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MASTER SERVICES AGREEMENT
Client: City of Corona (CA)
Client Address: 755 Public Safety Way
Corona, CA 92880
Contact for Notices to Client: Tom Moody, DWP General Manager 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
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. Paymentus and Client expressly agree that this Master Agreement shall supersede and replace that certain Master Services Agreement entered into by Paymentus and Client on or about April 6, 2016.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
Client:
By:
Name:
Title:
Date:
Paymentus:
By:
Name:
Title:
Date:
DocuSign Envelope ID: D9109B91-6464-4941-BA77-B8597BF97D5F 10/5/2021
David Shapiro
SVP
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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 April 6, 2016.
1.4 “Launch Date” shall be the last date upon
which the parties signed this Agreement.
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 “Non-Qualified Transactions” shall refer to
a fee generated when a transaction does not qualify
as a consumer utility rate qualified transaction.
1.11 “User Data” means, for a particular User,
account name, account number, Payment
information, Payment Amount, credit card information
and any other personally identifiable information
concerning the User.
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, American Express, 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” or “Platform”).
3 Compensation
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 as per Schedule A
(hereinafter called “Paymentus Service Fee”).
For each payment, the 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, current payment
method mix (credit vs debit vs e-check) and on the
assumption that the total Payment Amount collected
each month from Non-Qualified Transactions does
not exceed 10% of the total card volume of the
Payment Amount collected by Paymentus per month
for all payment methods (“Fee Assumptions”). Client
shall be billed an additional Paymentus Service Fee,
referred to as a “Non-Qualified Transaction Fee”,
calculated pursuant to the formula set forth below, if
the Payment Amount collected each month from NonQualified Transactions exceeds 10% of the total Payment Amount collected by Paymentus per month
for all payment methods. Paymentus can amend this
schedule upon thirty (30) days prior written notice to
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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 or changes in Fee Assumptions.
Formula to be used for calculating Non-Qualified
Transaction Fee:
Total Payment Amount of Non-Qualified
Transactions minus (10% of the total Payment
Amount from all payment methods), multiplied by
2.5% = Non-Qualified Transaction Fee Amount.
4 Payment Processing
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
platform is an independent full service fully hosted
platform per PCI-DSS requirements for a fully hosted
solution. As such, Paymentus platform does and can
function independent of any billing system integration.
A payment posting file can be emailed or downloaded
from Paymentus Agent Dashboard. If Client chooses
to have Paymentus platform integrated with its billing
system, Paymentus offers two options:
(i) Paymentus standard integration
specification that Client can use to integrate its billing systems with Paymentus platform (“Standard
Integration”); (or)
(ii) Paymentus to either customize or
configure its platform to integrate with Client using file specification or APIs supported by Client’s billing
system (“Client Specific Integration”)
If Client chooses Standard Integration,
Paymentus agrees to fully cooperate with Client and
provide its specification to Client. Paymentus also
agrees to participate in meetings with Client’s
software vendor to provide any information or
clarifications needed to understand Standard
Integration. Time is of the essence and Paymentus
agrees to provide all integration/interface
specifications within 30 days from the Effective Date.
Client will take commercially reasonable steps to
develop the integration within 60 days from the date
on which Client has received all integration
specifications from Paymentus. Parties agree that if
Paymentus does not cooperate fully, it can lead to
Client being unable to perform its duties to deliver the integration in time.
If Client chooses Client Specific Integration,
Paymentus agrees to develop such integration at no
cost to Client, provided however, Client agrees to fully cooperate with Paymentus and cause its software
vendors to fully cooperate with Paymentus. Client
agrees to provide all specification required for Client specific integration. Client further agrees to
participate in testing with Paymentus and if needed,
cause its billing software vendors to participate in
testing. Time is of the essence and Client agrees to
provide or make available all integration/interface
specifications within 30 days from the Effective Date.
Paymentus will take commercially reasonable steps
to develop the integration within 60 days from the date on which Paymentus has received all the integration
specifications from Client or its vendors. Parties
agree that if Client does not cooperate fully or is
unable to cause its software vendors to cooperate
fully with Paymentus, it can lead to Paymentus being
unable to perform its duties to deliver the integration in time.
Based on Client’s use of Paymentus platform
and respective modules selected under this
Agreement, Paymentus will require the following
integration points:
(i) For one time Payment Module:
a. Customer Information – Text File or Realtime
b. Payment Posting – Text File or Real-time
(ii) For Recurring Payment Module
a. Text File
(iii) For E-billing Module
a. Billing Data - Text File or Real-time link
to billing data
(iv) For Outbound Notification
a. Audience File – Text File for customer
engagement messages
Each of these can be based on Standard
Integration or Client Specific Integration.
4.2 PCI Compliance
For PCI Compliance, Client has two options
for using Paymentus platform:
(i) Paymentus Fully Hosted Solution; or
(ii) Any other configuration
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Client agrees to use Paymentus’ fully hosted
service where Paymentus uses its own platform to
capture Payments and to manage the entire (end to
end) user experience from all channels for Payment
acceptance: Web, Mobile, IVR, POS devices (per
Paymentus recommended setup), recurring
payments, Ebill Presentment (“Paymentus Fully
Hosted Solution”). If Client chooses any other
integration such as third party web pages integrated
with Paymentus APIs, third party gateway pages, or
its own IVR systems or POS solution not
recommended by Paymentus, or a cashiering module
from third party, Client expressly agrees that Client
shall not be exempt from PCI requirements and shall
be liable for any data breaches occurring on its own
systems as Client’s recognizes that Client systems
are participating in the transactions and are in scope
for PCI compliance. Under such circumstances,
Paymentus shall not be responsible for any PCI
obligations outside of Paymentus own platform and
Paymentus expressly disclaims any PCI or security
obligations related to Client systems or any third party systems that participate in the payment transactions
that are outside of Paymentus Platform.
Paymentus highly recommends that Client
uses Paymentus Fully Hosted Solution to
substantially reduce its PCI compliance and data
breach risks.
If Client chooses to use any other option
other than Paymentus Fully Hosted Solution, Client
agrees and warrants that Client shall remain PCI
compliant throughout the term of this Agreement. For
clarity, just because Client uses PCI compliant
applications such as its billing software, it does not
eliminate the need for Client to be PCI compliant. Per
PCI requirements, if a party’s systems participate in
processing, or accepting or storing card transactions,
such party is required to be PCI compliant as the
systems are in scope.
All User Data shall only be stored or maintained on
servers located within the United States and Canada.
Paymentus shall provide thirty (30) days advance
written notice prior to storing or hosting any User Data on a server located anywhere other than the United
States or Canada. If Client does not agree to the
storage or hosting of User Data on servers located
anywhere other than the United States or Canada,
Client shall have the right, without penalty, to
terminate this Agreement upon ten (10) days’ notice
to Paymentus.
Paymentus will promptly notify Client of any actual or
potential exposure or misappropriation of User Data
that comes to Paymentus’ attention. At a minimum,
Paymentus shall provide the date or estimated date
of the breach and a general description of the breach
event. Paymentus will, at its expense, reasonably
cooperate with Client and with law enforcement
agencies in any effort to notify injured or potentially injured parties. Paymentus will be responsible for
data breaches of User Data subject to the limitation of liability provisions in Section 8.4.
All User Data in transit shall be encrypted using AES
128/256 bit encryption and sensitive data shall be
stored encrypted at rest. Paymentus also uses SSL
for additional level of security.
Paymentus agrees to provide the City with an SSAE
audit report (SOC 1 or SOC 2) upon request.
4.3 Explicit User Confirmation
Paymentus shall confirm the Payment
Amount to be charged to a User’s card and
electronically obtain the User approval of the
Payment Amount prior to initiating card authorizations
transaction. Paymentus will provide User with
electronic confirmation of all transactions.
4.4 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.
4.5 Card Authorization
For authorization purposes, Paymentus will
electronically transmit all card transactions to the
appropriate card processing center in real time as the
transactions occur.
4.6 Settlement
Paymentus together with its authorized Card
processor shall forward the Payment Amount for
settlement directly to the Client’s depository bank
account previously designated by the Client
(hereinafter the “Client Bank Account”).
Paymentus will submit to Client a monthly itemized
statement of the Paymentus Service Fees due. Client
shall, within thirty (30) days of receiving such
statement review the statement and pay all approved
charges thereon.
Paymentus together with Paymentus Authorized
Processor will continuously review its settlement and
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direct debit processes for its simplicity and
efficiencies. Client and Paymentus agree to fully cooperate 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 Users wherever Client usually
communicates its other payment methods.
5.3 Independent Contractor
Client and Paymentus agree and understand
that the relationship between both parties is that of an independent contractor.
5.4 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.
(ii) 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 individuals.
7.2 Notices
All notices of any type hereunder 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 mail for the below listed
individuals, all to the following individuals at the
following locations:
To Client
C/O: City of Corona
Jonathan Daly, General Manager
Address: 755 Public Safety Way
Corona, CA 92880
Email: [email protected]
To Paymentus
C/O: President and CEO
Address: 13024 Ballantyne Corporate Place
Suite 450
Charlotte, NC 28277
Email: [email protected]
Notices shall be declared to have been given or
received on the date the notice is physically received
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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.
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
Unless otherwise required by applicable
federal or state law or court order, 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 term 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,
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 (i) the willful misconduct or negligence of Paymentus in
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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 Indemnitees”) from and against all
liabilities, demands, losses, damages, costs or
expenses (including without limitation reasonable
attorney’s fees and expenses) incurred by any
Paymentus Indemnitee as a result or arising out of (i)
the willful misconduct or negligence of Client related
to the Services or (ii) a material breach of Client’s
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.
Notwithstanding anything in the Agreement to the
contrary, Paymentus’ total liability for a data breach
shall not exceed $1,000,000.
8.5 Cyber Liability Insurance
Within ten (10) days of execution of this
Master Services Agreement, Paymentus shall
procure and maintain, and shall provide evidence
satisfactory to the Client that it has secured, cyber
liability insurance, with limits not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
Coverage shall be sufficiently broad to respond to the
duties and obligations as is undertaken by
Paymentus in this Master Services Agreement and
shall include, but not be limited to, claims involving
security breach, system failure, data recovery,
business interruption, cyber extortion, social
engineering, infringement of intellectual property,
including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of
electronic information, release of private information, and alteration of electronic information. The policy
shall provide coverage for breach response costs,
regulatory fines and penalties as well as credit
monitoring expenses.
9 Term and Termination
9.1 Term
The term of this Agreement shall commence on the
effective date of this Agreement and continue until
June 30, 2023 (“Initial Term”). Services under this
Agreement began within 30 days of the merchant
account setup.
At the end of the Initial Term, this Agreement will
automatically renew for successive one (1) 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.
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 the
Cure Period, the non-breaching party can terminate
this Agreement by providing the other party with a 30
(thirty) days notice.
9.3 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
Effective 30 days after the last party to sign the Agreement Paymentus Service Fee charged to City of Corona (“Client”) will be based on the following table:
Paymentus Service Fee (Absorbed Fee Model)
Utility Payments
Average Payment Amount: $182
Maximum Payment Amount Shall be $25,000
Paymentus Service Fee per qualified Utility Rate transactions shall be:
Credit/Debit Card (VISA/MasterCard/DISC/AMEX
Amazon Pay, PayPal, PayPal Credit and Venmo)
ACH/eCheck
Non-qualified Transaction Excess Fee
Chargeback/Returns
$1.85 per transaction (Discount Utility Rate Program)
$0.30 per transaction
2.50% of the excess transaction amount
No fee
Maximum Payment Amount shall be $25,000. Multiple payments may be made.
Paymentus may apply different limits per transaction for user adoption or to mitigate risks.
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Schedule B – Additional Services (Optional)
Paymentus Service Fee charged to City of Corona (“Customer”) will be based on the following table:
Paymentus Solution/Service Paymentus Service Fee
Paymentus Electronic Bill Presentment (Enhanced e-Bill) System Development
System Set Up / Implementation
File interface with CIS
System loading fees
Presentment fees
Customer email notifications
12 month rolling historical e-bill hosting
$4,500.00 One-time Fee
(Waived)
$650.00 Monthly Hosting Fee
(Waived)
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 $0.07 per call
Email Outbound Message $0.02 per email message
SMS Outbound Message $0.10 per message (Available Upon Request) Fee Structure:
Up to 2,000 combined messages (IVR and Email) per month: No Charge In excess of Allotted Messages per month:
o $0.07 per IVR message
o $0.02 per Email message
The cost for customization of your outbound messages by Paymentus: No Charge DocuSign Envelope ID: D9109B91-6464-4941-BA77-B8597BF97D5F