Billtrust – eMandate Merchant Terms

To the extent specified in the subscription or service agreement entered into by and between Factor Systems, LLC d/b/a Billtrust or any of its Affiliates (“Billtrust“) and you (“Merchant,” or “you”)(the “ Subscription Agreement”) or on any Order Form agreed between you and Billtrust under the Subscription Agreement, these eMandate Merchant Terms, are incorporated into and made a part of the Subscription Agreement (the Subscription Agreement and this eMandate Merchant Terms, collectively, the “Agreement”).

Billtrust is party to an agreement with an eMandate service provider -Twikey, which has developed a solution for electronic SEPA Direct Debits (“SDD”). The Merchant requires the use of this solution for its customers. Billtrust and Merchant agree to the use of the eMandate Services.

The contractual framework consists of:

a) a contract between Twikey and the Debtor (“Debtor Agreement”) for SDD,

b) a contract between Billtrust and the Creditor (the present “eMandate Merchant Terms”),

c) if legally required for SDD, a contract between Twikey eMandate service provider and the Bank (“Bank Agreement”).

Merchant acknowledges that the Debtor Agreement and the Bank Agreement constitute separate contractual relationships between Twikey and Merchant. Billtrust shall not be deemed a party to these agreements. In addition, Merchant confirms to have a contract in his capacity of Creditor with the Creditor Bank(s) to be selected for use of the eMandate Services.

1. Structure

These eMandate Merchant Terms may be amended from time to time by Billtrust and Billtrust will notify Merchant in advance of such changes. In the event of any conflict between this eMandate Merchant Terms and the Subscription Agreement, the eMandate Merchant Terms shall control. In the event of any conflict between the eMandate Merchant Terms and any Order Form or SOW, the Order Form or SOW shall control, provided the document specifically identifies the provisions of the eMandate Merchant Terms that the document is intended to amend or override.

Except as expressly set forth in the eMandate Merchant Terms, all other terms and provisions set forth in the Subscription Agreement shall remain in full force and effect. Merchant and Billtrust hereby covenant and agree to be bound by all of the remaining and unchanged terms and conditions of the Subscription Agreement.

2. Definitions

Any capitalized terms used but not defined in the eMandate Merchant Terms shall have the meaning set forth in the Subscription Agreement or any other applicable Order Form / SOW.

Creditor: means the natural or legal person who signs the eMandate Merchant Terms and who – through Billtrust - receives and stores the e-Mandate from the Debtor to initiate collections. On the basis of this e-Mandate, the Creditor collects the direct debits.

Creditor Bank: is the bank where the Creditor's account is held and which has concluded an agreement with the Creditor, on the basis of which it receives and executes instructions from the Creditor to initiate the direct debit transaction by forwarding the collection instructions to the Debtor Bank.

Debtor: means the natural or legal person who signs the Debtor and who – through Billtrust - gives the e-Mandate to the Creditor to initiate collections. Mostly, but not always, the Debtor is also the payer, in which case the Debtor’s bank account is debited in accordance with the collections initiated by the Creditor. But the Debtor may also have its debt paid by a third party via the third party’s bank account, in which case the third party will be the payer and his bank account will be filled out on the e-Mandate, pursuant to which the payer’s bank account will be debited.

Debtor Bank: is the bank where the account to be debited is held and which has concluded an agreement with the Debtor on the basis of which it executes each collection of the direct debit originated by the Creditor by debiting the specified account. It is also the bank that, if applicable, will credit the payer’s account in case of refund or reversal.

Effective Date: means the date on which the eMandate Merchant Terms commence as agreed between the Parties, which is the date that Billtrust accepts the Creditor’s duly completed application to become a Merchant under this Agreement and has confirmed this to the Merchant.

e-Mandate: a Mandate created through the use of electronic channels.

Mandate: the Mandate is the expression of consent and authorization given by the Debtor to the Creditor to allow such Creditor to initiate collections for debiting the specified account and to allow the Debtor Bank to comply with such instructions. The Debtor completes the Mandate and sends it – through Billtrust - to the Creditor.

Services: services as described in Order Form or SOW provided by Billtrust to Merchant.

SEPA Direct Debit or SDD: is the payment instrument governed by the rules of the SEPA Direct Debit Scheme for making direct debit payments in euro throughout SEPA from bank accounts to other bank accounts. The SDD may be one-off or recurrent.

3. Scope of Services

3.1 Billtrust shall provide e-Mandate Services powered by sub-contractor Twikey.

3.2 Billtrust and its subcontractor Twikey registers access to its website and Services for invoicing and security reasons. It keeps an updated log in which it stores data relating to the use of the website and Services. This log provides proof that access has been gained to the website and Services, unless proof to the contrary.

3.3 Twikey shall make available (through the Billtrust Payments Engine and Billtrust website) or shall send (typically in pdf via e-mail) an original copy of the signed e-Mandate to the payer (who may be different than the Debtor) and the Creditor.

3.4 Billtrust shall use its best efforts to perform the Services in material accordance with the eMandate Merchant Terms. Billtrust will use reasonable care and judgment in rendering the Services and all Services will be of professional and technical quality consistent with applicable industry standards. Nevertheless, it may, without being held to any compensation but subject to prior notice to the Merchant proceed with an interruption of the Services for the purpose of maintaining or improving them, or where according to Billtrust, suspension of the Services will prevent or usefully inhibit any illegal or unauthorised activity.

3.5 Notwithstanding any other provisions of the eMandate Merchant Terms, Billtrust may make background changes to the manner of its delivery of the Services, standards, operation procedures, accessibility periods, allocation and quantity of system resources used and administrative and operational methods, systems or algorithms, provided, however, that Billtrust will implement such background changes so as not to materially and adversely affect the Services. Background changes will not cause an increase to the charges, unless otherwise agreed.

4. Service Levels

The software and Services are delivered “AS IS”. In case the Merchant wants a service level agreement (SLA) for eMandate Services, he should contact Billtrust.

5. Responsibilities of the Merchant

5.1 Merchant understands and accepts that Twikey and relevant banks will require direct approval from Merchant and its customers to execute the eMandate Services. Merchant shall provide to Billtrust and its subcontractor Twikey reasonably requested approval by signing the required approval forms to receive e-Mandates from the Debtor (customer of the Merchant) and to deliver e-Mandates to the involved Debtor Bank(s), in name and on behalf of the Debtor and Creditor, and to take all further necessary steps towards all parties concerned, including vis-à-vis the Debtor and the involved bank, if connected to subcontractor Twikey.

5.2 The Merchant remains responsible for the management of the relationship with its own customers including the underlying commercial relationship with his customer, the Debtor. Any contract for the supply of goods and services between the Merchant and the Debtor is not affected by these e-Mandate Merchant Terms. Billtrust is not responsible for the actual supply of any goods or services by the Merchant to his customer. The Merchant, and not Billtrust, is responsible for any disputes related thereto, including requests for refund, disputes related to unauthorised transactions or incorrect execution of payment transactions, or fraud attempts by customers of the Merchant. All such disputes are resolved directly between the Merchant and Debtor. While Billtrust does handle the management of e-Mandates (creation, modification, cancellation), Billtrust does not intervene in the subsequent payment transaction between Debtor and Merchant. If the Debtor lawfully cancels an e-Mandate and/or a payment the Merchant (if applicable) must seek payment directly from the Debtor for any goods or services that the Merchant has delivered to him. As soon as a Debtor has lawfully cancelled an e-Mandate, the Creditor must not use this e-Mandate anymore.

5.3 The Merchant is financially and administratively responsible for the maintenance and security of its own infrastructure, hardware, and software and for (the use of) its means of authentication and electronic signature as mentioned in 5.5.

5.4 The Parties agree that the following means of electronic signature may be used and are accepted by both Parties each time that a legally valid signature is required as an equivalent to a handwritten signature (e.g. typically the signature by the Debtor of an e-Mandate, the acceptance thereof by the Creditor and the bank, and in general the legally binding acceptance of any other document or obligation by the Debtor, the Creditor and the Parties): (1) the e-ID card of the Twikey-customer (Debtor, Creditor, bank) or its representative; (2) the banking credentials (typically, a combination of their bank card and PIN-code and/or digipass) of the Merchant, which means that Twikey customers are able to use their banking credentials for electronically signing as an equivalent of a handwritten signature, for instance when they want to create, modify, cancel or accept an e-Mandate via the Twikey-website; (3) any other means of electronic signature and/or a preferred mean(s) of e-signature and/or exclusion of some mean(s) of e-signature, as may be added by Twikey. The Merchant agrees that the electronic signature of his e-ID card (or of the Merchant’s representative) and, as available, his e-banking credentials (typically, a combination of bank card and PIN-code and/or digipass), or mobile phone based signatures solutions using Twikey’s (SMS) challenge/response system, is equivalent to a handwritten signature subject to applicable law. This means that it legally binds the Merchant, both towards Twikey, as towards other Twikey -customers (including the customer of the Merchant or Debtor and the involved banks) in the same way as the Merchant’s own handwritten signature, except when proven otherwise. Anything the Merchant signs with such e-signature may be used in evidence in a dispute between any involved parties (including the Merchant, his contract counterpart or Debtor, the banks, Twikey and Billtrust). Anything signed with such e-signature may be used in evidence in a dispute between any involved parties (debtor, creditor, banks, Twikey, Billtrust).

5.5 The Merchant acknowledges and accepts that his means of authentication and means of electronic signature, as mentioned in 5.4 are strictly personal and that he is responsible for the safeguarding, confidentiality, security and appropriate use thereof and undertakes to take all steps to prevent any unauthorised third party from gaining knowledge and making use thereof.

5.6 The Merchant acknowledges and accepts that the correct e-mail address of the Debtor (c.q. payer) is required to deliver the proof of the e-Mandate to him/her. Billtrust has the right to refuse an e-Mandate if the e-mail address is not correct and/or can ask the Merchant to deliver the correct address. The Merchant accepts that the Debtor (c.q. payer) can cancel a e-Mandate at all times. Billtrust is not responsible for incorrect or invalid information, i.a. e mail addresses etc.

5.7 The Merchant acknowledges and accepts that he is responsible for the actions and e- Mandates created, modified or cancelled by his means of electronic signature.

5.8 Billtrust may from time to time issue updates or upgrades of its software through which the Services are delivered. Should this involve an update or upgrade by the Merchant, he shall install any update or upgrade within ninety (90) days of such update or upgrade being made available to the Merchant in accordance with any reasonable instructions given by Billtrust.

5.9 In order to facilitate Billtrust’s performance of the Services, the Merchant will, at its own cost and expense, perform those tasks and fulfil those responsibilities of the Merchant as set forth in this eMandate Merchant Terms, including any functions retained by the Merchant that are relevant to the Services.

5.10 Without limiting clause 5.9, the Merchant shall: (1) provide Billtrust with accurate and up-to-date information required for the creation and processing of the eMandates (e.g., the accuracy of the Creditor’s name and address etc.) and assure that he will always have a prior and valid underlying agreement for delivery of goods or services with his customer (the Debtor) related to the e-Mandate; (3) after approving the eMandate proposal of the Debtor, the Creditor shall submit the e-Mandate proposal - through Billtrust, acting in name and on behalf of the Creditor - to the Debtor Bank, if legally required. After this stage, the Debtor and the Creditor are not allowed to change the data of the e- Mandate proposal. If late changes are necessary, an amendment of the e-Mandate must be initiated by the Debtor, only through Twikey. If a Debtor happens to notify the Merchant or the Debtor Bank (e.g. if he wants to modify or cancel the eMandate), then the Merchant shall immediately notify Billtrust to allow Billtrust to take all the necessary steps for the modification/cancellation to the extent legally allowed, Billtrust will inform its subcontractor Twikey; and the Merchant also allows that Twikey may exchange the relevant information with the Debtor Bank and any other involved party in the name and on behalf of the Merchant; (4) accept e Mandates (including creation, modification or cancellation) delivered by Twikey on behalf of the Debtor; (5) respond promptly within 2 business days to all reasonable requests by Billtrust for information or decisions relating to the eMandate Merchant Terms, to the extent reasonably required by Billtrust for the purpose of performing its obligations thereunder, including but not limited to : informing Billtrust if a Debtor notifies the Merchant that he wants to cancel or modify his e-Mandate; (7) inform Billtrust about any changes in applicable laws concerning the Merchant's business that may affect the Services or the terms of this Agreement. The Merchant will co-operate with Billtrust to identify the impact of such changes; (8) be financially and administratively responsible for obtaining any consents required for the use of the Services and the Merchant's hardware, software and other rights, to the extent necessary for Billtrust’s performance under this Agreement; (9) shall obtain, and bear the costs of, telecom services from a third party in order to link the Merchant infrastructure to Billtrust’s infrastructure; (10) store the e-Mandate electronic data as long as the e- Mandate exists, according to national legal requirements. After cancellation, the e-Mandate data must be stored by the Creditor according to the applicable national legal requirements.

5.11 The Merchant understands that Billtrust’s performance of the Services may be dependent on the Merchant’s timely and effective performance of its responsibilities under this Agreement. If the Merchant fails to comply with its obligations under this Agreement, it agrees to bear all costs and charges related to the extra services performed by Billtrust to remedy any issues resulting from the Merchant’s shortcoming to comply with its obligations.

5.12 The Merchant shall obtain all necessary licenses, approvals, permits and consents required, if any, by any applicable governmental or regulatory authority or body necessary for the Merchant to use the Services. The Merchant shall use the Services in accordance with and subject to all provisions of applicable law.

5.13 The service of Billtrust and its subcontractor Twikey is limited to the provision of infrastructure and related services through which electronic messages are transported to different banks ("mere conduit"). Only the Merchant is responsible for the content of these messages.

6. Intellectual Property

Subject to the provisions of the Subscription Agreement related to Intellectual Property, Merchant grants to Billtrust and its subcontractor Twikey, during the term of this Agreement, the right to use and display the name and logo of the Merchant on the e-Mandate and payment related communication towards the customers of the Merchant.

7. Data Protection

The Merchant acknowledges and agrees that, in the course of its engagement with Billtrust and Twikey, Merchant may provide, and Billtrust may receive, or otherwise have access to Merchant data that amounts to personal data. For these purposes the Parties agree to the terms of Billtrust’s standard Data Processing Addendum, and its Exhibits (“DPA”) as set forth in the Subscription Agreement.

Merchant acknowledges and agrees that its data and Merchant’s customer’s data is transferred outside the EEA, in the Billtrust infrastructure. The Merchant is aware that subcontractor Twikey, which is used for managing eMandates and transactions, stores all information only within the EEA.

8. Subcontracting

Billtrust may subcontract to third parties any part of the Services, including, but not limited to, hosting, data centre services, database- and security service.

9. Governing Version

The English version of any Agreement shall prevail wherever there is a discrepancy between the English version and a version which is in any other language.