1. Agreement
These Terms of Service (“Terms”) govern access to and use of Soldofi’s websites, applications, APIs, integrations and related services (“Services”).
The Services are provided by SOLDOFI SOLUTIONS PRIVATE LIMITED (“Soldofi”, “we”, “us” or “our”).
By entering into an order, subscription or other agreement incorporating these Terms, or by accessing the Services where these Terms are presented as governing such access, the customer (“Customer”) agrees to these Terms.
If you use Soldofi on behalf of an organisation, you represent that you have authority to act on its behalf.
2. Services
Soldofi provides software for business finance and accounting workflows.
Features may include:
- supplier management
- supplier onboarding
- invoice processing
- invoice capture and extraction
- approval workflows
- accounts payable management
- payment planning
- reconciliation
- reporting
- supplier communications
- accounting-system integrations
- email and document processing
- workflow automation; and
- related financial administration.
Features may vary by subscription and may change as the Services develop.
3. Soldofi Does Not Execute Payments
Soldofi may assist Customers in creating, reviewing, approving, recording and managing payment plans and related workflows.
Soldofi does not itself execute, transmit, settle or process payments or transfer Customer funds.
Soldofi does not take custody of Customer funds.
Actual payments are carried out through banking, accounting, payment or financial systems selected and controlled by the Customer.
Customer remains responsible for verifying:
- payment instructions
- supplier identity
- beneficiary details
- bank and remittance information
- payment amounts
- payment dates
- approval authority; and
- transactions executed outside Soldofi.
Approval of a payment plan within Soldofi does not itself constitute execution of a payment.
4. Customer Accounts
Customer is responsible for:
- ensuring account information is accurate
- maintaining authorised users
- configuring permissions appropriately
- protecting credentials
- promptly removing access for users who should no longer have it; and
- activities performed through its accounts except to the extent caused by Soldofi’s breach of its obligations.
Accounts must not be shared in a manner that defeats security or access controls.
5. Customer Authority
Customer represents that it has all rights, permissions, notices, lawful bases and authority necessary to:
- provide Customer Data to Soldofi
- instruct Soldofi to process Customer Data
- connect accounting systems
- connect email accounts or mailboxes
- authorise integrations
- permit Soldofi to access information through those integrations
- permit Soldofi to send authorised information to connected systems; and
- permit Soldofi to process information as configured by Customer.
Customer is responsible for determining whether its use of the Services complies with laws applicable to Customer.
6. Customer Data
“Customer Data” means information submitted to, uploaded to, generated within, transmitted through or made available to the Services by or on behalf of Customer.
As between the parties, Customer retains its rights in Customer Data.
Customer grants Soldofi the limited rights necessary to:
- provide the Services
- process Customer’s instructions
- maintain and secure the Services
- prevent abuse
- provide support
- comply with applicable law; and
- perform obligations under the agreement.
Soldofi does not acquire ownership of Customer Data merely because it is processed through the Services.
7. Data Protection
Where Soldofi processes personal information on behalf of Customer, the Soldofi Data Processing Addendum applies and is incorporated into these Terms.
The Privacy Policy describes Soldofi’s processing activities where Soldofi acts independently in relation to personal information.
8. Integrations
Customer may connect Soldofi with third-party services including accounting systems, email providers and other business applications.
Third-party services remain governed by their own terms, availability and policies.
Customer authorises Soldofi to exchange information with an integration to the extent required by the features Customer enables and permissions Customer grants.
Soldofi is not responsible for a third-party service’s independent acts, omissions, availability, security or changes.
9. Google and Microsoft Integrations
Where Customer connects Google Workspace, Gmail, Microsoft 365 or Outlook:
- authorisation occurs through the applicable provider’s authorisation mechanisms
- Soldofi does not require Customer’s Google or Microsoft password
- Customer controls the accounts it authorises
- Customer is responsible for ensuring it has authority to connect the relevant mailbox
- Soldofi may access or process information permitted by the authorised scopes for the purpose of providing enabled features; and
- access may be revoked through mechanisms supported by Soldofi or the applicable provider.
Google user data is subject to the additional restrictions described in Soldofi’s Privacy Policy and applicable Google API policies.
10. Accounting Integrations
Where Customer connects an accounting system, Customer authorises Soldofi to access information permitted by the integration and to perform enabled actions.
Where a feature writes information to the accounting system, Customer is responsible for ensuring its approval configuration and authorised users are appropriate.
Customer’s accounting system remains the Customer’s accounting system of record unless expressly agreed otherwise.
11. Supplier and Remittance Information
Supplier onboarding, supplier creation and changes to supplier or remittance information may be subject to approval and access controls.
Customer remains responsible for independently establishing controls appropriate to its fraud and financial risk.
Soldofi does not guarantee the identity of a supplier, the authenticity of instructions or the accuracy of bank or remittance details merely because information appears within the Services.
12. Automated and AI-Assisted Features
Soldofi may provide automated or AI-assisted functionality including extraction, classification, matching, anomaly detection, reconciliation assistance and recommendations.
Automated outputs may contain errors.
Customer is responsible for reviewing outputs where appropriate before relying on them for financial, accounting, legal, tax or business decisions.
Soldofi does not represent that automated outputs are error-free.
Material approvals remain subject to the controls and authorised users configured by Customer.
13. Acceptable Use
Customer and its users must not:
- use the Services unlawfully
- access another customer’s data without authorisation
- circumvent security or access controls
- probe or test vulnerabilities without written authorisation
- interfere with Service availability
- introduce malware or malicious code
- use the Services to facilitate fraud
- impersonate another person or organisation
- use integrations without proper authority
- scrape or systematically extract the Services except through authorised interfaces
- reverse engineer the Services except where such restriction is prohibited by law
- resell or sublicense the Services except as expressly authorised; or
- use the Services in a manner that violates third-party rights.
14. Confidentiality
Each party may receive non-public information belonging to the other party.
The receiving party will:
- use Confidential Information only for purposes of the agreement
- protect it using reasonable care
- disclose it only to personnel and providers who need access and are subject to appropriate confidentiality obligations; and
- not disclose it to third parties except as permitted by the agreement or required by law.
Confidential Information does not include information that the receiving party can demonstrate:
- was lawfully known without confidentiality restriction
- becomes public without breach
- is received lawfully from a third party; or
- is independently developed without use of the other party’s Confidential Information.
15. Intellectual Property
Soldofi and its licensors retain all rights in the Services, software, technology, documentation, designs and other materials provided by Soldofi.
Except for rights expressly granted under the agreement, no intellectual-property rights are transferred to Customer.
Customer retains its rights in Customer Data.
16. Feedback
If Customer voluntarily provides ideas, suggestions or feedback about the Services, Soldofi may use that feedback without restriction or obligation, provided that doing so does not grant Soldofi ownership of Customer Data or Customer Confidential Information.
17. Fees
Fees, billing periods, payment terms and subscription scope will be stated in the applicable order, proposal or subscription agreement.
Unless otherwise stated, fees are exclusive of applicable taxes.
Customer is responsible for applicable taxes other than taxes based on Soldofi’s income.
18. Service Changes
Soldofi may modify the Services to:
- improve functionality
- address security issues
- comply with law
- adapt to third-party integrations; or
- develop the product.
Soldofi will not intentionally make changes that materially reduce core paid functionality during a committed subscription term without reasonable justification or appropriate notice.
19. Beta and Preview Features
Soldofi may make experimental, beta, preview or early-access features available.
Such features may be incomplete, changed or withdrawn and may be subject to additional terms.
Unless expressly agreed otherwise, beta features should not be relied upon for critical production operations.
20. Security
Soldofi will maintain reasonable administrative, technical and organisational safeguards appropriate to the nature of the Services and information processed.
Customer acknowledges that no online service can guarantee absolute security.
21. Financial and Professional Information Disclaimer
Soldofi provides workflow and information-management software.
Soldofi does not provide legal, tax, investment or regulated financial advice.
Information, recommendations, classifications, reports and automated outputs produced through the Services should not substitute for professional judgment where professional advice is appropriate.
22. Third-Party Services
Third-party products, platforms and services are outside Soldofi’s control.
Soldofi does not warrant uninterrupted operation of third-party integrations and is not responsible for failures caused by third-party systems.
23. Suspension
Soldofi may suspend access where reasonably necessary to:
- address a security threat
- prevent unlawful activity
- prevent material harm
- respond to Customer’s material breach
- address overdue undisputed fees after appropriate notice; or
- comply with law.
Where practicable, Soldofi will provide notice and limit suspension to the affected portion of the Services.
24. Termination
Either party may terminate according to the applicable order or agreement.
A party may terminate for material breach where the breach remains uncured after any applicable cure period.
Upon termination:
- Customer’s right to use the Services ends
- outstanding payment obligations remain due
- provisions intended to survive termination remain effective; and
- Customer Data will be handled in accordance with the agreement and DPA.
25. Data Export and Deletion
Where supported, Customer should export Customer Data it wishes to retain before termination.
Following termination, Soldofi may delete Customer Data according to its contractual retention and deletion procedures, subject to applicable law and backup lifecycle requirements.
26. Warranties
Each party represents that it has authority to enter into the agreement.
Soldofi will provide the Services using reasonable care and skill.
Except as expressly provided in the agreement and to the maximum extent permitted by law, the Services are provided without additional warranties, whether express, implied or statutory.
27. Limitation of Liability
This section must be finalised in the applicable commercial agreement before launch.
Except for liability that cannot lawfully be excluded or limited, each party’s aggregate liability arising from the Services will be subject to the liability cap stated in the applicable order, subscription agreement or master services agreement.
The agreement should separately specify treatment of:
- confidentiality breaches
- data-protection obligations
- intellectual-property infringement
- fraud or wilful misconduct; and
- liabilities that cannot legally be limited.
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special or consequential losses, or loss of profits, revenue or anticipated savings, except to the extent expressly provided in the applicable commercial agreement.
28. Indemnification
Any indemnification obligations applicable to enterprise Customers will be specified in the applicable order or master services agreement.
Nothing in these Terms requires either party to indemnify the other for liability caused by the indemnified party’s own unlawful conduct.
29. Compliance With Law
Each party is responsible for complying with laws applicable to its activities under the agreement.
Customer is responsible for determining whether Soldofi is appropriate for Customer’s regulatory, accounting and financial-control requirements.
30. Export and Sanctions Compliance
Customer must not use the Services in violation of applicable export-control or sanctions laws.
Customer represents that it will not knowingly provide access where prohibited by applicable law.
31. Force Majeure
Neither party will be liable for delay or failure caused by events beyond its reasonable control, except for payment obligations already due.
32. Assignment
Neither party may assign the agreement without the other party’s consent, except in connection with a merger, reorganisation or sale of substantially all relevant assets, provided the assignee assumes the applicable obligations.
33. Notices
Formal notices under the agreement must be delivered using the contact method specified in the applicable order or agreement.
Legal notices to Soldofi may be sent to:
SOLDOFI SOLUTIONS PRIVATE LIMITED
P-303, INDRAPRASTH-6, PRAHALADNAGAR
Ahmedabad – 380015, Gujarat, India
Email: support@soldofi.com
34. Governing Law and Disputes
[TO BE FINALISED WITH COUNSEL BASED ON SOLDOFI’S CONTRACTING STRATEGY.]
The applicable order or master services agreement should specify governing law, courts or arbitration arrangements.
35. Entire Agreement and Precedence
The agreement between Customer and Soldofi may consist of:
- an Order Form or executed commercial agreement
- a Master Services Agreement, if applicable
- the Data Processing Addendum
- these Terms; and
- policies expressly incorporated into the agreement.
In the event of conflict, the applicable executed agreement or order will prevail according to its stated order of precedence.
36. Severability and Waiver
If a provision is unenforceable, the remaining provisions remain effective to the maximum extent permitted by law.
Failure to enforce a provision does not waive the right to enforce it later.
37. Changes
Soldofi may update these Terms.
Material changes affecting an active paid subscription will be communicated as required by the applicable agreement or law.
38. Contact
SOLDOFI SOLUTIONS PRIVATE LIMITED
P-303, INDRAPRASTH-6, PRAHALADNAGAR
Ahmedabad – 380015, Gujarat, India
Email: support@soldofi.com