HomeMy WebLinkAboutInvoiceCloud Agreement FINALBiller Agreement Rev 5.1.5
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
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BILLER AGREEMENT
This Biller Agreement (the “Agreement”) is entered into by and between Invoice Cloud, Inc. (“Invoice Cloud”) and the City of Oshkosh
(“Biller”).
WHEREAS, Invoice Cloud is in the business of providing hosted electronic billing and payment solutions and related services (the “Service”);
WHEREAS, Biller desires to utilize Invoice Cloud’s Service to facilitate the billing and collection of payments from its customers;
WHEREAS, Invoice Cloud has agreed to provide such Services to Biller under the terms and conditions set forth in this Agreement and any
related Biller Order Forms and Statements of Work;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and intending to be legally bound, the parties
agree as follows:
1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice
Cloud hereby grants Biller a non-exclusive, non-transferable, worldwide right to use the Service described on the Biller Order Form until
termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller’s own customers, for
Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.
Biller will provide to Invoice Cloud all Biller Data generated for Biller’s Customers. Unless otherwise expressly agreed to in writing by Invoice
Cloud to the contrary, Invoice Cloud will process all of Biller’s Customers’ Payment Instrument Transactions requirements related to the Biller
Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the
Biller Order Form. In addition, Biller will execute all third-party applications and enter into all agreements required for the Service without
unreasonable delay, including without limitation Payment Processing Agreements and merchant agreements that may be required upon
implementation, or later at such time as the Service operates with different or multiple payment processors. Throughout the Term of this
Agreement, for “Invoice Types” listed on the Biller Order Form (e.g., real estate taxes, utility bills, parking tickets, insurance premium, loans,
etc.), Biller will not use the credit card processing, ACH or check processing of any bank, payment processor, entity, or person, other than
Invoice Cloud via electronic data transmission or the authorization for processing of Biller’s Customers’ Payment Instrument Transactions, for
each electronic payment method selected in the Biller Order Form.
Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third
party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) recreate, "frame" or "mirror" any portion of
the Service on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Service; or (v) copy any features,
functions or graphics of the Service.
2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at http://www.invoicecloud.com/privacy.html. Invoice
Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not
materially adversely impact such policies. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards
and Cardholder Information Security standards.
3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller,
not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual
property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a
file of the Customer Data (to the extent that Invoice Cloud is permitted to provide pursuant to applicable law and PCI-DSS standards), within
30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests at the time of termination. Invoice
Cloud will retain Customer Data for a period from its creation for the time frame that is listed in the Biller Order under “Data Retention”, and
reserves the right to remove and/or delete remaining Customer Data no less than 60 days after termination or expiration except as prohibited
by applicable law or in the event of exigent circumstances.
4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to
Customer Data that the Biller’s customers consider confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner
consistent with the maintenance of Invoice Cloud’s own Confidential Information, using at least as great a degree of care as it uses to maintain
the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud will not
sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Data to third parties, except as permitted under this
Agreement or required to perform the Service or otherwise required by applicable law.
Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to
the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions,
ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the
Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not fall within the
specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice
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Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property
rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks
of Invoice Cloud or third parties, and no right or license is granted to use them.
Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise
have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, the
Agreement, customer and/or prospective customer information, product features and plans, the marketing/sales collateral, pricing and financial
information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information that by its very
nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as
proprietary, confidential, or private (the “Confidential Information”). Biller agrees to secure and protect the Confidential Information in a
manner consistent with the maintenance of Invoice Cloud’s rights therein, using at least as great a degree of care as it uses to maintain the
confidentiality of its own confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish,
disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties (and will ensure that its
employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable
law.
Notwithstanding the foregoing, the parties acknowledge that Biller, as a governmental entity, may be subject to public records laws that require
the disclosure of proposals, agreements, statements of work, or similar documentation in connection with its public approval and filing
processes. In such cases, Biller agrees to use reasonable efforts, to the extent permitted by applicable law, to redact or otherwise protect any
Confidential Information of Invoice Cloud included in such documents. Where feasible, Biller shall provide Invoice Cloud with prompt written
notice of any anticipated disclosure and reasonably cooperate with Invoice Cloud in seeking protective treatment, redaction, or other appropriate
legal remedy for such Confidential Information prior to disclosure.
In addition, in the event that Biller receives a public records request or is otherwise required under applicable law to disclose any portion of
Invoice Cloud’s Confidential Information or trade secrets, Biller shall provide Invoice Cloud with prompt written notice of the disclosure
request and afford Invoice Cloud a reasonable opportunity to seek protective legal treatment for such Confidential Information or trade secrets
as necessary prior to the disclosure of the requested records.
5. Billing. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all taxes, levies, or
duties imposed by taxing authorities. Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be
responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's
income. Notwithstanding the foregoing, if Biller provides Invoice Cloud with a valid tax exemption certificate authorized by the appropriate
taxing authority, Biller shall not be required to pay the taxes listed as exempt on such certificate, provided that Invoice Cloud shall not be
required to pay such taxes. All payment obligations are either auto debited from the Biller Bank Account or payable on receipt of invoice from
Invoice Cloud, and are non-cancellable, and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion determines
otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller’s bill or payment is incorrect, Biller must provide written notice to
Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in question to be eligible to
receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to modify pricing with
respect to applicable fees to be paid under this Agreement, at any time upon thirty days written notice to Biller: a) based on increases incurred
by Invoice Cloud on Network Fees from credit card processers, bank card issuers, payment associations, ACH and check processers; or b) if,
during the Term, the average credit card payment processed by Invoice Cloud for any three (3) consecutive month period exceeds 110% of the
Average Credit Card Transaction $ specified on the corresponding Invoice Parameter Sheet(s), to the extent that Invoice Cloud incurs increases
in Network Fees. Invoice Cloud, on at least 30 days written notice to Biller, may also increase any or all fees referenced in the Biller Order
Form (including any Invoice Parameter Sheets), by no more than the greater of CPI for the preceding period or 5%, provided, however, that
such increase may not apply during the first year after the execution date of the Biller Order Form and may not occur more than once per year
thereafter.
6. Term and Termination. The initial term of this Agreement shall commence as of the execution date of the Biller Order Form and continue
for a period of three (3) years after the Go Live Date (“Initial Term”), and will automatically renew for each of additional successive two (2)
one (1) year terms (“Renewal Term”) unless terminated as set forth herein. “Term” as used herein shall mean the Initial Term and any Renewal
Term. This Agreement may be terminated by either party effective at the end of the Initial Term or any Renewal Term by such party providing
written notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then-current term.
Additionally, this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by
the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. Upon any
early termination of this Agreement by Invoice Cloud as a result of breach, Biller shall remain liable for all fees and charges incurred, and all
periodic fees owed through the end of the calendar month following the effective date of termination. Upon any termination or expiration of
this Agreement, Biller’s password and access will be disabled and Biller will be obligated to pay the balance due on Biller’s account. Biller
agrees that Invoice Cloud may charge such unpaid fees to Biller’s Debit Account or credit card or otherwise invoice Biller for such unpaid fees.
7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement.
Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Biller Order Form and the
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The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement
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Statement of Work, attached hereto and incorporated herein by reference (the “Statement of Work”), under normal use and circumstances, and
that Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation
of the Service; provided, that the Biller shall maintain immediately accessible backups of the Customer Data (to the extent that Biller is
permitted pursuant to applicable law and PCI-DSS standards). In addition, Invoice Cloud will, at its own expense, as the sole and exclusive
remedy with respect to performance of the Service, correct any Transaction Data to the extent that such errors have been caused by Invoice
Cloud or by malfunctions of Invoice Cloud’s processing systems.
8. Limited Warranty. EXCEPT AS PROVIDED IN SECTION 7, THE SERVICE AND ALL CONTENT AND TRANSACTION DATA IS
PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE
HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS
LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT
REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR OPERATE
IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT
EXPERIENCE DELAYS IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO
SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the internet and
electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems.
9. Biller’s Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is
responsible for all activity occurring under Biller’s accounts and shall abide by all applicable laws, and regulations in connection with Biller’s
and/or its customers’ and/or any payers’ use of the Service, including those related to data privacy, communications, export or import of data
and the transmission of technical, personal or other data. Biller represents and warrants that Biller has not falsely identified itself nor provided
any false information to gain access to the Service and that Biller’s billing information is correct. Biller shall: (i) notify Invoice Cloud
immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice
Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller’s Users;
and (iii) obtain consent from Biller’s customers and payers to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not
responsible for any Biller postings in error due to delayed notification from credit card processors, ACH, bank and other related circumstances.
Biller agrees and acknowledges that in the event that Biller has access to, receives from, creates, or receives protected health information, or
Biller has access to, creates, receives, maintains or transmits on behalf of electronic protected health information (as those terms are defined
under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and
Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment
Act of 2009 (“ARRA”), during the performance under this Agreement, it will comply with all such law, regulations and rules related thereto.
Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of payment for services and adjustment
of Transactions. Biller is also required to disclose all refund, return and cancellation policies to Invoice Cloud and any applicable payment
processors and Biller’s Customers, as requested. Any change in a return/cancellation policy must be submitted to Invoice Cloud, in writing,
not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of
services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting
such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment
cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration
from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor may Biller give cash/check refunds to a
Customer in connection with a Transaction previously processed by credit card, debit card, ACH, or other electronic payment method, unless
required by applicable law. Biller shall cooperate with Invoice Cloud to effect a timely Implementation by Biller allocating sufficient and
properly trained personnel to support the implementation process and fully cooperating with Invoice Cloud and by securing the cooperation of
Biller’s software and service providers and providing to Invoice Cloud the information required to integrate with Biller’s billing, CIS and other
applicable systems.
10. Indemnification. Invoice Cloud shall indemnify and hold Biller and Biller’s employees, attorneys, and agents, harmless from any losses,
liabilities, and damages (including, without limitation, Biller’s costs, and reasonable attorneys’ fees) arising out of: (i) failure by Invoice Cloud
to implement commercially reasonable measures against the theft of Customer Data; or (ii) its total failure to deliver funds processed by Invoice
Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction data). This indemnification does not apply to
any claim or complaint relating to Biller’s failure to resolve a payment dispute concerning debts owed to Biller or Biller’s negligence or willful
misconduct or violation of any applicable agreement or law.
11. Fees.
Invoice Cloud will charge the Biller and/or payer, payment transaction and other fees as provided in the Biller Order Form. In addition, Invoice
Cloud will charge the fees set forth on the Biller Order Form for the initial platform setup, configuration, implementation and integration with
Biller system(s) of its standard Service as set forth in the Statement of Work (the “Implementation”). Invoice Cloud reserves the right to also
charge for changes and additions to the Implementation, and for any requests by Biller following the implementation which are agreed in
writing by the parties, including without limitation for the following services, at its then standard rates:
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•Custom development and features which are not stated in the Statement of Work and Biller Order Form, and change requests and
modifications to existing platform functionality not stated in the Statement of Work and Biller Order Form;
•Additional integrations or integration modifications after the Go Live Date that are not provided for in the Biller Order Form or
Statement of Work;
•Changes to bill presentment (web and PDF templates), billing system integrations, and other Service components coded or configured
to Biller’s specifications after Biller has signed off on the relevant specification or Service is live;
•Custom data extracts and file requests that are not part of the Implementation signed off on by both parties; and
•Data conversion not listed in the Statement of Work, or repetitive re-loading of data due to Biller error.
12. Limitation of Liability. INVOICE CLOUD’S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS
ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO
ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF
DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) DAMAGES ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THE SERVICE, EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE BEING SOUGHT OR SUCH
PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or
jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of
damages, so the exclusions set forth above may not apply to Biller.
13. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the
United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies.
14. Notice. Either party may give notice by electronic mail to the other party’s email address (for Biller, that address on record on the Biller
Order Form) or by written communication sent by first class mail or pre-paid post to the other party’s address on record in Invoice Cloud’s
account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 30 Braintree Hill Office Park, Suite 101, Braintree, MA 02184
Attention: Client Services or helpdesk@invoicecloud.com. Such notice shall be deemed to have been given upon the expiration of 48 hours
after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).
15. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned
without such party’s consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in
violation of this section shall be void.
16. Insurance.
Invoice Cloud agrees to maintain in full force and effect during the Term of the Agreement, at its own cost, the following coverages:
a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each
occurrence and Two Million ($2,000,000) general aggregate.
b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million
($5,000,000) general aggregate.
c. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One
Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud’s owned, hired or non-owned vehicles assigned
to or used in performance of the Services.
d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars
($1,000,000) per claim and in the aggregate.
17. Immigration Laws. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws
with respect to the personnel assigned to the Biller.
18. Beta Products. In the event that there is any functionality labelled “Beta” on the Biller Order Form, such functionality is provided “AS IS”
WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT
PROCESSORS. INVOICE CLOUD’S AGGREGATE LIABILITY WITH RESPECT TO SUCH FUNCTIONALITY SHALL BE UP TO
AND NOT EXCEED $10.
19. General.
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(a) With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by the law of the
state wherein such municipality, locality or governmental authority is established, without regard to the choice or conflicts of law provisions
of any jurisdiction. With respect to Billers who are not with municipalities, localities or governmental authorities, this Agreement shall be
governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any
jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than a Biller Order Form and any
add on Biller Order Form, if applicable), and no documentation (including any implementation planning documents) except as specifically
referenced in this Biller Agreement, shall modify, add to or vary the terms and conditions of this Agreement. If any provision of this Agreement
is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to
reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service.
The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless
acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 14, 18 and 19(a) and
(b) shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire
agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether
written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that
Biller is a paying customer and the version of the Service that Biller is using. Where this Agreement is incorporated into, embedded in or
otherwise made a part of a separate agreement between Invoice Cloud, Biller and a third party service provider (“Third Party Agreement”), and
such Third Party Agreement is terminated or expires, Biller and Invoice Cloud agree that the terms and conditions of this Agreement shall
survive and remain in effect as between Biller and Invoice Cloud until this Agreement expires or is otherwise terminated by either Biller or
Invoice Cloud in accordance with the terms herein.
(b) Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at
www.invoicecloud.com/biller-terms-and-conditions (the “Biller T+C”) and are agreed to by Invoice Cloud and the Biller.
IN WITNESS WHEREOF, the parties have executed this Biller Agreement by their duly authorized representatives as set forth below.
InvoiceCloud, Inc.
By:_____________________________
Kevin W. O’Brien
______CEO__________________
(Specify Title)
CITY OF OSHKOSH
By: _______________________________
Rebecca N. Grill, City Manager
And:_______________________________
Diane Bartlett, City Clerk
APPROVED: I hereby certify that the necessary
provisions have been made to pay
the liability which will accrue under
this contract
_____________________________
City Attorney
_______________________________
City Comptroller
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InvoiceCloud
Statement of Work
City of Oshkosh
Introduction
This Statement of Work (SOW) scopes the high-level integration overview for the City of Oshkosh
(Biller).
The InvoiceCloud (IC) suite of services (The Service) will give the Biller and its customers the ability to
accept electronic payments for invoiced and non-invoiced items. The Service will allow the Biller to offer
electronic payment processing in a securely hosted real-time environment. Customers will be able to locate,
view and print bills or invoices and payment records online and pay using credit cards, debit cards, digital
wallets, and electronic checks.
This SOW contains many products, services, and payment methods. Only the specific products, services
and payment methods selected by Biller, as outlined in the Biller Order Form for each Invoice Type, are
included in the delivery of products, services, and payment methods.
Definitions:
1. Biller – Merchant / City of Oshkosh
2. Payer – Client customer, resident, person paying a bill or invoice.
3. EBPP – Electronic Bill Presentment & Payment
4. Bill – Bill and Invoice are used synonymously throughout this document.
5. RTDR - Real-Time Data Refresh – collects and aggregates the data as soon as a user accesses a
specific function.
6. NTDR – Near-Time Data Refresh – integration that happens periodically; the data is collected
immediately but it is not aggregated until later – data can be processed every day, every hour or
even every few minutes.
7. EMV - EMV is a payment method based on a technical standard for smart payment cards and
for payment terminals and automated teller machines which can accept them. EMV stands for
"Europay, Mastercard, and Visa", the three companies that created the standard.
8. P2PE - Point-to-Point Encryption
1. Security and Industry Compliance
InvoiceCloud maintains full compliance with current applicable Payment Card Industry (PCI)
standards, Cardholder Information Security Program (CISP) regulations and National Automated
Clearinghouse Association (NACHA) rules and guidelines. InvoiceCloud will abide by such
guidelines for the security of all cardholder data that InvoiceCloud possesses.
a. PCI - InvoiceCloud will provide compliant storage of Biller’s customer payment information
that is certified by Visa/MasterCard. Data security measures are addressed during collection
and transmission via SSL with our patent pending encryption technology. All confidential
information will be treated in accordance with the PCI standards.
b. Software as a Service (SaaS) Architecture – All Biller customer financial and payment
information and the invoice presentment and payment processing application is housed offsite
from Biller.
c. Browser Compatibility - InvoiceCloud supports the most current version of the industry’s
most common browsers. Web browsers which do not support Transport Layer Security (TLS)
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versions 1.2 or 1.3 will be unable to connect to the InvoiceCloud platform. Unsupported
browsers include Internet Explorer running on Windows XP, Server 2003, and Vista
operating systems.
2. Data Integration
The integration(s) matrix for the Biller will include the functionality found in Appendix B.
3. EBPP Customer Portal
The Customer Portal is an electronic bill presentment and online payment portal (EBPP) where a
Biller’s customer (Payer) can view a bill and then proceed, within the same user interface, to make an
online payment.
a. InvoiceCloud will present bills electronically through a payer portal that is branded for Biller
or via an email notification, if the Payer provides an email address.
b. The electronic invoice presentment will simulate the paper invoice Biller uses and will be
available in PDF and/or html format.
c. The Service may provide the Payer the option of making a payment via credit/debit card,
digital wallet, or e-check (EFT/ACH).
d. The Service provides the Payer a one-time online payment option without registration, and
the capability to register to access Payer’s account history, schedule a payment, or set up
AutoPay payments.
e. A Payer will have the ability to choose their payment date (also known as scheduled
payments).
f. Payers will have the option to enroll in Pay by Text:
• Provides interactive SMS registration and enrollment confirmation
• Sends notification when new bills are available for viewing and payment
• Allows for payment utilizing a stored-payment method (default payment method) or
payment via URL
g. The system will accept partial, full, or overpayments as defined by the Biller.
h. The Payer will register with the Service using the authentication method designated by Biller.
i. Linking Accounts - After registering with the Service, the Payer will be able to login into
their account(s). If the Payer has multiple accounts and uses the same authentication
information for all accounts, the Payer will be able to link their account and view from a
single registration. The Payer will then have the option to choose which account they would
like to pay or view in further detail.
j. The Payer will receive an email confirmation of payment after any payment process.
k. The Payer will have the ability to search and access historical bills once they register with the
Service. The Service will store twenty-four (24) months of rolling history from the point of
Biller’s first invoice file upload to the Service. This includes invoice history and account
history.
l. Payers who have scheduled a payment or registered for AutoPay will receive email
notification from the Service of pending payments.
m. The Service includes shopping cart functionality.
n. The Service will allow the Payer the option to elect paperless billing.
o. A Payer registered for paperless billing will be automatically placed back on paper billing if
their email address is undeliverable; notification of the Payer’s undeliverable email address
will be sent to Biller via email.
p. Billers will have the option to enable an in-line Donations Invoice Type:
• Payers can make a one-time monetary donation to a particular fund, in addition to their
primary bill payment, which appears as a line item on the transaction receipt.
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•Biller may choose from several configuration options including but not limited to, round
up, fixed amount, other donation amount, start and end date.
•IC supports up to 10 unique donation invoice types with logo and informational text box.
Changes are made by request through the HelpDesk.
•Transaction reporting is made available in the Biller Portal.
•Biller may choose to deposit donation funds into a separate bank account.
d.Biller website online form URLs: Virtual site configuration allows for Biller specific URLs,
text and images on the landing page Welcome Message area and Right-Side Menu (right
menu not rendered in the mobile view).
4.Biller Portal
The Biller Portal is our comprehensive administrative portal where Biller staff will have access to
reporting, reconciliation, view SaaS product release notes and send feedback, customer profile
management tools, search real time payments, manage customer email templates, contact support,
sign up for training, and other general reporting functions.
•Customer Profile – Management Tools (subject to applicable user permissions)
o Ability to assist a customer with payments using a new or saved payment method
o View 24-months billing and payment history, with PDF/HTML bill view
o Ability to enroll or modify customer enrollment in AutoPay, Paperless, Pay by Text, or
Recurring Scheduled Payments
o Login as Account Owner
o Re-send first email notifications, send on demand Pay by Text SMS
o Compatible with POSPay to facilitate EMV transactions
o View summary Email History with send date and click through history
o View Customer History, including CSR activity on account
o Facilitate Password Reset
•User Permissions – The Biller Portal includes a table of permissions for each individual User,
determined by the Biller’s System Administrator. Each permission is applied to a user ID on an
individual basis to maximize flexibility. The system administrator can allow or disallow access
to functions such as viewing data, creating reports, resending email notices, processing payments,
credits or refunds, editing email templates and more. Since it is controlled by Biller
administrator, changes can be made quickly on an as needed basis.
•Maintenance Window – InvoiceCloud provides the option to create maintenance windows, which
are time spans in which users are not allowed to process transactions. If a payment attempt is
made during an active maintenance window, the user will be redirected to a page with a message
that the system is undergoing maintenance. Biller Portal users with sufficient permissions can
manage maintenance window timing and messages as needed. This includes an option to apply a
maintenance window to all customer-facing pages, when you need to go further than blocking
new payment attempts and restrict all customer access to InvoiceCloud (bill search, login,
browsing) during the time span provided. Two types of maintenance windows can be enabled:
o Daily Maintenance Window – a recurring maintenance window that runs daily during a
provided time span (from HH:MM to HH:MM).
o Scheduled Maintenance Window – a continuous maintenance window that runs during a
provided date range with start and end times (from DD/MM/YYYY at HH:MM to
DD/MM/YYYY at HH:MM).
5.Reporting
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The reports listed below are standard in the Biller Portal. They do not require any customization and
are available on demand. All reports can be scheduled by the user to be delivered by email with a
CSV file download. Available reporting may vary, depending on your billing system integration
method (batch vs real-time) or portal delivery method (InvoiceCloud direct vs Single Sign-On).
•Please note that by selecting “All Rows” in a report, the user can schedule it for email delivery.
•User can customize the report name and frequency.
•Multiple email addresses can be added to receive reports.
•All reports can be exported to Excel.
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General Reports:
•Search Customers
•Search Files:
o Adjustment Files
o Invoice Files
o Payment Files
•Search Payments
•AutoPay
•Customers:
o Customer Conveyance
o Data Pump History
o Expiring Cards
o Pay by Text Registrations
•Donations:
o Donors Report
o Donation Summary
•Email:
o Email Change
o Email Do Not Send List
o Email Notification Summary
o Email Statistics
o Email Tracking
•Invoices: Total Outstanding Invoices
•Paperless:
o Paperless Billing
o Paperless Bounce
o Paperless Registration History
o Paperless
•Payments:
o Daily Payments Received
o Monthly Summary
o Recurring Scheduled Payments
o Registration
o View Scheduled Payments
Custom Scheduled Reports:
•Active Customers
•Email Click through from Current Month
•Email Click through from Last Month
•Inactive Customers
•Outstanding Invoices
•Paperless Customers with Address
•Paperless Customers Email Address
•Payment Details from last Month
•Payment Details from Yesterday
Reconciliation Reports:
•Batch:
o Open Batch
o Settled Batch History
•Chargebacks
•Deposit Reconciliation
•Payment Reconciliation
•EFT/ACH Rejects
•EFT/ACH Support: EFT/ACH Reject
Codes
Product Reports:
•Cloud Store:
o Biller Summary
o Consumer Summary
o Detail Export
o Payment Summary
o Transaction Detail
•Online Bank Direct
o Deposits
o Pending Payments
o Processed Payments
o Reconciliation
o Returned Payments
o Reversals
o Unmatched Payments
•Request System
o Search Requests
o Open Requests
o Configuration
•Outbound Campaigns
Reports by Subscription (Email Recipients):
These reports are designed for Biller’s
individual users or distribution groups, who
want to receive updates, whenever the event is
triggered.
•ACH Reject
•AutoPay
•Batch Close
•Chase Retrieval Requests
•Cloud Payments Receipts
•Cloud Store Receipts
•Cloud Burst Newsletter
•Daily Management Report
•Data Pump Error Summary
•File Processing
•Month End Billing Invoice
•Online Bank Direct
•Paperless Customer Email Bounce Daily
Report
•Request System Notifications
•Service Updates
•Stratus Notifications
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6. Payer Email Notifications
The Service provides a set of customizable email notification templates for each invoice type that are
delivered for numerous events surrounding electronic invoice presentment and payment activity.
Email notifications may be customized through the Biller Portal using a Word style editor and options
to insert secure hyperlinks to website, links to electronic documents such as newsletter or bill inserts,
and/or variable fields selected from the Biller’s data file.
7. Implementation Process
InvoiceCloud assigns an Implementations Manager (IM) for each project. The IM will be the Biller’s
primary contact during the implementation process and coordinates all necessary resources from
Biller, Biller software company, InvoiceCloud, and any sub-contractors. The IM will provide the
Biller with the following documents to facilitate the project:
a. New Biller Questionnaire & Questionnaire Key – Documents critical information needed
to setup and initiate the service including information on business rules and feature selection.
b. Project Timeline – Details project schedule and milestones.
c. Testing & Training Plan – This plan walks the Biller through a set of user acceptance
testing criteria and facilitates training on the service.
8. Support
InvoiceCloud’s Client Services team is available to assist you Monday – Friday from 7:00 am –
8:00 pm Eastern Time, excluding holidays. You may submit a ticket (at any time) via Support
Central in your Biller Portal, or, during these hours, speak to a Product Specialist who will answer
questions, troubleshoot problems, and assist as needed to enable you to get the most from your
partnership with InvoiceCloud and your use of the Service. You will also be provided with a
special telephone number that you can use should you encounter an emergency after hours. We
use the following severity levels to guide our team:
• “Critical Severity” support issues are responded to within 1 hour and must be reported via
phone so we can most quickly troubleshoot with you. Examples of these issues include
unavailability of the InvoiceCloud portal, platform, integrations, or APIs, or a problem
that is severely adversely impacting your ability to use the platform.
• “High Severity” support issues are responded to within 2 hours and should be reported
via telephone or by emailing helpdesk@invoicecloud.com. Examples of these issues
include degraded performance of the InvoiceCloud platform or APIs, although the
portal and processing are still available.
• Other support issues are responded to by the next business day and should be reported
via telephone or by emailing helpdesk@invoicecloud.com. Examples include general
questions, feature requests, data pulls, multi-factor authentication resets, integration
troubleshooting, etc.
9. Success Manager
A Customer Success Manager (CSM) will be assigned to the client during the implementation. The
CSM is there to help ensure the Biller receives the maximum value from the platform and has an
internal advocate, adoption resource, and point of escalation if/when needed.
10. Biller Training
Biller staff will be guided in how to use the system through in-house training, documentation, remote
live sessions, and access to our client support team.
• All standard training will be done remotely. InvoiceCloud’s training personnel will at
minimum provide sessions for Payer Portal, Biller Portal, and Reconciliation.
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• Separate training is conducted for Biller’s technical staff regarding the uploading of bill files
and any other applicable processes.
• Live Training Enrollment is available in the Biller Portal.
• A library of pre-recorded training videos is also available in the Biller Portal.
11. Marketing
InvoiceCloud provides marketing support that our Billers can use to promote the EBPP and IC
payment solutions to its Payers, at no charge. InvoiceCloud’s marketing group will schedule a 1-hour
conference call to review InvoiceCloud’s recommended best practices for promoting the service.
Sample templates will be provided for each item and customizations can be made upon request. The
marketing collateral that InvoiceCloud provides may include:
• Bill Inserts
• Newsletters
• Envelope Teasers
• Pay Button Link
• Posters with Acrylic Stands for Payment Counters
• Business card sized take-away cards with QR code
• Local cable/TV station announcement
12. IVR
CloudIVRConnect allows Billers to accept payments via our interactive voice response system, offering
payers 24-hour access to account balance and payment options.
• Provides for a toll-free call and a caller ID number set by the Biller
• Supports messaging in both English and Spanish
• Additional languages may be scoped upon request
• Provides for a customizable initial greeting (includes Biller name) – all remaining prompts are
standard
• Ability to pay with credit card, debit card, or e-check (ACH)
• Replays information with InvoiceCloud generated confirmation #
• On Demand SMS URL, Cell Phone Number Authentication, Saved Payment Method, and
Email confirmation available configuration options.
13. AgentConnect
The IC AgentConnect allows Biller Users (Agent/CSR/Other) to login to the Customer Portal and
perform actions on behalf of a specific customer/account. The following options are available:
• Ability to pay with credit card, debit card, or e-check (ACH)
• Ability to enroll customer in AutoPay
• Ability to enroll customer in Paperless
• Ability to enroll customer in Pay by Text
• Option to require authorization/disclosure statement before Customer Portal entry
• Option to enable card swipe functionality at point of sale
• Provides built-in auditing to track Agent/CSR activity in the Biller Portal
14. Cloud Store™
The IC Cloud Store allows Billers to accept payments for non-invoiced services like books, t-shirts,
etc., fire, police, building permits, or activity programs. The following options are available:
• Accept electronic check and or credit/debit cards.
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• Customer receives immediate email confirmation of payment.
• Department receives email notification of purchase event for instant fulfillment services.
• Linked to Biller branded payment portal.
• Can be configured to accept POSPay transactions in the Biller Portal.
15. POSPay
The IC POSPay solution allows Billers to accept point-of-sale (POS) payments from customers using
chip cards (EMV), contactless devices (Apple Pay, Google Pay), and RFID-enabled cards (tap-to-pay).
POSPay terminals utilize point-to-point encryption (P2PE) for secure acceptance, tokenization, and
transmission of card data to complete transactions. InvoiceCloud offers both wired terminals (Ethernet)
for use at the counter and wireless handhelds (WiFi). POSPay can be integrated in Biller Portal for
EBPP and Cloud Store invoice types, or third-party applications using CloudPay v2.
16. Online Bank Direct™
The IC Online Bank Direct (OBD) allows Billers to electronically import e-check (ACH) payments
initiated from consumer bank bill sites. The following options are available:
• Auto-matching of payments with open invoices
• Email consumer a payment notification for those customers with an email address on file
• Ability to apply a single payment to multiple invoices
• Custom search capabilities to locate matching invoice(s)
• Electronic deposit of corresponding e-checks
12. Outbound Campaigns
Outbound Campaigns is a multi-modal broadcast platform that allows Biller delivery of automated
Voice, SMS, and Email notices. Campaigns can be targeted to notify specific customers using
preferred contact methods and configurable messages. Campaigns can be queued for instant delivery
or scheduled to be sent out in the future. Whether you're sending out notifications for customer
support, emergency alerts or appointment reminders, Outbound Campaigns allows you to contact and
keep in touch with customers throughout their entire journey.
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This statement of work contains many products, services, and payment methods. Only the specific products,
services and payment methods selected by the Biller, as outlined in the Biller Order Form, are included in the
delivery of products, services, and payment methods.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
City of Oshkosh
Printed Name
Title
Date
Signature
InvoiceCloud, Inc.
Printed Name Kevin O’Brien
Title CEO
Date
Signature
City Manager
Rebecca N. Grill
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5/14/2025
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Appendix A: System Modifications
As outlined below, InvoiceCloud has agreed to make the following changes to the setup and functionality
of our platform:
NONE
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Appendix B: Integration Supported Features
Modules & Features
Tyler Technologies - Munis
PRODUCTS
Invoice Types Utilities
EBPP Supported
Cloud IVR Connect Supported
Pay by Text Supported
Apple Pay Supported
Google Pay Supported
PayPal Supported
DATA EXCHANGE Method Frequency
Invoices SFTP Each Billing Cycle
Payments Web Services Real-Time
Account Balances Web Services Real-Time
Paperless Flags Web Services Real-Time
Block Payment Method (Credit/ACH) Web Services Real-Time
AutoPay Flags SFTP Daily
INVOICE FILES
IC Translates file Supported
Historical Data (2 years shown online) Supported
BILL PRESENTMENT
PDF Extraction (Partial) Supported
Link to PDFs Preferred
BATCH CLOSE
Standard or Custom Custom
CUSTOM OPTIONS
Branded Biller Portal Supported
Branded Payer Portal Supported
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Appendix C: Biller Deliverables
Deliverable
Tyler Utility Billing API Toolkit and License Key
Comply with P2PE Chain of Custody requirements for EMV terminal delivery/receipt and management
Ethernet or Wireless Internet connection available for each EMV terminal
Whitelist IP addresses and open ports required to allow communication with InvoiceCloud
Sample Invoice File
Sample Adjustment File
Sample Payment File
Sample Images of Bills
Auto Pay Conversion data (if applicable)
Paperless conversion data (if applicable)
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Appendix B: Integration Supported Features
Modules & Features
Tyler Technologies - Munis
PRODUCTS
Invoice Types Real Estate Tax, General Billing
EBPP Supported
IVR Supported
Pay by Text Supported
Apple Pay Supported
Google Pay Supported
PayPal Supported
POS Pay (EMV acceptance via IC Biller Portal) Supported
DATA EXCHANGE Method Frequency
Invoices SFTP Each Billing Cycle
Account Balances SFTP Daily
Payments SFTP Daily
AutoPay Flags SFTP Daily
Paperless Flags SFTP Daily
Block Payment Method (Credit/ACH) Biller Portal As Needed
INVOICE FILES
IC Translates file Supported
Historical Data (7 years shown online) Supported
BILL PRESENTMENT
PDF Extraction (Partial) Supported
Link to PDFs Preferred
BATCH CLOSE
Standard or Custom Custom
Appendix C: Biller Deliverables
Deliverable
Whitelist IP addresses and ports required for communication with InvoiceCloud
Comply with P2PE Chain of Custody requirements for EMV terminal delivery/receipt and management
Ethernet connection available for each EMV terminal
Sample Invoice File
Sample Adjustment File
Sample Payment File
Sample Images of Bills
Auto Pay Conversion data (if applicable)
Paperless conversion data (if applicable)
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Appendix B: Integration Supported Features
Modules & Features
InfoVision Evolve
PRODUCTS
Invoice Types Permits and Planning
CloudPay Supported
DATA EXCHANGE Method Frequency
Payments CloudPay Postback or
Webservice Each Payment
BATCH CLOSE
Standard or Custom Custom
CUSTOM OPTIONS
Branded Biller Portal Supported
Branded Payer Portal Supported
Appendix C: Biller Deliverables
Deliverable
N/A
Docusign Envelope ID: EC1E34B4-8365-4C6E-AA18-7165CE9CBC20
Biller Order Form
SALES INFORMATION
IC Sales Rep Tim Fugger Vertical Utility
Order Date 4/30/2025 tfugger@invoicecloud.com Billing Software Tyler - Munis
BILLER INFORMATION
Ownership Type Government Phone (920) 236-5000 Fax
Legal Name City of Oshkosh Website URL www.oshkoshwi.gov
Address 1 215 Church Avenue Bus. Open Date
Address 2 Federal Tax ID
City Oshkosh *Federal Tax ID and Legal Name must match on all documents
State WI ZIP 54903 Array
BILLER CONTACT
Primary Contact Name Tony Neumann
Phone (920) 236-5148
Email Address tneumann@oshkoshwi.gov
SIGNING AUTHORITY
Name Rebecca Grill Title City Manager
Phone Fax Email Address
BILLER BANK ACCOUNT (FOR INVOICE CLOUD AND NETWORK FEES, AND AS PROVIDED IN THE BILLER AGREEMENT)
Note: Must include voided business check or bank letter for each unique account
Billing Method Direct Debit
Routing # Last 4 Acct #
PAYMENT METHODS ACCEPTED
Payment Methods [American Express] [VISA/Mastercard/Discover] [PayPal] [ACH/EFT]
BILLER PRICING (see Invoice Type Parameter Sheet(s) for invoice-type-specific pricing)*
(see Implementation Details section for more information)**
Description Interval Cost Type Cost
Biller Portal Access Fee Monthly Fixed ($) $0.00
Credit Card - Chargeback Fee Submitter Per Transaction Fixed ($) $10.00
EFT - ACH Reject Fee Submitter Per Transaction Fixed ($) $10.00
PayPal Brands - Chargeback Fee (PayPal Brands) Per Transaction Fixed ($) $10.00
Invoice Presentment For Paperless Customers Per Transaction Fixed ($) $0.20
Invoicing - Monthly IVR Access Fee Monthly Fixed ($) $0.00
HARDWARE
Card Reader Type EMV Quantity 4 Cost per Reader $30.00
PO Box 1130
rgrill@oshkoshwi.gov(920) 236-5002
39-6005563
Docusign Envelope ID: EC1E34B4-8365-4C6E-AA18-7165CE9CBC20
Card Reader PAX A80 Billing Interval Monthly
Shipping Address
(if different than location
address)
DATA RETENTION
Months to Keep 84 *Additional Fees apply if greater than 24 months
IMPLEMENTATION FEE DETAILS
Description Interval Cost
Implementation (per SOW) One-Time $ 0.00
Rebate* Months Rebate % Rebate Cost
% 0
Monthly Minimum Platform Fee** Amount Months until Minimum Platform Fee Starts
$ 0
NOTES/SPECIAL HANDLING
InvoiceCloud provides the City of Oshkosh the ability to disable specific citizen account records from visibility for property tax records to
support compliance with the 2023 Wisconsin Act 235. This responsibility to manage these specific records and ensure such compliance is
the responsibility of the City of Oshkosh.
[signature page follows]
$0.00
Docusign Envelope ID: EC1E34B4-8365-4C6E-AA18-7165CE9CBC20
CERTIFICATION AND AGREEMENT
A.By signing below, the Biller hereby ratifies its authorization for Invoice Cloud, Inc. ("Invoice Cloud") to execute debit/credit entries to the Biller Bank Account(s)
indicated above at the depository financial institution(s) named above and to debit/credit the same such account(s). The Biller acknowledges that the
origination of ACH transactions to its account(s) must comply with the provisions of U.S. law. This authority is to remain in full force and effect until (i) Invoice
Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a
reasonable opportunity to act on it, but not less than 10 business days notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this
Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in
Biller Bank Account account number(s) or bank has occurred at which time this authorization shall apply to such new/changed Biller Bank Account. This
notification must be received no less than 10 business days in advance of any change. A fee will be charged for any returned or rejected ACH debits.
B.By signing below, the Biller named: (1) has read, agreed to, ratifies the Biller Agreement, Biller T+Cs (referenced in the Biller Agreement) and other Order Forms
previously executed by the Biller, and (2) certifies to Invoice Cloud that he/she is authorized to sign this Order Form; (3) certifies that all information and
documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given,
including credit references, and to obtain credit reports ; (5) agrees to pay the Monthly Access Fee through the last day of the month following the effective
date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted will continue to be bound by the Order Form and
the Biller Agreement in its entirety and any new agreement forms executed herewith; (7) agrees that Biller will submit transactions only in accordance with the
information in this Biller Order Form and Biller Agreement and will immediately inform Invoice Cloud, by email (contracts@invoicecloud.com) if any information
in this Order Form changes, and (8) In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the Biller Bank
Account at any time to ensure payment of the same.
C.Pay by Text: Standard data rates and text messaging rates may apply based on the payer's plan with their mobile phone carrier. Payer can opt out of text
messaging at any time with Invoice Cloud. Partial payment or overpayment is not supported. Biller may not use the service for activities that violate any law,
statute, ordinance or regulation.
D.This Biller Order Form will become effective only when signed by Invoice Cloud.
In WITNESS WHEREOF, the parties have executed this Agreement as of this day
Accepted by Biller: Accepted by Invoice Cloud, Inc.:
X X
Corporate Officer/Authorized Official Corporate Officer
Rebecca Grill Kevin W. O'Brien
Printed Name Printed Name
City Manager CEO
Title Title
Docusign Envelope ID: EC1E34B4-8365-4C6E-AA18-7165CE9CBC20
5/14/2025
Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Utility Pricing Model Submitter
Tim Fuggertfugger@invoicecloud.comBiller Pays Network Fees No
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
33000 33000 33000 33000 33000 33000 33000 33000 33000 33000 33000 33000
Avg CC
Transaction $ 144.00 Max Invoice $ 35,000.00 Bill Frequency Monthly Avg. Bills Per
Month 33000
PRODUCTS AND SERVICES
Products and Services [EBPP/SSO] [IVR] [ACH Migration] [Point of Sale]
TRANSACTIONAL PRICING (Paid by Biller)
Payment Source Description Payment Method Fee Rate % Fee Amount $ Additional Fee $
Auto Pay ACH/EFT $0.40
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES (Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation
Type Min. Fee ($) per Transaction
All Payment Sources Credit/Debit/PayPal 2.75 % Percent (%) $1.95
All Payment Sources ACH/EFT $1.95 Fixed ($)
IVR Surcharge All Payment Methods $0.00 Fixed ($)
SERVICE FEE EXCEPTIONS
Auto Pay ACH/EFT $0.00 Fixed ($)
MAX PAYMENT CAP
Card and PayPal Max ($) 1,000 ACH Max ($) 125,000
BILLER BANK ACCOUNT (FOR DEPOSITS AND CHARGEBACKS)
Note: must include voided business check or bank letter for each unique account
Routing # Last 4 Acct # Last 4 Acct # for OBD
NOTES / SPECIAL HANDLING
Docusign Envelope ID: EC1E34B4-8365-4C6E-AA18-7165CE9CBC20
Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Animal Licenses Pricing Model Submitter
Tim Fuggertfugger@invoicecloud.comBiller Pays Network Fees No
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
8 8 8 8 8 8 8 8 8 8 8 8
Avg CC
Transaction $ 25.00 Max Invoice $ 200.00 Bill Frequency Monthly Avg. Bills Per
Month 8
PRODUCTS AND SERVICES
Products and Services [Cloud Store] [Point of Sale]
TRANSACTIONAL PRICING (Paid by Biller)
Payment Source Description Payment Method Fee Rate % Fee Amount $ Additional Fee $
All Payment Sources ACH/EFT $0.50
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES (Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation
Type Min. Fee ($) per Transaction
All Payment Sources Credit/Debit/PayPal 2.75 % Percent (%) $1.95
SERVICE FEE EXCEPTIONS
MAX PAYMENT CAP
Card and PayPal Max ($) 1,000 ACH Max ($) 125,000
BILLER BANK ACCOUNT (FOR DEPOSITS AND CHARGEBACKS)
Note: must include voided business check or bank letter for each unique account
Routing # Last 4 Acct # Last 4 Acct # for OBD
NOTES / SPECIAL HANDLING
Docusign Envelope ID: EC1E34B4-8365-4C6E-AA18-7165CE9CBC20
Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Permitting & Planning Pricing Model Submitter
Tim Fuggertfugger@invoicecloud.comBiller Pays Network Fees No
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
322 322 322 322 322 322 322 322 322 322 322 322
Avg CC
Transaction $ 202.00 Max Invoice $ 1,000.00 Bill Frequency Monthly Avg. Bills Per
Month 322
PRODUCTS AND SERVICES
Products and Services [Cloud Pay] [Point of Sale]
TRANSACTIONAL PRICING (Paid by Biller)
Payment Source Description Payment Method Fee Rate % Fee Amount $ Additional Fee $
All Payment Sources ACH/EFT $0.50
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES (Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation
Type Min. Fee ($) per Transaction
All Payment Sources Credit/Debit/PayPal 2.75 % Percent (%) $1.95
SERVICE FEE EXCEPTIONS
MAX PAYMENT CAP
Card and PayPal Max ($) 10,000 ACH Max ($) 125,000
BILLER BANK ACCOUNT (FOR DEPOSITS AND CHARGEBACKS)
Note: must include voided business check or bank letter for each unique account
Routing # Last 4 Acct # Last 4 Acct # for OBD
NOTES / SPECIAL HANDLING
Docusign Envelope ID: EC1E34B4-8365-4C6E-AA18-7165CE9CBC20
Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Real Estate Tax Pricing Model Submitter
Tim Fuggertfugger@invoicecloud.comBiller Pays Network Fees No
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
127 127 127 127 127 127 127 127 127 127 127 127
Avg CC
Transaction $ 3,587.00 Max Invoice $ 20,000.00 Bill Frequency Monthly Avg. Bills Per
Month 127
PRODUCTS AND SERVICES
Products and Services [EBPP] [Point of Sale]
TRANSACTIONAL PRICING (Paid by Biller)
Payment Source Description Payment Method Fee Rate % Fee Amount $ Additional Fee $
All Payment Sources ACH/EFT $0.50
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES (Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation
Type Min. Fee ($) per Transaction
All Payment Sources Credit/Debit/PayPal 2.75 % Percent (%) $1.95
SERVICE FEE EXCEPTIONS
MAX PAYMENT CAP
Card and PayPal Max ($) 10,000 ACH Max ($) 125,000
BILLER BANK ACCOUNT (FOR DEPOSITS AND CHARGEBACKS)
Note: must include voided business check or bank letter for each unique account
Routing # Last 4 Acct # Last 4 Acct # for OBD
NOTES / SPECIAL HANDLING
Docusign Envelope ID: EC1E34B4-8365-4C6E-AA18-7165CE9CBC20
Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type General Billing Pricing Model Submitter
Tim Fuggertfugger@invoicecloud.comBiller Pays Network Fees No
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
15 15 15 15 15 15 15 15 15 15 15 15
Avg CC
Transaction $ 333.00 Max Invoice $ 5,000.00 Bill Frequency Monthly Avg. Bills Per
Month 15
PRODUCTS AND SERVICES
Products and Services [EBPP] [Point of Sale]
TRANSACTIONAL PRICING (Paid by Biller)
Payment Source Description Payment Method Fee Rate % Fee Amount $ Additional Fee $
All Payment Sources ACH/EFT $0.50
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES (Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation
Type Min. Fee ($) per Transaction
All Payment Sources Credit/Debit/PayPal 2.75 % Percent (%) $1.95
SERVICE FEE EXCEPTIONS
MAX PAYMENT CAP
Card and PayPal Max ($) 10,000 ACH Max ($) 125,000
BILLER BANK ACCOUNT (FOR DEPOSITS AND CHARGEBACKS)
Note: must include voided business check or bank letter for each unique account
Routing # Last 4 Acct # Last 4 Acct # for OBD
NOTES / SPECIAL HANDLING
Docusign Envelope ID: EC1E34B4-8365-4C6E-AA18-7165CE9CBC20