Terms of Service and Sales

In these Terms, the following terms have the meaning set out below.

"Billz" means the platform, interfaces, services, tools, simulators, dashboards and features operated under the Billz trade name by Merchain Labs.

"User" means any natural or legal person accessing the platform. A user may be a professional or a non-professional depending on their declared status and applicable verifications.

"Professional user" means any person or entity using Billz in the context of a professional, commercial, entrepreneurial, association, DAO, Web3, crypto-native or similar activity.

"Non-professional user" means any natural person using Billz outside of a professional activity. Mandatory consumer protection rules apply where the user is eligible.

"Wallet" means the digital asset wallet used by the user. Billz does not hold the user's private keys.

"Digital assets" means in particular cryptocurrencies, stablecoins, tokens, on-chain positions and assets supported by or visible in the platform.

"Simulation" means an indicative estimate covering, among other things, the payable amount, collateral, LTV, health factor, APYs, net carry, fees or risk level.

"Payment" means a payment, payout, off-ramp, transfer or settlement operation to a beneficiary, performed directly or via third-party providers.

"Third-party providers" means in particular blockchains, DeFi protocols, KYC/KYB providers, payment rails, liquidity providers, blockchain analytics providers, cloud providers, AI providers and other technical partners.

"AI" means the artificial intelligence features of Billz, available or upcoming, which may analyse, extract, suggest, prepare or assist with certain tasks.

These Terms apply to all users of Billz, whether professional or non-professional, subject to the specific rules set out in the dedicated sections.

Acceptance of the Terms may be evidenced by ticking a checkbox, creating an account, connecting to the platform, requesting a simulation, connecting a wallet, submitting an invoice, using a service, requesting a payment or continuing to use the platform.

The user declares that they have the legal capacity required. When acting on behalf of a company, organisation, DAO or workspace, the user warrants that they are authorised to accept the Terms on behalf of that entity.

Billz may refuse, limit or suspend access to the platform in the event of a compliance risk, suspicious activity, inaccurate information, an unsupported country, KYC/KYB refusal or any breach of these Terms.

Billz is open to professional and non-professional users, subject to feature availability, supported countries, KYC/KYB requirements, third-party providers and applicable law.

Professional users may access features intended for businesses, including workspaces, expense management, professional payments, roles, permissions, referrals and proof tools.

Non-professional users may access the features authorised for their profile, including the simulator and, where compliance allows, certain payments or off-ramps after KYC.

Billz may apply different functional restrictions based on the user's status, country, risk profile, verification level, third-party provider requirements or applicable regulations.

Where a non-professional user benefits from mandatory consumer protection rights, those rights prevail over any conflicting clause of these Terms.

Billz may be accessible in Europe, the United States and Canada, subject to actual availability, local compliance, user verification and third-party provider requirements.

Billz is not available in countries, territories or jurisdictions that do not allow services related to digital assets, crypto payments, off-ramps, stablecoins, DeFi protocols or the services offered by Billz.

Access is prohibited for persons or entities located in sanctioned territories, listed on sanctions lists, subject to asset-freezing measures or presenting a high compliance risk.

Billz may use geolocation, IP filtering, blockchain analytics, risk scoring, KYC/KYB verification, VPN detection and other controls to protect the platform and its providers.

The user undertakes not to circumvent these restrictions, in particular via a VPN, proxy, false identity, nominee, third-party wallet or any other method aimed at masking their location, identity or the origin of funds.

Access to certain features may be possible before KYC/KYB. However, any off-ramp, fiat payment, payout or operation involving payment rails may require prior KYC/KYB verification.

Billz and its providers may request information and documents relating to identity, the company, beneficial owners, source of funds, destination of funds, invoices, payment beneficiary, wallet and economic activity.

Refusal to provide the requested information, impossibility of verification, supply of inaccurate information or the existence of a compliance risk may result in payment refusal, access limitation, suspension or account closure.

Billz may refuse or suspend an operation in the presence of AML/CFT risk, sanctions, fraud, mixer, high-risk protocol, suspicious wallet, inconsistent beneficiary or incomplete information.

Billz is designed as a non-custodial platform. Billz does not hold the user's private keys and cannot sign on their behalf without cryptographic authorisation or a session authorised by the user.

The user remains responsible for their wallet, signatures, authorisations, keys, devices, transactions and the monitoring of their positions.

The user validates on-chain actions via their wallet or a compatible authorisation mechanism. Some operations may be performed under a temporary session authorised by the user, with an indicative duration of up to one hour.

A temporary session may cover, depending on what is displayed in the interface, actions such as position creation, borrow, repay, swap, adding collateral, withdrawal, preparation or execution of an off-ramp or payment.

A temporary session is to be understood as an authorisation framed by the interface: it is time-limited, tied to the workflow presented to the user, and does not constitute a general transfer of asset ownership to Billz.

The user must verify the actions, amounts, assets, fees, beneficiaries, risks and parameters displayed before authorising a session or confirming an operation.

Simulations and indicators provided by Billz are indicative and non-contractual. They are based on the information available at the time of display and may change rapidly.

Simulations may display, in particular: payable amount, required collateral, LTV, health factor, borrow APY, yield APY, net carry, Billz fees, rail fees, network fees, estimated time, risk level or comparative scenarios.

The information displayed by Billz is descriptive and factual. It does not constitute financial, tax, legal, accounting, wealth or investment advice, nor personalised crypto-asset advice.

Billz may present data, scenarios or characteristics, but the user remains solely responsible for their decisions. Terms such as "suggestion", "option", "scenario", "simulation" or "estimate" must not be interpreted as a personalised recommendation.

Rates, APYs, fees, risks, liquidity, protocol conditions and availability may change between the simulation and execution.

Billz may allow users to prepare, initiate, orchestrate or track payments, off-ramps or payouts to beneficiaries, directly or through third-party providers.

Any operation may be subject to KYC/KYB, AML/CFT controls, risk analysis, provider approval, rail availability, amount limits, geographic restrictions, beneficiary verification, fees and processing times.

Billz does not guarantee that a payment will be accepted, executed, processed within a specific time, received by the beneficiary, or free of fees, delays, controls, refusals or third-party errors.

The user is solely responsible for the accuracy of payment information: amount, currency, beneficiary, IBAN or banking details, reference, invoice, country, purpose of payment and supporting documents.

An error in address, beneficiary, wallet, amount, currency, reference or signature may result in delay, failure or loss of funds.

The user acknowledges that digital assets, stablecoins, blockchains, DeFi protocols, smart contracts, oracles, bridges, swaps, vaults, yield strategies, borrowing and crypto-backed operations carry high risks.

These risks include in particular: volatility, partial or total loss, depeg, liquidation, rate variation, fee increase, network congestion, oracle error, smart contract flaw, exploit, hack, protocol insolvency, loss of liquidity, third-party service shutdown, wallet error, signing error and regulatory risk.

Billz does not guarantee the security, availability, performance, solvency, liquidity, stability or absence of flaws of any asset, protocol, stablecoin, smart contract, third-party provider or blockchain.

Billz does not compensate, refund or cover losses resulting from a malfunction, hack, depeg, liquidation, rate variation, liquidity loss, oracle error, shutdown or failure of a protocol or third-party provider, except for fault directly attributable to Billz within the limits permitted by applicable law.

Some features may display or use information relating to potential return, APY, a vault, a DeFi strategy or a treasury allocation.

Any displayed yield is variable, indicative, not guaranteed, may become zero or negative after fees, and depends on third-party providers or protocols.

Billz does not guarantee any yield, APY, performance, offset of borrowing cost by yield, or the permanent availability of any strategy.

The user understands that a potential yield may be lower than the borrowing cost, change without notice or result in partial or total loss of the exposed assets.

Using collateral or a position to access liquidity may result in a risk of liquidation, asset loss, forced repayment, margin call, insufficient collateral or deterioration of the health factor.

LTV, health factor, rates, collateral value, fees, market conditions and protocol parameters may change rapidly.

Alerts, indicators or suggestions provided by Billz do not replace active monitoring by the user.

The user remains responsible for managing their collateral, debt, liquidation and strategy risk.

Billz does not provide any tax advice. The tax treatment of an operation depends on the jurisdiction, the personal or professional situation of the user, the nature of the assets, the structuring of the operation and the interpretation of the competent authorities.

The possibility of using a collateral, borrowing or crypto-backed liquidity approach instead of a direct sale does not guarantee the absence of a taxable event, taxation, reporting obligation or accounting consequence.

The user must consult a qualified professional for any tax, accounting or legal question.

Billz may allow uploading, receiving, scanning or forwarding invoices, documents and supporting documents to a Billz interface or inbox.

The user warrants that they have the right to transmit these documents, that the information is accurate, that the invoices correspond to a real and lawful activity, and that they do not violate any third-party rights.

Billz may refuse, block, flag or request additional information in the event of an inconsistent, suspicious, incomplete or fraudulent invoice, an invoice linked to a prohibited activity or an invoice associated with a high-risk wallet or beneficiary.

Automatic or assisted extractions must be verified by the user before any payment, approval or accounting recording.

Billz may allow the creation of workspaces, user profiles, roles, permissions, approval rules, internal notes, histories and proofs.

The workspace owner or administrator is responsible for adding, removing, managing and verifying users and permissions.

Billz cannot be held liable for an action performed by a user with an authorised access, role or right within the workspace, except for fault directly attributable to Billz.

The user must regularly review accesses, permissions, approvers and internal rules.

Billz may include artificial intelligence features that can in particular analyse invoices, extract information, detect anomalies, categorise expenses, suggest actions, explain risks, prepare proofs or assist support.

AI features may evolve progressively. In a first step, the AI analyses and suggests. In a second step, it may prepare certain actions to be confirmed by the user. In a future step, an autonomous agent may operate under parameters defined by the user.

The autonomous agent is not enabled by default. Any advanced automation must be authorised by the user according to the parameters displayed in the interface, including limits, beneficiaries, authorised actions, protocols, thresholds, duration and revocation rules.

The user acknowledges that the AI may produce errors, omissions, incorrect extractions, incomplete suggestions or inaccurate results. The user remains responsible for verification and decisions taken.

The AI does not replace a chartered accountant, tax adviser, financial adviser, compliance officer or human control.

Billz may generate payment proofs, exports, histories, summaries or documents intended to facilitate operational, accounting or administrative tracking.

These documents are provided as assistance. They do not constitute accounting certification, tax opinion, legal guarantee, absolute proof or any guarantee of acceptance by a bank, authority, auditor or chartered accountant.

The user must retain their own supporting documents and have their accounting, tax and legal treatment validated by their professional advisers when they deem it necessary.

Using Billz may give rise to fees, commissions, processing fees, rail fees, network fees, provider fees, service fees, subscription fees or fees related to certain features.

Applicable fees are displayed in the interface, in a simulation, in a quote, on a pricing page, in a dashboard or before confirming an operation.

Fees may vary depending on amount, currency, country, user type, rail used, provider, liquidity, urgency, complexity, risk or applicable offer.

Unless otherwise stated or required by mandatory applicable rules, fees already incurred with blockchains, protocols, third-party providers, rails, KYC/KYB or networks are not refundable.

For non-professional users, mandatory rules on the right of withdrawal, pre-contractual information and refunds apply within the limits provided by law.

Where a non-professional user benefits from a right of withdrawal, that right is exercised in accordance with the rules applicable to distance contracts and digital services.

Where the user requests immediate performance of a service before the end of the withdrawal period, they may be required to acknowledge that the right of withdrawal may be lost for services fully performed, or that proportional fees may be due for the part already performed.

Blockchain operations, signatures, network fees, protocol fees, crypto operations, off-ramps, payments, conversions or services that have already been fully performed may not be technically reversible.

Mandatory consumer rights remain applicable where the law so requires.

Billz may offer a referral, ambassador, partner or business-introducer program.

Any commissions or rewards are calculated according to the rules displayed in the platform, a dashboard, documentation or a separate agreement.

Unless stated otherwise, commissions are calculated on the net fees actually collected by Billz, excluding third-party fees, rail fees, taxes, refunds, chargebacks, cancellations, disputes, fraud or operations that have not been validated.

Billz may refuse, suspend or cancel a commission in the event of fraud, abuse, prohibited self-referrals, unqualified traffic, KYC/KYB refusal, suspicious activity, breach of communication rules or non-compliance with these Terms.

Participants in the referral program must not make misleading promises regarding taxation, yield, the token, risk, regulations, revenues or performance.

Billz may be associated with an ecosystem token. The Billz token, where available, is presented as a community, utility or ecosystem element depending on the features actually available.

The Billz token does not constitute a share, bond, financial security, debt instrument, equity participation, promise of yield, right to revenue, right to dividends or guarantee of value.

The value of a token may vary significantly and may become zero. The user acknowledges the risks of volatility, illiquidity, total loss, technical risk, regulatory risk and market risk.

Any utility, discount, access, benefit, campaign or feature linked to the token may evolve, be suspended, limited or modified depending on applicable law, technical constraints and ecosystem decisions.

The user undertakes to provide accurate information, keep their information up to date, use Billz only for lawful activities, comply with applicable laws, verify the information displayed and monitor their positions.

The user shall not use Billz for money laundering, illicit financing, fraud, sanctions evasion, impersonation, prohibited activities, manipulation, payments related to unlawful goods or services, referral abuse or exploitation of a vulnerability.

The user is responsible for their account, wallet, devices, signatures, workspace access, permissions, beneficiaries, invoices, decisions and tax or accounting declarations.

Billz implements reasonable security and availability measures, but does not guarantee uninterrupted, permanent, error-free or incident-free access.

The platform may be suspended or disrupted due to maintenance, updates, technical incidents, cyber attacks, cloud outages, blockchain congestion, provider unavailability, security measures, legal obligations or force majeure.

Billz relies on third-party providers that Billz does not always control. The user acknowledges that these services may impose their own conditions, fees, deadlines, restrictions, controls and risks.

Billz cannot be held liable for delays, refusals, unavailability, errors, fees, hacks, losses, decisions or incidents attributable to third-party providers, except for fault directly attributable to Billz within the limits of applicable law.

Billz processes certain personal data in order to provide the services, manage accounts, secure the platform, perform KYC/KYB verifications, process payments, manage referrals, improve the services, prevent fraud and comply with its legal or contractual obligations.

Data may include identity, contact details, account information, wallet information, invoices, documents, logs, usage data, KYC/KYB information, payment information, support data and data relating to referrals.

The contact point for personal data is support@bill-z.com.

Billz may use cookies and trackers necessary for the operation, security, authentication, preferences, analytics, referral tracking and improvement of the service, in accordance with applicable law.

Professional, financial, invoice, beneficiary and treasury data transmitted to Billz are processed with a reasonable level of confidentiality, subject to the sharing required with third-party providers, authorities, advisers or partners involved in delivering the services.

The Billz platform, its trademarks, logos, interfaces, texts, designs, software, databases, simulators, workflows, models, algorithms, content, documentation and associated elements are protected by intellectual property rights.

The user benefits only from a limited, non-exclusive, non-transferable and revocable right of access and use.

Any unauthorised reproduction, extraction, copying, modification, distribution, reverse engineering, commercial exploitation or improper use is prohibited.

For professional users, Billz may not be held liable for indirect losses, loss of profit, loss of business, loss of opportunity, loss of data, reputational damage, crypto losses, DeFi losses, liquidations, depegs, hacks, third-party fees, tax decisions or third-party provider failures, except for fault directly attributable to Billz.

For professional users, the total liability of Billz, for all damages combined, is limited to the amount of fees actually paid to Billz by the user for the relevant service during the three months preceding the event giving rise to the damage.

If no fee has been paid to Billz, the liability of Billz to a professional user is limited to 100 euros, within the limits permitted by applicable law.

For non-professional users, the limitations of liability set out in these Terms apply only within the limits permitted by consumer protection law and applicable general law.

No clause of these Terms deprives a non-professional user of their mandatory legal rights.

Billz remains liable for direct damages resulting from fault directly attributable to it, under the conditions provided by applicable law.

Billz cannot, however, guarantee the absence of risks inherent to digital assets, blockchains, DeFi protocols, third-party providers, wallets, market fluctuations, off-ramps, network fees or user errors.

The user agrees to indemnify Billz, within the limits of applicable law, against any claim, loss, damage, cost or expense resulting from their faulty use of the platform, breach of these Terms, inaccurate information, unlawful activity, fraud, beneficiary error, referral abuse, mismanagement of their accesses or violation of third-party rights.

Billz may suspend, limit or close a user's or workspace's access in the event of a compliance risk, breach of the Terms, fraud, abuse, suspicious activity, KYC/KYB refusal, non-payment of fees, provider request, legal obligation or threat to security.

The user may stop using the platform at any time, subject to ongoing operations, fees due, legal obligations, retention periods and technical constraints.

Clauses relating to risks, liability, fees due, confidentiality, intellectual property, necessary data, disputes and applicable law survive account closure.

Billz may amend these Terms to reflect changes in the services, regulations, providers, fees, security, AI, the token, referrals or the platform.

Users are notified by any appropriate means where necessary. Continued use of the platform after the new Terms come into force constitutes acceptance of those Terms.

Billz cannot be held liable for any delay or failure resulting from an event beyond its reasonable control, including disaster, war, cyber attack, internet outage, cloud outage, blockchain outage, network congestion, decision of an authority, regulatory change, DeFi incident, third-party hack, banking failure, provider unavailability or any other case of force majeure.

These Terms are governed by French law, subject to mandatory rules applicable to non-professional users and mandatory rules of the user's country of residence where they apply.

For professional users, any dispute relating to these Terms shall be submitted to the competent courts of Paris, except where mandatory provisions provide otherwise.

For non-professional users, the mandatory rules of jurisdiction provided by applicable law remain applicable.

When accessing the application, the user may be asked to confirm that they accept these Terms, the privacy policy and the applicable risk warnings.

Before a sensitive operation, the user may be asked to confirm that they have verified the information displayed, including amount, beneficiary, asset, collateral, fees, risks, authorisations, session duration and potential consequences.

Before activating advanced AI or automation features, the user may be asked to accept specific conditions for those features.