HomeMy WebLinkAboutEDB Executive Summary - InvoiceCloud Revised 02-03-23 EXECUTIVE SUMMARY
AGENDA ITEM:
Proposed Master Subscription Agreement with Invoice Cloud, Inc. (Invoice Cloud)
Date: February 2, 2023
IBACKGROUND:
CCUA's current payment processing system is a stand-alone online platform that is not integrated
with our current billing system. This system is inefficient for our staff and creates a multi-step
and often times confusing experience for our customers. Customers survey results have also
indicated that increased access to billing data and online payment options are an opportunity for
the utility to increase customer satisfaction.
Invoice Cloud provides a cloud-based software platform for payment processing services that
integrates directly with SpryPoint. This integration will increase staff efficiency and create a
-0 seamless customer experience. Our customers will have access to an increased number of payment
a options, ability to enroll in self-service paperless billing, schedule payments or enroll in AutoPay,
0
and make one-click payments through email, text, or calendar reminders.
c
c Staff requests authorization to engage Invoice Cloud, a preferred Payment Processing partner of
ce SpryPoint.
Section 17,last sentence, of Chapter 94-491, Laws of Florida, Special Acts of 1994, states:
"Nothing in this section shall be deemed to prevent the authority from hiring or retaining such
engineers, attorneys, financial experts, or other technicians as it shall determine, in its discretion,
or from undertaking any construction work with its own resources, without any such public
advertisement."
CCUA's current purchasing policy Section 6.F. states:
"Professional services, as permitted under Section 17 of Chapter 94-491, are excluded from the
public advertisement and competitive bidding requirements. Except in the case of an emergency,
as described in section A. above, such services shall be approved in advance by the Board of
Supervisors."
BUDGET:
Staff determined the fee for professional services is fair, competitive, and reasonable. Invoice
Cloud Inc. will be paid monthly based on the number of transactions processed. CCUA will not
begin paying for the service until implementation in early 2024 so there will be no budget impact
//AW(Author)
//AW,KO,AB (Review)
//JW//JDJ(Final)
this fiscal year. The monthly costs will be estimated using transactional data and will be included
in the Operating Budget in future fiscal years.
RECOMMENDATION:
Staff respectfully recommends the Board of Supervisors' approval of the Master Subscription
Agreement with Invoice Cloud, Inc.
ATTACHMENTS:
Invoice Cloud, Inc. Biller Subscription Agreement
//AW(Author)
//AW,KO,AB (Review)
//JW//JDJ(Final)
Biller Agreement
1.License Grant&Restrictions.Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement,Invoice
Cloud hereby grants Biller a non-exclusive, non-transferable, worldwide right to use the Service described on the Biller Order Form until
termination as provided herein,solely for the following purposes,and specifically to bill and receive payment from Biller's own customers,for
Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.
Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers.Unless otherwise expressly agreed to in writing by Invoice
Cloud to the contrary,Invoice Cloud will process all of Biller's Customers'Payment Instrument Transactions requirements related to the Biller
Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the
Biller Order Form. In addition,Biller will execute all third-party applications and enter into all agreements required for the Service without
unreasonable delay, including without limitation Payment Processing Agreements and merchant agreements that may be required upon
implementation, or later at such time as the Service operates with different or multiple payment processors. Throughout the Term of this
Agreement,for"Invoice Types"listed on the Biller Order Form(e.g.,real estate taxes,utility bills,parking tickets,insurance premium,loans,
etc.), Biller will not use the credit card processing, ACH or check processing of any bank,payment processor, entity, or person, other than
Invoice Cloud via electronic data transmission or the authorization for processing of Biller's Customers'Payment Instrument Transactions,for
each electronic payment method selected in the Biller Order Form.
Biller shall not: (i)license,sublicense,sell,resell,transfer,assign,distribute or otherwise commercially exploit or make available to any third
party the Service in any way; (ii)modify or make derivative works based upon the Service; (iii) recreate, "frame" or"mirror" any portion of
the Service on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Service; or (v) copy any features,
functions or graphics of the Service.
2.Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at http://www.invoicecloud.com/privacy.html. Invoice
Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not
materially adversely impact such policies.Invoice Cloud will maintain compliance with current required Payment Card Industry(PCI)standards
and Cardholder Information Security standards.
3.Account Information and Data.Invoice Cloud does not and will not own any Customer Data,in the course of providing the Service.Biller,
not Invoice Cloud, shall have sole responsibility for the accuracy,quality,integrity,legality, and reliability of, and obtaining the intellectual
property rights to use and process all Customer Data.In the event this Agreement is terminated,Invoice Cloud will make available to Biller a
file of the Customer Data(to the extent that Invoice Cloud is permitted to provide pursuant to applicable law and PCI-DSS standards),within
30 days of termination of this Agreement(or at a later time if required by applicable law),if Biller so requests at the time of termination.Invoice
Cloud will retain Customer Data for a period from its creation for the time frame that is listed in the Biller Order under"Data Retention",and
reserves the right to remove and/or delete remaining Customer Data no less than 60 days after termination or expiration except as prohibited
by applicable law or in the event of exigent circumstances.
4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to
Customer Data that the Biller's customers consider confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner
consistent with the maintenance of Invoice Cloud's own Confidential Information,using at least as great a degree of care as it uses to maintain
the confidentiality of its own confidential information,but in no event use less than commercially reasonable measures. Invoice Cloud will not
sell,transfer,publish,disclose,or otherwise make available any portion of the Customer Data to third parties,except as permitted under this
Agreement or required to perform the Service or otherwise required by applicable law.
Invoice Cloud(and its licensors,where applicable)owns all right,title and interest,including all related Intellectual Property Rights,in and to
the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions,
ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the
Service.In the event any such intellectual property rights in the Invoice Cloud Technology,the Content or the Service do not fall within the
specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice
Cloud,Biller hereby irrevocably,expressly and automatically assigns all right,title and interest worldwide in and to such intellectual property
rights to Invoice Cloud. The Invoice Cloud name,the Invoice Cloud logo,and the product names associated with the Service are trademarks
of Invoice Cloud or third parties,and no right or license is granted to use them.
Biller agrees that during the course of using or gaining access to the Service(or components thereof)it may be furnished with or otherwise
have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, the
Agreement,customer and/or prospective customer information,product features and plans,the marketing/sales collateral,pricing and financial
information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information that by its very
nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as
proprietary, confidential, or private (the "Confidential Information"). Biller agrees to secure and protect the Confidential Information in a
manner consistent with the maintenance of Invoice Cloud's rights therein,using at least as great a degree of care as it uses to maintain the
confidentiality of its own confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish,
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disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties (and will ensure that its
employee and agents abide by the requirements hereof),except as expressly authorized in this Agreement or otherwise required by applicable
law.
Invoice Cloud acknowledges Biller's obligations under Art. 1,Section 24,Florida Constitution,and Chapter 119,Florida Statutes,as from time
to time amended (together, the "Public Records Laws"), to release public records to members of the public upon request. Invoice Cloud
acknowledges that Biller is required to comply with the Public Records Laws in the handling of the materials created under this Agreement
and that the Public Records Laws control over any contrary terms in this Agreement and any Statement of Work("SOW"). In the event that
records required to be disclosed by Biller pursuant to the Public Records Laws contain Invoice Cloud's Confidential Information or trade
secrets, Biller shall provide Invoice Cloud with prompt written notice of the disclosure request and afford Invoice Cloud a reasonable
opportunity to seek protective legal treatment for such Confidential Information or trade secrets as necessary prior to the disclosure of the
requested records. Invoice Cloud shall comply with all requirements of Chapter 119,Florida Statutes, to the extent applicable to the records
and documents associated with this Agreement.In accordance with Section 119.0701(3)(a),Florida Statutes(or successor statutes),a request
to inspect or copy public records related to this Agreement must be made directly to Biller.
IF INVOICE CLOUD HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO INVOICE CLOUD'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE BILLER'S
CUSTODIAN OF PUBLIC RECORDS AT (904) 272-5999, lvalentin@cla_yutility.org, 3176
OLD JENNINGS RD., MIDDLEBURG, FL 32068.
5.Billing.Invoice Cloud fees for the Service are provided on the Biller Order Form.Invoice Cloud's fees are exclusive of all taxes,levies,or
duties imposed by taxing authorities. Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be
responsible for payment of all such taxes,levies,or duties,excluding only United States(federal or state)taxes based solely on Invoice Cloud's
income. Notwithstanding the foregoing,if Biller provides Invoice Cloud with a valid tax exemption certificate authorized by the appropriate
taxing authority, Biller shall not be required to pay the taxes listed as exempt on such certificate, provided that Invoice Cloud shall not be
required to pay such taxes.All payment obligations are either auto debited from the Biller Bank Account or payable on receipt of invoice from
Invoice Cloud, and are non-cancellable, and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion determines
otherwise,all fees will be billed in U.S. dollars. If Biller believes Biller's bill or payment is incorrect,Biller must provide written notice to
Invoice Cloud within 60 days of the earlier of the invoice date,or the date of payment,with respect to the amount in question to be eligible to
receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to modify pricing with
respect to applicable fees to be paid under this Agreement,at any time upon thirty days written notice to Biller:a)based on increases incurred
by Invoice Cloud on Network Fees from credit card processers,bank card issuers,payment associations,ACH and check processers;or b)if,
during the Term,the average credit card payment processed by Invoice Cloud for any three(3)consecutive month period exceeds 110%of the
Average Credit Card Transaction$specified on the corresponding Invoice Parameter Sheet(s),to the extent that Invoice Cloud incurs increases
in Network Fees. Invoice Cloud, on at least 30 days written notice to Biller,may also increase any or all fees referenced in the Biller Order
Form(including any Invoice Parameter Sheets),by no more than the greater of CPI for the preceding period or 5%,provided,however, that
such increase may not apply during the first year after the execution date of the Biller Order Form and may not occur more than once per year
thereafter. The parties agree that all invoiced payments due from Biller will be governed by the Florida Local Government Prompt Payment
Act,which provides that payments will be made not later than 45 days from receipt of proper invoice.
6.Term and Termination.The initial term of this Agreement shall commence as of the execution date of the Biller Order Form and continue
for a period of five(5)years after the Go Live Date("Initial Term"),and will automatically renew for each of additional successive three(3)
year terms("Renewal Term")unless terminated as set forth herein."Term"as used herein shall mean the Initial Term and any Renewal Term.
This Agreement may be terminated by either party effective at the end of the Initial Term or any Renewal Term by such party providing written
notice to the other party of its intent not to renew no less than ninety(90)days prior to the expiration of the then-current term. Additionally,
this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party
and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party.Upon any early termination
of this Agreement by Invoice Cloud as a result of breach,Biller shall remain liable for all fees and charges incurred,and all periodic fees owed
through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement,
Biller's password and access will be disabled and Biller will be obligated to pay the balance due on Biller's account.Biller agrees that Invoice
Cloud may charge such unpaid fees to Biller's Debit Account or credit card or otherwise invoice Biller for such unpaid fees
This Agreement is subject to the appropriation of funds each fiscal year. In the event that Biller does not receive sufficient funds from the
applicable local source,state legislature,and/or federal sources to pay those fees set forth in the Biller Order Form that are not charged directly
to Customers(i.e.,those fees charged directly to Biller including,without limitation,monthly portal access fees,Online Bank Direct monthly
access fees, and adoption-based fees), the parties may mutually agree, upon Invoice Cloud receiving written documentation from Biller
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verifying the insufficient appropriation,to exercise any single or combination of the following options until such time as Biller is able to budget
sufficient funds: (a)waiving those fees that are not charged directly to Customers as described above;(b)increasing the fees charged directly
to Customers to account for the shortfall in fees paid to Invoice Cloud as a result of the non-appropriation;or(c)suspending the provision of
the specific Service(e.g.,Online Bank Direct)for which Biller did not receive sufficient appropriation. In the event that the Parties elect not
to exercise one or more of the options listed above,either party may terminate this Agreement with thirty(30)days'written notice to the other
party,and this Agreement shall thereby terminate on the earlier of the last day of the fiscal period for which sufficient appropriation was made,
or whenever the funds appropriated for payment under this Agreement are exhausted. Payment for Services provided up to the date of
termination shall be made to Invoice Cloud by Biller, except that no payment shall be made or due to Invoice Cloud under this Agreement
beyond those amounts appropriated and budgeted by Biller to fund payments under this Agreement.
7.Invoice Cloud Responsibilities.Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement.
Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Biller Order Form and the
Statement of Work,attached hereto and incorporated herein by reference(the"Statement of Work"),under normal use and circumstances,and
that Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such,in the operation
of the Service; provided, that the Biller shall maintain immediately accessible backups of the Customer Data (to the extent that Biller is
permitted pursuant to applicable law and PCI-DSS standards). In addition, Invoice Cloud will, at its own expense, as the sole and exclusive
remedy with respect to performance of the Service,correct any Transaction Data to the extent that such errors have been caused by Invoice
Cloud or by malfunctions of Invoice Cloud's processing systems.
8.Limited Warranty.EXCEPT AS PROVIDED IN SECTION 7,THE SERVICE AND ALL CONTENT AND TRANSACTION DATA IS
PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE
HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS
LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT
REPRESENT OR WARRANT THAT(A)THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE,OR OPERATE
IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT
EXPERIENCE DELAYS IN PROCESSING OR PAYING, OR(C)THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO
SIZE OR VOLUME.Invoice Cloud's service may be subject to limitations,delays,and other problems inherent in the use of the internet and
electronic communications.Invoice cloud is not responsible for any delays,delivery failures,or other damage resulting from such problems.
9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is
responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws,and regulations in connection with Biller's
and/or its customers' and/or any payers'use of the Service,including those related to data privacy,communications,export or import of data
and the transmission of technical,personal or other data.Biller represents and warrants that Biller has not falsely identified itself nor provided
any false information to gain access to the Service and that Biller's billing information is correct. Biller shall: (i) notify Invoice Cloud
immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii)report to Invoice
Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users;
and (iii) obtain consent from Biller's customers and payers to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not
responsible for any Biller postings in error due to delayed notification from credit card processors,ACH,bank and other related circumstances.
Biller agrees and acknowledges that in the event that Biller has access to,receives from,creates,or receives protected health information, or
Biller has access to,creates,receives,maintains or transmits on behalf of electronic protected health information(as those terms are defined
under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA")and
Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment
Act of 2009("ARRA"),during the performance under this Agreement,it will comply with all such law,regulations and rules related thereto.
Biller is required to ensure that it maintains a fair policy with regard to the refund,return or cancellation of payment for services and adjustment
of Transactions. Biller is also required to disclose all refund, return and cancellation policies to Invoice Cloud and any applicable payment
processors and Biller's Customers, as requested. Any change in a return/cancellation policy must be submitted to Invoice Cloud,in writing,
not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment,or cancellation of
services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting
such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment
cannot exceed the amount shown as the total on the original Transaction Data.Biller may not accept cash or any other payment or consideration
from a Customer in return for preparing a refund to be deposited to the Customer's account; nor may Biller give cash/check refunds to a
Customer in connection with a Transaction previously processed by credit card,debit card,ACH,or other electronic payment method,unless
required by applicable law. Biller shall cooperate with Invoice Cloud to effect a timely Implementation by Biller allocating sufficient and
properly trained personnel to support the implementation process and fully cooperating with Invoice Cloud and by securing the cooperation of
Biller's software and service providers and providing to Invoice Cloud the information required to integrate with Biller's billing,CIS and other
applicable systems.
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10.Indemnification.Invoice Cloud shall indemnify and hold Biller and Biller's employees,attorneys,and agents,harmless from any losses,
liabilities,and damages(including,without limitation,Biller's costs,and reasonable attorneys'fees)arising out of:(i)failure by Invoice Cloud
to implement commercially reasonable measures against the theft of Customer Data;or(ii)its total failure to deliver funds processed by Invoice
Cloud as required hereunder(which relates to payments due from Invoice Cloud for Transaction data).This indemnification does not apply to
any claim or complaint relating to Biller's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence or willful
misconduct or violation of any applicable agreement or law.
Notwithstanding anything to the contrary contained in this Agreement or any SOW,in light of Biller being a governmental entity,nothing in
this Agreement or any SOW shall be deemed to waive the sovereign immunity protections provided Biller pursuant to Florida law.
Notwithstanding anything stated to the contrary in this Agreement or any SOW,Biller's obligation to compensate or indemnify may be limited
and shall not exceed the limits as set forth in Section 768.28,Florida Statutes,as it may be amended from time to time,to the extent such limits
are applicable to the Services provided under this Agreement.
11.Fees.
Invoice Cloud will charge the Biller and/or payer,payment transaction and other fees as provided in the Biller Order Form. In addition,Invoice
Cloud will charge the fees set forth on the Biller Order Form for the initial platform setup,configuration,implementation and integration with
Biller system(s)of its standard Service as set forth in the Statement of Work(the"Implementation").Invoice Cloud reserves the right to also
charge for changes and additions to the Implementation, and for any requests by Biller following the implementation which are agreed in
writing by the parties,including without limitation for the following services,at its then standard rates:
• Custom development and features which are not stated in the Statement of Work and Biller Order Form, and change requests and
modifications to existing platform functionality not stated in the Statement of Work and Biller Order Form;
• Additional integrations or integration modifications after the Go Live Date that are not provided for in the Biller Order Form or
Statement of Work;
• Changes to bill presentment(web and PDF templates),billing system integrations,and other Service components coded or configured
to Biller's specifications after Biller has signed off on the relevant specification or Service is live;
• Custom data extracts and file requests that are not part of the Implementation signed off on by both parties;and
• Data conversion not listed in the Statement of Work,or repetitive re-loading of data due to Biller error.
12.Limitation of Liability.INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS
ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12)MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO
ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF
DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) DAMAGES ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THE SERVICE, EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE BEING SOUGHT OR SUCH
PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or
jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of
damages,so the exclusions set forth above may not apply to Biller.
13.Export Control.The Biller agrees to comply with United States export controls administered by the U.S.Department of Commerce,the
United States Department of Treasury Office of Foreign Assets Control,and other U.S.agencies.
14.Notice.Either party may give notice by electronic mail to the other party's email address (for Biller,that address on record on the Biller
Order Form) or by written communication sent by first class mail or pre-paid post to the other party's address on record in Invoice Cloud's
account information for Biller,and for Invoice Cloud,to Invoice Cloud,Inc., 30 Braintree Hill Office Park, Suite 101,Braintree,MA 02184
Attention: Client Services or helpdesk@invoicecloud.com. Such notice shall be deemed to have been given upon the expiration of 48 hours
after mailing or posting(if sent by first class mail or pre-paid post)or 12 hours after sending(if sent by email).
15.Assignment.This Agreement may not be assigned by either party without the prior written approval of the other party,but may be assigned
without such party's consent to(i)a parent or subsidiary,(ii)an acquirer of assets,or(iii)a successor by merger.Any purported assignment in
violation of this section shall be void.
16.Insurance.
Invoice Cloud agrees to maintain in full force and effect during the Term of the Agreement,at its own cost,the following coverages:
a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each
occurrence and Two Million($2,000,000)general aggregate.
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b. Umbrella Liability Insurance with minimum combined single limits of Five Million($5,000,000)each occurrence and Five Million
($5,000,000)general aggregate.
c. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One
Million($1,000,000)for any one occurrence,with respect to each of the Invoice Cloud's owned,hired or non-owned vehicles assigned
to or used in performance of the Services.
d. Errors and Omissions Insurance(Professional Liability and Cyber Insurance)with limits of liability of at least One Million Dollars
($1,000,000)per claim and in the aggregate.
17. Immigration Laws. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws
with respect to the personnel assigned to the Biller.
18.Beta Products.In the event that there is any functionality labelled"Beta"on the Biller Order Form,such functionality is provided"AS IS"
WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT
PROCESSORS. INVOICE CLOUD'S AGGREGATE LIABILITY WITH RESPECT TO SUCH FUNCTIONALITY SHALL BE UP TO
AND NOT EXCEED$10.
19. General.
(a)With respect to agreements with municipalities,localities or governmental authorities,this Agreement shall be governed by the law of the
state wherein such municipality, locality or governmental authority is established,without regard to the choice or conflicts of law provisions
of any jurisdiction. With respect to Billers who are not with municipalities, localities or governmental authorities, this Agreement shall be
governed by Massachusetts law and controlling United States federal law,without regard to the choice or conflicts of law provisions of any
jurisdiction.No text or information set forth on any other purchase order,preprinted form or document(other than a Biller Order Form and any
add on Biller Order Form, if applicable), and no documentation (including any implementation planning documents) except as specifically
referenced in this Biller Agreement,shall modify,add to or vary the terms and conditions of this Agreement.If any provision of this Agreement
is held by a court of competent jurisdiction to be invalid or unenforceable,then such provision(s) shall be construed,as nearly as possible,to
reflect the intentions of the invalid or unenforceable provision(s),with all other provisions remaining in full force and effect.No joint venture,
partnership,employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service.
The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless
acknowledged and agreed to by Invoice Cloud in writing.All rights and obligations of the parties in Sections 4,6, 10, 12, 14, 18 and 19(a)and
(b) shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire
agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether
written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that
Biller is a paying customer and the version of the Service that Biller is using. Where this Agreement is incorporated into, embedded in or
otherwise made a part of a separate agreement between Invoice Cloud,Biller and a third party service provider("Third Party Agreement"),and
such Third Party Agreement is terminated or expires, Biller and Invoice Cloud agree that the terms and conditions of this Agreement shall
survive and remain in effect as between Biller and Invoice Cloud until this Agreement expires or is otherwise terminated by either Biller or
Invoice Cloud in accordance with the terms herein.
(b) Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at
www.invoicecloud.com/biller-terms-and-conditions(the"Biller T+C")and are agreed to by Invoice Cloud and the Biller.
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Statement of Work
Clay County Utility Authority
Overview
The Invoice Cloud (IC) suite of services (The Service) will give the Clay County Utility Authority (Biller) and its
customers the ability to accept online payments for invoiced and non-invoiced items. The Service will allow Clay
County Utility Authority to offer online payment processing in a securely hosted real-time environment. Customers
will be able to locate,view and print bills or invoices and payment records online and pay using credit cards, debit
cards,and electronic checks.
Definitions:
1. Biller—Merchant/Clay County Utility Authority
2. Payer—Client customer, resident, person paying a bill or invoice
3. EBPP—Electronic Bill Presentment& Payment
4. Bill—Bill and Invoice are used synonymously throughout this document
5. RTDR - Real-Time Data Refresh — collects and aggregates the data as soon as a user accesses a specific
function
6. NTDR—Near-Time Data Refresh—integration that happens periodically;the data is collected immediately
but it is not aggregated until later—data can be processed every day,every hour or even every few minutes
1. Security and Industry Compliance
Invoice Cloud maintains full compliance with current applicable Payment Card Industry (PCI) standards,
Cardholder Information Security Program(CISP)regulations and National Automated Clearinghouse Association
to (NACHA) rules and guidelines. Invoice Cloud will abide by such guidelines for the security of all cardholder data
that Invoice Cloud possesses.
a. PCI - Invoice Cloud will provide compliant storage of Biller's customer payment information that is
certified by Visa/MasterCard. Data security measures are addressed during collection and transmission
via SSL with our patent pending encryption technology. All confidential information will be treated in
accordance with the PCI standards.
b. Software as a Service(SaaS)Architecture—All Biller customer financial and payment information and
the invoice presentment and payment processing application is housed offsite from Biller.
c. Browser Compatibility - Invoice Cloud supports the most current version of the industry's most
common browsers.
2. Data Integration
Invoice Cloud does maintain an integration with SpryPoint.The integration for the Clay County Utility Authority
will include the functionality found in Appendix B.
3. Payer Portal
The Payer Portal is an electronic bill presentment and online payment portal where a Biller's customer(Payer)
can view a bill and then proceed,within the same user interface,to make an online payment.
a. Invoice Cloud will present bills electronically through a payer portal that is branded for Biller or via an
email notification, if the Payer provides an email address.
b. The electronic invoice presentment will simulate the paper invoice Biller uses and will be available in
PDF and/or html format.
c. The Service may provide the Payer the option of making a payment via credit/debit card (Visa,
MasterCard, American Express, and Discover), digital wallet (Apple Pay, Google Pay, PayPal, and
Venmo)or electronic check(EFT/ACH).
IC Confidential—InvoiceCloud SOW Clay County Utility Authority 1
d. The Service provides the Payer a one-time online payment option without registration, and the
capability to register to access Payer's account history, schedule a payment, or set up AutoPay
payments.
e. A Payer will have the ability to choose their payment date(also known as scheduled payments).
f. The system will accept partial,full,or overpayments as defined by the Biller.
g. The Payer will register with the Service using the authentication method designated by Biller.
h. Linking Accounts-After registering with the Service,the Payer will be able to login into their account(s).
If the Payer has multiple accounts and uses the same authentication information for all accounts,the
Payer will be able to link their account and view from a single registration. The Payer will then have
the option to choose which account they would like to pay or view in further detail.
i. The Payer will receive an email confirmation of payment after any payment process.
j. The Payer will have the ability to search and access historical bills once they register with the Service.
The Service will store twenty-four (24) months of rolling history from the point of Biller's first invoice
file upload to the Service.This includes invoice history and account history.
k. Biller has the option of allowing the Payer to pay via different payment methods which include online,
IVR, IC Biller Portal, Pay by Text,CloudCSRConnect and CloudPOSConnect.
I. Payers who have scheduled a payment or registered for AutoPay will receive email notification from
the Service of pending payments.
m. The Service includes shopping cart functionality.
n. The Service will allow the Payer the option to elect paperless billing.
o. A Payer registered for paperless billing will be automatically placed back on paper billing if their email
address is undeliverable; notification of the Payer's undeliverable email address will be sent to Biller
via email.
p. The Service complies with Federal E-Signature Act for paperless billing and AutoPay by providing a
system in which a Payer must confirm enrollment in paperless billing and/or AutoPay by responding to
to an email sent after the Payer registers for paperless billing and/or AutoPay through online self-service.
4. Biller Portal
The Biller Portal is an administrative portal where Biller staff will have access to reporting, search customers,
search invoices,search payments, initiate payments or credits, login as a Payer, modify email templates, etc.
a. Biller can log in as the Payer on either the Biller or Payer Portal and make a payment on behalf of the
Payer. There is an audit trail for who made the payment, and the source of every payment (CSR, Pay
by Text,AutoPay,Web, IVR,etc.).
b. Biller will have the capability of blocking future payments by specific Payer and payment method type
(i.e. Credit Card or E-Check(ACH).
c. Permissions—The Biller Portal includes a table of role based permissions, determined by the Biller's
System Administrator. Each permission is applied to a user ID on an individual basis to maximize
flexibility. The system administrator can allow or disallow access to functions such as viewing data,
creating reports, resending email notices, processing payments, credits or refunds, editing email
templates and more. Since it is controlled by Biller administrator, changes can be made quickly on an
as needed basis.
d. Administrative Email Notifications - Biller may set up the system to send several administrative
notifications and request system notifications be sent to multiple staff members.This allows different
departments to get the information they need in a timely manner. The notifications include:
• ACH Reject Notifications
• Batch Close Notifications
• Daily Management Report
• File Processing Notifications
• Month End Billing Invoice
• Paperless Customer Email Bounce Daily Report
IC Confidential—InvoiceCloud SOW Clay County Utility Authority 2
• Request System Notifications(this is the ticketing system available in the Invoice Cloud payer
portal).
• Status Notifications (notifications of planned outages, new features,etc.)
e. Biller Controlled Configuration Options — The Biller Portal includes several Biller controlled
configurable options to customize the way payments and customer accounts are handled. The Biller
will be able to configure for:
• allowing Auto-Pay and scheduled payments
• allowing customers to update their phone or mailing address through the payer portal
• allowing customers to pay less than,or more than the balance due based on receivable type
• updating Refund Policy description
• updating customer service phone number
5. Biller Portal-Reporting
Biller can access a selection of pre-configured reports. Biller can request reports for daily, monthly,or date
range activity. Most reports can be exported to excel files or scheduled for download as a custom report, as
indicated by asterisk(*) in the report name. All stored payment data is truncated,and this is reflected in all
reports.
a. Reports:
b. Search Customers*
c. Search Invoices
d. Search Payment Transactions*
e. Monthly Summary
f. Registration Report*
g. Autopay Report*
to h. Paperless Report*
i. Data Synchronization History
j. EFT/ACH Rejects*
k. View Scheduled Payments*
I. Invoice File History
m. Import Errors
n. Daily Payments Received*
o. Total Outstanding Invoices
p. Email Notification Summary
q. Email Statistics
r. Email Tracking
s. Bounced Email Report
• Email Statistics
• Email Tracking
• Bounced Email Report
6. Payer Email Notifications
Invoice Cloud provides a set of customizable email notification templates for each invoice type that are delivered
for numerous events surrounding electronic invoice presentment and payment activity. Email notifications may
be customized through the Biller Portal using a Word style editor and options to insert secure hyperlinks to
website,links to electronic documents such as newsletter or bill inserts,and/or variable fields selected from the
Biller's data file.
a. Three (3) email notifications can be scheduled. The first notification is based on the number of days
from the invoice due date. Second and third notifications will only be sent to Payers with an
outstanding balance, not those with a scheduled payment,or Payers who have signed up for Auto-Pay.
b. At the discretion of Biller, Payer email notifications can be delivered for each of the following events.
IC Confidential—InvoiceCloud SOW Clay County Utility Authority 3
• First Invoice Email Notification
• Second Invoice Email Notification
• Third Invoice Email Notification
• Payment Transaction Receipt
• Declined Auto Pay Transaction
• Late Fee Email Notification
• Declined Scheduled Payment Notification
• Registered Customer Welcome Email
• AutoPay Registration Notification
• Paperless Registration Notification
• ACH Reject/Chargeback Notices(with reason codes and descriptors)
• Credit Card Expiration Notification
• Scheduled Payment Confirmation
• AutoPay Reminder Notification
• FlexPay Confirmation Notification
• Scheduled Payment Reminder
• Paperless Off Confirmation
• Online Bank Direct Payment Receipt
• Linked Accounts First Notice Notification
• Linked Accounts Second Notice Notification
• Linked Accounts Third Notice Notification
• AutoPay Off Confirmation
• Conveyed Customer Notification
• Multiple Registered Customers Welcome Email
to • Recurring Scheduled Payment Confirmation
• Recurring Scheduled Payment Canceled
7. Business Rules
The Invoice Cloud solution is designed for flexibility for customers and Billers. There are many rules currently
available and we will also undertake the creation of new business rules as we both agree.Each bill type operates
independently and can accept different payment types as well as other business rules.At Biller's option,multiple
business rules can be applied to each bill type. Invoice Cloud provides flexibility regarding business rules to
support specific needs, including:
a. Ability to allow partial payments, over payments,full balance only,or late fees.
b. Ability to allow payments beyond the due date-The service is designed to accommodate Biller specific
business rules like allowing payments beyond their due date.
c. Ability to allow for multiple payment types for one customer for the same bill - The service allows
multiple payment types from one customer for the same bill when partial payments are allowed.
Credit/debit card and e-check (ACH) can be run separately and an unlimited number of remittance
types can be used. For example, a customer can pay part of a bill with a checking account, another
part with a credit card and the remainder with a second credit card of a different type.
IC Confidential—InvoiceCloud SOW Clay County Utility Authority 4
8. Implementation Process
Invoice Cloud assigns an Implementations Manager(IM)to each Biller.The IM will be the Biller's primary contact
during the implementation process and coordinates all necessary resources from Biller, Biller software
company, Invoice Cloud, and any sub-contractors.The IM will provide the Biller with the following documents
to facilitate the project:
a. New Biller Questionnaire&Questionnaire Key—Documents critical information needed to setup and
initiate the service including information on business rules and feature selection.
b. Project Timeline—Details project schedule and milestones.
c. Testing&Training Plan—This plan walks the Biller through a set of user acceptance testing criteria and
facilitates training on the service.
9. Support&Training
a. Business Hours—The business hours will be Monday through Friday from 8 a.m. to 8 p.m. Eastern
Standard Time. Note: Biller Support hours are 8 a.m.to 8 p.m. EST. Payer Support hours are currently
8 a.m.to 4 p.m. EST.
b. Help Desk-The Service will provide a helpdesk ticketing system for Biller within the Biller Portal to get
help from Invoice Cloud client support team. This tool will allow Biller to track and retain resolutions
for historical reference.
c. Payer Support—The Payer Support is two tiered with Biller staff as the first line of support regarding
account, registration and billing questions. Issues with the Invoice Cloud service operation or incorrect
credit card charges will be routed to Invoice Cloud Client Support via telephone or a Biller helpdesk
ticket.
d. Biller Support- If Biller encounters an inquiry which they cannot resolve Biller will create a helpdesk
support ticket. Invoice Cloud Customer Support will address the issue and if applicable provide training
to Biller to allow the address of tickets in a timely matter;often within twenty-four(24)business hours.
to Biller and technical support is available during business hours.
i. Routine Technical Support-Technical Support is available during business hours. Biller may call
customer support directly;however,the use of the helpdesk ticketing system is encouraged as the
preferred method of contact. Invoice Cloud staff views all tickets as they are submitted and routes
them to the appropriate person for resolution.
ii. Emergency After-Hours Support — The helpdesk service is monitored after business hours and
emergency support issues are addressed within one (1) hour. An emergency support issue is
defined as an issue involving the system being down and inoperable and does not include Payer
payment issues. Biller may request email notification be provided in the event the system is down
and inoperable.
e. Service Enhancements- Most enhancements do not require action on the part of Biller. Upgrades as
agreed are done at the Invoice Cloud server level,so there are no mandatory actions for Biller to take.
Support levels are not affected by enhancements.
f. Biller Training- Biller staff will be guided in how to use the system through in-house training,
documentation, remote live sessions, and access to our client support team.
• All standard training will be done remotely. Invoice Cloud's training personnel will provide sessions
for both Payer and Biller portals for Biller's staff.
• Separate training is conducted for Biller's technical staff regarding the uploading of bill files and
any other applicable processes.
• Ongoing phone and Go-To-Meeting training will be provided during the first month of use at no
additional cost to Biller.
10. Marketing
IC Confidential—InvoiceCloud SOW Clay County Utility Authority 5
Invoice Cloud provides free marketing resources that billers can use to promote EBPP payment solutions to their
payers. Billers will receive a comprehensive document outlining proven marketing best practices. In addition,
billers will be granted access to Invoice Cloud's proprietary Marketing Resource Center. This online tool allows
billers to easily and simply download and/or customize marketing materials on demand. These materials
include:
• Bill inserts
• Envelope teasers
• Onsite posters
• Counter displays and clear acrylic stands
• Social media and website graphics
• Content for newsletters and press releases
• Pay buttons
• Email content and layout suggestions
• Communications plans
• and more
Billers also have access to weekly live training sessions where they will learn about our recommended best
practices for effectively communicating the many benefits of making payments electronically and have the
ability to ask questions. We'll outline simple steps to help improve online payment adoption among their
customers. We'll also review the Marketing Resource Center which will enable billers to create many of the
materials mentioned above
11. CloudlVRConnectTM
The IC CloudlVRConnect allows Billers to accept payments via our interactive voice response system. It provides
customers with 24-hour access to account status and billing information (total balance due, past due amount,
to last payment made, next billing date etc.).The following options are available:
• Provides for a toll-free call and a caller ID number set by the Biller
• Supports messaging in both English and Spanish
• Provides for a customizable initial greeting (includes City/County/Company name) — all remaining
prompts are standard
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck
(ACH)
• Replays information with Invoice Cloud generated confirmation#
12. CloudSMSConnectTM
The IC CloudSMSConnect allows Billers to accept payments via SMS text messaging. The following options are
available:
• Provides interactive registration and service sign-up confirmation
• Sends notification when new bills are available for payment
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck
(ACH)
• Allows for payment utilizing a stored-payment method
13. AgentConnectTM
The IC AgentConnect allows Billers (Agent/CSR/Other) to login to the Customer Portal and perform actions on
behalf of a specific customer/account.The following options are available:
• Ability to pay with credit card (Visa, MasterCard, Discover,American Express), debit card,or eCheck
(ACH)
• Ability to enroll customer in AutoPay
• Ability to enroll customer in Paperless
IC Confidential—InvoiceCloud SOW Clay County Utility Authority 6
• Ability to enroll customer in Pay by Text
• Option to require authorization/disclosure statement before Customer Portal entry
• Option to enable card swipe functionality at point of sale
• Provides built-in auditing to track Agent/CSR activity in the Biller Portal
14. CloudStoreTM
The IC CloudStore allows Billers to accept payments for non-invoiced services like books, t-shirts, etc., fire,
police, building permits, or activity programs. The following options are available:
• Accept electronic check and or credit/debit cards.
• Customer receives immediate email confirmation of payment.
• Department receives email notification of purchase event for instant fulfillment services.
• Ability to apply convenience fees, if required.
• Reporting by service type.
• Linked to Biller branded payment portal.
• Each service type can have its own online registration form.
• Can be setup to accept payments over the counter.
15. Online Bank Direct'M
The IC Online Bank Direct (OBD) allows Billers to electronically import echeck (ACH) payments initiated from
consumer bank bill sites. The following options are available:
• Auto-matching of payments with open invoices
• Email consumer a payment notification for those customers with an email address on file
• Ability to apply a single payment to multiple invoices
• Custom search capabilities to locate matching invoice(s)
to • Electronic deposit of corresponding echecks
This SOW contains many products, services and payment methods. Only the specific products, services and payment
methods selected by the Clay County Utility Authority, as outlined in the Biller Order Form, are included in the delivery
of products,services, and payment methods_
IN WITNESS WHEREOF,the parties hereto have duly executed this Agreement.
Clay County Utility Authority Invoice Cloud,Inc.
By: By: < & 4J_ LICpteArN
Printed Name: Printed Name: Kevin W. O'Brien
Title: Title: President
Date: Date: 2/3/2023
IC Confidential-InvoiceCloud SOW Clay County Utility Authority 7
Appendix A: System Modifications
As outlined below, Invoice Cloud has agreed to make the following changes to the setup and functionality of our
platform:
NONE
Appendix B: Integration Supported Features
Modules & Features SpryPoint(SpryCIS)
Invoice Types Utilities
EBPP Supported
IVR Supported
Online Bank Direct Supported
POS (EMV) Supported
Pay by Text Supported
Apple Pay Supported
to Google Pay Supported
PayPal Supported
Frequency IIIIII
Invoices SFTP Daily(Each Billing Cycle)
Account Balances Web Services Real-Time (RTDR)
Payments Web Services Near-Time (Data Pump)
AutoPay Flags (Changelogs) Web Services Near-Time (Data Pump)
Paperless Flags (Changelogs) Web Services Near-Time (Data Pump)
ACH Rejects (Returned E-checks) Web Services Near-Time (Data Pump)
Block Payment Method (Credit/ACH) Web Services Real-Time (RTDR)
IC BIF File Supported
Historical Data (2 years shown online) Supported
Link to PDFs Supported
11.
Standard or Custom Custom
PTIONS
Single Sign-On (SSO) Supported
Enrolled/Registered Payment Experience IC Embedded iFrames (SSO)
IC Confidential—InvoiceCloud SOW Clay County Utility Authority 8
Appendix C: Biller Deliverables
Deliverable dill dill ■
Whitelist IP addresses and open ports required for communication with InvoiceCloud
Comply with P2PE Chain of Custody requirements for EMV terminal delivery/receipt and management
Internet connection available for each POS(EMV)terminal
Sample Invoice File
Endpoint URL for Bill Images (PDF Linking)
Auto Pay Conversion data (if applicable)
Paperless conversion data (if applicable)
to
IC Confidential—InvoiceCloud SOW Clay County Utility Authority 9
InvoiceCIoudM Biller Order Form
ISALES INFORMATION
IC Sales Rep Sean McAnally Vertical Utility
Order Date 2/3/2023 Billing Software SpryPoint
BILLER INFORMATION6 ----M
Ownership Type Government Phone 904-272-5999 Fax
Legal Name Clay County Utility Authority Website URL https://www.clayutility.org/
Address 1 3176 Old Jennings Road Bus.Open Date 10-1-1994
Address 2 Federal Tax ID 59-3265922
City Middleburg *Federal Tax ID and Legal Name must match on all documents
State FL ZIP 32068
IBILLER CONTACT M.
7
Primary Contact Name Karen Osborne
Phone 904-213-2475
Email Address kosborne@clayutility.org
SIGNING AUTHORITY
Name Jeremy Johnson Title Executive Director
Phone Fax Email Address
U
BILLER BANK ACCOUNT(FOR INVOICE CLOUD AND NETWORK FEES,AND AS PROVIDED IN THE BILLER AGREEMENT)
Note:Must include voided business check or bank letter for each unique account
Billing Method Direct Debit
Routing# Last 4 Acct#
PAYMENT METHODS ACCEPTED
Payment Methods [American Express] [VISA/Mastercard/Discover] [PayPal] [ACH/EFT]
BILLER PRICING(see Invoice Type Parameter Sheet(s)for invoice-type-specific pricing)*
Description Interval Cost Type Cost
Biller Portal Access Fee Monthly Fixed ($) $0.00
Invoice Presentment For Paperless Customers Per Transaction Fixed ($) $0.20
PayPal Brands-Chargeback Fee(PayPal Brands) Per Transaction Fixed ($) $10.00
Credit Card -Chargeback Fee Submitter Per Transaction Fixed ($) $10.00
Online Bank Direct-OBD Access Fee Per Transaction Fixed ($) $0.00
EFT-ACH Reject Fee Submitter Per Transaction Fixed ($) $10.00
IHARDWARE I 11
Card Reader Type EMV Quantity 4 Cost per Reader $30.00
Card Reader PAX A80 Billing Interval Monthly 7.
Shipping Address
(if different than location
address)
DATA RETENTION
Months to Keep 24 *Additional Fees apply if greater than 24 months
IMPLEMENTATION CHARGES
Description Interval Cost
Implementation(per SOW) One-Time $0.00(WAIVED)
NOTES/SPECIAL HANDLING
Biller would like 4 EMV readers:3 PAX A80, 1 PAX A920 Pro
........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
[signature page follows]
to
CERTIFICATION AND AGREEMENT
A. By signing below,the Biller hereby ratifies its authorization for Invoice Cloud,Inc.("Invoice Cloud")to execute debit/credit entries to the Biller Bank Account(s)
indicated above at the depository financial institution(s)named above and to debit/credit the same such account(s).The Biller acknowledges that the
origination of ACH transactions to its account(s)must comply with the provisions of U.S.law.This authority is to remain in full force and effect until(i)Invoice
Cloud has received written notification(by electronic or U.S.mail)from the Biller of its revocation in such time and manner as to allow Invoice Cloud a
reasonable opportunity to act on it,but not less than 10 business days notice;and(ii)all obligations of the Biller to Invoice Cloud that have arisen under this
Agreement and all other agreements have been paid in full.The Biller must also notify Invoice Cloud,in writing,(by electronic or U.S.mail)when a change in
Biller Bank Account account number(s)or bank has occurred at which time this authorization shall apply to such new/changed Biller Bank Account.This
notification must be received no less than 10 business days in advance of any change.A fee will be charged for any returned or rejected ACH debits.
B. By signing below,the Biller named: (1)has read,agreed to,ratifies the Biller Agreement,Biller T+Cs(referenced in the Biller Agreement)and other Order Forms
previously executed by the Biller, and(2)certifies to Invoice Cloud that he/she is authorized to sign this Order Form;(3)certifies that all information and
documents submitted in connection with this Order Form are true and complete;(4)authorizes Invoice Cloud or its agent to verify any of the information given,
including credit references,and to obtain credit reports;(5)agrees to pay the Monthly Access Fee through the last day of the month following the effective
date of termination as provided in the Billing Agreement;(6)agrees that Biller and each transaction submitted will continue to be bound by the Order Form and
the Biller Agreement in its entirety and any new agreement forms executed herewith;(7)agrees that Biller will submit transactions only in accordance with the
information in this Biller Order Form and Biller Agreement and will immediately inform Invoice Cloud,by email(contracts@invoicecloud.com)if any information
in this Order Form changes,and(8)In the event of non-payment of any sums due,Invoice Cloud reserves the right to withdraw such sums from the Biller Bank
Account at any time to ensure payment of the same.
C. Pay by Text:Standard data rates and text messaging rates may apply based on the payer's plan with their mobile phone carrier.Payer can opt out of text
messaging at any time with Invoice Cloud.Partial payment or overpayment is not supported.Biller may not use the service for activities that violate any law,
statute,ordinance or regulation.
D. This Biller Order Form will become effective only when signed by Invoice Cloud.
In WITNESS WHEREOF,the parties have executed this Agreement as of this day
Accepted by Biller: Accepted by Invoice Cloud, Inc.:
X X ,
Corporate Officer/Authorized Official Corporate Officer
Jeremy Johnson Kevin W. O'Brien
Printed Name Printed Name
Executive Director President
Title Title
Invoice loud Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Utility Pricing Model Submitter
Biller Pays Network Fees No
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
52000 50000 52000 52000 52000 52000 52000 52000 52000 52000 52000 52000
Avg CC 132.00 Max Invoice$ 125,000.00 Bill Frequency Monthly Avg. Bills Per 51833
Transaction$ Month
PRODUCTS AND SERVICES '
Products and Services [EBPP/SSO] [IVR] [OBD] [Point of Sale]
TRANSACTIONAL PRICING(Paid by Biller)
Payment Source Description Payment Method Fee Rate% Fee Amount$ Additional Fee$
to Online Bank Direct Credit/Debit/PayPal $0.17
Auto Pay ACH/EFT $0.50
TRANSACTIONAL PRICING EXCEPTIONS '
SERVICE FEES(Paid by Payer)
Calculation
Payment Source Description Payment Method Fee Amount Min. Fee($) per Transaction
Type
All Payment Sources Credit/Debit/PayPal 2.95% Percent(%) $1.95
All Payment Sources ACH/EFT $1.50 Fixed ($)
IVR Surcharge All Payment Methods $0.95 Fixed ($)
SERVICE FEE EXCEPTIONS
Auto Pay ACH/EFT $0.00 Fixed ($)
MAX PAYMENT CAP
Card and PayPal Max($) 125,000 ACH Max($) 125,000
BILLER BANK ACCOUNT(FOR DEPOSITS AND CHARGEBACKS)
Note:must include voided business check or bank letter for each unique account
Routing# Last 4 Acct#
NOTES/SPECIAL HANDLING
Invoice loud Biller Order Form