SERVICE AGREEMENT FOR RESERVA TREASURY
This Service Agreement ("Agreement") is entered into as of the ___ day of __________, 20, by and between Reserva Inc. ("Reserva"), a corporation duly incorporated under the laws of the State of Delaware, with its principal place of business at 499 S Warren Street, Suite 709, Syracuse, NY 13202 and _________________________________________ ("Client"), a company incorporated under the laws of the State of ________________, with its principal place of business at _____________________________ [Client's Address], operating within the produce industry, and holding a valid PACA license number______________________ [PACA License Number]. This information was provided in previous questions.
This Agreement outlines the terms and conditions under which Reserva will provide treasury services ("Reserva Treasury") to the Client.
1. Introduction
1.1 Parties Involved:
Reserva Inc.: The service provider offering treasury services including payment automation, liquidity management, and forex management.
Client: The company operating in the produce industry and subscribing to Reserva Treasury.
1.2 Purpose of the Agreement: This Agreement sets forth the terms under which Reserva will provide treasury services to the Client, including but not limited to payment automation, liquidity management, risk management, and forex transactions, tailored specifically for the produce industry.
1.3 Definitions:
Anti-Money Laundering (AML): A set of laws, regulations, and procedures designed to prevent criminals from disguising illegally obtained funds as legitimate income. Clients are required to comply with all applicable AML laws in their jurisdiction, as well as any international AML standards.
AP (Accounts Payable): Financial obligations the Client owes to its suppliers.
AR (Accounts Receivable): Financial obligations owed to the Client by its customers.
Counter-Terrorism Financing (CTF): Laws and regulations that aim to prevent the financing of terrorist activities. Clients must comply with all applicable CTF laws and ensure that they do not facilitate any transactions that support terrorism.
Financial Laws: A broad category encompassing all applicable local, state, federal, and international laws regulating financial transactions, including but not limited to AML, CTF, anti-fraud regulations, and other related legal requirements.
Forex (Foreign Exchange): The exchange of one currency for another.
Intended Use: The utilization of Reserva Treasury services exclusively by companies within the produce industry operating with a valid PACA license.
KYC (Know Your Customer): A regulatory and legal process to verify the identity of the Client to prevent fraud and ensure compliance.
Liquidity Management: The process of ensuring that the Client has sufficient cash flow to meet its financial obligations.
PACA (Perishable Agricultural Commodities Act): U.S. federal law that regulates fair trading practices in the produce industry.
Reserva ERP: An enterprise resource planning system developed by Reserva, specifically tailored to the produce industry, integrating supply chain, financial, and operational management.
Reserva Forex: Reserva’s service for managing international payments and foreign exchange transactions.
Reserva PACA Trust: An FDIC-insured bank account required for managing payment processes under PACA guidelines.
Reserva Pay: An integrated payment platform provided by Reserva that supports the management of receivables and payables. Access to financing and provision of capital through Reserva Treasury, including short-term credit and liquidity management, is contingent upon the Client's approval for Reserva Pay. Approval is subject to a credit assessment conducted by Reserva or its affiliates.
Sanctions Laws: Laws that restrict or prohibit transactions with certain designated individuals, organizations, or countries. Clients must ensure that they do not engage in any transactions with sanctioned entities and are responsible for performing due diligence on their customers and suppliers to ensure compliance.
Treasury: The suite of services provided by Reserva to manage the Client’s financial operations, including liquidity management and risk mitigation.
2. Scope of Services
2.1 Service Description:
Reserva Treasury offers a suite of financial management tools and services designed to support the unique needs of companies in the produce industry. These services include, but are not limited to, the following:
Payment Automation:
Accounts Payable (AP) Automation: Reserva will provide tools to assist the Client in automating its accounts payable processes. These tools enable the Client to schedule, approve, and execute vendor payments through a centralized dashboard. The Client is responsible for configuring and managing, with Reserva’s assistance, these tools according to its specific needs, including batch processing, payment tracking, and automated notifications.
Accounts Receivable (AR) Automation: Reserva will facilitate the Client’s accounts receivable processes by offering tools that support the automated issuance of invoices, payment reminders, and collections. The Client is responsible for using these tools to manage payment methods, such as ACH, wire transfers, and credit card payments, and for ensuring timely collections.
Reconciliation: Reserva will provide tools for the automated reconciliation of payments, allowing the Client to match incoming and outgoing transactions against corresponding invoices or payment requests. The Client is responsible for reviewing and verifying the accuracy of reconciled data.
Liquidity Management:
Cash Flow Forecasting: Reserva will offer forecasting tools to assist the Client in predicting cash flow needs based on historical data and projected financial activities. These tools provide customizable reports and alerts, but the Client remains responsible for interpreting the data and making financial decisions based on the forecasts.
Working Capital Optimization: Reserva will provide resources and analytical tools to help the Client optimize its working capital by managing the timing of payments and collections. The Client is responsible for implementing these strategies and making operational decisions that align with its financial goals.
Liquidity Monitoring: Reserva Treasury includes a dashboard that provides the Client with real-time visibility into cash positions, available credit, and outstanding obligations. While Reserva facilitates access to this data, the Client is responsible for monitoring its liquidity status and taking appropriate actions to maintain financial health.
Provision of Capital: Reserva Treasury may offer financing options, such as short-term credit and liquidity support, to help the Client manage working capital needs. Access to these financing options is contingent upon the Client being approved for Reserva Pay. Approval is based on a credit assessment conducted by Reserva or its designated affiliates. The Client acknowledges that failure to secure approval for Reserva Pay may limit access to financing services offered by Reserva Treasury.
Forex Payments:
Currency Exchange Management: Reserva will facilitate the Client’s international transactions by providing access to competitive exchange rates and executing currency conversions. The Client is responsible for initiating and managing forex transactions in accordance with its payment schedules.
Hedging and Risk Mitigation: Reserva will offer tools and strategies for forex hedging, including options for forward contracts and other risk mitigation techniques. The Client is responsible for setting the parameters for hedging and for managing its exposure to currency fluctuations.
Multi-Currency Accounts: Reserva will provide access to multi-currency accounts that allow the Client to hold, pay, and receive funds in various currencies. The Client is responsible for managing these accounts and making decisions regarding currency conversions.
Risk Management:
Real-Time Monitoring: Reserva will provide monitoring tools to assist the Client in identifying potential risks related to currency fluctuations and AR and AP trading activity. While Reserva provides alerts and recommendations, the Client is responsible for assessing these risks and implementing appropriate management strategies.
Financial Reporting: Reserva will offer financial reporting tools that help the Client track risk exposures and evaluate the effectiveness of its risk management strategies. The Client is responsible for customizing these reports and using the data to inform its financial decisions.
2.2 Service Levels:
Service Availability: Reserva will make reasonable efforts to ensure that Reserva Treasury services are available 99.9% of the time, excluding scheduled maintenance periods. Reserva will notify the Client of scheduled maintenance at least 48 hours in advance. However, Reserva does not guarantee uninterrupted access to services.
Response Times: Reserva aims to respond to technical or service-related issues within four (4) business hours of receiving a support request. For critical issues, defined as those resulting in a complete loss of service, Reserva will endeavor to respond within one (1) business hour. The Client acknowledges that resolution times may vary depending on the complexity of the issue.
Resolution Times: Reserva will strive to resolve service-related issues within 24 hours, but this timeframe is not guaranteed. For more complex issues that require in-depth investigation or third-party involvement, Reserva will keep the Client informed of progress and expected resolution times.
2.3 Customization and Integration:
Customizable Workflows: Reserva Treasury tools are designed to be customizable to align with the Client’s business processes. The Client is responsible for configuring these tools, including setting up approval workflows, defining user roles and permissions, and personalizing dashboards. Reserva may provide guidance, but the Client assumes full responsibility for the customization and use of the tools.
Integration with Third-Party Systems: Reserva will facilitate the integration of Reserva Treasury with the Client’s existing financial and accounting systems, including ERP solutions like Reserva ERP or third-party software such as QuickBooks, SAP, or Oracle. The Client is responsible for coordinating with Reserva to establish secure data synchronization methods and ensuring that the integration meets its operational needs.
3. Onboarding Process
3.1 Initial Setup:
Agreement Signing: The Client will sign the Agreement to initiate the onboarding process.
Service Registration: The Client will register for required services including the Reserva PACA Trust Account, Reserva Forex, Reserva Pay, etc.
Data Migration: Reserva will assist the Client in migrating relevant financial data to Reserva Treasury. If the Client uses a third-party accounting software, Reserva will work with the Client to establish a data synchronization method.
3.2 Training:
Training Programs: Reserva will provide comprehensive training sessions to the Client's staff on using Reserva Treasury services, including payment automation, liquidity management, and risk management.
Support Materials: Reserva will supply user manuals, online resources, and ongoing support to ensure successful adoption of the services.
3.3 Deployment:
Service Activation: Upon completion of training and data migration, Reserva will activate the Treasury services.
Initial Monitoring: Reserva will monitor the initial use of the services to ensure all systems function correctly and to provide any needed adjustments.
3.4 Ongoing Support:
Technical Support: Reserva will provide ongoing technical support via email, phone, and an online helpdesk.
Account Management: The Client will have access to a dedicated account manager for any service-related inquiries or issues.
System Updates: Reserva will periodically update the system with new features and improvements, with minimal disruption to the Client’s operations.
4. Requirements
4.1 Client Obligations:
Provision of Information: The Client agrees to provide accurate and complete financial information necessary for the performance of Reserva Treasury services.
Use of Service: The Client will use Reserva Treasury services in accordance with the terms of this Agreement, ensuring that the services are used exclusively for the intended purpose.
Compliance: The Client will comply with all applicable laws, regulations, and PACA requirements in the use of Reserva Treasury services.
Industry Specificity: The services provided under this Agreement are specifically designed for companies operating within the produce industry. The Client must hold a valid PACA license and comply with all PACA regulations to be eligible for Reserva Treasury services.
Account Setup: The Client is required to establish and maintain a Reserva PACA Trust Account for the management of all receivables and payables processed through Reserva Treasury. The Client is responsible for providing accurate banking details and ensuring that all accounts are properly set up during the onboarding process.
Financing and Capital Provision: Access to financing and capital provisions through Reserva Treasury, such as short-term credit, is conditional upon the Client being approved for Reserva Pay. This approval is subject to a credit assessment, and financing options will not be available to Clients who do not meet the necessary credit criteria as determined by Reserva or its affiliates.
Access to Sensitive Data: The Client agrees to grant Reserva personnel access to necessary financial data to perform the required services.
Compliance with AML, CTF, and Financial Laws:
The Client is required to comply with all applicable anti-money laundering (AML), counter-terrorism financing (CTF), and financial laws relevant to their operations and the use of Reserva Treasury services.
The Client must perform due diligence on all customers, suppliers, and any other parties involved in financial transactions to ensure that they are not engaging with any individuals, entities, or countries that are subject to sanctions or other legal restrictions.
The Client is responsible for maintaining up-to-date records and performing ongoing monitoring of its business relationships to ensure compliance with all relevant laws.
The Client must not use Reserva Treasury services to facilitate any activities that are illegal or that violate AML, CTF, or financial regulations. This includes ensuring that no payments are made to or received from organizations or individuals that are listed on any government or international sanctions list.
The Client agrees to immediately report to Reserva any suspicious activity or transactions that could potentially violate AML, CTF, or other financial laws.
Reserva reserves the right to suspend or terminate services if the Client is found to be in violation of any applicable laws or if Reserva reasonably suspects that the Client is engaging in prohibited activities.
4.2 Eligibility Requirements:
To fully benefit from the integrated features of Reserva Treasury, the Client must utilize the services provided by Reserva, such as Reserva Forex and Reserva Pay. The Client’s failure to use these services may limit the functionality and effectiveness of the Treasury tools, and Reserva will not be liable for any limitations arising from such non-use.
Use of Reserva-Provided FDIC-Insured Bank Account: The Client is required to use a Reserva-provided FDIC-insured bank account for all receivables and payables to leverage Reserva Treasury’s payment automation and analytics features. This account provides a secure, insured environment for managing finances, ensuring compliance with regulatory standards and reliability in financial operations. This account supports ACH, wire transfers (both domestic and international), and real-time payment processing, and is designed to integrate seamlessly with the Client’s financial system.
Use of Reserva Forex: The Client must use the Reserva Forex multi-currency account solution for managing international payments and foreign exchange transactions. This account provides competitive exchange rates and helps the Client mitigate risks associated with currency fluctuations, ensuring smooth international financial operations.
Use of Reserva Pay: The Client is required to utilize Reserva Pay, Reserva’s integrated payment platform, to manage all receivables and payables. Reserva Pay supports multiple payment methods, including ACH, wire transfers, and credit cards, and offers automated features that enhance operational efficiency.
Use of Reserva ERP: The Client must integrate its operations with Reserva ERP, Reserva’s enterprise resource planning system designed for the produce industry. Reserva ERP ensures that all aspects of the Client’s operations, including supply chain management and financials, are seamlessly integrated and controlled within a unified system.
4.3 KYC Requirements:
Identity Verification: The Client must provide government-issued identification, proof of address, and business registration documents for identity verification.
Beneficial Ownership Information: The Client must disclose information about individuals who have significant control over the company.
Risk Assessment: Reserva will conduct a risk assessment based on the Client's financial history, transaction patterns, and potential compliance risks.
Ongoing Monitoring: Reserva will continuously monitor the Client's transactions and activities to detect and prevent fraudulent activities or breaches of compliance.
5. Service Fees and Payment Terms
5.1 Fee Structure:
Monthly Service Fees: The Client will be charged $299 per month for access to Reserva Treasury services. This fee is waived for enterprise customers.
Transaction Fees:
ACH Payments: $0 per transaction.
Domestic Wire Transfers: $3 per transaction.
International Wire Transfers: $15 per transaction.
Returned ACH Transactions: $4 per returned transaction.
Additional Fees: Any additional services not covered under this Agreement will be charged at the rates specified in a separate pricing schedule.
5.2 Payment Method:
Transaction Fees: Fees associated with individual transactions, such as ACH payments, wire transfers, and returned ACH transactions, will be automatically deducted from the Client’s designated operating account at the time the transaction occurs.
Monthly Service Fees: The monthly service fee of $299 will be charged to the Client’s external billing account on the first business day of each month. The Client must ensure that sufficient funds are available in the designated billing account to cover the monthly fees.
5.3 Billing and Payment Terms:
Invoicing: Reserva will provide a monthly statement detailing the fees deducted and any applicable service charges. This statement will be available through the Client's Reserva Treasury dashboard.
Payment Terms: The Client must ensure that the designated accounts have sufficient funds to cover both transaction fees and monthly service fees. Failure to maintain sufficient funds may result in service interruptions or additional fees.
Fee Adjustments: Reserva reserves the right to adjust fees with 60 days' notice to the Client. Any changes will be reflected in the monthly billing cycle following the notice period.
6. Confidentiality and Data Security
6.1 Confidentiality Obligations:
Mutual Confidentiality: Both parties agree that all information exchanged under this Agreement, whether oral, written, electronic, or other, shall be treated as confidential and used solely for the purposes of this Agreement. Confidential information includes, but is not limited to, business plans, financial data, customer lists, trade secrets, processes, methodologies, software, and any other proprietary information of either party (collectively, "Confidential Information").
Client Data Confidentiality: Reserva acknowledges that in the course of providing services under this Agreement, it will have access to the Client's financial and business data ("Client Data"). Reserva agrees to treat all Client Data as Confidential Information and to use such data solely for the purpose of delivering the agreed-upon services. Reserva will not disclose Client Data to any third party without the Client’s prior written consent, except as required by law or as necessary to provide the services.
Non-Disclosure Agreement (NDA): All Reserva personnel, subcontractors, and affiliates who may have access to Client Data as part of delivering the services will be bound by non-disclosure agreements that protect the confidentiality of the Client Data. These NDAs will ensure that Client Data is not used or disclosed beyond the scope necessary for service provision.
6.2 Data Security Measures:
Encryption Standards: Reserva will employ industry-leading encryption standards to protect Client Data both in transit and at rest. This includes, but is not limited to, the use of Secure Sockets Layer (SSL) or Transport Layer Security (TLS) protocols for data in transit and AES-256 encryption for data at rest.
Access Controls: Access to Client Data within Reserva’s systems will be restricted to personnel who have a legitimate need to access such data to perform their job functions. Reserva will implement role-based access controls (RBAC) and two-factor authentication (2FA) to ensure that only authorized personnel can access sensitive data.
Data Segregation: Reserva will ensure that Client Data is logically segregated from the data of other clients, preventing any unauthorized access or cross-contamination of data between clients.
Regular Audits and Compliance: Reserva will conduct regular security audits and vulnerability assessments to ensure the ongoing protection of Client Data. Reserva will also maintain compliance with all applicable data protection laws and regulations, including but not limited to GDPR, CCPA, and any other relevant financial data protection standards.
Data Breach Notification: In the event of a data breach that affects Client Data, Reserva will promptly notify the Client within 24 hours of discovering the breach. The notification will include a description of the breach, the data affected, and the measures Reserva is taking to mitigate the impact and prevent future breaches. Reserva will also cooperate with the Client in addressing any regulatory or compliance requirements resulting from the breach.
6.3 Data Retention and Destruction:
Data Retention: Reserva will retain Client Data only for as long as necessary to fulfill the purposes of this Agreement or as required by law. Upon termination of this Agreement, Reserva will return or securely destroy all Client Data in its possession, except for any data that must be retained for regulatory or legal reasons.
Data Destruction: When Client Data is no longer needed and is authorized for destruction, Reserva will securely destroy the data using methods that prevent unauthorized access or retrieval, such as data shredding or secure erasure.
6.4 Client Responsibilities:
Accurate Data Provision: The Client agrees to provide accurate and up-to-date information necessary for Reserva to deliver the services. The Client is responsible for ensuring that its systems and networks used to connect with Reserva Treasury are secure and that its personnel are adequately trained in maintaining data security.
Reporting Security Incidents: The Client must immediately report any suspected or actual security incidents, breaches, or unauthorized access involving Reserva Treasury to Reserva's designated security team.
6.5 Warranties and Representations:
Reserva Warranties: Reserva warrants that it has implemented and will maintain commercially reasonable security measures to protect the confidentiality, integrity, and availability of Client Data. Reserva represents that it has no knowledge of any vulnerabilities or breaches that would compromise Client Data.
No Absolute Guarantee: While Reserva is committed to implementing the highest security standards, the Client acknowledges that no data transmission or storage system is 100% secure. Reserva will not be liable for any unauthorized access, hacking, or other security incidents unless caused by Reserva's gross negligence or willful misconduct.
6.6 Indemnification for Data Breaches:
Client Indemnification: The Client agrees to indemnify, defend, and hold harmless Reserva from any claims, damages, or losses arising from a breach of the Client's own security measures, including unauthorized access or misuse of Client Data by the Client's employees or third parties.
Reserva Indemnification: Reserva agrees to indemnify, defend, and hold harmless the Client from any claims, damages, or losses directly resulting from a data breach caused by Reserva’s gross negligence or willful misconduct in failing to implement or maintain the agreed-upon security measures.
7. Liability and Indemnification
7.1 Limitation of Liability:
Reserva’s liability under this Agreement is limited to the amount paid by the Client for services in the 12 months preceding the event giving rise to the claim. Reserva is not liable for any indirect, incidental, or consequential damages.
7.2 Indemnification:
The Client agrees to indemnify and hold harmless Reserva from any claims, damages, or losses arising from the Client's use of Reserva Treasury services, except where such claims arise from Reserva’s gross negligence or willful misconduct.
8. Termination
8.1 Termination by Client:
8.2 Termination by Provider:
8.3 Effects of Termination:
Upon termination, the Client will settle any outstanding payments, and Reserva will cease providing services. Reserva will provide the Client with a copy of their data in a mutually agreed format within 30 days of termination.
9. Dispute Resolution
9.1 Governing Law:
9.2 Dispute Resolution Mechanism:
Initial Resolution: Any disputes arising out of or in connection with this Agreement will first be attempted to be resolved through good faith negotiations between the parties.
Mediation: If the dispute cannot be resolved through negotiations within 30 days, the parties agree to participate in mediation in Delaware (jurisdiction) before resorting to litigation or arbitration.
Arbitration: If mediation fails, any unresolved disputes will be submitted to binding arbitration in Delaware (jurisdiction) under the rules of the American Arbitration Association. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
Litigation: In the event arbitration is not pursued, or if either party seeks injunctive or equitable relief, the dispute may be brought before the state or federal courts located in Delaware (jurisdiction).
10. Amendments and Waivers
10.1 Amendments:
10.2 Waivers:
No waiver of any term or condition of this Agreement, whether by conduct or otherwise, will be deemed effective unless made in writing and signed by the party against whom enforcement of the waiver is sought. A waiver of any breach or default will not constitute a waiver of any other right under this Agreement or any subsequent breach or default.
11. Miscellaneous Provisions
11.1 Force Majeure:
Neither party will be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to events beyond the reasonable control of the affected party, including acts of God, natural disasters, war, terrorism, government actions, or any other similar events.
11.2 Assignment:
Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Reserva may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
11.3 Entire Agreement:
This Agreement, including all schedules, exhibits, and any documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
11.4 Severability:
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the parties will negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid and enforceable provision that reflects the original intent of the parties.
11.5 Notices:
All notices, requests, demands, and other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given if delivered by hand, by certified mail, return receipt requested, by a nationally recognized overnight courier service, or by email (with confirmation of receipt) to the addresses specified by the parties.
12. Signatures