Rotessa Terms and Conditions (United States)

Rotessa is the easy way to collect payments in the United States, via the Automated Clearing House system. Through Rotessa Inc. Services, you (Client, account holder), can initiate bank payment transactions from any company or individual account, in accordance with the regulations and NACHA Operating Rules set out by the National Automated Clearinghouse Association (NACHA) and it’s member organizations. We may amend this agreement at any time to comply with any changes to the NACHA Operating Rules.

This agreement (the Rotessa User Agreement) forms a legally-binding agreement between you and Rotessa (Rotessa, we, us, our). By setting up a Rotessa account and clicking on the “Create Account” button on our sign up form, you are agreeing to the terms of this agreement.

1. Definitions

This section outlines the definitions of phrases you will find in this document.

Rotessa Payment Processing Services

Rotessa bank payment processing service is a system based on ACH payment technology that we provide to you based on the service terms. Through Rotessa services, Clients can initiate bank payment transactions from any company or individual’s account in accordance with the regulations of the National Automated Clearinghouse Association (NACHA).

Business Day

Business day means any day other than a Saturday or a Sunday on which we, and any third party that Rotessa may use, and the charged institution are open for business.

Due Date

Due date is the date the Client requests a debit be charged against the charged account provided that the due date for any valid debit instruction is a business day at the charged Institution; the debit may not be charged against the charged account until the next business day.

Authorization

Authorization means the signing, execution or similar adoption by a payer, including but not limited to the use of a user id/password combination or other method which is consistent with the regulations of the National Automated Clearinghouse Association (NACHA).

Transaction

A transaction means a bank payment through the Automated Clearing House systems.

Communication

Communication means any communication of instructions or information whether by telephone, facsimile, email, text message, electronic online form, or other means of communication.

Client

The Client means Rotessa’s primary owner or director with whom there exists a signed agreement.

Customer

The customer means Client’s customer from whose accounts funds will be withdrawn.

2. Client Obligations

This section outlines the things you’re obligated to do when you sign up for a Rotessa account.

The Client is responsible to abide by all regulations pertaining to bank payments as set out by the National Automated Clearinghouse Association (NACHA) (www.nacha.org).

The Client will obtain the necessary authority from any party whose account is to be debited in conjunction with the service, and provide the necessary notice requirements to these parties.

The Client is required to collect authorizations and communicate debit details to any party whose account is to be debited based on the rules and regulations of the National Automated Clearinghouse Association. Authorization forms must be provided to Rotessa Inc on request.

3. Client Liability

This section outlines which things you agree to being liable (legally responsible) for by signing up for a Rotessa account.

The Client will be personally liable to Rotessa for all indebtedness and other liabilities, both direct and indirect, which are created or increased resulting from the use or misuse of the services whether authorized or unauthorized, including transactions affecting any of the Client’s accounts or the accounts of other customers that are debited through use of a service.

The Client will reimburse Rotessa for, and indemnify Rotessa against, all claims and demands that may be paid by Rotessa or made against Rotessa in respect of providing or not providing the services to the Client and from all losses, costs, charges and expenses, including legal fees, that Rotessa may incur as a result of any such claims and demands.

4. Verification and Inspection

This section outlines what Rotessa can do in order to verify your account, and what Rotessa may request from you in order to verify your account. It also outlines the rights of Rotessa in the event you do not provide the requested information for verification.

As per requirements of Rotessa’s financial institutions, the rules of the National Automated Clearinghouse Association (NACHA), and to limit fraud and manage risk, Rotessa will perform background verification on your personal and business identities. These may include credit score, credit history, fraud risk, and general information.

If the Client’s request to open a Rotessa account is approved, Rotessa may request additional information from the Client at any time. Rotessa may ask the Client to present invoices from their suppliers, a government issued identification such as a passport or driver’s license, or a business license.

Rotessa may also ask for permission to inspect the Client’s business location. If the Client refuses any of these requests, their Rotessa account may be terminated.

Rotessa reserves the right to suspend or terminate the Rotessa account of any user who provides inaccurate, untrue, or incomplete information required under this agreement, including for greater certainty the identity verifying information set forth in this agreement, or fails to comply with the account registration requirements.

Rotessa will review some or all of the information that the Client submits in connection with their request to sign up for the services.

Rotessa may forward such information on to its chartered American Financial Institution processor(s). In order to be eligible to use the services, the Client must agree that Rotessa may share information about the Client and their Rotessa Account with its processor, which may or may not be located in the United States.

After the Client submits their application, Rotessa or its processor may conclude that the Client will not be permitted to use the services.

In addition to the verification and inspection information that may be requested by Rotessa from the Client pursuant to this agreement, by accepting the terms of this agreement, the Client specifically authorizes Rotessa to request identity verifying information about the Client, including, but not limited to:

1. a consumer and/or credit report that contains the Client’s name and address and may contain “credit information” such as age, occupation, place of residence, previous places of residence, marital status, spouse’s name and age, number of dependents, particulars of education or professional qualifications, places of employment, previous places of employment, estimated income, paying habits, outstanding debt obligations, cost of living obligations and assets and other personal information, and
2. a confirmation from the appropriate governmental authority of the Client corporation’s legal existence, to the extent applicable.

Rotessa may periodically obtain additional reports to determine whether the Client continues to meet the requirements for a Rotessa account.

The Client agrees that Rotessa is permitted to contact and share information about the Client and their application (including whether the Client is approved or declined), and the Client’s Rotessa Account with the Client’s bank or other financial institution. This includes sharing information:

1. about the Client’s transactions for regulatory or compliance purposes,
2. for use in connection with the management and maintenance of the service,
3. to create and update Rotessa’s customer records about the Client and to assist Rotessa in better serving the Client, and
4. to conduct Rotessa’s risk management process.

Client agrees to warrant and confirm the information given to Rotessa Inc in the merchant application form is true and correct and I/we understand that it is being used to determine my/our credit responsibility.

Client agrees to allow Rotessa to obtain any information required for these purposes from other sources (including, for example, credit bureau) and each such source is hereby authorized to provide Rotessa with such information.

Client understands that the information given in the merchant application form as well as other information obtained in relation to credit history may be disclosed to other parties.

5. Liability

This section outlines what Rotessa is liable (legally responsible) for as a part of your Rotessa account.

Rotessa is responsible for losses and damages due to the willful misconduct or gross negligence of Rotessa’s employees in providing the services, except that Rotessa is not liable in any circumstances for the following losses or damages:

• Due to any cause beyond our reasonable control
• Due to the Client’s acts or omissions or those of third parties including bank services, and no third party will be considered to be Rotessa’s agent
• Indirect or consequential losses or damages (including penalties or loss of profits), even if Rotessa was informed of the possibility of such losses or damages

Rotessa is not liable for any losses or damages caused by systems or communications failure, malfunction, delay or error (unless caused by the willful misconduct or gross negligence of Rotessa’s employees).

6. Transactions

This section outlines what your responsibilities are for the submission and handling of transactions, as part of your Rotessa account.

Rotessa will submit debits one day prior to their due date to the Automated Clearing House for processing. The Client is responsible for initiating, editing, and deleting debits two business days before the transaction is due.

Daily Transaction Limits Per Customer

Transaction limit is set based on Client needs, history and credit. Transaction limits are typically between $500-2500. A higher limit is possible with additional financial information. Contact Rotessa for details.

7. Settlements and Charge Backs

This section outlines the handling of settlements and charge backs.

Rotessa will initiate a settlement for all approved transactions within 5 business days. The Client’s settlement credit will be transferred electronically to their account within one business day after initiating the settlement.

Rotessa may hold back settlements for any reason to ensure funds have cleared and have been processed according to National Automated Clearinghouse Association (NACHA) regulations.

For any transaction that results in a settlement debit or Charge Back, Rotessa may withhold the Charge Back amount in a Reserve.

Rotessa may deduct the amount of any Charge Back and any associated fees, fines, or penalties listed in the Fee Schedule or assessed by the Association or the processor from the Client’s Rotessa Account (including without limitation any Reserve), any proceeds due to the Client, the Clients bank account, or other payment instrument registered with Rotessa.

If the Client has pending Charge Backs, Rotessa may delay payouts from the Client’s Rotessa Account. Further, if Rotessa reasonably believes that a Charge Back is likely with respect to any transaction.

Rotessa may withhold all settlements from payment otherwise due to the Client under this Agreement until such time that:

1. a Charge Back is assessed due to a customer’s complaint, in which case Rotessa will retain the funds;
2. the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or
3. Rotessa determines that a Charge Back on the transaction will not occur. If Rotessa is unable to recover funds related to a Charge Back for which the Client is liable, the Client will pay Rotessa the full amount of the Charge Back immediately upon demand.

The Client agrees to pay all costs and expenses including, without limitation, attorneys’ fees and other legal expenses incurred by or on behalf of Rotessa in connection with the collection of all Rotessa Account deficit balances unpaid by the Client.

Excessive Charge Backs or Declines

If we determine that the Client is incurring an excessive amount of Charge Backs or declined debits of any kind, Rotessa may establish controls or conditions governing the Client’s Rotessa Account, including without limitation, by:

1. establishing new processing fees;
2. creating a Reserve in an amount reasonably determined by Rotessa to cover anticipated Charge Backs and related fees;
3. delaying settlements; and
4. terminating or suspending the Services.

Contesting Charge Backs

The Client agrees to assist Rotessa, when requested, at the Client’s expense, to investigate any of the Client’s transactions processed through the Services.

To that end, the Client permits Rotessa to share information about a Charge Back with the customer, the customer’s financial institution, and the Client’s financial institution in order to investigate and/or mediate a Charge Back.

Rotessa will request necessary information from the Client to contest the Charge Back. If the Charge Back is contested successfully, Rotessa will release the reserved funds to the Client’s Rotessa account.

If a Charge Back dispute is not resolved in the Clients favour by the Association or issuing bank or the Client chooses not to contest the Charge Back, Rotessa may recover the Charge Back amount and any associated fees as described in this Agreement.

The Client acknowledges that their failure to assist Rotessa in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of Rotessa’s request, may result in an irreversible Charge Back.

Rotessa reserves the right, upon notice to the Client, to charge a fee for mediating and/or investigating Charge Back disputes.

8. Hold Backs

This section outlines the circumstances under which your settlements may be held back.

To the extent permitted by law, Rotessa may set off against the balances for any obligation the Client owes Rotessa under this agreement, including without limitation any Charge Backs.

All fees are charged at the time Rotessa processes a transaction and are deducted first from the transferred or collected funds and thereafter from the balance in the Client’s Rotessa account.

If the Client owes Rotessa an amount that exceeds their balance, Rotessa may charge or debit a payment instrument registered in the Client’s Rotessa account.

The Client’s failure to fully pay amounts that are owed Rotessa on demand will be a breach of this agreement.

The Client will be liable for our costs associated with collection in addition to the amount owed, including without limitation legal fees and expenses and collection agency fees.

9. Access

This section outlines how you can access Rotessa, that you agree to only access Rotessa within the confines of the terms in this agreement, and that you agree to doing your part to maintaining the security of your account.

The Client acknowledges that access to the services may be provided by way of passwords and login ID’s, authentication devices or codes.

The Client understands that possession or knowledge of an access device by any person may result in that person being able to access the services.

The Client authorizes Rotessa to provide the service to anyone using the appropriate access device(s) without further inquiry.

The Client will be responsible for any use of the service, whether authorized or unauthorized.

The Client agrees that maintenance of the security of the services (including the strict confidentiality of the access devices) is their responsibility.

The Client will always have in place commercially reasonable procedures to prevent and detect losses caused by unauthorized access to, or unauthorized use of, the software, access devices or the service by the Client’s employees or third parties.

The Client will not access or try to access restricted areas of Rotessa’s computer system or perform or try to perform functions that are not authorized under the agreement.

If Rotessa reasonably suspects that the Client is doing so or that the Client is using the access devices or software in any inappropriate manner, Rotessa may, without notice, suspend the Client’s access to any of the services to allow Rotessa to investigate.

10. Security

This section outlines the commitment Rotessa has to securing your personal information.

Rotessa has implemented a variety of technical and procedural measures designed to secure the Client’s personal information from accidental loss and from unauthorized access, use, alteration or disclosure.However, Rotessa cannot guarantee that unauthorized third parties will never be able to defeat or work around those measures or use the Client’s personal information for improper purposes.

The Client acknowledges that they provide personal information at their own risk.

Servers

Rotessa takes a proactive approach to the data that is stored and moves through our servers. Our servers are housed with Linode which is a SOC – 2 type 2 and SOC – 3 level data centre.  Linode data centers have  extensive physical, environmental, and network capabilities in place –  https://www.linode.com/legal-security/

• Access to the data center floor is restricted to data center employees and authorized visitors
• Data Centers are staffed 24/7/365 with security guards and technicians.
• All employees and visitors are identified using biometrics and state issued Ids before entering the facility
• HVAC and power have redundant systems, so if one goes out, the others keep our systems powered and within operating temperature
• All of Linode’s systems are segregated from other tenants by locking cabinets
• Only datacenter staff assigned to supporting Linode systems have access to the keys
• Multiple Internet carriers using independent fiber connections to the data center floor
• Networks within the data centers have redundant routers, switches, and service providers
• Multiple systems can fail without affecting downtime or performance

Daily Backups

Databases are automatically backed up daily to protect merchants against lost, corrupted, stolen or destroyed data. Backups are performed between data centers, as well as offsite. This is part of our commitment to ensuring ongoing business continuity.

Data management and encryption

All sensitive information stored in Rotessa’s databases are fully encrypted with the Advanced Encryption Standard with 256 bit key length (AES256).

11. Support

Rotessa support hours are Monday to Friday from 9 am to 5 pm CST (excluding holidays).

Email support is available at support@rotessa.com. You may also review our support page for complete tutorials.

12. Fees

This section outlines how the fees apply at Rotessa, and your agreement to paying those fees in accordance with these terms and conditions.

The Client agrees to pay the applicable fees listed on Rotessa’s fee schedule at https://rotessa.com/pricing/ whenever the Client uses the services.

Fees will be debited directly from the Client’s account (same account the deposits are sent) as per the Rotessa PAD agreement.

We charge the Client for each NSF, Stopped Payment, or Not According to Agreement declines.

Subject to the terms of this agreement, Rotessa reserves the right to change fees.

If Rotessa changes the fees, Rotessa will give the Client sixty (60) days notice of any change. The Client’s continued use of the services will signify their consent to the change in fees. If the Client does not consent, the Client will need to close their Rotessa account.

All fees, charges, and payments collected or paid through the services are denominated in US dollars.

The Client also agrees to pay to Rotessa following:

1. Rotessa’s fees in effect from time to time for the services, including fees for additional services outside the standard services, provided to you as a result of your request, error or omission.
2. any applicable taxes which are the Client’s responsibility, unless the Client provides Rotessa with a tax exemption certificate.
3. any other amounts that the Client owes Rotessa resulting from their use of the services and any amounts incurred by Rotessa to recover any monies that the Client owes Rotessa. These will include legal fees on a solicitor and their own Client basis as well as those reasonable legal fees charged by Rotessa’s legal department.
4. totals will be calculated at the conclusion of each month, a statement will be sent to the Client via email, and Rotessa will withdraw (through bank payment) the amount owing on or after the 5th of the following month.

Refunds or Credits

Rotessa does not provide our Clients the option to refund or credit their customers bank account.

13. Communications

This section outlines your agreement that if Rotessa receives communication from you, or in your name, that it is assumed to be authorized by you.

The Client agrees that any communication received from the Client, or in the Client’s name, or from the Client’s premises or equipment, is authorized by the Client and binding on the Client.

The Client authorizes Rotessa to rely on and act on any such communication.

If the communication is by fax, Rotessa may act upon any signature purporting to be the Client’s signature or that of the Client’s authorized signing officer.

If Rotessa tries to verify the signature on a fax or the validity of any communication (though Rotessa is not obligated to do so) and are unable to do so to Rotessa’s satisfaction, Rotessa may delay in acting or refuse to act on the communication.

14. Disclosure

This section outlines your agreement that you will inform your customers that Rotessa is the bank payment processing service through which their accounts are debited.

The Client agrees to fully disclose to their customer that Rotessa Inc. is a bank payment processing service through which their customers initiate bank payment transactions from their customer’s company or individual’s account (in the United States) to the Clients company in accordance with the regulations of the National Automated Clearinghouse Association (NACHA).

15. Prohibited Services

This section outlines the services that may not be used with Rotessa, and also outlines that Rotessa may modify this list at any time.

The following goods and services would be contrary to the interests of Rotessa Inc (including its public images) and/or may contravene applicable law:

• Pornographic or illicit material of any type, including escort services
• Gambling operations (including“virtual casinos”), and lottery tickets
• Illegal products or services
• Ticket factoring
• Any sales involving pyramid selling
• Tobacco for shipment outside of the United States
• Firearms
• Digital currencies of any type
• Money transmitters, short-term loans, check cashing, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies

Rotessa reserves the right in its sole discretion to make additions, deletions or other modifications to this list at any time, subject to the giving of notice thereof to the Client, and each such addition, deletion or other modification shall be binding upon the Client for the purposes of this agreement upon its receipt of such notice.

16. Your Right To Terminate The Agreement

This section outlines what rights you have to terminate this legally-binding agreement with Rotessa, and the process to terminate this agreement.

The Client may terminate this agreement and other Rotessa agreements by closing their Rotessa account at any time by giving Rotessa written or verbal notice, unless specified otherwise and agreed to by both parties.

Upon closure of a Rotessa account, any pending transactions will be cancelled.

Fees will be calculated based on the month the cancellation takes effect.

Any funds that Rotessa is holding in custody for the Client at the time of closure, less any applicable Fees, will be paid out to the Client according to the payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, the Client may not close their Rotessa account as a means of evading their payout schedule).

If an investigation is pending at the time the Client closes their Rotessa account, Rotessa may hold the Client’s funds as described herein.

If the Client is later determined to be entitled to some or all of the funds in dispute, Rotessa will release those funds to the Client.

17. Suspension Or Termination By Rotessa

This section outlines the rights Rotessa has to close your account.

Rotessa may terminate this agreement and close the Client’s Rotessa account for any reason or no reason at any time. Rotessa may also suspend the services and access to the Client’s Rotessa account (including the funds in the Client’s Rotessa account) if:

1. the Client has violated the terms of this agreement, any other agreement the Client has with Rotessa Inc, or Rotessa’s policies,
2. the Client is deemed to be an unacceptable credit or fraud risk to Rotessa, or
3. the Client provided any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct, or
4. Rotessa is served with any demand, attachment, garnishment or other order that requires Rotessa to pay any funds that Rotessa would have otherwise paid or advanced to the Client or on the Client’s behalf, or a receiver or receiver manager is appointed for any of the Client’s property, or the Client is bankrupt or insolvent, or any proceeding is commenced by or against the Client under any bankruptcy, insolvency or winding up statute.

Termination Conditions

This section outlines the conditions you agree to in the event that your Rotessa account is terminated.

If the Client’s Rotessa account is terminated for any reason or no reason, the Client agrees:

1. to continue to be bound by this Agreement,
2. to immediately stop using the Services,
3. that the license provided under this Agreement shall end,
4. that Rotessa reserves the right (but have no obligation) to delete all of the Client’s information and account data stored on Rotessa’s servers, and
5. that Rotessa shall not be liable to the Client or any third party for termination of access to the services or for deletion of the Client’s information or account data.

Effect of Termination

This section outlines that Rotessa is not responsible to reimburse you for anything that arises from the termination of your account. It also says that you are still obligated to pay any fees owed to Rotessa.

Rotessa will not be liable to the Client for compensation, reimbursement, or damages in connection with the Client’s use of the services, or in connection with any termination or suspension of the services.

Any termination of this agreement does not relieve the Client of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by the Client to Rotessa as provided in this agreement.

OFAC Compliance

This section outlines Rotessa’s Compliance with OFAC

Before opening an account, and on an ongoing basis, Rotessa will check to ensure that a customer does not appear on the SDN list or is not engaging in transactions that are prohibited by the economic sanctions and embargoes administered and enforced by OFAC. Because the SDN list and listings of economic sanctions and embargoes are updated frequently, we will consult them on a regular basis and subscribe to receive any available updates when they occur. With respect to the SDN list, we may also access that list through various software programs to ensure speed and accuracy.

If we determine that a customer is on the SDN list or is engaging in transactions that are prohibited by the economic sanctions and embargoes administered and enforced by OFAC, we will reject the transaction and/or block the customer’s access to our application.

18. Altering the Agreement

This section outlines the rights of Rotessa to make changes to this agreement at any time.

Rotessa retains the right to alter the existing agreement at any time. The Client’s continued usage of the services provided by Rotessa will imply agreement with the changes.

19. Confidentiality

This section outlines your agreement to not spread any confidential information about Rotessa.

The Client agrees to keep confidential all information concerning Rotessa which may be made known to the Client solely as a result of using any service and which is not generally available to the public.

The Client shall not release any such confidential information without Rotessa’s prior written consent.

20. Waiver

No waiver of any breach of any term of the agreement will be considered to be a waiver of any other breach of such term or any other term of the agreement and no waiver shall be effective unless in writing.

21. Severability

This section outlines that if a part of this agreement is made invalid, you are still bound by the other parts of the agreement.

If any provision of the agreement is declared invalid or unenforceable, the remaining provision shall remain in full force and effect.

22. Representations or Warranties

There are no representations or warranties of any kind by Rotessa except as provided in the agreement.

23. Successors and Assigns

The agreement is binding on Rotessa, our successors and assigns. It is also binding on the Client, their heirs, executors and administrators and other legal representatives, successors and assigns.

The Client must obtain written consent to assign the agreement to another party.

The Client certifies that the information contained in this application is, to the best of the Client’s knowledge, true and correct.

The Client authorizes Rotessa Inc., and/or any of its subsidiaries, to verify with third parties any of the information concerning the Client submitted in this application, including information regarding the Client’s personal credit history.

24. Privacy Policy

This section outlines the ways in which Rotessa may collect personal information from you.

Rotessa may collect personal information from you when you:

• Sign up to use Rotessa;
• Integrate third party software with Rotessa
• Contact us with a comment, question or complaint or subscribe to our email lists.

Rotessa may collect information such as your

• Contact Information such as name, email address, mailing address, phone number and Photo ID (Driver’s license, Passport, etc.)
• Billing Information such as financial institution account number, and billing address
• Financial Information such as bank or brokerage account numbers, types of investments
• Unique Identifiers such as user name, account number, password preferences Information such as product wish lists, order history, marketing preferences
• Additional information such as Credit score and credit history

As is true of most web sites, we automatically gather information about your computer such as your IP address, browser type, referring/exit pages, and operating system.

As well as use third party services to acquire background checks and credit history, credit score, and other financial history for the purpose of verifying your identity in compliance with our Anti-Money Laundering (AML) regulations and Know Your Customer (KYC) requirements.

Integrating third party software

If you choose to integrate third party software with Rotessa, we may collect personal information that your third party accounting software makes available to Rotessa for the purposes of enabling the two platforms to transmit data effectively.

Rotessa Support

This section outlines the ways in which Rotessa may disclose your personal information.

If you contact Rotessa support, whether written or verbal, with a question, comment, or complaint, you may be asked for information that identifies you in connection with your Rotessa account and/or enables us to accurately and effectively answer your question or respond to your comment or complaint. We may also retain this information to assist you in the future.

We may disclose your personal information:

• As required by law such as to comply with a subpoena, or similar legal process
• When we believe, in good faith, that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request
• If Rotessa Inc is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our website of any change in ownership or uses of your personal information, as well as any choices you may have regarding your
  personal information
• Credit agencies
• To any other third party with your prior consent to do so

25. Trademark policy

“Rotessa” is a trademark of Rotessa Inc. Rotessa’s trademark may not be used in any manner other than by our express written or verbal consent.

Rotessa Platform Agreement (Canada)

This agreement outlines the terms and conditions of using The Rotessa Platform and explains how your customers can enable Rotessa to start accepting bank payments through your platform. 

Your integration and use of The Rotessa Platform is subject to your acceptance of the terms and conditions of this Platform Agreement and the Rotessa Client Agreement.

By integrating with The Rotessa Platform, you expressly agree to the terms and conditions of this Platform Agreement, the Rotessa Client Agreement, and any updates or modifications to either of those agreements made by Rotessa. If there is a dispute, this Platform Agreement will prevail over the Rotessa Client Agreement.

This Rotessa Platform Agreement contains terms and conditions relating to your use of the features of The Rotessa Platform. This Agreement supplements the Rotessa Client Agreement, which generally governs your use of the services, and which is incorporated into this Platform Agreement. 

Rotessa may amend this agreement at any time by providing notice to you through our dashboard or other electronic means. The amended agreement is effective at the time we post it and your continued use of Rotessa Platform Service constitutes your acceptance of the amended agreement.

1. Definitions

Rotessa Platform Agreement

The agreement that outlines the terms and conditions of the Rotessa Platform Service.

Rotessa Platform Service

Rotessa Platform Service is a system based on PAD payment technology that we provide to your software platform to integrate bank payments in Canada and the United States. Through Rotessa services, your clients (Rotessa Connected Client) can initiate bank payment transactions from any company or individual’s account in accordance with the regulations of the payment network.

Rotessa Connected Client 

You clients that connect Rotessa from within and through the Rotessa Platform Service.

Rotessa Connected Platform Agreement

The agreement that outlines the terms and conditions for your clients that integrate with the Rotessa Platform Service.

Rotessa Client Agreement

A set of terms and conditions that outline the use of Rotessa to facilitate bank payments.

Calls

Activity and information that is sent between your platform and Rotessa through our API.

Payment Network – NACHA and Payments Canada

The governing body that outlines the rules and regulations of accepting bank payments. In the United States it is NACHA and in Canada, it is Payments Canada.

Integration Fees

This term is used to describe the fee Connected Platforms charge their users for the use of accepting Rotessa payments on their platform.

2. Your Platform Obligations

User Agreement

You are required to clearly outline the use of Rotessa Platform Services to your Connected Rotessa Clients and the calls and activity you will use and in accordance with the Rotessa Platform Agreement. Your agreement must define authorization to make these calls, and to present the Rotessa Connect Client Agreement with an opt-in mechanism. 

Compliance

You will comply with all Payment Network rules and regulations.

Limitations

You and Rotessa are independent of each other. The Rotessa Platform Service does not create any partnership between you and Rotessa. 

Trademarks

You may not make any representation, warranty or commitment on behalf of Rotessa. You may not use any Rotessa logo, or trade or service mark in a manner inconsistent with the Rotessa Platform Agreement.

Eligibility

In order to be eligible for the use of the Rotessa Platform Service, you must be an organized legal entity in Canada or the United States and provide sufficient documentation to authenticate your claim. You will be required to go through the Rotessa Know Your Customer (KYC) process and provide the necessary documentation to assist in this process. 

Financial Responsibility for Payment Activity

You are responsible for all payment activity initiated using the Rotessa Platform Service, including, without limitation, any fraudulent activity. Any payment you send or receive may be reversed according to Rotessa’s own policies and Applicable Law. 

Data Protection & Security

You will comply with our respective obligations under the applicable Data Protection Law and neither of us will knowingly perform our obligations under this Agreement in such a way as to cause the other to breach any of its obligations under the applicable Data Protection Law.

Onboarding Connected Client Accounts

You are responsible to ensure that the necessary information is provided for Rotessa to complete sufficient Know Your Customer process. You must take steps to ensure Connected Rotessa Clients are not in violation of the agreed-upon payment process and have an obligation to report all suspicious activity to Rotessa.

Integration Fees

Rotessa allows you to collect Integration Fees. All fees must be clearly posted and agreed to by the Rotessa Connected Client before any transactions can be processed. We will process your integration fees when funds are settled to Rotessa Connected Clients as per the Rotessa Client Agreement. Fees will be electronically transferred to the nominated account. Rotessa has the right to hold back fees in the event there is suspicion of fraudulent activity until such time the matter has been investigated and resolved.

Suspected Fraud

You must notify Rotessa in the event there is a suspicion of fraud and terminate the account in question until a full investigation has been performed by Rotessa. 

3. Indemnification

You agree to defend and indemnify Rotessa, its employees, and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, including reasonable attorneys’ fees and other litigation expenses if you are in violation of this agreement or due to negligence.

4. Limitations of Liability

Rotessa is not responsible or liable for any errors or omissions in providing Rotessa Platform Service to your Connected Rotessa Clients, which includes delivery services to your Connected Platform Client’s’ customers or any other third parties, or properly describing Rotessa Platform Services, compliance with applicable laws and obligations related to your offering or providing Platform Services; and providing customer service and notifications.

5. Intellectual Property

You and Rotessa allow the other a non-exclusive, licence to use Trademarks on marketing material for the term of this Agreement and in accordance with the terms of this Agreement.

All intellectual property in the Rotessa Platform Service is protected by, without limitation, copyright, industrial design registration, patents, trade secret and other laws, is and remains the property of Rotessa. Rotessa is the exclusive owner of and retains all right, title and interest to the Rotessa Platform Service and Rotessa APIs. There are no implied licenses under this agreement. 

6. Representations and Warranties

In addition to the representations and warranties of the Rotessa Platform Agreement, you represent and warrant to Rotessa that you will (a) obtain authorization from a Rotessa Connected Account for all Calls initiated on its behalf, and for the use of any connected data obtained through or used with Rotessa Platform Service, by you, your employees, and your agents; (b) dutifully comply with the onboarding obligations described in this Rotessa Platform Agreement; and (c) not use Rotessa or knowingly permit the use of services by Connected Rotessa Clients in a manner that is fraudulent, unlawful, deceptive or abusive.

7. Fees & Payment Terms

Rotessa will charge you based on the following fee structure.

Fees will be charged to your nominated bank account on or after the 4th of the following month of usage. 

8. Termination or Suspension 

Either Rotessa or you may terminate this agreement at any time by providing the other party with a written notice of termination. Termination is not complete until all pending Rotessa payments in accordance with this agreement have been completed. Paid fees will not be refunded or prorated upon termination. Rotessa may also suspend the services and access to Rotessa Platform Service if:

1. Your Platform  has violated the terms of this agreement, any other agreement you have with Rotessa, or Rotessa’s policies,
2. Your Platform is deemed to be an unacceptable credit or fraud risk to Rotessa, or
3. Your Platform provided any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct, or
4. Rotessa is served with any demand, attachment, garnishment or other order that requires Rotessa to pay any funds that Rotessa would have otherwise paid or advanced to your Platform, or a receiver or receiver-manager is appointed for any of the Platforms property, or your Platform is bankrupt or insolvent, or any proceeding is commenced by or against your  Platform under any bankruptcy, insolvency or winding up the statute.

9. Notices

All notices can be sent to legal@rotessa.com. 

10. Taxes

Rotessa fees are exclusive of any applicable sales or value-added tax, except as expressly stated to the contrary. You are responsible for determining what, if any, taxes or fees apply in connection with your Connected Rotessa Clients’ use of Rotessa Platform Service.

Rotessa Connected Platform Client Agreement (Canada)

This agreement outlines the terms and conditions of using The Rotessa Connect Platform and explains how to enable Rotessa to start accepting bank payments through our Third Party Platform Partners.

Your integration and use of The Rotessa Connect Platform is subject to your acceptance of the terms and conditions of this agreement and the Rotessa Client Agreement which governs the general use of Rotessa.

By integrating with a Rotessa Connected Platform, you expressly agree to the terms and conditions of this agreement, the Rotessa Client Agreement, and any updates or modifications to either of those agreements made by Rotessa. If there is a dispute, this Rotessa Connected Platform  Agreement will prevail over the Rotessa Client Agreement.

This Rotessa Connected Platform Agreement contains terms and conditions relating to your use of the features of The Rotessa Platform. This agreement supplements the Rotessa Client Agreement, which generally governs your use of the services, and which is incorporated into this Rotessa Connected Platform Agreement. 

Rotessa may amend this agreement at any time by providing notice to you through our dashboard or other electronic means. The amended agreement is effective at the time we post it and your continued use of Rotessa  Connected Platform Service constitutes your acceptance of the amended agreement.

1. Definitions

Rotessa Platform Agreement

The agreement that outlines the terms and conditions of the Rotessa Platform Service.

Rotessa Platform Service

Rotessa Platform Service is a system based on PAD payment technology that we provide to your software platform to integrate bank payments in Canada and the United States. Through Rotessa services, your clients (a Rotessa Connected Client) can initiate bank payment transactions from any company or individual’s account in accordance with the regulations of the payment network.

Rotessa Connected Client 

You clients that connect Rotessa from within and through the Rotessa Platform Service.

Rotessa Connected Platform Agreement

The agreement that outlines the terms and conditions for your clients that integrate with the Rotessa Platform Service.

Rotessa Client Agreement

A set of terms and conditions that outline the use of Rotessa to facilitate bank payments.

Calls

Activity and information that is sent between your platform and Rotessa through our API.

Payment Network – NACHA and Payments Canada

The governing body that outlines the rules and regulations of accepting bank payments. In the United States it is NACHA and in Canada, it is Payments Canada.

Integration Fees

This term is used to describe the fee Connected Platforms charge their users for the use of accepting Rotessa payments on their platform.

Third-Party Platform Partners

Platforms that have completed and integrated into our Rotessa Platform Service.

2. Your Obligations

You are solely responsible for – and Rotessa disclaims all liability for – the provision of any goods or services sold to your customers. You are financially liable to Rotessa for all payments and chargebacks. 

You acknowledge that by using your Rotessa Connected Platform Service, you may disclose and share data with our Third Party Platform Partners.  When receiving data from Third Party Platform Partners, Rotessa may use the data in accordance to our Rotessa Client Agreement. 

Rotessa is not responsible for Integration Fees charged to you by the Third Party Rotessa Partner and should be made clear to you on your agreement with our Third Partner Platform Partner.

3. Limitations on Rotessa’s Liability

Rotessa is not liable for the actions or omissions of any Rotessa Platform Partners in providing services to you or your customers, or for any non-compliance by a Connected Platform as outlined in the Rotessa Platform Service Agreement. 

The agreement will begin when you register your Rotessa account with a Third Party Platform Partner and will end when you or Rotessa terminates the agreement as outlined in the Rotessa Client Agreement.

Rotessa may amend this agreement at any time by providing notice to you through our dashboard or other electronic means. The amended agreement is effective at the time we post it and your continued use of Rotessa Platform Service constitutes your acceptance of the amended agreement.

Connected Accounts

You must ensure that each Third Party Platform Partner provides you with a legal contract with the terms and conditions of their service and their relationship to Rotessa. This includes but is not limited to the use of data and your Rotessa Client Account, all fees, and how they will protect your data.

4. Termination or Suspension 

Either Rotessa or you may terminate this agreement at any time by providing the other party with a written notice of termination. Termination is not complete until all pending Rotessa payments in accordance with this agreement have been completed. Paid fees will not be refunded or prorated upon termination. Rotessa may also suspend the services and access to Rotessa Connect Service if:

1. You  have  violated the terms of this agreement, any other agreement you have with Rotessa, or Rotessa’s policies,
2. You are deemed to be an unacceptable credit or fraud risk to Rotessa, or
3. You provided false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct, or
4. Rotessa is served with any demand, attachment, garnishment or other order that requires Rotessa to pay any funds that Rotessa would have otherwise paid or advanced to you.