Supplier Payment Terms and Conditions

Last Updated: June 28, 2018

These Supplier Payment Terms and Conditions (“Terms and Conditions”) is an agreement between you and Activiter and applies to your access to and use of the Supplier Payment Service (“Service”). By registering for, accessing and/or using the Service, you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not access or use the Service.

These Terms and Conditions, with the Activiter Terms of Service (“Agreement”) and any other agreement into which you have entered with Activiter (collectively “Activiter Agreements”), apply to your access to and use of the Service. If any inconsistency exists between these Terms and Conditions and the Agreement, these Terms and Conditions will control your access to and use of the Service. Capitalized terms used but not defined in these Terms and Conditions are defined in the Agreement. To the extent they apply, these Terms and Conditions shall be incorporated into and made part of the Agreement, and any reference to “Agreement” in the Agreement shall include these Terms and Conditions.

  1. Scope of Service. Provider may use the Service to initiate Automated Clearing House (“ACH”) payments to persons or entities to whom Provider owes payment for the provision of goods and/or services by such person or entity (“Supplier”). Provider acknowledges and agrees that the Service will be used exclusively by Provider, solely for payments owed by Provider to Supplier, and not for payments by third parties to such Supplier.

  2. Provider Representations and Warranties. Provider represents and warrants that (a) any bank account designated by Provider to make payments via the Service will have been established primarily for business purposes and not for personal, family or household purposes, (b) it will provide complete and accurate information regarding its and its Suppliers’ bank accounts and ACH Instructions (defined below), including, but not limited to, required Supplier authorizations to initiate payments to Supplier, (c) it will execute and maintain a written agreement with each Supplier authorizing Provider to initiate credit ACH payments to Supplier’s designated bank account, (d) any such written agreement and authorization have not been terminated or revoked on the date an ACH Instruction is submitted by Provider to Activiter to initiate an ACH payment to the relevant Supplier, and (e) Provider will immediately notify Activiter (i) of any change to Supplier’s bank account information or (ii) if a Supplier revokes its authorization to receive ACH payments from Provider or otherwise terminates its written agreement with Provider. Provider acknowledges and agrees that Activiter assumes no liability for any communication to Suppliers on Provider’s behalf or at the direction of Provider.

  3. NACHA Rules. Provider agrees to comply with the operating rules and guidelines of the National Automated Clearing House Association or any other regional ACH used to process payments via the Service, as such rules are in effect from time to time (“NACHA Rules”). By electing to use the Service and requesting an ACH payment be made to a Supplier, Provider acknowledges that Provider is the Originator (as that term is defined under the NACHA Rules) with respect to each ACH payment requested by Provider, and Provider agrees to assume the obligations and responsibilities of an Originator under the NACHA Rules. Provider further acknowledges that it will not request ACH payments in violation of the laws of the United States, including, without limitation, the sanctions, laws, regulations and orders administered by OFAC, FinCEN and any state laws, regulations or orders applicable to ACH payments. Provider acknowledges that, under the NACHA Rules, the payment of a credit entry by Supplier’s RDFI (as that term is defined under the NACHA Rules) to a Supplier (as a Receiver, as that term is defined under the NACHA Rules) is provisional until receipt by the RDFI of final settlement. Provider also acknowledges that it has received notice of such rule and of the fact that if such settlement is not received, the RDFI will be entitled to a refund from Supplier of the amount credited, and Provider will not be deemed to have paid Supplier the amount of such ACH payment. With respect to each ACH payment requested by Provider, Provider acknowledges and agrees that it is making all representations and warranties applicable to an Originator and ODFI with respect to each ACH payment.

  4. ACH Instructions. To initiate an ACH payment through the Service, Provider must submit a file pertaining to Provider’s ACH payment that includes, among other things, the payment amount and Supplier’s designated bank account (“ACH Instruction”). Activiter is not responsible for the content or format of ACH Instructions, and Provider acknowledges and agrees that it is solely responsible for the accuracy of all information and instructions provided to Activiter. Provider acknowledges that once submitted, ACH Instructions may not be amended or modified. Provider will be responsible for any correction of ACH Instruction errors. Provider will reimburse Activiter for any losses arising directly or indirectly from any returns, rejections or other reversal of any ACH payment.

  5. Authorization. In order for Provider to pay a Supplier using the Service, Provider must provide Activiter with the requested information regarding the Supplier and authorizes Activiter and its ODFI to (i) originate a debit entry to Provider’s bank account to remit funds in the amount set forth in the ACH Instructions, and (ii) originate a credit entry to Supplier’s bank account identified, and in the amount set forth in, the ACH Instructions, less any fees or other withholdings owed to Activiter or other third parties in connection with the Service. Provider must provide Activiter with all banking information and consents and authorizations required under the NACHA Rules, or as may otherwise be required by Activiter.

  6. Insufficient Funds. Any insufficiency in available funds in Provider’s bank account to cover Provider’s ACH Payment obligations under this Agreement may result in a delayed payment or non-payment to Provider’s designated Suppliers. Activiter is not responsible for any fees assessed by Provider’s bank for the electronic funds transfer or wire, including but not limited to, fees charged for insufficient funds in Provider’s debited bank account.

  7. Stop Payments. Once an ACH payment has been initiated, Activiter does not have an obligation to honor any request for a stop payment, correction, reversal or recall of ACH Instructions or ACH payments. However, if Provider does make such a request within 1 business day of Provider’s submission of the relevant ACH Instructions to Activiter, Activiter will use commercially reasonable efforts to transmit such a request to the ODFI, provided that the request is made in sufficient time and in an appropriate manner to permit Activiter to act upon it and in all cases in accordance with the NACHA Rules. Provider will reimburse and indemnify Activiter from and against any and all losses or claims arising directly or indirectly from compliance with such request.

  8. Termination. Activiter or its ODFI (i) may terminate or suspend Provider’s ability to use the Service at any time and in their sole discretion, including Provider’s ability to originate ACH payments for breach of the NACHA Rules in a manner that permits Activiter or the ODFI to comply with the NACHA Rules, and (ii) may audit Provider for compliance with these Terms and Conditions and the NACHA Rules.