Duebird Terms of Use

1Agreement and eligible customers

1.1You means the business or other organization identified in an accepted order, including a sole proprietor acting for business purposes. You accept these Terms by affirmatively accepting them at signup or checkout, signing an order incorporating them, or another recorded acceptance process. The person accepting represents that they have authority to bind that customer. Authorized users must be at least 18 and use the service for the customer's business. The service is offered to customers established in Canada or the United States, for business use rather than personal, family or household use.

1.2Your order includes the offer, checkout or other written document you accept specifying the plan, term, fees, limits and any special conditions. A separately signed agreement prevails over these Terms to the extent of a conflict. An order changes these Terms only where it expressly identifies the change. Schedule 1 controls processing of Customer Personal Information. The Privacy Policy explains our personal information practices; it is not a substitute for required consent or a licence to disregard the processing limits in these Terms.

1.3A person receiving an invoice, accepting a quote or signing a customer's document is not thereby subscribing to Duebird or agreeing to pay Finofo's subscription fees. Their transaction is with the business identified in that document. Separate electronic records notices and any applicable page terms must be presented to them where required. These subscription Terms bind such a person only if they separately agree to them in an authorized capacity.

2Accounts access and permissions

2.1You are responsible for accurate account and organization details, authorized users, role assignments, approval settings, secure credentials and API tokens, and timely removal of access when a person leaves. Each organization must represent a legal entity you are authorized to manage. Do not share individual login credentials. Notify us promptly of suspected compromise. You are responsible for use you authorize or that results from your failure to meet these duties, but not for a security failure attributable to us.

2.2Workspace and organization administrators manage membership, access and settings. Information placed in shared records, documents, proposals and mail exchanges can be available to other authorized users. Some views and drafts may be restricted to an individual user; do not treat a business account as a personal confidential archive. Ask an administrator before submitting information that should not be visible to the organization's authorized personnel.

3What Duebird provides

3.1Depending on enabled features and your order, Duebird receives business evidence through uploads, inbound email and authorized Gmail connections; extracts information; assists with customer, order and billing records; prepares invoices, credit notes, quotes and contracts; supports electronic acceptance and signatures; manages billing schedules; records payments and allocations; drafts customer correspondence; and exchanges supported records with connected accounting systems. Email features support AR teams, account managers and salespeople managing receivables, post-sales processes, customer relationships and contract renewals. Features and integrations require appropriate configuration, permissions and third-party availability. A named or demonstrated integration is not included unless actually enabled or expressly committed in your order.

3.2Duebird provides billing and accounts receivable software. These Terms do not provide banking, money transmission, escrow, debt collection agency, legal, accounting or tax advisory services. Recording a payment, allocation or refund does not move money or establish that a bank transfer settled. Customer payment instructions and external payment links do not make Finofo a party to the underlying transaction or a custodian of its funds. Any separately offered Finofo financial services require their own applicable agreement. Fees paid to Finofo for Duebird subscriptions are separate from money your customers owe you.

3.3Your accounting system remains your accounting system of record. You must reconcile balances, tax treatment, duplicates, posting results and external payment activity. Retain required business records independently. The service is not a guaranteed statutory archive or a substitute for your accountant's or lawyer's review.

4AI automation and review

4.1Duebird uses Google AI models through Vertex AI to read documents and authorized email, classify incoming information, search relevant customer and business context, suggest allocations and produce summaries, proposed changes and draft communications. Drafting can support collections, post-sales coordination, customer relationship management and contract renewals. Inputs can include documents, relevant email text and attachments, customer information, prior correspondence and other workspace records relevant to the task. AI can omit material, misread a document, infer an incorrect match or produce inaccurate output. Similar outputs may be generated for other users.

4.2Some draft work can happen automatically within the configured workflow, including recording purchase orders, preparing orders or draft invoices, calculating draft taxes and generating scheduled draft work. Other actions require an authorized person's decision, including approving, signing and posting through the accounting integration. Email integration currently supports Gmail and Google Workspace Gmail accounts. AI prepares email drafts; an authorized person must review and click Send for each message. Enabling the connection does not authorize autonomous email sending. Accepting another proposal can authorize the action described in that proposal. These controls do not remove your duty to review the actual action, recipients, attachments and financial effect. We will not treat instructions embedded in third-party documents or messages as authorization from you.

4.3You must check source material, document completeness, customer identity, quantities, prices, dates, payment instructions, tax calculations and permissions before relying on output or authorizing a consequential action. Processing limits can mean only part of a document is read. A complete-looking result is not proof that every page, row or attachment was processed. Monitor warnings and failed or paused automation. We do not guarantee error-free extraction, delivery, debt recovery, payment timing or financial outcomes.

4.4We do not use Customer Content to train or fine-tune AI models, and we do not permit our AI provider to use it for model training. Using content as context to answer your request, perform retrieval or carry out a workflow is processing to provide the service, not permission to train a model. Limited provider retention for operating, securing or lawfully administering the service may still occur under our provider agreements; no zero-retention commitment is made by the no-training rule.

5Taxes communications and electronic documents

5.1Tax calculations and registration-threshold indicators are assistance based on available information, not tax advice, tax filing or a determination that you are properly registered. You are responsible for jurisdictions, registrations, product classifications, exemptions, rates, source information and legally required invoice disclosures. The documented built-in tax capability covers Canada and US state taxes; US local taxes are not included. Verify current feature coverage before relying on it and arrange any unsupported calculation yourself.

5.2You are responsible for lawful collection communications, recipient selection, amounts, supporting documents, representations and required consent or notices. Do not send deceptive, threatening, harassing or unlawful messages, or use the service for unsolicited bulk marketing. Automated drafting does not establish permission to send. Messages may be delayed, rejected or filtered by recipients or providers. Check delivery results and do not rely solely on an in-app status for time-critical notices.

5.3For quotes and contracts you create, you are responsible for document wording, authority of signers, identity verification appropriate to the transaction, consent to electronic records and signatures, required delivery and retention, and whether the transaction is eligible for electronic execution. A signing link may function as an access credential; protect it and use delegation only as authorized. A typed or drawn mark, activity record or technical seal is not a guarantee of identity, enforceability, notarization or certification. Technical sealing depends on the configured service. We are not a party to your customer contracts and do not provide legal advice by supplying templates or drafting assistance.

6Subscription fees renewal and cancellation

6.1Your accepted order must state the fee, currency, applicable usage limits, taxes, billing frequency and whether renewal is automatic before you authorize payment. Unless the order expressly says otherwise, monthly plans are prepaid for successive one-month terms and annual plans are prepaid for successive one-year terms. Annual service billed in instalments remains a one-year commitment only if the order clearly states that commitment and its instalment obligations. No free trial or refund promise exists unless stated in the offer.

6.2If you expressly agree to automatic renewal, your subscription renews for the same monthly or annual term unless you cancel renewal before the next term starts. You may submit that cancellation at any time. It takes effect at the end of the current paid term, and access continues until then unless suspension or lawful earlier termination applies. There is no partial-period cancellation, downgrade credit or refund for unused time except as provided in the offer or required by law. We do not require you to wait until the renewal date to request cancellation.

6.3Use the cancellation control made available with your subscription or contact [email protected] from an authorized account address. We will provide a written acknowledgment and the effective end date. Where law requires an online or other specific cancellation method, we will provide it. A timely request stops the next renewal even if our processing finishes later. Deleting an app, disconnecting an ERP or ceasing to use the service does not itself cancel billing.

6.4You authorize the disclosed recurring charges to your selected payment method only to the extent you have consented to them. We will provide legally required confirmations, reminders and renewal notices. Price increases apply no earlier than a later renewal term after at least 30 days' notice, or a longer notice required by law, giving you an opportunity to stop renewal. Added paid features, upgrades or usage fees must be authorized under the order; they do not arise solely because a feature becomes available.

6.5Subscription fees are nonrefundable except where your offer expressly allows a refund or applicable law requires one. Where a discretionary refund is available under the offer, the refund is reduced by actual, nonrecoverable payment-processing costs attributable to the refunded transaction, to the extent that deduction was disclosed in the offer and is legally permitted. We will identify the deduction; it will not exceed the refund. We will not deduct it from a legally required full refund, an amount we charged without authorization or in error, or an offer that expressly promises a full refund without that deduction. No separate administrative penalty is implied.

6.6Fees exclude taxes unless stated otherwise. You are responsible for taxes on your purchase other than taxes on Finofo's net income. Keep payment details current. If payment fails, we may retry through the agreed processor and notify you. We may suspend for an undisputed overdue amount after written notice and at least seven days to resolve it, unless an immediate fraud or legal risk requires earlier action. Raise billing disputes promptly; nothing here limits nonwaivable dispute or payment rights.

7Customer Content and intellectual property

7.1Customer Content means your and your users' uploaded or connected documents, messages, records, instructions and other content, and the customer-specific drafts and records produced from it. You and your licensors retain your rights in that content. To the extent we have assignable rights in customer-specific output, we assign them to you, excluding the underlying service, templates, general tools and third-party material. AI output may not be unique or independently protectable, and third-party rights still apply.

7.2You grant Finofo and its authorized service providers a limited right to host, copy, transmit, extract, analyze, transform, display and otherwise process Customer Content only to provide, secure and support the service, follow your lawful instructions and meet legal obligations. This is not permission to sell your content, use it for advertising or train models. Customer Content remains confidential under Section 10. We may use operational usage statistics to maintain and improve the service without retaining identifiable customer content in cross-customer datasets. Information treated as anonymous must not reasonably identify a person or customer and must not be re-identified.

7.3You must have the rights and legal authority to submit content, connect accounts, instruct processing and send information to your recipients. Give required privacy notices and obtain any required consents, including for audio recordings and personal information about employees, contacts and signers. Do not upload payment card security codes, online banking passwords, government identity documents or highly sensitive regulated information unless a separate written agreement expressly supports it. Ordinary business bank payment instructions and tax details relevant to billing may be used where lawful.

7.4Finofo and its licensors retain all rights in Duebird, including its software, interfaces, general templates, methods, documentation, branding and other service technology. Customer Content remains governed by Sections 7.1 and 7.2. During your subscription term, subject to these Terms and your order, Finofo grants you a limited, nonexclusive, nontransferable right to access and use Duebird for your internal business purposes. These Terms do not transfer ownership of Duebird or its underlying technology to you. Optional nonconfidential feedback may be used to improve the service without payment; this does not transfer ownership of Customer Content or override confidentiality or privacy duties.

8Acceptable use and third party connections

8.1Do not misuse the service to violate law or others' rights, distribute malware, steal credentials, bypass access or approval controls, access another organization's records without permission, disrupt the service, impersonate another person, falsify business or signature records, or send abusive or unlawful communications. Do not reverse engineer or resell the service except to the extent a restriction is prohibited by law or we expressly authorize it. Automated access must use permitted interfaces within stated limits. Contact us to arrange security testing before testing systems you do not control.

8.2Enabling a supported accounting connection, a Gmail connection, or an available Google or Microsoft sign-in authorizes the data exchange described in its consent screens and feature settings. Microsoft sign-in does not authorize access to an Outlook or Microsoft 365 mailbox. You must be entitled to grant the relevant access and comply with the provider's applicable terms. Disconnection stops future authorized access but does not necessarily delete information already received or undo records already written to the external system; the Privacy Policy describes the specific Gmail deletion rules. Provider outages, permission changes and API limits can affect features. Finofo remains responsible for its own processing and contractual duties; third-party involvement does not excuse those duties.

9Availability suspension and end of service

9.1We will use reasonable care and skill to provide the purchased service. No uptime guarantee, recovery objective, security certification or specific support response time applies unless your order expressly provides one. We may maintain or improve the service and change features, but will not materially reduce paid core functionality during a committed term without an agreed solution or a remedy required by law or your order. Beta features are identified as such and may change or end; do not use them as the sole control for critical work.

9.2We may suspend affected access to address a security incident, unlawful use, a material breach or an undisputed payment default under Section 6. Suspension must be reasonably limited to the risk. Where practicable and lawful, we will give notice, explain the issue and allow a reasonable opportunity to resolve it. You may terminate for our material breach not cured within 30 days after detailed written notice; we may terminate for your material breach on the same basis. Immediate action is permitted for an incurable material breach or where legally required. Ordinary cancellation is governed by Section 6; termination does not remove accrued payment duties or mandatory remedies.

9.3Unless you request earlier deletion and lawful retention does not require otherwise, you have 30 days after subscription expiry or termination to request return or export of Customer Content through [email protected]. Available document downloads may be used during access; general bulk self-service export is not promised. We will arrange an export in a reasonably usable format without conditioning it on payment of a disputed bill. Ordinary export assistance is included; a separate paid migration project requires your approval. An access suspension may restrict login, but does not eliminate a lawful export request.

9.4We will delete Customer Content from active production systems within 30 days after that export window closes, and expire remaining backup copies within 90 days after active deletion, unless an earlier valid instruction or a lawful retention requirement applies. Retained legal, security or transaction records are limited to what is needed, protected and not used for unrelated purposes. We will reapply deletion restrictions after a backup restoration. Copies already delivered to your recipients or external systems remain subject to their control and legal duties. The Privacy Policy explains additional retention for account and administrative records.

10Confidentiality privacy and security

10.1Each party will protect the other's nonpublic business, technical and financial information, including Customer Content, use it only for the agreement and lawful purposes, and share it only with people who need it and are bound by appropriate confidentiality duties. Exceptions are information independently developed, already lawfully known without restriction, publicly available without breach, or lawfully received from an unrestricted third party. Compelled disclosure is permitted with advance notice where lawful and reasonable. Protection continues for five years after the agreement ends, and for trade secrets while protected and personal information while retained.

10.2Finofo will implement safeguards appropriate to the nature and sensitivity of personal information and comply with Schedule 1. No method is perfectly secure. You are responsible for your own devices, authorized account settings, recipient selection and lawful instructions. We remain responsible for failures in safeguards and processing for which we are accountable under the agreement and applicable law. Report suspected security or privacy incidents to [email protected].

11Disclaimers claims and liability

11.1Except for express commitments in this agreement and rights that cannot be excluded, the service and AI output are provided as available without warranties of uninterrupted operation, perfect accuracy, fitness for a particular purpose or guaranteed financial or legal results. This does not negate our reasonable-care commitment or duties under Schedule 1. We do not guarantee that your invoices, contracts, tax positions or collection activity comply with every applicable requirement.

11.2Subject to Section 11.4, neither party is liable to the other for indirect, consequential, special or punitive damages, or lost anticipated profit or business opportunity, arising from this agreement. Each party's total aggregate liability arising from the agreement is limited to the greater of CAD 1,000 and the fees paid or payable for the affected service in the 12 months before the first event giving rise to the claim. Related events are treated together; repeated claims do not multiply the cap. The cap applies to indemnities except where Section 11.4 provides otherwise.

11.3You will defend and indemnify Finofo against third-party claims caused by content you supplied without the necessary rights, your unlawful instructions or your deliberate misuse, except to the extent caused by Finofo's breach. Finofo will defend and indemnify you against third-party claims that the service as supplied and used as authorized infringes a Canadian or US intellectual property right, excluding claims caused by unauthorized modifications or combinations where the claim would not otherwise arise. The protected party must give prompt notice and reasonable cooperation. The defending party controls the defence, but cannot admit fault or impose payment or nonmonetary duties on the protected party without consent. Late notice reduces protection only to the extent the defence is prejudiced.

11.4The cap and exclusions do not limit unpaid agreed fees, fraud, wilful misconduct, deliberate misappropriation of the other's intellectual property, or liability that law does not permit to be excluded or limited. They do not restrict a person's statutory privacy rights or a regulator's powers. Ordinary confidentiality, privacy, security and infringement claims otherwise remain subject to the cap between the contracting parties. Applicable mandatory consumer or other statutory rights prevail even if a user has been categorized incorrectly as a business customer.

12Changes business transfers and legal notices

12.1We will notify the account administrator of material changes to these Terms at least 30 days before they take effect, except changes needed sooner to comply with law or address a material security risk. Material commercial changes ordinarily take effect at the next renewal unless you expressly accept them earlier. Changes do not retroactively alter a dispute already arisen. Continued use alone is not treated as consent where fresh express consent is required. Privacy changes follow the Privacy Policy and applicable law.

12.2Finofo may assign this agreement in connection with a merger, corporate reorganization or sale of the business to which it relates, provided the successor assumes the applicable obligations. Any transfer of Customer Content must preserve the contractual protections applicable to it and comply with law, required notices and consents, and applicable provider restrictions. Information received from Google APIs remains subject to the Google API Services User Data Policy, including its Limited Use requirements and any required explicit prior user consent for a business transfer. An assignment does not remove accrued customer rights or obligations. Finofo remains responsible for obligations it has not validly transferred or been released from.

12.3Alberta law and applicable federal Canadian law govern, subject to mandatory laws that apply despite that choice. The courts in Calgary, Alberta have jurisdiction except where mandatory law gives you a different forum. The parties may first try to resolve a dispute in good faith, but this is not a mandatory arbitration agreement, class-action waiver or restriction on contacting a regulator.

12.4You may not transfer your subscription without our consent, not to be unreasonably withheld in a legitimate business reorganization if security and payment requirements are met. Any transfer by us must comply with Section 12.2 and applicable law. If a provision is unenforceable, the rest remains effective. A failure to enforce is not a continuing waiver. These Terms, your order and any expressly incorporated schedules form the agreement for the service. Accrued payment, ownership, confidentiality, permitted retention, liability and dispute provisions survive as needed for their purpose.

12.5Legal and contractual notices to Finofo Inc. must be sent to [email protected] or to 700 2nd Street SW, Suite 2320, Calgary, Alberta T2P 2W2, Canada, Attention Legal. Privacy requests and concerns should be sent to [email protected], Attention Privacy Officer. We send contractual notices to your account administrator's current email or through an agreed written channel; required statutory notices must use the method the law requires.

Schedule 1Customer personal information processing

S1.1This Schedule applies when Finofo processes personal information within Customer Content on your behalf. You decide the business purposes and lawful instructions for that information; Finofo acts as your service provider or processor to the extent those roles apply. Finofo separately determines necessary purposes for its own account administration, subscription billing, security and legal records as described in the Privacy Policy. A label here does not displace a role imposed by law.

S1.2Processing includes receiving, hosting, extracting, indexing, searching, transforming, generating and displaying content; performing authorized billing, post-sales account management, customer relationship, contract renewal, correspondence, signing and accounting workflows; maintaining service records; and returning or deleting data. Data subjects may include your users, personnel, customers, suppliers, contacts and signers. Data may include business contact details, correspondence, invoice and payment records, bank payment instructions, contracts, signature marks and events, photos, audio, extracted text and AI-generated information. Processing lasts for the subscription and the limited return, deletion and lawful retention periods in these Terms.

S1.3We process this information only to provide the service under documented instructions, secure it, support you or comply with law. We do not sell it, use it for targeted advertising or model training, or combine it with another customer's content for an independent commercial purpose. We will notify you if an instruction appears unlawful and may pause the affected processing while it is resolved. A customer's instruction cannot require a breach of law or a provider restriction necessary for lawful operation.

S1.4Finofo will restrict access to authorized personnel, impose confidentiality duties, use reasonable technical and organizational safeguards and maintain an incident response process. Personnel access to production Customer Content is restricted to Canada and the United States. Finofo will notify your designated contact without undue delay after confirming a personal information breach affecting your Customer Content, provide available information in stages, and reasonably assist with investigation and required notices. The fact of notice is not an admission of liability, and neither party may delay a notice it is legally required to make.

S1.5You authorize Google Cloud for infrastructure, storage and database services; Google Vertex AI for AI processing; and Resend for enabled email delivery and receipt. Finofo's employees and contractors may process Customer Personal Information only as authorized under this Schedule and the applicable access restrictions. Connected accounting and identity or mailbox providers exchange information at your direction and may have independent obligations under your relationship with them. The Privacy Policy identifies relevant categories and locations. Finofo must bind its subprocessors to appropriate protections and remains responsible for performance of its own obligations when it delegates work. Information received from Google APIs is also subject to the Limited Use restrictions described in the Privacy Policy.

S1.6Finofo will provide advance notice of a material new subprocessor for Customer Personal Information and a reasonable opportunity to raise a substantiated data-protection objection before the new processing, except an urgent security replacement requiring prompt subsequent notice. The parties will work in good faith on a reasonable alternative. If no compliant alternative is possible, either may terminate the affected service; refunds follow the offer and mandatory law. A new provider may not override the no-training or purpose restrictions. International processing must comply with applicable law and any required transfer safeguards; no Canada-only residency commitment is implied.

S1.7We will reasonably assist with access, correction, deletion and other applicable individual requests, relevant privacy inquiries and lawful impact assessments, taking account of our role and the information available. We will route requests relating to your records to you where appropriate and will not ignore our own legal duties. On reasonable request, we will provide available information about safeguards and compliance under confidentiality protections. If that is insufficient for a material issue, the parties will arrange a proportionate review protecting other customers and security-sensitive information; independent audit costs and scope must be reasonable and agreed, except where law requires otherwise.

S1.8Return, deletion, provider copies and backups follow Section 9. We will instruct relevant processors to apply corresponding restrictions and can confirm completion on reasonable request, identifying any lawful retention exception. Additional state-law service-provider or other mandatory processing terms apply where required and must be documented if this Schedule does not sufficiently address a customer's applicable requirements. This Schedule does not claim to provide EU or UK transfer clauses or support otherwise prohibited regulated data.