AIM IRIS Master Subscription Agreement

Effective: 01 November 2023

About this Agreement

1. This document is the Master Subscription Agreement (“Agreement”) for the Agilyx Integration Machine Intelligent Recognition Invoice Service (AIM IRIS) (“Service”).
2. Together with the AIM IRIS Order Form, and the Agilyx General Terms of Business (located at https://legal.agilyxgroup.com/general-terms), this forms an Agreement between the Agilyx entity (“Agilyx, Us, Our”) and the Customer (“Customer, You, Your”) entity indicated on the AIM IRIS Order Form about the terms of use and contractual requirements about the Service.
3. The effective date of this Agreement is when the AIM IRIS Order Form is executed fully.

What the Service does

4. The Service is an accounts payable scanning service that receives an accounts payable invoice document in a supported format, e.g. PDF, detects relevant information from the document, and then provides this information to Your finance department for inspection and processing.
5. The Service is hosted on the Microsoft Azure platform and uses AI Services that have been configured and/or trained by Agilyx to detect the information on the document.

What the Service specifically does not do

6. The Service specifically does not do the following things, including but not limited to:

1. Detect if an invoice is fraudulent or not.
2. Detect if additional correspondence is included in the document sent for processing such as other notices from a customer about bank account changes or contractual notices.
3. Analyse the currency of the invoice document.
4. Check information against statements or remittance advice documents.
5. Provide a quality assurance review of detected data from AP invoices against the original record.

7. We do not accept any liability where You have relied on the Service to do something that We do not say it does.

Using the Service as intended

8. As part of designing and pricing the Service, choosing the technology to operate it, and our obligations to our infrastructure provider Microsoft, We have determined how the Service should be used by You.
9. If You choose to use the Service in a different way from what We intend, We do not accept liability for any loss that You incur because of this. You may also be liable to Us for damages caused to Us or our infrastructure provider by Your usage that is not what We intended.
10. We encourage innovation both internally and with our Customers. If You see a way to improve the use of Service, or if you have questions about its intended use, We encourage you contact Us prior to making changes to how you use the Service.
11. How we intend that the Service is used is included in the terms of this Agreement, and as described below:

1. You receive an accounts payable invoice (“AP Invoice”).
2. You send by email the AP invoice from an authorised email address to the specific Service email address You have been provided from Us, or through another way if this is listed in the AIM IRIS Order Form.
3. If You have multiple entities or environments (e.g. Test or Prod) You will have a separate Service email address per environment and per entity that We are providing the Service to.
4. The Service receives and analyses the AP Invoice.
5. The Service returns the AP Invoice’s data and PDF copy of it to Your finance system through an agreed secure connection, usually SFTP or an API.
6. This will create a draft AP invoice in Your finance system.
7. Your finance personnel will inspect the draft AP invoice and compare to the PDF copy that is provided from the Service in your finance system’s workflow approval process.
8. Your finance personnel decide to accept or reject the invoice for processing as per Your business rules and add any additional AP invoice information or match to purchase order, or perform other data entry as required by Your business rules.

Things You must not do

12. We want you to use the Service to support your organisation as much as possible. However there are important things that You must not do when using Our Service, this includes any person or organisation that you allow to use the Service.
13. We do not expect any of the below things to happen if You use the Service as We intend.
14. You must not do the following things or allow these things to happen:

1. Send Disallowed Content to the Service such as computer viruses, malware, ransomware, trojan horses, or other such things to the Service that are designed to disable, erase, lockup, damage, or corrupt software, hardware, or data.
2. Send Disallowed Content to the Service such as objectionable or illegal content.
3. Use or attempt to use crawlers, robots, data mining, or extraction tools on the Service.
4. Attempt to, or actually, reverse engineer the Service or access parts of the Service such as administrational areas of the Service that are only for Our Cloud Engineers or Developers to access.

15. If You do, or are reasonably suspected of doing, one more of the above things, Agilyx may suspend your access to the Service immediately without notice. If you do or allow one or more of the above things to happen, Agilyx may immediately terminate this Agreement.

Important things You must know

16. We wish to bring to Your attention the below specific points, however this does not mean these things are more or less important than the rest of this Agreement.
17. The Service is not guaranteed to be error free and is not intended for use for a completely automated solution.
18. We intend that Your finance personnel will send documents to the Service and that Your finance personnel inspect the generated information and compare against the original record. This means that we do not accept responsibility for fraudulent invoices being sent through the Service and paid by You. We also not accept responsibility for errors in the generated information by the Service that are sent to Your finance system that You rely on and then make a payment relating to these, or causes a material error in your financial records.
19. The Service does not verify the authenticity of an AP invoice, however the Service does not create new suppliers or change payment information in Your finance system.
20. If you create an automatic forwarding rule from an email inbox for accounts payable invoices to flow through an authorised email address to the Service, you take the risk and responsibility for spam emails, phishing emails, and Disallowed Content being sent to the Service. This will consume your transaction allowance and risks your ability to continue using the Service if Disallowed Content is sent to the Service.
21. If You do not pay Our invoice for the Service on or before the due date of Our invoice, Your access to the Service may be automatically or manually disabled until payment is received. If you do not pay Our invoice on time, You may be charged the higher of 10% interest or the interest rate set by applicable law, and collection costs including Our reasonable legal fees.
22. Any emails sent to the Service that do not come from an authorised email address will not be processed and will be deleted. An error report will not be generated for these and these do not consume your document allowance described below in the “How the subscription and billing work” section.
23. If You send a file to the Service which when scanned is not a valid recognisable invoice, We will return this to you in an error report. It is Your responsibility to review this error report and if the document should have been processed as an AP invoice You will need to manually process this in Your finance system.

Technical information about the Service

24. If You have a SFTP connection to the Service, You can schedule a polling frequency of no less than every 5 minutes. We recommend a polling frequency of 30 minutes, during Your business hours.
25. The target service uptime is 99.5%.
26. We will schedule maintenance windows from time to time. We will aim to schedule these during weekends and these will be advised to you at least 72 hours in advance via our status reporting tool, currently Statuspage.io. It’s important that You ensure Your required personnel responsible for this Service have subscribed to notifications from Our status reporting tool.
27. Once a document or invoice has been processed by the Service, and collected by or delivered to Your finance system it is deleted from the Service. We do not retain the information after this apart from transactional meta data for billing purposes.
28. You can nominate up to 5 email addresses to be authorised to send AP invoices to the Service.

Your third-party systems

29. This Agreement only covers the Service. You may have other agreements in place with us that cover other software, including finance systems that the Service provides information to.
30. You are solely responsible for ensuring that Your software is always correctly licenced.
31. This Agreement does not provide for support and maintenance of the finance systems that it connects to. You are responsible for the support and maintenance of those systems unless provided for in a different agreement between You and Us.
32. Any issue or service impairment in Your finance system before or after connecting to the Service or installing components in Your finance system to support working with the Service is outside the support offered in this Agreement.
33. If agreed in the AIM IRIS Order Form We may assist You in the initial configuration and setup of Your finance system to work with the Service, however You remain responsible for the ongoing management of those systems and the connection to the Service.
34. The support we provide You in this Agreement does not cover any work to enhance or resolve accounts payable processing workflow issues in Your finance system. We can provide You this service under a separate chargeable agreement.
35. If Your finance system is not working properly and not receiving or processing AP invoices as expected, but the Service is working properly, then this doesn’t count as unscheduled downtime of the Service.
36. You need to ensure that Your suppliers are set up correctly in Your finance system so that incoming AP invoices are coded to the correct expense codes, currency, and other values as applicable.

How the subscription and billing work

37. The AIM IRIS Order Form includes any minimum subscription period, any special commercial terms that apply to this Agreement, and the pricing information of the Service.
38. The Service is provided as an annual subscription which runs from 1 January to 31 December each year with a base level of document transactions included. A Transaction Block contains an allowance of 1,000 document transactions to be processed by the Service.
39. The annual subscription automatically renews each year unless You cancel as per the “Cancellation of the Service” section. The price of the annual subscription and additional Transaction Blocks are subject to indexation and increases each year according to the “Indexation under Agreements” section of our General Terms of Business.
40. We will invoice you around 30 days in advance of the renewal term starting with payment due as per the terms in the AIM IRIS Order Form.
41. If You start your subscription part way through a calendar year, Your subscription price and base level of document transactions will be prorated accordingly. For example if You start your subscription on 1 October, You will be invoiced for 15 months for the period 1 October to 31 December the following year, and You will receive 3/12 or one quarter of Your base level of document transactions for use for 1 October to 31 December the first part year, and then Your full base level of document transactions for the following full calendar year.
42. If You do not use all of your base level of document transactions, the unused portion does not roll-over or carry forward to new calendar year.
43. If You use all of Your base document transactions, You will be charged for an additional Transaction Block at the end of the month you went over Your total Transaction Blocks to ensure that You never go into a negative remaining balance of document transactions. For example if you have a base document transaction allowance of 3,000 documents and went over this allowance in November, You will be charged for the required additional Transaction Block at the end of November.
44. If you have a remaining balance of additional Transaction Blocks at the end of the calendar year, these will roll-over into the new subscription year.
45. Each month you will receive a report to an email address you choose which contains the following information:

1. Number of invoices received for processing in the calendar month just completed
2. Number of invoices successfully processed and sent to Your finance system
3. Number of failures
4. Success rate %
5. Annual Base document transactions allowance at start of month
6. Annual Base document transactions allowance remaining at end of month
7. Additional Transaction Block allowance at start of month
8. New additional Transaction Block purchased during the month
9. Additional Transaction Block allowance remaining at end of month
10. An invoice for new additional Transaction Blocks when Your annual allowance and any previous additional Transaction Block is fully used

46. Any file that You send to the Service consumes your document transaction allowance. This includes any spam or junk files that You send to the Service. If You send a file to the Service which when scanned is not a valid recognisable invoice, We will return this to you in an error report and this will have consumed one document from your document allowance.
47. If You send the same document multiple times to the Service, these documents will be processed each time that You send the document to the Service and will consume your document allowance each time.
48. If you send multiple attachments in a single email to the Service, each attachment will consume your document transaction allowance.

How We’ll support you

49. We will provide a person you choose a login to our support system, which is currently Zendesk, or we will allow a person you choose to submit a help ticket to our support desk via email to raise issues or request support for the Service.
50. We will respond to your help ticket within 2 business days. We will use best efforts to have your ticket resolved within 5 business days. As AIM IRIS is supported by Our global cloud engineering team and this team is primarily located in the Asia-Pacific region a business day means a day outside of weekends and public holidays in Sydney, New South Wales, Australia.

What We Guarantee

51. We guarantee that the Service will be available to receive AP invoices, analyse these, and return this information to Your finance system’s connection point 99.5% of the time outside of scheduled down time such as maintenance windows that we’ve advised through our status reporting tool.
52. We will use best efforts to exceed a 90% recognition accuracy rate of AP invoices sent to the Service.

Our liability to You

53. As much as allowed by the law, Our maximum liability to You in any case in relation to this Agreement is a 100% refund of the current annual subscription.
54. Neither You nor Us will be liable to the other for any loss, damage, delay, or breach in performing any obligations under this Agreement to the extent that it is because of something beyond the control of Yor or Us such as acts of God, acts of other organisations or individuals, network outages, or the Government.

Cancellation of the Service

55. You must give us 30 day’s notice prior to the subscription renewal date to cancel the automatic renewal of the service.
56. There are no refunds if You want to stop using the Service part way through a subscription period.
57. If You cancel the Service and later want to use it again, We may charge you a fee for the Service set up costs. If this happens we’ll let you know what this fee would be.
58. We may stop providing you the Service and cancel this Agreement if you materially breach this Agreement, are more than 30 days overdue in paying our Invoice for this service, or do one of things listed under the section “Things You must not do”. If We cancel the Agreement for one of these reasons, You must still pay Us any unpaid fees under this Agreement, and there are no refunds for unused time or transactions.
59. Our General Terms of Business which are a part of this Agreement also provides for termination of this Agreement for a Notifiable Event which is explained in that document.

Data Protection and Security

60. We take Our security and data protection obligations very seriously. In this Agreement “Data” means information that You send the Service, the information that we process, and the information that We return to You and/or Your finance system.
61. We have implemented administrative and technical safeguards designed to protect Your Data including against accidental or unlawful destruction, loss, alteration, damage, and unauthorised access or disclosure.
62. These include: encryption of Your Data in transit, appropriate background screening of our personnel involved in providing and maintaining the Service, business continuity and disaster recovery planning and testing, secure coding policies, information security training, phishing attack simulation and training, penetration testing, vulnerability detection and management, implementing an Information Security Management System (ISMS), and having Our ISMS audited and certified to ISO27001.
63. Microsoft which provides the technical infrastructure this Service operates on has extensive information about their trust and compliance information available here: https://www.microsoft.com/en-us/trust-center
64. The Service is not intended to collect or process Personally Identifiable Information.
65. Your Data will only be retained for as long as required to process it and provide the Service to you. We do not retain Your AP Invoice Data after it has been processed and collected by Your finance system. We collect and store sufficient information about your suppliers for the purposes of providing the Service to you, such as information Your supplier puts on their invoices to You which makes them identifiable. This information will be deleted if You cancel the Service and not retained after then except for a limited period of time as part of routine back up processes.
66. Your Data will be collected and processed in the Microsoft Azure region stated on the AIM IRIS Order Form, and this will usually be located in Your country.
67. Information about Your use of the Service for billing purposes will be transmitted to Australia for processing by our finance department.
68. Your Data may be accessible by our cloud engineering team personnel in other countries, including, but not limited to, Australia, New Zealand, and the Philippines, for the strict purpose of maintaining the service, and providing You with support services.
69. We may apply technical measures at short notice or without notice to protect the security of the Service and its infrastructure. If we believe that this may impact Your normal operation of the Service, we will inform you as soon as possible and discuss this with You.
70. If there is a data breach which actually, or is suspected to, affect(s) Your Data, we will notify you within 48 hours and sooner if practically possible or if required by law.
71. We understand that You may require additional contractual terms on Data Protection and Security depending on Your legal requirements. If this is the case, please contact us prior to executing this Agreement to work through this with You. If You require additional security requirements above Our already high standard, this may change the price that We have quoted You.

General terms

72. The Service must not be used or accessed by organisations or people who are under United States, United Kingdom, European Union, or Australian sanctions, or technology export restrictions set by the United States Government. We may apply technical controls to assist enforcing this to meet our legal requirements.
73. You agree that we can execute this document electronically and in counterparts.
74. We may identify You as a customer in a press release, marketing materials, our social media accounts, and on our website using Your name and logo unless you specifically request otherwise.
75. If You send us a Notice under this Agreement, You need to send this to legal@agilyxgroup.com.
76. We may assign or sub-contract our rights and responsibilities under this Agreement to any member of the Agilyx Group of companies. You may assign or sub-contract your rights and responsibilities under this Agreement to any related company of your corporate group. If We or You wish to do this, We or You must send a Notice to the other informing them.
77. If You require a Purchase Order to be displayed on Our invoice, you must include this on the AIM IRIS Order Form and in advance to Our finance team of the subscription renewal each year. Any terms issued on Purchase Order forms or other business documents You may send us for supplier onboarding do not apply to this Agreement.

Complaints

78. We trust that Our support team and Your Agilyx Relationship Manager will be able to resolve any issues that You may have. If after You have worked with your Agilyx Relationship Manager You feel You still have an issue that is not resolved satisfactorily, You can send Your concern to an Agilyx Executive Manager by emailing priorityone@agilyxgroup.com. This does not replace the Dispute Resolution process described in our General Terms of Business but may allow You and Us to resolve the issue faster in a more informal way. You do not have to do this first before using the Dispute Resolution Process.
79. We’re excited to have you as a customer and thank you for the trust you are placing in us.