1. About these terms
These Terms of Service (the “Terms”) are an agreement between ShieldBill LLC (“ShieldBill”, “we”, “us”) and the business that creates a ShieldBill account or uses the ShieldBill platform (“you”, the “Merchant”). They govern your use of our website, dashboard, APIs, hosted checkout and related services (together, the “Services”).
By creating an account, accepting an order form or using the Services, you agree to these Terms. If you accept them on behalf of a company, you confirm that you have authority to bind it. If you do not agree, do not use the Services.
The Services are offered to businesses only. They are not intended for personal, family or household use.
2. What ShieldBill does
ShieldBill is payment orchestration software. It lets you connect the payment processor accounts you hold, route each charge to one of them, retry declined payments, manage subscriptions and recurring billing, record refunds and disputes, and receive the results in your dashboard and over signed webhooks.
ShieldBill is not a bank, a payment processor, an acquirer or a money transmitter. We do not receive, hold or pay out your funds. Payments are authorised, captured and settled by the processors you connect, under your own agreements with them, and funds move directly between those processors and you.
Some features are in preview or test mode only and may change or be withdrawn. We will describe a feature’s availability in the dashboard or in our documentation.
3. Your account
- You must be a legally registered business, and the person opening the account must be at least 18.
- You must give us accurate business, ownership and contact information, and keep it current. We may ask for documents to verify it, and may refuse or delay access until we can.
- You are responsible for everything done through your account, including by the members you invite. Keep credentials, API keys and second factors secure, and tell us at security@shieldbill.io as soon as you suspect unauthorised access.
- You decide who in your team has which permissions. Actions taken by a member with the required permission are treated as yours.
4. Your payment processor accounts
To take payments through ShieldBill you connect one or more accounts you hold with a supported processor or gateway (for example Stripe or NMI). You authorise us to use the credentials or permissions you grant to create charges, refunds and related requests on your behalf, as you configure.
- Your relationship with each processor is governed by your agreement with that processor. We are not a party to it, and you remain responsible for complying with it, including its rules on restricted businesses, dispute ratios and reserves.
- Processors, card networks and issuing banks decide whether a payment is approved, held, reversed or disputed. We cannot override those decisions, and we are not liable for them.
- Disconnecting or disabling a processor in ShieldBill stops ShieldBill from sending it new requests. It does not close your account with that processor.
- Routing and retry rules run as you configure them. You are responsible for choosing rules that comply with processor and card network rules, including limits on retrying declined payments.
5. Your responsibilities to your customers
The people who buy from you (“Customers”) are your customers, not ours. You are the seller of record and are responsible for:
- the products and services you sell, their delivery, and their compliance with law;
- clear pricing and, for subscriptions and trials, disclosure of the amount, frequency and renewal terms before the first charge, and the Customer’s consent to recurring charges;
- an easy way to cancel, and honouring cancellations and refund requests under your own policy and the law;
- a recognisable billing descriptor and a working customer support contact;
- your own privacy notice to Customers, and any consent the law requires for the data you collect.
If a Customer contacts us about a charge from you, we may tell them that you made the charge and give them your support contact.
6. Acceptable use
You must not use the Services to:
- sell anything illegal, or anything your processors or the card networks prohibit;
- process payments for another business without our written permission (no payment facilitation or aggregation);
- mislead Customers, including hidden subscriptions, fake trials, or charging after a cancellation;
- spread transactions across processors to evade a processor’s risk controls, dispute monitoring or account limits;
- test stolen card data, launder money or finance anything sanctioned;
- probe, overload or bypass the security of the Services, or reverse engineer them except where the law allows it;
- resell or sublicense the Services without our written agreement.
We may investigate suspected misuse and may suspend the affected part of your account while we do (see “Suspension and termination”).
7. Card data and security
Card numbers are collected in fields hosted by PCI DSS validated providers and stored in their vaults. Our systems work with the tokens those providers return, not with full card numbers.
You must not send full card numbers or security codes to ShieldBill outside those hosted fields, for example through the API, a webhook, a support message or a custom field. If you handle card data yourself, you are responsible for your own PCI DSS compliance.
We protect the Services with measures appropriate to payment software, including encryption of processor credentials, access controls, optional second-factor authentication at sign-in, and audit logs. No system is perfectly secure; we will notify you without undue delay if we confirm a security incident that affects your data.
8. Fees and billing
- Our fees are those shown in your dashboard or in the order form you accepted. They are separate from, and in addition to, the fees your processors charge you.
- Unless your order form says otherwise, fees accrue as you use the Services, are invoiced weekly in arrears, and are charged to the payment method on file when the invoice is issued. You authorise us to make those charges.
- Fees exclude taxes. You pay any sales, use, VAT or similar taxes that apply, other than taxes on our income.
- If a charge fails, we will retry it and tell you. If an invoice stays unpaid, we may pause new payment activity on your account until it is paid.
- If you think an invoice is wrong, tell us at support@shieldbill.io within 30 days of its date. We will review it and correct it with a credit or a refund where it is wrong. Please contact us before disputing a charge with your bank.
- We may change our fees with at least 30 days’ notice. The change applies from your next billing period after the notice ends.
9. Your data
You own the data you and your Customers put into the Services (“Merchant Data”). You grant us the rights we need to host, process and transmit it to provide, secure and support the Services, and to comply with law.
For personal data about your Customers, you are the controller and we act as your processor, processing it only on your documented instructions. Our Privacy Policy explains how we handle personal data where we are the controller, such as your own account details.
We may use aggregated and de-identified data about how the Services perform (for example approval rates by decline reason) to operate and improve them, provided it does not identify you or any Customer.
10. Confidentiality
Each of us will keep the other’s non-public information confidential, use it only to perform under these Terms, and share it only with people who need it for that purpose and are bound by similar duties. This does not apply to information that is public through no fault of the recipient, already known to it, or independently developed, or that the law requires it to disclose.
11. Intellectual property
We own the Services, including the software, documentation and brand. Subject to these Terms, we grant you a non-exclusive, non-transferable right to use the Services for your business during your subscription. If you send us feedback, we may use it without obligation to you.
12. Third-party services
The Services connect to third-party services you choose, such as processors, e-commerce platforms and fraud tools. Their terms govern your use of them. We are not responsible for their availability or for how they handle data you send them.
13. Suspension and termination
You may stop using the Services and close your account at any time by contacting support@shieldbill.io. Fees accrued up to closing remain payable.
We may suspend all or part of the Services, with notice where we reasonably can, if you breach these Terms, if an invoice is unpaid, if a processor or card network requires it, if we reasonably suspect fraud or unlawful activity, or if continuing would expose us, a processor or Customers to material risk. We may terminate these Terms for a material breach you do not cure within 15 days of notice, or on 30 days’ notice for any reason.
After closing, you can request an export of your Merchant Data for 30 days. We then delete or anonymise it, except for records we must keep by law or under card network rules.
14. Disclaimers
The Services are provided “as is” and “as available”. To the extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not promise that any payment will be approved or recovered, or that the Services will be uninterrupted or error-free.
15. Limitation of liability
To the extent the law allows, neither party is liable for indirect, incidental, special or consequential losses, or for lost profits, revenue or data, even if advised of the possibility.
Each party’s total liability arising out of these Terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, to your indemnity below, or to liability that cannot be limited by law.
16. Indemnity
You will defend and indemnify us against third-party claims, fines and penalties (including those imposed by processors or card networks) arising from your products, your dealings with Customers, your breach of these Terms, or your violation of law.
17. Changes to these terms
We may update these Terms. For a material change we will give you at least 30 days’ notice by email or in the dashboard. If you keep using the Services after it takes effect, the updated Terms apply. If you do not agree, you may close your account before then.
18. Governing law
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, and the state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising from them.
19. General
You may not assign these Terms without our consent; we may assign them to an affiliate or a successor to our business. Neither party is liable for delays caused by events beyond its reasonable control. If a provision is unenforceable, the rest remains in force. These Terms, with any order form, are the whole agreement between us about the Services; an order form prevails where they conflict.
20. Contact
ShieldBill LLC, 1021 E Lincolnway, Suite #10173, Cheyenne, Wyoming 82001, United States. Questions about these Terms: legal@shieldbill.io. Support: support@shieldbill.io.