Welcome to Paymode-X! This document describes the rights and obligations you have utilizing Bottomline’s Paymode-X network.
c. You are responsible for maintaining adequate security and control of any and all user IDs, passwords, cryptographic keys, and other access credentials (collectively "Access Credentials"), as well as any computer, telephone or other device associated with your email address(es) and phone number(s) (each a “Device”) that are used to access the Services. You agree to promptly notify your Membership Administrator, as applicable, with concurrent notice to Bottomline by telephone, as confirmed in writing if the confidentially of any Access Credentials or your control of any Device is compromised.
You are responsible for keeping all information in your account profile accurate and up-to-date, including, as applicable: i) proper identification of bank account(s); ii) credit card identifiers and acquiring bank information; iii) authorized users and their entitlements; iv) e-mail addresses, phone numbers, and mailing address(es); and v) and other identifiers as may be required for your use of the Services. Bottomline will have no liability for relying on any information you provide. If the wrong bank account is credited in reliance upon information you provided, both parties will cooperate to attempt to recover the payment from the actual recipient(s), but you acknowledge that recovery may not be possible.
All use of the Services is subject to Bottomline completing and being satisfied with, the results of all due diligence and verification of information that Bottomline deems appropriate to comply with all laws and regulations associated with ”know your customer” requirements (“KYC”). You authorize Bottomline, directly or through third parties, both initially and from time to time thereafter, to validate the identity, evaluate the creditworthiness, and verify any information provided by you, including but not limited to verification of any bank accounts you provide, and other matters related to KYC.
a. The Services enable you to present invoices to, and accept payments from, any business which has enrolled to become a member of the applicable Services Network (“Network Member”). Bottomline does not guarantee or have control of, or liability for: i) any products, services, or other consideration that you provide to any Network Member ("Underlying Transaction"); ii) the accuracy of any invoice delivered by you; or iii) payment by any Network member.
b. If you use the Services to present invoices, you are responsible for generating invoices in a format compatible with the Services’ invoice delivery options. You are responsible for maintaining the accuracy of invoices in the Services, including, if applicable, updating or reissuing any invoice that is revised.
c. All Automated Clearing House (“ACH”) credit entries are originated in accordance with the rules of the Nacha, as amended from time to time ("Nacha Rules") and Article 4A of the Uniform Commercial Code.
d. You will promptly notify Bottomline if you know of or suspect any errors or inaccuracies in any payment or information related to any payment, and will fully cooperate with Bottomline to correct any payments made to you that are misdirected, unauthorized, overpayments, or duplicate payments. For payments made via ACH, you authorize Bottomline to reverse any erroneous payment via electronic fund transfer debit, including an ACH debit, to your Transaction Account.
e. Collaboration/Document Exchange: and discussion functions and features may be made available to you. Bottomline is not responsible for monitoring content of the discussion and collaboration capabilities and makes no representations or warranties related thereto. Network Member will not upload documents that are defamatory, offensive or illegal, and Network Member acknowledges that Bottomline is not responsible for the content of documents uploaded by other Network Members. The collaboration and discussion functions and features are provided “as is” with no representations or warranties of any kind made by Bottomline.
f. ERP Connectors. An ERP Connector may be made available to Network Member through a third party provided of Bottomline, or directly provided by Bottomline, as part of the Services. Connectors interact with the ERP system to provide specialized integration support for a variety of functions as defined in the documentation for the Services; this functionality may vary between ERP systems and is only available for select ERP systems. Network Member use of the ERP Connectors is optional. Notwithstanding anything to the contrary, Bottomline disclaims any warranty or covenant related to the ERP Connector service availability and provides this Service “AS IS”.
g. Based on your acceptance of any payment through the Services, the following may apply:
a. Bottomline may charge a network fee for your use of the Services to receive payments from certain Payers on a transactional basis. An initial Network Fee may be established during your enrollment to receive payments from a particular Payer and will apply to payments initiated by that Payer. The initial Network Fee, or an alternative Network Fee, may be applied to payments from other Network Members. You may decline a Network Fee from any Network Member by contacting Bottomline’s support desk, provided however that the Network Fee applicable to completed payments will not be refunded. You agree to not charge the Network Fee to the payer, whether in the form of an additional charge, a price increase, or otherwise. You authorize Bottomline to deduct the Network Fee from your payments, or to originate ACH debits or other debits to your Transaction Account; or, in certain circumstances, Bottomline reserves the right to invoice you for the Network Fee and you agree to pay such invoice in accordance with its terms. To avoid doubt, the Network Fee described in this section does not affect your obligation to pay other fees, if any, related to your use of the Services.
b. Bottomline may (i) compile statistical and other information related to the performance, operation or usage data, and (ii) use data from the Services and/or other Payee transaction and usage data in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Data Analyses”). Bottomline may make Data Analyses available to Payers or the public; however, if made publicly available, Data Analyses will anonymize Payee’s identity and shall not incorporate Payee’s transaction data or such Confidential Information in a form that could serve to identify Payee or any Payee end user. Bottomline retains all intellectual property rights in Data Analyses.
c. If you are a "Covered Entity" or "Business Associate" under the Health Insurance Portability and Accountability Act ("HIPAA") and you use the Services to provide (or receive) "Protected Health Information," as defined in HIPAA, the terms of the Health Care Information Privacy Addendum at https://secure.paymode.com/policies/h/HCIPA.htm will apply.
d. If you use the Services in connection with any Health Care Payment and Remittance Advice transaction, as defined in 45 C.F.R. Part 162, Subpart P, the terms of the Health Care Transactions Addendum at https://secure.paymode.com/policies/healthcaretransactionsaddendum.htm will apply.
a. These terms and conditions shall remain in effect throughout the use of these Services.
b. You may terminate your use of the Services at any time by providing at least fifteen (15) days written notice as specified in Section 12.You may terminate your use of the Services at any time by providing at least fifteen (15) days written notice as specified in Section 12.
c. Bottomline may terminate your use of the Services at any time if:
a. You represent and warrant that your use of the Services has been duly authorized and does not contravene any law, regulation or governmental rule.
b. You represent and warrant that all information you provide to Bottomline is true, complete and not misleading. You authorize Bottomline, directly or through third parties, to make any inquiries Bottomline considers necessary to validate your identity and any information provided by you.
c. Bottomline warrants to you that the Services will perform in accordance with the applicable user documentation. If you notify Bottomline of a material failure of the Services to perform to the foregoing warranty, Bottomline will use reasonable efforts to resolve the failure in accordance with its then-current member support policies as your exclusive remedy; and
d. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, BOTTOMLINE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. BOTTOMLINE DOES NOT WARRANT THAT THE SERVICES OR ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR OPERATE ERROR-FREE.
a. Bottomline will be liable only for actual direct damages incurred by you to the extent such damages are a direct result of Bottomline’s gross negligence or willful misconduct in providing the Services. In no event will Bottomline be liable for: i) any indirect, consequential or punitive loss, damage, or expense, including any loss of business profits, revenue, or goodwill; ii) loss or corruption of data, even if advised of the possibility of such loss or damage; or iii) Bottomline having reasonable belief that providing the Services would violate any law, rule or regulation.
b. Bottomline will have no liability for: i) inability to recover any payment retained or detained by any governmental entity or third party if such payment was properly made in reliance of information in your membership profile; ii) delays in making payment, or inability to make payment resulting from compliance with any applicable laws and regulatory requirements; iii) delays in making payment due to suspected fraud or other risk management considerations which expose you, Bottomline, or others to risks unacceptable to Bottomline; and iv) loss or delay of any payment resulting from the actions of any third party, including mail fraud, check fraud, credit card fraud and other criminal actions, or resulting from stale dating of uncashed checks or drafts.
a. Bottomline will not be liable for, and will be excused from providing the Services in the event of, any failure or delay caused by circumstances beyond Bottomline's control, including any natural disaster, emergency conditions (such as war, riot, fire, theft or labor dispute), legal constraint or governmental action or inaction, or breakdown or failure of equipment.
a. This section applies only if you elect to receive payments denominated in currency other than United States Dollars. International payment functionality through the Services will be limited to certain currencies and geographies at Bottomline’s sole discretion.
b. You are responsible for ensuring that your membership profile accurately indicates the deposit currency, in the denominations supported by the Services, for each of your Transaction Accounts ("Deposit Currency"). You agree to accept Bottomline's prevailing exchange rate at the time the payment is made for calculating conversion from any currency denomination that a Payer uses to fund its payments (“Funding Currency”) to the applicable Deposit Currency.
c. If Bottomline offers a check or draft payment option for any currency, you may indicate a preference to obtain payments in that currency by check or draft instead of by electronic means. Bottomline will use reasonable efforts to comply with your preference, but will not be obligated to do so.
d. You must comply with all laws and regulations of each jurisdiction in which you have a Transaction Account domiciled and each jurisdiction in which your Deposit Currencies are accepted as legal tender.
b. Notices sent by you to Bottomline must be sent by mail or courier to Bottomline Technologies (de), Inc., Attention: Paymode-X Administration, 325 Corporate Drive, Portsmouth NH 03801.
Unless otherwise specified orinconsistent with the context, each of the following capitalized termsshall have the meaning set forth in this Section:
Access Credentials has the meaning set forth in Section 2.
Membership Administrator means the individual enrolling the Network Member in the Services Network, configuring the Network Member’s profile, and otherwise overseeing the Network Member’s membership (including adding and deleting users), utilizing a user access account entitled with Membership Administrator entitlements.
Network Fee means the fee for your use of the Services to receive ACH payments from certain Payers on a transactional basis that are made through the Services Network.
Network Member r means any business, or other individuals or entity as permitted by Bottomline that has enrolled to become a member of the Services Network.
Payee means a Network Member, or other individual or entity permitted by Bottomline, using the Services to receive payments from Payer.
Payer means a Network Member using the Services to receive invoices and/or make payments to Payees and/or Vendors.
Service Network means Payers/Payees authorized by Bottomline to use the Services.
Transaction Account means the bank account designated by the Payee for receipt of payments from the Payer in accordance with the agreement pursuant to which such Network Member uses the Services.
Transaction Data means the data entered or loaded to the Website by the Network Member for purposes of obtaining the Services
Vendor means a Network Member that has enrolled to send invoices to, or receive payments from, other Network Members.
Website means the website provided by Bottomline to Network Member in order to access and use the Services.