CivicPlus Payments - Embedded and External Processor Terms

CivicPlus Payments Processing Agreement – For Embedded Payments

This CivicPlus Pay (Platform) Payment Processing Agreement (this Agreement), is effective as of the date of the Customer’s signature on the applicable SOW (Effective Date). In this Agreement, for consistency, and ease of review, the Customer is referred to as the Merchant.

1. Processing Services. In addition to our hosted software as a service solutions and any other related services offered by CivicPlus, the CivicPlus Platform offers embedded payments processing services, which include credit card, debit card, ACH, and other payment processing services, as may be offered from time-to-time (collectively the Processing Services).
2. Fees and Taxes. Related to the Processing Services, CivicPlus will charge, via the Payment Processor, the Merchant the fees listed on the applicable Platform SOW signed by the Merchant (Processing Fees). All Processing Fees payable under this agreement are exclusive of taxes.
3. As a condition of CivicPlus enabling Platform Processing Services, Merchant agrees to provide CivicPlus with accurate and complete information related to the Merchant’s use of the Platform Processing Services via the CivicPlus Payments Onboarding form (the Onboarding Form) and authorizes CivicPlus to share such information and transaction information with the CivicPlus embedded payment processor, Rainforest (Payment Processor) pursuant to our Privacy Policy. Transaction information from payors will be collected for processing of transactions by the Payment Processor in accordance with the Payment Processor’s terms applicable to the payments, set forth below. Merchant shall inform CivicPlus, in writing, of any changes to the information provided on the Merchant’s Onboarding Form. With respect to the Bank Account information, Merchant is solely responsible for making such changes expeditiously on the appropriate change request form provided by CivicPlus; any modifications to the Bank Account information provided must be signed by an authorized signer.
4. Fair use policy: CivicPlus may increase the Card Transaction Volume Fee or Transaction Per Item Fee listed on the applicable Platform SOW if the Merchants: 
   1. American Express credit card payment dollar volume exceeds twenty percent (20%)
   2. Corporate credit card payment volume exceeds ten percent (10%) of total monthly credit card payments
   3. Credit card payments for transactions amount greater than one thousand dollars ($1,000.00) exceed three percent (3%) of total monthly credit card payments. Such increases shall become effective only after CivicPlus has provided Merchant written notice setting forth the changes.
5. Payment Processor Processing Terms and Conditions. By using the Processing Services, the Merchant further agrees to the Payment Processor’s Processing Terms and Conditions available at  https://legal.rainforestpay.com/processingterms, which may be amended at any time on notice. For the sake of transparency, these processing terms and the reserved right for amendment are non-negotiable due to the nature of payment processing services. The Merchant must ensure that all payment-related activities carried out through the Processing Services meet the requirements of PCI DSS. For the sake of clarity, the Merchant shall not solicit payment data from its end-users anywhere outside of the Platform portal.
6. Term. The term of this Payment Processing Agreement is set forth on the Merchant’s applicable Platform SOW.
7. No Liability. In no event shall the Platform be liable to the Merchant for any claims, losses, or damages resulting from:
   • Merchant’s non-compliance with these terms, the Payment Processor’s Processing Terms and Conditions, or regulatory requirements (for example PCI DSS, AML, KYC).
   • Security breaches or data loss occurring within the Merchant-controlled systems.
   • Fraudulent activities related to the Merchant’s use of the Platform, including chargebacks, fraud, or misuse of payment data.
8. Financial Liability & Transaction Fees

   • If the Merchant account experiences excessive chargebacks or fraudulent activities, CivicPlus reserves the right to assess additional fees or terminate the agreement with immediate effect. For all additional Platform fee increases, CivicPlus will provide the Merchant with 30 days written notice of any fee modifications before the changes take effect. For all foregoing Platform fee increases, the Merchant shall have 60 days after the fee modifications become effective to contest the changes. If the Merchant does not notify CivicPlus of their disapproval within this 60-day period, the changes will be deemed accepted by the Merchant.

   • The Platform will deduct all fees owed under the SOW prior to disbursing any remaining amounts to the Merchant. If specifically requested by the Merchant, CivicPlus may, in its sole discretion, switch the Merchant from net funding to gross funding in the Platform; in such event, CivicPlus may establish a reserve fund or security deposit from the Merchant to mitigate risks of chargebacks or disputes.  If, under gross funding, CivicPlus’s attempts to debit fees owed from the Merchant’s account are unsuccessful, CivicPlus reserves the right to switch the Merchant from gross funding to net funding in the Platform.
9. Termination for Cause. CivicPlus may terminate or suspend Platform Processing Services if:
   • The Merchant violates these terms, the Payment Processor’s Processing Terms and Conditions, or any compliance or regulatory obligations.
   • Fraudulent activity or data security breaches are detected on the Merchant account.
   • Merchant fails to adhere to underwriting requirements or risk management protocols.
10. Amendments to Risk Policies. CivicPlus reserves the right to update or modify risk management policies and procedures, including security protocols and compliance requirements, to align with evolving industry standards or legal obligations. The Merchant agrees to comply with such updates upon reasonable notice.

Applicable Solution - External Processor

For an additional fee, to be quoted at the time of scoping, CivicPlus may facilitate an automated process for redirecting credit card payments to the Customer’s existing payment gateways/merchant account processors (Gateway).  For card payments, CivicPlus will redirect any payment processing to the Customer’s Gateway, and the Gateway presents the payment form page and processes the card payment. CivicPlus does not transmit, process, or store cardholder data and does not present the payment form. CivicPlus implements and maintains PCI-compliant controls for the system components and applications that provide the redirection services only.

The Customer will enter into a merchant account agreement with their selected Gateway provider that is within CivicPlus’s network of integrated Gateways (Integrated Partner). Such agreement’s terms and conditions will solely ensure the benefit and obligation of the Customer; CivicPlus shall not be a party to such agreement.  CivicPlus will facilitate contact between the Customer and the selected Integrated Partner for contracting purposes and shall integrate the Integrated Partner’s Gateway system into the Customer’s Services for the fee set forth on the applicable SOW. The Customer agrees to assume responsibility for ensuring the execution of a Gateway contract with the Customer’s select Gateway provider, to comply with all terms and conditions of such contract, and to pay all fees required to maintain the services. The Customer acknowledges that the fees outlined in the applicable SOW do not include any transaction, processing, or other fees imposed by the Customer’s Gateway.

The Customer is solely responsible for their relationship with their selected Gateway. In no event will CivicPlus:

1. Take part in negotiations,
2. Pay any fees incumbent on the Customer or merchant account, or
3. Acquire any liability for the performance of services of any chosen Gateway, including those Integrated Partners.

The Customer acknowledges switching to a different Gateway after signing this SOW may incur additional fees and require a written and signed modification to this SOW. The Customer shall continue to be responsible for negotiating and executing any Gateway agreement as described herein for any additional Gateway changes. The Customer understands and agrees that CivicPlus is not liable for any failure of service or breach of security by any Gateway provider selected by the Customer, whether such a provider is an Integrated Partner or not.

Customers must ensure that all payment-related activities carried out through the Services meet the requirements of PCI DSS. For the sake of clarity, the Customer shall not solicit payment data from its end-users anywhere outside of the Platform portal.

In-Article Glossary

Review the Help Center Glossary, a comprehensive explanation of the acronyms, abbreviations, and company-specific terminology. The terms located in this section are listed alphabetically:

• ACH: Automated Clearing House
• AML: Anti-Money Laundering
• DSS: Data Security Standard 
• KYC: Know Your Customer 
• PCI: Payment Card Industry 
• SOW: Statement of Work