Back Service Provider Schedule
Last Modified: June 1, 2026
This schedule (this “Service Provider Schedule”) describes the additional terms and conditions applicable to all Tipalti Customers whose use of the Services is being managed by a particular Service Provider (each such Customer being an “End Customer” of that Service Provider) and is incorporated into and forms part of the Tipalti Services Agreement, which together with any other applicable agreements located at https://tipalti.com/legal forms the Agreement. “Service Provider” means the entity identified as the Service Provider in End Customer’s Order Form or the entity that has entered into a Service Provider Agreement with Tipalti. For the avoidance of doubt, “Service Provider” as used in this Service Provider Schedule is separate from the data protection concept defined in the Tipalti Services Agreement. If in conflict with any other part of the Agreement, this Service Provider Schedule will prevail. Capitalized terms not defined herein have the meaning ascribed to them in the Tipalti Services Agreement. Tipalti may amend this Agreement at any time by posting a revised version on the Tipalti website. The revised version will be effective at the time Tipalti posts it. If the revised version includes a Substantial Change, Tipalti will provide Customer with 30 calendar days’ prior notice of the Substantial Change, and Tipalti will consider Customer to have consented to such revisions and will rely on that consent if Tipalti does not receive notice from Customer objecting to and terminating the Service Provider Schedule before the time specified for the changes to come into effect.
- Service Provider Authorization.
1.1 End Customer represents and warrants that End Customer has authorized Service Provider to act on End Customer’s behalf in connection with End Customer’s Tipalti Account, including as a Customer User within the Shared Instance (as defined in the Tipalti Services Agreement).
1.2 End Customer waives all claims and liability against Tipalti arising from or related to (a) Tipalti’s reliance on instructions, information, authorizations, or account configurations provided or established by Service Provider, and (b) Service Provider’s access to, use of, or management of End Customer’s Tipalti Account.
1.3 Tipalti reserves the right to reject, suspend, or terminate End Customer’s Tipalti Account at any time, in its sole discretion, for compliance, regulatory, security, or risk-related reasons. Tipalti will provide notice to End Customer and Service Provider promptly after such action, to the extent permitted by law. - Fees.
2.1 Service Provider may pay certain Fees on End Customer’s behalf, including Subscription Fees, pursuant to an Order Form between Service Provider and Tipalti, and End Customer acknowledges that Service Provider may be paying such Fees.
2.2 End Customer acknowledges and agrees it is responsible directly to Tipalti for all Fees not covered by Service Provider’s Order Form, including the Transaction Fees set forth in End Customer’s Order Form.
2.3 In the case of a Service Provider Termination (as defined below), End Customer agrees to assume all Service Provider’s obligations to pay such Fees as were previously being paid by Service Provider on behalf of End Customer, and to pay such Fees to Tipalti directly in accordance with Section Error! Reference source not found. of this Schedule. - Funding & Payment Instructions.
3.1 Funding
(a) End Customer shall fund its Tipalti Account exclusively from bank accounts owned by End Customer, and acknowledges and agrees that Service Provider shall not fund End Customer’s Tipalti Account on End Customer’s behalf.
(b) Service Provider shall comply with the funding requirements in this Section Error! Reference source not found., and shall not fund, transfer, or otherwise remit Funds to any End Customer’s Tipalti Account on End Customer’s behalf or from any account not owned by End Customer.
(c) Tipalti may, in its sole discretion, reject, reverse, or return any funding that does not originate from a bank account owned by End Customer and may suspend End Customer’s Tipalti Account pending resolution of any funding irregularity. End Customer is liable for all costs, fees, and losses Tipalti incurs because of any non-compliant funding attempt.
3.2 Payment Instructions. Payment Instructions may be submitted to Tipalti by End Customer or by Service Provider on End Customer’s behalf through the Tipalti Services. Service Provider’s submission of Payment Instructions will be treated as End Customer’s instructions in accordance with the Tipalti Services Agreement. End Customer is responsible for verifying the accuracy and completeness of all Payment Instructions, whether submitted by End Customer directly or by Service Provider on End Customer’s behalf.
3.3 Service Provider represents and warrants that it has written authorization from each of its End Customers to (a) provide Payment Instructions to Tipalti on their behalf, (b) manage and access their Tipalti Account on their behalf, and (c) provide Tipalti with all End Customer information reasonably necessary in order for Tipalti to comply with Applicable Law and the requirements of its financial service providers.
3.4 Service Provider shall provide Tipalti with all information Tipalti reasonably requests in connection with its compliance review of End Customer or Service Provider. End Customer shall cooperate with Tipalti and Service Provider in completing Tipalti’s onboarding and compliance review process. - Service Provider Termination.
4.1 End Customer may terminate Service Provider’s authorization at any time by providing Tipalti with at least 10 business days’ prior written notice of such termination (“Service Provider Termination“).
4.2 A Service Provider Termination will also be deemed to have occurred upon the termination or expiration of Service Provider’s use of the Tipalti Services, for any reason.
4.3 Upon a Service Provider Termination, Tipalti will, at its sole discretion, either:
(a) close End Customer’s Tipalti Account and process final Payment Instructions received from Service Provider or End Customer to return remaining Funds to End Customer or to End Customer’s payees; or
(b) keep End Customer’s Tipalti Account active, enable new users (End Customer or a replacement service provider) to manage and operate End Customer’s Tipalti Account, and bill End Customer directly at Tipalti’s then-current standard rates for all applicable Fees for the remainder of the then-current Term. End Customer’s obligation to pay such Fees is independent of and not contingent on any dispute between End Customer and Service Provider. Failure by End Customer to pay any Fees when due will subject End Customer to suspension and termination in accordance with the Tipalti Services Agreement. - Account Access and Responsibility.
5.1 Service Provider may access and operate End Customer’s Tipalti Account subject to the access permissions and limitations contained in the Tipalti Services Agreement. End Customer acknowledges and consents to such access, and assumes full responsibility for all actions taken through End Customer’s Tipalti Account, whether by End Customer, Service Provider, or any Customer User. - Separate Agreements.
6.1 If either Service Provider or End Customer has entered into, or subsequently enters into, a separate Order Form or other agreement with Tipalti governing such Service Provider or End Customer’s direct use of the Services unrelated to the Service Provider-End Customer relationship (each such agreement being a “Separate Agreement“), this Agreement and each Separate Agreement will remain separate and independent agreements. This Agreement will not supersede, merge with, amend, or otherwise interact with any Separate Agreement, and no Separate Agreement will supersede, merge with, amend, or otherwise interact with this Agreement.
6.2 If any specific matter appears to be addressed in both this Agreement and a Separate Agreement:
(a) if such Separate Agreement is with End Customer, this Agreement will govern with respect to End Customer’s use of the Services in conjunction with Service Provider, and the Separate Agreement will govern with respect to End Customer’s direct use of the Services.
(b) if such Separate Agreement is with Service Provider, this Agreement will govern with respect to Service Provider’s use of the Services on behalf of End Customers, and the Separate Agreement will govern with respect to Service Provider’s use of the Services on its own behalf.
6.3 Performance or non-performance under this Agreement will not constitute performance or non-performance under any Separate Agreement. A breach, termination, or expiration of this Agreement will not constitute a breach, termination, or expiration of any Separate Agreement, and vice versa. All notices, communications, payments, and operational matters relating to each agreement will be handled separately in accordance with the terms of the respective agreement.
6.4 Fees payable under this Agreement are independent of and separate from any Fees payable under a Separate Agreement. No credit, offset, or deduction may be applied between Fees owed under this Agreement and Fees owed under any Separate Agreement.
