HomeMy WebLinkAbout22- Professional Services Agreement - Invoice Cloud Inc - Utility Billing Software
Biller Agreement
Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
P a g e | 1
1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form
incorporating this Agreement, Invoice Cloud hereby grants Biller a non-exclusive, non-transferable, worldwide
right to use the Service described on the Biller Order Form until termination as provided herein, solely for the
following purposes, and specifically to bill and receive payment from Biller’s own customers, for Services that
are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud
and its licensors.
Biller will provide to Invoice Cloud all Biller Data generated for Biller’s Customers. Unless otherwise expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will process all of Biller’s Customers’
Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data
transmission according to our formats and procedures for each electronic payment type selected in the Biller
Order Form. In addition, Biller will execute all third-party applications and enter into all agreements required for
the Service without unreasonable delay, including without limitation Payment Processing Agreements and
merchant agreements that may be required upon implementation, or later at such time as the Service operates with
different or multiple payment processors. Throughout the Term of this Agreement, for “Invoice Types” listed on
the Biller Order Form (e.g., real estate taxes, utility bills, parking tickets, insurance premium, loans, etc.), Biller
will not use the credit card processing, ACH or check processing of any bank, payment processor, entity, or
person, other than Invoice Cloud via electronic data transmission or the authorization for processing of Biller’s Customers’ Payment Instrument Transactions, for each electronic payment method selected in the Biller Order
Form.
Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit
or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the
Service; (iii) recreate, "frame" or "mirror" any portion of the Service on any other server or wireless or Internet-
based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the
Service.
2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at
http://www.invoicecloud.com/privacy.html. Invoice Cloud reserves the right to modify its privacy and security
policies in its reasonable discretion from time to time which modification shall not materially adversely impact
such policies. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI)
standards and Cardholder Information Security standards.
3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course
of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy, quality,
integrity, legality, and reliability of, and obtaining the intellectual property rights to use and process all Customer
Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a file of the Customer
Data (to the extent that Invoice Cloud is permitted to provide pursuant to applicable law and PCI-DSS standards),
within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so
requests at the time of termination. Invoice Cloud will retain Customer Data for a period from its creation for the
time frame that is listed in the Biller Order under “Data Retention”, and reserves the right to remove and/or delete
remaining Customer Data no less than 60 days after termination or expiration except as prohibited by applicable
law or in the event of exigent circumstances.
4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or
otherwise have access to Customer Data that the Biller’s customers consider confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Invoice Cloud’s own
Confidential Information, using at least as great a degree of care as it uses to maintain the confidentiality of its
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Agreement
Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
P a g e | 2
own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud agrees to promptly notify Biller if there is a misuse or misappropriation of Biller’s confidential information.
Invoice Cloud will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer
Data to third parties, except as permitted under this Agreement or required to perform the Service or otherwise
required by applicable law.
Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related
Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any
enhancement requests, feedback, integration components, suggestions, ideas, and application programming
interfaces, recommendations or other information provide by Biller or any other party relating to the Service. In
the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not
fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws
or are deemed to be owned by Invoice Cloud, Biller hereby irrevocably, expressly and automatically assigns all
right, title and interest worldwide in and to such intellectual property rights to Invoice Cloud. The Invoice Cloud
name, the Invoice Cloud logo, and the product names associated with the Service are trademarks of Invoice Cloud
or third parties, and no right or license is granted to use them.
Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be
furnished with or otherwise have access to information that Invoice Cloud considers to be confidential including
but not limited to Invoice Cloud Technology, the Agreement, customer and/or prospective customer information,
product features and plans, the marketing/sales collateral, pricing and financial information of the parties which
are hereby deemed to be Invoice Cloud Confidential Information, or any other information that by its very nature
constitutes information of a type that any reasonable business person would conclude was intended by Invoice
Cloud to be treated as proprietary, confidential, or private (the “Confidential Information”). Biller agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud’s
rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own
confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish,
disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties
(and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized
in this Agreement or otherwise required by applicable law.
5. Billing. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are
exclusive of all taxes, levies, or duties imposed by taxing authorities. Invoice Cloud may assess and/or collect
such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or
duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment
obligations are either auto debited from the Biller Bank Account or payable on receipt of invoice from Invoice
Cloud, and are non-cancellable, and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller’s bill or payment
is incorrect, Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date,
or the date of payment, with respect to the amount in question to be eligible to receive an adjustment or credit;
otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to modify pricing with respect
to applicable fees to be paid under this Agreement, at any time upon thirty days written notice to Biller: a) based
on increases incurred by Invoice Cloud on Network Fees from credit card processers, bank card issuers, payment
associations, ACH and check processers; or b) if, during the Term, the average credit card payment processed by
Invoice Cloud for any three (3) consecutive month period exceeds 110% of the Average Credit Card Transaction
$ specified on the corresponding Invoice Parameter Sheet(s), to the extent that Invoice Cloud incurs increases in
Network Fees. Invoice Cloud, on at least 30 days written notice to Biller, may also increase any or all fees
referenced in the Biller Order Form (including any Invoice Parameter Sheets), by no more than the greater of CPI
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Agreement
Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
P a g e | 3
for the preceding period or 5%, provided, however, that such increase may not apply during the first year after
the execution date of the Biller Order Form and may not occur more than once per year thereafter.
6. Term and Termination. The initial term of this Agreement shall commence as of the execution date of the
Biller Order Form and continue for a period of five (5) years after the Go Live Date (“Initial Term”), and will
automatically renew for each of additional successive three (3) year terms (“Renewal Term”) unless terminated
as set forth herein. “Term” as used herein shall mean the Initial Term and any Renewal Term. This Agreement
may be terminated by either party effective at the end of the Initial Term or any Renewal Term by such party
providing written notice to the other party of its intent not to renew no less than ninety (90) days prior to the
expiration of the then-current term. Additionally, this Agreement may be terminated by either party with cause in
the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured
for a period of 30 days following receipt of written notice by the breaching party. Upon any early termination of
this Agreement by Invoice Cloud as a result of breach, Biller shall remain liable for all fees and charges incurred,
and all periodic fees owed through the end of the calendar month following the effective date of termination.
Upon any termination or expiration of this Agreement, Biller’s password and access will be disabled and Biller will be obligated to pay the balance due on Biller’s account. Biller agrees that Invoice Cloud may charge such
unpaid fees to Biller’s Debit Account or credit card or otherwise invoice Biller for such unpaid fees.
7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority
to enter into this Agreement. Invoice Cloud warrants that the Service will materially perform the functions that
the Biller has selected on the Biller Order Form and the Statement of Work, attached hereto and incorporated
herein by reference (the “Statement of Work”), under normal use and circumstances, and that Invoice Cloud shall
use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the
operation of the Service; provided, that the Biller shall maintain immediately accessible backups of the Customer
Data (to the extent that Biller is permitted pursuant to applicable law and PCI-DSS standards). In addition, Invoice
Cloud will, at its own expense, as the sole and exclusive remedy with respect to performance of the Service,
correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions
of Invoice Cloud’s processing systems.
8. Limited Warranty. EXCEPT AS PROVIDED IN SECTION 7, THE SERVICE AND ALL CONTENT AND
TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY
DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD
AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND
PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE
WILL BE UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER
HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT EXPERIENCE
DELAYS IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH
RESPECT TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other
problems inherent in the use of the internet and electronic communications. Invoice cloud is not responsible for
any delays, delivery failures, or other damage resulting from such problems.
9. Biller’s Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into
this Agreement. Biller is responsible for all activity occurring under Biller’s accounts and shall abide by all
applicable laws, and regulations in connection with Biller’s and/or its customers’ and/or any payers’ use of the
Service, including those related to data privacy, communications, export or import of data and the transmission
of technical, personal or other data. Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Biller’s billing information is correct. Biller
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Agreement
Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
P a g e | 4
shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other
known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or
distribution of Content that is known or suspected to be unauthorized by Biller or Biller’s Users; and (iii) obtain consent from Biller’s customers and payers to receive notifications and invoices from Invoice Cloud. Invoice
Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processors,
ACH, bank and other related circumstances. Biller agrees and acknowledges that in the event that Biller has access
to, receives from, creates, or receives protected health information, or Biller has access to, creates, receives,
maintains or transmits on behalf of electronic protected health information (as those terms are defined under the
privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and Subtitle D of the Health Information Technology for Economic and Clinical Health Act
provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”), during the performance under
this Agreement, it will comply with all such law, regulations and rules related thereto.
Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of
payment for services and adjustment of Transactions. Biller is also required to disclose all refund, return and cancellation policies to Invoice Cloud and any applicable payment processors and Biller’s Customers, as
requested. Any change in a return/cancellation policy must be submitted to Invoice Cloud, in writing, not less
than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment,
or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver
to Invoice Cloud Transaction Data reflecting such refund/adjustment within 2 days of resolution of the request
resulting in such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as
the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor may Biller give
cash/check refunds to a Customer in connection with a Transaction previously processed by credit card, debit
card, ACH, or other electronic payment method, unless required by applicable law. Biller shall cooperate with
Invoice Cloud to effect a timely Implementation by Biller allocating sufficient and properly trained personnel to
support the implementation process and fully cooperating with Invoice Cloud and by securing the cooperation of
Biller’s software and service providers and providing to Invoice Cloud the information required to integrate with Biller’s billing, CIS and other applicable systems.
10. Indemnification. Invoice Cloud shall indemnify and hold Biller and Biller’s employees, attorneys, and
agents, harmless from any losses, liabilities, and damages (including, without limitation, Biller’s costs, and
reasonable attorneys’ fees) arising out of: (i) failure by Invoice Cloud to implement commercially reasonable
measures against the theft of Customer Data; (ii) its total failure to deliver funds processed by Invoice Cloud as
required hereunder (which relates to payments due from Invoice Cloud for Transaction data); or (iii) the negligent,
reckless, or intentional misconduct of Invoice Cloud or its agents. This indemnification does not apply to any claim or complaint relating to Biller’s failure to resolve a payment dispute concerning debts owed to Biller or
Biller’s negligence or willful misconduct or violation of any applicable agreement or law.
The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-
law or statutory rights of the Biller as indemnitee(s) which would otherwise exist as to such indemnitee(s).
Invoice Cloud’s indemnity under this Section must be without regard to and without any right to contribution
from any insurance maintained by Biller.
Should the Biller be required to bring an action against Invoice Cloud to assert its right to defense or
indemnification under this Agreement or under Invoice Cloud’s applicable insurance policies required below, the
Biller must be entitled to recover reasonable costs and attorney fees incurred in asserting its right to
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Agreement
Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
P a g e | 5
indemnification or defense but only if a court of competent jurisdiction determines Invoice Cloud was obligated
to defend the claim(s) or was obligated to indemnify the Biller for a claim(s) or any portion(s) thereof.
In the event of an action filed against the Biller resulting from the Biller’s performance under this Agreement,
the Biller may elect to represent itself and incur all costs and expenses of suit.
Invoice Cloud also waives any and all claims and recourse against the Biller, including the right of contribution
for loss or damage to person or property arising from, growing out of, or in any way connected with or incident
to the performance of this Agreement except “responsibility for [Biller’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA.
These obligations must survive termination of this Agreement and the services performed hereunder.
11. Fees.
Invoice Cloud will charge the Biller and/or payer, payment transaction and other fees as provide in the Biller
Order Form. In addition, Invoice Cloud will charge the fees set forth on the Biller Order Form for the initial
platform setup, configuration, implementation and integration with Biller system(s) of its standard Service as set
forth in the Statement of Work (the “Implementation”). Invoice Cloud reserves the right to also charge for changes
and additions to the Implementation, and for any requests by Biller following the implementation which are
agreed in writing by the parties, including without limitation for the following services, at its then standard rates:
• Custom development and features which are not stated in the Statement of Work and Biller Order Form,
and change requests and modifications to existing platform functionality not stated in the Statement of
Work and Biller Order Form;
• Additional integrations or integration modifications after the Go Live Date that are not provided for in the
Biller Order Form or Statement of Work;
• Changes to bill presentment (web and PDF templates), billing system integrations, and other Service
components coded or configured to Biller’s specifications after Biller has signed off on the relevant
specification or Service is live;
• Custom data extracts and file requests that are not part of the Implementation signed off on by both
parties; and
• Data conversion not listed in the Statement of Work, or repetitive re-loading of data due to Biller error.
12. Limitation of Liability. INVOICE CLOUD’S AGGREGATE LIABILITY SHALL BE UP TO AND NOT
EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO DAMAGES CAUSED BY INJURY TO
PERSONS OR TANGIBLE PROPERTY BY INVOICE CLOUD, OR ARISING FROM ANY INVOICE
CLOUD INDEMNIFICATION UNDER THIS AGREEMENT, INVOICE CLOUD’S AGGREGATE
LIABILITY SHALL BE UP TO AND NOT EXCEED THE GREATER OF: (A) AMOUNTS ACTUALLY
PAID BY AND/OR DUE FROM BILLER IN THE TWENTY-FOUR (24) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO THE CLAIM TRIGGERING INVOICE CLOUD’S LIABILITY;
OR (B) THE TOTAL SUM PAID ON BEHALF OF OR TO INVOICE CLOUD BY INVOICE CLOUD'S
INSURERS IN SETTLEMENT OR SATISFACTION OF THE CLAIM GIVING RISE TO INVOICE CLOUD’S LIABILITY UNDER THE TERMS AND CONDITIONS OF INVOICE CLOUD'S INSURANCE
POLICIES APPLICABLE THERETO. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS
BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Agreement
Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
P a g e | 6
CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC
ADVANTAGE) DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE,
EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S
LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain
states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental,
consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller.
13. Export Control. The Biller agrees to comply with United States export controls administered by the U.S.
Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other
U.S. agencies.
14. Notice. Either party may give notice by electronic mail to the other party’s email address (for Biller, that
address on record on the Biller Order Form) or by written communication sent by first class mail or pre-paid post
to the other party’s address on record in Invoice Cloud’s account information for Biller, and for Invoice Cloud,
to Invoice Cloud, Inc., 30 Braintree Hill Office Park, Suite 101, Braintree, MA 02184 Attention: Client Services
or helpdesk@invoicecloud.com. Such notice shall be deemed to have been given upon the expiration of 48 hours
after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).
15. Assignment. This Agreement may not be assigned by either party without the prior written approval of the
other party, but may be assigned without such party’s consent to (i) a parent or subsidiary, (ii) an acquirer of
assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
16. Insurance.
Invoice Cloud agrees to maintain in full force and effect during the Term of the Agreement, at its own cost, the
following coverages:
a. Commercial General or Business Liability Insurance with minimum combined single limits of One
Million ($1,000,000) each occurrence and Two Million ($2,000,000) general aggregate.
b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each
occurrence and Five Million ($5,000,000) general aggregate.
c. Automobile Liability Insurance with minimum combined single limits for bodily injury and property
damage of not less than One Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud’s owned, hired or non-owned vehicles assigned to or used in performance of the Services.
d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at
least One Million Five Hundred Thousand Dollars ($1,500,000) per claim and in the aggregate.
17. Immigration Laws. Invoice Cloud represents and warrants that it has complied and will comply with all
applicable immigration laws with respect to the personnel assigned to the Biller.
18. Beta Products. Biller presently declines to utilize any Beta Products associated with the delivery of Services
contemplated in this Agreement. The parties agree that Invoice Cloud shall not include Beta Products in the
delivery of any Service provided to Biller unless separately agreed to by the parties, in writing. In the event that
there is any functionality later added by such separate agreement and labelled “Beta” on the Biller Order Form,
such functionality is provided “AS IS” WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY
DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Agreement
Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
P a g e | 7
AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD’S AGGREGATE LIABILITY
WITH RESPECT TO SUCH FUNCTIONALITY SHALL BE UP TO AND NOT EXCEED $10.
19. General.
a. Entire Agreement. This Agreement, together with any other documents incorporated herein by
reference and all related Exhibits constitutes the sole and entire agreement of the Parties with respect
to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings,
agreements, and representations and warranties, both written and oral, with respect to such subject
matter. In the event of any inconsistency between the statements made in the body of this Agreement,
the related Exhibits, and any other documents incorporated herein by reference, the following order of
precedence governs: 1) this Agreement, excluding its Exhibits; 2) the Exhibits to this Agreement as
of the Effective Date; and 3) any other documents incorporated herein by reference.
b. Permits. Invoice Cloud must provide all notices, comply with all applicable laws, ordinances, rules,
and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license
as applicable, and inspections from applicable governmental authorities, and pay all fees and charges
in connection therewith.
c. Laws and Regulations. Invoice Cloud must comply fully with all applicable state and federal laws,
regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws,
all environmental laws including, but not limited to, the generation and disposal of hazardous waste,
the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the
Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and
electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action,
and utilization of minority and small business statutes and regulations.
d. Nondiscrimination and Equal Pay. Invoice Cloud agrees that all hiring by Invoice Cloud of persons
performing this Agreement must be on the basis of merit and qualifications. Invoice Cloud will have
a policy to provide equal employment opportunity in accordance with all applicable state and federal
anti-discrimination laws, regulations, and contracts. Invoice Cloud will not refuse employment to a
person, bar a person from employment, or discriminate against a person in compensation or in a term,
condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age,
marital status, national origin, actual or perceived sexual orientation, gender identity, physical or
mental disability, except when the reasonable demands of the position require an age, physical or
mental disability, marital status or sex distinction. Invoice Cloud must be subject to and comply with
Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations
promulgated thereunder.
Invoice Cloud represents it is, and for the term of this Agreement will be, in compliance with the
requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act).
Invoice Cloud must report to the Biller any violations of the Montana Equal Pay Act that Invoice
Cloud has been found guilty of within 60 days of such finding for violations occurring during the term
of this Agreement.
Except as set forth in Section 15 above, Invoice Cloud agrees that it will not delegate, subcontract, or
assign all or any portion of this agreement to a third party (“subcontractor”) without prior written
consent of Biller.
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Agreement
Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
P a g e | 8
e. Force Majeure. In no event must a Party to this Agreement be liable to another Party, or be deemed to
have breached this Agreement, for any failure or delay in performing its obligations under this
Agreement, if and to the extent such failure or delay is caused by any circumstances beyond one Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion,
war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other
industrial disturbances, or passage of law or any action taken by a governmental or public authority,
including imposing an embargo (“Force Majeure Event”); provided, however, that under no
circumstance will a Force Majeure Event excuse an obligation of the Party invoking Force Majeure
under this Section to make payments when due under this Agreement.
f. Modification and Assignability. This Agreement may not be enlarged, modified or altered except by
written agreement signed by both parties hereto. Except as set forth in Section 15 above, Invoice
Cloud may not subcontract or assign Invoice Cloud’s rights, including the right to compensation or
duties arising hereunder, without the prior written consent of the Biller. Any subcontractor or assignee
will be bound by all of the terms and conditions of this Agreement.
g. Reports/Accountability/Public Information. Invoice Cloud agrees to develop and/or provide
documentation as requested by the Biller demonstrating Invoice Cloud’s compliance with the
requirements of this Agreement. Invoice Cloud must allow the Biller, its auditors, and other persons
authorized by the Biller, at Biller’s expense, to inspect and copy its books and records for the purpose
of verifying that the reimbursement of monies distributed to Invoice Cloud pursuant to this Agreement
was used in compliance with this Agreement and all applicable provisions of federal, state, and local
law. Invoice Cloud must not issue any public statements, releases or information for public
dissemination pertaining to this Agreement without prior approval of the Biller. Biller agrees that
Invoice Cloud can disclose the fact that Biller is a paying customer and the version of the Service that
Biller is using.
h. Non-Waiver. A waiver by either Party of any default or breach by the other Party of any terms or
conditions of this Agreement does not limit the other Party’s right to enforce such term or conditions
or to pursue any available legal or equitable rights in the event of any subsequent default or breach.
i. Attorney’s Fees and Costs. Subject to the limitations of Section 12 above, in the event it becomes
necessary for either Party to retain an attorney to enforce any of the terms or conditions of this
Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice
must be entitled to reasonable attorney's fees and costs.
j. Employee Withholdings. Invoice Cloud is obligated to makeall appropriate employee withholdings
with respect to its employees.
k. Dispute Resolution.
i. Any claim, controversy, or dispute between the Parties, their agents, employees, or representatives
must be resolved first by negotiation between senior-level personnel from each Party duly
authorized to execute settlement agreements. Upon mutual agreement of the Parties, the Parties
may invite an independent, disinterested mediator to assist in the negotiated settlement discussions.
ii. If the Parties are unable to resolve the dispute within thirty (30) days from the date the dispute was
first raised, then such dispute may only be resolved in a court of competent jurisdiction.
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Agreement
Biller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
P a g e | 9
l. Survival. Invoice Cloud’s indemnification must survive the termination or expiration of this
Agreement for the maximum period allowed under applicable law. Additionally, Sections 4, 6, 10, 12,
14, and 18 shall survive the termination or expiration of this Agreement.
m. Headings. The headings used in this Agreement are for convenience only and are not be construed as
a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer.
n. Severability. If any portion of this Agreement is held to be void or unenforceable, the balance thereof
must continue in effect.
o. Applicable Law. The Parties agree that this Agreement is governed in all respects by the laws of the
State of Montana.
p. Binding Effect. This Agreement is binding upon and inures to the benefit of the heirs, legal
representatives, successors, and assigns of the Parties.
q. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the Parties, does not
constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third-party.
r. Integration. This Agreement and all exhibits attached hereto, together with any other documents
incorporated herein by reference, constitute the entire agreement of the Parties. Covenants or
representations not contained herein or made a part thereof by reference, are not binding upon the
Parties. There are no understandings between the Parties other than as set forth in this Agreement. All
communications, either verbal or written, made prior to the date of this Agreement are hereby
abrogated and withdrawn unless specifically made a part of this Agreement by reference.
s. Counterparts. This Agreement may be executed in counterparts, which together constitute one
instrument.
t. Consent to Electronic Signatures. The Parties have consented to execute this Agreement electronically
in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1,
MCA.
u. Independent Contractor Status. No joint venture, partnership, employment, or agency relationship
exists between Biller and Invoice Cloud as a result of this Agreement or use of the Service.
v. Incorporation by Reference. The following exhibits, documents, and terms and conditions are hereby
incorporated herein and made a part hereof by this reference: (i) the Biller Order Form, (ii) the
Statement of Work, and (iii) the Biller Terms and Conditions available at
www.invoicecloud.com/biller-terms-and-conditions (the “Biller T+C”).
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 1
Invoice Cloud
Statement of Work
City of Bozeman
Overview
The Invoice Cloud (IC) suite of services (The Service) will give the City of Bozeman (Biller) and its customers the ability
to accept online payments for invoiced and non-invoiced items. The Service will allow the City of Bozeman to offer
online payment processing in a securely hosted real-time environment. Customers will be able to locate, view and
print bills or invoices and payment records online and pay using credit cards, debit cards, and electronic checks.
Definitions:
1. Biller – Merchant / City of Bozeman
2. Payer – Client customer, resident, person paying a bill or invoice
3. EBPP – Electronic Bill Presentment & Payment
4. Bill – Bill and Invoice are used synonymously throughout this document
5. RTDR - Real-Time Data Refresh – collects and aggregates the data as soon as a user accesses a specific
function
6. NTDR – Near-Time Data Refresh – integration that happens periodically; the data is collected immediately
but it is not aggregated until later – data can be processed every day, every hour or even every few minutes
1. Security and Industry Compliance
Invoice Cloud maintains full compliance with current applicable Payment Card Industry (PCI) standards,
Cardholder Information Security Program (CISP) regulations and National Automated Clearinghouse Association
(NACHA) rules and guidelines. Invoice Cloud will abide by such guidelines for the security of all cardholder data
that Invoice Cloud possesses.
a. PCI - Invoice Cloud will provide compliant storage of Biller’s customer payment information that is
certified by Visa/MasterCard. Data security measures are addressed during collection and transmission
via SSL with our patent pending encryption technology. All confidential information will be treated in
accordance with the PCI standards.
b. Software as a Service (SaaS) Architecture – All Biller customer financial and payment information and
the invoice presentment and payment processing application is housed offsite from Biller.
c. Browser Compatibility - Invoice Cloud supports the most current version of the industry’s most
common browsers.
2. Data Integration
Invoice Cloud does maintain an integration with CentralSquare Technologies. The integration for the City of
Bozeman will include the functionality found in Appendix B.
3. Payer Portal
The Payer Portal is an electronic bill presentment and online payment portal where a Biller’s customer (Payer)
can view a bill and then proceed, within the same user interface, to make an online payment.
a. Invoice Cloud will present bills electronically through a payer portal that is branded for Biller or via an
email notification, if the Payer provides an email address.
b. The electronic invoice presentment will simulate the paper invoice Biller uses and will be available in
PDF and/or html format.
c. The Service may provide the Payer the option of making a payment via credit card (Visa, MasterCard,
American Express and Discover) or electronic check (also referred to as ACH, e-check, EFT).
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 2
d. The Service provides the Payer a one-time online payment option without registration, and the
capability to register to access Payer’s account history, schedule a payment, or set up AutoPay
payments.
e. A Payer will have the ability to choose their payment date (also known as scheduled payments).
f. The system will accept partial, full, or overpayments as defined by the Biller.
g. The Payer will register with the Service using the authentication method designated by Biller.
h. Linking Accounts - After registering with the Service, the Payer will be able to login into their account(s).
If the Payer has multiple accounts and uses the same authentication information for all accounts, the
Payer will be able to link their account and view from a single registration. The Payer will then have
the option to choose which account they would like to pay or view in further detail.
i. The Payer will receive an email confirmation of payment after any payment process.
j. The Payer will have the ability to search and access historical bills once they register with the Service.
The Service will store twenty-four (24) months of rolling history from the point of Biller’s first invoice
file upload to the Service. This includes invoice history and account history.
k. Biller has the option of allowing the Payer to pay via different payment methods which include online,
IVR, IC Biller Portal, Pay by Text, CloudCSRConnect and CloudPOSConnect.
l. Payers who have scheduled a payment or registered for AutoPay will receive email notification from
the Service of pending payments.
m. The Service includes shopping cart functionality.
n. The Service will allow the Payer the option to elect paperless billing.
o. A Payer registered for paperless billing will be automatically placed back on paper billing if their email
address is undeliverable; notification of the Payer’s undeliverable email address will be sent to Biller
via email.
p. The Service complies with Federal E-Signature Act for paperless billing and AutoPay by providing a
system in which a Payer must confirm enrollment in paperless billing and/or AutoPay by responding to
an email sent after the Payer registers for paperless billing and/or AutoPay through online self-service.
4. Biller Portal
The Biller Portal is an administrative portal where Biller staff will have access to reporting, search customers,
search invoices, search payments, initiate payments or credits, login as a Payer, modify email templates, etc.
a. Biller can log in as the Payer on either the Biller or Payer Portal and make a payment on behalf of the
Payer. There is an audit trail for who made the payment, and the source of every payment (CSR, Pay
by Text, AutoPay, Web, IVR, etc.).
b. Biller will have the capability of blocking future payments by specific Payer and payment method type
(i.e. Credit Card or E-Check (ACH).
c. Permissions – The Biller Portal includes a table of role based permissions, determined by the Biller’s
System Administrator. Each permission is applied to a user ID on an individual basis to maximize
flexibility. The system administrator can allow or disallow access to functions such as viewing data,
creating reports, resending email notices, processing payments, credits or refunds, editing email
templates and more. Since it is controlled by Biller administrator, changes can be made quickly on an
as needed basis.
d. Administrative Email Notifications - Biller may set up the system to send several administrative
notifications and request system notifications be sent to multiple staff members. This allows different
departments to get the information they need in a timely manner. The notifications include:
• ACH Reject Notifications
• Batch Close Notifications
• Daily Management Report
• File Processing Notifications
• Month End Billing Invoice
• Paperless Customer Email Bounce Daily Report
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 3
• Request System Notifications (this is the ticketing system available in the Invoice Cloud payer
portal).
• Status Notifications (notifications of planned outages, new features, etc.)
e. Biller Controlled Configuration Options – The Biller Portal includes several Biller controlled
configurable options to customize the way payments and customer accounts are handled. The Biller
will be able to configure for:
• allowing Auto-Pay and scheduled payments
• allowing customers to update their phone or mailing address through the payer portal
• allowing customers to pay less than, or more than the balance due based on receivable type
• updating Refund Policy description
• updating customer service phone number
5. Biller Portal - Reporting
Biller can access a selection of pre-configured reports. Biller can request reports for daily, monthly, or date
range activity. Most reports can be exported to excel files or scheduled for download as a custom report, as
indicated by asterisk (*) in the report name. All stored payment data is truncated, and this is reflected in all
reports.
a. Reports:
b. Search Customers*
c. Search Invoices
d. Search Payment Transactions*
e. Monthly Summary
f. Registration Report*
g. Autopay Report*
h. Paperless Report*
i. Data Synchronization History
j. EFT/ACH Rejects*
k. View Scheduled Payments*
l. Invoice File History
m. Import Errors
n. Daily Payments Received*
o. Total Outstanding Invoices
p. Email Notification Summary
q. Email Statistics
r. Email Tracking
s. Bounced Email Report
• Email Statistics
• Email Tracking
• Bounced Email Report
6. Payer Email Notifications
Invoice Cloud provides a set of customizable email notification templates for each invoice type that are delivered
for numerous events surrounding electronic invoice presentment and payment activity. Email notifications may
be customized through the Biller Portal using a Word style editor and options to insert secure hyperlinks to
website, links to electronic documents such as newsletter or bill inserts, and/or variable fields selected from the
Biller’s data file.
a. Three (3) email notifications can be scheduled. The first notification is based on the number of days
from the invoice due date. Second and third notifications will only be sent to Payers with an
outstanding balance, not those with a scheduled payment, or Payers who have signed up for Auto-Pay.
b. At the discretion of Biller, Payer email notifications can be delivered for each of the following events.
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 4
• First Invoice Email Notification
• Second Invoice Email Notification
• Third Invoice Email Notification
• Payment Transaction Receipt
• Declined Auto Pay Transaction
• Late Fee Email Notification
• Declined Scheduled Payment Notification
• Registered Customer Welcome Email
• AutoPay Registration Notification
• Paperless Registration Notification
• ACH Reject/Chargeback Notices (with reason codes and descriptors)
• Credit Card Expiration Notification
• Scheduled Payment Confirmation
• AutoPay Reminder Notification
• FlexPay Confirmation Notification
• Scheduled Payment Reminder
• Paperless Off Confirmation
• Online Bank Direct Payment Receipt
• Linked Accounts First Notice Notification
• Linked Accounts Second Notice Notification
• Linked Accounts Third Notice Notification
• AutoPay Off Confirmation
• Conveyed Customer Notification
• Multiple Registered Customers Welcome Email
• Recurring Scheduled Payment Confirmation
• Recurring Scheduled Payment Canceled
7. Business Rules
The Invoice Cloud solution is designed for flexibility for customers and Billers. There are many rules currently
available and we will also undertake the creation of new business rules as we both agree. Each bill type operates
independently and can accept different payment types as well as other business rules. At Biller’s option, multiple
business rules can be applied to each bill type. Invoice Cloud provides flexibility regarding business rules to
support specific needs, including:
a. Ability to allow partial payments, over payments, full balance only, or late fees.
b. Ability to allow payments beyond the due date - The service is designed to accommodate Biller specific
business rules like allowing payments beyond their due date.
c. Ability to allow for multiple payment types for one customer for the same bill - The service allows
multiple payment types from one customer for the same bill when partial payments are allowed.
Credit/debit card and e-check (ACH) can be run separately and an unlimited number of remittance
types can be used. For example, a customer can pay part of a bill with a checking account, another
part with a credit card and the remainder with a second credit card of a different type.
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 5
8. Implementation Process
Invoice Cloud assigns an Implementations Manager (IM) to each Biller. The IM will be the Biller’s primary contact
during the implementation process and coordinates all necessary resources from Biller, Biller software
company, Invoice Cloud, and any sub-contractors. The IM will provide the Biller with the following documents
to facilitate the project:
a. New Biller Questionnaire & Questionnaire Key – Documents critical information needed to setup and
initiate the service including information on business rules and feature selection.
b. Project Timeline – Details project schedule and milestones.
c. Testing & Training Plan – This plan walks the Biller through a set of user acceptance testing criteria and
facilitates training on the service.
9. Support & Training
a. Business Hours – The business hours will be Monday through Friday from 8 a.m. to 8 p.m. Eastern
Standard Time. Note: Biller Support hours are 8 a.m. to 8 p.m. EST. Payer Support hours are currently
8 a.m. to 4 p.m. EST.
b. Help Desk - The Service will provide a helpdesk ticketing system for Biller within the Biller Portal to get
help from Invoice Cloud client support team. This tool will allow Biller to track and retain resolutions
for historical reference.
c. Payer Support – The Payer Support is two tiered with Biller staff as the first line of support regarding
account, registration and billing questions. Issues with the Invoice Cloud service operation or incorrect
credit card charges will be routed to Invoice Cloud Client Support via telephone or a Biller helpdesk
ticket.
d. Biller Support - If Biller encounters an inquiry which they cannot resolve Biller will create a helpdesk
support ticket. Invoice Cloud Customer Support will address the issue and if applicable provide training
to Biller to allow the address of tickets in a timely matter; often within twenty-four (24) business hours.
Biller and technical support is available during business hours.
i. Routine Technical Support - Technical Support is available during business hours. Biller may call
customer support directly; however, the use of the helpdesk ticketing system is encouraged as the
preferred method of contact. Invoice Cloud staff views all tickets as they are submitted and routes
them to the appropriate person for resolution.
ii. Emergency After-Hours Support – The helpdesk service is monitored after business hours and
emergency support issues are addressed within one (1) hour. An emergency support issue is
defined as an issue involving the system being down and inoperable and does not include Payer
payment issues. Biller may request email notification be provided in the event the system is down
and inoperable.
e. Service Enhancements - Most enhancements do not require action on the part of Biller. Upgrades as
agreed are done at the Invoice Cloud server level, so there are no mandatory actions for Biller to take.
Support levels are not affected by enhancements.
f. Biller Training- Biller staff will be guided in how to use the system through in-house training,
documentation, remote live sessions, and access to our client support team.
• All standard training will be done remotely. Invoice Cloud’s training personnel will provide sessions
for both Payer and Biller portals for Biller’s staff.
• Separate training is conducted for Biller’s technical staff regarding the uploading of bill files and
any other applicable processes.
• Ongoing phone and Go-To-Meeting training will be provided during the first month of use at no
additional cost to Biller.
10. Marketing
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 6
Invoice Cloud provides free marketing resources that billers can use to promote EBPP payment solutions to their
payers. Billers will receive a comprehensive document outlining proven marketing best practices. In addition,
billers will be granted access to Invoice Cloud's proprietary Marketing Resource Center. This online tool allows
billers to easily and simply download and/or customize marketing materials on demand. These materials
include:
• Bill inserts
• Envelope teasers
• Onsite posters
• Counter displays and clear acrylic stands
• Social media and website graphics
• Content for newsletters and press releases
• Pay buttons
• Email content and layout suggestions
• Communications plans
• and more
Billers also have access to weekly live training sessions where they will learn about our recommended best
practices for effectively communicating the many benefits of making payments electronically and have the
ability to ask questions. We’ll outline simple steps to help improve online payment adoption among their
customers. We’ll also review the Marketing Resource Center which will enable billers to create many of the
materials mentioned above
11. CloudIVRConnect™
The IC CloudIVRConnect allows Billers to accept payments via our interactive voice response system. It provides
customers with 24-hour access to account status and billing information (total balance due, past due amount,
last payment made, next billing date etc.). The following options are available:
• Provides for a toll-free call and a caller ID number set by the Biller
• Supports messaging in both English and Spanish
• Provides for a customizable initial greeting (includes City/County/Company name) – all remaining
prompts are standard
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck
(ACH)
• Replays information with Invoice Cloud generated confirmation #
12. CloudSMSConnect™
The IC CloudSMSConnect allows Billers to accept payments via SMS text messaging. The following options are
available:
• Provides interactive registration and service sign-up confirmation
• Sends notification when new bills are available for payment
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck
(ACH)
• Allows for payment utilizing a stored-payment method
13. AgentConnect™
The IC AgentConnect allows Billers (Agent/CSR/Other) to login to the Customer Portal and perform actions on
behalf of a specific customer/account. The following options are available:
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck
(ACH)
• Ability to enroll customer in AutoPay
• Ability to enroll customer in Paperless
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 7
• Ability to enroll customer in Pay by Text
• Option to require authorization/disclosure statement before Customer Portal entry
• Option to enable card swipe functionality at point of sale
• Provides built-in auditing to track Agent/CSR activity in the Biller Portal
14. CloudStore™
The IC CloudStore allows Billers to accept payments for non-invoiced services like books, t-shirts, etc., fire,
police, building permits, or activity programs. The following options are available:
• Accept electronic check and or credit/debit cards.
• Customer receives immediate email confirmation of payment.
• Department receives email notification of purchase event for instant fulfillment services.
• Ability to apply convenience fees, if required.
• Reporting by service type.
• Linked to Biller branded payment portal.
• Each service type can have its own online registration form.
• Can be setup to accept payments over the counter.
15. Online Bank Direct™
The IC Online Bank Direct (OBD) allows Billers to electronically import echeck (ACH) payments initiated from
consumer bank bill sites. The following options are available:
• Auto-matching of payments with open invoices
• Email consumer a payment notification for those customers with an email address on file
• Ability to apply a single payment to multiple invoices
• Custom search capabilities to locate matching invoice(s)
• Electronic deposit of corresponding echecks
This SOW contains many products, services and payment methods. Only the specific products, services and payment
methods selected by the City of Bozeman, as outlined in the Biller Order Form, are included in the delivery of products,
services and payment methods.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
City of Bozeman Invoice Cloud, Inc.
By: _______ By: _____________________________
Printed Name: _____ Printed Name: Kevin W. O’Brien ____
Title: _ ______ ___________ Title: President __________
Date: _ ___ Date: ______________________________
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AE
10/26/202210/30/2022
Jeff Mihelich
City Manager
DocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 8
Appendix A: System Modifications
As outlined below, Invoice Cloud has agreed to make the following changes to the setup and functionality of our
platform:
NONE
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 9
Appendix B: Integration Supported Features – Central Square/Real Time
Modules & Features
PRODUCTS
Invoice Types Utilities
EBPP Supported
Cloud IVR Connect Supported
Pay by Text Supported
Apple Pay Supported
Google Pay Supported
PayPal Supported
DATA EXCHANGE Method Frequency
Invoices Invoice Cloud FTP As Needed
Payments Data Pump (Near Time) Near Time
AutoPay Flags Data Pump (Near Time) Near Time
Paperless Flags Data Pump (Near Time) Near Time
Account Balances Real Time Data Refresh As Requested
Block Payment Method (Credit/ACH) Real Time Data Refresh
RTDR Near Time
INVOICE FILES
IC Translates file Supported
Historical Data (2 years shown online) Supported
BILL PRESENTMENT
PDF Extraction (Partial/Full) Supported
Link to PDFs Preferred
BATCH CLOSE
Standard or Custom Custom
CUSTOM OPTIONS
Branded Biller Portal Supported
Branded Payer Portal Supported
Appendix C: Biller Deliverables
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
IC Confidential - Document1 Biller 10
Deliverable
Sample Invoice File (BIF)
Access to Webservices
Sample Images of Bills
Auto Pay Conversion data if applicable
Paperless conversion data if applicable
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Order Form
SALES INFORMATION
IC Sales Rep Matthew McKinley Vertical Local Gov (Util, Tax, Misc)
Order Date 10/12/2022 mmckinley@invoicecloud.com Billing Software Central Square
(Sungard)
BILLER INFORMATION
Ownership Type Government Phone 406-582-2300 Fax
Legal Name City of Bozeman Website URL https://www.bozeman.net/home
Address 1 121 North Rouse Avenue Bus. Open Date
Address 2 Federal Tax ID
City Bozeman *Federal Tax ID and Legal Name must match on all documents
State MT ZIP 59715 Array
BILLER CONTACT
Primary Contact Name Laurae Clark
Phone 406-582-2326
Email Address lclark@bozeman.net
SIGNING AUTHORITY
Name Jeff Mihelich Title City Manager
Phone 406-582-2300 Fax Email Address jmihelich@bozeman.net
BILLER BANK ACCOUNT (FOR INVOICE CLOUD AND NETWORK FEES, AND AS PROVIDED IN THE BILLER AGREEMENT)
Note: Must include voided business check or bank letter for each unique account
Billing Method Monthly Invoice
Routing # Last 4 Acct #
PAYMENT METHODS ACCEPTED
Payment Methods [American Express] [VISA/Mastercard/Discover] [PayPal] [ACH/EFT]
BILLER PRICING (see Invoice Type Parameter Sheet(s) for invoice-type-specific pricing)*
Description Interval Cost Type Cost
Chargeback Fee Non-Submitter (Chase) Per Transaction Fixed ($) $10.00
Biller Portal Access Fee Monthly Fixed ($) $0.00
ACH Reject Fee Non-Submitter (Chase) Per Transaction Fixed ($) $10.00
PayPal Brands - Chargeback Fee (PayPal Brands) Per Transaction Fixed ($) $10.00
Invoice Presentment For Paperless Customers Per Transaction Fixed ($) $0.40
Online Bank Direct - OBD Access Fee Monthly Fixed ($) $0.00
HARDWARE
Card Reader Type Swipe Only Quantity 2 Cost per Reader $0.00
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Card Reader IDTech SREDKey Billing Interval Monthly
Shipping Address
(if different than location
address)
DATA RETENTION
Months to Keep 24 *Additional Fees apply if greater than 24 months
IMPLEMENTATION CHARGES
Description Interval Cost
Implementation (per SOW) One-Time $0.00 (WAIVED)
NOTES/SPECIAL HANDLING
[signature page follows]
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
CERTIFICATION AND AGREEMENT
A. By signing below, the Biller hereby ratifies its authorization for Invoice Cloud, Inc. ("Invoice Cloud") to execute debit/credit entries to the Biller Bank Account(s)
indicated above at the depository financial institution(s) named above and to debit/credit the same such account(s). The Biller acknowledges that the
origination of ACH transactions to its account(s) must comply with the provisions of U.S. law. This authority is to remain in full force and effect until (i) Invoice
Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a
reasonable opportunity to act on it, but not less than 10 business days notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this
Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in
Biller Bank Account account number(s) or bank has occurred at which time this authorization shall apply to such new/changed Biller Bank Account. This
notification must be received no less than 10 business days in advance of any change. A fee will be charged for any returned or rejected ACH debits.
B. By signing below, the Biller named: (1) has read, agreed to, ratifies the Biller Agreement, Biller T+Cs (referenced in the Biller Agreement) and other Order Forms
previously executed by the Biller, and (2) certifies to Invoice Cloud that he/she is authorized to sign this Order Form; (3) certifies that all information and
documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given,
including credit references, and to obtain credit reports ; (5) agrees to pay the Monthly Access Fee through the last day of the month following the effective
date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted will continue to be bound by the Order Form and
the Biller Agreement in its entirety and any new agreement forms executed herewith; (7) agrees that Biller will submit transactions only in accordance with the
information in this Biller Order Form and Biller Agreement and will immediately inform Invoice Cloud, by email (contracts@invoicecloud.com) if any information
in this Order Form changes, and (8) In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the Biller Bank
Account at any time to ensure payment of the same.
C. Pay by Text: Standard data rates and text messaging rates may apply based on the payer's plan with their mobile phone carrier. Payer can opt out of text
messaging at any time with Invoice Cloud. Partial payment or overpayment is not supported. Biller may not use the service for activities that violate any law,
statute, ordinance or regulation.
D. This Biller Order Form will become effective only when signed by Invoice Cloud.
In WITNESS WHEREOF, the parties have executed this Agreement as of this day
Accepted by Biller: Accepted by Invoice Cloud, Inc.:
X X
Corporate Officer/Authorized Official Corporate Officer
Jeff Mihelich Kevin W. O'Brien
Printed Name Printed Name
City Manager President
Title Title
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Utility Pricing Model Submitter
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
17052 17052 17052 17052 17052 17052 17052 17052 17052 17052 17052 17052
Avg CC
Transaction $ 109.00 Max Invoice $ 100000.00 Bill Frequency Monthly Avg. Bills Per
Month 17052
PRODUCTS AND SERVICES
Products and Services [EBPP] [IVR] [OBD]
TRANSACTIONAL PRICING (Paid by Biller)
Payment Source Description Payment Method Fee Rate % Fee Amount
$
Additional
Fee $
Biller Pays
Network Fees
Online Bank Direct All Payment Methods $0.15 No
Migrated ACH Auto Pay ACH/EFT $0.40 No
IVR All Payment Methods $0.95 No
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES (Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation
Type
Max
Payment $
Min. Fee ($)
per Transaction
All Payment Sources Credit/Debit/PayPal 2.95 % Percent (%) $110000.00 $1.95
All Payment Sources ACH/EFT $0.75 Fixed ($) $110000.00
SERVICE FEE EXCEPTIONS
Auto Pay ACH/EFT $0.00 Fixed ($) $11000.00
BILLER BANK ACCOUNT (FOR DEPOSITS AND CHARGEBACKS)
Note: must include voided business check or bank letter for each unique account
Routing # Last 4 Acct # Matthew McKinleymmckinley@invoicecloud.com
NOTES / SPECIAL HANDLING
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD
Biller Order Form
DocuSign Envelope ID: 8FD9602C-30B7-472C-82AE-E68CB02CF1AEDocuSign Envelope ID: 05AF3289-3DA8-4ADB-AB66-9301015310FD