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Terms of Service

Effective date: April 6, 2026

Welcome to Overdue. These Terms of Service ("Terms") govern your access to and use of the services provided by Overdue, Inc. ("Overdue," "we," "us," or "our"), including our website at overdue.inc, our application, and all related tools and services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Service Description

Overdue is an AI-powered B2B invoice collections platform. Our Service monitors invoices on your behalf and, when invoices become overdue, initiates collection efforts through escalating channels to recover payments owed to you. You engage our Service by adding invoice@overdue.inc as a CC recipient on invoices you send to your customers.

Upon receiving a CC'd invoice, we extract relevant details (amount, due date, debtor contact information) and monitor the invoice for payment. If the invoice becomes overdue, we initiate collection efforts on your behalf using the escalation methods described in these Terms.

2. Account Creation and Authentication

To access certain features of the Service, you must create an account. Account creation is initiated when you CC invoice@overdue.inc on your first invoice or sign up through our website. We use magic link authentication (passwordless email-based login) to verify your identity. You are responsible for maintaining the security of the email account associated with your Overdue account.

You represent and warrant that all information you provide during account creation and in connection with the Service is accurate, current, and complete. You agree to promptly update your information if it changes.

3. Pricing and Fees

Overdue operates on a performance-based pricing model. You pay nothing unless we successfully collect on an overdue invoice.

  • Monitoring (before due date): Free. CC us on every invoice you send — we monitor them at no cost.
  • Friendly reminders (7-30 days overdue): Free. Polite email reminders at no charge.
  • Active collection (31-180 days overdue): 2.9% of the amount collected. This covers all collection channels including email, SMS, phone calls, and demand letters.
  • Legal enforcement (180+ days overdue): Case by case. Court filings and attorney engagement are priced based on the specifics of each case, with your approval required before any legal action is taken.

Late submission surcharge: If you submit an invoice to Overdue after it is already overdue, an additional surcharge of 1% per full month overdue at the time of submission is added to the base fee. For example, if you send us an invoice that is already 3 months overdue, the fee would be 2.9% + 3% = 5.9% of the amount collected. This incentivizes early submission so we can begin monitoring before an invoice becomes delinquent.

If an invoice is partially collected, fees are calculated on the amount actually collected. Fees are invoiced to you upon successful collection and are due within 30 days.

We reserve the right to modify our fee structure with 30 days' prior notice. Fee changes will not apply retroactively to invoices already under active collection.

4. Collection Methods

You authorize Overdue to use the following collection methods on your behalf, applied in an escalating manner based on the age of the overdue invoice:

  • Email:Professional payment reminders and collection notices sent to the debtor and relevant contacts at the debtor's organization.
  • SMS: Text message payment reminders sent to phone numbers associated with the debtor.
  • Phone Calls:Direct telephone outreach to the debtor and other contacts at the debtor's organization, including accounts payable, controllers, and office managers.
  • Social Media: Outreach through professional networks and social channels to create accountability and prompt payment.
  • Legal Action: Court filings, attorney engagement, and judgment enforcement when other channels have been exhausted.

By using the Service, you grant Overdue the authority to act as your agent for the purpose of collecting overdue payments. You acknowledge that collection communications will be sent on your behalf and that the tone and content of those communications are determined by Overdue in its professional judgment.

5. Customer Responsibilities

As a user of the Service, you agree to:

  • Provide accurate and complete invoice information by properly CC-ing invoice@overdue.inc on legitimate invoices.
  • Only submit invoices for bona fide debts owed to you for goods or services actually provided.
  • Promptly notify us if an invoice is paid directly by the debtor, is disputed in good faith, or should be withdrawn from collection.
  • Not use the Service to harass, defraud, or otherwise harm any person or entity.
  • Comply with all applicable laws and regulations, including but not limited to the Fair Debt Collection Practices Act (FDCPA) and equivalent state laws, to the extent they apply to your use of the Service.
  • Maintain accurate contact information associated with your account.

6. AI-Generated Content and Human Review

Overdue uses artificial intelligence to draft collection messages, classify debtor replies, and optimize collection strategies. While AI-generated content is designed to be professional, accurate, and compliant with applicable regulations, you acknowledge that:

  • AI-generated communications may occasionally contain errors or imprecisions.
  • We employ human review processes for quality assurance, but not every individual communication may be reviewed by a human before sending.
  • Overdue is not liable for minor inaccuracies in AI-generated content that do not materially affect the collection outcome.
  • You may request human review of any specific communication or collection strategy by contacting support@overdue.inc.

7. Data and Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your data and the data of your debtors. By using the Service, you consent to the collection and use of information as described in the Privacy Policy.

8. Intellectual Property

The Service, including all content, features, and functionality (including but not limited to text, graphics, logos, software, and AI models), is owned by Overdue, Inc. and is protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Service in accordance with these Terms.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OVERDUE, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT SHALL OVERDUE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU TO OVERDUE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

OVERDUE DOES NOT GUARANTEE THE COLLECTION OF ANY OVERDUE INVOICE. THE SERVICE IS PROVIDED ON A BEST-EFFORTS BASIS, AND COLLECTION OUTCOMES DEPEND ON NUMEROUS FACTORS OUTSIDE OF OVERDUE'S CONTROL.

10. Indemnification

You agree to indemnify, defend, and hold harmless Overdue, Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  • Your use of the Service.
  • Your violation of these Terms.
  • Your violation of any applicable law or regulation.
  • Any invoice submitted to the Service that is fraudulent, inaccurate, or for a debt not legitimately owed to you.
  • Any claim by a third party (including debtors) arising from collection activities conducted on your behalf.

11. Termination

You may terminate your account at any time by contacting support@overdue.inc. Termination will not affect any collection efforts already in progress. Fees for invoices collected after termination but initiated prior to termination remain payable.

Overdue may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to, violation of these Terms, submission of fraudulent invoices, or conduct that Overdue determines is harmful to the Service or its users.

12. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware.

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Wilmington, Delaware.

14. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OVERDUE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

15. Modifications to Terms

We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be communicated via email to the address associated with your account at least 30 days before they take effect. Your continued use of the Service after changes become effective constitutes acceptance of the modified Terms.

16. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Overdue, Inc. with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

18. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Overdue, Inc.
Email: support@overdue.inc
Website: overdue.inc