Last updated September 26, 2024.
These Niural Pay Additional Terms supplement the Niural Customer Terms of Service Agreement, available at https://www.niural.com/legal, and are hereby incorporated into the Niural Customer Terms of Service Agreement by reference. Capitalized terms used but not otherwise defined in these Niural Pay Additional Terms will have the meanings set forth in the Niural Customer Terms of Service Agreement. These Niural Pay Additional Terms set forth the additional terms and conditions under which Niural will provide to Customer certain Niural Pay services (“Niural Pay Service”, as further described below). All terms of the Niural Customer Terms of Service Agreement, including all disclaimers, limitations of liability, agreements and indemnities, apply to these Niural Pay Additional Terms. If you, as an individual, accept or agree to these Niural Pay Additional Terms on behalf of an entity or other organization, you represent and warrant that you have the authority to bind the entity or organization to these Niural Pay Additional Terms, and, in such event, all references to “you”, “your” and “Customer” in these Niural Pay Additional Terms will refer to such entity or organization.
Certain services offered as part of the Niural Pay Service may be regulated money transmission, payment services, or similar services within the meaning of laws that apply to those services (“Payment Services”). To the extent that we provide and you use any Payment Services in the United States, those services are provided to you by a third-party partner of Niural Inc., and not by Niural Inc. To the extent you use any Payment Services in a non-U.S. country, those services are provided to you by the licensed payment services entity in that country or by a third-party partner.
This Agreement includes and You are consenting to:
PLEASE REVIEW THESE NIURAL PAY ADDITIONAL TERMS CAREFULLY. BY ACCEPTING THESE NIURAL PAY ADDITIONAL TERMS OR USING THE NIURAL PAY SERVICE, YOU AGREE TO THE NIURAL CUSTOMER TERMS OF SERVICE AGREEMENT, INCLUDING THESE NIURAL PAY ADDITIONAL TERMS, WITH NIURAL. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE NIURAL PAY SERVICE. ALL SERVICES HEREUNDER, INCLUDING THE NIURAL PAY SERVICE AND ANY PAYMENT SERVICES, ARE INTENDED FOR COMMERCIAL USE ONLY AND MAY NOT BE USED FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES.
In order to access the Niural Pay Service, you must open an account (an “Account”) with us and provide all information and documentation requested by Niural in connection with your Account setup. You agree to provide only accurate and complete information to Niural. To the extent any information that you provide to Niural is incorrect or incomplete, you agree that Customer is solely responsible for any claims, penalties, interest, or other financial harm that results from such incorrect or incomplete information.
You represent and warrant that: (i) the individual accepting these Niural Pay Additional Terms is of legal age to form a binding contract; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Niural Pay Additional Terms on behalf of a company or legal entity, you have the authority to bind that company or legal entity to these Niural Pay Additional Terms; and (v) you (a) are not located in a country subject to U.S. Government sanctions or embargoes and are not a person, group, or entity that has been designated by the U.S. Government as a Specially Designated National (SDN) or “terrorist supporting” country; (b) are not listed on any U.S. Government list of prohibited or restricted parties; and (c) will not attempt to use the Niural Pay Service directly or indirectly to send money to a sanctioned country, person, group or entity. You take full responsibility for the selection, use of and access to the Niural Pay Service.
To use the Niural Pay Service, you must provide us with access to a depository account which is linked to or otherwise associated with the Niural Pay Service or from which payments are made using the Niural Pay Service (“Bank Account”). Any Bank Account that you provide for use with the Niural Pay Service must be an account that is used solely for business or commercial purposes and is not used for any personal, family, or household purposes. By providing an account as a Bank Account, you are representing to us that the Bank Account is solely used for business or commercial purposes. You further represent that you may authorize transactions from such Bank Account without the consent or approval of any other person or entity. Your access to and use of the Niural Pay Service is conditioned on compliance with this provision, and you agree that we will not have any liability for any reason if you are not in compliance with this provision. The Niural Pay Service is solely for business or commercial payments from a business purpose Bank Account.
You represent and warrant that your Bank Account is a deposit account enabled for ACH debits, to make payments in accordance with the Niural Pay Service. You agree to reimburse us for any and all penalties and fees incurred by us if your Bank Account is not properly configured.
You agree at all times to maintain sufficient funds in your Bank Account to satisfy all obligations to us in connection with your Bank Account or your use of the Niural Pay Service, including returns, reversals, and associated fees, and to add funds immediately if we notify you that your funds are insufficient.
The Niural Pay Service is intended to provide you with the ability to initiate funds transfers from your designated Bank Account to a recipient third party (“Vendor”) in payment of a bill or invoice from such Vendor., receive payments from third parties (Your “Customers”), and manage (on Your own behalf or on behalf of third parties who authorize You to do so) accounts payable and accounts receivable electronically.
Niural’s banking partners (each, a “Bank”) provide certain depository and money transmission services in connection with the Niural Pay Service. Any funds that you transmit using the Niural Pay Service as a payment method will be transferred to one or more pooled deposit accounts at one or more Banks or held in accounts as permissible investments as defined by the applicable local regulator (collectively, the “Pooled Account”) until such time as those payments are paid pursuant to these Niural Pay Additional Terms, and you agree that no interest or any other type of income or gain will be paid to you on these amounts. Each account comprising the Pooled Account may be (i) held by or titled in the name of Bank for the benefit of you and other Niural Pay Service customers, or (ii) in the name of Niural itself and/or in the name of a Niural subsidiary located in the country or region in which you fund transactions. Funds held on your behalf in the Pooled Account may be commingled with funds of other Niural customers, but Niural will maintain records in good faith in the ordinary course of business reflecting your interest in the Pooled Account. The Pooled Account may be eligible for FDIC or similar insurance, but we do not guarantee that your funds are insured. To the extent Customer funds or directs Niural to make Niural Pay Service-related payouts in multiple countries, Customer acknowledges that there may be multiple Pooled Accounts corresponding to those countries or regions and that Niural may rely on authorized partners or vendors to deliver payments to their final destinations.
When using the Niural Pay Service, you will have the ability to schedule and approve payments of bills and invoices, which are sent to us in connection with such approval. Approval must be made by an Authorized User logged into the Niural platform (the “Niural Platform”) on a Business Day, and prior to the established cut-off time for such Business Day (the “Cut-Off Time”) to be treated as being made that day. “Business Day” means any day other than a Saturday, Sunday, federal holiday, or other day on which we, Bank or any other financial institutions facilitating the funds transfers is authorized or required to be closed. Any approvals that are made on a day other than a Business Day, or after the Cut-Off Time for such Business Day, will be treated as if made the following Business Day. If ACH is selected as the funding method, we will arrange for Bank to transfer the total amount of each approved payment from the designated Bank Account to the Pooled Account on the later of (i) the date you schedule for payment through the Niural Platform, and (ii) the Business Day immediately following the Business Day in which the payment is approved. If wire transfer is selected as the funding method, Niural will provide wire transfer instructions to you, and you will be solely responsible for following any such wire transfer instructions. Niural will not have any responsibility or liability related to any Claim, consequence, liability, incorrect or misdirected payment, or error that results from your failure to follow the wire transfer instructions that Niural provides to you.
After funds are deposited in the Pooled Account, we will then arrange for Bank to transfer an amount equal to each approved payment from the Pooled Account to the designated Vendor by ACH, wire, check, or other available payment method, consistent with the instructions you provide in the Niural Platform and subject to these Niural Pay Additional Terms. For your convenience, we will provide you with an estimated payment arrival date based on the payment method you select in the Niural Platform. This date is an estimate only and we do not guarantee that a payment to a Vendor will be made within any specific time frame. Niural will not have any responsibility or liability if a payment scheduled through the Niural Pay Service is not made to a Vendor on or before any specific date. You agree that you are solely responsible for scheduling payments and selecting an appropriate date for funds to be transferred from your Bank Account to fund payments to your Vendors. Notwithstanding any other term in these Niural Pay Additional Terms, we may in our sole discretion choose to impose limits on the amount or frequency of payments, delay or cancel any payment, or suspend your ability to make payments using the Niural Pay Service.
To use the Accounts Receivable Service, You must associate a Payment Account with Your Niural account. When You enter Payment Account information for purposes of the Accounts Receivable Service, You represent and warrant:
Access to certain features of the Niural Pay Service (including certain payment types or payments made on an expedited basis) may require you to pay certain fees such as transaction fees, payment processing fees, and other special services fees (together, “Service Fee”). Service Fees are separate from any subscription fees and taxes applicable to your access to the Niural Platform and/or Niural Pay Service. Any Service Fees applicable to a payment you initiate will be listed before you approve the payment and are due when you initiate the payment to which the fees relate. You authorize Niural to automatically debit Service Fees from either your Bank Account or your designated bank account for subscription fees. Niural reserves the right to change the Service Fees from time to time, in its sole discretion. If a Service Fee is not acceptable, your sole and exclusive remedy will be to stop using the Niural Pay Service and/or your Account, as applicable. By continuing to use the Niural Pay Service, you accept all Service Fees. All Service Fees are non-refundable, except in Niural’s sole discretion.
In addition to Service Fees, where Customer instructs Niural to make payments on Customer’s behalf in an eligible currency that is different from the currency provided through the Customer’s Bank Account, funding debits will be calculated and currency will be exchanged using foreign exchange rates. These rates consist of currency conversion rates available to Niural through its service providers at or near the time of exchange and may include, where permissible by law, a currency conversion fee. You understand that the actual foreign exchange rate applicable to your transaction may vary from the estimated rate displayed to you when you request or approve the payment of a bill or invoice, and you agree to be bound by the foreign exchange rate applicable at the time of the funding debit. Niural will not have any responsibility or liability to you for any loss you incur due to any foreign exchange rate fluctuations. Additionally, we reserve the right to select and change, in our sole discretion and at any time, the eligible countries to which or the eligible currencies in which you may request payments to be made.
You also agree to reimburse Niural immediately on demand for costs or losses we incur due to returned payments made pursuant to instructions submitted by you, or for your misuse of the Niural Pay Service.
Through your access to the Niural Platform, you will have control over the Niural Pay Service, including, without limitation, the ability to approve bills and invoices for payment, send electronic copies of all such bills and invoices to us, and designate Bank Accounts and payment dates for each payment.
For each payment, the Niural Platform will provide status updates, including whether such payment has been paid, is overdue, or has failed to be paid. Status updates may be delayed depending on payment method, and may not reflect the exact status where such information is not available, or not yet available to us.
When you use the Niural Pay Service, you are responsible for the payment amount and agree to fund the payment. To fund the payment by ACH, you authorize us to process a debit from your Bank Account, or to charge your Bank Account, as applicable, in the full amount of each payment you have requested or authorized. If a debit from, or charge to, your Bank Account to fund a proposed payment made by you through the Niural Pay Service is rejected or returned for any reason, you understand and agree that you continue to be responsible for funding the payment amount and agree to promptly pay the amount of the returned debit or charge directly to us. You agree that we may resubmit a returned or rejected debit or charge in our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding debit. You acknowledge that your failure to fund a payment amount (by any applicable payment method including ACH or wire transfer) prevents Niural from paying the bill or invoice and that Niural is not liable for any resulting fees, charges, or other penalties.
You acknowledge and agree that payments sent with the Niural Pay Service may be returned for many reasons, for example, due to invalid information being provided, the inability to communicate with a Vendor, or a Vendor invoice previously paid in full. We are not responsible for any returned payments for any reason. If a payment is returned, you authorize Niural to credit the amount of the payment to your Bank Account, less any Service Fees or other amounts owed by you to us. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the returned payment.
Additionally, due to circumstances not directly within our control, such as delays in handling and posting payments by other financial institutions or Vendors, Vendors’ inability to accept a form of payment, or other delays in the payment clearing process, some transactions may take longer to be credited to a Vendor account to which you have made a payment. You agree that we are not responsible for any delays in payment for any reason.
You are prohibited from using the Niural Pay Service:
You agree that you will not use the Niural Pay Service to make payments for any personal, family, or household purpose and will only use the Niural Pay Service for commercial or business purposes. You acknowledge and agree that we have no obligation to monitor your use of the Niural Pay Service for transactions and activity that are impermissible or prohibited under these Niural Pay Additional Terms; provided, however, that we reserve the right to decline to execute any transaction or activity that we believe violates these Niural Pay Additional Terms or the Niural Customer Terms of Service Agreement.
We reserve the right to limit or cap or to refuse to make any payment transaction requested or initiated through the Niural Pay Service without incurring any liability to you that Niural believes: (i) may violate the Niural Customer Terms of Service Agreement or other agreement you have with Niural (if any); (b) is unauthorized, fraudulent or illegal; or (c) exposes, or is likely to expose, Niural, you or others to unacceptable risk. We reserve the right to suspend or cancel any payments requested or initiated by you or a Payer, including if your Account is not in good standing. In the event that we suspend or cancel your payment, we will credit or refund to your Bank Account any amount received by us to fund the payment, and you authorize us to withhold and collect from any such credit or refund any Service Fees or other amounts owed by you to us.
In case of errors or questions about any transactions using the Niural Pay Service, you must notify us promptly. Your notice to us must include your name, your Account number, why you believe it is an error or why you need more information, and the dollar amount of any suspected error. If we do not receive appropriate notice from you regarding an error within sixty (60) days of such error being reflected in any transaction summary or other information provided to you in the Niural Platform, then we will have no obligation to address the error.
Niural is not an intermediary, advisor, agent or third party to Customers with regard to any service, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, Customer disputes and or content posted to the Platform by Customers. The Customer (referred to as "You") will defend Niural and its affiliates against third-party claims related to violations of the Agreement or User Terms, indemnifying Niural for associated costs. Niural will promptly notify the Customer of any claims, granting the Customer the right to assume exclusive defense.
Niural agrees to indemnify the Customer against third-party claims alleging infringement of intellectual property rights by the Niural Services. The Customer must promptly inform Niural of such claims, allowing Niural sole control for defense and settlement. Niural may, if necessary, procure a license, modify the infringing component, or terminate the Customer's right to use it, providing a prorated refund. This section defines Niural's responsibility and the Customer's exclusive remedy for intellectual property infringement under the Agreement.
YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 8 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF NIURAL WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. NIURAL HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE NIURAL SERVICES PROVIDED FOR IN THIS AGREEMENT.
EXCEPT WITH RESPECT TO NIURAL’S IP INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES SHALL NIURAL, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE NIURAL SERVICES OR ANY FAILURE OR DELAY IN DELIVERING THE NIURAL SERVICES, EVEN IF NIURAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NIURAL, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DIRECT DAMAGES, IN THE AGGREGATE, EXCEEDING THE AMOUNT OF FEES PAID TO NIURAL HEREUNDER IN THE EIGHTEEN (18) MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF Niural HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES, PROVINCES AND OTHER TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
If you breach any of these Niural Pay Additional Terms, we have the right to suspend, disable or terminate your Account or terminate your use of the Niural Pay Service, at our sole discretion and without prior notice to you. We reserve the right to revoke your access to and use of any portion of the Niural Pay Service at any time, with or without cause. In the event we terminate your Account or your use of the Niural Pay Service, you will remain liable for any and all amounts due hereunder.
If any part of these Niural Pay Additional Terms is found to be invalid, such part will be enforced as nearly as possible in accordance with the intention of the parties, and the remainder of these Niural Pay Additional Terms will remain in full force and effect (except as noted in the “Arbitration” section in the Niural Customer Terms of Service Agreement).
Nothing contained in these Niural Pay Additional Terms shall be construed as constituting or creating a partnership, joint venture, agency, or other association or relationship between you and us. To the extent that either party undertakes or performs any duty for itself or for the other party as required by these Niural Pay Additional Terms, the party shall be construed to be acting as an independent contractor and not as a partner, joint venturer, or agent for the other party.
SCHEDULE 1
This Schedule 1 sets forth additional Terms that apply to all uses of the accounts payable services, features and functionalities (“Accounts Payable Service e”) of the Service. This Schedule is supplemental to and incorporated into the Agreement that governs the Service. All capitalized terms used but not defined herein have the meanings given to them in the Terms.
Each payment that You request through the Service complies with this Agreement and applicable law, regulations and rules.
To use the Accounts Payable Services, you will be required to provide certain information about your Vendors. Vendors may establish profiles within the Niural Platform vendor portal, which Niural may make available to your Vendors in its sole discretion (“Vendor Portal”). For each Vendor, you agree to provide and maintain correct and current information and acknowledge that Niural is not responsible for verifying the accuracy of Vendor information you and/or the Vendor provide and will have no liability for losses or damages resulting from any inaccurate or incomplete information. By providing or otherwise entering any Vendor information into the Niural Platform, you represent and warrant that you have obtained all necessary authorizations and consents from the Vendor to share such information and agree that you will maintain such information in compliance with applicable law. Niural will process all Vendor information in accordance with our User Privacy Notice. You also authorize us to send emails, text messages, and to call your Vendors as needed to facilitate the Accounts Payable Service and you represent and warrant that your Vendor has agreed to receive such communications from us.
If you invite a Vendor to set up a profile in the Vendor Portal, Niural makes no guarantees that a Vendor will do so, that the Vendor will enter accurate or complete information (Niural has no duty to verify any such information nor any liability arising therefrom) or the amount of time it will take for the profile to be created. If you select a Vendor already in the Vendor Portal or otherwise connect to a Vendor through the Vendor Portal, you acknowledge and agree that you are solely responsible for selecting and paying the correct Vendor, verifying the information for such Vendor in the Vendor Portal, and authorizing payments with the correct payout amounts and destinations.
You hereby represent and warrant that you have performed appropriate due diligence on each Vendor and that you are not relying on any “know your customer” or other due diligence performed by us or by Bank. You acknowledge that we are not responsible for any illegality that may arise due to a payment made using the Accounts Payable Service, and you assume all responsibility for such payments. You will indemnify, defend and hold Niural harmless for any loss, penalties, or other harm that might occur because a Vendor you have chosen is associated with any illegal, prohibited or restricted activity or is otherwise prohibited from receiving payments. We may choose, in our sole discretion, to limit, suspend, or refuse to make payments to any Vendor or other person and you agree that we shall have no liability for choosing or not choosing to do so.
You are solely responsible for the accuracy of the payment information or the payment instructions provided to Niural. If a payment is refused or returned, Niural will void the payment, unless Niural in its sole discretion agrees to take other action on the payment such as crediting or reissuing the payment. If a returned or refused payment is voided, You authorize Niural to credit the amount of the payment to Your Payment Account, less any Service Fees or other amounts owed by You to Niural.
Niural offers, and You may choose to use, if available, an auto bill entry service (“OCR Bill Entry”) that can assist You in entering information into the Service from Bills that you upload or receive. The OCR Bill Entry option may be provided, in part, by third party service providers. By choosing to use the OCR Bill Entry option, You understand that OCR Bill Entry is governed by this Agreement and by the terms of service and privacy policy, as applicable, of any third party service provider.
represent and warrant that Your Vendor or Customer agrees, or You have the authority to agree on behalf of Your Customer or Vendor, to be subject to and comply with this Agreement, the Nacha Rules, and all other applicable laws, rules and regulations.
An approved payment cannot be canceled or edited if the processing for the payment has begun. If the processing for a payment has begun, then you may request that we attempt to stop the payment. We will use reasonable efforts to stop such payments, but you agree that we will not have any liability in connection with any stop payment request and that we may be unable to stop a payment. Any request to stop a payment must include the Vendor name, the Vendor account number, and the amount and date of the payment request. If we incur any fees, charges, or costs from a third party because you have canceled or stopped a payment, you are responsible for reimbursing us and we may debit your Bank Account to recover these fees, charges, or costs.
Niural reserves the right to select and change, at any time, for any reason, in Niural’s sole discretion, the eligible countries to which or the eligible currencies in which You may request payments to be made using the International Payment Service. Niural reserves the right to refuse any payment transaction requested or initiated through the International Payments Service, for any reason, in Niural’s sole discretion, without Niural incurring any liability to You.
SCHEDULE 2
This Schedule 2 sets forth additional Terms that apply to the accounts receivable features and functionalities (“Accounts Receivable Service”) of the Service. This Schedule is supplemental to and incorporated into the Agreement that governs the Service. All capitalized terms used but not defined herein have the meanings given to them in the Terms.
1. Using the Accounts Receivable Service
1.1 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.
1.2 Payment Accounts. To use the Accounts Receivable Service, You must associate a Payment Account with Your Niural account. When You enter Payment Account information for purposes of the Accounts Receivable Service, You represent and warrant:
1.3 Payment Instructions. You are solely responsible for the accuracy of the payment information and the payment instructions provided in connection with Your use of the Accounts Receivable Service.
1.4 Agent of the Payee; Receipt of Funds. When You use the Accounts Receivable Service as part of a subscription plan, You appoint Niural to act as Your agent in connection with the receipt of funds from Your Customer. Receipt of funds from Your Customer by Niural will be deemed to be receipt of funds by You, and will satisfy any payment obligations of Your Customer up to the amount of the funds received.
1.5 Rights We Reserve. Niural 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 Niural’s sole discretion, without Niural incurring any liability to You. Niural 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. Niural will not process any payment transaction requested from any Customer located outside the United States unless one of Our International Services supports such payment.
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 Niural, including to verify the identity of the Customer and its payment information. When using the Accounts Receivable Service, You represent and warrant to Niural that:
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 Authorizations
3.1 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 Niural account or use of the Service. Niural 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.
3.2 Payment Authorizations
When requesting or initiating a payment from a Customer using the Accounts Receivable Service, You represent and warrant that You have obtained all necessary approvals and authorizations from the Customer to initiate the payment and to authorize ACH debits and credits from the Customer’s bank account, including to fund the payment. Niural will have no liability for losses or damages resulting from ACH debits or credits that you initiate without authorization from your Customer.
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 both Niural and Your accounting software. 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. Niural is not responsible for any invoices or reminders that You send using the Service, including those that are misdirected or not received.
5. ACH Payments
5.1 ACH Payments. Your use of the Accounts Receivable Service will include Your consent and authorization, and Your representation and warranty that You have obtained necessary consents and authorization from Customer(s), for Niural to process and originate electronic ACH debits and credits to or from Your Customer(s).
5.2 Debits from the accounts of Your Customers. When You use the Accounts Receivable Service, You represent and warrant to Niural that You have all necessary authorizations and approvals from Your Customer for Niural to originate an ACH debit from the Customer’s bank account to fund the full amount of each payment requested, and will provide proof of such authorizations upon our reasonable request. You represent and warrant that Your Customer certifies, or You have the authority to certify on behalf of Your Customer, that the Customer’s bank account is enabled for ACH payments, and You agree to reimburse Niural for all penalties and fees incurred if any funding ACH debit is returned because the Customer’s bank account was not properly configured to accept ACH debits. You represent and warrant that Your Customer agrees, or You have the authority to agree on behalf of Your Customer, that the Customer will not dispute any ACH debit by Niural that funds a payment made through the Service. If an ACH debit from a Customer’s account to fund a payment requested by You through the Accounts Receivable Service is rejected or reversed for any reason, YOU AUTHORIZE NIURAL TO REVERSE THE CORRESPONDING PAYMENT TO YOU VIA DEBIT FROM YOUR PAYMENT ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR PAYMENT ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO NIURAL WITHIN 5 BUSINESS DAYS. You represent and warrant that Your Customer agrees, or You have the authority to agree on behalf of Your Customer, that Niural may resubmit a rejected or reversed funding debit to the Customer’s account, in Niural’s sole discretion. You also agree to pay all penalties, interest charges, late payment fees and service fees related to any rejected, reversed or returned funding ACH debit. For additional terms regarding ACH payments, please see Schedule 1, Section 8.
5.3 Returns and Maintaining Sufficient Funds. When using the Service, including the Accounts Receivable Service, You understand and agree that it may take more than 60 days for Niural to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in Your Payment Account to satisfy all obligations to Niural in connection with Your Niural account or Your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if Niural notifies You that Your funds are insufficient.
An approved payment cannot be canceled or edited if the processing for the payment has begun. If the processing for a payment has begun, then you may request that we attempt to stop the payment. We will use reasonable efforts to stop such payments, but you agree that we will not have any liability in connection with any stop payment request and that we may be unable to stop a payment. Any request to stop a payment must include the Vendor name, the Vendor account number, and the amount and date of the payment request. If we incur any fees, charges, or costs from a third party because you have canceled or stopped a payment, you are responsible for reimbursing us and we may debit your Bank Account to recover these fees, charges, or costs.
