Terms of Service

finvoice.ca (Finvoice) is a service operated by Finvoice, Inc., a Canadian company.

By registering on the website finvoice.ca/, using the Service, or Purchasing a Subscribed Plan, the Client agrees to be bound by the terms set forth in these Terms of Service. These Terms of Service shall be effective as of the Client’s date of first registering on the website, use of the Service or Purchase of a Subscribed Plan. Unless otherwise agreed in writing, these Terms of Service shall apply to any and all access to the website, or use of the Services.

These Terms of Service may be amended from time to time. It is the Client’s responsibility to review these Terms of Service frequently and to remain informed of any changes implemented. Use of the Service after changes to the Terms of Services will constitute the Client’s acceptance of such revised terms.

1. Definitions

In this Agreement, words or phrases beginning with a capital letter shall have the following meanings:

“Account” means the account of the Client after entering into the Agreement, which enables the Client to use the Service.

“Agreement” ​means the agreement constituted by these Terms of Service, the Subscribed Plan, the Privacy Policy and any potential subsequent amendments of those as well as any separate agreement entered into between Finvoice and the Client for the performance of the Service.

“Client” means the individual or legal entity, professional only, with whom Finvoice entered this Agreement and whose name and address appear on the Account. The Client and Finvoice are hereinafter collectively referred to as the “Parties” or individually as a “Party”.

“Content” means any data processed through the Finvoice Solution.

“Documentation” means all documents that may be viewed, printed and/or downloaded free of charge in electronic form from the website finvoice.ca/, including the knowledge base (support.finvoice.ca/), and the blog (finvoice.ca//blog), describing the functionalities of the Service and the Finvoice Solution.

“Finvoice Solution​” means the Finvoice software, as well as any related applications, developed and published by Finvoice.

“External Application Programming Interface​” or “External API​” means an external web service to the Finvoice Solution, being web­apps (API) or the Client’s scripts, to which the Client may send Parsed Content.

“Imported Document” ​means documents uploaded by the Client to the Finvoice Solution with the purpose of processing them and extracting data.

“Parsing Rule(s)​” means the collection of simple instructions, standard or tailored, which tell the Finvoice Solution algorithm what nature and kind of data the Client wants to pull out from the Processed Documents.

“Parsed Content​” means any data, whether personal or not, extracted through the Finvoice Solution on the basis of the Parsing Rule and the Imported Documents.

“Personal Data​” means any information relating to a natural person who is or can be identified, directly or indirectly.

“Processed Documents” means the documents sent by the Client to be processed through the Service.

“Service or Services​” ​means the grant of access to the Finvoice Solution by Finvoice and the use of the Finvoice Solution in SaaS mode by the Client, whether through the website (finvoice.ca/) or through the Finvoice application, under the terms and conditions set out in the Agreement.

“Software” means the programs described in the Services and/or documentation and any associated user interfaces and related technology that Finvoice makes available pursuant to this Agreement.

“Subscribed Plan​” ​means the fee­based plan subscribed by the Client for a fixed monthly or an annual period.

“Suppliers​” ​means Finvoice’s licensors, vendors, and/or third party providers of services.

2. Service ­ description, access and availability

2.1. Description of the Service

Finvoice Solution is a hosted document processing software, which enables the Client to pull Parsed Content from Processed Documents, based on the Parsing Rules defined by the Client. Finvoice Solution provides the Client with the possibility to download or send the Parsed Content to External APIs.

The Service does not include any storage services. The Client has the sole responsibility to ensure that all data contained in the Processed Documents, Content, and Parsed Content are saved.

2.2. Access and Password Protection

An Account will be associated with one or more user IDs and passwords. Each user ID and password may be used by only one individual and may not be shared. The Client bears all liability as to the access and the use of the Account.

Client shall be responsible for protecting and safeguarding any keys (including encryption keys), certificates, passwords, access codes, user IDs, or other login information (collectively, “Passwords”) for the purpose of accessing and using the Services. Client shall not disclose or make available Client’s Passwords other than to Client’s authorized employees and shall use all commercially reasonable efforts to prevent unauthorized access to, or use of the Services, and will notify Finvoice promptly of any such unauthorized use. In no event will Finvoice be liable for any loss of Content or other claims arising out of or in connection with the unauthorized acquisition of a Password.

2.3. Availability and support

The Service is available to the Client 24 hours a day, 7 days a week during the term of the Agreement and within the limits set out in the Agreement. Support for the Services is only available in English, via email (contact@finvoice.ca/). Answers to Frequently Asked Questions (FAQ) and information on common topics may be found at support.finvoice.ca/.

2.4. License Grant for Services

Finvoice grants to Client a non-exclusive, non-transferable license for the term of this Agreement to: (i) access, use, perform, and digitally display the Software as required for use of the Services in the manner set forth in this Agreement or any other related agreement; (ii) use the Services only for Client’s internal business needs; and (iii) Client shall not sublicense, sell, rent, lease, transfer, distribute or otherwise commercially exploit or make the Services available to any third party. Client and all of its users licensed shall be bound by and comply with this Agreement, and Client is solely responsible for the activities of its users and for the accuracy, integrity, legality, reliability, and appropriateness of all Data. Finvoice may change or modify the Services, including adding or removing features and functionality, at any time and will use commercially reasonable efforts to notify Client of such changes.

2.5. Use Restrictions

Client will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Software except to the extent such restriction is expressly prohibited by applicable law; (b) violate, or cause Finvoice or its Suppliers to violate, any law, statute, ordinance or regulation; (c) use the Services to process any defamatory, trade libelous, or otherwise unlawful Data; (d) use the Services to process any obscene, pornographic or indecent Data in violation of applicable law; or (e) propagate any virus, worms, Trojan horses, ransomware or other programming routine intended to damage any system or Content; or (f) permit any party to access the Software or use the Services, other than as expressly authorized under this Agreement; or (g) modify, adapt, alter or translate the Software, except as expressly allowed herein; or (h) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software to any third party. Finvoice may remove Processed Documents, Content, Parsed Content and Accounts containing data that Finvoice considers in its sole discretion as violates the terms of this Section 2.5 or any other terms of this Agreement.

2.6. Transmittal of Content to Finvoice

Client assumes full responsibility to safeguard against unauthorized access and provide appropriate protection of its Content prior to and during the transmission or transfer of its Content to Finvoice.

2.7. Access

Client is solely responsible for obtaining and maintaining all equipment, computers, networks, and communications, including Internet access, required to access and utilize the Services and for all expenses related thereto. Finvoice is not liable for any loss, damage or destruction to any Content, information, property or equipment arising out of or in connection with such access. Client agrees to maintain and update a commercially reasonable anti-virus program within its respective computer systems that are used in connection with the Services. Finvoice will not access or use Client content except as necessary to provide the Services (including support Services) to Client under this Agreement.

2.8. Open Source Software

Certain items of software may be provided to Client with the Software and are subject to “open source” or “free software” licenses (Open Source Software). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of the Sections titled License Grant to Software, Indemnification or Intellectual Property or Warranty. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Finvoice makes such Open Source Software, and Client’s modifications to that Open Source Software, available by written request at the notice address specified below.

3. Pricing, Invoicing and Penalties

3.1. Pricing

Finvoice shall perform the Services at the rates and charges as agreed in a Subscribed Services Agreement or as set forth on our Pricing page, as applicable. Services are charged on a per credit basis. For more information on the parsing credit system, please see the explanation at https://support.finvoice.ca//article/1310-how-does-the-document-credit-system-work. All prices are exclusive of all taxes, levies, or duties imposed.

3.2. Payment and Invoicing

Payments shall be made through Finvoice payment service provider (Stripe Payments Europe Ltd).

Fees for Services are payable in advance on a monthly or annual basis, depending on the Subscribed Plan period. Temporary down time, maintenance outages or temporary discontinuance of the Service (Down Time) during the duration of the Subscribed Plan shall not have the effect of extending the duration of the Agreement or the Service, nor will Finvoice refund a client for a period of Down Time.

Finvoice shall automatically send the Client an email receipt for each payment. In addition, the Client may also download a PDF version of the invoice including the Client’s details in his/her/its Account in the section “Account > Invoices & Billing”.

3.3. Penalties

In the event of lack of payment on the due date, where allowed by law, Client agrees that Finvoice may charge: (i) the entire debt; (ii) a penalty for delay of three times the legal interest rate; and (iii) a lump fee for fees recovery; or the maximum penalty allowed by law.

4. Modification of Service and Pricing

Finvoice reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time.

4.1. Changes in Prices

Prices of Services are subject to change at any time. Notice of pricing changes will be provided by posting the changes on the Pricing page, the Finvoice application or the Service itself. Changes made during the term of a Subscribed Plan shall take place only upon renewal of such plan.

4.2. Changes to Subscribed Plan

For any upgrade or downgrade of a Subscribed Plan, the new price will be applied on the day following the date of the change in the Subscribed Plan. A change to the Subscribed Plan will not change the billing cycle.

5. Automatic Renewal and Termination

5.1. Automatic Renewal

All Subscribed Plans will renew for successive periods of the same duration unless terminated by either Party at least 7 (seven) working days before the last day of the Subscribed Plan period.

5.2. Termination for Changes to Applicable Law or Supplier Termination

Any Subscribed Plan may be terminated immediately by either Party upon written notice to the other Party if: (i) the relationship and/or the transactions contemplated in the Agreement would violate any applicable law; or (ii) if an agreement between Finvoice and a Supplier expires or terminates, resulting in Finvoice’s inability to provide the applicable Services to Client.

5.3. Suspension or Termination of Services by Finvoice

Finvoice may suspend, termination or limit Client’s or any of its user’s use of the Services provided under this Agreement immediately upon written notice to Client, without liability, for any one of following reasons: a) Client fails to pay any fees as and when due pursuant to this Agreement; b) the Services are being used by Client or any of its users in violation of any applicable law, ordinance or regulation; c) the Services are being used by Client or any of its users in manner that does not comply with Section 2.5 “Use Restrictions”; d) the Client’s or any of its user’s use of the Services adversely affects Finvoice’s provision of services to other Clients or poses a security risk to Finvoice’s systems; e) a court or other governmental authority having jurisdiction issues an order prohibiting Finvoice from furnishing the Services to Client, or f) Client fails to comply with Sections 2.2 “Access or Passwords” or 9 “Confidentiality”. During any such suspension, Client shall remain responsible and liable for all fees due for the suspended Services. At its sole discretion, Finvoice may determine whether to suspend, limit or to terminate the Services for cause and without an opportunity to cure by Client.

5.4. Termination by Client

If Client terminates a Subscribed Plan prior to the end of the Subscribed Plan period, pre-paid fees will not be refunded.

5.5. Notice of Termination

Notices of termination from Clients should be sent to contact@finvoice.ca/. Notices of termination from Finvoice will be sent to the email address associated with the Client’s Account.

5.6. Effect of Termination

Upon expiration or termination of this Agreement: (a) all rights and obligations of both Parties, including all licenses granted hereunder, shall immediately terminate. All Content and Parsed Content will be automatically deleted from the Service at the termination date of the Agreement. Content and the Parsed Content cannot be recovered after the termination date of the Agreement. The following provisions shall survive any termination of this Agreement: Section 2, “The Services”; Section 5.6, “Effect of Termination”; Section 3.2, “Prices & Invoicing”; Section 6, “Intellectual Property; Ownership; Data Disclaimer”; Section 8, “Limitation of Liability; Indemnification”; Section 9, “Confidentiality”; Section 12 “General Provisions.”

6. Intellectual Property; Ownership; Data Disclaimer

6.1. Intellectual Property

Finvoice or its Suppliers are the sole and exclusive owner of all right, title, and interest in and to the Software, Products and Services (excluding any open source third-party software), and all copies thereof including all derivations and modifications thereto including, but not limited to, ownership of all intellectual property rights (collectively, “Intellectual Property”). This Agreement does not provide Client with title or ownership of the Intellectual Property, but only a right of limited use. Client agrees to inform Finvoice promptly following discovery of any infringement or other improper action with respect to the Intellectual Property. Client recognizes and acknowledges the exclusive right of Finvoice and/or its Suppliers in and to all intellectual property and proprietary rights in and to Intellectual Property and that such Intellectual Property is the sole and exclusive property of Finvoice and/or its Suppliers. Client waives its right to contest the validity and/or ownership of such Intellectual Property.

6.2. Ownership of Client Data

All rights, title, and interest in Content, Parsed Content and Processed Documents will remain with Client. This Agreement does not provide Finvoice with title or ownership of the Content, Parsed Content or Processed Documents, but only a right of limited use as necessary to perform the Services.

6.3. Data Disclaimer

CLIENT EXPRESSLY AGREES THAT Finvoice DOES NOT CREATE, OPERATE OR CONTROL ANY DATA, INFORMATION, OR THIRD-PARTY PRODUCTS USED IN CONJUNCTION WITH THE SERVICES PROVIDED HEREUNDER.

7. Warranties

7.1. Finvoice Warranty

Finvoice warrants that it will provide the Services using reasonable care and skill in accordance with professional industry standards. This warranty is limited and shall not apply to any Services where the failure of the Services to satisfy this warranty results from improper use by Client of the Services or from Client’s decision not to implement any reasonable practices to which the Services apply that may be recommended by Finvoice. In the event of Finvoice’s breach of the foregoing warranty, Client’s exclusive remedy and Finvoice’s sole liability will be the re-performance of the applicable Service, at no charge to Client.

The Service is provided on an “as is” basis and “as available” basis. The use of the Service is provided at the Client’s sole risk. The Client understands that the technical processing and transmission of the Service, including the Processed Documents, the Content and the Parsed Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Finvoice does not warrant that: (i) the Service will meet the specific requirements of the Client, (ii) the Service will be uninterrupted, timely, secure, or error­free; (iii) the results that may be obtained from the use of the Service will be accurate or reliable; (iv) the quality of any information, or other material obtained by the Client through the Service will meet the Client’s expectations; or (v) any errors in the Service will be corrected.

The Content and the Parsed Content is kept by Finvoice for a maximum period of 30 calendar days for the performance of the Service. Client is responsible for ensuring storage of its data, including the Processed Documents, Content and Parsed Content. Finvoice shall not be held responsible for any loss of Processed Documents, Content and Parsed Content.

7.2 Suppliers

Finvoice uses Suppliers to provide a variety of services including, hardware, software, networking, billing, storage, and related technology. Finvoice may offer tools to facilitate connection between the Client and Suppliers, such as external APIs. Such tools are provided solely as a convenience. The Client uses these tools at its own risk, and Finvoice shall not be liable as to the transfer, the download or any use of the Processed Documents, Content, Parsed Content to or through an External API, or other tool. Clients may be required to separate agreements with Suppliers in order to use certain tools or external APIs.

8. Limitation of Liability; Indemnification

8.1. Maximum Liability for the Services

Finvoice’s maximum aggregate liability arising out of or in connection with this Agreement regardless of the cause of action and whether arising in contract, tort (including negligence), warranty, indemnity, or any other legal theory shall be limited to the Fees paid by Client in the six (6) months immediately preceding any claim.

8.2. No Consequential Damages

In no event will Finvoice or Finvoice’s Suppliers be liable for any indirect, incidental, consequential, special, punitive, exemplary or similar such losses or damages arising out of or in connection with this Agreement including any loss of profits, interruption of business, or the loss of or cost of recreating any data, however caused, under any theory of liability (whether in contract, tort, warranty, or otherwise), even if Finvoice or Finvoice’s Suppliers were advised of, knew of or should have known of the possibility of such loss or damage and regardless of whether any remedy set forth herein fails of its essential purpose.

8.3. Client Indemnification

Client shall indemnify, defend, and hold harmless Finvoice and its Suppliers, affiliates, subsidiaries, officers, directors and employees from and against any and all third-party claims or demands and all liabilities arising out of or in connection therewith arising out of or in connection with allegations that the Data infringes any intellectual property right of any third party or violates any applicable law. Finvoice shall provide Client prompt written notice of any such claim or demand and Client shall have sole control of the defense and all related settlement negotiations. Finvoice shall provide any necessary assistance, information and authority and Client will reimburse Client for any reasonable, documented, out-of-pocket expenses incurred by Finvoice in providing such assistance. Finvoice shall have the right to participate, at its own expense, in the claim or suit. This paragraph shall survive the expiration or termination of this Agreement.

8.4. Construction

This Section 8 “Limitation of Liability; Indemnification” is not intended to and will not be construed as excluding or limiting any liability contrary to applicable law or public policy, including but not limited to, liability for death or bodily injury. If applicable law or public policy renders any portion of this Section 8 unenforceable or invalid, the remainder of the Section will remain in full force and effect.

9. Confidentiality

“Confidential Information” means any proprietary, confidential, or trade secret information disclosed in writing and marked as “confidential” by a Party to the other Party required for the Receiving Party to carry out its obligations under this Agreement. The Parties hereby stipulate that information regarding Finvoice’s processes and procedures constitute Confidential Information. Confidential Information excludes information that was previously known to the receiving Party free of any obligation to keep it confidential, is subsequently made public by the disclosing Party, or is disclosed by a third party having a legal right to make such disclosure. Confidential Information shall be used only for the purposes expressly authorized at the time it is disclosed to the receiving Party by the disclosing Party and shall not be intentionally disclosed to third parties without the disclosing Party’s written consent. Neither Party shall obtain any rights in or to the Confidential Information of the other Party. Each Party shall implement and maintain reasonable safeguards designed to protect the other Party’s Confidential Information.

10. Data Protection

Finvoice shall implement and maintain appropriate administrative, physical and technical safeguards designed to protect Data against loss, damage or disclosure. Finvoice will execute and comply with a Data Processor Agreement as may be required under European Union’s General Data Protection Regulation. Full details regarding Finvoice’s commitment to protect Client’s data may be found in our Privacy Policy and Security Agreement.

11. Force Majeure

Any failure or delay by either Party in the performance of its obligations under this Agreement shall not be deemed a default or grounds for liability or termination hereunder if such failure or delay is caused by an event beyond the affected Party’s reasonable control, or by acts of God, governmental actions, labor unrest, acts of terrorism or war, unusually severe weather, riots, or fire (Force Majeure Event). Upon the occurrence of a Force Majeure Event, the affected Party shall be excused from any further performance of its obligations pursuant to this Agreement affected by the Force Majeure Event for as long as such Force Majeure Event continues. The affected Party shall promptly notify the other Party in writing of the occurrence of a Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. If a Party’s inability to perform under the Agreement due to a Force Majeure Event persists for a period of sixty (60) days following the Force Majeure Event, the other Party may terminate only the portion of the Agreement or applicable Schedule(s) directly affected by the Force Majeure Event. Notwithstanding any provision to the contrary, a Force Majeure Event shall not excuse payment obligations under this Agreement.

12. General Provisions

12.1. Notices

All notices relating to this Agreement shall be in writing and shall be delivered by email to contact@finvoice.ca/.

12.2. Relationship with Third Parties

No client, end user or other person or entity not a Party to this Agreement shall be considered a third-party beneficiary of this Agreement.

12.3. Severability

If applicable law or public policy renders any portion of this Agreement unenforceable or invalid, the remainder of the Agreement shall remain in full force and effect.

12.4. Choice of Law; Waiver of Jury Trial

This Agreement and any action related thereto will be governed by and interpreted in accordance with the law of the State of Minnesota, USA without giving effect to its conflicts of laws principles. Client hereby consents to the personal jurisdiction and venue in the state and federal courts in the State of Minnesota, USA for any lawsuit filed under this Agreement or for any other proceeding arising from or related to this Agreement. The Parties expressly waive any right to a jury trial regarding disputes related to this Agreement.

12.5. Assignment

Finvoice reserves the right to assign, subcontract, transfer and / or provide all or part of the rights and obligations subject of the Agreement to a third party without the consent of the other Party.

12.6. Cumulative Remedies

Unless expressly stated otherwise in this Agreement, all rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the Parties, whether provided by law, equity, statute, in any other agreement between the Parties or otherwise.

12.7. Equitable Relief

Nothing in this Agreement will limit either Party’s ability to seek equitable relief.

12.8. Waiver

Each Party agrees that the failure of the other Party at any time to require performance by such Party of any of the provisions herein shall not operate as a waiver of the rights of such Party to request strict performance of the same or like provisions, or any other provisions hereof, at a later time.