Merchant Terms & Conditions

KOZE GROUP LTD: MERCHANT TERMS AND CONDITIONS

ABOUT US
- Koze Group Ltd (“Vendigo”, “us”, “we”) is a limited liability company registered in England and Wales with company registration number 08537963. Our registered office address is Trafalgar House, Kemble Airfield, Enterprise Park, Cirencester, Gloucestershire, GL7 6BQ. We operate the website vendigo.com.
- Vendigo is authorised and regulated by the Financial Conduct Authority (“FCA”) under Financial Services Register number 796969. We are also registered with the Information Commissioner’s Office under registration number ZA306452.
- We provide the online platform that allows merchants, customers and lenders to connect at the point of sale (“Platform”). The Platform is offered as a web-based service and/or a mobile application service at our discretion. The Platform enables merchants to offer their customers financing for home improvements at the point of sale to give customers greater purchasing flexibility. Customers are provided with a single application to complete on the Platform and, on completion, Vendigo searches its panel of lenders simultaneously for the best financing offer available to the Customer.
- Customers are purchasing the Goods/Services from you; they are not purchasing the Goods/Services from us. Customers should refer to you for details of any terms or conditions applying to their purchase from you, including their statutory right to cancellation and a refund. If their application for credit is successful, and they accept the offer of credit, your Customers will receive credit from a lender on our panel; they do not receive finance from us.
- In order to become a Merchant, you must agree to be bound by these Merchant Terms and Conditions, which shall apply to and govern your relations with us and our panel of lenders. Paragraph 4 below explains in more detail how you may become a Merchant.
- Your attention is particularly drawn to the following:
  - Your responsibilities under the Terms and Conditions (see Paragraph 6);
  - The need to share information about your Customers with us (see Paragraph 15);
  - Our limitation of liability to you (see Paragraph 17);
  - You will indemnify us for any breach of these Merchant Terms and Conditions (see Paragraphs 3 and 14.4);
  - How you must deal with complaints (see Paragraph 10); and
  - By signing up to these Merchant Terms and Conditions you are also signing up to Modulr Finance Limited’s terms.
- To contact us, telephone our support team at 03330 069 735 or email at support@vendigo.com. How to give us or any lender formal notice of any matter under these Merchant Terms and Conditions is set out in Paragraph 20.
THE MERCHANT TERMS AND CONDITIONS
- These Merchant Terms and Conditions comprise:
  - these terms and conditions; and
  - the Merchant Guide.
- By agreeing to these Merchant Terms and Conditions, you are bound by them in their entirety. If you do not agree to them, you must not sign-up to become a Merchant. If you refuse to accept these Merchant Terms and Conditions, Vendigo will not arrange Credit Facilities for your Customers. Please read these Merchant Terms and Conditions carefully and print a copy for your future reference.
- By agreeing to these Merchant Terms and Conditions, you are also entering into a contractual arrangement with certain lenders who may provide credit to your customers. The consideration of such contractual arrangement is the potential provision of finance by a lender to your customers. The result of such contractual arrangement is that any such lender may enforce the terms of these Merchant Terms and Conditions against you, and you may enforce such terms against such lender. A list of such lenders can be found at Appendix 1 to these Merchant Terms and Conditions. We may update such list of lenders by providing you with at least 30 calendar days’ written notice. If you do not wish to enter into a contractual arrangement with any such lender, you must promptly contact us to make alternative arrangements.
- References in these terms and conditions to “you” and “your” are to you in your capacity as a Merchant. Capitalised terms are defined in Paragraph 32. These Merchant Terms and Conditions are made only in the English language.
- We work with a payment processor, Modulr Finance Limited, a company registered in England with company number 09897957 and ICO Registration: ZA183068, and registered with the Financial Conduct Authority as an EMD Agent of Modulr FS Limited. Modulr FS Limited is authorised and regulated by the Financial Conduct Authority as an Electronic Money Institution (Firm Reference Number: 900573). Please note that by agreeing to these Merchant Terms and Conditions you are also accepting Modulr Finance Limited’s terms (provided to you in a separate document).
- These Merchant Terms and Conditions were last updated on 4 July 2018.
AMENDMENTS TO THE MERCHANT TERMS AND CONDITIONS
- We expect to need to amend these Merchant Terms and Conditions from time to time to:
  - comply with law or regulations; or
  - meet our changing business requirements.
- We may make such amendments without your specific agreement, but only where those updates are required to comply with law or regulations or are of an immaterial and routine nature. We will give you prior notice of such amendments.
- We may also need to amend these Merchant Terms and Conditions for other reasons, including to:
  - change the pricing basis on which Credit Facilities are provided to Customers (including changes to the amount of the Merchant Subsidy);
  - introduce fees payable by you to us or Lenders, or receivable by you from us or Lenders, whether together with, or in place of, the Merchant Subsidy; and/or
  - change the structure, features or other terms of Credit Facilities,

in which case we will give you at least 30 calendar days’ written notice of the proposed amendments. You will be deemed to accept such amendments the next time you log into the Platform and the amended Merchant Terms and Conditions will govern our relations, and your relations with Lenders, from such time.

HOW TO BECOME A MERCHANT
- In order to become a Merchant, you must complete the online registration process found at https://fs26.formsite.com/Vendigo/Sign-Up-form/ and accept these Merchant Terms and Conditions. You are solely responsible for ensuring that the information provided by you during this process is complete and accurate.
- You will be required to provide us with bank account details of an account in your name or the name of your trading entity (if any).
- You will be required to provide us with your firm reference number provided by the Financial Conduct Authority (“FCA”) if you regulated by the FCA. If you are not regulated by the FCA, you must become either our ‘Appointed Representative’ or ‘Introducer Appointed Representative’ by following the processes we provide to you.
- By accepting these Merchant Terms and Conditions, you consent to us and/or the lenders we work with obtaining information from credit reference agencies, fraud prevention agencies and other third parties about you and your Agents. You also consent to us sharing information about you with third party entities, who will use your data in full compliance with Data Protection Laws to perform compliance services for us.
- On the date you accept these Merchant Terms and Conditions (the “Effective Date”), you will be bound by these Merchant Terms and Conditions.
- Neither we nor any Lender will be obliged to perform any obligations under these Merchant Terms and Conditions until:
  - you have complied with and passed all our and our partners’ on-boarding process, which includes the checks referred to in Paragraph 2, enhanced identification checks and anti-money laundering checks; and
  - we have accepted your application, as evidenced by a confirmation email sent by us to the email address you provide to us during the online registration process.

THE PLATFORM, CREDIT APPLICATIONS, CREDIT FACILITIES AND DEPOSITS
- You will introduce Customers who may wish to finance the Goods/Services supplied by you to the Platform. Such introductions shall be made in strict accordance with the Merchant Guide.
- Customers who wish to apply for credit and are introduced by you or your Authorised Salespersons to the Platform shall make a Credit Application via the Platform only.
- When a Customer makes a Credit Application, we will submit a request for credit (a “Credit Request”) to certain Lenders who fit the relevant product criteria.
- If a Credit Request is accepted by a Lender, such Lender will provide all relevant pre-contractual documentation, a Credit Agreement signed by such Lender and a direct debt form directly to the Customer.
- The Customer may then accept the Credit Agreement.
- You acknowledge and agree that each Lender in its sole discretion has the right to decline or not continue with any Credit Application for any reason and/or to attach any conditions to the entry into any Credit Agreement as it considers appropriate. You shall not have any authority to negotiate the terms of or to conclude any Credit Agreement without obtaining the relevant Lender’s prior written approval.
- Neither we nor any Lender makes any commitment to you in respect of the number or volume of Credit Facilities that are made available to Customers during the Term.
- A Customer has thirty (30) calendar days from the date a Lender approves a Credit Application to accept the relevant Credit Facility, unless the Lender withdraws its offer of a Credit Facility within that period.
- When a Customer contractually accepts a Credit Agreement, you shall become the agent of the Lender who provided such Credit Agreement (in respect of that Credit Agreement only), and you accept such appointment subject to the terms and conditions contained in these Merchant Terms and Conditions.
- Once a Credit Application has been made by a Customer, any Deposit required shall be paid directly to you by the Customer. No Deposit shall be financed by the proceeds of a Credit Facility.
RESPONSIBILITIES OF THE MERCHANT
- You agree to introduce your Customers to the Platform in accordance with Paragraph 1.
- You shall, and you shall ensure that your Authorised Salespersons will, at all times observe and comply with the processes and procedures set out in the Merchant Guide when introducing Customers to the Platform and arranging their Credit Facilities. You must ensure that the contents of the Merchant Guide are communicated to and followed by all relevant Authorised Salespersons.
- You shall ensure that Customers are only offered the products stated on your Rate Card.
- You shall ensure that any purchase details of Goods/Services you or an Authorised Salesperson have submitted in a Credit Application are complete and accurate in all respects (including the description of the Goods/Services, the type of financing product, the purchase amount, the APR, the deposit amount, the deferred payment term (if applicable), and the term of the financing product).
- You shall (and you shall ensure that your Agents will) at all times:
  - comply with all Applicable Law and not do anything which would cause us, our Agents or any Lender or their Agents to be in breach of any Applicable Law, including in connection with your operation and procedures and all documentation, correspondence, notices and advertisements used or issued by you in pursuance of or in connection with your obligations under these Merchant Terms and Conditions;
  - hold all Licences and shall supply us with copies of any Licence promptly on our request.
  - have in place an appropriate Sale Agreement for the Goods/Services with your Customer and comply with its terms, including ensuring that all Goods/Services are supplied and/or delivered to the Customer in accordance with the terms of the Sale Agreement;
  - perform your obligations under these Merchant Terms and Conditions:
    - in accordance with all reasonable instructions and/or directions given by us or a relevant Lender from time to time; and
    - in an efficient, effective, reliable, professional and safe manner and with the highest standard of care and skill and in accordance with the Merchant Guide and all other policies and working procedures we or a Lender provide to you; and
  - put in place such additional processes, systems and controls which we or a Lender may require from time to time, including in relation to anti-fraud protections and customer complaints handling.
- You shall not (and you shall ensure that none of your Agents will), without our prior written consent:
  - make any representations, warranties, guarantees or other commitments with respect to any Credit Agreement which are inconsistent with those contained in the Merchant Guide or any promotional materials supplied by us from time to time (including the Credit Agreement itself) or otherwise incur any liability on our or any Lender’s behalf howsoever arising;
  - do anything that may damage our or any Lender’s good name, reputation and/or image;
  - accept from a Customer or any other person any amount payable by a Customer to a Lender under the terms of any Credit Agreement and in the event that a Customer does make such payment, you shall immediately remit such monies back to the relevant Customer; and
  - during the Term, directly or indirectly promote, recommend or introduce Credit Facilities to those of your Customers or prospective Customers who require Credit Facilities in respect of the Goods/Services other than Credit Facilities facilitated by us.
- You must notify us promptly in writing:
  - if any Licence you hold is revoked, declined or believed to be in jeopardy;
  - if you breach any Applicable Law or are investigated for any such breach;
  - if you or any of your Agents is charged with or convicted of any offence involving dishonesty or fraud;
  - if, at any time, Control of the Merchant is or may be acquired by any person or group of connected persons not having control of the Merchant on the Effective Date;
  - if there is any material change in your business, operations or shareholding (including the offering of any services comprising the sale and installation/fitting of any goods (known as ‘supply and fit’)), any change in the categories or types of Goods/Services, or any change in the manner in which you offer your Goods/Services);
  - of any fact or circumstance which you reasonably consider may materially interrupt or cause any material adverse effect on your ability to comply with your obligations under these Merchant Terms and Conditions; or
  - in the event that any Regulatory Body takes or threatens to take any action which affects or is likely to materially affect the continuing ability of you to perform your obligations under these Merchant Terms and Conditions, and in each of the circumstances set out in Paragraphs 7(a) to (f) above (inclusive), provide such information, and carry out such acts, as is reasonably and lawfully requested by us in connection with the same.

SETTLEMENT FUNDS
- A Customer must confirm completion or delivery of the Goods/Services undertaken by the Merchant by confirming the same via email or the Platform (a “Customer Satisfaction Note”) within 90 days of executing a Credit Agreement. If a Customer Satisfaction Note is not provided to us within such period, the Credit Agreement will lapse and, if the Customer still requires credit, the Customer will be required to complete a new application.
- A Lender who has provided a Credit Facility to one of your Customers to finance Goods/Services provided by you, and in respect of which a Customer Satisfaction Note has been provided, agrees to pay to you the amount equal to the cost of the Goods/Services, less:
  - any Merchant Subsidy; and
  - the relevant Deposit,

(such amount, the “Settlement Funds”), provided that you have complied with these Merchant Terms and Conditions.

The relevant Lender shall transfer the Settlement Funds to a bank account in your name following receipt of a signed Customer Satisfaction Note.
Any Settlement Funds and all other amounts, fees and charges payable by us or a Lender to you under these Merchant Terms and Conditions shall be inclusive of value added tax (VAT) and you agree to indemnify us and each Lender for any loss incurred pursuant to these Merchant Terms and Conditions which would not have arisen but for any changes in case law, legislation, regulations and the published practice of HM Revenue & Customs in respect of VAT from the date these Merchant Terms and Conditions come into existence.
Any supply made or deemed to have been made by us under these Merchant Terms and Conditions are exclusive of VAT. If VAT is chargeable in respect of any supply made or deemed to have been made by us under these Merchant Terms and Conditions, the recipient of that supply (the “Recipient“) shall pay VAT in addition to the consideration on receipt of a valid VAT invoice and the Recipient agrees to indemnify us and keep us indemnified in respect of any loss suffered or incurred under these Merchant Terms and Conditions which would not have arisen but for any changes in Applicable Law and/or the published practice of HM Revenue & Customs in respect of VAT from the date these Merchant Terms and Conditions come into existence.

REFUNDS AND CANCELLATIONS
- You shall notify us promptly if any of the following occur: (A) you receive any notice from a Customer that he wishes to cancel his Sale Agreement in exercise of his rights under the Sale Agreement and/or the Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and/or for any other reason, or (B) if a Sale Agreement is cancelled (or deemed cancelled) for any reason and/or you are required (by Applicable Law or otherwise), or agree, to refund to a Customer all or any amount payable by them under the Sale Agreement.
- Without prejudice to the generality of Paragraph 1, if a Customer exercises their right to cancel a Sale Agreement in accordance with the terms of that Sale Agreement and/or in exercise of their rights under the Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and/or seeks to cancel a Sale Agreement for any other reason and (in either case) the relevant Sale Agreement is cancelled (or deemed cancelled), it is acknowledged and agreed that:
  - the relevant Lender is entitled to cancel its Credit Facility with that Customer; and
  - you shall immediately refund to that Lender an amount equal to any Settlement Funds paid in respect of that Customer, and such Lender shall credit such sums against any outstanding balance of sums advanced under the relevant Credit Facilit

RIGHTS OF ACCESS AND AUDIT

References in this Paragraph to a Lender include references to us.

On a Lender’s request, you shall make available to such Lender within 24 hours of such request any file, correspondence, document or information relating to the performance of your obligations under these Merchant Terms and Conditions or which such Lender informs you are required to enable it to monitor or appraise the activities under these Merchant Terms and Conditions or your on-going ability to perform your obligations.
In addition, you shall make available any other information which is needed to enable a Lender to fully and effectively comply with the requirements of any Regulatory Body. These requirements may include the FCA’s requirements relating to outsourcing where these apply to these Merchant Terms and Conditions as well as all laws and regulations that apply to a Lender.
A Lender may enter, and you shall procure such entry to, your premises or those of your Agents at all reasonable times to review all files, correspondence, documents or information and other things relating to the performance of the services, activities and obligations under these Merchant Terms and Conditions, and to audit and inspect your security arrangements (including data security measures), your compliance with your legal and regulatory requirements and those which remain the responsibility of such Lender, and its compliance with the terms of these Merchant Terms and Conditions generally. A Lender shall give you a minimum of 48 hours’ written notice except where the requirements of a Regulatory Body do not permit it. Additionally, you shall give a Lender reasonable assistance to understand the information provided by you and such Lender shall be allowed to have access to your staff.
Following any audit or inspection carried out under this Paragraph 8, you shall implement, as soon as reasonably practicable, any additional measures requested in writing by a Lender. Where the additional measures affect your Agents, you shall procure that those measures are implemented by the relevant Agents.
these Merchant Terms and Conditions In addition to using its own employees, a Lender may exercise its rights under this Paragraph 8 using external auditors or other agents. You shall also permit any Regulatory Body to exercise the rights of the Lender under this Paragraph 8.

COMPLAINTS
- You shall ensure that you have in place, and comply with, a complaint handling policy and procedure at all times. You shall provide a copy of this policy and procedure to us and each Lender upon request.
- Where applicable, you undertake to manage and resolve all Relevant Complaints under Paragraph 1 in accordance with the FCA Handbook DISP Rules.
- You are solely responsible for resolving all claims, disputes or complaints relating to the Goods/Services and the Sales Agreement, including disputes relating to the delivery or non-delivery of such Goods/Services (each, a “Dispute“) and shall use all reasonable endeavours to resolve (to our reasonable satisfaction) all such Disputes as soon as possible (and in any case within 8 weeks of them arising) in such a way that ensures that the relevant Customers repay to the relevant Lender the outstanding balance of sums advanced under relevant Credit Facilities.
- In relation to claims, disputes or complaints received by you which relate to a Lender, a Credit Agreement, a Credit Facility or any activity connected with these Merchant Terms and Conditions (including under sections 56, 75 or 75A of the Act or claims for misrepresentation or breach of contract) (“Relevant Complaints”), you shall:
  - notify and provide a copy of all documentation relating to a Relevant Complaint to us and the relevant Lender within 48 hours at the following e-mail addresses: support@vendigo.com and the email address set out in Appendix 1 for the Lender;
  - monitor Relevant Complaints and will proactively investigate and monitor your communications in order to establish if any Relevant Complaints have been made; and
  - produce a log of Relevant Complaints on a monthly basis (“Monthly Complaints Log”).
- Each Lender shall supply you with details of any complaints made directly to that Lender in relation to you. Such complaints should also be logged in the Monthly Complaints Log.
- If for any reason you are unable to resolve a Relevant Complaint, you shall provide us with all reasonable assistance in defending any Relevant Complaints including:
  - allowing us to conduct all negotiations and proceedings;
  - providing us with such reasonable assistance and information as is required by us from time to time regarding the Relevant Complaint;
  - taking all reasonable steps to preserve all documentary evidence which may be required in any proceedings related to the Relevant Complaint; and
  - not, without our prior written consent, making any admission relating to the Relevant Complaint or attempting to settle it.
- Where any Dispute has occurred, and you have received Settlement Funds, you shall hold such Settlement Funds on trust for us and for the relevant Lender until such Dispute has been resolved to our satisfaction.
PLATFORM ACCESS
- You are granted a non-exclusive and non-transferable right to access the Platform solely for the purpose of offering Credit Facilities to Customers during the Term.
- We shall use reasonable endeavours to ensure that the Platform is made available to Merchants and Customers at all times during the Term except in the circumstances where Permitted Down Time is required.
- Permitted Down Time shall be limited to the suspension of the Platform necessary:
  - to enable us or our Agents to comply with an order or request from any Regulatory Body; or
  - to enable us or our Agents to carry out work relating to the upgrade of the Platform.
- We will use reasonable endeavours to ensure that all Permitted Down Time takes place during hours of low usage of the Platform (including a standard internet maintenance window on Saturdays and Sundays between 0500 and 0900, or any other time previously notified to you by us).
- You must provide such assistance and co-operation as we or our third party service providers may require in order to ensure that the Platform integrates with the Merchant’s systems, such assistance and co-operation to include participation in any joint testing initiatives.
- You undertake not to:
  - license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available in any way to any third party the Platform or any data, content, software and other material making up the products and services made available via the Platform;
  - deploy within the Platform any bot, spider, web crawler or other automated query program at any time for any reason including all scraping, crawling, caching or otherwise accessing any content on the Platform;
  - introduce any data to the Platform that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  - attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the Platform or any data, content, software and other material making up the products and services made available via the Platform, except as may be allowed by any Applicable Law;
  - attempt to obtain, or assist others in relation to any of the activities at sub-paragraphs (a) to (d) inclusive above.
- You acknowledge and agree that the features, availability, operation and/or look and feel of the Platform may be modified at any time.
- You shall ensure that:
  - all user ID and passwords are kept secure and are treated as Confidential Information;
  - you comply with the rules, requirements and guidance of the FCA with respect to the use of passwords in connection with the Platform and that you have systems and controls in place to ensure (and monitor) such compliance; and
  - as a minimum, such passwords are changed on an annual basis (or at such greater frequency as may be required by the rules, requirements and guidance of the FCA).
- You shall procure that each person using the Platform on your behalf (including your Agents) shall comply with the restrictions and obligations placed upon you in this Paragraph 7.
RECORDS
- You must keep true, complete and accurate records of all matters connected with these Merchant Terms and Conditions (“Records“) for a period of six (6) years and, if longer, such period of time as may be required by Applicable Law and/or any Regulatory Body and promptly supply the same to us on our written request.
TRADE MARKS AND INTELLECTUAL PROPERTY
- You hereby grant to us a worldwide, non-exclusive, royalty-free right and licence to use display and reproduce your trade marks, logos, name and other Intellectual Property Rights solely to the extent reasonably necessary for us to perform our obligations and/or exercise our rights under these Merchant Terms and Conditions which shall include a right to use such trade marks, logos and name on the Customer documentation and correspondence and to sub-license to our contractors for the same purpose.
- We hereby grant to you a worldwide, non-exclusive, royalty-free right and licence to use display and reproduce our trade marks, logos, name and other Intellectual Property Rights solely to the extent reasonably necessary for you to perform your obligations and/or exercise your rights under these Merchant Terms and Conditions which shall include a right to use such trade marks, logos and name on the Customer documentation and correspondence.
- All Intellectual Property Rights in our trade marks (registered and unregistered), service marks, logos, get up or brands shall remain vested in and owned by us or our licensors (as applicable).
- You must not use any of our trade marks (registered and unregistered), service marks, logos, get up or brands without our prior written consent and then they must only be used in compliance with our brand guidelines as amended from time to time and the terms of our written consent.
- Except as expressly stated in these Merchant Terms and Conditions, no Party shall acquire any rights to Intellectual Property Rights belonging to another Party or its Agents as a result of the provisions of these Merchant Terms and Conditions.
- All goodwill derived from your use of such trade marks (registered and unregistered), service marks, logos, get up, and brands shall accrue to us and we may at any time call for a confirmatory assignment of any goodwill in which case you shall (at your own cost) promptly execute such confirmatory assignment in a form prescribed by us.
- You must not do anything or cause anything to be done at any time which would prejudice our right, title and interest in any of the Intellectual Property Rights vested in us and you shall indemnify us in respect of any claim in connection with or arising from breach of the same.
WARRANTIES, INDEMNITIES AND REMEDIES
- Each Party warrants, represents and undertakes to the other Parties that it has full authority to enter into and perform these Merchant Terms and Conditions.
- You warrant, represent and undertake to us and each Lender at all times during the Term that:
  - so far as you are reasonably aware, each Credit Facility is required for the sole purpose of financing the Goods/Services due under the relevant Sale Agreement;
  - you will only use the most up-to-date promotional materials;
  - you have obtained all Licences and third party permissions with respect to the Goods/Services as are necessary to supply the same to a Customer in accordance with the relevant Sales Agreement and to enable us and each Lender to exercise our or their rights and perform our or their obligations under these Merchant Terms and Conditions;
  - our or any subcontractor’s use of your trade marks and other Intellectual Property Rights does not and will not infringe the Intellectual Property Rights or any other similar rights of any third party;
  - you have obtained all third-party permissions with respect to the Goods/Services as necessary to enable us and our Agents to exercise rights and to perform obligations under these Merchant Terms and Conditions and that you are, if required, the owner of or you have the right to enter into these Merchant Terms and Conditions on behalf of the owner of all Intellectual Property Rights in and to any or all of the Goods/Services; and
  - prior to a Customer entering into a Credit Agreement, not represent to any Customer or third party or otherwise hold yourself out to such persons as being (i) our or any Lender’s Agent or (ii) authorised to discuss or promote the terms of a Credit Agreement on behalf of a Lender (unless prior written approval to do so has been given by the relevant Lender).
- You shall indemnify and keep us, our Agents and each Lender indemnified in full and hold us and them harmless on demand from and against any Losses suffered or incurred by us, our Agents and each such Lender arising out of or in connection with:
  - any breach of its obligations under or arising from these Merchant Terms and Conditions; or
  - defending or satisfying any claim threatened or made against us or any Lender under sections 56, 75 or 75A of the Act; or
  - you issuing a credit note or making a refund to any Customers in respect of the Goods/Services; or
  - your negligence or fraud or that of any of your Agents; or
  - any claim or action relating to the Goods/Services (including, where relevant and without limitation, a claim relating to delivery or non-delivery, a claim of infringement of a third party’s Intellectual Property Rights or any product liability claim), or any claim or action brought against us, a Lender or our Agents by a Customer as a result of your breach of these Merchant Terms and Conditions, the Sale Agreement or otherwise by your default.
- Without prejudice to our other rights and remedies, we, and each Lender, may (at our or their sole discretion) at any time and without prior notice to you: (i) set off against any liability of ours or a Lender (as applicable) to you (including any future Settlement Funds owed to you); or (ii) require payment on demand (and you shall pay), in each case an amount equal to:
  - any Settlement Funds that have been paid to you in error; or
  - any Settlement Funds that have been paid to you where the relevant Customer(s) are entitled to a refund under their Sale Agreement and/or Applicable Law and/or for any other reason and such refund has not been paid by you to the relevant Lender in accordance with Paragraph 2(b); or
  - any credit properly made by a Lender to a Customer’s account as a result of a withdrawal, cancellation, disputed transaction or refund in connection with that Credit Facility; or
  - any Settlement Funds that have been paid to you where there is any Dispute between you and the relevant Customer(s) (provided that we shall allow you until the date falling 8 weeks from the date the relevant Dispute first arises to resolve it to our satisfaction); or
  - any Losses suffered by us or a Lender in connection with any complaint made by a Customer that has been caused or materially contributed to by your Default; or
  - any Losses suffered or incurred by us or a Lender in connection with a breach of Paragraph 6(b).
- Except as set out in these Merchant Terms and Conditions, all other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into these Merchant Terms and Conditions or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purposes or the use of reasonable skill and care.
DATA PROTECTION
- In this Paragraph 14:
  - “Vendigo Personal Data” means any and all personal data which is provided by us or on our behalf to you or which comes into your possession as a result of or in connection with performance of your obligations under these Merchant Terms and Conditions and for which we are the data controller;
  - “Data Controller, “Data Subject“, “Personal Data” and “Processing” shall bear the respective meanings given them under Data Protection Laws (and “process” shall be construed accordingly);
  - “Data Protection Laws” means any applicable law relating to the processing, privacy, and use of Personal Data including, without limitation:
    - the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426, and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive) or Directive 2002/58/EC (ePrivacy Directive);
    - the General Data Protection Regulation (EU) 2016/679 (GDPR), and/or any corresponding or equivalent national laws or regulations; and
    - any judicial or administrative interpretation of any of the above, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant supervisory authority or regulator having jurisdiction over the Customer.
  - The parties acknowledge that for the purposes of the Data Protection Laws, we are the Data Controller and you are the data processor of any Vendigo Personal Data.
  - You shall process the Vendigo Personal Data only to the extent, and in such a manner, as is necessary for the purposes specified in these Merchant Terms and Conditions and in accordance with our instructions from time to time and shall not process the Vendigo Personal Data for any other purpose. You shall keep a record of any processing of personal data you carry out on our behalf.
  - You shall promptly comply with any request from us requiring you to amend, transfer or delete the Vendigo Personal Data (and you shall in any event, destroy the Vendigo Personal Data within six (6) years of the entering into of the applicable Credit Agreement to which that Vendigo Personal Data relates unless otherwise directed by us).
  - Any Vendigo Personal Data you collect on our behalf shall contain a data protection notice informing the data subject of the identity of the Data Controller, the identity of any data protection representative it may have appointed, the purposes or purposes for which their personal data will be processed and any other information which is necessary having regard to the specific circumstances in which the data is, or is to be, processed to enable processing in respect of the data subject to be fair.
  - If you receive any complaint, notice or communication which relates directly or indirectly to the processing of the Vendigo Personal Data or to either party’s compliance with Data Protection Laws and the data protection principles set out therein, you shall immediately notify us and you shall provide us with full co-operation and assistance in relation to any such complaint, notice or communication at no cost to us.
  - At our request, you shall provide us with a copy of all Vendigo Personal Data held by you in the format and on the media reasonably specified by us.
  - You shall not transfer the Vendigo Personal Data outside the European Economic Area without our prior written consent.
  - You shall promptly inform us if any Vendigo Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. You shall restore such Personal Data at your own expense.
  - You shall ensure that access to the Vendigo Personal Data is limited to:
    - those employees who need access to the Vendigo Personal Data to meet your obligations under these Merchant Terms and Conditions; and
    - in the case of any access by any employee, such part or parts of the Vendigo Personal Data as is strictly necessary for performance of that employee’s duties.
  - You shall ensure that all employees:
    - are informed of the confidential nature of the Vendigo Personal Data;
    - have undertaken training in the laws relating to handling Vendigo Personal Data; and
    - are aware both of your duties and their personal duties and obligations under such laws and these Merchant Terms and Conditions.
  - You shall take reasonable steps to ensure the reliability of any of your employees who have access to the Personal Data.
  - You shall notify us within 2 Working Days if you receive a request from a Data Subject for access to that person’s Personal Data.
  - You shall provide us with full co-operation and assistance in relation to any request made by a Data Subject to have access to that person’s personal data.
  - You shall not disclose the Vendigo Personal Data to any Data Subject or to a third party other than at our request or as provided for in these Merchant Terms and Conditions.
  - We are entitled, on giving at least 7 calendar days’ notice to you, to inspect or appoint representatives to inspect all facilities, equipment, documents and electronic data relating to the processing of Vendigo Personal Data by you.
  - The requirement under Paragraph 16 of this schedule to give notice shall not apply if we believe that you are in breach of any of your obligations under these Merchant Terms and Conditions.
  - You warrant that:
    - you will process the Vendigo Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments; and
    - you will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Vendigo Personal Data and against the accidental loss or destruction of, or damage to, personal data to ensure our compliance with the seventh data protection principle.
  - You shall notify us immediately if you become aware of any unauthorised or unlawful processing, loss of, damage to or destruction of the Vendigo Personal Data.
  - You agree to indemnify and keep indemnified and defend at your own expense us against all costs, claims, damages or expenses incurred by us or for which we may become liable due to any failure by you or your Agents to comply with any of your obligations under this Paragraph 15.
  - You may only authorise a third party (“sub-contractor“) to process the Vendigo Personal Data:
    - subject to our prior written consent where you have supplied us with full details of such sub-contractor;
    - provided that the sub-contractor’s contract is on terms which are substantially the same as those set out in this Paragraph 15; and
    - provided that the sub-contractor’s contract terminates automatically on termination of these Merchant Terms and Conditions for any reason.
  - In the event of a breach, or potential breach of the security of Vendigo Personal Data, you shall:
    - take immediate steps to remedy the breach or prevent the potential breach or remove the threat;
    - promptly take measures to ensure there is no repetition of the incident in the future;
    - promptly provide us with full details in writing of the steps and measures taken; and
    - comply with all our reasonable requests in respect of the same.
  - If and to the extent that you collect and pass personal data (other than Vendigo Personal Data) to us, you warrant that you have obtained appropriate consent from all relevant data subjects, to pass such personal data to us for the purposes for which we intend to use it.
  - You acknowledge and agree that we (or our Affiliates) may from time to time contact Customers for marketing or other purposes in accordance with, and subject to their acceptance of, our privacy policy.

TERM AND TERMINATION
- These Merchant Terms and Conditions shall come into force on the Effective Date and continue unless and until terminated in accordance with Paragraph 2 (“Term“).
- Either of us may suspend or terminate these Merchant Terms and Conditions with immediate effect on giving written notice to the other if:
  - the other commits a material breach of these Merchant Terms and Conditions which is incapable of remedy; or
  - the other commits a material breach of these Merchant Terms and Conditions which is capable of remedy and fails to remedy that breach within a period of five (5) Working Days of being notified of the breach; or
  - the other suffers an Insolvency Event.
- Notwithstanding Paragraph 2, these Merchant Terms and Conditions may be terminated for convenience at any time during the Term:
  - by us immediately upon giving written notice to you; or
  - by you giving not less than twelve (12) months’ written notice to us provided that such termination shall not take effect any earlier than the third anniversary of the Effective Date.
- We may suspend or terminate these Merchant Terms and Conditions with immediate effect by giving written notice to you if:
  - you repeatedly commit breaches of these Merchant Terms and Conditions such as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of these Merchant Terms and Conditions; or
  - you breach any requirements or process contained in the Merchant Guide; or
  - you cease to hold any Licence or are otherwise in breach of any Applicable Laws or proceedings are brought against you which will materially adversely affect your ability to carry out your obligations under these Merchant Terms and Conditions; or
  - any change in Applicable Laws materially impacts on the arrangements contemplated by these Merchant Terms and Conditions or a Regulatory Body notifies us that the provision of any aspect of these Merchant Terms and Conditions is not acceptable to that Regulatory Body; or
  - you fail to use your best efforts to resolve any dispute between you and a Customer in accordance with the Merchant Guide (including failing to respond to a Customer); or
  - we or any Lender believes you have been involved in misselling Goods/Services; or
  - you are subject to a change of Control; or
  - in our reasonable opinion, you bring into substantial disrepute the good name, goodwill, reputation and/or image of Vendigo or any Lender.
- Immediately upon expiry or termination for any reason of these Merchant Terms and Conditions for any reason you shall cease to have access to the Platform or to offer or promote Credit Facilities and you shall not hold yourself as offering Credit Facilities.
- The provisions of Paragraphs 6, 6.6(b), 7.4, 7.5, 8, 9, 10, 12, 14.3, 14.4, 15, 16.5, 17, 18, 28, 31 and (to the extent that those definitions apply to the surviving Paragraphs) 32, this Paragraph and any other provision of these Merchant Terms and Conditions which expressly or by implication is intended to come into or continue in force on or after the expiry or termination of these Merchant Terms and Conditions, shall remain in full force and effect.
LIMITATIONS ON LIABILITY AND INSURANCE
- Nothing in these Merchant Terms and Conditions shall limit or exclude the liability or remedy of any Party:
  - for death or personal injury caused by its negligence, or that of its Agents;
  - for fraud or fraudulent misrepresentation;
  - for wilful breach of these Merchant Terms and Conditions; or
  - for any act, omission or matter, liability for which may not be excluded or limited under Applicable Law.
- Subject to Paragraph 1, neither we nor any Lender shall be liable to you for:
  - any indirect, special or consequential loss or damage;
  - any loss of profits;
  - loss of goodwill;
  - loss of business;
  - loss of business opportunity;
  - loss of anticipated saving; or
  - loss or corruption of data or information,

that arises under or in connection with these Merchant Terms and Conditions.

Subject to Paragraph 1 and Paragraph 17.2, neither we nor any Lender shall have any liability to you under or in respect of these Merchant Terms and Conditions for:
- any Losses arising from or in connection with any unavailability of, or errors or bugs in, the Platform; and
- any other type of liability in respect of these Merchant Terms and Conditions whether arising in contract, tort (including negligence) or restitution or for misrepresentation or otherwise, to the extent it exceeds the aggregate of the Merchant Subsidy paid by or to you pursuant to these Merchant Terms and Conditions during the period of 12 months prior to the date such liability was incurred.
For the avoidance of doubt, we shall not be liable for, and you must indemnify and hold us harmless on demand from, any Losses arising out of or in connection with:
- the Merchant Site or any content contained on it;
- any act or omission of persons who gain access to the Merchant Site;
- any fraudulent application for, or the fraudulent use of, a Credit Facility instigated by you or your Agent; and
- any content or information entered by a Customer in relation to the Credit Application, Credit Facility or Credit Agreement.
You must carry and maintain in full force and effect at all times during the Term and for a period of six (6) years following its term or expiry insurances appropriate to the performance of your obligations under these Merchant Terms and Conditions with a reputable third party insurance company, including but not limited to liability insurance in respect of any claims arising against you in relation to sections 56 and/or 75 and/or 75A of the Act. You will ensure that the insurance policy is with a reputable third party. You shall on demand provide a copy of the insurance certificate to us.

CONFIDENTIALITY
- Each Party (the “receiving party“) undertakes that it shall not at any time disclose to any person any Confidential Information of any other Party (and in the case of the Merchant as a receiving party, any Confidential Information of our or a Lender’s Agents) (“disclosing party“) except that the receiving party may disclose the disclosing party’s Confidential Information to:
  - its employees, officers, representatives, or advisors who need to know such information for the purposes of carrying out the obligations or exercising the rights of the receiving party under these Merchant Terms and Conditions, provided that the receiving party shall procure that its employees, officers, representatives and advisors to whom it discloses the disclosing party’s Confidential Information comply with this Paragraph 18; and
  - as may be required by law, a court of competent jurisdiction or any Regulatory Body.
- The receiving party shall not use the disclosing party’s Confidential Information other than as is required for the purposes of carrying out the obligations or exercising the rights of the receiving party under these Merchant Terms and Conditions.
- On expiry or termination for any reason of these Merchant Terms and Conditions, the receiving party shall return to the disclosing party (or, at the disclosing party’s option, permanently delete and destroy) all documents and materials (including any copies thereat) containing, reflecting, incorporating or based on the disclosing party’s Confidential Information, provided that the receiving party may retain such copies of such documents and materials to the extent required by Applicable Law or a Regulatory Body.
FORCE MAJEURE
- Neither we nor any Lender (nor our or its Agents) shall be liable for a breach of these Merchant Terms and Conditions directly or indirectly caused by circumstances beyond our or their reasonable control including but not limited to any natural disaster, war, terrorist attack or similar actions, non-performance by suppliers or sub-contractors (including our or their Agents or suppliers), and interruption or failure of any utility service.
NOTICES
- Any written notice may be delivered in person, by email or sent by first-class post:
  - in the case of the Merchant, to the Merchant at the address or email address provided by the Merchant during the on-boarding process or such other address as may be notified by the Merchant in writing from time to time;
  - in the case of Vendigo, to Support Team, Koze Group Ltd, Trafalgar House, Kemble Airfield, Enterprise Park, Cirencester, Gloucestershire, GL7 6BQ; or via email to support@vendigo.com; and
  - in the case of a Lender, to the address set out next to their name in Appendix 1.
- Notices by post shall be deemed duly given forty-eight (48) hours after posting by first class post or seventy two (72) hours if sent by airmail. Notices by email shall be deemed duly given when delivered.
- You agree that we and any Lender may act on email notices or instructions that reasonably appear to emanate from you or your Agent.
- If the function is available, a written notice may be served on a Party through the Platform, and such notice shall be deemed duly given when sent by the relevant Party through the Platform.
COMPLIANCE AND MONITORING
- You agree to carry out monitoring and assessment of your employees and Agents carrying out the activities under these Merchant Terms and Conditions to assess whether they (a) comply with all relevant legal and regulatory obligations; and (b) follow the procedures set out in these Merchant Terms and Conditions, the Merchant Guide and any other policies and procedure provided to you under these Merchant Terms and Conditions. This should be carried out at least once every 12 months with full results to be provided to us within 14 days of completing the monitoring exercise.
- You acknowledge that we may from time to time carry out a compliance monitoring exercise to assess whether you are compliant with relevant legal and regulatory obligations in connection with these Merchant Terms and Conditions and all activities arising out of these Merchant Terms and Conditions, including both legal and regulatory obligations applicable to you directly and those which remain the responsibility of us or a Lender. For these purposes you agree that all provisions under Paragraph 8 apply in full in relation to this compliance monitoring exercise.
ANTI-BRIBERY AND CORRUPTION
- You understand that we are and each Lender is committed to complying with all anti-money laundering and counter-terrorist financing laws and regulations to which we or they are subject. You represent and warrant that you, and persons associated with you (as determined in accordance with section 8 of the Bribery Act 2010) shall:
  - comply with all Applicable Laws relating to bribery and corruption including the Bribery Act 2010 (“Anti-Bribery Legislation“);
  - not take or knowingly permit any action to be taken that would or might cause or lead us or a Lender to be in violation of Anti-Bribery Legislation including, without limitation, under section 7 of the Bribery Act 2010; and
  - not bribe or attempt to bribe (which shall include, without limitation, any offer or form of payment, gift or other inducement, reward or advantage, whether of money or anything of value) us, a Lender or our Agents, affiliates or persons acting on our behalf.
- You warrant that you have in place policies and procedures to ensure your own compliance with relevant anti-money laundering and counter terrorist financing laws and regulations which are directly applicable to you. You agree to make available to us and each Lender such policies and procedures upon written request..
- You shall promptly implement any amendments to your anti-money laundering and counter terrorist financing policies and procedures that we or a Lender, acting reasonably, considers necessary to ensure compliance with anti-money laundering and counter terrorist financing laws and regulatory obligations.
- You shall review your anti-money laundering and counter terrorist financing policies and procedures on a regular basis and shall promptly implement and notify us of any amendments.
NO PARTNERSHIP
- Save as expressly provided in these Merchant Terms and Conditions, these Merchant Terms and Conditions do not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the Parties. Neither Party shall have, nor represent that it has, any authority to make or enter into any commitments on the other’s behalf or otherwise bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power).
ENTIRE AGREEMENT

These Merchant Terms and Conditions (as varied from time to time in accordance with their terms) constitute the entire agreement and understanding of the Parties and supersede and extinguish all previous drafts, agreements and understandings between them, whether oral or in writing, relating to its subject matter. Each Party acknowledges and agrees that in entering into these Merchant Terms and Conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, warranty or understanding made by or on behalf of a Party (whether made innocently or negligently) which is not expressly set out in these Merchant Terms and Conditions. No Party shall have any claim for innocent or negligent misrepresentation based upon any statement, representation, assurance or warranty in these Merchant Terms and Conditions.

SEVERANCE

If any provision, or part of a provision, of these Merchant Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable (a “Void Provision“):

such invalidity, illegality or unenforceability shall not affect the other provisions of these Merchant Terms and Conditions, which shall remain in full force and effect;
if a Void Provision would be valid, legal and enforceable if some part of it were deleted, that Void Provision shall apply with such modification as may be necessary to make it valid, legal and enforceable;
if a Void Provision cannot be made valid, legal and enforceable under Paragraph (b) above, the Parties shall negotiate in good faith to amend the Void Provision to be valid, legal and enforceable whilst achieving, to the greatest extent possible, the Parties’ original commercial intention; and
if a Void Provision cannot be made valid, legal and enforceable under Paragraph (b) or (c) above, the Void Provision shall be deemed to be deleted.

THIRD PARTIES AND TRANSFER
- No term of these Merchant Terms and Conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party to these Merchant Terms and Conditions save that our and any Lender’s Agents shall be entitled to enforce those Paragraphs of these Merchant Terms and Conditions which confer a right or benefit on such Agents, provided always that such Agents shall only be able to rely on this Paragraph 26 where it has suffered a loss of as a result of any breach of any such Paragraphs by you. Notwithstanding the foregoing, the consent of the relevant Agents shall not be required for any rescission, variation (including any release or compromise in whole or in part of any liability) or termination of these Merchant Terms and Conditions or of any part of them.
- These Merchant Terms and Conditions shall be binding on, and enure to the benefit of, the Parties and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that party’s personal representatives, successors and permitted assigns.
NO WAIVER

A failure to exercise, or delay in exercising, a right, power or remedy provided by these Merchant Terms and Conditions or by law does not constitute a waiver of that, or any other, right, power or remedy and shall not, and nor shall any single or partial exercise of any such right, power or remedy, preclude the further exercise of that, or any other, right, power or remedy. Any waiver of any right under these Merchant Terms and Conditions is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given.

SET-OFF

Without prejudice to Paragraph 14.4, we and any Lender shall be entitled to set off:

all or any amounts owed by us or such Lender to you under these Merchant Terms and Conditions against any sum due from you whether such sum is due under these Merchant Terms and Conditions or otherwise; and
any amount which a Customer claims is due from us or a Lender as a result of a breach of contract, breach of any Applicable Law or misrepresentation by you (whether such claim is made under the provisions of sections 56, 75 or 75A of the Act or otherwise).

ASSIGNMENT
- You shall not assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights and/or obligations under these Merchant Terms and Conditions without our prior written consent.
- We, and any Lender, may at any time assign, transfer, mortgage, charge, sub-contract or deal in any other manner with any or all of its rights and/or obligations under these Merchant Terms and Conditions without your consent.
NON-EXCLUSIVITY
- For the avoidance of doubt, nothing in these Merchant Terms and Conditions shall prevent us or any Lender from providing similar services to those set out in these Merchant Terms and Conditions (including the provision of the Credit Facilities) to any other person.
GOVERNING LAW
- These Merchant Terms and Conditions and any dispute or claim arising out of or in connection with any of them or their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
DEFINITIONS & INTERPRETATION
- In these Merchant Terms and Conditions the following words and expressions shall have the following meanings:

“Act” means the Consumer Credit Act 1974 (and any regulations made under it);

“Affiliate” means as regards a Party, its ultimate holding company and each of its ultimate holding company’s other subsidiaries for the time being;

“Agents” mean a party’s employees, officers, representatives, agents, contractors, Authorised Salespersons or subcontractors;

“Applicable Law” means all laws, rules, regulations, policies, guidance or industry codes, rules of court or directives or requirements or notice of any Regulatory Body, delegated or subordinate legislation which are relevant and applicable to (i) the performance of a Party’s obligations under these Merchant Terms and Conditions, including the Act and (ii) in case of the Merchant, the Sale Agreements, the supply or provision of Goods/Services and the operation of the Merchant’s Site;

“Authorised Salesperson” means a person employed by the Merchant or a self-employed person exclusively contracted by the Merchant, who is authorised by the Merchant to arrange Credit Facilities, for which the Merchant takes full responsibility, and who:

works exclusively for the Merchant;
only conducts activities within the scope of the Merchant’s regulatory permissions;
has received training on presenting, offering and explaining financial products;
makes it clear to Customers that they are representing the Merchant; and
in the case of a self-employed contractor, has signed a contract which clearly sets out effective measures for the Merchant to control such person;

“Confidential Information” means any information of a confidential, secret or business nature, including that which concerns a Party’s business, affairs, customers, contractors or suppliers and the terms of these Merchant Terms and Conditions;

“Control” has the meaning ascribed to it in section 11.24 of the Corporation Tax Act 2010;

“Credit Agreement” means a credit agreement between a Lender and a Customer for a Credit Facility entered into, or to be entered into, via the Platform in such form as may be required by such Lender from time to time;

“Credit Application” means an application submitted, or to be submitted, via the Platform for a Credit Facility in such form as may be required by Vendigo from time to time;

“Credit Facility” means a credit facility provided by a Lender to a Customer under a Credit Agreement to be applied in payment (or part-payment) of the relevant Goods/Services;

“Customer” means a person introduced by the Merchant who has entered into, or who wishes to enter into, a Credit Agreement with a Lender using the Platform;

“Customer Satisfaction Note” means a confirmation from a Customer made through the Platform that the Goods/Services have been provided to their satisfaction;

“Default” means any breach of the obligations of the relevant Party (including a fundamental breach or breach of a fundamental term) or any other default, act, omission, negligence or statement of the relevant Party, or its Agents in connection with or in relation to the subject-matter of these Merchant Terms and Conditions, any Credit Agreement or any Sale Agreement;

“Deposit” means, in respect of each Credit Agreement, the deposit collected by the Merchant from the Customer (if any) for the Goods/Services;

“Dispute” has the meaning given to it in Paragraph Error! Reference source not found.;

“Effective Date” has the meaning given to in in Paragraph 4.1;

“FCA” means the Financial Conduct Authority, or any successor Regulatory Body;

“Goods/Services” means the products and/or services to be supplied by the Merchant to the Customer under the applicable Sale Agreement and which are, or are to be, financed using the Credit Facility;

“Insolvency Event” means, in respect of a Party, where a) that Party is, or is deemed to be, insolvent or unable (or admits its inability) to pay its debts as they fall due or stops or suspends payment of any of its debts; or b) that Party is unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; or c) any expropriation, attachment, sequestration, distress, execution, enforcement of security or other legal process is levied, enforced or sued out on or against, or affects, any of that Party’s assets and is not discharged or stayed within twenty one (21) days; or d) that Party begins negotiations, or enters into any composition or arrangement, with one or more of its creditors in order to reschedule any of its indebtedness because of actual or anticipated financial difficulties; or e) a moratorium is declared over any of that Party’s indebtedness; or f) any petition is presented, resolution proposed or other action, proceedings, procedure or step taken for, or which may lead to: (i) the suspension of payments, winding up, dissolution, administration or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of that Party; or (ii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of that Party or any of its assets; or g) that Party suffers any event similar to any of those set out at a) to f) (inclusive) of this definition including in any jurisdiction to which it is subject; or h) that Party suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business;

“Intellectual Property Rights” mean any patent, copyright, trade mark, service mark or trade name, utility model, right in software, right in design, right in databases, image right, moral right, right in an invention, right relating to passing off, domain name, right in confidential information (including trade secrets) or right of privacy, and all similar or equivalent rights in each case whether registered or not and including all applications (or rights to apply) for, or renewal or extension of, such rights which exist now or which will exist in the future in the United Kingdom and all other countries in the world;

“Lender” means a lender(s) approved by Vendigo to provide finance to Customers for the purchase of Goods/Services, details of which are set out in Appendix 1 from time to time;

“Licence” mean all licences, approvals, authorisations, consents, permissions and/or registrations which are necessary in connection with the exercise of the rights of the Merchant and performance of the obligations of the Merchant under these Merchant Terms and Conditions, including those required by Applicable Law;

“Loss” means all losses, damages, costs, expenses (including reasonable legal fees) and any other liabilities;

“Merchant” means a seller or provider of Goods/Services;

“Merchant Guide” means the Merchant Guide available on Vendigo’s website, setting out the Merchant’s responsibilities in its interactions with its Customers, as updated from time to time;

“Merchant Site” means any website(s) or other online means through which the Merchant carries on its business and sells the Goods/Services;

“Merchant Subsidy” means the amount of subsidy to be paid by a Merchant to a Lender, or paid to a Merchant by a Lender, in respect of a Credit Facility, as agreed in writing between Vendigo and the Merchant from time to time;

“Parties” means Vendigo, each Lender and the Merchant (as the context requires), and each shall be a “Party“;

“Permitted Down Time” means periods during which the Platform shall be unavailable in accordance with Paragraph 10.7;

“Rate Card” means the rate card provided to the Merchant by Vendigo, listing all products that the Merchant can offer to a Customer, as well as the Merchant Subsidy for such products, as updated from time to time;

“Regulatory Body” means those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in these Merchant Terms and Conditions or any other affairs of the Parties or either of them (including the FCA);

“Sale Agreement” means an agreement entered into by a Customer and the Merchant for the supply of the Goods/Services (whether or not in writing);

“Settlement Funds” has the meaning given to it in Paragraph 7.2;

“Term” has the meaning given to it in Paragraph 16.1; and

“Working Day” means a day (other than a Saturday, a Sunday or a public holiday in England) on which banks in London are open for business.

In these Merchant Terms and Conditions:
- references to Paragraphs are to Paragraphs of these Merchant Terms and Conditions;
- references to a “person” shall be construed to include any individual, firm, company, government, state or agency of the state or any joint venture, association or partnership (whether or not having separate legal personality);
- a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;
- any words following the terms “including”, “include”, “in particular” or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms;
- use of the singular includes the plural and vice versa;
- any obligation on a Party not to do something includes an obligation not to allow that thing to be done;
- any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal terms in that jurisdiction;
- where a Lender is a peer to peer lending platform, references to such Lender include such Lender acting on behalf of lenders acting through a peer to peer lending platform; and
- headings to Paragraphs are for convenience only and shall not affect the interpretation of these Merchant Terms and Conditions.