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Addendum C : Transaction Processing Agreement
Subject to EC Suite's Master Services Agreement including all Addendums, Attachments, Service Orders, and Acceptable Use Policies (AUPs); ECS will provide the following services under the terms and conditions outlined herein.
When used in this agreement, the following definitions apply:
2. Website Pricing Options
The minimum price that you can charge is $2.95 per transaction. The maximum is $99.99 per transaction. Any exceptions must be applied for in writing to ECS, and may or may not be accepted based solely on ECS' discretion.
The services covered by this Addendum include ECS' processing and access management tools.
4. Tangible Goods Sales
ECS agrees to permit Client to submit ecommerce transactions for tangible goods, and Client agrees to submit transactions for the sale of tangible goods subject to the terms of this Agreement, the attached policies (Exhibit B) and the attached addition to ECS' standard AUP (Exhibit A).
Client acknowledges and agrees that it will not use ECS' systems for any purpose that is illegal.
The net amount of any and all weekly payments will be the amount of customer charges minus the margin, security deposit, and refunds not processed in previous payments, chargebacks, ACH returned items, payment delivery fees, taxes, penalties, and any additional security deposit amounts. ECS reserves the right to charge any of these deductions against the security deposit and to require you to replenish the security deposit to a level deemed appropriate solely by ECS or its Merchant Bank. Client agrees to pay the fees set forth in the Service Order attached hereto for the services provided by ECS. ECS shall have the right to change the fees stated herein upon providing notice to Client at least 10 days prior to the effective date of such changes. ECS will deduct this fee from your funds before payment to you.
In addition to the fee, ECS shall hold a security deposit for a minimum of six months as set forth in the Service Order attached hereto. ECS may increase its security deposit requirements, at any time, if in ECS' sole discretion it is necessary to cover potential refunds, chargebacks, customer disputes, and/ or fines or penalties imposed directly or indirectly on ECS by its acquiring bank, the card associations or regulatory agencies.
In the event Client utilizes both transaction processing and hosting services from any affiliated entities, Client hereby authorizes and agrees to allow the funds of their transaction processing reserve to be applied, wholly or in part, to their delinquent hosting account. This offset is intended to protect the Client from discontinuation of hosting services for unpaid balances on account.
If ECS is penalized by its acquiring bank, a card association, or NACHA for chargebacks, refunds, or returned checks arising from ECS' processing transactions for your website(s), ECS may at any time and at its discretion pass through to you actual amount of the penalty per item. ECS' waiver of this paragraph for any period of time does not constitute forfeiture of ECS' right to impose the application of the penalties retroactively or for that period of time. You acknowledge that the card associations and regulatory agencies may apply chargebacks and fines retroactively and that ECS must retain that right as well. In the event a flat amount penalty is assessed against ECS as opposed to a per transaction penalty, ECS may at its sole discretion prorate the flat amount among those clients that ECS at its sole discretion deems to have been the cause of the penalty.
Disputes of charges or fees assessed for ECS service must be reported to ECS within 90 days of the charge or fee appearing in Merchant's account reports, delivered via the ECS Admin Portal. Disputes presented to ECS for these fees more than 90 days after the charge or fee will be denied. Billing disputes resolved in favor of Client will result in account credits for the respective disputed amount. Cash refunds will not be provided.
ECS will issue payment to you on a weekly basis. The payment made will be for the net amount of the customer charges for the week ending on Saturday, one week prior to the week the payment is issued. The minimum net amount that ECS will payout in any week is $100.00 for wire transfers and $25.00 for checks. Minimums are after deduction of the processing the payment. Lesser amounts will be held by ECS until the minimum has accumulated. While ECS will make reasonable effort to make payment on Monday, if there are unusual circumstances such as delays in ECS receiving payment from banks, holidays, or system failures, ECS will make payment as soon after Monday as possible.
The net amount of payment will be the amount of customer charges minus ECS' fees, security deposit, refunds not processed in previous payments, chargebacks, payment delivery fees, taxes, penalties, and any additional security deposit amounts. ECS reserves the right to charge any of these deductions against the security deposit and to require you to replenish the security deposit to a level deemed appropriate solely by ECS or its Merchant Bank.
In order to resolve complaints and disputes, you agree that ECS may issue refunds without your knowledge or approval in any situation ECS thinks is appropriate. ECS may also include the customer in its database of blocked accounts if there is an indication of fraud or inappropriate use of the customer's information by the customer or anyone else.
ECS offers additional services to its clients under separate Addendums. You agree that ECS has, and you hereby assign to ECS, the right to utilize funds due you under this Addendum to satisfy any fees that may occur under any other Addendums or Attachments you have entered into with ECS.
You and ECS can cancel this Addendum at any time with 10 days written notice. Email and telephone are not acceptable forms of notice. ECS also has the right to cancel this Addendum without notice, if you violate the terms of this Addendum, or ECS' Acceptable Use Policies (AUP). ECS' AUP is available to Client through Client Administration System ECS will change its AUP from time to time and it is your responsibility to check it often to make sure you are in compliance. In cases of minor violations, ECS will give you an opportunity to become compliant, but ECS can cancel this Addendum or take any other action ECS feels is appropriate if you do not comply. Serious violations by you or any of your referrers or upon notification by any of the card associations or regulatory agencies to discontinue accepting transactions will result in ECS canceling this Addendum immediately.
During the term of this Agreement or in the event that you cancel this Agreement, you agree that for a period of one year following such cancellation you will not attempt to circumvent EC Suite by utilizing any of EC Suite's acquirers or service providers for processing transactions for your websites.
In the event Client's account is suspended for unacceptable conduct or suspicion of fraud, all rebilling members may be cancelled and all monies held for a period of six months to one year. In addition, ECS reserves the right, where feasible, to implement technical mechanisms, which prevent the occurrences listed above. Furthermore, ECS is under no obligation to notify client of its actions.
ECS may deactivate ECS accounts or sub accounts that have not processed any transactions within a 90-day period or the ECS join page is not viewable from the home URL of the protected website. Accounts are deactivated in order to minimize the unnecessary operational cost associated with maintaining them in the system.
8. Your Obligations
You agree to use ECS' services for the sale of legal content, downloadable products, and services from your website. You will not use ECS' services for the sale of property or items that cannot be downloaded from your website by your customer.
On ECS' signup page for your website, ECS will plainly show the customer the price(s) you are charging and all terms and conditions of the purchase. If this Addendum is terminated by either you or ECS for any reason, you must leave the ability for customers to cancel their purchases through ECS' services until there are no more active recurring memberships. If you do not do this, or if in ECS' judgment there will be excessive chargebacks, ECS may without notice immediately issue refunds to your customers, and hold all payments and reserves until such time as ECS is convinced that there will be no further refunds and/or chargebacks. The minimum time that ECS will withhold payment is six months.
You are responsible for and agree to always maintain the ability to respond to your customer's technical inquiries and try to resolve issues amicably. If, in ECS' opinion customer complaints and/or chargebacks are excessive, ECS may choose to cancel this Attachment and you agree to immediately reimburse to ECS all its expenses fines and fees related to chargebacks and refunds.
Within the limits imposed by paragraph 2 of this Addendum you may change the access prices and subscription options for your website whenever you want. The correctness, functionality, and accuracy of these changes are your responsibility regardless of who makes them.
9. Entire Addendum; Modifications
The MSA and all addendums and attachments set forth the entire agreement and understanding between the parties and merges all prior discussion between them. ECS reserves the right to modify this Addendum at any time. Utilization of the service by you and/or your customers following the effective date of any change or modification of this Addendum on ECS' website will constitute acceptance by you of such change(s). Otherwise, this Addendum may not be modified except by the written consent of both parties.
For your own protection, you understand and agree that ECS will only accept requested changes and modifications to this Addendum that are in writing and signed by the individual(s) signing this Addendum.
ECS strongly discourages clients from having more than one person sign this Addendum. If you choose to have more than one person sign this Addendum, please be advised that, when notified of a dispute, ECS will not make any changes to the account or disburse or refund any monies until ECS receives either written stipulation signed by all signatories or a court order.
10. Addendums and Schedules
All documents required by this Addendum must be received by ECS prior to ECS processing any transactions. This Addendum becomes effective on the date that the Service order is accepted by ECS.
The following modifies or reinforces ECS' standard AUP for the purpose of sale of tangible goods.
Additional Attachment Listing