A Toll Processing Agreement is a legally binding contract that outlines the terms and conditions between a toll processor and a merchant. This agreement delineates the responsibilities, rights, and obligations of both parties involved in electronic payment processing. A well-crafted template ensures smooth operations, mitigates risks, and fosters a strong business relationship.
Key Elements of a Toll Processing Agreement Template
1. Parties Involved
Manufacturing Agreement Template (Download)
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Merchant: Clearly identify the merchant entity, including its legal name, address, and contact information.
Toll Processor: Specify the toll processor’s legal name, address, and contact details.
2. Services Provided
Payment Processing: Detail the specific payment processing services to be provided by the toll processor, such as credit card, debit card, and ACH processing.
Chargeback Management: Outline the procedures for handling chargebacks, including dispute resolution and fee allocation.
Settlement and Reconciliation: Specify the settlement cycle, reconciliation process, and fee structure.
Security and Compliance: Address security measures, data protection, and compliance with industry standards (e.g., PCI DSS).
Toll Manufacturing Agreement
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3. Merchant Obligations
Accurate Information: The merchant must provide accurate and up-to-date information, including business details and customer data.
Compliance: The merchant must adhere to all applicable laws, regulations, and industry standards.
Fee Payment: The merchant agrees to pay the toll processor fees as outlined in the agreement.
Dispute Resolution: The merchant must cooperate with the toll processor in resolving disputes and chargebacks.
4. Toll Processor Obligations
Service Provision: The toll processor must provide reliable and efficient payment processing services.
Security: The toll processor must implement robust security measures to protect sensitive data.
Compliance: The toll processor must comply with all applicable laws, regulations, and industry standards.
Customer Support: The toll processor must provide adequate customer support to the merchant.
5. Fees and Charges
Transaction Fees: Clearly outline the transaction fees, including percentage-based and fixed fees.
Chargeback Fees: Specify the fees associated with chargebacks and disputes.
Monthly Fees: Detail any monthly or annual fees charged by the toll processor.
Additional Fees: Identify any additional fees, such as setup fees or cancellation fees.
6. Term and Termination
Term: Define the initial term of the agreement and any automatic renewal provisions.
Termination: Specify the conditions under which either party may terminate the agreement, including notice periods and termination fees.
7. Indemnification
Indemnification Obligations: Outline the indemnification obligations of each party, including protection against claims, damages, and losses.
8. Dispute Resolution
Dispute Resolution Mechanism: Specify the preferred method for resolving disputes, such as mediation, arbitration, or litigation.
9. Governing Law and Jurisdiction
Governing Law: Indicate the governing law that will apply to the agreement.
Jurisdiction: Specify the jurisdiction where any legal actions arising from the agreement will be heard.
10. Force Majeure
Force Majeure Events: Define force majeure events that may excuse non-performance, such as natural disasters or acts of God.
11. Entire Agreement
Entire Agreement Clause: State that the agreement constitutes the entire understanding between the parties and supersedes any prior agreements or representations.
12. Modifications
Modifications: Outline the process for modifying the agreement, including written consent from both parties.
13. Notices
Notices: Specify the methods for delivering notices and communications between the parties.
14. Severability
Severability: State that if any provision of the agreement is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.
Design Considerations for a Professional Template
Clear and Concise Language: Use clear and concise language to avoid ambiguity and legal jargon.
Professional Formatting: Employ a clean and professional format, with consistent fonts, font sizes, and spacing.
Logical Organization: Organize the agreement in a logical and easy-to-follow manner.
Headings and Subheadings: Use headings and subheadings to improve readability and structure.
White Space: Utilize white space to enhance the overall appearance and readability.
Legal Review: Consult with legal counsel to ensure the agreement is legally sound and protects your interests.
By carefully crafting a toll processing agreement template, you can establish a strong foundation for your business relationships and mitigate potential risks.
