Bill.com Supplemental Terms of Service for Canadian Users
Effective Date: May 27, 2021
This Supplemental Terms of Service (“Supplement”) applies to You if You are: (a) creating a Bill.com account for the purpose of receiving business payments in Canada (“Canadian Bill.com 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.com’s General Terms of Service (“Terms”), and together with the document and policies incorporated and all applicable Service schedules referenced therein, constitutes a contract between You and Bill.com, LLC and Bill.com Canada LLC (“Bill.com Canada”), collectively and individually according to context (“Bill.com”) (the “Agreement”), governs your use of Bill.com’s Service, whether such Services are provided by Bill.com, LLC or Bill.com Canada, LLC as applicable. In the event of any conflict between this Supplement and the Terms, this Supplement will govern.
You understand and agree that: (a) the Bill.com 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.com 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 Supplement have the meaning given to them in Bill.com’s Terms.
For the purposes of this Supplement, Schedule 2 as set forth below replaces Schedule 2 of the Terms. Schedules 1 and 3 of the Terms do not apply and do not constitute as part of the Agreement with Bill.com customers bound by this Supplement.
By enrolling in or using the Service, You acknowledge and consent to Our Canadian Privacy Notice, which governs Our collection, use, sharing, and protection of Your information.
2. Restrictions on Use
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.
No Office of Foreign Assets Control (“OFAC”) Sanctions. You represent and warrant that: (a) You are not located in a country that is subject to U.S. Government sanctions, embargos, or a person, group or entity that has been designated by the U.S. Government as a Specially Designated National (SDN) or “terrorist supporting” country; and (b) You are not listed on any U.S. Government list of prohibited or restricted parties; and (c) You will not use the Bill.com Service to send money, either directly or indirectly, to a sanctioned country. 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.com 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.com incurring any liability to You. You agree to pay any costs or fees associated with that deletion.
No Payments for Marijuana Businesses. You agree not to use the system to directly or indirectly transmit funds to or for Marijuana related businesses.
3. Anti-Money Laundering and Know-Your-Customer Requirements
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.
What this means for You. When You use the Service, We will ask You for Your name, address, date of birth, and other information that will allow Us to identify You. We may also ask to see Your driver’s license or other identifying documents, such as business related documents including those related to verifying beneficial ownership. We will let You know if additional information is required.
Verification Required. We reserve the right to refuse to allow any User, Vendor or Customer to access, use or participate in the Service if We are unable to obtain or verify information relating to identity or financial condition, such as identifying information for an Organization’s representatives or beneficial owners. 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.
Review of Accounts and Payments. You grant to Us and Bill.com reserves the right to review or place on hold any Bill.com account or any payment requested through the Service for any reason, including but not limited to credit and fraud risk or compliance with applicable laws ( such as anti-money laundering or terrorist financing regulations and Canadian sanctions laws), conflicting claim of ownership, and legal order. In Our sole discretion, Bill.com may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, a Bill.com account, a User, an Organization or Individual, a Customer, a Vendor, or any related facts or circumstances. Depending on the results of this review, Bill.com reserves the right to take any appropriate action, including cancelling the payment, reversing the payment, or continuing to hold the payment pending instructions from a government agency.
Reports. You acknowledge that We may make appropriate reports regarding payments made through the 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, as required or permitted by law.
4. Fees and Payment Terms
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 your payment from Your Bill.com Account. You agree that Bill.com 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 may make a margin on any foreign exchange currency conversion, which may be considered an indirect cost to you. The margin is the difference between the wholesale exchange rate that we may be able to obtain for the Foreign Currency from our service providers and the actual exchange rate that we use to convert the Foreign Currency to Canadian dollars.
Balance. The funds that You see in Your Bill.com 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.com 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.com may transfer any such "unclaimed" or "abandoned" funds in Your Bill.com account as required or permitted by applicable law. To the extent permitted by law, Bill.com may deduct a dormancy fee from any funds transferred under this paragraph.
5. Agreement to Arbitrate
Agreement to Arbitrate. In the interest of resolving disputes between You and Bill.com in the most expedient and cost-effective manner, You and Bill.com agree that every dispute arising out of, or in relation to, this Agreement will be resolved by binding arbitration. 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 can be 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 defenses. The Agreement to Arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. BY ENTERING IN THIS AGREEMENT, YOU AND BILL.COM ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT. YOU UNDERSTAND AND AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS.
Waiver of Class Actions. To the fullest extent permitted by law, You acknowledge and agree that You may bring claims against Bill.com only in Your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION.
Procedures. Any arbitration between You and Bill.com will be settled under the Federal Arbitration Act, and 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.
Notice. If You intend to seek arbitration, You must first send a written notice (“Notice”) of Your claim or dispute to Bill.com by registered mail or by Federal Express (signature required). Bill.com's address for Notice is Bill.com’s address of record as listed on the Bill.com Website, ATTN: LEGAL. The Notice must describe: (a) the nature and basis of the claim or dispute; and (b) Your Demand. You and Bill.com agree to make good faith efforts to resolve the claim directly, but if You and Bill.com do not reach an agreement within thirty (30) days after the Notice is received, You or Bill.com may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or Bill.com must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
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.com 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.com 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.
Exceptions to Agreement to Arbitrate. Notwithstanding any other provision of this Section 5, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right to: (a) bring an individual (non-class, non-representative) action in small claims court so long as such action remains in small claims court; (b) seek injunctive relief in a court of law; or (d) to file a legal proceeding in a court of law to address an intellectual property infringement claim.
6. Governing Law; Choice of Forum
This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and Bill.com, 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.
7. Other Provisions
Compliance with Laws. You and Bill.com each agree to comply with all applicable laws and regulations with respect to the Service and Your use of the Service, including without limitation any export laws and regulations of Canada.
Accounts Receivable Service
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 Supplement replaces the Schedule 2 found in the General Terms of Service.
1. Using the Accounts Receivable 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.com account. When You enter Payment Account information for purposes of the Accounts Receivable Service, You represent and warrant:
You have authority to provide and disclose the Payment Account information to Bill.com;
You have authority to and do authorize the initiation of pre-authorized debit or credit entries, as applicable, to the Payment Account in accordance with payments from your Customers and use of the Service, and, as necessary, the initiation of adjustments or reversals as provided under this Agreement, or applicable law, rules or regulations; and
Each payment that You receive through the Service complies with this Agreement and applicable law, regulations and rules.
Agent of the Payee; Receipt of Funds. When You use Our Accounts Receivable Service, You appoint Bill.com to act as Your agent for the limited purpose of receiving funds from Your Customer. Receipt of funds from Your Customer by Bill.com will be deemed to be receipt of funds by You, and will satisfy any payment obligations of Your Customer even if payment is not received by You.
Rights We Reserve. Bill.com 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 Bill.com’s sole discretion. Bill.com 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. Bill.com will not process any payment transaction requested from any Customer located outside the United States.
2. Customer Set Up and Management
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.com, including to verify the identity of the Customer or its payment information. When using the Accounts Receivable Service, You represent and warrant to Bill.com that:
The information You provide for a Customer is complete and accurately identifies the Customer.
All of the invoices that You create or upload to the Service are issued pursuant to a contractual relationship with the Customer and/or for goods or services provided to the Customer.
Each payment transaction initiated by Your Customer complies with the terms of Your contract or arrangement with the Customer, and with applicable law, regulations and rules.
Your Customer agrees, or You have the authority to agree on behalf of the Customer, to be subject to and comply with this Agreement, and all applicable laws, rules and regulations.
3. Customer Authorization
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.com account or use of the Service. Bill.com 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.
4. Invoice Creation and Management
You may create invoices through the Service, or import invoices from Your accounting software if the import is supported by Bill.com. 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.com is not responsible for any invoices or reminders that You send using the Service, including those that are misdirected or not received.