Treasury Services Schedule
Last Modified: May 4, 2026
This treasury service schedule (this “Schedule”) describes the additional terms and conditions applicable to Customers who use the Treasury Service and is incorporated into and forms part of the Tipalti Services Agreement for such Customers, which together with any other applicable agreements located at www.tipalti.com/legal forms the Agreement. If in conflict with any other part of the Agreement, this Schedule will prevail as it relates to the Treasury Service. Capitalized terms not defined herein have the meaning ascribed to them in the Tipalti Services Agreement.
- Scope of Service.
1.1 Treasury Service. Tipalti may enable Customer to connect its accounts at Depository Institutions (“Connected Accounts”) to the Tipalti Platform to retrieve Account Information through: (1) open banking APIs, where available and supported; (2) the Aggregator services; or (3) other secure data access methods. Tipalti will aggregate and display Account Information from Connected Accounts in the Tipalti Platform, allowing Customer to view balances, transactions, and cash positions across multiple Depository Institutions.
1.2 Data Analytics. Tipalti may provide AI-powered features to analyze Account Information to generate forecasts and outputs, including: (1) cash flow forecasts and projections; (2) spending pattern analyses; (3) anomaly and variance detection; and (4) working capital optimization insights. Tipalti may use third-party AI providers, including large language model providers, to deliver data analytics. Customer acknowledges that: (1) Tipalti does not control third-party AI provider systems; (2) third-party AI providers may update or modify their services; and (3) AI analytics and forecast outputs are informational only and do not constitute financial, investment, tax, or legal advice. Customer is solely responsible for any decisions it makes based on AI analytics or forecast outputs.
1.3 Third-Party Dependencies. The Treasury Service depends on Depository Institutions’ systems, APIs, and policies, and on the Aggregator that Tipalti uses to establish and maintain connections. A Depository Institution or Aggregator may change, limit, or discontinue access, supported features, or data availability at any time, and may require re-authentication at intervals it determines. Tipalti cannot guarantee continued availability and is not responsible for any act or omission of a Depository Institution or the Aggregator. - Customer Authorization
2.1 Authorization. Customer represents and warrants that: (1) Customer is the legal owner of, or authorized representative for, each Connected Account; (2) Customer has obtained all necessary authorizations, consents, and permissions from each Depository Institution and any third party necessary for Tipalti to access Account Information; (3) Customer’s use of the Treasury Service complies with the terms and conditions of the Depository Institutions and the Aggregator; and (4) Customer will maintain all authorizations for as long as a Tipalti connection remains active.
2.2 Credentials. If Customer provides its Credentials to establish or maintain a connection to the Connected Accounts, Customer: (1) is solely responsible for the accuracy of those Credentials; (2) authorizes Tipalti and the Aggregator to use those Credentials solely to access Account Information on Customer’s behalf; (3) shall promptly notify Tipalti of any actual or suspected unauthorized use of Credentials or any security breach affecting a Connected Account; and (4) shall promptly update Credentials and notify Tipalti to allow re-authentication when a Depository Institution or Applicable Law requires it.
2.3 Usage Limitations. Customer shall not use the Treasury Service to: (1) access bank accounts that Customer does not own or is not authorized to access; (2) circumvent security measures of any Depository Institution; or (3) engage in any activity that violates Applicable Law or a Depository Institution’s and the Aggregator’s terms of service. - Tipalti Contracting Entity and Territory-Specific Terms.
3.1
| If Customer is domiciled in: | The Tipalti entity providing Treasury Services is: | The Aggregator is: | The Aggregator’s Terms are: |
| United Kingdom, the Channel Islands (Alderney, Guernsey, Herm, Jersey and Sark), Gibraltar and the Isle of Man | Tipalti Europe Ltd (FCA registered agent of Yapily Connect Ltd) | Yapily Connect Ltd | Yapily Connect’s End User Terms |
| EEA, Albania, Andorra, Armenia, Azerbaijan, Bosnia and Herzegovina, the Faroe Islands, Georgia, Greenland, Kosovo, Moldova, Monaco, Montenegro, North Macedonia, San Marino, Serbia, Svalbard (and Jan Mayen), Switzerland, Turkey, Ukraine and Vatican City (Holy See) | Tipalti B.V. | Yapily Connect UAB | Yapily Connect’s End User Terms |
| All locations other than what is listed in this table above | Tipalti, Inc. | N/A | N/A |
3.2 UK and EEA Customer Terms. This section 3.2 only applies to Customers who are domiciled in the United Kingdom, the Channel Islands (Alderney, Guernsey, Herm, Jersey and Sark), Gibraltar, the Isle of Man, the EEA, Albania, Andorra, Armenia, Azerbaijan, Bosnia and Herzegovina, the Faroe Islands, Georgia, Greenland, Kosovo, Moldova, Monaco, Montenegro, North Macedonia, San Marino, Serbia, Svalbard (and Jan Mayen), Switzerland, Turkey, Ukraine and Vatican City (Holy See). By agreeing to this Schedule, Customer agrees to and shall comply with the Aggregator’s terms. Tipalti’s provision of the Treasury Service is subject to Customer’s continued acceptance of and compliance with the Aggregator’s terms. The Aggregator may modify its terms at any time, and Customer’s continued use of the Treasury Service thereafter will constitute acceptance of any changes.
4. Indemnity.
4.1 Customer shall indemnify, defend, and hold Tipalti, its Affiliates, and the directors, employees and agents of each (the “Tipalti Parties”) harmless from and against all damages, liabilities, costs, expenses (including reasonable legal fees), penalties, fines, and other amounts paid or incurred by the Tipalti Parties resulting from any claim, allegation, suit, demand, action, investigation or proceeding brought by a third party arising out of (1) any breach of any of Customer’s representations, warranties, or obligations under this Schedule; (2) Customer’s use of the Treasury Service in violation of Applicable Law, the Depository Institutions’ terms, or the Aggregator’s Terms; or (3) Customer’s gross negligence, willful misconduct, or fraud.
5. Warranty and Disclaimer.
5.1 THE TREASURY SERVICE HEREUNDER IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY. TIPALTI’S TREASURY FEATURES ARE PROVIDED SOLELY FOR CUSTOMER’S CONVENIENCE AND ARE NOT INTENDED TO PROVIDE FINANCIAL OR LEGAL ADVICE. TIPALTI HAS NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TREASURY SERVICE, CUSTOMER’S USE, OR ANY ACTIONS OR OMISSIONS OF THE AGGREGATOR OR DEPOSITORY INSTITUTION UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE TIPALTI’S AGGREGATE LIABILITY RELATED TO THIS SCHEDULE WILL NOT EXCEED $1,000.00 USD (UNLESS SUCH LIMITATION IS NOT PERMISSIBLE UNDER APPLICABLE LAW). WITHOUT LIMITING THE FOREGOING, TIPALTI AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (1) CUSTOMER’S USE OF THE TREASURY SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (2) CUSTOMER’S USE OF THE TREASURY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, OR (3) USAGE DATA PROVIDED WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION OF THE TIPALTI SERVICES AGREEMENT, AND EXCEPT AS PROHIBITED BY APPLICABLE LAW, CUSTOMER IS RESPONSIBLE UNDER THIS SCHEDULE TO TIPALTI AND ITS AFFILIATES FOR ANY AND ALL DAMAGES ARISING OUT OF ANY USE OF THE TREASURY SERVICE, ANY BREACH BY CUSTOMER OF THIS SCHEDULE, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
6. Termination.
6.1 This Schedule applies to Customer for as long as Customer has access to the Treasury Service. Either party may terminate this Schedule at any time by providing written notice of termination to the other party. Termination of this Schedule will not terminate the Tipalti Services Agreement, or any Order Form, to the extent they apply to Services that are not the Treasury Service. Termination of the Tipalti Services Agreement will also terminate this Schedule.
6.2 Tipalti may revise this Schedule at any time in accordance with the Agreement. In addition, and except for changes to the Aggregator’s Terms, if the revised version includes a Substantial Change, Tipalti will provide Customer with 30 calendar days’ prior notice of the Substantial Change, and Tipalti will consider Customer to have consented to such revisions and will rely on that consent if Tipalti does not receive notice from Customer objecting to and terminating the Schedule before the time specified for the changes to come into effect.
7. Definitions.
7.1 “Account Information” means financial data retrieved from Customer’s Connected Accounts through the Treasury Service, including account balances, transaction history, account holder information, and payment details.
7.2 “Aggregator” means the applicable service provider that Tipalti uses to establish and maintain connections to Depository Institutions as listed in Table 3.1.
7.3 “Credentials” means the usernames, passwords, security questions, answers, multi-factor authentication codes, and other access credentials required to access Customer’s Connected Accounts.
7.4 “Depository Institution” means a bank, credit union, payment service provider, or other entity that holds Customer’s accounts.
7.5 “Tipalti Platform” means the portal through which Customer accesses the Treasury Service.
7.6 “Treasury Service” means the account connectivity and AI-powered analytics services provided by Tipalti, as further described in Section 1 of the Schedule.
