Terms of Service

Section 01

Definitions

The following terms have the meanings set out below throughout this Agreement.

Section 02

Eligibility & Account Registration

The Platform is intended exclusively for business use. By registering you confirm that you are acting on behalf of a legally incorporated business entity and that you have the authority to bind that entity to these Terms.

You must provide accurate and current registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorised access or suspected breach.

We reserve the right to decline registration or suspend accounts at our sole discretion, including where we have reasonable grounds to believe information provided is inaccurate or where use of the Platform poses a risk to other users or to the integrity of the service.

Section 03

Description of Service

The Platform provides an end-to-end accounts payable automation workflow for business-to-business invoice processing. The core capabilities included in all paid plans are set out below.

• Invoice Capture: Automated extraction of invoice data from PDF and image-based documents received via a dedicated email forwarding address assigned to the Customer's account. Extraction covers both header-level data and line items across multi-page documents.
• Inbox Management: Segregated views for invoices in the following states — Inbox, Pending Approval, Ready to Send, and Completed.
• Approval Routing: Configurable rule-based approval workflows with conditional logic applied against invoice and supplier values. Approvers are assigned at the rule level and notified accordingly.
• Supplier Management: Supplier records with approval rules attached. The Platform raises exceptions where a submitted invoice references a supplier not found in the Customer's approved supplier list.
• Duplicate Detection: Automated flagging of invoices that appear to be duplicates based on matching criteria.
• Accounting Platform Integration: Submission of approved invoices to the Customer's connected Accounting Platform (QBO or Xero).
• Audit & Archive: A complete audit trail of invoice status changes and approver actions, together with a searchable invoice archive.
• Role-Based Access Control (RBAC): Granular user permission management enabling the Customer to assign roles and restrict access at the user level.
• Security: All authentication is handled using JWT encryption. Data in transit is encrypted.

Section 04

Free Trial

We offer a 7 day free trial which includes 20 invoices and 20 seats. A "seat" refers to an individual User account within the Platform. Free trial accounts are subject to the following conditions.

• The free trial is available to new qualifying businesses only. We reserve the right to modify or discontinue the free trial at any time with reasonable notice.
• Free trial accounts are limited to 20 invoices and 20 seats unless otherwise stated by us in writing.
• All other provisions of these Terms, including acceptable use, data handling, and limitations of liability, apply equally to free trial accounts.
• At the end of the 7 day trial, the Customer must move to a paid plan to continue using the Platform.

Section 05

Billing & Payment

All fees are charged in Pounds Sterling (GBP). Pricing is based on a per-invoice model determined by the invoice volume tier selected by the Customer at the time of subscription or plan adjustment.

Payment is due at the start of each billing month, in advance, regardless of whether the Customer processes the full invoice allocation for that month. By providing payment details you authorise us to charge the applicable fee on the first day of each billing cycle.

Where a payment fails, we will notify you and allow a grace period of five (5) business days for the payment to be resolved. If payment is not received within the grace period, access to the Platform may be suspended until the outstanding balance is settled.

Section 06

Solo & Team Plans

The Platform is available on two monthly plan types.

Both Solo and Team plans are billed monthly in advance and renew automatically unless cancelled. Customers may cancel at any time with effect from the end of the current billing month. No partial-month refunds are issued.

Section 07

Unused Invoice Allocation

Invoice allocations are calculated on a monthly basis aligned to the Customer's billing cycle. Any portion of the invoice allocation that is not consumed within the billing month will expire at the end of that month and will not roll over to subsequent months.

Customers may upgrade their plan tier at any time. Downgrades will take effect at the start of the following billing month.

Section 08

Add-Ons and Capacity Limits

Each paid plan includes a monthly invoice allocation. When the Customer approaches or reaches that allocation, ClearPayable may notify the Customer within the Platform and prompt them to upgrade their plan or purchase an invoice pack add-on.

Invoice processing may be paused once the monthly invoice allocation has been fully used unless the Customer purchases additional capacity. Invoice pack add-ons apply only to the current billing cycle and do not roll over into future billing months.

Seat add-ons, where offered on the relevant plan, are recurring subscription add-ons and renew each billing cycle until removed.

Section 09

Accuracy & Limitations

The Platform uses Mindee for OCR-based invoice extraction, with ClearPayable applying its own mapping, validation, and workflow logic to structure the extracted data for use within the Platform. The overall extraction process targets a 95% accuracy rate across standard invoice formats. Accuracy is measured at the field level across header data and line items on clearly legible, well-formatted documents.

Accuracy may be reduced by factors including poor document quality, unusual invoice layouts, handwritten content, low-resolution scans, non-standard formatting, or limitations in third-party OCR results. The Customer is responsible for reviewing extracted and mapped data prior to approving and submitting invoices to their Accounting Platform.

• The Platform does not guarantee 100% extraction accuracy on any document.
• The Platform does not perform fraud detection beyond basic duplicate identification.
• The Platform does not provide GL code suggestions or automatic tax classification.
• The Platform does not perform two-way or three-way purchase order matching.
• Exception flags such as "Supplier Not Found" or "Duplicate Detected" are provided as indicators only and do not constitute financial or compliance advice.

The Customer assumes full responsibility for the accuracy of data submitted to their Accounting Platform and for any financial decisions made on the basis of data processed through the Platform.

Section 10

Third-Party Integrations

The Platform currently supports integration with QuickBooks Online (Intuit Inc.) and Xero (Xero Limited). These are independent third-party services and ClearPayable has no affiliation with, endorsement from, or liability for the actions of these providers.

By connecting an Accounting Platform, the Customer authorises the Platform to transmit approved invoice data to that Accounting Platform on the Customer's behalf. The Customer is responsible for maintaining a valid and active subscription to their chosen Accounting Platform.

We cannot guarantee uninterrupted integration availability as this is dependent on the continued availability of third-party APIs. We will endeavour to notify Customers of any known integration disruptions in a timely manner.

Section 11

Data & Security

We take the security of Customer data seriously and apply a range of technical and organisational safeguards to protect it. These include encryption in transit, signed authentication tokens, secure session handling, role-based access controls, company-scoped tenant isolation, rate limiting, and application-layer protections designed to reduce common web security risks.

Passwords are hashed and not stored in plain text. Sensitive credentials used for integrations are encrypted at rest. Key security-sensitive and operationally significant actions are audit logged where those controls are implemented, supporting investigation and forensic review where required.

Invoice documents and extracted data are stored on secure servers. We do not sell, rent, or share Customer data with third parties except as required to provide the service, including OCR processing, email delivery, payment processing, cloud hosting, and submitting approved invoices to a connected Accounting Platform, or as otherwise required by law.

The Customer is responsible for ensuring that invoice documents submitted to the Platform do not contain data that the Customer is not lawfully permitted to process. The Customer is also responsible for configuring User permissions appropriately to prevent unauthorised internal access.

In the event of a data breach that is likely to affect Customer data, we will notify affected Customers without undue delay and in accordance with applicable data protection legislation.

Our full Privacy Policy, which sets out in detail how we collect, use, and store personal data, is incorporated into these Terms by reference and is available at Privacy Policy.

Section 12

User Roles & Access Control

The Platform provides Role-Based Access Control (RBAC) enabling the Customer to assign specific permissions to individual Users. It is the Customer's responsibility to configure roles appropriately and to ensure that only authorised personnel are granted access to sensitive invoice and supplier data.

The Customer is liable for all actions taken by Users operating under their account, including actions taken by Users who have been granted permissions in error or whose access has not been revoked following a change in their role or employment status.

We recommend that Customers audit their User permissions regularly and remove access promptly when a User no longer requires it.

Section 13

Acceptable Use

The Platform is provided for legitimate business accounts payable processing only. The following uses are strictly prohibited.

• Processing invoices or documents on behalf of third-party businesses not registered as the account holder without our prior written consent.
• Submitting fraudulent, forged, or fabricated invoice documents.
• Attempting to reverse engineer, copy, or replicate any part of the Platform's software or extraction technology.
• Using the Platform in a manner that disrupts or degrades service availability for other customers.
• Circumventing or attempting to circumvent any security feature of the Platform, including authentication controls.
• Using the Platform to process documents containing unlawful content or to facilitate any illegal activity.

Violation of this Acceptable Use policy may result in immediate suspension or termination of the Customer's account without refund.

Section 14

Intellectual Property

All intellectual property rights in the Platform, including its software, design, extraction algorithms, workflow logic, and documentation, are owned by ClearPayable or its licensors. Nothing in these Terms transfers any ownership of intellectual property to the Customer.

The Customer retains all ownership rights in the invoice documents and data submitted to the Platform. By using the Platform the Customer grants ClearPayable a limited, non-exclusive licence to process that data solely for the purpose of providing the service.

The Customer may not reproduce, distribute, or create derivative works based on any part of the Platform without our prior written consent.

Section 15

Limitation of Liability

To the fullest extent permitted by applicable law, ClearPayable's total aggregate liability to the Customer for any claims arising from or in connection with these Terms or the use of the Platform shall not exceed the total fees paid by the Customer in the three (3) calendar months immediately preceding the event giving rise to the claim.

We shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including loss of revenue, loss of profit, loss of data, or loss of business opportunity, even if we have been advised of the possibility of such damages.

Without limiting the foregoing, we are not liable for any financial loss arising from incorrect data extracted from invoices, incorrect routing decisions, failed submissions to Accounting Platforms, or any actions taken by the Customer or their Users in reliance on data processed by the Platform.

Section 16

Disclaimers & Warranties

The Platform is provided "as is" and "as available." We do not warrant that the Platform will be uninterrupted, error-free, or entirely secure. We make no warranty that the Platform will meet every Customer's specific requirements.

The 95% accuracy rate referenced in our marketing materials and in Section 9 of these Terms is a target figure based on standard invoice formats under normal operating conditions and does not constitute a contractual guarantee. Actual accuracy may vary.

We do not provide financial, accounting, tax, or legal advice. Nothing generated or output by the Platform should be interpreted as such. The Customer should consult qualified professionals for financial and compliance matters.

Section 17

Termination

Either party may terminate this agreement subject to the following conditions.

• Paid Plan — Customer Termination: The Customer may cancel at any time. Cancellation takes effect at the end of the current billing month. No refund is issued for the current month.
• Termination by ClearPayable: We reserve the right to suspend or terminate any account immediately for breach of these Terms, non-payment, or where we determine that continued access poses a risk to the Platform or other users. In cases of termination for cause, no refund will be issued.
• Data Retrieval: Where a paid plan is cancelled, the Customer retains access until the end of the current billing month and then has a further 30 days to export invoice data and documents before deletion is completed. After this period we are not obligated to retain or provide access to Customer data, subject to any legal obligations to retain records.

Section 18

Changes to Terms

We reserve the right to update these Terms at any time. Where changes are material, we will provide a minimum of 30 days' notice to active subscribers via email or an in-platform notification. Continued use of the Platform following the effective date of any updated Terms constitutes acceptance of the revised Terms.

Where a material change to the Terms is unacceptable to the Customer, the Customer may terminate their subscription before the updated Terms take effect without penalty in the case of a paid monthly plan.

Section 19

Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

If any provision of these Terms is found to be unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

Section 20

Contact

For questions, concerns, or notices relating to these Terms, please contact us at the details below.