1. Agreement to terms

These Terms of Service ("Terms") form a binding agreement between you (the "Customer") and BillPortal Technologies Inc. ("BillPortal", "we", "us"). By accessing or using the BillPortal platform, ordering a subscription, or purchasing credits, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

These Terms expressly incorporate by reference, and form part of "these Terms", the following documents as each may be updated from time to time: the Privacy Policy, the Data Processing Agreement ("DPA"), the Acceptable Use Policy ("AUP"), the Service Level Agreement, and the Security & Trademarks notice. In the event of a conflict, an executed order form controls first, then the DPA (for personal-data processing), then these Terms, then the other referenced policies.

2. The service

BillPortal is a software-as-a-service platform, optionally combined with managed services, for utility bill management and expense management. Capabilities include bill acquisition (supplier portals, email, upload, SFTP and postal mail), AI-supported data extraction and validation, payments (including ACH bulk files and, via a banking partner, card and cheque), cost-code allocation, and reporting.

Certain features rely on third-party services and are provided "where supported". Availability of specific integrations may change over time.

3. Accounts, credits and billing

The platform is billed per account, per commodity, per bill. Each account-commodity line processed within a billing period consumes one bill credit; a bill covering multiple accounts, or an account carrying multiple commodities, consumes multiple credits, since each account and commodity is assigned GL/cost codes individually.

• Free tier: 1–5 accounts, no payment method required.
• Starter: US$250 per month minimum, including 125 bill credits, then US$2.00 per additional account.
• Growth: US$6,000 per month minimum, including 4,000 bill credits, then US$1.50 per additional account, up to 4,000 accounts per month.
• Enterprise / above 4,000 accounts per month: custom volume pricing and an optional fully managed service (contact us).
• Postal mail capture add-on: +US$1.50 per bill.
• Credits are prepaid. Purchases, top-ups and auto-debit authorisations are completed inside the application, not on the marketing website.

4. Auto-debit and payment authorisation

Where you enable auto-debit or authorise recurring charges within the application, you authorise BillPortal (and its banking/payment partner) to charge the applicable amounts to your designated payment method or bank account for subscription fees, credit purchases and add-ons until you cancel. You are responsible for maintaining accurate, current payment information.

Amounts are stated in US dollars (USD) unless otherwise agreed in an order form. Fees are exclusive of taxes; you are responsible for applicable taxes other than those based on our net income.

5. Disbursements, failed payments and disputes

BillPortal facilitates the preparation and transmission of payment instructions (including bulk ACH files and, via a banking partner, card and cheque disbursements). You are solely responsible for reviewing and approving payment files and disbursement amounts before they are released (see Section 8).

Bank and card rails are operated by our banking/payment partner. That partner's own terms govern the movement of funds, settlement, chargebacks and related liabilities; BillPortal is not a bank and does not take custody of funds except as expressly stated in an order form.

• Failed or returned payments: where a payment fails, is returned (e.g., NSF/insufficient funds), or is rejected by a receiving bank, you remain responsible for the underlying obligation and any fees the banking partner charges. We will surface the failure and reasonable diagnostic information in the platform.
• Erroneous payments: if a payment amount is incorrect due to data you supplied or approved (including approved AI-extracted values), you are responsible for recovery from the payee; if it results from our proven gross negligence in transmitting an approved file, our liability is subject to Section 12.
• Disputes and unauthorised transactions: notify us at info@billportal.io promptly and in any event within the timeframes required by your banking partner and applicable law (for ACH, generally without undue delay). We will provide reasonable assistance to support your dispute, return or reversal request.
• Fraudulent authorisation: you are responsible for securing approver credentials; disbursements released using validly authenticated approver credentials are treated as authorised by you, without prejudice to your rights against a bad actor.

6. Credit expiry, non-refundable fees and refunds

Fees are prepaid and, except as expressly stated in this Section or in an order form, are non-refundable. Statutory rights that cannot be waived are unaffected.

• Minimum monthly commitments (for example, the Starter and Growth plan minimums) are non-refundable once the billing period has begun.
• Prepaid bill credits apply to, and expire at the end of, the subscription term in which they are purchased; unused credits do not roll over unless an order form states otherwise.
• AI agent credits (the separate prepaid wallet described in our pricing) are non-refundable.
• The postal-mail capture add-on is non-refundable once a bill has been captured or processed under it.
• Pro-rata credit refund on cancellation: if you cancel, we may — on written request within thirty (30) days of cancellation — refund unused prepaid bill credits purchased above your minimum commitment on a pro-rata basis, less any minimum commitment already due and any fees or usage outstanding.
• Discretionary refunds: we may grant a refund or credit at our discretion (for example, as a goodwill gesture); doing so does not create an obligation to grant similar refunds in future.
• Chargebacks: please contact info@billportal.io before initiating a payment dispute with your bank or card issuer, so we can help resolve it first. Refunds we approve are made to the original payment method, normally within ten (10) business days of approval.

7. Estimates and quotes

Any figures produced by pricing calculators, ROI tools or savings estimates on our website or in the product are for planning purposes only and are not a quote or a guarantee of results.

8. Customer responsibilities

• Provide accurate supplier, account and banking information.
• Maintain the confidentiality of login and API/SFTP credentials and promptly report unauthorised use.
• Use the service in compliance with the Acceptable Use Policy and applicable law.
• Review payment files and validation results — including AI-extracted amounts — before approving payments; you remain responsible for approving disbursements.

9. Intellectual property

BillPortal and its licensors retain all rights, title and interest in the platform, including all software, models and documentation. You retain ownership of your data. You grant us a limited licence to process your data solely to provide and improve the service, subject to the Privacy Policy and Data Processing Agreement.

10. AI-supported processing and your review obligation

Data extraction, validation and certain recommendations are AI-supported and made available with human-in-the-loop review options. AI outputs may contain errors or omissions. Because those outputs can drive payment amounts and allocations, your review and approval under Section 8 is the primary control against error — you must verify extracted values and payment files before approval, and you accept responsibility for amounts you approve.

Except as expressly stated, we do not warrant that AI outputs are accurate, complete or error-free, and we are not liable for losses arising from AI outputs that you had the opportunity to review before approval.

11. Warranties, disclaimers and no guarantee of results

Limited warranty: BillPortal warrants that, during your subscription term, the platform will materially conform to its then-current documentation when used in accordance with these Terms.

Exclusive remedy: if the platform does not so conform and you notify us at info@billportal.io within thirty (30) days of discovering the non-conformity, our entire liability and your 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 of the service for the affected period.

No other warranties: except for the limited warranty above, the service is provided on a commercially reasonable-efforts basis, "as is" and "as available", without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranty that AI-supported outputs are accurate, complete or error-free.

No guarantee of results: we do not warrant or guarantee any particular cost savings, return on investment, recovery amount or other business outcome. Figures from pricing calculators, ROI tools and savings estimates are planning aids only and are not a quote or a guarantee (see Section 7).

12. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages. Our aggregate liability arising out of or relating to the service is limited to the fees paid by you to BillPortal in the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited by law. Liability arising from a personal-data breach is addressed in, and may be subject to a separate cap under, the DPA.

13. Indemnification

You will defend, indemnify and hold harmless BillPortal, its affiliates and their personnel from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your misuse of the service or breach of these Terms or the Acceptable Use Policy; (b) data or payment/banking information you provide that is inaccurate, fraudulent, or that you were not authorised to submit; (c) payment instructions you approved; or (d) your infringement or violation of a third party's rights or of applicable law.

BillPortal will defend, indemnify and hold you harmless from third-party claims that the platform, as provided by us and used in accordance with these Terms, infringes that third party's intellectual-property rights, subject to the limitations in Section 12. Each indemnity is conditioned on prompt notice, reasonable cooperation, and sole control of the defence by the indemnifying party.

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 — given the platform's dependencies — failures or outages of third-party supplier portals, banking/payment partners, cloud infrastructure or AI model providers. The affected party will use reasonable efforts to mitigate and resume performance.

15. Term and termination

These Terms remain in effect while you use the service. Either party may terminate for material breach not cured within thirty (30) days of written notice, except that BillPortal may suspend immediately for security-threatening or fraud-related violations as described in the Acceptable Use Policy. Upon termination, your right to access the service ends; we will make your data available for export for ninety (90) days as described in the DPA, subject to any shorter window applied for fraud-related terminations under the AUP.

16. Dispute resolution, arbitration and class-action waiver

We want to resolve concerns quickly and fairly. Except for the excluded matters below, the following process applies to any dispute, claim or controversy arising out of or relating to these Terms or the service (a "Dispute").

• Step 1 — Informal resolution: before starting a formal proceeding, the raising party will send a written Notice of Dispute to info@billportal.io describing the issue and the relief sought. The parties will negotiate in good faith to resolve it for thirty (30) days from receipt.
• Step 2 — Mediation: if the Dispute is not resolved in that period, the parties will attempt to resolve it through 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 as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one party's claims. If this waiver is found unenforceable for a particular Dispute, that Dispute (and only that Dispute) will proceed in court rather than arbitration.
• 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 (a) bring an individual claim in small-claims court, and (b) seek injunctive or other 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.

17. Governing law

These Terms are governed by the laws of the Commonwealth of Massachusetts, United States, without regard to conflict-of-laws principles. Subject to the dispute-resolution and arbitration provisions in Section 16, the state and federal courts located in Massachusetts have exclusive jurisdiction over any permitted court proceedings, subject to any mandatory consumer protections.

18. Changes and contact

We may update these Terms from time to time. Material changes will be notified through the service or by email. Continued use after changes take effect constitutes acceptance. Questions? Contact info@billportal.io.