What We Do
Since 1989, Bottomline has been modernizing global business payments with connected solutions for more than 800,000 financial institutions and businesses in 92 countries.
Automate every step of your invoice-to-payment process
For Businesses
Digitize and automate AP processes with the most trusted solution for real estate
Centralize and automate all your payment creation, controls, and submissions
For Banks & Financial Institutions For Businesses
Make and receive secure digital payments conveniently through Paymode, the market leading B2B payments network trusted by over 550,000 member businesses.
Pay vendors through the largest B2B payments network to enhance working capital, prevent fraud, and reduce costs and processing time
Protect your business against fraud, get paid faster, and save time with enhanced remittance details
Boost revenue for your business and your customers with access to Paymode, our secure business payment network
Comprehensive connectivity to Swift and other domestic and global financial messaging networks
For Banks & Financial Institutions
Convert legacy financial message formats to modern message standards
Easily view analytics of financial messages with central repository
Stop payment fraud before it happens. Detect, investigate, and protect against internal and external threats
View, optimize, and forecast your cash position with all accounts connected in one solution
Own the primary customer relationship and grow business value across all business segments
Who We Serve
Join the many financial institutions and businesses that use Bottomline to pay and get paid. With solutions designed to modernize the payments landscape, we make complex business payments simple, smart, and secure.
Our Company
October 2017
This Payment Services Addendum consists of the Order Form, these Terms and Conditions applicable to Payer’s participation in the Nexus Payments Program, and the Nexus Payments Terms of Use, and incorporated herein by reference. For the avoidance of doubt, the Payment Services Agreement is hereby made a part of, and incorporated into, the Agreement. In the event of a conflict between this Payment Services Addendum and the Agreement, this Payment Services Addendum shall prevail. Capitalized terms used but not defined in these General Terms and Conditions shall have the meanings ascribed to them in the Terms of Use.
1.1 Payer’s Subscription to the Nexus Services. Payer acknowledges that it must have a paid subscription to one of the Nexus services selected on the Order Form to use the Nexus Payment Services contemplated under these Program Terms, and Payer represents and warrants that it has such a subscription. Payer agrees to notify Nexus immediately if any of the representations or warranties made in these Program Terms ceases to be accurate at any time during the Term of this Payment Services Addendum.
1.2 Enrollment; Designation of Settlement Account and/or Checking Account. Payer agrees to fully and accurately complete the Order Form separately provided by Nexus and to submit such completed Order Form as directed by Nexus. Payer acknowledges that the Order Form submitted to Nexus or its designee by Payer sets forth accurate and complete information about the Payer, including the Payer Accounts designated by Payer for debiting and/or crediting by Nexus or its Agent in the processing of Payment Instructions and the payment of Fees. Payer Account information provided by Payer to Nexus may be updated by an Authorized Representative of Payer by following the procedures specified by Nexus. Such update shall become effective on the date specified by Payer; provided, however, that no update shall become effective less than ten (10) days after Payer’s Authorized Representative provides such updated information to Nexus. Payer agrees to use the procedures specified in the Terms of Use to promptly notify Nexus of any changes to the Enrollment Information and to provide Nexus with such other information as Nexus may reasonably request from time to time in connection with Payer’s use of the Nexus Payment Services.
1.3 Authorized Representatives. Payer will include a list of Payer’s Authorized Representatives in the Order Form provided to Nexus in connection with the Nexus Payments Program. Nexus is requested to honor, execute and process any instructions or requests, including any Payment Instructions and the designation of Payer Accounts, transmitted or communicated by any of the Authorized Representatives. Payer agrees that changes to the Payer Accounts may be initiated only by Payer Requestor and Approver in accordance with the Program Documents.
1.4 General.
1.4.1 Third Party Beneficiaries. These Program Terms are for the sole and exclusive benefit of the Parties to this Payment Services Addendum, and nothing in these Program Terms shall be construed to grant to any Person, other than the Parties to this Payment Services Addendum and their respective successors and permitted assigns, any right, remedy or claim under these Program Terms.
1.4.2 Representation. Each Party acknowledges that it has been duly represented by counsel of its choice and fully understands these Program Terms.
1.4.3 Counterparts. These Program Terms may be executed in counterparts, each of which will be deemed an original and both of which together will constitute one instrument.
2.1 Participation in Commercial Payment Programs. Upon the mutual agreement of Payer and Nexus, as set forth in the Order Form, Payer may participate in the Nexus Payments Program. Payer’s participation in the Nexus Payments Program will begin as of the Effective Date specified in the Program Documents. Unless terminated earlier pursuant to the Program Documents, Payer’s participation in the Nexus Payments Program will remain in effect until the earlier of (i) the expiration or termination of the Nexus Payment Program in accordance with the Program Documents or (ii) the expiration or termination of this Payment Services Addendum. Payer agrees to abide by the requirements and restrictions set forth in the Program Documents in connection with Payer’s participation in the Nexus Payments Program.
2.2 Nexus Processing of Payment Instructions. In connection with the Nexus Payments Program, Nexus will facilitate the processing of Payment Instructions, facilitate Settlement and/or provide the Check Production Service as requested by Payer and in accordance with the Program Documents.
2.3 Effect on Invoices and Agreements with Payers. Payer acknowledge that Payer’s use of certain payment types in connection with the Nexus Payment Program may have the effect of altering or amending the agreement between you and the applicable Payee, including with respect to the payment terms for the applicable invoice. Payer hereby agree that, notwithstanding the foregoing, Nexus is not a party to any agreement between Payee and any Payer and shall in no way be responsible for, or required to resolve, any dispute between Payee and any Payer. In furtherance of the foregoing, Payer shall indemnify and hold Nexus harmless for any action brought against Nexus regarding the terms of any agreement or understanding or dispute between Payee and any Payer.
3.1 Payer Submission of Payment Instructions. Payer or Payer’s Agent shall submit Payment Instructions to Nexus or its Agent in accordance with the Terms of Use. Payer or Payer’s Agent shall indicate in each Payment Instruction whether Payer requires Settlement or the Check Production Service for such Payment Instruction. Payer acknowledges and agrees that submission of a Payment Instruction to Nexus constitutes Payer’s irrevocable request to Nexus to execute such Payment Instruction and initiate Settlement in the amount indicated in such Payment Instruction to the Payee or Person designated in the Payment Instruction in accordance with the Program Documents. For the purpose of clarity, and without limiting any terms set forth in the Program Documents, including the error resolution provisions in Section 4.2 of the Terms of Use, Payer acknowledges that Payment Instructions are not reversible. Payer acknowledges and agrees that it may only select methods of payment on any Payment Instruction that are supported by the applicable Payee, and it is ultimately the Payee’s decision as to which method of payment may be utilized for the applicable transaction.
3.2 Funding of Settlement for Payment Instructions. For a Payment Instruction submitted by Payer that directs Nexus to execute such Payment Instruction and initiate Settlement, Payer agrees to fund Settlement for the full amount of each Payment Instruction accepted and processed by Nexus, plus any applicable Fees as set forth in the fee schedules referenced in the Terms of Use. Nexus shall not be obligated to initiate credit of funds to any Payee pursuant to a Payment Instruction until Payer has irrevocably provided good, collected funds in the full amount of such Payment Instruction, plus any applicable Fees. Payer’s Settlement funds will remain Payer’s property until such time as Settlement has been initiated to a Payee.
3.3 Authenticity of Payment Instructions; Security Procedures. Payer agrees that Payer is solely responsible for the authenticity and accuracy of Payment Instructions submitted to Nexus or its Agents by Payer or its Agents. Payer acknowledges that it has reviewed the Security Procedures, in this Section 3.3 and in the Terms of Use, that are used by Nexus to verify the authenticity of Payment Instructions submitted to Nexus by Payer or its Agents, and Payer agrees that such Security Procedures are commercially reasonable. Any Payment Instructions issued in Payer’s name and accepted by Nexus in compliance with the Security Procedures shall be effective as the Payment Instructions of Payer, and Payer agrees to be bound by any such Payment Instructions, whether or not authorized. In the event of an unauthorized Payment Instruction, Payer agrees to cooperate with Nexus and to provide such information as Nexus may reasonably request in connection with any discretionary investigation of such unauthorized Payment Instructions undertaken by Nexus as a courtesy to Payer.
4.1 Fees. Payer shall pay to or settle with Nexus for the Fees, if any, set forth in the fee schedules on the Order Form that are payable by Payer for receipt of services under the Nexus Payments Program.
4.2 Representations, Warranties and Covenants.
4.2.1 Existence. Payer represents and warrants, at the time of execution of this Payment Services Addendum, that it is duly organized, validly existing and in good standing in its jurisdiction of formation. Payer agrees to remain in good standing during the term of this Payment Services Addendum.
4.2.2 Consents. Payer represents and warrants, as of the execution of the Program Documents, that it has obtained all material licenses, consents or permissions needed from any applicable governing authority or other Person to (i) participate as a Payer in the Nexus Payment Program and (ii) perform its duties in connection with this Payment Services Addendum. Payer agrees to maintain such licenses, consents or permissions for the duration of this Payment Services Addendum.
4.2.3 Accuracy of Information. Payer represents, warrants and covenants that the information Payer has provided to Nexus in connection with Payer’s participation in the Nexus Payments Program is complete and accurate. Further, Payer agrees that all information Payer will provide to Nexus in connection with Payer’s participation in a the Nexus Payments Program, including in any Order Form, is complete and accurate, and that Nexus may rely on the completeness and accuracy of such information provided by Payer.
4.2.2 List of Participating Affiliates. Payer represents, warrants and covenants that the list of Participating Affiliates set forth in this Payment Services Addendum is complete and accurate. Payer further represents, warrants and covenants that, upon any change to Payer’s Participating Affiliates, Payer shall promptly provide Nexus with notice of such change. Payer acknowledges and agrees that any change to the list of Participating Affiliates and the participation of such Participating Affiliates in the Nexus Payments Program shall be subject to Nexus’s consent, which consent shall not be unreasonably withheld.
5.1 Execution of Payment Instructions. Nexus will execute Payment Instructions subject to and in accordance with the Program Documents.
5.2 No Extension of Credit. Nexus is under no obligation to extend credit or make any credit accommodation for Payer in connection with this Payment Services Addendum or the Nexus Payments Program.
5.3 Permission to Use Information. Nexus shall have the right to use any information provided by Payer or any of its Agents, Authorized Representatives, officers, employees, directors or service providers in connection with Payer’s participation in the Nexus Payments Program. Nexus shall have the right to share any such information with its own or Payer’s Agents, Authorized Representatives, officers, employees, directors or service providers, as well as with Payees using the Nexus Payments Services, that have a reason to receive or know such information in connection with Nexus’s provision of, or Payer’s participation in, the Nexus Payments Program. Payer shall obtain any necessary or appropriate consents from its Agents, Authorized Representatives, officers, employees, directors or service providers sufficient to ensure that Nexus may exercise its rights under this Section 5.3.
5.4 Representations, Warranties and Covenants.
5.4.1 Existence. Nexus represents and warrants, at the time of execution of this Payment Services Addendum, that it is duly organized, validly existing and in good standing in its jurisdiction of formation. Nexus agrees to remain in good standing during the term of this Payment Services Addendum.
5.4.2 Compliance with Requirements of Law. Nexus represents, warrants and covenants that it does and will perform each obligation and exercise each right under or in connection with this Payment Services Addendum in compliance with all applicable Requirements of Law.
5.4.3 Responsibility for Agents. Nexus will be responsible to Payer for any acts or omissions of authorized Agents used by Nexus to facilitate performance of its obligations in connection with the Nexus Payments Program.
5.4.4 Disclaimer. EXCEPT FOR REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN THIS PAYMENT SERVICES ADDENDUM, NEXUS MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, TO PAYER OR TO ANY OTHER PERSON IN THIS PAYMENT SERVICES ADDENDUM, INCLUDING ANY WARRANTIES REGARDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE), OR RESULTS TO BE DERIVED FROM THE USE OF ANY SOFTWARE, SERVICES, HARDWARE OR OTHER MATERIALS PROVIDED UNDER OR IN CONNECTION WITH THIS PAYMENT SERVICES ADDENDUM.
6.1 Effectiveness of Payment Services Addendum. Subject to the termination rights of the Parties set forth in the Program Documents, this Payment Services Addendum will remain in effect for so long as Payer is participating the Nexus Payments Program.
6.2 Term. These Program Terms will commence on the Effective Date and will remain in effect for the Initial Term indicated on the Order Form. These Program Terms will automatically renew for successive one (1) year Renewal Terms immediately upon expiration of the immediately preceding Initial Term or Renewal Term unless terminated earlier pursuant to these Program Terms or unless either Party provides to the other Party written notice of nonrenewal at least one- hundred eighty (180) days prior to the end of the then current term.
6.3 Termination. In addition to the termination provisions otherwise set forth in the Program Documents, these Program Terms shall terminate automatically upon expiration or termination of the Agreement.
6.3.1 Termination upon Third Party Claim. Either Party may, upon thirty (30) days’ written notice to the other Party, terminate Payer’s participation in the Nexus Payments Program, without penalty, in the event that a third party asserts claims arising out of, or directly related to, the Nexus Payments Program and such claims, in either Party’s reasonable judgment, would present material adverse economic or legal exposure to such Party and would materially impact the economic feasibility of the Nexus Payments Program; provided. Any written notice to terminate a Nexus Payments Program pursuant to this Section 6.3.1 must be accompanied by a detailed written explanation of such claims.
6.3.2 Termination for Cause.
6.3.2.1 By Payer. Payer may terminate this Payment Services Addendum or any affected Nexus Payments Services under this Payment Services Addendum at any time during the Term:
6.3.2.2 Change in Law. Either Party may, upon written notice to the other Party, terminate this Payment Services Addendum or Payer’s participation in the Nexus Payments Program, without penalty, in the event that (i) any material change in any Requirements of Law, any material change in the interpretation of any Requirements of Law, or any regulatory or audit inquiry or decision makes continued performance by either Party under this Payment Services Addendum or the Nexus Payments Program illegal or otherwise causes a substantial risk of noncompliance with a Party’s obligations hereunder; or (ii) the acts or omissions by one Party causes the other Party to risk noncompliance with any Requirements of Law, and the Parties, using their reasonable best efforts, are unable to agree upon modifications to this Payment Services Addendum or the affected Program Documents to avoid such illegality or risk of noncompliance. Notice of such termination shall be effective upon the earlier of (x) the ninetieth (90th) day following delivery of the notice to the other Party or (y) the effective date of such change; provided, however, that any written notice to terminate this Payment Services Addendum or any Program Documents pursuant to this Section 6.3.2.2 must include a detailed explanation and evidence of the illegality or noncompliance created as a result of such change.
6.4 Effect of Termination or Expiration. Each Party will continue to be responsible for any obligations incurred in connection with the Program Documents prior to any expiration or termination of the Nexus Payments Program or this Payment Services Addendum, including, but not limited to, the obligation to pay any amounts that accrued prior to termination or expiration of the Nexus Payments Program or this Payment Services Addendum that remain owed to the other Party after such termination or expiration. Nexus shall facilitate the processing of Payment Instructions, facilitate Settlement and/or provide the Check Production Service for any such Payment Instructions accepted by Nexus prior to the effectiveness of any termination of the Nexus Payments Program or this Payment Services Addendum.
These Terms of Use, together with any other Program Documents, govern your participation in the Nexus Payments Program as a Payer and your receipt of the Nexus Payments Services. Capitalized terms used in these Terms of Use have the meanings identified in Section 13. See Section 12 for rules of interpretation for these Terms of Use.
1.1.1 Authorized Jurisdiction. The Nexus Payments Services may be operated and used only in the Authorized Jurisdiction identified in Section 13 unless otherwise designated in the Program Documents.
1.1.2 Fraud Reporting. You agree to report fraudulent Payment Instructions and/or Settlements to us via e-mail [●] within twenty-four (24) hours of your discovery of such fraud.
1.2 Use of Nexus Payments Services for Payment Obligations. You may only use the Nexus Payments Services to facilitate commercial payments that relate to your own rights or obligations, and you may not submit Payment Instructions to satisfy the obligations of any third party, other than your Affiliate(s) designated in the Payment Services Addendum or your Enrollment Information.
1.3 Systems Development and Maintenance.
1.3.1 Your Systems. You are responsible for installing and maintaining the systems necessary for you to connect to and participate in the Nexus Payments Program.
1.3.1.1 Data Security. You shall implement and maintain data security procedures and processes that comply with industry standards applicable to payments, including data encryption, network firewall protection, intrusion detection systems, up-to-date anti-virus software, and monitoring of remote user access, user authentication, and physical access, in each case, that are designed to limit unauthorized access to the creation, maintenance and transmission of Payment Instructions, and that permit access to the creation of and changes to Enrollment Information. You shall maintain logging and monitoring measures that comply with industry standards applicable to payments and that are designed to detect anomalies that have the ability to impact Payment Instructions and/or access to Enrollment Information.
1.3.2 Our Systems.
1.3.2.1 Nexus Responsibility. We are responsible for developing and maintaining the systems necessary to support our operation of the Nexus Payments Program and our obligations under the Program Documents.
1.3.2.2 Our Service Level Commitment. We will use commercially reasonable efforts to ensure that the Nexus Payments Services remains in operation 24 hours per day, 365 days per year, except for scheduled maintenance or implementation of new hardware or software.
2.1 Communication of Payment Instructions. You, directly or through your Agent, shall submit Payment Instructions to initiate Settlement or the Virtual Card Service, and such Payment Instructions shall designate a Payee, Person, or Virtual Card Recipient and the amount of Settlement or the Virtual Card payment. Subject to limitations in the Program Documents, you are solely responsible for all Payment Instructions executed and Settlement initiated and/or Virtual Card payments facilitated on your behalf or for your benefit and for the relationship or transaction with a Payee, Person, or Virtual Card Recipient that gives rise to your payment obligations. You are responsible for confirming the accuracy of Payment Instructions prior to transmission of such Payment Instructions to us.
2.2 Processing of Payment Instructions.
2.2.1 Payment Instructions. You shall use electronic means to transmit each Payment Instruction in the format specified in the Program Documents, Reports or invoices provided by us shall indicate the amount of Fees that are payable by you on the date of such invoice or Report.
2.2.2 Notice of Rejected Payment Instructions. We will notify you or your Agent of any rejected Payment Instructions, and such notices shall be effective when given.
2.2.3 Cancellation or Amendment of Payment Instructions. We shall not be obligated to honor any request to cancel or amend a Payment Instruction after we receive the Payment Instruction.
2.3 Our Obligations.
2.3.1 Receipt of Payment Instructions. We will use commercially reasonable efforts to execute Payment Instructions received by us in accordance with the Program Documents and may reject any Payment Instruction that does not comply with the requirements of the Program Documents; provided, that we shall not be obligated to examine any Payment Instruction for errors or for authenticity (except as set forth in the Security Procedure), including for the authority of your Agent to submit such Payment Instruction.
2.3.2 Execution of Payment Instructions. Except as otherwise provided in the Payment Services Addendum and below, you acknowledge and agree that Payment Instructions will be executed by us on the basis of the information contained in such Payment Instructions, and that we shall not be liable for any errors in any Payment Instructions, or for erroneous, unauthorized or fraudulent Payment Instructions. You further acknowledge that our automated systems will process Payment Instructions without any independent verification of the contents thereto, and that we may rely upon information contained in Payment Instructions without such verification. In the case of a Payment Instruction submitted to initiate Settlement, if the name of the Payee identified in the Payment Instruction does not match the name of the Payee to which the Program Identification Number in the Payment Instruction is assigned, you agree that we may rely on the Program Identification Number in the Payment Instruction. You acknowledge and agree that we have no way to validate the name of the Person designated in the Payment Instruction, and that we will not validate the name of the Person designated in the Payment Instruction. If you submit a Payment Instruction to satisfy your payment obligations using the Virtual Card Service, you acknowledge and agree that we have no way to validate the Virtual Card Recipient, and that we will not validate the name of the Virtual Card Recipient, to which the payment will be sent through a Virtual Card. You further acknowledge and agree that you shall be solely responsible for confirming that the Virtual Card Recipient received the Virtual Card payment.
2.3.3 Exceptions to Settlement. We reserve the right to not complete the processing of Settlement with a Payee and to reverse the execution of Payment Instructions in our sole discretion.
2.3.4 Transmission of Reports. We shall provide tools to you that will enable you to generate Reports that identify Payment Instructions executed by us or that indicate no activity, as applicable, by electronic means in accordance with the Program Documents. For the purpose of clarity, Fees as set on the Order Form are reported monthly on the Reports made available by Nexus on the fifth day of each calendar month.
2.3.5 Nexus Not Responsible for Payer, Payee or Third Party Actions. We are not responsible or liable for the acts or omissions of any Payer or Payee or its Agent(s) or for any Person, including for any refusal or failure on the part of a Payee to accept Settlement of a Payment Instruction, a Virtual Card Recipient to accept a Virtual Card payment, or for any costs or damages experienced by a Payee or Virtual Card Recipient as a result of your or your Agent’s acts or omissions. We are not responsible for any delays in the performance of any of our obligations attributable to your or your Agent’s acts or omissions. Further, we are not liable for the acts or omissions of any third party, including any Settlement Bank, Funding Bank, the Virtual Card Issuer or its Agents, including an Issuer Processor, any automated clearinghouse, or any other electronic payment system related to the execution of a Payment Instruction, the processing or payment of Settlement, or the facilitation of a Virtual Card payment.
2.4 Your Obligations.
2.4.1 Delivery of Payment Instruction Files and Receipt of Confirmation Files. Upon your delivery of Payment Instructions to us, we shall acknowledge receipt of such Payment Instructions by electronically transmitting a Confirmation File to you. If you do not receive a Confirmation File, or receives an incomplete Confirmation File, you shall promptly, but in no event more than one (1) hour after transmission of such Payment Instruction, call the telephone number designated in the Program Documents and cooperate with us to enable the receipt of such Confirmation File.
2.5 Agents and Authorized Representatives. Upon written notice to us and subject to your compliance with the Payment Services Addendum and these Terms of Use, you may designate Agents and/or Authorized Representatives to act on your behalf in the Nexus Payments Program. You authorize us to deal with, including to accept Payment Instructions and/or changes to Enrollment Information from, your designated Agents or Authorized Representatives as if they were you and agree that any action taken by us with respect to any Agent or Authorized Representative shall be deemed action taken by us with respect to you. You acknowledge that you are responsible for the acts and omissions of your Agents and Authorized Representatives, and you agree to ensure that any Agent or Authorized Representative complies with the Program Documents. Notwithstanding your use of one or more Agents or Authorized Representatives, you agree that you shall remain fully responsible for all of your obligations under the Program Documents.
2.5.1 Changes to Authorized Representatives and/or Enrollment Information. You shall notify us, in writing and at least fifteen (15) Banking Days in advance, of any proposed changes to your Authorized Representatives and/or other Enrollment Information, including Settlement Account and/or Funding Account information. You acknowledge and agree that such changes will be executed by us on the basis of the information contained in such directions, and that we shall not be liable for any errors in such directions, or for erroneous, unauthorized or fraudulent directions. You further acknowledge that our automated systems will process such directions without any independent verification of the contents thereto and you acknowledge that we may rely upon such directions without verification. We shall not be responsible for our reliance on directions provided by an Agent or Authorized Representative designated as such in our records, including during the transition period or due to your failure to notify us as set forth above.
3.1 Designation of Settlement Accounts. You must designate a commercial deposit account at a financial institution located in the United States to serve as your Settlement Account. You may not designate a consumer account as the Settlement Account.
3.1.1 Permission for Nexus to Access Settlement Account. You authorize us and our Agents to credit and debit the Settlement Account for Payment Instructions we receive and for fees pursuant to the Program Documents, and in accordance with the rules and procedures of the applicable clearinghouse association and/or other payment system and the Settlement institution. This authority will remain in effect until five (5) Banking Days after we receive written notice of your cancellation of such authorization.
3.1.2 Ownership of Settlement Account. You represent, warrant, and covenant (i) that you own the Settlement Account used to fund Settlement; (ii) that you have the right to use the funds in the Settlement Account to fund Settlement; and (iii) that the Settlement Account will not be subject to any lien, security interest, control agreement, or other limitation or restriction that may prevent us from accessing the funds in the Settlement Account.
3.1.3 Changes to Settlement Account Information. To ensure prompt Settlement of funds to your Settlement Account, you shall use the procedures specified to notify us, in writing and at least fifteen (15) Banking Days in advance, of any changes to your Settlement Account information. Such changes must be communicated to us by you, your Agents and/or your Authorized Representatives, and you agree that we may rely on information in our records regarding your designated Authorized Representatives. We will not be responsible for debits or credits to an incorrect bank account due to your failure to notify us or due to any errors in the information provided to us. If you enter into a loan agreement with a third party that seeks to affect or change Settlement directions, you must notify us. If the Settlement Account indicated in our records becomes inactive or Settlement Amounts directed to the Settlement Account are returned to us, we may hold Payment Instructions and/or Settlement Amounts until you contact us to establish a new Settlement Account.
3.1.4 Settlement Account Balance. You agree to maintain sufficient funds in your Settlement Account to satisfy all Settlement obligations. If we receive returned debits or credits due to insufficient funds in your Settlement Account, or for any other reason, we may charge a Fee per returned item and any fees incurred as a result of such returned items, in each case, as specified in these Terms of Use, as amended from time to time in accordance with the terms set forth herein.
3.2 Debits to Payer’s Settlement Account.
3.2.1 Collection of Amount of Commercial Payment. You may not submit a Payment Instruction that will cause you to exceed the available funds in your Settlement Account at the time such Payment Instruction is submitted to us (after accounting for the principal amount of the commercial payment, together with any applicable Fees).
3.3 Settlement.
3.3.1 Payment by Payer of Principal Amount of Commercial Payment. We will debit Settlement Amounts from your Settlement Account and such Settlement Amounts will be deducted from your Settlement Account on a Banking Day in accordance with Section 3.5. If we receive more than one Payment Instruction from you on a Banking Day, we may debit your Settlement Account for such Payment Instructions in any sequence.
3.3.2 Credits to Payee’s Settlement Account. We will initiate an electronic transfer of funds as a credit for Settlement Amounts to the Payee’s Settlement Account on Banking Days in accordance with Section 3.5.
3.3.3 Provisional Settlement. We are not obligated to initiate Settlement with the Payee for Payment Instructions unless and until we have received final, good, collected funds from the Payer, and any such Settlement is provisional until we have received final settlement of irrevocable funds from the Payer. If we do not receive related Settlement from the Payer or the Payer reverses its payment of Settlement, the Payee authorizes us to debit its Settlement Account for the amount of Settlement.
3.3.4 Collection or Offset of Fee Obligations. Where Fees in the type and amount set forth in these Terms of Use are payable by you, you authorize us to debit your Settlement Account, to offset against any amounts otherwise payable to you or by you, or to send you an invoice that shall be payable upon receipt, for the full amount of any Fee obligations you have under the Program Documents when such Fee obligations are due and payable to us.
3.3.5 Payee’s Failure to Accept Settlement. You will not be entitled to compensation or interest for lost funds availability due to a Payee’s or its Agent’s inability to accept or receive a Settlement Amount. If a Payee, its Agent, or the financial institution where the Payee’s Settlement Account is located is unable to accept Settlement Amounts for any reason, we will, in our discretion, pay the amount due to the Payee upon receipt of bank account information or other payment directions from the Payee or its Agent that we deem sufficient or return such Settlement Amounts to Payer less any applicable Fees payable by Payee and Payer.
3.4 Processing of Settlement. We may use any means of transmission, funds transfer system, clearinghouse, or intermediary bank that we reasonably select to debit Settlement Amounts. Settlement Amounts will be settled with Payers using Fedwire and credited to Payees using the automated clearinghouse system. If a Payee seeks to receive Settlement through any other means, including a wire transfer system, Payee shall pay a Fee for such service in the amount specified in these Terms of Use. In addition, you authorize us to complete Settlement with you for Settlement Amounts payable by you under the Program Documents using any of the following means, in our sole discretion: (a) debiting your Settlement Account; (b) offsetting amounts otherwise payable to you; and/or (c) making demand on you for such amounts. Actual movement of funds may be effected by a funds transfer Agent selected by us.
3.5 Settlement Timing. We will pay Settlement Amounts to Payees according to the process detailed in this Section 3.5, unless we have notified a Payee, in writing, of different Settlement Timing.
For Payment Instructions successfully received by us in electronic form and in compliance with the Program Documents at or before 9:00 a.m. ET on a Banking Day (“Payment Instruction Cut-Off”), we will use commercially reasonable efforts to initiate an electronic transfer of the Settlement Amount to the Payee’s Settlement Account on the second following Banking Day. Payment Instructions received after the Payment Instruction Cut-Off shall be deemed to be received on the next Banking day. If a Holding Period applies to the Settlement of Payment Instructions, we will notify you and will pay Settlement Amounts as set forth below. For Payment Instructions received on or before the Payment Instruction Cut-Off on the Processing Date before the first day of the Holding Period, we will use commercially reasonable efforts to initiate an electronic transfer of the Settlement Amount to the Payee’s Settlement Account on the first Banking Day after the Holding Period; provided, that if the Processing Date is a Saturday or Sunday, we will use commercially reasonable efforts to initiate an electronic transfer of the Settlement Amount to the Payee’s Settlement Account on the second Banking Day after the Holding Period.
3.5.1 Changes to Settlement Timing. We may change the schedule for Settlement timing upon five (5) Banking Days’ written notice to you. Our initiation of Settlement to a Payee on a certain day does not mean the Payee will receive Settlement Amounts on that day. Actual timing of a Payee’s receipt of Settlement Amounts depends on a number of factors, and these time frames are subject to maintenance periods indicated in the Program Documents or in notices from us as set forth in Section 11.20. Payment Instructions received during maintenance periods will be processed after the end of the maintenance period. If the Program Documents provide that we will debit or credit Settlement Amounts by means other than those set forth in this Section 3.5.1, we will debit or credit Settlement Amounts in accordance with the Program Documents.
3.6 Settlement Adjustments. We may process Adjustments to you with respect to Payment Instructions and/or Settlement Amounts that have been improperly processed, including due to any error by us, our Agent, Payer, or a Payee.
3.7 Suspension of Settlement. We may, in our discretion, change the timing of your Settlement, or withhold or suspend processing of Payment Instructions, without prior notice to you, as required by law and/or in order to exercise our rights under the Program Documents.
3.8 No Defenses to Payment. You agree that you shall fully, completely, and timely satisfy your payment obligations in accordance with the Program Documents, without offset or deduction and without asserting any defense to payment (including any defenses you may have at law, in equity, or otherwise against a Payee).
3.9 Disclaimer of Nexus Responsibility for Funding Settlement. We are not liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties. If your financial institution, any other payment system operator, or your Agents return clearinghouse or other Settlement items for any reason, including for insufficient funds, a closed account, or an invalid account number, you agree to pay the outstanding amounts you owe with respect to Payment Instructions and the processing of Settlement, including any Fees we may assess for the returned clearinghouse or other Settlement item, and you agree to immediately transmit such amounts to us upon demand. We may offset any amounts payable by you with respect to Payment Instructions and the processing of Settlement for a particular Payee from amounts payable by you to another Payee.
3.10 Payments - General.
3.10.1 Currency. All amounts due from you as set forth in these Terms of Use shall be paid in U.S. Dollars.
4.1 Limited Right of Payer to Assert Errors. You may only challenge or dispute a Payment Instruction, Settlement, or a Virtual Card payment for our failure to execute such Payment Instruction and initiate Settlement or facilitate the Virtual Card payment in accordance with the Program Documents. You have no other rights to dispute, otherwise challenge, or attempt to reverse any Payment Instruction, Settlement, or Virtual Card payment once submitted. The foregoing does not limit your rights at law or in equity to dispute or challenge a payment or an alleged obligation to make a payment to a third party; provided, however, that any such dispute or challenge and its resolution must occur outside of the Nexus Payments Program.
You shall send us written notice promptly upon becoming aware of any error or discrepancy in the execution of a Payment Instruction, initiation of Settlement, or facilitation of a Virtual Card payment. Such notice must include a description of the affected Payment Instruction, Settlement, or Virtual Card payment and must describe the asserted error or discrepancy. If, following receipt of compelling evidence that reflects an error or discrepancy, you fail to provide notice of such error or discrepancy within fourteen (14) days, we will not be liable for any loss or cost relating to such error or discrepancy.
4.2 Payer’s Obligation to Fund Settlement Reversals. Upon our determination that we have committed an error in processing a Payment Instruction or associated Settlement, we will use our commercially reasonable efforts to remedy such error and you agree to cooperate with us in our efforts to resolve any such error.
You agree to use the Nexus Payments Services in accordance with the relevant Security Procedures. You acknowledge that the purpose of the Security Procedures is to verify that a Payment Instruction has been authorized by the Payer, not to detect errors in the transmission or content of Payment Instructions. You represent and warrant that the Security Procedures are a commercially reasonable method of (a) processing Payment Instructions, including as set forth in Section 2; (b) limiting Nexus’s access to your Settlement Account and/or Funding Account, and changes thereto, including as set forth in Section 3, Section 8, and Section 7, respectively; and (c) confirming the validity of proposed changes to the Enrollment Information, including as set forth in Section 2.5.1.
6.1 Payer’s Financial Information. If you are a privately held entity, you shall, if requested by us, provide us with information, including audited annual financial statements, concerning your financial condition, general solvency, and ability to perform your obligations under the Program Documents within ninety (90) calendar days after the close of each fiscal year and/or upon our request, unless otherwise specified in the Program Documents. Payer also shall provide additional information, including unaudited quarterly financial statements, concerning your financial condition, general solvency, and ability to perform your obligations under the Program Documents within forty-five (45) calendar days of our request. The information that Payer is required to submit to us shall be provided to the address set forth in Section 11.20.
You agree to immediately send us written notice, via overnight courier, if you become insolvent or discontinue your business or if you or any of your creditors file a petition for bankruptcy where you are the debtor in the bankruptcy case.
If a third party is required by us to guarantee, in whole or in part, your obligations under the Program Documents, you agree to obtain and provide to us the information required by this Section 6.1, and any other information reasonably required by us, with respect to such guarantor.
6.2 Requirements. Upon the occurrence of a Triggering Event, we may require you to provide and maintain security to secure payment of any unpaid amounts. We shall determine the amount and type of security required and you shall promptly execute all documents required to establish a lien for your payment obligations. We may, without notice to you, withdraw funds from such security and/or funds held by us for the purpose of providing or funding your security for payment obligations.
6.3 Amount of Security. You shall provide and maintain security in an amount calculated as the sum of the following amounts based on your activity during the preceding twelve (12) months or such shorter period as your Payment Services Addendum has been in effect:
6.3.1 Reserve Account Requirements for Payers. If required to provide funds in reserve as security, you shall fund such Reserve Account immediately upon written notice using one or more of the following means and you shall grant us a first perfected security interest and control of such funds:
You agree that we are not obligated to pay interest to you on funds held by us as security.
6.3.2 Duration of Security. You shall maintain any security until (a) final Settlement of the last Payment Instruction you submitted to us following termination of your Payment Services Addendum, or (b) ninety (90) days after our confirmation that you have cured all Triggering Events.
6.3.3 Triggering Event. Each of the following constitutes a Triggering Event:
6.4 Processing Limitations. To address any Requirements of Law applicable to, or to mitigate risk in connection with, our operation of the Nexus Payments Program, we reserve the right to limit or terminate participation in the Nexus Payments Program and the receipt of the Nexus Payments Services by any you specifically, any Payee, or category of Payees or payers.
7.1 General. The Virtual Card Service enables you to submit a Payment Instruction to satisfy your payment obligations to a Virtual Card Recipient through the use of a Virtual Card. The terms and conditions set forth in this Section 7 shall apply solely and specifically to your use of the Virtual Card Service. Each section of these Terms of Use shall apply to your use of the Nexus Payments Services in connection with the Virtual Card Service, except for the following Sections: 3 (all, excluding Section 3.10.1), 4 (excluding Section 4.1), Section 8 and Section 9. Notwithstanding the foregoing, to the extent that this Section 7 references any of the sections listed in the immediately preceding sentence in connection with the Virtual Card Service, such section shall apply to the Virtual Card Service as and to the extent described in this Section 7.
7.2 Receipt and Facilitation of Payment Instruction. Upon receiving a Payment Instruction, we will validate the Payment Instruction solely to confirm that you are enrolled in the Virtual Card Service. You acknowledge and agree that we shall not be responsible for any errors in Payment Instructions or for any Payment Instructions not received by us. We will use commercially reasonable efforts to communicate to the Funding Bank that funds in the amount indicated in the Payment Instruction must be made available in your Virtual Card Account and to notify the Issuer Processor once such funds are available for loading to your Virtual Card Account and on a Virtual Card. You acknowledge and agree that we will act as your agent in communicating with the Funding Bank to make funds from the Funding Account available to the Virtual Card Issuer and its Agents, including the Issuer Processor, for use in the Virtual Card Account and in notifying the Virtual Card Issuer and/or its Agents, including the Issuer Processor, that funds are available for loading to your Virtual Card Account and on the Virtual Card. Notwithstanding the foregoing, you agree that we and/or our Agents shall load funds to your Virtual Card Account and on the Virtual Card in accordance with the Payment Instruction.
7.3 Authorization and Acceptance of Virtual Card Payment. The Virtual Card Recipient shall use the user identification and personal identification number provided by Nexus or its Agent to authorize a Virtual Card payment within seven (7) calendar days of the Virtual Card Recipient’s receipt of retrieval instructions from Nexus or its Agent and shall accept a Virtual Card payment within ten (10) days following the authorization of the Virtual Card payment. If the Virtual Card Recipient fails to authorize and accept the Virtual Card payment in accordance with the procedures above, then the Virtual Card will expire and the Issuer Processor, on behalf of the Virtual Card Issuer, will (i) cancel the Virtual Card payment and (ii) transfer the funds from the Virtual Card Account to the Funding Account. You acknowledge and agree that: (w) you shall be solely responsible for notifying a Virtual Card Recipient of its obligation to authorize and accept the Virtual Card payment in accordance with the timing set forth in this Section 7.3; (x) we shall not be responsible or liable for the failure of the Virtual Card Recipient to authorize and accept the Virtual Card payment in accordance with this Section 7.3; (y) we shall not be responsible or liable for the reversal of any Virtual Card payments as performed by the Virtual Card Issuer or its Agents; and (z) you shall be solely responsible and liable for any fraudulent transactions.
7.4 Funding Account and Virtual Card Account. You must designate a commercial deposit account at a financial institution located in the United States to serve as your Funding Account. You may not designate a consumer account as the Funding Account. You represent, warrant, and covenant: (i) that you own, and will maintain ownership of, the Funding Account designated by you in the Order Form; (ii) that you have, and will maintain, the right to use the funds in the Funding Account and that you will fund each Virtual Card Account as required to fund amounts owed by you to Virtual Card Recipients as set forth in Payment Instructions; and (iii) that the Funding Account is not, and will not be, subject to any lien, security interest, control agreement, or other limitation or restriction that may prevent the facilitation of Virtual Card payments. You shall make and communicate any change to the Funding Account information to us using the same procedures applicable to changing Settlement Account information, as described in Section 3.1.3. You agree that we shall not be responsible or liable for any actions or omissions as a result of your failure to notify us of any changes to the Funding Account. You hereby authorize us, at our option, to exercise any of the following rights in any order to settle amounts owed by you for Fees in connection with the Virtual Card Service: (x) debit your Funding Account for any and all amounts owed by you in connection with the Virtual Card Service; (y) offset amounts otherwise payable by us to you; or (z) send you an invoice which is payable by you upon receipt. Reports or invoices provided by us shall indicate the amount of Fees that are payable by you on the date of such invoice or Report. You agree that the authority to access and debit your Funding Account as contemplated in this Section 7.4 will remain in effect until five (5) Banking Days after we receive notice of your cancellation of such authorization.
7.5 Acceptance of Visa Cards. You acknowledge and agree that any Virtual Card Recipient must have the ability to accept cards on the Visa network as a form of payment prior to being designated as a Virtual Card Recipient in a Payment Instruction.
7.6 Fees Owed to Third Parties. You agree to notify any Virtual Card Recipient that fees payable by the Virtual Card Recipient in connection with its acceptance of cards on the Visa network generally also apply to the Virtual Card Recipient’s acceptance of Virtual Card payments.
7.7 Rebates. Payer shall be eligible to receive rebates with respect to each Virtual Card payments in accordance with the schedule set forth on the Order Form, provided that Nexus may change the applicable schedule of rebates from time to time upon notice to you.
8.1 General. The Check Production Service enables you to submit a Payment Instruction to direct us to prepare, print, and mail a Check to the Person designated in the Payment Instruction. The terms and conditions set forth in this Section 8 shall apply solely and specifically to your use of the Check Production Service. For the avoidance of doubt, each section of these Terms of Use shall apply to your use of the Nexus Payments Program in connection with the Check Production Service, except for the following Sections: 2.3.3, 3 (all, excluding 3.10.1), 4 (all, excluding 4.1), and 6 (all, excluding 6.1 and 6.4). Notwithstanding the foregoing, to the extent that this Section 8 references any of the sections listed in the immediately preceding sentence in connection with the Check Production Service, such section shall apply to the Check Production Service as and to the extent described in this Section 8. You agree that we may use an Affiliate or any third party to perform any function in connection with the Check Production Service.
8.2 Receipt of Payment Instruction. Upon receiving a Payment Instruction from you, we will validate the Payment Instruction solely to confirm that (i) you are enrolled in the Check Production Service and (ii) the Payment Instruction complies with the Program Documents. Upon validating your enrollment in the Check Production Service, we will send a Confirmation File to your Direct Connection Agent.
8.3 Produce Check in Accordance with Payment Instruction. Upon validating the Payment Instruction, we will use commercially reasonable efforts to prepare, print, and mail a Check in accordance with the Payment Instruction. You acknowledge and agree that we may use any Affiliate and/or third party to prepare, print, and mail any Check. Once prepared and printed, we will notify your Direct Connection Agent that the Check will be mailed to the Person designated in the Payment Instruction. You acknowledge that we will use your name and address on the envelope used to mail the Check, and you agree that you shall be responsible for any returned Checks. For the avoidance of doubt, you acknowledge and agree that we will not be responsible for any returned Checks. 8.4 Check Production Timing. For Payment Instructions successfully received by us in electronic form and in compliance with the Program Documents at or before 8:00 p.m. ET on a Banking Day, we will use commercially reasonable efforts to prepare, print, and mail a Check within two (2) Banking Days. Payment Instructions received after 8 p.m. ET on a Banking Day shall be deemed to be received on the next Banking Day. We may change the schedule set forth in this Section 8.4 upon five (5) Banking Days’ written notice to you. You acknowledge and agree that the timeframe set forth in this Section 8.4 is subject to maintenance periods.
8.5 Checking Account. You must designate a commercial deposit account at a financial institution located in the United States to serve as your Checking Account. You may not designate a consumer account as the Checking Account. You agree to maintain sufficient funds in your Checking Account to satisfy all of your payment obligations, including the Fees set forth in Section 8.8. You represent, warrant, and covenant: (i) that you own, and will maintain ownership of, the Checking Account designated by you in the Order Form; (ii) that you have, and will maintain, the right to use the funds in the Checking Account; and (iii) that the Checking Account is not, and will not be, subject to any lien, security interest, control agreement, or other limitation or restriction that may prevent us from accessing the funds in the Checking Account. You shall make and communicate any change to your Checking Account information using the same procedures applicable to changing Settlement Account information, as described in Section 3.1.3. You agree that we shall not be responsible or liable for any actions or omissions as a result of your failure to notify us of any changes to your Checking Account information.
8.6 Payer Materials. You agree to provide us with the information and materials we request in connection with your use of the Check Production Service, including: (i) an image of a logo designated by you, in the file format requested by us, to be printed on your Checks, and (ii) an image of the signature of your Authorized Representative, in the file format requested by us, to be printed on your Checks. You acknowledge that we may request additional information and materials from time to time to enable us to fulfil our obligations to you in connection with the Check Production Service, and you agree to provide such information and materials promptly upon our request. We agree to use commercially reasonable security controls to protect the image of the signature to be printed on your Checks.
8.7 License to Use Payer Materials. You hereby grant to us and our Affiliates a limited, non-exclusive, sublicenseable, assignable, transferable, royalty-free, fully-paid worldwide right and license to use the materials, including any trademarks and service marks, provided to us pursuant to Section 8.6. For the avoidance of doubt, you agree that we may sublicense any materials, including any trademarks and service marks, provided by you in connection with the Check Production Service to our Affiliate or any third party used by us in connection with the Check Production Service.
8.8 Fees. You will be charged and agree to pay Fees to us in the amount set forth on the Order Form in connection with your use of the Check Production Service. You hereby authorize us, at our option, to exercise any of the following rights in any order to settle amounts owed by you for Fees in connection with the Check Production Service: (i) debit your Checking Account for any and all amounts owed by you in connection with the Check Production Service; (ii) offset amounts otherwise payable by us to you; or (iii) send you an invoice which is payable by you upon receipt. Reports or invoices provided by us shall indicate the amount of Fees that are payable by you on the date of such invoice or Report. You agree that the authority to access and debit your Checking Account as contemplated by this Section 8.8 will remain in effect until five (5) Banking Days after we receive notice of your cancellation of such authorization.
You acknowledge and agree that your Checking Account Bank may impose certain testing requirements on you and us in connection with your use of the Check Production Service, and you agree that you are solely responsible for identifying and monitoring any such testing requirements and for communicating any such testing requirements to us. In connection with the foregoing, you shall designate an Authorized Representative that is responsible for communicating with your Checking Account Bank and us and for facilitating and assisting us in conducting any testing required by your Checking Account Bank in connection with your use of the Check Production Service.
10.1 General. The ACH Services allow you to effect payment to a recipient designated in Payment Instructions that you submit to us via direct ACH settlement.
10.2 Qualification. In order to effect a payment using any of the ACH Services: (i) the applicable Payee must support and permit your use of the applicable ACH Service, and (ii) you must clearly specify on the Payment Instructions that you wish to effect Payment by the particular ACH Service.
10.3 Reversals and Returns. Nexus reserve the right to charge fees with respect to any returned ACH item or any ACH reversal as set forth on the Order Form.
10.4 Rebates. Payer will be eligible to receive rebates in connection with some ACH Services, as set forth on the Order Form.
11.1 Updates to Terms of Use.
11.1.1 Updates. In the event of any change to, clarification, or interpretation of the Program Documents, we will provide you with at least thirty (30) calendar days advance notice of such change, as described in Section 11.20; provided, however, that we may implement as soon as reasonably practicable any changes to the Program Documents that we reasonably believe are necessary to address our or your compliance with Requirements of Law or an imminent or ongoing material adverse threat to the Nexus Payments Program or other payers or Payees in the Nexus Payments Program.
11.1.2 Headings. Headings are provided for ease of reference only and shall not be considered a part of these Terms of Use.
11.2 Ratification of Terms of Use. You acknowledge that, with each Payment Instruction or Settlement sent or received after the effective date of an update to the Terms of Use, each such occurrence shall constitute your ratification of, and consent to, the then-current version of the Terms of Use.
11.3 Disclaimer of Warranties. We make no warranty, express or implied, with respect to (i) the availability or timeliness of the Nexus Payments Services; (ii) the availability of the systems, links, lines, and/or services provided by third parties in connection with the Nexus Payments Services; or (iii) the content or accuracy of any Payment Instruction issued by a Payer. You make no warranty, express or implied, with respect to the exclusive use of the Ntaexus Payments Services to initiate all payments to suppliers, unless otherwise set forth in the Payment Services Addendum.
11.4 Compliance with Requirements of Law and the Program Documents. Each Party shall be responsible for performing its obligations under the Program Documents in a manner that complies with such Program Documents and Requirements of Law. You agree that you will not submit a Payment Instruction that, if executed by us in accordance with the information therein, could cause us to violate Requirements of Law. You represent, warrant, and covenant that you are using the Nexus Payments Services for commercial business purposes only and that your use of such services will be in accordance with the Program Documents and Requirements of Law. You further represent, warrant and covenant that you do and will perform each obligation and exercise each right under and in connection with the Payment Services Addendum and these Terms of Use in compliance with Requirements of Law. Such obligation includes your obligation to conduct any and all due diligence on any Person designated in your Payment Instruction and to verify that purchases of goods and services underlying Payment Instructions comply with the Requirements of Law, including as set forth in Sections 11.12-11.14 prior to submitting a Payment Instruction. Each Party shall be responsible for ensuring that its respective Agent(s) comply with Requirements of Law. In addition to any other remedies available to us at law and under the Program Documents, we may assess Fees and penalties against you, in the amount(s) set forth in these Terms of Use for your failure to comply with the Program Documents. You agree that any material failure to comply with the requirements of this Section 11.4 shall be deemed to be a breach of the Program Documents.
We may be required to obtain information regarding you, your Affiliates, and/or other Persons under your control that are involved in the operation of the Nexus Payments Program. You shall promptly provide all such information that is reasonably requested by us to ensure compliance with Requirements of Law. We reserve the right to refuse to provide the Nexus Payments Services to any you, any Payee or any other payer if such Person is a Sanctioned Person and/or if such action would cause our noncompliance with Requirements of Law.
11.5 No Other Rights or Obligations. Your rights and our obligations in connection with the Nexus Payments Program are solely as set forth in the Program Documents, and we are not bound by, and you may not enforce against us, any rules, regulations, or agreements, except as otherwise explicitly provided in the Program Documents. We shall not perform collection activities or collect any debts owed by any Party or Person, including any Payee, to another Party; provided, however, that the foregoing shall not limit or restrict our ability to pursue collection of amounts owed to us by any Party.
11.6 Waiver of Rights. Any waiver by a Party of a breach of any provision of the Program Documents shall not be construed as a waiver of any other prior, concurrent, or subsequent breach of such provision or of any other provision of the Program Documents. Any waiver must be in writing and signed by the Party to be charged. A Party’s decision to not assert any of its rights under the Program Documents shall not be construed as a waiver of such Party’s rights.
11.7 Enforcement. Each Party reserves the right to conduct audits, as set forth in Section 11.11. If we find that you or your Agents are causing us to violate Requirements of Law or are in violation of your or their obligations under these Terms of Use, we will provide you with written notification of such violations. You will implement corrective actions immediately upon receipt of such written notification and will provide documentation detailing such actions.
11.8 Suspension of the Nexus Payments Services. Upon prompt notification, we may suspend the Nexus Payments Services if we determine that executing Payment Instructions in connection with the Nexus Payments Services may (a) violate Requirements of Law, (b) violate the Program Documents, or (c) pose a material risk of loss or harm to us, any of our Affiliates or Agents, or any Payee or other Payer. Additionally, we may suspend provision of the Nexus Payment Services during an investigation to determine whether any of the forgoing conditions are present.
11.9 Termination of the Nexus Payments Services. We may, upon notice to you, immediately terminate or suspend our provision of the Nexus Payments Services to you upon the occurrence of any of the following events (each, a “Termination Event”):
11.10 Books and Records; Examination of Payer Performance. During the term of the Payment Services Addendum, each of we and you agree to maintain books and records, including financial records, relating to our provision and your receipt of the Nexus Payments Services and the performance of your and our obligations under the Program Documents. Subject to the confidentiality terms herein and upon written notice, we and you agree to make such books and records available for audit review. Upon our request, you agree to provide written attestation of your compliance with the Program Documents on an annual basis.
11.11 Regulatory Audits. Each of you and we, as applicable, will promptly make available to a governmental or regulatory body, or to the other Party’s independent auditors, any and all information relating to our compliance with Requirements of Law upon written request made by, or on behalf of, a governmental or regulatory body.
11.12 Anti-Bribery Compliance Requirement. You agree that neither you nor your employees, Agents, or Affiliates will cause us or our Affiliates to violate Requirements of Law, including the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), any other applicable anticorruption regulation, or our Anti-Bribery Policy.
11.13 Cooperation on Investigations of Suspected Illegal or Suspicious Activity. You shall cooperate, to the extent permitted by law, with us in the investigation of any suspected money laundering, terrorist financing, fraud, or other suspicious activity related to any product or service offered or provided by or through us. You shall acknowledge our inquiry within five (5) days from the date of our request, and a satisfactory response to the inquiry shall be provided within fifteen (15) days of the date of our request unless an extension is granted by us. We may assess noncompliance Fees and/or exercise our right to terminate the Payment Services Addendum immediately if you do not respond to our inquiries within the timeframes set forth above.
11.14 Sanctions Compliance. You shall comply with all U.S. economic sanctions laws, regulations, and orders administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) whether or not you are obligated by Requirements of Law to comply with such laws, regulations, and orders. Your compliance process shall be commensurate with the risks for violations of these laws, regulations, and orders posed by your customers, products, services, and geographic locations (“OFAC Risk Profile”). You shall promptly inform us of any enforcement actions or penalties issued by OFAC against you and/or any failure to comply with any OFAC laws, regulations, or orders.
11.15 Consents. As a condition of your receipt of the Nexus Payments Services, you agree to obtain and maintain all necessary rights and consents to share all information, including you or your employees’ personally identifiable information, that is necessary for us (a) to provide the Nexus Payments Services; and (b) to re-disclose such information to third parties (including Nexus’s Agents, the Virtual Card Issuer, and the Issuer Processor) that have a need to know such information in connection with the services provided by such third parties to Nexus, Payees, you or any other payers.
11.16 Liability and Indemnification.
11.16.1 Limitation of Liability. Our responsibility and liability to you, your officers, directors, employees, and Agents is limited to the actual and documented losses, costs, expenses, or damages experienced by you as a direct result of documented gross negligence or willful misconduct by us, our employees, or Agents in connection with the performance of our obligations under the Program Documents. Neither we, nor any of our employees or Agents, shall be responsible or liable to you or any of your officers, directors, employees, or Agents if you and they have not otherwise complied with your and their respective obligations under the Program Documents or if you or they have contributed to the gross negligence or willful misconduct. In no event shall we be responsible or liable to you or any of your officers, directors, employees, or Agents for any indirect, consequential, or punitive damages or lost profits, or for any similar damages experienced or alleged by you or they, including due to our termination of your Payment Services Addendum.
11.16.2 Indemnification. You, on behalf of yourself, your officers, directors, employees and each of your Agents (collectively, the “Payer Indemnifying Party”) shall indemnify and hold us, our officers, directors, employees, and Agents (collectively, the “Nexus Indemnified Party”) harmless from and against any and all third-Party claims, actions, demands, losses, costs, expenses, fines, penalties, liabilities and other amounts, including legal fees, costs, and expenses in connection with litigation and appeals, that are imposed upon, incurred by, or asserted against the Nexus Indemnified Party and that arise out of the fault, negligence or breach of representation, warranty, or obligation of the Payer Indemnifying Party in connection with your or its performance or failure to perform your or its obligations under the Program Documents.
We, on behalf of ourselves, our officers, directors, employees and each of our Agents (collectively, the “Nexus Indemnifying Party”) shall indemnify and hold Payer, its officers, directors, employees, and Agents (collectively, the “Payer Indemnified Party”) harmless from and against any and all third-Party claims, actions, demands, losses, costs, expenses, fines, penalties, liabilities, and other amounts, including legal fees, costs, and expenses in connection with litigation and appeals, that are imposed upon, incurred by, or asserted against the Payer Indemnified Party and that arise out of the fault, negligence or breach of representation, warranty, or obligation of the Nexus Indemnifying Party in connection with our or its performance failure to perform our or its obligations under the Program Documents.
11.16.3 Defense of Claims. If we receive any claim or demand or are subject to any suit or proceeding in which we may make a claim against you for indemnification, we shall give prompt written notice to you and you will be entitled to participate in the settlement or defense and, if you so elect, to take over and control the settlement or defense with counsel satisfactory to us. In any case, we and you shall cooperate at no cost to us in the settlement or defense of any such claim, demand, suit, or proceeding.
11.16.4 Payment of Attorney’s Fees. You acknowledge your obligation to pay, including through offsets to amounts otherwise payable by you, attorneys’ fees and expenses incurred by us in connection with the collection of amounts payable by you and attorneys’ fees incurred by us in connection with any judicial or administrative proceeding and any bankruptcy court proceeding filed by or against you.
11.17 Taxes. You are solely responsible for remitting to any federal, state, or local tax authority with jurisdiction over you or your participation in the Nexus Payments Program (in each case, a “Tax Authority”) any applicable taxes and duties payable by you or us based on payments made to or by us pursuant to your Program Documents, excluding taxes based upon net income payable by us. You are solely liable for any fees, charges, fines, or assessments attributable to or levied against us without offset or deduction (including any offset or deduction for taxes). You shall indemnify and hold us harmless from and against any and all tax liabilities paid, payable, or incurred by us, including penalties and interest, costs and expenses, to any Tax Authority relating in any way to the taxes and/or tax treatment of payments made under the Program Documents. You acknowledge and agree that we may withhold taxes from any payments made by us to you if we determine that such tax withholding is required by applicable law. If you are not a United States Person (as determined under applicable United States federal income tax principles), you agree that: (a) you shall complete any applicable tax forms as requested by us; and (b) payments with respect to the products and/or services provided by you to us under the Program Documents or otherwise in connection with any other agreement between us and you will not be treated as being from a United States source, as determined under United States federal income tax principles.
All payments to be made by you to us under the Program Documents shall be made without set-off, compensation, deduction, or counterclaim and without deduction for any taxes, levies, duties, fees, deductions, withholdings, restrictions, or conditions of any nature whatsoever. If any Requirements of Law require you to make any such deduction or withholding from any such payment, the sum due from you with respect to such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, we receive a net sum equal to the sum which we would have received had no deduction or withholding been required.
11.18 Governing Law. The terms of your Program Documents shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia in the United States, excluding its choice of law principles. Any final judgment against you in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of the obligation arising from such judgment; provided, that nothing contained in this Section 11.18 shall be deemed to constitute a waiver by you of any right you may otherwise have to appeal any such judgment.
11.19 Severability. If any provision included in the Program Documents is held to be illegal, unenforceable or invalid under the Requirements of Law, the laws of the Authorized Jurisdiction, and/or the governing law set forth in Section 11.18, the legality, enforceability, and validity of the remaining provisions hereof shall not, in any way, be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law.
11.20 Notices. Notices to us required under the Program Documents should be sent to the address indicated below:
6400 Arlington Boulevard, Suite 1000 Falls Church, VA 22042 Attn: Jennifer Coolidge
We may send notices to you, including notices of the publication on our website, of updates to the Program Documents as described in Section 11.1, using any method of transmission we deem appropriate, including U.S. mail, courier, overnight service, facsimile and/or electronic mail. Without limiting the foregoing, any notice sent to your last known Agent at the address, including electronic mail address, indicated in our records shall constitute effective notice to you under the Program Documents.
Except as otherwise expressly provided in the Program Documents, the terms “include” and “including” shall not be limiting and shall be understood to be followed by the words “without limitation.” In the event of a conflict between these Terms of Use and the terms of your Payment Services Addendum, the terms of your Payment Services Addendum shall govern. Any conflict or inconsistency among the terms and conditions of the Program Documents will be resolved, in priority order, as follows: (a) your Payment Services Addendum; (b) these Terms of Use; and (c) any other Program Documents. If any terms and conditions of an Appendix or Exhibit hereto expressly modify, amend, or supersede any terms or conditions set forth in the body of any such Program Document, the terms and conditions of such Appendix or Exhibit will prevail.
As used in the Program Documents, the following capitalized terms shall have the following meanings (which in the case of capitalized terms used in such definitions shall incorporate the defined meanings of such capitalized terms). All other terms used herein and not otherwise defined shall have the meanings commonly ascribed thereto in general business practice.
ACH Services: Any of the direct Settlement payment options offered by Nexus that are effectuated via ACH, specifically including Standard ACH, EFT Early, DD EFT, and CPX Direct.
Adjustment: A change to Settlement because the amount originally paid was incorrect.
Affiliate: With respect to a Person, any other Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, that Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
Agent: Any Person, approved by us, including an Affiliate of a Payer and any Requester or Approver, to the extent that such Person performs any or all of our obligations under the Program Documents.
Approver: In connection with Payee’s use of the Nexus Payments Services, your Authorized Representative that is designated as the individual or natural person that may (i) create, approve and/or submit Payment Instructions; (ii) request that Nexus initiate Settlement from the your Settlement Account and/or facilitate a Virtual Card payment; and (iii) complete and make changes to your Enrollment Information, including your corporate information, Settlement Account, Funding Account, and/or Virtual Card Account information and other Payer information, including your Requester and Approver.
Authorized Jurisdiction: The 50 states of the United States, the District of Columbia, and Puerto Rico, unless otherwise designated in the Payment Services Addendum or any Program Documents.
Authorized Representative: A Person designated by a Payer as an individual or natural person that is authorized to (i) create, approve and submit Payment Instructions; (ii) request that Nexus initiate Settlement from your Settlement Account and/or facilitate a Virtual Card payment; and (iii) complete and make changes to your Enrollment Information, including your corporate information, Settlement Account, Funding Account, and/or Virtual Card Account information and other Payer information, including your Requester and Approver, or otherwise interface with Nexus on your behalf.
Banking Day: Any day, beginning at 12:00:01 a.m. Eastern Time (ET) and ending at 12:00:00 a.m. ET, other than a Saturday, a Sunday or a Federal banking holiday.
Business Entity: A corporation, partnership, joint venture, association, limited liability company, joint stock company, business trust, unincorporated organization or governmental entity.
Certification: Verification by us in writing of your ability to interface with our systems.
Check: The instrument prepared, printed and mailed by us subject to and in accordance with a Payment Instruction and the Program Documents.
Check Production Service: The service offered by Nexus by which Nexus, on its own and through any Affiliate and/or third party, receives a Payment Instruction from a Payer through its Direct Connection Agent and, in accordance with the Payment Instruction and the Program Documents, prepares, prints, and mails a check to the Person designated in the Payment Instruction.
Checking Account: The commercial bank account designated by a Payer in the Order Form as the account used in connection with Payer’s participation in the Check Production Service.
Checking Account Bank: The commercial bank at which the Checking Account is held.
Confirmation File: An electronic file transmitted by us to a Payer confirming the receipt of each of the Payment Instructions received from such Payer or its Direct Connection Agent. CPX Direct Service: An ACH Service whereby you are able to direct when a payment is initiated to a Payee.
EFT DD Service: An ACH Service whereby you agree to effect an automatic payment to a Payee with respect to an invoice within a certain number of days as established by the Payee, and receive a variable discount based on the number of days prior to the date on prior to the date on which you would ordinarily pay the applicable Payer in the ordinary course of business.
EFT Early Service: An ACH Service whereby you agree to effect an automatic payment to a Payee with respect to an invoice on a date specified by the applicable Payee (which date is generally prior to the date that the associated invoice is due), and the Payee agrees to provide a fixed discount in return.
Order Form: The form that you must complete to provide Nexus with Enrollment Information to enroll in Nexus Payments Program and to receive Nexus Payments Services, as updated or amended from time to time.
Enrollment Information: Information regarding a Payer and requested by us in an Order Form, including, without limitation, your corporate information, company name, address, employer identification number, contact name and phone number, type of business, ownership structure, Authorized Representative(s), Settlement Account information, Funding Account, and/or Virtual Card Account information, that is provided by Payer to enroll in the Nexus Payments Program and to receive the Nexus Payments Services, as amended or revised from time to time by an Authorized Representative of Payer during the term of the Payment Services Addendum, as indicated in the records of Nexus.
Fees: The amounts payable by Payer in connection with participation in the Nexus Payments Program and/or Payer’s receipt of the Nexus Payments Services, including such amounts set forth on the Order Form.
Foreign Official: means (i) a director, officer, employee, Agent, or representative of any government, military, or state-owned or affiliated entity or organization; (ii) any department, agency, corporate entity, instrumentality or political subdivision of any government or military; (iii) any Person acting in an official capacity for or on behalf of any government or military; (iv) any candidate for political office, any foreign political Party or any official of a political Party; or (v) any officer, employee, Agent, or representative of any public international organization such as the United Nations.
Fraud: The furnishing of false or fraudulent information for the purpose of obtaining money, goods, or services in connection with a Payment Instruction, including collusion with a thief and/or the use of duplicate Payment Instructions.
Funding Account: The commercial bank account(s) designated by a Payer in the Order Form as the account(s) used to fund the Payer’s Virtual Card Account in connection with the Payer’s participation in the Virtual Card Service.
Funding Bank: The commercial bank at which the Funding Account is held.
Holding Period: Where applicable, the number of days immediately following our receipt of Payment Instructions and prior to our initiation of Settlement.
Initial Term: The initial term set forth on the Order Form.
Issuer Processor: The Virtual Card Issuer’s Agent that acts as an issuer processor and provides transaction processing services and performs program manager functions in connection with the Virtual Card Service.
Nexus (or “we”, “our”, or “us”): means Nexus Systems, LLC, includes our officers, directors, and employees and the network, systems, and processes, including hardware, software, and personnel, maintained by us to support the Nexus Payments Program.
Nexus Payments Program: The program operated by Nexus to facilitate commercial payments between Payers and Payees.
Nexus Payments Services: The services provided by Nexus in connection with the Nexus Payments Program, including, as applicable, the execution of Payment Instructions, the initiation of Settlement, and/or the Virtual Card Service.
Party: means Nexus or you and Parties means both Nexus and you, as a Payer.
Payee: A Person who participates in the Nexus Payments Program as a recipient of funds, and who may be designated by Payer as a recipient of Settlement.
Payer (or “you” or “your”): The entity designated as “Payer” on the Payment Services Addendum.
Payer: A Person who participates in the Nexus Payments Program that submits Payment Instructions.
Payer Account: the Settlement Account, Funding Account and Checking Account, collectively.
Payment Instruction: A request in the form and format specified in the Program Documents, including in a Payment Instruction File, that is delivered by a Payer or its Agent to Nexus and that (i) authorizes and directs Nexus to debit a Payer’s Settlement Account and to credit a Payee’s Settlement Account, or (ii) authorizes and instructs Nexus to facilitate the payment of a Payer’s payment obligations to a Virtual Card Recipient through the use of a Virtual Card, in each case, in accordance with the Program Documents. Payment Instruction File: A data file consisting of Payment Instructions received from a Payer or its Agents. Person: Any Business Entity, individual, natural person, or any other entity of every nature, kind, and description whatsoever. Processing Date: The date upon which we process the Payment Instruction File. Program Document(s): Your Payment Services Addendum, these Terms of Use, any Order Form, appendices, exhibits, and attachments, in each case, as revised from time to time as set forth herein. Program Identification Number: A unique number assigned by Nexus to you or a Payee for the purpose of participation in Nexus Payments Program.
Renewal Term: The term immediately succeeding the Initial Term which shall thereafter automatically renew for an additional term of like duration upon expiration of the then-current term.
Report: The document(s) in electronic form that identify each Payment Instruction executed by us in connection with your participation in the Nexus Payments Program.
Requester: In connection with your use of the Nexus Payments Services, your Agent and Authorized Representative that is designated as an individual or natural person that may (i) create, approve and/or submit Payment Instructions; (ii) request that Nexus initiate Settlement from the your Settlement Account and/or facilitate a Virtual Card payment; and (iii) complete and make changes to your Enrollment Information, including your corporate information and/or changes to the Settlement Account and/or Funding Account information and other Payer information, including your Agents, Requester and Approver.
Requirements of Law: Any law, ordinance, statute, treaty, rule, judgment, decree, regulation, official directive, consent, approval, authorization, order, or other determination or finding of any governmental authority applicable to or binding upon any Person or to which such Person is subject, whether federal, state, county, local, foreign or otherwise, including the Bank Secrecy Act, as amended by the USA PATRIOT Act, the Trading With the Enemy Act, the International Emergency Economic Powers Act and related Executive Orders, the Foreign Corrupt Practices Act, the Federal Trade Commission Act, the Sarbanes-Oxley Act, the regulations administered by the Office of Foreign Assets Control of the U.S. Department of Treasury and the Program Documents.
Sanctioned Person: Any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any program administered by OFAC or other regulatory requirements.
Security Procedure: The procedures identified in these Terms of Use that we use to confirm your approval to permit us to perform the functions described in the Program Documents, including (i) the procedures set forth in Section 2.5 and Section 2.5.2 in connection with any change to your Enrollment Information or any changes to your Agents or Authorized Representatives, (ii) the procedures set forth in Section 3.1.3, Section 7.5, and Section 7.4 in connection with any change to your Settlement Account information, and/or your Funding Account information, respectively, and (iii) the procedures set forth in Section 9.5 governing the assignment of obligations under the Program Documents.
Settlement: The transfer, using a Settlement Account or as otherwise agreed by Nexus and you in writing, of Settlement Amounts due to or from Payer in connection with Payment Instructions.
Settlement Account: The commercial bank account(s) designated by Payer for use by Nexus as contemplated in the Program Documents.
Settlement Amount: The amount of Settlement set forth in a Payment Instruction, including, as applicable, all Fees and other amounts due to or from Payer in connection with such Payment Instruction.
Settlement Bank: The commercial bank at which the Settlement Account is located.
Settlement Date: The Banking Day on which Nexus initiates Settlement.
Standard ACH: An ACH Service whereby you agree to effect an automatic payment to a Payee with respect to an invoice on a date specified by the applicable payee upon standard payment terms.
Termination Event: The occurrence of any of the events described in Section 11.9 of these Terms of Use.
Terms of Use: The requirements set forth in this document, as updated or amended from time to time, that govern Payer’s participation in the Nexus Payments Program and receipt of the Nexus Payments Services.
Triggering Event: Any of the events set forth in Section 6.3.3.
U.S. or United States: The United States of America, including the 50 states, the District of Columbia, and Puerto Rico.
Virtual Card Account Number: A number assigned by the Virtual Card Issuer to a Virtual Card.
Virtual Card Account: The account(s) or sub-account, including as represented by the Virtual Card Account Number, from which funds will be loaded to a Virtual Card to enable the Payer to satisfy its payment obligations in connection with the Payer’s participation in the Virtual Card Service.
Virtual Card: A virtual commercial card that is issued by the Virtual Card Issuer and provided to a Payer in connection with the Nexus Payments Service.
Virtual Card Issuer: The issuer identified by us to facilitate, on its own and through its Agents (including the Issuer Processor), the issuance of Virtual Cards in connection with the Virtual Card Service.
Virtual Card Recipient: A Payee or Person designated by a Payer in a Payment Instruction that authorizes and instructs Nexus to facilitate the payment of a Payer’s payment obligations to the Payee or Person through the use of a Virtual Card.
Virtual Card Service: The service offered by Nexus by which Nexus, on its own and through any Affiliate and/or third party, receives a Payment Instruction from a Payer and, in accordance with the Payment Instruction and the Program Documents, facilitates payment of the Payer’s payment obligations to the Virtual Card Recipient designated in the Payment Instruction using a Virtual Card The information contained herein is proprietary and confidential to Nexus Systems.
