Revision May 25, 2022 brz/p
ACKNOWLEDGEMENT. IN ADDITION TO THE YARDI BREEZE TERMS, BY USING YARDI BREEZE PAYMENT PROCESSING SERVICES INCLUDING (BUT NOT LIMITED TO) RENT PAYMENT SERVICES, PAYMENT PROCESSING, OR ANY OTHER PAYMENT OPTIONS THAT MAY BE AVAILABLE THROUGH YARDI BREEZE, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THESE PAYMENT PROCESSING TERMS AS TO THE PAYMENT SERVICES YOU CONFIGURE AND USE. WITH RESPECT TO CREDIT CARD OR PAD TRANSACTIONS, YARDI IS ENTERING INTO THE PAYMENT PROCESSING TERMS ON BEHALF OF AND AS AN AGENT OF THE APPLICABLE ACQUIRER.
THESE PAYMENT PROCESSING TERMS MAY BE UPDATED AND REVISED ONLINE FROM TIME TO TIME AND YOUR CONTINUED USE OF PAYMENT SERVICES THROUGH YARDI BREEZE CONSTITUTE YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THE THEN-CURRENT VERSION OF THESE PAYMENT PROCESSING TERMS.
1. Definitions. Capitalized terms used but not defined in these Payment Processing Terms shall have the meanings given to them in Section 17 below.
2. Payment Processing.
a. You may select the types of Transactions available to Users from among the available configurations within Yardi Breeze. Please note that some of the Transaction configurations covered by these Payment Processing Terms may not yet be available to you and are subject to Applicable Law.You agree that the Payment Processing Terms shall govern your use of Yardi’s Payment Services in Canada. As indicated in the Payment Processing Terms, you are required to initial certain terms. You acknowledge and agree that your agreement to these Terms shall fulfill such requirement on a continuing basis, including as to any updates to the Payment Processing Terms.
b. Transactions and Sweeps. All credit card and debit card Transactions shall be processed through Yardi’s master merchant account with Payroc. You will generally receive Sweeps of your: (i) MasterCard, American Express and Visa credit card funds and debit card funds from your sponsored-merchant account(s) within four business days after such Transaction(s) and (ii) all EFT and other Transaction funds within four business days.
c. Payment. Within Yardi Breeze, Payment of Fees is the responsibility of User and these Fees will not appear in your general ledger.
d. Chargebacks. You acknowledge and agree that you are fully liable for all charges, Chargebacks, disputes and other customer service issues relating to Transactions made via Payment Services.
3. Your Representations and Warranties. You represent, warrant and covenant to each of the following:
a. Your Authorizations. In connection with the Payment Services, you expressly authorize (i) Yardi to accept any Payment Network-branded card or other payment method that Yardi makes available to Users through the Payment Services, in Yardi’s sole discretion, to submit charges on such payment methods on your behalf, and to receive settlement from Payroc for authorized charges; (ii) the Acquirer to establish a reserve against you at any time for any reason; and (iii) Yardi or Payroc to debit your bank account in accordance with the your PAD Agreement. You acknowledge that Yardi’s approval of your use of the Payment Services is subject at all times to the approval of the Acquirer and/or a Payment Network.
b. Bank Information. You shall provide Yardi with complete and accurate bank information and shall keep such bank information up-to-date with Yardi at all times, including the details of your PAD Account and your FI (as those terms are used in Section 10(a)). Failure to do so may result in payments being misdirected, withheld, or returned to Users. Yardi shall in no event be liable for any damages directly or indirectly resulting from incorrect bank information or payment instructions provided by you. You agree that Yardi may share this information with third-party payment processors.
c. Compliance. Your business is a legitimate business and you will use the Payment Services only for legal purposes and in compliance with all Applicable Laws, Payment Network Rules (including any Payment Network Rules specific to your industry), the Payment Processing Terms, and any other Yardi policy, procedure or other requirement relating to the Payment Services (including any policies against restricted or prohibited goods or services), as each may be amended from time to time. Furthermore, you agree to be bound by Applicable Laws as they apply to the PAD services including without limitation requirements set forth in Appendix II of CPA Rule H1. In the event of any conflict between a Payment Processing Term and a Payment Network Rule, the Payment Network Rule will control. You acknowledge that a Payment Network has the right to enforce its Payment Network Rules and to prohibit Yardi and/or you from engaging in conduct that the Payment Network deems could injure or could create a risk of injury to the Payment Network, including injury to reputation, or that could adversely affect the integrity of the Payment Network’s systems and/or confidential information. You agree not to take any action that could interfere with or prevent the exercise of such right by the Payment Network or Yardi’s compliance with the Payment Network Rules.
d. Payment Network Marks. You acknowledge that (i) each Payment Network is the sole and exclusive owner of its respective marks, (ii) you will not contest the ownership of any such marks for any reason, and (iii) upon direction from the relevant Payment Network, Yardi, Payroc or the Acquirer may, at any time, immediately and without advance notice, prohibit you from using any mark of a Payment Network for any reason.
e. Information Requests. You shall promptly provide to Yardi, upon request from time to time during its use of the Payment Services, with all requisite information necessary for Yardi to perform the Payment Services, monitor your activities and use of the Payment Services for the purpose of deterring fraud and other wrongful activities (including site surveys of your physical, electronic or other establishments), perform verification checks (including credit, KYC and AML checks), and to ensure your compliance with the Payment Processing Terms, Applicable Law, and the Payment Network Rules. Such requested information may include the names of your principals and their country of domicile, current address of your offices, all DBAs used by you, your URLs, your customer service contacts for User disputes and inquiries, a complete description of your goods or services paid for through the Payment Services, copies of or information related to User PAD Agreements, and bank and other financial statements and information.
f. User Relations and Customer Service. You shall maintain customer service information that is readily available for review by Users. The customer service information should provide clear instructions on how to contact you, including an active customer service email address and telephone number. You shall further ensure that its refund policies for payments made through any given Payment Network are at least as favorable as its refund policies for purchases on any other payment method, and that such refund policies are clearly and conspicuously disclosed to the User. You shall not bill or collect from any User for any payments made by the User through the Payment Services unless a Chargeback has been exercised, you have fully paid for the charge, and you otherwise have the right to do so. You shall accept, and shall not prevent Yardi from accepting, any valid Payment Network-branded card when properly presented by Users, subject to Applicable Laws permitting you to elect to accept credit only or debit only or both debit and credit cards. You shall have the rights to provide discounts to Users based on any method of payment selected by the User.
g. Employees Agents and Representatives. You are solely responsible for the performance of your obligations, and those of your employees, agents and representatives, in connection with your use of the Payment Services.
h. Data Security. You shall maintain sufficient safeguards to protect any Data and Transaction information in its possession and shall comply with Applicable Laws and Payment Network Rules relating to the security of such information, including PCI-DSS Yardi may from time to time request evidence of your compliance with its data security obligations. You may not otherwise disclose any Data or Transaction information to any third-party except as permitted under the Payment Network Rules and Applicable Law, including Privacy Laws.
i. Payment Network Liability. At Yardi’s discretion, you agree to pay all fines, fees, penalties and other assessments or indebtedness levied by a Payment Network to Yardi which are attributable in any way to any act or omission by you.
j. Direct Acquiring Agreement. Upon such time that you process, or Yardi anticipates (upon notice and in its sole discretion) that you will process: (i) at least one million dollars ($1,000,000) in Visa transactions (or such other amount as Visa may determine from time to time); (ii) at least five hundred thousand dollars ($500,000) in American Express transactions (or such other amount as American Express may determine from time to time); or (iii) at least one million dollars ($1,000,000) in MasterCard transactions (or such other amount as MasterCard may determine from time to time); in each case in any 12-month period, you shall enter into a direct payment processing agreement with Payroc and/or the relevant Acquirer solely with respect to that Payment Network for which you have exceeded the applicable transaction amount threshold.
k. Forensic Investigations. If you are undergoing a forensic investigation at the time the Payment Processing Terms becomes effective, you agree to fully cooperate with the investigation until completed.
l. Prohibited Acts. You will not: (i) take any action that results or may result in a significant circumstance that creates harm or loss of goodwill to any Payment Network; (ii) accept, and will ensure that its Users do not conduct, any Transactions that you know or should have known to be either fraudulent, not authorized by the User, or made on behalf of or redirected to another party; or (iii) transfer or attempt to transfer its financial liability by asking or requiring Users to waive their dispute rights. In addition, Transactions shall not include payments between and among your partners, investors and other third parties not affiliated with rent.
m. Your Portal Content. With respect to any content or trademarks provided by you for use in connection with any Portal, you represent that you have all necessary right, title, and/or interest in and to any such content or trademarks, and agrees to defend, indemnify and hold Yardi harmless from and against any claims, damages or losses resulting from a breach of the foregoing warranty.
n. American Express Additional Terms. If you accept Transactions initiated with an American Express-branded payment method, in addition to all other obligations established by the Payment Processing Terms, you agree to the terms and conditions set forth in the American Express Merchant Reference Guide – Canada, available at www.americanexpress.ca/merchantguide and other similar terms that may be published by American Express, all of which are incorporated by reference into these Payment Processing Terms. Client expressly agrees as follows:
(1) Client shall not assign to any third party any payments due to it under these Terms, and all indebtedness arising from the Transactions will be for bona fide goods and services (or both) at its establishments and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that the Client may sell and assign future Transaction receivables to Yardi, its affiliated entities and/or any other cash advance funding source that partners with Yardi or its affiliated entities, without the consent of American Express.
(2) Client may opt out of accepting Cards at any time without penalty and without directly or indirectly affecting its right to accept other payment products.
(3) Client may opt-out of American Express marketing messages by emailing [email protected] Please note that opting out will not preclude Client from receiving important transactional or relationship communications from American Express.
4. Your Consents
You agree to accept Visa Debit in a card not present transaction environment.
You agree to accept MasterCard Debit in a card not present transaction environment.
5. General Yardi Rights
a. Availability of Payment Networks. Yardi has the right to suspend or terminate a User’s ability to pay you using any or all payment methods, including a specific Payment Network-branded payment device, through the Payment Services: (i) at the direction of the relevant Payment Network, the Acquirer or a governmental authority; or (ii) for your failure to comply with the Payment Processing Terms. You are aware and accept that the Payment Networks available through the Payment Services may change from time to time and that Yardi may remove any specific Payment Network at any time. Yardi reserves the right to revise, temporarily suspend, discontinue, replace and/or make changes to its Payment Services or any portion thereof, its websites or other User interfaces to the Payment Services, in its sole discretion for any reason from time to time and without notice, provided that Yardi will inform you prior to any changes that will materially affect the provision of the Payment Services.
b. Restricted Merchant List. If you violate the Payment Processing Terms or any obligation under the Payment Network Rules, Yardi may report you to the relevant Payment Network’s restricted or terminated merchant database.
c. Chargebacks, Withholdings and Setoff. You are fully liable for all charges, Chargebacks, disputes and other customer service issues relating to Transactions made through the Payment Services. Yardi reserves the right to correct Transactions that were incorrectly executed, regardless of the nature or cause of the error, and in connection with exceptions handling. You agree to use commercially reasonable efforts to assist Yardi with returns and exceptions handling, including the recovery of funds in the event of erroneous credit entries. Yardi reserves the right to withhold from settlement any amount of payments due to you in anticipation of any liabilities, damages, Transaction fees, Chargebacks, refunds and other reversal fees, fines, penalties and other amounts owed by you to Yardi, including in the following situations: (i) if you, after a written warning, repeatedly fails to meet its obligations under the Payment Processing Terms, or is otherwise in material breach of the Payment Processing Terms; (ii) if you experience a significantly elevated level of Chargebacks, returns or complaints relative to its historic figures; or (iii) if Yardi reasonably suspects that your financial situation has deteriorated significantly. Prior to withholding funds pursuant to this Section, Yardi will inform you of the reason for such withholding. Yardi may retain such withholding until the underlying breach has been cured or the risk has been mitigated to Yardi’s reasonable satisfaction. Yardi may, in its own discretion, offset any amounts owed to you against any claims Yardi may have against you. In the event of termination of your Yardi Breeze license or the Payment Services by either party, Yardi reserves the right to retain further payments to you until all amounts due to Yardi are satisfied.
7. Your Duty to Inform. For anti-money laundering and other lawful purposes, you agree to immediately notify Yardi:
a. regarding circumstances concerning you or your parent or owner that result in or pose a significant risk to your financial status;
b. about changes relating to your address, its board or other changes having a significant effect on your ownership structure;
c. if there are any material changes with regard to the type of products or services offered by you as reported to Yardi in the setup form or application or if the name under which you conduct your business is changed;
d. if there are any other material changes relating to your business activities; or
e. if you learn that you or any of your employees, agents or contractors have used the Payment Services for any purpose which is contrary to the Applicable Laws.
9. Termination of Payment Services.
a. Upon notice to you, Yardi may immediately terminate your use of the Payment Services upon the occurrence of any of the following: (a) you materially breach the Payment Processing Terms and fail to cure such breach within 7 days of written notice of a material breach (or if you cannot reasonably cure the material breach within 7 days, fails to continuously and diligently work to cure the breach until the breach is cured); (b) you notify Yardi, or Yardi receives information that indicates, that you do not meet Yardi’s underwriting or creditworthiness requirements; (c) Yardi, in its sole reasonable discretion, determines that your activities are fraudulent, create harm or loss of goodwill to any Payment Network, constitute a “suspicious transaction” within the meaning of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), or are otherwise wrongful; (d) as directed by any Payment Network, the Acquirer or a governmental authority; or (e) either of Yardi or Payroc is no longer authorized to process Transactions as your payment facilitator or payment service provider.
b. Yardi may increase fees or add fees for additional services utilized by you upon 90 days’ notice. In the event of a fee increase or the introduction of a new fee, you may terminate the Payment Processing Terms without penalty by providing written notice to Yardi within 90 days of receiving notice of the fee increase or a new fee. If Yardi provides you notice regarding a reduction in applicable Payment Network interchange fees, and the full savings is not passed through to you from such reduction, then you may terminate the Payment Processing Terms without penalty by providing Yardi written notice within 90 days’ of receiving the notice of such reduction.
10. Your Pre-Authorized Debit Agreement.
a. You authorize Yardi, or Payroc, to debit your bank accounts as designated by you for this purpose, the details of which are set out on the payment processing setup form provided by you to Yardi (the “PAD Account”) for the purpose of making payments arising under or in connection with the Payment Services. Such debits shall be sporadic, and your authorization shall be obtained prior to initiating any such debit. You authorize your financial institution (“FI”) to honour and pay all such debits. If a debit is dishonoured by FI for any reason, Yardi or Payroc shall be entitled to issue another debit in substitution for the dishonoured debit. Neither Yardi nor Payroc shall have any liability whatsoever caused by a dishonoured debit.
b. The debits authorized under these Terms are for business purposes.
c. You warrant that all persons whose signatures are required to sign on the PAD Account have signed the Payment Processing Terms and that all the information with respect to the PAD Account is accurate. You agree to promptly notify Yardi in writing of any change in the PAD Account information.
d. This authorization is to remain in effect until Yardi has received written notification from you of its change or termination. You may obtain a sample cancellation form, or more information on your right to cancel this PAD Agreement at your FI or by visiting www.cdnpay.ca.
e. You have certain recourse rights if any debit does not comply with this PAD Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, you may contact your FI or visit www.cdnpay.ca.
f. You may contact Yardi at 430 S. Fairview Ave., Santa Barbara, CA 93117, Attn: Payment Processing Team to make inquiries, obtain information or seek recourse with respect to any PAD initiated under these Terms by Yardi.
11. Transaction Limits. EFT Transactions over $25,000 are prohibited. Yardi may change the Transaction limits in its sole reasonable discretion.
12. Indemnification. For the purpose of the obligations contained in these Payment Processing Terms only, you agree to indemnify and hold Yardi, Payroc, the Acquirer, any Payment Network, and their respective employees, officers, agents, shareholders, and directors harmless from any and all third party claims, losses, damages, costs, expenses (including lawyers’ fees), fines, penalties regardless of whether the same are actual, direct, indirect, incidental, consequential, or punitive (“Damages”) resulting from or in connection with the Payment Services or incurred as a result of, or related to, the following causes: (a) your breach of any covenant, representation or warranty; (b) your violation of any Applicable Law; (c) any claim made by a payor or any other person in accordance with the CPA Rules in respect of any PAD delivered under these Terms; (d) reckless or willful misconduct by you or any of your agents, employees, officers, or directors; (e) any inaccuracies in information including but not limited to your bank account information provided to Yardi; and (f) any inaccuracies or errors made by you or your employees or agents with respect to payment instructions from you to Yardi.
13. Limitation of Liability. IN ADDITION TO ANY OTHER LIMITATIONS SET FORTH IN THE TERMS OR ANY OTHER AGREEMENT WITH YARDI, IN NO EVENT SHALL YARDI, PAYROC, THE ACQUIRER, ANY PAYMENT NETWORK OR THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OR PERMITTED ASSIGNS BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR IN CONNECTION WITH THE PAYMENT SERVICES, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES. NEITHER YARDI, PAYROC, THE ACQUIRER, YOU NOR ANY PAYMENT NETWORK WILL BE RESPONSIBLE TO THE OTHER FOR DAMAGES ARISING FROM DELAYS OR PROBLEMS CAUSED BY TELECOMMUNICATIONS CARRIERS OR THE BANKING SYSTEM, EXCEPT THAT THE RIGHTS OF YARDI, PAYROC, THE ACQUIRER OR THE PAYMENT NETWORKS TO CREATE RESERVES AND EXERCISE CHARGEBACKS WILL NOT BE IMPAIRED BY SUCH EVENTS.
14. Amendments to the Payment Processing Terms. Yardi reserves the right to amend the Payment Processing Terms when such changes are required pursuant to Applicable Law, a Payment Network Rule, third party payment processor contractual obligations or other material business necessities. Subject to Section 9.b., if Yardi amends the Payment Processing Terms it will provide you with notice when reasonably possible.
15. Bank Disclosure.
You agree to the bank disclosure terms set forth at https://ccs.yardiasp.com/breezeregistrationca/bankdisclosure.do.
16. Third Party Beneficiaries. The Payment Processing Terms are intended for the sole and exclusive benefit of you, Yardi and Payroc and are not intended to benefit any third party; provided, however, that the benefits, but not the obligations, arising from the Payment Processing Terms shall be conferred to a Payment Network to the extent required by that Payment Networks’ Payment Network Rules and permitted by Applicable Law. You acknowledge, covenant and agree that you are not a third-party beneficiary under any Payment Network Rule.
a. “Acquirer” means: (i) with respect to Transactions processed by Payroc, Peoples Trust Company (PTC). PTC may be contacted at the following address and/or Tel. (1-844-304-2083):
Peoples Trust Company
14th Floor, 888 Dunsmuir Street
Vancouver, British Columbia, V6C 3K4
(ii) with respect to Transactions initiated with an American Express-branded payment method, American Express Bank of Canada. American Express Bank of Canada may be contacted at the following address and/or Tel. (1-800-268-9877):
American Express Bank of Canada
2225 Sheppard Avenue East, Suite 100
Toronto, Ontario M2J 5C2
b. “Applicable Laws” means applicable Canadian and other laws, statutes, regulations or operating rules including but not limited to those of Payments Canada (formerly the Canadian Payments Association) (“CPA”), as they apply to PADs, and those of any Canadian governmental authority including but not limited to the Code of Conduct and those of OSFI and FINTRAC. “Code of Conduct” means the Code of Conduct for the Credit and Debit Card Industry in Canada which is enforced by the Financial Consumer Agency of Canada. “OSFI” means the Office of the Superintendent of Financial Institutions of Canada. “FINTRAC” means The Financial Transactions and Reports Analysis Centre of Canada.
c. “Chargeback” means a reversal of a Transaction that was previously settled.
d. “PAD Agreement” means the pre-authorized debit agreement set out in Section 10 of these Payment Processing Terms pursuant to which you, as payor, has given authorization to allow Yardi (through Payroc), as payee, to initiate Pre-Authorized Debit entries to a designed bank account by you for amounts that you owe to Yardi in connection with the Payment Services.
e. “Data” means bank account number, credit card number and other personal information in respect of Users that you obtained by Yardi or Payroc in order to process Transactions.
f. “EFT” means an electronic funds transfer to a bank account using the CPA process.
g. “Payment Network” means Visa International, Inc. (“Visa”), MasterCard International, Inc. (“MasterCard”), American Express Network (“American Express”), Interac Association, their affiliates, and such other payment card networks, brands and associations that Yardi may make available through the Payment Services from time to time.
h. “Payment Network Rules” means the written rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted, and as amended from time to time, by the relevant Payment Network.
i. “Payment Processing” means each Transaction processed.
j. “Payment Services” means Yardi’s online payment and payment processing services with respect to User charges made using Payment Network-branded payment and Pre-Authorized Debit methods.
k. “Payroc” means Payroc WorldAccess, Inc., f/k/a Winterland Buyer, Inc., the payment processor for Transactions under these Terms and a registered independent sales organization of the Acquirer.
l. “PCI-DSS” means the Payment Card Industry Data Security Standard.
m. “Pre-Authorized Debit” or “PAD” means a pre-authorized debit payment item initiated in accordance with a pre-authorized debit agreement and the CPA rules.
n. “Portal” means the Yardi Card Services (“YCS”) system, which is a payment-only portal to which Users are redirected when using RentCafe, CommercialCafé, Yardi COROM or CondoCafe and through which Users have the option to make payments through an online payment channel.
o. “Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada), as amended or supplemented from time to time, and any other Canadian federal or provincial legislation now in force or that may in the future come into force governing the collection, use, disclosure and protection of personal information in the private sector applicable to a party to this Agreement or to the Payment Services.
p. “Retrieval” means the request of an original or copy of a Transaction receipt or such substitute as may exist.
q. “Sponsored Merchant” means you.
r. “Sweep” means an EFT from Yardi’s master merchant account to the bank account(s) specified by you at implementation.
s. “Transaction” means
(1) a PAD entry initiated to a User’s account through the CPA, or
(2) a credit card or debit card transaction submitted for processing, in respect of amounts owing by a User to you, including but not limited to prospective tenant application fees, tenant rent payments, status certificate and other document fees, applicable service fees, and resubmission of rejected items.
t. “User PAD Agreement” means a pre-authorized debit agreement pursuant to which a User, as payor, has given authorization to allow you (through Payroc), as payee, to initiate Pre-Authorized Debit entries to a designed bank account of such User for one or more Transactions.
u. “Users” means tenants and prospective tenants managed by you, who make a Transaction as defined above through the Portal. With respect to CondoCafe Certificates only, Users shall mean tenants and prospective tenants managed by you, and other third parties including but not limited to real estate brokers and attorneys who make a Transaction as defined above.