TIPALTI CARDS SCHEDULE
This schedule (“Cards Schedule”) describes the additional terms and conditions applicable to Customers who use the Cards Service and is hereby incorporated into and made a part of the Tipalti Services Agreement for such Customers. If in conflict with any other part of the Agreement, this Cards Schedule will control as it relates to the Cards Service. Capitalized terms not defined herein have the meaning ascribed to them in the Tipalti Services Agreement.
- Cards Service.
1.1 Provision of Service. (a) The Cards Service provided by Tipalti, Inc. under the Tipalti Services Agreement as supplemented by this Cards Schedule is a “Service” but not a “Payment Service”. Any payments made by Customer to a merchant through the use of Cards are enabled by Issuer and Program Manager through the Card Services. The defined term “Supplier” includes a merchant that accepts a Card. Certain Services provided by Tipalti involve regulated money transmission under Applicable Law. To the extent that your use of the Services involves money transmission or other regulated services under Applicable Law, Tipalti, as that is defined in the Tipalti Services Agreement, provides those regulated Services.
(b) By agreeing to this Cards Schedule, Customer agrees to and shall comply with the Issuing Bank Terms. Cards are issued directly to Customer by the Issuer, and not by Tipalti. Tipalti is a “platform provider” as that term is defined in the Issuing Bank Terms. Tipalti or the Program Manager may change Issuers at any time. Tipalti’s provision of the Cards Service is subject to Customer’s continued acceptance of and compliance with the Issuing Bank Terms. The Issuer may modify the Issuing Bank Terms at any time, and Customer’s continued use of the Cards Service thereafter will constitute acceptance of any changes. Modification of the Issuing Bank Terms will not be considered a modification of this Agreement.
(c) By agreeing to this Cards Schedule, Customer agrees to and shall comply with the Program Manager Terms. The issuance of Cards is enabled by the Program Manager, and not by Tipalti. Tipalti may change Program Managers at the discretion of Tipalti or the Issuer. Tipalti’s provision of the Cards Service is subject to Customer’s continued acceptance of and compliance with the Program Manager Terms. The Program Manager may modify the Program Manager Terms at any time, and Customer’s continued use of the Cards Service thereafter will constitute acceptance of any changes. Modification of the Program Manager Terms will not be considered a modification of this Agreement.
1.2 Required Information. The Cards Service is only available to Customers organized and registered in the United States. To help the government fight the funding of terrorism and money laundering activities, federal law requires Tipalti, Issuer, and Program Manager to obtain, verify, and record information that identifies Customer and its Card User when a Card is issued. Customer shall provide each Card User’s name and email address, Customer’s street address, and other reasonably requested information to allow identification of Customer and its Card Users. Customer shall provide and maintain at all times accurate Card User information. Customer represents and warrants that it is a United States entity, citizen, or permanent resident of at least 18 years of age (or older if residing in a state where the majority age is older) and that it and each individual Card User is not subject to a U.S. Office of Foreign Asset Control list, or any law, regulation, or other list of any government agency that prohibits or limits Tipalti, Issuer, Program Manager, or any Tipalti third-party providers from providing Cards to or from otherwise conducting business with Customer or its Card Users. Customer shall not permit any individual to use the Cards Service who is or becomes subject to a U.S. Office of Foreign Asset Control list, or any law, regulation, or other list of any government agency that prohibits or limits Tipalti, Issuer, Program Manager, or any Tipalti third-party providers from providing Cards to or from otherwise conducting business with Customer or its Card Users.
1.4 Cards. Tipalti may permit the use of physical or virtual Cards. Each Card remains the property of the Issuer and Customer shall return or destroy any Card upon request of Tipalti, Program Manager, or Issuer. If permitted by Tipalti, physical Cards may be ordered through the Cards Service at the sole cost and expense of Customer and will be delivered in accordance with the Program Manager Terms. Risk of loss of physical Cards passes to Customer once shipped. Notwithstanding anything to the contrary in any agreement referenced hereunder, Cards cannot be customized or designed without the prior written approval of Tipalti.
- Use of Cards
2.1 Restrictions. Customer shall only use a Card if it is a commercial enterprise, and for its own bona fide business purchases and for valid and lawful purposes. Customer shall comply with all applicable laws and regulations, including the Card Network Rules. Customer shall not use a Card for personal, family or household purposes. Each of Tipalti, Issuer, or Program Manager may (1) cancel, revoke, repossess or restrict the use of any Card at any time, (2) decline to authorize or reverse Card Transactions or suspend a Card for any reason or no reason including but not limited to violation of this Agreement or suspected fraud, and (3) decline to authorize Card Transactions at or for Suppliers that are characterized by a Card Network or Tipalti as prohibited. Tipalti is not responsible for losses resulting from declined or reversed Card Transactions. Suppliers determine whether they accept Cards, and Tipalti is not responsible and will have no liability if a Supplier refuses to honor a Card or accept a Card Transaction. Customer shall not permit the use of the Cards or the Cards Service in or for the benefit of any country, organization, entity, or person embargoed or blocked by any government, including by any reason of their inclusion on any U.S. Office of Foreign Asset Control or other governmental authority lists.
2.2 Spending Limits. Customer shall not make or attempt to make Card Transactions that alone or in the aggregate exceed the funds available in its Tipalti Account, or if Tipalti has provided approval in accordance with section 3.3, a spending limit imposed by Tipalti within the Card Services (the “Spending Limit”). Tipalti has no obligation to process or authorize any Transactions that exceed the Spending Limit and will have no liability for any failure to do so. Within the Spending Limit, Customer may also impose its own spending limits on a per-Card basis through the Cards Service. At any time, Tipalti, Program Manager, or Issuer may impose different Spending Limits on the use of one or more Cards.
2.3 Account Holds. When Customer uses a Card to initiate a Card Transaction at a Supplier where the amount of the final Card Transaction is unknown at the time of authorization, Tipalti may place a hold on the funds available in the Tipalti Account, or if applicable, the Spending Limit, for an amount equal to or in excess of the final Card Transaction amount. The amount of the hold will reduce the then-applicable Spending Limit until the hold is released.
2.4 Security. Customer is exclusively responsible for securing its Cards, account numbers, and Card security features (including the PAN, CVV and PIN, as the case may be). Customer shall secure Cards and all related information in their possession or control. When stored or processed digitally, Customer must use appropriate organizational and technical measures to secure the Cards and all related information in its possession or control, including through industry-standard encryption. Customer must monitor suspicious and unauthorized activities and fraud on each Card and report any suspected unauthorized or fraudulent activity promptly to Tipalti. Customer represents and warrants at all times during this Agreement that it and its service providers that store, access, or transmit Card information comply with the PCI-DSS and Payment Application Data Security Standard (PA-DSS), including successor standards (if any).
- Payments and Rebates
3.1 Amounts Due. In accordance with the Issuing Bank Terms, Customer is responsible for and shall pay for all Card Transactions on each Card and all fees, penalties, finance charges, and other amounts incurred by using a Card or imposed by the Issuer, Program Manager, the Card Network, or a Supplier (“Amounts Due”). Customer shall pay the Amounts Due, regardless of how they were incurred, for what they were incurred (including if they were incurred for a purpose not permitted under this Cards Schedule), or the person that incurred them. Customer states that once a Card Transaction is authorized, Customer deems that authorization to be an instruction to Tipalti, Inc. to provide or make that amount available to the Issuer. Once the Issuer has received or can access funds from Tipalti, Inc. necessary for the Card Transaction, (1) Tipalti is relieved of its obligations to Customer with respect thereto, (2) settlement of each Card Transaction is between the Issuer and the Supplier, for which Tipalti does not have any liability, and (3) the Amounts Due become due to Tipalti and not the Issuer.
3.2 Concurrent Payment. Unless otherwise permitted by Tipalti in accordance with section 3.3, Customer deems each Card Transaction authorized by the Issuer to be an instruction to Tipalti to debit the Amounts Due from Customer’s Tipalti Account to pay Tipalti, Inc. Tipalti may debit the Tipalti Account for each Card Transaction at any time after the Card Transaction is authorized.
3.3 Periodic Payment. Customer may apply to be considered for periodic payments. If Tipalti permits Customer to pay for Card Transactions on a periodic basis, it will notify Customer in writing thereafter, and Customer shall pay Tipalti the Amounts Due no later than five days after the end of the month they were incurred unless a different payment period is specified by Tipalti. Customer hereby authorizes Tipalti to process an ACH Debit for all Amounts Due at the end of each payment period, or at any time if the Amounts Due exceeds a threshold amount agreed between the parties (each such date is an “ACH Payment Date”). If Tipalti is unable to process the ACH Debit for any reason, Customer shall make payment to Tipalti for all Amounts Due within five business days of the applicable ACH Payment Date.
3.4 ACH Debit. Tipalti may process the ACH Debit from any bank account owned or controlled by Customer and used to fund the Tipalti Account, or another account specified by Customer in writing (each a “Connected Account”), whether or not it is currently the primary account used to fund the Tipalti Account. Customer shall provide Tipalti with the details of its Connected Account and permit a $0.01 non-refundable debit transaction for verification purposes before any periodic payment Card Transactions are permitted. Any partial payment is not a waiver of Tipalti’s rights and will not satisfy Customer’s obligation to pay all Amounts Due. Customer shall maintain at least the Spending Limit in available cash in the Connected Account(s). If an ACH Debit is returned to Customer for any reason, Customer remains liable for all Amounts Due and any associated penalties and fees. Customer authorizes Tipalti to resubmit a returned ACH Debit. Customer shall comply with the NACHA Operating Rules when making payments through ACH Debit. In addition to the authorization in section 3.3, Customer also authorizes Tipalti to debit Connected Accounts for Amounts Due immediately, on any date (including before the due date), and without additional notice where Tipalti determines, in its sole discretion, that (1) the total aggregate balance of Connected Accounts linked to Customer’s Tipalti Account is less than the balance minimums required by Tipalti, Inc.’s underwriting criteria, (2) Customer does not satisfy one or more of Tipalti, Inc.’s other underwriting or credit requirements, or (3) Customer or the Amounts Due pose or may pose an unacceptable risk to Tipalti, its successors or assigns, its third party service providers, or Issuers.
3.5 Additional Rights. If Customer does not pay the Amounts Due as required by this Agreement, Tipalti may (1) set off, debit, or collect the Amounts Due, in whole or in part, from the funds in any Tipalti Account held by Customer either individually or jointly with a third party, and/or (2) suspend any Services in whole or in part. Tipalti may exercise this right against Customer or any of its respective successors or assigns, or any assignees for the benefit of Customer’s creditors, trustees, or receivers of Customer’s assets. This right exists even if Tipalti does not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action. Tipalti is not liable for the failure of any subsequent Services for lack of available funds in the Tipalti Account after collecting Amounts Due. Any failure to pay the full Amounts Due when required is a breach of this Cards Schedule and the Tipalti Services Agreement. Customer is responsible for all costs or expenses that Tipalti or its service providers incur in the process of collecting Amounts Due that are not timely paid, including legal or collections fees, and Customer is responsible for paying interest on such amounts at up to the maximum rate permitted under law, to the extent Tipalti decides to charge such interest.
3.6 Rebates. Tipalti shall provide Customer with a rebate that will not exceed a percentage specified on the Order Form or otherwise communicated to Customer. The rebate may vary based on the interchange available from each Card Transaction. These rebates apply only to settled Card Transactions that are made in accordance with this Cards Schedule and are not charged back, refunded, or otherwise reversed each month. Tipalti reserves the right to set off from rebates any costs, fees, or liabilities associated with or incurred through Customer’s use of the Cards including without limitation Amounts Due. Tipalti may determine in its sole discretion whether to enforce or modify any related conditions or requirements to receive this rebate.
- Disputed Transactions
4.1 If Customer disputes any Card Transaction, it must contact the applicable Supplier to resolve the dispute. Customer will not receive cash refunds for Card Transactions. If a Supplier gives Customer a credit for merchandise returns or adjustments, the Supplier may do so by processing a credit adjustment, which Tipalti will credit to the available funds in Customer’s Tipalti Account, or if Tipalti has permitted periodic payments, will apply to the Amounts Due.
- Lost or Stolen Cards
5.1 Customer shall immediately report to Tipalti when a Card has been lost or stolen, or if an unauthorized Card Transaction has occurred. Customer is responsible for all Card Transactions, even if the Card is lost, stolen, or used for unauthorized Card Transactions, except after Tipalti confirms that a Card is placed in a lost, stolen, or inactive status. Customer shall retain, verify, and reconcile its Card Transactions and receipts.
Customer shall indemnify, defend, and hold Tipalti, its Affiliates, and the directors, employees and agents of each (the “Tipalti Parties”) harmless from and against all damages, liabilities, costs, expenses (including reasonable legal fees), penalties, fines, and other amounts paid or incurred by the Tipalti Parties resulting from any claim, allegation, suit, demand, action, investigation or proceeding brought by a third party arising out of (1) any breach of any of Customer’s representations, warranties, or obligations under this Cards Schedule; (2) Customer’s use of the Cards Service in violation of applicable law, Customer’s agreements with Suppliers, or the Card Network Rules; or (3) Customer’s gross negligence, willful misconduct, or fraud.
- Warranty and Disclaimer
7.1 THE CARDS SERVICE HEREUNDER IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY. TIPALTI HAS NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE CARDS SERVICE, CUSTOMER’S USE OF THE CARDS, OR ANY ACTIONS OR OMISSIONS OF THE PROGRAM MANAGER OR ISSUER UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE TIPALTI’S AGGREGATE LIABILITY RELATED TO THIS CARDS SCHEDULE WILL NOT EXCEED $1,000.00 USD. WITHOUT LIMITING THE FOREGOING, TIPALTI AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (1) CUSTOMER’S USE OF THE CARDS OR CARDS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (2) CUSTOMER’S USE OF THE CARDS OR CARDS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (3) USAGE DATA PROVIDED WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION OF THE TIPALTI SERVICES AGREEMENT, CUSTOMER IS RESPONSIBLE UNDER THIS CARDS SCHEDULE TO TIPALTI AND ITS AFFILIATES FOR ANY AND ALL DAMAGES ARISING OUT OF ANY USE OF THE CARDS SERVICE AND CARDS ISSUED TO CUSTOMER, ANY BREACH BY CUSTOMER OF THIS CARDS SCHEDULE, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. TIPALTI SHALL HAVE NO LIABILITY FOR OR RELATING TO THE COMMERCIAL TRANSACTION BETWEEN CUSTOMER AND SUPPLIER THAT GIVES RISE TO A CARD TRANSACTION AND CUSTOMER SHALL ASSUME ALL RESPONSIBILITIES WITH RESPECT THERETO.
- Termination and Updates
8.1 Termination. Either party may terminate this Cards Schedule at any time by providing written notice of termination to the other party. Termination of the Tipalti Services Agreement, or of any Order Form that delivers access to Tipalti’s Payment Services, will also terminate this Cards Schedule.
8.2 Suspension. Tipalti may suspend Customer’s access to the Cards Service, or use of any Card, if (1) Customer is in breach of this Cards Schedule, (2) directed to do so by Issuer or Program Manager, or (3) Customer poses any unacceptable regulatory, reputational, or financial risk.
8.3 Effect of Termination or Suspension. If this Cards Schedule is terminated or Tipalti suspends access to the Cards Service or any Card, Tipalti may (1) declare any amounts Customer owes to Tipalti or Issuer immediately due and payable; (2) refuse to authorize any Card Transactions; (3) reverse any Card Transactions; and (4) take any other action Tipalti deems necessary or advisable. After any suspension, Tipalti may condition reactivation on Customer’s payment of any Amounts Due.
8.4 Updates. Tipalti may revise this Cards Schedule, including the applicable fees and rebates, at any time by posting a revised version on the Tipalti website. The revised version will be effective at the time Tipalti posts it. Except for changes to the Issuing Bank Terms or Program Manager Terms, if the revised version includes a Substantial Change, Tipalti will provide Customer with 30 calendar days’ prior notice of the Substantial Change.
9.1 Assignment. Customer shall not transfer, sell, or assign its access to the Cards Service, its Cards, the Issuing Bank Terms, or any other rights or obligations under this Card Schedule without Tipalti’s and Issuer’s prior written consent. Any assignment in violation of the foregoing will be null and void from the beginning.
9.2 Notices. Tipalti, Issuer, or Program Manager may send notices to Customer through the Tipalti Services, or to the email address(es) or phone numbers maintained within the Tipalti Services or provided to Tipalti, Issuer, or Program Manager.
“Card” means a card issued by Issuer to Customer, whether physical, virtual, tokenized, or otherwise.
“Card Network” means the payments card network operated by Visa U.S.A., Inc. and/or Visa International and/or MasterCard International Incorporated.
“Card Network Rules” means any rules, terms, or conditions of the Card Network with respect to the issuance or acceptance of Cards, as amended, updated, or replaced from time to time. Visa rules are currently available here https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf and MasterCard rules are currently available here https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html.
“Cards Service” means the Tipalti software, user interface, and related services made available hereunder by Tipalti for the purposes of enabling Cards to be issued to Customer.
“Card Transaction” means an actual or attempted payment Transaction using a Card.
“Card User” means Customer’s employee, agent, or any other individual who is authorized by or on behalf of Customer to use a Card.
“Issuer” means one or more banks that issue Cards to Customer, as determined solely by Tipalti, the Program Manager, and/or Tipalti’s third-party providers from time to time. At this time, Celtic Bank Corporation is the Issuer.
“Issuing Bank Terms” means the terms and conditions located at https://stripe.com/legal/celtic-spend-card and all updates and amendments over time.
“Program Manager” means one or more entities that facilitate the issuance of Cards for an Issuer, and work with Tipalti to permit Tipalti to provide the Cards through the Cards Service from time to time. At this time, Stripe Inc. is the Program Manager.
“Program Manager Terms” means the terms and conditions set out by the Program Manager related to the management of the Cards program, or which the Program Manager may otherwise require Customers or Card Users to enter into for the purposes of using or managing Cards. At present, the Program Manager Terms are:
- the “Stripe Connected Account Agreement” located at https://stripe.com/legal/connect-account and all updates and amendments over time.
- the “Stripe Issuing – Accountholder Agreement” located at https://stripe.com/legal/ssa#:~:text=Stripe%20Issuing%20%2D%20Accountholder and all updates and amendments over time.