Parties:

"You" and "your": Means the Buyer or Supplier Client (“Client” or “Clients”)
"Us", “our” or “we”: Means MoneyMesh

Our registered address:
145 City Road
London
EC1V 1AZ
United Kingdom

Company number (UK): 11342079
Website: https://www.moneymesh.demo and https://invoz.moneymesh.demo

This agreement specifies our terms and conditions where you agree to use our services and our digital platform

Definitions:

Unless the contract states otherwise, the below words will be defined as follows:

Administrator means MoneyMesh who is the lender and manages and oversees the digital platform in order to authorise and approve payments of issued invoices uploaded by the Buyer. MoneyMesh provides liquidity to the Supplier and Buyer Clients as a "non-bank financial institution”.

Buyer means a Client (individual, sole trader, company or organisation) who buys goods and/or services from a Supplier, and is invoiced for those goods and/or services (accounts payable). The Buyer can upload invoices payable to Suppliers who are registered onto MoneyMesh’s digital platform, for MoneyMesh to provide financing to the Supplier for those invoices .

Client or Clients means either a Buyer or Supplier who is registered with us as a user of our digital platform (portal) and services.

Contract means the individual retainer agreements that have been previously agreed between the Clients and us (Invoice Purchase Agreements and Special/Standard Terms of Agreements) and it also means the sale and purchase of goods and/or services between the Buyer and Supplier.

Digital platform (“platform”) means our website, namely, https://invoz.moneymesh.demo.

Fee means financial cost or price payable to MoneyMesh in relation to invoice financing provided by MoneyMesh, whether administered through the platform or outside the platform. This includes discount fees, admin fees, late fees (in relation to delayed repayment to MoneyMesh) or any other ad hoc fees.

Supplier means the seller/service provider (individual, sole trader, company or organisation) of goods and/or services on a wholesale basis to the Buyer. The Supplier issues invoices to the Buyer (accounts receivables), against which they can receive early payment financed by MoneyMesh (invoice financing).

Disbursement means the action of MoneyMesh making payment to a Supplier for a given invoice (or batch of invoices) net of fees.

Disbursement date means the date on which MoneyMesh processes a payment for a Supplier invoice which has been uploaded to the platform by the Buyer.

Supply Chain Finance Tenor (or “SCF Tenor”) means the duration (in days) between Disbursement of funds to the Supplier for a given invoice (or batch of invoices) and the Due Date for the Buyer to make payment to MoneyMesh.

Due Date means the date that the Buyer is obligated to make payment to MoneyMesh for invoices which MoneyMesh has financed for its Suppliers. This is determined as the sum of Disbursement date and SCF Tenor.

Grace Period means a period immediately after the Due Date during which late fees that would have applied as a result of non-payment by the Buyer by the Due Date is waived, provided that the payment is made in full during the Grace Period. If applicable, the duration of the Grace Period is pre-defined and agreed with a given Buyer through a pre-existing retainer contract.

End of Grace Period means the final date on which all payment obligations to MoneyMesh must be made by the Buyer for a given invoice (or batch of invoices) before late fees and penalties begin being incurred. The End of Grace Period is the sum of Due Date and Grace Period.

Terms means the terms and conditions set out within this document, in addition to those terms within the respective retainer agreements that have been previously agreed between us and our Clients (by way of an Invoice Purchase Agreement with our Buyer and a Special/Standard Terms of Agreement with our Supplier).

Website means our website, namely, https://www.moneymesh.demo

Entering into a contract with MoneyMesh:A pre-existing individual retainer contract exists between MoneyMesh and the Client whether that be for the Buyer or Supplier. The retainer contract forms the basis of services that we provide including invoice financing.

These terms must be read in conjunction with the signed Invoice Purchase Agreement and/or Special/Standard Terms of Agreement with our Clients:

• The Buyer agrees to be bound by Articles 1 - 11 of the Buyer Reverse Factoring Agreement and associated annexes i.e. the clauses specified within the Invoice Purchase Agreement.
• The Supplier agrees to be bound by Articles 1 - 10 of the Supplier Reverse Factoring Agreement and associated annexes i.e. the clauses specified within the Special/Standard Terms of Agreement.

Performance of our services on a given invoice (or batch of invoices) will be deemed both complete and to have been effectively communicated once we process the agreed invoices (uploaded to the platform or sent directly to MoneyMesh employees by the Buyer) and provide payment net of our fees to the Supplier. The Buyer in turn will immediately be obligated to pay MoneyMesh the full invoice amount (and any other agreed fees), no later than the End of Grace Period (as communicated via the platform or directly to the Buyer) . As part of providing our services, we deduct our fees from payments made to the Supplier.

All Clients must ensure that they have carefully read and understood the terms and if there is any ambiguity, they must contact MoneyMesh to clarify. Otherwise, it is implied that the Client understands the said terms below and those within the retainer agreements and agrees the same.

Additionally, there is the strict exclusion of any other terms that the Client seeks to impose or incorporate into the contract, including those implied by trade, custom, practice or course of dealing whether concerning financial services, commercial banking and/or otherwise.

Your account:

You will be required to register and set up a secure account with us by entering a username and security compliant password. For this, you will be required to provide relevant personal data and will need to confirm your identity, contact details and bank details in order to use the platform. We may be required to conduct due diligence checks and may also need to perform anti-money laundering and fraud checks as required by law. As part of these checks we may need to instruct an employee or external contract/agent to conduct this work on our behalf.

The Client is solely responsible for managing, updating and maintaining their account on our platform. The Client must ensure that they keep their account up to date and complete. This also includes ensuring all information provided is up to date and accurate to ensure that we have all the information needed to make the payments. MoneyMesh will not be held liable for any inaccuracies that impact or delay the processing of payments to the Supplier.

Invoice financing:

We provide upfront funding to registered Suppliers on invoices which have been uploaded by their Buyers to the platform. The Buyer agrees to repay MoneyMesh in full for each transactional invoice, by the End of the Grace Period at the very latest, which depends on the specific agreements between the Parties.

Procedure for uploading invoices for financing:

• The Buyer must upload a batch of invoices from registered Suppliers, via a CSV file
• The Buyer must review the details of the invoice prior to confirming the upload, ensuring Supplier names, invoice amounts and invoice dates are all correct. The Buyer is fully responsible for the accuracy of the inputs and will be liable to make repayments to MoneyMesh by the End of the Grace Period (at the latest), regardless of any inaccuracies.
• The Buyer can track invoices and repayments which are due to MoneyMesh via the platform.
• The Supplier can view history of financing as well as invoice details submitted by the Buyer. Once an invoice is submitted by a Buyer it is considered to be automatically approved by the Supplier. In some instances, Supplier approval prior to disbursement may be permitted.

Processing payments:

Once a Buyer has uploaded and confirmed a batch of invoices, MoneyMesh will process payment for the full amount as specified on the Supplier’s invoice less MoneyMesh’s fees (unless otherwise agreed). Any incorrect amounts on an invoice uploaded by the Buyer will need to be flagged to the MoneyMesh team, and acknowledged by the MoneyMesh team, prior to Disbursement.

Upon deducting our fees outlined below, we will process the remaining balance to the Supplier. The Client is responsible for ensuring all required information is provided by them to ensure the smooth process of authorisation and payment of invoices.

Services:

MoneyMesh shall use all reasonable endeavours to supply its services to the Clients which includes the use of the platform as a payment handling service.

MoneyMesh reserves the right to make changes to its services including the platform and its features, either in the event that it is necessary to comply with applicable laws and/or health and safety regulations, or to improve the service provided to Clients. We will notify the Client of any proposed or actual changes to the service/platform in writing by email or via the platform, as soon as possible.

Our Fees:

Buyer and Supplier fees are pre-agreed in the pre-existing retainer contracts.

We are entitled to amend our fees to account for an increase in our expenses and cost of supplies and/or inflation, if any, or alternatively due to the imposition of new taxes or duties that we must comply with.

We have the right to adjust our fees in the event that additional services are requested by the Client but prior notification would be provided of the same. Written notification of any fee changes will be given to the Client, as soon as possible and any changes to our fees will be notified to the Buyer and Supplier.

Cancellation:
By MoneyMesh:
MoneyMesh reserves the right to cancel the service (or any aspect of the service) where:

• A Client breaches any of its duties or obligations under the retainer contract and/or these terms;
• MoneyMesh is legally required to do so, or if ordered by any government or public authority.

By our Client (Buyer or Supplier):

The Client must provide written notification to us of the same in accordance with the notice period disclosed in the relevant Buyer Reverse Factoring Agreement or Supplier Reverse Factoring Agreement.

Payment Methods:

All payments are processed and received using bank transfer. We are unable to provide an alternative method of payment unless this has been agreed otherwise in writing with the Client.

Confidentiality:

Information disclosed to us during our services and during the use of our platform will be treated as strictly confidential and personal data will be managed safely and securely.

Using our websites and security:

By accessing and using our website and/or our digital platform you are agreeing to be bound by these terms along with the terms and conditions of your retainer agreement with us. This includes an agreement to comply with relevant local laws of the UK, Kosovo, North Macedonia, Albania, Montenegro, Bosnia and Herzegovina, Serbia and Croatia, as applicable. You are entirely responsible for any activity that occurs by you, your employees or agents on our platform

You agree to abide by all applicable local, state, national and international laws and regulations of the UK, Kosovo, North Macedonia, Albania, Montenegro, Bosnia and Herzegovina, Serbia and Croatia, as applicable, and are solely responsible for all acts or omissions that occur under your usage, including the content of your transmissions on our platform.

Privacy policy and data protection:

MoneyMesh gathers and uses your information in accordance with the General Data Protection Regulation (“GDPR”) and related legislations of the UK, Kosovo, North Macedonia, Albania, Montenegro, Bosnia and Herzegovina, Serbia and Croatia, as applicable. Please review our Privacy and GDPR policies for more information on how we use your information and your data protection rights. MoneyMesh will process your data securely and transparently in accordance with all of our policies.

Disclaimer:

MoneyMesh makes no warranties, may it be expressed or implied, therefore negates all other warranties. The information on our website and/or platform is for information purposes and, although we have made every effort to ensure the correctness of the information, the said information is provided as stated/specified/displayed and without warranties or conditions of any kind, whether express or implied. Furthermore, MoneyMesh does not make any representations concerning the accuracy or reliability of the use of the information on our website and/or platform or otherwise.

Limitation of liability:

To the fullest extent allowed by the law, under no circumstances, including, but not limited to, negligence, are we liable to you or any recipient, for any direct, indirect, incidental, special or consequential damages that result from using our services. This does not impact your legal right of recourse under the relevant data protection legislation of the UK, Kosovo, North Macedonia, Albania, Montenegro, Bosnia and Herzegovina, Serbia and Croatia, as applicable.

The liability of MoneyMesh in connection with the contract, whether for negligence, breach of contract, misrepresentation or otherwise, will not extend to special, indirect or consequential damages or losses, or any loss of profits, loss of revenue, loss of data, loss of contracts or opportunity, whether direct or indirect, even if the Client has advised MoneyMesh of the possibility, or if they were within MoneyMesh’s knowledge or understanding.

Nothing in these conditions shall operate to exclude or restrict either party’s liability for:

• death or personal injury resulting from negligence;
• fraud or deceit.

Proprietary rights:

All of the content which includes but is not limited to text, software, sound, photographs, video, graphics or other material on MoneyMesh's website is protected by trademarks, copyrights, patents/service marks and/or other proprietary rights and laws that are applicable at the given time.

Performance of our contractual obligations and legal jurisdiction:

We shall not be liable for any failure to perform our obligations here at MoneyMesh under these terms as a result of circumstances that are beyond our reasonable control during the use of our platform. This includes but is not limited to a 'force majeure' incident. Any such failure to exercise or enforce a right or provision of the terms of use will not constitute a waiver of such right or provision unless we have both acknowledged and agreed this in writing.

The terms of use are governed by and construed fully in accordance with the laws of the UK, Kosovo, North Macedonia, Albania, Montenegro, Bosnia and Herzegovina, Serbia and Croatia, as applicable. We both agree to submit to the exclusive jurisdiction of the courts within these countries/states. If any provision of the terms of use is held by a court of jurisdiction to be contrary to law, then such provision will be construed to reflect the intentions of the Parties with the other provisions that are in full force and effect.

Amending these terms and/our policies:

MoneyMesh reserves the right to change these terms and/or any of our policies regarding the use of the website, platform or our services generally and we may notify you by the act itself of posting an updated version of our terms on the platform website. MoneyMesh may need to change the materials or information, at any time, without giving prior notice but where possible we will provide at least 48 hours notice.

Changing or terminating our website and/or platform:

We may need to amend or terminate our website and/or platform with or without an explanation at any time and immediately. However, we will do our best to provide at least 48 hours notice, where possible.

If you're unhappy with our services:

We strive to do our best for our Clients here at MoneyMesh. If you are unhappy with our services or would like to provide feedback, please let us know so that we can assist you. You can email us at support@moneymesh.demo. Please include as much information as you can including your name, email address and contact number including what an ideal outcome would be. We aim to provide a full response within 7 days.

If you have any queries in relation to these terms and/our policies, please feel free to contact us.

Review of policy:

This policy will be reviewed periodically by the company, as is deemed appropriate and at least once every 12 months.

MoneyMesh Ltd.