The terms and conditions governing your use of PayConnect.
These Terms of Service ("Terms") govern your access to and use of the PayConnect financial close automation, SAP cash application, and reconciliation platform (the "Software") and any related services provided by PayConnect Ltd ("PayConnect", "we", "us", or "our"), a company established in Laval, Québec, Canada. By signing an order form, statement of work, or other agreement referencing these Terms, or by accessing or using the Software, your organization ("Customer", "you", or "your") agrees to be bound by these Terms. If you do not agree, you must not access or use the Software.
PayConnect provides software for financial close automation, SAP cash application, and bank/GL reconciliation, along with related implementation, configuration, and support services (together, the "Services"). Unless otherwise agreed in writing, the Software is deployed within Customer's own network infrastructure rather than in a shared, multi-tenant PayConnect-hosted cloud environment. Where PayConnect provides implementation, configuration, or support services, it does so as a service provider acting on Customer's instructions and does not thereby acquire any ownership interest in Customer Data.
The Software is intended for use by businesses and organizations for their internal financial operations. It is not directed at, and must not be used by, individual consumers for personal, family, or household purposes. By accepting these Terms, you represent that you are entering into this Agreement on behalf of an organization with the authority to bind that organization.
Customer is responsible for designating its Authorized Users and for all activity that occurs under their credentials. Customer must ensure Authorized Users comply with these Terms and must promptly notify PayConnect of any unauthorized use of an account or any other known or suspected breach of security. PayConnect is not liable for any loss or damage arising from Customer's failure to safeguard account credentials within its own environment.
As between PayConnect and Customer, Customer owns all right, title, and interest in Customer Data. Because the Software is deployed within Customer's own network infrastructure, Customer Data - including the financial and transactional data processed through the Software - remains within Customer's environment and is not transmitted to or stored by PayConnect unless Customer separately requests support that requires it (for example, sharing a data sample for troubleshooting). Customer is responsible for maintaining appropriate backups, access controls, and security for Customer Data within its own environment, consistent with the shared-responsibility approach described in our Security page.
PayConnect may collect and process limited personal data about Customer's business contacts (such as names and business email addresses of Authorized Users) in order to provide support and administer the Agreement. That processing is described in our Privacy Policy.
Subject to Customer's compliance with these Terms and payment of applicable fees, PayConnect grants Customer a limited, non-exclusive, non-transferable license to access and use the Software and Documentation during the term of the Agreement, solely for Customer's internal business operations. Customer must not, and must not permit any third party to: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software, except to the extent such restriction is prohibited by applicable law; (c) sublicense, sell, rent, lease, or otherwise make the Software available to any third party; or (d) use the Software to build a competing product or service.
Customer will pay the fees set out in the applicable order form. Unless stated otherwise, fees are quoted and payable in Canadian dollars and are exclusive of applicable taxes, which Customer is responsible for paying. Fees are non-refundable except as expressly stated in the Agreement or required by law. Late payments may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and PayConnect may suspend access to the Software for accounts with overdue payments after providing written notice.
PayConnect and its licensors retain all right, title, and interest in and to the Software, Documentation, and all related intellectual property rights, including any improvements or enhancements incorporated into the Software. Nothing in these Terms transfers any ownership rights to Customer. Customer grants PayConnect a limited license to use feedback it voluntarily provides to improve the Software, without any obligation to compensate Customer.
Each party may have access to non-public business, technical, or financial information of the other party ("Confidential Information"). Each party agrees to use the other party's Confidential Information only as necessary to perform its obligations under the Agreement, to protect it using at least the same degree of care it uses for its own confidential information of similar importance (and no less than a reasonable degree of care), and not to disclose it to third parties except to employees, contractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this section. This section does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is independently developed without reference to the disclosing party's Confidential Information.
Each party will comply with its respective obligations under applicable data protection laws relating to any personal data processed in connection with the Agreement. Given the Software's deployment within Customer's own network, Customer is responsible for the security of the infrastructure on which the Software runs, and PayConnect is responsible for the security of the application it provides, as further described in our Security page.
PayConnect warrants that the Software will perform materially in accordance with the Documentation when used as intended. Except for this express warranty, and to the maximum extent permitted by applicable law, the Software and Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. PayConnect does not warrant that the Software will be uninterrupted, error-free, or that it will detect or correct every discrepancy, mismatch, or exception in Customer's financial data.
To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, arising out of or related to the Agreement, even if advised of the possibility of such damages. Each party's total aggregate liability arising out of or related to the Agreement will not exceed the total fees paid or payable by Customer to PayConnect in the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to a party's confidentiality obligations, indemnification obligations, or to liability that cannot be limited or excluded under applicable law.
Customer agrees to indemnify and hold PayConnect harmless from any third-party claims, damages, and reasonable expenses (including legal fees) arising from Customer's misuse of the Software, violation of these Terms, or violation of applicable law. PayConnect agrees to indemnify and hold Customer harmless from any third-party claims alleging that the Software, as provided by PayConnect and used in accordance with the Agreement, infringes that third party's intellectual property rights, subject to the limitations set out in Section 12.
The Agreement remains in effect for the term set out in the applicable order form and will renew as specified therein. Either party may terminate the Agreement for the other party's uncured material breach following thirty (30) days' written notice. Upon termination, Customer's right to access the Software ends, and Customer remains responsible for any fees accrued before termination. Because Customer Data resides within Customer's own environment, no data return or deletion process is required from PayConnect except with respect to any Customer Data PayConnect may separately hold for support purposes, which PayConnect will delete or return upon request, consistent with our Privacy Policy.
PayConnect may update these Terms from time to time to reflect changes in our Software, Services, or legal obligations. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms on this page with a new effective date or by contacting Customer directly. Continued use of the Software after the updated Terms take effect constitutes acceptance of the changes. Where an executed order form or master services agreement conflicts with these Terms, the executed agreement will govern.
These Terms are governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in the judicial district of Laval, Québec, for any dispute arising out of or relating to these Terms, except where mandatory consumer or local law requires otherwise.
Neither party is liable for delays or failures in performance caused by events beyond its reasonable control. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. Customer may not assign the Agreement without PayConnect's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all its assets. These Terms, together with any applicable order form, constitute the entire agreement between the parties regarding the Software and Services and supersede all prior agreements or communications on that subject.
If you have questions about these Terms, please reach out via our Contact page.