Terms and Conditions
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU USE THE INVOICE CENTRAL SERVICE. YOU MAY NOT ACCESS OR USE THIS SYSTEM WITHOUT AGREEING TO THESE TERMS. WHEN YOU ENROLL OR SIGN IN TO THE SYSTEM, YOU ARE AGREEING TO ACCEPT ALL OF THESE TERMS.
These General Terms of Service are a legal agreement (the “Agreement”) between Factor Systems, Inc. DBA Billtrust, a Delaware corporation (“Invoice Central”, “we”, “us” or “our”), and you and any person or organization for which you act that has an Invoice Central account (the “Subscriber”). Invoice Central is a bill presentment and bill payment service company, and not a trust company or a bank, and we are not FDIC insured. You represent and warrant that you are of legal age and have the right and authority to enter into this Agreement on your own behalf and on behalf of the Subscriber, if applicable. By clicking “I Accept” below, you agree that you and the Subscriber, if applicable, will be bound by the terms of this Agreement. This Agreement incorporates by reference terms and conditions displayed on the “Website,” defined below.
GENERAL DESCRIPTION OF THE INVOICE CENTRAL SERVICE
Invoice Central provides the Invoice Central service (the “Service”) through the Invoice Central Website at the URL www.invoicecentral.com (the “Website”). Each Subscriber may access one or more of the following components of the Service through the Subscriber’s Invoice Central account: Invoice Presentment; Invoice Payment; Vendor Set-up; and Profile Management. Sections 2 through 5 of this Agreement set forth the Service Schedule that applies to each of these components.
Invoice Presentment functions are accessible through the Website.
A Subscriber may authorize Invoice Central vendors to send electronic invoices, statements and credit memos to the Subscriber’s Invoice Central account by enrolling with that vendor (see section 6. Vendors – below). Invoice Central is not responsible for invoices, statements or credit memos that are misdirected or not received by Invoice Central. Each Subscriber should regularly review its invoices, statements and credit memos for each active vendor to ensure that expected documents are there.
Invoices which are received from a vendor for a particular Subscriber will appear on the website. Additionally, if enabled, an e-mail notification may be sent to the Subscriber notifying them of the receipt of one or more invoices (see section 5. Profile Management for more information on notifications).
Invoice Central will maintain 3 years of historical filed invoices for Subscribers with the exception of historical data related to a Vendor who has terminated Invoice Central services. All historical data related to a terminated Vendor will be deleted 6 months from the date of termination.
Invoice Payment functions are accessible through the Payments tab on the Website.
A Subscriber may create one or more bank accounts from which to pay invoices via the Automated Clearing House (ACH) method. You will designate a settlement account for us to charge (the “payment account”) and you agree to maintain a balance or credit limit in that account that is sufficient to fund all payments you initiate (see the Invoice Payment Process below). You represent and warrant that you have the right to authorize us to charge the payment account for payments you initiate using the Invoice Central Service and you will indemnify and hold us harmless from any claims by any other owner of the account. You also agree that we are not responsible for any overdraft or insufficient fund situation or charge (including, but not limited to, finance charges, late fees or similar charges) caused by your failure to maintain funds sufficient to pay all payments you initiate. You further agree that we may charge a service fee for any returned payment, including, but not limited to, returns resulting from insufficient funds in your account, your account is closed, or incorrect account or routing information was provided to us. Currently, the fee is $25.00 per returned payment. The fee may change. You agree that if there are insufficient funds in your account, we may (but we are not obligated to) advance the funds to make payment to the Vendor. You agree to pay us promptly on our request for any amounts that we have provided to fund any payment you have requested. You agree to promptly notify us in writing of any changes to the financial institution account information and authorize us to debit such account. You may stop payment of any single scheduled payment online by contacting Invoice Central Customer Support (see section 7. INVOICE CENTRAL CUSTOMER SUPPORT CONTACT INFORMATION) or by notifying the bank or other financial institution where your payment account is located orally or in writing at least three business days before the scheduled date of the payment. We will continue to charge your payment account for that payment and for other automatic payments until the date you cancel the automatic payments through the Invoice Central Service. In addition, if our ACH charge to your payment account is rejected or returned to us because you have instructed your bank or financial institution to stop the automatic payment, the Vendor may charge you a fee for this returned transaction. Your bank or financial institution may require you to give written confirmation of the stop payment within 14 days of an oral notice. An oral notice may cease to be effective after 14 days.
INVOICE PAYMENT PROCESS
Invoice payment involves a process where the Subscriber explicitly authorizes payments for one or more invoices to a vendor. Payment transaction(s) will be generated for each unique vendor account. Upon initiation of a payment transaction, you authorize Invoice Central to debit the payment account that you select for the amount of the payment that you determine for the specific payment date that you determine. Subscribers should select a payment date at least two days in advance of the desired date by which the funds need to appear in a vendor’s account. Invoice Central is not responsible for any costs, expenses or other damages incurred by a Subscriber if a payment is not received on or before the payment due date. Each payment transaction will result in a single ACH debit from the Subscriber’s payment account. All payment transactions initiated after 4:00pm Eastern Standard Time will be considered as initiated on the next business day (a “business day” is defined as Monday through Friday excluding Federal Reserve holidays). A payment remittance transaction will be sent to the vendor on the same business day a payment is processed by Invoice Central. It is the sole responsibility of the Subscriber to explicitly initiate payment transactions using the Service.
OUR RIGHT TO REFUSE TO MAKE PAYMENTS
We may refuse to make any payment that we believe to be prohibited by law. If you fail to maintain a balance in the payment account that is sufficient to fund any payment that you initiate, we may refuse to make any subsequent payment for as long as we determine to be necessary or appropriate. We may set a maximum dollar amount for payment and/or refuse to permit any bill payment if we reasonably believe such refusal is necessary or advisable for security reasons. We also reserve the right and will promptly notify you of our decision to refuse to make any other Payment.
If we duplicate a payment or process a payment for the wrong amount, we will use our reasonable best efforts to recover your funds from the Biller. However, if an overpayment causes a credit to your account with a Biller, we may notify you of that fact and you will be responsible to make appropriate arrangements with the Biller to receive a refund of the credit or have it applied against other balances. You will remain responsible to reimburse us for any funds we have paid on your behalf.
Vendors are accessible through the Vendors tab on the Website.
A directory of Vendors that are part of the Invoice Central Service can be accessed by Subscribers for the purpose of initiating the process of receiving invoices, statements and credit memos from that vendor through Invoice Central (“Add a Vendor”). A Subscriber can Add a Vendor by selecting the vendor from the directory and entering a token code which verifies that the Subscriber is authorized to receive invoices from that Vendor. Once a Subscriber completes the Add a Vendor process, the Subscriber will no longer receive paper invoices, statements or credit memos from that Vendor.
REMOVE A VENDOR
Vendors can be removed from the Subscriber’s list of activated vendors. If a vendor is removed by a Subscriber, then invoices, statements and credit memos from that vendor will no longer be published to that Subscriber’s account in Invoice Central. In cases where a vendor has been removed by a Subscriber, it is the responsibility of the Subscriber to contact the associated vendor to ensure that they will subsequently receive invoices, statements and credit memos via a method acceptable to them.
Vendors may decide to cancel their participation in Invoice Central. If a vendor cancels their participation in the Invoice Central Service, this vendor will be removed automatically from all Subscribers who have added the vendor (using the Add a Vendor process described above in section 4.1). In this case, the Subscriber is responsible for receiving and paying invoices outside of the Invoice Central Service.
Profile Management functions are accessible through the Profile tab on the Website. Subscribers can manage contact details, username, password, notification of bills, payment reminders, security questions and answers. Subscribers can also add and remove payment accounts used to pay invoices (see section 3. Invoice Payment).
GENERAL TERMS AND CONDITIONS APPLICABLE TO THE SERVICE
These General Terms and Conditions apply to users of any component of the Service and to the Invoice Payment Service, except where otherwise expressly noted below.
PASSWORDS AND SECURITY
You shall not give or make available passwords or other means of accessing the Website to any unauthorized individuals. If you give someone your email and password, you are authorizing that person to use the Website, and you and any person or organization for which you act are responsible for all transactions that person performs, even if you did not want them performed, and even if they are fraudulent. For your protection, sign off after every Invoice Central session and close your browser. You must notify Invoice Central Customer Support immediately (see section 7. INVOICE CENTRAL CUSTOMER SUPPORT CONTACT INFORMATION) upon any suspicion that a password has been lost or stolen or that someone has attempted or may attempt to make payments or otherwise use the Website without authorization. Invoice Central will not have any liability to you for any unauthorized payment or transfer made using your password that occurs before you have notified Invoice Central of possible unauthorized use and we have had a reasonable opportunity to act on that notice. Accordingly, you should log into your Invoice Central account regularly and review your transaction history for unauthorized transactions or access. By using the Website, you acknowledge and agree that this Agreement sets forth security procedures that are commercially reasonable. You agree to be bound by transactions initiated in compliance with these procedures, whether or not authorized, unless you have given us prior notice of possible unauthorized use as described above and we have had a reasonable opportunity to act on such notice. ALL QUESTIONS ABOUT PAYMENTS MADE THROUGH INVOICE CENTRAL OR WITH YOUR ACCOUNT NUMBER AND/OR PASSWORD MUST BE DIRECTED TO US, INVOICE CENTRAL, AND NOT TO THE BANK OR OTHER FINANCIAL INSTITUTION WHERE YOU HAVE YOUR PAYMENT ACCOUNT. We are responsible for the Invoice Central Services and for resolving any errors in payments made through the Invoice Central Services or with your Account Number and/or Password. Your payment transactions will appear on the statement issued by the bank or other financial institution where you have your payment account. SAVE COPIES OF YOUR PAYMENT INSTRUCTIONS AND CHECK THEM AGAINST THE ACCOUNT STATEMENT YOU RECEIVE FROM YOUR BANK OR OTHER FINANCIAL INSTITUTION. If you have questions about any of these transactions, contact Invoice Central Customer Support immediately (see section 7. INVOICE CENTRAL CUSTOMER SUPPORT CONTACT INFORMATION).
It is necessary to complete a transaction;
It is necessary to verify the existence and condition of your deposit account;
It is necessary to comply with a governmental agency or court order;
It is permitted by law; or
You give us your written permission.
CONSENT TO ELECTRONIC DISCLOSURES
HARDWARE AND SOFTWARE REQUIREMENTS
In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. You agree that you have the means to access, and to print or download, Communications.
WITHDRAWAL OF CONSENT
If you later decide that you do not want to receive future Communications electronically, contact Invoice Central at 1009 Lenox Drive, Suite 101, Lawrenceville, NJ 08648. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Service or the Invoice Payment Service.
There are currently no fees (“Service Fees”) for Subscribers to use the Invoice Central Service. Invoice Central reserves the right to change the Service Fees from time to time, at its sole discretion. Invoice Central will post the revised Service Fees on the Website or notify Subscribers by email in advance of the effective date of such changes (“Fee Increase Date”). If the change in Service Fees is not acceptable, Subscriber’s sole and exclusive remedy shall be to stop using the Service and cancel Subscriber’s account by notifying Invoice Central Customer Support (see section 7. INVOICE CENTRAL CUSTOMER SUPPORT CONTACT INFORMATION) prior to the Fee Increase Date. By continuing to use the Service or Invoice Payment Service after the Fee Increase Date, Subscriber accepts all changes in Service Fees. Service Fees are not refundable.
Subject to the terms and conditions of this Agreement, including payment of all Service Fees, Invoice Central hereby grants you a personal, limited, non-exclusive, nontransferable license to access and use the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that Invoice Central provides to you (collectively, the “Software”) during the term of this Agreement.
You shall not, and you shall not enable any third party, to (a) access or attempt to access any other Invoice Central systems, programs or data that are not available for public use; (b) copy, reproduce, republish, upload, post, transmit or distribute in any way material from the Website; (c) work around any technical limitations in the Software, or decompile, disassemble or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (d) perform or attempt to perform any actions that could interfere with the proper operation of the Software or Service, prevent access to or use of the Software or Service by Invoice Central’s other licensees or customers, or impose an unreasonable or disproportionately large load on Invoice Central’s infrastructure; or (e) otherwise use the Software except as expressly allowed under this Section 6.5. You agree to use the Software for only lawful purposes.
RESERVATION OF RIGHTS AND OWNERSHIP
The Software is licensed and not sold, and Invoice Central retains all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret, and other intellectual property laws. Invoice Central and its licensors own the title, copyright and other worldwide intellectual property rights in the Software and all copies thereof. This Agreement does not give you any rights in Invoice Central’s, or its licensors, trademarks or service marks.
LIMITED WARRANTY FOR THE SERVICE
Invoice Central warrants to each Subscriber that the Service will perform substantially in accordance with the description on the Website. If the Service does not conform to the foregoing warranty, Invoice Central shall use commercially reasonable efforts to correct the Service. If Invoice Central is unable to correct the Service using commercially reasonable efforts, Subscriber’s sole and exclusive remedy shall be to stop using the Service and cancel the Invoice Central account by notifying Invoice Central Customer Support (see section 7. INVOICE CENTRAL CUSTOMER SUPPORT CONTACT INFORMATION). The foregoing states Invoice Central’s sole and exclusive warranty and your and Subscriber’s sole and exclusive remedy. The availability of the Service may be subject to interruption and delay due to causes beyond our reasonable control.
The limited warranties set forth above in Section 6.6 is subject to the following exclusions. Invoice Central makes no warranty to Vendors or Customers. You and Subscriber assume sole responsibility and liability for results obtained from the use of the Service. Invoice Central shall not have any liability for any claims, losses, or damage caused by errors or omissions in any information provided to Invoice Central in connection with the Service or the Invoice Payment Service or any actions taken by Invoice Central in accordance with directions provided by you or Subscriber. Invoice Central shall not have any liability for any claims, losses or damages arising out of or in connection with use of any third-party products, services, software or websites that are accessed via links on the Website. Invoice Central shall not have any liability for any error or failure that is due to causes beyond its reasonable control, including without limitation, strikes, riots, insurrection, war, military or national emergencies, acts of God, natural disasters, fire, outages of computers or associated equipment, or failure of transportation or communication methods (including the Internet) or power supplies.
EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 6.6 and 6.7 ABOVE, THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION OF WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE. INVOICE CENTRAL DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. INVOICE CENTRAL FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BILL.COM OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT SHALL INVOICE CENTRAL BE LIABLE TO YOU OR SUBSCRIBER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT INVOICE CENTRAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. INVOICE CENTRAL WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL INVOICE CENTRAL’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU AND SUBSCRIBER TO INVOICE CENTRAL IN THE TWELVE MONTH PERIOD PRECEDING THE EVENTS THAT GAVE RISE TO SUCH LIABILITY, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
Except as may be limited by applicable law, you and Subscriber agree to indemnify and hold Invoice Central, its vendors and distributors (and their respective officers, directors, employees and representatives) harmless (including payment of reasonable attorney’s fees) against any and all liability to third parties arising out of, or in connection with, your or Subscriber’s use of the Service or the Invoice Payment Service, any actions taken by Invoice Central pursuant to your or Subscriber’s instructions, or your or Subscriber’s breach of this Agreement.
The parties acknowledge that the limitations and exclusions contained in Section 6 and elsewhere in this Agreement represent the parties’ agreement based upon the perceived level of risk associated with their respective obligations under this Agreement and the Service Fees paid hereunder. Without limiting the generality of the foregoing, the parties acknowledge and agree that (a) the provisions hereof that limit liability, disclaim warranties or exclude consequential damages or other damages or remedies shall be severable and independent of any other provisions and shall be enforced as such, regardless of any breach hereunder, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
The Subscriber may terminate the Service at any time by submitting an account cancellation request through the Website or by contacting Invoice Central Customer Support (see section 7. INVOICE CENTRAL CUSTOMER SUPPORT CONTACT INFORMATION), provided that all payments in Subscriber’s Invoice Central account have cleared. Invoice Central may terminate the Service or the Invoice Payment Service at any time, for any reason. Invoice Central will try to notify you in advance, but is not obliged to do so. If Subscriber cancels the Service, all accrued Service Fees will be immediately due and payable, including pro-rated monthly fees for the month of termination. Invoice Central may maintain copies of data associated with a Subscriber while that Subscriber utilized the Service. Invoice Central may, in its sole discretion, permit Subscriber to continue accessing Subscriber’s data through the Service for a limited period of time after termination. Subscriber may request Invoice Central’s assistance in obtaining a copy of Subscriber’s data by notifying Invoice Central within sixty (60) days following Service termination. Thereafter, Invoice Central may destroy or otherwise dispose of any such data in its possession. Invoice Central will invoice Subscriber for the cost of returning the data at Invoice Central’s then-current rates.
Invoice Central may give notice by means of a general notice on the Website, electronic mail to the e-mail address on record in Invoice Central’s account information or by first class mail to the address of record in Invoice Central’s account information. Such notice shall be deemed given immediately upon posting to the Website, six (6) hours after sending by electronic mail, or forty-eight (48) hours after sending by first class mail. Except as provided herein, you or Subscriber may give notice to Invoice Central by confirmed facsimile or delivery by nationally recognized overnight delivery service or first class mail to Invoice Central as specified on the Website. Such notice shall be deemed given when received by Invoice Central.
CHANGES TO AGREEMENT
Invoice Central reserves the right to modify the terms and conditions of this Agreement and its policies relating to the Service at any time, at its sole discretion. Invoice Central will post the revised terms and conditions of the Agreement or policies on the Website and provide notice in advance of the effective date of such changes (“Amendment Date”). If the revised terms and conditions or policies are not acceptable, your sole and exclusive remedy shall be to stop using the Service and to cancel your account through the Website or by notifying Invoice Central Customer Support (see section 7. INVOICE CENTRAL CUSTOMER SUPPORT CONTACT INFORMATION) prior to the Amendment Date. Continuing to use the Service and failing to cancel your account after the Amendment Date constitutes acceptance of the revised terms and conditions of the Agreement. Except as expressly provided herein, this Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.
The Agreement and all matters arising out of or relating to the Agreement shall be governed by the laws of the State of New Jersey, without regard to its conflict of law provisions. Any legal action or proceeding relating to the Agreement shall be brought exclusively in the state or federal courts located in the state of New Jersey. You, Subscriber, and Invoice Central hereby agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The waiver of any default or breach of the Agreement shall not constitute a waiver of any other or subsequent default or breach. Except as expressly set forth in the Agreement, the exercise of any remedy under the Agreement will be without prejudice to other remedies available under the Agreement or otherwise. In the event any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. You, Subscriber, and Invoice Central each agree to comply with all applicable laws and regulations with respect to its respective activities hereunder; including without limitation any export laws and regulations of the United States. Nothing in the Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. The Agreement is intended for the sole and exclusive benefit of the parties thereto and is not intended to benefit any third party. The Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. The headings in the Agreement are for convenience of reference only and have no legal effect. You may not assign or transfer the Agreement, in whole or in part, without Invoice Central’s written consent. Any attempted assignment or transfer in violation of this Section 6.15 will be null and void. Invoice Central may assign its rights or delegate its obligations hereunder without consent. Subject to the foregoing restrictions, the Agreement shall inure to the benefit of the successors and permitted assigns of the parties.
INVOICE CENTRAL CUSTOMER SUPPORT CONTACT INFORMATION
Please contact us at the following address:
Invoice Central c/o Billtrust
1009 Lenox Drive, Suite 101, Lawrenceville, NJ 08648
Telephone Number: 609-495-3211