Bill.com Supplemental Terms of Service for Canadian Users

Effective Date: March 11, 2022

This Supplemental Terms of Service (“Canadian Supplement”) applies to You if You are: (a) creating a Bill.com account for the purpose of receiving business payments in Canada (“Canadian Bill.com Account”) and (b) an Individual residing in Canada or a corporation, partnership, or other Organization organized under the laws of Canada. This Supplement, which is incorporated into Bill.com’s General Terms of Service (“Terms”), and together with the applicable documents and policies incorporated into those Terms and all applicable Service schedules or Riders referenced herein, constitute the Agreement between You and Bill.com, LLC and Bill.com Canada LLC (“Bill.com Canada”), collectively and individually according to context (“Bill.com”), and governs Your use of Bill.com’s Service, whether such Services are provided by Bill.com, LLC or Bill.com Canada, LLC as applicable. In the event of any conflict between this Canadian Supplement and the Terms, this Supplement will govern.

You understand and agree that: (a) the Bill.com Service is intended for business payments or payments by business entities; and (b) unless and until You complete Our onboarding process, including providing all required information related to You/Your Organization, You will not be able to perform a transaction and We may suspend or deactivate Your account at Our sole discretion.

To comply with applicable laws, Bill.com is required during Our onboarding process to collect Your Organization’s: (a) accurate beneficial ownership information; and (b) a verification document to confirm the beneficial ownership information that You provided. You confirm and verify the accuracy of all information that You provide, including but not limited to Your Organization’s beneficial ownership information, and all documentation related to that information.

Capitalized terms not defined in this Canadian Supplement have the meaning given to them in Bill.com’s Terms.

For the purposes of this Canadian Supplement, Schedule 2 as set forth below replaces Schedule 2 (Accounts Receivable Service) of the Terms. Schedules 1 (Bill Payment Service) and 3 (Console Service) of the Terms do not apply and do not constitute a part of the Agreement with Bill.com customers bound by this Canadian Supplement.

1.         Privacy

By enrolling in or using the Service, You acknowledge and consent to Our Canadian Privacy Notice, which governs Our collection, use, sharing, and protection of Your information.

2.         Restrictions on Use

No Canadian Sanctions. You represent and warrant that: (a) You are not any person or entity listed or designated in any economic sanctions laws, regulations, orders, embargos or restrictive measures administered, enacted or enforced by the Canadian Government, including Global Affairs Canada and Public Safety Canada (and any successors thereto), any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Criminal Code (Canada), the Freezing of Assets of Corrupt Foreign Officials Act (Canada), the Foreign Extraterritorial Measures Act (Canada), or the Justice for Victims of Corrupt Foreign Officials Act - Sergei Magnitsky Law (Canada); and (b) You are not an affiliate of any such person listed in any of the above or any person acting on behalf of a person referred to in the foregoing. You are prohibited from attempting to directly or indirectly send payments to Cuba which is a sanctioned country, person, group or entity under U.S. law.

Personal Health Information. You agree that You will not send or transmit any personal health information to Bill.com or otherwise in any manner through the Service. You are solely responsible for ensuring that Your use of the Service complies with all applicable laws and regulations. If We become aware that You have sent or transmitted personal health information in any manner through the Service, We may delete the personal health information without notice to You and without Bill.com incurring any liability to You. You agree to pay any costs or fees associated with that deletion.

3.         Anti-Money Laundering and Know Your Customer Requirements

Canadian money services business. In accordance with Our regulatory requirements as a Canadian money services business, in order to help fight the funding of terrorism and money laundering activities, We are required to obtain, verify, and record information that identifies every customer. Our requirements for collection and verification of Your information and Our rights with regard to review of accounts and payments and reports are set out in the Anti-Money Laundering and Know Your Customer Requirements Section of Our Terms, which are incorporated herein.

4.         Fees and Payment Terms

Currency Conversion Fee. When You receive or withdraw a payment that is not in Canadian currency (“Foreign Currency”), We convert that Foreign Currency to Canadian dollars using an exchange rate We determine in Our sole discretion. Exchange rates could vary from time to time due to market fluctuations and are determined at the time Your Customer makes a payment in a Foreign Currency or at the time You withdraw the payment from Your Bill.com Account. You agree that Bill.com is not responsible and will not be liable to You for any loss suffered by You due to any such rate fluctuations. We do not charge a fee for Foreign Currency conversion, but We and Our third-party service providers include a margin on foreign exchange, which is an indirect cost to You. A margin is the difference between the wholesale exchange rate and the actual exchange rate used to convert the Foreign Currency to Canadian dollars.

Balance. The funds that You see in Your Bill.com Account (“Balance”) represent a general liability of Us to You and the Balance does not in any way connect to or constitute a savings or checking account. We are not a bank and any funds in the Balance will not bear any interest. This Balance is not insured by the Canada Deposit Insurance Corporation or by any other provincial insurer of deposits and is subject to normal risks. You acknowledge that all funds loaded into Your Balance will be held by Us in a segregated custodian bank account at Our banking provider (the “Pooled Account”). The Pooled Account will include all funds of all users of the Pooled Account and Your identity and Your share of the funds in the Pooled Account (as represented by Your Balance) will be maintained in Our records.

Inactive Accounts. If Your Bill.com account becomes inactive because (a) You have not provided all required information during the onboarding process, (b) You do not process a payment for an extended period of time, or (c) because You have not linked a valid bank account, You may have a balance that is deemed “unclaimed” or “abandoned” under applicable law. Bill.com may transfer any such "unclaimed" or "abandoned" funds in Your Bill.com account as required or permitted by applicable law. To the extent permitted by law, Bill.com may deduct a dormancy fee from any funds transferred under this paragraph.

5.         Agreement to Arbitrate

Agreement to Arbitrate. Our requirements for arbitration are set out in Our Terms and incorporated herein except as modified by the paragraphs set out in this Section 5 of this Canadian Supplement.

Procedures. Any arbitration between You and Bill.com for an Demand related to Your Canadian Bill.com Account will governed by the Canadian Arbitration Rules (collectively, “ICDR Canada Rules”) of the International Centre for Dispute Resolution Canada (“ICDR Canada”) as modified by this Agreement, and will be administered by the ICDR Canada. The ICDR Canada Rules and filing forms are available online at www.icdr.org/icdrcanada.

Fees. If You commence arbitration in accordance with this Agreement, the payment of fees related to the arbitration will be decided by the ICDR Canada Rules. If Your claim is less than ten thousand dollars ($10,000.00), Bill.com will reimburse You for the payment of the filing fee. However, if the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose, You agree to reimburse Bill.com for any fees paid on Your behalf that would otherwise be Your obligation under the ICDR Canada Rules.

Location. The arbitration will be seated in Toronto, Ontario. Any claim for twenty five thousand dollars ($25,000.00) or less shall be determined in accordance with the International Expedited Procedures of the ICDR.

Severability. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement. If this Agreement to Arbitrate is found to be, in whole or in part, invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, and, where this Section 5 cannot be enforced, You agree that the exclusive jurisdiction and venue described in Section 6 will govern any action arising out of or related to this Agreement.

6.         Governing Law; Choice of Forum

This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and Bill.com, will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the courts of the Province of Ontario which shall have exclusive jurisdiction to hear any such proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any matters arising out of this Agreement.

SCHEDULE 2
Accounts Receivable Service

This Schedule 2 sets forth additional Terms that apply to Your access features and functionalities of the accounts receivable service (“Accounts Receivable Service”) of the Service. For the avoidance of doubt, this Schedule 2 found in this Canadian Supplement replaces the Schedule 2 found in the general Terms of Service.

1.         Using the Accounts Receivable Service

Using the Accounts Receivable Service. The “Accounts Receivable Service” is a set of services, features and functionalities of the Service that enable You to receive payments from Customers through the Service. 

Payment Accounts. To use the Accounts Receivable Service, You must associate a Payment Account with Your Bill.com account. When You enter Payment Account information for purposes of the Accounts Receivable Service, You represent and warrant:

  • You have authority to provide and disclose the Payment Account information to Bill.com;

  • You have authority to and do authorize the initiation of pre-authorized debit or credit entries, as applicable, to the Payment Account in accordance with payments from your Customers and use of the Service, and, as necessary, the initiation of adjustments or reversals as provided under this Agreement, or applicable law, rules or regulations; and

  • Each payment that You receive through the Service complies with this Agreement and applicable law, regulations and rules.

Agent of the Payee; Receipt of Funds. When You use Our Accounts Receivable Service, You appoint Bill.com to act as Your agent for the limited purpose of receiving funds from Your Customer. Receipt of funds from Your Customer by Bill.com will be deemed to be receipt of funds by You, and will satisfy any payment obligations of Your Customer even if payment is not received by You.

Rights We Reserve. Bill.com reserves the right to refuse to process a payment from a Customer for any reason, including any reason related to the Customer’s financial condition and creditworthiness, in Bill.com’s sole discretion. Bill.com may contact, in its sole discretion, for any reason, a Customer regarding any payments made, or to be made, by the Customer through the Accounts Receivable Service. 

2.         Customer Set Up and Management

To use the Accounts Receivable Service, You may be required to provide accurate and current information about Your Customers. You agree to provide any information or documentation requested by Bill.com, including to verify the identity of the Customer or its payment information. When using the Accounts Receivable Service, You represent and warrant to Bill.com that:

  • The information You provide for a Customer is complete and accurately identifies the Customer. 

  • All of the invoices that You create or upload to the Service are issued pursuant to a contractual relationship with the Customer and/or for goods or services provided to the Customer. 

  • Each payment transaction initiated by Your Customer complies with the terms of Your contract or arrangement with the Customer, and with applicable law, regulations and rules.

  • Your Customer agrees, or You have the authority to agree on behalf of the Customer, to be subject to and comply with this Agreement, and all applicable laws, rules and regulations.

3.         Customer Authorization

Customer Consents and Authorizations. By providing, entering, connecting, or uploading Customer information to the Service, You represent and warrant that You have obtained all required authorizations or consents from the Customer to share the Customer’s information. You are solely responsible for verifying the accuracy of Customer information provided by You in connection with Your Bill.com account or use of the Service. Bill.com will have no liability for losses or damages resulting from the accuracy or inaccuracy of a Customer’s information, or Your or Your Customer’s actions or inactions.

4.         Invoice Creation and Management

You may create invoices through the Service, or import invoices from Your accounting software if the import is supported by Bill.com. You may use the Accounts Receivable Service to send and track Your invoices, and to send reminders related to Your invoices. By using these features of the Accounts Receivable Service, You represent and warrant that You have all rights and consents necessary to send invoices and reminders to Customers in accordance with any governing agreements and applicable law. Bill.com is not responsible for any invoices or reminders that You send using the Service, including those that are misdirected or not received.

Rider for Sole Proprietors and Individuals
Residing in Quebec, Canada

The following provisions are incorporated into our Canadian Supplement and modify Our Agreement with You if You are a sole proprietor or individual residing in Quebec, Canada.

1.         Service Fees

The Service Fees referred to in Section 10 that apply to You are as follows:

  • For withdrawals from Your accounts in USD - $19.99 per withdrawal will be deducted from the withdrawal amount.

  • For withdrawals from Your USD account in CAD - exchange rate will apply.

  • For withdrawals for CAD invoices from Your CAD account - no charge.

2.         Arbitration

The provisions of this Agreement requiring arbitration in Section 16 or the Terms and Section 5 of the Canadian Supplement will not apply to Our Agreement with You.

3.         Limitations of Liability

Section 14 of the Terms will not apply to Our Agreement with You.

4.         Governing Law; Choice of Forum

With respect to Our Agreement with You, Section 6 of the Canadian Supplement is modified as follows:

Governing Law; Choice of Forum.

This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and Bill.com, will be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to its conflicts of law provisions. We agree that legal actions or proceedings between You and Us will be brought in the judicial district in which such You reside. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any matters arising out of this Agreement.

5.         Amendments

With respect to Our Agreement with You, Section 19 of the Terms is modified to provide as follows:

Updates and Changes to Your Agreement.

Bill.com reserves the right to modify or change the terms of Our Agreement (including adding and deleting terms) with You as well as its policies relating to the Canadian Supplement, at any time, in Our sole discretion. Bill.com will post material changes on Our Website, and will notify You 30 days prior to the effective date of any material change to Your Agreement, unless We are required by law or regulation to make a more immediate change and in that case we will notify You as soon as commercially reasonable. This includes changes to the Service Fees applicable to You and any material changes to the Canadian Supplement or material changes to the general Terms including Sections 1-13, 15 and 18 of the Terms. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or (ii) You fail to notify Us in writing within 30 days after the effective date that You wish to terminate the Agreement.

6.         English Language

You and We agree that the Agreement between us will be in English and, with regard to conflicts, an English version of this Agreement will prevail over a translated version.

7.         Prevailing Over

The provisions of this Rider will prevail over any conflict between this Rider and the Terms or the Canadian Supplement.