Last updated: April 17, 2020

This Services Agreement (“Agreement”) supplements the Blackbaud Payment Services Terms (“BBPS Terms”) in force between Blackbaud and the person or legal entity identified in the BBPS Terms (“you”). This Agreement creates a separate agreement between you, Blackbaud and Stripe Payments Australia Pty Ltd A.C.N. 160 180 343 (“Stripe”). Capitalized terms in this Agreement not defined inline are defined in Exhibit A, and otherwise have the meanings given in the BBPS Terms.

1. Purpose of this Agreement

This Agreement governs your use of the Stripe Services and management of your Stripe Account by Blackbaud. This management includes use and administration of data about you or your Transactions provided to Stripe (“Data”) and initiating Activity. As used in this Agreement, any action submitted to Stripe on your behalf is referred to as “Activity,” which includes initiating Charges or Refunds, handling Disputes, and other functions available through the Stripe Services.

You represent to Stripe that all of the information that you provide to Blackbaud is and will be accurate and complete. You agree to the terms and conditions provided in this Agreement, and understand that your use of the Stripe Services is subject to your acceptance of these terms and conditions.

2. Stripe Connect — Your Stripe Account

Stripe Connect allows Blackbaud to help you access the Stripe Services into your site or application. In order to enable your access to the Stripe Services, you need to have an account with Stripe (“Stripe Account”). You delegate the creation and management of your Stripe Account to Blackbaud, and Blackbaud may use Stripe Connect for these purposes. Despite your delegation, you remain responsible and liable for all Activity that occurs in relation to your Stripe Account.

3. Payment Method Providers and Financial Services Providers

Your use of the Payment Processing Services is subject to additional terms that apply between you and one or more of Stripe, a Stripe Affiliate, and a Payment Method Provider. Stripe partners with financial institutions (each a “Financial Services Provider”), Payment Method Providers and Payment Method Acquirers to provide the Stripe Services. A Financial Services Provider may have specified additional terms and conditions (“Financial Services Terms”) applicable to that provider’s services. Your use of a Payment Method may be subject to separate terms applicable to the Payment Method (“Payment Terms"). For example, Visa and Mastercard require you to enter into an agreement with the Payment Method Acquirer for Visa and Mastercard Transactions. [The Financial Services Terms and Payment Terms are located at https://stripe.com/blackbaud/legal,] and may be amended from time to time. Your use of the Stripe Services constitutes your acceptance of the relevant Financial Services Terms and Payment Terms. Additionally, a Payment Method Provider may enforce the terms of this Agreement directly against you.

For American Express Transactions, if your American Express Transaction volume exceeds a threshold amount set by a American Express, American Express may convert you to a direct American Express merchant, which means that your acceptance of American Express Transactions will be governed by American Express’ then-current Card Acceptance Agreement, and your pricing and other fees for the acceptance of American Express Transactions will be directly agreed between you and American Express. In the event of such conversion, your relationship with Stripe will not be otherwise affected, and Stripe will continue to process your American Express Transactions in accordance with this Agreement.

4. Your Obligations

You must comply with all applicable Laws, payment network rules (including the Payment Method Rules), agreements with third parties that are binding on you, and this Agreement when using the Stripe Services. You are solely responsible for, and Stripe disclaims all liability for, your provision of the goods or services to your customers, or receipt of bona fide charitable donations, as well as any obligations you may owe to your customers or donors. This may include providing customer service, notification and handling refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Stripe Services. You are financially liable for Disputes, Refunds, Reversals, and any penalties or fines that arise from your use of the Stripe Services or imposed on you or on Stripe in relation to your Stripe Account, by Stripe or any Payment Method Provider or Payment Method Acquirer.

You will provide such information concerning your business and your compliance with the terms and provisions of this Agreement as Blackbaud may reasonably request.

You will not impose an excessive fee or surcharge on a customer that seeks to use an eligible payment card. If you impose a fee or surcharge it must be limited to reflect your costs for the use of such payment card. If you levy an additional charge or offer a reduction in cost to your customers for using a particular eligible payment card, this information must be advised to your customers before the start of the payment transaction. Unless we have agreed to do so, you will provide a receipt to the customers (without charging a fee for such receipt) at the conclusion of the purchase transaction that includes all information required under Financial Services Terms, Payment Terms and applicable Law. If you are notified that you must prepare a receipt, you must ensure the information contained in the receipt is (a) identical with the information on any other copy; and (b) legibly includes the information notified to you. You must provide Stripe with the transaction receipt and any other required evidence of the transaction within seven (7) days if you are asked by Stripe to provide it. If You wish to change your Internet or email address, or telephone number appearing on the transaction receipt, you must notify Stripe in writing at least fifteen (15) business days prior to the change taking effect.

You will submit all card transactions for processing no later than three (3) days from the date of authorisation. You will maintain appropriate records of all card transactions for a period of at least five (5) years from the date of the transaction.

5. Transaction Initiation and Settlement

You may only submit Transactions that are authorized by your customers or donors. You are responsible for any losses incurred due to fraudulent purchases made in connection with your use of the Stripe Services. The relevant Financial Services Provider will hold settlement funds in a clearing account, and you authorize Stripe to direct the Financial Services Provider on how and when to disburse funds in accordance with this Agreement. After the initial settlement of funds, we will settle funds to the Payout Account according to the Payout Schedule; however, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay settlement for any reason, and we are not responsible for such delay. You appoint Stripe as your payments agent for the limited purposes of directing, receiving, holding and settling payment card proceeds to you, and you agree that Stripe’s receipt of payment processing proceeds satisfies your customers’ or donors’ obligations to make payment to you. You will not submit a Transaction for settlement if you receive a negative authorization or if the Payment Method has expired or is invalid. Stripe will direct the Financial Services Provider to transfer settlement funds to your Payout Account, net of fees, Disputes, and amounts owed.

You will identify Stripe as your agent for the purposes of providing the Stripe Services to you.

You may use functionality on the Stripe Services that enables you to receive recurring or subscription payments from your customers or donors. If you use the Stripe Services to submit recurring or subscription Charges, you agree to comply with applicable Laws and Payment Method Rules, including clearly informing customers or donors in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.

We may offer Stripe Services that allow you to send Transfers to others (“Recipient Account”). You agree to appoint Stripe (or a Financial Services Provider designated by Stripe) as your agent to send Transfers to Recipient Accounts on your behalf. You understand and agree that: (i) we will only pay Recipient Accounts with funds that are available for Transfer; (ii) we may condition any Transfers to Recipient Accounts on verification of the owner’s identity, verification that an owner may legally receive a Transfer, or in any manner or for any other purpose; (iii) you are solely responsible for determining the accuracy and completeness of any instructions you provide us for a Transfer to a Recipient Account (including without limit any information about the Payout Account or Recipient Account); and (iv) unless otherwise agreed upon between you and us, you are solely responsible for any obligations that you contractually or legally owe to an owner of a Recipient Account, including providing payment or forms related to taxes owed by you or a third party. You affirm that: (i) you will not make any Transfers to or on behalf of Restricted Businesses; and (ii) any information or authorisation you provide to us about each Recipient Account is complete and accurate. You agree to not make any claims against us, and to fully reimburse us for any losses we incur that result from your use, or failure to properly use the Stripe Services to make Transfers to Recipient Accounts.

6. Actions Stripe May Take in Processing Transactions

Stripe may withhold the amount of a potential Dispute from settlement funds owed to you under this Agreement if Stripe reasonably believes that a Dispute is likely with respect to any Transaction. If you incur excessive Disputes, breach this Agreement, or present an unacceptable level of risk, each as reasonably determined by Stripe, Stripe may do any or all of the following: (i) initiate a Reversal; (ii) withhold potential Dispute amounts until the Dispute is resolved; (iii) require that Blackbaud establish, fund and use a reserve account to satisfy your obligations or potential obligations under this Agreement; or (iv) require that Blackbaud suspend or terminate your ability to continue to submit Transactions for authorization.

If you misuse the Payment Processing Services for payment card Transactions or engage in activity the Networks identify as damaging to their brand, or if we are required to do so by the Payment Method Rules, we may submit information about you, your representatives and other individuals associated with your Stripe Account, to the MATCH terminated merchant listing maintained by Mastercard and accessed and updated by Visa and American Express.

7. Fees and Taxes

The BBMS Processing Fees incorporate fees for your use of the Stripe Services. Stripe does not set the BBMS Platform Fees, which are solely controlled by Blackbaud.

You have sole responsibility for: (i) determining what, if any, taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Stripe Services (“Taxes”); and (ii) assessing, collecting, reporting, and remitting Taxes to the appropriate tax and revenue authorities. If Stripe is required by Law to withhold any Taxes, Stripe may deduct such Taxes from the amount otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide Blackbaud with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. You must provide accurate information regarding your tax affairs as reasonably requested by Blackbaud and/or Stripe.

Your receipt of the Stripe Services may trigger an obligation for Stripe to provide certain notices or forms, including tax invoices or forms, to you. You appoint Blackbaud as your agent for the limited purpose of receiving any such notices and forms on your behalf. You agree that Stripe’s delivery of such required forms or notices to Blackbaud satisfies any obligation Stripe has to make delivery of these notices or forms to you. Blackbaud will make the necessary information available to you in a manner consistent with applicable Law.

8. IP Rights

As between the parties, Stripe owns all right, title and interest, including all IP Rights, in and to the Stripe Services, the Stripe Platform, the Stripe website, the Stripe trademarks and all other services offered by Stripe. Stripe grants you during the term of this Agreement a limited, non-exclusive, worldwide, royalty-free, non-transferable license, without the right to sublicense, to electronically access and use the Stripe Services solely to accept and receive payments in compliance with this Agreement and the BBPS Terms. Without limiting the previous sentence, the Stripe Services may only be used to accept payments using payment cards for bona fide legal commercial transactions between you and your customers for goods and services that are free of liens, claims, and encumbrances or to accept bona fide donations. Except as expressly permitted by Law, you must not: (i) work around any of the technical limitations of the Stripe Services or enable functionality that is disabled or prohibited; (ii) reverse engineer or attempt to reverse engineer the Stripe Services; or (iii) perform or attempt to perform any actions that interfere with the normal operation of the Stripe Services or affect use of the Stripe Services by Stripe’s other users.

9. Data

You understand and agree that Stripe and Blackbaud will share Data about you and the Activity related to your Stripe Account. This may include information you provide to create your Stripe Account, or information about Transactions submitted by your customers or donors. You consent to Stripe’s disclosure of Data to Financial Services Providers, Payment Method Providers and Payment Method Acquirers and to Stripe’s service providers to facilitate the provision of the Stripe Services to you, to verify your eligibility to use the Payment Processing Services, and to establish any necessary accounts or credit with Payment Method Providers and Payment Method Acquirers. Stripe may also share your Data with Payment Method Providers and Payment Method Acquirers for the purpose of facilitating the compliance of Stripe, the Payment Method Providers, and the Payment Method Acquirers with applicable Laws and Payment Method Rules. You also consent to Stripe’s use of the Data to mitigate fraud, financial loss, or other harm, and to analyze and improve Stripe’s products, systems, and tools. You affirm that you have obtained all necessary rights and consents to allow Stripe to collect, use, retain, and disclose Data in accordance with this Agreement and the Stripe Privacy Policy.

You are responsible for the security of all Data in your possession, and may only use such Data in conjunction with the Stripe Services and as permitted by this Agreement or by the BBPS Terms. If Stripe reasonably believes that an unauthorized access of Data in your possession or control has occurred, you will cooperate with Blackbaud and Stripe to provide information Stripe reasonably believes is necessary to help mitigate the impact of such access (which may include providing information or assistance that an auditor makes to you as part of a security audit, as may be shared with Stripe’s Payment Method Providers and Payment Method Acquirers), and Blackbaud and/or Stripe may take such steps as are reasonable to address the unauthorized access.

10. Confidentiality

Each of Stripe and you (“Receiving Party”) will take all reasonable precautions to protect information that is identified as confidential, or that ought reasonably to be regarded as confidential (“Confidential Information”) of the other party (“Disclosing Party”), including all precautions Receiving Party employs with respect to its confidential materials of a similar nature. Receiving Party may not disclose Disclosing Party’s Confidential Information to any third party, except: (i) to Receiving Party’s Affiliates; and (ii) where Stripe is Receiving Party, to Financial Services Providers, Payment Method Providers, and their respective Affiliates, and to Stripe’s service providers. In all cases, Receiving Party must ensure that the third party recipients do not use or disclose the Confidential Information other than in accordance with the terms of this Agreement. Receiving Party may also disclose Disclosing Party’s Confidential Information to the extent required by Law or court order, provided that Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has, to the extent reasonably possible, allowed Disclosing Party to participate in the proceeding.

The restrictions and obligations in the previous paragraph will not apply with respect to any information that Receiving Party documents: (i) is, through no improper action or inaction by Receiving Party or any Affiliate, agent, consultant or employee, generally available to the public; (ii) was in its possession or known by it without restriction prior to receipt from Disclosing Party; (iii) was rightfully disclosed to it by a third party; or (iv) was independently developed without use of or reference to any Confidential Information of Disclosing Party by employees of Receiving Party who have had no access to such information.

Stripe shall use any information relating to You collected by Stripe during the performance of this Agreement strictly for the purposes of (i) providing the Stripe Services to you, other Stripe users, and customers (ii) mitigating fraud, financial loss or other harm; and (iii) analyzing, developing and improving Stripe’s products, systems, and tools, and for no other purposes. The information Stripe may use for the purposes set forth in (iii) herein shall be restricted to any: (A) metrics (in any format or context) regarding the usage, performance, or transaction-level information relating to the Stripe Services (including, but not limited to, transaction volume and amounts for your Stripe Account); and (B) aggregated or anonymized data. Stripe provides Data to third-party service providers, including Payment Method Providers, Payment Method Acquirers, and their respective Affiliates, as well as to Stripe’s Affiliates, to allow us to provide the Stripe Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to Stripe’s use of Data for the purposes and in a manner consistent with this paragraph.

You may not disclose the terms of this Agreement to any third party without the Stripe’s prior written permission, except to your professional advisors under a strict duty of confidentiality or as necessary to comply with Law.

11. Representations and Warranties

You represent and warrant to Stripe that you: (i) have the right, power, and ability to enter into and perform under this Agreement; (ii) have all necessary rights and consents to grant the rights and licenses granted under this Agreement, and to allow Stripe to provide the Stripe Services; (iii) will comply with all Laws applicable to your business and your use of the Stripe Services; (iv) will comply with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standard (PA-DSS), as applicable; (v) will comply with the Financial Services Terms, Payment Terms and Payment Method Rules; (vi) and your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (vii) will not use the Payment Processing Services for personal, family or household purposes, for peer-to-peer money transmission, or (except in the normal course of business) intercompany Transactions; and (viii) do not and will not conduct or transact with a business or business practice identified by Blackbaud as prohibited, or uses of the Stripe Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States or Australia.

12. Indemnity

Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.

You will defend Stripe, its Affiliates, and the directors, employees and agents of each (the “Stripe Parties”) from any claim, suit, demand, action, investigation or proceeding brought by a third party to the extent arising out of or relating to any (i) breach of any of your representations, warranties or obligations under this Agreement; (ii) your use of the Stripe Services, including any Refunds, Reversals, Disputes, and any fees, penalties or fines imposed on Stripe by any Payment Method Provider, Financial Services Provider or government entity as a result of your use of the Stripe Services; (iii) your failure to describe or deliver goods or services as required by Law (including contractual obligations to your customers or donors); or (iv) your negligence, willful misconduct, or fraud, (each, a “Claim Against Stripe”). You will indemnify the Stripe Parties for damages, liabilities (including reasonable attorneys’ fees), penalties and fines paid or incurred by Stripe to the extent arising out of a Claim Against Stripe.

13. Disclaimer and Limitation on Liability

Except as expressly provided in this Agreement, and to the maximum extent permitted by Law, neither party makes any warranties to the other party, and each party disclaims all warranties, oral or written, express, implied or statutory, with respect to its performance under this Agreement, fitness for a particular purpose, non-infringement, and implied warranties arising from any course of dealing, course of performance or usage in trade. In addition, and without limitation, Stripe is not responsible for Blackbaud’s acts or omissions in providing services to you or your customers or donors.

To the maximum extent permitted by Law, and despite anything in this Agreement to the contrary, in no event will Stripe or its Affiliates be liable in relation to this Agreement or the Stripe Services, whether in contract, negligence, strict liability or other legal or equitable theory, for: (i) any indirect, incidental, exemplary, special, reliance or consequential damages, loss of profits or loss of data, even if advised of the possibility of these damages; or (ii) for any direct losses or damages in excess of the aggregate amount of fees received by Stripe pursuant to this Agreement during the three month period immediately preceding the event giving rise to the claim for liability. These limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

To the extent that you acquire goods or services from Stripe as a consumer within the meaning of the Australian Consumer Law, you have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted or modified by agreement. To the extent that the Australian Consumer Law permits Stripe to limit its liability, then Stripe’s liability shall be limited to: (a) in the case of services, supplying the services again or payment of the cost of having the services supplied again; and (b) in the case of goods, replacing the goods, supplying equivalent goods or repairing the goods, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.

14. Other General Legal Terms

a. Term, Termination, and the Effects of Termination. The term of this Agreement will begin when your Stripe Account is created, and will have the same duration as the BBPS Terms, unless terminated by Stripe, as described in this Agreement. Stripe may terminate this Agreement (i) where you are in breach of this Agreement and fail to cure the breach upon 30 days’ notice by Stripe (such notice only being required if curing the breach is feasible); (ii) upon 120 days’ notice for any reason (including any activity that may create harm or loss to the goodwill of a Payment Method); (iii) where you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; or (iv) where required to do so by a Financial Services Provider, a Payment Method Provider, a Payment Method Acquirer, or under court or legal order. A Payment Method Provider or Payment Method Acquirer may terminate your ability to accept its Payment Method, at any time and for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of a Payment Method), in which case you will no longer be able to accept the Payment Method under this Agreement. All provisions giving rise to continuing obligations will survive termination of this Agreement.

b. Reporting. Some Payment Method Providers maintain lists of merchants who have had their merchant agreements or card acceptance rights terminated for cause. If this Agreement is terminated for cause, you acknowledge that Stripe may be required to report your business name and the names and other information regarding its principals to the Payment Method Providers for inclusion on such list(s). You expressly agree and consent to such reporting if Stripe terminates this Agreement under Section 14a(i), (iii) or (iv), or for any other reason specified as cause by Visa or MasterCard. Furthermore, you agree to waive and hold Stripe harmless from and against any and all claims which you may have as a result of such reporting.

c. Binding Arbitration. Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the Resolution Institute Arbitration Rules. Unless the parties agree upon an arbitrator, either party may request a nomination from the Chair of Resolution Institute. The place of the arbitration will be Melbourne, Australia. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

d. Right to Amend. Stripe may reasonably amend this Agreement with prospective effect. Notices of amendments will be provided via Blackbaud. You agree that any changes to this Agreement will be binding on you within 7 days of such notice. Your continued use of the Stripe Services constitutes your consent to any such changes to the Agreement.

e. Assignment. You may not assign or attempt to assign this Agreement without Blackbaud’s prior written consent.

f. Entire Agreement. This Agreement constitutes the entire agreement between you, Blackbaud and Stripe with respect to the Stripe Account that is created and managed on your behalf by Blackbaud. These terms and conditions describe the entire liability of you and Stripe, and set forth your exclusive remedies with respect to this scope. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable Law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Law, and the remaining provisions will continue in full force and effect.

g. Notices. Unless otherwise stated in this Agreement, all notices under this Agreement will be given by email. For Stripe, the email address will be notices\@stripe.com, and for you, your email address will be the address you provided to Blackbaud. Notices sent to you under this Agreement will be sent by Stripe through Blackbaud. Notice is effective one business day after sending by email.

h. Additional Services. From time to time, Blackbaud may provide you with access to additional features or services offered by Stripe, which may be subject to additional or different terms of service and fees, including features or services that are identified as “beta” or prerelease. You may not use additional features and services unless you agree to the applicable terms. You understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. Despite any other provision of this Agreement, any use of or reliance on beta or pre-release features or services is done at your own risk and is provided as is and without warranty of any kind.

i. Force Majeure. Stripe will not be liable for delays in processing or other nonperformance to the extent caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, acts of nature, or other causes over which Stripe has no reasonable control.

j. Legal Fees. In any action or suit to enforce or to interpret this Agreement, the prevailing party is entitled to recover its reasonable legal costs.

k. Severability. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.

l. Cumulative Rights, Construction, Waivers. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, in equity or under the Payment Method Rules. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation.” The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

m. No Agency. Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Payment Method Provider. Each party to this Agreement, and each Payment Method Provider, is an independent contractor. Unless a Payment Method Provider expressly agrees, neither you nor we have the ability to bind a Payment Method Provider to any contract or obligation, and neither party will represent that you or we have such an ability.

EXHIBIT A - DEFINITIONS

“Affiliate” means an entity controlling, controlled by, or under common control with the applicable party.

“Charge” means a credit or debit instruction to capture funds from an account that a customer or donor maintains with a bank or other financial institution in connection with a Transaction.

“Dispute” means an instruction initiated by the customer or donor to reverse or invalidate a processed Charge incurred in a Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers).

“IP Rights” means all copyrights, patents, trademarks, trade secrets, moral rights and other intellectual property and proprietary rights.

“Law” or “Laws” means all laws, rules, regulations and other binding requirements of any governmental authority with jurisdiction.

“Payment Method” means a type of payment method that Stripe accepts as part of the Payment Processing Services, such as credit card, debit card and BECS.

“Payment Method Acquirer” means a financial institution that is authorized by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from customers on behalf of the Payment Method Provider, and routing these Charges to the Payment Method Provider.

“Payment Method Provider” means the provider of a Payment Method, such as Visa, MasterCard and American Express.

“Payment Method Rules” means the guidelines, bylaws, rules, and regulations, as in effect at the time of a Transaction, set by the Payment Method Provider for the use of a Payment Method, and includes, in relation to credit cards, the payment card network operating rules specified by the Visa Rules and Regulations Rules specified by Visa U.S.A., Inc. and Visa International ("Visa"), the Mastercard Rules specified by MasterCard International Incorporated ("Mastercard"), and the American Express Merchant Operating Guide specified by American Express. Collectively, Visa, Mastercard, and American Express are referred to in this Agreement as the "Networks.

“Payment Processing Services” means the services offered by Stripe that enable you to accept payments from your customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.

“Payout Account” means the bank or other financial institution account that you designate to receive settlement funds.

“Payout Schedule” means the time it takes for Stripe to initiate settlement to your Payout Account.

“Refund” means the full or partial reversal of a Charge incurred in a Transaction that is initiated by you.

“Reversal” means an instruction initiated by a Payment Method Provider, a Payment Method Acquirer or us to return funds for an existing Charge because: (a) the Transaction is invalidated by the Payment Method Provider; (b) the settlement funds were sent to you in error for any reason; (c) the customer or donor did not have authorization to send the payment; or (d) you received the payment for activities that violated the Payment Method Rules, this Agreement or any other agreement you have with Stripe.

“Stripe Platform” means the hardware, software and other technology that Stripe owns or licenses and which Stripe uses to provide the Stripe Services.

“Stripe Services” (and “Services”, as used in the Financial Services Terms and Payment Terms) means the services offered by Stripe, and includes the Payment Processing Services, analytics and other business services as made available to you by Stripe via Blackbaud.

“Transaction” means a Payment Method request initiated by you via the Stripe Platform with respect to a payment from a customer or donor to you, and includes the authorization, settlement and if applicable, Disputes, Refunds and Reversals, with respect to that Payment Method request.

“Transfer” means an instruction to credit funds to or debit funds from an account you designate with a Financial Services Provider.

Direct Debit Request Service Agreement

Debiting your account
In the event that the net activity in your account on a day is negative, or Stripe needs you to fund your account for any other reason relating to the Stripe Services Agreement, you authorise and request Stripe to debit your Bank Account by using the Bulk Electronic Clearing System (BECS).

Transfers to your Bank Account will come from Stripe (Direct Entry User Number: 507156) and the timing of the transfers will be according to your Payout Schedule. If you’d like details in advance of transfers (both debits and credits), Stripe offers this as a service that you can subscribe to.

Your responsibilities
It’s your responsibility to:
1. Check whether or not your Bank Account can accept debit and credit transfers through BECS
2. Ensure that your account has sufficient funds to allow for a debit transfer
3. Check your bank statement account details and to verify that all amounts are correct

If transfers are returned to Stripe by your bank, we may charge you a fee according to your Fee Schedule, in addition to any fees your bank may charge. If a debit transfer is returned to Stripe because your Bank Account has insufficient funds, it is your responsibility to fund the Bank Account so that we can re-process the debit transfer.

Inquiries, Errors, and Disputes
If you believe there has been an error in debiting your account, you should notify us. You can also notify your bank. If there has been an error, we’ll arrange with your bank to adjust your account and we’ll notify you of the amount of the adjustment. If we don’t find an error, we’ll respond to your query with evidence of the correctness of the transfer.

Changes to this Direct Debit Request and Service Agreement
Stripe will provide you with at least 14 days’ notice before any changes to this Direct Debit Request Service Agreement. If you’d like to amend this Direct Debit Request Service Agreement or to request that a transfer be deferred or altered, you can do so by emailing us, and we will make the change within 5 business days. You can also request that a transfer be stopped, cancelled, or deferred through your bank.

Privacy
Information relating to this Direct Debit Request Service Agreement is treated according to Stripe’s Privacy Policy.