These Bill Pay Terms are subject to the Subscription Services Agreement (together with the Order Form signed by Procurify and the Customer, the “Agreement”). All capitalized terms used here that are not defined have the meaning given to them in the Agreement.
1. Defined Terms
For the purposes of these Bill Pay Terms, the following terms have the meanings given to them below:
“Account Information” means personal or business information provided by or on behalf of Procurify or the Customer to the Financial Services Partner to enable it to (i) determine the Customer’s eligibility for Connected Account Services; (ii) make available the Connected Account Services to the Customer; and (iii) fulfill its responsibilities to applicable Partner Institutions.
“Authorized Users” means an employee or other person authorized by the Customer under its agreements with the Financial Services Partner to use the Connected Account Services.
“Bill Pay” means the combined Bill Pay Services and Connected Account Services.
“Bill Pay Data” means collectively as it relates to the Customer and its Authorized Users: (i) Account Information; (ii) transaction data, including refunds, chargebacks, and holds; (iii) Personal Data; (iv) information obtained by the Financial Services Partner related to Bill Pay, including the Customer’s and its Authorized Users’ transaction history; and (v) other Customer Data related to the Bill Pay Services.
“Bill Pay Services” means the features and functions of the Platform, such as dashboards, account management, spending tracking, and other functionalities of the Platform, that integrate with the Connected Account Services allowing Customers to (i) create a Connected Financial Account, (ii) make electronic payments and funds transfers to and from the Customer’s Connected Financial Account, and (iii) use the Connected Account Services with the Platform.
“Connected Account Agreement” means all applicable terms, conditions, and other agreements with the Financial Services Partner and Partner Institutions presented to the Customer at the time the Connected Financial Account is created, as they may be amended and updated from time to time, and all related privacy policies, privacy statements, and similar terms, all of which govern the Customer’s and its Authorized Users’ use of the Connected Account Services.
“Connected Account Services” means the Connected Financial Account, payment functions, fund transfers, and additional services provided or procured by the Financial Services Partner to be used by a Customer and its Authorized Users.
“Connected Financial Account” means the financial account provided by the Financial Services Partner represented by an account number that enables the Customer to store, spend, and manage money through the Bill Pay Service.
“Financial Services Partner” means a financial service provider and its subsidiaries and affiliates selected by Procurify to provide the Connected Account Services to Customers and their Authorized Users and identified in the applicable Connected Account Agreement.
“Network” means an electronic funds transfer network (including ACH), credit card network, or debit card network used by all or any part of the Connected Account Services.
“Network Requirements” means all applicable and then-current (i) operating rules, operating regulations, operating guidelines, policies, procedures, and other requirements of any Network; and (ii) standards and other requirements of the PCI Security Standards Council (or any successor or replacement entity), including the Payment Card Industry Data Security Standard.
“Onboarding Data” means: KYC information and documentation, including tax identifier, government issued ID (e.g. passport, driver’s license or national ID card) and any information captured on such ID (such as facial images/ photographs); name, contact details, employment details (company and role) and date of birth; ID verification results; any other Personal Data required by the Financial Services Partner in accordance with its onboarding procedures and policies, including as collected by the Bill Pay Services or otherwise notified to Customer from time to time.
“Partner Institutions” means the banks, Networks, payments processors, payments gateways, and other institutions and service providers used by the Financial Services Partner to provide all or any part of the Connect Account Services.
“Personal Data” means any information that identifies a specific living person (not a company, legal entity, or machine) that is transmitted to or accessible through the Bill Pay Services.
2. Access and Use of Bill Pay
- Onboarding. When the Customer signs up for Bill Pay, Procurify will enable the Customer through the means provided in the Bill Pay Services to create a Connected Financial Account and sign up for, receive, and use the Connected Account Services. The Financial Services Partner has full discretion regarding its compliance, credit, and other commercial decisions relating to Connected Financial Accounts. Without limiting the foregoing, the Financial Services Partner shall not be required to enter into any Connected Account Agreement with the Customer if to do so would infringe the Financial Services Partners’ policies, processes, or Applicable Law. When the Customer requests Bill Pay Services, Procurify is authorized and directed to share Customer Data needed or requested by the Financial Services Partner to create a Connected Financial Account, including Onboarding Data. Additionally, Customer consents for itself and on behalf of its Authorized Users to Procurify sharing Onboarding Data with Partner Institutions and other service providers engaged by the Financial Services Partner to provide the Connected Account Services.
- Compliance with Connected Account Agreement. Customer acknowledges and agrees that a Connected Financial Account will be issued pursuant to the Connected Account Agreement. When creating and using a Connected Financial Account, Customer acknowledges and agrees that it is bound by the Connected Account Agreement. Customer and its Authorized Users shall not take, or fail to take, any action that could cause the Financial Services Partner or any Partner Institution to violate Applicable Law or the Network Requirements. The Connected Account Services are subject to regulation under Applicable Law. Procurify may notify the Financial Services Partner of any suspected or actual violation of Applicable Law by the Customer or its Authorized Users in connection with its or their use of Bill Pay.
- Bill Pay Data. Customer authorizes Procurify to provide, receive, and use Bill Pay Data related to the Customer or its Authorized Users and to give instructions regarding Connected Financial Accounts and Bill Pay Data to the Financial Services Partner and Partner Institutions so that they may deliver Connected Account Services to the Customer.
- Authorized Users Compliance. Customer shall, at all times, accurately describe the terms and conditions of the Connected Financial Account to its Authorized Users, and Customer shall be solely liable for all costs, expenses, and outcomes of descriptions and representations of the Connected Financial Account other than as approved by Procurify or the Financial Services Partner. Customer shall not market, advertise, or promote the availability of the Connected Financial Account in any way that (i) is misleading or potentially misleading, or (ii) fails to clearly identify the material terms and conditions of the Connected Financial Account, including the Connected Account Agreement.
- Permitted Purpose. Customer shall only allow a Connected Financial Account to be used in connection with the Platform and Services (including the Bill Pay Services) provided by Procurify. In no event shall Customer resell or offer access to the Connected Financial Account for sale to third parties and shall ensure that its Authorized Users do not do so.
- Liability for Authorized Users. The account holder regarding the Connected Financial Account shall be the Customer and the Customer may authorize its Authorized Users to use the Connected Financial Account according to the terms of the Agreement and the Connected Account Agreement. Procurify is not responsible for the actions of Authorized Users contrary to the Agreement, the Connected Account Agreement, or Applicable Laws.
- Personal Data and Connected Financial Account. Procurify is not responsible for any Personal Data, as such concepts are understood under applicable privacy laws, given or used by the Customer or an Authorized User in connection with the Connected Financial Account. As between the Parties, the Customer acknowledges that the Financial Services Partner may be the data controller or data processor, depending on the context of the transaction, regarding a Connected Financial Account and any processing of Personal Data regarding a Connected Financial Account is governed by the Connected Account Agreement or the applicable privacy policies of the Financial Services Partner, Partner Institution, or other third parties involved in the financial transactions conducted through a Connected Financial Account.
- Suspension or Cancellation. Procurify reserves the right to deny participation in Bill Pay or instruct the Financial Services Partner to cancel any issued Connected Financial Account should the name of the Customer or any of its Authorized Users appear on OFAC, OFSI, and FINTRAC lists, or other local, provincial, state, or federal lists of individuals being pursued by law enforcement agencies, or other such legal or risk related reasons as solely determined by Procurify or the Financial Services Partner.
- Transaction Limits. Procurify or the Financial Services Partner may, according to the Agreement or the Connected Account Agreement (as applicable), impose a limit on the total active balance of a Connected Financial Account or any individual or aggregate transaction value or volume processed through the Connected Financial Account. Procurify reserves the right to monitor such balances and transaction activity and may, but shall not be required to, block access to funds if the balance of the Connected Financial Account or the value or volume of an individual transaction or aggregate transactions in or through the Connected Financial Account controlled by a Customer exceeds the limit set by the Financial Services Partner or Procurify, as applicable.
- Ownership of Transaction Information. Ownership of transactional information obtained by the Financial Services Partner in providing the Connected Financial Account will be governed by the Connected Account Agreement.
- Eligibility. The Bill Pay Services are available only to Customers domiciled in Canada and the United States. Procurify reserves the right to deny the Bill Pay Services to a Customer operating in an industry or conducting a business that the Financial Services Partner prohibits from use with the Bill Pay Services.
- Regional Availability. Use of the Bill Pay Services may be restricted to certain geographic locations as stated in the Connected Account Agreement or by Procurify in the Agreement.
3. Authentication and Account Security
- Cooperation. Subject to Applicable Law, Customer agrees to comply with all reasonable requests made by Procurify to investigate, prevent, and recover sums due relating to any actual or suspected loss, fraud, or other improper use of any Connected Financial Account created by Customer or on Customer’s behalf. Procurify reserves the right to suspend or cancel any Connected Financial Accounts if it believes such Connected Financial Account is being used for illegal or improper purposes.
- Compromised Connected Financial Account Information. Procurify is not responsible for compromised Connected Financial Accounts or resulting loss of funds from a Customer’s Connected Financial Account except to the extent the loss occurred due to Procurify’s gross negligence, willful misconduct, or fraud. Other than as stated in this subsection, the Customer’s sole recourse for any such losses is against the Financial Services Partner or Partner Institution and subject to any limitations on liability, disclaimers, or similar terms in the Connected Account Agreement. Customer is solely responsible for ensuring that its Authorized Users safeguard access credentials, passwords, authentication methods, account numbers, and other information regarding Connected Financial Accounts.
- Multifactor Authentication and Other Security Measures. Procurify or the Financial Services Partner may impose certain security measures that the Customer and its Authorized Users must use and accept in connection with the Bill Pay Services, including multifactor authentication (which may be subject to an opt-out process as determined by Procurify or the Financial Services Partner).
4. Customer Identification and Recordkeeping.
- Know-Your Customer. Customer may need to undergo customer identification (also known as know-your-customer rules or “KYC”) to use the Connected Financial Account. KYC may be performed by Procurify or the Financial Services Partner. Customer shall provide Procurify or the Financial Services Partner, as directed, the name, address, tax identification number and other information necessary to reasonably verify Customer’s identity for performance of KYC, OFAC/OFSI screenings, and any other compliance activities, prior to, at the time of account set up, or upon request. Connected Financial Accounts shall not be available to the Customer without the collection of and verification of the necessary Customer identification data.
- Additional Information on Request. Procurify or the Financial Services Partner may request, and Customer shall provide, additional information regarding a Connected Financial Account and any Authorized User using such Connected Financial Account under certain circumstances. If Procurify or the Financial Services Partner, as applicable, requests such additional identifying information regarding the Authorized User or Customer, the use of such information will be governed by Applicable Law, the Agreement, and the Connected Account Agreement, as applicable.
5. Anti-Money Laundering Disclosure
To help governments fight the funding of terrorism and money laundering activities, certain regulations require financial institutions and their third parties to obtain, verify, and record information that identifies each person or company who opens an account. If the Customer requests that Procurify provide a Connected Financial Account that requires a financial institution, including the Financial Services Partner or Partner Institution, to establish accounts for the Customer or its Authorized Users, that financial institution may require the Customer’s business name, address, federal tax ID, and other information that will allow the financial institution to identify the Customer. In some cases, the Customer may be required to provide identifying business documents. The Customer acknowledges and agrees that if the Customer does not provide such information or documents to the financial institution, including the Financial Services Partner or a Partner Institution, Procurify will not have any obligation to offer the Customer a Connected Financial Account.
6. Transaction Fees
The Fees applicable to the Customer for use of the Bill Pay Services and Connected Financial Account, including transaction, service, and other fees, are governed by the Agreement and the pricing terms found at www.procurify.com/legal/fees-and-rates. Additional fees and charges may apply under the Connected Account Agreement. Some Fees, including transaction fees, may be subject to change from time to time, with or without notice, according to the Agreement and Connected Account Agreement, as applicable.
7. Interest
Connected Financial Account balances may accrue interest according to the terms of an applicable Order Form, Applicable Laws, the Agreement, or the Connected Account Agreement, as applicable. Other than as expressly stated in such Applicable Laws or agreements, Procurify has no obligation to pay interest to the Customer on any Connected Financial Account balance and the Customer expressly acknowledges that Procurify has no liability for failure to pay interest to the Customer on Connected Financial Account balances except as otherwise provided herein.
8. Promotions
Customers may be eligible to participate in promotions applicable to the Bill Pay Service from time to time. The terms of any promotions will be made available at the time a promotion is offered and the Customer must accept such terms to participate in the promotion. Promotions are offered at the sole discretion of Procurify. The terms applicable to promotions are subject to change without notice.
9. Limitation on Liability; Disclaimers
Without limiting the application of the other exclusions and limitations of liability under the Agreement, the Customer acknowledges and agrees that the Bill Pay Services are offered “as-is” without any warranty or guarantee of any kind. PROCURIFY IS NOT LIABLE FOR ANY INTEREST, PENALTIES, CHARGES, OR OTHER AMOUNTS INCURRED BY, CHARGED TO, OR OTHERWISE PAYABLE BY THE CUSTOMER DUE TO A PAYMENT MADE THROUGH THE BILL PAY SERVICES NOT BEING RECEIVED BY THE INTENDED RECIPIENT OR NOT BEING RECEIVED OR PROCESSED BY THE INTENDED RECIPIENT IN ANY REQUIRED TIMEFRAME, WHETHER SUCH FAILURE RESULTS FROM THE CUSTOMER’S OR ITS AUTHORIZED USERS’ ERROR WHILE USING THE BILL PAY SERVICES OR A FAILURE, FLAW, ERROR, OR OUTAGE IN THE BILL PAY SERVICES OR THE SERVICES, AND EVEN IF PROCURIFY IS NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH INTEREST, PENALTIES, CHARGES, OR OTHER AMOUNTS. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT AS BETWEEN THE PARTIES, IT IS SOLELY RESPONSIBLE FOR ENSURING THAT ALL AMOUNTS DUE TO OTHERS BY THE CUSTOMER ARE RECEIVED BY SUCH THIRD PARTY ACCORDING TO THE TERMS OF THE AGREEMENT BETWEEN THE CUSTOMER AND SUCH THIRD PARTY.
Customer is responsible for reviewing and verifying any requests fulfilled by the Financial Services Partner, including account balance transfers and direct debit authorizations to or from the Connected Financial Account, to confirm that they have been fulfilled correctly and as authorized and Procurify will not be responsible for any damages, losses, penalties, or expenses that result from Customer’s failure to do so.
Any services not provided by Procurify, including the Connected Account Services and any other services provided by the Financial Services Partner or Partner Institutions and any associated merchants in connection with Bill Pay, are Non-Procurify Services (as defined in the Subscription Services Agreement). Without limiting the foregoing, Procurify does not provide the Connected Account Services and is not responsible or liable for the compliance of the Financial Services Partner or Partner Institutions with Applicable Law or Network Requirements.
The Financial Services Partner does not provide the Platform to Customers. Procurify is responsible to the Customer for the Platform and the Bill Pay Services included in the Platform.
