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HomeMy WebLinkAbout5490Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 5490 • PAYMENTUS Master Services Agreement-Online Payment Processing Finance GS50-01-11 Rev. 3 General 11/1/2010 10/31/2016 8/1/2016 Comments: 3 year renewal terms; Amendment 8/15/11 C� Pa mentus . y The Real-7�me Bill Paymenl Company MASTER SERVICES AGREEMENT Customer: � City of Bremerton Washington Customer Address: I 345 6'" Street, Suite 600, Bremerton, WA 98337-1812 Contad for Notices to Customer: Cathy Johnson Estimated Yearly Bills / Invoices: � 600 This Master Services Agreement ("Master Agreement") is entered into as of the Effective Date below, by and between the Customer ("Custome�') identified above and Paymentus Corporation, a Delaware Corporation ("Paymentus"). WHEREAS Paymentus desires to provide and the Client desires to receive ceriain services under the terms and conditions set forth in this Agreement. Paymentus provides electronic bill payment services to utilities, municipalities, insurance and other businesses. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby covenant and agree as follows. This Agreement consists of this signature page, General Terms and Conditions, and the attachments ("Attachments") with schedules ("Schedules") listed below: Schedule A: Paymentus Service Fee Schedule This Agreement represents the entire understanding between the parties hereto with respect to its subject matter and supersedes all other written or oral agreements heretofore made by or on behalf of Paymentus or Customer with respect to the subject matter hereof and may be changed only by agreements in writing signed by the authorized representatives of the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authonzed representatives .� � / I/ J � � _ � 1. �/LJ. , /. • � . .� i - / _tI - r s u_ • Paymentus• By: Name: �1�15�� Y�� I J�H,� (N� /i : 1���51 ZJ �,n,T � GF—� Date: j � ! j ��fjl� TI" T _ � Date: N 0 � �� Z/� /Z� ' � _ Tit�e�er�r+a OO�ee�oro�' F�h� '+�q,� �i-voo�iUe C� Pa mentus . Y The Real-Time 8ill Paymen[ Company GENERAL TERMS AND CONDITIONS 1 Definitions: �� For the purposes of this Agreement, the followmg terms and words shall have the mearnng ascnbed to them, unless the context clearly indicates otherwise. 1.1 "Agreement " or "Contract" shall refer to this Agreement, as amended from time to time, which shall constitute an authorization for the term of this contract for Paymentus to be the exclusive provider of services, stated herein, to the Customer 1.2 "Use�' shall mean the users of the Customers services 1.3 "Effecttve Date" shall be the last date upon which the pa�ties signed this Agreement. The Agreement will not be effective against any party until the said date 1.4 "Launch Date" shall be the date on which Customer launches this service to the Users 1.5 "Payment" shall mean Users to make payments for Customers services or Customers bills 1.6 "Payment Amount" shall mean the bill amount User wants to pay to the Customer. 1.7 "Services" shall include the performance of the Services outlined in section 2 of this Agreement 1.8 "Paymentus Authorized Processor" shall mean a Paymentus authorized merchant account provider and payment processing gateway 1.9 "Average Bill Amount" shall mean the total amount of Payments collected through Paymentus system in a given month divided by the number of the Payments for the same month. 2 Descriution of Services to be Performed 2.1 Scope of Servlces Paymentus shall provide Users the opportunity to make Payments by Credit Cards and other payment methods as deemed necessary by Paymentus. Payments may be made by Interactive Telephone Voice Response System ("IVR") or secure Internet interface prowded at the Paymentus Corporation's web site or other websites part of Paymentus' Instant Payment Network ("WebSites"), collectrvely referred to as the ("System"). Paymentus shall, on behalf of the Customer, collect and process Payments from Users using Visa, MasterCard or other credit cards ("hereinafter referred to as a"Card"). Paymentus may also offer other payment options such as eChecks or Debit Cards. 2.2 Professionalism Paymentus shall perfortn in a professional manner all Services required to be performed under this Agreement. -2- C� Pa mentus . Y The Real-Time Bill Paymen! Company 3 Compensation 3.1 No Cost Installation Paymentus wdl charge no fees related to the m�tial setup and personalizat�on of its standard service for both Web and IVR interfaces. 3.2 Paymentus Service Fee System will charge each User a Service fee for each transaction processed (hereinafter called "Paymentus Service Fee"). Such Paymentus Service Fee is to be collected in addition to the corresponding Payment as part of the transaction. For each payment, the Paymentus Service Fee collected wdl be used to pay the corresponding Credit Card transaction fees or transaction fees associated with Debit Cards or eChecks (hereinafter called "Transaction Fees") except for the retum items (eCheck retums or CrediUDebit Card chargebadcs). A schedule of Paymentus Service Fee is attached hereto as Schedule A. Paymentus and Customer may mutually review Paymentus Service Fee schedule at regular intervals. However, Paymentus can amend this schedule upon prior wntten notice to the Customer, if such change is required due to changes in the Visa and MasterCard regulations or changes in Credit Card fees or changes in the Average Bill Amount. 4 Pavment Processina 4.1 Integratlon with Customers Billing System At no cost to Customer, Paymentus will develop one (1) file format interface with Customers billing system using Customers existing text file format currently used to post payments to Customer's billing system. Customer will be responsible to provide Paymentus with the one file format specification and will fully cooperate with Paymentus during the development of the said interface. If Customer chooses to create an automated file integration process to download the posting file, due to Paymentus security requirements, Customer will use Paymentus specified integration process. 4.2 Explicit User Confirmation Paymentus shall confirm the dollar amount of all Payments and the corresponding Paymentus Service Fee to be charged to a Card and electronically obtain the User approval of such charges prior to initiating Card authorizations transaction. Paymentus will provide User with electronic confirmation of all transactions. 4.3 Merchant Account Paymentus will arrange for the Customer to have a merchant account with the Paymentus Authorized Processor for processing and settlement of the credit card transactions. 4.4 Card Authorization For authonzation purposes, Paymentus will electronically transmit all Card transactions to the appropriate Card-processing center, in real time as the transactions occur. 4.5 Settlement Paymentus together with its authorized Card processor shall forward the payment transactions to the appropriate card organizations for settlement directly to the Customer's depository bank account -3- C� Pa mentus y The Real-Time Bill Payment Company previously designated by the Customer (hereinafter the "Customer Bank Account"). Paymentus Service Fee wdl be directly deposited into Paymentus bank account. Paymentus together with Paymentus Authorized Processor will continuously review �ts settlement and direct debit processes for its simplicity and efficiencies. Customer and Paymentus agree to Fully co- operate with each other if Paymentus were to change its settlement and invoic+ng processes. 5 General Conditions of Services 5.1 Service Reports Paymentus shall provide Customer with reports summarizing use of the Services by Users for a given reporting period. 5.2 User Adoption Communication by Customer Customer will make Paymentus' Services available to its residential and commercial customers by different means of customer communication including a) through bdls, invoices and other notices; b) by providing IVR and Web payment details on the Customer's website including a"Pay Now" or similar link on a muivally agreed prominent place on the web site; c) through customers general IVR/Phone system; and d) other channels deemed appropriate by the Customer. Paymentus shall provide Customer with logos, graphics and other mariceting materials for Customers use in its communications with its users regarding the Services and/or Paymentus. Both parties agree that Paymentus will be presented as a payment method option. Customer will communicate Paymentus option to its end residential and commercial customers wherever Customer usually communicates its other payment methods. 5.3 Independent Contractor Customer and Paymentus agree and understand that the relationship between both parties is that of an mdependent contractor. 5.4 Customer's Responsibilitfes In order for Paymentus to provide Services outlined in this Agreement, the Customer shall co- operate with Paymentus by: (i) Customer will enter into all applicable merchant Card or cash management agreements. (ii) For the duration of this Agreement, Customer will keep a bill payment link connecting to Paymentus System at a prominent and mutually agreed location on the Customer website. The phone number for the IVR payment will also be added to the web site. Customer will also add the IVR payment option as part of the Customer's general phone system. (iii) User Adoption marketing as descnbed in 5.2. (iv) Within 30 days of the merchant account setup, Customer will launch the service to the Users. (v) For the purpose of providing Customer a posting file for posting to Customers billing system, Customer will provide the file format specification currently used to post its payments to the billing system. Customer will fully cooperate with Paymentus and provide the information required to integrate with Customers billing system. -4- C� Pa mentus Y The Real-Time Bill Paymenl Company 6 Governinq Laws This Agreement shall be govemed by the laws of the state of Washington. 7 Communications 7.1 Authorized Representative Each party shall designate an individual to act as a representative for the respective party, with the authority to transmii instructions and receive information. The parties may from time to time designate other individuals or change the individuals. 7.2 Notices All notices of any type hereunder shall be in wnting and shall be given by Certified Post or a national Courier or by hand delivery to an individual authonzed to receive mad for the below listed individuals, all to the following individuals at the following locations: To Customer Go Finance Officer 345 6�' Street, Suite 600 8remerton, WA 98337 (360) 473-5296 (Phone) (360) 473-5200 (Fax) To Paymentus Go President and CEO 3455 Peachtree Road N.E. 5' Floor Atlanta, GA 30326 (888)476-8910(Phone) (877) 882-1676 (Fax) Notices shall be declared to have been given or received on the date the notice is physically received if given by hand delivery, or if notices given by US Post, then notice shall be deemed to have been given upon on date said notice was deposited in the mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth herein may undaterally change the name of the person to whom notice is to be given or the address at which the notice is to be recerved 7.3 Interpretation It is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 7.4 Amendment of Agreement Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. -5- C� Pa mentus Y The Real-T�me Bill Payment Company 7.5 Severability If a word, sentence or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence or paragraph shall be severed from this Agreement, and this Agreement shall be read as if said word, sentence or paragraph did not exist. 7.6 Attorney's Fees Should any litigation arise conceming this Agreement between the parties hereto, the parties agree to bear their own costs and attomey's fees. 7.7 Confidentiality Customer will not disclose to any third party or use for any purpose inconsistent with this Agreement any confidential or proprietary non-public information it obtains during the term of this Agreement about Paymentus' business, operations, financial condition, technology, systems, nahow, products, services, suppliers, customers, marlceting data, plans, and models, and personnel. Paymentus will not disclose to any third party or use for any purpose inconsistent with this Agreement any confidential User information it receives in connection with its perfortnance of the services. 7.8 Intellectual Property In order that the Customer may promote the Services and Paymentus' role in providing the Services, Paymentus grants to Customer a revocable, non-exclusive, royalty-free, I�cense to use Paymentus' logo and other service marks (the "Paymentus Marics") for such purpose only. Customer does not have any right, title, license or interest, express or implied in and to any object code, software, hardware, trademarks, service maric, trade name, formula, system, know-how, telephone number, telephone line, domain name, URL, copyright image, text, script (including, without limitation, any script used by Paymentus on the IVR or the WebSite) or other intellectual property right of Paymentus ("Paymentus Intellectual Prope�ty"). All Paymentus Marks, Paymentus Intellectual Property, and the System and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto belong exclusively to Paymentus. 7.9 Force Majeure Paymentus will be excused from performing the Services as contemplated by this Agreement to the extent its perfortnance is delayed, impaired or rendered impossible by acts of God or other events that are beyond Paymentus' reasonable control and without its fault or judgment, inGuding without limitation, natural disasters, war, terrorist acts, riots, acts of a govemmental entity (in a sovereign or contractual capaGty), fire, storms, quarantine restrictions, floods, explosions, labor strikes, labor walk-outs, extra-ordinary losses utilities (including telecommunications services), extemal computer "hacke�' attacks, and/or delays of common carrier. 7.10 Time of the Essence Paymentus and Customer acknowledge and agree that time is of the essence for the completion of the Services to be pe�formed and each parties respedive obligations under this Agreement. 8 Indemnification 8.1 Paymentus Indemnification and Hold Harmless Paymentus agrees to the fullest extent permitted by law, to indemnify and hold harmless the Customer and its governing officials, agents, employees, and attomeys (collectively, the "Customer Indemnitees") from and against all liabilities, demands, losses, damages, costs or expenses (including reasonable attomey's fees and costs), incurred by any Customer Indemnitee as a result or arising out of (i) the willful misconduct or negligence of Paymentus in performmg the Services or (u) a matenal breach by Paymentus of its covenants. �� C� Paymentus Thc Real-Time Bill Payment Campany 8.2 Customer Indemnification and Hold Harmless Customer agrees to the fullest extent permitted by law, to �ndemnify and hold harmless Paymentus, its affiliates, oHicers, directors, stockholders, agents, employees, and representatives, (collectwely, the "Paymentus Indemnitees") from and against all liabilities, demands, losses, damages, costs or expenses (including without limitation reasonable attomey's fees and expenses) incurred by any Paymentus Indemnitee as a result or arising out of (i) the wdlful misconduct or negligence of Customer related to the Services or (ii) a material breach of Customers covenants. 8.3 Wamanty Disclaimer Except as expressly set forth in this Agreement, Paymentus disclaims all other representations or warranties, express or implied, made to the Customer or any olher person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness, for a particular purpose or otherwise of any services or any good provided incidental to the Services provided under this Agreement. 8.4 Limitation of Liability Notwithstanding the foregoing, the parties agree that neither party shall be liable to the other for any lost profits, lost savings or other special, indirect or consequential damages, even if the party has been advised of or could have foreseen the possibility of such damages. Paymentus' total liability for damages for any and all actions associated with this Agreement or the Services shall in no event exceed the specific dollar amount of the Paymentus Service Fee paid to Paymentus for the particular payment transaction which is the subject matter of the claim of damage. 9 Term and Termination 9.1 Term The term of this Agreement shall commence on the effective date of this Agreement and continue for a period of 3(three) years ("Initial Term") from the Launch Date. Services under this Agreement shall begin within 30 days of the merchant account setup. At the end of the Initial Term, this Agreement can be renewed for successive three (3) year penods by mutual consent of the parties. However, if Paymentus continues to provide Services beyond the Initial Term or any subsequent term, it would be under a renewal term of 3(three) years. 9.2 Material Breach A material breach of this Agreement shall be cured within 90 (ninety) days ("Cure Period") after a party notifies the other of such breach. In the event, such material breach has not been cured within Ihe Cure Period, the non-breaching party can terminate this Agreement by providing the other party with a 30 (thirty) days notice. 9.3 Upon TerminaUon Upon termination of this Agreement, the parties agree to cooperate with one another to ensure that all Payments are accounted for and all refundable transactions have been completed. Upon termination, Paymentus shall cease all Services being provided hereunder unless otherwise directed by the Customer in wnting. -7- C� Pa mentus . y The Real-Time Bill Payment Company Schedule A— Paymentus Service Fee Schedule Paymentus Service Fee charged to the User will be based on one of the following table: Payment Amount Paymentus Service Fee Tax Bills 2.75% of Tax B�II Courts Fines - Average Bill Flat Fee of $3.95 ' Amount of $160.00 Courts Parking Fines - Flat Fee of $2.95 " Average Bill Amount of $60.00 • ' Note: Maximum Amount per Payment is $300. Multiple payments can be made. • " Note: Maximum Amount per Payment is $150. Multiple payments can be made. The Paymentus Service Fee will be collected in addition to the end-user bill payment total. Paymentus may apply different limits per transactions for user adoption or to mitigate risks. -S- C� Paymentus The Real-Time Bill Paymenl Compairy AMENDING AGItEEMENT Customer. � City of Bremerton Washington Customer Address: � 345 6'" Street, B�emerton, WA 98337-1873 Estimated Yearly Billsllmoices: � 1000 This Amending Agreement is entered into as of 15th day of August 20! 1, by and between the Customer ("Customer) identified above and Paymentus Corporation, a Delaware Corporation ("Paymentus'�. WHEREAS: A- The parties entered into a Master Senrices Agreement dated Novembe� 1, 2010. B- The parties now wish to amend the Master Services Agreement by the addition of amendment schedule B: Paymentus Service Fees. NOW, THEREFORE, in consideration of the mutual cove�anta hereinaRer set forth, the receipt and sutficEency of which are hereby acknowledged, the parGes, iMending to be legally bound, hereby covenant anci ag�ee as follows: Schedule A of Master Services Agreement will have the addition of Schedule B atteched with this Amending Agreemerrt. Except the Schedule B, as provided in this Amending Agreement, all provisions of the Agreement remain in full iorce and effect, un-amended. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives / • /. .�, �� _, _ � � ,��+��. . •, � - I, — , ' � � �.1 �.� � ' �� � � . �= . � - � �r. : ♦ Paym ntu . �� �'� - - Name: '"l'4�'� /N'A'`ao7Y,�l� Title• Co•�tr�Cd�L — Date: �'`��'uS�T i � ° Lo /� -1- � � � Paymentus The Real-Time Bil{ Payment Company Schedute B— Paymentus Service Fee Schedule Paymentus Service Fee charged to the User wiil be based on the following table: Payment Amount Paymentus Servlce Fee Business Licenses /Land Lord Ucenses I Flat Fee of $2.95 • Average BIII Amount $ 75.00 . Maximum of $150 per payment . Payrnentus is respansible for payment processing fees including credit card, echeck, and debit fees. Note: Multiple payments can be made. � 1. Paymentus is responsiWe for payment processing fees including credit ca�d tees and alectronfc Chedcs. 2. Custome� will be responsible (or retum item fee of $10.00 per itan for any retumed eChedc or Cred'tt Card transecUons The Paymentus Service Fee will be collected in addition to the end-user bill payment total. Paymentus may apply difierent limits per transactlons for user adopbon or to mitigate risks. -2-