|
Powered by
<br />Contract ID- NA 2022 Page 3 of 8
<br />Premium Payment Services Terms and Conditions
<br />Smart Energy Systems, Inc., IPaySmart, Inc. and its affiliates (“Provider”) have developed certain proprietary software applications and services for the
<br />Customer, and the Parties have agreed that Provider will make the Services described in the Order Form available to the Customer hereunder. Therefore,
<br />in consideration of the mutual covenants, terms, and conditions set forth below and in any relevant exhibits or documents, the adequacy of which is hereby
<br />acknowledged, the Parties agree as follows
<br />1. Definitions
<br />1.1. "Agreement "or "Contract" shall refer to the main agreement or contract for Cloud Services, as amended from time to time.
<br />1.2. "Approved Payment Types" shall mean credit and debit means of payment, such as Visa®, MasterCard®, Discover®, E-check and other payment
<br />methods as deemed necessary by Provider.
<br />1.3. "Average Bill Amount" shall mean the total amount of Payments processed through Provider in each month divided by the number for the same
<br />month.
<br />1.4. “CPI Index” means the Consumer Price Index, West Region published by the U.S. Bureau of Labor.
<br />1.5. "Effective Date" shall be the last date upon which the parties signed the Agreement. The Agreement will not be effective against any party “until
<br />that date.
<br />1.6. “Enhancement(s)” shall refer to any personalization of the Provider Platform to achieve certain additional functional requirements of the Customer,
<br />as clarified and agreed during implementation.
<br />1.7. "Fee Assumptions" shall mean information used to calculate the Provider Service Fee, including the projected Average Bill Amount, projected
<br />payment method mix (credit vs debit vs e-check) and the total Payment Amount processed each month resulting from Non-Qualified Transactions.
<br />1.8. "Initial Setup" shall mean the first personalization and activation of the standard service as specified during the implementation process.
<br />1.9. “IVR” shall mean an interactive telephone voice response system that facilitates payment by Users.
<br />1.10."Launch Date" shall be the date on which Customer launches the Services to the Users.
<br />1.11. “Monthly Uptime Percentage” shall refer to the difference between 100% and the percentage of time during which the Services are unavailable.
<br />1.12. "Non-Qualified Transaction" shall mean (i) a Payment made with a card generally issued for business use that results in interchange fees or other
<br />processing charges assessed by a Provider Authorized Processor or card association that are higher than those charged for transactions with cards
<br />issued for consumer use; (ii) a Payment that does not qualify for reduced interchange fees under programs that Customer may be participating in.
<br />or (iii) a Payment that exceeds the transaction limits established in the Agreement. These high-cost cards may include, among others, corporate
<br />cards, virtual cards, purchase cards, business cards, and travel and entertainment cards.
<br />1.13. “Order Form” shall mean the check-box list of services selected by Customer and fee schedule attached to the Agreement.
<br />1.14. "Payment” shall mean payment by a User through the Platform for Customer's services, Customer's bills, or other amounts owed to Customer.
<br />1.15. "Payment Amount" shall mean the amount of a Payment.
<br />1.16. "Reversed or Charged-back Transactions" shall mean canceled transactions due to User error, a User's challenge to Payment authenticity, or
<br />action by a financial institution or a Provider Authorized Processor (commonly referred to as ACH or eCheck returns or credit/debit card
<br />chargebacks).
<br />1.17. “Services” shall refer to payment and payment processing services for the Customer powered by iPaySmart, Inc.and its affiliates.
<br />1.18. "Provider Authorized Processor" shall mean a Provider authorized merchant account provider and payment processing gateway.
<br />1.19. “Provider Platform” shall refer to Customer’s deployment of the digital cloud payments platform, or other applicable software sold directly or through
<br />an authorized reseller.
<br />1.20. “Term” shall mean the period set forth in Section 4 below.
<br />1.21. “Transaction Fees” shall mean costs and fees incurred by Provider in the ordinary course of processing payments on behalf of Customer.
<br />1.22. “Interchange Fees” (IC) shall mean interchange, assessment, gateway, and scheme fees and bank foreign handling fees, and any other third party
<br />fees incurred by Provider related to processing or payment transactions, which are passed through to Customer by Provider at Provider’s cost.
<br />1.23."User" shall mean the users of Customer’s services.
<br />2. Scope and General Terms
<br />2.1. Provider shall provide Services selected by Customer on the attached Order Form in accordance with the terms and conditions within the Agreement.
<br />Provider or its authorized agents may, on behalf of customer, procure, setup, and maintain third-party services in order to properly provide the
<br />Services for the Customer, dependent upon the Customer’s selections. Services enable Users to make Payments by Approved Payment Types.
<br />Payments may be made via IVR or secure Internet interface provided on the Provider Platform.
<br />2.2. Customer may use the Services solely to:
<br />a) Use and make the Services available to Users in connection with the Provider Platform.
<br />b) Use the Services in connection with and as necessary for Customer’s activities pursuant to these terms or the terms set forth in an applicable license
<br />agreement, SaaS subscription agreement, or cloud services agreement.
<br />c) Allow any affiliates to use the Services, subject to the terms hereunder.
<br />2.3. Enhancements
<br />a) The Parties agree that the Services are provided on a “platform as a service” basis, and not as a result of custom software development. The
<br />Provider Platform may be personalized to achieve certain additional functional requirements of the Customer as clarified and agreed during
<br />implementation (“Enhancements”). Enhancements may include some or all of the features included in any technical requirements or similar
<br />document provided to Provider. The Parties will fully cooperate with one another to: 1) ensure that requirements with respect to Enhancements are
<br />clarified as needed; 2) accept Provider’s proposed reasonable alternatives to achieve Customer’s functional objectives within the limits of the
<br />Provider Platform; and 3) accept Provider’s reasonable estimates of time of completion, designs and plans with respect to agreed Enhancements.
<br />There will be no fee charged by Provider to Customer for Enhancements, provided Provider designs and plans are accepted by Customer. If the
<br />Services are to be offered at multiple locations, or if the Services include multiple Enhancements, the Parties will agree to a phased implementation
<br />2.4. In relation to the Services provided under this Agreement, Customer agrees that:
<br />a) Customer shall not transfer, resell, lease, license, or otherwise make available the Services or Provider Platform to third parties or offer it on a
<br />standalone basis, or make any representation, warranty, or guarantee to any end user or third party on behalf of Provider concerning the Services.
<br />b) Provider shall be entitled to use any Customer data that is necessary to provide the Services.
<br />
<br /> <br /> DocuSign Envelope ID: ECD87DF2-0011-4B03-98B4-83FFFE6EE4F0DocuSign Envelope ID: 2151E2A1-A7DD-4CDB-946C-16B728322856
|