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. The Pending Approval state applies only to plans that include Approval Routing; it is not used on the Solo plan.
• Approval Routing: Configurable rule-based approval workflows with conditional logic applied against invoice, procurement, purchase order, and supplier values. Approvers are assigned at the rule level and notified accordingly. Approval Routing and invoice approval rules are not included in the Solo plan; Solo invoices are captured and marked ready without a separate approval step.
• 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.
• Supplier Catalogue: A maintained catalogue of supplier records, contacts, approval settings, procurement preferences, and supplier-specific processing rules. The Customer is responsible for keeping catalogue data accurate and current.
• Duplicate Detection: Automated flagging of invoices that appear to be duplicates based on matching criteria.
• Procurement Workflows:Where included in the Customer's plan, the Platform supports purchase requests, purchase order capture, procurement approval routing, invoice-to-purchase-order matching, and allocation workflows. Procurement workflows are not included in the Solo plan.
• Staff Delegation: Where enabled, authorised Users may delegate approval or review responsibilities to other authorised Users. The Customer remains responsible for the configuration of delegations, the actions taken by delegates, and the removal of delegations when no longer required.
• Subsidiary Support:Where included in the Customer's plan, the Platform may support multiple subsidiaries or connected accounting organisations under a single Customer account. Subsidiary Support is not included in the Solo plan.
• RAG and Learning Suggestions: The Platform may use RAG Features to retrieve relevant Customer records and learn from prior invoices, supplier catalogue data, coding decisions, approvals, exceptions, and procurement activity in order to improve contextual suggestions over time.
• Accounting Platform Integration:Submission of approved invoices to the Customer's connected Accounting Platform (QBO or Xero).
• Audit & Archive: A searchable audit trail of key invoice, procurement, purchase order, and approver actions, together with a searchable invoice archive, subject to the retention periods described in our Privacy Policy.
• Role-Based Access Control (RBAC): Granular user permission management enabling the Customer to assign roles and restrict access to invoice, procurement, supplier, and administration areas at the user level.
• Security: Authentication uses signed JSON Web Tokens (JWTs) with defined expiry windows. Data in transit is encrypted using TLS.

Maintenance & Availability: We may suspend access to the Platform, in whole or in part, to carry out scheduled maintenance, emergency maintenance, or security fixes. Where reasonably practicable we will give advance notice of scheduled maintenance and will carry out maintenance outside peak business hours. Such suspension does not constitute a breach of these Terms.

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.
• Trial Data: Where a trial expires without conversion to a paid plan, the account and all associated data, including invoice documents and extracted data, will be deleted within thirty (30) days of trial expiry. We are under no obligation to retain or provide access to trial data after this period, subject to any legal obligations to retain records.

Section 05

Billing & Payment

Fees are charged in the billing currency selected or assigned for the Customer's subscription, currently Pounds Sterling (GBP), Euros (EUR), or US Dollars (USD). 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.

• Solo Plan Scope: The Solo plan is intended for single-user, single-head-office invoice automation. It does not include Approval Routing or invoice approval rules (Solo invoices are captured and marked ready without a separate approval step), the Procurement Module, Subsidiary Support, subsidiary add-ons, or procurement-specific supplier catalogue workflows.
• Team Plan Scope: The Team plan includes team collaboration features, role-based workflows, staff delegation where enabled, procurement workflows where available, and Subsidiary Support.
• Included Subsidiaries:Team plans include the Customer's head office plus up to three additional subsidiaries at no additional platform fee, provided those subsidiaries are under the Customer's ownership, control, or authorised management. Additional subsidiaries beyond those three may require a subsidiary add-on or plan adjustment.
• Plan Availability: Features may vary by plan, account configuration, implementation status, and connected accounting platform. ArrowBill may update feature availability with reasonable notice where a change materially affects active Customers.

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, ArrowBill 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. Current pricing for invoice packs, seat add-ons, and subsidiary add-ons is displayed on our pricing page at the time of purchase.

Seat and subsidiary add-ons, where offered on the relevant Team plan, are recurring subscription add-ons and renew each billing cycle until removed. Solo plans do not include subsidiary capability or subsidiary add-ons.

The three subsidiaries included with Team plans are not transferable to Solo plans, do not roll over into invoice packs or other services, and do not create a separate subscription for each additional subsidiary unless agreed otherwise.

Section 09

Accuracy & Limitations

The Platform uses Mindee for OCR-based invoice extraction, with ArrowBill applying its own mapping, validation, and workflow logic to structure the extracted data for use within the Platform. Extraction quality varies by document and field. The Platform therefore exposes field-level confidence and requires Customer review before financial data is approved or published.

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.
• Duplicate signals are risk indicators only and require Customer review, confirmation, and workflow decisions.
• GL, nominal code, and tax-code suggestions are confidence-based recommendations or configured automations and may require user review depending on the Customer's settings.
• RAG Features and other learning suggestions depend on the quality, completeness, and consistency of prior Customer activity, invoice data, supplier catalogue data, approval decisions, procurement data, and Customer configuration.
• Purchase order matching, allocation, supplier catalogue recommendations, and procurement learning depend on the quality of connected ERP data, procurement data captured in the Platform, supplier records, and Customer configuration.
• 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 ArrowBill 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 and related procurement or purchase order matching data where configured 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, procurement records, purchase orders, 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 or related procurement data to a connected Accounting Platform, or as otherwise required by law.

Where RAG Features, supplier catalogue features, procurement workflows, or learning-based suggestions are enabled, the Platform may process and retrieve relevant Customer data, including prior invoices, coding decisions, approval outcomes, supplier records, purchase orders, delegation settings, and related activity, to provide contextual recommendations within the Customer's account. These features are intended to improve operational suggestions over time and do not replace Customer review or approval.

The Customer is responsible for ensuring that invoice documents and procurement records 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.

Data Processing Terms:Where personal data contained in invoice documents, procurement records, or supplier records is processed by us on the Customer's behalf, the Customer acts as data controller and ArrowBill acts as data processor for the purposes of UK GDPR Article 28. The following processor terms form part of these Terms and apply automatically to all Customer accounts, constituting the data processing agreement between the parties. In respect of such personal data, we shall:

• process it only on the Customer's documented instructions, as given through the Customer's use and configuration of the Platform, unless required to do otherwise by law;
• ensure that persons authorised to process it are subject to obligations of confidentiality;
• implement appropriate technical and organisational security measures as described in this Section and in our Privacy Policy;
• engage sub-processors only as listed in our Privacy Policy, remain liable for their performance, and give the Customer prior notice of any intended change to that list, allowing the Customer a reasonable opportunity to object;
• taking into account the nature of the processing, assist the Customer with responses to data subject rights requests and with the Customer's obligations relating to security, breach notification, and data protection impact assessments;
• at the Customer's choice, delete or return personal data at the end of the subscription in accordance with the data retrieval and retention provisions of these Terms; and
• make available information reasonably necessary to demonstrate compliance with these obligations and allow for audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, subject to reasonable notice and confidentiality requirements.

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, procurement, purchase order, and supplier data.

Staff delegation features, where enabled, are controlled by the Customer's configuration and permissions. A delegated User must be authorised to act on behalf of the assigning User or relevant business function. The Customer remains responsible for all delegated approvals, reviews, reassignments, and workflow decisions made through the Platform.

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 ArrowBill 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 ArrowBill a limited, non-exclusive licence to process that data for the purpose of providing the service.

Aggregated & Anonymised Data:The Customer additionally grants ArrowBill the right to use data derived from the Customer's use of the Platform in aggregated and anonymised form — from which neither the Customer nor any individual can be identified — for the purposes of operating, analysing, improving, and developing the Platform, including improving extraction accuracy and suggestion quality. Ownership of such aggregated and anonymised data vests in ArrowBill.

Feedback:If the Customer or its Users provide suggestions, ideas, or other feedback relating to the Platform, ArrowBill may use that feedback freely and without restriction, attribution, or compensation, and the Customer assigns to ArrowBill all rights necessary to do so. Nothing in this paragraph grants ArrowBill any rights in the Customer's invoice documents or business data beyond the licences set out above.

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, ArrowBill'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.

Exceptions:Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

Section 16

Indemnification

The Customer shall indemnify, defend, and hold harmless ArrowBill, its officers, employees, and agents from and against any and all third-party claims, demands, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• invoice documents, procurement records, supplier data, or any other data or content submitted to the Platform by or on behalf of the Customer, including any claim that such data was processed without a lawful basis or infringes the rights of a third party;
• the Customer's breach of these Terms, including the Acceptable Use provisions in Section 13;
• any act or omission of the Customer's Users, including Users whose access should have been revoked or whose permissions were configured in error; and
• the Customer's violation of applicable law in connection with its use of the Platform.

We will notify the Customer promptly of any claim subject to this indemnity and allow the Customer to control the defence and settlement of the claim, provided that no settlement imposing any liability or obligation on ArrowBill may be agreed without our prior written consent. We may participate in the defence at our own expense.

Section 17

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.

Extraction confidence and quality indicators are not contractual guarantees. Actual results vary by supplier format, image quality, language, document structure, and third-party OCR performance.

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.

Beta & Preview Features: From time to time we may make beta, preview, early access, or experimental features available, including RAG Features and other learning or suggestion capabilities. Such features are provided for evaluation purposes, may be modified, suspended, or withdrawn at any time without notice, and are provided without warranty of any kind. Beta and preview features should not be relied upon for production-critical workflows.

Section 18

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 ArrowBill for Cause: 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.
• Termination by ArrowBill for Convenience: We may terminate any account for any reason on not less than thirty (30) days' written notice. Where we terminate for convenience, we will refund any fees paid for the unexpired portion of the current billing period on a pro-rata basis.
• Free Trial Accounts: Trial accounts that are not converted to a paid plan are closed at the end of the trial period and trial data is deleted as described in Section 4.
• 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 19

Force Majeure

We shall not be in breach of these Terms nor liable for any failure or delay in performance caused by events or circumstances beyond our reasonable control, including acts of God, flood, fire, epidemic, war, terrorism, civil unrest, industrial action, power or telecommunications failure, denial of service or other malicious attacks, failure or unavailability of third-party services or infrastructure (including hosting providers, OCR providers, email providers, and Accounting Platform APIs), or changes in law or governmental action.

Where a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the subscription on written notice, in which case we will refund any fees paid for the unexpired portion of the current billing period on a pro-rata basis.

Section 20

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 21

General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any order or plan selection made through the Platform, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings, whether written or oral, relating to their subject matter. Each party confirms it has not relied on any statement, promise, or representation not set out in these Terms, save that nothing in this clause excludes liability for fraudulent misrepresentation.
• Assignment: The Customer may not assign or transfer its rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to any successor in business, including in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• No Waiver: A failure or delay by either party to exercise any right or remedy under these Terms shall not constitute a waiver of that right or remedy, nor prevent or restrict its further exercise.
• Third-Party Rights: These Terms do not confer any rights on any person other than the parties to them, and no third party may enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.
• Relationship of the Parties: Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.

Section 22

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 23

Notices & Contact

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

Notices:Formal notices under these Terms must be given in writing by email. Notices to ArrowBill must be sent to support@arrowbill.com with the subject line "Legal Notice". Notices to the Customer will be sent to the primary account email address on record. A notice sent by email is deemed received at the time of transmission, or, if sent outside business hours, at 9am on the next business day in the place of receipt. The Customer is responsible for keeping its account email address current.