The terms and conditions governing your use of the Paylists platform.
Thank you for choosing Paylists.
This User Agreement ("Agreement") is the user agreement of Paylists LTD, a company registered in England and Wales under company number 14081565.
In this Agreement, we set out the terms and conditions that apply between Paylists and you, the organisation identified during registration. In this Agreement, "you" and "your" refer to that organisation and any authorised user acting on its behalf. "Paylists", "we", "us" and "our" refer to Paylists LTD. Each of you and Paylists is a "Party" and together the "Parties".
Paylists may update this Agreement in accordance with the "Updates to this Agreement" section below.
By accessing or using the Services, you agree to be bound by this Agreement. If you do not agree to this Agreement, you must not access or use the Services.
You represent that you have authority to enter into this Agreement on your own behalf and on behalf of the organisation for which you act. If you use the Services on behalf of an organisation, that organisation is responsible for your use of the Services.
| Term | Meaning |
|---|---|
| Account | The account created with Paylists by a registered user for one or more businesses. |
| AI Output | Any text, forecast, explanation, analysis, recommendation or other output generated through AI Services. |
| AI Services | Optional AI-assisted cash-flow insight functionality provided using third-party artificial intelligence service providers, including OpenAI, where enabled or consented to by the user. |
| API | The application programming interfaces that may be used to access the Services. |
| Application Fees | Fees for subscriptions, optional services, third-party services, transaction-related services, Peppol e-invoicing services or other paid functionality, as set out on the Paylists pricing page, subscription page, order form or other commercial notice. |
| Business | A business, company, partnership, sole trader acting in a business capacity, public body, charity or other legal or commercial organisation using or recorded in Paylists. |
| Codabox | Wolters Kluwer Belgium NV, providing the Flowin product under the Codabox brand, or any relevant affiliate or successor provider of Flowin. |
| Confidential Information | Non-public business, technical, commercial, financial, operational or product information disclosed by one Party to the other in connection with this Agreement, whether disclosed orally, in writing, through the Services or by any other means. |
| Customer | A Business to which you send payment requests, invoices, credit notes, reminders or related communications through the Services. |
| Data Protection Laws | All applicable laws and regulations relating to the processing, privacy and security of personal data, including the UK GDPR, the Data Protection Act 2018, Regulation (EU) 2016/679, Directive 2002/58/EC, the Privacy and Electronic Communications Regulations 2003, and any applicable national laws implementing or supplementing them. |
| End-User Information | Information required for Peppol onboarding, Flowin/Codabox KYC or verification, Peppol registration, or operation of Peppol e-invoicing, including company number, legal name, registered office address, contact information, proof of ownership or authority, and any Peppol-specific information required by Flowin, Codabox, Peppol or a relevant Peppol access point. |
| Error Message | An error message that results in you not being able to use the Services as intended under this Agreement. |
| Flowin | The e-invoicing product of Codabox used by Paylists as a third-party service to support Peppol onboarding, KYC/proof-of-ownership or authority verification where applicable, Peppol registration and the sending and receiving of e-invoices and credit notes through the Peppol network. |
| Flowin Supported Countries | The countries in which Flowin supports Peppol e-invoicing for Paylists users from time to time. As of the Effective Date, these are Belgium, Luxembourg, Ireland, Sweden, Germany and the Netherlands. The United Kingdom is not currently a Flowin Supported Country unless Paylists confirms otherwise in writing. |
| Fraud | Wrongful or criminal deception intended to result in financial or personal gain, or activity that Paylists reasonably considers suspicious, fraudulent, unauthorised, abusive or unlawful. |
| Paylists Software | The software application, platform, website, APIs and related interfaces made available by Paylists. |
| Peppol | The secure, standardised network and framework that enables businesses and public bodies to exchange electronic documents, including e-invoices and credit notes. |
| Personal Data | Any information relating to an identified or identifiable natural person, as further described in Paylists Privacy Policy and Data Protection Notice. |
| Services | The Paylists Software, platform, website, APIs, support, payment-request workflow, invoice and credit-note workflow, Peppol e-invoicing functionality, AI Services and related services provided by Paylists. |
| Supported Countries | Ireland, Germany, Belgium, Luxembourg, Sweden, the Netherlands and the United Kingdom. |
| Vendor | A Business that sends you payment requests, invoices, credit notes or bills through the Services, or that you record as a vendor in Paylists. |
The Services are provided only to businesses, companies, partnerships, sole traders acting in a business capacity, public bodies, charities and other legal or commercial organisations. The Services are not intended for consumers or for personal, family or household use. By creating an Account or using the Services, you confirm that you are acting solely for business or professional purposes.
The Services are currently intended only for business users established in the Supported Countries. Paylists may restrict, suspend or refuse access to the Services where use of the Services would create legal, regulatory, operational, banking, payment-provider, sanctions, fraud, Peppol-network or compliance risk.
Peppol e-invoicing functionality is a separate optional functionality and is currently available only in the Flowin Supported Countries, unless Paylists confirms otherwise in writing.
You must register with Paylists before you can use the Services. You register by creating an Account. During registration, Paylists may request information including your personal name, business email address, business phone number, business name, company number, registered address and other information reasonably required to provide the Services.
You will need to verify your email address by clicking the verification link sent by Paylists. Paylists may request additional business information or supporting documentation during onboarding or after registration. You must provide requested information within a reasonable time.
You represent, warrant and undertake that all information you provide to Paylists is accurate, complete and truthful, and that you will promptly update that information if it changes. You must inform Paylists without delay of changes to your business name, email address, phone number, company number, registered address, Peppol registration details or other relevant account information.
Paylists may suspend your Account with immediate effect or terminate this Agreement if you fail to keep information up to date, fail to provide requested information within a reasonable time, provide inaccurate or misleading information, or create legal, regulatory, security, fraud, sanctions, Peppol-network or compliance risk.
When registering for the Services, you must provide a business email address, which will be used as your username. You must create a secure password. Your username and password are personal to you and must not be shared. You are responsible for all activity under your Account unless the activity results from Paylists breach of this Agreement.
Paylists is a collaborative B2B system for managing payment requests, invoices and credit notes between Vendors and Customers. Vendors and Customers may share common payment requests and related records and manage a single source of truth.
Each Business that registers with Paylists and completes verification is managed once in the system as a verified Business. A verified Business may act as a Vendor or Customer of another Business. A Business may create Vendor or Customer profiles for businesses that have not yet registered with Paylists. If that Vendor or Customer later registers and completes verification, it may take ownership of its own Business profile, and from that point only that Business can update its Business details.
Paylists allows you to send payment requests, invoices and credit notes to your Customers and to include supporting documents and attachments. The Services may help you track payment due dates, late requests and related payment workflow. You may also communicate with Customers and Vendors through email or related communication functionality, request feedback on expected payment dates and payment methods, send reminder letters and, in some cases, send late-payment warning letters before legal action.
Paylists may enable you to create, send and receive e-invoices and credit notes through the Peppol network using Flowin, an e-invoicing product of Codabox.
Peppol e-invoicing functionality is only available where supported by Paylists, Flowin, Peppol, the relevant country, the relevant recipient and the relevant Peppol access point. Flowin Peppol functionality is currently available only in the Flowin Supported Countries. Paylists does not guarantee that Peppol e-invoicing functionality will be available in every Paylists Supported Country, for every Business, for every recipient or for every document type.
Paylists may maintain a Peppol Country Availability List showing where Peppol functionality is currently available through Flowin. The list is for operational guidance only and may change if Flowin, Codabox, Peppol, access points, law or Paylists' own availability changes.
If you enable Peppol e-invoicing functionality, you authorise Paylists to collect, store and submit to Flowin/Codabox the information required for Peppol onboarding, registration and use. Flowin/Codabox, and not Paylists, may perform KYC, proof-of-ownership, authority, business verification or other onboarding checks required for Peppol registration and use. Paylists does not guarantee that Flowin/Codabox will approve any Peppol onboarding, registration or verification request. You confirm that you have authority to provide the information required for such onboarding and verification, and that the information you provide is accurate, complete and up to date.
You are responsible for determining whether you are required to issue, receive, store or report invoices in a particular electronic format, including through Peppol, in each country where you, your Customers or your Vendors operate. You are also responsible for ensuring that invoice content, tax information, VAT treatment, invoice numbering and retention comply with applicable law.
Paylists provides technical functionality for Peppol e-invoicing but does not provide legal, tax, accounting or regulatory advice.
To enable Peppol e-invoicing functionality, Paylists may require End-User Information, including company number, legal name, registered office address, business contact information, proof of ownership or authority, and any additional information required by Flowin, Codabox, Peppol or a relevant Peppol access point. Paylists may collect, store and submit this information to Flowin/Codabox. Flowin/Codabox, and not Paylists, performs KYC, proof-of-ownership, authority, business verification or other onboarding checks required for Peppol registration and use where applicable.
You must ensure that all such information is accurate, complete and up to date. Paylists may suspend or restrict Peppol e-invoicing functionality if required information is missing, inaccurate, outdated, unverifiable, or if use of the functionality creates legal, regulatory, security, fraud, sanctions, AML, Peppol-network or compliance risk.
Paylists will use reasonable efforts to make Peppol e-invoicing functionality available through Flowin. However, Paylists does not guarantee that any invoice, credit note or other Peppol document will be successfully delivered, received, accepted, processed or stored. Delivery may depend on Flowin, Codabox, Peppol, recipient registration, accepted formats, recipient access points, maintenance, technical availability and other factors outside Paylists control.
Paylists and Flowin are not intended to be your legal invoice archive. You are responsible for downloading, storing and retaining invoices, credit notes, bills and related records for the period required by applicable accounting, tax and business laws.
Paylists is not a platform or marketplace for the sale of services or goods between Businesses. Paylists focuses on payment-request, invoice, credit-note, communication, Peppol e-invoicing and related workflow after services or goods have been provided between a Vendor and a Customer under their separate agreement. Paylists is not responsible for the services or goods provided between Businesses that use Paylists.
You must not upload, transmit or share through the Services, including through Peppol e-invoicing or AI Services, any content, document, attachment, message or information that is illegal, fraudulent, misleading, defamatory, infringing, malicious, discriminatory or otherwise unlawful. Paylists may remove or restrict access to content and suspend Accounts where required to protect users, comply with law, prevent fraud or protect the Services.
You must not upload, submit or include in invoices, credit notes, bills, attachments, messages, payment requests or Peppol e-invoicing data any special categories of personal data, including health data, biometric data, religious or political information, trade-union membership, sexual orientation or other sensitive personal data, unless Paylists has expressly agreed in writing and you have a lawful basis to do so.
Paylists may enable you to access or use third-party services, including Flowin, an e-invoicing product of Codabox, Peppol access point services, payment services, banking services, email services, AI services or other external services. Third-party services are provided by independent third parties and may be subject to their own terms, policies, fees, eligibility checks, country availability and technical requirements.
Paylists' current third-party service providers and sub-processors are described in the Paylists Subprocessor List. Paylists may update that list from time to time to reflect changes in service providers, features, legal requirements or operational needs.
Paylists is not responsible for the availability, performance, security, regulatory status or legal compliance of third-party services except to the extent required by applicable law. You are responsible for reviewing and complying with any terms that apply to third-party services you choose to use.
Paylists does not itself provide regulated payment services, hold client funds, operate payment accounts or execute payment transactions unless expressly stated. Payment services, banking services, open-banking services, payment initiation services or related regulated services may be provided by third-party providers subject to their own terms, eligibility checks, bank coverage and regulatory permissions.
Peppol e-invoicing, Flowin/Codabox KYC or verification, document-volume, payment, bank-transfer, transaction or other third-party service fees may apply. Applicable fees will be shown in Paylists pricing page, subscription page, order form or other commercial notice.
Paylists may offer optional AI-assisted cash-flow insights, forecasts, explanations or related outputs using third-party artificial intelligence service providers, including OpenAI.
Paylists will only use AI Services where you enable the relevant feature or give consent. Where reasonably possible, Paylists will minimise, aggregate, anonymise or pseudonymise data sent to AI service providers. Paylists does not intend to send names of users, businesses, Customers or Vendors to AI service providers for this feature. Instead, Paylists may use internal random identifiers so that results can be matched back inside Paylists.
The main actions within Paylists may include sending payment requests, invoices, credit notes, reminders, chat correspondence, emails and related communications. Paylists may also send you service messages about important updates, security, user agreement changes, privacy policy changes, Peppol e-invoicing, account administration and other operational matters.
When you register with Paylists, you agree to receive service and operational messages that are necessary or useful for the provision, security and administration of the Services. If Paylists wishes to send marketing emails, Paylists will ask for consent where required by law, and you may stop receiving marketing messages at any time.
You may send payment requests, invoices or credit notes only to your Customers or Vendors where you have a valid commercial agreement, contract, purchase order, engagement or other lawful business relationship.
You are responsible for ensuring that you have a lawful basis and all necessary permissions to send payment requests, invoice communications, reminders, warning letters and other messages to your Customers and Vendors through the Services. You must not use the Services to send unsolicited marketing communications unless you are legally permitted to do so.
Where you enable Peppol e-invoicing functionality, you are responsible for ensuring that you have all necessary rights, permissions, mandates and lawful bases to allow Paylists to collect, store and share End-User Information and Peppol-related data with Flowin, Codabox, Peppol access points and other relevant providers for Peppol onboarding, Flowin/Codabox KYC or verification and Peppol e-invoicing purposes.
Where you enable or consent to AI Services, you are responsible for ensuring that you have all necessary rights, permissions and lawful bases to allow Paylists to process and, where relevant, share data with third-party AI service providers for the purpose of generating cash-flow insights or related outputs.
Paylists may suspend your activity immediately if complaints are received from Businesses that receive payment requests, invoices, credit notes or other communications from you where they allege that they are not your Customers or Vendors, have not ordered goods or services from you, or should not have received the relevant communication.
It is your responsibility to verify that any payment request, invoice, credit note or bill you receive through the Services has been sent by a Vendor, Customer or other Business that you know and with whom you have a valid commercial agreement, contract, purchase order, engagement or other lawful business relationship.
Any decision to make a payment through the Services or through a third-party provider is your responsibility. Before making a payment, you must ensure that you expected the payment request or invoice, that the payment details are correct, and that you know the Vendor or other Business that sent it.
If you receive a payment request or invoice from a Vendor that you do not know, or if you believe that you should not have received it, you may request that Paylists block that Vendor from sending you payment requests. Paylists may approve or reject a blocking request after checking relevant details. Because Paylists is a collaboration platform between Vendors and Customers, blocking will generally be available only where the sending party has acted contrary to this Agreement or Paylists rules.
You declare and undertake that your activities in the Services comply with the laws and regulations applicable in the country where your Business is conducted and where your Customers and Vendors are conducted. Paylists reserves the right to refuse, restrict or suspend Services where providing them may create a risk that Paylists or a third-party provider will violate applicable laws, regulations, Peppol rules, sanctions, AML requirements or compliance obligations.
Paylists may terminate this Agreement with immediate effect, suspend the Services, restrict functionality, block transactions or investigate activity in the event of Fraud, suspected Fraud, indications of illegal activity, misuse, unauthorised use, incorrect End-User Information, Peppol-network abuse, security risk, sanctions risk, AML risk, Data Protection Law risk or any other situation requiring investigation or protective action.
Paylists may suspend or restrict Peppol e-invoicing functionality immediately where required by Flowin, Codabox, Peppol, a Peppol access point, a regulator, a competent authority, or where Paylists reasonably considers that continued use may create fraud, security, GDPR, AML, sanctions, regulatory, operational, Peppol-network or compliance risk.
Paylists will not be liable for losses incurred as a result of a reasonable investigation, suspension, restriction or termination under this section, except to the extent caused by Paylists breach of this Agreement or where liability cannot lawfully be excluded.
Paylists may disclose information, including Confidential Information, to its affiliates, professional advisers, third-party service providers, AI service providers, financial institutions, payment providers, Flowin, Codabox, Peppol access points, regulators, law enforcement authorities or other competent authorities where reasonably necessary to provide the Services, provide Peppol e-invoicing, investigate fraud or suspected fraud, comply with law, enforce this Agreement, protect users, or protect the security and integrity of the Services. Paylists will require recipients to protect Confidential Information where appropriate and legally possible.
Unless the relevant Party has the prior written consent of the other Party or is required or permitted to do so by law, each Party will preserve the confidentiality of the other Party's Confidential Information obtained in connection with this Agreement.
Neither Party will disclose or make Confidential Information available to any person, or use Confidential Information for its own benefit, other than as contemplated by this Agreement or as reasonably necessary to perform this Agreement, provide the Services, use authorised third-party providers, comply with law, enforce rights, or protect users and the Services.
The confidentiality obligations in this section survive termination of this Agreement.
This section does not apply to information that is or becomes public knowledge other than through breach of this Agreement, was already lawfully known to the receiving Party, is lawfully received from a third party without breach of confidentiality obligations, or is independently developed without use of the other Party's Confidential Information.
Please see Paylists' Privacy Policy and Data Protection Notice. Paylists' processing of Personal Data is described in that notice and, where applicable, any Data Processing Agreement between the Parties. Paylists has appointed an EU representative for data protection purposes, as described in the Privacy Policy. The EU representative is not Paylists' Data Protection Officer and is not responsible for product support, contractual notices, billing, account complaints or legal notices under this Agreement.
Paylists maintains supporting compliance documents, including a Subprocessor List, Data Retention Schedule, Security Measures Appendix and Peppol Country Availability List. These documents are provided for transparency and operational guidance and may be updated from time to time. If there is a conflict between this Agreement and a supporting compliance document, this Agreement will prevail unless mandatory law, a signed Data Processing Agreement or another written agreement states otherwise.
Paylists maintains a Record of Processing Activities, or ROPA, where required by applicable Data Protection Laws. The ROPA is an internal compliance record maintained in written or electronic form and records the information required by applicable Data Protection Laws.
The ROPA is not a public document and is not intended to contain individual user records, invoice contents, customer files, vendor files or user-level change logs. Paylists may make the ROPA, or relevant extracts from it, available only where required by law, requested by a competent authority, or reasonably necessary for data-protection compliance, including to Paylists' appointed EU representative where required for that representative to perform its role.
Paylists' ROPA relates to Paylists' own processing activities and does not replace any records that business users may be required to maintain for their own processing activities under applicable Data Protection Laws.
You indemnify Paylists and its affiliates against claims, losses, liabilities, damages, costs and expenses, including reasonable legal costs, arising from:
Nothing in this Agreement limits or excludes either Party's liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality, infringement of intellectual property rights, payment obligations, or any liability that cannot be excluded or limited under applicable law.
Subject to the above, Paylists shall only be liable for direct losses that are reasonably foreseeable and arise directly from Paylists breach of this Agreement. Paylists shall not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of anticipated savings, loss of data except to the extent caused by Paylists breach, losses arising from your use of third-party services, losses arising from unsuccessful Peppol delivery or acceptance, or losses arising from your use of or reliance on AI Output.
Subject to the above, Paylists total aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of:
You must notify Paylists of any claim as soon as reasonably practicable after becoming aware of it and must give Paylists a reasonable opportunity to remedy the issue where a remedy is possible.
Neither Party will be liable for failure or delay in performing obligations caused by circumstances or events beyond its reasonable control, whether or not foreseeable, including war, fire, natural disasters, labour disputes, power outages, strikes, epidemics, government rules, embargoes, failure of suppliers, subcontractors or third-party service providers, failure of Peppol, failure of Flowin or Codabox, failure of payment or banking providers, internet outages, cyber incidents or other comparable events.
All intellectual property rights in and to the Paylists Software, platform, website, APIs, documentation, designs, workflows, database structure, trademarks, trade names, domain names, product names and related items are owned by Paylists or its licensors.
You have a limited, non-exclusive, non-transferable right to use the Services during the term of this Agreement to the extent necessary for the permitted use of the Services. This Agreement does not transfer any ownership rights to you.
You must not copy, adapt, modify, decompile, reverse engineer, attempt to derive source code from, or otherwise misuse the Paylists Software except to the extent expressly permitted by applicable law that cannot be excluded.
Paylists intends for the Services to be available 24 hours a day, seven days a week, but does not guarantee uninterrupted or error-free availability. The Services may be unavailable for maintenance, development, third-party-provider issues, Peppol or Flowin issues, outages, security reasons, regulatory reasons or other operational reasons. If Paylists needs to interrupt the Services for a longer period than expected, Paylists will use reasonable endeavours to publish details in advance where practicable.
When you discover a problem that renders the Services unusable as specified in this Agreement, you must report this to Paylists as soon as possible. Paylists will use reasonable efforts to provide a remedy or workaround within a reasonable time.
Paylists is responsible for first-line support to users in relation to Peppol e-invoicing functionality. Third-party providers such as Flowin, Codabox and Peppol access points generally do not provide direct support to Paylists users unless expressly agreed.
For support, contact support@paylists.com. For complaints, contact complaints@paylists.com.
You may submit feedback, suggestions or comments regarding the Services. Paylists may decide whether to incorporate any feedback into the Services. You grant Paylists a worldwide, perpetual, non-exclusive, sublicensable, royalty-free licence to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works from your feedback. You represent that you have all rights necessary to provide the feedback and that Paylists use of it will not infringe third-party rights.
This Agreement is effective from the date you accept it and continues for an indefinite period until terminated.
Paylists may terminate this Agreement by giving one calendar month notice.
Paylists may terminate this Agreement with immediate effect without prior notice if you or your Business:
You may terminate this Agreement at any time by closing your Account and stopping use of the Services. Termination may affect access to Peppol e-invoicing, Flowin functionality, data, documents and third-party services.
Paylists may outsource or subcontract some of its services to affiliates or third parties, including hosting providers, communications providers, payment providers, AI service providers, Flowin, Codabox and Peppol access point providers.
You may not transfer or assign rights or obligations under this Agreement without Paylists prior written permission. You give Paylists permission in advance to transfer or assign rights or obligations under this Agreement to an affiliate of Paylists or a third party, provided this does not materially reduce your rights under this Agreement except as permitted by applicable law.
The Services, support, documentation and this Agreement are provided in English only. By creating an Account or using the Services, you confirm that you understand English sufficiently to use the Services and to understand this Agreement. If Paylists provides any translation, it is provided for convenience only, and the English version will prevail unless mandatory applicable law requires otherwise.
Any notice given under this Agreement by either Party to the other must be in writing by email and will be deemed to have been given on transmission, unless the sending Party receives an automated failure notice.
Notices to Paylists must be sent to office@paylists.com. Notices to you will be sent to the business email address provided when you registered with Paylists or as updated in your Account.
Paylists may update this Agreement from time to time. Paylists will give reasonable advance notice of material changes by email, in-product notice or both. Changes will take effect on the date stated in the notice.
If a change materially and adversely affects your rights or obligations, you may terminate your Account before the change takes effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Agreement.
This Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, shall be governed by the laws of England and Wales.
Subject to any mandatory law that cannot be excluded, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. However, Paylists may bring proceedings against you in any court of competent jurisdiction where this is necessary to protect its rights, recover amounts owed, prevent misuse of the Services, enforce confidentiality or intellectual property rights, or address fraud, security, Peppol-network or compliance risks.
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be deemed deleted. The remaining provisions shall continue in full force and effect.