PROFESSIONAL SERVICES AGREEMENT
[Utility Billing Web/IVR Payment Portal]
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on this _____ day of _________________, 2024 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and PAYMENTUS CORPORATION, a Delaware corporation (“Contractor”), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit “A,” which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are th e subject of this Agreement are not in the usual course of City’s business and City relies on Contractor’s representation that it is independently engaged in the busi ness of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity provid ing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary.
Jamey Taulbee, Finance Manager (“City’s Project Manager”), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager (or his/her designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this agreement shall not exceed ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS and 00/100 ($175,000.00) without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor’s fees for payment are collected via direct ACH debit withdrawals and for other services via monthly invoicing as necessary.
2 b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed.
c. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement.
6. Independent Contractor . At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever.
8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agreement. 3 It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion . Except as otherwise specified in Exhibit “A,” Contractor shall commence the work provided for in this Agreement within five (5) days of the Effective Date of this Agreement and diligently prosecute completion of the work in accordance with the time period set forth in Exhibit “A” hereto or as otherwise agreed to by and between the representatives of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.
12. Term. The Term of this agreement shall be for one (1) years commencing on the Effective Date. At the end of the term of this Agreement, the City will have the option to renew the Agreement up to four (4) times.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed a mount stated in Section 2.a, above, absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, asses sments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity . During the performance of this Agreement, Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. 4 Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law , Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising out of:
(1) Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s employees arising out of Contractor’s work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees’ status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on o r off City’s property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph.
5 b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement.
d. The indemniti es set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers ’ compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any worker s’ compensation benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of ( 2) Two Million Dollars ( $2,000,000) per occurrence ; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis.
c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of One Million Dollars ($ 1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability 6 insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement.
f. “Reserved”
g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.
h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days’ prior written notice to City.
i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in Califo rnia so long as such insurer pos sesses the aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set -off from any sums owed Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance.
l. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein.
19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than Thirty (30) days’ written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services 7 satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days’ notice from City, and copies thereof shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified p revailing rates of wages to all such workers . The general prevailing wage determinations for c rafts can be located on the web site of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.
c. Contractor represents and warrants that it:
(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and
(2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and
(3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I -9 for each of Contractor’s employees; and
8 (4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I -9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.
d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c.
e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any wo rk performed which is inconsistent with or in violation of the provisions of this Agree ment shall not be compensated.
24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally , by e -mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of 9 same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission.
“CONTRACTOR” “CITY”
Paymentus Corporation City of Orange
11605 N. Community House Road, Ste. 300 300 E. Chapman Avenue Charlotte, North Carolina 28277 Orange, CA 92866-1591 Attn.: Jessica Galbraith Attn.: Jamey Taulbee
Telephone: (980) 326-3291 Telephone: (714) 744-2244 E-Mail: [email protected] E-Mail: [email protected]
25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.
[Remainder of page intentionally left blank; signatures on next page]
10 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
“CONTRACTOR” “CITY”
PAYMENTUS CORPORATION, CITY OF ORANGE, a municipal corporation a Delaware corporation
*By: By:
Printed Name: Daniel R. Slater, Mayor
Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mike Vigliotta, City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City.
√NA
EXHIBIT “A”
SCOPE OF SERVICES
[Beneath this sheet.]
CONFIDENTIAL AND PROPRIETARY
PAYMENTUS LEGAL: FORM REVISION OF 11.4.2022
MASTER SERVICES AGREEMENT
Client: City of Orange
Client Address: 300 East Chapman Ave
Orange, CA 92866
Contact for Notices to Client:
Estimated Number of Yearly Payments:
Jamey Taulbee
500,000
This Master Services Agreement (“Agreement”) is entered into as of the date of the last of the signatures set forth below (“Effective Date”), by and between the Client identified above and Paymentus Corporation, a Delaware Corporation, with a principal place of business at 11605 N. Community House Road, Suite 300, Charlotte, North Carolina 28277. Client and Paymentus are also referred to as “Party” and collectively as the “Parties”.
STATEMENT OF PURPOSE
Paymentus desires to provide, Client desires to receive electronic bill payment services as more particularly described in this Agreement under the terms, and conditions set forth herein.
AGREEMENT
In consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bo und, hereby covenant and agree as follows.
This Agreement consists of the following documents:
(i) this signature page
(ii) the General Terms and Conditions; and
(iii) the following Schedules:
Schedule A: Paymentus Service Fee Schedule
This Agreement represents the entire agreement between the Parties with respect to its subject matter, supersedes all prior written or oral agreements or understandings related to the subject matter hereof, and may be changed only by agreements in writing signe d by the authorized representatives of each of the Parties.
IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.
CITY OF ORANGE
By: __________________________________
NAME: _______________________________
TITLE: _______________________________
DATE: _______________________________
PAYMENTUS CORPORATION
By: __________________________________
NAME: _______________________________
TITLE: _______________________________
DATE: _______________________________
Confidential & Proprietary 191108.1
GENERAL TERMS AND CONDITIONS
BY AND BETWEEN PAYMENTUS CORPORATION AND CITY OF ORANGE 1 Definitions:
For the purposes of the Agreement, the following
terms and words have the meaning ascribed to them,
unless the context clearly indicates otherwise.
1.1 “Affiliates” means (i) any entities that control,
are controlled by, or are under common
control with a Party.
1.2 “Agent Dashboard ” means a web based
portal that enables Client to manage and
monitor its’ customers' payments and
accounts including such features as the
ability to add and manage users, look up
payment schedules, make payments
manually on behalf of the customers, and
generate payment reports.
1.3 “Agreement” or “Master Agreement” means
the Master Services Agreement between the
Parties, as amended from time to time,
including the Signature Page, these General
Terms and Conditions and all Schedules.
1.4 “Average Bill Amount ” means the total
amount of Payments processed through
Paymentus in a given month divided by the
number of the Payments for the same month.
1.5 “Custom Enhancement(s) ” means one or
more enhancements to the Services which is
either unique to Client, or which was
expedited prior to being developed pursuant
to a Statement of Work entered int o by the
Parties in which Client agrees to pay
Professional Services Fees for the Work
done in connection therewith.
1.6 “Customer Information Files ” or “CIF”
means a computerized file used by a
company that stores all customer data such
as the customer’s per sonal and account
information.
1.7 “Custom Implementation ” means
implementation of Client’s Custom
Integration and Custom Enhancements in
accordance with the applicable SOW.
1.8 “Custom Integration ” customization of the
Platform to integrate with Client’s billing
system using non-standard file specifications
or application programming interfaces
(“APIs”) supported by Client’s billing system
1.9 “Effective Date” has the meaning set forth on
the signature page above, unless the
Agreement is submitted to Client for
acceptance in a manner that does not call for
Paymentus to execute it, in which event the
Effective Date shall be the date that Client
signs the Agreement.
1.10 “Excess Payment Amount ” means the
amount by which the total of all Payment
Amounts from Non -Qualified Tra nsactions
processed in a calendar month exceeds 5%
of the total of the Payment Amounts of all
card Payments processed that month.
1.11 “Fee Assumptions” means information used
to calculate the Paymentus Fee (as defined
in Section 3.2) as provided by Client in good
faith, including (i) the projected Average Bill
Amount, and (ii) the projected payment
method mix (credit vs debit vs e-check) of all
card Payments processed that month.
1.12 “IPN” or “ Instant Payment Network”™
means the network developed by Paymentus
to e nable customer engagement, bill
presentment and receipt of payments by
businesses through multiple channels as
enabled from time to time by Paymentus.
1.13 “Launch Date ” means the date on which
Client completes the introduction to Users of
all of the Services set forth on Schedule A or
in any applicable SOW as of the Effective
Date of this Agreement.
1.14 “Minimum Monthly Commitment” means a
fixed amount agreed to by the Parties that is
based upon the expected number of
transactions to occur each month during the
Term times the Average Bill Amount, as set
forth in Schedule A).
1.15 “Non-Qualified Transaction ” means any
payment where the Paymentus Fee is lower
than the cost of processing such payment
(including the cost of Third Party Fees).
1.16 “Payment” means payment by a Use r
through the Platform for Client’s services,
Client’s bills, or other amounts owed to
Client.
1.17 “Payment Amount” means the amount of a
Payment.
Confidential & Proprietary 191108.1
1.18 “Paymentus Authorized Processor” means
a Paymentus authorized merchant account
provider or payment processing intermediary
or gateway.
1.19 “Paymentus Fee” is the amount charged for
the Services as set forth on Schedule A.
1.20 “Platform” is defined in Section 2.1.
1.21 “Professional Services” means the work to
be performed for Client by Paymentus as
described in the Statement of W ork, which
may be changed from time to time in
accordance with the Change Order process
described in the SOW.
1.22 “Professional Services Fees ” means the
fees charged for the Professional Services
described on a Statement of Work.
1.23 “Reversed or Chargeback Transa ctions”
means cancelled transactions due to User
error, a User’s challenge to Payment
authenticity, or action by a financial institution
or a Paymentus Authorized Processor
(commonly referred to as ACH or eCheck
returns or credit/debit card chargebacks).
1.24 “Services” means the performance by
Paymentus of the payment and related
services selected by Client as set forth in
Schedule A and as provided in Section 2.2.1.
1.25 “Standard Implementation” means (i) the
initial integration between the information
systems of both Parties so that Paymentus
can receive Client’s customer data to be used
in the provision of the Services, and Client
can receive payment and other related data
from Paymentus, (ii) the setup of the payment
processor and bank deposit accounts, (iii) the
setup of the payment channels described on
Schedule A to this Agreement and (iv) the
creation of business rules to be applied to the
acceptance of payments, all as further
described in the applicable SOW or
Paymentus documentation. Any changes
following the initial integration will be handled
through the Change Order process.
1.26 “Statement of Work ” or “ SOW” means the
statement of work entered into between the
Parties, which shall be substantially in the
form attached as Schedule C, which is
attached hereto and incorporated herein by
reference.
1.27 “System Availability ” means that date on
which Paymentus notifies Client’s that the
Platform is ready to process User data.
1.28 “Term” means the Initial Term and any
renewal term as defined in Section 7.1 of this
Agreement.
1.29 “Third Party Fees” is defined in Section 3.2.2
of this Agreement.
1.30 “User” means a Client customer who uses
the Services to pay its Client bills.
1.31 “Work” or “ Work Product ” means the
customizations that are performed by
Paymentus as part of the Prof essional
Services described in the SOW.
2 Description of Services to be Performed
2.1 Scope of Services
When selected on Schedule A, Paymentus will
provide Users the opportunity to view and receive
bills, make Payments using the payment methods
provided under S chedule A and other payment
methods and wallets as offered by Paymentus from
time to time. The payment methods and other
services provided may be used within the channels
described on Schedule A or on other websites or
mobile/web apps or chatbots or voice assistants that
are part of the Instant Payment Network, (collectively
referred to as the “Platform”). Paymentus will provide
a mechanism by which Client may select the channels
and payment methods Client wishes to offer Users.
Paymentus will be the exclus ive provider to Client of
all electronic bill payment and related services
substantially similar to the Services.
2.2 Professionalism
Paymentus will perform the Services in a professional
and commercially reasonable manner.
2.3 New or Enhanced Services
From time to time Paymentus may offer Client new or
enhanced services, such as new functionality within
the IPN, the ability to accept other payment methods,
methods of bill presentment, the ability to access
alternative payment processors or other service
providers or Paymentus Authorized Processors or
otherwise modify the terms and conditions under
which the Services are provided (“Service
Enhancements”). Paymentus will provide Client with
notice through the Agent Dashboard disclosing the
terms, including any contr acts or contract
amendments, under which the Service
Confidential & Proprietary 191108.1
Enhancements will be made available. If the Service
Enhancements will result in additional fees to or
impose additional material obligations on Client or
Users, Client will have thirty (30) days after th e date the notice is posted on the Agent Dashboard to opt -
out of the Service Enhancements in the manner
provided in the notice. If Client does not opt -out in a timely manner, then when the Service Enhancements
are introduced they will form part of the Services and
Client will be bound by the additional terms as
disclosed in the notice, and the Paymentus Service
Fee (Schedule A) will be deemed amended to reflect
changes in the Services and fees in connection with
the Service Enhancements.
3 Compensation and Payment Terms
3.1 Implementation
3.1.1 Charge for Standard Implementation .
Paymentus will charge the fees related to Standard
Implementation that are set forth on the applicable
Statement of Work.
3.1.2 Custom Implementation . If Client
requests customizations d uring the implementation
process, the SOW will contain an estimate of the
amount of custom Work that will be required to be
performed on a time and materials basis, which Work
will be performed at a blended hourly rate set forth
therein in accordance with the payment terms set
forth in the SOW. If there are changes following the
execution of the Statement of Work, the parties will
follow the change order process detailed in the SOW.
Custom implementation shall be billed as set forth in
the SOW.
3.2 Paymentus Fee
3.2.1 Party to be charged the Paymentus
Fee. The party to be charged the Paymentus Fee is
identified on Schedule A.
3.2.1.1 Where “User Fee” is Selected on
Schedule A, User will be charged the Paymentus
Fee.
3.2.1.2 “ Where “Absorbed Fee” is
selected on Schedule A, Client will be charged the
Paymentus Fee.
3.2.2 Third Party Payments . Paymentus will
pay the corresponding processing and related fees to
the applicable third parties out of the Paymentus Fee
(“”Third Party Fees”), except for fees related to
Reversed or Chargeback Transactions.
3.2.3 Adjustments to the Paymentus Fee .
The Paymentus Fee may be adjusted thirty (30) days
following the date of delivery by Paymentus’ of prior
written notice to Client due to one of the following:
3.2.3.1 Mistake in connection with the
Fee Assumptions. A mistake by either of the parties
with respect to the Fee Assumptions, including but
not limited to changes in (a) the average Payment
Amount made by the Users, (b) the mix of payment
methods utilized by the Users or (c) the interchange
rates applied to transactions.
3.2.3.2 Charges for Non -qualified
Transactions. The Paymentus Fee is based on the
Fee Assumptions and on the assumption that the total
number of payments and the total Paym ent Amount
collected each month from the use of non -consumer
cards shall be under 5% of the total per month. Client
shall be billed a Paymentus Service Fee based on the
rate of 2.85% of the Payment Amount for any Excess
Payment A mount if the Fee Assumptions vary by
more than 5%.
3.2.3.3 Changes in Third Party Fees .
Changes in the card or payment system rules,
changes in payment processing fees or other
changes in Third Party Fees that are outside of
Paymentus’ control that increase Paymentus’ cost of
processing transactions.
3.2.3.4 Changes due to increases in the
Consumer Price Index . Beginning on the first
anniversary of the Launch Date, and continuing on
each anniversary of the Launch Date thereafter
during the initial term and any renewal t erms, the
Paymentus Fee may be increased annually by a
percentage equal to the increase in the Consumer
Price Index, “U.S. City Average/All Items for All Urban Consumers (CPI-U) (1982-84 = 100)”.
3.3 Payment Terms.
3.3.1 User Paid Invoices . When Us er pays
the Paymentus Fees (as designated on Schedule A),
User will pay the Paymentus Fees together with the
corresponding Payment at the time of the transaction.
3.3.2 Client Paid Invoices . When Client is
obligated to pay the Paymentus Fee (as shown on
Schedule A), Paymentus will invoice Client promptly
following the end of each full or partial calendar month during the Term and Client’s bank account will be
debited for Paymentus Fees. In addition, Client will
be billed for applicable Professional Services Fees as
described in the SOW in accordance with the terms
set forth therein. Client shall notify Paymentus in
writing of any alleged errors or discrepancies
detected by Client in Paymentus’ calculation of the
Paymentus Fees, or Professional Services Fee s
Confidential & Proprietary 191108.1
contained in the applicable invoice(s) within thirty (30) days from the invoice date (“Due Date”). To the extent
that any portion of an invoice is disputed in good faith (“Disputed Amount”), Client shall timely pay on or
prior to the Due Date the undispu ted portion of any
invoice, and promptly notify Paymentus in writing of
the Disputed Amount, providing a reasonably detailed
explanation for such Disputed Amount (“Invoice
Dispute Notice”). The parties shall work together in
good faith to resolve all issues identified in the Invoice Dispute Notice within ten (10) days of Paymentus’
receipt thereof. Charges on invoices which are not
disputed within thirty (30) days of the invoice date
shall be deemed accepted and Paymentus shall have
no obligation to correct any calculation errors
identified after such period. Invoices that are not
timely paid shall be subject to interest from the Due
Date at the higher of 18% per annum or the then
current legal rate of interest.
4 Payment Processing
4.1 Integration with Client’s Billing System
Paymentus will provide implementation services to
Client in accordance with the terms of Schedule C,
which is attached hereto and incorporated herein by
reference.
4.2 PCI Compliance
To the extent that either Party receives payment card
information subject to the Payment Card Industry
Data Security Standards (“PCI -DSS”) in connection
with providing the Services, such Party will comply
with all requirements of the PCI -DSS with respect to
storage, transmission and disclosure of payment card
information.
4.3 Explicit User Confirmation
Paymentus will electronically confirm to the User the
dollar amount of all Payments, and when paid by the
User, the corresponding Paymentus Fee to be
charged for the transaction, and electronically obtain the User’s appro val of the charges prior to initiating payment authorizations transaction.
4.4 Merchant Account
If described as part of implementation services in the
applicable SOW, Paymentus will assist Client in
setting up a merchant account directly with the
Paymentus Authorized Processor for processing and
settlement of transactions.
4.5 Payment Authorization
For authorization purposes, Paymentus will
electronically transmit all card or other payment
transactions to the appropriate processing center, in
real time as the tra nsactions occur or as provided in
applicable rules. In its sole discretion, Paymentus
may refuse to process any transaction that it
reasonably believes is (i) submitted in violation of its terms of use or (ii) necessary to protect Client, Users, itself or others from actual or potentially illegal,
fraudulent or harmful activity.
4.6 Settlement
Paymentus together with a Paymentus Authorized
Processor will forward the payment transactions, to
the appropriate organizations for settlement directly
to Client’s depository bank account previously
designated by Client (“Client Bank Account”) as a
positive amount of payment processing funds, net of
any User paid Paymentus Fee and any Reversed or
Chargeback Transactions (described below). When
Client pays the Payment us Fee, Paymentus will
invoice Client and debit the fees from the Client Bank
Account on a monthly basis.
Paymentus together with the 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.
4.7 Reversed or Chargeback Transactions
With respect to all Reversed or Chargeback
Transactions, Client authorizes P aymentus and
Paymentus Authorized Processor (and/or the
respective payment organizations) to debit the Client
Bank Account for the Payment Amount and/or offset
the Payment Amount against future payouts and
Paymentus will refund the applicable amount to the
payment organization for credit back to the User the
corresponding Paymentus Fee, if any.
Paymentus together with Paymentus Authorized
Processor will continuously review its processes for
Reversed or Chargeback Transactions for simplicity
and efficiencies. Client and Paymentus agree to fully
cooperate with each other if Paymentus requires any
change to its settlement and invoicing processes for
these transactions.
Confidential & Proprietary 191108.1
5 General Conditions of Services
5.1 Service Reports
Paymentus will provide Client with reports
summarizing use of the Services by Users for a given
reporting period, which period shall be designated by
Client during the Standard Implementation process.
Such standard reports are available through the
Agent Dashboard.
5.2 User Adoption Communication by Client
Client will prominently communicate the Services as
a primary payment option to its customers wherever
Client usually communicates its other payment
options.
Client will make the Services known or available to its customers by different mean s of customer
communication including (i) on the face of bills,
invoices and other notices; (ii) on any marketing or
advertising materials that include payment options;
(iii) if direct payments have been activated, by
providing Interactive Voice Response ( “IVR”) and
Web payment details prominently on Client’s website
including a “Pay Now” or similar link on a mutually
agreed prominent place on the web site; (iv) if IVR
payments have been activated, through Client’s
general IVR/Phone system; and (v) other channels or
means available to Client or reasonably suggested
by Paymentus.
Paymentus will provide Client with logos, graphics
and other marketing materials solely for Client’s use
in its communications with its customers regarding
the Services and/or Paymentus.
5.3 Independent Contractor
Paymentus is an independent contractor. Paymentus
is not acting as an agent or fiduciary of the Client or its Users.
5.4 Client’s Responsibilities
In order for Paymentus to provide the Services, Client
will fully cooperate with Paymentus by:
(i) Entering into (and authorizing Paymentus to do
so on its behalf) all applicable merchant
processing, cash management, ACH origination,
or kiosk agreements, provided that Client is given
notice of and approves any additional fees
associated with those agreements, and providing
information and consents reasonably requested
in connection with the agreements.
(ii) Maintaining throughout the duration of the
Agreement during which direct payments via the
web is activated, a bill payment link connecting to
the Paymentus Platform at a prominent and
mutually agreed location on Client’s website. If
the IVR channel is activated, the phone number
for IVR payments will also be added to the web
site and as an option as part of Client’s general
phone system.
(iii) Sharing User Adoption Communication as
described in Section 5.2 (User Adoption
Communication by Client).
(iv) Providing Customer Information to Paymentus.
As part of the information transfer required for
implementation, Client will provide Paymentus
with CIF on all Client customers serviced by
Client. The CIF shall also identify customers by
payment type.
(v) Launching the Service within 30 days of System
Availability. Paymentus will notify Client in writing
of System Availability. Client will have ten (10)
days fol lowing such notification to confirm that
there are no material defects in the System
(“Testing Period”). If material defects in the
System are identified, Client shall provide
reasonable detail to Paymentus about such
defects, and the System Availability date will be
extended until Paymentus notifies Client again of
System Availability, and following an additional
Testing Period, Client confirms there are no
material defects in the System. If the Launch Date
does not occur by the earlier of (i) thirty (30) days
following final System Availability or (ii) 120 days
following the Effective Date (as adjusted for any
time required for Paymentus to cure applicable
defects), Client shall be obligated to pay seventy-
five percent (75%) of the Minimum Monthly
Commitment Fees commencing the following
month.
(vi) Dedicating sufficient properly trained and fully
engaged personnel to support the
implementation process and its use of the
Services in compliance with all laws applicable to
its use of the Services.
(vii) Providing Pay mentus with the file format
specification currently used to post payments to
the billing system to allow Paymentus to provide
Client with a posting file for posting to Client’s
billing system.
(viii) Fully cooperating with Paymentus and securing
the cooper ation of its software and service
providers and providing the information required
to integrate with Clients’ billing system.
Confidential & Proprietary 191108.1
(viii) Fully cooperating with Paymentus to integrate its systems with the Paymentus Platform through
the use of Paymentus’ APIs to enable Client’s
access to the IPN, if selected.
(ix) Promptly provide Paymentus notice within a
reasonable time (not to exceed 48 hours) if Client
encounters a cyber -incident or a data security
breach which could reasonably be expected to
compromise Paymentus data.
6 Indemnification and Limitation of Liability
6.1 Paymentus Indemnification and Hold
Harmless
Paymentus agrees to defend, hold harm less and
indemnify Client and its directors, officers or
governing officials, and employees (collectively, the
“Client Indemnitees”) from and against all liabilities, demands, losses, damages, costs or expenses
(including reasonable attorney’s fees and cos ts),
incurred by any Client Indemnitee arising from a claim
or demand brought by a third party to the extent such
claim or demand alleges that the Services provided
under this Agreement infringe the intellectual property rights of the third-party.
6.2 Client Indemnification and Hold Harmless
Client agrees to defend, hold harmless and indemnify
Paymentus and its directors, officers, employees, and
Affiliates (collectively, the “Paymentus Indemnitees”)
from and against all liabilities, demands, losses,
damages, costs or expenses (including reasonable
attorney’s fees and costs), incurred by any
Paymentus Indemnitee arising from a claim or
demand brought by a third party to the extent the
claim or demand relates to the underlying relationship
or obligations of Client and its Users.
6.3 Indemnification Procedure
The indemnified party will give the indemnifying party
prompt written notice of any claim for which
indemnification is sought. The indemnifying party will
have the right to control the defense and settlement
of any claim, provided that any settlement that admits
liability on behalf of the indemnified party, or
adversely affects the indemnified party shall (i)
require the indemnified party’s prior written consent,
which consent will not be unreasonably conditioned ,
delayed or withheld and (ii) to the extent legally
permitted, shall remain confidential.
6.4 Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THE
AGREEMENT, PAYMENTUS MAKES NO OTHER RE
PRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED AND DISCLAIMS ALL
OTHER REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, MADE TO 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 THE AGREEMENT.
6.5 Limitation of Liability
NOTWITHSTANDING THE FOREGOING,
PAYMENTUS WILL NOT BE LIABLE FOR ANY
LOST PROFITS, LOST SAVINGS OR OTHER
SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, EVEN IF IT HAS BEEN ADVISED OF
OR COULD HAVE FORESEEN THE POSSIBILITY
OF THESE DAMAGES. IN NO EVENT WILL
PA YMENTUS BE LIA BLE FOR A NY LOSSES OR
DAMAGES RESULTING FROM THE ACTS,
OMISSIONS OR ERRORS OF THIRD PARTIES OR
OF CLIENT OR FOR PROVIDING AGREEMENTS,
INSTRUCTIONS OR INFORMATION TO USERS AS
INSTRUCTED BY CLIENT. PAYMENTUS’ TOTAL
LIABILITY FOR DAMAGES FOR ANY AND ALL
ACTIONS ASSOCIATED WITH THE AGREEMENT
OR THE SERVICES WILL IN NO EVENT EXCEED
(I) FOR AN ERROR OR OTHER ACTION
AFFECTING THE PROCESSING OF ONE OR
MORE PAYMENTS, THE AMOUNT OF THE
PAYMENTUS FEE ASSOCIATED WITH EACH
PAYMENT, (II) FOR ALL OTHER CLAIMS, THE
A M O U N T O F T H E P A Y M E N T U S F E E ( N E T O F
DIRECT PROCESSING AND OTHER FEES PAID
BY PAYMENTUS) PAID TO PAYMENTUS (“NET
FEES”) IN THE SIX (6) MONTHS BEFORE THE
EVENTS GIVING RISE TO THE CLAIM OR CLAIMS
ARISING FROM THE SAME CIRCUMSTANCES;
AND (III) IN NO EVENT, MORE THAN THE LESSER
OF $500,000.00 OR THE NET FEES UNDER THE
AGREEMENT.
7 Term and Termination
7.1 Term
The term of the Agreement will commence on the
Effective Date and continue for a period of 5 (five)
years (“Initial Term”).
At the end of the Initial Term, the Agreement will
automatically renew for successive three (3) year
periods unless either Client or Paymentus provides
the other Party with not less than 6 (six) months prior
Confidential & Proprietary 191108.1
written notice before the automatic renewal date that
it elects not to automatically renew the term of the
Agreement.
7.2 Material Breach
A material breach of the Agreement will be cured
within 90 (ninety) business days (“Cure Period”) after
a Party notifies the other in writing of the breach in
accordance with the Notice Provisions of this
Agreement and with reasonable details regarding the
material breach. In the event a material breach has
not been cured within the Cure Period, the non -
breaching Party can terminate the Agreement by
providing th e other Party with a 30 business days’
written notice.
7.3 Upon Termination
Upon termination of the Agreement, the Parties agree
to cooperate with one another to ensure that all
Payments are accounted for and all refundable
transactions have been completed. During any period
between the date of the notice of non -renewal or
termination, if applicable, and the termination date set forth therein, Client shall maintain transaction
volumes materially consistent with historical usage of
Paymentus’ Platform. Upon ter mination, Paymentus
will cease all Services being provided hereunder
unless otherwise agreed in writing.
8. Confidentiality
The Parties agree that notwithstanding anything in
this Agreement to the contrary, they will each abide
by the terms of the Mutual Con fidentiality Agreement
or other mutual non -disclosure agreement signed by
the Parties in connection with the commencement of
the negotiation of this Agreement (“NDA”), which
NDA shall be incorporated herein by reference, with
the exception that the Term o f the NDA shall be
extended from the Effective Date of the NDA for three
years following the termination or earlier expiration of this Agreement (the Confidentiality Period”).
Furthermore, during the Confidentiality Period, Client
will not for any purpose inconsistent with the
Agreement disclose to any third party or use any
Paymentus confidential or proprietary non -public
information that Client has obtained during the
procurement process or during the term of the
Agreement about Paymentus’ business, including the
terms of the Agreement, operations, financial
condition, technology, systems, know-how, products,
Services, suppliers, clients, marketing data, plans,
and models, and personnel. Except as required by
law, Paymentus will not for any purpose incons istent
with the Agreement or its privacy policy in effect from time to time disclose to any third party or use any
confidential User information it receives in connection with its performance of the Services other than as
required in connection with the third parties described in Section 5.4(i) (applicable merchant processing,
cash management, ACH origination, or kiosk
agreements) above.
9. FOIA Requests
If a request for information is made to Client under
any federal, state or other governmental freedom of
information act or similar law, rule or regulation
seeking disclosure of any of the confidential
information of Paymentus, this Agreement or other
information provided to Client before and after the
Effective Date in connection with or pursuant to this
Agreement, Client shall (i) promptly provide
Paymentus written notice of (email shall suffice) such
request (along with a copy of the request) so that
Paymentus may seek, at Paymentus’ sole expense,
a protective order or other appropriate remedy to
protect the requested information to the extent legally permitted and (ii) provide reasonable cooperation (at
Paymentus’ request and sole expense, including but
not limited to Client’s legal fees reasonably incurred
to protect the requested information) to resist or limit any disclosure pursuant to this paragraph.
10. Intellectual Property
In order that Client may promote the Services and
Paymentus’ role in pr oviding 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 this purpose only. Client does not have
any right, title, license or interest, exp ress 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 use d 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 Platform
and all rights therein (other than rights expressly
granted herein) and goodwill pertain thereto belong
exclusively to Paymentus.
Confidential & Proprietary 191108.1
11. Miscellaneous
11.1 Authorized Representative
Each Party will designate an individual to act as its
representative, with the authority to transmit
instructions and receive information. The Parties may
from time to time designate and notify the other Party
of other individuals or change the individuals.
11.2 Notices
All notices of any type hereunder (“Notices”) will be in writing and sent to the addresses indicated on the
signature page and except as otherwise provided in
these Terms and Conditions will be given by certified
mail, a national courier or by hand delivery. Notices
will be considered to have been given or received on
the date the notice is physically received. Any party
by giving notice in the manner set forth herein (or by
electronic mail) 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, by
sending Notice to the other party. Notices to
Paymentus shall also be copied to the attention of the
Legal Department at the Paymentus address.
11.3 Interpretation
It is the intent of the Parties that no portion of the
Agreement will be interpreted more harshly against
either of the Parties as the drafter.
11.4 Governing Law
The Agreement will be governed by the laws of the
state of Delaware, without giving effect to any
principles of conflicts of law.
11.5 Severability
If a word, sentence or paragraph herein is declared
illegal, unenforceable, or unconst itutional, that word, sentence or paragraph will be severed from the
Agreement, and the Agreement will be read as if that
word, sentence or paragraph did not exist.
11.6 Attorney’s Fees
Should any litigation or other dispute requiring the
involvement of a ttorneys arise between the Parties
concerning the Agreement, the Parties agree to bear
their own costs and attorney’s fees.
11.7 Force Majeure
Each of the Party’s will be excused from performing
the Services or other non-monetary obligations to the
extent such Party’s performance is directly delayed,
impaired or rendered impossible due to acts of God
or other events that are beyond such Party’s
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,
floods, labor strikes, labor walk -outs, pandemics or
other wide-scale heath crisis, quarantine and related
restrictions, explosions, extra-ordinary loss of utilities (including telecommunications services), or external
computer “hacker” attacks and/or delays of common
carrier.
11.8 No Third Party Beneficiaries.
Not Nothing in this Agreement, express or implied, is
intended to confer rights, benefits, remedies,
obligations or liabilities on any person (including
Users or customers of the parties) other than the
parties or their respective successors and permitted
assigns.
11.9 Entire Agreement
The Agreement represents the entire agreement
between the Parties with respect to its subject matter
and supersedes all prior written or oral agreements or
understandings related to its subject matter and
except as provided in the Agreement may be
changed only by agreements in writing signed by the
authorized representatives of the Parties. Paymentus
may amend this Agreement as reasonably necessary
to comply with laws, regulations or rules applicable to the Services provided under this Agreement.
11.9 Counterparts
The Agreement and any amendment or other
document related to the Agreement may be executed
in counterparts, each of which will constitute an
original, and all of which will constitute one
agreement. The Agreement and any amendment or
other document related to the Agreement may be
signed electronically. A p hotographic or facsimile
copy of the signature evidencing a party’s execution
of the Agreement will be effective as an original
signature.
General Terms and Conditions Page 9
Confidential & Proprietary 191108.1
Schedule A – Paymentus Service Fee Schedule
The Paymentus Fee will be as specified below, and will be paid by the Client (“Absorbed Fee”) or User (“User Fee”) based on the identified Fee Model.
Channels Payment Methods Paymentus Fee Fee Model
Instant
Payment
Network™
(“IPN”)
All payment channels and methods
offered under IPN such as PayPal,
Venmo, PayPal Credit, Secure PDF
Push, Chatbot, Advanced Notification
Service (ECM), Text 2 Pay, Voice
Assistants, Mobile Apps and others as
offered by Paymentus.
$1.80 per transaction User Fee
Direct
Payments
(Web, IVR,
Scheduled)
Credit, Debit Cards
ACH/eChecks
$1.80 per transaction
$0.45 per transaction
User Fee
Enterprise Communication Messaging (“ECM”)
Outbound Messaging
(SMS, Email, IVR)
Up to 2,000 monthly messages (IVR,
Email & SMS) per month: No Charge
In excess of 2,000 per month:
$0.15 per IVR message
$0.05 per Email message
$0.15 per SMS Outbound Message
Absorbed
Fee
Average Bill Amount Maximum Payment Amount Chargeback and Returned Check Fee
$150.00 $5,000 $9.95
Multiple payments may be made. Paymentus may apply different limits per transactions for user adoption or to mitigate risk.