1. Agreement to terms
1.1 Billsby Limited and its Affiliates (together referred to as “us”, “we”, “our”) require that all visitors to our website, (“Website”) adhere to the following Terms of Service and the Privacy Notice (together, the "Terms"). 1.2 These Terms, together with any and all other documents referred to in them, set out the terms under which you may use the Website. Please read the Terms carefully and ensure that you understand them. By accessing or using the Website you agree to comply with and be bound by the Terms. If you do not agree to comply with and be bound by the Terms, you must stop using the Website immediately. 1.3 We are registered in the United Kingdom and have our registered office at New Derwent House, 69-73 Theobalds Road, London WC1X 8TA.
2. Access to our website
2.1 Access to the Website is free of charge. 2.2 It is your responsibility to make any and all arrangements necessary in order to access the Website. 2.3 Access to the Website is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue the Website (or any part of it) at any time and without notice. We will not be liable to you in any way if the Website (or any part of it) is unavailable at any time and for any period.
3. Your responsibilities
3.1 You may not register to create an Account if you are under 18 years of age. 3.2 When registering to create an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date. 3.3 You are required to maintain the confidentiality of your unique login information for your Account. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact us immediately. We will not be liable for any unauthorised use of your Account. 3.4 You must not use anyone else’s Account without the express permission of the User to whom the Account belongs. 3.5 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and our legal obligations. 3.6 If you wish to close your Account, you may do so at any time. Closing your Account will result in the removal of your information. Closing your Account will also remove access to any areas of our Website requiring an Account for access.
4. Intellectual property
4.1 All content included on our Website and the copyright and other intellectual property rights subsisting in that content, unless specifically labelled otherwise, belongs to or has been licensed by us and is protected by the Data Protection Law. 4.2 You may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use content from our Website unless given express written permission to do so by us. 4.3 You may:
- 4.3.1 access, view and use the Website in a web browser (including any web browsing capability built into other types of software or app);
- 4.3.2 download any part of the Website for caching; or
- 4.3.3 print from the Website.
4.4 You may not use any content saved or downloaded from our Website for commercial purposes without first obtaining a licence from us (or our licensors, as appropriate) to do so. This does not prohibit the normal access, viewing and use of our Website for general information purposes whether by business users or consumers.
5. Sub-processors, other services and third-party content
5.1 We may engage Sub-Processors to assist in the provision of the Services. The products and services provided by the Sub-Processors do not include any of the Other Services. 5.2 You understand that we do not warrant, endorse or assume any liability or responsibility with respect to Other Services or Third-Party Content, including your enablement or use thereof, any sums due or transactions thereunder, or provision of any support. You agree to address any comments, queries, complaints or feedback about such Other Services and Third-Party content with the respective third-party provider of the Other Services or Third-Party Content. By enabling the Other Services, you understand that data may flow between the Services and the Other Services.
6. Collection of fees
6.1 You must ensure that we are able to collect Fees and other amounts you owe under these Terms when due. 6.2 You shall be charged Fees based on the Plan you choose for the Services. 6.3 Until a Subscription is cancelled the Fees are:
- 6.3.1 payable and due in full immediately upon each due date with respect to a subscription plan;
- 6.3.2 non-refundable; and
- 6.3.3 exclusive of any taxes.
6.4 We may deduct, recover or offset Fees and other amounts you owe under these Terms, or under any other agreements you have with us, or invoice you for those amounts. 6.5 We are authorized to bill and automatically charge you the Fees, in accordance with your Subscription. You must notify us of any change in your payment account information by updating your Account. 6.6 If payment of the Fees is not made when due we may:
- 6.6.1 suspend access to your Account until we receive your payment of the outstanding Fees;
- 6.6.2 charge interest for late payment at a rate of 1.0% per month on the balance due; or
- 6.6.3 terminate your Subscription in accordance with these Terms.
7. Term, termination and suspension
7.1 The initial term of the Subscription shall be a period of one calendar month unless agreed otherwise and shall renew automatically each month for the same period unless terminated earlier by either party in accordance with these Terms. 7.2 You may terminate your Subscription at any time by closing your Account. 7.3 We may terminate your Subscription at any time by giving you thirty days notice beforehand. In the event of a material breach by you, we may terminate or suspend your Account where the material breach has not been remedied within ten days of notice of the breach being provided to you. 7.4 We have the right to suspend your Subscription in the event of an actual or threatened breach of these Terms by you, including:
- 7.4.1 the potential violation of any law, financial services terms or governmental authority requirement;
- 7.4.2 a governmental authority directs us to do so;
- 7.4.3 you do not respond to a timely request for information;
- 7.4.4 you breach any financial services terms;
- 7.4.5 you enter insolvency proceedings; or
- 7.4.6 you breach these Terms
8. Effects of termination of a subscription
8.1 All rights granted to you under these Terms will immediately cease upon the termination of a Subscription for whatever reason. 8.2 Following termination or expiration of a Subscription, we will retain that Account’s Service Data for one hundred and twenty (120) days, following which we will no longer be required to maintain or provide you (and the Users and End-Customers) with access to Service Data. Thereafter, unless prohibited by law, we reserve the right to destroy all Service Data in our possession in the normal course of our operations in accordance with the Privacy Notice. You agree that you are solely responsible for exporting Service Data prior to termination of a Subscription.
9.1 The parties shall not use, disclose or otherwise take any advantage of the other’s Confidential Information except as expressly permitted by the other party. 9.2 Each party shall exercise the same degree of care to avoid the publication or dissemination of the other party’s Confidential Information of a similar nature which it desires not to be published or disseminated. 9.3 Confidential Information disclosed by one party to the other shall only be used by the receiving party for the purposes hereof or the performance of its obligations hereunder. The receiving party agrees not to use the disclosing party’s Confidential Information for its own benefit or for the benefit of any third party. 9.4 Notwishstanding the foregoing, neither party shall be obliged to protect Confidential Information of the other party which:
- 9.4.1 is rightfully received by the receiving party from another party without any confidentiality obligation to such party; or
- 9.4.2 is known to or developed by the receiving party independently without use of the Confidential Information; or
- 9.4.3 is, or becomes generally known to the public by other than a breach of duty hereunder by the receiving party.
9.5 A receiving party may disclose Confidential Information that is required to be disclosed pursuant to a requirement of a government agency or law so long as the receiving party provides prompt notice to the disclosing party of such requirement prior to disclosure (where permitted under applicable law); and 9.6 The obligation of the parties not to disclose Confidential Information shall survive the termination or expiry of the Account.
10. Data security and privacy
10.1 Data processing is considered to be necessary in order to fulfil the provision of the Services under these Terms. 10.2 Appropriate technical and organizational measures are used to protect Personal Data obtained from you. The measures used are designed to provide a level of security appropriate to the risk of processing your Personal Data. 10.3 The parties acknowledge that each party shall at all relevant times, comply with the Data Protection Law and the terms of the Data Processing Addendum. 10.4 We will maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of your Personal Data as described in our Privacy Notice. 10.5 We are not a payment gateway, payment processor, or merchant account provider and we do not assume any direct or indirect liability or responsibility for your agreements with payment gateways, processors, or merchant account providers. 10.6 You understand that we and our Sub-Processors shall process your Personal Data in accordance with the Data Protection Law, the Privacy Notice (to the extent applicable), the Data Processing Addendum and any other agreement or addendum executed by the parties relating thereto. You acknowledge and agree that we and our Sub-Processors may also process information about you, your Subscription and Account, Users and End-Customers, including Service Data, to:
- 10.6.1 provide the Services and perform our obligations under these Terms, including, without limitation, to respond to your support requests;
- 10.6.2 demonstrate new features, products, and services;
- 10.6.3 comply with the law or respond to lawful requests or legal process;
- 10.6.4 protect you, your Affiliates or your customers’ or partners’ rights or property; and
- 10.6.5 act on a good faith belief that such disclosure is necessary to protect the personal safety or avoid violation of applicable laws or regulations.
10.7 You represent and warrant that you have the necessary consents, permissions, authorizations and right to allow us to process and transfer Service Data in accordance with these Terms, including processing and transfer of Service Data in and to the US and other countries which may have different privacy laws from your country of residence or establishment. 10.8 You understand that it shall be your responsibility to inform the Users and End-Customers about the processing of Personal Data, and, where required, obtain necessary consent or authorization for any Personal Data that is collected as part of the Service Data through your use of the Services. 10.9 We do not own, control or direct the use of Service Data and only access such information as reasonably necessary to provide the Services (including to respond to support requests), as otherwise authorized by you or as required by law. 10.10 Unless we explicitly agree otherwise in writing, you shall not provide Sensitive Data at any time to us and we will have no liability whatsoever for and in connection with any Sensitive Data.
11. Other data services
11.1 You may, at any time during the term of the Account, request that we import data into your Account. You hereby understand and acknowledge that we may access and process Personal Data in connection with providing support during such data migration. 11.2 We will not identify you or your Users or End-Customers as the source of any Analytical Data. We and any service providers used, shall process and enrich the Analytical Data in our systems to:
- 11.2.1 provide, support, improve, enhance and operate the Services and their availability;
- 11.2.2 develop new features, products and services;
- 11.2.3 compile statistical reports and record insights into usage patterns; and
- 11.2.4 perform our obligations under these Terms.
12. Disclaimer of warranties
12.1 We warrant that the Services we will perform will be in all material respects in accordance with the Documentation provided to you. Save for the foregoing warranty, the Services and all server and network components, are provided on an “As Is” and “As Available” basis and we, on behalf of ourselves and the Sub-Processors, disclaim any and all representations and warranties, whether express, implied, statutory or otherwise, including without limitation the implied warranties of non-infringement, merchantability and fitness for a particular purpose. 12.2 You acknowledge that we and the Sub-Processors, do not warrant that access to the Services which is provided over internet and various telecommunications networks, all of which are beyond our control, will be error-free, uninterrupted, timely, secure or free from viruses or other Malicious Software, will meet your quality and performance requirements, or will be corrected for any defects within a stipulated period pursuant to any service level agreement. 12.3 We do not warrant, endorse, guarantee or assume responsibility for the Other Services (including any payment gateway service provider) or Third-Party Content. 12.4 Notwithstanding any security or other measure that may be provided by us, you assume the entire risk of and shall not hold us responsible for any alteration, compromise, corruption or loss of Service Data, except to the extent caused by our wilful breach of these Terms. You also acknowledge and agree that we:
- 12.4.1 are not a bank or other chartered depository institution;
- 12.4.2 will not hold any sum or amount for you, your Users and/or End-Customers; and
- 12.4.3 do not provide, and are not responsible for, any legal or accounting advice as we are not a law firm or an accounting firm
and accordingly, you agree that we will not be responsible for your compliance with any applicable laws or any amounts related to any credit card or payment transactions.
13. Limitation of Liability
13.1 To the fullest extent permitted by applicable law, in no event shall either party, its respective affiliates, officers, directors, employees, agents, suppliers, licensors or service providers (and, with respect to Billsby Limited, the Sub-Processors) be liable for any indirect, punitive, cover, special, exemplary, incidental or consequential damages of any type or kind (including, without limitation, damages for lost profits, lost revenue, lost sales, lost goodwill, loss of use or lost content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity), however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if advised of the possibility of such damages or could have foreseen such damages. 13.2 To the maximum extent permitted by applicable law, the aggregate liability of each party, its respective affiliates, officers, employees, agents, suppliers, licensors, and service providers (and, with respect to Billsby Limited, the Sub-Processors) relating to the Services, use thereof and these terms shall be limited to an amount equal to the Subscription Fee paid or payable by you in the six (6) months prior to the first event or occurrence giving rise to such liability, in connection with the Subscription to which the claim relates. 13.3 For the avoidance of doubt, the above limitations shall not limit your payment obligations to us for the Services. No claim may be pursued by you more than one (1) year after the facts giving rise to such claim have arisen. In jurisdictions which do not permit the exclusion of implied warranties or limitation of liability for incidental or consequential damages, each party’s liability will be limited to the greatest extent permitted by law. 13.4 This liability limitation forms an essential basis of the bargain between us and shall survive and apply even if any remedy specified in these terms does not fully compensate you for any loss or is found to have failed its essential purpose.
14.1 Clauses 3, 4, 6, 7, 9, 10, 12, 13, 14 of these Terms and such other provisions that by their nature are intended to survive termination, shall survive any expiration or termination of these Terms. Expiration and/or termination of these Terms shall not limit either party’s liability for obligations accrued as of or prior to such expiration or termination, as applicable or for any breach of these Terms.
15. Governing law
15.1 These Terms shall be governed by the laws of the State of Delaware, United States. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of Sussex County, Delaware, for the purpose of resolving any dispute relating to these Terms or your access to or use of the Services. These Terms shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which are expressly excluded.
16.1 In the event of a Dispute, each party will provide the other party with written notice of the Dispute as soon as practicable, and the parties agree to exercise commercially reasonable efforts to resolve the Dispute amicably. 16.2 A Dispute that cannot be resolved within thirty (30) days following the initiation of discussions contemplated by the above will, upon written demand of either party, be resolved exclusively by final and binding arbitration. 16.3 The Dispute shall be settled by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the Arbitrator(s) shall be binding, conclusive and non-appealable and may be entered in any court having jurisdiction thereof. If any action is pursued to enforce or obtain compliance with these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which such party may be entitled. The parties hereby waive any rights that they may have to trial by jury. You agree that any proceedings, including any arbitration, will be conducted only on an individual basis and not in a class, consolidated or representative action.
17. Partnership, Joint Venture etc
17.1 The parties are independent contractors. Nothing in these Terms shall be deemed to constitute a partnership, joint venture, employment or franchise between the parties, nor constitute any party as the agent of the other party for any purpose or entitle any party to commit or bind the other party in any manner.
18. Entire agreement
18.1 This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.
19. Amendment of terms
19.1 We may amend these Terms from time to time by posting the most current version on our Website, in which case the new Terms will supersede prior versions. Please check these Terms periodically to take notice of changes as they will be binding on you. If an amendment materially affects your rights, we will notify you (by, for example, sending a message to the e-mail address associated with your Account, or posting on our blog or on the Website or as a notification inside the Services). Your continued use of the Services following the effective date of any such amendment may be relied upon by us as your acceptance of any such amendment. If you do not agree to an amendment, you may terminate your use of the Services or request us to terminate the provision of our Services to you.
20. Severability waiver
20.1 If any court or governmental authority determines a provision of these Terms is unenforceable, the parties intend that they be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
21.1 We may assign or transfer all or any part of these Terms or our rights under these Terms or delegate the performance of our duties under these Terms in whole or in part to any of our Affiliates, or in connection with any acquisition, consolidation, merger, reorganization, transfer all or substantially all of our assets or other business combination, or by operation of law without your consent and without providing notice. 21.2 We may subcontract our obligations hereunder, provided that we shall at all times remain responsible for the performance of the subcontractor. 21.3 You may not assign or transfer these Terms without our prior written consent. Notwithstanding the foregoing, you may assign or transfer these Terms, in whole, in connection with any acquisition, consolidation, merger, reorganization, transfer all or substantially all of your assets or other business combination, or by operation of law without our written consent, provided that such assignment or transfer is not in favor of a competitor of ours. You agree to provide us notice of such assignment or transfer no later than its effectiveness and to not default in any of your payment obligations under these Terms. 21.4 Subject to the foregoing, these Terms will bind and benefit the parties and their respective successors and permitted assigns.
22. Third party beneficiaries
22.1 Except as expressly provided in these Terms, nothing in these Terms, express or implied, is intended to confer upon any party (other than the parties hereto, their respective successors and permitted assigns and the Sub-Processors) any rights.
23. Force majeure and other events
23.1 We shall not be liable for inadequacy of or irregularity in the Services caused by: (i) any circumstance beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, technical failures (including failures in telecommunications, internet, internet service provider or hosting facilities, power shortages) or acts undertaken by third parties, including without limitation, denial of service attacks; (ii) sub optimal functionality, availability or downtime of your payment gateway and/or Other Services; or (iii) your, or your Users’ or End-Customers’ use of the Services in an unauthorized, improper or unlawful manner; or for any misuse or modification or damage of the Services caused by you, or your Users or End-Customers; or any breach of these Terms by you or your Users.
24. Anti corruption
24.1 You agree that you have neither been offered nor received any illegal or improper bribe, payment, kickback, gift, or thing of value from any of our employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business in accordance with applicable policies and laws do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify us.
25.1 All notices under these Terms may be delivered in writing by overnight courier or by mail to the mailing address provided by each party, or by electronic mail to the e-mail address provided by each party. The contact information for a notice to us by courier or mail is Billsby Limited at New Derwent House, 69-73 Theobalds Road, London WC1X 8TA and by email to firstname.lastname@example.org. Such written notice will be deemed given upon personal delivery, receipt of mail or, if given by email, the next business day following the date delivered electronically.
any accounts created by you or on your behalf for access and use of the Services.
as the context allows, any entity that directly or indirectly controls, is controlled by, or is under the control with another entity by us or you.
Analytical data -
the technical and other data regarding your use of the Services that is non-personally identifiable with respect to you and your Users and End-Customers which we and the service providers we use may aggregate and analyse.
Confidential information -
means information, whether written or oral, including without limitation information relating to the development, products, trade secrets, business plans, suppliers, customers, finances, personnel data and other material or information considered proprietory by the disclosing party. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without the use of or reference to the Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
Data protection law -
all laws and regulations applicable to the Processing of Personal Data under these Terms, including laws and regulations of the United States (“US”), European Union (“EU”), the European Economic Area (“EEA”) and their member states, Switzerland and the United Kingdom, including, the California Consumer Privacy Act (“CCPA”), the General Data Protection Regulation (“GDPR”) and any applicable national laws made under it where you are established in the EEA; and the Swiss Federal Act on Data Protection (as may be amended or superseded) where you are established in Switzerland.
Data processing addendum -
the (or such other URL that we may provide from time to time) that governs the sharing of personal data between you and us in accordance with the Data Protection Law.
a dispute, claim or controversy between the parties arising out of or relating to these Terms.
any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by us to you or Users through the Services or otherwise.
your customers and/or any person or entity other than you or Users with whom you interact using the Services.
the fee(s) payable by you to us for access to the Services under these Terms and any relevant Pricing Agreement(s).
Malicious software -
any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other similar harmful software.
Other services -
third-party products and services which are governed by the third party’s terms and privacy policies and which you may at your discretion integrate with the Services.
Intellectual property rights -
all right, title and interest in and to all our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Services, including the Websites and Documentation, and any part of it.
Personal data -
any information relating to an identified or identifiable natural person from the data which is submitted by you in respect of the provision and use of the Services, or as defined under the Data Protection Law.
the pricing plan that you choose in connection with a Subscription for the associated functionality and Services.
Pricing agreement -
a pricing agreement or an order form referencing these Terms and executed or approved by you and us with respect to your Subscription, which agreement may detail, among other things, the Plan applicable to a Subscription, the associated Subscription Fee and other details of the Subscription.
Privacy notice -
the Privacy Notice applicable to your Subscription(s). The Privacy Notice for each Service may be updated periodically and is incorporated into these Terms by reference here.
Sensitive data -
your (i) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof), (ii) employment, financial, genetic, biometric or health information, (iii) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation, (iv) account passwords, (v) date of birth, (vi) criminal history, (vii) mother’s maiden name or (viii) any other information or combinations of information that is deemed sensitive under the legal framework of any applicable jurisdiction.
our cloud-based billing platform and related products and services that you subscribe to, and/or any new services or features that we may introduce as a Service to which you may subscribe, and any updates to the Services including individually and collectively, any software, APIs and Documentation.
Service data -
all electronic data, text, messages or other materials, including Registration Data, Cardholder Data and Personal Data of End-Customers and Users, submitted to the Services through an Account in connection with your use of the Services.
third parties engaged by us to assist in the provision of Services and whose products or services form an integral part of the Services that we provide.
your subscription to the Services through a Plan of your choice for your access and use of an Account. You may have multiple Subscriptions for the various Services offered by us which may be subject to separate and distinct Plans.
Third-party content -
links in the Services to third-party websites, resources or content (such websites, resources or content being governed by the respective third party’s terms and privacy policies) which you may at your discretion use.
those individuals you authorize as users within an Account to use the Services by way of designated login credentials.
the websites that we operate.