Payment Services Terms

  1. Viewpost Systems, LLC and Viewpost North America, LLC(“Viewpost”) makes available a Payment service (“Payment Service”) provided by Cass Commercial Bank (“CASS”). The Payment Service allows the electronic funds transfer via ACH (EFT) or Virtual Credit Card (VCC) of a Payment to the payee you designate (“Payee”). If you elect to use the Payment Service, then you agree that you will be subject to the provisions in these Payment Services Terms as well as the Viewpost Payment Terms.
  2. You authorize (a) Viewpost to act as your limited agent to submit Instructions for EFT or VCC payments (“Instructions”) to CASS for the processing of EFTs and VCCs, and (b) CASS to receive such Instructions and process the EFTs or VCCs in accordance with the Instructions and these Payment Services Terms. You are responsible for assuring that each Instructions contains accurate Payee information. If the Instructions contains any errors, then CASS shall have no liability to you for transmitting an EFT in accordance with the Instructions.
  3. In order to use the Payment Service, you must (a) submit an Instructions through the Viewpost Website, providing Payee details in the Instructions and (b) make payment to CASS for the Transactions set forth in the Instructions (“Settlement”). Except as provided in Section 4, below, to effect Settlement to CASS you authorize CASS to debit your Designated Account through the Automated Clearing House network (“ACH”) to fund the EFT or VCC.
  4. You may also utilize the Payment Service to process a Payment via EFT or VCC to a Payee under certain circumstances when you’ve requested that the Payment be made via a check created on your behalf by Viewpost and processed through the Payee’s bank account. You agree that whenever the Payee bank is not a bank to which Viewpost is able to electronically submit the check for deposit, you shall be deemed to have instructed Viewpost and CASS to process such Payment via the Payment Service and transmit the payment via EFT or VCC to the Payee. You acknowledge and agree that, under such circumstances, Viewpost may endorse the check on behalf of the payee in order to effect Settlement to CASS for the Transaction.
  5. You must submit Instructions using the user name and password (“User Credentials”) applicable to one of the users associated with your Viewpost account (“Authorized User”). Viewpost and CASS may accept any Instructions transmitted using your User Credentials and you are liable for all EFTs and VCCs authorized via your User Credentials, regardless of whether the Instructions is actually submitted by an Authorized User. You should notify your Bank and/or Viewpost immediately if you believe an unauthorized person may have access to your User Credentials.
  6. Instructions are binding on you once the Instructions have been submitted using your User Credentials, via the Viewpost Website. Immediately after Instructions are submitted, CASS will make a receipt (“Receipt”) available to Viewpost for them to display on the Viewpost Website which you agree to review for accuracy. You must notify Viewpost immediately of any error or omission in the Receipt.
  7. Except as provided in Section 4, above, you agree that submitting an Instructions to CASS shall constitute your authorization to CASS to originate an ACH debit entry on your behalf to debit your Designated Account for the amount of the Payment you have authorized, and you agree to assume all obligations of an “originator” under the NACHA Operating Rules & Guidelines (“NACHA Rules”). In no event shall you authorize a Transaction in violation of the laws of the United States. CASS may suspend or terminate your right to submit ACH entries for breach of the NACHA Rules so as to permit the bank to comply with the NACHA Rules. Except as provided in Section 9 below, CASS shall process the EFT or VCC after receipt of Settlement into its bank account. Except as provided in Section 9, below, if for any reason CASS does not receive Settlement from you for the EFT or VCC, it shall have no obligation to complete the EFT or VCC and transmit funds to the Payee.
  8. You agree that CASS is authorized to credit your Designated Account from time to time if credit adjustments become necessary. You authorize CASS to communicate with your Designated Bank as necessary to effectuate the Payment Service. If due to an error or omission caused by CASS, CASS incorrectly debits your Designated Bank Account in an amount that is less than the amount you instructed (including any fees owed to CASS), CASS is authorized to initiate one or more additional debits from your designated Bank Account for the additional funds owed by you to CASS. If CASS incorrectly debits your Designated Bank Account in an amount that exceeds the amount owed to fund an EFT or VCC, CASS shall return to you the excess debit amount (i.e. the difference between the amount debited and the amount due) within five (5) business days of CASS receiving written notice or otherwise becoming aware of the incorrect debit. The return of any excess debit funds shall be your sole and exclusive remedy for any such error or omission.
  9. At your request (whether conveyed directly or through Viewpost), CASS may agree to process your Transactions prior to receipt of Settlement from you to expedite the transmission of EFTs or VCCs to Payees (“Expedited Processing”). To consider you for Expedited Processing, you may be requested to provide certain information to CASS, including financial statements or other information relating to your ability to pay for Transactions. To the extent that you provide such information to Viewpost and wish to request that CASS approve you for Expedited Processing, you authorize Viewpost to provide any necessary documents or related information to CASS. In addition, you agree that CASS may utilize third-party providers such as credit reporting agencies or other providers of financial information to obtain information about you to determine whether to approve you for Expedited Processing. If CASS approves you for Expedited Processing, you will be required to effect Settlement to CASS for Transactions as set forth in Section 4 and Section 7 (as applicable), and agree that you are liable to CASS for payment for all Transactions processed by CASS.CASS may, in its sole discretion, set a limit on the maximum and/or aggregate Transaction value for which it will provide you with Expedited Processing.
  10. If CASS processes an EFT or VCC for you for which CASS does not receive payment from you (whether via ACH debit, as described in Section 7, or via check as described in Section 4), you agree that you shall be liable to CASS for the amount of the EFT or VCC sent by CASS pursuant to your Instructions. In the event CASS fails to receive Settlement from you as described in Section 4 and Section 7, upon CASS’s request, you shall make immediate arrangements for Settlement to CASS’s designated bank account.
  11. NO WARRANTIES; INFORMATION WARRANTY EXCLUSION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CASS EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS, OMISSIONS OR INTERRUPTIONS TO THE PAYMENT SERVICE AND ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND PERFORMANCE. YOU AGREE THAT CASS SHALL NOT BE LIABLE FOR ANY ERRORS OR LOSSES CAUSED BY OR ATTRIBUTABLE TO THIRD PARTIES, INCLUDING BUT NOT LIMITED TO ANY BANKING INSTITUTION. YOU FURTHER AGREE THAT CASS SHALL NOT BE LIABLE FOR ANY ERRORS OR LOSSES CAUSED BY OR ATTRIBUTABLE TO ANY NON-CASS SYSTEM.
  12. LIMITATION ON LIABILITY. YOU AGREE THAT CASS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING FROM OR IN CONNECTION WITH THE PAYMENT SERVICE (INCLUDING ANY CASS SYSTEM) AND/OR THIS AGREEMENT (HOWEVER ARISING, REGARDLESS OF THE NATURE OF THE CLAIM OR THE FORM OF CAUSE OF ACTION), INCLUDING NEGLIGENCE AND REGARDLESS OF WHETHER CASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CASS’S MAXIUM LIAIBLITY TO YOU WILL IN NO EVENT EXCEED THE AMOUNT RECEIVED BY CASS FROM YOU IN CONNECTION WITH THE INSTRUCTIONS TO WHICH A CLAIM RELATES UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW.
  13. You understand that CASS takes appropriate measures to ensure that it is not participating or assisting in money laundering or terrorist financing. You agree that CASS, at its sole discretion, may disclose any transaction-related information to satisfy CASS’s legal obligations under applicable law, including, but not limited to, anti-money laundering, trade and economic sanctions laws and/or regulations, or as may otherwise be required by law or court order. Furthermore, such disclosure may be made to any governmental agency, body or department that exercises regulatory or supervisory authority with respect to CASS’s operations, where such disclosure is made to satisfy routine governmental audit or examination requirements or as part of informational submissions required to be made to such governmental entities in the ordinary course of business. Upon request, you agree to provide any additional information that CASS may need to satisfy its obligations under this Section 13.
  14. CASS may cancel or reject any Instructions at any time, with or without notice, in the event of any regulatory non-compliance by you or if otherwise required to comply with applicable laws or regulations. CASS may suspend or terminate the Payment Service upon notice to you for any reason.
  15. CASS reserves the right, in its sole discretion, to change, amend or otherwise modify this Agreement by providing written notice to you thereof. Notice may be provided to you by posting the revised Agreement on the Viewpost Website. Any change, amendment, or modification so conveyed to you shall be effective as of the date of notice. If you reject such change, amendment or modification, your sole remedy shall be to cease using the Payment Service. By continuing to use the Payment Service following receipt of notice or posting of a change, amendment or modification on the Viewpost Website, you hereby consent to such change, amendment or modification.
  16. You may not transfer or assign your rights or obligations under this Agreement without CASS’s prior written consent. CASS may transfer or assign its rights and obligations under this Agreement to any legal successor or affiliate thereof. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
  17. You acknowledge that, for CASS to perform any of the CASS Services hereunder, it will be necessary for you to provide certain information to CASS, such as your banking details, Payee details, amounts or any other information related to the payment (“Confidential Client Information”). CASS shall normally not disclose, sell or otherwise transfer Confidential Client Information to any third party other than its contractors, business partners (including Viewpost), affiliates and regulators; provided however, that CASS shall have the right to disclose such information to any third party if such disclosure is required by applicable law or regulation or, where there is a reasonable need, to help prevent or detect crime or prosecute offenders, or if otherwise necessary to provide the Payment Service.
  18. This Agreement shall be governed by the laws of the State of Missouri, without reference to the choice of law principles that would require the application of different law. The Parties agree to be subject to the jurisdiction and venue of the state and federal courts of St Louis County or Eastern District of, Missouri with respect to any disputes arising out of this Agreement.

Last Updated: August 1, 2019