Revised December 2, 2025
The following terms and conditions are applicable to Client’s use of the UEM Services and are hereby incorporated by reference to the Agreement, if Client is purchasing access to the UEM Services as indicated in the Agreement. If any of the terms herein conflict with the Terms in general, these terms shall control in regard to UEM Services. Any terms not defined herein will have the meaning prescribed to them in the Terms.
a. Implementation. Subject to Company’s availability, Company will coordinate with Client to create a mutually agreeable implementation schedule to begin receiving and processing Client’s utility bills. Key information will be gathered and a user profile will be developed for Client’s review and approval before implementation and bill processing can begin. Client must send all applicable utility providers a written notice authorizing Company to begin processing and paying the utility bills on Client’s behalf.
b. Invoice Processing. Following implementation, Company will receive and process invoices for utility payables. Utility bills may be received from the utility provider in paper or electronic form. Client authorizes Company to move its utility provider account(s) to electronic receipt which may result in changes by the provider including but not limited to: Client’s loss of login access, or separation of Client’s aggregated accounts to individual accounts. Utility invoices that Company receives will be entered and validated to ensure accuracy. During this process, key payment and utility data elements will be captured for management analysis purposes. Client is responsible for funding processed invoices within 24 hours of request by Company. Client’s failure to fund processed invoices may be subject to late or return funding fees as set forth in the Agreement.
i. If the parties jointly determine that a late fee was assessed due to a Company failure to process invoices as set forth herein, Company will reimburse Client for the late fee within sixty (60) days of the joint determination. Company will process all late fees as presented. After payment, Company will research any substantial late fee if there is a reasonable time period between the pay date and next invoice due date. Company will then contact the utility vendor to seek a credit on eligible late fee amounts on the next billing. Late fee research will only occur for those invoices that Company processes.
ii. For an additional charge, at Client’s written request, Company will process recurring payable invoices from non-utility vendors such as cable, telephone, and trash.
iii. Client agrees to notify its vendors of all necessary changes to Client’s account with such vendors and to execute any and all forms and authorizations as may be required to authorize Company to receive invoices directly from all relevant vendors. Company may provide reasonable assistance in this process upon Client’s written request and in Company’s sole discretion (and at Client’s expense), but Client is ultimately responsible for effectuating any needed changes. Company will not be responsible for processing invoices from a specific vendor until Client’s necessary account changes are completed and Company has received the first invoice from the vendor. Client is responsible for removing electronic billing on all accounts that will be processed by Company and forwarding all invoices that it receives to Company for processing immediately upon receipt. Company shall not be liable for shut offs or other consequences due to Client’s failure to remove electronic billing or timely forward invoices.
iv. For Properties currently active with UEM, Company will make Client’s data and related account information (such as scanned images of invoices) available for Client’s online access for up to six (6) months following the processing date of the invoice. Such data is not guaranteed to be available for Properties no longer using UEM. Company reserves the right to modify the time frame for maintaining this electronic information in its sole discretion.
c. Payable Processing.
i. Company will analyze invoices received from vendors for the Properties. Company utilizes established tolerances that help identify possible usage and financial exceptions and apply reasonableness tests, based on industry knowledge, to find and confirm billing errors. In cases where Company identifies that an error exists, Company will work with the vendor to resolve all identified errors and work to obtain a refund or credit for Client.
ii. Invoices will either be (i) automatically posted as a payable to Client’s designated general expense account for each vendor or (ii) provided to Client in a manner that will allow Client to update its accounting software; unless Client agrees otherwise in writing.
iii. Company (and/or its partner) will create a payable batch which will be available to Client. Company will not be responsible for any vendor late fees (i) existing prior to Client’s use of UEM including amounts present on the initial bill submitted to Company, (ii) on invoices requiring Client’s review or approval, (iii) incurred due to delayed invoice mail delivery, (iv) due to Client’s failure to remit timely payment, or (v) due to any other reason beyond Company’s control.
iv. Client agrees to conduct a timely review of all electronic data batch transmissions and identify any errors. Client further agrees to notify Company of any errors as soon as possible, but in all events no later than sixty (60) days after the processing date.
d. Vacant Unit Management. When units are vacated, the utility service is often placed in Client’s name. Company will endeavor to update the mailing address associated with any landlord agreements that the site has in place so that these vacant invoices are mailed directly to Company’s processing facility. However, in the event that utility bills for vacant apartments are sent to the site, these must be forwarded directly to Company. Clients are responsible for ensuring that landlord agreements are in place for each Property for all units including those that are currently vacant and that they continue to remain active with the utility provider. Vacant unit bills are processed for payment, but are not audited due to their intermittent nature and a lack of comparable history.
e. Vacant Cost Recovery (“VCR”). Upon a new Resident occupying a unit, Company will help ensure that the utility costs are properly allocated to the new Resident and not paid by Client. To help ensure that the new Resident assumes responsibility for the utility costs for the unit in a timely manner, Company will utilize Client’s Resident Data to match the occupancy dates to the service dates for that unit billed in Client’s name. If Company finds periods of time where a Resident was actually in occupancy of the unit, but the utility bill was left in Client’s name, Company will calculate a per diem rate for such period and help facilitate Resident billing for those costs. A per instance Resident VCR fee determined by the Client will be billed to the Resident and paid to Client; additionally, Company will bill Client for the corresponding Client VCR charge indicated on the Agreement. If Client provides Company with incorrect Resident Data that results in erroneous vacant recovery identification, Client will be charged any associated or resulting fees. Company will include the Resident VCR fee in the Resident statement at the direction of the Client but Client is responsible for ensuring this Resident VCR fee is legal and reasonable. Company will not bill a Resident a VCR fee who has already moved out. Nor will Company reimburse Client for a VCR Fee that Client chooses to waive for a Resident. Client, not Company, is liable for any and all issues and liabilities arising from or related to the charging of Resident VCR fees, and Client will indemnify Company Indemnities for any related third-party claims relating to the charging of Resident VCR fees. If there is an error in the vacant cost recovery allocation, Company has the right to correct such error with no additional remedy to Client. Client will indemnify, defend and hold the Company Indemnities harmless from any actual or alleged violations of this section. Also, in addition to any other limitations of liability and notwithstanding anything to the contrary set forth in the Agreement, Company’s maximum liability to Client for Company’s performance of UEM Services shall be $25,000.00.
f. No Legal Advice Provided. Client understands and agrees that any suggestion(s), and/or best practices provided by Company to Client regarding any Law, utility billing calculation, or implementation shall not be considered legal advice and Client is fully responsible for consulting its own legal representation. Client warrants that any suggestion(s), and/or best practices provided by Company to Client have been reviewed and approved by their legal representation prior to implementation by Client. To the maximum extent allowed by law, Client agrees to waive any and all liability of Company as to these matters.
g. Compliance Obligations
i. General. Client must provide the information that Company requests including verification of identity, business operations, ownership information, and other information reasonably necessary for Company to fulfill its compliance obligations necessary to provide UEM Services for Client. Company, in its sole discretion, may accept or reject a Client for UEM Services based on the information Client provides to Company. Client’s acceptance of the UEM Services indicates Client’s consent to confidentially provide such information. Before, during, and after (as necessary) providing the UEM Services, Clients consents to Company verifying any information provided to Company.
ii. Changes to Client Information. Client will make Company immediately aware of any changes to the information Client has provided Company. Failure to do so may result in suspension or termination of the UEM Services.
iii. Continuing Information Requests. Client agrees to promptly assist Company in resolving any questions or disputes regarding the information Client provided.