1. ENROLLMENT PROCESS
To enroll in the Services, Payer agrees to allow Service Provider and/or Banking Partner to provide information to Bottomline to allow Bottomline 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”). Upon completion of the enrollment, the Payer, Service Provider or Banking Partner is responsible for keeping all information in the Payer’s 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.
The following clauses shall apply to the payment method(s) listed below. The payment method(s) available to Payer will be determined and approved by 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. ACH Services, which may be offered by Service Provider, as agreed to between Payer and Service Provider, include the following:
(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 do 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”). The ENP – Payer Managed Services permit Payer to self-enroll a consumer or small business payee whom Bottomline agrees is not a potential Network Member candidate. Payees’ profiles are managed exclusively by the Payer and Bottomline will have no responsibility for validation of information provided in the Payee profile managed by the Payer. 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
ii. 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.
iii. 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.
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 over ninety (90) days.
3. 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. 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.
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.
5. 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 written agreement between Payer and 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.
6. 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.
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.
7. 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 7, BOTTOMLINE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR 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.
8. PAYER REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGEMENTS
a. The Payer represents and warrants to Bottomline 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 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 suspected or actual security event or any suspected or actual fraud. Payer’s cooperation will include providing any additional documentation requested by Bottomline in connection with any review or investigation.
b. The Payer acknowledges and agrees that:
i. The Services enable the Payer to make payments to other Network Members. The Payer will defend, indemnify and hold Bottomline, its representatives and Service Provider harmless from any claim or demand (including attorney fees) made by any third party arising out of Payer’s improper use of the Services or the Payer’s breach of any of these Operating Rules.
ii. Bottomline’s exclusive role in connection with payment transactions in connection with the Services is merely that of a data processor. 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 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, in accordance with the terms and conditions applicable 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.
d. The Payer will exercise and demonstrate its good faith effort, cooperation, and support in enrolling potential vendors as Vendors to the Paymode-X program in accordance with Bottomline’s current onboarding strategy. Payer acknowledges that the onboarding strategy will be designed to maximize acceptance of Premium ACH.
9. LIMITATION OF LIABILITY
FOR PURPOSES OF THIS SECTION, BOTTOMLINE SHALL MEAN BOTTOMLINE, ITS AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, AUTHORIZED RESELLERS AND THIRD-PARTY SERVICE PROVIDERS. UNDER NO CIRCUMSTANCES WILL BOTTOMLINE BE LIABLE TO PAYER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OR OTHER INDIRECT DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, COST OF REPLACEMENT GOODS OR SERVICES, LOSS OF TECHNOLOGY, DATA, INFORMATION, RIGHTS OR SERVICES OR INTERRUPTION OR LOSS OF THE USE OF 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 (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (B) FAILURE TO EXERCISE REASONABLE CARE IN PROVIDING THE SERVICES, WHICH FOR PURPOSES OF THESE OPERATING RULES SHALL MEAN SOLELY 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, WILL NOT BE RESPONSIBLE TO PAYER FOR AND WILL BE EXCUSED FROM PROVIDING THE SERVICES IN THE EVENT OF ANY FAILURE, MISTAKE OR DELAY DUE 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 DEPARTMENT 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, BUT NOT LIMITED TO, TERRORIST ACTS, UNAUTHORIZED SYSTEM ACCESS OR INTRUSIONS, ACTS OF CIVIL OR MILITARY AUTHORITY, FIRES, EMBARGOES, EPIDEMICS, PANDEMICS, WAR OR RIOTS; (e) ANY ACT, OMISSION, NEGLIGENCE OR FAULT OF THE PAYER; (f) ANY OTHER CAUSE OR CIRCUMSTANCES BEYOND BOTTOMLINE’S REASONABLE CONTROL; OR (g) BOTTOMLINE HAVING A REASONABLE BELIEF THAT PERFORMING SUCH ACTIONS WOULD VIOLATE ANY LAW.
10. 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/or 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 1 “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 applicable 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 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; or (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.
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.
12. 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.
Notices required or permitted under these Operating Rules shall be made in writing and shall be deemed to have been duly given (a) when received, if hand-delivered, sent by a reputable overnight courier (signature required), or sent by registered or certified mail (return receipt request), or (c) solely with respect to notice to Payer, upon sending via electronic mail. All notices to Bottomline shall be addressed to Bottomline at 100 International Drive, Suite 200, Portsmouth, NH 03801 attention Legal Contracts, with a copy to firstname.lastname@example.org. All notices to Payer sent by mail or courier shall be addressed to the postal address designated in the Payer’s membership profile and all notices to 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 posting such notice to the Services accessed by Payer, and shall be deemed received by Payer five (5) business days after it is posted.
14. 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.
15. 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.
16. 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 and in its sole discretion by posting an updated version of the Operating Rules on its site. Such amended Operating Rules will be in effect as of the “Last Updated Date” specified in the amended Operating Rules. The Payer's continued use of the Services after the “Last Updated Date” will constitute Payer’s acceptance of and agreement to such amended Operating Rules.
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.
Insolvency Event: an event in which (i) Payer terminates, liquidates or dissolves its business or disposes of substantially all of its assets; (ii) Payer voluntarily, or involuntarily, becomes the subject of any bankruptcy, insolvency, reorganization or other similar proceeding; (iii) Payer fails to generally pay its debts as they become due; or (iv) Payer experiences a material adverse change in its financial condition or its ability to perform its obligations under these Operating Rules.
NACHA Rules: the 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: a Network Member or customer of the Service Provider using the Services to receive invoices and/or make payments to Vendors.
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 such entity’s 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 Updated Date: 12/07/2023