Third-Party Senders Clause Samples
The Third-Party Senders clause defines the responsibilities and obligations of parties that initiate transactions on behalf of others within a payment or processing system. It typically outlines the requirements for third-party senders to comply with applicable laws, maintain accurate records, and ensure the integrity of transactions they process for their clients. This clause helps clarify accountability and risk allocation when intermediaries are involved, ensuring that all parties understand their roles and reducing the potential for disputes or regulatory violations.
Third-Party Senders. When Customer is acting in the capacity of a Third-Party Sender, as defined by the Rules, the following additional terms and conditions shall apply with regard to the initiation of ACH transactions by Customer on behalf of one or more commercial companies other than Customer, with Bank acting as ODFI for the purpose of processing and settling such entries:
a. It shall be the responsibility of Customer to ensure the origination of ACH transactions complies with U.S. law, and as such, Customer represents and warrants that it will not transmit to Bank any Entries that violate U.S. law and that its Originator(s) will not initiate Entries that violate U.S. law.
b. Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules. The term "Entries" shall have the meaning provided in the Rules and shall also mean the data received from Customer hereunder from which the Bank prepares Entries.
c. For Entries of which Customer is not the Originator, Customer represents and warrants that each Originator has agreed to assume the responsibilities of an Originator under the Rules and has entered into a valid written agreement with its Originator that satisfies the requirements of Subsection 2.2.1.1 of the Rules (the “Originating Agreement”).
d. It is the responsibility of Customer, when acting in the capacity of the Third-Party Sender, to set, monitor, and review exposure limits for Originators or other third-party senders with which it has relationships.
e. In the event the Customer or any of its Originators violates any of the applicable Rules and NACHA imposes a fine on Bank because of the Third-Party Sender’s violation, Bank may charge the fine to Customer.
f. In addition to any other duties, responsibilities, warranties, representations and liabilities under this Agreement, for each Entry transmitted by Customer to Bank, except for any Entry initiated by Customer as an Originator, Customer represents and warrants to Bank and agrees that Customer shall perform all duties and assume all responsibilities of a Third-Party Sender in accordance with the Rules and accordingly, Customer shall. (a) perform all of the duties, including, but not limited to, the duty to identify Originators; (b) assume all of the responsibilities, including, but not limited to, the responsibilities of ODFIs and Originators; (c) make all of the warranties, including, but not limited to, the warranties of ODFIs and the warranty that Originators have agreed to assu...
Third-Party Senders. If you are a Third-Party Sender, as defined in the ACH Rules, the following additional terms shall apply:
i. You agree to assume all liabilities and duties as a Third-Party Sender in accordance with the ACH Rules and assumes all liability for failure of a Client to perform its obligations as an Originator.
ii. You authorize us to charge your account for any fines or penalties assessed by NACHA, OFAC or any organization incurred as a result of non-compliance by your or its Clients.
iii. You are responsible to, and shall provide, us a list of all Clients where it acts on their behalf as a Third-Party Sender and agrees to provide information including the Client name, address, and any additional information required by us.
iv. We must approve any new Client prior to you originating Entries for the Client.
v. You must enter into a written agreement with its Clients to establish the following terms: • Clients shall be bound by the ACH Rules. • Clients assume the responsibilities and obligations of an Originator. • Clients are required to obtain authorization from every Receiver for all ACH Entries in accordance with ACH Rules. • You shall be permitted to set and modify exposure limits for Client activity.
vi. You shall conduct regular audits of their Clients.
vii. You acknowledge and agrees that it will be responsible for establishing and maintaining procedures to conduct periodic audits of its Clients to ensure the Client’s ACH Rule compliance and monitor its Clients’ creditworthiness and exposure.
viii. You agree to permit us to audit the customer’s risk management processes, ACH Rules compliance, and credit analysis procedures to ensure you can meet our settlement requirements.
ix. You agree not to be a Nested Third-Party Sender as defined by the ACH Rules.
x. You have the sole responsibility to fulfill any compliance requirements or obligations that you may have with respect to its Client.
xi. You must conduct “know your customer” due diligence and obtain and verify that Entries originated through Bank are for the Client’s lawful business activity.
xii. You shall establish and maintain policies and procedures reasonably designed to comply with the laws on money laundering and terrorist financing, and the laws administered by OFAC.
xiii. We shall not be liable for any damages or losses to you due to claims made by any Clients in connection with an arrangement by which you agree to transmit Entries for the Client.
Third-Party Senders. A third-party sender is a processing intermediary between WesBanco and the end-user of ACH payments. Third-party senders must complete and execute Schedule F attesting to their eligibility and relationship both at inception of the service and at least annually thereafter.
Third-Party Senders. When Customer is acting in the capacity of a Third-Party Sender, as defined by the Rules, the following additional terms and conditions shall apply with regard to the initiation of ACH transactions by Customer on behalf of one or more commercial companies other than Customer, with Bank acting as ODFI for the purpose of processing and settling such entries:
a. It shall be the responsibility of Customer to ensure the origination of ACH transactions complies with U.S. law, and as such, Customer represents and warrants that it will not transmit to Bank any Entries that violate U.S. law and that its Originator(s) will not initiate Entries that violate U.S. law.
b. Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules. The term "Entries" shall have the meaning provided in the Rules and shall also mean the data received from Customer hereunder from which the Bank prepares Entries.
c. For Entries of which Customer is not the Originator, Customer represents and warrants that each Originator has agreed to assume the responsibilities of an Originator under the Rules and has entered into a valid written agreement with its Originator that satisfies the requirements of Subsection 2.2.1.1 of the Rules ( the “Originating Agreement”).
Third-Party Senders. (a) Obligations of You as a Third-Party Sender under the Rules. In addition to any other duties, responsibilities, warranties, representations and liabilities under this Agreement, for each Entry transmitted by the You to the Us, except for any Entry initiated by You as an Originator, You represent and warrant to Us and agree You shall (a) perform all of the duties, including, but not limited to, the duty to identify Originators; (b) assume all of the responsibilities, including, but not limited to, the responsibilities of ODFIs and Originators; (c) make all of the warranties, including, but not limited to, the warranties of ODFIs and the warranty that Originators have agreed to assume the responsibilities of Originators under the Rules; (d) make all of the representations; and (e) assume all of the liabilities, including, but not limited to, liability for indemnification for failure of an Originator to perform its obligations as an Originator; of a Third-Party Sender in accordance with the Rules. You must conduct or have conducted an annual audit of its compli- ance with the Rules in accordance with Appendix Eight of the ACH Rules by December 31 each year.
(b) Identification of Originators. You will provide Us with any information We rea- sonably deem necessary to identify each Originator for which You transmit Entries. Such information will be provided to Us upon request by Us, within two banking days of the receipt of the request. You shall notify Us of any new Originators and obtain approval from Us prior to initiating Entries.
Third-Party Senders. In the event you are originating Entries on behalf of third parties, such as your customers, such third parties are deemed the “Originator” and are a “Third Party Sender” under the NACHA Rules and as used herein. In addition to any other duties, responsibilities, warranties, representations and liabilities under this Agreement, with respect to any Entry initiated by you as a Third-Party Sender you represent, warrant and agree to the following:
Third-Party Senders. Company shall not originate ACH transactions on behalf of third parties unless Company obtains i. Bank’s consent; ii. the Third-Party Sender’s execution of this Agreement; and iii. the Third-Party Sender’s execution of the Third- Party Sender Agreement, attached hereto as Exhibit G.
Third-Party Senders. Where Company or a Third Party is a Third Party Sender under the ACH Rules, Company shall ensure that (i) iStream is provided with any information requested by iStream to identify each Originator for whom Entries are transmitted within 2 banking days of iStream’s request, and