ATB Invoicing Terms and Conditions

1. Interpretation

The terms of these Terms and Conditions are supplemental to those in the Account Agreement and along with the terms in the Account Agreement these Terms and Conditions govern the User's use of the ATB Invoicing. All capitalized terms used in these Terms and Conditions but not defined herein shall have the meaning set forth in the Account Agreement. The terms of these Terms and Conditions will control over any conflicting terms in the Account Agreement; otherwise, all terms and conditions of the Account Agreement remain in full force and effect.

2. Service Description

The ATB Invoicing provided may include, but are not limited to, the following, subject to availability and modification from time to time by ATB Financial: (a) accounts receivable invoice or credit entry, invoice edit, search, cancellation, and marking uncollectible; (b) customer entry, lists, search, invoice templates, invoice creation, invoice sending, and account entry edit; (c) payment processing, tracking, cheque, and cash; (d) dashboards; reporting; projections; (e) preparation and delivery of fee quotes and estimates; and (f) any other account management related functions or reports.

3. Input Data

The ATB Invoicing are performed based on information provided by User. Inaccurate information provided by User will result in inaccurate reporting, billed amounts, and the failure of other functions within the ATB Invoicing. It is User's sole responsibility to provide complete and accurate information, and ATB Financial will have no responsibility or liability in connection with errors or omissions in the ATB Invoicing which result from User's failure to provide complete or accurate information.

4. Estimates & Invoices

Generation. User will enter all data accurately and make all appropriate selections with respect to the fee estimate and invoice creation process as prompted through ATB Invoicing. ATB Invoicing will use such data to generate a fee estimate or invoice, as applicable, which may be sent through ATB Invoicing. ATB Financial may incorporate or display User's name, contact information, logo, or other trademarks of User on the fee estimate or invoice, in addition to ATB Financial's information and/or marks. ATB Financial may, in its sole discretion, include on the information indicating the fee estimate or invoice was prepared by ATB Financial using ATB Invoicing. Such invoices may, at ATB Financial's sole discretion, designate payment options or methods using ATB Financial's other services, and if so, the terms and conditions applicable to such additional services will apply.
Verification. Prior to submitting any fee estimate or invoice, User will perform a detailed review of the fee estimate or invoice and correct any errors or omissions.
Representation and Warranty. User represents and warrants that, at the time of submission of an invoice through ATB Invoicing, such invoice accurately reflects an amount due from the recipient as the result of a bona fide transaction performed in accordance with applicable law.
Sending. ATB Financial will send, electronically, the fee estimate or invoice to the recipient entered or selected by User. ATB Financial will not be responsible or liable for, and User assumes full responsibility and liability for, any failure to deliver a fee estimate or invoice due to: (i) an incorrect name, phone number, or email address provided by User; (ii) email filters (including but not limited to spam filters) which block or reject the delivery of any electronic fee estimate or invoice; (iii) any ISP's failure to properly route the fee estimate or invoice; (iv) the failure of any carrier to deliver the fee estimate or invoice; or (v) any non-receipt or delayed receipt or receipt with errors or corrupted data or receipt in a format not acceptable to a customer of the User. ATB Financial reserves the right to restrict the ability to send fee estimate or invoices to recipients located in certain geographic areas, such as Alberta or Canada.
Payment. ATB Financial makes no representation or warranty with regard to the ability or likelihood of collection, and ATB Financial will have no obligation to perform any collection efforts on User's behalf. ATB Invoicing is an administrative aid, not a tax, accounting, or legal collection service. User is solely responsible for monitoring the receipt of customer payments, monitoring the customer/accounts receivable aging reports, properly inputting any payments received outside ATB Invoicing, collecting any amounts owed from the recipient, and writing off amounts determined uncollectible.

5. Verification

User will review all information and data entered into or generated by ATB Invoicing, including but not limited to fee estimates, invoices, customer balances, customer aging, vendor lists, customer lists, reconciliations, and transaction information for each calendar month within fifteen days of the close of such calendar month. If any error is identified that relates to a particular month, within thirty (30) days of the end of such month User will either: (a) manually correct such error through the edit functions in ATB Invoicing; or (b) provide written notice to ATB Invoicing of any error which cannot be manually corrected through the edit functions in ATB Invoicing. ATB Financial will have no liability or responsibility with respect to any error which relates to any month and is not reported in writing within thirty (30) days of the end of such month.

6. Mandatory Components and Usage Requirements

You will install and use any mandatory components, such as widgets or software extensions, as may be required by ATB Financial in order to access or use ATB Invoicing. These components may be necessary for regulatory compliance, authentication, or service functionality, and may be updated from time to time. A User may be required to agree to additional terms and conditions regarding such components from time to time.

7. Your Information

You represent and warrant that You have obtained, or will obtain, all lawfully required or advisable consents, authorizations, and/or rights from your customers and any other individuals or entities (after being sufficiently informed) whose personal information ("Personal Information") is disclosed to ATB Financial in connection with the ATB Invoicing, as necessary or legally required for ATB Financial to provide the ATB Invoicing in compliance with all applicable laws. These consents and/or authorizations include, without limitation, (i) consent to the collection, use, processing and disclosure of Personal Information for invoicing, payment facilitation, tax compliance, and regulatory purposes; and (ii) consents or authorizations for all other rights necessary or advisable to permit ATB Financial to lawfully provide the ATB Invoicing services. You further represent that You have the authority to collect, obtain, use, process and disclose such information and grant such rights in compliance with all applicable laws, and that all disclosures and authorizations comply with applicable laws. The collection, use, processing and disclosure of Personal Information by ATB Financial is governed by ATB Financial's Privacy Statement, available at: https://www.atb.com/company/privacy-and-security/privacy-code/.

You are responsible for maintaining the confidentiality and security of any username and password credentials issued to You for accessing the ATB Invoicing. You agree to notify ATB Financial immediately upon becoming aware of any unauthorized use of Your credentials or any other breach of security. You are liable for all activities conducted under Your credentials, whether authorized by You or not, and You agree to defend, indemnify and hold the Indemnitees harmless from and against any losses arising from such use.

8. Disclaimers

In addition to any disclaimers set forth in the Account Agreement, ATB Financial make no representation or warranty that the ATB Invoicing will perform accounting procedures or generate reports or information that adhere to any defined accounting standards. ATB Financial will not review or evaluate the legitimacy of any customers loaded into ATB Invoicing, and User is solely responsible for identifying fake, fraudulent, or terminated customers and instituting sufficient internal controls to prevent theft, losses, or fraud resulting from any customers loaded into the ATB Invoicing. You acknowledge and agree that You remain solely responsible for Your compliance with all applicable tax laws, and regulatory obligations, including, without limitation, "know your business" and "know your client". ATB Financial does not warrant or represent that the ATB Invoicing ensure Your legal compliance.

9. Suspension & Termination Rights and Obligations

Upon suspension or termination of the ATB Invoicing or these Terms and Conditions, You acknowledge and agree that You shall immediately assume sole responsibility for all of Your third-party invoicing and payment obligations, including, all matters previously handled through the ATB Invoicing.

10. Customer Support

For support inquiries related to the ATB Invoicing, You should contact ATB Financial. The primary contact for support may change, and ATB Financial will update its support channels and instructions accordingly.

11. Data Usage for Service Improvement

You acknowledge and agree that certain usage data, comments, and feedback related to Your use of the ATB Invoicing may be used by ATB Financial to make improvements to its technology, products, and services.

12. No Professional Advice

YOU ACKNOWLEDGE AND AGREE THAT ATB FINANCIAL ARE PROVIDING INVOICING SERVICES AND ARE NOT PROVIDING TAX, ACCOUNTING, FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVICE. THE INFORMATION AND TOOLS PROVIDED THROUGH THE ATB INVOICING ARE NOT INTENDED TO REPLACE OR SERVE AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING INDEPENDENT PROFESSIONAL ADVICE REGARDING YOUR SPECIFIC ACCOUNTING, TAX, LEGAL AND OTHER RELATED OBLIGATIONS. YOU HAVE NOT RELIED ON ANY INFORMATION PROVIDED BY ATB FINANCIAL IN LIEU OF PROFESSIONAL ADVICE.

13. Limitation of Liability & Disclaimer

To the maximum extent permitted by law, ATB Financial shall not be liable to You or any customers for any special, indirect, incidental, consequential, or punitive damages arising out of any matter under these Terms and Conditions, including without limitation, the use of the ATB Invoicing, loss of profits, loss of revenue, or loss of data, however caused and under any theory of liability (including breach of contract, tort (including negligence), or strict liability), even if advised of the possibility of such damages. To the maximum extent permitted by law, in no event shall ATB Financial's total liability to You or any customers exceed the total fees received by ATB Financial under the Account Agreement in the six months immediately preceding the date the cause of action first arose.

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAWS, THE PRODUCTS AND SERVICES PROVIDED BY ATB FINANCIAL ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND ATB FINANCIAL HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THESE TERMS AND CONDITIONS, AND ATB FINANCIAL SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS AND CONDITIONS, ATB FINANCIAL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE PRODUCTS OR SERVICES, OR RESULTS OF THE USE THEREOF, WILL (A) MEET (AS APPLICABLE) ANY USERS OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS; (B) OPERATE ERROR-FREE OR WITHOUT INTERRUPTION; (C) ACHIEVE ANY INTENDED RESULT; (D) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR (E) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

ATB Financial exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity to the ATB Invoicing. You agree that the Internet is inherently risky, and You assume responsibility for Your access to and use of the ATB Invoicing over the Internet.

14. Indemnification

You shall defend, indemnify and hold harmless ATB Financial and its officers, directors, employees, representatives, agents, service providers from and against any Claims, losses or damages arising out of or related to acts or omissions of the User, including without limitation: a breach of these Terms and Conditions; errors or omissions in data provided by You; Your regulatory non-compliance; or claims by third parties related to invoicing resulting from Your actions or omissions.

15. Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada, as applicable therein. The courts of the Province of Alberta will have exclusive jurisdiction to entertain any action arising under these Terms and Conditions, and the parties hereby irrevocably and exclusively attorn to the jurisdiction of those courts.

16. Restrictions on Use

You agree that You shall not, at any time, directly or indirectly, in whole or in part:

Copy, modify, or create derivative works of the ATB Invoicing, including without limitation, any API or ATB Financial confidential information;
Rent, lease, lend, sell, sublicense, distribute, publish, transfer, or otherwise make available the ATB Invoicing, including without limitation, any API or ATB Financial confidential information;
Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to create or derive the source code underlying the ATB Invoicing, including without limitation, any API, or ATB Financial confidential information;
Remove any proprietary notices from the ATB Invoicing, including without limitation, any API, or ATB Financial confidential information;
Use the ATB Invoicing, including without limitation, any API, or ATB Financial confidential information to build a similar or competitive product or service; or
Use the ATB Invoicing, including without limitation, any API, or ATB Financial confidential information in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of any person or that violates any applicable law.

17. Force Majeure

If the performance of any obligation hereunder, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a party's reasonable control, including acts of God, labor strikes and other labor disturbances, power surges or failures, Internet connectivity, or the act or omission of any third party (each, a "Force Majeure Event"), the affected party shall be excused from such performance to the extent necessary.

18. Survival

Those provisions which, by their nature ought reasonably to survive the expiration or termination of these Terms and Conditions will survive, including, without limitation, Sections 1, 7, 8, 11, 14, 15, 16, 18 to 23 (inclusive) and the terms in the Account Agreement that are intended to survive.

19. Rights and Remedies

Except as specifically provided in these Terms and Conditions, the rights and remedies provided in these Terms and Conditions and at law are, to the extent permitted by law, cumulative and not exclusive.

20. Severability; Waiver

If any provision of these Terms and Conditions is found to be illegal, void or unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of the Agreement shall remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.

21. Authority to Bind

The individual executing or agreeing to these ATB Invoicing Terms and Conditions on behalf of the User represents and warrants that they have the full authority to bind the User to these Terms and Conditions.

22. Assignment

You are not permitted to assign any rights and obligations under these Terms and Conditions without the consent of ATB Financial, which consent shall not be unreasonably withheld, delayed or conditioned.

23. Modification of Services and Terms

ATB Financial reserves the right, at its sole discretion, to modify or make changes to the ATB Invoicing at any time, including, without limitation, the services, and/or to these Terms and Conditions at any time. Such modifications or changes will be communicated to You through written notice, which may include, without limitation, electronic communication. Your sole and exclusive remedy, if You do not agree with any such modification or change, is to terminate Your use of the ATB Invoicing using the ATB Invoicing application. Continued use of the ATB Invoicing after You have been notified of any such modifications or changes constitutes Your agreement to the changed ATB Invoicing and the revised Terms and Conditions.