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.

Per Transaction $.30
Per Returned Item for NSF, Stopped Payment or Agreement Terms Not Met $29.00

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.