PART A: OVERVIEW OF WHAT THIS AGREEMENT COVERS

1. Introduction to This Agreement

This agreement (the "Agreement") is between you ("You," "Your," or "Yourself") and Bill Intelligent Flow Technologies ("Billif," "We," "Us," or "Our"). The Agreement governs your use of the products, services, and other offerings provided by Billif. These include, but are not limited to: APP — our Accounts Receivable (AR) and Accounts Payable (AP) automation tools, invoicing, expense management, payment processing solutions, financial management tools, analytics, and reporting services; and TAB — our QR code payment solutions, digital menu management, split payment features, table ordering systems, and point-of-sale integrations for restaurants, cafes, and retail businesses (collectively, the "Services"). By accessing, registering for, or using any of the Services provided by Billif, You agree to comply with and be bound by the terms outlined in this Agreement.

This Agreement consists of (1) these General Terms of Service ("Terms"); (2) the Service-specific Schedules or Supplements you select, which are available to you; and (3) the additional documents and policies incorporated by reference in these Terms. These may include but are not limited to, the Acceptable Use Policy, Privacy Policy, and any service-specific or supplemental terms that are presented during the sign-up process or that may otherwise apply. We advise you to review this Agreement carefully, as it governs all your interactions with Billif.

2. Scope of Services and Acceptance

The Services offered by Billif are designed to assist businesses with automating and streamlining financial workflows. APP focuses on AR/AP management, invoice processing, reconciliation, expense tracking, and payment settlement. TAB provides QR code-based ordering and payment solutions, digital menu creation, split billing capabilities, real-time analytics, and instant settlement processing for hospitality and retail businesses. By electronically accepting this Agreement, or by using the Billif platform and associated Services after the effective date, you consent to and agree to abide by the terms of this Agreement. If you choose any of our supplemental services, such as international payment processing or advanced analytics, those services may be governed by additional terms and conditions that you agree to upon subscribing.

These Terms apply to all users of the Billif platform, including but not limited to customers, vendors, restaurant owners, retail merchants, agents, and authorized users (collectively referred to as "Users"). You are responsible for ensuring that anyone you authorize to use your Billif account complies with this Agreement.

3. Use on Behalf of an Organization or Third Party

If you are using Billif on behalf of an organization, business, or any third party (whether a natural person or legal entity), you represent and warrant that you have the authority to bind that party to this Agreement. You agree to accept these Terms on behalf of the organization or third party, and you assume all liability and responsibility for their use of the Services under your account. Billif is not liable for any misuse of your account by unauthorized persons or entities, and it is your responsibility to ensure that appropriate access controls are maintained.

4. Legal Compliance and Consents

By accepting these Terms, you agree to comply with all applicable laws, regulations, and standards regarding the use of our Services. You are responsible for obtaining all necessary consents and permissions from any third parties (including vendors, customers, or employees) whose data or information may be processed, stored, or shared through Billif's platform as part of your business operations.

5. Key Components of the Agreement

Your use of Billif's Services is governed by this Agreement, which includes:

Our Privacy Policy, which outlines how we collect, use, and protect your personal and financial information.
Consent to electronic communications and disclosures.
Rules and standards for using the Services, including protection of your account and restrictions on use.
Fees, payments, and terms related to your use of Billif's Services.
Provisions governing data security, third-party services, warranties, limitations of liability, and dispute resolution mechanisms.

Additionally, if your use of Billif's Services involves specific functionalities like payment processing, international transactions, or integration with third-party applications, additional schedules or terms may apply. These schedules outline the terms specific to each Service and supplement these general Terms.

6. Agreement to Arbitration

This Agreement contains provisions that require arbitration of disputes, including a waiver of the right to a jury trial and a waiver of class action participation. You agree to these arbitration terms as part of this Agreement, and you acknowledge that by using the Services, you consent to resolve any disputes or claims related to the use of the Services through binding arbitration, rather than in court.

7. Continued Use and Amendments

We reserve the right to modify these Terms at any time. Changes will be posted on the Billif website or communicated through other channels. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

PART B: TERMS OF USE

These Terms of Use (hereinafter referred to as the "Terms") govern your access to and use of the services provided by Bill Intelligent Flow Technologies ("Billif," "We," "Us," or "Our"). By accessing or utilizing any aspect of our services (collectively referred to as the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must refrain from using the Services.

1. Acceptance of Terms

By accessing or utilizing the Services provided by Billif, you confirm your acceptance of these Terms and agree to abide by them. These Terms represent a legally binding agreement between you and Billif. If you do not agree to any part of these Terms, you should not access or use our Services. We reserve the right to modify these Terms at any time, and your continued use of the Services after such changes will signify your acceptance of the modified Terms.

2. Services Provided

Billif provides innovative business management and financial automation solutions. Our Services encompass a wide range of functionalities designed to enhance operations:

APP:

Payment Processing: Facilitation of seamless transactions between businesses and their customers.
Invoicing: Generation and management of invoices to streamline billing processes.
Expense Management: Track expenses, manage reimbursements with multi-level approvals.
Collections & Wallet: Accept payments via virtual accounts and instant settlements.
Financial Reporting: Tools to create and manage financial reports, ensuring compliance.

TAB:

QR Code Payments: Generate unique QR codes for tables, counters, and events.
Digital Menus: Create and manage digital menus with categories and product images.
Split Payments: Enable customers to split bills among friends or groups.
Real-time Analytics: Track sales, monitor transactions, and gain business insights.
Instant Settlements: T+1 automated settlement processing to your bank account.

Billif reserves the right, at its sole discretion, to modify, suspend, or discontinue any part of the Services at any time, with or without prior notice. We will make reasonable efforts to notify users of significant changes.

3. Account Registration

To utilize our Services, users must create an account by providing accurate and complete information, including but not limited to your name, email address, and any other requested information. You agree to update this information as necessary to ensure that it remains accurate and complete. It is your responsibility to maintain the confidentiality of your account credentials, including your password, and you are solely responsible for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

4. Fees and Payments

As a user of our Services, you acknowledge that Billif charges fees for various services rendered. The specifics of these fees, including rates and billing cycles, will be communicated during the account registration process or as part of the service initiation. You agree to pay all applicable fees and taxes associated with your use of our Services in a timely manner. All payments must be made in the currency specified at the time of registration or service initiation.

Failure to make timely payments may result in the suspension or termination of your access to the Services. We reserve the right to change our fees and payment terms, and we will provide notice of any significant changes prior to their implementation.

5. User Obligations

As a user of Billif's Services, you agree to adhere to all applicable laws, regulations, and guidelines. You agree that you will not engage in any of the following prohibited activities:

Fraudulent Activities: You will not use the Services for any fraudulent, unlawful, or unauthorized purposes.
Identity Misrepresentation: You may not misrepresent your identity or affiliation with any person or entity.
Service Interference: You will not interfere with or disrupt the Services or any connected networks, servers, or systems.

You are also responsible for ensuring that any information you provide is truthful, accurate, and not misleading. Your engagement with our Services is subject to your compliance with these obligations.

6. Intellectual Property

All intellectual property rights associated with the Billif platform, including but not limited to software, graphics, designs, trademarks, logos, and content, are owned by Billif or its licensors. By using the Services, you are granted a limited, non-exclusive, non-transferable license to access and use the platform solely for your intended purposes. You agree not to reproduce, distribute, modify, or create derivative works based on any part of our Services without our express written permission.

7. Termination of Service

Billif reserves the right to suspend or terminate your access to the Services at any time for any reason, including, but not limited to, your violation of these Terms or your failure to make required payments. In the event of termination, all licenses and rights granted to you will cease immediately. You agree that Billif shall not be liable to you or any third party for any termination of your access to the Services.

8. Limitation of Liability

To the fullest extent permitted by law, Billif will not be liable for any direct, indirect, incidental, or consequential damages, including loss of profits, data, use, goodwill, or other intangible losses, arising out of or in connection with your use of our Services. The Services are provided "as is" and "as available" without any warranties, express or implied. Billif disclaims all warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Governing Law

These Terms will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles. Any disputes arising out of or related to these Terms or the Services shall be resolved in the courts of Nigeria. You agree to submit to the personal jurisdiction of the courts located within Nigeria.

10. Changes to Terms

Billif reserves the right to modify these Terms of Use at any time, at our sole discretion. Users will be notified of any significant changes via email or through a notice on our website. Your continued use of the Services after any such changes constitutes your acceptance of the modified Terms. It is your responsibility to review these Terms periodically to stay informed about any modifications.

11. Contact Information

If you have any questions about these Terms of Use, please contact us at:

Email: support@billif.com