Merchant Services Agreement

FinMatch Merchant Services Agreement v3 | 18^th October 2024

‍This Agreement sets out the terms upon which Expressive Consulting Limited t/a FinMatch (Company Number: 10967853) whose registered office is located at W8A Knoll Business Centre, 325-327 Old Shoreham Road, Hove, BN3 7GS, UK (FinMatch 'We' 'Us' 'Our') agrees to provide services to merchants ('Merchant' 'You' ‘Your’).

If You are a partnership or other entity comprising more than one person all such persons shall be jointly and severally liable for the performance of Your obligations notwithstanding the signatories to this Agreement.This Agreement consists of these Terms and Conditions, the attached Schedules and any referenced or related documentation that We may issue from time to time.

1. Definitions
‍'BNPL Provider' means one or more of the banks, financial institutions or other entities that issue Credit to individuals or businesses, to which FinMatch may introduce You. For the avoidance of doubt, We are not a BNPL Provider;'Initial Period' means the period of 1 year commencing on the date hereof;'Intellectual Property Rights' means any and all rights, patents, trade and service marks, design rights, copyright, moral rights, know-how, trade secrets, database rights and other similar rights or obligations of any nature whatsoever, whether or not registered or capable of registration in any country;'Merchant Site' means Your web site(s) as notified to Us by You from time to time;'Relevant Tax' means value added tax, sales taxes, or any other similar liability to tax or duty;'Service' means the provision of Our Service to Merchants set out in Schedule 1;'Service Fee means the fees set out in Schedule 1;The Act' means the Data Protection Act 1998 and all related legislation and regulations;'Web Site' means Our web site, at URL http://www.finmatch.io or such other site as notified by Us to You from time to time;

2. Our Obligations
2.1 We will provide the Service in accordance with the specifications set out in the attached Schedule.
2.2 We shall perform an initial assessment and analysis of Your business and Your website, schedule a Merchant Interview with You, email You an Action Plan and make personal introductions to recommended providers. If You are not satisfied with Our Service, You agree to notify Us within 7 days of receipt of the Action Plan, whereupon this Agreement will Terminate and We shall have no further liability to You. We will not be required to refund any amounts You have paid to that date.

3. Your Obligations
3.1 In consideration for Us providing You with the Service, You will pay Us the Service Fee and Relevant Tax.
3.2 You hereby represent and warrant to Us that You have the full right and power to enter into this Agreement;You shall ensure compliance with all applicable laws, regulations and orders in the execution and performance of this Agreement (including without limitation the Data Protection Act 1998 and all related legislation and regulations) and without prejudice to Our rights,
3.3 You shall immediately bring to our attention in writing any circumstances that prevent or are likely to prevent compliance with this Agreement.

4. Invoicing and Payment
4.1 You are required to have a valid payment method set up on your FinMatch account upon signup. This can be a credit card, debit card, or direct bank payment information.
4.2 We will invoice you for our services electronically and automatically charge your default payment method on file. You will receive a copy of the invoice via email.
4.3. You can update or change your default payment method at any time by logging into your FinMatch account and accessing the billing section.
4.4 If you request any additional FinMatch services beyond your initial account plan, unless you instruct us otherwise, we will automatically invoice and charge your default payment method upon booking or completion of the service, at our sole discretion. We will communicate the cost of these additional services to you in writing beforehand. This cost may be a fixed fee or a daily rate.
4.5 Scheduled FinMatch services, including all regulatory FCA services and installations of the FinMatch Finance Marketing App and Finance Calculator, will be invoiced and charged at the time of booking or, at our sole discretion, upon completion. We will communicate the cost of these services to you in writing beforehand. This cost may be a fixed fee or a daily rate.

5. Term & Termination
5.1 This Agreement shall come into force immediately on the date hereof as recorded in Our system records. At the end of the Initial Period, the term of this Agreement shall be automatically extended for additional consecutive periods of one year without notice save that a party may terminate this Agreement by the provision of written notice to the other party to expire no less than thirty-days before the end of the initial period or a then current one-year period, where such termination is effective from the end of that one-year period in which notice was properly given.
5.2. Either party may terminate this Agreement at any time by written notice in the event that the other party materially breaches this Agreement and fails to cure the breach within 30 days of written notice of such material breach.
5.3 Without prejudice to any other rights a party may have, either party may terminate this Agreement on giving written notice to the other, taking immediate effect if an interim order is made or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the other party or if a receiver or trustee is appointed of its estate or a voluntary arrangement is approved or an administration order is made, or a receiver or administrative receiver is appointed of any of its assets or undertaking or a resolution or petition to wind the party up is passed or presented (otherwise than for the purpose of reconstruction or amalgamation), or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.
5.4 We may suspend the Service and/or terminate the Agreement with immediate effect by written notice to you if:
5.4.1 You fail to pay any amounts due to Us by the due date or breach any warranty or other term of this Agreement; or
5.4.2 anything happens in relation to You which in Our opinion could damage Our reputation, or could prove detrimental to Our business or may give rise to fraud or suspicion of fraud or other criminal activity including, without limitation, where We determine that the level of invalid transactions undertaken by You is excessive or unreasonable.

6. Consequences of Termination
‍Termination of this Agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect the continuance in force of any payments required under Schedule 1.

7. Announcements
‍Both parties agree not to disclose to any third party, other than to their respective bankers or other professional advisers on appropriate conditions of confidentiality, the fact of or details of this Agreement or any other agreement referred to in this Agreement. No press release or other communication whatsoever to be published by or in the media concerning the subject matter of this Agreement shall be published without the prior written consent of each of the parties hereto.

8. Liability
8.1 Except as expressly provided in the Agreement, neither party shall have liability to the other in contract, tort or otherwise, including any liability for negligence or for breach of statutory duty for: 
8.1.1 any loss of revenue, business, contracts, anticipated savings or profits; or 
8.1.2 any indirect or consequential loss howsoever arising.
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9. Confidentiality
9.1 Each party undertakes to the other that during the term of this Agreement and thereafter it shall keep and procure that its employees and agents shall keep secret and confidential, and not disclose to any third party any and all information or material of a confidential or business nature relating to the other received or obtained in connection with this Agreement unless such information or material:
9.1.1 is required by law to be disclosed by them; or
9.1.2 is in the public domain otherwise than by breach of this clause.
9.2 As used herein, Confidential Information means: (i) the computer software and algorithms possessed by either party and all source documents relating to such computer software;; (ii) proprietary business information of either party (including, without limitation, the names and addresses of Our information providers and suppliers), and business information that either party does not generally make available to the public;; (iii) the methods, means, personnel, equipment and software by and with which either party provides its other products and services;; (iv) any other information that either party reasonably designates, by notice in writing delivered to the other party as being confidential or a trade secret;; and (v) all copies of the foregoing.
9.3 Notwithstanding the above, any party hereto may disclose any Confidential Information hereunder to such party's agents, attorneys and other representatives or any court of competent jurisdiction if so ordered or to any other party specifically empowered hereunder to act in the resolution of a dispute between the parties.

10. Intellectual Property Rights
‍Except as expressly stated in this Agreement, neither party shall acquire any rights to Intellectual Property Rights belonging to the other as a result of the provisions of this Agreement.

11. Notices & Variation
11.1 Any written notice may be delivered in person or sent by email or post to: 
11.1.1 You at the address shown in Our records as notified by You from time to time; and 
11.1.2 Us at FinMatch, W8A Knoll Business Centre, 325-327 Old Shoreham Road, Hove, BN3 7GS, UK.
11.2 Notices shall be deemed duly given 48 hours after posting by first class post (72 hrs if second class and airmail), or immediately if delivered in person or if by email then at the time of transmission if within normal business hours failing which the start of the next business day.
11.3 We reserve the right at all times to vary the conditions of this Agreement. Except as stated in this Agreement as regards certain administrative matters, We shall give You thirty days prior written notice before any such change(s) takes effect. You may, upon receipt of written notice from Us showing Our changes to the Agreement terminate the Agreement by the giving of thirty days prior written notice to Us of such intention.
11.4 You agree that we may act on email notices or instructions that reasonably appear to emanate from You or Your authorised employee or agent.

‍12. Third-Party Rights
‍No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it.

13. Force Majeure
‍Neither party shall be liable to the other under the Agreement for any failure to perform or loss or damage which may be suffered by the other party due to any cause beyond the first party's reasonable control, including without limitation any act of God, inclement weather, failure or shortage of power supplies, network failures, inability to obtain telecommunications services, flood, drought, lightening or fire, the act or omission of Government, other telecommunications operator, war, military operations, acts of terrorism or riot, difficulty, delay or failure in manufacture, production or supply by third parties of equipment or services.

14. Entire Agreement
14.1 This Agreement and the Schedules hereto represents the entire agreement and understanding between the parties in relation to its subject matter and supersedes all prior agreements, understandings or arrangements made by either party whether oral or written.
14.2 Each party acknowledges that it is not entering into this Agreement in reliance on any representation of the other except those contained in this Agreement and in the event of misrepresentation (other than fraudulent misrepresentation) the only remedy available shall be a claim for a breach of contract.

15. Waiver & Severability
‍Failure by either party to exercise or enforce any right conferred by the Agreement shall not be deemed to be a waiver of any such rights, nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement shall remain in full force and effect.

16. No Partnership
This Agreement does not constitute and shall not be construed as constituting a partnership between Us and You. Neither party shall have any right to obligate the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.

17. Governing Law
‍The Agreement shall be governed by and construed and interpreted in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

18. Disclosure of Commission
‍The Merchant acknowledges and agrees to the terms of the Commission Disclosure Statement (Asset Finance) set out in Schedule 2 of this Agreement.

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Schedule 1

Description of Service
‍FinMatch assists Merchants to maximise the results of their BNPL (Buy Now, Pay Later) strategy. We work with Merchants that are new to BNPL and need a seamless launch as well as Merchants looking to optimise their existing setup. Our data-driven analysis and tailored Action Plans unlock higher sales, lower costs, and an enhanced customer experience.

We specialise in B2C, B2B and hybrid BNPL solutions, providing personalised recommendations, along with personal introductions to facilitate smooth onboarding, regulatory guidance, and ongoing support. Our goal is to ensure that Merchant’s BNPL investment consistently drives growth for their business. FinMatch has three Service options: Starter, Performance and Hybrid. Our service offerings are detailed at https://www.finmatch.io and may include the following:

• Assessment & Analysis
• Merchant Interview
• Tailored Action Plan (with Provider recommendations)
• Provider Introduction(s)
• Regulatory Guidance
• Ongoing Support

We reserve the right to add, remove or amend our service offerings at any time without notice.

‍Service Fees
‍Our Service fees are published on our website. We offer monthly and yearly payment options. We may offer a discount to Merchants who choose to pay yearly. All amounts are net of Relevant Tax.
We offer a choice of payment methods including credit cards, debit cards and direct bank payment.All Service options include periodic reviews at 6-month intervals, where we make further recommendations on how Merchants can optimise their BNPL setup to ensure they maximise commercial benefits.Merchants can also contact us at any time at merchantsupport@finmatch.io for support and advice.
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Schedule 2

Commission Disclosure Statement (Asset Finance)
‍FinMatch is a business finance broker. We work with a panel of lenders to find funding solutions for businesses investing in renewable energy systems.

We do not analyse the entire market or promise to provide the absolute best option available for your company’s specific circumstances. Our goal is to match you with a suitable lender from our panel based on the information you provide and to structure the funding solution to be cash flow neutral or as close as possible, aiming for loan repayments that are covered by the energy savings or income generated from the project.

We may receive a commission from the lender for introducing you to them and facilitating your finance agreement. This commission does not affect the total cost of your loan or lease and is paid by the lender, not you.

If your application is declined by the first finance provider we allocate for you, we may allocate another provider from our panel. However, you are not obligated to use the lenders we suggest. You are free at any time to explore and secure financing independently, and it is possible that you may find a better offer elsewhere.