Terms of Service

Last updated: May 11, 2025

These Terms of Service ("Terms") govern the relationship between Ruraq ("we", "us", "our") and any company or individual ("Client") that engages Ruraq to assist in recovering overdue invoices. By submitting invoices for recovery or entering into a service agreement with Ruraq, you accept these Terms in full.

1. Description of Service

Ruraq provides commercial receivables management services for B2B companies, with a specific focus on the SaaS sector. Our service involves:

• Contacting debtors (the companies or individuals that owe the Client money) on the Client's behalf
• Negotiating payment of outstanding invoices in a professional and relationship-preserving manner
• Reporting on the status of each invoice in our portfolio
• Remitting collected amounts to the Client, minus our success fee

Ruraq is a receivables management firm, not a law firm, bailiff, or enforcement agency. We do not initiate legal proceedings, file court claims, or instruct enforcement officers unless separately agreed in writing for a specific matter.

2. Client Representations and Warranties

By submitting invoices to Ruraq, the Client warrants that:

• The invoices submitted are genuine, accurate, and relate to goods or services actually provided
• The invoiced amounts are lawfully due and currently undisputed (or that any dispute has been clearly disclosed to Ruraq in advance)
• The Client has the legal right to assign recovery of the invoices to a third party
• The Client will not take parallel collection action on invoices already placed with Ruraq without notifying us in writing
• Any personal data provided relating to debtors was obtained lawfully and may be shared with Ruraq for recovery purposes

3. Authority to Act

By engaging our services, the Client grants Ruraq a limited, non-exclusive authority to:

• Contact debtors by email, telephone, and written correspondence on the Client's behalf
• Negotiate payment plans or settlements, subject to Client approval for any reduction exceeding 10% of the invoice face value
• Receive payment from debtors on the Client's behalf where agreed

This authority does not extend to commencing legal action, making representations about the Client beyond the scope of the outstanding invoices, or entering into binding commercial agreements on the Client's behalf.

4. Fees

4.1 Success Fee

Ruraq charges a success fee of 15% (fifteen percent) of the gross amount recovered on each invoice. The success fee is payable only upon successful collection. If Ruraq does not recover payment on a given invoice, no fee is charged in respect of that invoice.

4.2 What Counts as Recovery

"Recovery" means the receipt of cleared funds from the debtor — whether in full, in agreed instalments, or as a negotiated settlement — in respect of an invoice placed with Ruraq. Where payment is received by the Client directly (rather than through Ruraq) while that invoice is in our active portfolio, the success fee remains due.

4.3 Invoicing

Ruraq will invoice the Client for accrued success fees on a monthly basis or upon the conclusion of each recovered matter, whichever is sooner. Payment is due within 14 days of the invoice date.

4.4 No Upfront Fees

There are no retainer fees, setup fees, monthly platform fees, or other charges beyond the success fee described above, unless separately agreed in writing.

5. Client Obligations

The Client agrees to:

• Provide Ruraq with accurate and complete information about each invoice, including all relevant correspondence with the debtor
• Notify Ruraq promptly if any invoice is paid, disputed, written off, or otherwise resolved directly between Client and debtor
• Not take any collection action on invoices in Ruraq's active portfolio without prior written notice to Ruraq
• Cooperate reasonably with Ruraq's enquiries and provide supporting documentation when requested
• Inform Ruraq of any material change in the relationship with a debtor that may affect our approach

6. Ruraq's Obligations

Ruraq agrees to:

• Conduct all debtor communications professionally, respectfully, and in a manner consistent with preserving the Client's business relationship with the debtor
• Keep the Client informed of material developments on each invoice
• Maintain the confidentiality of all Client and debtor information
• Comply with all applicable laws and regulations governing commercial debt collection in the relevant jurisdictions
• Not make any admission of liability or agreement to reduce the debt below 90% of face value without the Client's prior written consent

7. Exclusions and Limitations

Ruraq does not undertake, and these Terms do not cover:

• Collection of consumer debts (B2C). Our services are strictly B2B.
• Invoices subject to an active, bona fide commercial dispute at the time of submission, unless disclosed and accepted in writing
• Legal proceedings, court filing, or enforcement action of any kind
• Recovery of invoices in jurisdictions where Ruraq does not operate, unless separately agreed

8. No Guarantee of Recovery

Ruraq does not guarantee the recovery of any invoice. The collectability of a debt depends on factors outside our control, including the financial position of the debtor, the quality of documentation, and the debtor's willingness to engage. Our commitment is to apply professional, diligent, and relationship-appropriate efforts to each matter in our portfolio.

9. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with the engagement, including client lists, debtor details, commercial terms, and communications. This obligation survives termination of the engagement for a period of 3 years.

10. Data Protection

Each party shall comply with its obligations under the GDPR and any applicable national data protection legislation. The Client is the data controller of personal data relating to debtors; Ruraq processes such data as a data processor on the Client's behalf, strictly for the purposes of providing the recovery service. A Data Processing Agreement is available upon request and forms part of the service agreement for engagements involving EU personal data.

11. Termination

11.1 Termination by Either Party

Either party may terminate the engagement on 14 days' written notice. Ruraq's success fee remains due on any amounts recovered during the notice period and on any payments received by the Client within 90 days of termination from a debtor that was actively engaged by Ruraq prior to termination.

11.2 Immediate Termination

Either party may terminate immediately upon written notice if the other party:

• Commits a material breach of these Terms that is not remedied within 10 business days of written notice of the breach
• Becomes insolvent, enters administration, or ceases trading
• Engages in conduct that is fraudulent, dishonest, or unlawful

12. Intellectual Property

All methodologies, processes, templates, and know-how developed or used by Ruraq remain the exclusive property of Ruraq. The Client is granted no licence to any Ruraq intellectual property beyond what is strictly necessary to receive the service.

13. Limitation of Liability

To the maximum extent permitted by applicable law:

• Ruraq's total aggregate liability to the Client arising from or in connection with these Terms shall not exceed the total fees paid by the Client to Ruraq in the 6 months preceding the event giving rise to the claim
• Neither party shall be liable for any indirect, consequential, special, or punitive loss, including loss of profit, loss of revenue, or loss of business opportunity

Nothing in these Terms limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded by law.

14. Governing Law and Disputes

These Terms are governed by the laws of the Netherlands. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation between the parties. If not resolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the competent courts of the Netherlands.

15. Amendments

Ruraq may update these Terms from time to time. Material changes will be communicated to active Clients with at least 30 days' notice. Continued use of our services after the effective date constitutes acceptance of the revised Terms.

16. Entire Agreement

These Terms, together with any written service agreement or engagement letter between the parties, constitute the entire agreement between Ruraq and the Client with respect to the subject matter herein, and supersede all prior representations, negotiations, and understandings.

17. Contact

For questions about these Terms, please contact us at:

Email: info@ruraq.eu