Common use of NACHA Rules Clause in Contracts

NACHA Rules. Unless you have separately contracted with us as third party sender, you agree that all ACH Entries you request us to originate are the result of bona fide business transactions between you and your customer and no such Entries are, directly or indirectly, for the benefit of any third party, whether in a service bureau or other context. You understand that you will be considered the Originator of ACH transactions submitted hereunder. Each time you use the Service, you agree to comply with all rules and operating guidelines of NACHA (the “NACHA Rules”) which are applicable to Originators (capitalized terms not otherwise defined herein shall have the meaning set forth in the NACHA Rules) and you warrant that each Entry complies with NACHA Rules. You make the same warranties to us as we make under Section 2.2 (or any successor section) of the NACHA Rules. You agree not to initiate Entries that violate the laws of the United States. You are responsible for promptly handling and, if necessary, responding to and resolving at your own expense any Special Handling Claims (as defined below). The NACHA Rules contain special requirements and impose additional obligations on us when we act as the Originating Depository Financial Institution (“ODFI”) for you with respect to certain Entry codes. You will be deemed to have made the additional representations and warranties, and agreed to the additional covenants and agreements, contained in the NACHA Rules that are applicable to the codes and types of Entries you submit to us. You specifically agree to comply with any requests by us for information required by the NACHA Rules. International bound transactions are Entries that involve a financial institution that is not located within the territorial jurisdiction of the United States. These international payment transactions are identified by a Standard Entry Class (SEC) Code IAT. IAT originators are required to include specific information defined within the Bank Secrecy Act’s “Travel Rule” to ensure that all parties to the transactions have the information necessary to comply with the U.S. law, which includes the programs administered by the Office of Foreign Assets Control and the U.S. Department of Treasury’s Financial Crimes Enforcement Network. Receiving Depository Financial Institutions, Gateway Operators, us as the ODFI, and other parties involved with IAT Entries also have obligations under and have to comply with the NACHA Rules and the U.S. law for IAT Entries. With respect to each Entry submitted to us, you represent and warrant to us that you have conducted a thorough examination of Receiver and other third party relationships to identify and confirm that no transactions will result in a transfer of funds to or from a party or financial agency outside the territorial jurisdiction of the United States. You agree not to act as a Gateway Operator, not to send any IAT Entries, and not to process any international ACH transactions. You shall retain data on file adequate to permit remaking of Entries for seven (7) days following the date of their transmittal to us, and shall provide such data to us upon request. Without limiting the generality of the foregoing, you specifically agree to be bound by and comply with all applicable provisions of the NACHA Rules regarding the retention of documents or any record, including your responsibilities to retain all items, source documents, and records of authorization in accordance with the NACHA Rules.