Terms of Service

Version: 1.0 · Effective date: __[set on publication]__

These Terms of Service (“Terms”) govern access to and use of the Bizalma e-invoicing service.

1. Parties and contact details

These Terms are a binding agreement between:

AIS TECH LIMITED, a company registered in the Republic of Cyprus under registration number HE 494533, registered office at Ifigeneias 14, Limassol 3036, Cyprus (“we”, “us”, “our”, “Provider”);

and the legal entity that registers for or uses the Service (“you”, “your”, “Customer”).

The Service is provided at https://bizalma.com (the “Platform”).

By registering an account, creating an Organisation, or using the Service, you accept these Terms. If you accept on behalf of a legal entity, you confirm that you are authorised to bind that entity.

2. Business customers only

The Service is offered exclusively to legal entities and to natural persons acting in the course of a business, profession, or trade. It is not offered to consumers, and rules of consumer protection law do not apply to this agreement. If you are a consumer, you may not use the Service.

3. Definitions

Document — a file you upload to the Service, together with the records the Service derives from it.

Organisation — the workspace within the Service that holds your Documents, settings, and users. The Organisation is the boundary of data isolation and access control.

Served Company — a company whose documents you submit to the Service in your capacity as its service provider.

Output Format — the target standard selected for your Organisation, which determines the Target Level of processing.

Target Level — the level of standard conformance a processing run is required to reach, being either EN 16931 core or Peppol BIS dispatchable, as described in clause 7.

Extracted Data — structured data the Service derives from a Document, including the canonical invoice model.

Output Files — the files the Service makes available to you: the canonical model in JSON, the UBL XML instance, the validation report, tabular data in CSV, and the original uploaded file.

4. Registration, accounts, and Organisations

Registration requires a verified email address. You are responsible for the accuracy of your registration details, for the confidentiality of your credentials, and for all activity carried out under your account.

Self-service registration creates an Organisation on the e-invoicing service profile. The user who creates an Organisation becomes its owner. Additional users are added by us at your request; self-service invitation of users is not currently available.

At creation you select the jurisdiction of the Organisation and whether the Organisation represents a single company or a service provider acting for Served Companies. The jurisdiction cannot be changed afterwards. If the Organisation is configured incorrectly, the remedy is to delete it and create a new one; deletion removes its Documents.

You must provide, and keep current, the billing details of the entity that contracts with us: its legal name, registered address, and value added tax identification number where it has one. We rely on those details to determine the tax treatment of your payments under clause 14 and to issue the documents required by law.

You must not submit Documents of a third party unless you are entitled to do so. Where you act for Served Companies, you confirm that you have the authority and a lawful basis to submit their documents to us.

5. What the Service does

The Service receives Documents you upload, extracts data from them by automated means including machine learning models, builds a canonical invoice model aligned to the EN 16931 semantic standard, validates the result against that standard and, where selected, against Peppol BIS rules, and makes the Output Files available to you for download and export.

Where automated processing cannot complete a Document to its Target Level, or where the outcome requires human judgement, the Document is escalated for review. Review may be carried out by you or, as part of the Service, by our personnel in accordance with clause 10.

6. What the Service does not do

The following are outside the scope of the Service, and we make no representation to the contrary.

The Service does not deliver Documents to recipients. It does not transmit through a Peppol Access Point, through national channels including electronic address networks, or to any tax authority. Sending an Output File to its recipient or to any authority is your action and your responsibility.

The Service does not perform bookkeeping. It does not create accounting entries, does not maintain ledgers, and does not prepare or file tax returns.

The Service is not an archive of accounting source documents. Statutory retention of your documents remains your obligation, and you must maintain your own records independently of the Service.

We do not represent that use of the Service makes you compliant with any e-invoicing mandate, tax obligation, or reporting requirement in any jurisdiction. Identifying your legal obligations, and meeting them, is your responsibility.

7. Output levels and thresholds

You select an Output Format for your Organisation. Each accepted Document carries the Output Format in force at the time of its upload; a subsequent change to the setting applies only to Documents uploaded after the change.

EN 16931 core means the generated XML instance conforms to the applicable XML schema and to the business rules of EN 16931. This is the default level.

Peppol BIS dispatchable means the instance additionally conforms to Peppol BIS rules. This level must be selected explicitly.

Reaching Peppol BIS dispatchable depends on data that is, as a rule, physically absent from a source document — in particular the electronic addresses of the parties and a buyer or order reference. The Service derives such data where it can, from registration identifiers and country or from values you configure. Where it cannot, the Document is escalated. We do not warrant that any Document will reach its Target Level.

Each processed Document is accompanied by a validation report stating the level actually reached and each rule that did not pass, identified by rule and by the business term concerned. Output Files other than the validation report are made available only where the Document reached at least EN 16931 core.

A Document outside the scope of EN 16931 — for example a cash receipt or a delivery note — receives a verdict of not applicable. This is a valid outcome of the Service and not a failure of it.

8. Roles of the parties by document direction

The allocation of legal roles differs by direction of the document, and the distinction is material.

Incoming Documents — an invoice issued to you or to a Served Company by a third party. The Extracted Data and the generated XML are a derived representation of the source document, produced for the purpose of structured import into an accounting system. They are not the legal original of the invoice. The authoritative version remains the source file, which we store and link to each record. The Service will not, under any configuration, transmit such XML to any network on behalf of the issuing supplier.

Outgoing Documents — an invoice you issue. You are the issuer. The generated XML is a representation of your own invoice. You are responsible for ensuring that the source document and the generated XML agree in substance; a discrepancy in amounts, tax treatment, or party details is your tax risk. Where a corrected source document is submitted for the same invoice, it replaces the existing artefact rather than creating a second invoice. The Service applies duplicate control within your Organisation on the combination of supplier registration identifier, invoice number, and invoice date.

9. Accuracy of Extracted Data and your duty to verify

Extraction is automated and uses machine learning models. It can produce errors, including in amounts, tax rates and categories, party details, dates, and line data. The Service records and displays, for each value, whether it was confirmed by a human or produced automatically.

You must verify the Extracted Data and the Output Files before relying on them — before entering them into accounting records, before using them in a tax return, before making or accepting a payment on their basis, and before sending them to any third party or authority.

We are not liable for accounting, tax, payment, or contractual consequences arising from your use of unverified output. Any statistics we publish about rates of automated processing describe past performance and are not a warranty in respect of your Documents.

10. Our access to your Documents

Delivery of the Service requires our personnel to access your Documents. Personnel acting in a supervisory capacity may view Documents in your Organisation and may correct Extracted Data as part of moderation; this is a component of the Service and not an exception to it. Personnel acting in a support capacity have read access only. All such actions are recorded in an audit log.

Access is limited to personnel who require it in order to deliver the Service and support it, each of whom is bound by obligations of confidentiality.

11. Acceptable use

You must not:

• upload content that you have no right to submit for processing;
• use the Service to process documents for a third party without authority to do so;
• attempt to circumvent Organisation isolation or to access data of another customer;
• probe, scan, or interfere with the security or availability of the Platform;
• use automated means to impose load beyond the limits set out in clause 12;
• resell or otherwise provide the Service to third parties, except as a service provider acting for your own Served Companies;
• use the Service in breach of applicable law, including export control and sanctions rules.

You must not upload special categories of personal data within the meaning of Article 9 of the General Data Protection Regulation, or personal data unrelated to the commercial content of an invoice. The Service is designed for commercial invoices and adjacent commercial documents.

We may suspend access without prior notice where continued use presents a security risk, a risk to other customers, or a breach of this clause.

12. Technical limits

The Service applies the following limits, which we may change on notice:

Processing capacity is shared and is rate-limited per Organisation. Where capacity is exhausted, the Service declines the request and indicates when it may be retried. Sustained throughput is not guaranteed.

13. Availability, technical faults, and changes to the Service

The Service is provided without a committed service level. We aim for continuous availability but do not warrant uninterrupted or error-free operation. We may carry out maintenance, including maintenance that suspends the Service, and will give advance notice where reasonably practicable.

Technical faults. Where processing of a Document fails for technical reasons, the fault is raised to our support automatically and the Document is withheld from your action queue while the cause is remediated; the Document is then reprocessed. We do not commit to a time for resolution. A Document affected by such a fault does not become chargeable until it completes, in accordance with clause 14.

Changes. We may modify, add, or withdraw features. Where a change materially reduces functionality that you use, we will give at least 30 days’ notice, and you may terminate under clause 22 without penalty.

Rule sets. The standards we validate against are published by third parties and change over time. Updating a rule set may change the verdict for Documents processed earlier. We record the version of the rule set applied to each Document.

14. Fees, prepaid balance, metering, and taxes

Fees. EUR 0.25 per Chargeable Document, which includes up to five invoice lines. Each invoice line in excess of five is charged at EUR 0.01. All amounts are exclusive of value added tax.

Payment models. The Service is provided on a prepaid balance by default, as described below. Payment against a monthly invoice is available only where we agree to it in writing in a separate order form, at our discretion and subject to our assessment of your creditworthiness; that model is described under Invoiced payment below.

Chargeable Document. A Document becomes chargeable when it reaches a final outcome, being either a completed processing result accompanied by a validation verdict, or a confirmation that the Document falls outside the scope of the standard. A Document is charged once, irrespective of how many processing runs, corrections, reviews, or re-validations it required.

A Document is not chargeable where:

• the file is rejected on upload for unsupported format or exceeded limit;
• the Document is confirmed to be a duplicate of a Document already submitted to your Organisation;
• you delete the Document before it reaches a final outcome;
• processing has not completed, including while a technical fault is being remediated under clause 13.

Where you delete a Document and submit the same invoice again in order to correct a defect in our processing, the second submission is not charged. Where the charge has already been taken, we credit the amount back to your balance. Identity of the invoice is determined by supplier registration identifier, invoice number, and invoice date.

Line counting. Invoice lines are counted from the canonical model of the final processing run, excluding lines that represent tax entries rather than supplied items.

Metering. We meter usage on the Platform and make the balance, each deduction, and the underlying counts visible to you in the interface. Our records form the basis for charging, save for manifest error.

Prepaid balance

Topping up. You pay in advance by adding funds to the balance of your Organisation using a payment card. The minimum top-up is EUR 25. Payments are processed by our payment provider, Stripe; we do not receive or store your full card details. We issue a document for each top-up at the time the payment is taken.

What the balance is. The balance is a prepayment on account of fees for the Service. It is denominated in euro and may be used only to pay for the Service. It is not a deposit, bears no interest, is not electronic money or a payment instrument, and cannot be transferred to another Organisation, assigned to a third party, or redeemed for anything other than the Service.

Deduction. We deduct the fee for a Document from the balance when the Document becomes chargeable under this clause. Where we have made an automatic top-up option available and you have enabled it, you authorise us to charge your card for the amount and at the threshold you configure, until you disable it.

Insufficient balance. Where your balance is insufficient to cover the expected fee, we may decline to accept further uploads until you top up. Where processing of a Document has already begun, we complete it and deduct the fee even if this brings the balance below zero, in which case you must restore the balance to zero or above before submitting further Documents. Output Files already produced remain accessible and exportable regardless of your balance; we do not withhold results that you have already paid for.

Expiry. Unused funds expire twelve months after the top-up that created them. We notify you before funds are due to expire.

Refund. On termination of these Terms you may request repayment of the unused balance in writing. We repay it to the original payment method within 30 days, less any amounts you owe us and less any funds that have already expired.

Failed and reversed payments. Where a payment is reversed, charged back, or otherwise fails after funds have been credited, we may deduct the corresponding amount from the balance, suspend the Service, and recover the amount together with any fee charged to us by the payment provider.

Invoiced payment

Where we have agreed in writing to invoice you, we invoice monthly in arrears in euro. Payment is due within 14 days of the invoice date by bank transfer. Overdue amounts bear interest at the statutory rate applicable under the law of the Republic of Cyprus. Where an invoice remains unpaid more than 30 days after its due date, we may suspend the Service after written notice. We may withdraw the invoiced arrangement on 30 days’ notice, after which the prepaid balance applies.

Taxes

Fees and top-up amounts are exclusive of value added tax and of any other applicable tax or duty.

Where you are a business established in a member state of the European Union other than Cyprus and you provide a value added tax identification number that we verify as valid, value added tax is accounted for by you under the reverse charge mechanism. In all other cases, value added tax is charged at the rate applicable in the Republic of Cyprus and is added to the amount you pay, so that the funds credited to your balance always equal the top-up amount exclusive of tax.

We verify your identification number before a payment is taken, because the amount payable depends on it. You are responsible for the accuracy and validity of the number you provide and must notify us without delay if it ceases to be valid. Where you supply no valid number, or where verification is unavailable at the time of payment, tax is charged and we do not retrospectively refund it.

Price changes. We may change fees on 30 days’ written notice. A change applies to Documents that become chargeable after it takes effect and does not alter deductions already made. If you do not accept a change, you may terminate under clause 22 before it takes effect and request repayment of the unused balance.

15. Your data, ownership, and model training

You retain all rights in the Documents you upload and in the Extracted Data and Output Files derived from them. You grant us a non-exclusive, worldwide, royalty-free licence to host, process, transmit to our subprocessors, and display that content, solely to the extent necessary to provide, support, secure, and invoice for the Service.

We do not use your Documents, Extracted Data, or Output Files to train machine learning models. Data submitted to our artificial intelligence subprocessor through its programming interface is not used by that subprocessor to train or improve its models, and logging of that data by the subprocessor is disabled.

We may use aggregated and de-identified statistics about processing — such as rates of automated completion and the frequency with which particular validation rules fail — in order to operate and improve the Service. Such statistics do not identify you, your Served Companies, your counterparties, or the content of any Document.

We retain all rights in the Platform and in its software, models, prompts, catalogues, and documentation. Nothing in these Terms transfers those rights to you.

16. Data protection

We process personal data contained in account and administrative records — names, email addresses, authentication events, and audit events — as controller. That processing is described in our Privacy Policy.

We process personal data contained in the Documents you upload as processor, acting on your instructions. Those instructions, the subprocessors we engage, the security measures we apply, and the terms required by Article 28 of the General Data Protection Regulation are set out in the Data Processing Agreement, which forms part of these Terms.

You are responsible for having a lawful basis for submitting Documents to us and for providing any information required to the individuals concerned.

17. Retention, deletion, and export

Deleting a Document or an Organisation places the record in a deleted state and removes it from the interface. Irreversible deletion of data from our databases and of files from object storage takes place on expiry of the retention period for deleted data, which is one year. Entries in the audit log that record actions taken on a Document are retained after that deletion, as a record of processing and for the establishment and defence of legal claims.

You may export your Extracted Data and Output Files through the interface at any time during the term and for 30 days after termination. Export is delivered in packages subject to the limit in clause 12.

Deletion of an Organisation is carried out by its owner and requires confirmation by entering the name of the Organisation. Deletion of a user account, and any request under data protection law, is handled on written request to privacy@bizalma.com.

18. Confidentiality

Each party will keep the other’s non-public information confidential, use it only for the purposes of these Terms, and protect it with no less care than it applies to its own confidential information of like importance. This obligation does not apply to information that is or becomes public through no breach of these Terms, that is independently developed without reference to the other party’s information, or that is required to be disclosed by law or by a competent authority. The obligation survives termination for three years. Your Documents are your confidential information and are additionally subject to clauses 15 to 17.

19. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms.

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all other warranties, whether express or implied, including any warranty of fitness for a particular purpose, of merchantability, and of non-infringement. In particular, we do not warrant that:

• extraction will be accurate or complete;
• any Document will reach its Target Level;
• any Output File will be accepted by a recipient, an access point, or an authority;
• use of the Service will satisfy any legal obligation applicable to you.

20. Limitation of liability

Neither party is liable for indirect, incidental, special, or consequential loss, for loss of profit, revenue, or anticipated savings, for loss of goodwill, or for loss of or corruption of data, however arising.

Our total aggregate liability arising out of or in connection with these Terms is limited to the greater of EUR 500 and the fees you paid to us in the twelve months preceding the event giving rise to the claim.

We are not liable for tax assessments, penalties, fines, or interest imposed on you, for the rejection of a document by a recipient or an authority, or for consequences of your use of unverified output contrary to clause 9.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for wilful misconduct.

21. Indemnity

You will indemnify us against claims brought by third parties, including your Served Companies, your counterparties, and supervisory authorities, arising from your submission of Documents that you had no right to submit, from your breach of clause 11, or from your use of Output Files contrary to clause 6 or clause 8.

22. Term and termination

These Terms apply from your acceptance until terminated.

Either party may terminate for convenience on 30 days’ written notice. Either party may terminate immediately on the other party’s material breach that is not cured within 30 days of written notice, or on the other party’s insolvency, liquidation, or equivalent proceedings.

We may suspend or terminate immediately for non-payment under clause 14 or for breach of clause 11.

On termination your right to use the Service ends, fees for Documents already chargeable are deducted from your balance or become payable under an invoiced arrangement, the unused balance is repayable on request under clause 14, the export window in clause 17 applies, and your data is deleted in accordance with clause 17. Clauses 15, 18, 19, 20, 21, and 24 survive termination.

23. Changes to these Terms

We may amend these Terms. We will publish the amended version with a new version number and effective date and, where the change is material, notify you at least 30 days before it takes effect. Continued use of the Service after the effective date constitutes acceptance of the amended Terms. If you do not accept a material change, you may terminate before it takes effect.

24. Governing law and disputes

These Terms are governed by the laws of the Republic of Cyprus, without regard to its conflict of law rules. The courts of Limassol, Republic of Cyprus have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, save that either party may seek injunctive relief before any competent court in order to protect its confidential information or intellectual property.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25. General

These Terms, together with the Privacy Policy and the Data Processing Agreement, constitute the entire agreement between the parties in respect of the Service and supersede all prior discussions and representations. Where a separate signed agreement or order form exists between the parties, it prevails over these Terms to the extent of any conflict.

You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, reorganisation, or sale of business.

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control. Failure or delay in enforcing a provision is not a waiver of it. If a provision is held unenforceable, the remainder of these Terms remains in force and the provision is modified to the minimum extent necessary to make it enforceable.

Language. The English version of these Terms is the binding version. Any translation is provided for convenience only; in the event of any discrepancy, the English version prevails.