CUSTOMER AUTHORIZES
METAVANTE TO ACT AS CUSTOMER'S THIRD-PARTY PROCESSOR FOR INITIATING,
TRANSMITTING, AND/OR RECEIVING ACH ENTRIES.
IF AGREED TO BETWEEN CUSTOMER AND
METAVANTE, METAVANTE SHALL PROVIDE FOR THE POSTING OF ACH ENTRIES TO CUSTOMER
DEPOSIT ACCOUNTS.
METAVANTE SHALL PROVIDE REPORTS TO CUSTOMER SHOWING ERRORS
AND REJECTIONS RESULTING FROM ACH ENTRIES TRANSMITTED ON BEHALF OF CUSTOMER
DURING A PARTICULAR DAY.
IT SHALL BE CUSTOMER'S RESPONSIBILITY TO REVIEW SUCH
REPORTS AND CORRECT ERRONEOUS ACH ENTRIES.
TIMING.
METAVANTE SHALL MAKE REASONABLE EFFORTS TO DELIVER ACH ENTRIES TO
CUSTOMER OR TO AN ACH OPERATOR, AS APPROPRIATE, PRIOR TO ANY APPLICABLE DEADLINE
FOR SUCH DELIVERY.
METAVANTE DOES NOT GUARANTEE TIMELY DELIVERY.
METAVANTE
SHALL HAVE NO LIABILITY TO CUSTOMER AS A RESULT OF ANY LATE DELIVERY, EXCEPT TO
THE EXTENT SUCH LATE DELIVERY IS (I) CAUSED BY THE WILLFUL MISCONDUCT OF
METAVANTE, AND (II) MADE MORE THAN 24 HOURS AFTER ITS SCHEDULED DEADLINE.
NACHA RULES.
IN PROVIDING ACH SERVICES FOR CUSTOMER, METAVANTE ACTS AS
CUSTOMER'S THIRD-PARTY SERVICE PROVIDER AND IS NOT ITSELF AN "OPERATOR,"
"ORIGINATOR," "ODFI," OR "RDFI" (AS DEFINED UNDER NACHA RULES).
CUSTOMER SHALL
BE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS
REGARDING CUSTOMER'S USE OF AND/OR ACCESS TO THE ACH SERVICES, INCLUDING
APPLICABLE RULES AND REGULATIONS OF THE NATIONAL AUTOMATED CLEARING HOUSE
ASSOCIATION ("NACHA").
IN PARTICULAR AND AS APPLICABLE, (I) CUSTOMER WILL
PROVIDE ITS DEPOSITORS WITH ALL DISCLOSURES REQUIRED UNDER STATE AND FEDERAL LAW
AND (II) SHALL ENTER INTO AN AGREEMENT WITH EACH PARTY THAT WILL INITIATE ACH
ENTRIES TO ACCOUNTS (AN "ORIGINATOR") PRIOR TO PERMITTING THE ORIGINATOR TO
INITIATE ACH ENTRIES.
CUSTOMER SHALL INDEMNIFY METAVANTE FROM, DEFEND METAVANTE
AGAINST, AND HOLD METAVANTE HARMLESS FROM ANY AND ALL LOSS, CLAIM, OR LIABILITY
TO ANY THIRD PARTY FROM CUSTOMER'S BREACH OF THE FOREGOING OBLIGATIONS.
UPON
NOTIFICATION FROM CUSTOMER OF THE OCCURRENCE OF AN ERROR OR OMISSION WITH
RESPECT TO AN ACH ENTRY, METAVANTE SHALL PROMPTLY FURNISH CORRECTED ACH
ENTRY(IES) TO THE APPLICABLE ACH OPERATOR, UNLESS THE NACHA RULES PROHIBIT THE
PROCESSING OF THE CORRECT ACH ENTRY(IES).
METAVANTE'S LIABILITY TO CUSTOMER FOR
CLAIMS ARISING OUT OF THE ACH SERVICES PERFORMED BY METAVANTE PURSUANT TO THIS
AGREEMENT SHALL BE LIMITED TO THE PROCESSING OF APPROPRIATE CORRECTED ACH
ENTRY(IES).
7
FEES
5.1.
Fee Structure.
Customer agrees to pay fees for the Initial
Services as set forth in the Services and Charges Schedule.
If Customer elects
to receive Services that are not specifically set forth in the Services and
Charges Schedule, Customer agrees to pay fees as mutually agreed upon for such
Services.
Any Services not identified in the Services and Charges Schedule will
be at Metavante's standard list pricing unless the parties mutually agree in
writing to a different price.
5.2.
Pricing and Operational Assumptions.
The Services and Charges
Schedule shall set forth any operational and pricing assumptions made by
Metavante following completion of its preliminary due diligence of Customer's
requirements and its evaluation of information provided by Customer.
If one or
more of the pricing or operational assumptions listed in the Services and