You are on page 1of 1

ABM Acquisition and PROCESSING Agreement (TERMS & CONDITIONS

1.Term of Agreement: This agreement may be cancelled by the CLIENT by sending a registered letter to the COMPANY on or before ten (10) days from signing hereon. Should the CLIENT cancel this agreement within the ten (10) days, the entire deposit amount of any deposits will be refunded to the CLIENT. After ten (10) days, the COMPANY retains the right to apply any and all deposits to equipment purchases and set up fees to expedite the ATM install into the location, and as a result, some or all of the money advanced by the CLIENT will become non refundable. The initial term of this agreement is ten (10) years from the date this agreement is signed as accepted by the COMPANY. This agreement shall not be terminated except as provided for in this agreement. After the initial term, this agreement shall automatically renew for an additional ten (10) years from initial term expiry date and even thereafter will continue until terminated by either party upon thirty (30) days written notice, except as otherwise provided in this agreement or the attached schedule. CLIENT will pay all charges for services provided for during and prior to termination, such services and pricing are indicated on Schedule A - Set up Form, attached hereto to this agreement, or as such price list is delivered from the COMPANY to the CLIENT from time to time. 2.ABM Required Services: The ABM must be connected to a dedicated electrical outlet, a dedicated telephone line and filled with cash at all times the business is open for patrons. Unless otherwise provided for, in writing, CLIENT agrees to provide electrical, phone line, cash filling, maintenance, insurance, supplies and cleaning services to the ABM at the CLIENTs sole cost, risk and expense. 3.Installation and Use of ABM: The Company, or an authorized agent of the COMPANY, will deliver to the CLIENTs’ place of business the ABM(s) and the COMPANY will further cause the required rd equipment, software and network (Network = Visa, Cirrus, Mastercard, 3 party processor who cause money to be transferred from one banking party to another ) licenses to be activated to the benefit of the CLIENT, upon request of the CLIENT and at the CLIENT’s sole cost and expense. The CLIENT will be provided with a User's Guide for the ABM, an instruction manual for processing of transactions pursuant the Network rules and regulations. By signing below the CLIENT agrees to be bound by any and all rules and regulations as may be reasonably applied against the operation of the ABM machine or its peripherals at the CLIENTs’ place of business. Instructions in the set-up and use of the ABM are contained in the User's Guide or as provided from the COMPANY from time to time. Unless otherwise provided for herein, the COMPANY will be deemed to have ownership over the ABM and upon notice from the COMPANY to the CLIENT, the CLIENT agrees to immediately deliver the ABM back to the COMPANY, in good working condition, free from any liens and encumbrances, at the CLIENTs’ sole cost, risk and expense. Where CLIENT is deemed to have ownership, CLIENT hereby offers the ABM and all peripherals referred to herein as security against non-payment and non-performance herein. 4. Terms, Conditions and Pricing: All verbal or written agreements not mentioned on this agreement are void, and neither the sales agent procuring this agreement nor CLIENT, nor anyone else has any authority to change, alter or add to this agreement in any manner without the express written consent and approval of a signing Officer of the COMPANY, pursuant COMPANY By-Laws and signing resolutions. This document constitutes the entire agreement between the COMPANY and the CLIENT. The CLIENT acknowledges having received a true and completely filled in duplicate original copy of this agreement at the time of signing. Both the CLIENT and the COMPANY agree that electronic or facsimile transmissions of this document or its related attachments, in counter part, are acceptable transmission methods to bind both parties as if written in St. Catharines, Ontario, Canada, each party face to face with the other. This agreement becomes binding on all parties upon execution, unless otherwise notified by the COMPANY. The COMPANY retains the sole right to cancel this agreement prior to ABM installation. The CLIENT shall be liable for all costs of collection and other charges incurred as a result of default in payment of this agreement. 5. Service, Maintenance and Repairs: Warranty provided is manufacturers warranty against defective parts and workmanship. Warranty included is for the term of the manufacturers warranty only. The CLIENT is responsible for all costs associated with the physical or electrical abuse or misuse of any ABM(s) and equipment including any temporary replacement ABM(s) and equipment that are in the CLIENTs’ place of business. Where the terminal produces less than 200 transactions per month, the COMPANY, at its sole discretion, may use any or all of the surcharge normally paid to the CLIENT to be used by the COMPANY in order to pay any and all costs caused by low transactions or processor low transaction sanctions. 6.Changes to ABM set-up: Upon the CLIENTs’ written request changes may be made to the CLIENT set-up information, including but not limited to Financial institute for debit settlement and acquiring financial institute for credit settlement. Charges for such change requests are billed at $150.00 plus applicable taxes per each change and CLIENT agrees to pay the same for each change request. All change requests are subject to COMPANY approval. 7.Liabilities: In no event will the COMPANY or its respective directors, officers, employees or agents, be liable for any incidental, direct or indirect, special or consequential damages (including without limitation, damages for personal injury, loss of profits from sales, business interruption, loss of business information, or any other pecuniary loss) in connection with or arising out of this agreement, no matter how caused or whether or not the COMPANY is given notice of such loss or damages in advance. In all situations involving performance or operation of any ABM, the CLIENTs’ sole and exclusive remedy shall be the repair or replacement of defective ABM(s) and equipment. Where CLIENT signing is a partner, sole proprietor, sole shareholder or sole director of the corporation entering into this agreement, the individual signing below further agrees that they are personally guaranteeing this agreement and all terms and conditions herein. 8.Disclosure of Transaction Information: The CLIENT consents to and appoints the COMPANY as its agent for the purpose of receiving information in respect to Card Transactions from the financial institution that the Merchant has entered into an Electronic Funds Transfer Agreement. 9.Software, Membership and Network User Compliance : The COMPANY will from time to time provide the CLIENT and their ABM with software, software updates membership stickers and Network Confidential memorandums and manuals necessary to enable the CLIENTs’ ABM to access the services. The CLIENT acknowledges that the same is valuable proprietary property of the COMPANY or the Networks and that all rights, title and interest in and to the same belongs to and resides with the COMPANY and further that the CLIENT is hereby granted a non-exclusive, non-transferable license to use the same while this agreement is in effect for the sole and exclusive purpose of accessing the services. Upon termination of this agreement the CLIENT will immediately return same to the COMPANY and will retain no copy of such software, stickers, signs, memorandums or manuals. 10. Agreement Termination: Notwithstanding any termination of this agreement, CLIENT agrees they will remain liable to the COMPANY for any administration or service charges previously or subsequently incurred and the CLIENT further agrees that the CLIENT will be responsible for and will diligently pay any and all applicable taxes as those taxes may relate to the fees and services provided by the CLIENT’s ABM. 11.Controlling Law: This Agreement, and all provisions contained herein, shall be interpreted in accordance with the laws of the Province of Ontario, Canada and the applicable federal laws. It is agreed that any and all licensing, processing and network services are provide to the CLIENT from the Province of Ontario, Canada and therefore any dispute arising as a result of this agreement will be settled in the Jurisdiction of the city of St. Catharines, Province of Ontario, Canada. It is further agreed that any part of this agreement that is rendered illegal, void or unenforceable will not affect the rest of this agreement and must be removed to allow the rest of the agreement to be enforced in full. 12.Entire Agreement: These terms and conditions constitute the entire terms and conditions applicable with respect to the subject matter thereof, and shall supersede any and all prior and contemporaneous promises, representations and agreements, if any, made by one party to the other concerning the subject matter of the Agreement. Subject to paragraph 10 above, this Agreement may not be released, discharged, supplemented, amended or modified in any manner except by an instrument in writing signed by and mutually agreed to by both an Officer of the COMPANY and the CLIENT. 13.Enurement: This Agreement shall endure to the benefit of and be binding upon the Parties and their respective successors and assigns, including without limitation their heirs, executors, administrators and personal representatives. 14.Assignment of Right: The COMPANY may assign any and all rights, responsibilities and privileges contained herein to any party at any time, without notice to the CLIENT and at the COMPANIES’ sole and exclusive discretion. The CLIENT may not assign their rights or obligations under this agreement to any person or entity without express written permission to do so from a signing officer of the COMPANY; Any transfer or assignment otherwise by the CLIENT shall constitute a breach of this Agreement. If the CLIENT sells their business, all of the assets of the CLIENT’s business or the shares of the CLIENT’s Corporation, which owns the business, the CLIENT hereby undertakes to require the new owner to apply to the COMPANY (or such other Card Clearing Agency as the COMPANY requires) for a new processing agreement and the CLIENT hereby agrees to indemnify the COMPANY against such CLIENT undertaking. 15. NSF Charges: The COMPANY will apply a $75.00 fee for any checks returned from the CLIENTs’ bank dishonored for any reason. 16. Default: The CLIENT acknowledges that, in support of this agreement, the COMPANY must incur direct and indirect costs and make good-faith purchases of equipment, software, licenses, transaction processing and other services and that the COMPANY must also enter into long term third party agreements for the efficient operating of the ABM. This agreement may be terminated by the COMPANY if for any reason the CLIENT breaches any provision of this agreement and that breach is not remedied within 15 days following written notice from the COMPANY to the CLIENT. Unless otherwise provided for in writing by the COMPANY, this agreement is automatically terminated in the event the ABM fails to perform any transactions over a period of 60 consecutive days. If this agreement is so terminated the CLIENT agrees to immediately pay to the COMPANY a termination fee equal to the sum of all surcharge fees plus all interchange fees the COMPANY and the COMPANY 3rd party suppliers to the ABM would have received for the length of the remaining term of this agreement (based on six months average transaction volumes prior to default), plus a Network cancellation fee of five thousand ($5,000.00) Canadian dollars. Upon CLIENT default, COMPANY termination or CLIENT termination of this agreement for any reasons other than allowed for herein, CLIENT agrees to immediately pay the COMPANY the termination fee, as laid out above. It is further agreed that any termination fee will be deemed and agreed to as reasonable repayment of liquidated costs and damages to the COMPANY and not as a penalty. The CLIENT hereby authorizes the COMPANY to use any amounts due and payable from the COMPANY to the CLIENT towards this termination fee and further authorizes the COMPANY to take money from the CLIENT's account for any amounts or short falls as a set off for the same. The provisions of this paragraph will survive termination of this agreement. Any "past due" amounts or outstanding invoices owed to the COMPANY will accrue interest at 2% per month. CLIENT agrees, in addition to any other fees mentioned herein that the CLIENT will also pay the COMPANY $75.00 per day for each day where the ABM is not functioning as a result of the CLIENT’s failure to replenish the cash in the ABM and $75.00 per transaction reversal resulting from failing to fill cash. 17. Insurance Requirements: The CLIENT agrees to protect the ABM from damage, theft, destruction or any other loss, regardless of how inflicted. The CLIENT shall provide and maintain property insurance against loss, theft, damage or destruction of the ABM in an amount not less than the full replacement value of the ABM. Insurance shall include a waiver of any subrogation rights and the CLIENT waives any and all rights of recovery against the COMPANY arising from such loss, theft, damage or destruction. The CLIENT is solely responsible for providing security against theft, vandalism, damage or destruction of the ABM and the COMPANY shall have no liability whatsoever to the CLIENT in the event of theft, vandalism, damage or destruction, nor shall the COMPANY be responsible for damages to the property where the ABM is situated. 18. Exclusivity: The CLIENT shall not permit the removal of the ABM from or within the premises nor allow the placement of any other ABM(s) at the premises or on any adjoining premises controlled or owned by the CLIENT, nor shall the CLIENT allow any stickers, signs or attachments to be placed on the ABM other than those approved by the COMPANY. The CLIENT shall not subscribe to any other data processing service for processing electronic fund transfers at the Premises during the term of this agreement, and further shall not offer any other cash back, or similar services, which might affect transactions at the ABM machine, except as may be approved in advance and in writing by the COMPANY. The CLIENT offers to the COMPANY the exclusive rights to process ABM transactions and service the ABM at the CLIENT’s establishment for the length of the term or this agreement and any renewals thereafter. By signing below, the CLIENT and INDIVIDUAL acknowledge reading and agreeing to all the terms and conditions, as above and referred to herein. The CLIENT and INDIVIDUAL further acknowledge receiving a true copy of this agreement at the time of signing and further consent to allowing the COMPANY to perform any and all credit or criminal background checks on the COMPANY and/or the INDIVIDUAL as the COMPANY deems necessary in the COMPANIES’ responsibilities to perform their duties herein.

CLIENT BUSINESS NAME:___________________________Corporation #:___________________________ CLIENT SIGNATURE: ____________________________ Print____________________ Date: ___________ WITNESS (AGENT) SIGNATURE:__________________ Print____________________ Date: ___________ COMPANY APPROVAL SIGNATURE:_______________ Print____________________ Date: ___________