Back Tipalti Premium ACH Schedule
Last Modified: October 14, 2026
This schedule (“Premium ACH Schedule”) describes the additional terms and conditions applicable to Premium ACH and is incorporated into and forms part of the Tipalti Services Agreement, which together with any other applicable agreements located at www.tipalti.com/legal forms the Agreement. If in conflict with any other part of the Agreement, this Premium ACH Schedule will prevail as it relates to the Premium ACH Service. Capitalized terms not defined herein have the meaning ascribed to them in the Tipalti Services Agreement. Tipalti may revise this Premium ACH Schedule at any time in accordance with the Agreement.
- Premium ACH.
1.1 Provision of Service. The Premium ACH Service provided by Tipalti under the Tipalti Services Agreement, as supplemented by this Premium ACH Schedule, is a “Service”. Customer’s Premium ACH Transactions are enabled by the Premium ACH Provider and the Banking Partner. Customer acknowledges that Tipalti is not responsible for any costs incurred by a Payee in connection with its acceptance of payments via the Premium ACH Network.
1.2 Operating Rules. By agreeing to this Premium ACH Schedule, Customer agrees to, and shall comply with, the Premium ACH Provider operating rules located at https://www.bottomline.com/us/legal/paymode-pach-rules (the “Operating Rules”), as amended from time to time. Customer’s continued use of Premium ACH is subject to Customer’s compliance with the Operating Rules. The Premium ACH Provider may modify the Operating Rules from time to time, and Customer’s continued use of Premium ACH thereafter will constitute acceptance of any changes.
1.3 Use of Information. To the extent permitted by Applicable Law, Tipalti may use and share with the Premium ACH Provider and the Banking Partner Customer Data including information regarding Customer’s Payees, which may include personal information, to: (a) determine Customer’s eligibility to receive the Premium ACH Service; (b) determine Customer’s Payees’ eligibility to receive payments via Premium ACH and enroll such Payees in the Premium ACH Network; (c) administer the Premium ACH Service; (d) mitigate fraud, financial loss, or other harm to Tipalti, Customer, the Premium ACH Provider, and the Banking Partner; (e) analyze, develop, and improve products, systems, metrics and other statistical data, provided that such data is anonymized and aggregated and does not identify Customer; and (f) fulfill obligations to regulatory authorities, the Premium ACH Provider, the Banking Partner and as otherwise required by Applicable Law. Customer represents and warrants that it has all authorizations and consents required to permit Tipalti or its third-party providers to contact Payees to determine or confirm their ability to accept payments via Premium ACH. Tipalti may disclose to and permit its third-party providers to use Customer Data in accordance with their respective privacy policies, including the Premium ACH Provider Privacy Policy.
1.4 Cash Rebates. Insofar as separately agreed or notified, Tipalti shall provide Customer with a cash rebate that will not exceed the percentage specified on the Order Form or otherwise communicated to Customer. The cash rebate for each Transaction processed via Premium ACH may vary. Tipalti reserves the right to (a) exclude certain Transactions from eligibility for cash rebates; and (b) set off from any rebates any costs, fees, or liabilities associated with or incurred through Customer’s use of Premium ACH. Tipalti may determine in its sole discretion whether to enforce or modify any related conditions or requirements to receive any cash rebates. - Banking Partner Terms.
2.1 Transaction Screening. Prior to processing any payment instruction, Banking Partner is required to screen all payment instructions for sanctions compliance, including screening against lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and other applicable sanctions authorities. Banking Partner may, in its sole discretion, accept or reject any payment instruction at any time prior to disbursement.
2.2 No Fiduciary Relationship. Customer acknowledges that (a) prior to disbursement, Customer’s funds may be held by the Banking Partner for Customer’s benefit in an omnibus or custodial account and need not be segregated from other funds held by the Banking Partner; (b) the Banking Partner is not liable for interest on funds so held; (c) Customer’s use of Premium ACH does not create any fiduciary or implied obligation of the Banking Partner to Customer; and (d) the Banking Partner has no obligation with respect to any contract or dispute arising between Customer and Tipalti, any Payee or Supplier, or the Premium ACH Provider.
2.3 Notice of Material Events. Within two (2) business days after becoming aware of the applicable event, Customer shall notify Tipalti of: (a) any change in beneficial ownership of Customer, together with an updated beneficial ownership certificate; (b) any Change of Control; and (c) the occurrence of a Material Event and, if applicable, a plan for resolution. - Warranty and Disclaimer.
3.1 PREMIUM ACH IS PROVIDED “AS-IS” TO THE EXTENT IT IS DELIVERED BY THE PREMIUM ACH PROVIDER AND THE BANKING PARTNER. TIPALTI HAS NO INDEMNIFICATION OBLIGATIONS OR LIABILITY OF ANY TYPE WITH RESPECT TO THE ACTS OR OMISSIONS OF THE PREMIUM ACH PROVIDER OR THE BANKING PARTNER UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE TIPALTI’S AGGREGATE LIABILITY RELATED TO THIS PREMIUM ACH SCHEDULE WILL NOT EXCEED $1,000.00 USD (UNLESS SUCH LIMITATION IS NOT PERMISSIBLE UNDER APPLICABLE LAW). TIPALTI DOES NOT WARRANT THAT PREMIUM ACH WILL BE UNINTERRUPTED OR ERROR-FREE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION OF THE TIPALTI SERVICES AGREEMENT, AND EXCEPT AS PROHIBITED BY APPLICABLE LAW, CUSTOMER IS RESPONSIBLE UNDER THIS PREMIUM ACH SCHEDULE TO TIPALTI AND ITS AFFILIATES FOR ANY AND ALL DAMAGES ARISING OUT OF ANY USE OF PREMIUM ACH, AND ANY BREACH BY CUSTOMER OF THIS PREMIUM ACH SCHEDULE. TIPALTI SHALL HAVE NO LIABILITY FOR OR RELATING TO THE TRANSACTION BETWEEN CUSTOMER AND ANY PAYEE OR SUPPLIER THAT GIVES RISE TO A PREMIUM ACH TRANSACTION AND CUSTOMER SHALL ASSUME ALL RESPONSIBILITIES WITH RESPECT THERETO. - Term and Termination.
4.1 This Premium ACH Schedule applies to Customer for as long as Customer has access to Premium ACH. Termination of this Premium ACH Schedule will not terminate the Tipalti Services Agreement or any Order Form to the extent they apply to Services that are not Premium ACH. - Definitions.
“Banking Partner” means Citizens Bank, N.A., or such other bank provider as may be designated by the Premium ACH Provider from time to time to process payments via Premium ACH.
“Change of Control” means: (a) the consolidation or merger of Customer with or into any other entity; (b) the sale, transfer, or other disposition of all or substantially all of Customer’s assets to a third party; or (c) the acquisition by any entity or group of entities of control of Customer.
“Material Event” means any event which (a) could have a material adverse effect on the business, assets, operations, or financial condition of Customer; (b) involves a change in Customer’s name, nature of business, or risk rating; (c) constitutes a data breach; or (d) involves any regulatory examination outside of the ordinary course.
“Premium ACH” means the electronic payment method by which payments are processed through the Premium ACH Network via the ACH payment rail.
“Premium ACH Network” means the network of payers and suppliers authorized by the Premium ACH Provider to issue and receive payments via the Premium ACH Provider’s services.
“Premium ACH Provider” means Bottomline Technologies, Inc.
“Premium ACH Provider Privacy Policy” means the Bottomline Technologies, Inc.’s privacy policy located at https://www.bottomline.com/us/privacy-policy.
“Premium ACH Service” means the Tipalti software, user interface, and related services made available hereunder by Tipalti for the purposes of enabling Customer to process Premium ACH Transactions.
“Premium ACH Transaction” means an actual or attempted payment Transaction via Premium ACH.