INTEGRATED PAYABLES SERVICE TERMS
Section 1. THE SERVICE.
These Integrated Payables Service Terms (the “Service Terms”) set forth the terms under which
Customer can streamline and automate payables processing by transmitting to Bank a single file of
payment instructions for multiple payment types through the File Delivery Channel (the “Service”). The
Service is also subject to the General Provisions of the Treasury Management Terms and Conditions
Agreement (the “Agreement”) as if fully incorporated herein and all Applicable Laws. In the event of a
conflict between these Service Terms and other terms in the Agreement, these Service Terms shall
control. Unless otherwise defined herein, any capitalized terms shall have the meaning as set forth in
the Agreement. Any reference to the Agreement herein shall be deemed to include these Service Terms.
Section 2. PAYMENT TYPES.
The payment types that can be used with the Service include Account Transfer, ACH, Wire Transfer,
Check Print, and Virtual Card Services. Customer can choose to use any or all of these payment types,
subject to Customer’s enrollment in the applicable Service and completion of the Operational
Instructions for that Service. Each payment type will be governed by its respective Service Terms, as
follows:
(a) Account Transfers. Payments made by Account Transfer will be subject to the Account
Transfer Service Terms and corresponding Operational Instructions.
(b) Automated Clearing House (ACH) Payments. Payments made by ACH will be subject to the
Automated Clearing House (ACH) Origination Service Terms and corresponding Operational Instructions.
(c) Wire Transfers. Payments made by wire transfer will be subject to the Wire Transfer Service
Terms and corresponding Operational Instructions.
(d) Virtual Card Payments. Payments made by virtual card will be subject to the applicable
Commercial Card agreements and corresponding Operational Instructions.
(e) Check Print Service. The Check Print Service enables Customer to outsource printing and
mailing of Checks and remittance advices to Bank. The Check Print Service does not have separate
Service Terms like the other payment types listed above; it is described below in Section 4 and in the
Operational Instructions for the Service.
Section 3. TRANSMISSION AND PROCESSING OF PAYMENT FILES.
Customer shall transmit a payment file to Bank in compliance with the applicable Operational
Instructions. Customer can only transmit payment files to Bank in the format agreed upon by Bank and
Customer. Upon receipt of the payment file, Bank shall validate the file. If the payment file passes
validation, Bank will translate the file into the appropriate format for the Bank’s applicable payment
processing system, and transmit the data from the files to the payment processing system. Bank then
executes Customer’s payment Instructions on the date set forth for each payment in the payment file,
subject to the file meeting the applicable Cutoff Times.
Payment files received by Bank shall be deemed to be received from Customer for processing. Bank shall
not be liable for honoring or acting upon the received payment instructions, and Customer expressly
agrees to indemnify and to hold Bank harmless for any Losses arising out of honoring or acting upon any
instructions received, including but not limited to instructions that are received with inaccurate or
missing information.
Section 4. CHECK PRINT SERVICE.
Using the Check Print Service, Customer can direct Bank to send Checks and/or remittance advice to
Customer, its third-party agent or Vendor, or to the payee. Customer shall provide Bank with a file
containing instructions for Check processing and mailing in the format and in accordance with the
timelines, content requirements and Cutoff Times as set forth in the Operational Instructions (a “Check
File”). The Check File is Customer’s Instruction. Customer is solely responsible for the accuracy of the
information contained in the Check File.
Each Business Day on which Bank receives a Check File before the Cutoff Time is the “Processing Date”
for the entries in that Check File. When a Check File is received after the Cutoff Time or on a non-
Business Day, the Processing Date for the entries contained in that Check File will be the next Business
Day. Customer must designate an effective date for each entry in the Check File, which is the date on
which Customer instructs Bank to pay the Check (“Effective Date”). The Effective Date must be no later
than 15 calendar days after the applicable Processing Date; it cannot be earlier than the Processing
Date. If an entry in the Check File does not comply with these timing requirements, it will be rejected
and not processed.
On each Processing Date, Bank will prepare accepted entries in accordance with Customer’s Instructions
in the Check File and the Operational Instructions. Customer must have sufficient available funds in the
Account to cover all Checks requested in the Check File. If Customer does not have sufficient available
funds in the Account to cover any Check that Customer requests, Bank may decline to issue the Check.
Customer is also responsible for the costs of postage and express delivery, courier and similar third party
fees and expenses that Bank incurs based on the method of delivery for the Checks issued through the
Service, and Customer agrees that Bank may charge any of Customer’s Accounts to collect such fees and
expenses.
Bank recommends that Customer enroll in the Positive Pay Service in conjunction with the Check Print
Service. Please refer to the Positive Pay Service Terms and the applicable Operational Instructions for
more information.
Section 5. LIMITATION OF LIABILITY; INDEMNIFICATION.
In addition to the Bank’s limits on liability in the Agreement, the Bank’s liability with respect to any delay, failure or improper payment made through the Service shall be limited to the amount of the interest losses directly attributable to such delay, failure or improper payment.
In addition to its other indemnification obligations in the Agreement, Customer agrees to indemnify and hold Bank and its Service Providers harmless from any and all Losses incurred directly or indirectly by Bank from any claims, demands or causes of action by any of Customer’s merchants, suppliers or other third party directing or receiving any payments, including, but not limited, to claims, demands or causes of action that it was improper or unlawful for Bank to place a stop payment on, or otherwise refuse payment on, any Check issued under the Service or a wrongful dishonor for refusal to cash such Check at the direction of Customer or pursuant to these Service Terms, or a third party supplier or merchant’s refusal to accept payment through the Service.