Terms of Service

Section 1The agreement

These Terms of Service (“Terms”) are a binding agreement between Billistra (“we”, “us”, “our”) and the company or other legal entity that registers for or uses the service (“Customer”, “you”). They cover billistra.com, the Billistra application, the APIs, webhooks and sync agents, the storefront software, the documentation, and any support we provide (together, the “Service”).

You accept these Terms by creating an account, signing an order form, or using the Service. If you accept on behalf of a company, you represent that you have authority to bind it. If you do not have that authority, or do not agree, do not use the Service.

The complete agreement between us consists of, in descending order of precedence:

1. any signed order form, statement of work or enterprise agreement;
2. any signed Data Processing Agreement, for the data it covers;
3. these Terms;
4. the Privacy Policy and the Legal Notice;
5. the product documentation at docs.billistra.com.

The Service is sold to businesses. It is not offered to consumers, and consumer-protection rights that depend on consumer status do not apply. Nothing in these Terms excludes rights that cannot lawfully be excluded.

Section 2Definitions

Owner

The top-tier Customer that operates the IPTV business, holds the Ministra portals and sits at the root of a network.

Reseller

A business the Owner authorises to sell subscriptions under its own brand, with its own customers, pricing and payment accounts.

Sub-Reseller

A business a Reseller authorises on the same basis, one tier further down.

Tier

Any of the above. Each Tier is an isolated tenant with its own data, pricing and payment configuration.

End Customer

The individual or business that buys an IPTV subscription from a Tier. End Customers are not our customers and have no contract with us.

Portal

A Ministra / Stalker Portal middleware instance connected to the Service. Portals are the metering unit for pricing.

Portal User

A subscriber account provisioned on a Portal, counted against your plan’s per-Portal user allowance.

Customer Data

All data you or your Tiers submit to, or that the Service generates for you: End Customer records, subscriptions, invoices, wallet ledgers, configuration and audit history.

Order Form

The plan selection made at signup or a countersigned document specifying plan, term, Portal count and fees.

Subscription Term

The monthly or annual period you commit to, starting on activation and renewing as described in Section 9.

Section 3Eligibility and account security

To use the Service you must be a business or an individual acting in a business capacity, at least 18 years old, legally able to enter contracts, and not barred from receiving our services under any applicable law or sanctions regime.

You agree to:

• provide accurate, complete registration and billing details and keep them current;
• keep credentials, API keys and portal secrets confidential, and not share logins between people;
• enable multi-factor authentication for administrative accounts;
• promptly remove access for people who leave your organisation;
• notify us at security@billistra.com without delay if you suspect unauthorised access.

You are responsible for all activity under your account, including that of your staff, your Resellers and Sub-Resellers, and anyone using your API keys — whether or not you authorised it — except where the activity results from our own breach of these Terms.

Section 4What the service is

Billistra is a multi-tenant control plane for IPTV operators. Subject to these Terms and to payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for your internal business purposes and for operating your authorised reseller network. Depending on your plan, that includes:

• customer, subscription and package management across connected Portals;
• three-tier isolation between Owner, Reseller and Sub-Reseller, enforced at the data layer;
• hierarchical pricing with wholesale costs and floor/ceiling bounds per Tier;
• prepaid wallet, postpaid invoice and centralised commission billing models;
• independent payment-gateway connections per Tier;
• white-labelled storefronts, transactional email templates and dunning;
• bi-directional Ministra synchronisation through our sync agent;
• audit trails, compliance reporting and data-retention tooling;
• REST API and webhooks with per-Tier scoped credentials.

You may permit your Resellers and Sub-Resellers to use the Service through your account within the scope of your plan. You remain responsible for their compliance with these Terms as if their acts were your own.

Section 5What the service is not

This section is deliberately blunt, because it allocates legal responsibility.

Section 6Ministra connection and third-party systems

The Service works by connecting to systems you control or subscribe to: Ministra Portals, Stripe, PayPal, email infrastructure, your own domains. You are responsible for holding valid licences for those systems, for the credentials you supply, and for complying with their terms.

By connecting a Portal you instruct us to read from and write to it — creating, updating, suspending and revoking Portal Users and entitlements in line with the billing state you configure. You confirm you are authorised to grant that access.

Third-party systems change and fail outside our control. Where a provider alters or removes an API, suffers an outage, deprecates a version, or terminates your account with them, the resulting loss of functionality is not our breach — though we will make commercially reasonable efforts to restore an equivalent path. Fees are not suspended or refunded on account of a third-party failure.

Section 7Plans, portals and usage limits

Each plan includes a number of Portals and a per-Portal Portal-User allowance. Usage above the allowance is billed as overage, per 1,000 Portal Users or part thereof, measured at the peak count during each billing period. Current published plans:

Prices are in US dollars and exclude taxes. Annual billing is discounted as shown on the pricing page. Your Order Form governs if it differs from the published rates. Adding Portals mid-term is charged pro rata from activation; removing Portals takes effect at the next renewal and does not generate a refund.

We may apply fair-use protections — rate limits on the API, sync throughput ceilings, storage and email-volume caps — to keep the platform stable for everyone. Documented limits are in the documentation. Sustained use materially beyond your plan’s design envelope (for example, operating well past the tested customer-scale ceiling) entitles us to require an upgrade on 30 days’ notice.

Section 8Fees, invoicing and taxes

• Setup fee. Charged once at onboarding, covering provisioning, portal connection and configuration. It is earned when onboarding begins and is non-refundable.
• Subscription fees. Billed in advance for each Subscription Term — monthly or annually — on the payment method you keep on file.
• Overage. Billed in arrears at the end of the period in which it was incurred.
• Currency. All amounts are in US dollars unless your Order Form says otherwise. Bank or card conversion costs are yours.

Taxes. Fees exclude VAT, GST, sales, use, withholding and similar taxes, which you pay in addition, except taxes on our net income. If you are exempt or must self-account under a reverse-charge mechanism, give us a valid tax identification number or exemption certificate before invoicing. If law requires you to withhold, you gross up so we receive the full invoiced amount.

Late payment. Invoices are due on receipt unless the Order Form states net terms. Undisputed amounts unpaid after 14 days may attract interest at 1.5% per month or the maximum the law allows, whichever is lower, plus reasonable collection costs. After written notice and a 7-day cure period we may suspend the Service under Section 20. Suspension for non-payment does not relieve you of fees accruing during suspension. Charge a fee back without first raising a good-faith dispute with us and we may suspend immediately and recover the associated fees.

Disputes. Query an invoice in writing within 30 days of its date, giving reasons. We will not suspend for genuinely disputed amounts while we work them through in good faith; undisputed amounts remain due.

Price changes. We may change published prices with at least 30 days’ notice, effective at your next renewal. Prices are fixed for the duration of any committed annual term already paid. If you do not accept an increase, you may decline renewal before it takes effect.

Section 9Term, renewal and cancellation

The agreement starts when your account is activated and continues for the Subscription Term. It renews automatically for successive terms of the same length unless cancelled. Cancel a monthly plan at least 3 days, and an annual plan at least 30 days, before the renewal date — through the in-app billing settings or by writing to billing@billistra.com. Cancellation stops the next renewal; it does not shorten or refund the current term, and access continues to the end of the period you have paid for.

Either party may terminate for convenience at the end of a term on the notice above. Either party may terminate for cause as set out in Section 20.

Section 10Refunds and trials

Fees are non-refundable except where these Terms or mandatory law say otherwise. We do not refund partial periods, unused Portals, unused Portal-User allowance, or time lost to a third-party outage. We will refund on a pro-rata basis where we terminate for convenience, or where we materially breach and fail to cure within 30 days of your written notice.

Free trials run for 14 days unless we state otherwise, are provided “as is” without any warranty or service commitment, and may be modified or ended at our discretion. Trial data is deleted shortly after a trial ends unless you convert to a paid plan. We may limit trial features, require verification, and refuse a trial to anyone who has already had one.

Section 11Payment gateways and flow of funds

Consequently:

• the Tier that collects a payment is the merchant of record for that sale, and owns the customer contract, the receipt, the refund decision and the tax treatment;
• chargebacks, disputes, fraud losses, reserves, payout holds and gateway fees fall on the Tier whose account processed the transaction — not on us, and not on the Tier above;
• each Tier is responsible for its own onboarding, KYC, underwriting and continuing compliance with its gateway’s rules, the card-network rules and any applicable payment regulations;
• if a gateway suspends, restricts or terminates a Tier’s account, that is a matter between them and the gateway. We can show what the platform recorded, but we cannot compel a gateway or release funds.

Billistra’s own subscription fees are separate and are charged to you through our processor.

Section 12Wallets, recharge PINs and commissions

Wallet balances shown in the Service are ledger entries in the operator’s books recording credit that Tier has agreed to extend or that its customer has prepaid. They are not deposits, not e-money, not a claim against Billistra, and not held by us in any account. We provide the ledger; the underlying obligation is between the Tiers and their customers.

Recharge PINs are prepaid credit instruments the issuing Tier generates, prices, distributes, expires and revokes. Their legal characterisation — gift card, voucher, prepaid credit — and any resulting escheat, expiry-restriction or consumer-protection obligations are the issuing Tier’s responsibility. Commission and withdrawal-request records under the centralised model likewise track amounts owed between Tiers; the settlement is theirs to perform.

You are responsible for the accuracy of the pricing, tax rates, commission percentages and currency settings you configure, and for reconciling the ledger against your gateway and bank records.

Section 13Resellers and sub-resellers

The relationship between an Owner and its Resellers, and between a Reseller and its Sub-Resellers, is a contract between those businesses. We are not a party to it. Each Tier that authorises a Tier beneath it:

• must have a written agreement with it imposing obligations at least as protective as these Terms, including the acceptable-use and content-licensing obligations;
• is responsible to us for that Tier’s acts and omissions on the platform as though they were its own;
• must set and maintain the wholesale price and floor/ceiling bounds it wants enforced, and accepts that the platform enforces the bounds it is given, not the commercial deal it intended;
• must promptly disable a downstream Tier that breaches these Terms, and must tell us if it becomes aware of unlawful use.

Commercial disputes between Tiers — commission, pricing, customer ownership, migration on termination — are for those parties to resolve. We will not arbitrate them, take sides, transfer customers between Tiers, or release one Tier’s data to another beyond what the platform’s isolation model already permits, except under a binding court order or with the consent of the Tier that owns the data.

Section 14Acceptable use

You must not, and must not permit any Tier or user to, use the Service to:

• sell, bill for, manage or promote access to content you do not hold the necessary rights or licences to distribute in the territories where you sell it — including unauthorised retransmission of broadcast, satellite, cable, pay-per-view or streaming services;
• circumvent, or assist in circumventing, geo-restrictions, digital rights management, access controls or conditional-access systems;
• break any applicable law, regulation, court order, broadcasting or telecommunications rule, consumer-protection rule, tax obligation, or sanctions or export-control regime;
• commit or facilitate fraud, money laundering, terrorist financing, card testing, stolen-card use, identity theft, or the sale of stolen credentials;
• send spam, phishing, deceptive sender information, or bulk email to recipients who have not consented where consent is required;
• upload or transmit malware, or interfere with, probe, overload, denial-of-service, or attempt unauthorised access to the Service, its infrastructure, or any other tenant’s data;
• attempt to defeat tenant isolation, escalate privileges, or access data belonging to another Tier or customer;
• reverse engineer, decompile, disassemble, or derive source code from the Service; copy, frame, mirror or resell the Service itself as a competing product; or benchmark it for publication without our written consent;
• remove proprietary notices, misrepresent your relationship with us, or use our name or marks in a way likely to imply endorsement;
• scrape, crawl or bulk-extract data other than through the documented API within its rate limits;
• store or transmit content that is unlawful, defamatory, obscene, or that sexually exploits minors;
• share credentials across organisations, or resell platform access outside the Tier structure the Service provides.

We do not monitor Customer Data as a matter of course and have no obligation to. We may investigate suspected violations, and we may act on credible reports — including a complaint from a rights holder under the process in our Legal Notice — up to and including immediate suspension or termination under Section 20. Report violations to abuse@billistra.com.

Section 15Content rights and licensing

This clause is fundamental to our willingness to provide the Service. You represent and warrant on a continuing basis that:

1. you hold — and will maintain for as long as you sell it — every licence, right, consent, clearance and permission required for the content and services you bill for through the Service, in every territory where you sell them;
2. your business, and the businesses of every Tier you authorise, comply with all applicable copyright, broadcasting, telecommunications, licensing and consumer-protection laws;
3. you hold whatever operating licences, registrations or authorisations your jurisdiction requires for distributing audiovisual services, and you meet any age-verification or content classification duties that apply to them;
4. you will not use the Service in connection with any service that infringes a third party’s intellectual property.

We may request evidence of the licences and authorisations above where a complaint or a credible indication of infringement arises. Failure to provide reasonable evidence within 10 business days is a material breach entitling us to suspend or terminate. This does not make us a licensing authority or oblige us to verify anyone’s rights — the obligation and the liability remain yours.

Section 16Customer Data and privacy

As between us, you own all Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process and back it up strictly to provide, secure, support and improve the Service, and to comply with law. That licence ends when the data is deleted under our retention schedule.

You are responsible for the accuracy, quality and legality of Customer Data, for having a valid legal basis to give it to us, for issuing the privacy notices your own customers require, and for obtaining any necessary consents — including for data your Resellers and Sub-Resellers load.

For personal data, you are the controller (or, one tier down, your Reseller is) and we are the processor. Our handling is described in the Privacy Policy, and a Data Processing Agreement incorporating the Standard Contractual Clauses is available on request from privacy@billistra.com. Where a signed DPA exists, it governs personal data and prevails over this section.

We may generate aggregated, de-identified statistics about how the Service is used, and use them to operate, secure, benchmark and improve it. Such data never identifies you, your Tiers or your End Customers, and is never sold or disclosed in a form that could.

You are responsible for maintaining your own copies of anything you need. Export tools are provided; use them.

Section 17Intellectual property

We and our licensors own all right, title and interest in the Service — software, source code, APIs, schemas, interfaces, storefront templates, documentation, trade marks, and all improvements to them. These Terms grant a limited right to use the Service, not a sale, and all rights not expressly granted are reserved.

You retain ownership of your brand assets, and grant us a limited licence to display them inside your tenant and storefronts so we can deliver the white-labelling you configure.

If you send us feedback, ideas or feature suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation. You are not required to send feedback.

We may identify you as a customer, using your name and logo, on our website and in sales materials — unless you tell us not to at legal@billistra.com, which you may do at any time. Case studies and quotes require your prior written approval.

Section 18Confidentiality

Each party may receive information the other treats as confidential — including pricing, product roadmaps, security details, business plans, Customer Data and the terms of any Order Form. The receiving party will use it only to perform this agreement, protect it with at least the care it uses for its own confidential information (and never less than reasonable care), and disclose it only to staff, advisers and subprocessors who need it and are bound by similar duties.

These duties do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from a third party. If disclosure is compelled by law, the receiving party will give prompt notice where legally permitted and disclose only what is required. Confidentiality obligations survive for 5 years after termination, and indefinitely for trade secrets and personal data.

Section 19Availability, support and changes

We aim for high availability and publish live status at status.billistra.com. Unless your Order Form includes a written service-level agreement, no uptime commitment, response time or service credit applies. Uptime and support commitments are available on Enterprise plans.

Standard support is included with every plan by email at contact@billistra.com and through the in-app widget, during business hours. Pro adds priority response; Enterprise adds a dedicated account manager and a contractual SLA.

We perform scheduled maintenance in low-traffic windows and give advance notice where practicable. Emergency maintenance to address a security or stability risk may occur without notice. Excluded from any availability calculation are: scheduled and emergency maintenance; third-party failures including your Portals, gateways, DNS and network; factors outside our reasonable control; and your own misconfiguration or breach.

We improve the Service continuously and may add, modify or remove features. We will not materially reduce the core functionality of your plan during a paid term without 30 days’ notice; if we do, and the reduction materially harms your use, you may terminate and receive a pro-rata refund of prepaid fees for the unused period. Beta, preview and early-access features are optional, provided “as is”, excluded from any SLA, and may change or disappear at any time.

Section 20Suspension and termination

Suspension

We may suspend your access, in whole or in part, where:

• fees are overdue and remain unpaid 7 days after written notice;
• we reasonably believe your use breaches Section 14 or Section 15;
• your use threatens the security, integrity or availability of the platform or another tenant;
• we are required to suspend by law, court order, or a regulator; or
• we receive a credible rights-holder complaint that you do not answer within the stated period.

We give advance notice where practicable and limit the suspension in scope and duration to what the circumstances require. Where the risk is immediate — active fraud, a security threat, a legal compulsion — we may suspend first and notify promptly afterwards. We restore access once the cause is resolved.

Termination

• By you, for convenience, effective at the end of the current term under Section 9.
• By either party, for material breach not cured within 30 days of written notice.
• By us, immediately, for a breach of acceptable use or content licensing, for unlawful activity, for non-payment persisting more than 30 days after suspension, or where continuing to serve you would expose us to legal liability or sanctions exposure.
• By either party, immediately, on the other’s insolvency, administration, receivership, winding-up or an assignment for the benefit of creditors.

Termination for cause by us does not entitle you to a refund. Termination by you for our uncured material breach entitles you to a pro-rata refund of prepaid, unused fees.

Section 21Effect of termination and data export

On termination:

1. your right to access the Service ends, and API keys and sync agents stop working;
2. all accrued and outstanding fees become immediately due;
3. Customer Data remains available for export for 30 days — through the in-app export tools, or on request at contact@billistra.com;
4. after that window, deletion follows the retention schedule in the Privacy Policy: a 30-day grace period with undo, then a 365-day pseudonymised archive, then purge, with financial records preserved for the statutory period;
5. your Portals keep running — they are yours — but they stop receiving billing-driven provisioning updates from us, so you must arrange another means of managing entitlements before you cut over.

We do not delete data during the export window unless you ask us to, and we can supply a certificate of deletion on request afterwards. Assisted migration beyond the standard export tooling is available as a chargeable professional service.

Sections that by their nature should survive do survive, including definitions, fees accrued, intellectual property, confidentiality, disclaimers, indemnities, limitation of liability and governing law.

Section 22Warranties and disclaimers

Each party warrants that it has the authority to enter this agreement and will comply with laws applicable to its performance. We warrant that we will provide the Service with reasonable skill and care and in a manner materially conforming to the documentation, and that we will not knowingly introduce malicious code.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE AGAINST EVERY ATTACK, THAT DEFECTS WILL BE CORRECTED, THAT SYNCHRONISATION WILL ALWAYS COMPLETE WITHIN A GIVEN TIME, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR BUSINESS RESULT.

Performance figures published on our site or in documentation — sync latency, query latency, customer-scale ceilings — describe designed and tested targets under our reference configuration. They are not warranties, and your results depend on your infrastructure, your Portals and your data.

Section 23Indemnification

You indemnify us

You will defend, indemnify and hold harmless Billistra, its officers, employees and agents against any third-party claim, demand, proceeding, fine or penalty, and all resulting losses, damages, settlements, and reasonable legal costs, arising out of or related to:

• the content, services or subscriptions you or any Tier in your network sell, including any allegation of copyright, broadcasting-rights or other intellectual-property infringement;
• your or any Tier’s breach of Section 14 or Section 15;
• Customer Data, including a claim that our permitted processing of it infringes rights or breaks privacy law;
• disputes with your End Customers, your Resellers or your Sub-Resellers, including refunds, chargebacks and consumer complaints;
• your taxes, licences and regulatory obligations;
• your unauthorised or unlawful use of the Service.

We indemnify you

We will defend, indemnify and hold you harmless against a third-party claim that the Service, used in accordance with these Terms, infringes that party’s intellectual-property rights. This does not apply to claims arising from Customer Data, from content you sell, from your modifications, from combining the Service with anything we did not supply, from your continued use after we told you to stop, or from use in breach of these Terms.

If the Service becomes, or we believe it may become, the subject of such a claim, we may at our option procure the right to continue using it, modify or replace it to make it non-infringing, or terminate the affected part and refund prepaid unused fees. That is your exclusive remedy for an infringement claim.

Indemnities are conditional on the indemnified party giving prompt written notice, granting the indemnifying party sole control of the defence and settlement (with no settlement admitting fault or imposing obligations on the indemnified party without its consent), and providing reasonable cooperation at the indemnifying party’s expense.

Section 24Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST OR CORRUPTED DATA, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, IS LIMITED TO THE TOTAL FEES YOU PAID OR OWED US FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to:

• your obligation to pay fees due;
• either party’s indemnification obligations under Section 23;
• your breach of Section 14 (acceptable use) or Section 15 (content rights);
• either party’s breach of confidentiality;
• fraud, fraudulent misrepresentation, wilful misconduct or gross negligence;
• death or personal injury caused by negligence;
• any liability that cannot lawfully be excluded or limited.

These allocations of risk are a fundamental basis of the bargain and are reflected in the pricing. A claim must be brought within one year of the date the claiming party first became aware, or reasonably should have become aware, of the facts giving rise to it, except where a longer period is mandatory.

Section 25Export control and sanctions

You represent that you, your Tiers, and your owners and controllers are not located in, or organised under the laws of, a country or territory subject to comprehensive sanctions, and are not listed on any restricted-party list maintained by the EU, UK, UN, or the US Treasury or Commerce Departments. You will not make the Service available to any such person, and you will comply with all applicable export-control, sanctions and anti-corruption laws. Breach of this section entitles us to terminate immediately without refund.

Section 26Changes to these terms

We may modify these Terms to reflect changes in the Service, our business or the law. For material changes we give at least 30 days’ notice by email to your account administrators or by prominent in-app notice, and the change takes effect at the start of your next Subscription Term. Non-material changes — clarifications, corrections, new contact details — take effect on publication.

If you do not accept a material change, your remedy is to terminate before it takes effect, in which case we refund prepaid fees for any unused period. Continuing to use the Service after the effective date means you accept the revised Terms. The version identifier and date at the top of this page always identify the current text, and prior versions are available on request.

Section 27Governing law and disputes

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes), are governed by the laws of England and Wales, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Escalation first. Before starting proceedings, the parties will attempt to resolve the dispute in good faith: written notice describing the issue to legal@billistra.com, followed by a 30-day period in which senior representatives of each party discuss it. This does not prevent either party from seeking urgent interim relief.

Each party brings claims only in its individual capacity, and not as a claimant or class member in any purported class or representative proceeding.

Section 28General provisions

Entire agreement

These Terms and the documents listed in Section 1 are the entire agreement between us about the Service and supersede all prior proposals, statements and understandings. Neither party relies on any representation not set out here, though nothing excludes liability for fraudulent misrepresentation. Terms on your purchase order or vendor portal have no effect.

Assignment

You may not assign or transfer this agreement without our prior written consent, which will not be unreasonably withheld; we may assign it to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, on notice. Any other purported assignment is void. This agreement binds permitted successors and assigns.

Force majeure

Neither party is liable for a failure or delay caused by events beyond its reasonable control — natural disaster, war, terrorism, civil unrest, epidemic, labour action, government action, internet or utility failure, or a large-scale attack on infrastructure. Payment obligations are not excused. If the event persists beyond 60 days, either party may terminate on written notice.

Notices

Legal notices to us go to legal@billistra.com, as set out in our Legal Notice. Notices to you go to the email addresses of your account administrators or through in-app notification. Email notices are deemed received on the next business day after sending, absent a delivery failure. Keep your administrative contacts current.

Independent contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship, and neither party may bind the other.

No third-party beneficiaries

No person other than the parties has any right to enforce these Terms. End Customers, Resellers and Sub-Resellers acquire no rights against us under this agreement, except that our officers, employees and agents may enforce the disclaimers, indemnities and liability limits that benefit them.

Severability and waiver

If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the rest remains in force. A failure or delay in enforcing a right is not a waiver of it, and a waiver on one occasion is not a waiver on any other.

Language and interpretation

The governing version of these Terms is English; any translation is provided for convenience only and the English text prevails in a conflict. Headings are for reference. “Including” means “including without limitation”, and the singular includes the plural.

Compliance and records

You will keep reasonable records of your use of the Service, including Portal and Portal-User counts. If we reasonably believe usage has been under-reported, we may ask you to certify your usage, and any shortfall becomes payable at the then-current rates. We will not conduct such a review more than once a year absent evidence of a material discrepancy.