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ACH Services – Additional Terms

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If purchased by Client, 51�Թ������ճԹ� will provide Client with Automated Clearing House Services (“ACH Services”), subject to the terms set forth below.

1. ACH SERVICES. As applicable, 51�Թ������ճԹ� will provide Client and Client’s authorized employees (“End Users”) with access to the following ACH Services selected by Client.

(a) Base ACH Services. The ACH Services will include the following base functionalities, subject to the scope of Client’s deployment of the ACH Services and available system configurations:

· Automated Clearing House (“ACH”) item/transaction processing (originated and received items).

· Online originating return capabilities (ORAs).

· Automated return settlement.

· Online access to perform all eligible maintenance functions.

· Daily window processing per the predetermined processing schedule.

· Warehouse balancing, including end-of-day and end-of-cycle activities functionality.

· Database set-ups, including the establishment and maintenance of: (i) financial institution(s); (ii) point(s); and (iii) distribution application(s).

· Collection applications module for assisting Client in preventing unauthorized senders from processing ACH files outside of Client’s authorized End Users.

(b) Additional Functionality. If selected by Client, the ACH Services may include the following additional functionality, subject to additional setup and fees, which may be set forth in the applicable fee exhibit:

· Transactional warehouse (90 rolling days)

· Customer Activity Statements

· Pre-Funding

· Risk Management Limits and Exposure

· Dual Verification

· Electronic Payment Authorization and Filters

· SEC Code Monitoring

· Debit Return Monitoring

· Notification of Change (NOC) Manager

· VPN Connectivity

· Payment View Navigator Reporting

· Same Day ACH Origination Control Service

· Electronic Payments Authorization Positive Pay (file based)

· Integration to Fraud application

· Debit Return Monitor

· Electronic Data Interchange (EDI) Advising

· CommonView

(c) Standard OFAC Sanction Screening Services. The ACH Services include 51�Թ������ճԹ�’s Office of Foreign Asset Control sanction screening comparison tool (“OFAC Sanction Screening Services”) allowing for comparison of Client member information against those certain industry sanction screening database(s) (“Standard Watch List”), which 51�Թ������ճԹ� makes generally available through the ACH Services. The Standard Watch List includes (if generally available): (i) the Specially Designated National (“SDN”) list, and (ii) the Consolidated Screening List (“CSL”). Client acknowledges that additional watch list database(s) may be made available from certain third party providers, but those lists are not included as part of the Standard Watch List.

(d) Connectivity. Connectivity between Client and 51�Թ������ճԹ� will be over an existing connection. During the review of the project Implementation Plan (as defined below), this connectivity will be discussed in detail to determine if adequate bandwidth is in place or if additional bandwidth will be required, ordered and billed to Client. Any mutually agreed upon change will be managed through the PCR process, described below.

(e) Reports. As part of the base ACH Services, 51�Թ������ճԹ� will provide its standard base reporting as determined by the parties as part of the initial implementation of the ACH Services. Any non-standard or custom reporting will be provided upon Client’s request and at 51�Թ������ճԹ�’s then-current rate, subject to system capability and 51�Թ������ճԹ�’s authorization.

(f) Backup Information and Records. As part of the base ACH Services, 51�Թ������ճԹ� will provide the following storage capabilities:

· Initial Entry Retention. Once the entries have been collected and edited, 51�Թ������ճԹ� will provide temporary storage of applicable transmitted files and reports (for approximately one processing day of activity). 51�Թ������ճԹ� will also provide report file regeneration (following successful delivery) upon Client’s request, subject to information history availability.

· Warehouse Storage. 51�Թ������ճԹ� will store transaction entry information in its primary warehouse, and make such information available for online inquiry or exception processing (returns, NOCs), for a period of up to 10 days from the date the transaction was requested. If applicable, 51�Թ������ճԹ� will then transfer the applicable transaction entry information into extended storage if an extended storage period is identified. Client may use the Automated Exception Processing (AEP) functionality to make certain changes or reschedule certain entries if necessary while such entry information remains in the warehouse. ACH entries no longer in the warehouse are not available for automated exception processing, but may still be returned through the Online Return Add (ORA) screen functionality on a batch basis, provided all necessary information from the original ACH entry is available and provided to 51�Թ������ճԹ�.

· Report Files Information. 51�Թ������ճԹ� will retain historical report files sufficient to resend the report files for the most recent business day.

2. PROFESSIONAL SERVICES.

(a) Professional Services. In exchange for Client’s payment of the applicable fees set forth in the Agreement or applicable fee exhibit, 51�Թ������ճԹ� will provide Client with implementation, training, consulting or other professional services (collectively, “Professional Services”) for the ACH Services. 51�Թ������ճԹ� will support Client with Professional Services for various projects (each a “Project”).

(b) Initial Professional Services. 51�Թ������ճԹ� will provide the implementation and other such initial Professional Services (“Initial Professional Services”) described below. 51�Թ������ճԹ� will provide a draft scoping document for the Initial Professional Services, which the parties will review and finalize (“Implementation Plan”); such Implementation Plan shall be subject to the written approval of Client prior to becoming effective. Subsequent changes to the Implementation Plan will require the formal written approval by each party’s implementation coordinator. The Implementation Plan will serve as the Project Plan (defined below) for the Initial Professional Services.

(c) Additional Professional Services. Other optional Professional Services may be requested by Client and will be provided upon the parties’ mutual written agreement, subject to 51�Թ������ճԹ� availability and billed at 51�Թ������ճԹ�’s then-current rates. Such optional Professional Services may include without limitation: (i) assistance with integration to Client systems, (ii) migration support, (iii) customization requests and/or (iv) additional remote or on-site training-related Services.

(d) Project and Program Management. For the provision of a Professional Services Project, including the Initial Professional Services, both parties will maintain a Project manager as the single point of contact for the party. 51�Թ������ճԹ� and Client will agree on a governance structure for the Project. As needed, and particularly during any Initial Professional Services to implement the ACH Services, 51�Թ������ճԹ� will also provide a program manager.

(e) Professional Services shall be subject to the following terms:

(i) Projects may be requested through an amendment to the Agreement, statement of work, change request or other such document mutually agreed and executed between the parties (“Project Documentation”).

(ii) Following the execution of such a Project Documentation, 51�Թ������ճԹ� may at its option provide a plan for the implementation of the applicable Professional Services (“Project Plan”). All efforts contained in a Project Plan will be based on complete and final requirements discovered by 51�Թ������ճԹ� during joint scoping efforts with Client. The parties will work together to, in good faith, complete the Professional Services according to the Project Plan, including meeting the dates and timing set forth in the Project Plan. The Project Plan is a good faith estimate of what the effort will take. If the quoted tasks are at risk of exceeding the estimate, they will be elevated to the Project managers for discussion and to develop alternatives to contain the scope to an agreed upon level. Any dates for performance in the Project Plan will be dependent upon the timely performance by each party of their assigned tasks.

(iii) 51�Թ������ճԹ� will perform the Professional Services in the designated environments based on the agreed upon Project Documentation or Project Plan. Client personnel required to participate in the Project shall be familiar with Client’s systems and operations.

(iv) It is assumed that each phase of this Project will continue uninterrupted from start to finish. If there are any Project interruptions, modifications or changes to a Project, the Project Change Control Procedures (set forth below) will be invoked and 51�Թ������ճԹ� may charge for any resulting additional work or time taken by its personnel (at then-current rates). The Professional Services will be deemed completed upon the completion date set forth in the Project Documentation or Project Plan.

(v) All customizations and development created by 51�Թ������ճԹ� or its subcontractors during a Project will remain the property of 51�Թ������ճԹ� and are deemed 51�Թ������ճԹ� Confidential Information.

(f) 51�Թ������ճԹ� Responsibilities.

(i) 51�Թ������ճԹ� will designate a 51�Թ������ճԹ� Project manager or alternate point of contact who will:

· Provide administration and technical direction for the Project;

· Be the focal point for coordinating activities between 51�Թ������ճԹ� and Client;

· Coordinate, as needed, any implementation dates with the Client Project manager to accommodate any implementation time or date restrictions present at 51�Թ������ճԹ� or Client; and

· Resolve any differences in the Project tasks parameters and provide verbal status updates to Client’s management team.

(ii) As needed, 51�Թ������ճԹ� will provide a program manager.

(g) Client Responsibilities:

(i) Client will identify and schedule key Client project team members to participate in the creation and execution of the Project Plan for the Professional Services.

(ii) Client will designate a Project manager or alternate point of contact who will:

· Provide administration and technical direction for Client’s efforts on a Project;

· Serve as the interface between the 51�Թ������ճԹ� and Client’s resources;

· Select, obtain and/or schedule Client personnel, resources, information, data, and functional end users;

· Obtain Client decisions from Client decision makers;

· Coordinate any implementation dates with the 51�Թ������ճԹ� Project manager to accommodate any implementation time or date restrictions present at 51�Թ������ճԹ� or Client;

· Perform Project Change Control activities;

· Provide 51�Թ������ճԹ� access to Client’s payment services system; and

· Initiate, sign and keep in effect agreement(s) with all relevant third parties (including license agreements).

(iii) Client will implement required changes to current operations and procedures per the Project Plan.

(iv) Client will provide and initiate user test plan (“UT”), a pilot plan (“PP”) and user acceptance testing (“UAT”) as needed.

(h) Project Change Control Procedure. Any modifications, changes, enhancements, conversions, upgrades, or additions to the agreed upon in a Project Plan, Project Documentation or other Professional Services beyond those stated in such document shall be documented in accordance with the below process:

(i) Any request for changes must be submitted by the relevant party using a Project Change Request (“PCR”). A PCR will be the vehicle for communicating change. The PCR must describe the change, the rationale for the change, and the effect the change will have on the Project.

(ii) The designated Project manager of the requesting party will review the proposed change and determine whether to submit the request to the other party.

(iii) Each party’s Project manager will review the proposed change and approve it for further investigation or reject it. 51�Թ������ճԹ� will specify any charges for such investigation.

(iv) If the investigation is authorized, the Project Managers will sign the PCR, which will constitute approval for the investigation charges. The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of the Project; and

(v) A written authorization must be signed by both parties to authorize implementation of the change.

3. CLIENT OBLIGATIONS. Client will comply with the following Client obligations in connection with its use of the ACH Services:

(a) Maintenance of Collection Application(s). Client is responsible for establishing and configuring the setup of any collection application(s), which is a feature that defines batch level corporate originator profiles.

(b) Report Storage. Client shall assume responsibility for a facility for report storage or archive, with view capability. 51�Թ������ճԹ� will transmit the agreed output reports to Client and Client will store them using such facilities.

(c) Entry Submission. Client will ensure all ACH transmissions/input files are provided in a format that is compliant with both the 51�Թ������ճԹ� specifications and all requirements of the National Automated Clearing House Association (“NACHA”), as set forth in the NACHA Operating Rules and Guidelines (“NACHA Rules”). Client will also follow all NACHA submission timing guidelines and recommendations when submitting ACH items for processing.

(d) ACH Returns. Client is solely responsible for the timely processing and resolution of returns in accordance with applicable NACHA Rules.

(e) ACH Operator Transmission and Connectivity. All ACH operator transmissions originated or received by 51�Թ������ճԹ� on behalf of Client shall be transmitted pursuant to an agreement between Client and the designated ACH operator provider (“ACH Operator”), designating 51�Թ������ճԹ� as an authorized “Sending and/or Receiving Point”. Unless otherwise agreed to by the parties in writing, Client will process files and transmissions as follows: (i) Client will receive the applicable transaction request files from its customers; (ii) Client will send those files to 51�Թ������ճԹ� for processing via the transmission method specified by 51�Թ������ճԹ�; (iii) 51�Թ������ճԹ� will process the files (as applicable based on the scope of the ACH Services selected by Client); (iv) 51�Թ������ճԹ� will send any resulting customer-facing transaction files to Client; and (e) Client will send all such customer files on to its customers (and to any other recipient Client deems necessary). Client shall be responsible for any third party fees or other such costs necessary for the connectivity required to support the ACH Services and the transmission processes defined in this paragraph. It is assumed that receipt and transmission of ACH transactions required to be delivered to the Federal Reserve will continue to be managed by Client and will be delivered to 51�Թ������ճԹ� for processing. For clarity, the fees for the ACH Services do not include any such third party fees or costs.

4. ADDITIONAL TERMS AND CONDITIONS.

(a) NACHA Compliance. 51�Թ������ճԹ� and Client agree to comply with the NACHA Rules and all other operating rules and reasonable guidelines set forth by NACHA, as applicable in each case to 51�Թ������ճԹ� and Client and their respective obligations hereunder.

(b) Processing Windows and Deadlines. The ACH Services will be subject to the processing windows and deadlines set forth below:

· The following are ACH window processing timeframes for Collection and Distribution (as defined below) of ACH files. These timeframes are coordinated for ACH deadlines and are in Eastern Time. 51�Թ������ճԹ� may adjust the windows including moving, adding, or deleting windows from time-to-time to optimize the window structure for efficient and effective processing. Each window applies for Collection from all ACH input sources. “Collection” is the process of accepting entries into the applicable 51�Թ������ճԹ� system in whatever form and format they are in when delivered; provided, however, that entries should at all times arrive in an ACH format or other supported non-ACH format specifically authorized herein. “Distribution” is the process of distributing entries from the warehouse to their recipient endpoints (e.g., ACH, correspondent banks, and accounts receivable).

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ACH Windows	Run Time	Primary Function
0530	5:30 AM	Collection / Distribution
0700	7:00 AM	Collection / Distribution
0930	9:30 AM	Collection / Distribution
1200	11:30 AM	Collection / Distribution
1300	1:00 PM	Collection / Distribution
1600	4:00 PM	Collection / Distribution
1800	6:00 PM	Collection / Distribution
1930	7:30 PM	Collection / Distribution
2100	9:00 PM	Collection / Distribution
2200	10:00 PM	Collection / Distribution
2300	12:00 AM	Collection / Distribution
2400	1:00 AM	Collection / Distribution
End of Day	1:30 AM	Cycle Close
Sunday Schedule	��	��
0100	10:00 PM	Collection / Distribution
0200	11:30 PM	Collection / Distribution

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· NACHA Rules recommend that ACH credit entries be originated 2 days prior, and debit entries 1 day prior to, the transaction’s effective date. Credit entries that are originated less than 2 days prior to the effective date through the ACH system may not be immediately available to the receiver on the settlement date at the receiving depository financial institution (also, referred to as “RDFI”).

· 51�Թ������ճԹ� shall process ACH windows on all days that the Federal Reserve Bank is open for business. 51�Թ������ճԹ� will identify its then-current holiday list upon request. If a holiday falls on Monday, the Sunday window is run on Monday. When a holiday falls on a Tuesday through Friday, the regular daily schedule is run, but the following process shall occur (as further summarized below): (i) schedules and calendars are marked open for Collection, (ii) schedules and calendars for Distribution to the Federal Reserve or Electronic Payments Network (EPN) are marked closed, and (iii) Distribution to core applications is marked closed, if applicable (based on Client’s core processor’s policy). Refer to chart below for details:

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When the holiday falls on:	If a bank is closed and they wish to utilize the 0100 Sunday window:	If a bank is open:
Monday	Run the Sunday 0100 window on Monday at 10:00 PM.	Run the Sunday 0100 window on Monday at 10:00 PM.
Tuesday – Friday	Schedules/calendars are marked closed.	Run the regular daily window schedule. Schedules and calendars are marked open for collection only.
Saturday	Windows are not run on Saturday.	Windows are not run on Saturday.
Sunday	A Sunday holiday is normally observed on Monday. Monday holiday processing would apply.	The Sunday 0100 window will be run on Monday.

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(c) Origination of ACH Items. Originated ACH entries may be from internal or external sources as determined by Client. However, Client acknowledges that, pursuant to NACHA Rules, the originating institution (whether Client or another institution) is solely responsible for any ACH item originated in its name. Other than as instructed by Client, 51�Թ������ճԹ� shall not originate any ACH item in the name of the Client for and on behalf of 51�Թ������ճԹ� or any other person or entity, and in no event will 51�Թ������ճԹ� be the originating institution. Client will ensure, and remains solely responsible for ensuring, that Client is set up to access the appropriate reports necessary to validate ACH items originated in its name and for 51�Թ������ճԹ� to provide the ACH Services accordingly. 51�Թ������ճԹ� is not responsible for verifying the accuracy of ACH input, such as company name, dollar amounts, entry counts, effective dates, and transmission time and date.

(d) Financial Transaction Risk. Client is, and shall remain, solely and exclusively responsible for any and all financial transaction risks associated with its accounts and customers, including without limitation insufficient funds, fraudulent transactions and transactions resulting from improper input data associated with the ACH Services.

(e) Platform Changes. To the extent 51�Թ������ճԹ� chooses to utilize a new interface, system or platform to provide the ACH Services, 51�Թ������ճԹ� shall provide Client with commercially reasonable notice prior to such transition and Client shall provide all reasonable support and assistance as required by 51�Թ������ճԹ� in connection therewith.