1. ACH Service. PayPal offers services that allow merchants to originate Automated Clearing House (“ACH”) credit and debit entries to a bank account (the “ACH Service”) and Merchant desires to use such services. Merchant agrees that its use of the ACH Service is subject to the terms herein and the applicable provisions of the Payment Services Agreement found at https://www.braintreepayments.com/legal/payment-services-agreement-us (the “Agreement”). Merchant accepts and agrees to comply with all such terms.
2. Part of Braintree Payment Services. Merchant agrees that the ACH Service shall be deemed part of (and included in) the definition of Braintree Payment Services under the Agreement. ACH Service transactions shall be deemed part of (and included in) the definition of Transaction under the Agreement.
3. Fees. Merchant will pay PayPal the fees and charges as agreed in writing, as well as other amounts owed, pursuant to these terms and the Agreement. Such other amounts shall include, without limitation, any amounts charged to PayPal and/or Merchant by NACHA (administrator of the ACH network) in connection with Merchant’s use of the Braintree Payment Services. All fees and other amounts due pursuant to these terms shall be subject to the terms and conditions applicable to fees generally in the Agreement, including, without limitation, those set forth in Section 2 of the Agreement. Any amounts owed to PayPal under these terms may be deducted from any Payout to Merchant or debited from Merchant’s Bank Account.
4. Transaction Limits. Merchant shall operate and use the ACH Service in accordance with the Transaction limits approved by PayPal and in accordance with Association Rules. PayPal may modify your Transaction limits upon reasonable notice.
5. Compliance. Merchant agrees to comply with the rules, guidelines and bylaws of NACHA (which may be found on NACHA’s web site) and other applicable laws and regulations related to use of the ACH network (as may be amended), all of which shall be deemed part of (and included in) the definition Association Rules. NACHA shall be deemed part of (and included in) the definition of Association.
6. Authorizations and Reconstruction Data. Merchant is solely responsible for obtaining authorization to debit its Customers’ bank accounts for ACH payments, and agrees that it shall obtain such authorization in each instance. Merchant shall provide PayPal with evidence of authorization upon request. PayPal shall not be liable for any debit or other failure (or any related costs) arising from Merchant’s acts and omissions, including failure to obtain Customer authorization. Merchant shall maintain data sufficient to reconstruct the transaction authorization, and maintain such authorization in accordance with all applicable laws, rules and regulations. Merchant agrees PayPal is permitted to document and store ACH authorization, including timestamp, Merchant logo and applicable ACH credentials (“ACH Authorization”). Merchant shall provide PayPal with ACH Authorization upon request.
7. Termination. In addition to the term and termination rights in the Agreement, either party may terminate any or all Braintree Payment Services in accordance with their rights under the Agreement. PayPal may terminate Merchant’s use of the ACH Service for violation of any Association Rules, including, without limitation, acceptable limits for ACH returns. Notwithstanding anything to the contrary in these terms or the Agreement, ACH data will not be included in any forwarding or portability services offered under the Agreement.
a. Provisional ACH Credit. Merchant acknowledges that ACH rules make provisional any credit given for an entry until the ODFI receives final settlement. If the ODFI does not receive final settlement, the ODFI is entitled to a refund from the credited party and the originator of the entry shall not be deemed to have paid the party. Merchant agrees that it shall be responsible for all such refunds, and PayPal shall have the right to be reimbursed by Merchant for any and all such refunds or other amounts that are charged to PayPal by the ODFI in connection with the ACH Service. PayPal may deduct such amounts from any Payout to Merchant. “ODFI” shall mean an Originating Depository Financial Institution for the processing of the ACH transaction services contemplated herein.
b. Cancellation or Amendment. Merchant shall not have the right to cancel or amend an ACH transaction entry after its receipt by PayPal, except to void the Transaction prior to settlement.
c. Inconsistency of Name and Number. If an entry describes a financial institution or the receiver of an entry inconsistently by name and account or other identifying number, the account or other identifying number may be relied upon and the name disregarded.
d. Satisfaction of Customer Debt. In the event that an RDFI should reverse a Transaction, Merchant acknowledges that, as between Merchant and its Customer, the Customer's debt to Merchant is satisfied when PayPal receives funds from the ODFI in payment of that debt, subject only to a reversal of such payment. “RDFI” shall mean the Receiving Depository Financial Institution that provides depository bank account services to Customers and accepts on behalf of their Customers' electronic debits and credits.
9. Warranty. Merchant warrants to PayPal, as an originator of entries makes under the NACHA Association Rules, that no entry delivered to PayPal or the ODFI, if accepted by the ODFI, will cause PayPal or the ODFI to be in violation of any regulation or sanction administered by the federal or state government or otherwise causes PayPal or the ODFI to be in violation of federal or state law.
10. Relationship to the Agreement. These terms are hereby incorporated into and made a part of the Agreement. To the extent that these terms conflict with the terms of the Agreement, these terms shall control with respect to the ACH Service and to the extent of such conflict. Except as amended and/or supplemented by these terms, all terms and provisions of the Agreement shall continue and remain in full force and effect and shall be binding upon the parties. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement.