EMPLOYER ELECTRONIC BANK TRANSFER AGREEMENT
This Agreement, dated as of {dateRequested}, is between {companyName}
(hereinafter called ORIGINATOR), Asure's banking institutions (hereinafter called ODFI), and Asure Software (hereinafter called THIRD PARTY SERVICE PROVIDER TPSP). This Agreement shall cover all electronic transactions that occur using the Automated Clearing House (ACH) system
This agreement shall bind the ORIGINATOR and the TPSP to the NACHA Operating Rules that are in effect at any given time. For purposes of the Rules, an ORIGINATOR will be defined as an entity with whom the RECEIVER has a contractual relationship and to or from whom funds are ultimately owed.
The NACHA Operating Rules require that either (1) the ORIGINATOR and the ODFI have entered into a contractual agreement under which the ORIGINATOR agrees to be bound by the NACHA Operating rules or (2) the TPSP has entered into an appropriate agreement with the ODFI under which the TPSP agrees to be bound by these rules. Both the ORIGINATOR and the TPSP acknowledges that entries may not be initiated that violate the laws of the United States and that the ORGINATOR has entered into an appropriate agreement under which the ORIGINATOR has assumed the responsibilities of an ORIGINATOR under these rules.
1) By utilizing the services of Asure, the ORIGINATOR has entered into a contractual agreement with a TPSP, to process the ORIGINATOR’S payments. In this instance the TPSP rather than the ultimate ORIGINATOR of the payments has the contractual relationship with the ODFI. The ORIGINATOR authorizes the TPSP to send or transmit to its ODFI, a credit entry to the account of a RECEIVER to effect a payment from that entity to the RECEIVER or to send or transmit a debit entry to the RECEIVER’S account in order to effect a payment from the RECEIVER to that entity. The originator and the TPSP acknowledge that in entering into such agreement, the ODFI and/or the TPSP have the right to audit ORIGINATOR’S, TPSP’S and the TPSP ORIGINATOR’S compliance with the Origination Agreement and these Rules, and to terminate or suspend the agreement for breach of the Rules in a manner that permits the ODFI to comply with the Rules.
2) Each RECEIVER that desires to utilize electronic transfer of funds will provide ORIGINATOR with a Direct Deposit Authorization Agreement. The Direct Deposit Authorization agreement will authorize ORIGINATOR to utilize the TPSP to initiate paperless electronic transfer of funds for sums due or payable for deposit at the RECEIVER’S BANK (RDFI) where such account is maintained. The electronic transaction may, upon request, be transmitted to other financial institutions that are not members of NACHA, but which have made arrangements with NACHA.
3) Each RECEIVER that desires to utilize electronic transfer of funds will also authorize the ORIGINATOR to utilize the TPSP to initiate paperless debits or corrective reversal entries for sums due to the ORIGINATOR for erroneous transaction at the RDFI. These reversal entries shall be governed by NACHA rules and regulations. The electronic transaction may, upon request, be transmitted to other financial institutions that are not members of NACHA, but which have made arrangements with NACHA.
4) Upon receipt of the electronic transaction at each RDFI, the amounts shall be applied to the appropriate account(s), provided however, that should such bank for any reason be unable or unwilling to complete the transaction, it will, within two (2) banking days following receipt, return the entry to NACHA for distribution back to the TPSP.
5) ORIGINATOR hereby authorizes the TPSP to make corrective reversal entries in accordance with the operating rules of NACHA to correct such errors as which may arise; errors which are within the knowledge of the ORIGINATOR and the TPSP. "ERROR", as contemplated by this provision shall include, without limitation, circumstances under which credit entries to the receiver of a RDFI would result for whatever reason in an overdraft upon the account of ORIGINATOR or the TPSP’S ODFI.
6) ORIGINATOR hereby agrees to indemnify and hold the TPSP, ODFI, RDFI and other PARTICIPATING BANKS, as well as the NACHA harmless from any claim incident to the operation of this plan arising from any act or omission of ORIGINATOR, its employees or any independent contractor providing payroll processing services directly to ORIGINATOR including, without limitation, any claim based on alleged loss as a result of non-credit of any deposit, and any claim which may be made by a depositor as a result of the rejection of any debits because of insufficient funds arising from the failure to credit deposits to said account.
7) Neither NACHA nor any PARTICIPATING BANK shall have responsibility for the accuracy of deposit amounts furnished by the ORIGINATOR, nor shall any such bank or NACHA be under any duty to deliver statements of earnings or any other statements to the depositor concerned. ORIGINATOR shall be responsible for delivering such statements.
8) The TPSP requires that all funds scheduled for electronic transfer from ORIGINATOR, be deposited into the designated account(s) in sufficient time to ensure that the TPSP debits clear. The TPSP will debit the total amount of the funds from ORIGINATOR one business day prior to check date.
9) ORIGINATOR hereby agrees that if debits are returned for any reason, the TPSP requires that client immediately wire funds to cover the returned amounts. If the deficiency is not resolved within three banking days, the TPSP reserves the right to terminate ORIGINATOR from its services effective immediately without providing 90 days notice, and to pursue immediate legal action, including but not limited to placing a freeze on escrowed funds and or reversal of payments. If legal action is required by the TPSP, Originator agrees to pay all TPSP costs and legal fees associated with such action.
10) In order to ensure the integrity of your payroll data. If adjustments to PayCard transactions that were originally issued through payroll are necessary, these adjustments MUST be made through a PayData payroll process. Offline transactions are not recommended