HomeMy WebLinkAboutItem 06.iJuly 19, 2010 - Item No.
CUSTOMER PROCESSING AGREEMENT WITH RADIANT SYSTEMS RELATING
TO MERCHANT SERVICES.
Proposed Action
Staff recommends adoption of the following motion: Move to approve the Customer Processing
Agreement with Radiant Systems relating to Merchant Services.
Approval of the Agreement will enable City to implement merchant services with Radiant
Systems.
Overview
Proposals have been received and evaluated for merchant services (credit card processing) for all
City locations and functions which accept credit cards. Radiant Systems provided the lowest cost
for the services.
Primary Issues to Consider (See attached)
❖ PCI compliance
Tabulation of proposals (cost)
❖ Cost allocation - financing
Supporting Information
• Non
ei e er, mance Director
Financial Impact: 5 30,858 Budgeted: Yes Source: Liquor, General Fund, Lakeville Arenas
Related Documents (CIP, ERP, etc.):
Notes:
Primary Issues to Consider
❖ PCI compliant. The Payment Card Industry Data Security Standard (PCI DSS) is a
worldwide information security standard defined by the Payment Card Industry Security
Standards Council The standard was created to help payment card industry organizations
that process card payments prevent credit card fraud through increased controls around
data and its exposure to compromise. The standard applies to all organizations that hold,
process, or exchange cardholder information from any card branded with the logo of one
of the card brands.
Validation of compliance can be performed either internally or externally, depending on
the volume of card transactions the organization is handling, but regardless of the size of
the organization, compliance must be assessed annually. Organizations handling large
volumes of transactions must have their compliance assessed by an independent assessor
known as a Qualified Security Assessor (QSA), while companies handling smaller
volumes have the option of self - certification via a Self- Assessment Questionnaire (SAQ).
In some regions these SAQs still require signoff by a QSA for submission.
Radiant Systems is PCI compliant.
❖ Tabulation of proposals (cost).
Wells
SUMMARY (All locations)
Radiant
US Bank
Fargo
Heartland
Monthly Visa Transaction Fees
$
2,449
$
3,034
$
3,357
$
2,738
Monthly Amex Transaction Fees
$
15
$
77
$
149
$
30
Monthly Discount Fees
$
-
$
-
$
-
$
961
Monthly Administration Fees
$
108
$
48
$
126
$
68
Monthly totals
$
2,572
$
3,159
$
3,633
$
3,796
Annual total
$
30,858
$
37,905
$
43,590
$
45,558
•S Cost allocation - financing
Fund source Total
Liquor Fund $ 29,364
General Fund - Parks and recreation 588
General Fund - Inspections 637
Lakeville Arenas 269
Total annual cost $ 30,858
CUSTOMER PROCESSING AGREEMENT
Radiant PROCESSING FEE SCHEDULE Sales Order No.
S Y S T E M S FEES APPLY ONLY TO SERVICES USED I (Merchant in ilials)
Sales Agent No.
Application Type Q New to Credit Card Processing Qs Currently Processing Credit Cards (Rewrite)
m�M
Legal Business Name. -Cit of Lakeville _
1934 Statement Address
Business Open Date: 08 Mo. /_ Q. Legal QDSA QOther
LegalAddress: 20195 Ho lyoke Ave.
DEA Name: Lakeville Li uors _ QSame as Legal
Suite /Apt:
Address: 16179 Kenrick
city: Lakeville _state: MN Zip: 55044
Suite /Apt.
Phone: 952 - 985 - 4483 Fax: 952 - 985 - 4499
city: Lakev State: MN Zip: 55044
Contact Name: Tom Nesseth
phone: 952 - 985 - 4940 Fax: 952 - 985 4949
E -mail Address. tnesseth @ci.lakeville.mn .us
- - - - --
Contact Name: Brenda Visn
I woultl like to receive online statements at the above listed a -mail address. I understand that by accepting this option, I will not receive a mailed statement.
If cards are currently accepted, please identify where: Q MOTO/E- Commerce (�) Face to Face How Long: 40 (vearo
Are you currently a customer of RBS Citizens, N.A.? Q Yes QQ No If yes, please indicate the institution's name:
Business Ownership Type
QSole Proprietorship QPartnersh Q Co rp o r a ti o n - Non - public QNon- profit Organization QLLC (Government Entity QCorporation - Public Stock Symbol:
Are you a Franchisee? QYes Q No Franchise Name that you will utilize: _
Federal Tax ID #: SIC: 5921
Seasonal Merchant` QYes Q No
Business Product or Services: Liquor Stores If Yes, Months open: Data
Please Describe in Door
Delivery Method for Product (Immediate, Web site fulfillment within 30 days, etc.): Immediate Months closed: Data
-mercbam m b r mmged $fa for each month closed
Has this company ever had any cardholder account information compromised? QYes (° ) No If Yes, When?
Does your company utilize any other entities, such as a Third Party Service Provider, that stores, transmits or processes cardholder data on your behalf? Oyes Q^ No
If "Yes" please list the entity name here:
Please attach separate completed CUP Attestation Forms for additional principals with 20% or more ownership.
CIP Business Verification ( e.g., Business License /Articles of Incorporation) NOTE: Must Complete all Applicable Fields
Issuing Authority: _____ Document #: List Document Type Here:
FCI
(SdvsComd,y)
Document Expiration Date: Business Name (as appears on document):
Address (as appears on document):
Attach addresses vatl9wtlon documents her any bosmess that has base open for less than so days
CIP Principal Verification (Driver's License /Government Issued ID) NOTE: Must Complete all Applicable Fields
Issuing Authority: Document/Drivers License #:
Driver's License Expiration Date: Name (as appears on license):____ „___
Date of Birth (as appears on license):___, Address (as appears on license):
RBS WorldPay Authorized Representative Signature
By signing below, I acknowledge and attest that I have viewed the identifying information in the presence of the applicant and all information submitted is true and
accurate to the best of my knowledge.
Authorized Account Executive Signature Date _
Swiped / Non- Swiped Percentages* Financial Institution (Fit)?
Face-to -Face Imprinted Morro Internal Q Yes @ No
98 % 2 % ov % Institution Type:
Iswipedr (Neo-swlved) (9on.ewiped) (Non Swpedl Q US Q Non - US F/I ID
Website Address:
'WSb a to address centered! for all merchants who have a site (regardless of whether the merchant s vrontludmg e- Commerce business).
Transactions conducted at: QQStore QResidence QWarehouse /Office QMobile
AR i@6Y.7 mb ®Cl6APay 6600 More n Fall. Hard, Atlan(a, 30350) MSP Page 1 -3072 (03110)
j
Radiant
S Y S T E M S
PROCESSING FEE SCHEDULE
FEES APPLY ONLY TO SERVICES USED
Sales Order No.
(Merchant Initials)
Sales Agent No.
NX RIBS WorldPay Citizens Bank (Member F§nandal Institution) MSP Page 2 - 3072 (03/10)
and Morgan Falls Road, Atlanta, GA 30350
Bank Name: WeIIS Fargo
Bank Phone: 612 . 667 - 8833 Bank Zip: 55431
Does this location accept Advance Payments? OYeS (j) NO
If Yss, please answer the following questions below.
Payment Types:
0 Deposit taken 0 Full Payment 0 Membership / Insurance / Subscriptions, etc.
• What is the average percentage of the deposits being paid in advance?
• Number of days the deposit is paid to the merchant in advance of the full payment?
• Number of days after full payment is made to the merchant until customer takes delivery of goods / services?
• Average number of days to complete the service after purchase (e.g. length of membership, insurance policy, subscriptions, etc.)? _
• What percentage of the annual bank card volume is based on the payment terms above?
Warranties
Monthly volume attributable to warranties $ Average length of warranty outstanding by of months) Who reinsures warranty liability?
Number of Principals with 20% or more ownership:
Principal Name:
Fnk MI. Last
Business Title:
Home Address:
City: _ State: ___ Zip: ................ Home Phone: - -
Previous Address:
(complete alike Principal hats movedwdhlathe ' – ' - --
City: State: Zip:
SSN #: - - DOB: Me. - Pay- Year Percent Ownership %
US Citizen? 0 Yes 0 No if no, provide country of citizenship
Principal Name:
_
Business Title:
Home Address:
City: State: Zip: Home Phone. -
Previous Address:
(Complete if the PHnc Pal has moved within the last two years( " -- — _..__...._.._._.. .._._._.-
City: State: Zip:
SSN # --- _____ -.._ DOB: Mo.- oay- rear Percent Ownership
US Citizen? 0 Yes O No if no, provide country of citizenship
Accept All Visa, MasterCard,
3 -Tier and 4 -Tier Rates and Surcharges
Discover and JCB Consumer
Credit, Commercial and
Tier 7 Rate
Customer Average Monthly Volume:
Signature Debit Cards
Discount Rate: _ ------------ ,_,_ %Per Transaction
$ 300,000
Please Select
Item Fee: $ Per Transaction
Rate Pricing Structure
.
0 3 -Tier Pricing
Tier 2 Surcharge
Customer High Monthly Volume:
0 4 -Tier Pricing
0 Cost Plus Pricing
Discount Rate: _ . ___-- ___,_,_% Per Transaction
$ 5500,000
Item Fee: $ . Per Transaction
Cost Plus Processing Fee
Tier 3 Surcharge
Customer Average Ticket:
Discount Rate: — . % Per Transaction
$ 31.00
0 . OO_ _ % Per Transaction
Item Fee: $ . Per Transaction
$ 0 06 Per Transaction
Tier 4 Surcharge
Customer High Ticket:
Merd,ama aye. P role der the P erceno,a
endeartanear An listed here in —rry—d
Discount Rate:_ % Per Transaction
$ 300.00
'seaereaeroi Nate.
Item Fee: $ . Per Transaction
NX RIBS WorldPay Citizens Bank (Member F§nandal Institution) MSP Page 2 - 3072 (03/10)
and Morgan Falls Road, Atlanta, GA 30350
CUSTOMER PROCE AGREEMENT 0
PROCESSING FEE SCHEDULE Sales Order No.
S Y S T E IM S FEES APPLY ONLY TO SERVICES USED F ( Merchant initials)
Sales Agent No.
ME M
❑ Discover Network Retained Account
Merchamav+hve ven meojsaveeer Retained hatoom himself coigne. roseate Dlemver, Existing Discover Merchant #:
theses Grons hro gh ei Forms harshened Wlh n'sry Il pply II O and .. lransa'sn's in
(am fee ba sFeaf Y M1 r Il be edtletl to 0 sow R l l ' etl M g hant nls n adtl t
me negaratmo ver rates and snit be charges by RBS Sabrina, WoddPay Item Fee: $. Per Transaction
ra �� � -� "'�...���,ti.� � � ` ,•., a - yz�.a`�,.,� `.�, --� ->. - � � a
Q Existing American Express Customer
Existing Amex Merchant # American Express Yearly Volume: $ 400,000
: —
Existing Amex CAP #: American Express Average Ticket: $
(FOra;aang, mmr looaroo oo ommo rs onlvl 50.00
O American Express Flat Fee' Amex Discount Rate: _ _ . % Plus $ . Per Transaction'
larmhom p - [h An Exponseell ' billdN Amex pressure Rm orthe Monthly
M Ii 11 F c byA m icas xn ne Amearery_Ee fees¢ 9 p r io ms na01a0afteraioimee RBS WorldPay item Fee: $. Per Transaction and
on Armors, Express. The Ris WwldPay tem fee WII be abarged to iM1e membanl by RaS Ware Pay
but does not spin, to reverse PIP marharre —C30 downgrade sell be charges! for Relitl thearrons whenever Can wCard Not Present Charge occurs. GNP
mean
sa Cha to, shrep tM1 Cam i s note tea at tM1 po:.t of D n ( 9 Charges by mail tel ry e, fax or
❑ ✓
Apply for American Express zed e n is 1 g. t a tat - •gals cal ea cars ea r i n t h me
PP Y me mep
P missio P e I:ey a on a d cond zetl terms appearing i n th DaragraDh shall have me meani ascrbed'n me
Amercan Cxpress Terms and Contl tons.
❑Apply for American Express Reverse PIP
va
dw
', ❑ Accept Consumer PIN Debit Cards ❑ Accept EBT Retailer will Issue benefits in the form of:
it Debit Access Fee: $ _ Per Month - Per Location EBT Access Fee: $ _ Per Month - Per Location �, Food Stamp and Cash Benefits
Q Food Stamp Benefits Only
Debit Item Fees: $ . Per Transaction EBT Item Fee: $ . Per Transaction O Cash Benefits Only
Denials & Voids Fee': $ . Per Transaction Denials & Voids Fee: $ . _ Per Transaction
FNS Number:
Batch Totals Fee: $ . Per Transaction Batch Totals Fee: $ . Per Transaction (Fovea Stamps Merchants ong7
RevolufionCard Fee:. 5 % basis points Per Transaction -' ""ti
mfivar
Cash Back Q Yes Q No ❑ Accept Direct Debit ACH service
•Peas fees from namapal cam spromaairdler debtnetwoms. Deposit and Re- Deposit item Fee:_ %(basis points) Per Transaction
Administrative:
ACH Re act, NSF or Returned Check: Voice AVS Request: $ 2 . OOPer Call
80
$ 10 00_ Per Month - Per Location
$ 25. Per Occurrence
$ �
Batch Header:
95 Per Call
$ . 00 _ Per Occurrence
Minimum Processing:
$ 10_ 00 Per Month -Per Location
Voice Authorization: .
Other Fee: $
Chargeback Handling: $ 10.00 Per Chargeback Voice Authorization Referral:
$ 3 Per Call 0 __
0
• ma cary'Shir rlun fees amw eoamn+aI in 'a Idry one oeeatm,., ¢spas Pre.= maaront .—nuui n, h in me ohe, fee emwo my
Macy
ASM
❑ Apply for Fuelman(FleetOorri'
❑ Apply for Fleet One'"
❑ Applyfor Voyager
❑ Apply for Wright Express (WEX)"
❑ Current Fuelman (FleetCog Customer
❑ Current Fleet One Customer
❑ Current Voyager Customer
RBS Wool Item Fee:
RBS WorldPay Item Fee:
RBS WoddPay Item Fee:
Voyager Discount Rate:
$. Per Transaction
$. Per Transaction
$. Per Transaction
this Per Transaction
wollopmee, ra sere eetcon.ea+naat oneo on aeew000uo. m tmu,.wpo,atetmm me aeswoaePO wnomeroio—visee�+.aot. ronwAamw eew mmet.,."s EMrcee, ( RBS WorldPay Item Fee:
roelmaa lnaam�a a�rl one anenmuon,n r.meoemev sa air $. Per Transaction
❑ Accept Gift Cards`
Gift Card Dormancy Fee: $ ._
Gift Card Item Fee: $ . Per Transaction Per Service Fee Assessed Per Card
Order Processing Feei $ 25.00 Gift Card ACtroafion(Rebad Fee: __ _ %
of Activation /Reload Amount
-aa, nn..eTnw fee ewnes m saoea<d ens Ima wua area,¢ one ryomea lame m oe and ®ma
❑ Accept Loyalty Cards*
Item Fee: $ . Per Transaction
Program Fee: $ __ Per Month - Per Location
m ."vi omenn m 1 to winder ¢sea -In., rneor,e one wig,
RBS Wor1l Citizens Bank (Member Financial Institution) MSP Page 3 - 3072 (03110)
600 Morgan Falls Road, Atlanta, GA 30350
CUSTOMER PROCESSING AGREEMENT
1 R a d iant o PROCESSING FEE SCHEDULE Sales Order No.
S Y S T E M S FEES APPLY ONLY TO SERVICES USED I (Merchant Initials)
Sales Agent No.
Ca R BS WorldPay Citizens Bank(Memuer Financial Institution) MSP Page 4 - 3072 (03/10)
600 Morgan Falls Road, Atlanta, On 30350
Datacap Service Fee:
Virtual Terminal Service Fee: Recurring Payments Service Faso
$__..___ Per Month - Per Terminal
$_. Per Month - Per Terminal $_,_Per Month - Per Terminal
Datacap Item Fee: $ . Per Transaction
Direct Draft
Debit/Credit Origination Fee: ACH Reject: Francis:
Micros Surcharge Fee: $ . Per Transaction
$ Per Transaction $ _, _ Per Occurrence $ . _ Per Occurrence
b
og, ME
Accept Transactions
via Wireless Wireless Services $ , Per Month - Per Terminal
Apply For Crosscheck Services* Current Check Processing Company:
[j C urren t :y AOCapY ^`--" Services Exist Check Processing Merchar' u'
'Merchants applying for CrossCheck Services must complete a separate CrossCheck Services Agreement.
Accept Please Select Service Level: E] Accept Transactions via RFID Accept Transactions via
ARU Only
...
Please Select RFID Merchants processing via Decline 0 Terminal &Supplies: $ . Per Month -Per Terminal Equipment Type
ARU are not subject to the
0 Stand Alone Voice Authorization, Voice
0 Supplies Only: $ .,_ Per Month - Per Terminal Authorization Referral, or
_
Voice AVS Request Fees
0 Terminal Mount
0 Terminal Only: $ _ . listed in the Misc. Fees Per Month -Per Terminal section of this document.
0 Wall /Glass Mount
r ,.:...� _ � ,:....:. ... _^ _�rrr�u-.�n w.. nvr; � .;�m;..wwx- .,..a..-,n�+es,x -,_, .,,� ✓_ „a....« �.. .. .. ..:. -•: w .,,. � -. , n..� ..,:...v... �.a. �,_ �a,.��s
° ro a n s' m Is m `° °'
E m Is
=
m m i- rr O x X Monthly Rental
a x Description Serial Number Qty
p Price Per Unit
w
s U (if applicable)
U
000000 00000 1 1 $
000000 00000 1 $
000000 00000 u$
000000 00000 1 1 $
000000 00000 l u$ l
Note: Rental equipment requires execution of a separate agreement.
Store Return Policy on Terminal Receiof
Store Name: Lakeville Liquors O All Sales Final O No Refunds 0 Store Credit Only
Ins insmzooaar cn race vl tioaaera p.'nlAr, latest
:.
Auto -Close Auto -Close Time Time Zone CVV AY$ Time Prompt for Server /Cashier#
Oyes OAM OEST OMTN OCNT Oyes Oyes Oyes Oyes
m'mOPM
ONO OPAC OHawaii ONO ONO ONO (F ) No
POS / VAR Application Name: CounterPDin Da iley Data Version No. 8.3.9
This information is required for industry compliance purposes.
Customer acknowledges that payment applications must comply with the standards, guidelines, practices or procedures required or recommended by the Payment Card
Industry Security Standards Council, including, without limitation, the Payment Application Data Security Standards, Customer shall notify RBS WorldPay and RBS Citizens
prior to changing its payment applications software (including any changes in versions of such software.)
Customer further agrees to provide the new payment application name and version number prior to submitting any transactions to RBS WorldPay utilizing the new payment
application (including new versions).
Ca R BS WorldPay Citizens Bank(Memuer Financial Institution) MSP Page 4 - 3072 (03/10)
600 Morgan Falls Road, Atlanta, On 30350
Radianto
S Y S T E M S
PROCESSING FEE SCHEDULE
FEES APPLY ONLY TO SERVICES USED
Sales Order No.
(Merchant Initials)
Sales Agent No.
XX I2B5 W ®rldPay BW Morgan Falls Atlanta I CA 0MO MSP Page 5 -3072 (03 /10)
s =:. .
., _ -ate. -. - E..;
:..
❑ Accept Transactions via Internet Shopping Can ❑ Accept Transactions via Internet Gateway
Please Select Shopping Cart Type Please Select Internet Gateway Gateway Setup Fee: $
Q Process via Cart32 Q Authorize.Net TSYS Surcharge Fee: $ Per Transaction
Q Process via MIVA Shopping Cart Maintenance Fee: Q TSYS
Q Process via ShopSite $ Per Month - Per Terminal Other (Please Specify) Item Fee' $ . _ Per Transaction
W
._�-�� °. ;'::.r , � . . „^ �" - 4, 2rro o..,- .- ,.""' -h F✓ .,:. :.:M.e .(,n ,,.W,. ? . l "`.�.`^ - �tT ' �- .- P.e _ 1 - \ ° _? o -a,
Average Days to Fill a Order: Percent of Orders Filled Internally: % Average Days to Ship an Order:
Refund Policy
Name of Fulfillment House: _ _....... __.._._.... Q Site Credit Only
Site Is SSL Q No Refunds
Website Address._ Secured:
QCard Credit
Oyes ONO
Transaction Service Provider information:
If N (New) is selected above, bill shipping to: Q Customer Q Sales
Ship To:
Address:
Installation: Q By Processor Q By Sales Q By Reactor
Shipping Method: Q Overnight Q 2nd Day Q Ground
Installer Name:
Phone Number: Fax Number:
Contact Name:
E -malt Address: Notes:
Contact Phone Number:
❑ Check here N same as Legal or DBA address
4
_
The Customer hereby agrees to RBS WorldPay's standard Terms and Conditions for Customer Processing Agreements. These Terms and Conditions either appear on the reverse
side of this form or are attached hereto. By signing below, I represent that (1) 1 have received and reviewed a copy of the Terms and Conditions and (ii) the information I have
provided on the Customer Processing Agreement and during the application process, whether in written, electronic or verbal form, Is complete and accurate. Customer acknowledges
that no oral or written modifications to the Terms and Conditions have been made or promised to the customer.
USA PATRIOT Act - Federal laws and regulations require us to request information from you prior to opening an account or adding an additional signatory to an account. The
information we request may vary depending on the circumstances, but at a minimum, will include your name, address, an identification number such as your social security or
identification for date birth. We to the to This to
taxpayer number, and individuals, your of era also required verity information you provide us. verification process may require you
provide us with supporting documentation that we deem appropriate. We may also seek to verify the information by other means. We reserve the right to request additional
Information and /or signatures fmm you from time to time.
A consumer report of each of the officers, partners or owners of Customer may be requested from a consumer and /or credit reporting agency at the inception of this Agreement and
from time to time thereafter. Acknowledgement and consent are hereby given.
By signing below, I represent that I have read and am authorized to sign and submit the application which I am delivering at this time to R SS WorldPay, Inc on behalf of the entity
below and all information I have provided in the application is true, complete, and accurate. I authorize American Express Travel Related Services Company, Inc. ( "American
Express ') to verify the information in the application and receive and exchange information about me Personally, including by requesting reports from consumer reporting agencies.
authorize and direct American Express to inform me directly, or through RBS WorldPay, of reports about me that American Express has requested from consumer reporting
agencies. Such information will include the name and address of the agency furnishing the report . I understand that upon American Express' approval of the entity indicated below to
for Welcome
accept the American Express Card, the terms and conditions American Express® Card Acceptance ('Terms and Conditions') will be sent to such entity along with a
Letter. By accepting the American Express Card for the purchase of goods and /or services, or otherwise indicating its intention to be bound, the entity agrees to be bound by the
Terms and Conditions.
AS YOUR PAYMENTS PROVIDER, WE THANK YOU FOR YOUR BUSINESS.
(Authorized Signature) (Print Name) (Title) (Date)
(Authorized Signature) (Print Name) (Title) (Date)
The undersigned further hereby unconditionally guarantees to RBS Citizens, N.A. and RBS WorldPay, Inc. the full payment of all obligations arising out of or in furtherance of
the Agreement and to pay Bank or RBS WorldPay all expenses incurred in collecting such obligation.
(Signature) (Date) (Signature) (Date)
The undersigned sates representative attests that a site inspection of the above named Customer's premises was conducted and that the Customer has the proper facilities,
equipment, inventory and licenses required to conduct the business.
(Authorized Account Executive Signature) (Print Name) (Date)
XX I2B5 W ®rldPay BW Morgan Falls Atlanta I CA 0MO MSP Page 5 -3072 (03 /10)
Customer Processing Agreement
This Customer Processing Agreement (the " Agreement ") made by and among RBS
Citizens, N.A., a federally chartered financial institution having its principal office at 1
Citizens Plaza, Providence, RI 02903 ( "Bank "); RBS WorldPay, Inc. with offices at
600 Morgan Falls Road, Atlanta, Georgia 30350 ( " RBS WorldPaJ' and Customer.
RECITALS
WHEREAS, Bank is a member in good standing of Visa USA, Inc. ( "Visa, ") and
MasterCard Intemationat, Inc. ( " MasterCard ") ( collectively, " Visa/MasterCard ') and in
connection therewith provides sponsorship and settlement services to businesses
accepting credit cards and debit cards under the Visa /MasterCard programs;
WHEREAS, Bank is a sponsoring member of certain other debit card associations or
networks and in connection therewith provides sponsorship and settlement services
to businesses accepting debit cards;
WHEREAS, RBS WorldPay is designated as a transaction processor and provides
certain processing services in connection with the acceptance of the transaction
cards of Vlsa/MastefCard, the transaction cards of Discover Financial Services, LLC
("Discover'), and the transaction cards of certain others in accordance with this
Agreement;
WHEREAS, Customer sells goods and services to consumers or businesses and
desires to accept transaction cards as a form of payment for such goods and
services; and
WHEREAS, Customer desires to contract with Bank and RBS WorldPay to process
and settle Visa /MasterCard /Discover transactions and process and /or settle other
crech card and debit card ( " Non Visa/ MasterCard /Discover Card ") transactions;
NOW, THEREFORE, in consideration of the above Recitals and the promises and
payments as set forth herein, and subject to the Terms and Conditions hereof and
the attachments hereto, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Bank, RBS WorldPay and Customer
agree as follows:
TERMS AND CONDITIONS
SECTION i. DEFINITIONS.
For purposes of this Agreement, the following capitalized terms shall have the
meanings set forth below:
" Authorized Card Transaction shall mean a sales transaction involving a Transaction
Card, provided the transaction has been authorized by the Transaction Card issuer,
as contemplated by this Agreement.
" Card Association shall mean Visa, MasterCard, Discover, and any credit or debit
card association or network issuing Transaction Cards.
" DepositlChargeback Account shall mean the U.S. banking accounts established
and owned by Customer to be utilized by Bank for the settlement of transactions
involving Transaction Cards and the payment by Customer of amounts due under
this agreement The DepositlChargeback Account shall be maintained by Customer
in accordance with Section 4.4.
" Processing Charges shall mean the interchange, assessment and all other fees
charged by the Card Associations and the processing and other fees charged by
RBS WorldPay and Bank to Customer as set forth on the accompanying Fee
Schedule, as amended from time to time pursuant to Section 5.4.
" Reserve Fund shall mean a non - segregated and non- interest bearing account
established by the Bank or RBS WorldPay to ensure payment of Chargebacks, fines
and penalties assessed by the Card Associations, Processing Charges, and other
amounts due from Customer to RBS WoddPay or Bank under this Agreement.
"Rules" shall mean the operating rules and regulations of Bank, RBS WorldPay, Visa,
MasterCard, Discover and any other applicable Card Association and debit network,
as In effect from time to time.
" Transaction Card or " Transaction Cards shall mean a Visa/MasterCard/Discover
credit or debit card, travel and entertainment card, or other credit or debit card shown
as a qualified card on lists furnished to Customer by Bank or RBS WorldPay from
time to time.
SECTION 2. RULES AND REGULATIONS.
Customer agrees to abide by the Rules of the Card Associations. Without limiting the
foregoing, Customer agrees to comply with such Rules or with such more stringent
standards as set forth herein, as to authorizations, "floor limits," preparation of sales
slips, signature verifications, refunds and charge backs; provided, however,
Customer acknowledges that Customer has a zero "floor limit" and that all charges
must be authorized, unless Customer is approved by RBS WordPay and Bank for
non - authorized transaction payment schedule. Customer further agrees to comply
with all federal and state laws, mas and regulations. Customer shall not require
cardholders to provide personal information such as home or business telephone
number, home or business address, or any form of identification (such as a driver's
license) as a condition for accepting a Transaction Card, unless required by the
Rules. In the event Customer fails to comply with this Section 2, Customer will be
liable for all fees and fines imposed by the Card Associations and will indemnify and
hold harmless Bank and RBS WorldPay from and against any and all damages
suffered by Bank and RBS WondPay as a result of such failure.
SECTION 3. SERVICES.
3.7 Services Provided by RBS WorldPay. RBS WorldPay agrees to
provide authorization, electronic draft capture, submission of drafts to Card
Associations, merchant accounting, and additional related services for Transaction
Card sales originated by Customer as set forth in this Agreement.
3.2 Services Provided by Bank. Bank shall settle all
Visa/MasterCard /Discover (and certain other credit and debit cards) transactions
processed by RBS WoddPay hereunder in accordance with this Agreement and the
Rules.
SECTION 4. PROCESSING AND PAYMENTS.
4.1 Submission of Transactions. Customer will transmit to RBS
WorldPay information representing Customer sales to be authorized and settled
(paid) by Transaction Cards using RBS WoddPay's electronic draft capture and
authorization service. Customer shall transmit transactions to RBS WorldPay at the time
of each sale or as soon thereafter as practicable. It is understood that the time of receipt
by RBS WorldPay will affect the timing of settlement and payment to Customer. If
Customer fails to submit transactions on a timely basis as provided herein and as
provided in the Rules, transactions may be subject to increased interchange fees, and
Customer agrees to pay such fees.
4.2 Payment of Visa/MasterCard0scaver. Customer hereby designates
Bank and RBS WorldPay as its agent to receive all payments pertaining to Customer's
Visa/MasterCard /Discover drafts. All payments required to be made to Customer under
this Agreement for Visa /MasterCard/Discover will be made by Bank to Customer's
DeposiUChargeback Account, via electronic funds transfer through the Automated
Clearing House ( "ACH") or by federal wire transfer as soon as practicable after Bank's
receipt of such funds from the Transaction Card issuer.
4.3 Payment of Non Visa/MasterCard /Discover Cards. Customer hereby
designates Bank and RBS WorldPay as its agent to receive all payments pertaining to
Customers Non Visa /MasterCard /Discover Card drafts except when RBS WorldPay's
role is to provide authorization only services. All payments required to be made to
Customer under this Agreement for Non Visa /MasterCard/Discover Cards will be made
by RBS WorldPay to Customers DepositlChargeback Account via electronic funds
transfer through ACH or federal wire transfer as soon as practicable after Bank and RBS
WorldPay's receipt of such funds from the relevant Transaction Card issuer.
4.4 Customer DepositlChargeback Account, Customer hereby certifies that
the DepositlChargeback Account number provided by Customer to RBS WorldPay is
correct and warrants that this account number may be relied upon for ACH debit and /or
credit transactions as they occur in relation to this Agreement and am presented to
Customer's bank. Customer agrees not to close or restrict Bank and RBS WorldPay's
access to the DepositlChargeback Account.
4.5 Customer Transactions. Customer may not present for processing,
directly or indirectly, any transaction which was not originated as a result of an act
between the cardholder and Customer or which is not an Authorized Card Transaction.
If authorization for a transaction is denied, Customer shall not complete the transaction.
Customer may contact the authorization center by magnetic stripe reading terminal,
telephone or any other means acceptable to Bank and RBS WorldPay. With respect to
telephone and mail order transactions, Customer shall obtain the expiration date of the
Transaction Card as part of the authorization inquiry and utilize address verification
where possible.
4.6 Telephone, Internet and Mall Orders. if Customer is authorized by RBS
WorldPay and Bank to accept telephone, Internet or mail orders, authorization for
each such transaction, regardless of the face amount, must be obtained. Customer
assumes all responsibility for Identification of the cardholder and the validity of the
Transaction Card information for telephone, Internet and mail orders. For telephone
and mail order card transactions where merchandise is to be shipped or delivered to
the cardholder, the shipping date shall not be more than five calendar days after the
authorization is obtained, and any shipping costs not included in the authorization
amount must not exceed 15% of the amount authorized. An Installment payment
option may be offered for telephone, Internet or mail order merchandise if all items
are clearly disclosed, each installment is authorized, the first installment is not
submitted for settlement until the merchandise is shipped, and subsequent
installments are submitted no more frequently than monthly. Under no circumstances
may Customer require that a cardholder complete a postcard or other document,
which displays the cardholders, account data in plain view when mailed. Calculation,
collection and remittance of sales tax are the sole responsibility of the Customer.
4.7 Data Security. Customer acknowledges that it is bound to abide by all
standards, guidelines, practices or procedures recommended or required by the
applicable Card Associations with respect to data security or protection of cardholder
data, as such may be amended from time to time (collectively " Data Security
Guidelines including, without limitation, Payment Card Industry Data Security
Standards ( "PCI "), PIN Entry Device Standards ( "PIN "), and Payment Application -
Data Security Standards ( "PA- DSS"). Currently, the PCI guidelines require Customer
(a) to observe, among other things, standards of due care with regard to the
protection of sensitive cardholder information; and (b) to insure that its point of sale
equipment and applicable software comply with PCI guidelines. Currently, the PCI
guidelines are based on a list of twelve basic security requirements with which all
payment system constituents need to comply. The requirements are:
(1) install and maintain a firewall configuration to protect cardholder data;
(2) Do not use vendor - supplied defaults for system passwords and other security
parameters;
(3) Protect stored cardholder data;
(4) Encrypt transmission of cardholder data across open, public networks;
(5) Use and regularly update anti -virus software;
(6) Develop and maintain secure systems and applications;
(7) Restrict access to cardholder data by business need -to -know;
(B) Assign a unique ID to each person with computer access;
(9) Restrict physical access to cardholder data;
(10) Track and monitor all access to network resources and cardholder data;
(11) Regularly test security systems and processes; and
(12) Maintain a policy that addresses information security.
Customer must also notify RBS WorldPay of all third parties who have access to
cardholder data on behalf of Customer (i.e., store, process or otherwise transmit
cardholder data). Customer acknowledges such third parties are required by the
Card Associations to be registered, and Customer agrees to cooperate with RBS
WorldPay in completing such registration and be responsible for all fees imposed by
the Card Associations in connection therewith. If Customer knows or suspects a
security breach, Customer shall notify RBS WorldPay immediately. Customer shall
then go through its program to identify and remediate the source of the suspected
compromise. If a Card Association requires Customer to submit to an audit in
connection with a breach or suspected compromise of cardholder data or any
other breach of Data Security Guidelines, Customer shall cooperate with such
audit and shall be responsible for the cost of the audit. Customer acknowledges
that if a Card Association determines that Customer was responsible for a
disclosure of cardholder transaction information or other breach of Data Security
Guidelines, RBS WorldPay, Bank, and Customer may be subject to fines and
penalties imposed by the Card Association. Further, if the Customer is
responsible for a disclosure of cardholder transaction information, RBS
WorldPay, Bank, and Customer may be subject to potential third party claims.
Customer hereby agrees to indemnify and hold RBS WorldPay and Bank
harmless from and against any and all claims, demands, damages, fines, and /or
penalties imposed upon Bank and RBS WorldPay as a result of Customers non-
compliance with the Data Security Guidelines, Customer's failure to maintain
equipment and software that complies with Data Security Guidelines, or any
other data compromise for which a Card Association or a court with competent
jurisdiction determines that Customer is responsible, including, without limitation,
Chargebacks resulting from breach of the Data Security Guidelines or any
compromise of cardholder data. Customer's obligations under this Section 4.7
shall survive termination of this Agreement. Customer shall notify RBS WorldPay
and Bank prior to changing its payment application software (including any
change in versions of such software). Customer further agrees to provide the
new payment application name and version number prior to submitting any
transactions to RBS WorldPay utilizing the new payment application (including
new versions).
4.8 Customer Web Site Requirements. If Customer is authorized by RBS
WorkdPay and Bank to accept Internet orders over an Internet web site, Customer is
required to specifically comply with all Rules with respect to the sequence of web
pages that the cardholder accesses during the checkout process.
4.9 Retention of Documents. Bank and RBS WorldPay may examine and
verify at reasonable times all records of Customer pertaining to card transactions
processed by RBS WorldPay hereunder, and Customer agrees to preserve such
records, including sales drafts, credit drafts and all other written evidence of such
transactions, for a period of at least two years from the date of the draft.
SECTION 5. PRICING.
5.1 Pricing. As consideration for the services set forth in Section 3 hereof,
Customer shall pay Bank, or RBS WorldPay on behalf of Bank, Processing
Charges in the manner and pursuant to the accompanying Fee Schedule.
5.2 Deduction of Processing Charges. The Processing Charges will be
deducted by Bank, or RBS WorldPay on behalf of Bank, from the Customer's
DeposiUChargeback Account. Customer hereby authorizes Bank or RBS WorldPay
to debit the Processing Charges by ACH from Customers DeposiUChargeback
Account. Bank or RBS WorldPay with Bank's approval from time to time may
amend the Fee Schedule. The prices set forth in an amended Fee Schedule shall
be effective on the date specified in the notice thereof, which date shall not be fewer
than 15 days after the date of the notice. Customer acknowledges that such .notice
may be sent in writing or electronically to the address (including email address)
provided by Customer to Bank and RBSW for the receipt of statements related to
this Agreement and shall be effective when sent. Each such revised or
supplemental Fee Schedule shall thereafter be deemed a material part of this
Agreement.
5.3 Discount Rates. Tiered discount rates (as determined by Bank and
RBS WorldPay from time to time) shall be applied to card transactions in
consideration of Visa /MasterCard /Discover interchange rates and shall apply to
each Visa/MasterCard /Discover transaction processed hereunder. Tiered discount
rate transaction group designations include, but are not limited to, factors such as:
voice authorization instead of electronic authorization; Transaction Card is keyed
instead of swiped; there is more than one authorization per transaction;
transmit/settle for processing greater than 24 hours from the authorized time but
less than 48 hours tram authorization time; transactions not settled within 48 hours
of authorization; and Visa /MasterCard /Discover Business Card transactions.
Decisions as to which tier a particular transaction type Is to be placed is subject
to change.
5.4 Estimated Averages. The Processing Charges set forth in the
accompanying Fee Schedule, application for processing, or any additional pricing
supplement are based upon assumptions associated with the anticipated annual
volume, average transaction size (as shown on the application) and Customer's
method of doing business. If the actual volume or average transaction size is
materially different, or if Customer significantly alters its method of doing business
(i.e., the nature and type of business conducted by Customer), RBS WoddPay or
Bank may adjust Customer's Processing Charges without prior notice. Any such
adjustments would be in addition to, and not in lieu of, any other remedies available
to RBS WorldPay or Bank hereunder.
5.5 Additional Expenses. The Processing Charges set forth in the
accompanying Fee Schedule may be adjusted to reflect increases, decreases, or
new interchange, assessments, or other fees by the Card Associations, or to pass
through increases charged by third parties for online communications and similar
items. The criteria used to assess transaction level qualification are subject to change
based on amendments to Card Association interchange qualification criteria and /or
pricing. All such adjustments shall be Customer's responsibility to pay and shall
become effective the day such increases or decreases are assessed to Bank or RBS
WorldPay. To the extent that RBS WorldPay provides services to Customer in
connection with issues with the Card Associations, including without limitation,
services related to excessive Chargebacks, excessive fraud, data security or PCI
issues, allegations of failure to comply with the Rules, assistance with registration or
other actions required or appropriate in order for Customer to comply with the Rules,
responding to requests or communications from the Card Associations, or similar
services, such services shall be provided by RBS WorldPay at RBS WorldPay's then
current standard hourly rate. To the extent, that Customer is classified by the Card
Associations in a "high risk" or similar category, additional fees may apply. RBS
WoddPay shall notify Customer of such classification, as well as the related additional
fees. If the additional fees related to such high risk classification are unacceptable to
Customer, Customer may terminate the Agreement without penalty by notifying RBS
W'ondPay in writing of such termination, provided such notice is sent within 15 days
following the date of the fee notice.
5.6 Payment for Equipment. All telephone equipment and line charges, POS
terminal equipment, installation, maintenance, charges, utility costs, and related
communication charges shall be paid by Customer. The Customer hereby authorizes
Bank or RBS WorldPay to debit the fees from Customer's DeposiUChargeback Account
for any outstanding balances owed RBS WoddPay or Bank for such costs.
5.7 Equipment/Software Usage. Customer shall be responsible for any
claims, demands or increased fees (including interchange downgrade expenses) that
result from Customers (a) use of Value Added Reseller (VAR) or POS Software
Provider Point Of Sale systems that do not use the RBS WorldPay authorization
network; (b) failure to maintain the most current version of RBS WorldPay certified
software; or (c) misuse of RBS WorldPay ceRdied software.
5.8 Changes in Rules. If there is a change in the Rules or a change in the
regulations of a pertinent governmental agency, which change would make a provision of
this Agreement in conflict with such Rule or regulation, Bank or RBS WorldPay may
unilaterally amend this Agreement, upon written notice to Customer and the other party, to
conform and /or be compatible with such changed Rules or regulations.
SECTION 6. CHARGEBACKS.
6.1 Retrieval Requests. Bank or RBS WorldPay will provide Customer with
the following information on a retrieval request (i.e., a request for an original or copy of
the draft) by a Card Association: (a) Customer Sequence Number; (b) Cardholder
Account Number; (c) Dollar Amount; (d) Date of Transaction; and (e) Customer Number.
Customer will be responsible for retrieval fulfillment for originals or copies of sales drafts
and credit slips in accordance with the Rules. Customer is obligated to respond in writing
to retrieval requests from Bank within ten business days.
6.2 Chargebacks. Customer agrees to pay Bank (as set forth in Section 6.5
below) the face amount of any card transaction processed by RBS WoddPay pursuant to
this Agreement whenever any card transaction is reversed in accordance with the Rules
or any state or federal consumer protection statute, including by way of example, but not
limited to, the following (a " Chadeback " ):
(a) Goods are returned, whether or not a credit voucher is delivered to Bank;
(b) The sale transaction was not specifically authorized as set forth in Section 3 above;
(c) Any card transaction is alleged by the cardholder to have been executed improperly or
without authority;
(d) The documentation prepared by Customer evidencing the draft is illegible or
incomplete;
(e) The cardholder disputes the sale, quality or delivery of goods or the performance or
quality of servi ces covered by the draft;
(f) Cardholder asserts against Bank any claim, dispute, defense, offset, or counterclaim
which cardholder may have as a buyer against Customer, in which case Bank or RBS
WorldPay shall not have any obligation to inquire into ordetermine the validity of any such
claim, dispute, defense, offset, or counterclaim);
(g) The extension of credit for goods sold or services performed was in violation of law,
rules or regulations of any government agency, federal, state, local, or otherwise, or in
violation of this Agreement;
(h) The draft lacks a Transaction Card imprint (if required) and cardholders signature;
(i) Cardholder claims the dollar amount was altered after the draft was completed;
0) Two or more drafts were prepared by Customer for the same card transaction
(except as otherwise permitted in Section 7.3);
(k) The Transaction Card had expired before the transaction date or the sales
transaction arises from the use of a counterfeit or otherwise ineffective card;
(I) The embossed name on the Transaction Card differs from or is dissimilar to the name
signed on the signature panel of the Transaction Card of the draft; or, the signature on the
signature panel of the Transaction Card differs from or is dissimilar to the signature on the
draft;
(m) The information contained in the draft was received by RIBS WorldPay more than
30 business days after the transaction date showing thereon;
up The draft is a duplicate of one previously processed or includes a charge previously
paid by the cardholder;
(e) The draft is fraudulent or the sales transaction was not a bona fide transaction in
Customer's ordinary course of business;
(p) The Transaction Card issuer has information that fraud occurred at the time of the
transaction, whether or not such transaction was properly authorized by the Transaction
Card issuer, and the cardholder neither participated in nor authorized the transaction;
(q) in any other situation where a draft was executed or depository credit given in
circumstances constituting a breach of any duty, term, condition, representation, or
warranty by Customer hereunder, or where any action or lack of action by Customer in
violation of the Rules has resulted in the draft being charged back to Bank by an issuing
member of Visa/MasterCard/Discover pursuant to the Rules or the draft is charged back
to Bank for any other reason; and
(r) Merchant is listed on the Questionable Merchant Report.
Additions and deletions to this list may occur as the Rules change.
6.3 Reserve Fund. If required by Bank or RBS WoddPay at the time this
Agreement is executed, Customer shall establish with Bank a Reserve Fund.
Further, at any time during the term of this Agreement, Bank and RBS WorldPay may
determine in their reasonable discretion that it is necessary to create or additionally
fund a Reserve Fund. In which case, Bank or RBS WorldPay shall have the right,
after five days written notice to Customer, to establish, replenish or increase a
Reserve Fund by debiting Customer's daily collected transactions. If such
collections are inadequate in Bank's and RBS WorldPay's reasonable discretion
to adequately establish, replenish or increase the Reserve Fund in a timely
manner, Bank or RBS WorldPay may deduct by ACH debit from the Customers
Depos!t/Chargeback Account additional sums as necessary, in their reasonable
discretion, to establish an adequate Reserve Fund. Upon termination of this
Agreement, the funds held in the Reserve Fund shall be used to fund the account
described in Section 10.4, up to the estimated aggregate dollar amount of
Customer's Chargebacks and other obligations and liabilities that Bank and RBS
WorldPay anticipate subsequent to termination as set forth in Section 10.4, and
any excess shall be refunded to Customer. Bank or RBS WorldPay may charge
for Chargebacks, as reflected in the accompanying Fee Schedule, processed
after the termination of this Agreement if Customers drafts are processed and /or
settled by another transaction processor and /or the Transaction Card issuer.
Customer acknowledges and agrees that Bank and RBS WorldPay shall have a
perfected first priority security interest in the Reserve Fund.
6.4 Temporary Holdback. in addition to any of the other rights granted to
Bank in this Section 6, in the event that Bank and RBS WorldPay, at any time
during the term of this Agreement, determine in their reasonable discretion that it
may be prudent or necessary to do so as a result of any unusual or suspicious
activity involving Customers account, a cardholders account, or otherwise, Bank or
RBS WorldPay on behalf of Bank may hold in Bank's name and in a non-
segregated and non - interest bearing account for such added as Bank or RBS
WorldPay, in their reasonable discretion, deems necessary, funds otherwise due
Customer to reimburse Bank for potential Chargebacks, credits issued by
Customer, or other amounts payable by Customer to RBS WorldPay or Bank under
this Agreement in respect of such activity. To the extent (I) the investigation
conducted by RBS WorldPay and Bank with respect to the unusual or suspicious
activity determines that such activity is reasonably likely to result in amounts being
due from Customer to RBS WorldPay or Bank, and (it) RBS WorldPay or the Bank
requires the establishment of a Reserve Fund in connection therewith, then the
funds held pursuant to this Section 6.4 may be used to fund such Reserve Fund.
6.6 Chargeback Reimbursements. Customer agrees to reimburse Bank for
the amount of the draft in the event of a Chargeback and pay a handling fee for each
Chargeback in the amount set forth on the accompanying Fee Schedule, as updated or
amended from time to time. Customer hereby authorizes Bank or RBS WorldPay to debit
without notice Chargebacks and Chargeback handling fees from Customers daily
collected transactions, and If such collections am inadequate to reimburse Bank, at
Bank's election, to deduct such amounts by ACH debt from the Customers
Deposit/Chargeback Account or Receive Fund.
6.6 Maximum Period. Customer will be subject to Chargebacks on
Transaction Card sales for the period specified by the Rules.
6.7 Notices of Chargebacks. Bank and RBS WorldPay agree to deliver all
Chageback documentation to Customer promptly as directed by Customer as to
media and location. Customer is responsible for verifying its daily deposits and
monthly statements for Chargebacks and Chargeback handling fees. Customer
understands that it must respond to all Chargebacks within ten calendar days after
notice of the Chargeback and that the failure to respond within each ten day period
shall constitute a waiver by Customer of its ability to question or reverse a
Chargeback and Customer shall be solely responsible If ft fails to timely provide
information with respect to a Chargeback.
6.8 Survival. Customer and any successor of Customer shall remain jointly
and severally obligated to pay for all Chargebacks resulting from Transaction Card
sales originated under this Agreement until Bank has been paid in full. This obligation
shall survive the termination of this Agreement, regardless of whether termination
was voluntary or involuntary as to Customer.
SECTION 7. ADDITIONAL CUSTOMER RESPONSIBILITIES.
7.1 Honoring Cards. Customer shall honor any valid Transaction Card that
Customer has elected to accept hereunder, which is properly presented for use.
Customer shall not discriminate against cardholders seeking to make purchases with
a Transaction Card. Customer shall not require a minimum transaction amount below
which Customer will refuse to honor an otherwise valid Transaction Card. Customer
shall adequately display promotional materials to inform the public that Transaction
Cards will be honored by Customer.
7.2 Sales Transactions. Except for transactions originated by telephone,
mail order or through the Internet, Customer agrees to:
(a) include on a single sates draft all goods and services purchased in the same
transaction and enter a description of the goods or services sold and the price thereof
(including any applicable taxes) in detail sufficient to identify the transaction;
(b) enter on the sales draft the date of the transaction;
(c) obtain the signature of the cardholder on the sales draft, If required by processing
category;
(d) compare the signature on the sales draft with the signature on the Transaction
Card presented to ascertain that they appear to be the same;
(e) check the effective date, if any and expiration date on the Transaction Card;
(f) examine any security features on the Transaction Card;
(g) imprint on the sales draft the embossed data from the Transaction Card and from
the Customer plate on the imprinter, if required by processing category;
(h) deliver to the cardholder at the time of delivery of goods or performance of
service a true and complete copy of the sales draft or credit voucher; and
(i) ensure that each cardholder receipt contains the following information:
(i) the transaction payment type, e.g. Visa, MasterCard, etc.;
(it) Customer's name, location and location code;
(iii) the account number of the Transaction Card, disguised or
suppressed as required by the Rules;
(Iv) transaction amount;
(v) transaction date;
(vi) a legend identifying the party to whom it will he delivered, e.g. member
copy, merchant copy, cardholder copy, except as permitted by the Rules; and
(vii) authorization code, if applicable.
The cardholder receipt must also disguise or suppress the expiration date of the
Transaction Card as required by the Rules.
7.3 Multiple Sates Drafts. Customer shall include on any single draft the entire
amount due for each transaction unless; (a) the balance of the amount is paid by the
cardholder at the time of sale in cash or by check; or (b) all or a potion of the goods or
services are to be delivered or performed at a later date, and the cardholder signs two
drafts, one of which represents a deposit and the second of which represents payment of
the balance and the draft for the balance is completed only upon delivery of the goods or
performance of the services. In the case of delayed payment of the balance due on a
transaction, Customer agrees (i) to note on the draft the words "balance" and (it) not to
present the "balance" sales draft until all of the goods are delivered or the services
performed.
7.4 Returns. Customer agrees to maintain a fair policy for the exchange and
return of merchandise and for adjustment of services rendered and to give proper credit in
such circumstances in accordance with the Rules. In such circumstances, Customer shall
prepare and deliver to Bank, RBS WorldPay and the cardholder a properly completed
credit voucher. Customer may !imit its acceptance of returned merchandise, provided
proper disclosure is made and purchased goods or services am delivered to the
cardholder at the time of the transaction. Proper disclosure by Customer shall be
determined to have been given by printing an appropriate notice (such as "NO REFUND"
or "EXCHANGE ONLY ") on all copies of the sales draft prior to obtaining the cardholder's
signature thereon. Customer shall not make cash refunds to cardholders for card
transactions.
7.5 Obligation to Report Statement Discrepancies. Customer shall be solely
responsible for reviewing its statements from RBS WorldPay and for reporting to RBS
WorldPay in writing, within 30 days of Customers receipt (including electronic receipt) of
any monthly statement from RBS WorldPay, any underpayments, overpayments or
other discrepancies between the volume and /or value of transactions that Customer
actually processed during the period indicated on the face of such statement. Customer
acknowledges and agrees that RBS WorldPay shall not be liable or otherwise
responsible to Customer, and shall have no obligation to reimburse Customer, for any
underpayment to Customer that is not reported to RBS WorldPay in writing within 30
days of Customers receipt of the applicable statement. Customer acknowledges and
warrants that it shall reimburse RBS WorldPay and /or Bank upon demand for any
misdirected deposits, duplicate deposits or inadvertent over payments into any of its
bank accounts hereunder.
7.6 Charges to Cardholders. Customer shall not require any cardholder to
pay any part of the Processing Charges, or to pay any contemporaneous finance charge
in connection with a transaction in which a Transaction Card is used, unless permitted
by the Rules.
7.7 Employee Fraud. Customer shall be solely responsible for losses and
expenses incurred by Bank or RBS WordPay as a result of or arising out gf the fraud,
gross negligence or willful misconduct of Customer's employees, contractors, or agents.
7.8 Status. Customer is responsible for providing written notice to Bank and
RBS WorldPay of any change in the ownership status or composition of Customer,. Any
new owner of Customer or successor Customer shall be jointly and severally liable with
Customer hereunder, unless the original Customer or successor thereof is released in
writing by Bank and RBS WorldPay.
7.9 Change of Address. Customer shall notify Bank and RBS WorldPay in
writing at least 48 hours in advance of any change of address. Bank and RBS WorldPay
shall be absolutely entitled to rely on Customer's address shown in this Agreement
unless such address is updated in accordance herewith.
7.10 Cardholders. Customer shall not sell, purchase, provide or exchange
account number information in the form of imprinted sates drafts, carbon copies of
imprinted sales drafts, mailing lists, tapes or other media obtained by reason of a
Transaction Card transaction to any third party other than Customers agents, Bank,
RBS WorldPay, or Card Associations, except as specifically required by law. Customer
shall not make a cash disbursement to any cardholder (including Customer when acting
as a cardholder) nor receive monies from a cardholder and subsequently prepare a
credit to cardholders account.
7.11 Evidence of Authority. Within five days after request by Bank or RBS
WorldPay, Customer shall submit to Bank or RBS WorldPay a duly executed corporate
or partnership resolution reflecting the authority of Customer to enter into this Agreement
and the authority of the individual executing this Agreement on behalf of Customer to do
$o.
7.12 Other Duties. Customer agrees to fulfill the obligations and responsibilities
noted in the Attachments to this Agreement.
7.13 Financial Information. Customer shall provide such financial information
as may be requested by RBS WorldPay or Bank from time to time during the term of this
Agreement in order for RBS WorldPay or Bank to comply with the Rules of any Card
Association or to otherwise enable RBS WorldPay and Bank to assess the Customers
financial condition and the related risk associated with Customer's business. Such
financial information may include copies of quarterly and annual financial statements,
including, if available, audited statements.
SECTION 8. CUSTOMER REPRESENTATIONS.
8.1 Customer hereby represents and warrants to RBS WorldPay and Bank that:
(a) It has full legal power and authority to enter into and perform its obligations under
this Agreement and that such actions have been duly authorized by Customer;
(b) Its facsimile signature hereon constitutes a valid and binding Agreement;
(c) This Agreement constitutes the legal, valid and binding obligations of Customer,
enforceable against Customer in accordance with its terms;
(d) The transactions transmitted to RBS Woril for processing and to the Bank
for settlement will represent the indebtedness of the cardholder in the amount set
forth therein for goods sold or services rendered and shall not involve any element
of credit for any other purpose;
(e) Customer shall not transmit Transaction Card information representing sales
made by any individual or entity other than Customer;
(f) Customer represents that all of the disclosures in its application to Bank are true,
accurate and complete end do not omit any information necessary to make such
disclosures not misleading to Bank and RBS WorldPay; and
(g) As to each draft delivered to Bank, and as to the transaction evidenced thereby,
the draft represents a bona fide sale or lease of goods or services or both,
originated by Customer in compliance with this Agreement and the Rules; all drafts
are free from any alteration not authorized by the cardholder, the transaction is in
compliance with all applicable laws, ordinances, and regulations; the indebtedness
represented by the draft has not been pledged as collateral for payment of any
indebtedness or obligation of Customer or any other person; and Customer has no
knowledge or notice of information that would lead it to believe that the
enforceability or cetectibiiity of the subject draft is in any manner impaired.
8.2 Application & Disclosure Requirements. Customer understands that
this Agreement shall not be binding on RBS 'WoddPay or Bank until Customer has
been approved by Bank and that a consumer report of each of the officers, partners
or owners of Customer may be requested from a consumer and/or credit reporting
agency at the inception of this Agreement and from time to time thereafter
SECTION 9. INDEMNIFICATION, DISCLAIMER, LIMITED LIABILITY.
9.1 Indemnification. Customer agrees to indemnify and hold Bank and
RBS WorldPay harmless from and against any claims, demands or judgments made
or recovered against either of them arising out of any breach by Customer of the
terms of this Agreement or arising from any act or omission by Customer which
violates any applicable federal, state or local laws, rules or regulations or which
violates any of the Rules. Bank and /or RBS WorldPay may defend any such claims
or demands or request Customer to take up such defenses. in either event,
Customer will further indemnify Bank and RBS WorldPay for reasonable attorneys'
fees or any other necessary expenses incurred by Bank or RBS WorldPay, as
applicable, by reason of such defense.
9.2 Disclaimer of Warranties. RBS WorldPay and Bank hereby
disclaim all warranties, with respect to the services and products provided
hereunder, whether expressed, implied, statutory or otherwise, including
without limitation, any warranty of merchantability or fitness for a particular
purpose.
9.3 Limitation of Liability. Under no circumstances shall the
financial responsibility of RBS WorldPay or Bank for any failure of
performance by RBS WorldPay or Bank under this Agreement exceed the
fees or charges paid to Bank or RBS WorldPay for the transaction or activity
that is or was the subject of the alleged failure of performance. In no event
shall Bank or RBS WorldPay, their agents, officers, directors, employees or
affiliates, be liable for any special, incidental, consequential, punitive, or
exemplary damages or claims by Customer or any third party relative to the
transactions or activities hereunder, whether or not such damages were
foreseeable.
SECTION 10. TERM, TERMINATION.
10.1 Term. This Agreement shall be binding upon Customer upon the carrier
of (a) the date upon which the first transaction is processed by RBS WoddPay or Bank
for Customer, or (b) the execution of this Agreement by Customer. This Agreement
shall be binding upon RBS WoddPay and Bank upon RBS WoddPay's and Bank's
acceptance hereof (as evidenced by an authorized signature hereon). This
Agreement shall continue in effect for a period of three years after the date on which
Customers that draft is presented to Bank following acceptance by RBS WorldPay and
Bank. Such ten shalt automatically renew for successive one year periods at the end
of the original and each renewal term, unless either (i) Customer elects to terminate
early by giving written notice of non - renewal to RBS WorldPay and Bank at least 90
days before the expiration of the then current term, or (ii) terminated by RBS WoddPay
with Bank's approval or Bank by giving written notice to Customer (such termination to
be effective as of a date set forth in such notice or, 0 no such data is set forth, to be
effective as of the date such notice is received by Customer).
10.2 Termination Without Notice. RBS WorldPay or Bank may
terminate this Agreement without notice, at any time as a result of any of the
following events: (a) any noncompliance by Customer with this Agreement or the
Rules; (b) any voluntary or involuntary bankruptcy or insolvency proceedings
involving Customer, its parent or an affiliated entity, (c) RBS WorldPay or Bank
deems Customer to be financially insecure; (d) Customer or any other person
owning or controlling Customers business is or becomes listed in the Combined
Terminated Customer File (or its equivalent) maintained by the Card
Associations; (e) Customer materially alters the nature and type of business
conducted, or (f) RBS WorldPay or Bank is prohibited by applicable law from
conducting business with Customer or its principles.
10.3 Termination With Notice; Early Termination. In the event RBS
WorldPay or Bank breaches any of the provisions hereof and fails to cure
such breach within 30 days of receipt of written notice from Customer
specifying such breach, Customer may terminate this Agreement immediately
at the expiration of the 30 day cure period. Should Customer terminate this
Agreement without cause prior to the end of any term hereof, Customer shall
pay to RBS WorldPay, as an early termination fee, $495.00. Such
termination fee may be deducted from Customer's account by ACH debit by
Bank and shall be in addition to, and not in lieu of, any other remedies
available to RBS WorltlPay or Bank hereunder.
10.4 Additional Rights. Upon notice of any termination of this Agreement,
Bank shall determine and Bank, or RBS WorldPay on behalf of Bank, may notify
Customer of the estimated aggregate dollar amount of Customer's Chargebacks and
other obligations and liabilities that Bank and RBS WorldPay reasonably anticipate
may become due subsequent to termination, and Customer shall immediately deposit
such amount with Bank or Bank may withhold such amounts from credits due to
Customer or may utilize the funds in the Reserve Fund, if applicable. Bank is
authorized to hold such funds for a reasonable period not to exceed the latter of the
ten months after termination of this Agreement or the length of time applicable laws,
rules or regulations impose actual or potential liability upon any party to this
Agreement. Customer shall have no rights to such funds until all of its obligations
under this Agreement are satisfied, and RBS WorldPay and Bank may receive out of
such funds those amounts that are or become due to RBS WorldPay and Bank
pursuant to this Agreement.
10.5 Survival. The obligations of all parties hereto incurred prior to the
effective date of termination or arising from charges processed prior to the
termination shall survive the termination of this Agreement. Without limiting the
generality of the foregoing, Customer shall be liable both before and after
termination for all Chargebacks relating to card transactions prior to such
termination and for all obligations, warranties and liabilities of Customer
pertaining to the period during which RBS WorldPay and Bank processed or
settled transactions for Customer under this Agreement, including all
indemnification obligations, regardless of whether Customer has paid an early
termination fee under Section 10.3.
SECTION 11. GENERAL PROVISIONS.
11.1 Assignment; Binding; No Third Party Beneficiaries. Customer
may not assign this Agreement, directly or indirectly, including by operation of
law, without the prior written consent of the other parties. Bank may assign this
Agreement without Customer's consent. RBS WorldPay may assign its rights
and obligations under this agreement to another transaction processor approved
by the Bank. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their successors or permitted assigns. This Agreement will
not confer any rights or remedies upon any person or entity other than Bank,
RBS WorldPay, and Customer.
11.2 Exclusivity. Customer agrees that throughout the term of this Agreement, it
will not use the services of any bank, corporation, entity or person other than RBS
WorldPay and Bank to provide services similar to those contemplated in this Agreement.
11.3 Governing Law, Venue and Personal Jurisdiction. This
Agreement shall be governed by and construed In accordance with the laws of
the State of Georgia without giving effect to any choice or conflict of law
provision or rule (whether of the State of Georgia or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of
Georgia. In connection with any dispute relating to this Agreement, Customer
and all individuals executing this Agreement in any capacity hereby consent to
the exclusive jurisdiction of, and venue in, the courts in Atlanta, Georgia or
Fulton. County, Georgia.
11.4 Attorneys' Fees. In the event Bank or RBS WorldPay shall employ
legal counsel or bring an action at law or other proceeding against Customer to
enforce any of the terms, covenants, or conditions hereof, Customer shall pay to
Bank and /or RBS WorldPay its reasonable attorneys' fees and costs so incurred.
11.5 Maintenance of Records by Electronic Means. Customer
understands and acknowledges that RBS WorldPay, in the ordinary course of its
regularly conducted business activities, may keep or maintain certain of its
business records and documentation by scanning such records and documents
so as to create a photographic or other image or representation of same that
may be stored by electronic means and, if necessary, subsequently reproduced
in paper form. Customer hereby waives any objection to RBS WoridPay's
maintenance and /or reproduction of such records and documents in this
manner, and Customer further agrees that it shall not challenge or contest the
authenticity or admissibility of same on such grounds in any legal action or
proceeding.
11.6 Notices. Except as otherwise provided in this Agreement, written notices
required under the terms of this Agreement shall be sent by (a) Priority U.S. mail,
return receipt requested, (b) personal delivery including Federal Express, DHL, UPS,
or other reputable express courier services, or (c) facsimile, provided written
confirmation of receipt is received, return receipt requested and a copy is sent by either
the method described in (a) or (b). Notices shall be addressed to the Bank at RBS
Citizens, N.A., 1 Citizens Plaza, Providence, Rhode Island 02903, Attention: Merchant
Services; to RBSW at RBS WoddPay, Inc., 600 Morgan Falls Road, Atlanta, Georgia,
30350, Attention: Legal Department, Fax 678 -587 -2244; and to Customer at its
address shown in this Agreement; or such other address as shall be provided by the
Bank, RBSW or Customer in writing, to the other. Except as otherwise provided in this
Agreement, notices shall be effective upon actual receipt.
11.7 Con0den0ality. Customer acknowledges that each of RBS AuddPayS and
Bank's businesses is highly competitive and that its respective books, records and
documents, its technical information concerning its products, equipment, services and
processes, procurement procedures and pricing techniques, the names or other
information (such as credit and financial data) concerning the cardholders, RBS WoddPay
and Bank, all comprise confidential business information and trade secrets of RBS
WorldPay and Bank which are valuable, special and unique assets of RBS WorldPay and
Bank, which each uses in its business to obtain a competitive advantage over its
competitors, which do not know or use this information, or have access to it (collectively,
" Protected informaton Customer further acknowledges the protection of RBS
WoddPays and Bank's Protected Information against unauthorized disclosure and use is of
critical importance to RBS WorldPay and Bank in maintaining its competitive position.
Accordingly, Customer hereby agrees that neither it, nor any of Customers employees or
agents, will make any unauthorized disclosure of any Protected information, or make
any use thereof, except for the benefit of, and on behalf of, RBS WorldPay and Bank in
accordance with this Agreement. All Protected Information received by Customer
and/or Customer's employees or agents from RBS WorldPay or Bank shall be treated
as confidential and only those disclosures as may be necessary in accordance with
this Agreement may be made and than only to the extent necessary. The provisions
of this Section 11.7 shall be effective during the term of this Agreement and for a
period of two years thereafter, provided with respect to Protested Information that
constitutes a trade secret under applicable law, the provisions of this Section 11.7 shall
continue in effect for the longer of (i) two years after the termination of the Agreement,
or (it) for so long as such information continues to qualify as a trade secret under
applicable law, excluding failure to so quality as a result of breach of this Agreement.
Notwithstanding anything contained to the contrary herein, the parties further agree
that all cardholder data shall be protected in accordance with applicable law and the
Rules.
11.8 Force Majeure. RBS WorldPay and Bank shall not be liable for
delays in processing, settlement, or other non - performance caused by such
events as fires, telecommunications or utility or power failures, equipment
failures, labor strife, riots, war, non - performance of RBS WorldPay or Bank's
vendors or suppliers, acts of God, or other causes over which RBS Worldi
and Bank have no reasonable control.
11.10 Entire Agreement; Modification, Waiver. This Agreement and
any accompanying schedules constitutes the entire understanding with
respect to the subject matter hereof and supersedes all prior agreements,
understandings or negotiations, whether oral or written between them with
respect to the subject matter hereof. Except as otherwise set forth herein,
this Agreement may not be amended or modified, except by an instrument in
writing executed by all parties. No waiver by any party of any provision of
this Agreement will be valid unless the same will be in writing and signed by
the party making such waiver. No waiver of a provision of this Agreement
shall constitute a waiver of any other provision or of the same provision on
another occasion.
11.11 Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction will not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.