Terms of Service

1. Definitions

• “Company” means legalEntityName, entityType, organized in stateOfIncorporation, with a registered address at registeredAddress. The Company is also referred to as “we”, “us”, or “our”.
• “Customer Data” means data you submit to the Service, including your own account and billing records and, in a multi-tenant deployment, the personal information of your own customers.
• “Payment Processor” means the third party that processes card and bank transactions on your behalf, currently Stripe, Inc. and its affiliates.
• “Service Data” means telemetry, logs, and aggregated or de-identified usage information that we may derive from operation of the Service.
• “Fee Policies” means the late-fee percentages, grace periods, and collection practices you configure for your own customers, which you are solely responsible for configuring lawfully.

2. Eligibility and account registration

You must be at least 18 years old and legally capable of entering into a binding contract. You are responsible for the accuracy of the registration information you provide, for the confidentiality of your credentials, and for all activity under your account. Tell us promptly at admin@example.com if you believe your credentials have been compromised.

You may not create an account on behalf of anyone without their authority, and you may not use the Service for any purpose prohibited by the Acceptable Use Policy, which is incorporated into these Terms.

3. The Service and license grant

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your term. This is a right to use a hosted service. It is not a transfer of software, and it conveys no ownership of the Service or any underlying software.

Role of Cart Billing App. Cart Billing App acts as your software vendor and, only to the extent it processes a payment on your behalf, as your authorized agent. Your customers contract with you, not with Cart Billing App. Cart Billing App is not the seller or supplier of the services your business provides, and Cart Billing App has no control over your pricing, your fee policies, or the goods and services you sell.

White-label branding. You may apply your own name, colors, and domain to the customer-facing portal and hosted payment pages, subject to the AUP and to any brand guidelines we publish. You may not use the branding to misrepresent yourself as Cart Billing App or as another business, and you may not sublicense access to the Service to a third party without a separate written agreement.

4. Customer Data, ownership, and licenses

You own Customer Data. As between you and us, and as between you and your own customers, you retain all right, title, and interest in Customer Data. Nothing in these Terms assigns your Customer Data to us.

You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely to operate the Service for you, to prevent fraud and abuse, and to comply with law. This license survives termination for so long as we retain Customer Data under the Privacy Policy.

We own Service Data. We may use Service Data to operate, secure, support, and improve the Service, and to develop new products, provided that it is aggregated or de-identified such that it does not identify you or any of your customers. We will not sell Service Data.

Your obligations to your customers. You are the controller of the personal information of your own customers. You are solely responsible for the accuracy and lawfulness of that information, for the notices you provide, and for the accuracy of the communications you send to them. Where you act as controller, the Data Processing Addendum applies.

5. Subscriptions, plans, and fees

The Service is sold on a subscription basis. Fees, plan entitlements, and usage limits are described on our pricing page, which is incorporated into these Terms. We may add, change, or discontinue plan features on 30 days’ notice; we will not reduce the core functionality of a plan mid-term.

Fees are quoted per billing period and are billed in advance, exclusive of taxes. You are responsible for all taxes arising from your use, other than taxes on our own net income. If we are required to collect or remit taxes on your behalf, you will reimburse us.

No long-term lock-in. Subscriptions are month-to-month. You may cancel at any time in the dashboard and access continues through the end of the paid period. There are no exit fees. We do not require you to sign a long-term contract to use the Service.

Refunds. Except where required by law or as stated in a plan, fees are non-refundable. Where we pro-rate a plan upgrade, the unused portion of the current period is credited. If we materially discontinue a feature you are paying for, we will refund the unused prepaid portion of your subscription.

6. Free trial

We offer a 60-day free trial. Creating an account through the trial signup form provisions a working tenant immediately, with default billing settings and scheduled jobs enabled. We do not require a credit card and we do not charge your card at the end of the trial.

What happens at the end of the trial. When the trial period expires, your tenant is converted to our free tier. Your Customer Data is retained. Core billing functionality — invoicing, accounts, and payments — becomes limited according to the free-tier limits, and paid features are deactivated. We do not delete your data and do not begin charging you without a paid subscription that you have affirmatively selected.

Trial abuse. We may decline to extend a trial, restrict or suspend a trial tenant, and decline future trials for a business that creates trials to avoid payment, impersonates another business, or violates the AUP.

7. Payment processing and merchant of record

Role of Cart Billing App. Cart Billing App acts as your software vendor and, only to the extent it processes a payment on your behalf, as your authorized agent. Your customers contract with you, not with Cart Billing App. Cart Billing App is not the seller or supplier of the services your business provides, and Cart Billing App has no control over your pricing, your fee policies, or the goods and services you sell.

Card payments. Card transactions are processed by the Payment Processor. Where your Stripe Connect account is fully enabled, Cart Billing App acts as your agent and initiates charges into your connected account, and your customers see your business as the merchant on the charge. Your Stripe account agreement governs the actual processing of funds and is a separate contract between you and Stripe.

Platform fee recovery. Where a customer pays a balance through the Cart Billing App guest pay page or customer portal, a platform fee plus an estimate of the card network fee is added on top of the invoice balance, and the customer is shown the full amount before authorizing payment. The platform fee is $0.50 per guest-pay transaction plus the recovered card network fee (currently 2.90% + $0.30) plus the recovered card network fee. The estimate is recalculated live before checkout and the final authorized amount is the customer-facing total.

Prohibited uses. You may not use the Service or the payment functionality to accept payment for any unlawful purpose, for any product or service you are not licensed to sell, in violation of the Payment Processor’s acceptable use policy, or in a way that requires you to be a money transmitter without a license. Cart Billing App does not license you to hold, transmit, or settle funds, and no Cart Billing App balance is a customer deposit.

Disputes and chargebacks. A chargeback filed by one of your customers is your responsibility. It will be filed against your account, and you are responsible for responding to it, for any loss, fee, and reserve it causes you, and for refunds to your customer. Cart Billing App may pass through chargeback fees. Cart Billing App makes no representation or warranty about the quality, safety, or legality of the goods or services your customers are paying for.

Refunds and negative balances. If you refund a payment made through the Service, the refunded amount is returned through the Payment Processor, and the corresponding invoice balance is restored or written off as you configure. Where refunds exceed amounts collected on your account, settlement is handled through the Payment Processor according to your account terms.

8. Your fee policies, late fees, and collections

This is your obligation, not ours. Late fees, service cutoffs, and collection practices against your own customers are governed by your Fee Policies and by the debt collection, consumer protection, and utility regulations that apply to your business and your customers. Cart Billing App provides the mechanism to calculate and apply a fee you configure. Cart Billing App is not a debt collector, does not collect on your behalf, and does not determine whether a fee is lawful or enforceable.

Your configuration commitments. By enabling automated late-fee assessment and automated dunning, you represent that: (a) your Fee Policies are disclosed to your customers in advance, at the address or on the bill the customer receives; (b) the grace period you configure gives your customers a meaningful opportunity to pay before a fee is assessed; (c) the percentage you configure is lawful in every jurisdiction in which your customers reside; and (d) you will not use the Service to impose a fee on a customer account you know to be the subject of a dispute, a payment arrangement, or a legal hold.

Automated assessment. Our scheduled jobs assess a fee once per invoice once the configured due date has passed and the balance is non-zero. Disabling automated assessment stops future assessment; it does not reverse a fee already assessed. Reversals and credits are made from the invoice record.

No cap is imposed by us. The Service permits a fee percentage of your choosing. If your configured percentage is unlawful for a customer, that is your exposure and your liability, not Cart Billing App’s.

9. Recurring charges and automatic payments

Recurring authorization. When one of your customers enables automatic payments in the customer portal, they are authorizing a recurring charge against the saved payment method they selected, for the amount of the balance due on each new invoice, on the invoice due date. Turning automatic payments on or off requires an affirmative action by the customer through the portal.

Notice. We send the customer an email approximately 10 days before the first charge on a given card. The notice states the expected amount, the charge date, and the payment method. Notice is a courtesy and a good-faith control, not a substitute for the notice your own Fee Policies and your Payment Processor account agreement require.

Our role in recurring billing. Cart Billing App does not enter into the payment contract with your customer. Your customer’s authorization runs to you. Cart Billing App initiates the charge on your instruction and delivers it to the Payment Processor, and we are responsible only for operating that mechanism correctly.

Failed charges. A charge that fails for insufficient funds is retried by the Payment Processor and your Fee Policies and overdue reminders apply. You are responsible for any dispute, reversal, or fee associated with a charge you authorized.

10. Emails, texts, and electronic communications

The Service sends email on your behalf — invoices, receipts, overdue reminders, late-fee notices, and pre-charge notices — and, where you and the customer have opted in, SMS through the Twilio messaging platform. You are the sender of these communications to your customers and you are responsible for their content, for the recipients you selected, and for your compliance with anti-spam law.

Text messages are separately governed. Text messages sent to your customers are subject to the SMS Terms and Conditions, which are incorporated into these Terms. You must not cause a text message to be sent to any number that has not opted in, and you must not use the messaging functionality for any purpose prohibited there.

Mandatory email footers. Commercial email we send on your behalf includes your business name and postal address, and an unsubscribe link. Do not remove or alter them. Cart Billing App may suppress any message that we reasonably believe is unlawful, that targets a purchased or scraped list, or that violates our AUP.

Transactional email. Receipts, password resets, and security notices are transactional and are not subject to unsubscribe.

11. Confidentiality

Each party may receive information the other designates as confidential. The receiving party will use the same degree of care it uses for its own confidential information and no less than reasonable care, will use it only to perform under these Terms, and will not disclose it to third parties except to employees and contractors with a need to know who are bound by obligations at least as protective. These obligations survive for 3 years after termination, and indefinitely for trade secrets and Customer Data.

Confidential information excludes information that is public through no fault of the receiving party, was already known without restriction, is independently developed, or is rightfully received from a third party without a duty of confidentiality.

12. Data protection and security

Our processing of personal information, including on behalf of our own users and, where we act as processor, on behalf of your customers, is described in the Privacy Policy. Where you act as controller and we act as processor, the Data Processing Addendum applies and is incorporated into these Terms.

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, described atsecurityOverviewUrl. No system is perfectly secure. We will notify you of a security incident affecting your Customer Data without undue delay and in any case within securityIncidentNoticeHours hours.

Cart Billing App does not warrant that the Service will be uninterrupted or error-free. Service levels, where a plan includes them: slaSummary.

13. Suspension, termination, and post-termination

Grounds. We may suspend or restrict access to the Service, or suspend or terminate your account, on 10 days’ written notice where reasonably necessary, if: you do not pay fees when due; you breach the AUP; you use the Service to commit fraud, send unlawful communications, or infringe third-party rights; you are the subject of a legal demand we are required to honor; or continued operation presents a security or legal risk to us or to a third party.

Immediate suspension. We may suspend without notice where the delay would create imminent harm, where your account is used to collect money in a way we reasonably believe is unlawful or fraudulent, or where required by law or by the Payment Processor.

Two kinds of suspension. We distinguish an access suspension, which prevents your staff from signing in while leaving your customers’ billing, your public pay links, and our automated jobs running, from a service suspension, which stops the automated jobs on your tenant so no further invoices, late fees, or dunning messages are generated for your customers on your behalf, and stops your public pay links accepting payment. Access suspension is used where the issue is with your account’s authority rather than its service, for example a disputed balance; service suspension is used where continuing to operate would be unlawful, would cause harm, or would extend an unpaid account.

Effect of suspension. Customer Data is retained and access to your data for export is provided, including a CSV export of your SMS consent records and message log. A payment that is already in flight with the Payment Processor will still settle; suspension does not unwind a completed transaction. Suspension is not a substitute for termination and does not relieve you of fees accrued before it.

Grace period and resumption. A service suspension may take effect immediately or after a grace period we specify, in which case the Service continues running until the stated time. Access is withdrawn at the start of the suspension either way. When the grounds for a suspension are cured, restoring service is immediate and requires no separate request; the automated jobs resume on their next scheduled run, and we do not perform a catch-up run of billing for the suspended period. Suspension does not reset or extend your trial.

Appeal. You may appeal any suspension by replying to the notice we send, or by writing to billingContactEmail. We will respond substantively, and where the suspension was imposed in error or has been cured, we will lift it. An appeal does not automatically resume a service suspension while we are reviewing it.

Notice and cure. Where a suspension is for nonpayment, we will attempt to notify you atbillingContactEmail before suspending, and access is restored promptly on payment.

Termination. You may terminate at any time for convenience with 30 days’ written notice, in addition to cancelling your subscription. We may terminate for material breach that remains uncured 10 days after notice, or immediately on an uncured immediate-suspension ground.

Effect of termination. We will make your Customer Data available for export for terminationExportDays after termination, then delete it in accordance with the Privacy Policy. We will not delete or withhold Customer Data on the basis of a fee dispute beyond the amounts actually owed. Sections 4, 11, 13, 14, 15, 16, 17, and 20 survive termination.

Cart Billing App is not obligated to provide a transition service after termination.

14. Disclaimer of warranties

Except as expressly stated in these Terms, the Service and the Payment Processor integration are provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.

The Service is a billing and payments tool. It is not legal advice, tax advice, accounting advice, debt collection services, or a compliance service. You are responsible for determining that your use, and your Fee Policies, comply with the law that applies to your business and your customers. We do not review or approve your Fee Policies.

15. Limitation of liability

Exclusion of damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or lost or corrupted data, arising out of or related to these Terms or the Service — even if advised of the possibility of such damages.

Cap. Each party’s total aggregate liability arising out of or related to these Terms is limited to the greater of: (a) the amounts you paid to us in the liabilityLookbackMonths months preceding the event giving rise to the claim; and (b) liabilityFloorAmount.

Unlimited liability. Nothing in these Terms limits liability for: death or bodily injury caused by negligence; fraud or fraudulent misrepresentation; your infringement of third-party intellectual property; your violation of the AUP; your breach of confidentiality; your violation of your indemnification obligation; fees you owe; or any liability that cannot be limited under applicable law. Payment Processor amounts held on your behalf are not a claim against Cart Billing App.

Allocation. The limitations in this section apply regardless of the form of action, whether in contract, tort, or otherwise, and even if an exclusive remedy fails of its essential purpose. Your obligation to pay fees is not a limitation of liability for the purposes of this section.

16. Indemnification

You indemnify us. You will defend, indemnify, and hold harmless Cart Billing App and its affiliates, officers, employees, and agents from third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: Customer Data or the content of communications you send through the Service; your breach of these Terms or the AUP; your violation of law, including anti-spam, debt collection, and tax law; your use of the Service to collect money you are not licensed to collect; and any claim by one of your customers arising from a charge, a fee, or a collection practice that you initiated.

We indemnify you. We will defend, indemnify, and hold harmless you from third-party claims arising from: a claim that the Service, excluding Customer Data and your configuration, infringes a third party’s intellectual property rights; our violation of law in operating the Service; and our breach of our confidentiality obligations.

Process. The indemnified party will give prompt written notice, allow the indemnifying party to control the defense with counsel it reasonably approves, provide cooperation at the indemnifying party’s expense, and give the indemnifying party sole discretion over settlement, provided that no settlement may admit fault by or impose non-monetary obligations on the indemnified party without its written consent. Failure to notify promptly relieves the indemnifying party of its obligation only to the extent it is materially prejudiced.

17. Records and audit rights

We maintain records sufficient to demonstrate the volume and amount of payments you process through the Service. On reasonable notice, not more than once per 12 months, you may request an aggregate report of those figures. We may satisfy a request by making a report available in the dashboard. Where a Payment Processor, regulator, or law enforcement body lawfully requires more detailed records, we will provide what it requires and will notify you unless prohibited from doing so. We will not use a customer’s personal information in response to an audit request about you without a lawful basis.

18. Changes to the Service and these Terms

We may update the Service. We may also revise these Terms by posting a new version with an updated effective date. We will notify the account administrator by email at least 15 days before a material change takes effect, and we will post a summary of what changed.

If you do not accept a material change, you may cancel before it takes effect and we will refund the unused prepaid portion of your subscription. Continuing to use the Service after the effective date means you accept the revised Terms. Changes that apply to a customer of a tenant’s portal — for example to the privacy practice for a hosted pay page — are governed by the Privacy Policy for that tenant, and the tenant is the responsible party.

These Terms are between Cart Billing App and you. They do not create any right for your customers or any third party to enforce them, except that a customer of yours may enforce a payment authorization you obtained through the portal.

19. General

• Notices. Notices to us go to admin@example.com. Notices to you go to the administrator email on the account, and we will treat that address as current.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, reorganization, or sale of all or substantially all of the Service, on notice to you.
• Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control, excluding payment obligations.
• Independent contractors. The parties are independent. Nothing creates a partnership, agency, joint venture, or employment relationship.
• Severability and waiver. An unenforceable provision will be reformed to the minimum extent necessary; the rest of these Terms remains in effect. A failure to enforce is not a waiver.
• Export compliance. You will not use the Service in violation of export control law.
• Survival by nature. Provisions that by their nature should survive termination do, whether or not listed in section 13.

20. Governing law and dispute resolution

These Terms are governed by the laws of the State of governingLawState, without regard to its conflict of laws rules. The parties will first attempt to resolve any dispute informally by contacting admin@example.com for at least 30 days.

Arbitration. Except for claims for injunctive relief to protect intellectual property or confidential information, and except as required by law, any dispute not resolved informally will be resolved by binding arbitration administered by arbitrationForum under its rules, before a single arbitrator, in arbitrationVenue, in English. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own fees, and the arbitrator may award reasonable attorneys’ fees to the prevailing party where permitted.

Class waiver. To the extent permitted by law, you and Cart Billing App waive any right to participate in a class, collective, or representative action. This waiver does not apply to a claim you bring on behalf of one of your customers in your own name and on your own behalf, or to the extent it is unenforceable.

Jury trial. YOU AND CART BILLING APP EACH WAIVE ANY RIGHT TO A TRIAL BY JURY.