Terms of Service

Welcome to Invopay. These Terms of Service ("Terms") govern your use of our website and freight factoring services. By accessing or using our services, you agree to be bound by these Terms.

1. Acceptance of Terms

By accessing and using Invopay's services, you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not use our services.

2. Services Description

Invopay provides freight factoring services, which include but are not limited to:

• Purchase of accounts receivable (invoices) from carriers
• Advance payment on approved invoices
• Collections services
• Credit checks on shippers/brokers
• Back-office support services

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time.

3. Eligibility

To use our services, you must:

• Be at least 18 years of age
• Have legal authority to enter into binding contracts
• Operate a legitimate freight transportation business
• Have a valid Motor Carrier (MC) number issued by the FMCSA
• Provide accurate and complete information during application
• Maintain active operating authority

4. Application Process

When you submit an application for our factoring services, you represent and warrant that:

• All information provided is true, accurate, and complete
• You have the authority to bind your company to these Terms
• Your business is in good standing with all regulatory bodies
• You are not subject to any bankruptcy proceedings or insolvency

Invopay reserves the right to approve or deny any application at our sole discretion.

5. Factoring Agreement

Upon approval of your application, you will enter into a separate Factoring Agreement with Invopay, which will include:

• Advance rates and factoring fees
• Payment terms and schedules
• Recourse or non-recourse provisions
• Minimum volume requirements (if applicable)
• Contract duration and termination provisions
• Rights and obligations of both parties

6. Fees and Payment

Factoring fees will be clearly disclosed in your Factoring Agreement. Fees may include:

• Factoring discount rates (percentage of invoice value)
• Wire transfer fees
• Credit check fees
• Collection fees (if applicable)
• Administrative fees

All fees are non-refundable unless otherwise stated in your Factoring Agreement.

7. Invoice Requirements

To qualify for factoring, invoices must meet the following criteria:

• Be from a creditworthy shipper or broker
• Include valid and complete delivery documentation
• Be free of any liens, claims, or encumbrances
• Comply with all applicable federal and state transportation regulations
• Not be in dispute with the debtor

8. Representations and Warranties

You represent and warrant that:

• You own all invoices submitted for factoring free and clear of any liens
• All services related to invoices have been properly performed
• All documentation provided is accurate and not fraudulent
• You have not assigned the same invoice to any other factoring company
• You are in compliance with all applicable laws and regulations

9. Recourse Provisions

Unless your agreement specifies non-recourse factoring, you agree to repurchase any invoices that:

• Remain unpaid after the specified period
• Are disputed by the debtor
• Are found to be fraudulent or invalid
• Are subject to offsets, deductions, or counterclaims by the debtor

10. Prohibited Activities

You agree not to:

• Submit fraudulent or falsified invoices or documentation
• Double-factor invoices with multiple factoring companies
• Interfere with our collection efforts
• Use our services for any illegal purposes
• Misrepresent your business status or financial condition
• Attempt to bypass our credit approval process

11. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information exchanged during the business relationship, including but not limited to customer lists, pricing information, and business strategies.

12. Limitation of Liability

To the maximum extent permitted by law, Invopay shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.

Our total liability to you for any claims arising from our services shall not exceed the fees paid by you in the 12 months preceding the claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless Invopay and its officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including attorneys' fees) arising from:

• Your breach of these Terms
• Your violation of any law or regulation
• Your infringement of any third-party rights
• Any fraudulent or negligent acts

14. Termination

Either party may terminate the factoring relationship according to the terms specified in the Factoring Agreement. Upon termination:

• All outstanding obligations must be settled
• Invopay retains rights to collect on previously factored invoices
• Confidentiality obligations continue
• You must immediately cease using our services

Invopay reserves the right to immediately terminate services if you breach these Terms or engage in fraudulent activity.

15. Dispute Resolution

Any disputes arising from these Terms or our services shall be resolved through:

1. Good faith negotiations between the parties
2. Mediation, if negotiations fail
3. Binding arbitration in accordance with the American Arbitration Association rules

The arbitration shall take place in Chicago, Illinois, and shall be governed by Illinois law.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of our services after changes constitutes acceptance of the revised Terms.

18. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

19. Entire Agreement

These Terms, together with your Factoring Agreement and Privacy Policy, constitute the entire agreement between you and Invopay regarding our services and supersede all prior agreements and understandings.

20. No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver must be in writing and signed by an authorized representative of Invopay.