These Accounts Payable Product Terms (“AP”) govern the use of the Accounts Payable service provided by Direct Fidoo Platform a.s. through the Platform (the “Product Terms”).
1. Introduction and Scope
These Product Terms govern the use of the Accounts Payable Service as a Module or product-specific Service available within the Platform.
These Product Terms apply together with the Platform terms and conditions issued by Direct Fidoo Platform a.s. (the “Platform Terms”). Capitalised terms not defined in these Product Terms have the meaning given to them in the Platform Terms.
In the event of any conflict between these Product Terms and the Platform Terms in relation to the Accounts Payable Service, these Product Terms prevail to the extent of such conflict. The Platform Terms continue to apply in all other respects.
The Accounts Payable Service is available only to Customers who use the Platform for business purposes.
2. Definitions
For the purposes of these Product Terms, the following terms have the meanings set out below.
“Accounts Payable Service” or “AP Service” means the product-specific Service provided by Direct Fidoo through the Platform for processing received invoices and related documents, including the features described in Article 3 of these Product Terms, to the extent made available in the Platform from time to time.
“Invoice” means an invoice, tax document or similar accounting or business document submitted to, imported into, received through or otherwise processed in the AP Service by you or your Users.
“Invoice Data” means data and information contained in an Invoice, extracted from an Invoice, entered into the Service, created in connection with an Invoice or otherwise relating to an Invoice or its processing in the AP Service, including supplier details, invoice amount, due date, payment details, identifiers, accounting data, approval status, comments, workflow data and export data.
“Supported Channels” means the channels currently made available in the Platform or documentation for submitting, importing, receiving or exporting Invoices or Invoice Data, including manual upload, import from an email inbox, API, ERP integration or similar invoice exchange channels, where supported.
“Supported Formats” means the file formats, data formats and export formats made available in the Service interface or documentation for submitting, processing or exporting Invoices or Invoice Data.
“Validation Outputs” means any checks, notices, alerts, flags of possible duplicates, risk indicators, suggested results, pre-filled values or other automated or semi-automated outputs generated by the AP Service in relation to an Invoice or Invoice Data.
“Third-Party System” means any system, service, database, provider, interface or infrastructure operated by a third party that communicates with or is used in connection with the AP Service, including ERP systems, email service providers, external validation sources, public or private databases, APIs, banking systems and payment gateways.
“Trial Operation” means the AP Service provided under Article 11.
Capitalised terms not expressly defined in these Product Terms have the meaning given to them in the Platform Terms.
3. Description of the Accounts Payable Service and Changes
The AP Service is a software service available through the Platform that supports the processing of Invoices. Depending on the functionality available in the Platform, the AP Service may include:
- receiving, uploading or importing Invoices;
- extracting Invoice Data using OCR, artificial intelligence or similar automated technologies;
- an Invoice list, Invoice detail and editing features;
- Validation Outputs;
- approval workflows and notifications;
- mobile approval;
- exporting Invoice Data; and
- integrations through Supported Channels.
The specific functionalities, Supported Formats, supported countries, currencies, languages, Supported Channels, integrations, validation sources and technical requirements of the AP Service are set out in the Platform or in the relevant documentation as made available to customers from time to time. These elements may be supplemented, changed, restricted, suspended or discontinued in accordance with the Platform Terms and applicable law.
Unless expressly stated otherwise, the AP Service:
- does not execute payments;
- does not initiate payments;
- does not hold, store or otherwise handle the Customer’s funds;
- does not provide payment accounts;
- does not provide a payment initiation service;
- does not provide an account information service;
- does not authorise Direct Fidoo to dispose of funds in the Customer’s payment account;
- does not replace the Customer’s accounting, tax, audit, reporting or statutory archiving systems or obligations.
We will inform you of material changes to the AP Service or these Product Terms reasonably in advance of their effective date, taking into account the nature and impact of the change. Non-material changes, in particular clarifications, error corrections or other changes without a material impact on your rights or your use of the AP Service, may take effect immediately.
If a material change must take effect sooner for legal, regulatory, security, technical or operational reasons, we may notify you with shorter notice. If prior notice is not reasonably possible for these reasons, the change may take effect without prior notice; in such case we will inform you of it without undue delay.
If you do not agree with a material change to these Product Terms or the AP Service, you may stop using the AP Service before the change takes effect. If a material change took effect without prior notice under the preceding paragraph, you may stop using the AP Service without undue delay after we inform you of the change.
Such termination applies only to the AP Service and does not by itself terminate your access to the Platform or to any other Service, unless the Platform Terms or mandatory law provide otherwise.
4. Activation, Access and User Roles
The AP Service may be activated through the Platform, the Marketplace or in any other manner we have made available or approved.
The AP Service may include various user roles, permissions, approval rights and workflow settings. Their current description and scope are available in the Service interface or documentation. You are responsible for setting up and managing user roles, permissions, approval workflows, access rights and internal controls within the AP Service. You must ensure that each User has the appropriate internal authorisation to perform the relevant actions in the AP Service, including reviewing, approving, rejecting, editing, exporting or otherwise processing Invoices.
All actions, omissions, approvals, rejections, edits, exports, overrides and settings performed by your Users within the AP Service are deemed to be your actions in accordance with the Platform Terms and subject to mandatory law.
Mobile functionality may be limited to selected features, such as Invoice approval, and may not include all features available through the Web Interface.
5. Invoice Processing, OCR/AI Outputs and Validation
Invoices may be submitted to the AP Service only through Supported Channels and in Supported Formats. We may reject or not process files that are unsupported, corrupted, technically invalid, illegible, incomplete, dangerous, harmful or otherwise unsuitable for processing.
The AP Service may use OCR, artificial intelligence or similar automated technologies to extract, pre-fill, classify or suggest Invoice Data. Validation Outputs are for support and information purposes only. We do not guarantee that Validation Outputs will be correct, complete, up to date or sufficient for your accounting, tax, payment, audit, legal, compliance or internal control purposes. All Invoice Data and Validation Outputs must be reviewed and verified before they are approved, exported, used or otherwise relied upon.
If the AP Service identifies a possible duplicate Invoice, we may display a notice and, where technically possible, make the originally identified Invoice available for comparison. Such a notice does not guarantee that all duplicates will be identified or that all Invoices flagged as possible duplicates are in fact duplicates. If the AP Service allows a Validation Output to be overridden, ignored or confirmed, you do so at your own responsibility.
6. Customer Responsibilities
You are responsible for the accuracy, completeness, lawfulness, relevance and quality of all Invoices, Invoice Data and other materials that you or your Users upload to the AP Service or that are processed through the AP Service, under the conditions set out in the Platform Terms and these Product Terms.
The AP Service does not replace your own accounting, tax, legal, audit, reporting, compliance or statutory archiving obligations. The AP Service is intended solely as a workflow and invoice processing tool. It is not intended to serve as a long-term archive, accounting archive, tax archive or system for the statutory retention of documents. You remain responsible for fulfilling all obligations that apply to you and for exporting and maintaining your own archive of Invoices, Invoice Data, accounting documents and related documents outside the AP Service for the period required by applicable law, your internal rules or your contractual obligations.
If the AP Service allows Invoices, Invoice Data or related data to be deleted, or if such data is automatically deleted from the active AP Service in accordance with the retention periods set out in these Product Terms, you are responsible for ensuring that such deletion does not conflict with your legal, tax, accounting, audit, contractual, internal archiving or other obligations.
In addition to the acceptable use rules set out in the Platform Terms, you must not use the AP Service to process unlawful, fraudulent, misleading, harmful or unauthorised Invoices, Invoice Data or related documents.
You are responsible for ensuring that Invoices, Invoice Data and related documents submitted to the AP Service do not contain malicious code, viruses, malware or other harmful elements and do not compromise the security, integrity or operation of the AP Service, the Platform, Third-Party Systems or other customers.
7. Integrations, Third-Party Systems and External Data Sources
The AP Service may communicate with or depend on Third-Party Systems. The availability, accuracy, completeness, timeliness and security of Third-Party Systems may be beyond our control. Third-Party Systems may also include systems and providers that are not Partners within the meaning of the Platform Terms.
We do not guarantee that data, responses, status messages, validation results or other information obtained from Third-Party Systems will be correct, complete, up to date or available at all times. We are not liable for any delay, error, loss, unavailability, incorrect output or other consequence caused by a Third-Party System, unless the Platform Terms or mandatory law provide otherwise.
The use of Third-Party Systems may be governed by separate terms of the relevant third-party provider. You are responsible for complying with those terms where they apply to you.
8. Data, Export and Deletion
Invoices and Invoice Data form part of Customer Data under the Platform Terms. We process them in accordance with the Platform Terms, these Product Terms and applicable law.
We will not use Customer Data to train AI models in a manner that would identify you or your Users, your suppliers or other identifiable persons, unless such use is expressly agreed with you or otherwise permitted under applicable law.
While using the AP Service, you may export Invoice Data and related documents using the export features available within the AP Service.
Invoices and related Invoice Data that have been exported in the AP Service will remain available for review or verification for 90 days from the first export. After this period, they will be automatically deleted from the AP Service environment.
Invoices and related Invoice Data that have not been exported, including Invoices that have been rejected, cancelled or remain in progress, will be automatically deleted from the AP Service environment 12 months after the last activity recorded in relation to the relevant Invoice.
You are responsible for exporting all Invoices, Invoice Data and related documents before they are deleted from the active AP Service, having regard to your obligations under Article 6 of these Product Terms.
After your access to the AP Service ends, we may delete or anonymise Invoice Data and related documents, unless their further retention is required or permitted by the Platform Terms, these Product Terms, applicable law, security requirements, dispute resolution, legitimate operational purposes or technical backup processes.
Deletion of Invoices, Invoice Data or related data from the AP Service environment may not mean immediate deletion from backups, logs, security records, audit records or other technical records retained in accordance with the Platform Terms, these Product Terms, applicable law or legitimate operational and security requirements.
9. Service Availability and Support
The availability of and support for the AP Service are governed by the Platform Terms, unless expressly agreed otherwise.
You must inform us without undue delay of any suspected unauthorised access, misuse, security incident, technical issue or integration issue relating to the AP Service.
10. Suspension, Restriction and Termination
Without prejudice to our rights under the Platform Terms, we may suspend, restrict or terminate access to the AP Service or to any functionality specific to the AP Service if reasonably necessary for security, legal, compliance, operational, technical, capacity, payment or risk reasons.
Termination of the AP Service does not automatically terminate your access to the Platform or to any other Service, unless we expressly state otherwise or the termination or restriction of the Platform is justified under the Platform Terms.
If your breach of these Product Terms also constitutes a breach of the Platform Terms, leads to such a breach or raises legal, security, compliance, operational or risk concerns affecting the Platform, we may restrict, suspend or terminate your access to the Platform in accordance with the Platform Terms.
If your access to the Platform is terminated for any reason, whether by you or by us, your access to the AP Service will end on the same date, unless we expressly agree otherwise.
In connection with the termination of the AP Service, you may request, through customer support, a switch to a service of the same type provided by another provider or the transfer of Invoices, Invoice Data and related documents to your own infrastructure. We will start the switch without undue delay and enable its completion no later than 30 calendar days after receiving your request (the “Transition Period”). You may extend the Transition Period once by notifying us before it expires. If the switch is not technically feasible within this period, we will inform you of the reasons within 14 working days and set an alternative period, which will not exceed seven months.
During the Transition Period, we will provide you with the necessary cooperation and maintain the availability of the AP Service to the extent necessary for the switch. After the Transition Period ends, regular access to the AP Service may be terminated; however, we will make the data available for you to retrieve for at least a further 30 calendar days, by secure export or other appropriate means. We will provide the data in a structured, commonly used and machine-readable format.
After this period expires and the switch has been successfully completed, we will delete the data, except for data whose retention is required by law.
Instead of a switch, you may request termination of the AP Service and deletion of the data; in such case, your contractual relationship regarding the AP Service will end upon delivery of your request or on a later date specified in it.
This procedure takes precedence over any differing rules in these Product Terms and the Platform Terms, in particular the rules on access restriction and data deletion. Termination of the AP Service does not by itself terminate your access to the Platform or to other Services.
You may terminate the AP Service through customer support.
Provisions which by their nature should survive termination of the agreement remain in effect in accordance with the Platform Terms. Upon termination of the agreement, your right to use the AP Service ends; this does not affect your right to retrieve data under this Article.
11. Trial Operation of the AP Service
We may provide the AP Service to selected Customers free of charge for a limited period as a Trial Feature (“Trial Operation”). Participation in the Trial Operation does not give rise to any entitlement to its continuation or to the preservation of the scope of the AP Service in the future.
The Provider may end the Trial Operation at any time and offer the Customer paid provision of the AP Service. The Provider will send the offer by email at least 30 days before the planned end of the Trial Operation, stating the price, scope of the service, the new terms and the method of accepting them.
Transition to paid operation requires express acceptance of the offer by an authorised person of the Customer. Mere inaction or continued use of the AP Service during the Trial Operation is not deemed acceptance of the offer.
If the Customer does not accept the offer, the Trial Operation ends upon expiry of the notified period, without the Customer incurring any obligation to pay for the paid version of the AP Service. Until the end of the Trial Operation, and in any case for at least 30 days from the notice, the Customer may export the Invoices and Invoice Data stored to date free of charge. This does not affect the retention periods and deletion rules under Article 8.
This provision takes precedence over the general rules on the introduction of fees, acceptance of changes to terms and termination of Trial Features. The end of the Trial Operation does not by itself restrict the Customer’s access to the Platform or to other Services.
12. Liability and Allocation of Risk
Our liability in relation to the AP Service is governed by the Platform Terms, unless these Product Terms expressly provide otherwise.
We are not liable for incorrect payments, duplicate payments, late payments, incorrect payment details, incorrect accounting treatment, tax errors, audit issues, reporting errors or other consequences arising from:
- Invoices, Invoice Data or other data submitted by you or your Users;
- Invoice Data or Validation Outputs that you or your Users approve, use, ignore or override;
- user roles, permissions, approval workflows, internal controls or settings made by you or your Users;
- exported Invoice Data used by you in ERP, accounting, banking, payment, tax, audit or reporting processes;
- Third-Party Systems; or
- a breach of your own legal, contractual or internal obligations.
Nothing in these Product Terms limits or excludes liability to the extent that such limitation or exclusion is not permitted by mandatory law.
13. Processing of Personal Data
This Article constitutes a data processing agreement under Article 28 of the GDPR and forms part of the AP Product Terms.
When providing the AP Service, we may process, on your behalf and on your documented instructions, personal data contained in Invoices, Invoice Data, related documents and records of their processing. To that extent, you are the controller or, as the case may be, processor, and we are the processor or, as the case may be, sub-processor. By way of derogation from Article 8 of the Platform Terms, this Article applies to such processing.
Personal data that we process for our own purposes, in particular for account management, billing, security, support, risk management and compliance with legal obligations, are processed by us as an independent controller in accordance with the Platform Terms and the Privacy Policy.
The subject matter of processing includes, in particular, receiving, uploading, storing, extracting using OCR or AI, validating, correcting, sorting, approving, processing in workflows, connecting with Third-Party Systems, exporting, supporting, securing, backing up and deleting Invoices, Invoice Data and related documents.
Processing takes place for the duration of the provision of the AP Service and for the period necessary for export, switching to another provider, deletion or compliance with a legal obligation.
Data subjects may include, in particular:
a) your Users, employees, representatives and contact persons;
b) employees, representatives and contact persons of your suppliers and customers;
c) persons named in an Invoice or related document;
d) persons involved in reviewing, approving or processing Invoices.
The personal data processed may include, in particular:
a) first name, surname, job title and identification data;
b) contact details;
c) tax, accounting, banking and payment data;
d) data contained in an Invoice or its attachment;
e) data on approvals, rejections, comments and workflow;
f) technical identifiers and records relating to the processing of Invoices.
The AP Service is not intended for the processing of special categories of personal data. If such data appear in an Invoice, we will process them only to the extent necessary to provide the AP Service.
Your documented instructions include, in particular:
a) the use of the AP Service and its settings;
b) the submission, correction, approval, rejection or export of an Invoice;
c) an instruction sent through customer support;
d) a request for deletion, transfer or termination of the AP Service;
e) other instructions arising from these Product Terms.
You are responsible for:
a) the lawfulness of the processing of personal data and the existence of an appropriate legal basis;
b) fulfilling the information obligation towards data subjects;
c) the accuracy, adequacy and minimisation of the data provided;
d) the lawfulness and accuracy of your instructions;
e) handling data subject requests where you are their controller.
If you act as a processor in relation to the personal data, you are also responsible for being authorised to engage us as a sub-processor.
We process personal data only on your documented instructions, in accordance with these Product Terms and applicable law. If we reasonably believe that your instruction infringes the law, we will notify you and may suspend the affected processing until the instruction is clarified.
We implement appropriate technical and organisational measures commensurate with the risks of the processing, in particular measures for access management, protection of login credentials, data segregation, transmission security, backup, logging, monitoring, incident response and secure data deletion.
You give general authorisation for the engagement of sub-processors, in particular providers of infrastructure, hosting, OCR, AI, support and other technical services, where they are engaged for the purpose of providing the AP Service.
As of the effective date of these Product Terms, we use Microsoft Ireland Operations Limited, with its registered office at One Microsoft Place, South County Business Park, Leopardstown, Dublin 18, D18 P521, Ireland, as a sub-processor for the provision of cloud infrastructure and hosting, data storage and security, extraction of data from documents using OCR and processing using artificial intelligence.
We will inform you in advance of any intended addition or replacement of a sub-processor.
You may object to such a change on grounds relating to the protection of personal data. If we are unable to resolve the objection by a reasonable alternative measure, you may terminate the affected part of the AP Service with the right to export data under Article 10.
We transfer personal data to third countries only on the basis of a legal mechanism under Chapter V of the GDPR, in particular an adequacy decision, the European Commission’s standard contractual clauses or another permissible mechanism.
Where permitted by law, we will inform you of any binding request by a public authority for disclosure of personal data and will disclose only the data to the extent necessary.
We will inform you of a personal data breach without undue delay after becoming aware of it.
Depending on availability, the notification will include in particular:
a) a description of the incident;
b) the categories and approximate number of data records and data subjects concerned;
c) the likely consequences;
d) the remedial measures taken or planned;
e) a contact point for further information.
If not all information is available at the time of notification, we will provide it without undue delay.
To a reasonable extent, we will assist you with:
a) handling data subject requests;
b) data protection impact assessments;
c) prior consultation with the supervisory authority;
d) assessing and demonstrating the security of processing;
e) fulfilling your notification and remediation obligations.
If a data subject submits a request directly to us, we will forward it to you without undue delay, unless the law requires us to respond directly.
After termination of the AP Service, we will return or delete the personal data in accordance with the relevant provisions, subject to legal retention obligations.
Export, transfer and retrieval of personal data are governed by Articles 8 and 10 of these Product Terms. During the Transition Period and the period for data retrieval, the automatic deletion rules do not apply to the data necessary for the switch.
Data retained for legal reasons will be segregated, secured and used only for that purpose. Personal data in technical backups, security records and logs may be removed in the course of their regular overwrite cycle.
We do not use personal data processed under this Article to train general AI models. For statistical purposes and for the development and improvement of the AP Service, we may use only anonymised or aggregated data that can no longer be attributed to a specific person.
Any licence to Customer Data under the Platform Terms applies only to the extent compatible with this Article and does not constitute a separate authorisation to use personal data for our own purposes.
In matters of personal data processing, this Article takes precedence over any differing provisions of these Product Terms and the Platform Terms. The provisions on confidentiality, security, cooperation, audit, export, return and deletion of personal data remain in effect after termination of the AP Service for as long as necessary for their fulfilment.
For instructions and notices under this Article, you will use the customer support contact details.
14. Final Provisions
Matters not expressly governed by these Product Terms are governed by the Platform Terms. These Product Terms apply from 1 October 2026. In relation to the AP Service, you may contact us using the contact details or support channels specified in the Platform Terms or made available in the Platform.