Settlement Terms

Last updated: April 23, 2018

These Alacriti Settlement Terms and Conditions govern your use of Alacriti’s electronic bill presentment and payment services, related data, technology and analytics services, and other business services, including those services more expressly set forth in an order form that is signed or otherwise accepted by both parties and references the Alacriti Master Services Agreement (such order forms are “Orders,” and such services are collectively “Services”). Your use of the Services is subject to this document, as well as the Alacriti Master Services Agreement between Alacriti Payments, LLC (“Alacriti,” “we,” or “us”) and the user of the Services (“Client,” or “you”). Unless otherwise provided herein, this document is subject to the terms of the Alacriti Master Services Agreement and capitalized terms will have the meaning specified in the Alacriti Master Services Agreement. We reserve the right to change the terms of this document in accordance with the Alacriti Master Services Agreement.

SETTLEMENT THROUGH OMNIBUS FUNDING ACCOUNT

(a) Client-Related Accounts.

(i) Alacriti has established an omnibus funding account, at the bank of its choosing, which is held for the benefit of Alacriti's clients, including Client (“Omnibus Account”).

(ii) Client Funding Account. Client will establish and maintain at all times during the Term and for a period of six (6) months following any termination or expiration of the Agreement, and grant Alacriti ACH authorization in connection with, a designated deposit account which will serve as Client’s “Client Funding Account” for the purpose of the Agreement. Client may not change its Client Funding Account without providing thirty (30) days prior written notice to Alacriti and executing a new ACH authorization, in a form acceptable to Alacriti, to enable Alacriti to debit funds from the Client Funding Account as authorized by the Agreement. For purposes of ensuring that all Transaction returns, chargebacks and all other obligations of Client to Alacriti arising pursuant to the Agreement are promptly paid, Client hereby authorizes Alacriti to debit such amounts from the Client Funding Account. Client agrees at all times to maintain a minimum balance in the Client Funding Account of $10,000.00 (“Minimum Balance”). Client understands and agrees that the Minimum Balance set forth in the Agreement was established by Alacriti based on the volume and average Transaction amount estimated by the parties and based on Client's credit risk, as determined by Alacriti in its sole discretion. If the exception processing of Transactions produces fees greater than $10,000 in any one month period or if Alacriti determines that a greater Minimum Balance is required based upon Client's credit risk, as determined by Alacriti in its sole discretion, Alacriti may increase the amount of the required Minimum Balance upon thirty (30) days prior written notice to Client and Client’s written consent, which will not be unreasonably withheld, conditioned, or delayed. Client represents that the Client Funding Account ACH Information provided by Client to Alacriti is true and correct as of the date hereof. Client authorizes Alacriti to initiate a one-time, non-refundable debit of one dollar ($1.00) to the Client Funding Account to test files.

(iii) Settlement Account. In order to receive funds from Alacriti, Client must designate and maintain one or more accounts used primarily for business purposes at a bank that is a member of the Automated Clearing House system or the Federal Reserve wire system (collectively referred to as “Settlement Account”). Client will establish and provide the account number and ABA routing number for the Settlement Account. Client shall provide at least ten (10) days prior written notice to Alacriti prior to changing its Settlement Account. During the term of the Alacriti Master Services Agreement, and thereafter until Alacriti notifies Client that all amounts due from Client under the Alacriti Master Services Agreement have been paid in full, Client shall not close its Settlement Account without giving Alacriti at least five (5) days’ prior written notice and substituting another Settlement Account. Client is solely liable for all fees, costs, and overdrafts associated with the Settlement Account. Client authorizes Alacriti or its authorized agent(s) to initiate electronic credit and debit entries (via ACH, wire transfer, or other means) to the Settlement Account, or any other bank account designated by Client in writing, at any time without regard to the source of any monies therein, and this authority will remain in full force and effect until Alacriti notifies Client that all amounts due from Client under the Alacriti Master Services Agreement have been paid in full. Alacriti will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, without limitation, delays or errors by the Payment Brands or Client’s bank.

(b) Customer Payment Process. Client expressly authorizes Alacriti, as follows:

(i) ACH Payments. Upon receipt by Alacriti of information from Client or Customer indicating that a Customer approves a payment in a specific amount (“Approval”) and instructing that such payment be made via ACH from Customer's account, Alacriti will cause that amount to be debited from Customer's account on behalf of Client as a third-party sender and credited to the Omnibus Account. Client agrees to be bound, and will cause all Customers using the Services to agree to be bound, by all Transactions placed in Client's and/or Customer's name and accepted by Alacriti in accordance with the Agreement.

(ii) Credit Card or Debit Card Payments. In the event Client has elected to accept credit card or debit card payments through the Service, Client expressly authorizes Alacriti, either directly or through Client's or Alacriti’s credit card processor, as follows: Upon receipt by Alacriti of information indicating that a Customer has issued an Approval and initiated payment via credit card or debit card, Alacriti will cause the amount of the Approval to be submitted on Client's behalf to Client's card processor. Except as otherwise expressly set forth in the Agreement, any claims, disputes, inquiries or chargebacks arising out of or relating to Transactions paid for with Customer’s credit or debit cards shall be governed solely by the terms of the agreements in effect between Client and its credit card processor, bank or Customer, as the case may be.

(i) ACH Payments. Transactions paid by Customers using the Service by an ACH debit from a Customer's account will be held in the Omnibus Account for one (1) full business days (“Holding Period”). Each business day, Alacriti will initiate an ACH debit from the Omnibus Account to the Settlement Account equal to the value of the Transactions held in the Omnibus Account which have satisfied the required Holding Period, less any credits to a Customer, returns, and chargebacks arising out of any Transactions then due, as more fully set forth below.

(ii) All credits initiated by Client, returns, and chargebacks on Transactions made by ACH debit from a Customer's account and third party fees which are the responsibility of Client pursuant to the terms hereof will be debited from the Omnibus Account where Omnibus Account funds allocable to Client are sufficient to cover the credit, returns, chargebacks or third party fees. If and to the extent Omnibus Account allocable to Client are not sufficient to cover the credit, return, chargeback, or third party fees, then the difference will be debited from the Client Funding Account and Client shall promptly deposit into the Client Funding Account an amount sufficient to cause the balance of the Client Funding Account to be not less that the “Minimum Balance”.

(iii) If an ACH debit is returned unpaid (whether due to insufficient funds or otherwise), Client shall pay Alacriti a failed settlement fee equal to the greater of one percent (1%) of the failed ACH amount or one hundred dollars ($100) (“Failed Settlement Fee”). Alacriti is authorized to debit the Failed Settlement Fee from the Client Funding Account.