Payments Processing Service Agreement v5.1

Transcription

1 Payments Processing Service Agreement v5.1 Blackbaud Integrated Solution AU Bambora Online Pty Ltd ABN: Telephone

2 Bambora Payments Processing Service AU v Document Information Document History Version Number Date Modified Author Summary of Changes v th March 2010 M.Lewis Document Created v th November 2012 S.Frewer Added more detail, modified pricing structure v th February 2015 S.Frewer Redesigned data entry fields Updated payment link options Added Aggregated Direct Debit option Updated Ts and Cs v4.0 6 th August 2015 S.Frewer Added Tokenisation references v th May 2016 P.Jeffree Updated Blackbaud and Bambora addresses v th January 2016 B.Proffit Bambora brand change Bambora Pty Ltd ABN: Page 2 of 24 Last Updated 20 January 2017

3 2. Service Description Bambora Payments Processing Service AU v5.1 The following Service Description details the Bambora Processing Service / Blackbaud Integrated Solution: 1. Implementation of a Secure Remote API for Credit Card processing The secure remote API is able to support the following: Links to the Blackbaud PCI Vault and hosted web facilities * Card Types supported are: Visa, MasterCard, Amex & Diners All payments are processed online in real time to the client s merchant bank of choice 2. Batch File Processing The secure remote API provides: Ability to process credit card batches originated from the Blackbaud PCI Vault or hosted web facilities * Ability to download the Batch Results file Ability to process Direct Debit Batches (ie. bank account transactions) via batch upload into PRM Admin Portal - if required an implementation fee is applicable, see schedule of fees & charges Support for dishonour reporting of direct debit transactions via Admin Portal (PRM) * To enable the service, you must purchase the Blackbaud product - SKU: BBPSBamboraAY - Bambora Gateway Interconnect 3. Implementation of web based administration facility (PRM) The Admin portal (PRM) enables staff to enquire and report on all payments activity undertaken. The allocation of a unique User ID and passwords per User with access tracked for audit purposes. Users can be assigned to either of the following User groups (Manager or Staff) The Multiple User Groups enable the client to limit different users to certain functions reports and enquires. Functionality within PRM includes the ability: to perform ad-hoc payments to perform refunds setup automatic delivery of payment details (reports) to a nominated address to enquire and report on all payments made 4. Tokenisation The Bambora solution allows for the collection of credit card data in the field. The card data will be tokenised and a transaction is able to be processed immediately. The token can then be uploaded into the Blackbaud software and be included in the standard Credit Card upload to Bambora for recurring transactions. This tokenisation option has been developed to be performed by 3 rd party vendors who specialise in onthe-street giving and are engaged by the Blackbaud client however the function could also be performed in-house by the Blackbaud client themselves. Bambora Pty Ltd ABN: Page 3 of 24 Last Updated 20 January 2017

4 3. Required Information Bambora Payments Processing Service AU v5.1 To complete this Agreement you will require the following: Requirement Details Agreement Section Your details Your Business and contact details Sections 6 & 7 Merchant facility details Provided by Your Bank Relationship Mgr Visa/MasterCard Merchant Number Visa/MasterCard Terminal Number (NAB only) Visa/MasterCard Merchant Category Code (MCC) Card Acceptor Location American Express Merchant Number (if applicable) Diners Merchant Number (if applicable) Section 8 Non-Aggregated Direct Debit Facility (optional) 6 digit APCA ID UPS Name (the name the bank assigns to the APCA ID) Settlement Account details Section 9.1 A copy of a Bank Statement which displays the settlement account details with the Company Name as provided in the Business Details section of this Agreement Aggregated Direct Debit Facility (optional) A copy of all signatories Drivers Licences (both sides). All signatures provided in the Declaration section of this document must match the signature on the driver s licence. Where a signature does not match the driver s licence signature the application will be rejected. Section 9.2 A copy of a utility bill showing the Business / Trading name and current address on it matching the Business Details section of this document. The name and contact details of the 3 rd party engaged to perform the tokenisation process Tokenisation (optional) Which service is required: o Tokenise only Section 10 o Tokenise and Purchase o Tokenise and Authorisation Monthly Bambora Fees (optional) Bank account details for the debiting of monthly Bambora transaction fees Section 11 Bambora Pty Ltd ABN: Page 4 of 24 Last Updated 20 January 2017

5 4. Service Establishment Process Bambora Payments Processing Service AU v5.1 The establishment of Your Payments Processing Service is a three step process. The establishment process is detailed below: 1. Documentation Complete this agreement in full. Forward completed agreement to Your Blackbaud Account Manager via or to the address below: Level 2, 65 Berry St, North Sydney, NSW 2060 Once Bambora receives Your completed agreement, You will be invoiced any set up fees (if applicable). 2. Implementation Your Blackbaud Account Manager will contact You to discuss any final details and agree a schedule for the project implementation. The service will be implemented in the Bambora test environment and released for User Acceptance Testing. Upon satisfactory completion of UAT, You will be required to Sign off on Demo via a Deliverables acceptance form that will need to be returned to Your Blackbaud Account Manager with a request to move the service into production. The service will be released into the production environment and Banking details loaded 3. Go Live Full end to end testing that includes processing a live test transactions (on each card type) should be processed to ensure correct flow of funds When settlement of funds has been confirmed You will be required to sign off via a Merchant go Live form Go live with service 5. Privacy Acknowledgment and Consent I/We acknowledge that I/We have made a request for a Payments Processing Service from Bambora. Bambora may use the information I/We provide for the purpose of providing the service, in accordance with the Privacy Act 1988 and the Privacy Amendment (Enhancing Privacy Protection) Act I/We understand that I/We may indicate by ticking the below box that my/our consent does not apply to the use or disclosure of information for Bambora marketing purposes. Tick this box if You do not wish to receive marketing information from Bambora. Bambora Pty Ltd ABN: Page 5 of 24 Last Updated 20 January 2017

6 6. Business Details Bambora Payments Processing Service AU v5.1 Please complete the below details in full. Contact Details Title & First Name Last Name Position Title Registered Business Name Business Details Trading Name ABN Phone Trading Address Address Suburb State & Postcode Postal Address (enter as above if same as Trading Address ) Address Suburb State & Postcode Bambora Pty Ltd ABN: Page 6 of 24 Last Updated 20 January 2017

7 Bambora Payments Processing Service AU v Documentation Recipient & PRM User Details 7.1 Recipient of Demo and Production Credentials (Access Sheets) Please provide the addresses to whom Bambora should provide the Demo and/or Production credentials. address Demo Production 7.2 Production Credentials Document SMS Password Recipient The Production Access Sheet document (containing the Production credentials) will be password protected. Please provide the mobile phone number (max one) to which Bambora should SMS the document password. The mobile number you provide will be used for no other purpose. Mobile Number 7.3 First User for Payments Relationship Manager (Bambora Payments Portal) Bambora provides an online portal where clients are able to access details of the processed transactions. Bambora will create an initial user account with administration rights to create other users. Please provide the details of the initial user below. First Name Last Name Address API User Address (if different to above ) First Administrator/User Details NOTE: It is the responsibility of the client to create and maintain their own PRM users. 7.4 Bambora Service Status Notifications Recipient(s) Bambora will subscribe the below addresses/mobile numbers to the Bambora Service Status page. This page provides details on the status of all operational aspects of Bambora s systems including link connection, portal and batch processing status. These addresses will receive notifications of any type of outage that may (or may not) affect the processing of your transactions. A status page link will be provided in each received to allow you to view the Status page itself. An unsubscribe link is also provided within the Mobile 1 (optional) Mobile 2 (optional) Bambora Service Status Notifications Recipients Bambora Pty Ltd ABN: Page 7 of 24 Last Updated 20 January 2017

8 Bambora Payments Processing Service AU v Credit Card - Merchant Facility Details Complete the below table with your Merchant ID details: Merchant Bank Details Merchant Bank Name Bank Relationship Mgr Name Bank Relationship Mgr Phone Bank Relationship Mgr Visa & MasterCard Merchant Details Merchant Number (mandatory) Merchant Category Code (mandatory) Card Acceptor Location (mandatory) Terminal Number (NAB only mandatory) American Express Merchant Details (if applicable) AMEX Merchant Number (10 digits) Name of Account Manager Account Manager Phone Diners Merchant Details (if applicable) Diners Merchant Number Name of Account Manager Account Manager Phone Bambora Pty Ltd ABN: Page 8 of 24 Last Updated 20 January 2017

9 Bambora Payments Processing Service AU v Direct Debit Facility (Aggregated and Non-Aggregated) This section is ONLY to be completed where the client requires a direct debit facility providing the ability to direct debit the bank accounts of end users/donors/customers. Additional fees apply for the setup of a Direct Debit facility. There are two Direct Debit facility options available to choose from: 1. Non-aggregated Direct Debit where You have a Direct Debit ID (APCA ID) against which all Direct Debit transactions are to be processed. 2. Aggregated Direct Debit where You do not have a Direct Debit ID and You wish Us to process Direct Debit transactions using the Bambora Direct Debit ID and disburse cleared funds to your nominated bank account seven (7) days after the Direct Debit file is processed. 9.1 Non-Aggregated Direct Debit Facility You will load Direct Debit files into PRM. There is currently no capability to accept Direct Debit files directly from the Blackbaud software. The transactions will be processed using your own APCA ID and cleared funds will be deposited into the account associated to your APCA ID within your bank s standard timeframe. If you complete this section, please do not complete section 9.2 (Aggregated Direct Debit). APCA ID (Direct Debit ID) (6 digits) UPS Name (Bank Assigned Name) Settlement Account BSB Non-Aggregated Direct Debit Settlement Account Number Westpac customers only to process Direct Debit transactions through Bambora it is imperative that you request a WIBS LITE service from Westpac. Failure to request this from Westpac may lead to significant delays in setup. Bambora Pty Ltd ABN: Page 9 of 24 Last Updated 20 January 2017

10 9.2 Aggregated Direct Debit Facility Bambora Payments Processing Service AU v5.1 You will load Direct Debit files into PRM. There is currently no capability to accept Direct Debit files directly from the Blackbaud software. The transactions will be processed using the Bambora APCA ID and cleared funds will be deposited into the Bambora Trust Account the following business day. Files submitted before 4:00pm (EST) will be processed on the same day. Any files submitted after 4:00pm (EST) will be processed the next business day. Seven (7) business days after the processing of the Direct Debit file, the cleared funds will be deposited into your nominated settlement bank account. NOTE: The timeframe for the set up of this facility is approximately 2 weeks for new clients. For existing clients, this should be able to be reduced. IMPORTANT: For Clients who currently use non-aggregated Direct Debit with Bambora, there will be a period (days) where no DD files will be able to be uploaded. This is a requirement to set up the service. If you complete this section, please do not complete section 9.1 (Non-Aggregated Direct Debit Facility). Settlement Account BSB Aggregated Direct Debit Settlement Account Number Settlement Account Name Name to be shown on donor s bank statement (max 16 characters) * Contact Name for Direct Debit Claims/Disputes ** Contact Phone for Direct Debit Claims/Disputes ** Contact for Direct Debit Claims/Disputes ** Supporting Docs Drivers Licence(s) Bank Statement Utility Bill All signatures in the Declaration section of this document must match the signature on the driver s licence(s). If signature(s) do not match the application will be rejected. Must display the settlement account details with the Company Name as per the Business Details section Must show the Business / Trading name and current address matching the Business Details in this document. * Enter the business or trading name (max 16 characters) you wish to appear on the donor s bank statement against the transaction. Often company/trading names are longer than 16 characters, so you may need to reduce the text. NOTE: Some banks disregard this field. Bambora does not always control what appears on the donor s statement. Text entered will be converted to all uppercase. ** Bambora may receive a request from the bank to provide proof that a direct debit is legitimate. It is an absolute requirement that Bambora obtain a contact point where such proof can be obtained. Failure to provide proof within 2 (two) business days will result in Bambora debiting (a clawback ) the transaction amount from Your settlement bank account. See section 7 of the Fees and Charges Appendix for details on fees incurred if this clawback debit itself dishonours. Bambora Pty Ltd ABN: Page 10 of 24 Last Updated 20 January 2017

11 Bambora Payments Processing Service AU v Tokenisation This section is ONLY to be completed where the client has engaged a 3 rd party* to capture card details of donors in the field for tokenisation. The tokenisation capability provided by Bambora allows Blackbaud clients to: securely collect and tokenise credit card data from donors on the street or online use the tokenised card data to process an immediate purchase or pre-auth transaction submit the token as part of the standard upload to Bambora for ongoing recurring donations The solution allows a party either You the NFP* - or a 3 rd party engaged by You - (both referred to in this document as a Token Partner ( TP ) to integrate directly into the Bambora system to utilise either an API or an Integrated Hosted Payment Page (ihpp) to capture the card data. The Token Partner will then capture the data using either: Secure Remote API if the TP is already PCI Compliant and so is able to store Credit Card data to be sent to Bambora via API. Integrated Hosted Payment Page (ihpp) where the donor s card details are entered securely into an Bambora hosted page. Please complete the following table with the details of the 3 rd party who will be capturing the card details: Company Name of 3 rd party entity Contact Name Token Partner Information Contact Contact Phone Integration Method (one only) Function Required (one only) Secure Remote API (please also complete section 10.1) Integrated Hosted Payment Page (ihpp) Tokenisation only Tokenisation and Purchase Tokenisation and Pre-auth NOTE: You must ensure your MID is capable of pre-authorisation if you wish to perform pre-authorisation. Bambora will liaise directly with the above entity the Token Partner to integrate into the Bambora API or ihpp. It is Your responsibility to ensure you are able to obtain the Bambora Token from the TP once the token has been generated. You must engage Blackbaud on how this token is to be uploaded to the Blackbaud software. * A Blackbaud client could perform the function that would normally be performed by a 3 rd party if they have the expertise to perform in-the-field donor signups and have the development capability to integrate directly into the Bambora API or ihpp. Bambora Pty Ltd ABN: Page 11 of 24 Last Updated 20 January 2017

12 10.1 Token Partner integration signoff Bambora Payments Processing Service AU v5.1 By signing the following, the client commits that the following statements are true: 1. The client provides consent to Bambora to grant a 3 rd party TP access to process payments against Your Merchant Facility via API or ihpp. 2. Where API is used the client acknowledges their responsibility to ensure the 3 rd party TP is PCI-DSS compliant. Confirmation of agreement of above terms where a TP is being engaged (to be signed by the client) Signatory Name Date Signed Signature Bambora Pty Ltd ABN: Page 12 of 24 Last Updated 20 January 2017

13 Bambora Payments Processing Service AU v Direct Debit Request for Bambora Fees & Charges This section of the Agreement authorises Bambora to direct debit Your nominated bank account for any monthly fees and charges to be paid to Bambora. I/We hereby request and authorise Bambora Pty Ltd (Debit User No & ) to debit my/our nominated bank account identified below through the Bulk Electronic Clearing System any amount that Bambora may debit or charge in accordance with the Direct Debit Service Agreement set out below. If you do not complete this section, Bambora will request payment upon receipt of the monthly Bambora invoice. Bank Details Name of Bank Account Name BSB Account Number Signatory 1 Name 1 Date Signed Signature 1 Signatory 2 Name 2 Date Signed Signature 2 Bambora Pty Ltd ABN: Page 13 of 24 Last Updated 20 January 2017

14 Bambora Payments Processing Service AU v Declaration/Authorisation & Acknowledgement I/We declare that the information contained in this Agreement is true and correct in every particular and it is upon this basis that I/We engage Bambora to provide the Payments Processing Service. I/We have read, understood and accept the Privacy Acknowledgement and Consent on this form and consent to such use and disclosure of my/our information to perform the service. I/We have read understood and agree to the attached Terms and Conditions inclusive of: DDR Service Agreement; Schedule - Credit Card Processing Schedule - Direct Debit Processing Fees & Charges Schedule; I/We are authorised signatories of the business identified in the Business Details section of this document. NOTE: If an Aggregated Direct Debit facility is being applied for, the following requirements must also be met (the supporting documentation required is detailed in Section 3): the signatory must be listed as a Director in the company ASIC entry Where more than one Director exists, at least two must sign this document The below signatures MUST match the Driver s Licence (failure to match will result in a rejected application) as per Section 9.1. Name 1 Signatory 1 (Must be Director for Aggregated DD application) Date Signed Signature 1 Name 2 Signatory 2 (Must be Director for Aggregated DD application) Date Signed Signature 2 Bambora Pty Ltd ABN: Page 14 of 24 Last Updated 20 January 2017

15 13. Terms and Conditions Bambora Payments Processing Service AU v5.1 Payments Processing Service This Agreement constitutes the entire Agreement between You and Us. To the fullest extent permitted by law, all agreements, negotiations, statements, communications, representations and warranties not expressed in this Agreement are expressly excluded. In this Agreement, words denoting the singular shall include the plural and vice versa. References to clauses are references to clauses in this Agreement. 1. P a r t i e s This Agreement is made between Bambora Pty Ltd ABN (registered at Lvl 2, 117 Clarence St, Sydney 2000) and the party identified in the Business Details section of this document. 2. D e f i n it i o n s Account means the bank account or credit card nominated by You for acceptance of debit entries under this Agreement and for related purposes. Agreement means these terms and conditions, the Direct Debit Service Agreement, the Fees and Charges Schedule and all other attached schedules. Confidential Information means information that is marked Confidential or Proprietary or that a reasonable person would treat as such. DDR means Direct Debit Request. Merchant Service Fee means the percentage fee charged per transaction for the operation of the credit card facility. Person includes a company or corporation. Rules means the card scheme rules set by MasterCard, Visa and Bankcard from time to time. Service(s) means the Payments Processing Service defined in this document under the heading of Service Description. Transaction means a line item that appears in the Bambora transaction history database. Users mean Your customers We, Us, Our means Bambora Pty Ltd (ABN ) which provides the Payments Processing Service. You, Your means the business identified in the Business Details section of this document. 3. Contractual Relationships By signing the Agreement for the Payments Processing Service You agree to accept these Terms and Conditions and all attached schedules associated with the provision of the Services. transaction. After the initial term the Agreement will be automatically extended for additional terms of 1 year. 5. Payments Processing Service Provided that You and / or the Users are able to connect to the Service, We make available to You the Services described in this document under the heading of Service Description. 6. Service Levels We provide a highly available, reliable and comprehensive Payments Processing Service. The standard service levels are: Service Availability: 24 hrs/day; 7 days/week; 365 days/year. Help Desk Support: 9am to 5pm EST weekdays. After hours, online, automated or onsite support: Available via additional arrangement. Uptime: 99% 7. Decline s From time to time transactions will be declined. Declined transaction will be reported to You as an exception. Declines are to be followed up by You with the payer directly. 8. Enquiries and Statements An online facility is provided at (or some other designated location) for review of all transactions processed. At the end of each month all transactions, fees and charges are summarized into an invoice. This invoice will be ed to You. Where your enquiry is not resolved by reviewing the transactions online You can contact Us by at support@ippayments.com or call Us on however Blackbaud Support is your first point of contact regarding support queries. 9. Reporting Errors We are not responsible for any communication errors, including without limitation errors in reporting authorisations or declines, arising from or related to errors by the Bank or Charge Card Company and are communicated by Us to You. To the fullest extent permitted by law, all liability by Us for such errors is expressly excluded. Any claims with respect to such errors shall be raised directly with the Bank or Charge Card Company by You or the User. 4. Contract Term The term is for a period of 3 years, unless terminated earlier in accordance with this Agreement. The term will commence upon processing of the first live Bambora Pty Ltd ABN: Page 15 of 24 Last Updated 20 January 2017

16 Bambora Payments Processing Service AU v Password Security You must ensure that Your Service user name and password are kept secure and not disclosed to anyone. If You suspect that the security of Your user name and password has been breached then You must ensure that: Your password is changed on the Bambora website. We are promptly notified of the suspected breach 11. Variations and Amendment of Terms and Conditions We may vary any of these conditions and any operating reference or user guide, including fees and charges with 14 days notice. You will also be informed of any changes via . You shall be deemed to have accepted any variation or amendment notified to You unless You provide Us with written notice within 10 days from the notice of amendment or variation that You refuse to accept the variation or amendment. If You refuse to accept the variation or amendment, this Agreement will be deemed terminated. 12. Termination A party may terminate this Agreement immediately by notice in writing to the other party in the event that the other party: fails to observe, discharge or perform any provision of this Agreement (Default) and then fails to remedy that Default within twentyone (21) days after written notice specifying the particulars of the Default has been given to it; commits any act of insolvency; is presented with a creditors petition, or a resolution is passed by its shareholders or directors, for the winding up of that other party; or it enters into a compromise or arrangement with creditors or a receiver, administrator or official manager is appointed in respect of its business or assets A party may terminate this Agreement with effect from the end of the initial term (or with effect from the end of any extended term) by giving the other party not less than one hundred and eighty (180) days notice in writing prior to the end of the initial term (or prior to the end of any extended term, as the case may be) The termination or expiry of this Agreement (howsoever caused or arising) does not affect any of Your or Our rights, remedies and obligations that arose on or before it terminated or expired (as the case may be) If a notice of termination is given to You pursuant to clause 12.1, We may, in addition to terminating this Agreement: retain any moneys paid (apart from monies due to Users as a result of selling a product or service); charge a reasonable sum for work performed in respect of work for which no such amount has been previously charged; retake possession of all Our property in Your possession; be regarded as discharged from any further obligations under this Agreement; and pursue any additional or alternative remedies provided by law. 13. Charges and Payment You must pay the fees under the terms specified in this Agreement. You must pay the fees within 7 days after the date of Our invoice. If a fee change is necessary, Bambora will notify You in writing at least 14 days prior to the fee change coming into effect. If You request additional services or a variation to the existing Service (other than bug fixes), these requests will be assessed and costed by Bambora. We will invoice You for all development work. Invoices will be electronically presented. Payments of invoices are to be via DDR, EFT or company cheque. If fees remain unpaid for a period of 14 days We have the right to withdraw the service. Where We have engaged an agent to collect overdue fees We have the right to also collect interest on overdue fees and recover all costs incurred collecting these fees. You and Your Users bank fees and charges remain the responsibility of You and the User. 14. GST The provisions of this clause apply only where a supply under this Agreement constitutes a taxable supply under the GST Act. Except as otherwise provided by this clause, all consideration payable under this Agreement in relation to any supply is exclusive of GST. To the extent that any supply under this Agreement constitutes a taxable supply, the consideration payable by You to Us will be increased by the applicable amount of GST (GST Amount), which shall be calculated by multiplying the amount upon which GST is payable by the prevailing rate of GST. We must provide to You a valid tax invoice at or prior to the time of payment of any GST Amount. To the extent that any adjustment occurs in relation to a taxable supply, We must issue an Adjustment Note to the You within 7 days of becoming aware of the adjustment, and any payment necessary to give effect to such adjustment must be made within 7 days after the date of receipt of the adjustment Note. 15. Intellectual Property Bambora Pty Ltd ABN: Page 16 of 24 Last Updated 20 January 2017

17 Bambora Payments Processing Service AU v5.1 You agree that all Intellectual Property Rights in any specifications, works, items, software, materials or information of whatever nature produced or developed by Us or under Our direction pursuant to or in the course of providing the Service shall remain the sole and complete property of Us. You grant to Us a license for the limited use of Your logos and trademarks as contemplated by this Agreement for the purpose of building a branded service. 16. Non Exclusivity This Agreement is non-exclusive. 17. Confidentiality Both parties must keep confidential, maintain proper and secure custody of and not use or reproduce in any form the Confidential Information unless with the other party s prior written consent or as required by law. Each party must immediately in accordance with the other party s request deliver to the requesting party or destroy all Confidential Information and all changes to, reproductions of, extracts from and notes regarding the Confidential Information, in any form. 18. Exclusion of Implied Terms Subject to clause 19.1, the parties intend and agree that all conditions, warranties, representations, indemnities and guarantees with respect to the Services (or any other goods or services that may be supplied or performed by Us under this Agreement), that but for this clause would otherwise be implied by statute, law, equity, trade custom, prior dealings between the parties or otherwise are not included in this Agreement and are hereby expressly excluded. 19. Exclusion of Liability Nothing contained in this Agreement excludes, restricts, limits or modifies any: condition, warranty, guarantee or obligation in relation to the Services where pursuant to an applicable law to do so is unlawful or void; or right, or the exercise of any right, conferred by an applicable law where pursuant to that law to do so is unlawful or void; or liability for an act or omission (including fraud or deceit) where pursuant to applicable law to do so is unlawful or void; or liability for death or personal injury Subject to clause 19.1, We hereby exclude any liability to You or to any User or to any third party under or in connection with this Agreement or in respect of the performance, part-performance or non-performance of the Services for: any loss, damage, cost or expense that is caused directly or indirectly by: any third party; acts or omissions that were expressly or impliedly authorised by You or by Your employees or agents; products (including any hardware or software) not licensed or supplied by Us; acts of God or acts outside Our control; or any breach of Your obligations or responsibilities set out in this Agreement; loss of earnings, revenue, profit or income; loss of or failure to accrue an expected benefit, including anticipated savings; loss of business opportunities; business interruption costs or expenses; loss of or damage to goodwill or reputation; reliance costs or expenses suffered or incurred; liability to any third party; or incidental, consequential, special, exemplary or punitive damages of any nature. 20. Limitation of Liability Except to the extent otherwise excluded, limited or provided for elsewhere in this Agreement, Our sole liability to You for any and all breaches of any term or terms of this Agreement, whether express or implied, shall be limited to: the supplying of the Services again; or the payment of the cost of having the Services supplied again, as We may elect. Bambora Pty Ltd ABN: Page 17 of 24 Last Updated 20 January 2017

18 Bambora Payments Processing Service AU v No representation or reliance Each party acknowledges and confirms that no other party (nor any person acting on a party's behalf) has made any representation or other inducement to it to enter into this Agreement, except for representations or inducements expressly set out in this Agreement Each party acknowledges and confirms that it does not enter into this Agreement in reliance on any representation or other inducement by or on behalf of any other party, except for representations or inducements expressly set out in this Agreement Without limiting the generality of clauses 21.1 and 21.2, You acknowledge that: no promise, representation, warranty or undertaking has been made or given by Us or any person on Our behalf in relation to the capacity, uses or benefits to be derived from, or any other consequences of or benefits to be obtained from the Services, or any other goods or services provided under this Agreement, except as expressly set out in this Agreement; and You relied on Your own skill and judgment when You decided to procure the Services from Us and to enter into this Agreement. enforceable variations to this Agreement that may be necessary in order to achieve, to the greatest extent possible, the same commercial effect as would have been achieved by the clause, or the part of the clause, in question. 24. Governing Law This Agreement will be governed by and construed according to the law of NSW, Australia. The parties irrevocably and unconditionally submit to the nonexclusive jurisdiction of the courts and tribunals of that State and waive any right to object to proceedings being brought in those courts or tribunals 25. Entire Contract To the extent permitted by law, in relation to its subject matter, the parties intend and agree that this Agreement: embodies and constitutes the entire legal and contractual relationship of the parties, including the entire terms agreed by the parties; and supercedes, replaces and terminates by mutual consent any prior written or oral representations, negotiations, understandings. 22. Force Majeure In the event that either party shall be prevented from performing any of its obligations due under the terms of this Agreement by an act of God, by acts of war, terrorism, riot, or civil commotion, by an act of the government (State, Federal or municipal), by strikes, fire, flood, or by the occurrence of any other event beyond the control of the Parties hereto, that party shall be excused from any further performance of the obligations and undertakings set forth under the terms of this Agreement. 23. Severability If any term or clause or any part of any term or clause of this Agreement is prohibited, void, invalid or otherwise unenforceable in any jurisdiction, the term or clause, or the relevant part of the term or clause, will be deemed as to that jurisdiction to be severed to the extent that it is prohibited, void, invalid or unenforceable in that jurisdiction but the remainder of that term or clause (and the whole of this Agreement in any other jurisdiction) will remain in full force and effect In the event of any deemed severance pursuant to clause 23.1, the parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and Bambora Pty Ltd ABN: Page 18 of 24 Last Updated 20 January 2017

19 Bambora Payments Processing Service AU v Direct Debit Request (DDR) Service Agreement Debit User s name: Bambora Pty Ltd ABN: Debit User IDs: and This Service Agreement sets out the terms on which We accept and act under a Direct Debit Request ( Your Direct Debit Request ) You give Us to debit amounts from Your bank account or credit card under the Direct Debit System. It is additional to the arrangement under which You make payments to Us. In terms of the Direct Debit Request arrangements made between Us and signed by You, We undertake to periodically debit Your nominated bank account for the amounts identified in the Fees and Charges Schedule below. Drawing arrangements The drawings under this Direct Debit request will occur as follows: At the end of each month You will be debited the monthly services fees and payments processing fees On an exception base (dishonor fees etc. see fees and charges schedule below) If any drawing falls due on a non-business day, it will be debited from Your account on the next business day following the scheduled drawing date. We will give You at least 14 days notice when changes to the initial terms of the arrangement are made. If You wish to discuss any of the notified changes to the initial terms please contact our customer service team by at support@ippayments.com Your rights Changes to the arrangement If You want to make changes to the drawing arrangements, please contact our customer service team by at support@ippayments.com These changes may include: Deferring the drawing; or Altering the schedule; or Stopping an individual debit; or Suspending the DDR; or Cancelling the DDR completely. Enquiries Direct all enquiries to Us, rather than to Your Financial Institution, and these should be made at least 3 working days prior to the next scheduled drawing date. All communication addressed to Us should include You re: Contact name Business name Address Contact telephone number We will not disclose to any person any information You give Us on Your Direct Debit Request, which is not generally available, unless: You dispute any amount We draw under Your Direct Debit Request You consent to that disclosure; or We are required to disclose that information by law. Disputes If You believe that a drawing has been initiated incorrectly, We encourage You to take the matter up directly with Us by contacting our customer service team by at support@ippayments.com If You do not receive a satisfactory response from Us within 14 days, contact Your Financial Institution who will respond to You with an answer to Your claim: Within 5 business days (for claims lodged - within 12 months of the disputed drawing); or Within 30 business days (for claims lodged more than 12 months after the disputed drawing) You will receive a refund of the drawing amount if We cannot substantiate the reason for the drawing. Note: Your Financial Institution will ask You to contact Us to resolve Your disputed drawing prior to involving them. Your commitment to Us It is Your responsibility to ensure that: Your nominated account can accept direct debits (Your Financial Institution can confirm this); and That on the drawing date there is sufficient cleared funds in the nominated account; and That You advise Us if the nominated account is transferred or closed. That You advise Us of Your new credit card expiry date. If Your drawing is returned or dishonored by Your Financial Institution You will receive an explaining that the DDR has been declined and that You may be charged a dishonor fee. The drawing and dishonor fee will be recovered by re-drawing on Your account in 7 days. Will charge You for any fees charged to Us by Your Financial Institution as a result of the reject If the redrawing from Your account is again declined We may recover the drawing and fees via the next scheduled settlement. Bambora Pty Ltd ABN: Page 19 of 24 Last Updated 20 January 2017

20 Bambora Payments Processing Service AU v5 15. Schedule Credit Card Processing 1. Definitions Bank issued credit card ecommerce/moto Merchant Facility ID means that identification number supplied by a bank that allows You to accept credit card payments via the internet. Cardholder means a person to whom a Credit Card has been issued. Chargeback means a transaction that a Cardholder disputes that appears on their credit card statement and is subsequently reversed back to the Cardholder. Charge Card ecommerce/moto Merchant Facility ID means that identification number supplied by an issuer of charge cards that allows You to accept charge card payments via the internet or telephone. Credit Card means: a valid financial transaction card issued by a member or affiliate of MasterCard on which the MasterCard marks appear a valid financial transaction card issued by a member or affiliate of Visa on which the visa marks appear a valid credit or charge card issued by either Amex or Diners. Credit Card Receipt means an approved receipt signed by the Cardholder. We, Us, Our means Bambora Pty Ltd (ABN ) which provides the Payments Processing Service. You, Your means the business identified in the Business Details section of this document. 2. Processing Credit Card Transactions This facility enables to You to accept the following: Credit cards* - Visa and MasterCard Charge cards** - Amex and Diners * Where You supply a credit card ecommerce/moto merchant facility ID. * * W h e r e Y o u s u p p l y a c h a r g e c a r d ecommerce/moto merchant facility ID Credit Card and Charge Card transactions processed on line real time to Your provider of Merchant Facilities. Payments are settled to Your bank account in accordance with the merchant Agreement You hold with Your merchant facility provider. 3. Chargebacks Credit Card and Charge Card Chargebacks are not our responsibility but are a matter between You and the merchant facility provider that has issued You the ecommerce/moto processing facility. To the fullest extent permitted by law, all liability by Us for Credit Card and Chargeback s is expressly excluded. 4. Processing Times Credit Cards This is governed by Your provider of Merchant Facilities, however typically:- Transactions that occur before 6.00pm AEST each business banking day are processed on that business banking day. Transactions that occur after 6.00pm AEST on a business banking day are processed on the next business banking day. Transactions that occur on non-business banking days (weekends, public holidays, and bank holidays) are processed on the next business banking day. 5. Authorisation An authorisation only confirms the Cardholder has funds available to cover the payment, and the card has not been reported lost or stolen. It does not protect You from the possibility of subsequent chargeback s or disputes. 6. Void / Stop Payments Once a credit card or charge card payment has been authorised it cannot be voided or stopped. You must offer the Cardholder a refund or exchange of goods worth the same amount as the original purchase. 7. Refunds The Payments Processing Service allows You to process credit and charge card refunds electronically. 8. Cardholder Obligations You must carry out all Your obligations to the Cardholder in connection with a transaction before You pass the transaction information to Us. You must not make any statement or representation about goods and services which may place Us under any obligation to the Cardholder. We do not guarantee any Cardholder s Credit worthiness. You cannot claim against Us for any loss You suffer because a Cardholder is not creditworthy. Bambora Pty Ltd ABN: Page 20 of 24 Last Updated 20 January 2017

21 Bambora Payments Processing Service - AU v5 16. Schedule Direct Debit Processing 1. Definitions ADI means an Authorised Deposit Taking Institution. Account Holder means the authorised signatory of the bank account. BECS means Bulk Electronic Clearing System Direct Debit means a debit transaction processed to a Bank Account Dishonor means a transaction that is subsequently reversed back to the Account Holder. Bank Account means a valid financial account held with an ADI that is a member or affiliate of the BECS payment system DDR means an approved Direct Debit Request signed by the Account Holder. User ID means the identification number supplied by a bank that allows You to accept direct debit payments. We, Us, Our means Bambora Pty Ltd (ABN ) which provides the Payments Processing Service. You, Your means the business identified in the Business Details section of this document. 2. Processing Direct Debit Transactions This facility enables to You to accept the following Direct Debit* transactions: * Where You supply a Direct Debit User ID * Where the Bambora Direct Debit User ID ( and ) is used Direct Debit transactions are lodged with Us in real time and processed to the bank in an end of day batch. When processing using Your Direct Debit User ID, payments are settled to Your bank account in accordance with the Direct Debit User ID Agreement You hold with Your bank. When processing using Bambora Direct Debit User ID, payments are settled to Your bank account 7 business days after the DD file is submitted to the Bank. We have no obligation to make payment to You in relation to a debit instruction unless we have received the amount referred to in the debit instruction in cleared funds from the account holder s financial institution. 3. Dishonors Where You supply a Direct Debit User ID, dishonors are not Our responsibility but are a matter between You and the provider that has issued You the User ID and or the Account Holder. To the fullest extent permitted by law, all liability by Us for Dishonors is expressly excluded. Where You use the Bambora Direct Debit User ID, dishonours will be processed against Our Trust Account and the appropriate charge will be applied to You (see Fees and Charges). 4. Processing Times Direct Debits Direct Debit files uploaded into PRM before 4.00pm AEST/AEDT each business banking day are processed on that business banking day. Direct Debit files uploaded into PRM after 4.00pm AEST/AEDT on a business banking day are processed on the next business banking day. Transactions that occur on non-business banking days (weekends, public holidays, and bank holidays) are processed on the next business banking day. 5. Requirements when using Bambora Direct Debit User ID to process Direct Debits You are required to maintain a signed and complete copy of the DDR for a period of 7 years from the date of the last transaction. You must make available to Us the DDR as proof of authority to debit the account holders account within 3 business days of Us making such a request. If You are unable to provide a valid DDR within this time, You will be liable for unauthorised payments made by the account holder to You. Such transactions will be debited from Your nominated settlement account. This will also result in a Dishonour Fee being applied to You. (see Fees and Charges) as the transaction in question will be marked as Dishonoured. 6. Direct Debit Disputes/Dishonours You acknowledge that in the event of a direct debit payment being dishonoured, rejected, invalidated or found to be unauthorised after funds have been credited to Your settlement account, we will reverse the payment from Your settlement account. You authorise Us to debit Your nominated settlement account for any amount for the purpose of reversing a disputed, dishonoured, rejected, invalid or unauthorised payment. If such a debit is itself dishonoured, Fees will be applied as per the Fees and Charges section. 7. Receipt An Bambora receipt number only confirms that the payment has been submitted to the Bank for processing. It does not protect You from the possibility of subsequent Dishonors or disputes. 8. Void / Stop Payments Once a Direct Debit payment has been lodged it can be voided or stopped until the status has changed to submitted. After the status has changed to submitted or cleared You must offer the Cardholder a refund or exchange of goods worth the same amount as the original purchase. Bambora Pty Ltd ABN: Page 21 of 24 Last Updated 20 January 2017

22 Bambora Payments Processing Service - AU v5 9. Refunds The Payments Processing Service does not allow You to process refunds electronically. 10. Account Holder Obligations You must carry out all Your obligations to the Account Holder in connection with a transaction before You pass the transaction information to Us. You must not make any statement or representation about goods and services which may place Us under any obligation to the Account Holder. We do not guarantee any Account Holder s creditworthiness. You cannot claim against Us for any loss You suffer because an Account Holder is not creditworthy. Bambora Pty Ltd ABN: Page 22 of 24 Last Updated 20 January 2017

23 Bambora Payments Processing Service - AU v5 17. Schedule Fees and Charges Please note this schedule is preferred pricing for Blackbaud customers. The fees and charges (excluding GST) are: 1. Set Up Fee You agree to pay a setup fee of: Service Implementation Fee: Waived Direct Debit Implementation Fee (if required): $ This fee includes the setup of up to two (2) divisions/accounts. You will be provided with an invoice requesting that You pay the setup fee within 7 days. 2. Monthly Service Fee You agree to pay a monthly service fee of: Monthly Service Fee: Waived You, by signing the direct debit request form, authorise Us to debit the nominated account for the corresponding monthly service fee for the month. You will be provided with an invoice at the end of the month stating You will be automatically debited 7 days from the date of invoice. If the direct debit request form is not signed then You will be invoiced at the end of the month. 3. Credit Card Transaction Fee Both accepted and declined credit card transactions will incur a transaction fee. You agree to pay a transaction fee of: Credit Card Transaction Fee $0.15 You, by signing the direct debit request form, authorise Us to debit the nominated account for the corresponding transaction fee for the transactions processed throughout the month. You will be provided with an invoice at the end of the month stating You will be automatically debited 7 days from the date of invoice. If the direct debit request form is not signed then You will be invoiced at the end of each month. 4. Bank Account Direct Debit Transaction Fee Nonaggregated Facility Where You process Direct Debit transactions using Your own APCA ID, both successful and declined/dishonoured bank account direct debit transactions will incur a transaction fee. You agree to pay a transaction fee of: Bank Account Direct Debit Transaction Fee $0.18 You, by signing the direct debit request form, authorise Us to debit the nominated account for the corresponding transaction fee for the transactions processed throughout the month. You are responsible for paying any direct debit fees levied by the Bank for direct debit transactions both accepted and declined. You will be provided with an invoice at the end of the month stating You will be automatically debited 7 days from the date of invoice. If the direct debit request form is not signed then You will be invoiced at the end of each month 5. Bank Account Direct Debit Transaction Fee Aggregated Facility Where You process Direct Debit transactions using the Bambora Direct Debit ID, each deposit and decline/dishonour direct debit transactions will incur separate transaction fees. You agree to pay the transaction fees of: Bank Account Direct Debit - Deposits $0.18 Bank Account Direct Debit - Dishonours $1.25 When a transaction is processed, You will be charged 18c. If the transaction is subsequently declined, You will be charged a further $1.25. You, by signing the direct debit request form, authorise Us to debit the nominated account for the corresponding transaction fee for the transactions processed throughout the month. You are responsible for paying any direct debit fees levied by the Bank for direct debit transactions both accepted and declined. You will be provided with an invoice at the end of the month stating You will be automatically debited 7 days from the date of invoice. If the direct debit request form is not signed then You will be invoiced at the end of each month 6. Token Storage Fee Where You utilise the Bambora tokenisation function, You agree to pay a monthly token storage fee of: Monthly Token Storage Fee $50.00 The monthly fee will commence being charged in the month following the solution moving into Production. You, by signing the direct debit request form, authorise Us to debit the nominated account for the corresponding monthly token storage fee. You will be provided with an invoice at the end of the month stating You will be automatically debited 7 days from the date of invoice. If the direct debit request form is not signed then You will be invoiced at the end of each month and you will be required to pay the invoice within 7 days. 7. Extra Divisions/Accounts Fee You agree to pay a setup fee for any additional divisions/accounts that may be requested above the two (2) already included. You agree to pay an extra fee of: Extra Division Fee (per division/account) $ You, by signing the direct debit request form, authorise Us to debit the nominated account for the corresponding extra division fee. You will be provided with an invoice at the end of the month stating You will be automatically debited 7 days from the date of invoice. Bambora Pty Ltd ABN: Page 23 of 24 Last Updated 20 January 2017