Terms of Service

By using the energypayables.com website (“Service”), or any Consulting services of Energy Payables Inc. (also referred to herein as the “Corporation”), you, the Customer, are agreeing to be bound by the following Terms of Service.

Energy Payables Inc. reserves the right to update and change the Terms of Service from time to time with thirty (30) days’ notice to paying customers via email. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at energypayables.com/terms-of-service.

Violation of any of the terms below will result in the termination of your Account. While Energy Payables Inc. prohibits inappropriate or offensive conduct and Content on the Service, you understand and agree that Energy Payables Inc. cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.

DEFINITIONS

1. “Confidential Information” means all non-public information disclosed by or on behalf of you, your Vendors, on the one hand, or by the Corporation on the other hand (a “Discloser”) to the other (a “Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include this Agreement, Work Ticket and Invoice Data and information about the Discloser’s business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

2. “Consulting Services” means the professional services provided to you by us, which may include training services, implementation, integration, or other consulting services.

3. “Contract” or “Implementation Plan” or “Statement of Work” means the Energy Payables Inc. approved form by which you agree to subscribe to the Service and purchase Consulting Services.

4. “Customer Data” means all information that you and your vendors submit, record, import, create or collect via the Service.

5. “Customer Materials” means any materials that you or your vendors provide or post, upload, input or submit through the Service.

6. “Fee” means the amount you pay for the Service.

7. “Security Incident” means a confirmed unauthorized access to, disclosure, alteration, destruction or transmission of Customer Data in our control.

8. “The Service” means all of our web-based software modules that you have subscribed to under an Agreement or that we otherwise make available to you, and are developed, implemented, operated, and maintained by us, accessible via *.energypayables.com, that we provide to you.

9. “Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Service. These products and services include non-energypayables.com integrations.

10. “Third-Party Sites” means third-party websites linked to from within the Service, including Communications Services.

11. “Third-Party Services” means third-party software, hardware, consulting, SaaS, calendars, and/or other Third-Party Services linked to or from the Service that may enable changes to the information stored in the Service.

12. “Users” means your employees, representatives, consultants, contractors, or agents who are authorized by you to use the Service for your benefit and have unique user identifications and passwords for the Service.

13. “you”, “your” or “Customer” means the person or entity using the Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the Customer.

1. SERVICES DESCRIPTION

1. VENDOR-CUSTOMER AGREEMENTS

            A Vendor managed catalog for tracking and managing products and services, and their related pricing agreements, purchase orders and/or blanket purchase orders managed and reviewed by Customer and its Vendors.

1. WORK TICKET SYSTEM

            A system for tracking and confirming work completion.

1. INVOICE PORTAL

            An invoice management portal that integrates with accounting systems or works as a standalone application. Note that no payments are processed through our application.

1. energypayables.com API

            A web facing set of Application Programming Interfaces that support the integration of Customer data to Third Party Products.

1. PRIVACY POLICY

Your use of our services is also governed by our Privacy Policy, which explains how we collect, use, and protect your information. By using our services, you consent to the practices described in our Privacy Policy. See Schedule “D” for the Corporation’s Privacy Policy.

1. ACCOUNT TERMS

3.1        During the term of the contract, we will provide you access to the use of the Service as described in your Agreement.

3.2        You may subscribe to additional modules as a part of the Service by contacting support@energypayables.com or any Energy Payables team member.

3.3        Your Users must be individuals. Accounts registered by “bots” or other automated methods are not permitted without explicit permission from the Corporation.

3.4        You must provide your Users’ legal full names, valid email addresses, legal company name or registered trade name and address and any other information requested in order to complete the signup process.

3.5        Each login may only be used by one User – a single login shared by multiple Users is not permitted. Your Users may create separate logins for other team members at no additional charge.

3.6        You are responsible for maintaining the security of your Users’ accounts and passwords. The Corporation will not be liable for any loss or damage from your Users’ failure to comply with this security obligation.

3.7        You are responsible for all Content posted and activity that occurs under your Users’ accounts (even when Content is posted by others who have accounts under your account). This includes matters pertaining to data quality and accuracy.

3.8        Use of the Service by Users for any illegal or any unauthorized purpose is strictly prohibited. Your Users must not, in the use of the Service, violate any laws in your or any other jurisdiction (including but not limited to copyright laws).

1. API TERMS

4.1        Customers may access its energypayables.com account data via an API (Application Program Interface). Any use of the API, including use of the API through a Third-Party Product that accesses energypayables.com, is bound by the terms of this Agreement plus the following specific terms:

1. Abuse or excessively frequent requests to energypayables.com via the API may result in the temporary or permanent suspension of your account’s access to the API. The Corporation, in its sole discretion, will determine abuse or excessive usage of the API. The Corporation will make a reasonable attempt via email to warn the applicable User and assist in resolution prior to suspension.

2. The Corporation reserves the right at any time to modify, suspend or discontinue your access to the API (or any part thereof) with 60 days’ written notice.

1. GENERAL CONDITIONS

5.1        Your use of the Service is at your sole risk. Except as expressly set out in Section 6, (Warranties), below, the Service is provided on an “as is” and “as available” basis.

5.2        You understand that Energy Payables Inc. uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

5.3        You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, the Corporation, or any other service provided by the Corporation.

5.4        You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of the Corporation

5.5        The Corporation may, but has no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

5.6        Verbal, physical, written, or other abuse (including threats of abuse or retribution) of any customer, employee, member, representative, director, or officer of the Corporation will result in immediate user account termination.

5.7        You understand that the technical processing and transmission of the Service, including your Content, may be transferred and involve (a) secure transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

5.8        Customer is solely responsible for accuracy, quality, legality and integrity of Customer Data and for obtaining all necessary consents, as may be applicable.  Customer is responsible for configuration, use and outputs, including those generated by Third-Party Products or the API.

5.9        Your Users must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.

5.10      Your Users must not transmit any worms or viruses or any code of a destructive nature.

5.11      The Service is User driven. As such, the Corporation does not warrant that results obtained will be accurate or reliable. The onus lies with Customer and its Vendors for energypayables.com data accuracy.

5.12      For certainty, Customer acknowledges and agrees that the Corporation is not responsible for Third-Party Products or Third-Party Sites, their security, availability, or use of Customer Data or other data.  Enabling integrations authorizes the Corporation to exchange data as necessary.  Disputes with third parties are solely between the Customer and such third-party provider.

5.13      You expressly understand and agree that Energy Payables Inc. shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Corporation has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) Security Incidents; (iv) statements or conduct of any third party on the Service (including any third party to whom you give access to your edit or otherwise utilize your data); (v) the use of the API or Third-Party Products that access data via the API; or (vi) or any other matter relating to the Service

1. WARRANTIES

6.1         Our Warranties The Corporation warrants that: (a) it has the right to provide the Service and Consulting Services; (b) the Service will perform materially as described in its current documentation; (c) Consulting Services will be performed professionally; (d) it will not knowingly introduce malware; and (e) it will comply with laws that apply to it as the provider.

6.2         Your Only Remedy If the Corporation breaches a warranty above, provide sufficient details of the breach to support@energypayables.com within 30 days thereof and the Corporation will use reasonable efforts to fix the problem or re-perform the work at no extra charge.

              If the breach has not been remedied or a reasonable workaround provided within 30 days, you may receive a credit for the affected Fees or terminate the affected Service or Consulting Services pursuant to the terms of this Agreement. These are your only remedies for a warranty breach.

6.3         What the Warranties Do Not Cover The warranties do not apply to problems caused by Customer Data, Third-Party Products or Services, misuse, modifications by anyone other than the Corporation, your systems or internet connection, free or beta features, or your failure to apply updates provided by the Corporation.

6.4         Your Warranties You warrant that you have the rights to submit Customer Data and Customer Materials, that they do not violate law or third-party rights, and that your Users are authorized to use the Service.

6.5         No Other Warranties Except for the warranties above, the Service and Consulting Services are provided “as is” and “as available”. All other warranties are hereby disclaimed by the Corporation, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent allowed by law. The Corporation does not guarantee the Service will be uninterrupted, error-free, or secure. Uptime and support response times are operational targets only, not warranties.

1. INTELLECTUAL PROPERTY OWNERSHIP

7.1        The Corporation owns the Service, including all software, code, interfaces, documentation, and any improvements, modifications, or derivative works, even if they result from your use or feedback. No ownership rights in the Service are transferred to you.

7.2        You own your Customer Data and your own pre-existing intellectual property. The Corporation does not take ownership of your Customer Data.

7.3        If you give the Corporation feedback, suggestions, or ideas about the Service, you grant the Corporation a permanent, irrevocable, royalty-free right to use and incorporate that feedback into the Service without any obligation or payment to you.

1. DATA SECURITY AND BREACH NOTIFICATION

8.1        The Corporation treats your Customer Data as confidential. It will not disclose it to third parties except to its employees, contractors, and service providers who need it to deliver the Service and are bound by confidentiality obligations, with your written consent, as required by law (with notice to you where legally permitted), or if it becomes public through no fault on the part of the Corporation.

8.2        The Corporation uses Customer Data only to provide the Service and will not use it for other customers, for advertising, or to train artificial intelligence or machine learning models without your prior written consent. These obligations survive termination of the Service.

8.3        The Corporation maintains a written security program with administrative, technical, and physical safeguards appropriate to Customer Data. This includes encryption in transit and at rest, access controls, logging, and regular review of its vendors.

8.4        The Corporation undergoes a SOC 2 Type II audit each year. On written request (no more than once per year) we will provide the most recent report under confidentiality.

8.5        If the Corporation confirms a Security Incident has occurred, you will be notified within 72 hours of confirmation. You will be provided with the details of the Security Incident and given reasonable details of the Corporation’s investigation and steps taken to contain and/or remediate the situation.  

8.6        You are responsible for securing your accounts, passwords and API credentials, managing User access, and telling the Corporation promptly if you believe credentials have been compromised.

8.7        This section is not a warranty that the Service is free from unauthorized access. The Corporation’s liability for Security Incidents is limited as described in the Limitation of Liability section set out below.

8.8        The Corporation processes Customer Data only to provide the Service. If it processes personal information on your behalf, the parties will enter into a Data Processing Addendum that meets applicable privacy laws.

8.10      The Customer shall keep confidential all Confidential Information disclosed by the Corporation. The Customer will use Confidential Information only to receive the Services and will not disclose it except to its Users and other personnel and contractors who need to know and are bound by confidentiality obligations at least as protective as this section. The Customer may disclose Confidential Information only if required by law, and then only after giving the Corporation prompt notice (if permitted) and cooperating to limit disclosure. On request, the Customer will promptly return or securely destroy Confidential Information (except one archival copy kept solely for legal/compliance purposes, which remains confidential). Unauthorized use or disclosure may cause irreparable harm and the Corporation may seek injunctive relief. This section survives termination for three (3) years, and for trade secrets, as long as they remain trade secrets.

1. LIMITATION OF LIABILITY

9.1        The exclusions of liability in the General Conditions and API Terms continue to apply.

9.2        The Corporation’s total liability for all claims related to the provision of the Service and/or Consulting Services is limited to the Fees you paid to it in the 12 months before the claim arose (or the Fees paid for the specific Consulting Services if the claim relates only to those). This is a single overall limit, not a per-claim limit.

9.3        This limit does not apply to:

• amounts you owe the Corporation,

• the Corporation’s obligations under the Intellectual Property Ownership section, or

• liability that applicable law does not allow the Corporation to limit.

9.4        Liability related to Security Incidents remains under the limit described in Section 9.2.

9.5        Each party must keep the other’s Confidential Information confidential. Liability for breach of that obligation remains subject to the limit described in Section 9.2.

9.6        The Fee reflects how the Corporation has allocated risk, and this section is a fundamental part of this Agreement.

1. QUESTIONS

Questions about the Terms of Service should be sent to info@energypayables.com.