Effective Date: August 17, 2023
These General Terms of Service ("Terms"), together with any applicable Service Schedules and any other documents and policies referred to within these Terms or applicable Service Schedules, set out the legal agreement between the business that has applied to open a BILL Profile ("You", "Your" or "Yourself") for the BILL Platform Service and Bill.com LLC and its affiliates, with their address at 6220 America Center Drive, Suite 100 San Jose, CA 95002, USA, its successors and assigns ("BILL", "We", "Us", or "Our"), and governs Our provision and Your use of the BILL Platform and Bill.com Balance Service (collectively the "Agreement").
You should read this Agreement carefully.
You consent and agree to comply with the Agreement by electronically accepting this Agreement. The Agreement is effective on and from the date on which You receive confirmation from Us that Your application to establish a BILL Profile and BILL balance has been successful (the "Effective Date"). The BILL balance is an e-Money Account provided by our Payment Provider through the BILL Platform. If You are a current User of International Business Receivables Service ("IBR Service"), You and We agree that the existing agreement between You and Bill.com that governs Your use of the IBR Services will be deemed terminated and replaced by this Agreement on the Effective Date.
This Agreement includes and You are consenting to the following additional documentation:
Your consent to this Agreement applies whether You are a natural person (an "Individual") acting in the course of their trade, business or profession, (e.g. a sole trader) or You are an entity such as a partnership or company (an "Organisation"). Where You are an Organisation and the person that accepts this Agreement is a private individual acting for You, You warrant that that individual is duly authorised and empowered by You to accept this Agreement on Your behalf. In this event, the private individual's acceptance of this Agreement additionally constitutes his or her personal representation and warranty that he or she is so authorised and that he or she has the power to bind You to such Agreement. You agree to provide us promptly on request with KYC Information on the Administrator, which shall include evidence that the Administrator is authorised to act on Your behalf.
You understand that this Agreement contains an agreement to arbitrate disputes ("Agreement to Arbitrate"), and You agree to the Agreement to Arbitrate as well as the included jury trial and class action waiver.
This Agreement covers:
By enrolling in or using the Service, You acknowledge and consent to Our Privacy Notice, including the Supplement for European and United Kingdom Residents, (hereinafter referred to collectively as "Our Privacy Notice"), which governs Our collection, use, sharing, and protection of Your information.
The provisions of the Data Processing Addendum are incorporated herein by reference. The Data Processing Addendum is supplemental to and comprises an integral part of this Agreement, and reflects the parties' agreement with respect to BILL's Processing of Personal Data, as those terms are defined in the Data Processing Addendum.
You consent to accept electronic communications as described in Our Consent to Electronic Delivery of Communications and Use of Electronic Signatures.
The BILL Platform Service allows you to access the Partner Products via BILL's desktop-based application (the "BILL Platform"). Your level of access to the features and functions offered via the Partner Products will depend on the settings enabled and communicated to You through the BILL Platform and/or Your BILL Profile from time to time and as subject to the terms and conditions set out in the Service Schedules, which may, in certain circumstances, depend on where You are located.
The BILL Platform Service allows You to create a BILL Profile, through which you can access the Partner Products (described below) to manage Your payments to third party suppliers (Your "Vendors") and receipt of payments from third party customers (Your "Customers"). The BILL Platform Service allows you to view the balances held in Your BILL balance, exchange currency and manage (on Your own behalf or on behalf of third parties who authorise You to do so) accounts payable and accounts receivable electronically.
The BILL Platform Service is a not a regulated financial service and We do not issue You with electronic money nor provide payment services: rather the BILL Platform Services allow you, via Your BILL Profile, to access the regulated e-Money Account(s) and related payment services provided by the Payment Partner pursuant to the Partner Terms.
We act as a distributor of the Payment Provider's electronic money and You agree and authorise Us, as distributor, to operate the e-Money Account on Your behalf, which shall include requesting the Payment Provider to execute transactions from Your e-Money Account in accordance with the terms and conditions set out in the relevant Service Schedule.
Partner Products include, but are not limited to, the accounts which hold Your BILL balance ("e-Money Accounts'') and related payments capability using those e-Money Accounts. The Partner Products are provided by Modulr FS Limited, an electronic money institution authorised and supervised by the FCA (Firm Reference Number 900573) (the "Payment Provider") pursuant to the “Modulr Introduced Client Terms of Business'' (collectively "Partner Terms") which are provided to You for acceptance at the same time as this Agreement and which shall come into effect on the Effective Date. Pursuant to the Partner Terms, You are the Introduced Client, the Partner Products are only accessible through BILL's Platform Service, and the functionality of such shall be determined by the settings enabled and communicated to You through the BILL Platform and/or Your BILL Profile from time to time and as subject to the terms and conditions set out in the Service Schedules to this Agreement.
The Partner Platform may refuse, it is sole discretion, to open an e-Money Account for You, in which case, we shall have no obligation to register and open Your BILL Profile nor provide You with access to the BILL Platform Services.
In order to use the BILL Platform Services and access Your BILL balance, You must register a "BILL Profile." To register a BILL Profile You must provide Us with certain information, which may differ depending on whether You are an Individual or an Organisation, including, but not limited to, identifying information about Yourself, which may include Your legal name, address, email address and other contact information, details of Your Nominated Account (as defined in Schedule 1), Your Company Registration Number if You are an Organisation and any other information that we may reasonably request from You in order to ensure the security and performance of the BILL Platform Services and compliance with applicable laws. The information required to create a BILL Profile is in addition to any information We or the Partner Provider require for KYC Information as specified under Section 10.2.
If You provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, and (where relevant) You do not provide us on request with complete, accurate or clarifying information, We may suspend Your access to the BILL Platform Services, close Your BILL Profile or terminate this Agreement and request that the Payment Provider closes Your e-Money Account without incurring any liability to You.
It is your responsibility to ensure that you maintain up-to-date information in your BILL Profile, including (but not limited to) Your contact details, Your Nominated Account information and the identity of Your appointed Administrator and Users. If there are any changes to the information contained in Your BILL Profile or the information that You have otherwise provided to BILL, You must immediately notify BILL of such changes, by contacting BILL using the contact information set out in Section 6, to ensure that we have true, accurate, current and complete information about You, Your Administrator and Your Users at all times. BILL shall not be liable for any failure to perform its obligations under this Agreement if such failure is a result of You providing Us with incorrect or out-of-date information.
In order to register a BILL Profile for the BILL Platform Service, You must identify one person to act in the "Administrator" role who has the Your authority to initiate registration. Your Administrator may be required to provide evidence of their authority to act on Your behalf. After registration, the Administrator will have the power to manage and control access to and use of the BILL Profile and to access and use the Partner Products via the BILL Platform Services. The Administrator may also invite and authorise other persons to access, establish Login Credentials for, and use the BILL Platform Services (each person granted access through the use of Login Credentials, including the Administrator, is referred to in this Agreement as a "User"). All Users will have the same authority and rights as the Administrator to use all features of the BILL Platform Service available to You, to change Your BILL Profile through Customer Service, to instruct payments through the BILL Platform Service, and to revoke access and authorisation of any other User (including the Administrator).
It is Your sole responsibility to ensure that only persons with the requisite authorisation are granted access as Users. Information about User(s) and their use of the BILL Platform Service may be provided by Us to the Administrator or any User. You understand and agree that You are solely responsible and liable for any actions or inactions of a User (including the Administrators) and We shall be entitled to act on any instruction provided to Us by a User via Your BILL Profile on the assumption that such User is acting on Your authority. It is Your sole responsibility to ensure that each User has been made aware of and complies with this Agreement and the Partner Terms. We reserve the right on Our own behalf or at the request of the Payment Provider to request and verify identification or other information from any User to ensure the security of the BILL Platform Services and/or compliance with applicable laws. If You or the User fail to provide Us with such information on request, We may refuse You or that User access to the BILL Platform Services. You understand and agree that if You are a corporation, partnership, or other Organisation, then Your User(s) may remotely access Your BILL Profile from outside of the country where You hold e-Money Accounts.
You are solely responsible for managing each User's access. If a User no longer has Your authority or permission to access the BILL Platform Service, You must immediately revoke such access through Your BILL Profile. You will be liable for the acts and omissions of each User, including (where relevant) transactions made, Service Fees incurred and any other use of the BILL Platform Service until You revoke access for such User through Your Bill Profile. You remain fully responsible and liable for payment instructions of a revoked User that are in process at the time of the revocation.
You represent and warrant that:
BILL reserves the right, from time to time, to update the BILL Platform Service and/or make new applications, tools, features or functionalities available, the use of which may be contingent upon Your agreement to additional terms and/or service fees.
In addition, BILL reserves the right to perform scheduled or emergency maintenance of the BILL Platform in order to preserve the operational stability or security of the BILL Platform Services. We shall provide you with notice in advance of any scheduled maintenance but may be required to perform emergency maintenance without prior warning to You. We shall not be liable for any disruption to the BILL Platform Services during such periods of scheduled or emergency maintenance.
As a pre-condition of access to the BILL Platform Services, Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the User's "Login Credentials").
You are solely responsible for ensuring Your Users maintain the confidentiality of their Login Credentials. To the extent allowed by law, You accept responsibility for all activities taken and instructions provided to BILL via Your BILL Profile that are authenticated through User Login Credentials, including all payment instructions provided to BILL. You shall ensure that each User agrees to keep User Login Credentials confidential and secure, and that each User warrants that they will not give or make Login Credentials available, directly or indirectly, to any unauthorised individual. You acknowledge and agree that if a User allows, whether through action or inaction, a person to gain access to their Login Credentials, with or without permission, that User is authorising that person to use the BILL Platform Service, and You will be responsible for all transactions and instructions that result from such access.
You acknowledge and agree that Our security procedures are commercially reasonable and meet authentication requirements under applicable law. BILL may, on reasonable notice to You, add new, or amend its existing, authorisation and security procedures, including requiring that a User update or amend their Login Credentials, at any time in order to improve the security of the BILL Platform Services. You agree to implement any additional security measures we inform You of from time to time.
If You believe that Your BILL Profile has been compromised or accessed without authorisation, or any User's Login Credentials have been lost, stolen or compromised, or someone has attempted or may attempt to make or request payments through Your BILL Profile without authorization, You must immediately (a) take any and all steps within Your BILL Profile to protect the security of Your B
ILL Profile (including, for example, resetting a User's Log-in Credentials or revoking a User's access); and (b) notify BILL's Customer Support through Our customer support portal.
Subject to this Agreement, including payment of all Service Fees, BILL grants to You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable licence to access and use the BILL Platform Service, including without limitation the software that enables the BILL Platform Service, together with any updates, bug fixes, help content, and other related materials that BILL provides to You, solely for Your own use for the duration of and in accordance with the terms of this Agreement. You acknowledge and agree that if You are in violation of this Agreement, BILL may, in its sole discretion and without notice to You, immediately suspend or terminate Your licence and/or access to the BILL Platform Service.
BILL reserves and retains all rights in the BILL Platform Service not expressly granted to You in this Agreement. The BILL Platform Service is protected by copyright, trade secret, and other intellectual property laws. BILL and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the BILL Platform Service and all copies thereof. This Agreement does not give You any rights in BILL's or its licensors' intellectual property, including its trademarks or service marks.
You should direct any complaint or concern relating to the Partner Products or the Bill Platform Service to Us through Our customer support portal.
You represent and warrant that You will not use the BILL Platform Service in connection with any business or industry prohibited under BILL's Acceptable Use Policy. BILL reserves the right, in its sole discretion, to update or change the Acceptable Use Policy at any time in accordance with the terms of this Agreement. You are solely responsible for ensuring that Your use of the BILL Platform Service complies with the current Acceptable Use Policy. You acknowledge and agree that if You are in violation of the Acceptable Use Policy, BILL may, in its sole discretion and without notice to You, immediately suspend or terminate Your access to the BILL Platform Service.
You agree that You will use the BILL Platform Service only as permitted by applicable law and exclusively for purposes that are consistent and in compliance with this Agreement. You will not, and You will not allow any Administrator, User or third party, to:
You agree that the BILL Platform Service provided to You under this Agreement is solely for Your use. Access to the Your BILL Profile and Partner Products is restricted to You and Your Users who are permitted to access and use the BILL Platform Service only in accordance with this Agreement. You are responsible for training Your Users in the appropriate use of the BILL Platform Services.
You represent and warrant that:
If BILL provides You with information about another User of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another User's information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific User to do so.
You agree that You will not send or transmit any personal health information to Us or otherwise in any manner through the BILL Platform Service including any special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation. You are solely responsible for ensuring that Your use of the BILL Platform Service complies with all applicable laws and regulations. If We become aware that You have sent or transmitted personal health information in any manner through the BILL Platform Service, We may delete the personal health information without notice to You and without incurring any liability to You. You agree to pay any costs or fees associated with that deletion.
We shall notify you of such termination unless prohibited by law.
Subject to the limitations of Schedule 1; Section 1 Using the BILL Platform Service, if you wish to terminate this Agreement and/or close Your BILL Profile or e-Money Accounts, You may do so by notifying Customer Services through Our customer support portal. Terminating this Agreement and/or closing Your BILL Profile will result in the closure of all e-Money Accounts.
Access to Your BILL Profile and the BILL Platform Service will also terminate if the Payment Provider closes all of Your e-Money Accounts or terminates its agreement with You. This Agreement will automatically terminate when all e-Money Accounts with respect to the Bill Platform Service are closed (for any reason).
On termination of this Agreement, the Partner Terms will automatically terminate and You will no longer have access to Your BILL Profile or the Partner Products and We shall deactivate all User access.
On termination of this Agreement for any reason, we shall instruct the Payment Provider to return any balance remaining in Your e-Money Accounts less any outstanding fees including Service Fees due (where applicable) under this Agreement. In the event that the fees including Service Fees owed to Us exceed the balance held in your e-Money Accounts or in the event of a negative balance, You shall reimburse Us for any such fees or negative balance.
Upon termination, You will remain responsible for all obligations and liabilities related to the BILL Platform Service arising or accruing prior to the effective date of termination, including all outstanding instructions submitted via Your BILL Platform and payment of Service Fees and other fees and costs all in accordance with Section 12 (Fees and Payment Terms).
BILL may maintain copies of any information or data that You upload to or create in the BILL Platform Service, such as User Data, Bills, and Documents, as required or permitted by law, this Agreement or Our Privacy Notice.
To the extent permitted by law, You grant to us the right to apply or set off any money or credit balance in which You have an interest and which is in the possession, custody or control of BILL or its Payment Partner, in satisfaction of any amounts or liabilities that You owe to Us.
If You provide any feedback, suggestions, or comments to BILL regarding the BILL Platform Service, including concerning the functionality and performance of the BILL Platform Service, You agree to assign to BILL all rights, title, and interest in and to such feedback, and BILL is free to use such feedback, suggestion, or comment without payment or restriction on account of intellectual property rights or otherwise.
As permitted by law, Your use of or interaction with the BILL Platform Service provides Your consent to receive informational calls, marketing calls, and text or other application based direct messages from BILL at any telephone number provided to Us in connection with Your BILL Profile including by automated means. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Notice, including but not limited to (i) providing multi-factor authentication or a one-time password, (ii) notifying You regarding Your e-Money Account or BILL Profile, and regarding new functions, features and services, and (iii) helping You with Your BILL Profile, or to resolve a dispute. Standard rates and text charges by Your internet or telecommunications provider may apply. You can opt out of receiving promotional texts or calls from BILL at any time by updating the email preferences in Your BILL Profile.
You understand and agree that BILL may, without further notice or warning and in Our sole discretion, where permitted by law, directly or through a third-party service, monitor and/or record any telephone calls between You and Our employees, contractors, or agents for purposes of quality control and/or training purposes, as required by applicable law, or for BILL's protection. While Your communications with BILL may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by BILL, and We do not guarantee that recordings of any particular telephone calls will be retained or retrievable.
You grant to Us and We reserve the right to use third parties to provide and/or facilitate the Bill Platform Service.
We may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, notice or other legal order ("Legal Order") that we believe to be valid in a manner that we in Our sole discretion decide, without incurring any liability to You.
To prevent, detect, and prosecute international money laundering and terrorist financing activities, financial institutions, such as the Payment Partner, are required to obtain, verify and record information that identifies every customer.
In order to be eligible to use the BILL Platform Services and to access and use the Partner Products, We will, on behalf of our Payment Provider, ask You, Your Administrator or Users for identifying information, such as legal name, registered or residential address, date of birth, Your Company Registration Number if You are an Organisation and any other information that will allow Us to identify You. We may also ask to see other identifying documents, including but not limited to, Your or Your Administrators or User's passport or driver's licence and business related documents. We will let You know if additional information is required. We will ask for such identifying information ("KYC Information") before You are approved for a BILL Profile and will periodically request additional information to maintain access to the Partner Products.
You consent to searches and collection of information from available databases (including the electoral register) of You and Your directors, beneficial owners and where relevant your Administrator or User(s) ("Key Personnel") for anti-money laundering purposes. You acknowledge that a "soft footprint" search may be placed on the electronic files of Key Personnel by the Credit Reference Agencies and that their personal details may be accessed by third parties for the specific purpose of anti-money laundering and countering the financing of terrorism ("AML/CFT"), identity verification and fraud prevention. You consent to BILL obtaining Your business credit report from a Credit Reference Agencies at account opening and whenever We reasonably believe there may be an increased level of risk associated with Your use of the BILL Platform Services.
We reserve the right to refuse to register a BILL Profile or allow You or any Key Personnel (where relevant) to use or participate in the BILL Platform Service if We are unable to obtain or verify information relating to You or Your Key Personnel's identity or financial condition. Notwithstanding any steps that We take to verify the information provided to Us, You represent and warrant that all information You provide is complete, truthful, accurate, and up-to-date. You also agree to provide Us with updated information if the information You have provided to Us changes.
You grant to Us and BILL reserves the right to review, investigate, hold and/or suspend any (1) request to access or log-in to Your BILL Profile, (2) payment requests and/or (3) other actions requested or taken through the BILL Platform Service for any of the following reasons:
In Our sole discretion, BILL may place a hold on a payment request (whether from You to a Vendor or from a Customer to You) for as long as reasonably necessary to conduct an appropriate inquiry regarding such payment and/or or any related facts or circumstances in order to protect the security or operational stability of Your BILL Profile, the BILL Platform or the Partner Products or where required for Us or the Payment Provider to comply with applicable laws. Depending on the results of this review, BILL reserves the right to take any appropriate action, including instructing the Payment Partner to cancel the payment, reverse the payment, or continue to hold the payment pending instructions from a government agency.
You acknowledge that We may make appropriate reports regarding payments made through the BILL Platform Service, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, and We will cooperate with the appropriate authorities in any resulting investigation or prosecution, all as required or permitted by law.
If You upload, store, share, or otherwise process Your documents, information, data and content ("User Data"), You consent to BILL's access and processing of User Data in accordance with Our Privacy Notice, this Agreement, the settings on Your BILL Profile , or the features of the BILL Platform Service You elect to use. BILL reserves the right to remove or delete User Data from the Service for any reason, including if User Data violates this Agreement or applicable law, in BILL's reasonable discretion, without BILL incurring any liability to You.
You acknowledge and agree that BILL has no responsibility to monitor or police Your use of the BILL Platform Service, including but not limited to communications, information or data transmitted through the Service, such as User Data, and BILL will not be responsible for the content of any such communications, data or transmissions. However, BILL reserves the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.
You agree that BILL may collect, use and disclose to BILL's service providers technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the BILL Platform Service, software updates, product support, risk and fraud management and other services related to the BILL Platform Service, and to track and report Your activity inside of the BILL Platform Service. You understand that BILL may use aggregated and anonymized data for analytics purposes. Please see Our Privacy Notice for more details on how BILL collects, uses, shares and protects Your information.
Subject to Our Privacy Notice, You agree that BILL will have no responsibility or liability with respect to User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the BILL Platform Service, including with respect to any of User Data that You request to have deleted from the Service, other than as provided under this Agreement.
Access to the BILL Platform Service, or to certain features of the BILL Platform Service, may require You to pay certain fees, including but not limited transaction fees, payment processing fees, and other special services fees (individually and collectively, "Service Fees"). Information on Service Fees will be provided to You within the BILL application at the time You apply for a BILL Profile and will be included in a transaction summary at the time You make a transaction. Service Fees will be debited from Your e-Money Account or from the transaction at the time of the transaction. You agree to pay when due all Service Fees and taxes associated with those Service Fees applicable to Your use of the BILL Platform Service. BILL reserves the right to refuse to cancel Your BILL Profile if Your account is not in good standing or has any overdue Service Fees.
BILL reserves the right to change the Service Fees from time to time, in its sole discretion. BILL will notify You of Service Fee changes in accordance with Section 20 of this Agreement (Updates and Changes to This Agreement). If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the BILL Platform Service and terminate this Agreement before such changes take effect. By continuing to use the BILL Platform Service after notice of the new Service Fees, You will be deemed to have accepted the new Service Fees. All Service Fees are non-refundable, except in the sole discretion of BILL.
You authorise BILL to direct the Payment Provider to debit Your e-Money Accounts or to deduct Service Fees from a transaction in payment of any Service Fees due and owing to Us under this Agreement and all taxes applicable to such Service Fees. If BILL is unable to debit its Service Fees from Your e-Money Account, You agree to pay all past due Service Fees and taxes within 5 business days of notice of non-payment from BILL. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. We will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys' fees and expenses for any amount due.
When You make a payment, withdraw funds or move funds from one e-Money Account to another, You may choose to change the currency as part of the transaction (a "Foreign Currency Transaction"). Your funds may be exchanged for any "Eligible Currency" which are currencies We determine and offer in Our sole discretion. We will convert the currency using an exchange rate We determine in Our sole discretion. When You choose a Foreign Currency Transaction, the exchange rate will be determined at the time You make the associated payment, withdrawal or transfer. Exchange rates may vary from time to time due to market fluctuations and as a result of Our costs and such rates may differ from the indicated rate shown to You at the time You make Your currency election. You agree to the rate We apply for the currency conversion, even if it differs from the indicative rate shown to You. You agree that We are not responsible and will not be liable to You for any loss suffered by You due to any rate fluctuations. We and our third-party service providers include a margin on foreign exchange, which is an indirect cost to You. The margin is the difference between the wholesale exchange rate that we obtain for the foreign currency and the actual exchange rate used to convert the payment to the foreign currency You elect.
THE BILL PLATFORM SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE BILL PLATFORM SERVICE AND YOUR DEALING WITH ANY OTHER BILL PLATFORM SERVICE USER. BILL DOES NOT WARRANT THAT THE BILL PLATFORM SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. BILL FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BILL OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE BILL PLATFORM SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE BILL PLATFORM SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
Through the BILL Platform Service, You may access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, "Third-Party Services").
BILL does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, BILL does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.
You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. BILL disclaims any and all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against BILL with respect to the content or operation of any Third-Party Services.
BILL IS NOT AFFILIATED WITH ANY OTHER BILL USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER BILL USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE BILL PLATFORM SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, CUSTOMER OR VENDOR, IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE BILL (AND OUR PARENT ORGANISATION, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL DAMAGES AND OTHER SPECIAL, INDIRECT OR INCIDENTAL DAMAGES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. BILL WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE BETWEEN YOU AND ANY THIRD PARTY.
You acknowledge and agree that certain distributors of the BILL Platform Service, including but not limited to mobile app store providers, such as Apple, Inc. and Google Inc., are intended beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You. Unless expressly provided in this Agreement, no term of this Agreement is enforceable by any person who is not a party to it whether pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BILL BE LIABLE TO YOU, YOUR ORGANISATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE BILL PLATFORM SERVICE, FOR ANY INCIDENTAL, INDIRECT, PUNITIVES, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT BILL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. BILL WILL NOT BE LIABLE FOR LEGAL FEES, EXCEPT AS REQUIRED BY LAW.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL BILL'S AGGREGATE LIABILITY TO YOU, YOUR ORGANISATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE BILL PLATFORM SERVICE EXCEED THE TOTAL SERVICE FEES PAID BY YOU TO BILL IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR THE LOCAL CURRENCY EQUIVALENT OF ONE HUNDRED UNITED STATES DOLLARS ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
Customer acknowledges that each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is an essential element of this Agreement and is intended to and does allocate the risks reasonably between the parties under this Agreement, and that in the absence of such limitations, the pricing and other provisions in these Terms would be substantially different. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, IN THOSE JURISDICTIONS, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
You agree to full liability and responsibility for Your use of the BILL Platform Service, and You will defend and indemnify BILL and its officers, directors, employees, consultants, parent organisations, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable legal fees and costs, arising out of or in any way connected with:
We reserve the right, at Our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defence of that claim.
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award (although the arbitrator must abide by the contractual limits on damages in this Agreement) and must enforce applicable statutes of limitation and legal defences.
Either You or BILL can seek to have a Claim resolved in small claims court if all the requirements of small claims court are satisfied. Either You or BILL may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to Your residence, and You may also bring a Claim in small claims court in the Superior Court of California, County of Santa Clara, USA.
This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and BILL, will be governed by the laws of the State of California, USA without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California. Subject to the provisions of Section 17, You and BILL agree to submit to the exclusive jurisdiction of and agree that venue is proper in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California in any legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any matters arising out of or relating to this Agreement.
You may not assign or transfer the Agreement, in whole or in part, without BILL's written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. BILL may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the parties.
This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account. If BILL provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.
The headings in this Agreement are for convenience only and have no legal effect.
BILL will not be liable for any delay or failure to perform any obligation related to the BILL Platform Service if the delay or failure is due in whole or in part to unforeseen events that are beyond BILL's reasonable control, including but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action or non-performance of third party suppliers.
The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.
In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
You shall comply and shall ensure that Your User's comply with all applicable laws and regulations with respect to Your use of the BILL Platform Service, including without limitation any export laws and regulations of the United States.
For the avoidance of doubt, it is Your sole responsibility to determine what, if any, taxes apply to the payments You make to Vendors or receive from Customers (if applicable), and it is solely Your (and where relevant Your Customer's or Vendor's) responsibility to assess, collect, report and remit the correct taxes to the appropriate authority. We are not responsible for determining whether any taxes apply to the transactions that You make or receive via the Partner Products or manage via the BILL Platform Service, or for calculating, collecting, reporting or remitting taxes arising from any such transactions.
Nothing in this Agreement, will be construed to create a partnership, joint venture, agency or fiduciary relationship between You and BILL.
This Agreement is intended for the sole and exclusive benefit of You and BILL, and is not intended to benefit any third party, except as otherwise stated.
This Agreement constitutes the complete and exclusive agreement between You and BILL concerning the BILL Platform Service and supersedes all other agreements or understandings, written or oral, about the BILL Platform Service.
We may provide notice to You by email, standard mail, fax and, where permitted by law, phone or text. Notice will be provided to You in accordance with the contact information You provided Us at the time You opened a BILL Profile or any other address or number subsequently communicated to Us. We may also provide notice through the BILL Platform. You acknowledge and agree that notice to Your Users or Administrator is effective notice on You for any purpose. You agree to keep Your contact information, email address and phone number up to date. Notice is effective at the time We send an email, fax or standard mail, provide a message through a phone or text message, and/or when we post a notice in Our application.
BILL reserves the right to modify or change the terms of this Agreement (including adding and deleting terms) as well as its policies relating to the BILL Platform Service, at any time, in Our sole discretion. We will post material changes on Our Website, and will notify You 30 days prior to the effective date of any material change to Your Agreement, unless We are required by law or regulation to make a more immediate change and in that case we will notify You as soon as commercially reasonable.
In the event that an amendment or change to the terms of this Agreement materially impacts the Partner's performance of the Partner Terms or Your access to the Modulr Terms (or otherwise has the effect of materially modifying the Partner Terms), We shall give you no less than two (2) months' notice (unless We are required by the Payment Partner or applicable laws to make such change sooner, in which case we shall give as much notice as possible).
You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of:
If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the BILL Payment Service and terminate this Agreement prior to the effective date of the change.
When you agree to this Agreement with BILL You will also also agree to the Modulr Introduced Client Terms of Business which are contained in Schedule 3 to this Agreement.
This Schedule 1 sets forth additional terms that apply to the Accounts Receivables and Accounts Payable Services. This Schedule is supplemental to and incorporated into the Agreement that governs the BILL Platform Service. All capitalised terms used but not defined herein have the meanings given to them in the Terms.
The Payment Provider is at all times responsible for holding the funds in Your e-Money Account, receiving and crediting funds to Your e-Money Account and executing transactions from Your e-Money Account pursuant to the Partner Terms.
The "Accounts Receivables Service" enables You to:
The "BILL Network" refers to those Customers and Vendors who have a BILL Profile and have agreed to BILL's UK Terms of Service or have agreed to the US Bill.com Terms of Service with Our affiliates.
The provision of the Account Receivables Service is subject to Our applicable disclosed Service Fees. Certain services may also be subject to additional Service Schedules or documentation (i.e., the Payment Initiation Service Schedule) or the terms of our Third-Party Service Providers.
In order to withdraw funds from Your BILL balance, You must provide us with details of a bank account or other third party payment account held in Your name (Your "Nominated Account”). We reserve the right to request and review evidence that the Nominated Account is held in Your name and that You are the owner of such Nominated Account. You must obtain Our express written consent to add additional Nominated Accounts for the purpose of withdrawing funds. You must provide advance written notice to Us of any changes to the Nominated Account and such changes will be subject to our written approval. We reserve the right in our reasonable discretion to apply any security or verification measures with regard to a change to a Nominated Account before approving the replacement Nominated Account (including in respect of the person who requests such change and the status and ownership of the account itself).
The "Accounts Payable Service" enables You to:
The Accounts Payable Service is made available to You at BILL's discretion. If you are eligible for the Accounts Payable Service and We notify that it is available to You, then the terms set out in this Service Schedule relating to making payments to Vendors shall apply to Your use of such Accounts Payable Service.
The provision of the Account Payable Service is subject to Our applicable disclosed Service Fees. Certain features may also be subject to additional Service Schedules (i.e., the Payment Initiation Service Schedule) and/or may require additional documentation or information from You.
You must hold one or more e-Money Accounts to receive payments from your Customers and to make payments to your Vendors. Your e-Money Accounts can be held in different Eligible Currencies, which We determine in Our sole discretion. You will not receive interest or accrue any other similar benefit on the funds in Your e-Money Accounts.
In the following circumstances, You may not close Your e-Money Account or Your BILL Profile: to evade investigation; if You have pending transactions or an open dispute or claim related to one or more of Your e-Money Accounts; Your e-Money Account has a negative balance; or if Your e-Money Account is subject to a Legal Order or hold.
We may direct the Payment Provider to immediately suspend or close one or more of Your e-Money Accounts for any of the reasons or in any of the circumstances set out in Section 8.4 of the Terms. If We suspend or terminate Your account or access to the BILL Platform Service, We shall notify You, unless we are prohibited from doing so under applicable law.
One or more of Your e-Money Accounts must be the destination of all payments received by Customers and the source of funding for all payments to Vendors. You may be asked to identify which e-Money Account to credit or to debit. When an e-Money Account is identified for debit or credit, You represent and warrant that:
You acknowledge and agree that You will not use the BILL Platform Service for payment of alimony; child support; marijuana related businesses; or payments to settle securities transactions.
All Users including the Administrator have permission to request and authorise payments from Your e-Money Account. It is Your sole responsibility to ensure that persons granted User status are appropriate individuals to be able to initiate payments. By entitling a User to submit and authorise payment instructions through the BILL Platform Service as a payer, You represent and warrant to Us that the User is authorised to instruct BILL to, on Your behalf, direct instructions to debit or credit Your e-Money Account, as applicable and as provided under this Agreement, the Partner Terms and applicable laws, regulations or rules. You will be responsible for any and all payments requested or made by a User.
To the extent allowed by law, You agree to be bound by all payment instructions or transactions initiated through the BILL Platform Services and authorised via the use of a User's Login-Credentials or such other security protocols that may be notified to You by Us from time to time in compliance with BILL's security procedures and this Agreement. You agree that You will be liable for all losses or payments resulting from (1) the theft, loss, compromise, or unauthorised use of Your BILL Profile or User Login Credentials and/or (2) any losses or unauthorised payments resulting from any fraudulent or illegal compromise of Your systems or processes. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors.
If You notice an incorrect payment or a payment You consider was unauthorised, You must immediately contact us via the customer support portal.
Upon Your timely report, We may, in Our sole discretion, use good faith measures to attempt to reverse and recover any erroneous payments or transfers on Your behalf, but BILL will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.
When We receive an instruction (including but not limited to a payment instruction) from You or any User, We will use commercially reasonable efforts to, on Your behalf, direct the Payment Provider to make and deliver the instruction (including payments), subject to this Agreement, and You authorise the Payment Provider to credit or to debit Your e-Money Account and remit funds on Your behalf, all in accordance with the instructions You (via Your Users) submit through the BILL Platform Services. You are solely responsible for the accuracy of any instructions including but not limited to payment information and the payment instructions provided in connection with Your use of the BILL Platform Service. You agree to be bound by any instruction (including any payment instruction) that You or any Payer provides to Us, to the fullest extent allowed by law.
BILL reserves the right to take the following protective actions with respect to any instruction or request for a payment transaction submitted through the BILL Platform Service in Our sole discretion, without BILL incurring any liability to You:
For any of the above actions, we will use commercially reasonable efforts to provide notice to You, where such notification does not present a security risk, is not prohibited by law and is reasonably practicable under the circumstances. You agree that any failure to provide such notice will not result in any liability owed to You by BILL. Without BILL incurring any liability to You, BILL may contact, in its sole discretion, for any reason, a Customer regarding any payments made, or to be made, by the Customer through the BILL Platform Service.
To use the BILL Platform Service to make payments to Vendors and receive payments from Customers, You will be required to provide information for Your Customers and/or Vendors. For each Customer or Vendor, You agree to provide accurate and current information, and any additional information as requested by BILL.
If You choose to connect with, link, or transact with a Customer or Vendor in the BILL Network or where available outside of the Bill Network, You acknowledge and agree that You are solely responsible for selecting and transacting with the correct Customer or Vendor. BILL and the Payment Provider will have no liability or responsibility if You select or transact with an incorrect Customer or Vendor. Neither BILL nor the Payment Provider will have any liability or responsibility for Your Customer's or Vendor's actions or inactions.
You are solely responsible, and BILL is not responsible, for verifying the accuracy of any Customer or Vendor information provided in connection with Your BILL Profile or use of the BILL Platform Service. BILL and the Payment Provider will have no liability for losses or damages resulting from the accuracy or inaccuracy of Your Customer's or Vendor's information, including bank account information, or Your or Your Vendor's actions or inactions. If You invite a Vendor to set up a BILL Profile, You acknowledge that it may take several business days to set up the Vendor as a participant in the BILL Network. BILL does not guarantee that a Customer or Vendor will be set up as a participant in the BILL Network.
By providing, entering, connecting, or uploading any Customer or Vendor information in connection with the BILL Platform Service, You represent and warrant that:
When You create or link a Customer or Vendor to Your BILL Profile , You authorise Us to follow the payment instructions that We receive from You to transact with that Customer or Vendor. You represent and warrant that Your Customer or Vendor approve and authorise payments from or to them respectively and that they authorise debits and credits to and from their respective bank accounts to complete any payment instruction from You. BILL will have no liability for losses or damages resulting from debits or credits that You initiate without authorization from Your Customer or Vendor.
In order to process payments more efficiently and effectively, We may alter payment data or data formats for a Vendor, all in Our sole discretion and without notice to You.
BILL or the Payment Provider will choose the payment method, based on variable factors including the currency, country of receiver and transaction amount, in their sole discretion, and may at their option change or limit the payment method used to deliver the payment.
When making a payment request through the Bill Platform Service, BILL will forward the request to the Payment Provider to process the debit from Your e-Money Account to fund the payment on the “Process Date,” subject to the rights We reserve under Section 10.4 of the Terms and Section 1.10 of this Schedule. The Process Date is the date You instruct Bill to send the payment request to the Payment Provider. You may cancel the payment request up to the Process Date, but not on or after the Process Date.
To stop a payment processing that has started, You must request to void the payment ("Void Payment Request") through Your BILL Profile. If You submit a Void Payment Request, BILL will use commercially reasonable efforts to stop the payment. You understand and agree that the ability to stop a payment depends on a number of factors, including but not limited to the payment method and whether the payment has cleared the Vendor's account and for those reasons, it may not be possible to stop a payment. You agree that neither BILL nor the Payment Provider will have any liability to You for failing to stop a payment that You have authorised and We (or the Payment Provider) has begun to process. A Void Payment Request may be subject to a fee.
When provided by BILL, estimated payment dates are for convenience only. BILL does not guarantee that a payment to a Vendor will be made within any specific time frame and disclaims any responsibility or liability if a payment request submitted through the BILL Platform is not made to a Vendor on or before any specific date. It is Your sole responsibility to ensure that payment to a Vendor is made as required by agreement, contract or law. Except as otherwise agreed or required by law, You will be solely responsible and BILL will not be responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after their due date.
It is Your responsibility to ensure that the e-Money Account designated for payments has an available and sufficient balance to cover the full amount of all payments plus all applicable Service Fees and taxes. Payment instructions that are not supported by an available and sufficient balance may be rejected by BILL or the Payment Partner. When You create a payment instruction, Your funds may be held and may not be accessible to You while the transaction is pending. Any failure to hold the funds will not result in any liability to BILL, and the Payment Provider may make a payment for which there are not sufficient available and collected funds. In such an event, You understand and agree that You will remain liable for the full amount of the payment instruction including any fees or charges associated with that payment.
You agree at all times to maintain available and sufficient funds in Your e-Money Account to satisfy any disputes or discrepancies concerning a payment and to satisfy all obligations in connection with Your BILL Profile and/or Your use of the BILL Platform Service, including reversals, and associated fees, and to add funds immediately to e-Money Account, if We notify You that Your funds are insufficient.
To fund Your payments, You authorise BILL to act on Your behalf in directing the Payment Provider to process a debit from Your e-Money Account, pursuant to Your Payment Instructions, in the full amount of each payment You or a Payer has requested.
If at any time Your e-Money Account has a negative balance for any reason including but not limited to insufficient funds for a pending payment instruction YOU AUTHORISE BILL TO DEDUCT THE AMOUNT OF ANY UNPAID NEGATIVE BALANCE PLUS ANY FEES, COSTS (INCLUDING COSTS RELATED TO CONVERSION OF CURRENCY) AND PENALTIES FROM ANY OTHER E-MONEY ACCOUNTS YOU HOLD. YOU ALSO AGREE TO PAY THE FULL AMOUNT OF ANY PAYMENT THAT IS NOT SUFFICIENTLY FUNDED WITHIN 5 BUSINESS DAYS. You agree to pay all penalties, interest charges, late payment fees, Service Fees, and/or interest related to any unfunded payment.
You are solely responsible for the accuracy of the payment information or the payment instructions provided to BILL. If a payment is refused or returned, BILL will void the payment, unless BILL in its sole discretion agrees to take other action on the payment such as directing the Payment Provider to credit or reissue the payment. If a returned or refused payment is voided, You authorise BILL to facilitate a credit in the amount of the payment to Your e-Money Account, less any Service Fees or other amounts owed by You.
BILL reserves the right to direct the Payment Provider to expire, void, cancel any payment and return it to You if the payment cannot be deposited or otherwise received by a Vendor within a reasonable amount of time (e.g. where You or the Vendor have provided incorrect payment details or the Vendor's bank rejects the payment), as determined by BILL in Our sole discretion. If a payment is expired, voided or cancelled, You authorise a credit for the amount of the payment to Your e-Money Account, less any Service Fees or other amounts owed by You to BILL.
You may upload invoices, bills, statements of accounts from Vendors, or other documents ("Bills") to the Inbox of Your BILL Profile. You may also authorise Vendors to send electronic Bills to Your account, or You can create Bills using the BILL Platform Service. You are solely responsible for the Bills uploaded, created, recorded, processed, approved, paid, and/or synced or shared with third parties through Your BILL Profile. BILL is not responsible for any Bills, including those that are misdirected or not received.
You may create invoices through the BILL Platform Service, or import invoices from Your accounting software if the import is supported by both BILL and Your accounting software. You may use this feature to send and track Your invoices, and to send reminders related to Your invoices. By using the invoice creation and management feature, You represent and warrant that You have all rights and consents necessary to send invoices and reminders to Customers in accordance with any governing agreements and applicable law. BILL is not responsible for any invoices or reminders that You send using the Service, including those that are misdirected or not received.
The Partner's Payment Initiation Service is made available to You at BILL's discretion: If you are eligible for the Payment Initiation Service and we notify that it is available to You, then (subject to Your completion of any additional required documentation that We or the Payment Provider may require to allow for the use of Payment Initiation Services), the terms set out in this Service Schedule relating to such shall apply to your use of the Payment Initiation Service ("PIS"). The PIS is a Partner Product that allows You, as the recipient of the PIS, to fund Your e-Money Accounts from accounts held by You at third party Account Service Payment Service Provider ("ASPSP") or to receive payment from Your Customers, whereby the Payment Partner shall provide Your Customer with PIS to allow the Customer to make a payment from their account held with a third party ASPSP. The Payment Partner shall provide you with PIS pursuant to separate terms and conditions provided to You by the Payment Partner.
(a) the PIS provided by ASPSPs or the execution of the PIS payment by the third party ASPSPs, such as Your bank;
(b) any error by You or Your Customers with respect to the information provided to the Payment Provider in respect of the PIS.