Embedding Rainforest into your Legal Agreement

The Rainforest terms and conditions are embedded into your processing agreement in order to reduce friction and simplify your agreement with the merchant.

In order for you to offer Rainforest's payment processing services and get access to your production environment, you will need to make the following changes to your payments terms of services. In addition, we will need confirmation that your merchants are agreeing to these terms of services during the onboarding process.

When you have completed your terms of services, please email the final copy to [email protected] with the "Subject" of "[Platform Name] Terms of Services Agreement" for final review. Please allow for 2 business days for a response.

1. Show acceptance of Rainforest Processing Terms by linking to our processing terms

Your merchant must agree to the Rainforest terms and conditions as a requirement of our upstream banking partners and the card brands.

Example Contract Language

"By using the Processing Services, Merchant agrees to the Processing Terms and Conditions available at https://legal.rainforestpay.com/processingterms, which may be amended at any time on notice."

2. Title your document “Payment Processing Agreement”

In the Rainforest terms and conditions linked above, we refer to your terms of services as the “Payment Processing Agreement”. In order to link the two documents together, we need the names to be consistent across documents.

Note: Please ensure you are referring to the “Payment Processing Agreement” within the content of your document.

Example Document Names or Section Titles

“Payment Processing Agreement”
“Payment Processing Agreement Addendum”
“Payment Processing Agreement - Terms and Conditions”
“Terms and Conditions - Payment Processing Agreement”

3. An overview of the Rainforest-powered payments services you are offering to your customer

This establishes what payment services you (the platform) are providing to your customers (the merchants) through Rainforest. Pro tip: By defining the term "Processing Services," you can reference it elsewhere in your agreement -- i.e in the fee section (see below).

Example Contract Language

"In addition to its core services offering, Platform offers embedded payments processing services, which includes credit card, debit card, ACH, and other payment processing services, as may be offered from time-to-time (collectively the “Processing Services'')."

4. A clear description of the fees charged

All fees need to be very clearly defined and presented in the agreement. Usually this is done with the help of a table. Below we’ve outlined a simplified fee structure, but you should review our Billing Profile functionality and select a fee structure that works best for you and your merchants.

Example Contract Language

"Related to the Processing Services, Platform will charge Merchant according to the fees listed below (“Processing Fees”). All Processing Fees payable under this agreement are exclusive of taxes."

Processing Fees
Card Transaction Volume Fee	3.00%
ACH Transaction Volume Fee	1.00%
Card and ACH Per Item Transaction Fee	$0.30
Card and ACH Refund Per Item Fee	$0.30
Chargeback, ACH Return, and Dispute Fee	$25.00
Account Updater (Per Card Updated)	$0.50
Deposit Fee	$0.50

Fee Table Best Practices

• Include your default or public rate table within the standard agreement.
• Instead of including a fee table within the standard agreement, you can link to a public facing pricing table with the same information.
• For merchants with custom rates, you can include a clause that instructs them to reference their custom pricing instead of the standard rates.

5. Define and use the term “Merchant” and “Platform” within your agreement

You need to define the term "Merchant" as your customer and "Platform" as yourself as we use this terminology in the Rainforest terms and conditions.

Example Contract Language

"This Payment Processing Agreement is entered into between PrimePlatform Inc. ("Platform") and CoolCustomer Inc. (“Merchant”)."

6. Ensure your merchants agree to terms of services during onboarding

Merchants must agree to the terms of services when the merchant, or you on behalf of the merchant, fills out the onboarding application.

If using an embedded onboarding flow, you will need to embed the terms of services link within the component or custom UI and send proof of agreement to Rainforest with the application. If you are onboarding manually via the portal, merchants must agree to the terms of services via a manual process. Rainforest may audit this manual process at any time.

Sample Agreement

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This sample agreement is provided for example only and you should consult with your own internal counsel regarding your unique situation.

PLATFORM PAYMENT PROCESSING AGREEMENT

This Payment Processing Agreement, effective as of the date of final signature ("Effective Date"), is entered into by and between [your company name] (the "Platform"), and [your customer's name] ("Merchant").

1. Processing Services. In addition to its core services offering, Platform offers embedded payments processing services, which includes credit card, debit card, ACH, and other payment processing services, as may be offered from time-to-time (collectively the "Processing Services").

2. Fees and Taxes. Related to the Processing Services, Platform will charge Merchant according to the fees listed below ("Processing Fees"). All Processing Fees payable under this agreement are exclusive of taxes.

If you, the Merchant, have an alternative pricing agreement with the Platform, please refer to this agreement for official pricing.

3. Fair use policy: Platform may increase the Card Transaction Volume Fee or Transaction Per Item Fee if Merchant's (a) American Express credit card payment dollar volume exceeds twenty percent (20%); (b) corporate credit card payment volume exceeds ten percent (10%) of total monthly credit card payments; or (c) credit card payments for transaction amounts greater than one thousand dollars ($1,000.00) exceeds three percent (3%) of total monthly credit card payments. Such increases shall become effective only after Platform has provided Merchant written notice setting forth the changes.

4. Processing Terms and Conditions. By using the Processing Services, Merchant agrees to the Processing Terms and Conditions available at https://legal.rainforestpay.com/processingterms, which may be amended at any time on notice.

5. Term. The term of the Payment Processing Agreement begins on the Effective Date and continues until terminated by either party.

IN WITNESS WHEREOF, the parties hereto have executed this Payment Processing Agreement by their duly authorized officers or representatives as of the date first set forth above.