These Terms of Service (“Terms”) govern access to and use of GuardRailPay.

GuardRailPay is provided by MATTECH OÜ, registry code 17589238, registered at Narva mnt 86-3, Kesklinna linnaosa, Tallinn, Harju maakond, 10150, Estonia (“MATTECH”, “GuardRailPay”, “we”, “us” or “our”).

By creating an account, clicking to accept these Terms, starting a trial, purchasing a subscription, or using the Service, you agree to these Terms on behalf of the business you represent.

If you do not agree, do not use the Service.

1. Business-to-business service only

GuardRailPay is intended only for business and professional use.

You may use the Service only if:

you are at least 18 years old;
you are acting wholly or mainly for purposes relating to a trade, business, craft or profession; and
you have authority to bind the company, partnership, sole trader, professional practice or other business on whose behalf you use the Service.

GuardRailPay is not offered as a consumer service.

By accepting these Terms you represent and warrant that you are not acquiring the Service primarily for personal, family or household purposes.

2. Definitions

“Account” means a GuardRailPay user account.

“Business Customer” or “Customer” means the business entity or professional user that subscribes to or uses the Service.

“Customer Content” means invoices, attachments, contact details, messages, notes, records and other content submitted to or processed through the Service by or on behalf of a Customer.

“Service” means the GuardRailPay website, dashboard, invoice-processing functions, reminder functions, email handling, automated reply classification, referral features and related software and services made available by MATTECH.

“Subscription” means a paid plan for a company workspace.

“User” means an authorised individual using the Service for or on behalf of a Customer.

3. What GuardRailPay does

GuardRailPay is software that helps businesses organise and automate invoice follow-up.

Features may include:

invoice upload and email ingestion;
extraction of invoice information;
reminder scheduling;
sending invoice reminders;
attaching the original invoice to reminder emails;
recording customer replies;
identifying payment promises;
identifying payment-confirmation messages;
pausing or resuming follow-up;
marking invoices as paid;
team access;
multi-company access;
referral rewards.

Features may change over time.

4. What GuardRailPay is not

GuardRailPay is not:

a debt collector;
a debt collection agency;
a law firm;
a solicitor;
a bailiff or enforcement agent;
a regulated credit provider;
a bank;
an accounting firm;
a tax adviser;
a payment initiation service;
an escrow service;
a guarantee of payment.

We do not determine whether a debt is legally due, whether an invoice is enforceable, whether interest or fees may lawfully be charged, or whether legal proceedings should be started.

Nothing in the Service is legal, accounting, tax, credit-control or financial advice.

Customers must obtain their own professional advice where required.

5. Customer responsibility for invoices and recipients

The Customer is solely responsible for:

the validity and accuracy of every invoice;
the legal basis for the underlying transaction;
the amount claimed;
the payment terms;
the due date;
bank or payment instructions;
the identity and contact details of the recipient;
determining whether reminders may lawfully be sent;
resolving disputes;
complying with applicable tax, accounting, consumer, debt-collection, privacy and electronic-communications rules;
ensuring Customer Content does not infringe third-party rights.

MATTECH does not independently verify the legal validity or enforceability of invoices.

6. Authority to send communications

The Customer instructs and authorises MATTECH to send invoice-related communications on the Customer’s behalf using the information and settings supplied through the Service.

The Customer remains the sender responsible for the business purpose and lawfulness of those communications.

The Customer must not use GuardRailPay to:

send spam;
send unsolicited marketing disguised as an invoice reminder;
harass or threaten recipients;
pursue knowingly invalid, fabricated or fraudulent debts;
impersonate an unrelated person or business;
send unlawful collection threats;
misrepresent legal consequences;
contact a person after the Customer knows communication must stop under applicable law.

We may suspend sending where we reasonably believe the Service is being abused or used unlawfully.

7. Email delivery

Email delivery is not guaranteed.

Messages may be delayed, rejected, filtered, quarantined, blocked, bounced, rate-limited or placed in spam by third-party systems.

MATTECH is not responsible for:

recipient mail-server policies;
spam filtering;
mailbox capacity;
incorrect recipient addresses;
domain reputation outside our reasonable control;
third-party internet outages;
email-provider outages;
a recipient failing to read a message.

The Customer should not rely on GuardRailPay as the sole method of giving a notice where law or contract requires a specific legally effective form of service.

8. Automated processing and AI

GuardRailPay may use automated systems and artificial intelligence to:

read invoices;
extract invoice fields;
classify replies;
recognise expected payment dates;
recognise payment-confirmation messages;
flag disputes or messages for review.

Automated outputs can be incomplete, delayed or incorrect.

The Customer must use reasonable judgement and review information where accuracy matters.

GuardRailPay does not make legal decisions about a debtor, determine whether legal action should be taken, or guarantee that an automated classification reflects the recipient’s legal position.

9. Payment status

Unless an approved payment integration expressly states otherwise, GuardRailPay does not independently know whether funds have reached the Customer’s bank account.

A message such as “paid” or a remittance confirmation may be recorded as a payment confirmation, but the Customer remains responsible for confirming actual receipt of funds.

The Customer may mark an invoice as paid manually.

10. Accounts and security

Users must provide accurate account information and keep credentials secure.

The Customer is responsible for:

all authorised use of its workspace;
choosing appropriate roles and permissions;
promptly removing access from former staff or contractors;
protecting devices used to access GuardRailPay;
notifying us promptly of suspected unauthorised access.

Accounts may not be sold, leased or transferred without our written consent, except as part of a bona fide transfer of the Customer’s business.

11. Company workspaces and team roles

A GuardRailPay account may have access to one or more company workspaces.

A company may have multiple users with different roles.

The person designated as owner controls the workspace subject to these Terms.

MATTECH may rely on actions taken by a user with the relevant permissions.

Disputes between users of the same Customer organisation are the Customer’s responsibility. We may freeze disputed administrative changes until authority is reasonably established.

12. Plans and usage limits

Public plans may include:

Starter — up to 50 new invoices per month;
Growth — up to 150 new invoices per month;
Business — up to 300 new invoices per month;
Scale — custom usage or pricing.

Current pricing and plan limits are displayed on the GuardRailPay website or ordering page.

Unless expressly stated otherwise, public plans include the same core functionality and differ primarily by invoice volume.

If a Customer repeatedly exceeds a plan limit, we may:

notify the Customer;
require an upgrade;
temporarily prevent new invoices from being added after the plan allowance is exceeded;
offer a custom plan.

We will not impose an undisclosed overage charge.

13. Free trial

We may offer a free trial.

Unless the ordering page states otherwise:

the standard trial period is 14 days;
a valid payment method may be required to activate Autopilot;
no subscription fee is charged at the start of the trial;
the selected paid Subscription begins automatically at the end of the trial unless cancelled before the renewal point.

Trial eligibility may be limited to one trial per Customer, business, payment method or substantially related account.

We may refuse or end trials that we reasonably believe are being abused.

14. Fees, taxes and payment

Subscription fees are charged in advance for each billing period.

The price shown at checkout is the contractual subscription price, subject to any tax treatment stated there.

Taxes may be added or accounted for where required by law.

The Customer authorises our payment provider to charge the payment method on file for:

recurring Subscription fees;
applicable taxes;
other charges expressly agreed by the Customer.

The Customer must keep payment information current.

15. Failed payments

If a payment fails, we may:

retry payment;
request a new payment method;
place the Subscription in a past-due state;
provide a limited grace period;
suspend Autopilot or other paid functions;
terminate the Subscription if payment remains unpaid.

The Customer remains liable for properly incurred unpaid fees.

16. Cancellation and no-refund policy

The Customer may cancel a Subscription at any time through the Service where that function is available or by contacting us.

Cancellation prevents future renewals.

The Subscription remains active until the end of the current paid billing period unless we state otherwise.

Subscription fees already paid are non-refundable, except:

where required by applicable law;
where MATTECH expressly agrees otherwise in writing; or
where a confirmed billing error requires correction.

We do not provide pro-rata refunds merely because the Customer stops using the Service before the end of a paid billing period.

17. Referral programme

The GuardRailPay referral programme is governed by the separate Referral Terms.

Referral rewards do not reduce or change the referred Customer’s Subscription price unless expressly stated.

We may offset valid reversals or negative referral adjustments against future referral earnings in accordance with the Referral Terms.

18. Customer Content

As between the parties, the Customer retains ownership of Customer Content.

The Customer grants MATTECH a non-exclusive, worldwide, limited licence to host, copy, transmit, process, display and otherwise use Customer Content only as necessary to:

provide the Service;
maintain security;
prevent abuse;
comply with law;
enforce these Terms.

The Customer represents and warrants that it has all rights, permissions and lawful bases necessary to provide Customer Content to MATTECH and instruct the processing contemplated by the Service.

19. Prohibited content and use

The Customer must not use the Service to:

break any law or regulation;
commit fraud;
facilitate phishing or impersonation;
distribute malware;
interfere with the Service;
reverse engineer the Service except where mandatory law expressly permits it;
circumvent security or usage limits;
access another Customer’s data without permission;
upload unlawful content;
upload unnecessary highly sensitive data;
knowingly send materially false invoice information;
threaten recipients with legal consequences that the Customer is not entitled to pursue;
use the Service for consumer harassment or unlawful debt collection;
infringe intellectual-property, privacy or confidentiality rights.

20. Intellectual property

MATTECH and its licensors own all rights in and to:

GuardRailPay software;
website;
interfaces;
product design;
databases;
documentation;
trademarks;
branding;
underlying technology.

No ownership rights in the Service are transferred to the Customer.

Subject to these Terms and payment of applicable fees, MATTECH grants the Customer a limited, non-exclusive, non-transferable, revocable right to use the Service for its internal business purposes during the Subscription term.

21. Feedback

If you voluntarily provide product ideas, suggestions or feedback, you grant MATTECH a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or payment, provided we do not publicly attribute confidential feedback to you without permission.

22. Confidentiality

Each party may receive non-public confidential information from the other.

The receiving party must:

use confidential information only for the purposes of the relationship;
protect it using reasonable care;
disclose it only to personnel, contractors and service providers who need it and are subject to appropriate confidentiality obligations.

Confidential information does not include information that:

is or becomes public without breach;
was lawfully known without restriction;
is independently developed without use of confidential information;
is lawfully received from a third party.

A party may disclose confidential information where legally required, subject where lawful to giving notice.

23. Data protection

Each party must comply with data protection law applicable to its role.

For data processed by MATTECH as controller, our Privacy Policy applies.

For personal data processed by MATTECH as processor on behalf of the Customer, Appendix 1 (Data Processing Terms) applies and forms part of these Terms.

24. Third-party services

The Service depends on third-party providers, including hosting, database, email, payment, AI and infrastructure providers.

We are not responsible for third-party products that the Customer separately contracts for.

We may replace service providers where reasonably necessary to operate, secure or improve GuardRailPay.

25. Availability, maintenance and changes

We aim to provide a reliable Service, but do not guarantee uninterrupted or error-free availability.

We may:

perform maintenance;
deploy updates;
modify features;
remove obsolete or unsafe functions;
make security changes;
impose reasonable technical limits.

Where a change materially removes a paid core function, we will use reasonable efforts to provide notice where practicable.

26. Beta and experimental features

A feature labelled beta, preview, experimental or similar may be changed or removed at any time and may contain additional errors.

Such features are provided as available and should not be relied on for critical business decisions.

27. Suspension

We may suspend all or part of the Service immediately where reasonably necessary to:

prevent security harm;
investigate suspected fraud;
stop unlawful or abusive use;
protect recipients or other customers;
comply with law or a regulator;
address non-payment;
protect infrastructure or deliverability.

Where reasonable, we will notify the Customer and provide an opportunity to remedy the issue.

28. Termination

The Customer may terminate by cancelling its Subscription.

MATTECH may terminate or suspend access if the Customer:

materially breaches these Terms and fails to remedy the breach where remediable;
repeatedly fails to pay;
uses the Service unlawfully;
creates material security or fraud risk;
abuses email infrastructure;
becomes insolvent or ceases business, to the extent permitted by law.

We may discontinue the Service on reasonable advance notice where practicable.

29. Data export and deletion after termination

The Customer should export any records it requires before termination.

After termination, Customer Content may be deleted from active systems in accordance with our retention process.

We may retain:

accounting records;
billing records;
security logs;
referral records;
records needed for legal claims;
data required by law.

Backup copies may remain until overwritten in the ordinary backup cycle.

30. Disclaimers

To the maximum extent permitted by law:

the Service is provided on an “as available” basis;
MATTECH does not warrant that every email will be delivered or read;
MATTECH does not warrant that automated extraction or classification will always be accurate;
MATTECH does not warrant that reminders will cause an invoice to be paid;
MATTECH does not warrant that a debt is valid or enforceable;
MATTECH does not warrant that Customer Content is accurate;
MATTECH does not guarantee uninterrupted availability;
MATTECH does not guarantee a particular cash-flow, recovery-rate or payment-time outcome.

Nothing in these Terms excludes any warranty or obligation that cannot lawfully be excluded.

31. Excluded losses

To the maximum extent permitted by law, MATTECH is not liable for:

loss of profit;
loss of revenue;
loss of anticipated savings;
loss of business;
loss of opportunity;
loss of goodwill;
indirect or consequential loss;
losses arising from an invalid or disputed invoice;
losses arising because a Customer entered incorrect recipient or payment information;
loss caused by a recipient failing to pay;
loss caused by a missed, filtered, delayed or rejected email;
loss arising from a Customer’s legal, tax or accounting obligations;
loss caused by a third-party service outside MATTECH’s reasonable control.

This section applies whether the claim arises in contract, tort, negligence, statute or otherwise, to the extent legally permitted.

32. Liability cap

To the maximum extent permitted by law, MATTECH’s total aggregate liability arising out of or relating to the Service, these Terms and all related claims is limited to the total Subscription fees actually paid or payable by the affected Customer to MATTECH during the 12 months immediately preceding the event giving rise to the first claim.

If the Customer has used only a free trial and paid no Subscription fees, MATTECH’s aggregate liability is limited to GBP 100.

The limitations in these Terms do not exclude or limit liability to the extent it cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation and any liability that applicable law requires to remain unlimited.

33. Customer indemnity

To the maximum extent permitted by law, the Customer will indemnify and hold harmless MATTECH, its officers and personnel from third-party claims, regulatory complaints, losses, damages, costs and reasonable professional fees arising from:

Customer Content supplied by the Customer;
an invalid, false or unlawful invoice;
the Customer’s instructions to contact a recipient;
unlawful debt-collection or marketing activity by the Customer;
the Customer’s breach of privacy or electronic-communications law;
infringement of third-party intellectual-property rights by Customer Content;
the Customer’s fraud, wilful misconduct or material breach of these Terms.

This indemnity does not apply to the extent a claim was caused by MATTECH’s own breach of law or these Terms.

34. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including:

internet or telecommunications failures;
cloud-provider outages;
widespread email-provider failures;
cyberattacks not reasonably preventable;
government action;
war;
civil disturbance;
natural disaster;
epidemic;
labour disruption;
power failure.

Payment obligations already due are not excused by this section.

35. Changes to these Terms

We may update these Terms.

Changes that are administrative, clarifying, security-related or required by law may take effect when published.

For a material adverse change to paid Service terms, we will provide reasonable notice where practicable.

Continued use after the effective date constitutes acceptance of the updated Terms.

If the Customer does not accept a material change, it may cancel before the next renewal.

36. Notices

Legal notices to MATTECH may be sent to:

MATTECH OÜ / GuardRailPay
Narva mnt 86-3
Kesklinna linnaosa, Tallinn
Harju maakond, 10150
Estonia
Email: legal@guardrailpay.com

We may provide notices to the email address associated with the Customer’s Account, through the Service, or on our website where appropriate.

37. Assignment

The Customer may not assign these Terms without MATTECH’s prior written consent, except as part of a bona fide merger or sale of substantially all of the Customer’s business, provided the assignee agrees to be bound by these Terms.

MATTECH may assign these Terms in connection with a corporate reorganisation, financing, merger, acquisition or sale of all or part of the GuardRailPay business.

38. No partnership or agency

These Terms do not create:

a partnership;
joint venture;
employment relationship;
fiduciary relationship;
general agency.

GuardRailPay sending a reminder on Customer instructions does not make MATTECH the creditor, debt owner or collection agent.

The Referral Programme is separately governed by the Referral Terms and does not create employment, partnership or general agency.

39. Entire agreement

These Terms, the Privacy Policy, the Referral Terms where applicable, the Data Processing Terms and any agreed ordering page or written commercial terms form the entire agreement relating to the Service.

If there is a conflict, the following order applies unless expressly stated otherwise:

individually signed written commercial agreement;
applicable order form;
these Terms;
Appendix 1 Data Processing Terms;
Referral Terms for referral matters;
Privacy Policy.

A privacy policy does not reduce data-protection rights granted by law.

40. Severability and waiver

If a provision is held invalid or unenforceable, it will be interpreted or reduced to the minimum extent necessary, and the remaining provisions remain effective.

Failure to enforce a right is not a waiver of that right.

41. Governing law and jurisdiction

These Terms and any non-contractual obligations arising from them are governed by the laws of the Republic of Estonia, without regard to conflict-of-laws principles.

The courts of the Republic of Estonia, with venue in Tallinn where applicable, have exclusive jurisdiction over disputes arising from or connected with these Terms, except to the extent mandatory applicable law requires otherwise.

Nothing in this section deprives a party or individual of rights that cannot lawfully be excluded by agreement.

Appendix 1 — Data Processing Terms

These Data Processing Terms apply where MATTECH processes personal data on behalf of a Customer.

A1. Roles

For Customer Personal Data:

the Customer is the controller or processor, as applicable;
MATTECH is the processor or subprocessor, as applicable.

The Customer determines the purpose of the processing and provides documented instructions through its use and configuration of the Service.

A2. Subject matter and duration

Subject matter:

Provision of GuardRailPay invoice administration, reminder, email, document-processing, workflow and related hosting services.

Duration:

For the term of the Customer’s use of the Service and any limited post-termination period necessary for secure deletion, legal compliance or agreed return of data.

A3. Nature and purpose

Processing may include:

receiving;
hosting;
storing;
organising;
extracting;
transmitting;
emailing;
classifying;
retrieving;
displaying;
backing up;
deleting Customer Personal Data.

Purpose:

To provide, secure, maintain and support the GuardRailPay Service according to Customer instructions.

A4. Types of personal data

May include:

names;
business contact details;
email addresses;
customer or debtor identifiers;
invoice data;
correspondence;
payment-status information;
payment promises;
attachments;
user account data;
audit information.

GuardRailPay is not intended for routine special-category or criminal-offence data.

A5. Categories of data subjects

May include:

Customer employees;
Customer contractors;
accountants;
bookkeepers;
Customer clients;
invoice recipients;
business contacts;
representatives of debtors or customers.

A6. Customer instructions

MATTECH will process Customer Personal Data only:

on documented Customer instructions;
as necessary to provide the Service; or
where required by applicable law.

If applicable law requires processing outside Customer instructions, MATTECH will inform the Customer before processing unless legally prohibited.

MATTECH may notify the Customer if, in its reasonable opinion, an instruction infringes applicable data protection law.

A7. Confidentiality

MATTECH will ensure persons authorised to process Customer Personal Data are subject to appropriate confidentiality obligations.

A8. Security

MATTECH will maintain technical and organisational measures appropriate to the risk, taking account of the nature of the processing and available technology.

Measures may include:

access controls;
authentication;
encryption in transit;
private storage;
logical tenant separation;
logging;
least-privilege access;
monitoring;
backup and recovery controls;
vulnerability and incident-management processes.

A9. Subprocessors

The Customer gives MATTECH general written authorisation to use subprocessors necessary to provide the Service.

MATTECH will require subprocessors to accept data-protection obligations materially consistent with these Data Processing Terms.

MATTECH remains responsible for its subprocessors to the extent required by applicable law.

A list of material subprocessors may be published at guardrailpay.com/subprocessors.

MATTECH may update subprocessors. Where required by law, we will provide reasonable notice of a material new subprocessor and a mechanism for legitimate data-protection objections.

A10. International transfers

MATTECH will use an appropriate transfer mechanism where Customer Personal Data is transferred internationally and such a mechanism is required by EU GDPR or UK GDPR.

Depending on the transfer, this may include:

adequacy;
European Commission Standard Contractual Clauses;
UK International Data Transfer Agreement;
UK Addendum;
applicable Data Privacy Framework participation;
another valid transfer safeguard.

A11. Data subject requests

Taking into account the nature of processing, MATTECH will provide reasonable assistance to the Customer with requests to exercise data-subject rights where required by law and where the Customer cannot reasonably fulfil the request without MATTECH’s assistance.

If MATTECH receives a request relating to Customer Personal Data for which the Customer is controller, MATTECH may redirect the requester to the Customer unless law requires otherwise.

A12. Security incidents

MATTECH will notify the Customer without undue delay after becoming aware of a personal-data breach affecting Customer Personal Data where notification is required under applicable data protection law.

Notification will include available information reasonably necessary for the Customer to assess its obligations.

MATTECH’s notification of an incident is not an admission of fault or liability.

A13. DPIAs and regulatory consultation

Taking into account the nature of the processing and information available to MATTECH, MATTECH will provide reasonable assistance with:

data protection impact assessments;
prior consultation with supervisory authorities;

where legally required and directly related to the Service.

A14. Return and deletion

On termination, MATTECH will delete or return Customer Personal Data in accordance with the Service’s retention process, unless applicable law requires retention.

The Customer is responsible for exporting data it requires before the applicable deletion period expires.

A15. Audit information

MATTECH will make available information reasonably necessary to demonstrate compliance with processor obligations.

Where legally required, MATTECH will allow reasonable audits subject to:

reasonable advance notice;
confidentiality;
security restrictions;
no access to other customers’ data;
reasonable frequency;
reimbursement of unreasonable or excessive audit costs.

Where available, MATTECH may first satisfy audit requests using security documentation, questionnaires, certifications or independent reports.

A16. Customer obligations

The Customer represents and warrants that:

its instructions comply with applicable law;
it has a lawful basis for Customer Personal Data;
it provides legally required privacy information;
it has authority to disclose Customer Personal Data to MATTECH;
it will not instruct MATTECH to process data unlawfully;
it will not use the Service to circumvent data-subject rights.

A17. UK and EU application

These Data Processing Terms are intended to satisfy applicable processor-contract requirements under Article 28 of the EU GDPR and the corresponding requirements of UK data protection law.

If a mandatory requirement applies that is not expressly written here, these Data Processing Terms will be interpreted to include that requirement to the minimum extent legally necessary.