1. Agreement and scope

These Partner Terms & Conditions ("Partner Terms") form a binding agreement between you or the organisation you represent (the "Partner") and BillPortal Technologies Inc. ("BillPortal", "we", "us"). They apply when you apply to, are accepted into, or participate in the BillPortal partner programme (the "Programme").

The Programme lets the Partner resell, refer, white-label, embed or otherwise make available BillPortal's UBM capabilities — including bill collection, AI-supported data extraction and validation, payments facilitation, managed UBM services, data migration and platform-as-a-service (API) access — to the Partner's own customers ("End Customers"). The specific model, territory, fees and service scope are set out in a partner order form or addendum ("Order Form"), which prevails over these Partner Terms in the event of conflict.

These Partner Terms incorporate by reference our Terms of Service, Privacy Policy, Data Processing Agreement ("DPA"), Acceptable Use Policy ("AUP"), Service Level Agreement ("SLA") and Security & Trademarks notice, each as updated from time to time. Where a term is not defined here, it has the meaning given in the Terms of Service.

2. Software-as-a-service basis

The platform is provided as a hosted, multi-tenant software-as-a-service. BillPortal retains full control over hosting, updates, features and the technical operation of the platform. No copy of the software is sold or delivered to the Partner, and nothing in these Partner Terms transfers ownership of the platform or any component of it.

We may modify, enhance or deprecate platform features in the ordinary course. Where a change would materially reduce core Programme functionality, we will use reasonable efforts to give advance notice through the platform, the partner portal or email.

3. Partner appointment and models

• Referral: the Partner introduces End Customers to BillPortal, who contracts with and serves them directly.
• Reseller: the Partner resells BillPortal subscriptions/credits to End Customers under BillPortal's brand.
• White-label / managed UBM: BillPortal delivers bill collection, extraction, payments and/or managed services under the Partner's brand, staying in the background.
• Platform-as-a-service (embedded): the Partner integrates BillPortal capabilities into its own product via APIs.
• The applicable model(s), exclusivity (if any), territory and commercial terms are those stated in the Order Form. Absent an Order Form, participation is non-exclusive, revocable and confers no minimum-volume or territory rights.

4. UBM services scope and responsibilities

Where the Partner engages BillPortal to provide UBM services (bill acquisition, extraction, validation, payments facilitation, allocation, migration or reporting) for End Customers, those services are performed on a commercially reasonable-efforts basis, subject to third-party dependencies (supplier portals, banking/payment partners, cloud infrastructure and AI model providers) and to the accuracy and completeness of data and instructions supplied by the Partner or End Customer.

• BillPortal is responsible for operating the platform and performing the contracted UBM services in accordance with these Partner Terms, the applicable Order Form and the SLA.
• The Partner is responsible for scoping End Customer requirements, obtaining all necessary authorisations, and providing accurate supplier, account and banking information.
• Payments are facilitated only; BillPortal is not a bank and does not take custody of funds except as expressly stated in an Order Form. The Partner and/or End Customer remains responsible for reviewing and approving payment files and disbursements before release, including AI-extracted values (human-in-the-loop review is the primary control against error).
• Managed-service turnaround targets (e.g., 24–48h for collection/parsing/issue resolution) are targets, not guarantees, and are subject to the SLA and third-party availability.

5. Partner obligations

• Market and describe BillPortal accurately and lawfully; make no representations, warranties or guarantees about the platform or services beyond those we publish or authorise in writing.
• Comply, and ensure End Customers comply, with the Acceptable Use Policy and applicable law (including data-protection, anti-money-laundering, sanctions and consumer-protection laws).
• Not misrepresent your relationship with BillPortal; you are an independent contractor, not our agent, employee or joint venturer, and may not bind us.
• Maintain the security of any credentials, API keys and integration access, and promptly report suspected compromise.
• Obtain and maintain all authority and consents required to submit End Customer data (including tenant/resident/account-holder data) for processing.
• Provide reasonable, first-line support to your End Customers where the model is reseller or white-label, and escalate platform issues to BillPortal through the agreed channel.

6. Fees, credits and payment

Programme fees, margins, referral commissions, credit pricing and any minimum commitments are as set out in the Order Form and, where applicable, follow BillPortal's standard credit model (one account, on one commodity, on one bill consumes one bill credit). Credits are prepaid; purchases, top-ups and auto-debit authorisations are completed inside the application.

Unless stated otherwise, amounts are in US dollars and exclusive of taxes; each party is responsible for its own taxes other than those based on the other party's net income. Referral or reseller payouts, where offered, are subject to the conditions, clawbacks and timing set out in the Order Form.

7. Intellectual property and branding

BillPortal and its licensors retain all rights, title and interest in the platform, software, models, documentation and the BillPortal marks. The Partner retains ownership of its own brand and materials. For white-label engagements, BillPortal grants the Partner a limited, non-exclusive, non-transferable, revocable licence to present the relevant capabilities under the Partner's brand solely for the Programme and only as described in the Order Form.

The Partner grants BillPortal a limited licence to use the Partner's name and logo to operate the Programme and, where consented, for reference/marketing purposes. Neither party may use the other's marks except as permitted here or in the Order Form, and all use inures to the benefit of the owner. Trademark attribution follows our Security & Trademarks notice.

8. Data protection

Processing of personal data under the Programme is governed by our Privacy Policy and DPA. For End Customer data uploaded to or generated within the platform, the End Customer (or the Partner, as applicable) is the controller and BillPortal is the processor, processing only on documented instructions. The Partner must ensure an appropriate data-processing basis exists between itself and each End Customer and must not instruct processing that would breach applicable law.

9. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Partner Terms. BillPortal warrants that it will provide the platform and contracted services on a commercially reasonable-efforts basis and substantially as described in the applicable documentation and Order Form.

Exclusive remedy: if the platform does not materially conform to its then-current documentation and the Partner notifies us at info@billportal.io within thirty (30) days of discovering the non-conformity, our entire liability and the Partner's sole and exclusive remedy is that we will use commercially reasonable efforts to re-perform or correct the affected service and, if we cannot do so within a reasonable time, refund the fees paid for the non-conforming portion for the affected period.

Except as expressly stated, the platform and services are provided "as is" and "as available", without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that AI-supported outputs are accurate, complete or error-free. The Partner is responsible for verifying outputs and payment files before approval and for its own and its End Customers' reliance on them.

No guarantee of results: BillPortal does not warrant or guarantee any particular cost savings, return on investment, recovery amount or other outcome for the Partner or any End Customer. Estimates and calculator outputs are planning aids only and are not a quote or a guarantee.

10. Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential damages, or for lost profits, revenue, goodwill or data, arising out of or relating to the Programme, even if advised of the possibility.

Each party's aggregate liability arising out of or relating to the Programme is limited to the total fees paid or payable between the parties under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim. Liability arising from personal-data processing is addressed in, and may be subject to a separate cap under, the DPA or Order Form. Nothing limits liability that cannot be limited by law.

11. Indemnification

The Partner will defend, indemnify and hold harmless BillPortal, its affiliates and personnel from and against third-party claims arising out of or relating to: (a) the Partner's marketing, representations or acts/omissions beyond what BillPortal authorised; (b) the Partner's or an End Customer's misuse of the platform or breach of these Partner Terms, the AUP or applicable law; (c) data, payment or banking information provided that is inaccurate, fraudulent or unauthorised; or (d) infringement of a third party's rights by the Partner's brand or materials.

BillPortal will defend, indemnify and hold the Partner harmless from third-party claims that the platform, as provided by us and used in accordance with these Partner Terms, infringes that third party's intellectual-property rights, subject to Section 10. Each indemnity is conditioned on prompt notice, reasonable cooperation and sole control of the defence by the indemnifying party.

12. Confidentiality

Each party may receive the other's confidential information (including Programme terms, pricing, roadmaps and End Customer information). The receiving party will protect it with reasonable care, use it only for the Programme, and not disclose it except to personnel and advisers with a need to know who are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where lawful).

13. Term, suspension and termination

These Partner Terms apply for the duration of your participation in the Programme or the term stated in an Order Form. Either party may terminate for convenience on thirty (30) days' written notice (subject to any committed term in an Order Form), and either party may terminate for material breach not cured within thirty (30) days of notice. BillPortal may suspend or restrict access immediately for security-threatening, fraud-related or AUP violations.

On termination, the Partner's Programme rights (including any brand licence) end, and each party will cease using the other's marks. End Customer contracts, data export and deletion are handled as set out in the Terms of Service and DPA. Sections that by their nature should survive (including IP, confidentiality, warranties disclaimers, liability, indemnity and governing law) survive termination.

14. Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental action, internet or utility outages, and failures or outages of third-party supplier portals, banking/payment partners, cloud infrastructure or AI model providers.

15. Dispute resolution, arbitration and class-action waiver

Except for the excluded matters below, the following process applies to any dispute, claim or controversy arising out of or relating to these Partner Terms, an Order Form or the Programme (a "Dispute").

• Step 1 — Informal resolution: the raising party will send a written Notice of Dispute to info@billportal.io describing the issue and the relief sought, and the parties will negotiate in good faith for thirty (30) days from receipt.
• Step 2 — Mediation: if unresolved, the parties will attempt non-binding mediation before a single mediator, held in Massachusetts or remotely, with the mediator's fees shared equally.
• Step 3 — Binding arbitration: any Dispute not resolved by mediation will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before one arbitrator, seated in Massachusetts and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
• Class-action waiver: Disputes will be brought only in an individual capacity, and not in any purported class, collective, consolidated or representative proceeding; the arbitrator may not consolidate more than one party's claims. If this waiver is unenforceable for a particular Dispute, that Dispute (and only that Dispute) will proceed in court.
• Time limit: any Dispute must be commenced within twelve (12) months after the cause of action arose; otherwise it is permanently barred, to the extent permitted by law.
• Excluded matters: either party may bring an individual small-claims action or seek injunctive or equitable relief in the Massachusetts courts to protect its intellectual property or confidential information without first completing Steps 1–3. Nothing here waives rights that cannot be waived under applicable law.

16. Governing law and contact

These Partner Terms are governed by the laws of the Commonwealth of Massachusetts, United States, without regard to conflict-of-laws principles, and, subject to the dispute-resolution and arbitration provisions in Section 15, the state and federal courts located in Massachusetts have exclusive jurisdiction over any permitted court proceedings. We may update these Partner Terms from time to time; material changes will be notified through the Programme or by email, and continued participation constitutes acceptance. Questions about the partner programme? Contact info@billportal.io.