrets, cryptographic keys, and other authentication mechanisms based on information, possession of devices, activity or other appropriate factors, which combinations may be updated by the Payer at any time (such combinations, as then updated and in effect, collectively the “Access Credentials”).  For clarity, once updated, such prior Security Procedure will cease to be the “Security Procedure” under these Operating Rules. 

c.   Payer has sole responsibility for the custody, control and use of all Access Credentials and devices associated with it (each a “Device”).  Payer acknowledges that Bottomline will need to rely on the Access Credentials as set forth in the Security Procedure and therefore represents and warrants that the Payer will not allow an individual to initiate a request or provide any instruction related to the Services or to have access to any Access Credentials or Device without proper supervision, appropriate authority, and compliance with strict and effective security controls.

d.  The Payer must immediately contact its Membership Administrator (with concurrent notice by telephone, confirmed in writing, to Bottomline’s Member Support) and request that Access Credentials be revoked if the Payer suspects or discovers that its Access Credentials have been compromised, or if an individual with Access Credentials is no longer affiliated with, or no longer authorized to act for, the Payer. 

e.  Bottomline may revoke any Access Credentials at any time in its sole discretion.

 

5. MEMBER SUPPORT

Bottomline’s support to assist with any questions or problems that a Network Member may have related to use of the Services (“Member Support”) is available on business days from 8:00 am to 8:00 pm EST (Eastern Standard Time).  If the Payer becomes aware of any errors, difficulties or other problems with the Services (“Concern”), it will promptly inform Service Provider and/or Bottomline’s Member Support team.  Bottomline will make reasonable efforts to provide Payer with support and consultation related to the Services and fix or provide alternative processes for reported errors.  The Payer and Service Provider will cooperate with Bottomline to resolve any Concern by providing Bottomline, on request, a listing of input, output and all other data that Bottomline may reasonably request in order to reproduce operating conditions similar to those present when the Concern was discovered.

 

6. REPORTS

Information concerning debits and credits to the Payer Transaction Account will be reflected in reports available to the Service Provider and shared by the Service Provider with the Payer through the Services (the “Records”) and in the account statements provided by the Payer’s banking partner (the “Payer’s Bank Statements”). If there is a discrepancy between the Records and the Payer’s Bank Statements, the Payer must provide written notice to the Service Provider, with a statement of relevant facts, within fourteen (14) days after receipt of the first Payer’s Bank Statement or other notice from the Payer’s Banking Partner (including the Payer’s bank electronic notices and banking service websites), indicating the discrepancy.

 

7. OWNERSHIP AND LICENSE RIGHTS

Bottomline retains all ownership and intellectual property rights in and to the Services.  Following Payer’s enrollment and subject to compliance with any applicable agreement with Service Provider and with these Operating Rules, Bottomline grants Payer a limited, nonexclusive, nontransferable, revocable license to access and use in the United States, the Services for which Payer has subscribed.  The Services are to be used solely for the Payer’s internal business purposes and may only be accessed and used through the API provided by the Service Provider.  There are no implied licenses under these Operating Rules and any rights not expressly granted to Payer under these Operating Rules are reserved by Bottomline. 

Payer will not: (i) use or disclose the Services except as expressly permitted by these Operating Rules; (ii) remove or alter any copyright notices or other proprietary legends contained in the Services; (iii) disassemble, decompile, reverse engineer, modify in any manner, or create derivative works from the Services; (iv) access or copy the Services in order to build a similar or competitive product or service; (v) make the Services accessible or available to any third party; (vi) use the Services to operate a service bureau or otherwise provide the Services, or services similar thereto, to any third party; (vii) access the Services through any automated or semi-automated means, including spiders, robots, crawlers, indexers, scripts for screen or database scraping, or any other program, device, process or methodology that results in the collection of information through automated access to the Website; or (viii) use the Services in violation of any law or regulation.

 

8. CONFIDENTIALITY AND PRIVACY PROTECTIONS

a.     Payer acknowledges that the Services and all intellectual property rights embodied therein, including lists of Vendors are confidential and remain the exclusive property of Bottomline. Payers may not disclose information about other Network Members, or identify other Network Members other than those which are the Payer’s trading partners, to any third party.

b.     Protecting the privacy of Network Members is important to Bottomline. All information collected by Bottomline about Payer is subject to the Privacy Policy at https://www.bottomline.com/us/privacy-policy additionally, all information about Payer that is collected by Sutton Bank (a third party service provider, as applicable) is subject to the Privacy Policy at https://www.suttonbank.com/_/kcms-doc/85/49033/WK-Privacy-Disclosure-1218.pdf.  Bottomline may, however, use and disclose the names and contact information of businesses identified in the Network Member’s Trading Partner List as part of Bottomline’s efforts to: (i) obtain contact information for the business, (ii) solicit the business for enrollment in the Network and, (iii) if the business enrolls as a Vendor, configure the business to receive payments from Payer.  Furthermore, Bottomline may compile and disclose aggregate and anonymized system performance metrics and other statistical data from Transaction Data. 

c.      If Bottomline suspects or knows that Payer is using or has used the Services for unauthorized, fraudulent, or illegal purposes, Bottomline may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with Bottomline’s legal obligations. This information may include information about Payer and Transaction Data made through Payer’s use of the Services.

d.     If Payer is a “Covered Entity” or “Business Associate” under the Health Insurance Portability and Accountability Act (“HIPAA”) and Payer provides (or receives) “Protected Health Information,” as defined in HIPAA, to (or from) Bottomline, the terms of the Health Care Information Privacy Addendum at https://secure.paymode.com/policies/HCIPA.htm will apply.

e.     If Payer uses the Services in connection with any Health Care Payment and Remittance Advice transactions, as defined in 45 C.F.R. Part 162, Subpart P, the terms of the Health Care Transactions Addendum at https://secure.paymode.com/policies/healthcaretransactionsaddendum.htm will apply.

f.      In the event of a conflict between these Operating Rules and the Health Care Information Privacy Addendum or the Health Care Transactions Addendum, the Health Care Information Privacy Addendum and the Health Care Transactions Addendum shall prevail.

 

9. INTELLECTUAL PROPERTY INDEMNITY

 

a.     Bottomline will defend, indemnify, and hold the Payer harmless from any third-party claim that Bottomline’s proprietary technology or intellectual property infringes upon any US patent or copyright, and to pay any settlement, or damages finally awarded, in any such suit. Notwithstanding the foregoing, Bottomline shall have no liability for any claim arising from: (i) any modification of the Services; (ii) use of the Services in combination with any products or services not provided or authorized by Bottomline; (iii) use of the Services in violation of these Operating Rules or any documentation. THIS SECTION SETS FORTH THE ENTIRE LIABILITY OF BOTTOMLINE, AND PAYER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF THIRD-PARTY RIGHTS.

b.     Bottomline’s indemnification obligation is subject to: i) prompt notice from the Payer of any such claim or action; ii) the Payer not having made any admission of liability or agreed to any settlement or compromise; iii) the Payer providing to Bottomline, in a prompt and timely manner, the documents, information and assistance Bottomline reasonably requests; iv) Bottomline having sole control of defending such claim or action; and v) the Payer’s use of the Services being in accordance with these Operating Rules and the applicable documentation.

 

10. BOTTOMLINE REPRESENTATIONS AND WARRANTIES

Bottomline represents and warrants to Payer that:

a.     Its agreement to be bound by these Operating Rules, and its performance in accordance with these Operating Rules, has been duly authorized and does not contravene any law, regulation or governmental rule.

b.     It will provide the Services in accordance with the applicable user documentation and all applicable laws. If the Payer notifies its Service Provider or Bottomline of a material failure of the Services to conform to the foregoing warranties, as the Payer’s exclusive remedy, Bottomline will use commercially reasonable efforts to resolve the failure in accordance with its then-current policies.

c.      EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, BOTTOMLINE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. BOTTOMLINE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR OPERATE ERROR-FREE.

 

11. PAYER REPRESENTATIONS AND WARRANTIES

a.      The Payer represents and warrants that:

                  i.       Its agreement to be bound by these Operating Rules, its performance in accordance with these Operating Rules, and its use of the Services have been duly authorized and do not contravene any law, regulation or governmental rule.

                 ii.       The Payer will use the Services only for payments to business or government entities. It will not send payments to any consumer or individual unless otherwise expressly agreed to by Bottomline and Service Provider, and Payer will abide by all applicable laws, regulations, and other Third Party Service Provider terms and conditions, if any, made available to Payer in relation to its use of the Services.

                iii.       Payer will promptly notify Service Provider in writing upon  learning of an event where it believes and/or has information that a person has, or may have engaged in the falsification of data (i.e. creating, altering, recording or omitting data in such a way that the data does not represent what actually occurred) in reporting the results of, or in the course of performing, recording, supervising or reviewing transactions contemplated under these Operating Rules.

                iv.       Payer agrees to cooperate and continuously work with Service Provider and Bottomline or any other applicable party throughout the course of any investigation of a potential or actual security event or fraud, including any potential event described herein. Payer’s cooperation will include providing any additional documentation requested by Bottomline to complete and investigation.

b.     The Payer acknowledges:

                  i.       The Services enable the Payer to make payments to other Network Members. The Payer will defend, indemnify and hold Bottomline, its representatives and authorized resellers harmless from any claim or demand (including attorney fees) made by any third party arising out of its improper use of the Services or the Payer’s breach of any of these Operating Rules.

                ii.       Bottomline’s exclusive role in connection with payments is merely that of a data processor providing services to the Payer; and Bottomline, its Third Party Service Providers, if any, and Banking Partner act as a “mere conduit” and not an initial transferee in connection with payments.

c.      If the Network Member uses the Services to receive payments from other Network Members, all terms and conditions of the Terms of Use at https://secure.paymode.com/policies/TofUagreement.htm will apply to the Network Member’s use of the Services in the capacity of a Vendor.

d.     If the Payer is participating in a Service that has a Network Fee, the Payer further acknowledges: (i) that Bottomline will charge a Network Fee to the Vendor in relation to each payment made by the Payer to the Vendor; (ii) Bottomline may affect the charge by deducting the amount of the Network Fee from the payment initiated by the Network Member or by debiting the Vendor’s account; and (iii) Bottomline will have no liability for any claim made by the Vendor against the Network Member related to Bottomline’s collection of the proper amount of the Network Fee.

e.     The Payer will exercise and demonstrate its good faith effort, cooperation, and support in enrolling Vendors to the Paymode-X program in accordance with the current onboarding strategy.  Payer acknowledges that the onboarding strategy will be designed to maximize acceptance of Premium ACH.

 

12. LIMITATION OF LIABILITY

FOR PURPOSES OF THIS SECTION, BOTTOMLINE SHALL MEAN BOTTOMLINE, ITS AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, AUTHORIZED RESELLERS AND THIRD-PARTY SERVICE PROVIDERS.  BOTTOMLINE WILL NOT BE LIABLE TO PAYER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OR OTHER INDIRECT DAMAGES OF ANY KIND WITH RESPECT TO ANY CLAIMS ARISING FROM OR RELATING TO THESE OPERATING RULES OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY), REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

BOTTOMLINE WILL ONLY BE LIABLE FOR ACTUAL DIRECT DAMAGES INCURRED BY PAYER THAT ARE SOLELY CAUSED BY BOTTOMLINE’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FAILURE TO EXERCISE REASONABLE CARE IN PROVIDING THE SERVICES, WHICH FOR PURPOSES OF THESE OPERATING RULES SHALL MEAN THOSE INSTANCES IN WHICH BOTTOMLINE FAILS TO ENSURE AN AUTHENTICATED PAYMENT AUTHORIZATION IS SUBMITTED THROUGH PAYER’S SECURITY PROCEDURES. 

BOTTOMLINE WILL NOT BE LIABLE FOR AND WILL BE EXCUSED FROM PROVIDING THE SERVICES IN THE EVENT OF ANY FAILURE OR DELAY DUE TO: (i) CIRCUMSTANCES BEYOND BOTTOMLINE’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO: (a) INTERNET NETWORK FAILURES OR INTERNET CAPACITY LIMITATIONS; (b) COMPLIANCE WITH REGULATIONS, ORDERS OR INSTRUCTIONS OF ANY FEDERAL, STATE OR MUNICIPAL GOVERNMENT OR ANY DEARTMENT OR AGENT THEREOF THAT DELAY OR RESTRICT PERFORMANCE HEREUNDER; (c) THIRD-PARTY PROVIDERS FAILURE TO DELIVER SERVICES; (d) ACTS OF GOD, NATURAL DISASTERS, ACTS OF THIRD PARTIES INCLUDING TERRORIST ACTS, UNAUTHORIZED SYSTEM ACCESS OR INTRUSIONS, ACTS OF CIVIL OR MILITARY AUTHORITY, FIRES, EMBARGOES, EPIDEMICS, WAR OR RIOTS; (ii) ANY ACT, OMISSION, NEGLIGENCE OR FAULT OF THE PAYER; OR (iii) BOTTOMLINE HAVING REASONABLE BELIEF THAT PERFORMING SUCH ACTIONS WOULD VIOLATE ANY LAW.

13. SUSPENSION OF SERVICES

Without prejudice to all rights and remedies available to Bottomline under these Operating Rules or applicable law, Bottomline may deny or suspend access to the Services and discontinue the Services immediately if: (i) Payer breaches any of these Operating Rules or applicable law, (ii) as a result of any due diligence or verification described in Section 3 “Enrollment Process”, any of the following occurs: A) discrepancies that Bottomline, the Service Provider or Banking Partner deem incompatible with use of the Services which could potentially lead to a violation of any law or regulation, including but not limited to those associated with KYC, AML or applicable card brand rules; or B) it is determined in Bottomline’s, Service Provider’s or Banking Partner’s reasonable judgement that that processing any Payment Authorization(s) may be in violation of applicable laws or regulations including, but not limited to, the Patriot Act; (iii) Payer undergoes any Insolvency Event. Insolvency Event shall mean: A) Payer terminates, liquidates or dissolves its business or disposes of substantially all of its assets; B) Payer voluntarily, or involuntarily, becomes the subject of any bankruptcy, insolvency, reorganization or other similar proceeding; C) Payer fails to generally pay its debts as they become due; or D) Payer experiences a material adverse change in its financial condition or its ability to perform its obligations under these Operating Rules; and (iv) applicable fees for the Payer’s use of the Services have not been paid.   For the avoidance of doubt, suspension of Payer’s access to the Services does not release the Payer from its obligations that accrued prior to suspension.

 

14. SEVERABILITY

If any provision of these Operating Rules is invalid or unenforceable under applicable law, then it will be changed, interpreted or severed, as appropriate to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

15. NO WAIVER

No delay or failure to exercise any right or remedy under these Operating Rules is deemed to be a waiver thereof. No waiver of any breach or default is a waiver of any other breach or default. Any waiver must be in writing.

 

16. NOTICES

Bottomline’s Services may be covered by one or more of the patents listed at www.bottomline.com/us/bottomline-patent-marking-information.  Notices required or permitted under these Operating Rules shall be made in writing and shall be deemed to have been duly given if sent by registered or certified mail (return receipt request).  All notices shall be addressed to Bottomline at 100 International Drive, Suite 200, Portsmouth, NH 03801 attention Legal Contracts, with a copy to contracts@bottomline.com.  All notices for Payer sent by mail or courier shall be addressed to the postal address designated in the Payer’s membership profile.  Notices for Payer sent through electronic mail may be unencrypted and sent to the address in the Payer’s membership profile.  Notices may also be sent to Payer by publishing and shall be deemed received by Payer five (5) business days after it is published.

 

17.  GOVERNING LAW

Interpretation and enforcement of these Operating Rules, including any claim or dispute arising out of these Operating Rules, shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sales of Goods will not apply to the Services.

 

18. CANADIAN NETWORK MEMBERS

Payer agrees and consents that this Agreement and all related communications and documents to this Agreement, shall be in English only. Vous acceptez et consentez que le présent contrat ainsi que tous les documents et communications connexes, y compris, mais sans s’y limiter, le support à la clientèle et les documents de support applicables, soient rédigés uniquement en anglais.

 

19.  AMENDMENTS TO OPERATING RULES

a.   These Operating Rules are binding on Bottomline and Payer and govern Payer’s use of the Services and amend, and replace in their entirety, all previous versions of Operating Rules for Indirect Payers. 

b.  Bottomline may amend these Operating Rules at any time by publishing revised Operating Rules.  Such amended Operating Rules will become effective fifteen (15) days after such publishing. The Payer's continued use of the Services after the effective date of any such revised Operating Rules shall be deemed acceptance thereof.

20. DEFINITIONS

Unless otherwise specified or inconsistent with the context, each of the following capitalized terms shall have the meaning set forth in this Section:

Banking Partner: the bank provider that processes payments made via the Services for the Payer.

Payer: a Network Member or customer of the Service Provider using the Services to receive invoices and/or make payments to Vendors.

Nacha Rulesthe rules of Nacha (including any other clearing house rules applicable to automated clearing house transactions), as amended from time to time.

Network Fees: The fees collected by Bottomline from a Vendor for payment(s) made through the Services.

Network Member: any entity that has enrolled to become a member of the Service Network.

Payee: an individual or entity permitted by Bottomline, using the Services to receive payments from Payer.  A Payee may or may not be a Network Member. 

Payer Transaction Account: the bank account designated by the Payer from which the amount needed to fund Payer’s payment(s) are transferred to the Settlement Account for subsequent payment to the applicable Vendor’s (or returned to Payer) in accordance with the agreement pursuant to which such Payer uses the Services.

Payment Authorization: a message transmitted electronically by Service Provider on behalf of Payer that instructs Bottomline to initiate a payment from the Payer Transaction Account for payment to a Vendor or Payee.

Service Network: Network Members authorized by Bottomline to issue/receive Payments using the Services for a fee.

Service Provider: the entity authorized by Bottomline to make the Services available to its customers.

Settlement Account: the Banking Partner's account into which the Payer’s funds are deposited for subsequent disbursement to the applicable Vendor or Payee or for return to the Payer.

Third Party Service Provider: a third party, if any, directly contracted with Bottomline to provide the Services.

Trading Partner List Information provided by the Service Provider to Bottomline pertaining to Vendors that Payers wish to pay.

Transaction Data: the data entered or loaded to the Services by the Network Member or Service Provider for purposes of obtaining the Services.

Vendor: an entity that is enrolled to receive payments through the Network.

Vendor Transaction Account: the bank account designated by the Vendor for receipt of payments from the Payer in accordance with the agreement pursuant to which such Vendor uses the Services.

 

 

 Last Modified September 2023

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