Effective Date: January 22, 2024
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This Supplemental Terms of Service (“Canadian Supplement”) applies to You if You are: (a) creating a BILL account for the purpose of receiving business payments in Canada (“Canadian BILL Account”) and (b) an Individual residing in Canada or a corporation, partnership, or other Organization organized under the laws of Canada. This Supplement, which is incorporated into BILL’s General Terms of Service (“Terms”), and together with the applicable documents and policies incorporated into those Terms and all applicable Service schedules or Riders referenced herein, constitute the Agreement between You and Bill.com Canada, LLC (“BILL”), and governs Your use of BILL’s Service. In the event of any conflict between this Canadian Supplement and the Terms, this Supplement will govern.
You understand and agree that: (a) the BILL Service is intended for business payments or payments by business entities; and (b) unless and until You complete Our onboarding process, including providing all required information related to You/Your Organization, You will not be able to perform a transaction and We may suspend or deactivate Your account at Our sole discretion.
To comply with applicable laws, BILL is required during Our onboarding process to collect Your Organization’s: (a) accurate beneficial ownership information; and (b) a verification document to confirm the beneficial ownership information that You provided. You confirm and verify the accuracy of all information that You provide, including but not limited to Your Organization’s beneficial ownership information, and all documentation related to that information.
Capitalized terms not defined in this Canadian Supplement have the meaning given to them in BILL’s Terms.
For the purposes of this Canadian Supplement, Schedule 1 as set forth below replaces Schedule 1 (Bill Payment Services) of the Terms and Schedule 2 as set forth below replaces Schedule 2 (Accounts Receivable Service) of the Terms. Schedule 3 (Console Service) of the Terms does not apply and does not constitute a part of the Agreement with BILL customers bound by this Canadian Supplement.
The Canadian Supplement covers:
By enrolling in or using the Service, You acknowledge our Privacy Policy, which governs Our collection, use, sharing, and protection of Your information.
No Canadian Sanctions. You represent and warrant that: (a) You are not any person or entity listed or designated in any economic sanctions laws, regulations, orders, embargos or restrictive measures administered, enacted or enforced by the Canadian Government, including Global Affairs Canada and Public Safety Canada (and any successors thereto), any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Criminal Code (Canada), the Freezing of Assets of Corrupt Foreign Officials Act (Canada), the Foreign Extraterritorial Measures Act (Canada), or the Justice for Victims of Corrupt Foreign Officials Act - Sergei Magnitsky Law (Canada); and (b) You are not an affiliate of any such person listed in any of the above or any person acting on behalf of a person referred to in the foregoing. You are prohibited from attempting to directly or indirectly send payments to Cuba which is a sanctioned country, person, group or entity under U.S. law.
Personal Health Information. You agree that You will not send or transmit any personal health information to BILL or otherwise in any manner through the Service. You are solely responsible for ensuring that Your use of the 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 Service, We may delete the personal health information without notice to You and without BILL incurring any liability to You. You agree to pay any costs or fees associated with that deletion.
Canadian money services business. In accordance with Our regulatory requirements as a Canadian money services business, in order to help fight the funding of terrorism and money laundering activities, We are required to obtain, verify, and record information that identifies every customer. Our requirements for collection and verification of Your information and Our rights with regard to review of accounts and payments and reports are set out in the Anti-Money Laundering and Know Your Customer Requirements Section of Our Terms, which are incorporated herein.
Currency Conversion Fee. When You receive or withdraw a payment that is not in Canadian currency (“Foreign Currency”), We convert that Foreign Currency to Canadian dollars using an exchange rate We determine in Our sole discretion. Exchange rates could vary from time to time due to market fluctuations and are determined at the time Your Customer makes a payment in a Foreign Currency or at the time You withdraw the payment from Your BILL Account. You agree that BILL is not responsible and will not be liable to You for any loss suffered by You due to any such rate fluctuations. We do not charge a fee for Foreign Currency conversion, but We and Our third-party service providers include a margin on foreign exchange, which is an indirect cost to You. A margin is the difference between the wholesale exchange rate and the actual exchange rate used to convert the Foreign Currency to Canadian dollars.
Balance. The funds that You see in Your BILL Account (“Balance”) represent a general liability of Us to You and the Balance does not in any way connect to or constitute a savings or checking account. We are not a bank and any funds in the Balance will not bear any interest. This Balance is not insured by the Canada Deposit Insurance Corporation or by any other provincial insurer of deposits and is subject to normal risks. You acknowledge that all funds loaded into Your Balance will be held by Us in a segregated custodian bank account at Our banking provider (the “Pooled Account”). The Pooled Account will include all funds of all users of the Pooled Account and Your identity and Your share of the funds in the Pooled Account (as represented by Your Balance) will be maintained in Our records.
Inactive Accounts. If Your BILL account becomes inactive because (a) You have not provided all required information during the onboarding process, (b) You do not process a payment for an extended period of time, or (c) because You have not linked a valid bank account, You may have a balance that is deemed “unclaimed” or “abandoned” under applicable law. BILL may transfer any such "unclaimed" or "abandoned" funds in Your BILL account as required or permitted by applicable law. To the extent permitted by law, BILL may deduct a dormancy fee from any funds transferred under this paragraph.
Agreement to Arbitrate. Our requirements for arbitration are set out in Our Terms and incorporated herein except as modified by the paragraphs set out in this Section 5 of this Canadian Supplement.
Procedures. Any arbitration between You and BILL for an Demand related to Your Canadian BILL Account will governed by the Canadian Arbitration Rules (collectively, “ICDR Canada Rules”) of the International Centre for Dispute Resolution Canada (“ICDR Canada”) as modified by this Agreement, and will be administered by the ICDR Canada. The ICDR Canada Rules and filing forms are available online at www.icdr.org/icdrcanada.
Fees. If You commence arbitration in accordance with this Agreement, the payment of fees related to the arbitration will be decided by the ICDR Canada Rules. If Your claim is less than ten thousand dollars ($10,000.00), BILL will reimburse You for the payment of the filing fee. However, if the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose, You agree to reimburse BILL for any fees paid on Your behalf that would otherwise be Your obligation under the ICDR Canada Rules.
Location. The arbitration will be seated in Toronto, Ontario. Any claim for twenty five thousand dollars ($25,000.00) or less shall be determined in accordance with the International Expedited Procedures of the ICDR.
Severability. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement. If this Agreement to Arbitrate is found to be, in whole or in part, invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, and, where this Section 5 cannot be enforced, You agree that the exclusive jurisdiction and venue described in Section 6 will govern any action arising out of or related to this Agreement.
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 Province of Ontario and the federal laws of Canada applicable therein, 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 courts of the Province of Ontario which shall have exclusive jurisdiction to hear any such proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any matters arising out of this Agreement.
This Schedule 1 sets forth additional Terms that apply to the access features and functionalities of our Bill Payment Service (“Bill Payment Service”) for Canadian BILL Accounts. For the avoidance of doubt, the Schedule 1 found in this Supplement replaces the Schedule 1 found in the General Terms of Service only for Canadian BILL Accounts.
Using the Bill Payment Service. The “Bill Payment Service” is a set of services, features and functionalities that enables You to make payments to Vendors through the Service.
Payment Accounts. To use the Bill Payment Service, You must associate one or more valid bank account(s) (individually and collectively, Your "Payment Account") with Your BILL account. The details of any such Payment Account, (i.e., name of financial institution, address, account number, branch transit number, financial institution number and type of account) must be provided by You when you set up Your Payment Account on Our platform. Any bank account that You may associate with Your BILL account will be considered to be Your “Payment Account.” When You enter Payment Account information for purposes of the Bill Payment Service, You represent and warrant:
Authorized Payers. By entitling a User to make payments through the Service (a “Payer”), You represent and warrant to Us that the Payer is authorized to instruct BILL to make payments and to initiate debit or credit entries, as applicable, to or from the Payment Account, as provided under this Agreement, the terms of the financial institution holding the Payment Account, and any applicable laws, regulations or rules. You will be responsible for any and all payments requested or made by a Payer, whether or not authorized by You.
Payment Instructions. When We receive a payment instruction from You or any Payer, We will use commercially reasonable efforts to make and deliver the payment, subject to this Agreement, and You authorize Us to debit Your Payment Account and remit funds on Your behalf, all in accordance with the payment instructions. You agree to be bound by any payment instructions that You or any Payer provides to Us, to the fullest extent allowed by law.
Rights We Reserve. BILL reserves the right to limit or cap or to refuse to make any payment transaction requested or initiated through the Bill Payment Service, for any reason, in BILL’s sole discretion, without BILL incurring any liability to You. By using the Bill Payment Service, You grant to Us and BILL reserves the right to suspend or cancel any payments requested or initiated by You or a Payer, including if Your BILL account is not in good standing. In the event that We suspend or cancel Your payment, BILL will credit the amount of any PAD debit(s) received by Us to fund the payment (as described in Section 10 of this Schedule) to Your Payment Account, and You authorize BILL, in its sole discretion, to withhold and collect from any such credit(s) any Service Fees or other amounts owed by You to BILL.
Setting Up Your Vendors. To use the Bill Payment Service, You will be required to provide information about Your Vendors, including for Vendors that are not part of the BILL network. For each Vendor, You agree to provide correct and current information as requested by BILL. By providing, entering, connecting, or uploading any Vendor information to the Service, You represent and warrant that You have obtained all necessary authorizations or consents from the Vendor to share such information. You represent and warrant that the Vendor agrees, or You have the authority to agree on behalf of the Vendor, to be subject to and comply with this Agreement and all applicable laws, rules and regulations.
You authorize Us to send emails, text or other application based direct messages and to call Your Vendors as needed to facilitate the services provided to You and to provide Your Vendors with information regarding other products or services. You represent and warrant that Your Vendor has agreed to receive such communications from Us. You further represent and warrant that when We send Your Vendor transactional communications that relate to payments, that those communications facilitate a previously agreed upon commercial transaction between You and Your Vendor.
You are solely responsible and BILL is not responsible for verifying the accuracy of any Vendor information provided in connection with Your BILL account or use of the Service. BILL will have no liability for losses or damages resulting from the accuracy or inaccuracy of Your Vendor’s information, including bank account information, or You or Your Vendor’s actions or inactions. If You invite a Vendor to set up a BILL account, You acknowledge that it may take several business days to set up the Vendor in the Service. BILL does not guarantee that a Vendor will be set up in the Service.
Vendor Selection. If You choose to connect with, link or pay a Vendor in the BILL network, You acknowledge and agree that You are solely responsible for selecting and paying the correct Vendor. BILL will have no liability or responsibility if You select or pay an incorrect Vendor.
Payment Instruction Authorizations. When You create or link a Vendor to Your BILL account, You authorize Us to follow the payment instructions that We receive from You or a Payer to pay that Vendor. In order to process payments more efficiently and effectively, We may alter the payment data or data formats for a Vendor, all in Our sole discretion and without notice to You. BILL reserves the right to refuse to make payments to any Vendor, in BILL’s sole discretion.
To use the Bill Payment Service, for each payment transaction, You must choose a payment method to pay Your Vendor. Available payment methods may include electronic payments through Payment Canada’s Automated Clearing Settlement System (ACSS). The payment method selected may be governed by additional terms, including as set forth in other Schedules to this Agreement. BILL reserves the right to change or limit the payment method options available to any Payer or Vendor, or to select the method by which a payment transaction will be made, all in BILL’s sole discretion.
Process Dates. Payment transactions made through the Bill Payment Service require sufficient time for BILL to debit Your Payment Account and for Your Vendor to receive payment. When making a payment through the Bill Payment Service, You must select an available date on which BILL will process the debit from Your Payment Account to fund the payment ("Process Date"). You agree that You are solely responsible for scheduling payments and selecting an appropriate Process Date for each payment transaction. You understand that the selection of a future Process Date may not be available for all products and services.
No Warranty or Representation. When provided by BILL, estimated payment dates are for convenience only, and BILL does not guarantee that a payment to a Vendor will be made within any specific time frame of the Process Date, and BILL disclaims any responsibility or liability if a payment scheduled through the Bill Pay Service 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.
Debits. When You use the Bill Payment Service to pay a Vendor, You are responsible for the payment amount and agree to fund the payment to BILL. To fund the payment, You authorize BILL to process a debit from Your Payment Account in the full amount of egach payment You or a Payer has requested. If a debit from Your Payment Account to fund a payment made by You through the Service is rejected or returned by Your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE TO PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO BILL WITHIN 5 BUSINESS DAYS OF IT BEING RETURNED. You agree that We may resubmit a returned or rejected debit to any Payment Account in Our sole discretion and that We may initiate a new PAD for any such rejected debit and for any fees payable as a result of such returned or rejected amounts. We may also recover any returned or rejected debit to Your Payment Account by collecting funds due from You from any balance You may hold in Your BILL account. We may also charge any Card You have provided to Us to the fund Your Vendors or Your BILL Account for any returned or rejected debits to Your Payment Account. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or fees or costs related to any currency conversion that We in our discretion may incur to recover any losses related to the rejected or returned funding debit. If a PAD processed by Us from Your Payment Account is rejected or returned for any reason, We reserve the right to suspend all payments from Your BILL account, or to terminate Your BILL account, all in Our sole discretion in addition to other rights and remedies We have under the law and this Agreement.
Payment Cancelation. You understand and agree that when You authorize a payment to be made to a Vendor through the Service, Your authorization remains in effect for up to 30 days. Payments that are scheduled but have not yet begun to be processed may be canceled and, if a change is needed, reissued, through Your BILL account. Once BILL has begun to process a payment, the payment cannot be canceled, and You must request to void the payment.
Void Payment Requests. To stop a payment after BILL has begun to process it, You must request to void the payment (“Void Payment Request”) through the Service. If You submit a Void Payment Request, BILL will use commercially reasonable efforts to stop the payment, but You understand and agree that BILL may not be able to stop the payment. BILL’s 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. You agree that BILL will not have any liability for failing to stop a payment that has begun to process. A Void Payment Request may be subject to a fee.
Rights We Reserve. BILL reserves the right to expire, void or cancel any payment if the payment is not deposited or otherwise received and processed by a Vendor within a reasonable amount of time, as determined by BILL in Our sole discretion. If We expire, void or cancel any payment, You authorize and We will credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to BILL.
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 crediting or reissuing the payment. If a returned or refused payment is voided, You authorize BILL to credit the amount of the payment to Your Payment 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 account.You may also authorize Vendors to send electronic Bills to Your BILL account, or You can create Bills using the 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 account. BILL is not responsible for any Bills, including those that are misdirected or not received.
Certain electronic bills may be uploaded to the Inbox of Your BILL account and identified as “eBills.” Where this option is provided, You may elect to turn on the eBills service. The eBill service is supported by one or more third parties who interact with Your Vendors through their own separate processes and agreements with Your Vendors, which are outside the control of BILL. As a result, BILL will not be held liable for, and you accept the risk of loss arising from, any error, delay, failure or inaccuracy of any eBill.
Applicable Rules and Law. Your use of the Bill Payment Service will include Your consent and authorization for BILL to process and originate electronic pre-authorized debits and credits to Your Payment Account in accordance with the rules of Payments Canada (the “Rules”). You agree that all electronic transactions requested or processed in connection with Your BILL account or Your use of the Service are subject to this schedule, the Rules, and all other applicable laws, rules and regulations. BILL reserves the right to refuse to make any payment through the use of a pre-authorized debit (“PAD”), for any reason, in BILL’s sole discretion. You acknowledge and agree that all PADs authorized under this schedule are for business purposes.
The Bill Payment Service allows You to make payments to Vendors with whom You have a business relationship. By using the Service, You can instruct Us to make payments to Vendors that are either part of the BILL Network (and hold an account with BILL) or, where We make this option available, You can instruct Us to make payments to Vendors that We have no contractual relationship with and who are not part of the BILL Network.
You hereby authorize BILL to draw on the Payment Account indicated above with Your financial institution (the “Financial Institution”), for the purpose of making all payments as You direct in respect of the Bill Payment Service and for the payment of all other amounts owing by You to BILL under the Agreement and this schedule and You authorize your Financial Institution to honor and pay such debits. You acknowledge that this authorization is provided for the benefit of BILL and Your Financial Institution and is provided in consideration of Your Financial Institution agreeing to process debits against Your Payment Account in accordance with the Rules. You agree that Your Financial Institution is not required to verify that any PAD has been drawn in accordance with this Agreement, including the amount, frequency and fulfillment of any purpose of any PAD. You agree that delivery of this Agreement to BILL constitutes delivery by You to Your Financial Institution.
You acknowledge that BILL will obtain authorization for any one-time or sporadic debit in accordance with the Rules and you agree to cooperate with BILL to pre-authorize the processing of each and every PAD against Your Payment Account whether authorized verbally or electronically, by use of a password, secret code or such other signature equivalent.
You have certain recourse rights if any PAD does not comply with this schedule or Your authorization. For example, You have the right to receive reimbursement for any PAD that is not authorized or is not consistent with this schedule. To obtain more information on Your recourse rights, You may contact your Financial Institution or visit www.payments.ca.
You have the right to cancel Your authorization to debit Your Payment Account at any time upon notice to Us at least 20 days prior to the PAD being issued. You may obtain a sample cancellation form, or further information on Your right to cancel this PAD authorization, at Your Financial Institution or by visiting www.payments.ca. Any cancellation of the PAD will not be effective for payments that have already been processed
BILL reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of the Agreement or this schedule, the failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without BILL incurring any liability to You. If We suspend or terminate Your account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so.
You agree to waive all pre-notification requirements under the Rules with respect to any debits drawn from the Payment Account arising under or in connection with each PAD initiated by Us under this schedule including, without limitation, pre-notification of the amount to be debited to the Payment Account and the dates on which the debits will be processed. You also agree to waive the Confirmation requirements under the Rules and agree to receive Confirmation within five (5) calendar days after the first PAD.
In order to make inquiries, obtain information or seek recourse with respect to any PAD issued by the BILL under this schedule, You can contact Us as Our customer support portal.
You understand and agree to this PAD arrangement and to the disclosure of any confidential information to any third parties as may be required to process the PAD in accordance with the Rules.
Your Agreement and Representations. For purposes of the pre-authorized debit and credit and all electronic payments made or received through the Service, You:
Returns and Maintaining Sufficient Funds. When using the Service, including the Bill Payment Service, You understand and agree that it may take more than 60 days for BILL to receive notice of the return or reversal of a PAD and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in Your Payment Account to satisfy all obligations to BILL in connection with Your BILL account or Your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if BILL notifies You that Your funds are insufficient. You acknowledge that you are fully liable for any charges incurred for PADs that cannot be made due to insufficient funds or for any other reason for which You may be held accountable, even in circumstances where a PAD may be reversed by Your Financial Institution.
Ownership of Funds Collected for Payment. In the event that BILL processes a PAD or otherwise receives funds for a payment before BILL makes the associated bill payment disbursement, the funds collected through the PAD from Your Payments Account or as otherwise collected (such as through a card payment) will be held in a master bank account owned by BILL, as custodian and for the benefit of the Payer. These funds may be commingled with other funds similarly collected and held by BILL for purposes of making payments requested through the Service. Even though the funds will be held in an account owned by BILL, the funds are held solely for the benefit of the Payer, not BILL, and the Payer will be principal with respect to those funds.
If You are eligible to use American Express Vendor Pay by BILL, You may elect to use American Express’s Card Tokenization Service to make payments to Vendors who accept American Express. You acknowledge and agree that the Card Tokenization Service is provided by American Express, a third party and a BILL partner. Your use of the Card Tokenization Service is governed by the American Express Terms of Service. BILL expressly disclaims any liability to You for any damages incurred solely as a result of Your use of the Card Tokenization Service.
International Payments Service. If You have an eligible BILL account, You may use the International Payments Service to make payments (“International Payments”) to Vendors located in certain eligible foreign countries. You understand and agree that the International Payments Service is part of and available only for the Bill Payment Service.
BILL reserves the right to select and change, at any time, for any reason, in BILL’s sole discretion, the eligible countries to which or the eligible currencies in which You may request payments to be made using the International Payment Service. BILL reserves the right to refuse any payment transaction requested or initiated through the International Payments Service, for any reason, in BILL’s sole discretion, without BILL incurring any liability to You.
Process Dates. You understand and agree that, for certain International Payments, You may not be able to select or schedule a future Process Date. We will provide You with an estimated delivery date for Your International Payment when You instruct Us to make the payment, but You understand and agree that the actual delivery date may vary. It is Your sole responsibility to ensure that payment to Your Vendor is made as required by agreement, contract or law.
Currency Conversion Rates. You understand and agree that (i) International Payments may require the conversion of currency, and (ii) when making International Payments, the applicable rate of currency conversion may vary from the indicative rate displayed when You request the payment and You will be bound by the applicable rate of currency conversion. We and Our third-party service providers include a margin on foreign exchange, which is an indirect cost to You. A margin is the difference between the wholesale exchange rate and the actual exchange rate used to convert the payment to the foreign currency. You agree that BILL is not responsible and will not be liable to you for any loss suffered by You due to any rate fluctuations.
Third Party Service Providers. You understand and agree that BILL may use one or more third-party service provider(s) to process or execute International Payments, to convert currency, and/or to transmit and distribute funds to Vendors outside Canada.
Applicable Rules. You understand and agree that International Payments may be governed by rules of payment networks used to process such payments, sanctions regulations, and may be subject to the laws of jurisdictions outside of Canada, including the jurisdictions where the Vendors are located. The application of foreign laws or regulations to Your International Payments may impact the rights and remedies that You have with respect to the International Payments. By using the International Payment Services You acknowledge that the personal information in respect of You (and information in respect of the beneficiaries) will be processed outside Canada and accordingly, subject to the local requirements applicable to such jurisdictions.
Void and Canceled Payment Requests. You acknowledge and agree that BILL cannot stop or void an International Payment after the payment has begun to process. If You void or cancel an International Payment request that requires a currency conversion, then any costs We incur with regard to that currency conversion will be borne by You and We are entitled to debit such costs from Your Payment Account or any balance You may hold in Your BILL Account during Your next fee payment cycle. Costs include any loss to BILL from a fluctuation in the rate We provided for the currency conversion. If BILL is unable to charge the Billing Account for any reason, You agree to pay all such costs 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.
Currency Conversion Preferences. Where currency conversion is available, BILL will facilitate a payment transaction in the currency accepted or chosen by the receiver. If the receiver has not chosen or accepted a currency, then the transaction will be completed in the currency initiated by the sender.
Business Payments Only. Our International Payments Service is intended for business payments or payments made by business entities only.
No Payments to Sanctioned Countries or Specially Designated Nationals (SDNs). Our International Payments Service cannot be used, directly or indirectly, to facilitate payments to sanctioned countries or to SDNs which are both prohibited by applicable law.
You understand that BILL may use a third party service provider, agent or Affiliate to assist with the Bill Payment Service and the processing of transactions. You acknowledge and agree that in the event such service provider cannot or will not process any transaction referred to it by Us in connection with the Bill Payment Service by reason that such service provider may suffer legal and/or reputational risks, or that such service provider may, by doing so, violate any law, regulation, rule or internal policy applicable to it if it completes such transaction, then notwithstanding any other provision of the Agreement or this Schedule, such transaction will not be completed and We will have no liability in respect of any such incomplete transaction.
This Schedule 2 sets forth additional Terms that apply to Your access features and functionalities of the accounts receivable service (“Accounts Receivable Service”) of the Service. For the avoidance of doubt, this Schedule 2 found in this Canadian Supplement replaces the Schedule 2 found in the general Terms of Service.
Using the Accounts Receivable Service. The “Accounts Receivable Service” is a set of services, features and functionalities of the Service that enable You to receive payments from Customers through the Service.
Payment Accounts. To use the Accounts Receivable Service, You must associate a Payment Account with Your BILL account. When You enter Payment Account information for purposes of the Accounts Receivable Service, You represent and warrant:
Rights We Reserve. BILL reserves the right to refuse to process a payment from a Customer for any reason, including any reason related to the Customer’s financial condition and creditworthiness, in BILLs sole discretion. 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 Accounts Receivable Service.
To use the Accounts Receivable Service, You may be required to provide accurate and current information about Your Customers. You agree to provide any information or documentation requested by BILL, including to verify the identity of the Customer or its payment information. When using the Accounts Receivable Service, You represent and warrant to BILL that:
Customer Consents and Authorizations. By providing, entering, connecting, or uploading Customer information to the Service, You represent and warrant that You have obtained all required authorizations or consents from the Customer to share the Customer’s information. You are solely responsible for verifying the accuracy of Customer information provided by You in connection with Your BILL account or use of the Service. BILL will have no liability for losses or damages resulting from the accuracy or inaccuracy of a Customer’s information, or Your or Your Customer’s actions or inactions.
When requesting or initiating a payment from a Customer using the Accounts Receivable Service, You represent and warrant that You have obtained all necessary approvals and authorizations from the Customer to initiate the payment and to authorize debits and credits from the Customer’s payment account or card account, including to fund the payment. BILL will have no liability for losses or damages resulting from debits or credits that you initiate without authorization from your Customer.
You may create invoices through the Service, or import invoices from Your accounting software if the import is supported by BILL. You may use the Accounts Receivable Service to send and track Your invoices, and to send reminders related to Your invoices. By using these features of the Accounts Receivable Service, 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.
General. BILL provides features and services that allow You to accept card payments from Your Customers (“Card Payments”).
Card Payment Disputes. A “Card Payment Dispute” is an instruction initiated by the party making a Card Payment to reverse or invalidate a processed Card Payment (including “chargebacks” and “disputes” as those terms may be used by Card Payment Providers). BILL may withhold the payout of the amount of a Card Payment from settlement funds owed to You under this Agreement if BILL, acting in good faith and using its industry knowledge and platform-wide algorithms, reasonably believes that a Card Payment Dispute is likely to occur with respect to that Card Payment. BILL may, with notice to You (which may be concurrent), withhold the payout of amounts subject to (i) a potential Card Payment Dispute until BILL reasonably believes the Card Payment Dispute is no longer likely to occur; and (ii) an actual Card Payment Dispute until the Card Payment Dispute is resolved.
If a Card Payment Dispute occurs for a Card Payment for which funds (“Card Payment Funds”) have already settled and been disbursed to You, the Card Payment Dispute results in Your unconditional obligation to return the settled Card Payment Funds to BILL. Card Payment Funds are credited to Your Payment Account on the condition that there is no Card Payment Dispute. If a Customer claims a Card Payment Dispute in accordance with relevant network and issuer rules, You lose entitlement to the relevant Card Payment Funds and must return that amount to BILL.
For every Card Payment Dispute where BILL is obliged to pay the Card Payment Dispute amount to any third-party, You give BILL authority to deduct the same amount from Your Balance or Your Payment Account. If there are insufficient funds in Your Balance and Payment Account to cover the debit for the Chargeback, this will result in a “Negative Balance”. A Negative Balance represents an amount that you owe to BILL, and, in this situation, You must immediately add funds to your Payment Account to resolve the Negative Balance. If you don’t immediately add funds to cover Your Negative Balance, BILL may: (1) engage in collection efforts to recover the amount due from You to BILL; (2) place a limitation on Your BILL account; or (3) take other action on Your BILL account as provided in this Agreement.
BILL Remedies. If (i) You incur excessive (over 0.5% of total monthly processing volume) Card Payment Disputes in three consecutive months or have a material number of such disputes unresolved for longer than 60 days; (ii) You materially breach this Agreement; (iii) BILL forms a reasonable belief that You may be unable to cover future liabilities under this Agreement (including if there is a material risk of Your insolvency, or if You are the subject of a large number of Customer complaints); (iv) You issue a large volume of refunds of Card Payment Funds that result in a Negative Balance; (v) You have committed compliance violations, including being placed on any watchlist maintained by a regulator; or (vi) You violate BILL’s Acceptable Use Policy, each as reasonably determined by BILL, BILL, upon notice to You, may do any or all of the following in order to mitigate the risk to BILL: (i) initiate reversals; (ii) delay the payout of settlement funds to Your Payment Account; and/or (iii) suspend Your ability to submit Card Payments.
Challenging a Dispute. You are immediately responsible to us for all Card Payment Disputes, refunds, reversals, or returns regardless of the reason, timing, or method of payment. In many but not all cases, You may have the ability to challenge a chargeback or dispute by submitting evidence to Us. To challenge a Card Payment Dispute, you will need to provide documents and other evidence that BILL requests in order to meet the evidentiary requirements of the applicable card network. BILL may provide You with guidance on preparing the required evidence, but We cannot guarantee that Your challenge will be successful. You agree to reasonably assist BILL in responding to and challenging a Card Payment Dispute and to provide any documents that BILL reasonably requests in that context within the timeframe requested by BILL. You agree that BILL may challenge the Card Payment Dispute without Your assistance where BILL has reasonable cause to do so. Third-parties such as the applicable card network may deny a challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, a third-party may credit funds associated with the Card Payment that is the subject of the Card Payment Dispute (or a portion thereof) to Your appropriate account.
Dispute Fees. For every Card Payment Dispute, You will be charged a non-refundable fee (“Card Payment Fees”). Card Payment Fees charged for executing the original Card Payment will not be refunded in part or in whole to You if the Card Payment is made subject to a Card Payment Dispute.
Limitation of Liability. WITHOUT LIMITING SECTION 12 (DISCLAIMER OF WARRANTIES) OR SECTION 14 (LIMITATION OF LIABILITIES) IN THE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BILL MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DISPUTES, CHARGEBACKS, OVERCHARGES, DELAYED PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, CIRCUMSTANCES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION POWER OUTAGES, SERVICE INTERRUPTIONS OR OTHERWISE), OR OTHER ISSUES RELATING TO TRANSACTIONS MADE THROUGH BILL OR OTHER SERVICES OFFERED BY THE RELEVANT THIRD-PARTY SERVICES.
Card Payment Disputes can arise from both authorized and unauthorized Card Payments. BILL is not responsible for or liable to You for authorized and completed charges or payments that are later the subject of a Card Payment Dispute, refund, or reversal, on that grounds that the payment was not authorization, submitted in error or in violation of any laws.
The following provisions are incorporated into our Canadian Supplement and modify Our Agreement with You if You are a sole proprietor or individual residing in Quebec, Canada.
The Service Fees referred to in Section 10 that apply to You are as follows:
The provisions of this Agreement requiring arbitration in Section 16 or the Terms and Section 5 of the Canadian Supplement will not apply to Our Agreement with You.
Section 14 of the Terms will not apply to Our Agreement with You.
With respect to Our Agreement with You, Section 6 of the Canadian Supplement is modified as follows:
With respect to Our Agreement with You, Section 19 of the Terms is modified to provide as follows:
You and We agree that the Agreement between us will be in English and, with regard to conflicts, an English version of this Agreement will prevail over a translated version.
The provisions of this Rider will prevail over any conflict between this Rider and the Terms or the Canadian Supplement.