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Biller Agreement
<br />Invoice Cloud and the City of Redwood City
<br />REV: 03-27-25 MI
<br />(d)To enable Invoice Cloud to process transactions for the Biller, Biller authorizes and directs Invoice Cloud, its affiliates, the
<br />Payment Method providers, and the payment processors: (1) that, with respect to any Payment Instrument Transactions processed
<br />by the payment processor, the payment processor will disburse funds to and collect funds from the Biller in accordance with
<br />instructions provided to the payment processor by Invoice Cloud, and as otherwise permitted pursuant to any applicable Payment
<br />Processing Agreement that Biller has entered into; (2) that outstanding sums due and owing to Invoice Cloud, including, but not
<br />limited to Chargebacks and Network Fees, will automatically be debited from the Biller Bank Account for such purpose on a daily or
<br />monthly basis at Invoice Cloud’s sole discretion. Biller shall maintain sufficient funds in the Biller Bank Accounts to pay all periodic
<br />fees, Chargebacks, Network Fees and other fees due hereunder; and non-sufficient funds for these debits, or blocking or otherwise
<br />rendering inaccessible any Biller Bank Account, are grounds for an increase in fees, suspension of the Service, and/or termination of
<br />this Agreement.
<br />(e)Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor, ACH
<br />bank, and/or other related circumstances. Biller agrees to provide Invoice Cloud with timely, complete, and accurate billing and
<br />contact information. This information includes Biller’s legal company name, street address, e-mail address, and name and telephone
<br />number of an authorized billing contact and License Administrator. Biller agrees to update this information within 30 days of any
<br />change to it.
<br />(f)Biller is required to ensure that it maintains a fair policy in compliance with applicable laws, regulations, and all Network rules
<br />with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose any
<br />refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Biller’s Customers, as requested.
<br />Any change in a return or cancellation policy for the transactions underlying the Payment Instrument Transactions must be submitted to
<br />Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change.
<br />If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously
<br />processed, Biller will prepare and deliver to Invoice Cloud, Transactions reflecting such refund/adjustment within 2 days of resolution
<br />of the request resulting in such refund/adjustment. The amount of the refund/adjustment with respect to Transactions under the Service
<br />cannot exceed the amount shown as the total on the original Transaction. Biller may not accept cash or any other payment or
<br />consideration from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor, with respect to credit
<br />card transactions, may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless
<br />required by applicable law.
<br />Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-
<br />related communications from Invoice Cloud from time to time. They may opt out of receiving such communications at that time or at
<br />any subsequent time by changing their preference at http://www.invoicecloud.com/privacy.html. Note that because the Service is
<br />a hosted, online application, Invoice Cloud occasionally may need to notify all users of the Service (whether or not they have opted out
<br />as described above) of important announcements regarding the operation of the Service.
<br />(g) As t o all Transactions t hat Biller submits to Invoice Cloud for pr ocessing, B iller r epresents and warrant s that:
<br />(1)The Tr ansactions represent payment or refund of payment, for a bona fide transaction.
<br />(2)The Transactions represent an obligation of the Customer for the amount of the Transaction, and that the Transaction is valid and
<br />accurate.
<br />(3)The Transactions do not involve any element of credit for payment of a previously dishonored payment or for any other purpose than
<br />payment for a current transaction and future payments as agreed upon by the Customer.
<br />(4)The Tr ansactions are free from any material alteration not authorized by the Customer.
<br />(5)The amou nt charged for the Transaction is not subject to an y dispute , setoff, or c ounterclaim.
<br />(6)Neither Biller nor its employees has advanced any cash to the Customer in connection with the Transaction, nor have you accepted payment
<br />for effecting credits to a Customer.
<br />(7)Biller has made no representation or agreement for the issuance of refunds except as it states in your return/cancellation policy, which has
<br />been previously submitted to Invoice Cloud in writing, and which is available to the Customer.
<br />(8)Any Transaction submitted to Invoice Cloud to credit a Customer’s account represents a valid refund or adjustment to a Transaction
<br />previously submitted to Invoice Cloud.
<br />(9)Biller has no knowledge or notice of information that would lead it to believe that the enforceability or collectability of the subject
<br />Transaction is in any manner impaired. The Transactions, including but not limited to total due fields, are complete, accurate and in
<br />compliance with all Network rules, applicable laws, ordinances, and regulations. The Transactions are originated in compliance with
<br />this Agreement and any applicable agreements.
<br />(10) For a Transaction in which the Customer pays in installments or on a deferred payment plan, a Transaction record has been
<br />prepared separately for each installment transaction or deferred payment on the date(s) the Customer agreed to be charged.
<br />All installments and deferred payments, whether or not they have been submitted to Invoice Cloud for processing, shall be
<br />deemed to be a part of the original Transaction.
<br />(11) Biller has not submitted any Transaction that it knows or should have known to be unauthorized, fraudulent, illegal, or otherwise
<br />in violation of any provision of this Agreement or other applicable agreements
<br />ATTY/AGR.2025.049/Invoice Cloud (Page 30 of 39)
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