Business Center Terms of Service Agreement for Paymentus DIRECT Users
Last Revision Date:January 19, 2023
Table of Contents
- Acceptance Of Agreement
- Amendments
- Overview Of Paymentus Business Center Services
- Eligibility And Setting Up Your Account
- Mobile Invoice Capture
- Making Payments Through The Services
- Payment Authorization
- Transaction Classification
- Payment Review
- Returned Transactions
- Insufficient Funds
- Payment Cancellation Requests
- Chargebacks
- Stop Payment Requests And Refunds
- Receiving Payments through the Services
- Paymentus Business Center Fees
- Applicable Taxes And Penalties
- Applicable Use
- Third Party Services And Links To Other Websites
- Limitation Of Liability
- Disclaimer Of Warranties
- Indemnification
- Closing Your Account
- Paymentus Business Center’s Suspension And Termination Rights
- Consent To Electronic Disclosures
- Feedback
- Dispute Resolution And Arbitration
- Release Of Paymentus Business Center And the Third Party
- Responsibility For Compliance With Employment Law
- General
Payments Corporation, a Delaware corporation, via its accounting automation solution, the Paymentus Business Center DIRECT Platform (“Paymentus Business Center”) enables business-to-business Accounts Payable (payments) and Accounts Receivable (invoicing). These Terms of Service (the “Agreement”) are a legal agreement among Paymentus Business Center, and you and any person or organization for which you represent. This Agreement governs your use of our website located at https://pt-bc.paymentus.net/ and the associated software and services (collectively the “Services”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY PAYMENTUS Business Center SERVICES. If you do not agree to this Agreement, do not use the Services.
This Agreement provides that all disputes between you and Paymentus Business Center will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review Section 26 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any dispute with Paymentus Business Center.
As used in this Agreement, the words “you” and “your” refer to you, a User (defined below) of the Services and the Party agreeing to this Agreement. The words “we,” “us,” “our” and any other variation thereof refer to Paymentus Business Center.
1. Acceptance Of Agreement
By accessing the Services, you agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to this Agreement, do not use the Services. You represent and warrant that you have authority to enter into this Agreement on your own behalf and on behalf of any person or organization for which you act.
2. Amendments
Paymentus Business Center may modify this Agreement at any time in its sole discretion by updating this posting. We will take reasonable steps to notify you of any material changes to this Agreement. Your continued use of the Services after a modification signifies your agreement to the modification. If you have any questions about this Agreement, please contact us at: customercare@paymentus.com
3. Overview Of Paymentus Business Center Services
- Description of the Services. Paymentus provides Services which generally enable United States-based businesses and freelancers (“Payors”) to transmit payments for commercial purposes to United States-based business recipients (“Recipients”), (collectively “Users”). Payors may capture a Recipient invoice using their mobile device, upload an invoice electronically, import an invoice from various accounting software, or enter in invoice details manually. Such information may be used to generate a bill which can then be synched with supported accounting software. Paymentus Business Center may also partner with Recipients to facilitate their receipt of funds and crediting of customer accounts. Recipients may generate and upload invoices through the Paymentus Business Center Services to request payment from Payors. Recipients may request payment from Payors without uploading invoices, and Recipients may also request payment from Payors that have not registered for Paymentus Business Center’s Services. For access to and use of the Services, Paymentus Business Center may charge Users a fee (the “Fee”) at the time of Payment submission.
- Accepted Payment Methods. Paymentus Business Center enables Users to transmit payments to Recipients. Payment methods may include automated clearinghouse (“ACH”), credit or debit card, paper check or wire transfer as determined from time to time by Paymentus Business Center.
Paymentus Business Center supports payments from all U.S. financial institutions - Fund Ownership.
- Payments to Recipients (other than Fees) do not pass into Paymentus Business Center’s legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds.
- Paymentus Business Center uses a payment partner to hold the funds for the benefit of Paymentus customers and transfers funds based on Paymentus Business Center instructions. The bank account to which funds are disbursed are based on customers’ instructions. You grant Paymentus Business Center the right to instruct the third party on the movement of funds in the accounts, including to receive funds from you and to then send funds to your Recipient based on your instructions. You agree that you will be liable and responsible for payments resulting from or transfers containing inaccurate instructions or other errors, unless limited by law.
- An Independent Third-Party.
- Paymentus Business Center is an independent, third-party service that is not formally affiliated with your Recipients. You acknowledge and agree that your use of the Services does not in any way constitute a tri-party agreement between you, Paymentus Business Center, and your Recipients.
- Accordingly, neither Paymentus Business Center nor Paymentus Business Center service providers have responsibility nor will have liability for any consequences resulting from your interactions or contracts with Recipients, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of Paymentus Business Center Services does not alter or affect any Recipient payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Neither Paymentus Business Center nor Paymentus Business Center service providers endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Recipients.
4. Eligibility And Setting Up Your Account
- Eligibility Requirements. In order to use the Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services on behalf of a United States-domiciled business entity or freelancer. Other restrictions may apply.
- Creating an Account. In order to access the Services as a User, you must create an account (“Account”). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, information about your business, and a strong password (collectively, your “Registration Information”). We may also request additional information, such as your business’ EIN, after you have created your Account. You agree to provide true, accurate and complete Registration Information and to notify us promptly if any of your Registration Information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. Paymentus Business Center is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.
- Multiple Users. You as a User may invite additional persons to transact on your account (each, an “Authorized Delegate”). Authorized Delegates are granted the right to access and use the Services on your behalf. You may impose certain controls or limits on your Authorized Delegate’s access to the Services, including, but not limited to, setting maximum transaction amounts for an Authorized Delegate or requiring User approval for certain transactions. You are responsible for all actions and omissions of your Authorized Delegates. Any act or omission by any Authorized Delegate, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you. You will manage your roster of Authorized Delegates and will promptly deactivate the Authorized Delegate if you wish to terminate the Authorized Delegate’s access to the Services. You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. You shall be responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Services through your Account.
- Personally identifiable information (“Personal Information”) provided through the Services is governed by our Privacy Policy located at https://www.paymentus.com/privacy-policy/ . By using the Services, you agree to, and are bound by, the terms of Paymentus Business Center’s Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety.
- You authorize Paymentus Business Center, directly or through third parties, to make any inquiries we consider necessary to verify your or your business’ identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your Personal Information and your business’ information against third party databases or through other sources. If Paymentus Business Center cannot verify your or your business’ identity, Paymentus Business Center reserves the right to deny you use of the Services or to limit your use of your Account.
- Linking a Payment Method. Once you have created an Account, you may link various payment methods, including your depository accounts with financial institutions (each, a “Bank Account”) or credit or debit cards. We use MXTechnologies, Inc. (“MX”) to gather your data from financial institutions. By using the Services, you grant Paymentus Business Center and MX the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by MX in accordance with the MX Privacy Policy available at https://www.mx.com/privacy-policy/ . Please note that payment methods may be saved to your Account for easy reference and submission.
- Payment Method Representations. When you add a payment method to your Account, you agree to the following:
- You have the authority to disclose the payment method information and to bind the person or organization for which you act;
- You authorize the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;
- You acknowledge that transactions initiated from your payment method must comply with the provisions of U.S. law;
- Your authorization will remain in effect until not later than thirty (30) days after Paymentus Business Center receives written notice from you of your desire to cancel.
- Your Existing Payment Method Terms
- All payment method usage associated with payments submitted via the Services are subject to existing terms for your payment method, including any relevant credit or transactional limits, credit and interest terms, and rewards programs. Where applicable, Paymentus Business Center, and to the extent applicable, the Third Party provider retains all rights and authority for the treatment of your payment methods via the Services, which may supersede your payment method program terms. For example, Paymentus may impose a transactional limit on your payment method for payments via the Services, which may be a lower value than the amount allowed by your program.
- Payments may only be made to U.S. payment methods. We may, in our sole discretion, impose limits on the size, frequency, and timing of payments sent through the Services, on a per transaction or a cumulative basis, and change those limits at any time.
- Restrictions on Payment Methods. To prevent fraud and comply with legal obligations, we may ask for additional information from you and from third parties. We may put your payment or your payment method on hold for review. If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular payment method for any reason at our sole discretion. We may impose limitations on the size, frequency, and timing of payments. We may decline to make payments or otherwise deny you use of the Services.
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Recipient Setup. To use the Services, a Payor may enter payment information for Recipients. The Payor must provide correct and current payment information for each Recipient as follows:
- For both check and electronic payments, the Payor must provide the Recipient name and remittance address
- In addition, for electronic payments, the Payor must:
- Invite the Recipient to set up an Account by sending the Recipient an e-mail invitation through the Services;
- Input the Recipient’s bank routing number and bank account number through the Services;
- Input the Recipient’s telephone number and email address; or
- Confirm existing Recipient details (if they have previously used the Services and Paymentus Business Center has retained such Recipient details).
Please note that the ability to effect electronic payment to new Recipients will depend on the Recipient’s willingness to provide us and our third party with its banking details. If the Recipient does not provide this information, neither the third party nor Paymentus Business Center will be able to complete your transaction electronically and we or our business partners will send such Recipient a paper check.
You are responsible for verifying the accuracy of the foregoing Recipient information prior to scheduling payments, and neither Paymentus nor the third party will have liability for losses or damages due to your or your Recipient’s actions or inactions or your failure to provide accurate Recipient information. If you invite a Recipient to set up an Account, it will take several business days to complete the verification process required to activate the Account for electronic payments. If you input a Recipient’s bank routing number and bank account number on behalf of a Recipient, you represent and warrant that you have obtained from the Recipient the authorizations set forth in Section 4.4 above.
Alternatively, a Payor may invite a Recipient to set up their own Account and provide their appropriate payment information.
5. Mobile Invoice Capture
The Services may enable you to upload an invoice using the camera on your mobile device or computer (the “Digital Capture”).
- Image Quality. The image of an invoice transmitted using Digital Capture must be legible and clear. It must capture all pertinent information from the front of the item. You authorize us to convert items to Image Replacement Documents (“IRDs”) or transmit them as an image. If the electronic files and/or images transmitted to us with respect to any item do not comply with our requirements for content and/or format, we may, in our sole discretion:
- Further transmit the item and data in the form received from you;
- Repair or attempt to repair the item or data and then further transmit it;
- Process the item as photocopies in lieu of originals; or
- Return the data and item to You unprocessed.
- Digital Capture Minimum Hardware and Software Requirements. In order to use the Digital Capture, you must obtain and maintain, at your expense, compatible hardware and software including but not limited to an Internet connection and either a mobile phone or computer capable of capturing an electronic image.
6. Making Payments Through The Services
- Payment Submission. Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified:
- a Recipient;
- a payment method;
- a payment amount; and
- your invoice number.
Any or all of the above fields may be pre-filled for you. As further outlined in our Privacy Policy, you agree to allow Paymentus Business Center (and to the extent applicable, the third party) to share this information with your payment Recipient.
- Payment Information. Paymentus Business Center may require additional information from you at the time you submit a payment. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Recipient or the payor.
Processing Payments
- Payments made through the Services require sufficient time for your Recipient to receive your payment and credit your account accordingly. To make a payment, use the Services to select the date (“Process Date”) on which Paymentus Business Center (or its business partners) will debit your payment method to pay a bill or an invoice. The Services will indicate the earliest possible Process Date for each payment. We will use commercially reasonable efforts to issue payment within one to two business days following the Process Date, depending on the size of the payment and subject to “payment review,” as described in Section 9 below.
- You will be solely responsible for scheduling payments and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the bill’s due date. Paymentus Business Center will have no liability or responsibility for payments delivered after the bill’s due date.
- Payments submitted for immediate processing will require successful payment method authorization at time of submission, while payments marked for future processing will require payment method authorization on the Process Date indicated for the payment. If a payment method fails to authorize, Paymentus Business Center and the third party will be unable to continue to process your payment, and Paymentus Business Center will notify you via the Services.
- If you choose to pay a Recipient from Paymentus Business Center’s IPN, you acknowledge and agree that you are solely responsible for selecting and paying the correct Recipient. Paymentus Business Center will have no liability or responsibility if you select or pay the incorrect Recipient. “IPN”or “Instant Payment Network™” means the network developed by Paymentus to enable customer engagement, bill presentment and processing payments (outbound and inbound) by businesses through multiple channels as enabled from time to time by Paymentus
- Scheduled Payments. Payments may be submitted with a Process Date in the future (“Scheduled Payments”), but must be assigned to a payment method at time of submission which remains valid through the payment Process Date. The details of a Scheduled Payment, including associated Fees, are locked in at time of submission, except where noted otherwise.
- Faster Payments. Paymentus Business Center may make available to approved Payors and/or Recipients a service that enables such Payors and/or Recipients, as applicable, to request that certain eligible payments be delivered more quickly (“Faster Payments”). Faster Payments may be subject to an additional fee which will be displayed to an approved Payor and/or Recipient, as applicable through the Services at the time such Payor and/or Recipient requests a Faster Payment. In connection with Faster Payments, Payors or Recipients, as applicable, remain responsible to Paymentus Business Center for chargebacks, clawbacks and ACH returns pursuant to Section 13. Please note that we may disable the Faster Payments service for any payment at any time at our discretion based on eligibility requirements, and we will not charge you a fee if we do so. We do not guarantee the availability of the Faster Payment service, and we may make changes to the service or discontinue it at any time
- Communications Regarding Paymentus Business Center’s IPN and Virtual Card Payments. When you use the Services, you authorize Paymentus Business Center to contact your Recipients to determine their ability to accept virtual card payments and/or to enroll such Recipients in Paymentus Business Center’s IPN. You represent and warrant to Paymentus Business Center that you have the right to permit Paymentus Business Center to contact your Recipients for this purpose. You acknowledge that your Recipients may already be enrolled in Paymentus Business Center’s IPN, in which case Paymentus Business Center will make payments to such Recipients in accordance with their payment preferences, regardless of the payment method you choose to deliver funds to such Recipient. Once a Recipient becomes part of Paymentus Business Center’s IPN, such Recipient will continue to be part of Paymentus Business Center’s IPN and receive payments in accordance with such Recipient’s preferences until such Recipient notifies Paymentus Business Center that it would like to receive payments in another manner or until Paymentus Business Center removes such Recipient from Paymentus Business Center’s IPN.
7. Payment Authorization
- General Payment Authorization
- By providing us with the names and account information of Recipients to whom you wish to make direct payments, you authorize us and the third party to follow the payment instructions that are received from you. In order to process payments more efficiently and effectively, the third party, at Paymentus Business Center’s instruction, may submit payments to the best known Recipient address. When necessary, the third party, at Paymentus Business Center’s instruction, may alter payment data or data formats or change or reformat your Recipient account number to match the account number or format required by your Recipient for electronic payment processing.
- When Paymentus Business Center or the third party receives a payment instruction, you authorize each such party to debit your payment method and remit funds on your behalf. You also authorize Paymentus Business Center or the third party to credit your payment method for payments returned to us by the Post Office or Recipient, or payments remitted to you on behalf of another authorized user of the Services.
- ACH Authorization. Where you choose to pay a Recipient via ACH, you authorize Paymentus Business Center or the third party to debit your payment method in increments or as a lump sum and remit funds in accordance with your payment instructions through the ACH. You also give Paymentus Business Center or the third party the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time. You are responsible for all claims, demands, losses, liabilities and expenses (including attorneys’ fees and costs) that result directly or indirectly from your failure to perform your obligations under the NACHA rules and you indemnify Paymentus Business Center and the third party for the same.
8. Transaction Classification
Authorizations. Treatment of Paymentus Business Center authorizations is managed in the sole discretion of the issuing banks. You agree to not to hold Paymentus Business Center or the third party liable for any consequences resulting from issuer treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.
9. Payment Review
- Review. At any time post submission, your payment may be subject to review, which serves to allow the Service to better understand the nature of and reason for your payment. During this review process and for any reason, Paymentus Business Center or the third party may place a temporary hold on the delivery of your payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient, your business, a bill, payment history, and other relevant circumstances and factors.
- Cooperation. You acknowledge that Paymentus Business Center’s ability to efficiently and effectively review your payment is reliant upon your cooperation, and you absolve Paymentus Business Center and the third party from any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.
- Result of Payment Review. Depending on the results of this review, Paymentus Business Center may instruct the third party to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Paymentus Business Center also reserves the right to cancel any payment. In such cases and as permitted by applicable law, your funds will be returned to you via the original payment method, or if necessary via other means.
10. Returned Transactions
Recipients or the United States Postal Service may return payments for various reasons such as, but not limited to, Recipient’s forwarding address expired, invalid bank routing number, invalid bank account number, Recipient remittance address is not correct, Recipient is unable to identify an account, or a Recipient account is paid in full. In addition, a Recipient may refuse to accept a payment, and neither Paymentus Business Center nor the third party will have liability for any resulting loss or damage. Paymentus Business Center will use commercially reasonable efforts to provide you with notice of returned payments and will offer you through the Services the choice whether to void and credit or void and reissue the payments. You agree that neither Paymentus Business Center nor the third party shall have any liability for any such returned payments. Unless otherwise directed, Paymentus Business Center will void such payments. You hereby authorize Paymentus Business Center or the third party to credit such payments to your payment method.
11. Insufficient Funds
You agree at all times to maintain at the direction of Paymentus Business Center, a valid credit card on file with Paymentus Business Center and/or maintain sufficient funds in your payment method to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Paymentus Business Center notifies you that your funds are insufficient. Without limiting any other available remedies, if any payment initiated from your payment method is returned because of insufficient funds, you must reimburse Paymentus Business Center (or to the extent applicable, the third party) for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items, or Paymentus Serenfi shall charge your valid credit card at Paymentus Business Center’s sole discretion. Paymentus Business Center or the third party also reserve the right to debit a Recipient’s account for money paid to the Recipient on your behalf if your payment is returned because of insufficient funds or any other reason. Paymentus Business Center reserves the right to withhold funds from a payment to a Recipient if the Payor has an outstanding balance with Paymentus Business Center. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Recipient.
12. Payment Cancellation Requests
Scheduled payments may be canceled, rescheduled or modified by following the directions through the Services. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Paymentus Business Center or the third party have begun processing a payment, it cannot be canceled, rescheduled or modified, and you must submit a stop payment request.
13. Chargebacks
In the event that Paymentus Business Center receives a chargeback, clawback or ACH return, you as Recipient authorize Paymentus Business Center to debit your Payment Method on file for the amount of the chargeback plus any associated fees or in the alternative, Recipient authorizes Paymentus Business Center to withhold funds from future distributions.
14. Stop Payment Requests And Refunds
- Stop Payment Requests. Paymentus Business Center’s ability to process a stop payment request depends on the payment method and whether or not a check has been cleared.
Paymentus Business Center and the third party must have a reasonable opportunity to act on any stop payment request after a payment has been processed.
You must contact Paymentus Business Center to stop any payment that has already been processed. Although Paymentus Business Center will use commercially reasonable efforts to accommodate stop payment requests, neither Paymentus Business Center nor the third party will have any liability for failing to do so. Stop payment requests may be subject to additional charges. - Payment Refunds. In certain situations following a payment submission, you may request a refund by contacting Paymentus Business Center at customercare@paymentus.com. The availability of refunds and processes for their execution are dependent on the disbursement channels by which payments are delivered to Recipients. Paymentus Business Center is unable to issue partial refunds of payments. More specific information is provided below in Sections 14.3 and 14.4.
Paymentus Business Center is also unable to initiate refunds in cases where a Recipient has already received your payment. If this is the case, you should contact your Recipient directly to request a refund, pursuant to their payment terms and refund policies.
In the event that Paymentus Business Center issues a payment refund, Paymentus Business Center will generally refund a proportional amount of the Paymentus Business Center Fee to you, less any unrecoverable costs Paymentus Business Center or the third party may incur; however, Paymentus Business Center will not refund any portion of the Paymentus Business Center Fee when you use an American Express card to fund your payment. In addition, if you effect a payment refund via clawback or chargeback mechanisms, Paymentus Business Center will not refund any portion of the Paymentus Business Center Fee. - Refunds for Electronic Payments. Paymentus Business Center may refund electronic payments, including those delivered via Electronic Fund Transfer (“EFT”), ACH and card network providers, prior to their disbursement.
- Refunds for Check Payments. Paymentus Business Center may refund payments disbursed via check prior to their deposit by your Recipient. If Paymentus Business Center has already sent a check, we may place a “stop payment” request to ensure it cannot be deposited. In such cases, we suggest that you contact your Recipient to let it know not to deposit the stopped check.
If your Recipient attempts to deposit a stopped check, it may be charged a fee from its bank for the exception, which it may attempt to assign to you. You accept the responsibility of notifying your Recipient to not deposit your check, and you agree not to hold Paymentus Business Center or the third party liable for any costs you may incur from your Recipient in such a case.
15. Receiving Payments with the Services
- 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.
- Explicit User Confirmation. Paymentus will confirm the dollar amount of all Payments, and when paid by the User, the corresponding Paymentus Fee to be charged and electronically obtain the User’s approval of the charges prior to initiating payment authorizations transaction. Paymentus will provide User with electronic confirmation of all transactions.
- Merchant Account. Paymentus will arrange for Client to have a merchant account with the Paymentus Authorized Processor for processing and settlement of transactions. By agreeing to the Business Center Terms and Conditions, you also agree to the Terms and Conditions of the Paymentus Authorized Processor, accessed here.
- 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 transactions occur or as provided in applicable rules. In its discretion, Paymentus may refuse to process any transaction that is submitted in violation of its terms of use or to protect Client, Users, itself or others from potentially illegal, fraudulent or harmful transactions.
- 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 Paymentus 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. - Reversed or Chargeback Transactions. With respect to all Reversed or Chargeback Transactions, Client authorizes Paymentus and Paymentus Authorized Processor (and/or the respective payment organizations) to debit the Client Bank Account or credit card on file with Paymentus Business Center of 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.
16. Paymentus Business Center Fees
- Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees (individually and collectively, “Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. See fee schedule.
- You understand and agree that Paymentus Business Center may charge Fees for access to and use of the Paymentus Business Center Services. Fees will be charged to your payment method, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules.
- Fees for immediately processed payments are charged in real-time upon submission. Fees for Scheduled payments are locked in at time of submission and will be charged on the payment’s Process Date. If a Scheduled payment is edited prior to its Process Date, the applicable Fee will be recalculated based on the presently defined rules.
- Fee Updates. Fees may vary, depending upon factors including but not limited to the payment’s Recipient, the payment method, and other variables both which may or may not be controlled by Paymentus Business Center. Fees are subject to change at any time without prior notice and are calculated in real time and presented to you during review of your payment, prior to submission or edit.
17. Applicable Taxes And Penalties
- Taxes. You are responsible for all, if any, applicable taxes arising from your use of the Services. You are furthermore responsible for all fees, fines, penalties and other liability incurred by Paymentus Business Center, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse Paymentus Business Center or a third party for any and all such liability.
- Collection of Funds Owed. In the event that you are liable for any amounts owed to Paymentus Business Center or the third party, including for payments forwarded to Recipients for which you initiate a chargeback or ACH return, you authorize Paymentus Business Center (on its own behalf and on behalf of the third party) to collect such amounts from your default payment method or other available payment methods. If you do not have sufficient funds available to fulfill such payment, Paymentus Business Center (on its own behalf and on behalf of the third party) may engage in collection efforts and/or other legal actions to recover such amounts from you. Paymentus reserves the right to discontinue the Service at any time.
18. Applicable Use
- Restricted Activities. You represent and warrant that (i) your use of the Services will not violate applicable law; (ii) you will not use the Services for any purpose prohibited by applicable law; (iii) you will not use the Services in connection with any business or industry prohibited under this Section 18; and (iv) you will not to use the Services for the following purposes:
- For unsupported transfers, including sending money;
- for alimony or to escrow accounts;
- as a donation to an organization not classified as a registered charity;
- other than for legitimate payment purposes (e.g., to test or probe card behaviors);
- for unsupported goods and services, including:
- gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);
- unsupported debt types (such as credit card balances, uncollateralized loans, auto title loans);
- payment for debt that has been charged off as uncollectible;
- providing credit or loans, including payday loans;
- illegal drugs (real or synthetic);
- sale and exchange of currency, including digital and crypto-currencies, and cryptographic assets such as non-fungible tokens;
- multi-level marketing or pyramid schemes;
- software or other technology developed to weaken industry security controls such as malware, spyware, virus, back-door, drop dead device or other similar program installation;
- payments in connection with the cannabis industry: cannabis (including hemp and marijuana) and related businesses and products;
- certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs;
- pornography, obscene materials, and sexually-related or “adult” services; weapons (including without limitation, knives, guns, gunpowder or ammunition), fireworks, and other explosives;
- sending or receiving potentially fraudulent funds;
- to send money, either directly or indirectly, to a sanctioned country, person, group or entity;
- in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body;
- infringement or potential infringement of any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- acting in a manner that could be defamatory, trade libelous, threatening or harassing;
- using your Account or the Services in violation of applicable payment network rules;.
- in a manner detrimental to our provision of the Services, including:
- the provision of outdated, false, inaccurate, or incomplete information;
- maintain or using multiple Accounts;
- allowing other individuals to access or use your Account;
- using an anonymizing proxy;
- using the Services in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to Paymentus Business Center, a third party, or you;
- imposing unreasonable demands on our technical or personnel resources;
- facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
- using any robot, spider, other automatic device, or manual process to access, monitor or copy our website without our prior written permission;
- using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;
- taking any action that may cause us to lose any of the services provided by our Recipients, payment processors, or other suppliers;
- reselling, re-skinning, or otherwise distributing our Services;
- breaching this Agreement or any other agreement or policy that you have agreed to with Paymentus Business Center.
- Remediation. Paymentus Business Center may request more information relating to your use of the Services to seek to identify the restricted activities identified in Section 18.1 above (“Restricted Activities”). You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require. If we have reason to believe that you have engaged in any Restricted Activities or that you have used our Services inappropriately, Paymentus Business Center or the third party (to the extent applicable) reserves the right to, in its sole discretion and at any time, take any or all of the following actions:
- Close, suspend, or limit your access to your Account or the Services;
- Hold, return, or reclaim funds;
- Update inaccurate information you provided to Paymentus Business Center or third parties;
- Refuse to provide Services to you or related parties in the future;
- Contact your bank or notify other Users, Recipients, law enforcement, or impacted third parties of your actions;
- Take legal action against you. When not otherwise obligated by regulatory or compliance considerations, Paymentus Business Center will provide you with notice of any such actions.
19. Third Party Services And Links To Other Websites
The Services may enable you to connect to third-party services or products (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Paymentus Business Center. The Services may contain links to third party websites. The inclusion of a link to a third party website does not imply an approval, endorsement, or recommendation by Paymentus Business Center. Such third party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Policy is no longer in effect.
Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.20. Limitation Of Liability
IN NO EVENT SHALL PAYMENTUS BUSINESS CENTER, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “PAYMENTUS Business Center PARTIES”) OR THE THIRD PARTY, THEIR SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT PAYMENTUS BUSINESS CENTER OR THE THIRD PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE PAYMENTUS BUSINESS CENTER PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (i) THE AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE OR (ii) THE AMOUNT OF THE FUNDS TRANSFERRED TO PAYMENTUS BUSINESS CENTER BY YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASE, THE LIABILITY OF THE PAYMENTUS BUSINESS CENTER PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW.
21. Disclaimer Of Warranties
- THE PAYMENTUS BUSINESS CENTER PARTIES AND THE THIRD PARTIES PROVIDE THEIR RESPECTIVE SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. PAYMENTUS BUSINESS CENTER PARTIES AND THE THIRD PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER THE PAYMENTUS BUSINESS CENTERr PARTIES NOR THE THIRD PARTY WARRANT THAT THE SERVICES ARE COMPLETELY SECURE OR FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. NEITHER THE PAYMENTUS Business Center PARTIES NOR THE THIRD PARTIES ARE RESPONSIBLE FOR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, PAYMENTUS Business Center, THE THIRD PARTY, OR ANY THIRD PARTY. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, AND USE OR ACCESS TO MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR USE OR ACCESS TO MATERIAL OR CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES IN CERTAIN CIRCUMSTANCES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
- Neither Paymentus Business Center nor the third party have any control over the products or services that are paid for using the Services and Paymentus Business Center nor the third party can ensure that a Recipient you are dealing with will actually complete the transaction or is authorized to do so. Paymentus Business Center does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. Paymentus Business Center will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but Paymentus Business Center makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
22. Indemnification
You agree to defend, indemnify and hold the Paymentus Business Center Parties and the Third Parties harmless (including payment of reasonable attorney’s fees) against any claim or demand (including attorneys’ fees) made or incurred by any third party arising out of or relating to (a) your breach of any provision of this Agreement; (b) any actions taken by Paymentus Business Center or the third party pursuant to your instructions, including, but not limited to, wage-and-hour law claims; ( c) your use of the Paymentus Business Center Services or any third party services; (d) your obligations to pay fees or fines to Paymentus Business Centers or any third parties; (e) negligence or willful misconduct of you or your affiliates, employees, contractors, or agents; (f) your failure to provide to Paymentus Business Center accurate and complete information or obtain the necessary authorizations or consents; (g) your failure to abide by applicable law, rules, or regulations; and (h) all third-party indemnity obligations Paymentus Business Center or the third party incur as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).
23. Closing Your Account
You may request the closure of your Account at any time by emailing Paymentus Business Center at customercare@paymentus.com. Paymentus Business Center also reserves the right to close your Account at any time with or without notice to you for any reason (including failure to pay Fees or inactivity). You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges already due to Paymentus Business Center.
You may not close your Account to evade an investigation. Any payments processed prior to Account closure will be completed by the Services, except those that may be canceled following a payment review, per Section 9. All scheduled payments for which you have not yet been debited at the time of Account closure will be considered canceled.
24. Paymentus Business Center’s Suspension And Termination Rights
Paymentus Business Center, in its sole discretion, reserves the right to suspend or terminate this Agreement, or suspend, terminate, or limit your access to, or use of, your Account or some or all of the Services at any time upon notice to you. Please note that Paymentus Business Center reserves the right to terminate the Services at any time. Paymentus Business Center will try to notify you in advance, but is not obliged to do so.
25. Consent To Electronic Disclosures
- Consent to Communications. Because the Services are provided electronically, you agree that Paymentus Business Center may provide important information electronically. Paymentus Business Center will issue the following information and disclosures (“collectively, “Communications”) electronically via the Paymentus Business Center Services or via electronic mail (“email”):
- This Agreement, the Paymentus Business Center Privacy Policy, any other policies you agree to, and any amendments, modifications, or supplements to these agreements or policies;
- Disclosures or notices provided in connection with the Services, including any required by applicable law;
- Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services;
- Transaction history information, and
- Any other communications related to the Services or your Account.
- No Obligation to Provide Paper Communication. Although Paymentus Business Center reserves the right to provide Communications in paper format at any time, you agree that Paymentus Business Center is under no obligation to do so. All Communications in either electronic or paper format will be considered to be “in writing.” You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.
- Withdrawal of Consent. You can withdraw your consent to receive marketing Communications from Paymentus Business Center by emailing us at customercare@paymentus.com or following the unsubscribe procedure contained in any such Communication you receive from us. However, you will not be able to withdraw from the product related emails as that would limit the functionality of the product. Paymentus Business Center also reserves the right to terminate your Account if you withdraw consent to future electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after Paymentus Business Center has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Paymentus Business Center in its sole discretion. Withdrawing your consent will not affect the completion of pending payments or the validity of completed payments.
- Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the “Sign Up” button, you are confirming to Paymentus Business Center that you have the means to access, and to print or download, Communications.
- Consent to Text Messages. By entering into this Agreement or using the SERVICES, you agree to receive TEXT MESSAGES FROM PAYMENTUS Business Center AT THE TELEPHONE NUMBER THAT YOU PROVIDE TO US. YOU AGREE THAT TEXTS may be generated by automatic telephone dialing systems. TEXT MESSAGES from PAYMENTUS Business Center may include but are not limited to: operational communications concerning your Account or use of the Services, updates concerning new and existing features OF THE SERVICES, AND communications concerning promotions run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
- Withdrawal of Consent to Text Message. If you wish to opt out of promotional texts, you may email customercare@paymentus.com. You acknowledge that you are not required to consent to receive promotional texts as a condition of using the Services. If you wish to opt out of all texts from Paymentus Business Center (including operational or transactional texts), you can also email customercare@paymentus.com, however you acknowledge that opting out of receiving all texts may impact your use of the Services.
26. Feedback
In connection with your use of Services, you may elect to submit feedback, suggestions and/or other comments regarding the website and/or the Services (collectively, the “Feedback”). Paymentus Business Center may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. You hereby grant Paymentus Business Center a worldwide, perpetual, nonrevocable, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Paymentus Business Center the Feedback and that the use of the Feedback by Paymentus Business Center will not violate, infringe otherwise misappropriate any third party rights.
27. Dispute Resolution And Arbitration
- Governing Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in Charlotte, North Carolina.
- WAIVER OF JURY TRIAL AND CLASS ACTIONS. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST THE PAYMENTUS Business Center PARTIES; (ii) YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST THE PAYMENTUS Business Center PARTIES; (iii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST PAYMENTUS Business Center AND/OR RELATED THIRD PARTIES.
28. Release Of Paymentus Business Center And the Third Party
If you have a claim with one or more Recipients or other third parties, you release Paymentus Business Center and the third party (and their respective officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such claims.
29. Responsibility For Compliance With Employment Law
To the extent that you use Paymentus Business Center to issue checks or payments to independent contractors, you expressly acknowledge and agree that you (not Paymentus Business Center and not the third party) are responsible for compliance with all wage and hour laws, and all applicable laws regulating the time, place, and manner of payments for their service. Paymentus Business Center provides a means for transmitting funds. However, you (not Paymentus Business Center and not the third party) are responsible for complying with all laws pertaining to the classification of independent contractors and payment for their services.
30. General
- Complete Agreement. This Agreement together with any other Paymentus Business Center documents, policies and/or agreements referenced herein sets forth the entire understanding between you and Paymentus Business Center with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 19 (Limitation of Liability), 20 (Disclaimer of Warranties), 22 (Indemnification), 26 (Dispute Resolution and Arbitration), 27 (Release of Paymentus Business Center and the third party), and 29 (General).
- Intellectual Property. “Paymentus Business Center”, and all logos related to Paymentus Business Center, are either trademarks or registered trademarks of Paymentus Business Center or its licensors. You may not copy, imitate or use them without Paymentus Business Center’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Paymentus Business Center. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Paymentus Business Center website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Paymentus Business Center and its licensors.
- Force Majeure. Neither Paymentus Business Center nor the third party shall be liable for any issues or delayed performance caused by circumstances beyond Paymentus Business Center’s or the third party’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.
- Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Paymentus Business Center’s prior written consent. Paymentus Business Center reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
- Severability. If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
- No Waiver. If Paymentus Business Center fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.
- Contacting Paymentus Business Center. Unless otherwise stated in this Agreement, notices, inquiries, and requests to Paymentus Business Center should be emailed to customercare@paymentus.com. Please note that email communications sent to Paymentus Business Center for Account-related matters (e.g., late fee reimbursements, refund requests, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.