ACH Activities. Company, with the mutual consent of Merchant is acting on Merchant’s behalf and for the benefit of Merchant in directing WFB to transfer Merchant funds from the Operating Account to other accounts. Company represents that Company has been authorized by each Merchant to act on such Merchant’s behalf relating to the Operating Account and to direct WFB accordingly. Company, upon request by WFB, can supply documentation proving such authority. The terms and conditions under which WFB agrees to provide funds transfers from the Operating Account based on Company’s authorization, direction, and control on behalf of Merchants shall be addressed in a separate ACH processing agreement between Company and its ACH processor.
ACH Activities. The terms and conditions applicable to the ACH processing services provided to Company by WFB shall be set forth in that certain Master Agreement for Treasury Management Services (including in particular the Service Descriptions thereto that pertain to ACH processing services) that will be executed by WFB and Company prior to commencement of the Transaction Card Services (the “ACH Agreement”). ARTICLE 7 PAYMENT FOR SERVICES AND EXPENSES 7.1 WFB Fees & “Pass Through” Costs & Expenses. In consideration for WFB's services under this Agreement, Company agrees to pay the amounts set forth in Schedule 7.1. Company further agrees that all reasonable out-of-pocket third party expenses that WFB incurs in connection with creating, maintaining and terminating the WFB services referred to in this Agreement shall be passed through to Company, as described to Schedule 7.1. Specifically, WFB shall charge the Settlement Account, at actual out of pocket cost and without markup, amounts necessary to cover the following charges (including any applicable taxes): 7.1.1 All Payment Company acquiring Interchange fees, Transaction charges, frequency charges, application fees, dues and other fees which may be applicable that are specific to the Company or the Merchants; 7.1.2 Interbank clearing fees incurred in connection with the transmittal by WFB of funds to Merchants; 7.1.3 All initial and annual Contracted Party registration fees charged to WFB by any Payment Company; 7.1.4 All fines or penalties paid by WFB to a Payment Company resulting from Company's violation of the Payment Company Rules or directives of any Payment Company; 7.1.5 All chargeback losses owed by WFB to any Payment Company arising from a Merchant's insolvency or failure to pay; 7.1.6 Merchant fines owed by WFB to any Payment Company because of Merchants' insolvency or failure to pay; and 7.1.7 All reasonable, actual and documented expenses and fees paid to third parties, which are (a) incurred in maintaining the sponsorship relationship by WFB on behalf of Company (including but not limited to, WFB's retention of outside lawyers or other third party service providers for consulting services in relation to any legal, regulatory or any matters that may arise under, or in connection with, this Agreement) and (b) over and above those ordinary overhead expenses typically incurred by WFB during normal operation of the sponsorship relationship. To the extent commercially reasonable, WFB will give Company advance no...
ACH Activities. The terms and conditions applicable to the ACH processing services provided to Company by WFB shall be set forth in that certain Master Agreement for Treasury Management Services (including in particular the Service Descriptions thereto that pertain to ACH processing services) that will be executed by WFB and Company prior to commencement of the Transaction Card Services (the “ACH Agreement”).
