HomeMy WebLinkAboutPaymentus 2015-06-12CF /hi s/ 5 3
Paymentus
MASTER SERVICES AGREEMENT
Client:
Client Address:
Contact for Notices to Client:
Estimated Yearly Bills / Invoices:
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Jan Newell
106,200
This Master Services Agreement ( "Master Agreement") is entered into as of the Effective Date below , by and
between the Client ( "Client ") identified above and Paymentus Corporation, a Delaware Corporation
( "Paymentus ").
WHEREAS Paymentus desires to provide and the Client desires to receive certain 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
Schedule B: Additional Services
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 Client 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 authorized
representatives.
Client:
By:
N e: "7`36-'0. 66-1-, -1 O
Date: 6 S
Master Services Agreement — Absorbed
Confidential & Proprietary
Paymentus:
By:
Name:
Title:
Date:
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GENERAL TERMS AND CONDITIONS
1 Definitions:
For the purposes of this Agreement, the
following terms and words shall have the meaning
ascribed 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 Client
1.2 "User" shall mean the users of the Client's
services
1.3 "Effective Date" shall be the last date upon
which the parties 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
Client launches this service to the Users
1.5 "Payment" shall mean Users to make
payments for Client's services or Client's bills
1.6 "Payment Amount" shall mean the bill
amount User wants to pay to the Client.
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.
1.10 "Notice," as used in Section 7.2, shall mean
notice of a dispute or material breach under Section
9.2 or of a termination or non - renewal of the contract
or contract term, or of a claim for damages, demand
for indemnification, tender of defense or similar
notification..
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2 Description of Services to be performed
2.1 Scope of Services
Paymentus shall provide Users the
opportunity to make Payments by Visa, MasterCard,
Discover, E -check and other payment methods as
deemed necessary by Paymentus. Payments may
be made by interactive Telephone Voice Response
System ( "IVR ") or secure Internet interface provided
at the Paymentus Corporation's web site or other
websites part of Paymentus' Instant Payment
Network ( "WebSites "), collectively referred to as the
( "System ").
2.2 Professionalism
Paymentus shall perform in a professional
manner all Services required to be performed under
this Agreement.
3 Compen n
satio
3.1 No Cost Installation
Paymentus will charge no fees related to the
initial setup and personalization of its standard
service for both Web and IVR interfaces.
3.2 Paymentus Service Fee
For each payment, Paymentus will charge a
Paymentus Service Fee (for the Utility Payment
program) as per Schedule A. Paymentus Service
Fee collected will 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 return
items (eCheck returns or Credit/Debit Card
chargebacks)..
A schedule of Paymentus Service Fee is attached
hereto as Schedule A. The Paymentus Service Fee
is based on the Average Bill Amount ("Over -
Average") and on the assumption that the total
number of payments and the total Payment Amount
collected each month from the use of non utility rate
qualified cards ( "Non- Quallfied ") such as commercial
cards or purchase cards shall not exceed 5 %. If the
5% is exceeded, Paymentus will apply monthly
adjustments, up to 3.5 %, to the Paymentus Service
Fee based on the Over - Average and Non - Qualified
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adjustments. Paymentus can amend this schedule
upon prior written notice to the Client, 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. In the
event that such a change is required, Paymentus will
provide written notification of such change to the
City of Ukiah for review by City Council. Should such
a change, result In an increase in pricing of ten
(10 %) percent or greater, City Council may exercise
the right to provide a 90 -day written notice of intent
to terminate this Agreement.
4 Payment Processinst
4.1 Integration with Client's Billing System
At no cost to Client, Paymentus will develop one (1)
file format Interface with Client's billing system using
Client's existing text file format currently used to post
payments to Client's billing system. Client 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 Client chooses to create an automated
file integration process to download the posting file,
due to Paymentus security requirements, Client will
use Paymentus specified integration process.
Paymentus shall provide these no cost integration
services for the billing system used by Client on the
effective date of this contract and any new or
additional billing system acquired by Client during
the full term of this contract and any extension
thereof.
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 Client to
have a merchant account with the Paymentus
Authorized Processor for processing and settlement
of the credit card transactions.
4.4 Card Authorization
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For authorization 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
and corresponding Paymentus Service Fee to the
appropriate card organizations for settlement directly
to the Client's depository bank account previously
designated by the Client (hereinafter the "Client
Bank Account ").
Paymentus will debit the Paymentus Service Fees
from Client's account on a monthly basis.
Paymentus together with Paymentus Authorized
Processor will continuously review Its settlement and
direct debit processes for its simplicity and
efficiencies. Client and Paymentus agree to fully co-
operate with each other if Paymentus were to
change its settlement and Invoicing processes.
5 General Conditions of Services
5.1 Service Reports
Paymentus shall provide Client with reports
summarizing use of the Services by Users for a
given reporting period.
5.2 User Adoption Communication by Client
Client will make Paymentus' Services
available to its residential and commercial Clients by
different means of Client communication including a)
through bills, invoices and other notices; b) by
providing IVR and Web payment details on the
Client's website including a "Pay Now" or similar link
on a mutually agreed prominent place on the web
site; c) through Client's general IVR/Phone system;
and d) other channels deemed appropriate by the
Client.
Paymentus shall provide Client with logos, graphics
and other marketing materials for Client's 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. Client will
communicate Paymentus option to its end
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residential and commercial Clients wherever Client
usually communicates its other payment methods.
6.3 Independent Contractor
Client and Paymentus agree and
understand that the relationship between both
parties is that of an independent contractor,
6.4 Client's Responsibilities
In order for Paymentus to provide Services
outlined in this Agreement, the Client shall co-
operate with Paymentus by:
(I) Client will enter Into all applicable merchant
Card or cash management agreements.
(11) For the duration of this Agreement, Client will
keep a bill payment link connecting to Paymentus
System at a prominent and mutually agreed location
on the Client website. The phone number for the IVR
payment will also be added to the web site. Client
will also add the IVR payment option as part of the
Client's general phone system.
(iii) User Adoption marketing as described in 5.2.
(iv) Within 30 days of the merchant account
setup, Client will launch the service to the Users.
(v) For the purpose of providing Client a posting
file for posting to Client's billing system, Client will
provide the file format specification currently used to
post its payments to the billing system. Client will
fully cooperate with Paymentus and provide the
information required to integrate with Client's billing
system.
6 Governing Laws
This Agreement shall be governed by the
laws of the state of California.
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 transmit instructions and receive
information. The parties may from time to time
designate other individuals or change the
individua Is.
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7.2 Notices
A Notice shall be in writing and shall be
given by Certified Mail or by a national courier or by
hand delivery to an individual authorized to receive
mall for the below listed individuals, all to the
following individuals at the following locations:
To Client
CIO: Jan Newell
Address: 300 Seminary Avenue, Ukiah, CA 95482
Phone: (707) 463 -6216
Fax: (707) 463 -6204
To Paymentus
C /O: President and CEO
Address: 13024 Ballantyne Corporate Place
Suite 400
Charlotte, NC 28277
Phone: 888- 212 -2027
Fax: 704 - 322 -3776
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 unilaterally change the name of the
person to whom notice Is to be given or the address
at which the notice is to be received.
All other communications permitted or required by
this contract shall be given as expressly provided in
other sections herein. If no other form is, specified
such communication shall be in writing and may be
delivered as provided above or by email when
receipt has been acknowledged by return email from
the recipient. Such notice shall be deemed given
and received on the date receipt is acknowledged.
Unless otherwise specified email shall be sent as
follows:
To Client
C /O: Jan Newell
jnewell@cityofukiah.com
To Paymentus
C /O: President and CEO
Either party may change the name of the person and
the email address by giving email notice of the
change.
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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.
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 concerning this
Agreement between the parties hereto, the parties
agree to bear their own costs and attorney's fees.
7,7 Confidentiality
Client 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 terra of this
Agreement about Paymentus' business, operations,
financial condition, technology, systems, no -how,
products, services, suppliers, Clients, marketing
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 performance of the services,
7.8 Intellectual Property
In order that the Client may promote the
Services and Paymentus' role in providing the
Services, Paymentus grants to Client a revocable,
non - exclusive, royalty -free, license to use
Paymentus' logo and other service marks (the
"Paymentus Marks ") for such purpose only. Client
does not have any right, title, license or interest,
express or implied in and to any object code,
software, hardware, trademarks, service mark, trade
name, formula, system, know -how, telephone
number, telephone line, domain name, URL,
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Confidential & Proprietary
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 Property"). 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 performance 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, including without
limitation, natural disasters, war, terrorist acts, riots,
acts of a governmental entity (in a sovereign or
contractual capacity), fire, storms, quarantine
restrictions, floods, explosions, labor strikes, labor
walk -outs, extra- ordinary losses utilities (including
telecommunications services), external computer
"hacker" attacks, and/or delays of common carrier.
7.10 Time of the Essence
Paymentus and Client acknowledge and
agree that time is of the essence for the completion
of the Services to be performed and each parties
respective 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
Client and its governing officials, agents, employees,
and attorneys (collectively, the "Client Indemnitees ")
from and against all liabilities, demands, losses,
damages, costs or expenses (including reasonable
attorney's fees and costs), incurred by any Client
Indemnitee as a result or arising out of (1) the willful
misconduct or negligence of Paymentus in
performing the Services or (ii) a material breach by
Paymentus of its covenants.
8,2 Client indemnification and Hold Harmless
Client agrees to the fullest extent permitted
by law, to indemnify and hold harmless Paymentus,
its affiliates, officers, directors, stockholders, agents,
employees, and representatives, (collectively, the
"Paymentus lndemnitees ") from and against all
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liabilities, demands, losses, damages, costs or
expenses (including without limitation reasonable
attorney's fees and expenses) incurred by any
Paymentus lndemnitee as a result or arising out of
(I) the willful misconduct or negligence of Client
related to the Services or (11) a material breach of
Clients covenants.
8.3 Warranty Disclaimer
Except as expressly set forth in this
Agreement, Paymentus disclaims all other
representations or warranties, express or implied,
made to the Client or any other 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 5 (five) 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, any extension of the
Agreement term shall be subject to written approval
by City Council. This Agreement will automatically
renew for successive three (3) year periods unless
either Client or Paymentus provide the other party
with not less than 6 (six) months prior written notice
before such automatic renewal date that such party
elects not to automatically renew the term of this
Agreement; provided, however, that no automatic
Master Services Agreement — Absorbed
Confidential & Proprietary
renewal shall be binding on the Client unless the
extension of the term is approved by formal action of
its City Council.
9.1 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 the
Cure Period, the non - breaching party can terminate
this Agreement by providing the other party with a
30 (thirty) days notice.
9.2 Upon Termination
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 Client in writing.
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Schedule A — Paymentus Service Fee Schedule
Paymentus Service Fee charged to the City will be based on the following model:
Absorbed Fee Model
Utility Payments, including Sanitation Fees
Average Payment: $224
Paymentus Service Fee per qualified utility rate transaction
• Credit/Debit Card
Rate)
• ACH/ eCheck
$2.00 (Visa, MasterCard , Discover utility Program
$1.00
Note: Maximum Amount per Payment is $500. Multiple payments can be made.
Paymentus may apply different limits per transactions for user adoption or to mitigate risks.
Miscellaneous Government Payments (Non - Utility), including, but not limited to:
• Parking Citations
• Parking Permits
• Employee Health Premiums
• Hangar Fees
• Building Permit Fees
• Recreation Class Payments
Paymentus Service Fee
• Credit/Debit Card /ACH 2.50 % of the payment amount, or $1.25, whichever is
greater (Visa, MasterCard, Discover and ACH /e- Check)
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Schedule B — Additional Services
Paymentus Service Fee charged to the Customer will be based on the following table:
Paymentus Solution /Service Paymentus Service Fee
Paymentus Electronic Bill Presentment Set -Up $2500.00 Annual Fee (Waived)
(Standard a -Bill)
$450 Monthly Hosting Fee (Waived)
• System Development
• System Set Up / Implementation
• File interface with CIS
• System loading fees
• Presentment fees
• Customer email notifications
• 3 month rolling historical e-bill hosting
Paymentus Enterprise Communication Manager (Optional)
Paymentus Enterprise Communications consists of outbound IVR (Integrated Voice Response
— automated phone messaging), email, and SMS (Short Message Service — Text Messaging.
There is no charge to the Customer for the infrastructure enabling these services.
The fee to the Customer is charged on a per use basis, as follows:
• IVR Outbound Message $0.15 per call
• Email Outbound Message $0.05 per email message
• SMS Outbound Message $0.25 per message (Available Upon Request)
Fee Structure:
❑ Up to 1,000 combined messages (IVR and Email) per month: No Charge
❑ In excess of Allotted Messages per month:
o $0.15 per IVR message
o $0.05 per Email message
❑ The cost for customization of your outbound messages by Paymentus: No Charge
Encrypted Swipe Devices (Optional)
• Device Configuration $2500.00 Annual Fee (Waived)
• System Set -Up /Implementation $ 225.00 Per Device Fee
(Waived, up to two -2 devices)
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