Third-Party Sender ACH Service Provider Agreement Template

This Third-Party Sender ACH Service Provider Agreement is made on [Date] by and between:

Third-Party Sender: [Company Name]
Address: [Address]

Service Provider: [Company Name]
Address: [Address]

1. Purpose

This Agreement sets out the terms under which the Service Provider will provide ACH-related services to the Third-Party Sender.

The parties intend to define their operational responsibilities, security obligations, and service terms in connection with ACH processing or related support services.

2. Services

The Service Provider will provide the following services:

[ACH file processing]
[data transmission support]
[software or platform access]
[reporting or reconciliation support]
[customer or originator onboarding support]
[other ACH-related service]

The Service Provider will perform only the services expressly described in this Agreement unless the parties agree otherwise in writing.

3. ACH Roles and Responsibilities

The Third-Party Sender is responsible for:

obtaining required authorizations;
monitoring its originators or customers;
ensuring ACH activity is properly approved;
maintaining required records and business controls.

The Service Provider is responsible for:

performing the agreed services in a commercially reasonable manner;
following agreed technical and security procedures;
providing reports, support, or system access as stated in this Agreement;
promptly reporting known processing issues or service disruptions.

4. Compliance

Each party shall comply with applicable law, payment rules, internal control requirements, and any ACH-related operating standards applicable to its role.

The Third-Party Sender remains responsible for the ACH activity it submits or causes to be submitted, including the conduct of its originators or clients, unless this Agreement expressly states otherwise.

5. Security Procedures

The parties shall use reasonable security procedures for ACH-related activity, which may include:

☐ user authentication
☐ multifactor access
☐ file encryption
☐ dual approval
☐ callback verification
☐ exposure limits
☐ restricted user access
☐ other: [Describe]

Each party shall protect credentials, systems, and non-public payment information within its control.

6. Data and Records

The Service Provider may receive or access payment data, account information, transaction files, or related records only as needed to perform the agreed services.

The parties shall maintain records as follows:

[Describe recordkeeping period, access, and document retention expectations]

7. Processing and Deadlines

The parties shall follow the following submission, processing, and communication procedures:

[File submission method]
[cutoff times]
[report delivery timing]
[notice method for errors or exceptions]
[other operational terms]

The Service Provider may reject, delay, or suspend processing if required by system limitations, security concerns, incomplete information, or other reasonable operational grounds.

8. Returns, Errors, and Exceptions

If an ACH entry is returned, rejected, reversed, disputed, or identified as unauthorized or improper, the parties shall cooperate in good faith to review and address the issue.

Responsibility for investigation, correction, notice, and related loss handling shall be as follows:

[Describe procedures and responsibility]

9. Fees

The Third-Party Sender shall pay the Service Provider as follows:

Setup Fee: [$Amount, if applicable]
Monthly Fee: [$Amount, if applicable]
Per Entry or Per File Fee: [$Amount, if applicable]
Exception or Return Fee: [$Amount, if applicable]

Additional fee terms, if any:

[Insert details]

10. Confidentiality

Each party agrees to keep confidential all non-public business, customer, transaction, account, and operational information received under this Agreement, except where disclosure is required by law or reasonably necessary to perform the agreed services.

11. Liability and Indemnification

Each party is responsible for its own acts, omissions, and breaches of this Agreement.

The Third-Party Sender shall remain responsible for the authorization, accuracy, and proper purpose of ACH activity submitted through the service arrangement, except to the extent a loss is caused by the Service Provider’s failure to perform its stated duties.

Additional indemnity or loss-allocation terms:

[Insert terms]

12. Term and Termination

This Agreement begins on [Start Date] and continues until [End Date], unless ended earlier under this Agreement.

Either party may terminate this Agreement:

☐ on [Number] days’ written notice
☐ immediately for material breach
☐ immediately for security or compliance risk
☐ as otherwise stated here: [Describe]

13. Suspension of Services

The Service Provider may suspend services if it identifies fraud risk, unauthorized activity, missing information, system misuse, unpaid fees, or another serious operational or compliance concern.

The Service Provider shall give notice of suspension when reasonably possible under the circumstances.

14. Governing Law

This Agreement shall be governed by the laws of [State], except to the extent superseded by applicable payment rules or mandatory law.

15. Entire Agreement

This Agreement contains the full understanding between the parties regarding the ACH-related services described above and replaces prior discussions on the same subject, unless otherwise stated in writing.

16. Signatures

Third-Party Sender Signature: __________________________
Name: [Full Name]
Title: [Job Title]
Company: [Company Name]
Date: [Date]

Service Provider Signature: __________________________
Name: [Full Name]
Title: [Job Title]
Company: [Company Name]
Date: [Date]