HomeMy WebLinkAboutPaymentus - MSA Standard Form - 5.9.2024MASTER SERVICES AGREEMENT
Client:
Client Address:
Contact for Notices to Client:
Estimated Number of Yearly Payments:
Waterloo Fiber
625 Glenwood St. I Waterloo, IA 50703
(319) 291-0175
Erica Christiansen/Eric Lage
TDB (New ISP)
This Master Services Agreement ("Agreement") is entered into as of the date of the last of the signatures
set forth below ("Effective Date"), by and between the Client identified above and Paymentus Corporation,
a Delaware Corporation, with a principal place of business at 11605 N. Community House Road, Suite 300,
Charlotte, North Carolina 28277. Client and Paymentus are also referred to as "Party" and collectively as
the "Parties".
STATEMENT OF PURPOSE
Paymentus desires to provide, Client desires to receive electronic bill payment services as more particularly
described in this Agreement under the terms, and conditions set forth herein.
AGREEMENT
In consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, hereby covenant and agree as follows.
This Agreement consists of the following documents:
(i) this signature page
(ii) the General Terms and Conditions; and
(iii) the following Schedules:
Schedule A: Paymentus Service Fee Schedule
Schedule B: Client Payment Data
Schedule C: Professional Services for Standard Implementation and Custom
Integration
Schedule D: Statement of Work
This Agreement represents the entire agreement between the parties with respect to its subject matter,
supersedes all prior written or oral agreements or understandings related to the subject matter hereof, and
may be changed only by agreements in writing signed by the authorized representatives of each of the
parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly
authorized representatives.
CLIENT PAYMENTUS CORPORATION
r I G (�G� 2 SIGNED
BY _ By:
NAME: Eric Lage NAME:
TITLE: General Manager TITLE:
DATE: 5/9/2024 DATE:
CONFIDENTIAL AND PROPRIETARY
PAVMFNTI IC I FrAI • FnRM RF\/ICI(1N (1F 11 d 91199
For the purposes of the Agreement, the following
terms and words have the meaning ascribed to them,
unless the context clearly indicates otherwise.
1.1 "Affiliates" means (i) any entities that control,
are controlled by, or are under common
control with a Party.
1.2 "Agent Dashboard" means a web based
portal that enables Client to manage and
monitor its' customers' payments and
accounts including such features as the
ability to add and manage users, look up
payment schedules, make payments
manually on behalf of the customers, and
generate payment reports.
1.3 "Agreement" or "Master Agreement" means
the Master Services Agreement between the
parties, as amended from time to time,
including the Signature Page, these General
Terms and Conditions and all Schedules.
1.4 "Average Bill Amount" means the total
amount of Payments processed through
Paymentus in a given month divided by the
number of the Payments for the same month.
1.5 "Custom Enhancement(s)" means one or
more enhancements to the Services which is
either unique to Client, or which was
expedited prior to being developed pursuant
to a Statement of Work entered into by the
Parties in which Client agrees to pay
Professional Services Fees for the Work
done in connection therewith.
1.6 "Customer Information Files" or "CIF"
means a computerized file used by a
company that stores all customer data such
as the customer's personal and account
information.
1.7 "Custom Implementation" means
implementation of Client's Custom
Integration and Custom Enhancements in
accordance with the applicable SOW.
1.8 "Custom Integration" customization of the
Platform to integrate with Client's billing
system using non-standard file specifications
or application programming interfaces
("APIs") supported by Client's billing system
Paymentus
GENERAL TERMS AND CONDITIONS
BY AND BETWEEN PAYMENTUS CORPORATION AND Waterloo Fiberl
1 Definitions: 1.9 "Effective Date" has the meaning set forth on
the signature page above, unless the
Agreement is submitted to Client for
acceptance in a manner that does not call for
Paymentus to execute it, in which event the
Effective Date shall be the date that Client
signs the Agreement.
1.10 "Excess Payment Amount" means the
Payment Amounts from Non -Qualified
Transactions processed in a calendar month.
1.11 "Fee Assumptions" means information used
to calculate the Paymentus Fee (as defined
in Section 3.2) as provided by Client in good
faith, including (i) the projected Average Bill
Amount, and (ii) the projected payment
method mix (credit vs debit vs e-check) of all
card Payments processed that month.
1.12 "IPN" or "Instant Payment Network"TM
means the network developed by Paymentus
to enable customer engagement, bill
presentment and receipt of payments by
businesses through multiple channels as
enabled from time to time by Paymentus.
1.13 "Launch Date" means the date on which
Client completes the introduction to Users of
all of the Services set forth on Schedule A or
in any applicable SOW as of the Effective
Date of this Agreement.
1.14 "Minimum Monthly Commitment" means a
fixed amount agreed to by the Parties that is
based upon the expected number of
transactions to occur each month during the
Term times the Average Bill Amount, as set
forth in Schedule A).
1.15 "Non -Qualified Transaction" means any
payment where the Paymentus Fee is lower
than the cost of processing such payment
(including the cost of Third Party Fees).
1.16 "Payment" means payment by a User
through the Platform for Client's services,
Client's bills, or other amounts owed to
Client.
1.17 "Payment Amount" means the amount of a
Payment.
1.18 "Paymentus Authorized Processor" means
a Paymentus authorized merchant account
provider or payment processing intermediary
or gateway.
Confidential & Proprietary 191108.1
1.19 "Paymentus Fee" is the amount charged for
the Services as set forth on Schedule A.
1.20 "Platform" is defined in Section 2.1.
1.21 "Professional Services" means the work to
be performed for Client by Paymentus as
described in the Statement of Work, which
may be changed from time to time in
accordance with the Change Order process
described in the SOW.
1.22 "Professional Services Fees" means the
fees charged for the Professional Services
described on a Statement of Work.
1.23 "Reversed or Chargeback Transactions"
means cancelled transactions due to User
error, a User's challenge to Payment
authenticity, or action by a financial institution
or a Paymentus Authorized Processor
(commonly referred to as ACH or eCheck
returns or credit/debit card chargebacks).
1.24 "Services" means the performance by
Paymentus of the payment and related
services selected by Client as set forth in
Schedule A and as provided in Section 2.2.1.
1.25 "Standard Implementation" means (i) the
initial integration between the information
systems of both parties so that Paymentus
can receive Client's customer data to be used
in the provision of the Services, and Client
can receive payment and other related data
from Paymentus, (ii) the setup of the payment
processor and bank deposit accounts, (iii) the
setup of the payment channels described on
Schedule A to this Agreement and (iv) the
creation of business rules to be applied to the
acceptance of payments, all as further
described in the applicable SOW or
Paymentus documentation. Any changes
following the initial integration will be handled
through the Change Order process.
1.26 "Statement of Work" or "SOW" means the
statement of work entered into between the
Parties, which shall be substantially in the
form attached as Schedule C, which is
attached hereto and incorporated herein by
reference.
1.27 "System Availability" means that date on
which Paymentus notifies Client's that the
Platform is ready process User data.
1.28 "Term" means the Initial Term and any
renewal term as defined in Section 7.1 of this
Agreement.
1.29 "Third Party Fees" is defined in Section 2.1
of this Agreement.
1.30 "User" means a Client customer who uses
the Services to pay its Client bills.
1.31 "Work" or "Work Product" means the
customizations that are performed by
Paymentus as part of the Professional
Services described in the SOW.
2 Description of Services to be Performed
2.1 Scope of Services
When selected on Schedule A, Paymentus will
provide Users the opportunity to view and receive
bills, make Payments using the payment methods
provided under Schedule A and other payment
methods and wallets as offered by Paymentus from
time to time. The payment methods and other
services provided may be used within the channels
described on Schedule A or on other websites or
mobile/web apps or chatbots or voice assistants that
are part of the Instant Payment Network, (collectively
referred to as the "Platform"). Paymentus will provide
a mechanism by which Client may select the channels
and payment methods Client wishes to offer Users.
Paymentus will be the exclusive provider to Client of
all electronic bill payment and related services
substantially similar to the Services.
2.2 Professionalism
Paymentus will perform the Services in a professional
and commercially reasonable manner.
2.3 New or Enhanced Services
From time to time Paymentus may offer Client new or
enhanced services, such as new functionality within
the IPN, the ability to accept other payment methods,
methods of bill presentment, the ability to access
alternative payment processors or other service
providers or Paymentus Authorized Processors or
otherwise modify the terms and conditions under
which the Services are provided ("Service
Enhancements"). Paymentus will provide Client with
notice through the Agent Dashboard disclosing the
terms, including any contracts or contract
amendments, under which the Service
Enhancements will be made available. If the Service
Enhancements will result in additional fees to or
impose additional material obligations on Client or
Users, Client will have thirty (30) days after the date
Confidential & Proprietary
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191108.1
the notice is posted on the Agent Dashboard to opt -
out of the Service Enhancements in the manner
provided in the notice. If Client does not opt -out in a
timely manner, then when the Service Enhancements
are introduced they will form part of the Services and
Client will be bound by the additional terms as
disclosed in the notice, and the Paymentus Service
Fee (Schedule A) will be deemed amended to reflect
changes in the Services and fees in connection with
the Service Enhancements.
3 Compensation and Payment Terms
3.1 Implementation
3.1.1 Charge for Standard Implementation.
Paymentus will charge the fees related to Standard
Implementation that are set forth on the applicable
Statement of Work.
3.1.2 Custom Implementation. If Client
requests customizations during the implementation
process, the SOW will contain an estimate of the
amount of custom Work that will be required to be
performed on a time and materials basis, which Work
will be performed at a blended hourly rate set forth
therein in accordance with the payment terms set
forth in the SOW. If there are changes following the
execution of the Statement of Work, the parties will
follow the change order process detailed in the SOW.
Custom implementation shall be billed as set forth in
the SOW.
3.2 Paymentus Fee
3.2.1 Party to be charged the Paymentus
Fee. The party to be charged the Paymentus Fee is
identified on Schedule A.
3.2.1.1 Where the "User Box" is checked
on Schedule A, User will be charged the Paymentus
Fee.
3.2.1.2 If the "User Box" is not checked on
Schedule A, Client will be charged the Paymentus
Fee.
3.2.2 Third Party Payments. Paymentus will
pay the corresponding processing and related fees to
the applicable third parties out of the Paymentus Fee
(—Third Party Fees"), except for fees related to
Reversed or Chargeback Transactions.
3.2.3 Adjustments to the Paymentus Fee.
The Paymentus Fee may be adjusted thirty (30) days
following the date of delivery by Paymentus' of prior
written notice to Client due to one of the following:
3.2.3.1 Mistake in connection with the
Fee Assumptions. A mistake by either of the parties
with respect to the Fee Assumptions, including but
not limited to changes in (a) the average Payment
Amount made by the Users, (b) the mix of payment
methods utilized by the Users or (c) the interchange
rates applied to transactions.
3.2.3.2 Charges for Non -qualified
Transactions. Client will be billed additional
Paymentus Fees equal to [2.85%] of the Excess
Payment Amount for each month.
3.2.3.3 Changes in Third Party Fees.
Changes in the card or payment system rules,
changes in payment processing fees or other
changes in Third Party Fees that are outside of
Paymentus' control that increase Paymentus' cost of
processing transactions.
3.2.3.4 Changes due to increases in the
Consumer Price Index. Beginning on the first
anniversary of the Launch Date, and continuing on
each anniversary of the Launch Date thereafter
during the initial term and any renewal terms, the
Paymentus Fee may be increased annually by a
percentage equal to the increase in the Consumer
Price Index, "U.S. City Average/All Items for All Urban
Consumers (CPI-U) (1982-84 = 100)".
3.3 Payment Terms.
3.3.1 User Paid Invoices. When User pays
the Paymentus Fees (as designated on Schedule A),
User will pay the Paymentus Fees together with the
corresponding Payment at the time of the transaction.
3.3.2 Client Paid Invoices. When Client is
obligated to pay the Paymentus Fee (as shown on
Schedule A), Paymentus will invoice Client promptly
following the end of each full or partial calendar month
during the Term and Client's bank account will be
debited for Paymentus Fees. In addition, Client will
be billed for applicable Professional Services Fees as
described in the SOW in accordance with the terms
set forth therein. Client shall notify Paymentus in
writing of any alleged errors or discrepancies
detected by Client in Paymentus' calculation of the
Paymentus Fees, or Professional Services Fees
contained in the applicable invoice(s) within thirty (30)
days from the invoice date ("Due Date"). To the extent
that any portion of an invoice is disputed in good faith
("Disputed Amount"), Client shall timely pay on or
prior to the Due Date the undisputed portion of any
invoice, and promptly notify Paymentus in writing of
the Disputed Amount, providing a reasonably detailed
explanation for such Disputed Amount ("Invoice
Dispute Notice"). The parties shall work together in
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191108.1
good faith to resolve all issues identified in the Invoice
Dispute Notice within ten (10) days of Paymentus'
receipt thereof. Charges on invoices which are not
disputed within thirty (30) days of the invoice date
shall be deemed accepted and Paymentus shall have
no obligation to correct any calculation errors
identified after such period. Invoices that are not
timely paid shall be subject to interest from the Due
Date at the higher of 18% per annum or the then
current legal rate of interest.
4 Payment Processing
4.1 Integration with Client's Billing System
Paymentus will provide implementation services to
Client in accordance with the terms of Schedule C,
which is attached hereto and incorporated herein by
reference.
4.2 PCI Compliance
To the extent that either party receives payment card
information subject to the Payment Card Industry
Data Security Standards ("PCI-DSS") in connection
with providing the Services, such party will comply
with all requirements of the PCI-DSS with respect to
storage, transmission and disclosure of payment card
information.
4.3 Explicit User Confirmation
Paymentus will electronically confirm to the User the
dollar amount of all Payments, and when paid by the
User, the corresponding Paymentus Fee to be
charged for the transaction, and electronically obtain
the User's approval of the charges prior to initiating
payment authorizations transaction.
4.4 Merchant Account
If described as part of implementation services in the
applicable SOW, Paymentus will assist Client in
setting up a merchant account directly with the
Paymentus Authorized Processor for processing and
settlement of transactions.
4.5 Payment Authorization
For authorization purposes, Paymentus will
electronically transmit all card or other payment
transactions to the appropriate processing center, in
real time as the transactions occur or as provided in
applicable rules. In its sole discretion, Paymentus
may refuse to process any transaction that it
reasonably believes is (i) submitted in violation of its
terms of use or (ii) necessary to protect Client, Users,
itself or others from actual or potentially illegal,
fraudulent or harmful activity.
4.6 Settlement
Paymentus together with a Paymentus Authorized
Processor will forward the payment transactions, to
the appropriate organizations for settlement directly
to Client's depository bank account previously
designated by Client ("Client Bank Account") as a
positive amount of payment processing funds, net of
any User paid Paymentus Fee and any Reversed or
Chargeback Transactions (described below). When
Client pays the Paymentus Fee, Paymentus will
invoice Client and debit the fees from the Client Bank
Account on a monthly basis.
Paymentus together with the Paymentus Authorized
Processor will continuously review its settlement and
direct debit processes for its simplicity and
efficiencies. Client and Paymentus agree to fully co-
operate with each other if Paymentus were to change
its settlement and invoicing processes.
4.7 Reversed or Chargeback Transactions
With respect to all Reversed or Chargeback
Transactions, Client authorizes Paymentus and
Paymentus Authorized Processor (and/or the
respective payment organizations) to debit the Client
Bank Account for the Payment Amount and/or offset
the Payment Amount against future payouts and
Paymentus will refund the applicable amount to the
payment organization for credit back to the User the
corresponding Paymentus Fee, if any.
Paymentus together with Paymentus Authorized
Processor will continuously review its processes for
Reversed or Chargeback Transactions for simplicity
and efficiencies. Client and Paymentus agree to fully
cooperate with each other if Paymentus requires any
change to its settlement and invoicing processes for
these transactions.
5 General Conditions of Services
5.1 Service Reports
Paymentus will provide Client with reports
summarizing use of the Services by Users for a given
reporting period, which period shall be designated by
Client during the Standard Implementation process.
Such standard reports are available through the
Agent Dashboard.
5.2 User Adoption Communication by Client
Client will prominently communicate the Services as
a primary payment option to its customers wherever
Client usually communicates its other payment
options.
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191108.1
Client will make the Services known or available to its
customers by different means of customer
communication including (i) on the face of bills,
invoices and other notices; (ii) on any marketing or
advertising materials that include payment options;
(iii) if direct payments have been activated, by
providing Interactive Voice Response ("IVR") and
Web payment details prominently on Client's website
including a "Pay Now" or similar link on a mutually
agreed prominent place on the web site; (iv) if IVR
payments have been activated, through Client's
general IVR/Phone system; and (v) other channels or
means available to Client or reasonably suggested
by Paymentus.
Paymentus will provide Client with logos, graphics
and other marketing materials solely for Client's use
in its communications with its customers regarding
the Services and/or Paymentus.
5.3 Independent Contractor
Paymentus is an independent contractor. Paymentus
is not acting as an agent or fiduciary of the Client or
its Users.
5.4 Client's Responsibilities
In order for Paymentus to provide the Services, Client
will fully cooperate with Paymentus by:
(i)
Entering into (and authorizing Paymentus to do
so on its behalf) all applicable merchant
processing, cash management, ACH origination,
or kiosk agreements, provided that Client is given
notice of and approves any additional fees
associated with those agreements, and providing
information and consents reasonably requested
in connection with the agreements.
(ii) Maintaining throughout the duration of the
Agreement during which direct payments via the
web is activated, a bill payment link connecting to
the Paymentus Platform at a prominent and
mutually agreed location on Client's website. If
the IVR channel is activated, the phone number
for IVR payments will also be added to the web
site and as an option as part of Client's general
phone system.
(iii) Sharing User Adoption Communication as
described in Section 5.2 (User Adoption
Communication by Client).
(iv) Providing Customer Information to Paymentus.
As part of the information transfer required for
implementation, Client will provide Paymentus
with CIF on all Client customers serviced by
Client. The CIF shall also identify customers by
payment type.
(v) Launching the Service within 30 days of System
Availability. Paymentus will notify Client in writing
of System Availability. Client will have five (5)
days following such notification to confirm that
there are no material defects in the System
("Testing Period"). If material defects in the
System are identified, Client shall provide
reasonable detail to Paymentus about such
defects, and the System Availability date will be
extended until Paymentus notifies Client again of
System Availability, and following an additional
Testing Period, Client confirms there are no
material defects in the System. If the Launch Date
does not occur by the earlier of (i) thirty (30) days
following final System Availability or (ii) 120 days
following the Effective Date (as adjusted for any
time required for Paymentus to cure applicable
defects), Client shall be obligated to pay seventy-
five percent (75%) of the Minimum Monthly
Commitment Fees commencing the following
month.
(vi) Dedicating sufficient properly trained and fully
engaged personnel to support the
implementation process and its use of the
Services in compliance with all laws applicable to
its use of the Services.
(vii) Providing Paymentus with the file format
specification currently used to post payments to
the billing system to allow Paymentus to provide
Client with a posting file for posting to Client's
billing system.
(viii) Fully cooperating with Paymentus and securing
the cooperation of its software and service
providers and providing the information required
to integrate with Clients' billing system.
(viii) Fully cooperating with Paymentus to integrate its
systems with the Paymentus Platform through
the use of Paymentus' APIs to enable Client's
access to the IPN, if selected.
(ix) Promptly provide Paymentus notice within a
reasonable time (not to exceed 48 hours) if Client
encounters a cyber-incident or a data security
breach which could reasonably be expected to
compromise Paymentus data.
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191108.1
6 Indemnification and Limitation of Liability
6.1 Paymentus Indemnification and Hold
Harmless
Paymentus agrees to defend, hold harmless and
indemnify Client and its directors, officers or
governing officials, and employees (collectively, the
"Client lndemnitees") from and against all liabilities,
demands, losses, damages, costs or expenses
(including reasonable attorney's fees and costs),
incurred by any Client Indemnitee arising from a claim
or demand brought by a third party to the extent such
claim or demand alleges that the Services provided
under this Agreement infringe the intellectual property
rights of the third -party.
6.2 Client Indemnification and Hold Harmless
Client agrees to defend, hold harmless and indemnify
Paymentus and its directors, officers, employees, and
Affiliates (collectively, the "Paymentus lndemnitees")
from and against all liabilities, demands, losses,
damages, costs or expenses (including reasonable
attorney's fees and costs), incurred by any
Paymentus lndemnitee arising from a claim or
demand brought by a third party to the extent the
claim or demand relates to the underlying relationship
or obligations of Client and its Users.
6.3 Indemnification Procedure
The indemnified party will give the indemnifying party
prompt written notice of any claim for which
indemnification is sought. The indemnifying party will
have the right to control the defense and settlement
of any claim, provided that any settlement that admits
liability on behalf of the indemnified party, or
adversely affects the indemnified party shall (i)
require the indemnified party's prior written consent,
which consent will not be unreasonably conditioned,
delayed or withheld and (ii) to the extent legally
permitted, shall remain confidential.
6.4 Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THE
AGREEMENT, PAYMENTUS MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED AND DISCLAIMS ALL
OTHER REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, MADE TO CLIENT OR
ANY OTHER PERSON, INCLUDING WITHOUT
LIMITATION, ANY WARRANTIES REGARDING
QUALITY, SUITABILITY, MERCHANTABILITY,
FITNESS, FOR A PARTICULAR PURPOSE OR
OTHERWISE OF ANY SERVICES OR ANY GOOD
PROVIDED INCIDENTAL TO THE SERVICES
PROVIDED UNDER THE AGREEMENT.
6.5 Limitation of Liability
NOTWITHSTANDING THE FOREGOING,
PAYMENTUS WILL NOT BE LIABLE FOR
ANY LOST PROFITS, LOST SAVINGS OR
OTHER SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, EVEN IF IT
HAS BEEN ADVISED OF OR COULD
HAVE FORESEEN THE POSSIBILITY OF
THESE DAMAGES. IN NO EVENT WILL
PAYMENTUS BE LIABLE FOR ANY
LOSSES OR DAMAGES RESULTING
FROM THE ACTS, OMISSIONS OR
ERRORS OF THIRD PARTIES OR OF
CLIENT OR FOR PROVIDING
AGREEMENTS, INSTRUCTIONS OR
INFORMATION TO USERS AS
INSTRUCTED BY CLIENT. PAYMENTUS'
TOTAL LIABILITY FOR DAMAGES FOR
ANY AND ALL ACTIONS ASSOCIATED
WITH THE AGREEMENT OR THE
SERVICES WILL IN NO EVENT EXCEED (i)
FOR AN ERROR OR OTHER ACTION
AFFECTING THE PROCESSING OF ONE
OR MORE PAYMENTS, THE AMOUNT OF
THE PAYMENTUS FEE ASSOCIATED
WITH EACH PAYMENT, (ii) FOR ALL
OTHER CLAIMS, THE AMOUNT OF THE
PAYMENTUS FEE (NET OF DIRECT
PROCESSING AND OTHER FEES PAID BY
PAYMENTUS) PAID TO PAYMENTUS
("NET FEES") IN THE SIX (6) MONTHS
BEFORE THE EVENTS GIVING RISE TO
THE CLAIM OR CLAIMS ARISING FROM
THE SAME CIRCUMSTANCES; AND (iii) IN
NO EVENT, MORE THAN THE NET FEES
RECEIVED IN THE LAST TWELVE (12)
MONTH PERIOD UNDER THE
AGREEMENT.
7 Term and Termination
7.1 Term
The term of the Agreement will commence on the
Effective Date and continue for a period of 5 (five)
years ("Initial Term") from the Launch Date.
At the end of the Initial Term, the Agreement will
automatically renew for successive three (3) year
periods unless either Client or Paymentus provides
the other party with not less than 6 (six) months prior
written notice before the automatic renewal date that
it elects not to automatically renew the term of the
Agreement.
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191108.1
7.2 Material Breach
A material breach of the Agreement will be cured
within 60 (sixtey) business days ("Cure Period") after
a party notifies the other in writing of the breach in
accordance with the Notice Provisions of this
Agreement and with reasonable details regarding the
material breach. In the event a material breach has
not been cured within the Cure Period, the non -
breaching party can terminate the Agreement by
providing the other party with a 30 business days'
written notice.
7.3 Upon Termination
Upon termination of the Agreement, the parties agree
to cooperate with one another to ensure that all
Payments are accounted for and all refundable
transactions have been completed. During any period
between the date of the notice of non -renewal or
termination, if applicable, and the termination date set
forth therein, Client shall maintain transaction
volumes materially consistent with historical usage of
Paymentus' Platform. Upon termination, Paymentus
will cease all Services being provided hereunder
unless otherwise agreed in writing.
8. Confidentiality
The parties agree that notwithstanding anything in
this Agreement to the contrary, they will each abide
by the terms of the Mutual Confidentiality Agreement
or other mutual non -disclosure agreement signed by
the parties in connection with the commencement of
the negotiation of this Agreement ("NDA"), which
NDA shall be incorporated herein by reference, with
the exception that the Term of the NDA shall be
extended from the Effective Date of the NDA for three
years following the termination or earlier expiration of
this Agreement (the Confidentiality Period").
Furthermore, during the Confidentiality Period, Client
will not for any purpose inconsistent with the
Agreement disclose to any third party or use any
Paymentus confidential or proprietary non-public
information that Client has obtained during the
procurement process or during the term of the
Agreement about Paymentus' business, including the
terms of the Agreement, operations, financial
condition, technology, systems, know-how, products,
Services, suppliers, clients, marketing data, plans,
and models, and personnel. Except as required by
law, Paymentus will not for any purpose inconsistent
with the Agreement or its privacy policy in effect from
time to time disclose to any third party or use any
confidential User information it receives in connection
with its performance of the Services other than as
required in connection with the third parties described
in Section 5.4(i) (applicable merchant processing,
cash management, ACH origination, or kiosk
agreements) above.
9. FOIA Requests
If a request for information is made to Client under
any federal, state or other governmental freedom of
information act or similar law, rule or regulation
seeking disclosure of any of the confidential
information of Paymentus, this Agreement or other
information provided to Client before and after the
Effective Date in connection with or pursuant to this
Agreement, Client shall (i) promptly provide
Paymentus written notice of (email shall suffice) such
request (along with a copy of the request) so that
Paymentus may seek, at Paymentus' sole expense,
a protective order or other appropriate remedy to
protect the requested information to the extent legally
permitted and (ii) provide reasonable cooperation (at
Paymentus' request and sole expense, including but
not limited to Client's legal fees reasonably incurred
to protect the requested information) to resist or limit
any disclosure pursuant to this paragraph.
10. Intellectual Property
In order that Client may promote the Services and
Paymentus' role in providing the Services,
Paymentus grants to Client a revocable, non-
exclusive, royalty -free, license to use Paymentus'
logo and other service marks (the "Paymentus
Marks") for this purpose only. Client does not have
any right, title, license or interest, express or implied
in and to any object code, software, hardware,
trademarks, service mark, trade name, formula,
system, know-how, telephone number, telephone
line, domain name, URL, copyright image, text, script
(including, without limitation, any script used by
Paymentus on the IVR or the Website) or other
intellectual property right of Paymentus ("Paymentus
Intellectual Property"). All Paymentus Marks,
Paymentus Intellectual Property, and the Platform
and all rights therein (other than rights expressly
granted herein) and goodwill pertain thereto belong
exclusively to Paymentus.
11. Miscellaneous
11.1 Authorized Representative
Each party will designate an individual to act as its
representative, with the authority to transmit
instructions and receive information. The parties may
Confidential & Proprietary
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191108.1
from time to time designate and notify the other party
of other individuals or change the individuals.
11.2 Notices
All notices of any type hereunder ("Notices") will be in
writing and sent to the addresses indicated on the
signature page and except as otherwise provided in
these Terms and Conditions will be given by certified
mail, a national courier or by hand delivery. Notices
will be considered to have been given or received on
the date the notice is physically received. Any party
by giving notice in the manner set forth herein (or by
electronic mail) may unilaterally change the name of
the person to whom notice is to be given or the
address at which the notice is to be received, by
sending Notice to the other party. Notices to
Paymentus shall also be copied to the attention of the
Legal Department at the Paymentus address.
11.3 Interpretation
It is the intent of the parties that no portion of the
Agreement will be interpreted more harshly against
either of the parties as the drafter.
11.4 Governing Law
The Agreement will be governed by the laws of the
state of Delaware, without giving effect to any
principles of conflicts of law.
11.5 Severability
If a word, sentence or paragraph herein is declared
illegal, unenforceable, or unconstitutional, that word,
sentence or paragraph will be severed from the
Agreement, and the Agreement will be read as if that
word, sentence or paragraph did not exist.
11.6 Attorney's Fees
Should any litigation or other dispute requiring the
involvement of attorneys arise between the parties
concerning the Agreement, the parties agree to bear
their own costs and attorney's fees.
11.7 Force Majeure
Each of the Party's will be excused from performing
the Services or other non -monetary obligations to the
extent such Party's performance is directly delayed,
impaired or rendered impossible due to acts of God
or other events that are beyond such Party's
reasonable control and without its fault or judgment,
including without limitation, natural disasters, war,
terrorist acts, riots, acts of a governmental entity (in a
sovereign or contractual capacity), fire, storms,
floods, labor strikes, labor walk -outs, pandemics or
other wide -scale heath crisis, quarantine and related
restrictions, explosions, extra -ordinary loss of utilities
(including telecommunications services), or external
computer "hacker" attacks and/or delays of common
carrier.
11.8 No Third Party Beneficiaries.
Nothing in this Agreement, express or
implied, is intended to confer rights,
benefits, remedies, obligations or
liabilities on any person (including
Users or customers of the parties)
other than the parties or their
respective successors and permitted
assigns.
11.9 Entire Agreement
The Agreement represents the entire agreement
between the parties with respect to its subject matter
and supersedes all prior written or oral agreements or
understandings related to its subject matter and
except as provided in the Agreement may be
changed only by agreements in writing signed by the
authorized representatives of the parties. Paymentus
may amend this Agreement as reasonably necessary
to comply with laws, regulations or rules applicable to
the Services provided under this Agreement.
11.9 Counterparts
The Agreement and any amendment or other
document related to the Agreement may be executed
in counterparts, each of which will constitute an
original, and all of which will constitute one
agreement. The Agreement and any amendment or
other document related to the Agreement may be
signed electronically. A photographic or facsimile
copy of the signature evidencing a party's execution
of the Agreement will be effective as an original
signature.
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Schedule A — Paymentus Service Fee Schedule
The Services will initially consist of the Services indicated by a check box on the following table. The Paymentus Fee will
be as specified below, and will be paid by the Client, unless designated as a User paid fee.
Channe
I
Channels
Services
Payment Methods &
Channels
User will make payments
®
Instant Payment
Network TPA
Ebill
Presentment
and Customer
Engagement
All payment channels and
methods offered under IPN
such as PayPal, Venmo,
PayPal Credit, Secure PDF
Push, Chatbot, Advanced
Notification Service (ECM),
Text 2 Pay, Voice Assistants,
Mobile Apps and others as
offered by Payments from time
to time
$3.05 cents Flat fee for
Credit Cards (VISA,
MasterCard, Discover,
AMEX), Debit Cards
(VISA, MasterCard,
Discover), Digital Wallets
(ApplePay, GooglePay),
PayPal, PayPal Credit,
Venmo
$0.70 cents for one time
ACH, $0.35 cents for
Autopay
®
Direct Payments (Web,
IVR, Scheduled)
Ebill
Presentment
and Customer
Engagement
Credit, Debit, ACH
$3.05 Flat Fee for Credit
Cards (VISA, MasterCard,
Discover, AMEX), Debit
Cards (VISA, MasterCard,
Discover), Digital Wallets
(ApplePay, GooglePay),
PayPal, PayPal Credit,
Venmo
$0.70 cents for one time
ACH, $0.35 cents for
Autopay
Note:
The parties have agreed to the following:
A. Average Bill Amount: [$73.08 year one]
B. Maximum Amount per Payment is [$500.00]. Multiple payments may be made.
C. Minimum Monthly Commitment: 1,000 txns per month to commence following 12 month ramp up from go -live.
D. Chargebacks and returned checks will be billed at [9.95] per item.
E. Customer will Absorb the cost to process ACH Only, all others are a User Pay model
F. 2,000 monthly ECM messages (Txt, IVR or emails), $0.20 cents thereafter
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Schedule B — Client Payment Data
Forecast to be provided by Client, New ISP
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Schedule C — Professional Services
For Standard Implementation
And Custom Integration
1. Standard Implementation. The parties agree that the Services are provided on a "platform as a service" basis, and
not as a result of custom software development. Client will accept Paymentus' proposed reasonable alternatives to
achieve Client's functional objectives within the limits of the Paymentus platform. Paymentus will charge no fees related
to Standard Implementation.
1.1. Integration Approach. Standard Implementation of the Paymentus Platform may be achieved in one of two
standard ways:
1.1.1 Standalone System. Paymentus will develop one (1) file format interface with Client's billing system using
Client's existing text file format currently used to post payments to Client's billing system. Client will be
responsible for providing Paymentus with the one file format specification and will fully cooperate with
Paymentus during the development of the said interface. If Client chooses to create an automated file
integration process to download the posting file, due to Paymentus security requirements, Client will use
Paymentus specified integration process. As such, the Paymentus platform does and can function independent
of any billing system integration. A payment -posting file can be emailed or downloaded from the Paymentus
Agent Dashboard.
1.1.2 Standard Integration with Client's Billing System. Alternatively, if Client chooses to have the Paymentus
platform integrated with its billing system, Paymentus can provide standard integration services that Client can
use to integrate its billing systems with the Paymentus platform ("Standard Integration"). Promptly following the
execution of this Agreement, Paymentus will provide the standard specifications for integration to Client.
2. Custom Implementation. Upon request by Client, Paymentus can provide additional professional services to:
2.1.1 Customize the Platform to create Custom Enhancements) as clarified and agreed to in Schedule D - Statement
of Work
2.1.2 Provide Custom Integration.
3. Required Integration Points. Based on Client's use of the Platform and its respective modules selected under the
Agreement, Paymentus will require the following integration points for both Standard and Custom Integrations:
MODULE INTEGRATION POINT
One-time payment Customer Information: Text File or Real Time
Payment Posting: Text File or Real Time
Scheduled Payment Text File
E-billing for Billing Data Text File or Real-time link to billing data
Outbound Notification- Audience File Text File for customer engagement messages
4. Statement of Work. In the event that the Parties agree that Paymentus will provide professional services ("Professional
Services"), to Client in connection with Custom Enhancement(s) and or Custom Integration(s), collectively "Custom
Implementation", the Parties will enter into a Statement of Work substantially in the form attached as Schedule D which
will govern the terms of such Professional Services, including scope, initial project timelines and a process for change
orders which may be necessary to address changes in the description of the Professional Services and or the timing
and expense connected with the delivery of the Professional Services. The Parties will fully cooperate to ensure that
the requirements with respect to Enhancement(s) and or Custom Integration(s) are clarified as needed. Paymentus will
take commercially reasonable steps to deliver the Custom Implementation in accordance with the timeline provided for
in the Statement of Work.
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Confidential & Proprietary 191108.1
5. Ownership of the Work Product resulting from Custom Implementation. The Custom Implementation work product
("Work Product") created by Paymentus under the terms of this Schedule C and Schedule D shall not be considered as
"Work for Hire", and Paymentus shall own all Work Product. Client shall have no rights in or ownership of the Work
Product or any other property of Paymentus.
6. Cooperation from Client and its Vendors. Paymentus agrees to participate in meetings with Client's third party
vendors/service providers (collectively "Vendors") to provide any information or clarifications needed for such vendor to
understand the integration. Client agrees to fully cooperate with Paymentus and to cause its Vendors to fully cooperate
with Paymentus in connection with the provision of (a) Client and Vendor specifications, within thirty (30) days of the
Effective Date (b) professional services required for the integration and testing of the integration, irrespective of the
integration approach.
7. Impact of Non -Cooperation. Client acknowledges that if it does not fully cooperate and require their vendors and other
service providers to fully cooperate with Paymentus, the implementation and integration will be delayed and may result
in the commencement of charges in connection with the Minimum Monthly Commitment charges, as provided in on
Schedule A of the MSA.
8. Standard Implementation Cost Recovery. The professional services provided as part of the Standard Integration
has a fair market value of $20,000.00 ("Standard Implementation Value"). Should Client terminate the MSA prior to
Launch or fail to Launch the Service within 180 days from the Effective Date of the Agreement, for any reason (other
than Paymentus' failure to perform material terms) Paymentus may, in its sole discretion, invoice Client the Standard
Implementation Value and Client shall pay such invoice within thirty (30) days of receipt of Paymentus' final invoice for
its professional services in connection therewith.
9. Custom Implementation Rates. Paymentus will provide the professional services required for Custom Implementation,
and will charge for such professional services at blended hourly rate of [Rate in Words ($250.00] per hour. [As an
incentive to enter into this Agreement, Paymentus will provide a credit equal to Twenty Thousand Dollars ($20,000)
to be credited against balance due on invoices for professional services in connection with the Custom Implementation.]
Should Client fail to timely Launch the Services, or terminate the MSA for any reason (other than Paymentus' failure to
perform material terms) Client shall be responsible for paying all fees incurred in connection with Custom
Implementation within thirty (30) days of receipt of Paymentus' final invoice for its professional services in connection
therewith.
CLIENT HAS SELECTED THE FOLLOWING OPTION (To be checked as applicable):
Standard Implementation
Custom Implementation
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Schedule D
Form of Statement of Work
STATEMENT OF WORK No. [1 1
This Statement of Work No. issued pursuant to and in accordance with all of the terms of the Master Services Agreement
("Agreement" or "MSA") dated [March 29, 2024] between Paymentus Corporation, a Delaware Corporation with a principal
place of business located at 11605 N. Community House Road, Suite 300, Charlotte, North Carolina 28277 ("Paymentus")
and Waterloo Fiber,625 Glenwood St. I Waterloo, IA 50703 ("Client") a Iowa Municipal Entity with a principal place of
business located at 625 Glenwood St. I Waterloo, IA 50703 (collectively the "Parties") is hereby entered into between the
Parties and is effective as of the date that the last of the Parties signed this SOW as indicated below the signature line below
("SOW Effective Date"). Capitalized terms in this SOW shall have the same meanings ascribed to them in the Agreement.
In the event of a conflict between the terms of this SOW and those of the Agreement, the terms in the Agreement shall prevail
unless otherwise stated below.
1. PROJECT CONTACTS.
a. Client Authorized Representative. The Primary contact for Client ("Client Project Manager") that is responsible
for Acceptance/rejection of the project deliverables is:
NAME:
Erica Christiansen
TITLE:
Customer Support Manager
TELEPHONE NO.
(319) 291-0175 ext 3728
EMAIL ADDRESS:
erica.christiansen@waterloofiber.com
ADDRESS:
625 Glenwood St. I Waterloo, IA 50703
b. Paymentus Authorized Representative. The Primary contact for Paymentus that is responsible for the Services
to be performed under this SOW, and to receive notices from Paymentus under this SOW ("Paymentus Project
Manager"):
NAME:
Amanda Fenno
TITLE:
Manager, Mid -Market Implementations
TELEPHONE NO.
980-337-4619
EMAIL ADDRESS:
afenno@paymentus.com
ADDRESS:
13024 Ballantyne Corporate Place I Suite 400 I Charlotte, NC 28277
2. DESCRIPTION OF THE SCOPE OF SERVICES. Paymentus resources shall complete the following objectives:
Item
Detail
Amount
1.1.1. IVR: Interactive Voice Response (IVR) —
Paymentus will provide a fully integrated IVR payment
channel with customized greeting and goodbye
prompts. Paymentus supports English and Spanish.
Customer can access the IVR in multiple ways
including:
[N/C)
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191108.1
• Authenticated customer in Client -hosted IVR is
transferred and released into Paymentus IVR
with authentication data
• Customer calls toll free number directly
• Client's CSR transfers customer into IVR
1.1.2. Camvio Portal Solution: Camvio portal solution
includes the following options that integrate with
Paymentus
• AutoPay: Provides customer scheduled
payment management
• Digital Wallet: Customer can manage and save
(add/edit/delete) debit cards, credit cards, and
ACH.
1.1.3. One Time Payments — Customer Portal (CP)
single sign on (SSO) as an iframe for one-time
payments. Once the customer has made a one-time
payment, Camvio will update the customer's wallet
token via API (XOTP) and send autopay payments
through the same API. If the customer does not sign
up for autopay (exclusively on the Camvio side), then
the customer will continue to make one-time payments
through CP SSO.
1.1.4. Agent Dashboard — The Agent Dashboard is a
dynamic web -based tool that is specifically designed
and dedicated for Client to support the customer. The
Agent Dashboard can be easily deployed across the
customer service, collections and finance/treasury
teams as access is role and permissions based. It is
easily self-administered by the Client through an
intuitive online administration interface. The Agent
Dashboard provides Client's staff the ability to:
• View payments in real-time
• Accept customer payments (Manual, leveraging
customers wallet and/or with use of Secure
Service)
• Cancel payments in real time (such as
customer errors)
• Search for payments and payment attempts in
any status
• Suspend and block payment methods
• View and download standard reports including
deposits and reconciliation reports
o Robust reporting
o File management
• Manage staff access with role -based
permissions
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191108.1
• Open cases/tickets and track status through
completion
• Create and deliver, outbound IVR, text and
email message campaigns
Late payment reminders/disconnect notices
1.1.5. Account Validation for IVR and Agent
Dashboard Payments.
• Real time account lookup API Zink provided by
Camvio
1.1.6. Paymentus Remittance
• Paymentus will send a real time payment
notification to Camvio
• Paymentus will provide a daily posting file of all
payments made for that day in our standard
format. This is recommended as a back up to
the API and for posting to other systems.
Total Due
$0.00
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191108.1
3. ASSUMPTIONS: The parties recognize that the following restraints and assumptions are applied to this SOW:
3.1 Staffing issues will be resolved between Client and the Paymentus Project Managers. Both Parties will make
every reasonable effort to maintain stable project staffing for the life of the project and minimize disruption to
the project;
3.2 Client will strive to make a reasonable effort to minimize the impact of competing initiatives within the
organization that may have a negative impact to the project. If this cannot occur, then:
3.2.1 Client will define an escalation path which defines who can resolve resource allocation conflicts,
determine the priority of the conflicting work, and communicate with the affected Parties, including the Project
Managers of both Parties;
3.2.2 Paymentus will make every effort to work around any conflicting priorities. Depending on the length of
time the resource is not available and task the conflict occurs on, this could result in a delay in the project
schedule;
3.2.3 Impacts and/or changes to project resources by either party are the responsibility of that same party to
replace and provide knowledge transfer that will mitigate the risk of the resource loss.
3.3 Prompt decision -making and problem resolution will be required to achieve an on -time project completion.
It is expected that most decisions ad/r problems will be resolved within five (5) business days (or to a mutually
agreed to timeframe). Reasonable efforts will be made to meet the resource loss.
3.4 Both parties will ensure Project Team members are available for meetings, workshops, discussions and
conference calls upon request with reasonable notice. Project Team members will respond to information
requests, within a reasonable time, not to exceed five (5) business days unless agreed by the parties , in
order to minimize delays in the project.
4. RESPONSIBILITIES OF THE PARTIES. Each of the Parties will have the responsibilities set forth below:
4.1 Client Responsibilities The following must be performed by Client in order for Paymentus to perform the
Work. Client shall:
4.1.1 Establish a Project Team that contains representatives inclusive of both the business and IT resources
and that have the time, resources, and expertise to carry out their respective tasks and responsibilities;
4.1.2 Designate a Project Manager who will manage the efforts of Client's Project Team and/or staff and
coordinate activities with the Paymentus Project manager;
4.1.3 Cause Client's Project Manager or designee to participate in scheduled (e.g. weekly or as required)
status meetings with the Paymentus Project Manager;
4.1.4 Review current business practices, and consider and/or adopt new business practices as needed;
4.1.5 Provide timely responses to critical issues raised by the Paymentus Project Manager;
4.1.6 Provide requested information and complete the forms required to establish a merchant account for
funds settlement within five (5) business days of Paymentus' request;
4.1.7 Timely perform testing as required including functional testing, CIS integration testing and user
acceptance testing and promptly provide the documented test results to Paymentus;
4.1.8. Provide the URLS of CIS for both a UAT environment and production environment and whitelist IPs
as requested by Paymentus;
4.1.9 Extract data from Clients' CIS and provide Paymentus with the required data in Paymentus' Customer
Information File standard format, where CIF is used;
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191108.1
4.1.10 Take the lead in coordinating support from Client's CIS vendor and any other third -party vendor where
Client holds the primary relationship (e.g. bill print). This includes the application -programming interface
("API") and all exchanges of data. Any related fees charged by the CIS or third party vendor are the
responsibility of Client;
4.1.11 Provide access to PDFs for each individual bill, or alternatively assess to the bill print provider's API,
where Client requires a bill image display to be accessible from the Paymentus solution. Any API related
fees are the responsibility of Client;
4.1.12 Cause Client representatives to attend scheduled training sessions; and
4.1.13 Provide signoff on UAT and GO LIVE confirming Client has completed all testing activities.
4.2 Paymentus Responsibilities: Paymentus will do the following:
4.2.1.1 Maintain project communications with Client's Project Manager;
4.2.2 Manage the efforts of the Paymentus staff and coordinate Paymentus activities with Client's Project
Manager;
4.2.3 Conduct regular (e.g. weekly or as required) telephone status report conversations with the Client's
Project Manager;
4.2.4 Participate in weekly reviews with Client's project team. Participation can be waived by mutual
agreement;
4.2.5 Provide timely responses to critical issues raised by Client's Project Manager;
4.2.6 Prepare and submit a status report that includes activities planned for the current month and an update
to both the Project Schedule and the action item list;
4.2.7 Resolve deviations from the Project Schedule;
4.2.8 Monitor the project to ensure that support resources are available as scheduled;
4.2.9 Coordinate and perform the configuration of the Paymentus solution;
4.2.10 Provide Client with one (1) production and one (1) UAT (User Acceptance Testing) environment;
4.2.11 Establish a SFTP site for file transfer, where applicable; and
4.2.12 Train Client representatives on the Paymentus solution.
5. COMPENSATION AND PAYMENT TERMS FOR IMPLEMENTATION SERVICES:
5.1 Compensation. The rates for Professional Services in connection with this SOW shall be charged at a blended rate of
$250.00 per hour and the project is estimated to cost a total of [$ 20,000] ("SOW Fees"). [Client will receive a credit to be
applied towards the final payment for Implementation Fees in the amount of $20,000.00 ("SOW Credit"). To the extent that
there is an SOW Credit remaining upon the completion of the work required to be performed under this SOW ("Work"), such
SOW Credit shall expire, as it is the intent of the parties that it only apply to this SOW].
5.2 Payment Terms. Client shall invoiced for 50% (fifty percent) of the SOW Fees upon execution of this SOW. The
balance of the SOW Fees, less the SOW Credit (plus any additional amounts agreed to be paid under the Change
Management Process described in Section 5 below) shall be invoiced by Paymentus upon Acceptance of the completed
Work, and shall be due thirty (30) days following the invoice date.
6. CHANGE MANAGEMENT. Either Party may desire to change the scope of the Services following execution of an SOW.
If so, the Party will submit a written change order request in the form of Exhibit A-1 to the other Party describing such change
in appropriate detail (a "Change Order Request"). At that time one of the following will occur:
6.1 No material changes in cost or delivery dates. If the Work described on a Change Order Request does not require
either Party to incur any additional material costs or expenses and will not cause a delay in the delivery of the Work, then
the Parties will sign the Change Order Request accepting the modification to the description of the Work within ten (10)
business days of the Party's receipt of the Change Order Request, and the resulting document which has been signed by
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191108.1
the authorized representative of each of the Parties shall then become a "Change Order" which acts as an enforceable
modification of this SOW.
6.2 Delivery of an estimate of impact if Costs or Delivery Dates will be impacted. If the requested changes described
on a Change Order Request will result in additional material costs or expenses, or will impact the delivery dates for the
Deliverables or completion of the Work, then Paymentus shall in good faith provide Client with a written, high-level, non-
binding assessment of such costs, expenses and the time that will be required to perform the modifications required by the
Change Order ("Estimate" or "Proposed Change Order"), which Estimate shall be delivered within ten (10) days of
Paymentus' receipt of the Change Order Request. Client will notify Paymentus within ten (10) days of receipt of the Estimate
whether Client desires to proceed, and if so, Client will document this decision by signing the Proposed Change Order which
shall be in the form of Exhibit A-1 to this SOW. Paymentus' implementation of a Change Order shall not delay the
performance of Services and/or the delivery of Deliverables not reasonably affected by the Change Order Request.
7. ACCEPTANCE OF WORK.
Upon completion of the Work, Paymentus will notify Client ("Completion Notice") that Client can commence acceptance
testing to verify that the relevant Work complies with the Work description and specifications set forth or referenced in this
Statement of Work. Client shall test the Work and shall provide written notice to the Paymentus Project Manager within ten
(10) business days of the date of the "Completion Notice" ("Testing Period") either that (i) Client has accepted the Work
("Acceptance"), or (ii) that Client has identified defects or bugs in the Work that need to be corrected ("Correction Notice").
Following Paymentus' receipt of a Correction Notice, the Parties will promptly work together to correct all identified defects
in the Work, including having the Client demonstrate the defect to Paymentus upon request. Once the identified defects in
the Work have been corrected, Paymentus will issue a second Completion Notice to Client and above process shall be
repeated until the Work is Accepted. If no notice is provided by Client following the applicable Testing Period, the Work shall
be deemed to be accepted.
8. TERM OF THIS SOW: The term of this SOW shall begin on the SOW Effective Date and shall continue through
Acceptance of the Services and Paymentus' receipt of final payment. This SOW shall not be amended except though a fully
executed Change Order pursuant to Section 6 above.
9. LOCATION OF PERFORMANCE OF THE WORK. Paymentus will perform the Work remotely.
10. ESCALATION APPROACH FOR DISPUTES UNDER THIS SOW. In the event there is a dispute by the Parties in
connection with the Work, or one of the parties believes that the other party is not cooperating in a timely manner in
connection with this SOW (either a "Dispute"); the Parties agree to take the following steps:
10.1 Process for Escalations:
10.1.1 Escalation Level 1. The complaining party must first address the issue by having a meeting within two (2)
business days of request by either party between the representatives of each of the parties identified as Escalation
Level 1 below;
10.1.2 Escalation Level 2. If the Dispute is not resolved to the reasonable satisfaction of the complaining party as
the result of Escalation Level 1, then such party may request a meeting within two (2) more business days, which
meeting shall be attended by the representatives of each Party identified as Escalation Level 2 below.
10.1.3 Escalation Level 3. Finally, if either party believes that the Dispute has still failed to be properly resolved
upon the completion of Escalation Level 2, such Party may request a meeting with the representatives of each the
Parties identified in the below Escalation Chart as Escalation Level 3 below. At the conclusion of the third meeting,
if the Dispute has not been resolved and the complaining Party believes that it results in a material breach, then the
complaining Party must give notice of material breach as required by the terms of the MSA.
10.2 Escalation Participants. The designees for each of the Parties that will participate in the above -described
escalation process are as follows:
Paymentus:
Escalation Level 1 Escalation Level 2 Escalation Level 3
<Insert Name> Pantelis Mamouzellos Lori Hogg
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Project Manager Senior Manager, Client Services Vice President, Customer
Success
Email: <Insert Email> Email:pmamouzellos(a�paymentus.c
om Email: Ihogg@paymentus.com
Phone: <Insert Phone>
Client:
Escalation Level 1
Phone: 980-206-9091
Escalation Level 2 Escalation Level 3
<Insert Name> <Insert Name> <Insert Name>
<Insert Title> <Insert Title> <Insert Title>
Email: <Insert Email> <Insert Email> <Insert Email>
Phone: <Insert Phone> <Insert Phone> <Insert Phone>
IN WITHESS WHEREOF, the parties have caused this Statement of Work to be executed by their duly authorized
representatives as of the last of the signature dates below.
CLIENT: PAYMENTUS CORPORATION:
By:r; c- l___ c. 2 51 �
By:
Name: Eric Lage Name:
Title: General Manager Title:
Date:
5/9/2024 Date:
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EXHIBIT A-1- TO STATEMENT OF WORK: FORM OF CHANGE ORDERS
THIS Change Order ("Change Order No. _") is entered into and made effective as of , 2022 (the "Change
Order Effective Date") and is an amendment of the parties' Statement of Work dated (the "SOW") under the
Master Services Agreement dated (the "Agreement"), by and between ("Client") and
Paymentus Corporation, a Delaware corporation.
As per the Agreement, any change to the SOW must be agreed to, in writing, by both parties, and the parties agree as
follows:
• The description of the requested change;
• The impact, if any, on the existing Services and Deliverables (if any);
• Estimated impact, if any, on project schedule; and
• Estimated change, if any, in the pricing and payment schedule.
Paymentus will not perform any Services outside of the SOW until this Change Order No. _ has been signed by both
parties.
Change Order Description
•
Impact, if any, on existing Services and Deliverables
•
Impact, if any, on existing Project Schedule
•
Change Order Pricing and Payment Schedule
•
In the event the terms of this Change Order No. _ are contrary to the terms of the SOW or Agreement, the terms of this
Change Order No. _ shall control with respect to the matters herein. Except as specifically amended hereby, all provisions
of the Agreement and SOW shall remain in full force and effect.
IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Change Order No.
as of the last date set out below.
[NAME OF CLIENT]: PAYMENTUS CORPORATION:
By: By:
Name: Name:
Title: Title:
Date:
Date:
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