Terms of Service

1. Introduction

PLEASE READ THESE GENERAL TERMS OF SERVICE CAREFULLY, THESE APPLY TO ALL OF THE ACTIVITIES RELATED TO ENVOICE, INCLUDING BUT NOT LIMITED TO SERVICES AND PRODUCTS. BY SIGNING UP FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SOFTWARE OR ENVOICE PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE SOFTWARE OR THE ENVOICE PRODUCTS. YOU ALSO CONFIRM THAT YOU HAVE HAD THE REASONABLE POSSIBILITY TO AFFECT THESE TERMS OF SERVICE BY NEGOTIATING AND SIGNING SPECIAL TERMS (DEFINED BELOW) AND NEVERTHELESS ACCESS THEM AS THEY ARE.

We provide our products and services on and in accordance with the Terms of Service (defined below) outlined below by Envoice OÜ, a limited liability company registered in Estonia (company number 12749039) with its registered office at Endla tn 15, 10122, Tallinn (“Envoice” or “we”).

We provide the Envoice Products (defined below) to Clients (including Partners, where applicable, defined below). Access to the Envoice Products may be exercised by persons acting in different roles (including Users, defined below). For the purposes of these Terms, references to “Partner”, “Client”, and “User” are collectively referred to as “you”. Unless the context expressly requires otherwise, references to “you” mean the Client as the contracting party, and references to Users apply solely to obligations relating to access to and use of the Envoice Products, and not to rights or entitlements under these Terms.

Envoice may, in its sole discretion, elect to suspend or terminate access to, or use of the said products and services to anyone who violates these Terms of Service, as specified in these Terms of Service. If you sign up for a Free Trial (defined below) of the said products and services, the applicable provisions of these Terms of Service will govern that Free Trial.

By accepting these Terms, the Client represents and warrants that it is not a consumer within the meaning of applicable law and that it is acting in the course of its independent economic or professional activities.

The original language of these Terms of Service, all related documents and policies is English. Envoice may make available translations for convenience. In case of conflict between the original English version and any of the translations, the English version shall prevail.

2. Definitions and interpretation

2.1. Definitions

In addition to definitions that may be defined elsewhere in the Terms, the following definitions shall apply throughout the Terms:

Company Account	Company Account means the account created in the name of the Client for the purpose of using the Envoice Products, on whose behalf Envoice Products are subscribed. Where the Client acts as a Partner, the Company Account may, as applicable, also be created in the name of, or for the benefit of, the Partner’s customer.
Subscription	Subscription means arrangement with monthly payments by which Client access is granted to Envoice Products.
Client	Client means a legal entity or natural person acting in the course of its independent economic or professional activities that enters into a direct contractual relationship with Envoice, whose representative has accepted these Terms upon signing up for Envoice Products, and is directly liable for payment of Fees to Envoice. The term Client also includes such legal entities or natural persons using the Envoice Products during a Free Trial period.
Billing Account	Billing Account means the payments setup that holds payment method and other payment-related data for subscribing and using Envoice Products.
Billing Period	A Billing Period is a period of one calendar month. The first Billing Period begins on the date a paid Subscription starts and ends on the last day of that calendar month. Each subsequent Billing Period runs from the first day to the last day of a calendar month.
Subscription Plan	Subscription Plan means the plan for the Envoice Products which outline: the particular Envoice Products to be provided to the Client; the features and restrictions that apply to the particular Envoice Products for which the Client has subscribed; and the Fees payable and the frequency with which they must be paid.
Fees	Fees mean the fees payable for the use of Envoice Products which include all services and additional services. The Fees can be found at https://envoice.eu/en/pricing/. As applicable, the Fees may depend on the number of Items processed or as agreed in Special Terms.
Items	Items mean receipts, bills, sales invoices or other bookkeeping related documents, that are supported by and capable of being submitted to, created in, or processed through the Software, as specified by the Software and its functionality from time to time.
Free Trial	Free Trial means temporary access for the purposes of trying out the Envoice Products in accordance with any selected Subscription Plan and applicable restrictions, which may be limited in scope, functionality, features, or duration as specified by the Software, without paying any Fees.
Envoice Products	Envoice Products means the Software and all products, services, and/or features available on or through the Software from time to time, whether generally or as part of a specific Subscription Plan, as made available by Envoice from time to time, together with any related enhancements, updates, or replacements thereof. The scope, availability, and functionality of the Envoice Products are described on the Website and/or within the Software, as applicable.
Envoice Materials	Envoice Materials means all materials, content, and elements made available by Envoice as part of, or in connection with, the Envoice Products, including, without limitation, visual interfaces, graphics, design, layout, “look and feel”, systems, methods, information, articles, documents, brochures, presentations, pictures, images, audiovisual works, computer code, software, services, organisational structure, compilations of content, code, and data, comments, and all other informational or functional elements of the Envoice Products, as made available on or through the Software, excluding Client Data.
User	User means a natural person authorised by a Client to access and use the Company Account and Envoice Products on the Client’s behalf. Where the Client acts as a Partner, Users may include natural persons acting on behalf of the Partner’s customer, provided that such access is granted and controlled by the Partner and subject to these Terms. Users may be assigned different roles, permissions, or access levels, as determined by Envoice and made available on the Website and/or within the Software from time to time. One such role is Administrator. Other roles may exist and may change over time, depending on the functionality of the Software and the applicable Subscription Plan.
Administrator	Administrator means a User granted with the right to administrate Users and settings of the Company Account on behalf of a Client.
Partner	A Client that has entered into a direct contractual relationship with Envoice and, pursuant to these Terms and/or applicable Special Terms, is authorised to make the Envoice Products available to its own customers and may also access and use the Envoice Products itself. A Partner is solely responsible for its relationship with its customers and remains directly liable to Envoice for all Fees payable under these Terms.
Registration Data	Registration Data means true, accurate, current and complete information about yourself and the legal entity you represent as prompted by the Software.
Software	Software means the cloud-based software platform that is used for providing the Envoice Products, including any web or mobile applications (including Application), software, databases, interfaces, application programming interfaces (APIs), associated media, documentation, updates, new releases and other components or materials provided therewith. The Software constitutes a digital, centralised environment designed to enable businesses and accounting firms to process, manage, and automate the handling of financial documents and expenses. Through the Software, Users may capture, submit, and manage Items, utilise automated data extraction to digitise physical documents, facilitate the transmission and reception of electronic invoices, route documents through configurable approval workflows, and export categorised data to integrated accounting systems, all as made available through the Software from time to time.
Special Terms	Special Terms mean any amendments or additions to these Terms that are expressly agreed in writing between the parties, and are deemed to be an inseparable part of the Terms.
Data Processing Agreement (DPA)	DPA explains how we process your data and includes the EU Standard Contractual Clauses. Can be found at https://envoice.eu/en/dpa/.
Privacy Policy	Privacy Policy explains the processing of Personal Data by Envoice as a controller, which can be found at https://envoice.eu/en/privacy-policy/.
Terms of Service or Terms	This means the document at hand, together with any appendices or documents expressly incorporated by reference, that govern the relationship between Envoice and its counterparties, and is a binding contract.
Supported File Types	Supported File Types are PDF and JPEG, and any other file types that are supported by the Software from time to time, as specified in the Software, subject to any applicable technical or other requirements communicated therein.
Client Data	Client Data means any and all data or information that is submitted to the Software or otherwise provided, uploaded, transmitted or made available by or on behalf of the Client to Envoice or created in Envoice Products through Client’s use thereof, including Items, together with any data or information extracted from such Items, but excluding Envoice Materials.
Personal Data	Personal Data means any information concerning an identified or identifiable natural person.
Website	Means the website https://envoice.eu .
Confidential Information	Confidential Information means any non ‑ public information disclosed by the Client to Envoice and vice versa, in any form (including written, oral, electronic, or other), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including information relating to a party’s business, technology, products, services, customers, pricing, financial information, and business operations. Confidential Information does not include information that: (i) is or becomes publicly available without a breach of these Terms; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the Confidential Information; or (iv) is lawfully disclosed to the receiving party by a third party without restriction.
Application	Application means the Envoice’s mobile application used to access and use the Envoice Products, as made available through the Software and supported on the then ‑ current iOS and Android operating systems, unless otherwise specified by the Software.
Intellectual Property Rights	Intellectual Property Rights mean all intellectual property rights and similar proprietary rights, whether registered or unregistered, existing now or in the future anywhere in the world, including copyrights and related rights, database rights, patents, utility models, inventions, trade secrets, know-how, trademarks, service marks, trade names, domain names, design rights, rights in software, and all applications for, registrations of, and rights to apply for any of the foregoing.
Third-Party Application	Third-Party Application means any application, software, or service not owned or controlled by Envoice that is integrated with or used in connection with the Envoice Products, for example, accounting software or banking service.
Service Level Policy	Service Level Policy means the policy https://envoice.eu/en/service-level-policy/ published by Envoice describing the availability and service level exclusions that may be amended by the Envoice from time to time in its sole and absolute discretion

2.2. Interpretation

Clause and section headings shall not affect the interpretation of these Terms.

Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.

References to sections and clauses are to the sections and clauses of these Terms, unless expressly stated otherwise.

Any words following the terms “including”, “include”, “in particular”, “for example”, “e.g.” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

A reference to “writing” or “written” includes email, unless otherwise expressly provided in these Terms.

A “party” means Envoice or the Client, and “parties” means Envoice and the Client together.

3. Using the Envoice Products

3.1. Use of Envoice Products by Clients, Partners, and Users

Envoice makes the Envoice Products available exclusively to Clients under these Terms. A Client enters into a direct contractual relationship with Envoice and is solely responsible for payment of all applicable Fees.

Clients may authorise Users to access and use the Envoice Products on the Client’s behalf for the Client’s internal business purposes. Except as expressly permitted under Terms, Clients have no right to sublicense, resell, or otherwise make the Envoice Products available to third parties.

Certain Clients may act as Partners, as agreed between such Client and Envoice separately in writing. Where a Client is authorised as a Partner by Envoice, the Partner may make the Envoice Products available to its own customers in accordance with these Terms. For the avoidance of doubt, Envoice does not enter into a direct commercial, billing, or payment relationship with a Partner’s customers, and such customers are not Clients under these Terms.

Notwithstanding the foregoing, all persons accessing or using the Envoice Products (including Users and customers of a Partner) are required to comply with these Terms as applicable, and Envoice may suspend or restrict access to the Envoice Products in case of misuse, security risks, or violations of these Terms.

Each Client, including a Partner, remains fully responsible for all access to and use of the Envoice Products, including for all acts and omissions of its Users and, where the Client acts as a Partner, for all acts and omissions of the Partner’s customers and any Users acting on their behalf.

3.2. No Claims by Partner’s customers or Users

Except to the extent expressly required by mandatory applicable law, no User, no customer of a Partner and no other third party shall have any right to bring any claim, action, or proceeding of any kind against Envoice, whether in contract, tort (including negligence), statutory liability, or otherwise, arising out of or in connection with the Envoice Products, these Terms, or their use thereof.

All rights, remedies, and claims relating to the Envoice Products shall be exercised exclusively by the contracting Client (including a Partner, where applicable), and Envoice shall have no direct contractual or commercial liability towards any Users or any customers of a Partner.

For the avoidance of doubt, these Terms do not confer any rights or benefits on any third party, including Users or customers of a Partner, and no such person shall be entitled to enforce any provision of these Terms against Envoice.

Nothing in this section limits Envoice’s right to enforce these Terms directly against any person accessing or using the Envoice Products in breach of these Terms.

3.3 Licence

Envoice grants the Client a license to use the Envoice Products. The type and extent of the rights and access granted under the license depend on the Subscription Plan to which the Client is subscribed.

The licence is worldwide, non ‑ exclusive, non ‑ transferable, and, except as expressly provided below, non ‑ sublicensable, and is granted for the term of these Terms.

Where the Client acts as a Partner, the Partner is granted a limited right to permit its customers to access and use the Envoice Products on the Partner’s behalf and for the Partner’s business purposes in accordance with these Terms. Such permission shall not be deemed to create any direct licence or contractual relationship between Envoice and the Partner’s customers.

The licence may be suspended or terminated in accordance with these Terms. The Client may use the Envoice Products and may allow the Users connected to the Client to use the Envoice Products, solely to the extent permitted by and necessary to obtain the benefits of the applicable Subscription Plan and only for business purposes, i.e. in the course of the Client’s independent economic or professional activities.

3.4 Eligibility

By creating a Company Account or using the Envoice Products, you represent and warrant to Envoice that: (i) if you are accepting these Terms on behalf of a company or other legal entity, you have the authority to bind that entity to these Terms; and (ii) you are legally permitted to access and use the Software, taking full responsibility for its selection and use. You also certify that you are legally permitted to use and access the Software and take full responsibility for the selection and use of and access to the Software.

Furthermore, the Client represents and warrants that neither the Client, nor any of its Users, nor any of its customers (where applicable), are: (i) subject to any sanctions or trade restrictions imposed by the EU, the Republic of Estonia, UN, or US; or (ii) located in a jurisdiction subject to a comprehensive embargo. Envoice reserves the right to immediately suspend or terminate access to the Envoice Products without liability if it suspects any violation of applicable sanctions or export control laws.

It is the responsibility of the Client (and, where applicable, its Users) to ensure that the functionality of the Envoice Products and any content or outputs generated through their use are suitable for the Client’s purposes and meet the Client’s technical, organisational, legal, regulatory, privacy, and practical requirements, and that the use of the Envoice Products is in compliance with all applicable laws and regulations.

You must have adequate access to the internet, use a compatible web browser and/or Application (as reasonably specified by Envoice from time to time), and, where applicable, ensure that any required applications, integrations, or technical components are properly installed and configured on the Client’s or Users’ devices or systems.

3.5 Warranties in relation to Personal Data

To the extent that the Client is a controller, it undertakes to adhere to applicable data protection legislation, such as the Regulation (EU) 2016/679 of the European Parliament and of the Council (the “GDPR ”), and laws implementing or supplementing the GDPR, including but not limited to choosing the appropriate legal basis for the data processing and providing all the required information on data processing to the data subjects in relation to Personal Data entrusted to Envoice as processor.

3.6 Company Account registration

In order to access the Envoice Products, you must sign up to create a Company Account, as and if applicable. When signing up with Envoice you agree to: (i) provide true, accurate, current and complete information about yourself and the organisation you represent as prompted by the Envoice’s registration form (such information being the Registration Data); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Company Account and refuse any and all current or future use of the Envoice Products (or any portion thereof).

You may not authorise any third party to access or use the Software on your behalf, unless you are a Partner and such access is expressly permitted under these Terms. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Envoice of any unauthorised use of your user ID or password or any other breach of security including your two-factor authentication solutions. Envoice cannot and will not be liable for any loss or damage arising from any unauthorised use of your Company Account.

If several persons need to use a Company Account on behalf of the Client, an Administrator must invite such persons as Users for the Company Account. Each such User shall be subject to the restrictions set forth in these Terms.

A User may be associated with multiple Clients and their Company Accounts. Removing a User from one Company Account only removes the User’s access to that Company Account and will not remove the User from Envoice Products even if the User has no access to any other Company Account.

3.7 Free Trial

Upon the sole decision of Envoice, a new Client (meaning a Client with whom Envoice has not previously entered into a contract for the Envoice Products) may be entitled to a Free Trial, unless the Client has applied for the Company Account as a result of an ongoing marketing campaign or activity organised by Envoice and/or by its partners. If the parties have not agreed otherwise, the default Subscription Plan for the Free Trial shall be the Subscription Plan selected during the Company Account registration. Envoice will have the right to revoke such a decision at any moment.

The Client is not required to provide any credit card information or other payment information during the period of the Free Trial. If the period of Free Trial has expired, the Company Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Company Account, the Client is required to add Billing Account information with payment method details.

3.8 Administrative rights

Unless the Client expressly instructs Envoice otherwise in writing, Envoice may rely on and is entitled to assume that any of the Client’s directors, employees, or other personnel who provide instructions to Envoice are duly authorised to do so on the Client’s behalf.

The Client undertakes to assign at least one User as an Administrator for the Company Account. The Client represents and warrants that each Administrator is duly authorised by the Client to manage the Company Account, including to make changes to the Subscription, Subscription Plan, and related settings, on the Client’s behalf.

3.9 Item submission

Envoice allows Users to submit Items in multiple ways for data extraction or for wider processing in order to provide services. These include email, Application and upload via computer, but are not limited to such methods and Envoice may modify, add or remove such possibilities at its own sole discretion. All Items submitted to Envoice using any electronic submission option must be in a Supported File Type. You acknowledge that Envoice cannot process any Items which are not submitted in a Supported File Type.

Envoice only allows for effective and accurate extraction of data that is in the standard Latin alphabet and/or contains numbers in the European numeral system. You acknowledge that Envoice cannot guarantee the accurate extraction of data from submitted Items which is not in these formats.

Envoice makes no guarantee whatsoever regarding Items extracting time or processing time. Furthermore, Envoice makes no guarantees in relation to the extracting quality or correctness of the results of extracting. Envoice does not guarantee the accuracy of the extracted information.

If you continue to submit Items to Envoice after your Subscription or necessary Subscription Plan has been deactivated, they will not be added into your Company Account.

The Items submitted for data extraction must be Items to which you have legal access to, and you must be able to provide the relevant evidence that such authorization has been obtained by you. Envoice shall not be liable for any unauthorized third-party Items which Envoice has gained access to.

3.10 Changing Subscription Plans

The Client chooses the Subscription Plan upon registration, subject to the options made available by Envoice at that time. Company Account Administrator has the right to change the current Subscription Plan at any time by selecting a new Subscription Plan among the Subscription Plans determined by Envoice.

If a Subscription Plan is changed during a Billing Period, the change will take effect immediately, unless the Software specifies otherwise or the parties have agreed otherwise in applicable Special Terms. The Fees for that Billing Period will be adjusted accordingly. This means that the Client will be charged the Fees applicable to each Subscription Plan for the period during which that Subscription Plan was in effect, based on the applicable pricing information.

3.11 Fees and payment

Signing up for Envoice is free for Users.

If the Client subscribes to a paid Subscription Plan after a Free Trial or activates a Billing Account, the Client agrees to pay the applicable Fees and any other charges as presented in the Client’s Subscription order overview and in accordance with the payment and billing terms set out (i) in these Terms, (ii) in the Software, and/or (iii) in any applicable Special Terms.

A paid Subscription commences upon expiry of the Free Trial (if applicable) and activation of the Billing Account. Paid Subscriptions are subject to recurring Fees and will automatically renew unless cancelled by the Client or terminated by Envoice in accordance with these Terms.

Fees are charged in arrears based on the applicable Billing Period and depend on the Subscription Plan to which the Client is subscribed from time to time in accordance with these Terms. The Client shall pay for the Envoice Products made available during each Billing Period in accordance with the applicable Subscription Plan. All Fees shall be paid in full without set‑off, counterclaim, deduction, or withholding, except as required by applicable law.

Notwithstanding the foregoing, Envoice reserves the right, where reasonably justified at its sole discretion, to request payment of accrued Fees or other charges more frequently than once per Billing Period, including during an ongoing Billing Period. Such circumstances may include, without limitation, high or increased consumption of the Envoice Products or where the Client terminates the Subscription Plan or these Terms with effect during a Billing Period.

The Client will be issued an electronic tax invoice for the applicable Billing Period, whether relating to the previous month or an ongoing period, as applicable.

Unless expressly stated otherwise or agreed in writing, all Fees are exclusive of value added tax and do not include payment processing fees, which may vary depending on the payment method, bank, currency exchange, or the Client’s selected integrations with Third-Party Applications. All Fees and applicable taxes are payable in euros, unless Envoice has expressly agreed to a different currency, as indicated in the Software. Any currency exchange risk or related costs shall be borne solely by the Client. The Client’s payment obligation is deemed fulfilled only once the relevant amount has been credited in full to Envoice.

The Client shall provide Envoice with accurate and up-to-date information for a valid payment method accepted by Envoice and shall update such information as necessary. By maintaining an active Subscription, the Client authorises Envoice to automatically charge the applicable recurring Fees to the payment method associated with the Billing Account.

Envoice does not provide payment services and shall not be liable for any act or omission of a third-party payment service provider. By making a payment, the Client acknowledges that it establishes a separate legal relationship with the relevant third-party payment service provider, which is subject to the provider’s own terms and conditions.

All Fees paid for the Envoice Products are non-refundable and non-transferable, except as expressly provided in these Terms. Cancellation does not affect the Client’s obligation to pay any Fees accrued prior to the effective date of termination. No refunds or credits shall be issued for partial Billing Periods or unused portions of a Subscription.

Envoice may suspend access to the Envoice Products if Fees are not paid when due. Any overdue amounts shall accrue interest at a rate of 0.5% per day, up to the maximum interest rate permitted under applicable law.

Envoice may modify the applicable prices at its discretion, provided that the Client is notified at least one (1) month in advance.

3.12 Restrictions on your use of the Envoice Products

The Envoice Products may be used solely for their intended purposes and within the scope of the functionality made available by Envoice, or for purposes for which comparable technological solutions are ordinarily used. The Envoice Products shall be used strictly in accordance with these Terms, the guidance and instructions made available within the Software, generally accepted good practice, and all applicable law.

You agree that you shall not:

• except to the extent permitted by applicable law, copy, reproduce, modify, adapt, translate, prepare derivative works of, republish, submit, post, transmit, or distribute any Envoice Products, any parts of Envoice Products, or any other Intellectual Property Rights in or to the Software for any reason whatsoever;
• except to the extent permitted by applicable law, reverse assemble, decompile, reverse engineer or in any way derive or attempt to derive from the Software, any source code or the structure, underlying ideas, algorithms, sequence or organisation of such code or Software;
• use the Envoice Products in any way that infringes another person’s Intellectual Property Rights or other rights;
• use the Envoice Products to submit, post, transmit, store, email, or otherwise make available any worms, viruses, or other computer code, files, or programs designed or intended to disrupt, interrupt, destroy, limit, or disable the functionality of the Envoice Products, or of any software, hardware, or telecommunications equipment of Envoice, its Clients, Users, partners, service providers, or affiliates;
• access (or attempt to access) or use any of the Envoice Products through any interfaces not provided by Envoice or by any automated means, including, but not limited to, scripts, bots, scraping or web crawlers;
• use the Envoice Products to submit, post, transmit, store, or otherwise make available any content that is pornographic or otherwise explicit in nature (Envoice reserves the right to remove any and all such content at its sole discretion);
• use the Envoice Products in any fashion which violates, or might reasonably be judged by Envoice to violate, any local or foreign law or regulation;
• benchmark, performance test, or publicly disclose results of any benchmarking or performance testing of the Envoice Products without Envoice’s prior written consent;
• share login credentials, allow unauthorised access, or use the Envoice Products for the benefit of any third party other than as expressly permitted in these Terms (including via a Partner model) or Special Terms;
• attempt to bypass, disable, or otherwise interfere with security-related features of the Envoice Products (including penetration testing, vulnerability scanning, or security testing) without Envoice’s prior written consent; or
• without limiting the rights of Partners to make available the Envoice Products to their customers, sublicense, assign or otherwise transfer the Envoice Products, these Terms or the rights under it, whether by operation of law or otherwise, otherwise than in accordance with these Terms.

We will not be responsible, or liable, to any third party for the content or accuracy of any data you submit to the Envoice Products.

3.13 For business use only

The Software is designed for use by businesses, not consumers. You warrant and represent that you are acquiring the right to access and use the Envoice Products for the purposes of a business and are not dealing with Envoice as a consumer.

3.14 Partners

Subject to these Terms, Partners may, in certain cases, use the Software to permit their customers and the relevant Users to access and use the Envoice Products on the Partner’s behalf.

If you are a Partner, you acknowledge and agree that:

• you act as a Client under these Terms and are solely responsible for creating, administering, and managing Company Accounts, Users, and permissions, including determining the scope of access to the Envoice Products;
• you are fully responsible for all access to and use of the Envoice Products through Company Accounts administered by you, including all acts and omissions of your Users and, where applicable, your customers and Users acting on their behalf; and
• as a condition for using the Envoice Products, you must accept these Terms as a Client, and if you fail or decline to do so, you are not permitted to access or use the Envoice Products.

Any services provided by a Partner to its customers or Users, other than the Envoice Products made available under these Terms, are provided independently by the Partner and are not vetted, endorsed, or approved by Envoice. Envoice does not control and is not responsible for the quality, content, or delivery of such services. Partners remain solely responsible for their own services and for their relationships with their customers and Users.

4. Client Data

4.1 Submitting Client Data to the Software

If the Client submits Client Data to the Software, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client whether posted and/or submitted by you or made available on or through the Envoice Products by Envoice. By submitting Client Data to the Software, Client authorises Envoice to process the Client Data.

The Client is responsible for ensuring that the Client and any of the Users associated with the Company Account do not create, transmit, display or make otherwise available any Client Data that violates the Terms, the rights of Envoice, other Clients or Users, persons or organisations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful.

The Client confirms that all of the Users associated with the Company Account have the necessary rights to use the Client Data, including to insert it into the Software and process it by means of the Company Account.

The Personal Data related to Client Data shall be processed by Envoice in accordance with the data processing agreement (DPA) appended to these Terms.

4.2 Who owns the Client Data?

Dealing with Client Data transparently is of core importance to Envoice. Envoice’s position on Client Data ownership is that, as between Envoice and the Client (including where the Client acts as a Partner), the Client has ownership of the Client Data which is or has been submitted to that Company Account.

Where the Client acts as a Partner, Client Data includes data relating to or originating from the Partner’s customers or their Users, and, as between Envoice and the Partner, such Client Data is deemed to belong to the Partner.

In practice, as between Envoice and the Client, Client Data ownership and control operate as outlined below.

Who can delete the Client Data?	Administrator
Who can access and use the Client Data?	Administrator and Users, if applicable
Can Envoice use the Client Data?	Yes. Envoice needs to be able to use and process the Client Data to provide Envoice Products and improve Envoice Products.

4.3 How is Client Data used?

In order to provide Software and to improve the Envoice Products and Software, we need to use and store Client Data. In addition, we may share or make available Client Data to third parties that provide services to us; we will only allow such sharing of or access to Client Data to enable us to provide you with the Software or improve Envoice Products.

For as long as these Terms apply, in order that we can provide the Software to you and improve Envoice Products and Software, you grant us a non-exclusive, worldwide, non-revocable, free of charge, fully sublicensable and transferrable licence to use, process, transmit, copy and store, together as a process, Client Data.

4.4 Does Envoice sell Client Data?

No. Envoice does not sell Client Data to any third parties. Envoice acknowledges and agrees that it will only use Client Data to provide Envoice Products and otherwise as expressly permitted under these Terms.

5. Third-Party Applications

If you have integrated any Envoice Products with any Third-Party Applications, you acknowledge that Envoice can allow the providers of those Third-Party Applications to access your Client Data. Allowing such third parties access to your Client Data in this fashion is necessary to allow Third-Party Applications to integrate with the Envoice Products.

YOU ACKNOWLEDGE THAT ENVOICE SHALL NOT BE RESPONSIBLE FOR ANY CORRUPTION, UNAUTHORISED DISCLOSURE, MODIFICATION, LOSS OR DELETION OF YOUR CLIENT DATA THAT RESULTS FROM ANY SUCH ACCESS BY THIRD-PARTY APPLICATION PROVIDERS.

ALL THIRD ‑ PARTY APPLICATIONS AND INTEGRATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND THE SETUP, CONFIGURATION, AND USE OF ANY THIRD ‑ PARTY APPLICATIONS OR INTEGRATIONS IS UNDERTAKEN SOLELY AT YOUR OWN RISK. ENVOICE SHALL UNDER NO CIRCUMSTANCES BE RESPONSIBLE OR LIABLE FOR ANY ISSUES, ERRORS, FAILURES, UNAVAILABILITY, SECURITY INCIDENTS, DATA LOSS, OR OTHER PROBLEMS RELATING TO THIRD ‑ PARTY APPLICATIONS OR INTEGRATIONS ARISING FROM OR RELATED TO THIRD ‑ PARTY SYSTEMS, INCLUDING CHANGES TO SUCH SYSTEMS, SERVICE INTERRUPTIONS, SECURITY VULNERABILITIES, OR DISCONTINUATION OF THIRD ‑ PARTY SERVICES.

You are solely responsible for reviewing, understanding, and complying with any applicable documentation, instructions, terms, or requirements provided by Third ‑ Party Application providers in connection with the use of such applications or integrations.

To enable the integration of Third ‑ Party Applications with the Envoice Products, we may have to use certain pieces of software provided by the applicable third-party service provider. In some circumstances, Envoice will be required to pay a fee to use such software integrations. If you choose to integrate any Envoice Products with any Third ‑ Party Applications, you agree to pay any charges for which Envoice may become liable in connection with such integrations, in addition to the applicable Fees.

Envoice reserves the right, at its sole discretion and without obligation to provide justification or prior notice, to restrict, limit, suspend, modify, or discontinue any Third ‑ Party Application or integration where Envoice deems such action justified, including for technical, security, legal or operational reasons.

6. Deletion of Client Data

Upon cancellation or termination of these Terms for any reason, your access to your Company Account and the Envoice Products will immediately cease. This means you may no longer have access to any Client Data stored in your Company Account.

We may destroy or otherwise dispose of any Client Data and related User accounts in our possession within sixty (60) days following the termination or expiry of the Terms. If the Client wishes to receive a copy of the Client Data, the Client must submit a written request to Envoice no later than ten (10) days after the termination or expiry of these Terms, requesting delivery of the most recent back-up of the Client Data. Subject to receipt of such a request and provided that all Fees and other charges due and payable to Envoice (whether incurred before or as a result of termination) have been paid in full, Envoice shall use reasonable commercial efforts to deliver the back ‑ up to the Client within thirty (30) days of receiving the request.

The Client shall bear all reasonable costs and expenses incurred by Envoice in connection with the preparation, delivery, or disposal of the Client Data.

Without limitation to the foregoing, Envoice may deactivate the Company Account and delete the associated Client Data and User accounts where (i) the Client has used a Free Trial but has not activated a paid Subscription within three (3) months after the end of the applicable Free Trial period, or (ii) the Client does not have an active paid Subscription and no Fees have been payable or paid to Envoice for a continuous period of three (3) consecutive calendar months, even if these Terms have not been formally terminated.

7. Security and Back-up

7.1 Security

We use reasonable efforts to protect Client Data but do not assume responsibility for absolute security. As long as you keep your password safe, Envoice protects your Client Data so it can only be viewed and accessed by you and those who have been authorised to access it.

You agree to be responsible for keeping your passwords associated with your User account secret and secure. If you forget your password but can still access your email, then you can reset your password. Envoice cannot retrieve any lost passwords.

For security reasons, you must not submit any Items to Envoice that have full credit card information printed on them or any other fully indicated payment method-related information. If you nevertheless submit such Items to Envoice, you do so at your own risk and acknowledge that you have authorised Envoice to access and process such data. If any such Items are received, Envoice reserves the right, but shall not have the obligation, to add such Items to your Company Account. It is your responsibility to ensure that you review the content and form of any Items you submit to the Software or otherwise provide to Envoice.

7.2 Back-Up

We use reasonable efforts to maintain backup procedures but do not assume responsibility for backups. To help ensure that your Items remain accessible and secure throughout your use of the Envoice Products in accordance with these Terms, Envoice periodically creates backup copies of Items in accordance with its Information Security Policy.

Although Envoice takes reasonable measures to protect Client Data, Envoice shall not be liable for any deletion, corruption, loss, or failure to store any Client Data or other content used in or maintained by the Envoice Products. Accordingly, you are responsible for maintaining your own independent backup copies of all Client Data submitted to the Envoice Products.

8. General

8.1 Relationship of the parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and Envoice, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.

These Terms are entered into solely between Envoice and the Client and are not intended to confer, and do not confer, any rights or remedies upon any third party, including any User or any customer of a Partner. No third party shall be deemed a third ‑ party beneficiary of these Terms.

8.2 Entire agreement

These Terms constitute the entire and exclusive understanding and agreement between Envoice and the Client regarding the Envoice Products, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Envoice and the Client regarding the Envoice Products.

8.3 Intellectual property

Envoice reserves all rights in and to the Envoice Products (including Software), Envoice Materials, and Envoice trade names and trademarks that are not expressly granted under these Terms. Nothing in these Terms transfers any Intellectual Property Rights from Envoice to you.

All rights, titles, and interests in and to the Envoice Products (including Software), Envoice Materials, related documentation, and any parts or elements thereof, including all Intellectual Property Rights, are and shall remain the exclusive property of Envoice or the applicable third party from whom Envoice licenses such rights.

The Envoice Products, Envoice Materials, and related trade names and trademarks are protected by applicable copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws. Your use of the Envoice Products or Envoice Materials does not grant you any ownership or other intellectual property rights in them.

Any commercial or promotional distribution, publication, or exploitation of the Envoice Materials is strictly prohibited without Envoice’s prior written consent or the consent of the applicable rights holder.

If the Client or its Users provide any suggestions, enhancement requests, recommendations, or other feedback relating to the Envoice Products (“Feedback”), the Client hereby grants Envoice a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use, develop, and incorporate such Feedback into the Envoice Products without any obligation to provide compensation or credit to the Client or the User.

Envoice does not claim any rights in relation to intellectual property that belongs to the Client or its customers, including any intellectual property subsisting in Client Data submitted to or processed through the Envoice Products. This does not limit Envoice’s rights in respect of Feedback, which are governed as provided in this section 8.3 of these Terms.

8.4 Trademark notice

“Envoice” and the Envoice logo are trademarks of Envoice.

8.5 Use of artificial intelligence

Envoice may, at its discretion, use automated systems, machine learning models, and artificial intelligence ‑ based features (collectively, “AI Features ”) in connection with the provision, operation, or improvement of the Envoice Products, including in generating, classifying, analysing, or otherwise processing inputs made available by the User and the outputs made available to the User.

Envoice will not use identifiable Client Data to train generalised artificial intelligence models without the Client’s consent. Notwithstanding the foregoing, Envoice may use aggregated and anonymised usage data to operate, maintain, and improve the Envoice Products, provided that such data cannot reasonably be used to identify the Client or its Users.

You acknowledge that AI Features are probabilistic by nature and may generate outputs that are inaccurate, incomplete, misleading, or otherwise not appropriate for your intended purpose, and that such outputs may vary over time even when using similar inputs. AI ‑ generated content may also include content that is unexpected or objectionable.

AI FEATURES AND ANY OUTPUTS GENERATED THROUGH THEIR USE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF ACCURACY, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON ‑ INFRINGEMENT, OR RESULTS.

You are solely responsible for reviewing, verifying, and validating any output, recommendation, analysis, or other content generated using AI Features before relying on it or using it for any business, legal, accounting, financial, or compliance ‑ related purpose. Envoice does not warrant that AI Features will be error ‑ free, secure, uninterrupted, or that any outputs will meet your requirements or expectations.

Envoice may modify, limit, suspend, or discontinue AI Features (in whole or in part) at any time and without notice. Envoice shall not be liable for any impact on you resulting from such modification, limitation, suspension, or discontinuation.

8.6 Modification to Terms and Envoice Products

Envoice reserves the right, at its sole discretion, to modify, discontinue or terminate the Envoice Products or to modify these Terms, at any time. Where the changes to these Terms are material, Envoice will give the Client prior notice, if possible, at least one (1) month prior changes take effect. If we modify these Terms, we will post the modification on the Website or provide the Client with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. Continued access to or use of the Envoice Products after the effective date of the amended Terms constitutes acceptance of the amended Terms. If the Client does not agree to the amended Terms, the Client may terminate its Subscription in accordance with these Terms before the amendments take effect.

Envoice may, from time to time, introduce new products, services, features, or functionalities, or offer additional or premium services, which may be subject to separate or supplemental terms and conditions (“Supplemental Terms ”). Such Supplemental Terms may be presented for acceptance through the Software, the Website, or otherwise in writing. If you choose to access or use any such product, service, feature, or functionality, you agree to be bound by the applicable Supplemental Terms. In the event of any conflict between these Terms and the applicable Supplemental Terms, the Supplemental Terms shall prevail solely with respect to the relevant product or service.

8.7 Confidentiality

Each party undertakes to the other that it shall not, at any time, disclose to any person any Confidential Information except as is permitted by these Terms, including the remainder of this confidentiality section.

The Client confirms that it evaluates the measures taken by Envoice as sufficient to protect the Confidential Information which the Client has disclosed to Envoice. Envoice shall only be liable for the disclosure of Confidential Information to the extent that such disclosure is directly caused by an act or omission of Envoice. Envoice shall not be liable for any disclosure resulting from factors outside its control, including disclosures not related to the Software or the Envoice Products or any malfunction thereof.

Each party may disclose the other party’s Confidential Information:

• to its employees, officers, representatives, service providers, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms, provided always that such recipients shall be made aware of the confidential nature of the Confidential Information they receive and shall agree to reasonable confidentiality undertakings to protect such information; or
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party’s Confidential Information except to the extent necessary to perform its rights and obligations under these Terms.

8.8 Indemnification

You agree to indemnify, defend, and hold harmless Envoice, its affiliates, and their respective directors, officers, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable legal fees and expenses) arising out of or in connection with:

(a) any breach of the Terms by you or your Users;

(b) your or your Users’ use of the Envoice Products in violation of these Terms or applicable law;

(c) any Client Data, Items, or other content submitted, transmitted, or otherwise made available by you or your User through the Envoice Products, including any claim that such content infringes, misappropriates, or otherwise violates the rights of any third party; or

(d) your failure to pay any Fees or other charges when due under these Terms, including all reasonable costs and expenses incurred by Envoice in recovering such amounts.

This indemnity includes, without limitation, amounts paid in settlement, damages awarded by a court or authority, administrative penalties, collection costs, and enforcement ‑ related expenses. Envoice’s rights under this section are without prejudice to any other rights or remedies available under these Terms or applicable law.

Without limiting the general indemnification obligations set out above, each Partner shall indemnify, defend, and hold harmless Envoice, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) any access to or use of the Envoice Products by the Partner’s customers;

(b) any services, representations, warranties, or obligations provided or assumed by the Partner towards its customers;

(c) any claim by a Partner’s customer alleging loss, damage, or harm in connection with the Envoice Products, regardless of whether such claim is asserted directly against Envoice; or

(d) the Partner’s failure to comply with applicable law or these Terms in connection with making the Envoice Products available to its customers.

This indemnity applies irrespective of whether the claim is based in contract, tort (including negligence), statutory liability, or otherwise, and survives termination of these Terms.

8.9 Force Majeure

Envoice shall not have any liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, act of terrorism or cyber-terrorism or cyber-attack fully or partially affecting Envoice and Envoice Products, war, explosion, embargo, strike, labour or material shortage, transportation interruption of any kind, work slowdown or any other event or condition beyond its control.

Envoice shall not have any liability in connection to internet access, server reliability and other factors related to Envoice Software and Envoice Products, that are not under the control of Envoice. Envoice shall also not be held liable to the specific factors related to the Client, such as internet access and other relevant factors.

8.10 NO WARRANTY AND LIMITATION OF LIABILITY

YOU ACKNOWLEDGE THAT THE ENVOICE PRODUCTS, INCLUDING ANY SERVICES, SOFTWARE FUNCTIONALITIES, INTEGRATIONS, AND OUTPUTS (INCLUDING AI-GENERATED OUTPUTS, WHERE APPLICABLE), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ENVOICE MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ENVOICE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE ENVOICE PRODUCTS WILL:

• BE TIMELY, UNINTERRUPTED, ERROR-FREE, FREE FROM DEFECTS, VULNERABILITIES, OR SECURITY RISKS, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, DATA, NETWORK, OR THIRD-PARTY APPLICATION;
• MEET THE CLIENT’S REQUIREMENTS, EXPECTATIONS, HEIGHTENED STANDARDS, OR ANY REQUIREMENTS ARISING FROM LEGAL ACTS APPLICABLE TO THE CLIENT, UNLESS EXPRESSLY AND SPECIFICALLY AGREED IN WRITING AS SPECIAL TERMS;
• BE FREE FROM ERRORS OR THAT ANY DEFECTS WILL BE CORRECTED; OR
• BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ENVOICE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, USABILITY, RELIABILITY, AVAILABILITY, OR COMPLIANCE WITH LAW, EXCEPT WHERE EXPRESSLY AGREED OTHERWISE IN WRITING AS SPECIAL TERMS.

YOU ACKNOWLEDGE AND AGREE THAT ENVOICE SHALL NOT BE LIABLE FOR ANY LOSSES, CLAIMS, OR DAMAGES ARISING OUT OF OR RELATING TO:

• any permanent or temporary restriction, suspension, or cessation of the Software or any Envoice Product;
• any deletion of, corruption of, loss of, or failure to store any Client Data or other content used in or maintained by the Envoice Products;
• any delays, delivery failures, or other losses resulting from the transfer of data over communications networks or facilities, including the internet;
• limitations, latency, interruptions, or other problems inherent in the use of communications networks;
• the Client’s failure to provide accurate, complete, and up-to-date Company Account information;
• the Client’s or Users’ failure to keep login credentials, passwords, or multi-factor authentication mechanisms secure;
• the functioning, availability, or failures of third-party systems, services, software, or integrations (including Third-Party Applications, or other integrated services);
• use of the Envoice Products in web browsers, environments, or devices that are not fully compatible;
• transactions or interactions with third parties carried out by the Client or Users through the Envoice products;
• Client- or User-generated content or data that is unlawful, non-compliant, or used in breach of these Terms or applicable law;
• Client- or User-side processing of personal data or other content in violation of applicable law;
• management, misuse, or unauthorised use of User accounts or Company Accounts;
• changes in law or their interpretation and any impact on the Client’s business, unless Envoice is expressly obliged by law or a binding court decision to implement such changes;
• force majeure events or other circumstances beyond Envoice’s reasonable control;
• scheduled maintenance, emergency maintenance, or development works;
• any action taken by Envoice to prevent, restrict, or terminate an actual or suspected violation of law or these Terms;
• loss or compromise of account credentials; or
• any loss, damage, data breach, malware, security incident, or service interruption arising from or relating to the Client’s or Users’ use of, or inability to use, a Third-Party Application.

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE ENVOICE’S LIABILITY FOR:

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation; or
• any liability that cannot be limited or excluded under applicable law.

SUBJECT TO THE FOREGOING, ENVOICE’S TOTAL AGGREGATE LIABILITY TO THE CLIENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, SHALL BE LIMITED TO THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO ENVOICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ENVOICE BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE ENVOICE PRODUCTS, EVEN IF ENVOICE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ACKNOWLEDGE THAT ENVOICE IS NOT YOUR ADVISOR, ACCOUNTANT, LEGAL COUNSEL, OR TAX ADVISOR. THE ENVOICE PRODUCTS DO NOT CONSTITUTE FINANCIAL, TAX, ACCOUNTING, OR LEGAL ADVICE. THE CLIENT REMAINS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL FILING, REPORTING, AND OTHER OBLIGATIONS IMPOSED UNDER APPLICABLE LAW.

ENVOICE ASSUMES NO RESPONSIBILITY FOR THE CONTENT OF ANY THIRD-PARTY WEBSITES LINKED FROM THE ENVOICE PRODUCTS. SUCH LINKS DO NOT CONSTITUTE AN ENDORSEMENT. ENVOICE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM THE CLIENT’S USE OF SUCH THIRD-PARTY WEBSITES.

8.11 Termination

These Terms will continue until the end of initial Billing Period and shall automatically renew for successive Billing Periods, unless either party terminates these Terms before the end of the relevant Billing Period.

The Client may terminate these Terms by cancelling Subscription to the Envoice Products. Cancellation must be initiated by an Administrator exclusively through the designated cancellation feature within the Software. Requests to cancel by any other means, including email or phone, will not be considered a valid termination of Subscription. If the Software does not provide access to such functionality or if cancellation cannot be completed through the Software for technical reasons, contact Envoice at support@envoice.eu.

Cancellation or termination by the Client for convenience shall not take effect immediately and shall only take effect at the end of the then‑current Billing Period. The Client shall remain liable for payment of all Fees for the entire Billing Period in which cancellation is initiated.

No refund will be given of any Fees you have already paid prior to the expiry of the Billing Period. If these Terms are terminated for any reason and any Fees that were payable prior to such termination are unpaid, you will be liable to pay all outstanding Fees to Envoice.

Without prejudice to its other rights and remedies, Envoice may, on notice to the Client, terminate these Terms with immediate effect if you:

• commit a material breach of these Terms and, in the case of any breach which can be remedied, fail to remedy that breach within fourteen days of a notice from us requiring such remedy; or
• you or your business becomes insolvent, your business goes into liquidation or has a receiver or manager appointed of any of its assets, or if you become bankrupt, make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

Failure by you to pay any Fees due to us by the date on which such payment is due shall constitute a material breach of these Terms.

Without prejudice to its other rights and remedies, Envoice may terminate these Terms and close your Company Account at the end of any Billing Period.

8.12 Applicable law, disputes and jurisdiction

These Terms and all matters arising from them (including, without limitation, any dispute relating to the existence, validity or termination of these Terms or any contractual or non-contractual obligation) shall be exclusively governed by and construed in accordance with the laws of the Republic of Estonia without regard to conflict of law.

In relation to any legal action or proceedings to enforce these Terms or arising out of or in connection with these Terms (including, without limitation, any dispute relating to the existence, validity or termination of these Terms or any contractual or non-contractual obligation), the Client and Envoice agree to first enter into good faith discussions to resolve the dispute within fourteen (14) days from the date one party notifies the other of the dispute (the “Dispute Resolution Period ”). If the dispute is not resolved during the Dispute Resolution Period, either party may pursue legal action. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Republic of Estonia, with Harju County Court as the court of first instance, and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inappropriate forum provided that a judgement or order of any court may be enforced in any court of competent jurisdiction.

8.13 Contacting Envoice and Client support

If you have any questions about these Terms, please contact Envoice at support@envoice.eu . You acknowledge and agree that when contacting Envoice, whether by email, chat, or otherwise, Envoice shall have the right to process the Personal Data you have provided to us in accordance with the Privacy Policy of Envoice.

From time to time, Envoice is providing Client support through a built-in chat and other measures in case you have any issues with the Envoice Products. Envoice will act in its best efforts, but cannot agree that Client support will solve the issue you are having. Therefore, Envoice shall bear no liability in relation to Client support. Furthermore, Envoice will not guarantee any certain hours in relation to the availability of the Client support. Envoice will provide you Client support only upon request and your approval.

8.14 Miscellaneous

No assignment . The Client may not assign these Terms, in whole or in part, without Envoice’s prior written consent. Such consent shall not be unreasonably withheld. Any purported assignment in breach of this clause shall be null and void and of no legal effect. Envoice may assign these Terms in connection with a merger, sale of assets, or corporate reorganisation.

Additional services . Any additional consultation, implementation assistance, onboarding, training, configuration, or support services provided by Envoice outside the standard scope of the Envoice Products may be subject to additional fees, unless expressly agreed upon otherwise in writing between Envoice and the Client.

Roadmap and future developments . Any communication by Envoice regarding product roadmaps, future features or functionality, planned developments, integrations, or indicative timelines is provided for information purposes only. Such communications shall not under any circumstances be deemed binding, construed as a promise, warranty, commitment, or agreement, nor shall they be relied upon by the Client, and they shall not be considered to form part of these Terms or any Subscription Plan. No feature, functionality, development, integration, or enhancement shall be deemed committed, included, or guaranteed unless Envoice has expressly and specifically confirmed such commitment in a written agreement duly signed by Envoice.

8.15 Appendices:

• Appendix 1 – Data Processing Agreement (DPA) .