EXHIBIT 10.16
DATA PROCESSING SERVICES RENEWAL ORDER
InterCept agrees to provide Customer with the following Data Processing
Services. The following terms and conditions are in addition to the terms and
conditions of the Master Agreement and General Terms and Conditions attached
thereto. The Parties agree that this Order is incorporated into and made part
of the Master Agreement, and is subject to the General Terms and Conditions
contained therein. In the event that these terms and conditions conflict with
any term or condition set forth in the Master Agreement, the term or condition
set forth in the Master Agreement shall control unless otherwise specified in
writing by the Parties.
This Data Processing Services Renewal Order is effective upon execution by both
parties. The term of this Order is 60 months (5 years), which shall commence
upon the date indicated below (the "Term Commencement Date"):
(Check One)
- Date of renewal of an existing Data Processing Services Order
- Date specified by the Parties:______________
The term of this Order shall be extended automatically for additional terms
unless, at least 180 days prior to such automatic extension, either party shall
deliver written notice upon the other of its intention that such Processing
Services shall not be so extended, in which case the Data Processing Services
shall continue through the remaining term but shall not be extended absent
written agreement by both Parties.
The attached Data Processing Proposal contains a description of Fees and
Services.
1. DEFINITIONS. Capitalized terms shall have the following meanings.
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the General Terms and Conditions.
1.1 "InterCept System" means the hardware and InterCept software used by
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InterCept to provide the Processing Services hereunder.
1.2 "Processing Services" means the bank and account processing and other
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services to be provided by InterCept hereunder and identified on the description
of services attachment.
2. SERVICES.
2.1 Data Processing. InterCept agrees to furnish to Customer and Customer
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agrees to obtain from InterCept the Processing Services for the term set forth
herein. Customer may obtain additional products and services offered by
InterCept at InterCept's then current prices for such services.
2.2 Data Retention. InterCept shall retain data for 60 days following
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processing, and may destroy all data thereafter, or as otherwise mandated by
regulatory guidelines and requirements.
2.3 Fees. Customer agrees to pay the fees for such services as set forth
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herein.
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3. TRANSMISSION. Customer shall provide all data for input to the InterCept
System for processing in a format and manner, and within the required time
frame, for proper overnight processing. Customer shall determine and be
responsible for the authenticity and accuracy of all information and data
submitted to InterCept, and for confirming the accuracy of data and reports
received from InterCept. Customer shall review all reports furnished by
InterCept within 5 days for accuracy, shall notify InterCept of all
discrepancies or out of balance reports, and work with InterCept to reconcile
any out of balance conditions. If data is to be transmitted from multiple
sources, InterCept will not begin processing until all data has been received.
The Customer is also responsible for retention and backup of all data and
processing records provided by InterCept.
4. DISASTER RECOVERY. InterCept has in place a disaster recovery plan
designed to minimize, but not eliminate, risks associated with a disaster
affecting the InterCept System and the Processing Services. InterCept does not
warrant that service will be uninterrupted or error free in the event of a
disaster. Customer is responsible for adopting a disaster recovery plan
relating to disaster's affecting Customer's facilities and for securing business
interruption insurance or other insurance necessary for Customer's protection.
InterCept shall maintain adequate backup procedures including storage of
duplicate record files as necessary to reproduce Customer's records and data.
In the event of a service disruption due to reasons beyond InterCept's control,
InterCept shall use diligent efforts to mitigate the effects of such an
occurrence. Per section 2.5.c of the Master Agreement, Customer may review
InterCept's disaster recovery plan. InterCept shall provide to Customer a copy
of the results from the most recent test of the disaster recovery plan upon
request.
5. SERVICE PERFORMANCE STANDARDS.
5.1 Percentage Up Time. InterCept shall ensure that the InterCept System
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and the Processing Services are available for daily processing tasks 98% of the
time each month during regular hours of operation as set forth below. InterCept
will also be responsible for ensuring the InterCept System has a reasonable end
user response time.
5.2 Hours of Operation.
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(a) The System will be staffed 8:00 a.m. to 8:30 p.m. Eastern
Standard Time, Monday through Friday. The System will not be attended
on Saturdays, Sundays, or on the holidays observed by the Federal
Reserve Bank, including the following:
New Year's Day President's Day
Xxxxxx Xxxxxx Xxxx Day Thanksgiving Day
Memorial Day Christmas Day
Independence Day Columbus Day
Labor Day Veteran's Day
(b) InterCept shall ensure that stand-by paging service will be
available to Customer at all other times.
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(c) Other than during nightly batch processing and required System
maintenance, InterCept agrees to provide on-line access 24 hours a
day, 7 days a week.
5.3 Extension of Hours. InterCept will use its best efforts to accommodate
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requests for exceptions or extensions of the hours of operation. These hours
may be modified based on dependencies with reporting files required to be sent
to other servicing organizations.
5.4 Exclusions. InterCept shall not be responsible for (i)
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telecommunications failures, (ii) service interruptions beyond InterCept's
control, (iii) delay or failure of any third party courier or delivery service,
or (iv) failure of any third party vendor to deliver information, files,
magnetic media, products, support or services, or other materials required for
InterCept to provide services hereunder.
5.5 Service Performance and Standards Remedy. Notwithstanding section 4.2
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of the Master Agreement, InterCept and Customer agree that the following
provision represents the Customer's sole and exclusive remedy for InterCept's
failure to meet any service performance standard.
If InterCept or the InterCept System fails to meet the percentage up-time and
performance standards specified above and such failure is not the result of a
Customer error or omission, any act, failure or omission of any third party, or
any other circumstance beyond InterCept's control, Customer shall notify
InterCept immediately in writing specifying the performance standard(s) not met
and the nature of the deficiency. Within 15 days of receipt of such notice,
InterCept shall establish and provide Customer in writing with an action plan to
meet the service performance standard(s). Upon expiration of such 15-day
period, InterCept shall have 30 days to bring its performance to the
percentage/standard specified in the relevant service performance standard.
InterCept shall report the nature and status of its efforts at the end of such
period. Should InterCept's performance remain below the applicable standard
after such 30-day period, InterCept shall have an additional 60 days to correct
the situation and bring the affected performance up to the standard. During
this period, Customer will be provided with a 15% reduction in the monthly
InterCept invoice for each month that the performance standard(s) remain
deficient.
Should InterCept's performance remain below the service standards following all
such periods, Customer may elect to either (i) provide InterCept with additional
time to improve the affected standard, during which time Customer will receive a
15% reduction in the monthly InterCept invoice, or (ii) terminate the service
agreement by giving InterCept written notice of termination. Such termination
shall be without penalty or any charge to Customer other than charges for
service fees incurred prior to the effective date of termination.
5.6 Time Schedules. Customer and InterCept shall establish a mutually
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agreeable time schedule for the receipt and delivery of work. Customer
acknowledges that such time schedule will be constrained by limitations outside
of InterCept's control such as but not limited to the courier service provided
by the customer, Federal Reserve cutoff times, the Customer's account processing
deadline requirements, the quantity and quality of the Customer's transactions,
and the backup and maintenance of the InterCept System.
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6. PROBLEM REPORTING AND RESOLUTION
6.1 Problem Reporting. Customer is responsible for reporting problems to
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InterCept's customer service or operations staff at the contact numbers or
addresses provided by InterCept from time to time.
6.2 Problem Response. InterCept shall respond to each reported problem
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promptly based on the severity of the problem and its effect on Customer's
operations. InterCept shall use reasonable commercial efforts to either resolve
each problem or provide Customer with information to allow Customer's personnel
to address the problem. In the event the resolution of a reported problem which
materially impacts Customer's operations will carry-over to the next business
day, InterCept will provide Customer with a status report for the problem and an
estimate of the resolution time and course, if possible.
7. INSURANCE. InterCept shall maintain fidelity bond coverage for dishonest
acts committed by InterCept's personnel. InterCept shall maintain insurance
covering hazards, including losses caused by fire, disaster, and other events
that may interrupt normal service. InterCept shall maintain insurance covering
Errors and Omissions. Such coverage's shall be in amounts as determined by
InterCept. Upon request, InterCept shall furnish Customer with applicable
certificates of insurance.
8. THIRD PARTY AUDIT. InterCept shall provide to Customer a copy of any
third party service audits of the records of InterCept upon request and payment
by Customer of a reasonable and customary charge. If requested, InterCept shall
also provide to Customer annual audited financial information regarding
InterCept at no charge.
9. TERMINATION. Notwithstanding sections 4.2 and 4.3 of the Master
Agreement, InterCept and Customer agree as follows:
9.1 Termination by Customer.
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(a) Customer may terminate this Order at any time upon 180 days
written notice accompanied by payment of liquidated damages.
(b) If Customer terminates this Agreement prior to its expiration
date, Customer acknowledges that InterCept will suffer a substantial
loss and/or damages that are difficult or impossible to estimate.
Accordingly, in an effort to liquidate in advance the sum that should
represent the loss or damages which would be actually sustained by
InterCept as the result of any such early termination by Customer,
Customer shall pay InterCept the following amount as liquidated
damages: (i) If Customer pays for the Processing Services on a monthly
basis, then such damages shall be equal to 80% of the average total
monthly fees for such Processing Services payable by Customer to
InterCept for the six months prior to the notice of termination (or
for all prior months if this Order has been in effect or InterCept has
been providing the Processing Services for less than six months)
multiplied by the number of months remaining in the then current term.
(ii) If the payment period is quarterly, then the liquidated damages
shall be equal to 80% of the average of the two quarterly payments
immediately preceding the
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notice of termination multiplied by the number of payment periods
remaining. (iii) If the payment period is annual, then the damages
shall be 80% of the previous annual fee multiplied by the number of
payment periods remaining, including partial periods. Customer agrees
that such amount is a reasonable estimate of damages that InterCept
will incur in the case of such early termination, and that such amount
does not constitute a penalty. In addition to the payment of
liquidated damages, Customer shall pay immediately all previously
invoiced and unpaid amounts.
(c) Customer may terminate this Order upon the occurrence of any of
the following: (i) InterCept's material breach of any provision of
this Order if InterCept has not cured or initiated adequate steps to
cure such breach or failure within 30 days following written notice of
such breach or failure to InterCept; or (ii) InterCept ceases to do
business, makes a composition or assignment for the benefit of
creditors, becomes bankrupt or insolvent, or is found subject to any
provisions of the bankruptcy code concerning involuntary bankruptcy or
similar proceeding. If any breach or failure materially affects
Customer's ability to conduct its operations in accordance with safe
and sound banking practices or materially affects Customer's ability
to service its customers, then such notice period shall be shortened
to 10 business days. Termination may be immediate or at a future date
to allow for a conversion to an alternate product or service provider.
In no event shall InterCept be responsible for Customer's costs
associated with identification, selection, engagement, or
implementation of a replacement vendor.
9.2 Termination by InterCept. InterCept may terminate this Order upon the
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occurrence of any of the following: (i) 180 days written notice prior to the end
of the term as set forth in this Order; (ii) Customer's material breach of any
provision of this Order if the Customer has not cured or initiated adequate
steps to cure such breach or failure within 30 days following written notice of
such breach or failure to Customer; or (iii) Customer fails to pay any fee or
charge when due. Customer agrees to pay the liquidated damages set forth in
section 10.1 if this Order is terminated pursuant to (ii) or (iii) above.
10. COMMUNICATIONS.
10.1 Responsibility. Customer shall bear all risk of loss or damage to
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items, records, other input data, or Reports and other output data during
communication or delivery of such data between the Customer's office and the
InterCept System. Customer shall be responsible for and shall pay all charges
related to communications between Customer and the InterCept System.
10.2 Equipment Compatibility. Customer agrees that it is responsible for
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all communications between Customer and the InterCept System. When
communicating with, or transferring data to, or receiving data from, the
InterCept System, Customer shall, at its own cost and expense, use and maintain
only such terminals, modems and other hardware, firmware and software (herein
collectively referred to as the "Equipment") as may be compatible with the
systems and communications networks of the InterCept System. The Customer's
Equipment must be completely compatible with the systems and communications
networks of the InterCept System and, if requested by InterCept, Customer shall
be responsible for providing sufficient information
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about the Equipment to InterCept and for performing adequate tests to
demonstrate that the Equipment is in good working order and completely
compatible with the systems and communications networks of the InterCept System.
10.3 Establishing and Maintaining Communications. Unless otherwise agreed
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by the parties, InterCept shall schedule and arrange for the communications
services, including communications equipment installation, with the
communication provider. Customer shall be responsible for paying all charges
imposed by the provider of the communications equipment, such as the telephone
company, for the Equipment installation, as well as for any charges for
additional connections or changes to locations or future services. InterCept
shall not be responsible for the reliability or continued availability of the
telephone lines, communications facilities, or electrical power used by Customer
in utilizing the Processing Services provided by InterCept hereunder. InterCept
will cooperate with communications vendors as appropriate so that communications
between Customer and the InterCept System function properly.
10.4 Communications Network Security.
---------------------------------
Customer will have installed a Microsoft Windows and Frame Relay based network,
which may be provided by InterCept under separate contract or may be provided by
the Customer. Customer is responsible for all physical security of Equipment
and communication lines at Customer facilities. Customer is responsible for
creating and maintaining all applicable policies and procedures relating to
security such as requiring authentication that limits access to authorized users
only. Customer is responsible for creating and maintaining all Microsoft
Windows system logons as well as monitoring those logons through audit
capabilities as provided by Microsoft. Customer is responsible for creating and
maintaining all InterCept BancPac application logons as well as monitoring those
logons through audit capabilities as provided by BancPac. InterCept is
responsible for all physical and systems security for equipment and
communication lines located in their facilities.
11. DECONVERSION. Upon Customer's request, InterCept shall furnish one test
set and one live set of Customer's data files as of the date specified by the
Customer in InterCept's standard machine readable format form along with such
information as is reasonable and customary to enable Customer to deconvert from
the InterCept System. Requests for media or format other than that stated above
may be available for additional charges. Customer files will be delivered
provided that Customer consents, agrees, and authorizes InterCept to retain
Customer's files until (i) InterCept has been paid in full for all fees for all
services provided hereunder through the date such files are returned to
Customer, and InterCept has been paid any and all other amounts that are due or
will become due under this Order, including, but not limited to, data
communication lease obligations, if any; (ii) InterCept has been paid its then
current time and materials rates for de-conversion assistance, which is equal to
the greater of $10,000 or the two month fee for Data Processing Services as set
forth herein, (iii) if this Order is being terminated, InterCept has been paid
any applicable termination and cancellation fee pursuant to this Order or Master
Agreement, and (iv) Customer has returned to InterCept all InterCept
Confidential Information requested by InterCept. Upon Customer's approval,
InterCept shall be permitted to destroy customer's files and data any time after
60 days from the final use of such files for processing.
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Each of InterCept and Customer has agreed to these terms and conditions as of
the date set forth below:
Customer: Cherokee Bank, Canton, GA InterCept, Inc.:
By:___________________________ By:___________________________
______________________________ ______________________________
Print Name Print Name
______________________________ ______________________________
Print Title Print Title
______________________________ ______________________________
Date Date
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DATA PROCESSING PROPOSAL FOR NC
CHEROKEE BANK
CANTON, GA
04/26/04
-------------------------------------------------------------------------------------------------------
Description Qty List Ext.
=======================================================================================================
MONTHLY DATA PROCESSING FEE**
=======================================================================================================
Monthly Per Account Fee up to 10448 accounts - 0.3501 $ -
Monthly Per Account Fee over 10448 accounts - 0.2976 $ -
Includes DDA, Savings, CD's, Loans, GL, Safety
Deposit Box
Monthly Per CIF Record Fee up to 6060 records - 0.1746 $ -
Monthly Per CIF Record Fee over 6060 records - 0.1484 $ -
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ESTIMATED TOTAL MONTHLY DATA PROCESSING FEE $ -
==========
** THESE FEES ARE BASED UPON NUMBER OF ACCOUNT
PROVIDED BY FINANCIAL INSTITUTION.
MINIMUM MONTHLY DATA PROCESSING FEE
=======================================================================================================
Minimum
SUMMARY LIST OF BANCPAC FEATURES
=======================================================================================================
Customer Information File
Demand Deposit Accounts: Loans:
Checking Add-Ons
NOW Simple Interest
Money Market Line of Credit
Savings Home Equity Loans
Club
Certificates of Deposit
Integrated General Ledger and Financial
Management
Enterprise Information System with Key Ratios
Individual Retirement Accounting Cash Sweep Accounts
Safe Deposit Box Processing Executive/Tickler Reminder System
Automatic Funds Transfer System ACH Interface
Account Analysis Signature Card Imaging Module
Overdraft Protection Report Writer
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DATA PROCESSING PROPOSAL FOR NC
CHEROKEE BANK
CANTON, GA
04/26/04
---------------------------------------------------------------------------------
Description Qty List
=================================================================================
MISCELLANEOUS PROCESSING FEES
=================================================================================
Alert Disk (Requested by Regulators) Each file $ 25.00
Insurance Reporting Each file $ 25.00
Credit Bureau Tape Each file $ 25.00
Account Reconciliation Issue file/Output file Each file $ 15.00
IRS Reporting and/or Audit Confirmation Notices Each notice $ 0.25
Child Support Collection Tape Each file $ 200.00
OFAC CIF Sweep Each file .023/acct
(one time set up fee of $600) $125 mthly minimum
OFAC ACH Screening Monthly $ 150.00
(one time set up fee of $250)
SAS 70 Copy Each $ 350.00
Item Center Audit Copy Each $ 250.00
Both Sas 70 and Item Center Audit Copy Both $ 500.00
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IMAGE/TRADITIONAL ITEM PROCESSING SERVICES ORDER
InterCept agrees to provide Customer with the following Item Processing
Services. The following terms and conditions are in addition to the terms and
conditions of the Master Agreement and General Terms and Conditions attached
thereto. The Parties agree that this Order is incorporated into and made part
of the Master Agreement, and is subject to the General Terms and Conditions
contained therein. In the event that these terms and conditions conflict with
any term or condition set forth in the Master Agreement, the term or condition
set forth in the Master Agreement shall control unless otherwise specified in
writing by the Parties.
This Item Processing Services Order is effective upon execution by both parties.
The term of this Order is 60 months (5 years), which shall commence upon the
date indicated below (the "Term Commencement Date"):
- Date of live conversion
- Date of renewal of an existing Data Processing Services Order
- Date specified by the Parties: _________________
The term of this Order shall be extended automatically for additional terms
unless, at least 180 days prior to such automatic extension, either party shall
deliver written notice upon the other of its intention that such Processing
Services shall not be so extended, in which case the Item Processing Services
shall continue through the remaining term but shall not be extended absent
written agreement by both Parties.
1. DEFINITIONS. Capitalized terms shall have the following meanings.
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the General Terms and Conditions.
1.1 "InterCept System" means the Hardware and Software used by InterCept to
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provide the Processing Services hereunder.
1.2 "Processing Services" means the Image/Traditional processing and other
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services to be provided by InterCept hereunder and identified in the
"IMAGE/TRADITIONAL ITEM PROCESSING DESCRIPTION OF SERVICES" attachment.
2. SERVICES
2.1 Item Processing. InterCept agrees to furnish to Customer and Customer
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agrees to obtain from InterCept the Processing Services for the term set forth
herein. Customer may obtain additional products and services offered by
InterCept at InterCept's then current prices for such services. In the
performance of Item Processing Services, InterCept accepts no liability for the
payment of fraudulent, postdated, or otherwise improper documents.
2.2 Data Retention. All Data provided to or from InterCept for Customer or
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on behalf of Customer involving any third party shall be retained for 60 days
following processing, and may be destroyed thereafter, or as otherwise mandated
by regulatory guidelines and requirements. If
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image services are provided under this agreement then images shall be retained
by InterCept for the lesser of the term of this agreement or as otherwise
mandated by regulatory guidelines and requirements.
2.3 Fees. Customer agrees to pay the fees for such services as identified
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on the "IMAGE/TRADITIONAL ITEM PROCESSING FEES" attachment. If overtime and/or
special handling is requested by Customer or is required because of delays not
caused by InterCept, Customer agrees to pay InterCept at its then current rates
for overtime and/or special handling for production operations and for any
associated out-of-pocket expenses.
3. DATA TRANSMISSION. Data Transmission refers to data in electronic or
physical form.
3.1 Time Schedule. Customer and InterCept shall establish a mutually
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agreeable Time Schedule for the receipt and delivery of work. Customer
acknowledges that such Time Schedule will be constrained by limitations outside
of InterCept's control such as but not limited to the courier service provided
by Customer, Federal Reserve cutoff tunes, Customer's account processing
deadline requirements, and the quantity and quality of the Customer's documents.
3.2 Data Transmission. Customer shall provide all data for input to the
------------------
InterCept System for processing in a format and manner, and within the Time
Schedule, for proper processing. Customer shall be responsible for the
authenticity, accuracy, reconstruction capability, and delivery of all
information and data submitted to InterCept, and for confirming the accuracy of
transaction items received from InterCept. All transaction items received by
InterCept are to be deemed approved by Customer. Any error in transaction items
is the sole responsibility of Customer. The Customer is responsible for
retention and backup of all data and processing records provided to and by
InterCept.
4. COMMUNICATIONS.
4.1 Equipment Compatibility. Customer agrees to use and maintain only
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terminals, modems, and other Hardware, firmware, and Software (collectively, the
"Equipment") compatible with the InterCept System. If requested by InterCept,
Customer shall provide sufficient information about the Equipment to allow
InterCept to perform tests to demonstrate the compatibility of the Equipment to
the InterCept System. Customer shall upgrade Equipment to maintain efficiency
and compatibility with the InterCept System at the request of InterCept.
4.2 Establishment of Communications Service. Unless otherwise agreed by the
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Parties, InterCept shall schedule and arrange for the communications services,
including the Equipment installation, with the communications provider.
Customer shall be responsible for paying all charges for the purchase and
installation of Equipment, as well as any charges for additional connections or
changes to locations or future services. InterCept is not responsible for the
reliability or continued availability of the telephone lines, communications
facilities, or electrical power used by Customer.
4.3 Risk of Loss. Customer shall bear all risk of loss or damage to items,
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records, or other input data, or reports and other output data during
communication or delivery of such data between Customer and InterCept.
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5. DISASTER RECOVERY. InterCept has in place a disaster recovery plan
designed to minimize, but not eliminate, risks associated with a disaster
affecting the InterCept System and the Processing Services. InterCept does not
warrant that service will be uninterrupted or error free in the event of a
disaster. Customer is responsible for adopting a disaster recovery plan
relating to disaster's affecting Customer's facilities and for securing business
interruption insurance or other insurance necessary for Customer's protection.
InterCept shall maintain adequate backup procedures including storage of
duplicate record files as necessary to reproduce Customer's records and data.
In the event of a service disruption due to reasons beyond InterCept's control,
InterCept shall use diligent efforts to mitigate the effects of such an
occurrence. Per Section 2.5.c of the Master Agreement, Customer may review
InterCept's disaster recovery plan.
6. INSURANCE. InterCept shall maintain fidelity bond coverage for dishonest
acts committed by InterCept's personnel, and insurance covering, hazards,
including losses caused by fire, disaster, and other events that may interrupt
normal service. Such coverages shall be in amounts as determined by InterCept.
Upon request, InterCept shall furnish Customer with applicable certificates of
insurance.
7. SERVICE PERFORMANCE STANDARDS.
7.1 Availability of Communications. InterCept shall ensure that the
--------------------------------
InterCept System and the Processing Services are available for communication
between Customer and InterCept during the periods agreed to in the Time
Schedule.
7.2 Exclusions. InterCept shall not be responsible for (i)
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telecommunications failures, (ii) service interruptions beyond InterCept's
control, (iii) delay or failure of any third party courier or delivery service,
or (iv) failure of any third party vendor to deliver information, files,
magnetic media, products, support or services, or other materials required for
InterCept to provide services hereunder. In the event such delays exist without
interruption for a period of more than 30 days, Customer or InterCept may elect
to terminate this Order without penalty. Customer is under no obligation to
make any payments to InterCept for any continuous period of interruption that
exceeds 5 consecutive business days.
8. PROBLEM REPORTING AND RESOLUTION
8.1 Problem Reporting. Customer is responsible for reporting problems to
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InterCept's customer service or operations staff at the contact numbers or
addresses provided by InterCept from time to time.
8.2 Problem Response. InterCept shall respond to each reported problem
-----------------
promptly based on the severity of the problem and its effect on Customer's
operations. InterCept shall use reasonable commercial efforts to either resolve
each problem or provide Customer with information to allow Customer's personnel
to address the problem. In the event the resolution of a reported problem which
materially impacts Customer's operations will carry-over to the next business
day, InterCept will provide Customer with a status report for the problem and an
estimate of the resolution time and course, if possible.
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9. THIRD PARTY AUDIT. InterCept shall provide to Customer a copy of any
third party service audits of the records of InterCept upon request and payment
by Customer of a reasonable and customary charge. If requested, InterCept shall
also provide to Customer annual audited financial information at no charge.
10. TERMINATION. Notwithstanding Sections 4.2 and 4.3 of the Master
Agreement, InterCept and Customer agree as follows:
10.1 Termination by Customer.
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(a) Customer may terminate this Order at any time upon 180 days
written notice accompanied by payment of liquidated damages.
(b) If Customer terminates this Agreement prior to its expiration
date, Customer acknowledges that InterCept will suffer a substantial
loss and/or damages that are difficult or impossible to estimate.
Accordingly, in an effort to liquidate in advance the sum that should
represent the loss or damages which would be actually sustained by
InterCept as the result of any such early termination by Customer,
Customer shall pay InterCept the following amount as liquidated
damages: (i) If Customer pays for the Processing Services on a monthly
basis, then such damages shall be equal to 75% of the average total
monthly fees for such Processing Services payable by Customer to
InterCept for the six months prior to the notice of termination (or
for all prior months if this Order has been in effect or InterCept has
been providing the Processing Services for less than six months)
multiplied by the number of months remaining in the then current term.
(ii) If the payment period is quarterly, then the liquidated damages
shall be equal to 75% of the average of the two quarterly payments
immediately preceding the notice of termination multiplied by the
number of payment periods remaining. (iii) If the payment period is
annual, then the damages shall be 75% of the previous annual fee
multiplied by the number of payment periods remaining, including
partial periods. Customer agrees that such amount is a reasonable
estimate of damages that InterCept will incur in the case of such
early termination, and that such amount does not constitute a penalty.
In addition to the payment of liquidated damages, Customer shall pay
immediately all previously invoiced and unpaid amounts.
(c) Customer may terminate this Order upon the occurrence of any of
the following: (i) InterCept's material breach of any provision of
this Order if InterCept has not cured or initiated adequate steps to
cure such breach or failure within 30 days following written notice of
such breach or failure to InterCept; or (ii) InterCept ceases to do
business, makes a composition or assignment for the benefit of
creditors, becomes bankrupt or insolvent, or is found subject to any
provisions of the bankruptcy code concerning involuntary bankruptcy or
similar proceeding. If any breach or failure materially affects
Customer's ability to conduct its operations in accordance with safe
and sound banking practices or materially affects Customer's ability
to service its customers, then such notice period shall be shortened
to 10 business days. Termination may be immediate or at a future
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date to allow for a conversion to an alternate product or service
provider. In no event shall InterCept be responsible for Customer's
costs associated with identification, selection, engagement, or
implementation of a replacement vendor.
10.2 Termination by InterCept. InterCept may terminate this Order upon the
-------------------------
occurrence of any of the following: (i) 180 days written notice prior to the end
of the term as set forth in this Order; (ii) Customer's material breach of any
provision of this Order if the Customer has not cured or initiated adequate
steps to cure such breach or failure within 30 days following written notice of
such breach or failure to Customer; or (iii) Customer fails to pay any fee or
charge when due. Customer agrees to pay the liquidated damages set forth in
Section 10.1 if this Order is terminated pursuant to (ii) or (iii) above.
11. DECONVERSION.
11.1 Upon termination of this Order, InterCept shall dispose of Customer's
files as InterCept deems appropriate unless Customer, prior to the date of
termination, provides InterCept with written instructions for the disposal of
Customer's files. At Customer's expense, InterCept will comply with such
instructions to the extent reasonable and feasible. InterCept reserves the
right to maintain Customer's data for a period of 60 days following termination
of this Order.
11.2 Upon (i) termination of this Order, and (ii) written request by
Customer, Customer's files shall be delivered to Customer provided that Customer
consents, agrees, and authorizes InterCept to retain Customer's files until (i)
InterCept has been paid in full for all fees for all services provided hereunder
through the date such files are returned to Customer, and InterCept has been
paid any and all other amounts that are due or will become due under this Order;
(ii) if this Order is being terminated, InterCept has been paid any applicable
termination and cancellation fee pursuant to this Order or Master Agreement,
(iii) Customer has returned to InterCept all InterCept Confidential Information
requested by InterCept, and (iv) Customer pays InterCept's normal costs and fees
associated with providing deconversion of Customer's files. Such costs and
fees' include but are not limited to shipping and handling fees, media costs,
hourly programming fees, and hourly processing fees. Customer acknowledges that
InterCept shall have a lien on Customer's files until all such sums are paid.
The release of the lien and surrender of possession of the files shall not
affect InterCept's claim for any payments due.
11.3 Upon termination of this Order, and (i) At InterCept's option, and (ii)
Customer's written request, InterCept may continue to retain Customer's files
for the purpose of providing research, image record reprint and report reprint
services to Customer based upon InterCept's then current fee schedule.
5 of 8
IP Outsource Terms CONFIDENTIAL_________INITIAL
Each of InterCept and Customer has agreed to these terms and conditions as of
the date set forth below:
Customer: Cherokee Bank, Canton, GA InterCept, Inc.:
By:___________________________ By:___________________________
______________________________ ______________________________
Print Name Print Name
______________________________ ______________________________
Print Title Print Title
______________________________ ______________________________
Date Date
6 of 8
IP Outsource Terms CONFIDENTIAL_________INITIAL
IMAGE/TRADITIONAL ITEM PROCESSING DESCRIPTION OF SERVICES
PROOF AND ENCODE
------------------
- Over the counter (teller) work is filmed by the bank, bundled, then
routed to InterCept. Debit and Credit totals are established and outgoing
Cash Letter items are encoded using InterCept's Image Processing equipment.
CAPTURE
-------
- Over the counter and Incoming Cash letter items are read by the high
speed reader sorter. Images of all documents are digitized and stored on
magnetic media along with information needed to post and/or track each
document.
NSF/UNPOSTED
------------
- All exception items will be reviewed with the bank if necessary and
will then be processed by InterCept. This includes preparation and
disposition of NSF notices, outgoing return cash letters, and ACH returns.
Unposted/unmatched items will be corrected and resubmitted for posting.
INCOMING RETURNS
-----------------
- InterCept will process Participating Bank's FRB return cash letter.
Returned items will be resubmitted, charged back to the customer account or
placed in Participating Bank's cash items based on prearranged agreements.
STATEMENT RENDERING
--------------------
- Imaged statements will be printed, metered and mailed by InterCept for
all Checking and Savings accounts based on Participating Bank's
instructions. InterCept will also verify enclosure counts, meter and mail
statements on non imaged accounts. Any account having an image or document
discrepancy (cripple statement) that can not be resolved by InterCept will
be forwarded to Participating Bank for handling. At Participating Bank's
request, InterCept will insert marketing or other informational material in
out-going statements.
RESEARCH AND ADJUSTMENTS
--------------------------
- InterCept will conduct any necessary research and make appropriate
entries required regarding FRB cash letters processed on behalf of
Participating Bank.
DOCUMENT STORAGE
-----------------
- InterCept will store Participating Bank's physical items at its
facility for safekeeping until they are disposed of.
7 of 8
IP Outsource Terms CONFIDENTIAL_________INITIAL
OPTICAL IMAGE STORAGE
-----------------------
- InterCept will archive document images from Participating Bank's
designated RAID unit to InterCept's Optical Disk system as needed for long
term storage.
REPORT PRINTING
----------------
- All daily and periodic stock paper reports will be printed by
InterCept for distribution to Participating Bank.
NOTICES AND SPECIAL FORMS
----------------------------
- Any printed system output requiring special forms will be produced by
InterCept for distribution to Participating Bank or its customer.
ELECTRONIC FILE TRANSMISSION
------------------------------
- InterCept will transmit captured item data to Participating Bank via
high speed data communications for input to Participating Bank's processing
system.
8 of 8
IP Outsource Terms CONFIDENTIAL_________INITIAL
AMENDED TERMS AND CONDITIONS
FOR
CHEROKEE BANK
The following terms and conditions are in addition to the terms and conditions
of the Master Agreement for Provision of Hardware, Software and/or Services, the
Data Processing Services Renewal Order and the Item Processing Services Renewal
Order between InterCept, Inc and Cherokee Bank (Customer). To the extent they
differ from the terms of such other documents, the following terms shall
control:
MASTER AGREEMENT FOR PROVISION OF HARDWARE, SOFTWARE AND/OR SERVICES
1. Section 3.4. Fee Adjustments. This section is waived with respect
----------------
to the Data Processing Renewal Order and the Item Processing Order for
the first two (2) years of a five (5) year renewal term.
ADDITIONAL TERMS
2. Upon written request, InterCept agrees to provide the SAS70
annually at no cost to Customer for the duration of the contract.
3. InterCept agrees to review EFT/ATM pricing after the bank reaches
50,000 transactions a month. Tiered pricing will be considered at that
time.
In witness whereof, each of the undersigned has executed this agreement as of
the date first set forth above:
Customer: Cherokee Bank, Canton, GA InterCept, Inc.:
By:___________________________ By:___________________________
______________________________ ______________________________
Print Name Print Name
______________________________ ______________________________
Print Title Print Title
______________________________ ______________________________
Date Date
1 of 1
99 Addendum CONFIDENTIAL_________INITIAL
IMAGE/ITEM PROCESSING
PROPOSAL FOR
CHEROKEE BANK
CANTON, GA
04/21/04
YES/NO DESCRIPTION OF SERVICES RATE UNIT VOLUME TOTAL
ITEM PROCESSING SERVICES
------------------------------------------------------------
PROOF ENCODE UP TO 100,999 ITEMS 0.0300 Per Item 100,929 $ 3,027.87
PROOF ENCODE FROM 101,000 TO 249,999 ITEMS 0.0225 Per Item 0 $ -
PROOF ENCODE ITEMS OVER 249,999 0.0210 Per Item 0 $ -
PROOF CORRECTIONS 1.0000 Per Item $ -
IMAGE INCLEARING CAPTURE UP TO 100,999 ITEMS 0.0250 Per Item 47,168 $ 1,179.20
IMAGE INCLEARING CAPTURE FROM 101,000 TO 249,999 0 $ -
ITEMS 0.0188 Per Item
IMAGE INCLEARING CAPTURE ITEMS OVER 249,999 0.0175 Per Item 0 $ -
IMAGE/ POD CAPTURE UP TO 100,999 ITEMS 0.0250 Per Item 100,929 $ 2,523.23
IMAGE/ POD CAPTURE 101,000 TO 249,999 ITEMS 0.0188 Per Item 0 $ -
IMAGE/ POD CAPTURE ITEMS OVER 249,999 0.0175 Per Item 0 $ -
COURIER-TO FED OR CORRESPONDENT Pro Rated
BACK OFFICE SERVICES
------------------------------------------------------------
RETURN ITEMS (NSF) 2.0000 Per Item 442 $ 884.00
QUALIFY RETURNS (In addition to Return Item Fee) 0.1000 Per Item 0 $ -
EXCEPTION PROCESSING - Non post correction etc. 2.0000 Per Item $ -
RESEARCH AND SUBPOENAS - one hour minimum 27.5000 Per Hour $ -
ITEM RETRIEVAL - pulling original Item out of storage 5.0000 Per Item $ -
IMAGE COPY 1.5000 Per image $ -
FAX IMAGE COPY 1.0000 Per Image $ -
ITEM FINE SORTING 0.0020 Per item $ -
FED ADJUSTMENTS 5.0000 Per item 7 $ 35.00
BANK CUSTOMER SERVICE - CHECK IMAGE VIEWING
------------------------------------------------------------
Netlmage ON-LINE CHECK IMAGE VIEWING (Bank Use and/or
Customer Use via Internet Connection)*
($200 Flat Fee) 200.0000 Flat Fee 1 $ 200.00
ARCHIVAL SERVICES
------------------------------------------------------------
CD-ROM long term archival research - POD Captured Items 25.0000 Per CD $ -
CD-ROM long term archival research - Statements with Images 25.0000 Per CD $ -
STATEMENT RENDERING SERVICES
------------------------------------------------------------
IMAGE STATEMENT RENDERING: process, print, fold
and render per account
COMMERCIAL 1.3500 Per Statement 897 $ 1,210.95
NON - COMMERCIAL 0.7500 Per Statement 3,633 $ 2,724.75
SAVINGS ACCOUNTS 0.3500 Per Statement 412 $ 144.20
Non-IMAGE STATEMENTS 10.0000 Per Statement 4 $ 40.00
MARKETING INSERTS - per insert/per statement 0.0500 Per insert
NSF NOTICE PRINT-WITH IMAGE 0.0500 Per Notice
NSF NOTICE PRINT-NO IMAGE 0.03 Per Notice
NSF RENDER 0.1 Per Notice
NOTICE PRINTING 289.4063 Flat Fee 1 $ 289.41
-------------
TOTAL MONTHLY INVESTMENT $ 11.969.20
------------------------------------------------------------ =============
1 of 2
OS.IP.SOUTHEAST CONFIDENTIAL_________INITIAL
MONTHLY MINIMUMS
------------------------------------------------------------
MONTHLY MINIMUMS DO NOT INCLUDE PASS THRU $1,500.00
ITEMS
POSTAGE
------------------------------------------------------------
POSTAGE At Cost
CUSTOMER TO PROVIDE
------------------------------------------------------------
Statement Envelopes
Courier- Deliveries and Pickups
2 of 2
OS.IP.SOUTHEAST CONFIDENTIAL_________INITIAL
ELECTRONIC FUNDS TRANSFER SERVICES
ORDER FOR
CHEROKEE BANK
CANTON, GA
InterCept agrees to provide Customer with the following products and services
described below. The following terms and conditions are in addition to the
terms and conditions of the Master Agreement and General Terms and Conditions.
The Parties agree that this Agreement is incorporated into and made part of the
Master Agreement, and is subject to the General Terms and Conditions contained
therein. In the event that these terms and conditions conflict with any term or
condition set forth in the Master Agreement, the term or condition set forth in
the Master Agreement shall control unless otherwise specified in writing by the
Parties.
This Electronic Funds Transfer Services Order is effective upon execution by
both parties. The term of this Order is ____ years, which shall commence upon
the date indicated below (the "Term Commencement Date"):
- The first day of the first full month during which the services are
provided.
- Date of renewal of an existing Electronic Funds Transfer Services
Order
- Date specified by the Parties: _________________
The term of this Order shall be extended automatically for additional terms
unless, at least 180 days prior to such automatic extension, either party shall
deliver written notice upon the other of its intention that such Services shall
not be so extended, in which case the Services shall continue through the
remaining term but shall not be extended absent written agreement by both
Parties.
DESCRIPTION OF SERVICES:
For ATM Services see the attached ATM SERVICES DESCRIPTION.
For Debit Services see the attached DEBIT SERVICES DESCRIPTION.
For Secure Debit Services see the attached ADDENDUM SECURE DEBIT PROGRAM
SERVICES.
For Principal Services see the attached PRINCIPAL SERVICES DESCRIPTION.
For Script Services see the attached SCRIPT SERVICES DESCRIPTION.
ADDITIONAL TERMS AND CONDITIONS
----------------------------------
- InterCept will not be held responsible for any settlement issues or
deficiencies not reported to InterCept within 48 hours of settlement date.
- Notwithstanding any provision herein to the contrary, InterCept
specifically reserves the right to adjust at any time pass through costs,
telecommunications, and other outside InterCept costs directly associated
with providing the services described in this Agreement, when incurred by
InterCept. InterCept will send a statement of the compensation due at the
end of each month and Customer shall make payment thereof within fifteen
(l5) days of the billing date.
1 of 3
CONFIDENTIAL_________INITIAL
- InterCept shall have the right to setoff against Customer's account(s)
any indebtedness which Customer owes InterCept, at anytime before or after
the termination of this Agreement or extension(s) hereof, without further
notice to or demand on Customer and whether the indebtedness to InterCept
is now existing or hereafter arises.
- Notwithstanding any provision herein to the contrary, if the Customer
terminates this Agreement prior to its expiration date, the parties hereto
acknowledge that InterCept will suffer a substantial loss and/or damages
that are difficult or impossible of accurate estimation. Accordingly, in an
effort to liquidate in advance the sum that should represent the loss or
damages which would be actually sustained by InterCept, as a result of any
such early termination by Customer of any services provided by this
Agreement or any Addendum made a part hereof, Customer shall give InterCept
one hundred twenty (120) days advance written notice and thereafter shall
pay InterCept an amount equal to eighty (80%) percent of the "Estimated
Remaining Service Fees" for the service(s) being discontinued. Such fees
shall be calculated by multiplying the average monthly service fees
received by InterCept for the three (3) months immediately preceding notice
of early termination by the number of months remaining under the term of
this Agreement. The parties agree that such amount is a reasonable estimate
of damages lnterCept will incur in the case of such early termination and
is liquidated damages and not a penalty.
- Customer agrees InterCept will be the sole provider of these services
during the term of this agreement and any and all subsequent terms.
- Before signing, pricing is- guaranteed for 45 Days from the date on
the attached proposal.
- Pricing does not include applicable taxes, travel expenses and
shipping charges.
2 of 3
CONFIDENTIAL_________INITIAL
ELECTRONIC FUNDS TRANSFER SERVICES
ORDER FOR
CHEROKEE BANK
CANTON, GA
Each of InterCept and Customer has agreed to these terms and conditions as of
the date set forth below:
Customer: Cherokee Bank, Canton, GA InterCept, Inc.:
By:___________________________ By:___________________________
______________________________ ______________________________
Print Name Print Name
______________________________ ______________________________
Print Title Print Title
______________________________ ______________________________
Date Date
This document and the information contained therein are CONFIDENTIAL and
provided to Customer for internal use only. The document and information may
not be distributed or viewed by any third party without the written permission
of InterCept, Inc.
3 of 3
CONFIDENTIAL_________INITIAL
ATM SERVICES DESCRIPTION
InterCept agrees to provide Customer with the following ATM Services. The
following terms and conditions are in addition to the terms and conditions of
the Master Agreement and General Terms and Conditions attached thereto. The
Parties agree that this Description is incorporated into and made part of the
Master Agreement, and is subject to the General Terms and Conditions contained
therein. In the event that these terms and conditions conflict with any term or
condition set forth in the Master Agreement, the term or condition set forth in
the Master Agreement shall control unless otherwise specified in writing by the
Parties.
1. DEFINITIONS. Capitalized terms shall have the following meanings.
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the General Terms and Conditions.
1.1 "Terminals" mean an ATM or other financial terminal or device owned or
---------
controlled by Customer and to be connected to the InterCept System for
transaction routing and processing hereunder.
1.2 "Access Cards" mean ATM and other terminal access cards issued by or on
-------------
behalf of Customer to its customers for use of the Terminals.
1.3 "InterCept System" means the transaction processing system used by
-----------------
InterCept to provide the EFT Services.
1.4 "EFT Services" mean the electronic funds transfer and related services
-------------
to be provided by InterCept hereunder.
2. ATM SET-UP AND TURNKEY INSTALLATION.
2.1 Equipment Installation and Coordination. InterCept shall coordinate all
---------------------------------------
vendors for the installation of all computer hardware and computer software,
related telecommunications equipment, and lines under control of InterCept, and
all other equipment or software required for InterCept to perform and deliver
the EFT Services.
2.2 ATM Screen and Receipt Set-Up. InterCept shall create CRT screens and
-------------------------------
receipt information for Customer's Terminals to meet the requirements of the
Electronic Funds Transfer Act (15 USC Sec. Sec. 1693 et seq.) and Regulation E
(12 CFR Part 205), as amended from time to time.
2.3 Down Load. InterCept shall create and maintain an ATM program load for
----------
Customers' Terminals having access to the InterCept System. InterCept shall
transmit this program and run test transactions at each Terminal site to assure
proper operation.
2.4 Completion of Network Database Set-up Forms. InterCept shall complete
---------------------------------------------
and submit-to shared transaction networks any terminal database set-up forms
required by the network.
2.5 Mass Card Issue. Customer may contract with InterCept for the initial
-----------------
mass issue of Access Cards. Customer agrees to define the criteria for Access
Cards to be issued to its customers. Customer must provide InterCept with the
design of the Access Cards and camera ready artwork for graphics to be included
on the Access Cards.
4 of 8
ATM Services Description CONFIDENTIAL_________INITIAL
2.6 Installation of Telephone Lines. InterCept shall order and coordinate
---------------------------------
the installation of the telephone and communication lines required to connect
the Terminals to the InterCept System.
2.7 Communications Hardware Installation. InterCept shall program and
--------------------------------------
install communication equipment for the Terminals as necessary to connect the
Terminals to the InterCept System.
2.8 Training. InterCept shall provide training to Customer's personnel on
--------
the balancing of system, ATM Audit Tape, and Shared Network Balancing Reports as
part of the set-up service. Following implementation, InterCept shall make
additional training available to Customer at InterCept's then current rates for
such services.
2.9 ATM Manager. Customer agrees to provide a representative of management
------------
with decision-making authority to work with InterCept to coordinate the
installation of ATM(s) and/or conversion of ATM(s) to InterCept's computer.
3. NETWORK SPONSORSHIP.
3.1 InterCept's ability to provide the services in this Description may be
contingent upon Customer obtaining financial institution sponsorship into the
shared transaction network(s) in which Customer wishes to participate.
InterCept shall only render network related services concurrently with network
sponsorship, and each of InterCept and Customer agree to comply with the by-laws
and other operating regulations of the shared transaction network. Customer
and/or its agents shall provide proof of sponsorship to InterCept by providing a
copy of the executed Agreement between Customer and each network sponsor.
3.2 Customer authorizes InterCept to provide an executed copy of this
Description upon request to Customer's network sponsor. Customer further
authorizes InterCept to have periodic contact with sponsor on Customer's behalf.
3.3 If InterCept is notified in writing by the Customer's financial
institution sponsor of its intent to withdraw sponsorship of the Customer,
network related services specified under this Description shall be immediately
withheld by InterCept until such time as Customer obtains another network
sponsor.
3.4 InterCept shall not be liable for any fines or penalties assessed by any
shared transaction network against Customer or its financial institution sponsor
in the event Customer has failed to comply with signage, notification, terminal
operating regulations, or any other requirement as specified by the shared
transaction network.
5 of 8
ATM Services Description CONFIDENTIAL_________INITIAL
4. ATM SUPPORT AND ON-GOING SERVICES.
4.1 Transaction Routing. InterCept will interface directly to the Terminals
-------------------
via telephone or other communications lines and will route each transaction
received from a Terminal that is initiated with an Access Card and proper PIN.
4.2 Processing Interface. InterCept agrees to provide a transaction
---------------------
processing interface to each Terminal via telephone circuits. Upon completion
of the transaction authorization process, InterCept shall forward the
authorization response to the Terminal for the completion of the transaction.
4.3 Network Connections. InterCept will connect the Terminals to -shared
--------------------
transaction networks on behalf of the Customer. InterCept will comply with all
network operating system regulations and maintain communications with the
network for transaction authorization purposes. InterCept will forward all
transaction requests from each Terminal to the appropriate shared network for
authorization. InterCept will monitor and log all transaction requests
regardless of disposition for reporting and balancing purposes.
4.4 Reports. InterCept will create a balancing report for networks.
-------
Network activity will be maintained by Terminal and in chronological order.
Reports created by the shared networks and received by InterCept are summarized
and forwarded to the Customer via data transmission.
4.5 Communications Monitoring. If applicable, InterCept will monitor all
--------------------------
data communications circuits between the Terminals and the InterCept System for
continuous operation. Upon detection of a telephone line failure, InterCept
will notify the appropriate communications service provider and maintain such
monitoring activity until restoration of service.
4.6 Monitoring Services. If applicable, InterCept will regularly monitor
--------------------
the operating condition of each Terminal. InterCept will report malfunctions
via an automatic notification system per Customer's instructions.
4.7 Balancing Reports. InterCept will provide reports necessary for
------------------
Customer to balance Terminal transactions daily and provide other related
management reports necessary to provide accurate and efficient Terminal
operation. Customer agrees to balance reports to their General Xxxxxx daily and
to notify InterCept within 2 business days of any out-of-balance situation.
4.8 ATM Activity Database. InterCept will provide Customer information
-----------------------
regarding current Terminal activity for use in determining timing of currency
and supply replenishment. Information is available via Customer's
administrative terminal.
4.9 Retention of Back-Up Records. InterCept agrees to retain historical
-------------------------------
files to allow Customer to receive records in the event of an emergency. These
files will be backed-up daily and stored at a location separate from InterCept.
4.10 Shared Network Interface Service. A shared network interface service
----------------------------------
allows Customer's cardholders to access their accounts through third party
terminals which are connected to the shared network, and to allow third party
customers to access their accounts with other
6 of 8
ATM Services Description CONFIDENTIAL_________INITIAL
institutions though Customer's Terminals. Transaction authorization requests are
received from the shared network switch by InterCept for authorization approval.
InterCept shall authorize transactions based on the authorization option
selected below (a, b, c, d). InterCept shall provide balancing reports daily to
assist the Customer in reconciling shared network transaction activity in
conjunction with reports provided by the shared network.
(a) - Positive Balance File Authorization Option. InterCept will
maintain a record for each of Customer's cardholders. Each record will contain
certain balance information and authorization limits of the Customer's
cardholders.
These records will comprise a positive balance authorization file. This file
will be updated on a frequency defined by the Customer (normally daily) through
computer to computer transmission. InterCept will provide Customer with a daily
data file of transactions authorized by InterCept in ACH format.
(b) - Host Authorization Network Interface Option. InterCept will
maintain a host to host interface between InterCept's system and Customer's
system This interface will provide for the routing of foreign transaction
requests at the Customer's Terminals to the appropriate network for disposition
as well as the routing of Customer's cardholder requests at network ATMs to
Customer's computer for authorization. InterCept will monitor and maintain all
data communication circuits between Customer's computer and InterCept's
computer. Additionally, InterCept will provide appropriate network reports to
Customer.
(c) - Positive Parameter File Authorization Option. InterCept will
maintain a cardholder file and authorize transactions based on a limit defined
by the Customer for a specified period of time. The Customer will use an
administrative terminal required by InterCept to establish cardholder parameters
in InterCept's central system. InterCept agrees to provide a data file of
transactions authorized in ACH format, and such file shall be available daily
for customer access.
(d) - Negative File Authorization Option. InterCept will maintain a
negative file and authorize transactions based on an institution limit defined
by the Customer for a specific period of time. The Customer will use an
administrative terminal provided by InterCept to update the negative file in
InterCept's system InterCept agrees to provide a data file of transaction
authorized in ACH format, and such file shall be available daily for Customer
access.
7 of 8
ATM Services Description CONFIDENTIAL_________INITIAL
Each of InterCept and Customer has agreed to these terms and conditions as of
the date set forth below:
Customer: Cherokee Bank, Canton, GA InterCept, Inc.:
By:___________________________ By:___________________________
______________________________ ______________________________
Print Name Print Name
______________________________ ______________________________
Print Title Print Title
______________________________ ______________________________
Date Date
8 of 8
ATM Services Description CONFIDENTIAL_________INITIAL
DEBIT CARD SERVICES DESCRIPTION
InterCept agrees to provide Customer with the following Debit Services. The
following terms and conditions are in addition to the terms and conditions of
the Master Agreement and General Temps and Conditions attached thereto. The
Parties agree that this Description is incorporated into and made part of the
Master Agreement, and is subject to the General Terms and Conditions contained
therein. In the event that these terms and conditions conflict with any term or
condition set forth in the Master Agreement, the term or condition set forth in
the Master Agreement shall control unless otherwise specified by in writing by
the Parties.
1. DEFINITIONS. Capitalized terms shall have the following meanings.
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the General Terms and Conditions of the Master Agreement.
"Debit Services" mean the debit services and related services to be provided by
---------------
InterCept hereunder.
2. DEBIT MASTERCARD(R) SUPPORT SERVICES; MAESTRO(R) SUPPORT SERVICES
2.1 DebitMasterCard/Maestro Transaction Processing. InterCept shall provide
----------------------------------------------
the interface for Customer's card base and provide for authorization as
specified for transactions received from MasterCard or other approved source
which are the result of Customer's cardholders accessing participating devices
with authorized debit cards. After the transaction has been selected and
performed by the consumer, it will be forwarded to InterCept for disposition.
Upon completion of the transaction authorization process, InterCept will forward
the authorization response to the terminal for the completion of the transaction
as per the authorization response. Each transaction will be forwarded to
Customer's processing center for posting upon settlement to InterCept via
network All transactions, regardless of disposition, are logged by InterCept for
reporting and balancing purposes.
2.2 Shared Network Interface and Support. Shared network service provides
--------------------------------------
for the authorization of eligible cardholders accessing MasterCard authorized
devices in the network. InterCept will maintain a host to host interface
between InterCept's computer(s) and the appropriate shared network for
authorization. This interface will also provide for the routing of transaction
requests by the Customer's cardholders to InterCept for authorization.
InterCept will monitor all data communication circuits between the network(s)
and InterCept's computer.
2.3 Completion of Network Database Set-up Forms. InterCept shall complete
---------------------------------------------
and submit any database set-up forms required by the network.
2.4 Mass Card Issue. Customer may contract with InterCept to provide for
-----------------
initial mass issue of debit cards. Customer agrees to define criteria for cards
to be issued to its customers. Customer must provide InterCept with the design
of the debit card, within those parameters specified by MasterCard, and provide
InterCept or its representative with camera ready art work for submission to
MasterCard for approval.
1 of 4
Debit Card Services Description CONFIDENTIAL_________INITIAL
2.5 Customer Card Issue Criteria. Customer shall be solely responsible for
-----------------------------
determining the creditworthiness of each of Customers' eligible cardholders and
shall be responsible for any subsequent losses and/or chargebacks and any
respective associated administrative costs, whether by cardholder or by other
fraudulent means, as specified in this description or under the appropriate
regulations governing the issuance of this instrument as applicable in either
Regulation E, Regulation Z, or other regulations as published by the Federal
Reserve System.
2.6 Error/Dispute Resolution. The Agent Institution will be responsible for
------------------------
the timely resolution of errors/disputes and notification to cardholders as
defined by Regulation E. The Agent Institution will handle monetary entries to
customer accounts and will establish and maintain a general ledger account for
this purpose. InterCept shall serve in an advisory capacity on dispute
resolution. The Agent Institution shall forward dispute claims to InterCept.
InterCept shall review such claims for MasterCard chargeback eligibility and
process all such eligible claims. InterCept shall obtain draft copies, enter
chargebacks, and make appropriate entries to the Agent Institution's clearing
accounts. InterCept shall work with Agent Institution in connection with any
chargeback returned for recharge to a cardholder account. Assuming that
InterCept complies with all Association Guidelines related to chargeback
processing, Customer is ultimately responsible for any losses incurred by
disputed transactions.
2.7 Transaction Authorization Requests. InterCept will connect to shared
------------------------------------
network(s) on behalf of the Customer. InterCept will comply with all network
operating system regulations and maintain appropriate communications with the
network and/or gateway provider for transaction authorization purposes.
InterCept will forward all transaction authorization requests from Customer's
cardholders to the appropriate authorization source as specified by Customer.
InterCept will monitor and log all transaction requests for reporting and
balancing purposes.
2.8 Network BalancingReports. InterCept will create and make available a
-------------------------
balancing report for all network activity which will be maintained in
chronological order with ATM & POS transactions. Reports created by the shared
networks are received by InterCept and forwarded to Customer, when requested,
via data transmission.
2.9 Miscellaneous Services. InterCept will provide miscellaneous support
-----------------------
services, including lost and stolen card statusing and chargeback adjustment
data entry to Customer as required.
2.10 Balancing Reports/Training. InterCept will provide reports necessary
---------------------------
for Customer to balance transactions daily and provide other related management
reports. Transaction reports will list all transactions and their dispositions
in chronological order with all ATM & POS transactions. Customer shall balance
reports to their General Ledger daily and notify InterCept within 48 hours of
any out-of-balance situation. Customer shall provide a representative to work
with InterCept to coordinate set-up and conversion to InterCept's system.
InterCept shall provide training to such representative on the balancing of
system and network reports, as part of the set-up service. Following
implementation, InterCept shall make additional training available to Customer
at InterCept's then current rates for such services.
2.11 Administrative Terminal. Customer shall provide- an IBM compatible
------------------------
personal computer to be used in an administrative terminal capacity, technical
specifications to be agreed upon at time of contract execution and updated by
Customer as necessary. Customer shall, if required,
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Debit Card Services Description CONFIDENTIAL_________INITIAL
purchase from InterCept terminal emulation board and software to be used in
administrative terminal.
2.12 Automated Transaction Fee Settlement and Statement Processing via
-----------------------------------------------------------------------
InterCept. InterCept shall settle transactions performed by Customer's
cardholders daily. Customer agrees that InterCept shall be the settlement agent
for all transactions performed by Customer's cardholders processed by InterCept.
2.13 Shared Network Authorization Service. Shared network authorization
---------------------------------------
service provides for the authorization by InterCept of transactions initiated by
Customers' Debit MasterCard(C) cardholders accessing any participating terminal.
InterCept will authorize all transactions received from MasterCard or from the
shared network by InterCept based on the authorization option selected below (1
or 2). Balancing reports will be provided by InterCept daily to assist the
Customer in reconciling transaction activity in conjunction with reports
provided by the shared network.
(1) - Positive Balance File Authorization Option. InterCept will
maintain a record for each of Customers' cardholders. Each record will contain
certain balance information and authorization limits of the Customer's
cardholders. These records will comprise a positive balance authorization file.
This file will be updated on a frequency defined by the Customer through
computer to computer transmission. InterCept will provide Customer with a daily
data file of transactions authorized by InterCept in ACH format.
(2) - Host Authorization Network Inter Option. InterCept will
maintain a host to host interface between InterCept's system and Customer's
system. This interface will provide for the routing of transaction requests by
Customers' Debit MasterCard or Maestro cardholders at participating MasterCard
terminals from InterCept to Customer's computer for authorization. InterCept
will monitor and maintain all data communication circuits between Customer's
computer and InterCept's computer. Additionally, InterCept will provide
appropriate network reports to Customer. Customer agrees to respond to
transaction requests within the defined time frame set forth by InterCept and
MasterCard.
3. NETWORK SPONSORSHIP.
3.1 InterCept's ability to provide the services in this Description may be
contingent upon the Customer obtaining network financial institution sponsorship
into the shared transaction network(s) in which Customer wishes to participate.
InterCept shall only render network related services concurrently with network
sponsorship, and each of InterCept and Customer agree to comply with the by-laws
and other operating regulations of the shared transaction network Customer
and/or its agents shall provide proof of sponsorship to InterCept by providing a
copy of the executed Agreement between Customer and each network sponsor.
3.2 Customer authorizes InterCept to provide an executed copy of this
Description upon request to Customer's network sponsor. Customer further
authorizes InterCept to have periodic contact with sponsor on Customer's behalf.
3.3 If InterCept is notified in writing by the Customer's financial
institution sponsor of its intent to withdraw sponsorship of the Customer,
network related services specified under this
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Debit Card Services Description CONFIDENTIAL_________INITIAL
Description shall be immediately withheld by InterCept until such time as
Customer obtains another network sponsor.
3.4 InterCept shall not be liable for any fines or penalties assessed by any
shared transaction network against Customer or its financial institution sponsor
in the event Customer has failed to comply with signage, notification, terminal
operating regulations, or any other requirement as specified by the shared
transaction network.
Each of InterCept and Customer has agreed to these terms and conditions as of
the date set forth below:
Customer: Cherokee Bank, Canton, GA InterCept, Inc.:
By:___________________________ By:___________________________
______________________________ ______________________________
Print Name Print Name
______________________________ ______________________________
Print Title Print Title
______________________________ ______________________________
Date Date
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Debit Card Services Description CONFIDENTIAL_________INITIAL
ADDENDUM
SECURE DEBIT PROGRAM SERVICES
InterCept agrees to provide Customer with the following Secure Debit Program
Services. The following terms and conditions are in addition to the terms and
conditions of the Master Agreement and General Terms and Conditions attached
thereto. The Parties agree that this Description is incorporated into and made
part of the Master Agreement, and is subject to the General Terms and Conditions
contained therein. In the event that these terms and conditions conflict with
any term or condition set forth in the Master Agreement, the term or condition
set forth in the Master Agreement shall control unless otherwise specified by in
writing by the Parties.
1. DEFINITIONS. Capitalized terms shall have the following meanings.
-----------
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the General Terms and Conditions of the Master Agreement.
"Customer" means the financial institution whose name appears on the signature
--------
page hereto.
"Debit Card( s)" means Debit MasterCard and/or VISA Check Card debit cards
----------------
issued by Customer.
"Fraud Detection Services" means the fraud detection and other services to be
--------------------------
provided hereunder by InterCept using its Neural Network.
"Fraud Indemnification" means the indemnification of certain losses by
----------------------
InterCept, as more fully described in Section 7 of this Addendum
"Neural Network" means the computer software and systems maintained by InterCept
--------------
which use predictive software techniques to capture payment card usage patterns
and detect fraudulent transactions.
2. NEURAL NETWORK SERVICES.
2.1 Customer hereby engages InterCept to provide Fraud Detection Services to
Customer and its cardholders. Using its Neural Network, InterCept will make
every reasonable effort to identify potential fraudulent Debit Card
transactions.
2.2 When the Neural Network detects a potentially fraudulent transaction,
InterCept may decline the transaction, place a "hold" on the Debit Card to
prevent any further transactions, and/or promptly contact by telephone either
the cardholder or an individual designated by the Customer. Customer hereby
authorizes InterCept to decline Debit Card transactions that appear suspicious
in InterCept's sole discretion and to contact cardholders to confirm transaction
activity as deemed appropriate in InterCept's sole discretion.
2.3 InterCept shall operate the Neural Network 24 hours per day, seven days
per week (except for certain down times as described in Section 2.6).
InterCept's call center shall operate from 8:00 a.m. to 9:00 p.m., 7 days per
week Customer acknowledges that potential fraudulent
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Secure Debit Agreement CONFIDENTIAL_________INITIAL
transactions detected by the Neural Network during hours when the call center is
closed will be addressed when the call center reopens.
2.4 Only Debit Cards issued by Customer are eligible for Fraud Detection
Services. InterCept will not provide Fraud Detection Services for any other
payment cards, including, but not limited to, financial institution branded
automated teller machine (ATM) cards.
2.5 Customer understands that the Fraud Detection Services are intended to
detect and prevent potential fraudulent Debit Card activity. However, Customer
acknowledges that (a) no fraud detection tool is one hundred percent accurate,
and (b) it is likely that some fraudulent transactions will go undetected by the
Neural Network and that some non-fraudulent transactions may be scored as
potential fraud and declined.
2.6 Customer understands that InterCept's Neural Network occasionally may be
unavailable for short periods of time due to maintenance, enhancements, upgrades
and similar activities. Although InterCept will use its best efforts to keep
these periods of unavailability as short as reasonably possible, Customer
acknowledges that fraudulent transactions may occur during these periods.
3. TERM. The term of this Addendum shall be for a period of one (1) year
----
beginning upon execution by both InterCept and Customer and shall automatically
renew for additional one (1) year periods at the end of each term. Either party
may terminate this Addendum upon thirty (30) days notice to the other party.
This Addendum shall automatically terminate and all services provided hereunder
shall cease if either InterCept or Customer terminates the Master Agreement for
Debit Card Services between the parties hereto.
4. RESPONSIBILITIES OF CUSTOMER. InterCept's obligation to provide Fraud
------------------------------
Detection Services shall be contingent upon Customer's compliance with the
following:
4.1 Customer will use its best efforts to keep current on InterCept's
database all information regarding holders of Debit Cards issued by Customer,
including, but not limited to, each cardholder's date of birth, day and evening
telephone numbers, address and Social Security number.
4.2 Customer agrees to use reasonable efforts to contact its cardholders
regarding potentially fraudulent Debit Cards and shall provide InterCept with
any information obtained from a cardholder regarding such Debit Cards.
5. LIMITATION OF LIABILITY.
5.1 INTERCEPT WILL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF BUSINESS OR
CUSTOMERS, OR FOR INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR
PUNITIVE DAMAGES SUFFERED BY CUSTOMER, HOLDERS OF DEBIT CARDS OR OTHERS ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER,
HOWSOEVER CAUSED (INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE AND
BREACH OF WARRANTY). InterCept disclaims all liability to Customer for, and
Customer shall indemnify and hold InterCept harmless from, any and all demands,
claims, -actions, losses, damages, liabilities,
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Secure Debit Agreement CONFIDENTIAL_________INITIAL
costs, and expenses, including reasonable fees and expenses of counsel, arising
in connection with any of the following:
(a) ANY occurrence of fraud in connection with a Debit Card (unless
Customer elects the Fraud Indemnification option described in Section
7 of this Addendum);
(b) Neural Network system downtime for maintenance, enhancements,
upgrades, and similar activities;
(c) the application of a low risk score when a transaction was
actually fraudulent;
(d) the application of a high risk score which results in blocking
use of a Debit Card which is not involved in fraudulent activity;
(e) any failure by InterCept to decline a fraudulent transaction or
to notify Customer or cardholder of a fraudulent transaction;
(f) any decline of anon-fraudulent transaction; or
(g) a cardholder's inability to use his or her Debit Card due to
InterCept placing a temporary restriction
on a Debit Card which InterCept determines to be potentially fraudulent.
6. NEURAL NETWORK MONITORING FEES. No fees ("Monitoring Fees") for Fraud
---------------------------------
Detection Services will be charged for any month during the term of this
Addendum in which Customer maintains a Penetration Rate of 90% or greater.
"Penetration Rate" for each month hereunder is calculated on the last day of
such month by dividing the number of holders of Debit Cards issued by Customer
by the sum of (x) the number of holders of Debit Cards and (y) the number of
self-branded automated teller machine (ATM) cards issued by Customer. Customer
has ninety (90) days from the effective date of this agreement to reach the
Penetration Rate described above. Following that initial 90 day period, during
any month that the Penetration Rate is less than 90%, Customer will pay
Monitoring Fees to InterCept in an amount determined as follows:
(a) $0.02 for each signature-based transaction attempt by a holder of
a Debit Card issued by Customer during such month; and
(b) $100.00 per 1,000 Debit Card accounts (or pro-rata portion
thereof) on the last day of such month.
7. OPTIONAL INDEMNIFICATION SERVICES.
7.1 In addition to Fraud Detection Services, Customer may also engage
InterCept for Fraud Indemnification. If Customer chooses this option, InterCept
will indemnify Customer against any loss sustained by Customer (other than an
Excluded Loss, as defined below) due to any debit card transaction by an
unauthorized person who uses (a) any lost or stolen Debit Card or Debit Card
number or (b) any counterfeit Debit Card or Debit Card number purportedly issued
by
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Secure Debit Agreement CONFIDENTIAL_________INITIAL
Customer; provided, however, that Customer shall be responsible for the initial
$50.00 of any loss applicable to a Debit Card number.
7.2 Notwithstanding the foregoing, InterCept will not indemnify Customer for
any of the following losses (each of which shall be an Excluded Loss):
(a) losses due to the cardholder's attempt to commit fraud against
Customer.
(b) PIN-based cardholder losses where the cardholder has disclosed
the PIN number to any other party, including, but not limited to,
disclosure by writing the PIN number on or near the card.
(c) losses due to any action or omission of any employee or agent of
Customer.
(d) losses due to disputed transactions between Customer, cardholder,
and merchant, such as lack of service, non-receipt, duplicate
postings, and differences in posting amount and receipt.
(e) losses resulting from lost interest, bank fees, returned check
fees, overdraft fees, or any other charge incurred by a cardholder due
to reductions in an account's available balance as a result of a
fraudulent transaction.
(f) losses above InterCept's then-current guidelines for daily
point-of-sale maximum amount. As of the date of this document, such
amount is $1,200.00. InterCept reserves the right to increase or
decrease this amount at any time and will provide Customer written
notice thereof. In the event that Customer raises any cardholder's
limit above that amount, Customer shall be responsible for any losses
incurred over that daily limit.
(g) losses that result from any cards which are not Debit Cards,
including Customer's original issue of automated teller machine cards.
8. CUSTOMER RESPONSIBILITIES.
8.1 The Fraud Indemnification provided by InterCept is conditioned upon
Customer providing InterCept notice of any occurrence upon which Customer
intends to base a claim of indemnification hereunder within 60 days of such
occurrence. InterCept shall have full authority to investigate and take legal
action with regard to such occurrence, and Customer shall provide reasonable
assistance and cooperation to enable InterCept to investigate and take legal
action with regard to such occurrence.
8.2 Customer agrees that InterCept shall have the right to contact
cardholders during the investigation of any occurrence for which Customer is
malting a claim hereunder. Further, Xxxxxxxx agrees to use best efforts to
obtain an affidavit from any such cardholder, attesting to his or her lack of
involvement in the occurrence and his or her willingness to assist in any
investigation and legal action relating thereto.
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Secure Debit Agreement CONFIDENTIAL_________INITIAL
8.3 Within 24 hours of receiving notice from a cardholder that a Debit Card
has been lost, stolen or compromised, Customer shall report such notice to
InterCept so that the Debit Card may be included on the MasterCard Warning
Bulletin or Visa Exception File (as applicable) for such period of time as is
necessary (recommended minimum of 6 months) to protect against attempted
fraudulent transactions. Customer shall pay all charges and costs incurred for
inclusion of the Debit Card on the MasterCard Warning Bulletin or Visa Exception
File.
9. FRAUD INDEMNIFICATION FEES. For each month during the term of this
----------------------------
Addendum, Customer will pay InterCept a fee (the "Fraud Indemnification Fee's in
an amount equal to 10% of Customer's gross monthly interchange fee income
arising from Debit Cards. The Fraud Indemnification Fee is in addition to any
Monitoring Fees owed by Customer and is not eligible for a waiver as is the
Monitoring Fee.
10. CUSTOMER MUST SELECT ONE OF THE FOLLOWING TWO OPTIONS FOR SECURE DEBIT
SERVICES:
(a) - FRAUD DETECTION SERVICES AND FRAUD INDEMNIFICATION. Customer
elects to receive both Fraud Detection Services and Fraud Indemnification. All
sections of this Addendum shall be in effect. Customer shall be responsible for
the fees described in sections 6 and 9.
(b) - FRAUD DETECTION SERVICES ONLY. Customer elects to receive
only Fraud Detection Services and declines Fraud Indemnification. Sections 7, 8,
and 9 of this Addendum shall not apply. Customer shall be responsible for the
fees described in Section 6 only.
Each of InterCept and Customer has agreed to these terms and conditions as of
the date set forth below:
Customer: Cherokee Bank, Canton, GA InterCept, Inc.:
By:___________________________ By:___________________________
______________________________ ______________________________
Print Name Print Name
______________________________ ______________________________
Print Title Print Title
______________________________ ______________________________
Date Date
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Secure Debit Agreement CONFIDENTIAL_________INITIAL
EFT/ATM PRICING PROPOSAL FOR
CHEROKEE BANK
CANTON, GA 04/20/04
EFT SERVICES MONTHLY FEES
===========================================================================
MONTHLY PROCESSING FEES (ATM SERVICES) $ 700.00
Card Management Services
Card Issue Service
ATM Support Services
ATM Terminal Driving
Host File Authorization
(INCLUDES CORE DISCOUNT)
MONTHLY PIN-BASED TRANSACTION FEES
PIN-based Transaction Attempts $ 0.08
Surcharged Transactions (each) $ 0.05
DEBIT MASTERCARD SERVICES MONTHLY FEES
Base Processing Fee $ 125.00
Card File Residency (each) $ 0.06
Transactions:
-------------
Authorization (each) $ 0.08
Settlement (each) $ 0.08
Association Fees (MCBS/Assessments) Pass Thru
AFFILIATE MEMBER
"SAFE" Reporting $ 25.00
Quarterly Reporting ($100.00 per Quarter) $ 33.33
Affiliate Management Fee $ 25.00
EFT SERVICES ADDITIONAL MONTHLY FEES
Additional Dedicated ATM Support ($100 each) $ 200.00
Cirrus/MasterCard Network Connect Monthly Fee . $ 50.00
InterCept Switch Network Connect Monthly Fee Waived
Maestro Network Connect Monthly Fee $ 50.00
Pulse Network Connect Monthly Fee Waived
Plus/Visa Network Connect Monthly Fee $ 50.00
DEBIT MASTERCARD MISCELLANEOUS FEES
Lost/Stolen Card Service (includes 3 per month) $ 25.00
Cards over 3 per month assessed fees per EFT Schedule of
Service Fees
Affiliate Members: Annual BIN Fee $ 100.00
*MasterCard-Fees and Other Services: The Affiliate
Member will be responsible for all MasterCard fees and
any other costs not specified within this contract
OTHER MONTHLY CONSIDERATIONS AFTER CONVERSION
Additional Network Support (each) $ 100.00
Additional Dedicated ATM Support (each) $ 100.00
NATIONAL NETWORK MONTHLY MEMBERSHIP FEES
Cirrus $ 50.00
Plus $ 50.00
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EFT/ATM Pricing CONFIDENTIAL_________INITIAL
2004 EFT SCHEDULE OF SERVICE FEES
CHANGES TO INSTITUTION PARAMETERS CUSTOM PLASTIC
Implement/Change Service Charge $ 100.00 ATM card stock By Quote
Change in Settlement Account Number $ 100.00 Debit MasterCard card stock By Quote
Add Telepin Service $ 150.00 VisaCheck card stock By Quote
Card Production changes (daily extract, reissue, etc.) $ 50.00 Card artwork (Set-up Fee) $ 300.00
Add network access (contracts, system, testing) $ 300.00 Card artwork clean up (per hour) $ 75.00
Setting up PIN Salvage $ 150.00
Add a new Card Type $ 150.00 GENERIC PLASTIC
Other per request By Quote ATM card stock $ 1.00
Card carrier modification $ 150.00 Debit MasterCard card stock $ 1.25
Change to File Dispatch (per hour $ 195.00 VisaCheck card stock $ 1.20
Card Artwork $ 150.00
MISCELLANEOUS REQUESTS
Requests for Custom Programming and Certification $ 175.00 MISCELLANEOUS CARD CHARGES
General Ledger Balancing and Reconciliation (per $ 100.00 Ultra graphix set up $ 100.00
hour)
Cardholder Reports-CD or email .01 per card, $50 Ultra graphix print (post manufacturing) $ 0.20
minimum
Cardholder Reports-Paper .01 per card, $75 Inserts printed By Quote
minimum
On-site Training (per hour - 4 hour minimum) $ 100.00 Overnight shipping Pass Thru
Corporate Training (per hour) $ 50.00 Secure shipping Pass Thru
Research & ATM Balancing $ 50.00 UPS charges Pass Thru
Return of ACH Settlement $ 200.00 Cards destroyed-MM/Visa $ 0.07
Reprints of daily reports on CD (each) $ 50.00 Cards destroyed-ATM $ 0.05
Reprints of daily reports via email (each) $ 35.00 Card storage (per type, per month) $ 30.00
PVK or "A" DES Key replacement $ 150.00 Custom Card gloves By Quote
24 hour - Rush Card delivery $ 50.00 Generic Card gloves $ 0.10
FedEx charges Pass thru PIN only requests $ 0.60
Reversal File $ 50.00 Card/PIN order destroyed before mailing $ 6.50
Changes to Terminal Parameters Invalid card requests $ 0.90
Surcharge Amounts (per terminal) $ 50.00 Excess Batch Charges (each) $ 8.00
Surcharge Avoidance Parameters (per terminal) $ 50.00 Rush Order Fees (same day card orders) $ 50.00
Mass Card Issuance $ 500.00
Mass Changes to Cardholder File $ 200.00 PHOTO CARDS
Mass Cardholder Deletes $ 200.00 VisaCheck Card Stock $ 1.20
1.25
SECURITY FEES Debit MasterCard Card Stock One Time Program Setup
Chargeback/Adjustments $ 15.00 New Customer/New Card Type $ 500.00
Lost/Stolen monthly charges (includes 3) $ 25.00 Existing Customer/New Card Type $ 295.00
Additional card reported $ 7.00 Image Storage - Per image/year $ 0.50
$1.95
CARD PRODUCTION FEES Photo Imaging on card Signature imaging on card
EMBOSSING AND ENCODING Surcharge for batch processing $ 3.00
ATM Cards produced $ 1.35
Debit MasterCards produced $ 1.55 ABILITY TO ORDER CARDS MORE THAN ONCE
VisaCheck Cards produced $ 1.55 Ordering One (1) Time per Week
Postage $ 0.37 Ordering Two (2) times per Week $ 40.00
Ordering Three (3) times per Week $ 80.00
INSTANT ISSUE Ordering Four (4) times per Week $ 120.00
File Generation Fee $ 100.00 Ordering Five (5) times per Week $ 160.00
Per ATM card issued $ 1.35
TELEPIN
Telepin-in Branch $ 0.50
Telepin-at Home $ 0.60
***ALL SHIPPING/POSTAGE/TRAVEL IS BILLED AS INCURRED.
2004 EFT SCHEDULE OF SERVICE FEES
The following schedule outlines the per item fees for services performed outside
of basic EFT processing. All of these services have been designed to provide
your institution with a full range of program options based on individual needs.
These fees are effective January 01, 2004 and are subject to change.
ADDITIONAL EXPEDITE FEE
NOTICE - BUSINESS DAYS
STANDARD ATM INSTALLATION FEES <10 DAYS <5 DAYS <2 DAYS
On-line ATM Installation $ 500.00 $ 300.00 $ 500.00 $ 750.00
Download correction/modification $ 300.00
Dial-up ATM Installation $ 250.00 $ 150.00 $ 250.00 $ 375.00
ATM Swap out
Full Model Swap-out $ 500.00 $ 300.00 $ 500.00 $ 750.00
Same Model Upgrade $ 250.00 $ 150.00 $ 250.00 $ 375.00
"B" Key Replacement (3 pair) $ 100.00
Triple DES Upgrade $ 300.00
Includes 3 hours of support, each additional $ 175.00
Upgrade ATM to IP (per ATM) $ 300.00
Router Charges (per hour) $ 175.00
HOST INTERFACE FEES
On-line to PBF change / downgrade $ 200.00
Certification of New Host Interface
Off-Shelf Model $3,000.00
Includes 15 hours of test time, each additional $ 200.00
Custom Host Interface (ISO 8583 Format) $8,000.00
Includes 15 hours of test time, each additional $ 200.00
Additional Documentation After Conversion $ 50.00
Host Reconciliation Software $1,000.00
MERGERS
Adding Card Program (non-customer) $2,995.00
Deleting Card Program (existing customer) $1,500.00
Adding ATM (each) $ 500.00
Removing ATM from Service (each) $ 100.00
Mass Card Issuance $ 500.00
Mass Changes to Cardholder File $ 200.00
Mass Cardholder Deletes $ 200.00
BANK NAME CHANGE (Networks, Contracts, Card Vendor, et al.) $ 500.00
Bank/Terminal Parameter Update $ 200.00
Download Changes/Per Terminal $ 100.00
NEW CARD PROGRAMS
Business Debit Card $1,000.00
Gold Debit Card $1,000.00
DECONVERSION FEES
Base Deconversion Fee $1,500.00
Deconversion File (each) (CD, Cartridge, Open Reel) $1,500.00
Per Network Notification/Transfer/Deletion $ 200.00
Per ATM $ 100.00
6 Month Report Delivery via weekly email $ 600.00
6 Month Report Delivery via CD-Rom $1,200.00
PVK or "A" DES Key replacement $ 150.00
Return of ACH settlement $ 200.00
