Master Electronic Funds Transfer Services Agreement - InterCept Systems Inc.
MASTER ELECTRONIC FUNDS TRANSFER SERVICES AGREEMENT
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THIS AGREEMENT, is entered into this ____ day of ________________, 19___,
("Agreement") between INTERCEPT SYSTEMS, INC., a Georgia corporation,
("Servicer") whose address is 3150 Holcomb Bridge Road, Suite 200, Norcross,
Georgia 30071, and Institution Name ("Customer"), whose address is Institution
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Address.
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The purpose of this Agreement is to set forth the terms and conditions
under which Servicer will provide certain electronic transaction processing
products and services to the Customer.
Customer understands that INTERCEPT operates an electronic transaction
processing business in conformity with state and federal laws, rules and
regulations and processes transactions through regional and national networks.
Customer further understands that Servicer has entered into, and may in the
future enter into servicing agreements with financial or other institutions
providing the same or similar services to be provided to Customer.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements herein contained and of the payments hereinafter set forth, the
parties agree as follows:
I. TERM OF AGREEMENT
The term of this Agreement shall commence on ___________________, 19___,
and shall continue thereafter in accordance with the Addendum(s), unless earlier
terminated in accordance with this Agreement or any Addendum hereto.
II. SERVICES TO BE PROVIDED BY SERVICER
Servicer will perform the services as set forth in the Addendum(s).
Servicer may make changes in the services based upon, but not limited to,
technological developments, legislative or regulatory changes, or the
introduction of new services by Servicer or the networks through which it
provides services. Servicer will notify Customer of any such changes that will
materially affect Customer, and will use commercially reasonable efforts to do
so at least thirty (30) days prior to implementation date of such changes. The
parties agree that Servicer shall be the exclusive provider of the service
described in each Addendum to this Agreement.
III. LIMITATION OF LIABILITY
Customer agrees that:
1. SERVICER SHALL HAVE NO DUTY OR OBLIGATION TO PERFORM ANY DUTY NOT
SPECIFICALLY SET FORTH HEREIN AND EXPRESSLY REQUIRED HEREUNDER.
2. THE ENTIRE LIABILITY OF SERVICER ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT AT ANY TIME, AND FROM TIME TO TIME, SHALL NOT EXCEED THE SUM OF
THE AMOUNT OF THE SERVICE FEES DUE AND ACTUALLY PAID BY CUSTOMER TO SERVICER
PURSUANT TO THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE DATE THE FIRST CLAIM, IF ANY, ARISES HEREUNDER; AND
3. IN NO EVENT SHALL SERVICER BE LIABLE FOR ANY DAMAGES OF ANY KIND
WHATSOEVER EXCEPT FOR CUSTOMER'S DIRECT COMPENSATORY DAMAGES RESULTING FROM A
MATERIAL BREACH OF THIS AGREEMENT BY SERVICER, IN AN AGGREGATE AMOUNT NOT TO
EXCEED THAT AMOUNT SET FORTH IN SUBPARAGRAPH 2 ABOVE; AND
4. IN NO EVENT SHALL SERVICER BE LIABLE FOR ANY LOSS, LOST PROFIT OR
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SERVICER HAS BEEN ADVISED OF
THE
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POSSIBILITY OF SUCH DAMAGES. INTERCEPT WILL NOT BE HELD RESPONSIBLE FOR ANY
SETTLEMENT ISSUES OR DEFICIENCIES NOT REPORTED TO INTERCEPT WITHIN 48 HOURS OF
SETTLEMENT DATE.
IV. FEES AND PAYMENTS
Customer shall pay Servicer the charges described in the Addendum(s)
attached hereto and made a part of this Agreement. Servicer shall have the
right to revise the recurring prices and pricing structure from time to time
after the end of the first twelve (12) months of actual operation hereunder and
to increase or decrease such charges and/or modify the pricing structure then in
effect, not to exceed seven (7%) percent annually, regardless of whether such
charges are based on a flat fee or on a per item charge basis, effective ninety
(90) days after written notice of any such change by Servicer to the Customer.
Notwithstanding any provision herein to the contrary, Servicer specifically
reserves the right to adjust at any time pass through costs, telecommunications,
and other outside Servicer costs directly associated with providing the services
described in this Agreement, when incurred by Servicer. Servicer will send a
statement of the compensation due at the end of each month and Customer shall
make payment thereof within fifteen (15) days of the billing date. Any fee or
charges not paid within thirty (30) days from date of invoice shall bear
interest at one and one-half (1 1/2%) percent per month until paid.
V. SET OFF
Servicer shall have the right to set off against Customer's account(s) any
indebtedness which Customer owes Servicer, at any time before or after the
termination of this Agreement or extension(s) hereof, without further notice to
or demand on Customer and whether the indebtedness to Servicer is now existing
or hereafter arises.
VI. CONFIDENTIALITY
All computer programs, software and hardware packages, user documentation,
and written specifications, concepts, and technologies relating to the business
of Servicer will be kept in the strictest of confidence by Customer and its
employees.
VII. TRADE SECRETS
Customer acknowledges that the system operated by Servicer and all
technical and operational data, specifications, marketing materials and manuals
and any other information received from Servicer are proprietary to Servicer and
have been developed as trade secrets at Servicer's expense. Customer will hold
and use such property in strict confidence and as trade secrets and will not
copy, sell, transfer, sub-license, assign, distribute or disclose such property
or any part or parts of it in any form, to any individual, firm, corporation or
other entity, nor permit any of Customer's employees, agents or representatives
to do so without the prior written consent of Servicer. Internal dissemination
of proprietary information by Customer shall be limited to those agents or
employees of Customer whose duties justify the need to know such information and
then only on the basis of a clear understanding by such agents or employees of
their obligation to maintain the trade secret or confidential status of such
proprietary information solely to the use permitted to Customer under this
Agreement. Customer shall be responsible for the actions of its agents and
employees with respect to such proprietary information. If Customer or any of
its employees, agents or representatives shall attempt to use or dispose of any
such property in a manner other than as expressly permitted under this
Agreement, Customer agrees that Servicer shall have the right, in addition to
such other remedies which may be available to it, to injunctive relief enjoining
such use, disposition, attempted use or disposition, it being acknowledged that
legal remedies are inadequate to protect Servicer.
VIII. DEFAULT
In the event Servicer defaults in the performance of its obligations under
this Agreement, except as provided in Section III hereof, Customer may, as its
sole remedy, give Servicer forty-five (45) days written notice to cure such
default. If Servicer fails to cure the default described in the notice or make
substantial progress toward
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curing same within forty-five (45) days, Customer may terminate this Agreement
upon ninety (90) days written notice to Servicer. Notwithstanding any default
on the part of the Servicer, all fees and charges due from Customer shall be
made without set-off or deduction.
In the event Customer defaults in the performance of its obligations under
this Agreement, including, but not limited to, the payment of charges for
services specified in this Agreement, Servicer shall give Customer thirty (30)
days written notice to cure such default. If Customer fails to cure the default
described in the notice or make substantial progress toward curing same within
thirty (30) days, Service may, (1) terminate all service to Customer, and/or (2)
take such other action as may be permitted under this Agreement, by law or
equity.
IX. TERMINATION
a. In the event this Agreement is held to be illegal in any respect by
any final judicial or regulatory authority, this Agreement may be terminated by
either party hereto.
b. This Agreement may be terminated by either party at the expiration of
its term. The terminating party shall give the other party one hundred eighty
(180) days written notice prior to the expiration of this Agreement or any
extension thereof, of their intent not to extend the term hereof beyond such
term.
c. At the time of termination Servicer shall assist with the preparation
and transfer of Customer's data files related to such termination, and Customer
shall pay Servicer all reasonable costs associated with such activities.
d. Customer shall have the right to cease operating any, but not all,
devices it has placed into operation without prematurely terminating this
Agreement or paying liquidated damages herein, if Customer is prohibited from
operating the device(s) due to shared device network regulations, State, Federal
or International laws and/or regulations, and if Customer provides a minimum of
sixty (60) days written notice, specifying the cause for cessation of operation,
of Customer's intention to cease operation of a device.
e. Notwithstanding any provision herein to the contrary, if the Customer
terminates this Agreement prior to its expiration date, the parties hereto
acknowledge that Servicer will suffer a substantial loss and/or damages that are
difficult or impossible of accurate estimation. Accordingly, in an effort to
liquidate in advance the sum that should represent the loss or damages which
would be actually sustained by Servicer, as a result of any such early
termination by Customer of any services provided by this Agreement or any
Addendum made a part hereof, Customer shall give Servicer one hundred twenty
(120) days advance written notice and thereafter shall pay Servicer an amount
equal to eighty (80%) percent of the "Estimated Remaining Service Fees" for the
service(s) being discontinued. Such fees shall be calculated by multiplying the
average monthly service fees billed by Servicer for the three (3) months
immediately preceding notice of early termination by the number of months
remaining under the term of this Agreement. The parties agree that such amount
is a reasonable estimate of damages Servicer will incur in the case of such
early termination and is liquidated damages and not a penalty. Customer may
elect to pay the total amount in equal monthly installments over the remaining
term of this Agreement, or any extension(s) hereof.
X. AUDITS
Customer will, at its expense, be responsible for periodic examination and
audit of all Servicer related functions, at such frequency as Customer deems
appropriate, by independent auditors or other professionals satisfactory to
Servicer. The scope, timing and results of such examination and audit shall be
made available upon request to Servicer. Furthermore, if any general systems
audit is requested by any regulatory agency Customer shall pay its pro-rata
share of expenses incurred in such audit.
XI. LEGAL COMPLIANCE
Each party agrees to comply with all applicable laws, rules and regulations
now or hereafter in force and under the authority of any governmental official,
commission, board or agency having supervisory control over such party.
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XII. NETWORK SPONSORSHIP
Servicer's ability to provide the services under this Agreement may be
contingent upon the Customer's obtaining financial institution sponsorship into
the shared transaction network(s) in which Customer wishes to participate.
Servicer shall only render network related services concurrently with
network sponsorship, and each of Servicer and Customer agree to comply with the
by-laws and other operating regulations of the shared transaction network.
Customer and/or its agents shall provide proof of sponsorship to Servicer
by providing a copy of the executed Agreement between Customer and each network
sponsor.
Customer authorizes Servicer to provide an executed copy of this Agreement
upon request to Customer's network sponsor. Customer further authorizes Servicer
to have periodic contact with sponsor on its behalf.
In the event Servicer is notified in writing by the Customer's financial
institution sponsor of its intent to withdraw sponsorship of the Customer,
network related services specified under this Agreement shall be immediately
withheld by Servicer until such time as Customer obtains another network
sponsor.
Servicer shall not be made liable for any fines or penalties assessed by
the shared transaction network against Customer or its financial institution
sponsor in the event Customer has failed to comply with signage, notification,
terminal operating regulations, or any other requirement as specified by the
shared transaction network.
XIII. INDEMNIFICATION
Customer hereby agrees to indemnify Servicer and defend and hold Servicer
harmless from any and all losses, expenses, claims, damages or liability of any
kind (including, without limitation, reasonable attorney's fees), that may be
suffered or incurred by Servicer, or any network or any of their respective
agents or employees, as a result of, arising from, or in connection with, the
failure of Customer to abide by any requirements imposed by this Agreement or
any operating regulations of Servicer or any shared network to which Customer
has access or the actions or omissions of Customer, its agents or employees.
XIV. NONASSIGNABILITY
This agreement shall not be assigned by Customer without the prior written
consent of Servicer. This Agreement shall be binding upon and shall inure to the
benefit of Servicer and Customer and their respective successors and permitted
assigns. If Customer were to be sold, either as a stock acquisition or asset
purchase, this Agreement shall be binding on the person or entity acquiring
Customer. Customer hereby acknowledges that this agreement is a valuable asset
which would be transferred or Servicer would be paid the liquidated damages
provided herein.
XV. AMENDMENTS
No amendments to this Agreement, nor the agreement itself, shall be
effective or bind either party unless in writing and signed by duly authorized
representatives of both parties. No representation or statement not expressly
contained in this Agreement, its Exhibits, Addendums, or in any written, signed
amendment hereto, shall be binding upon either party as a warranty or otherwise.
XVI. NOTICES
All notices hereunder shall be in writing and shall be considered delivered
when actually received, or five (5) days after depositing such notice in the
United States Mail, First Class, postage prepaid, whichever is sooner.
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Notices shall be sent to the addresses set forth on the first page hereof, or to
such other address as the addressee may have specified to the other party by
notice given in accordance with the foregoing.
XVII. GOVERNING LAW
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia.
XVIII. TAXES AND ASSESSMENTS
Any taxes or assessments which may be levied or assessed by any government
or other taxing authority on this Agreement or the service provided hereunder
shall be paid by the Customer, except the customary corporate income taxes in
existence, or as amended, at the time of the execution of this Agreement which
would be the responsibility of Servicer.
XIX. DISCLAIMER OF WARRANTIES
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, ALL SERVICES AND
RELATED PRODUCTS PROVIDED HEREUNDER ARE OFFERED BY SERVICER WITHOUT ANY
REPRESENTATIONS OR WARRANTIES, AND SERVICER MAKES NO, AND EXPRESSLY DISCLAIMS
ANY, WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, WITH RESPECT TO THE SHARED TRANSACTION
NETWORK, THE SERVICES TO BE PROVIDED PURSUANT HERETO OR ANY OTHER MATTERS
COVERED HEREBY.
XX. WAIVER
The failure of any party to promptly enforce its rights herein shall not be
construed to be a waiver of such rights and shall not effect the validity of
this Agreement or any part hereof, or limit, impair or prevent the right of
either party subsequently to enforce or exercise such right(s).
XXI. FORCE MAJEURE
Servicer shall not be liable to Customer for its failure to perform the
services required by this Agreement to any extent such failure is due to strike,
right, epidemic, war, fire, acts of God, any statute or governmental regulation,
act or order, computer or associated equipment outages, failures or down time,
or shortages of or significant fluctuations in electrical power, light or air
conditioning, any shortage or fluctuation in telephone services as such
occurrences are not within the control of Servicer, provided, however, that the
foregoing shall not limit Servicer's authority or right of access to Customer's
facilities to re-instate such services.
XXII. SEVERABILITY
If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the Agreement shall be construed to make all remaining provisions
valid to the fullest possible extent.
XXIII. LITIGATION AND RELATED COSTS
If any legal actions, arbitration, mediation or other proceeding is brought
concerning the validity, construction or enforcement of this Agreement or
because of any alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this Agreement, the successful or
prevailing party shall be entitled to recover reasonable attorney fees and other
costs incurred by it in that action or proceeding, in addition to any other
relief to which it may be entitled under the terms hereof.
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XXIV. HEADINGS
The titles and headings preceding the text of paragraphs in this Agreement
have been inserted solely for convenience or reference and are not a part of
this Agreement nor affect the meaning, interpretation, or effect of this
Agreement.
This agreement may be executed in one or more counterparts, each of which
shall be an original but all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereby have caused the Agreement to be
executed by their duly authorized representatives as of the day and year written
below.
ACCEPTED BY ACCEPTED BY
INTERCEPT SYSTEMS, INC. INSTITUTION NAME (ALL CAPS)
LOCATED IN THE COUNTY OF ____
________________________ ____________________________
By By
Michael R. Boian ____________________________
------------------------- Name: (Please Print)
Name: (Please Print)
Vice President ____________________________
------------------------- Title
Title
_________________________ ____________________________
Date Date
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ADDENDUM A
MASTER ELECTRONIC FUNDS TRANSFER
SERVICES AGREEMENT
This Services Agreement, together with the exhibits attached, shall be an
Addendum to the Master Electronic Funds Transfer Services Agreement between
Institution Name ("Customer") and InterCept Systems, Inc. ("Servicer").
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Servicer shall provide the Electronic Fund Transfer services and other services
set forth in this Addendum and in any attached exhibits which may be revised
from time to time.
TERM: The term of this Addendum shall commence on _______________, 19___,
and shall continue for a term of sixty (60) months from the first full
calendar month in which the services are first provided. Unless
either party gives written notice to the other party in accordance
with Section IX of the Agreement, the Agreement and this Addendum
shall be automatically extended for a period of sixty (60) months and
automatically in equal increments thereafter. Customer agrees
Servicer will be the sole provider of these services during the term
of this agreement and any and all subsequent terms.
ATM SET-UP AND TURNKEY INSTALLATION PROGRAM
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EQUIPMENT INSTALLATION AND COORDINATION: Exclusive of construction, the
Servicer will assume a coordinating role of all vendors associated with
installation of the equipment.
ATM SCREEN AND RECEIPT SET-UP: Servicer agrees to create CRT screens and
receipt information for each of Customer's ATMs to meet Reg E requirements.
Servicer agrees to create and maintain a unique down-line load for Customer's
ATMs having access to the system. Servicer set-up includes review of down-line
load and performing of test transactions at the ATM site to assure proper
operation.
COMPLETION OF NETWORK DATABASE SET-UP FORMS: Servicer agrees to complete and
submit to shared transaction networks any terminal database set-up forms
required by the network.
MASS CARD ISSUE: Customer may contract with Servicer to provide for initial
mass issue of ATM cards. Customer agrees to define criteria in which cards are
to be issued to its customers. Customer agrees to define the design of the ATM
card and provide Servicer or its representative with camera ready artwork.
INSTALLATION OF TELEPHONE LINES: Servicer agrees to order and coordinate the
installation of all telephone lines between Customer's ATMs and/or terminal
equipment to Servicer's computer. Customer agrees to allow Servicer to order
and coordinate all appropriate telephone lines.
COMMUNICATIONS HARDWARE INSTALLATION: Servicer agrees to program and install
communication equipment as outlined herein on Customer's ATM and/or terminal
equipment to telephone lines connecting terminals to Servicer's computer. The
Customer shall at all reasonable times permit the authorized personnel of
Servicer and/or equipment manufacturers to have access to any Servicer owned or
leased equipment provided under this agreement, and shall permit removal of such
equipment upon termination of this Agreement. Any returned communications
equipment is to be coordinated by Servicer and is to be accomplished at Customer
expense.
BALANCING TRAINING: Servicer agrees to provide necessary training on the
balancing of system, ATM Audit Tape, and Shared Network Balancing Reports as
part of the set-up service. Servicer agrees to provide training to the
Customer's personnel on an ongoing basis after the completion of the
installation process at Servicer's then current hourly rates.
ATM PROGRAM MANAGER: Customer agrees to provide a representative of management
to work with Servicer to coordinate the installation of ATM(s) and/or conversion
of ATM(s) to Servicer's computer. It is understood that from time to time
during the installation process the Servicer will need certain decisions and
information from the Customer, and the ATM Program Manager will have the
authority to make these decisions.
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ATM SUPPORT AND ON-GOING SERVICES
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The Servicer will interface directly to the Customer's ATM(s) via telephone
lines and will route transactions received from ATM(s) that are the result of
consumers accessing Customer's ATM(s) with authorized ATM cards and PIN numbers.
Servicer agrees to provide the transaction processing interface to the ATM via
telephone circuits. Upon completion of the transaction authorization process,
the Servicer shall forward the authorization response to the ATM for the
completion of the transaction.
Servicer will connect the ATMs to shared transaction networks on behalf of the
Customer. Servicer will comply with all network operating system regulations
and maintain communications with the network for transaction authorization
purposes.
Servicer will forward all transaction requests from Customer's ATM(s) to the
appropriate shared network for authorization. Servicer will monitor and log all
transaction requests regardless of disposition for reporting and balancing
purposes.
Servicer will create a balancing report for each network. Network activity will
be maintained by terminal and in chronological order.
Reports created by the shared networks are received by Servicer and forwarded to
the Customer via data transmission.
SHARED NETWORK INTERFACE SERVICE: Shared network interface service provides for
the authorization of Customer's cardholders accessing ATMs in a network as well
as the authorization of non-customers accessing the ATM(s) of the Customer (if
any). Transaction authorization requests are received from the shared network
switch by the Servicer for authorization approval. The Servicer will authorize
transactions based on the authorization option selected below (a, b, c, or d).
Balancing reports will be provided by the Servicer daily to assist the Customer
in reconciling shared network transaction activity in conjunction with reports
provided by the shared network.
a. Positive Balance File Authorization Option [_]
Under this option, Servicer will maintain a record for each of the
Customer's cardholders. Each record will contain certain balance
information and authorization limits of the Customer's cardholder.
These records will comprise a positive balance authorization file.
This file will be updated on a frequency defined by the Customer
(normally daily) through computer to computer transmission. The
Servicer agrees to provide a data file of transactions authorized in
ACH format. This file is available to Customer daily.
b. Host Authorization Network Interface Option [_]
Servicer will maintain a host to host interface between Servicer's
system and Customer's system. This interface will provide for the
routing of foreign transaction requests at the Customer's ATM(s) to
the appropriate network for disposition as well as the routing of
Customer's cardholder requests at network ATMs to Customer's computer
for authorization. Servicer will monitor and maintain all data
communication circuits between Customer's computer and Servicer's
computer. Additionally, Servicer will provide appropriate network
reports to Customer.
c. Positive Parameter File Authorization Option [_]
Under this option, Servicer will maintain a cardholder file and
authorize transactions based on limit defined by the Customer for a
specified period of time. The Customer will use an administrative
terminal required by Servicer to establish cardholder parameters in
the Servicer's central system. The Servicer agrees to provide a data
file of transactions authorized in ACH format, and such file shall be
available daily for customer access.
d. Negative File Authorization Option [_]
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Under this option, Servicer will maintain a negative file and
authorize transactions based on institution limit defined by the
Customer for a specific period of time. The Customer will use an
administrative terminal provided by Servicer to update the negative
file in the Servicer's system. The Servicer agrees to provide a data
file of transactions authorized in ACH format, and such file shall be
available daily for customer access.
ATM AND COMMUNICATIONS MONITORING: Servicer will monitor all data
communications circuits between Customer's ATMs and Servicer's computer for
continuous operation. Upon detection of a telephone line failure, Servicer
agrees to notify the appropriate communications service provider and to maintain
such monitoring activity until restoration of service.
The Servicer will regularly monitor the operating condition of each of
Customer's ATMs. ATM malfunctions will be reported via an automatic
notification system as per the Customer's instructions.
BALANCING REPORTS: Servicer will provide reports necessary for Customer to
balance ATMs daily and provide other related management reports necessary to
provide an accurate and efficient ATM operation. Customer agrees to balance
reports to their General Ledger daily and to notify Servicer within 2 business
days of any out-of-balance situation.
ATM ACTIVITY DATABASE: Servicer will provide Customer information regarding
current ATM activity for use in determining timing of currency and supply
replenishment. Information is available via Customer's administrative terminal.
RETENTION OF BACK-UP RECORDS: Servicer agrees to retain historical files to
allow Customers to receive records in the event of an emergency. These files
will be backed-up weekly and stored at a location separate from Servicer.
ACCEPTED BY ACCEPTED BY
INTERCEPT SYSTEMS, INC. INSTITUTION NAME (ALL CAPS)
LOCATED IN THE COUNTY OF ____
________________________ ____________________________
By By
Michael R. Boian
------------------------ ____________________________
Name: (Please Print) Name: (Please Print)
Vice President
------------------------ ____________________________
Title Title
________________________ ____________________________
Date Date
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ADDENDUM B
AGREEMENT FOR SCRIP SERVICE
This Agreement shall be an Addendum to the Master Electronic Funds Transfer
Services Agreement between Institution Name ("Customer") and InterCept
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Systems, Inc. ("Servicer").
Servicer shall provide the Electronic Fund Transfer services and other services
set forth in the Addendum which may be revised from time to time.
TERM: The term of this Addendum shall commence on ______________, 19___, and
shall continue for a term of thirty-sixty (36) months from the first
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calendar month in which the services are first provided. Unless
either party gives written notice to the other party in accordance
with Section VIII(b) of the Agreement, the Agreement and this Addendum
shall be automatically extended for a period of thirty-six (36) months
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and automatically in equal increments thereafter. Customer agrees
that Servicer shall be the sole provider of all services covered in
this addendum.
SCRIP/POINT OF SALE (POS) SUPPORT SERVICES
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SCRIP/POS TRANSACTION PROCESSING: The Servicer will interface to the Customer's
terminal(s) via telephone lines and route transactions received from Customer's
terminal(s) that are the result of consumers accessing Customer's Scrip/POS
devices with debit cards and PIN numbers.
Servicer will provide the transaction processing interface via appropriate
telephone circuits. Transaction processing software for debit Scrip/POS will be
provided to the Customer for loading to the Customer's terminal. After the
transaction has been selected and performed by the consumer, it will be
forwarded to Servicer for routing to the appropriate network. Upon completion
of the transaction authorization process, the Servicer will forward the
authorization response to the terminal for the completion of the transaction as
per the authorization response. The terminal will then complete the transaction
and provide a receipt/Scrip to the consumer.
All transactions received by Servicer, regardless of disposition, are logged by
the Servicer for reporting and balancing purposes.
SHARED NETWORK INTERFACE AND SUPPORT: Shared network service provides for the
authorization of eligible cardholders accessing Scrip/POS devices in a network.
Servicer will maintain an on-line interface between Servicer's computer(s) and
the appropriate shared network for authorization. This interface will provide
for the routing of transaction requests from the Customer's Scrip/POS devices to
the appropriate shared network for authorization and for the proper handling of
the response message. Servicer will monitor all data communication circuits
between the network(s) and Servicer's computer.
TRANSACTION AUTHORIZATION REQUESTS: Servicer will connect to shared network(s)
on behalf of the Customer. Servicer will comply with all network operating
system regulations and maintain appropriate communication with the network
and/or gateway provider for transaction authorization purposes.
NETWORK BALANCING REPORTS: Servicer will create and make available a balancing
report for each network. Network activity will be maintained by terminal and in
chronological order.
Reports by the shared networks are received by Servicer and forwarded to
Customer via data transmission.
COMMUNICATIONS: Servicer agrees to establish an operationally and economically
efficient telecommunications network for the transmission of data from Scrip/POS
terminals to the Servicer processing facility.
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BALANCING REPORTS/TRAINING: Servicer will provide for retrieval by Customer
reports which assist Customer in balancing terminals daily. Servicer will also
provide other related management reports necessary to maintain an accurate and
timely Scrip/POS terminal program. Transaction reports will be prepared for
each terminal listing all transactions received by Servicer and their
dispositions in chronological order. Customer agrees to balance reports to
their general ledger daily and to notify Servicer within two business days of
any out-of-balance condition.
Customer agrees to provide a representative to work with Servicer to coordinate
set-up and conversion to Servicer's system. Servicer agrees to provide training
to such representative on all operational aspects of the system, as part of the
set-up service. Servicer agrees to provide training to the Customer's personnel
on an ongoing basis after the completion of the initial training at the
Servicer's then current hourly rate.
HARDWARE SUPPORT: Servicer agrees to support only approved Scrip/POS terminal
vendors. Scrip/POS terminals may be made available for purchase from Servicer
or Customer may utilize an approved alternate source to acquire approved
terminals. Customer agrees to provide Servicer with terminal source and model,
and to obtain services agreement regarding support prior to live transaction
operations.
ADMINISTRATIVE TERMINAL: Customer agrees to make available an IBM compatible
personal computer to be used in an administrative terminal capacity, technical
specifications to be agreed upon at a time of contract execution and updated by
Customer as necessary. Customer agrees to purchase from Servicer terminal
emulation board and software to be used in administrative terminal.
AUTOMATED TRANSACTION, FEE SETTLEMENT AND STATEMENT PROCESSING VIA SERVICER:
Servicer will be responsible for daily settlement of transactions performed at
Customer's terminals. Customer agrees that Servicer shall be the settlement
agent for all transactions performed at Customer's terminals, and that such
settlement shall be based on one of these following options:
a. Automated Transaction Settlement via ACH
Servicer will accumulate the authorized transactions for each of the
Customer's retail customers throughout the day. At the end of the
day, the Servicer will make a consolidated entry to a settlement
account specified by the Customer's retail customer. This amount will
be credited to the account via an ACH entry each business day.
b. Automated Fee Assessment, Collection and Settlement
Servicer will assess transaction fees as instructed by the Customer
for transaction requests processed. The transaction fees will be
applied to Customer's retail customer transaction settlement total for
the day as applicable. Customer's fees will be calculated daily and
credited via ACHs to a customer specified account.
c. Monthly Activity Statement
Servicer will prepare a monthly activity statement listing a summary
of all activity each day. Activity to include fees assessed, fees
paid, activity counts, and net amount settled to the settlement
account. Statement to be prepared monthly as of the last day of the
month.
d. Monthly Merchant/Terminal Statement Processing
Servicer will maintain daily debit and credit ACH transaction activity
for each merchant terminal location for a one (1) month period. On
the first business day of the month, Servicer will prepare a statement
print file. Servicer will print the statement print files, statement
forms agreed to by the Servicer and Customer. Statements will be
printed, folded, inserted, metered and mailed by the Servicer.
Postage will be paid by Servicer. Servicer specifically reserves the
right to pass thru to Customer any and all costs of postage.
<PAGE>
Servicer will generate a monthly statement fee on behalf of the
Customer and will create an ACH debit to the account(s) specified by
the Customer. The Servicer will post this entry at time of statement
generation.
PRICING
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I. ONE-TIME COSTS
A. Program Set-Up $________
Set-up of data base, network access programming,
testing, and timing on SCRIP balancing and
network settlement.
B. Per Terminal Set-Up $________
Set-up of terminal ID, terminal file, network
terminal form, load encryption keys into data base,
program address, perform test transactions.
II. PROCESSING FEES (MONTHLY)
A. Base Fee $________
B. Transaction Activity (each)
1 - 50,000 $________
50,001 - 150,000 $________
150,001 - 250,000 $________
250,000 - over $________
* Minimum transaction fee per terminal equal to $_________ per terminal,
based on aggregate volume of transactions
C. Rejected Transaction (each) $________
D. ACH Settlement (per transaction) $________
E. 1-800-phone call, per each $________
F. Network Connection (each) $________
<PAGE>
III. ADDITIONAL FEES
A. Statement preparation Fee - Per Terminal $________
B. Additional Network Access - Per Network $________
(New networks added after initial data base conversion)
NOTE: CUSTOMER IS RESPONSIBLE FOR ALL FEES NOT EXPRESSLY IDENTIFIED WHICH MAY
INCLUDE, BUT NOT BE LIMITED TO, SPONSORSHIP, NETWORK REGISTRATION FEES,
AND ANY AND ALL NETWORK ASSESSED TRANSACTION FEES. OUT OF POCKET
EXPENSES, INCLUDING TRAVEL, FOOD AND ACCOMMODATIONS ARE ADDITIONAL AND
WILL BE BILLED AS INCURRED BY SERVICER.
ACCEPTED BY ACCEPTED BY
INTERCEPT SYSTEMS, INC. INSTITUTION NAME (ALL CAPS)
LOCATED IN THE COUNTY OF ____
________________________ ____________________________
By By
Michael R. Boian
------------------------ ____________________________
Name: (Please Print) Name: (Please Print)
Vice President
------------------------ ____________________________
Title Title
________________________ ____________________________
Date Date
<PAGE>
ADDENDUM C
DEBIT SERVICE AGREEMENT
This Agreement, together with the exhibits attached, shall be an Addendum to the
Master Electronic Funds Transfer Services Agreement between Institution Name
-------------------
("Customer") and InterCept Systems, Inc., ("Servicer"). Customer desires to be
processed as a Principal ____ Affiliate ____ Member of MasterCard International.
Servicer shall provide the Electronic Fund Transfer services and other services
set forth in the Addendum which may be revised from time to time.
TERM: The term of this Addendum shall commence on ________________, 19___,
and shall continue for a term of sixty (60) months from the first
calendar month in which the services are first provided. Unless
either party gives written notice to the other party in accordance
with Section IX(b) of the Agreement, the Agreement and this Addendum
shall be automatically extended for a period of sixty (60) months and
automatically in equal increments thereafter. Customer agrees
Servicer shall be the sole provider of all services in this addendum.
MASTERMONEY(R) SUPPORT SERVICES _____ (Initial) MAESTRO(R) SUPPORT SERVICES
------------------------------- ---------------------------
_____ (Initial)
MASTERMONEY/MAESTRO TRANSACTION PROCESSING: The Servicer will provide the
interface for Customer's card base and provide for authorization as specified
for transactions received from MasterCard or other approved source which are the
result of Customer's cardholders accessing participating devices with authorized
debit cards. After the transaction has been selected and performed by the
consumer, it will be forwarded to Servicer for disposition. Upon completion of
the transaction authorization process, the Servicer will forward the
authorization response to the terminal for the completion of the transaction as
per the authorization response. Each transaction will be forwarded to
Customer's processing center for posting upon settlement to Servicer via
network. All transactions, regardless of disposition, are logged by the
Servicer for reporting and balancing purposes.
SHARED NETWORK INTERFACE AND SUPPORT: Shared network service provides for the
authorization of eligible cardholders accessing MasterCard authorized devices in
the network. Servicer will maintain a host to host interface between Servicer's
computer(s) and the appropriate shared network for authorization. This
interface will also provide for the routing of transaction requests by the
Customer's cardholders to the Servicer for authorization. Servicer will monitor
all data communication circuits between the network(s) and Servicer's computer.
COMPLETION OF NETWORK DATABASE SET-UP FORMS: Servicer agrees to complete and
submit any database set-up forms required by the network.
MASS CARD ISSUE: Customer may contract with Servicer to provide for initial
mass issue of debit cards. Customer agrees to define criteria under which cards
are to be issued to its customers. Customer agrees to define the design of the
debit card, within those parameters specified by MasterCard, and provide
Servicer or its representative with camera ready art work for submission to
MasterCard for approval.
CUSTOMER CARD ISSUE CRITERIA: Customer shall be solely responsible for
determining the creditworthiness of each of Customers' eligible cardholders and
shall be responsible for any subsequent losses and/or chargebacks and any
respective associated administrative costs, whether by cardholder or by other
fraudulent means, as specified in this addendum or under the appropriate
regulations governing the issuance of this instrument as applicable in either
Regulation E, Regulation Z, or other regulations as published by the Federal
Reserve System.
ERROR/DISPUTE RESOLUTION: The Customer will be responsible for the timely
resolution of errors/disputes and notification to cardholders as defined by
Regulation E. The Customer will handle monetary entries to customer accounts
and will establish and maintain a general ledger account for this purpose.
Dispute claims which meet MasterCard criteria for chargeback eligibility will be
the responsibility of the Customer for processing to include obtaining draft
copies, entering chargebacks and making the appropriate entries to the
institution's clearing accounts.
<PAGE>
TRANSACTION AUTHORIZATION REQUESTS: Servicer will connect to shared network(s)
on behalf of the Customer. Servicer will comply with all network operating
system regulations and maintain appropriate communications with the network
and/or gateway provider for transaction authorization purposes. Servicer will
forward all transaction authorization requests from Customer's cardholders to
the appropriate authorization source as specified by Customer. Servicer will
monitor and log all transaction requests for reporting and balancing purposes.
NETWORK BALANCING REPORTS: Servicer will create and make available a balancing
report for all network activity which will be maintained in chronological order
with ATM & POS transactions. Reports from the shared networks are received by
Servicer and provided to Customer, when requested, through data transmission.
MISCELLANEOUS SERVICES: Servicer will provide miscellaneous support services to
include lost and stolen card statusing and chargeback adjustment data entry to
Customer as required.
BALANCING REPORTS/TRAINING: Servicer will provide for retrieval by Customer
such reports as necessary for Customer to balance daily and other related
management reports. Transaction reports will be prepared which list all
transactions and their dispositions in chronological order with all ATM & POS
transactions. Customer agrees to balance reports to their General Ledger daily
and to notify Servicer within forty-eight (48) hours of any out-of-balance
situation. Customer agrees to provide a representative to work with Servicer to
coordinate set-up and conversion to Servicer's system. Servicer agrees to
provide training to such representative on understanding and balancing of system
and network reports, as part of the set-up service. Servicer agrees to provide
training to the Customer's personnel on an ongoing basis after the completion of
the initial training at the Servicer's then current hourly rate.
ADMINISTRATIVE TERMINAL: Customer agrees to make available an IBM compatible
personal computer to be used in an administrative terminal capacity, technical
specifications to be agreed upon at time of contract execution and updated by
Customer as necessary. Customer agrees to, if required, purchase from Servicer
terminal emulation board and software to be used in administrative terminal.
AUTOMATED TRANSACTION, FEE SETTLEMENT AND STATEMENT PROCESSING VIA SERVICER:
Servicer will be responsible for daily settlement of transactions performed by
Customer's cardholders. Customer agrees that Servicer shall be the settlement
agent for all transactions performed by Customer's cardholders processed by
Servicer.
SHARED NETWORK AUTHORIZATION SERVICE: Shared network authorization service
provides for the authorization by Servicer of transactions initiated by
Customers' MasterMoney(R) cardholders accessing any participating terminal. The
Servicer will authorize all transactions received from MasterCard or from the
shared network by Servicer based on the authorization option selected below (a
or b). Balancing reports will be provided by the Servicer daily to assist the
Customer in reconciling transaction activity in conjunction with reports
provided by the shared network.
a. Positive Balance File Authorization Option [_]
Under this option, Servicer will maintain a record of each of the
Customers' cardholders as defined by Customer. Each record will
contain certain balance information and authorization limits of the
respective cardholder. These records will comprise a positive balance
authorization file which is updated on a frequency defined by the
Customer through computer to computer transmission. The Servicer
agrees to provide a data file of transactions authorized in ACH format
which will be available to Customer through computer to computer
transmission.
b. Host Authorization Network Interface Option [_]
Servicer will maintain a host to host interface between Servicer's
computer(s) and Customer's computer. This interface will provide for
the routing of transaction requests by Customer's MasterMoney or
Maestro cardholders at participating MasterCard terminals from
Servicer to Customer's computer for authorization. Servicer will
order and monitor all data communication circuits between Customer's
computer and Servicer's computer. Additionally, Servicer will provide
appropriate network reports to Customer. Customer agrees to respond
to transaction requests within the defined time frame set forth by
Servicer and MasterCard.
<PAGE>
COMPENSATION: Customer shall receive revenue as a prorated share of interchange
income which shall equal thirty percent (30%) of interchange income generated by
Customer's cardholders. If Customer is also a credit card agent bank of The
Bankers Bank, the interchange revenue is increased to forty percent (40%).
FEES: Contingent upon Customer generating a minimum of monthly dollar volume of
______________ dollars ($_________) of MasterCard Debit activity, the monthly
minimum dollar volume will be waived. Dollar volume will be evaluated at the
end of each one year anniversary of program activity and fees will be assessed
accordingly as detailed in the pricing section of this agreement.
ACCEPTED BY ACCEPTED BY
INTERCEPT SYSTEMS, INC. INSTITUTION NAME (ALL CAPS)
LOCATED IN THE COUNTY OF ____
________________________ ____________________________
By By
Michael R. Boian
------------------------ ____________________________
Name: (Please Print) Name: (Please Print)
Vice President
------------------------ ____________________________
Title Title
________________________ ____________________________
Date Date