Last Updated: August 30, 2023
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These Pay by Bank ACH Service Terms (the “ACH Service Terms”) is entered into by and between Courier Plus, Inc. dba Dutchie (“Dutchie”) and the entity or person placing an order for or accessing the Services (as defined below) (“Merchant,” “Originator” or “you”). By agreeing to these ACH Service Terms, you agree to be bound by Dutchie’s Merchant Agreement (https://try.dutchie.com/merchant-agreement) and all other terms, policies and guidelines applicable to the ACH Service.
Dutchie, as a Third-Party Sender under the National Automated Clearing House Association (“Nacha”) operating rules, offers services that allow you, as Originator, to initiate Automated Clearing House (“ACH”) debit or credit Entries to your Customers’ (Receivers’) accounts (the “ACH Service” or “Pay by Bank”), and you desire to use such services. To offer the ACH Service, Dutchie works with an ODFI, and you hereby authorize Dutchie’s ODFI to originate Entries on your behalf. Dutchie provides Pay by Bank via multiple sponsoring financial institutions. None of the ODFIs Dutchie originates through maintain accounts for Merchants. Any funds at the ODFI will be held solely as funds in transit while the ODFI and Dutchie (acting as a Third-Party Sender under the NACHA Rules) complete the settlement of Merchant’s ACH Entries. No interest will be paid to Merchant on any funds at the ODFI and the funds are not FDIC insured. Funds at the ODFI are solely funds-in-transit representing individual ACH Entries that are pending disbursement to Merchant’s external Authorized Account. For more information on which ODFIs Dutchie utilizes, please contact us at ACHOps@dutchie.com.
Merchant, acting as an Originator as defined in the Rules (as defined below), wishes to initiate credit and debit Entries through Dutchie to its Authorized Accounts by means of the Automated Clearing House Network (“ACH”) pursuant to the terms of these ACH Service Terms and the rules of Nacha and Dutchie’s operating rules and procedures for electronic entries, including any exhibits or appendices thereto now in effect, or as may be amended from time to time (the “Rules”), and Dutchie is willing to act as Third-Party Sender with respect to such Entries.
These ACH Service Terms set forth the terms and conditions pursuant to which Dutchie will provide to Merchant the ACH Services outlined herein (“Services”). By using the Services described in these ACH Service Terms, Merchant accepts and agrees to all terms, conditions, and provisions of these ACH Service Terms and agrees that these ACH Service Terms set forth the terms and conditions pursuant to which Dutchie will provide to Merchant the Service outlined herein. In the event of inconsistency between a provision of Article 4A of the Uniform Commercial Code as in effect in the State of New York (the “UCC”), the provisions of these ACH Service Terms shall prevail. Terms not otherwise defined in these ACH Service Terms shall have the meaning ascribed to those terms in the Rules. The term “Entry” shall have the meaning provided in the Rules and shall also mean the data received from Merchant hereunder form which Dutchie initiates each Entry.
Dutchie is a Third-Party Sender under the Nacha Operating Rules and will authorize ACH Entries on your behalf.
As further described in these ACH Service Terms, Merchant authorizes Dutchie and Dutchie’s ODFI to Originate Entries on behalf of Merchant to Receiver’s accounts. Merchant agrees that, to the extent necessary, obligations of Merchant as an Originator enumerated herein may be carried out by Merchant’s authorized Third-Party Sender.
You agree to the Nacha Operating Rules and all other laws and regulations that apply to your use of the ACH Service.
Merchant agrees to comply with an be subject to all Rules of Nacha in existence at the date of these ACH Service Terms (available on the Nacha website at https://www.nacha.org/), and any amendments to these Rules made from time to time. Merchant agrees and warrants that all actions by Merchant contemplated by these ACH Service Terms, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply with all applicable state and federal U.S. laws (together as “state and/or federal law” to the extent not in direct conflict with applicable state, municipal, or local cannabis licensing and program laws, rules, and regulations), including but not limited to, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve, United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), the Federal Financial Institutions Examination Council (“FFIEC”), and sanctions enforced by the Office of Foreign Assets Control (“OFAC”). Merchant agrees that the performance of any action by Dutchie to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with state or federal law, including the obligations of Dutchie under OFAC or any program administered by FinCEN. Dutchie will charge the Merchant with any fines or penalties imposed by OFAC, Nacha or any organization which are incurred as a result of non-compliance by the Merchant and the Merchant agrees to fully reimburse and/or indemnify Dutchie for such charges or fines. The specific duties of the Merchant provided in the following paragraphs of these ACH Service Terms neither limit the foregoing undertaking nor limit its requirement of complying with the Rules.
Your use of these Services is subject to Dutchie’s underwriting criteria.
Merchant approval for use of the Services may be subject to underwriting criteria established by Dutchie from time to time. If Dutchie requires application of underwriting criteria to Merchant approval for use of the Services, Dutchie will communicate to Merchant the nature and content of that criteria and the information Merchant will be required to provide to Dutchie. Merchant agrees to provide Dutchie such financial, business, and operating information as Dutchie may reasonably request in connection with Dutchie underwriting and approval process. Merchant must promptly notify Dutchie with any changes to the information you provided, including, but not limited to, the nature of your business activities, your beneficial owners, principals, adverse changes in your financial condition, or any other pertinent information.
You designate your identified Primary Contact as the Administrator. The Administrator may further designate Users who you authorize to issue Entries or instructions under these ACH Service Terms.
In order to originate ACH Entries, Merchant must designate at least one Administrator. As a default, Dutchie shall designate the Primary Contact identified in Merchant’s application as the Administrator. Administrator(s) shall be responsible for designating “Users” who Merchant authorizes to issue Entries or instructions on Entries on its behalf. For the purposes of these ACH Service Terms, the term User shall also include the Administrator. Merchant agrees that any such online Entries shall comply with Dutchie Security Procedures, which are subject to change without notice to Merchant.
You and your designated Users, or Dutchie on your behalf, may only initiate WEB or CCD entries. On your behalf, Dutchie will process entries on the times specified herein.
Merchant may only initiate WEB or CCD debit or credit Entries behalf of and selected by Merchant and approved by Dutchie. Dutchie shall be entitled to deem any person having knowledge of any Security Procedure, defined below in Section 8 of these ACH Service Terms, and required to initiate Entries under these ACH Service Terms, to be a User. Entries shall be transmitted to Dutchie such that Dutchie may process those entries by 9:00 PM Central Time on the day before settlement day. Notwithstanding the foregoing, the final delivery deadline on Christmas Eve and Good Friday shall be 12:00 Noon Central Time. Entries received after the cut off time shall be deemed to have been received on the next Business Day. Dutchie reserves the ability to set daily Entry Transmittal limits in accordance with the terms in this Section 5, provided that Dutchie shall notify Merchant promptly prior to any such change. Merchant may not reinitiate Entries except as prescribed by the Rules.
“Entry Settlement Limit” means the maximum aggregate amount of In-Process Entries permitted to be outstanding at any time, which amount shall be separately communicated to Merchant by Dutchie in writing from time to time.
“In-Process Entries” means the aggregate dollar amount of all credit or debit Entries initiated by Merchant and in process on any date for which settlement has not occurred with respect to credit Entries, or the applicable period for the return of items has not expired with respect to debit Entries.
“Over Limit Entry” means an Entry in the amount of which would cause the aggregate amount of In-Process Entries to exceed the Entry Settlement Limit. Merchant agrees that Dutchie will not process an Over Limit Entry. Dutchie will suspend any Over Limit Entry submitted by Merchant and may, following its receipt of an Over Limit Entry; suspend all In-Process Entries. Merchant acknowledges that any Over Limit Entry or other In-Process Entries suspended by Dutchie will not settle on their scheduled Settlement Date. If Merchant wishes to initiate an Entry that would cause the amount of In-Process Entries to exceed the Entry Settlement Limit, Merchant may submit to Dutchie its request to initiate an Entry that otherwise would be an Over Limit Entry. Merchant must submit its request at least two (2) Banking Days prior to the date on which Merchant wishes to initiate the Entry that otherwise would be an Over Limit Entry. Dutchie may require from Merchant financial or other information in connection with Dutchie consideration of the request. Dutchie may grant or deny Merchant’s request at its sole discretion. In addition to the foregoing, Dutchie generally reserves the right to limit the nature and amount of the preauthorized debit/credit Entries processed under these ACH Service Terms or to refuse to process any debit/credit Entries under these ACH Service Terms if, in Dutchie sole judgment (a) there is reasonable cause to believe that any Entry will be returned or will not settle in the ordinary course of the transaction for any reason, or (b) to do otherwise would violate any limit set by the applicable clearing house association or any governmental authority or agency to control payment system risk. If any of the foregoing actions are taken by Dutchie with respect to a particular preauthorized debit/credit Entry, Dutchie will notify Merchant as promptly as practicable, but in no event later than two (2) Banking Days after its decision. MERCHANT SHALL INDEMNIFY AND HOLDS HARMLESS DUTCHIE FOR ANY LOSSES, DAMAGES, FINES, ASSESSMENTS, COSTS AND EXPENSES INCURRED BY MERCHANT ARISING FROM ANY SUSPENDED OR UNPROCESSED OVER LIMIT ENTRIES OR ANY IN-PROCESS ENTRIES THAT MAY BE SUSPENDED PURSUANT TO THIS SECTION.
Dutchie may partner with additional Third-Party Service Providers on your behalf to carry out the requirements of these ACH Service Terms. You agree that any such Providers are acting as your agent in Originating entries. If you choose to partner with another Service Provider outside these ACH Service Terms, all the provisions of these ACH Service Terms shall apply to such Service Provider.
Merchant, and Dutchie as its authorized Third-Party Sender, may be using special equipment, services or software provided by a third-party to assist it in processing Entries hereunder (“Service Provider”). Merchant (a) agrees that Service Provider is acting as Merchant’s agent in the delivery of Entries to Dutchie, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with state and federal laws, the Rules, and these ACH Service Terms. Dutchie will not be liable for any losses or additional costs incurred by Merchant as a result of any error by Service Provider or a malfunction of equipment provided by Service Provider. Dutchie’s sole responsibility shall be to transmit Dutchie approved transactions to Dutchie’s ODFI and Dutchie shall not have any responsibility for any Entries handled by Service Provider until that point in time when Dutchie accepts and approves an Entry from such Service Provider for processing. If Dutchie authorizes Merchant to use a Service Provider, the terms and conditions governing the relationship between Merchant and the Service Provider shall be governed by a separate agreement between Merchant and Service Provider (“Service Provider Agreement”). All of Merchant's obligations and responsibilities under these ACH Service Terms will apply to the Service Provider, and Merchant’s separate agreement with the Service Provider must so provide. At Dutchie's request, Merchant will provide to Dutchie a true and exact copy of such agreement. Merchant shall designate the Service Provider as a User and the Service Provider must also enter into a Service Provider Agreement with Merchant before the Service Provider sends Entries to Dutchie. Notwithstanding the foregoing, Merchant hereby authorizes Dutchie to accept any Entries submitted by the Service Provider even if the Service Provider has not been designated as a User or if the Third-Party Service Provider has not executed the Service Provider Agreement. Merchant hereby indemnifies and holds Dutchie harmless for any losses, damages, fines, assessments, costs, and expenses incurred or suffered by Dutchie or any other person as a result of or arising from Merchant use of Service Provider, including fines or assessments incurred under or pursuant to the Rules and attorneys’ fees.
Your use of ACH Services requires compliance with Security Procedures set forth in the Nacha Rules. You acknowledge these requirements, and further acknowledge that Dutchie shall following such Security Procedures as your Third-Party Sender.
7.1 The Merchant, or Dutchie on Merchant’s behalf as its Third-Party Sender, shall comply with the “Security Procedures” described in Schedule A attached hereto and made a part hereof, and Merchant acknowledges and agrees that the Security Procedures, including (without limitation) any code, password, personal identification number, user identification technology, token, certificate, or other element, means, or method of authentication or identification used in connection with a Security Procedure (“Security Devices”) used in connection therewith, constitute commercially reasonable security procedures under applicable law for the initiation of ACH entries. Merchant authorizes Dutchie to follow any and all instructions entered, and transactions initiated using applicable Security Procedures unless and until Merchant has notified Dutchie, according to notification procedures prescribed by Dutchie, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than User(s) and until Dutchie has had a reasonable opportunity to act upon such notice. Merchant agrees that the initiation of a transaction using applicable Security Procedures constitutes sufficient authorization for Dutchie to execute such transaction and Merchant agrees and intends that the submission of transaction orders and instructions using the Security Procedures shall be considered the same as Merchant’s written signature in authorizing Dutchie to execute such transaction. Merchant acknowledges and agrees that Merchant shall be bound by any and all Entries initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by User(s), to the fullest extent allowed by law. Merchant further acknowledges and agrees that the Security Procedures are not designed to detect error in the transmission or content of communications or Entries initiated by Merchant and that Merchant bears the sole responsibility for detecting and preventing such error.
7.2 Merchant, or Dutchie on Merchant’s behalf as its Third-Party Sender, agrees to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to User(s). Merchant agrees to instruct each User not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. Dutchie shall distribute Security Devices to the Administrator and Dutchie shall otherwise communicate with the Administrator regarding Security Procedures. Merchant’s Administrator shall have responsibility to distribute Security Devices to User(s) and to ensure the proper implementation and use of the Security Procedures by User(s). Where Merchant has the ability to change or modify a Security Device from time to time (e.g., a password or PIN), Merchant agrees to change Security Devices frequently in order to ensure the security of the Security Device. Merchant agrees to notify Dutchie immediately, according to notification procedures prescribed by Dutchie, if Merchant believes that any Security Procedures or Security Device has been stolen, compromised, or otherwise become known to persons other than User(s) or if Merchant believes that any ACH transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, Dutchie may issue Merchant a new Security Device or establish new Security Procedures as soon as reasonably practicable, but Dutchie shall not be liable to Merchant or any third-party for any delay in taking such actions.
7.3 Merchant agrees to notify Dutchie immediately, according to notification procedures prescribed by Dutchie, if the authority of any Administrator(s) shall change or be revoked. Merchant shall recover and return to Dutchie any Security Devices in the possession of any User(s) whose authority to have the Security Device has been revoked.
7.4 Dutchie reserves the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Device, at any time and from time to time in Dutchie discretion. Dutchie will endeavor to give Merchant reasonable notice of any change in Security Procedures; provided that Dutchie may make any change in Security Procedures without advance notice to Merchant if Dutchie, in its judgment and discretion, believes such change to be necessary or desirable to protect the security of Dutchie systems and assets. Merchant’s implementation and use of any changed Security Procedures after any change in Security Procedures shall constitute Merchant’s agreement to the change and Merchant’s agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.
You are responsible for maintaining the physical and electronic security of all systems under your control.
8.1 Merchant is solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in Merchant’s possession or under Merchant’s control. Without limiting the generality of the foregoing, Merchant specifically acknowledges and agrees that as part of the foregoing obligation Merchant shall comply with the provisions within Article One of the Rules, entitled “Security Requirements,” for the safeguarding of Protected Information, as that term is defined in the Rules. Dutchie is not responsible for any computer viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of an online system or any ACH Origination services. Any material downloaded or otherwise obtained is obtained at Merchant’s own discretion and risk, and Dutchie is not responsible for any damage to Merchant’s computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise. Merchant is solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to Merchant’s operating systems, and for protecting, securing, and backing up any data and information stored in or on Merchant’s operating systems. Dutchie is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on Merchant’s operating systems or accessed through an Internet connection.
8.2 Merchant acknowledges and agrees that it is Merchant’s responsibility to protect itself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as “phishing” and “pharming”). Merchant acknowledges that Dutchie will never contact Merchant by e-mail in order to ask for or to verify account numbers, Security Devices, or any sensitive or confidential information. Merchant agrees that Dutchie is not responsible for any losses, injuries, or harm incurred by Merchant as a result of any electronic, e-mail, or Internet fraud.
8.3 In the event of a breach of the Security Procedure, Merchant agrees to assist Dutchie in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing Dutchie or Dutchie agent access to Merchant’s hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure. Merchant further agrees to provide to Dutchie any analysis of such equipment, device, or software or any report of such analysis performed by Merchant, Merchant’s agents, law enforcement agencies, or any other third party. Failure of Merchant to assist Dutchie shall be an admission by Merchant that the breach of the Security Procedure was caused by a person who obtained access to transmitting facilities of Merchant or who obtained information facilitating the breach of the Security Procedure from Merchant and not from a source controlled by Dutchie.
8.4 MERCHANT SHALL INDEMNIFY AND HOLD HARMLESS DUTCHIE FOR ANY LOSSES, DAMAGES, FINES, ASSESSMENTS, COSTS AND EXPENSES INCURRED BY MERCHANT, ARISING FROM ANY BREACH OF PHYSICAL OR ELECTRONIC SECURITY UNDER MERCHANT’S CONTROL, WHETHER OCCURRING DUE TO ANY COMPUTER VIRUS, MALWARE, SPYWARE, EMAIL SCHEME, OR ANY OTHER RELATED ELECTRONIC BREACH OF THE SECURITY SYSTEMS.
Dutchie will use commercially reasonable efforts to process Entries on your behalf in accordance with the Nacha Rules and terms of the ODFI.
Except as otherwise provided for in these ACH Service Terms and if Dutchie elects to accept Entries, Dutchie shall:
9.1 (a) use commercially reasonable efforts to comply with the instructions of Merchant, (b) process Entries received from Merchant to conform with the file specifications set forth in the Rules, (c) transmit such Entries to Dutchie ODFI, and (d) settle for such Entries within 2 Banking Days.
9.2 transmit such Entries to Dutchie’s ODFI by the deposit deadline of the ODFI, provided: (a) such Entries are completely received by Dutchie’s cut-off time at the location specified by Dutchie to Merchant from time to time; (b) the Effective Entry Date satisfies the criteria provided by Dutchie to Merchant; and (c) the ODFI is open for business on such Business Day. Merchant agrees that the ODFI selected by Dutchie shall be considered to have been selected by and designated by Merchant.
Dutchie may receive a return or reversal of an ACH Entry after the transaction has settled. You agree to hold sufficient funds in your bank account and authorize Dutchie to recover any amounts you owe due to a return or reversal.
Merchant agrees to pay for all credit Entries issued by Merchant, User(s), or credit Entries otherwise made effective against Merchant. Merchant shall make payment to Dutchie on the date as determined by Dutchie in its sole discretion (“Payment Date”). Merchant shall pay Dutchie for the amount of each debit Entry returned by a Receiving Depository Financial Institution (“RDFI”) or debit Entry dishonored by Dutchie or Dutchie’s ODFI. Merchant shall make payment to Dutchie in any manner specified by Dutchie. Notwithstanding the foregoing, Dutchie is hereby authorized to debit the account(s) (“Authorized Account(s)”) designated in the Merchant Application, as payment for all payments due Dutchie under these ACH Service Terms. Merchant shall maintain sufficient collected funds in the Authorized Account(s) to pay for all payments due Dutchie under these ACH Service Terms on the Payment Date. In the event a debit Entry is returned for any reason from the Authorized Account and Merchant does not immediately wire into Dutchie account the amount of the returned debit Entry, Dutchie may take any of the following actions:
10.1 Refuse to process all Entries Transmitted to Dutchie after receipt of the returned debit Entry, in which event Dutchie shall return the data relating to such Entries to Merchant, whereupon Dutchie shall have no liability to Merchant or to any third-party as a result thereof; or
10.2 Refuse to process all credit Entries Transmitted to Dutchie after receipt of the returned debit Entry and withhold from Merchant’s credit settlement the amount of returned debit Entry, in which event Dutchie shall return the data relating to such credit Entries to Merchant, whereupon Dutchie shall have no liability to Merchant or to any third-party as a result thereof.
Dutchie and its ODFIs have the right to reject any Entry.
Merchant agrees that Dutchie or ODFI has no obligation to accept Entries and may reject any Entry issued by Merchant. Dutchie shall notify Merchant of the rejection of an Entry. Dutchie shall have no liability to Merchant for rejection of an Entry. Merchant shall be responsible for correcting any Entry rejected by Dutchie or ODFI prior to resubmission. MERCHANT SHALL INDEMNIFY DUTCHIE FROM AND AGAINST ANY AND ALL RESULTING CLAIMS, DEMANDS, LOSSES, LIABILITIES, OR EXPENSES, INCLUDING ATTORNEYS’ FEES AND COSTS, RESULTING DIRECTLY OR INDIRECTLY FROM FINANCIAL INSTITUTION’S REJECTION OF AN ENTRY.
Once an ACH Entry is made, you won’t be able to cancel or amend the ACH transaction.
Merchant shall have no right to cancel or amend any Entry after its receipt by Dutchie. However, Dutchie may, at its option, accept a cancellation or amendment by Merchant. If Dutchie accepts a cancellation or amendment of an Entry, Merchant must comply with the Security Procedures provided in Section 8 of these ACH Service Terms. If such a request is received by Dutchie before the affected Entry has been transmitted to the ACH, Dutchie will use reasonable efforts to cancel or amend the Entry as requested, but Dutchie shall have no liability if the cancellation or amendment is not affected. IF DUTCHIE ACCEPTS A CANCELLATION OR AMENDMENT OF AN ENTRY, MERCHANT AGREES TO INDEMNIFY, DEFEND ALL CLAIMS AND HOLD DUTCHIE HARMLESS FROM ANY LOSS, DAMAGES, OR EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES, INCURRED BY DUTCHIE AS THE RESULT OF ITS ACCEPTANCE OF THE CANCELLATION OR AMENDMENT.
Dutchie will use reasonable efforts to reverse an Entry if you make a proper and timely request.
13.1 Upon proper and timely request by the Merchant, Dutchie will use reasonable efforts to effect a reversal of an Entry. To be “proper and timely,” the request must (a) be made within five (5) Business Days of the Effective Entry Date for the Entry to be reversed; (b) be made immediately, not to exceed ten (10) hours, upon discovery of the error; and (c) be accompanied by a written request to ACHOps@dutchie.com and comply with all of the Rules. In the future, Dutchie may require additional documentation under this section.
13.2 The Merchant must make a reasonable attempt to notify the Receiver of any reversing Entry initiated to correct any Entry it has initiated in error. The notification to the Receiver must include the reason for the reversal and be made no later than the Settlement Date of the reversing Entry.
13.3 Under no circumstances shall Dutchie be liable for interest or related losses if the requested reversal of an Entry is not effected. The Merchant shall reimburse Dutchie for any expenses, losses, or damages it incurs in effecting or attempting to effect the Merchant’s request for reversal of an Entry.
Dutchie has no obligation to discover or correct, and is not liable for, errors you make.
Dutchie has no obligation to discover and shall not be liable to Merchant for errors made by Merchant, including but not limited to errors made in identifying the Receiver, or an Intermediary or RDFI, duplicate Entries, or for errors in the amount of an Entry or for errors in Settlement Dates. Notwithstanding the foregoing, if the Merchant discovers that any Entry it has initiated was in error, it shall notify Dutchie of such error. In the event that Merchant makes an error or issues a duplicate Entry, Merchant shall indemnify, defend all claims, and hold Dutchie harmless from any loss, damages, or expenses, including but not limited to attorney’s fees, incurred by Dutchie as result of the error or issuance of duplicate Entries.
You agree to use the ACH Service for legal purposes only. You agree that your use of the ACH Service won’t cause Dutchie to violate the law. U.S. federal laws restricting the possession, sale, cultivation, manufacture or distribution of cannabis or cannabis-related products are excluded from these requirements.
Merchant agrees not to use or attempt to use the Services (a) to engage in any illegal purpose or activity or to violate any applicable law, rule or regulation, notwithstanding, excluding U.S. federal laws restricting the possession, sale, cultivation, manufacture or distribution of cannabis or cannabis-related products (b) to breach any contract or agreement by which Merchant is bound, (c) to engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction, (d) to engage in any transaction or activity that is not specifically authorized and permitted by these ACH Service Terms; or (e) use or attempt to use the Services to engage in any transaction activity as an unlicensed dispensary or operate with an expired cannabis license Merchant acknowledges and agrees that Dutchie has no obligation to monitor Merchant’s use of the Services for transactions and activity that is impermissible or prohibited under the terms of these ACH Service Terms; provided, however, that Dutchie reserves the right to decline to execute any transaction or activity that Dutchie believes violates the terms of these ACH Service Terms. Merchant further agrees that they shall be prohibited from processing transactions on behalf of other entities not contracted by Dutchie. Merchant also agrees to prohibit processing transactions that are unrelated to their approved business model as identified on their Merchant Application and approved by Dutchie Compliance. Merchant agrees to notify Dutchie within 5 business days of changes to their business model or ownership.
Dutchie may receive a return or reversal of an ACH Entry after the transaction has settled. You agree to hold sufficient funds in your linked bank account, and we have the right to recover any amounts you owe us due to a return or reversal.
Dutchie shall notify Merchant of the receipt of a returned Entry from Dutchie ODFI. Except for an Entry retransmitted by Merchant in accordance with the requirements of Section 6, Dutchie shall have no obligation to retransmit a returned Entry to Dutchie ODFI if Dutchie complied with the terms of these ACH Service Terms with respect to the original Entry. Dutchie shall provide Merchant all information, as required by the Rules, with respect to each Notification of Change (“NOC”) Entry or Corrected Notification of Change (“Corrected NOC”) Entry received by Dutchie relating to Entries transmitted by Merchant. Dutchie must provide such information to Merchant within two (2) Banking Days of the Settlement Date of each NOC or Corrected NOC Entry. Merchant shall ensure that changes requested by the NOC or Corrected NOC are made within three (3) Banking Days of Merchant’s receipt of the NOC information from Dutchie or prior to initiating another Entry to the Receiver’s account, whichever is later.
You agree to notify Dutchie promptly of any discrepancy requiring reconciliation between your records and your bank statement.
Merchant agrees to notify Dutchie promptly of any discrepancy between the Merchant’s records and the information shown on Merchant’s periodic statement received from Merchant’s financial institution. If the Merchant fails to notify Dutchie within ten (10) calendar days of receipt of a periodic statement containing such information; the Merchant agrees that Dutchie shall not be liable for any other losses resulting from the Merchant’s failure to give such notice or any loss of interest or any interest equivalent with respect to any Entry shown on such periodic statement. If the Merchant fails to notify Dutchie within thirty (30) calendar days of receipt of such periodic statement, the Merchant shall be precluded from asserting any discrepancy against Dutchie.
Your funds will be available to you when the ODFI receives the funds. If we decide to make those funds available to you before then, we have the right to a refund from you if the ODFI never receives the funds.
Merchant acknowledges that funds paid to you through the Services shall only be made available to you once the ODFI or RDFI receives final settlement. In the event that Dutchie makes available to you any provisional credit and such ODFI or RDFI does not receive the final settlement, the ODFI or RDFI is entitled to a refund for the amount of the provisional credit. Merchant agrees it shall be responsible for all such refunds, and Dutchie shall have the right to be reimbursed and recover such refunds or other amounts that are charged to Dutchie by the ODFI or RDFI in connection with the Services pursuant to these ACH Service Terms.
You warrant your compliance with law, and with these ACH Service Terms. You will indemnify Dutchie for a breach of these ACH Service Terms, or acts and omissions of anyone acting on your behalf.
With respect to each and every Entry transmitted by Merchant, Merchant represents and warrants to Dutchie and agrees that (a) each person or entity shown as the Receiver on an Entry received by Dutchie from Merchant has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (b) such authorization is operative at the time of transmittal for crediting or debiting by Dutchie as provided herein, (c) Entries transmitted to Dutchie by Merchant are limited to WEB and CCD, (d) Merchant shall perform its obligations under these ACH Service Terms in accordance with all applicable state and federal laws, regulations, and orders (to the extent not in direct conflict with applicable state, municipal, or local cannabis licensing and program laws, rules, and regulations), including, but not limited to, the sanctions laws, regulations, and orders administered by OFAC; laws, regulations, and orders administered FinCEN; and any state laws, regulations, or orders applicable to the providers of ACH payment services, (e) Merchant shall be bound by and comply with the provision of the Rules (among other provisions of the Rules) making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry, and (f) Merchant shall ensure that any and all non-public personal information provided by Merchant to Dutchie shall be secure and will not be disclosed to any unauthorized person. Merchant specifically acknowledges that it has received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Merchant shall not be deemed to have paid the Receiver the amount of the Entry. MERCHANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS DUTCHIE, AND ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL ACTIONS, COSTS, CLAIMS, LOSSES, DAMAGES, OR EXPENSES, INCLUDING ATTORNEY’S FEES AND EXPENSES, RESULTING FROM OR ARISING OUT OF (AA) ANY BREACH OF ANY OF THE AGREEMENTS, REPRESENTATIONS OR WARRANTIES OF THE MERCHANT CONTAINED IN THESE ACH SERVICE TERMS; OR (BB) ANY ACT OR OMISSION OF THE MERCHANT OR ANY OTHER PERSON ACTING ON THE MERCHANT’S BEHALF.
You agree that Dutchie and/or its ODFIs may audit your records related to and procedures required under these ACH Service Terms.
Merchant agrees to permit Dutchie, Dutchie’s ODFI, or their designated third parties, the right to audit, inspect, and review Merchant’s records and procedures for compliance with these ACH Service Terms, the Services, and all applicable Rules and state and/or federal law. Merchant agrees to cooperate with any such audit and to respond to reasonable requests for information necessary to complete such audit in a timely manner.Merchant shall bear all costs and expenses incurred in connection with any such audit. Merchant agrees that if requested by Dutchie, Dutchie ODFI, or their designated third parties, Merchant will complete a self-assessment of Merchant’s operations, management, staff, systems, internal controls, training, and risk management practices that would otherwise be reviewed by Dutchie in an audit of Merchant. If Merchant refuses to provide the requested financial information, or if Dutchie concludes, in its sole discretion, that the risk of Merchant is unacceptable, if Merchant violates these ACH Service Terms or the Rules, or if Merchant refuses to give Dutchie or Dutchie ODFI access to Merchant’s premises, Dutchie may terminate the Services and these ACH Service Terms according to the provisions hereof.
Dutchie is not liable for anything the ODFI or a third party does, or anything you do, that prevents us from providing you with the ACH Service.
21.1 IN ADDITION TO SECTION 8 OF THE MERCHANT AGREEMENT, IN THE PERFORMANCE OF THE SERVICES REQUIRED BY THESE ACH SERVICE TERMS, DUTCHIE SHALL BE ENTITLED TO RELY SOLELY ON THE INFORMATION, REPRESENTATIONS, AND WARRANTIES PROVIDED BY MERCHANT PURSUANT TO THESE ACH SERVICE TERMS, AND SHALL NOT BE RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS THEREOF. DUTCHIE SHALL NOT BE RESPONSIBLE FOR MERCHANT ACTS OR OMISSIONS (INCLUDING, WITHOUT LIMITATION, THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY ENTRY RECEIVED FROM MERCHANT) OR THOSE OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY FEDERAL RESERVE BANK, ACH OPERATOR OR TRANSMISSION OR COMMUNICATIONS FACILITY, ANY RECEIVER OR RDFI (INCLUDING, WITHOUT LIMITATION, THE RETURN OF ANY ENTRY BY SUCH RECEIVER OR RDFI), AND NO SUCH PERSON SHALL BE DEEMED DUTCHIE AGENT. MERCHANT AGREES TO INDEMNIFY DUTCHIE AGAINST ANY LOSS, LIABILITY OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM OR ARISING OUT OF ANY CLAIM OF ANY PERSON THAT DUTCHIE IS RESPONSIBLE FOR ANY ACT OR OMISSION OF MERCHANT OR ANY OTHER PERSON DESCRIBED IN THIS SECTION 21.1, INCLUDING CLAIMS BY A CONSUMER UNDER FEDERAL RESERVE BOARD REGULATION E.
21.2 NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL DUTCHIE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT LOSS OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES OR COSTS OF COVER ARISING FROM OR RELATED TO THE SERVICES PROVIDED UNDER THESE ACH SERVICE TERMS, OR ANY OTHER DAMAGE WHICH MERCHANT MAY INCUR OR SUFFER IN CONNECTION WITH THESE ACH SERVICE TERMS, WHETHER OR NOT THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN OR CONTEMPLATED BY DUTCHIE AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY OF LIABILITY WHICH MERCHANT MAY ASSERT, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM DUTCHIE ACTS OR OMISSIONS PURSUANT TO THESE ACH SERVICE TERMS.
21.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, DUTCHIE SHALL BE EXCUSED AND HELD HARMLESS FOR FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, EMERGENCY CONDITIONS OR OTHER CIRCUMSTANCES BEYOND DUTCHIE CONTROL (A “FORCE MAJEURE EVENT”). IN ADDITION, DUTCHIE SHALL BE EXCUSED AND HELD HARMLESS FOR FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF IN DUTCHIE’S REASONABLE JUDGMENT WOULD VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY (TO THE EXTENT NOT IN DIRECT CONFLICT WITH APPLICABLE STATE, MUNICIPAL, OR LOCAL CANNABIS LICENSING AND PROGRAM LAWS, RULES AND REGULATIONS).
21.4 MERCHANT’S EXCLUSIVE REMEDIES FOR ANY AND ALL CLAIMS RELATED TO THE SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO THE AMOUNT RECOVERABLE BY DUTCHIE OR DUTCHIE’S ODFI FROM THE RDFI, OR ANY OTHER THIRD PARTY PURSUANT TO THE NACHA RULES OR ANY APPLICABLE INDEMNITY AGREEMENT.
You agree to pay Dutchie for the use of these Services.
The Merchant shall pay Dutchie the charges for the services provided in connection with these ACH Service Terms, as set forth in the order form or other transactional document incorporating these ACH Service Terms. All fees and services are subject to change upon thirty (30) days prior written notice from Dutchie. Such charges do not include, and the Merchant shall be responsible for payment of, any sales, use, excise, value added, utility or other similar taxes relating to such services.
Dutchie may amend these ACH Service Terms by providing you notice.
Dutchie may amend these ACH Service Terms from time to time upon written notice to the Merchant. In the event that performance of services under these ACH Service Terms would result in a violation of any present or future statute, regulation, or governmental policy to which Dutchie is subject, then these ACH Service Terms shall be amended to the extent necessary to comply with such statute, regulation, or policy. Alternatively, Dutchie may terminate these ACH Service Terms if it deems such action necessary or appropriate under the circumstances. Dutchie shall have no liability to the Merchant as a result of any such violation, amendment, or termination. Any practices or course of dealings between Dutchie and the Merchant, or any procedures or operational alterations used by them, shall not constitute a modification of these ACH Service Terms or the Rules, nor shall they be construed as an amendment to these ACH Service Terms or the Rules.
24.1 Except as stated herein, Dutchie shall not be required to act upon any notice or instruction received from the Merchant or any other person, or to provide any notice or advice to the Merchant or any other person with respect to any matter.
24.2 Dutchie shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an authorized representative of Merchant, and any such communication shall be deemed to have been signed by such person. Such notice shall be effective on the second (2nd) Business Day following the day received by Dutchie.
24.3 Except as stated herein, any written notice or other written communication required or permitted to be given under these ACH Service Terms shall be delivered or sent by US mail, if to Merchant, at the address of Merchant on the books of Dutchie and if to Dutchie, at the following address: Courier Plus, Inc. d/b/a Dutchie, Attn: Legal, 177 Huntington Avenue, Suite 1703, PMB 49488, Boston, Massachusetts 02115-3153, unless another address is substituted by notice delivered or sent as provided herein. Except as otherwise stated herein, any such notice shall be deemed given when received.
You and Dutchie agree to cooperate in recovering losses that may be due to each other or to a third party.
In the event of any damages for which Dutchie or Merchant may be liable to each other or to a third-party pursuant to the services provided under these ACH Service Terms, Dutchie and Merchant will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third-party.
Termination of these ACH Service Terms is governed by the Merchant Agreement between you and Dutchie, and applicable Nacha Rules. Dutchie may also terminate these ACH Service Terms if, among other things, you violate any law or rule, declare bankruptcy, or engage in fraud.
Either party may terminate these ACH Service Terms in accordance with the Merchant Agreement, provided however that Dutchie or Dutchie ODFI may terminate or suspend this agreement immediately upon its determination that Merchant is in violation of these ACH Service Terms, the ACH Rules or applicable laws, if Merchant initiates any bankruptcy proceeding or is otherwise declared insolvent, fraudulent activity, actions which create or could tend to create harm or loss to the goodwill of Dutchie or Payment Network; or any other conduct by Merchant which creates reputational risk to Dutchie. Any termination of these ACH Service Terms shall not affect any of Dutchie rights or Merchant’s obligations with respect to any Entries initiated by Merchant prior to such termination, or the payment obligations of Merchant with respect to services performed by Dutchie prior to termination, or any other obligations that survive termination of these ACH Service Terms. Merchant’s obligation with respect to any Entry shall survive termination of these ACH Service Terms until any applicable statute of limitation has elapsed.
These ACH Service Terms are the complete and exclusive statement of our agreement with respect to ACH Services.
These ACH Service Terms (including the Schedules attached) are the complete and exclusive statement of the agreement between Dutchie and the Merchant with respect to the subject matter hereof and supersedes any prior agreement(s) between Dutchie with respect to such subject matter. In the event performance of the services provided herein in accordance with the terms of these ACH Service Terms would result in a violation of any present or future statute, regulation or government policy to which Dutchie is subject, and which governs or affects the transactions contemplated by these ACH Service Terms, then these ACH Service Terms shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Dutchie shall incur no liability to the Merchant as a result of such violation or amendment. No course of dealing between Dutchie and the Merchant will constitute a modification of these ACH Service Terms, the Rules, or the security procedures, or constitute an agreement between Dutchie and the Merchant regardless of whatever practices and procedures Dutchie and the Merchant may use.
The Merchant may not assign these ACH Service Terms or any of the rights or duties hereunder to any person without Dutchie prior written consent.
these ACH Service Terms shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. These ACH Service Terms are not for the benefit of any other person, and no other person shall have any right against Dutchie or the Merchant hereunder.
Headings are used for reference purposes only and shall not be deemed part of these ACH Service Terms.
In the event that any provision of these ACH Service Terms shall be determined to be invalid, illegal, or unenforceable to any extent, the remainder of these ACH Service Terms shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.
These ACH Service Terms and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Oregon exclusive of conflict or choice of law rules, and applicable federal law. The exclusive jurisdiction and venue for actions related to the subject matter of these ACH Service Terms are the state courts located in Portland, Oregon or the United States District Court for the District of Oregon, and both parties submit to the personal jurisdiction of these courts.
Merchant is responsible to strictly establish and to maintain procedures to safeguard against unauthorized transactions. Merchant warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any passwords, codes, security devices, and related instructions provided by Dutchie. If Merchant believes or suspects that any such information has been accessed by an unauthorized individual, Merchant will verbally notify Dutchie immediately, followed by written confirmation. The occurrence of such notification will not affect any transfers made in good faith by Dutchie prior to the notification and within a reasonable time period to prevent unauthorized transfers.
To the extent Merchant has designated Dutchie to be a Third-Party Sender for the origination of Entries, Dutchie shall maintain these procedures on Merchant’s behalf.
Limiting access and securely storing ACH data used in the routing and settlement of ACH transactions is a critical data security precaution. Merchant’s ability to limit access to production data can be done through commercially available software products. Access can be limited to specific programs, user IDs, or read-only or read-and-edit-only access functionality. Files can also be transmitted between ACH participants using the following data protection methods: encryption and authentication.
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