Fena Affiliate Partners Terms and Conditions

FENA LABS LTD Affiliate Partners Terms and Conditions

Open Banking Payment Initiation (PIS) and Account Information (AIS) Services | Version 1.0

How these Terms work

These Affiliate Partner Terms and Conditions (the "Terms") are published on the Fena website and set out the general framework that governs the relationship between Fena Labs Ltd and each Affiliate Partner.

The commercial particulars for each Affiliate Partner, including the Revenue Share rate and any additional agreed terms, are set out in a separate Appendix, which is signed by both parties. These Terms and the signed Appendix together form the agreement between the parties (the "Agreement").

These Terms are issued by Fena Labs Ltd, a company registered in England and Wales (company number 12358683) whose registered office is in the United Kingdom ("Fena", "we", "us" or "our"). Fena is authorised and regulated by the Financial Conduct Authority (the "FCA") to provide payment initiation services and account information services under the Payment Services Regulations 2017.

By signing the Appendix, the person or entity identified in it (the "Affiliate Partner", "you" or "your") confirms that it has read, understood and agrees to be bound by these Terms together with the Appendix.

1. Definitions and interpretation

1.1 Definitions

• Affiliate Materials:

  the marketing, promotional and referral materials, links, codes and brand assets that Fena makes available to, or approves in writing for, the Affiliate Partner for use under this Agreement.

• Appendix:

  the appendix to these Terms signed by Fena and the Affiliate Partner, setting out the parties' details, the Revenue Share, the Revenue Share Period and any additional agreed terms.

• Applicable Laws:

  all laws, regulations, regulatory rules, codes and guidance applicable to a party's performance of this Agreement, including the Payment Services Regulations 2017, the Financial Services and Markets Act 2000, the FCA Handbook, Data Protection Legislation, the Bribery Act 2010, anti-money laundering and sanctions laws, and applicable advertising and consumer protection rules.

• Business Day:

  a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

• Confidential Information:

  has the meaning given in clause 11.

• Data Protection Legislation:

  the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and all other applicable data protection and privacy laws in force from time to time.

• Fena Services:

  the Open Banking payment initiation services (PIS) and account information services (AIS), and any related products, that Fena makes available to its customers, as described on the Fena website or otherwise notified by Fena.

• Introduced Customer:

  a prospective customer that becomes a Qualifying Introduction and is subsequently onboarded by Fena as a customer of the Fena Services.

• Introduction:

  the act of the Affiliate Partner recommending or referring a prospective customer to Fena in accordance with clause 5.

• Net Revenue:

  the fees and charges actually received and retained by Fena from an Introduced Customer for the Fena Services during the Revenue Share Period, after deducting VAT and any other applicable taxes, scheme, interchange, banking, network and third-party processing costs, refunds, chargebacks, reversed or disputed amounts, and any sums Fena is required to refund or pay away. Net Revenue excludes pass-through amounts, security deposits, and any amounts Fena does not actually collect.

• Qualifying Introduction:

  an Introduction that meets the requirements of clause 5 and is accepted by Fena in accordance with clause 5.4.

• Revenue Share:

  the commission payable by Fena to the Affiliate Partner in respect of each Introduced Customer, as set out in the Appendix and calculated in accordance with clause 6.

• Revenue Share Period:

  the period during which Revenue Share is payable in respect of an Introduced Customer, being the first twenty-four (24) months from the date that Introduced Customer is onboarded by Fena, unless a different period is stated in the Appendix.

• Term:

  the duration of this Agreement, as set out in clause 15.

1.2 Interpretation

Clause headings do not affect interpretation. A reference to a statute or regulation is a reference to it as amended or re-enacted from time to time. "Including" and "in particular" do not limit the generality of the preceding words. A reference to "writing" includes email.

1.3 Order of precedence

If there is any conflict between these Terms and the Appendix, these Terms prevail except in relation to the commercial particulars (Revenue Share, Revenue Share Period, payment details and any expressly stated additional terms), where the Appendix prevails.

2. Appointment and scope

2.1 Fena appoints the Affiliate Partner, and the Affiliate Partner agrees to act, as a non-exclusive affiliate to introduce and recommend prospective customers to Fena for the Fena Services, on and subject to the terms of this Agreement.

2.2 The appointment is non-exclusive. Fena may appoint other affiliates, partners and resellers, and may market and sell the Fena Services directly or through any other channel, without restriction and without any obligation to the Affiliate Partner.

2.3 The Affiliate Partner's role is limited to introducing and recommending prospective customers. The Affiliate Partner has no authority to, and shall not:

• enter into any contract, commitment or obligation on behalf of Fena, or bind Fena in any way;

• negotiate, vary or agree pricing, terms or service levels on behalf of Fena;

• make any representation, warranty or guarantee about the Fena Services other than those expressly contained in the Affiliate Materials; or

• hold itself out as Fena, as an agent of Fena, or as authorised or regulated by the FCA.

2.4 Nothing in this Agreement creates a partnership, joint venture, agency, employment or franchise relationship between the parties. The Affiliate Partner acts as an independent contractor.

3. Regulatory status and restrictions

3.1 Fena is the authorised and regulated provider of the Fena Services. All assessment, due diligence, onboarding, contracting and provision of the Fena Services is carried out by Fena.

3.2 The Affiliate Partner does not, and shall not, carry on any regulated activity, provide any regulated payment service, or give any regulated advice in connection with this Agreement. The Affiliate Partner's activity is limited to introducing prospective customers to Fena.

3.3 The Affiliate Partner shall not communicate any invitation or inducement to engage in investment or payment activity except as permitted by Applicable Laws, and shall only use Affiliate Materials that have been approved by Fena in writing. The Affiliate Partner shall comply with all Applicable Laws relating to financial promotions and advertising, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) and any FCA rules that apply to it.

3.4 The Affiliate Partner shall make clear in its communications that it is an independent party introducing prospective customers to Fena, and shall not create any impression that it is Fena or that it provides the Fena Services itself.

4. Affiliate Partner obligations

4.1 The Affiliate Partner shall:

• promote and recommend the Fena Services lawfully, honestly and in a professional manner, using only the Affiliate Materials and in accordance with any brand or usage guidelines notified by Fena;

• not make any false, misleading, exaggerated or unsubstantiated statement about the Fena Services, Fena, or the Affiliate Partner's relationship with Fena;

• comply with all Applicable Laws, including Data Protection Legislation, anti-money laundering and sanctions requirements, the Bribery Act 2010, consumer protection law and the Privacy and Electronic Communications Regulations 2003 (and, in particular, not send unsolicited communications in breach of those regulations);

• obtain all consents, permissions and lawful bases required before sharing any prospective customer's personal data with Fena, and provide those individuals with any privacy information required by Data Protection Legislation;

• hold and maintain all licences, registrations, consents and permissions required for the conduct of its own business;

• not introduce, or solicit on Fena's behalf, customers in any sector or category that Fena has notified as prohibited or high-risk without Fena's prior written approval;

• not do anything that brings, or is likely to bring, Fena or the Fena Services into disrepute; and

• provide Fena with reasonable cooperation and information in connection with this Agreement.

4.2 The Affiliate Partner is responsible for all costs it incurs in performing its activities under this Agreement, unless otherwise agreed in writing.

5. Introductions and attribution

5.1 An Introduction is made when the Affiliate Partner refers a prospective customer to Fena using the referral link, referral code or other tracking method made available by Fena, or by submitting the prospective customer's details to Fena in writing using the method Fena specifies.

5.2 To be a Qualifying Introduction, the prospective customer must, at the time of the Introduction:

• be a new prospect that is not already a customer of Fena and is not already in active discussion with, or recorded in the sales pipeline of, Fena;

• not have been introduced earlier by another affiliate, partner or channel; and

• have been validly introduced in accordance with clause 5.1.

5.3 Where the same prospective customer is introduced by more than one party, or is already known to Fena, the prospective customer will be attributed to the first valid Introduction recorded by Fena, or to no affiliate where Fena already held the relationship. Fena's records are determinative of attribution, save for manifest error.

5.4 Fena has sole discretion over whether to accept and onboard any prospective customer, including for reasons of due diligence, risk, creditworthiness, anti-money laundering, sanctions or commercial fit. Fena is under no obligation to onboard any prospective customer and accepts no liability for declining to do so. A prospective customer becomes an Introduced Customer only once onboarded by Fena.

5.5 Fena may set a reasonable attribution window after which an Introduction that has not resulted in onboarding will lapse, as notified by Fena or set out in the Appendix.

6. Revenue Share

6.1 In consideration of Qualifying Introductions that result in Introduced Customers, Fena shall pay the Affiliate Partner the Revenue Share set out in the Appendix, calculated as the stated percentage of the Net Revenue actually received and retained by Fena from each Introduced Customer during the Revenue Share Period.

6.2 Unless the Appendix states otherwise, the Revenue Share Period for each Introduced Customer is the first twenty-four (24) months from the date that Introduced Customer is onboarded by Fena. No Revenue Share is payable on revenue generated after the Revenue Share Period for that Introduced Customer.

6.3 Revenue Share is calculated on Net Revenue only. No Revenue Share is payable in respect of amounts that Fena does not actually collect, or that are refunded, charged back, reversed, written off, or required to be paid away to a third party, a scheme or a regulator.

6.4 Fena shall provide the Affiliate Partner with a statement of Revenue Share due for each period, and shall pay undisputed Revenue Share monthly in arrears (or as otherwise stated in the Appendix) within thirty (30) days of the relevant statement, subject to receipt of a valid invoice where the Affiliate Partner is required to issue one. Payment shall be made to the account specified in the Appendix.

6.5 All Revenue Share amounts are exclusive of VAT. Where VAT is properly chargeable, it shall be added to the Revenue Share on receipt of a valid VAT invoice. The Affiliate Partner is solely responsible for its own taxes, and for accounting for any tax due on amounts it receives.

6.6 Where any amount giving rise to Revenue Share is later refunded, charged back, reversed or otherwise not retained by Fena, Fena may deduct, claw back or set off the corresponding Revenue Share against current or future payments due to the Affiliate Partner, or recover it as a debt.

6.7 The Affiliate Partner may, acting reasonably and within thirty (30) days of a statement, query the calculation of Revenue Share in that statement. The parties shall discuss any query in good faith. Fena's records are otherwise treated as accurate, absent manifest error.

6.8 Fena gives no representation, warranty or guarantee as to the number of Introduced Customers, the level of Net Revenue, or the amount of Revenue Share that the Affiliate Partner will earn.

7. Fena obligations

7.1 Fena shall:

• make available the Affiliate Materials reasonably required for the Affiliate Partner to perform its activities;

• process Qualifying Introductions and, at its discretion, onboard Introduced Customers;

• calculate and pay Revenue Share in accordance with clause 6 and the Appendix; and

• provide statements of Revenue Share due.

8. Intellectual property and use of brand

8.1 All intellectual property rights in the Fena Services, the Affiliate Materials, and Fena's name, logos and trade marks belong to Fena or its licensors. Nothing in this Agreement transfers any such rights to the Affiliate Partner.

8.2 Fena grants the Affiliate Partner a limited, non-exclusive, non-transferable, revocable licence to use the Affiliate Materials and Fena's name and trade marks solely to promote the Fena Services in accordance with this Agreement and any usage guidelines, for the duration of the Term.

8.3 The Affiliate Partner shall not register, use or seek to acquire any name, trade mark, domain name or social media handle that is identical or confusingly similar to any of Fena's marks. All goodwill arising from the Affiliate Partner's use of Fena's marks accrues to Fena.

8.4 The Affiliate Partner grants Fena a non-exclusive licence to use the Affiliate Partner's name and logo to identify it as an affiliate of Fena, unless the Appendix states otherwise.

8.5 On termination of this Agreement, the Affiliate Partner shall immediately cease all use of the Affiliate Materials and Fena's name and marks.

9. Data protection

9.1 Each party shall comply with its obligations under Data Protection Legislation. In respect of the personal data of prospective customers shared for the purpose of an Introduction, each party acts as an independent controller; this Agreement does not create a controller-processor relationship between the parties.

9.2 The Affiliate Partner warrants that it has a lawful basis and all necessary consents to collect and disclose to Fena the personal data of each prospective customer it introduces, and that it has provided those individuals with the privacy information required by Data Protection Legislation.

9.3 Once a prospective customer is onboarded, Fena is the controller of the personal data it processes to provide the Fena Services. Each party shall implement appropriate technical and organisational measures to protect personal data and shall provide the other with reasonable cooperation in responding to data subject requests and regulatory enquiries.

10. Anti-bribery, sanctions and compliance

10.1 The Affiliate Partner shall:

• comply with all Applicable Laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010;

• not engage in any activity that would cause Fena to breach any anti-money laundering or sanctions law; and

• comply with Fena's relevant policies as notified to it.

Breach of this clause is a material breach incapable of remedy.

11. Confidentiality

11.1 "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, including commercial terms, Revenue Share rates, customer information, pricing, and business and technical information, whether or not marked confidential.

11.2 Each party shall keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and not disclose it except to those of its personnel and advisers who need to know it and who are bound by equivalent obligations. This clause does not apply to information that is or becomes public other than by breach, was lawfully known before disclosure, or is required to be disclosed by law or a regulator.

11.3 This clause survives termination of this Agreement.

12. Warranties and limitation of liability

12.1 Each party warrants that it has the authority to enter into and perform this Agreement. The Affiliate Partner additionally warrants that it will comply with clauses 3, 4, 9 and 10 at all times.

12.2 Except as expressly set out in this Agreement, and to the fullest extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded.

12.3 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

12.4 Subject to clause 12.3, neither party is liable to the other for any loss of profit, loss of anticipated revenue or Revenue Share, loss of business, or any indirect or consequential loss, in each case howsoever arising.

12.5 Subject to clauses 12.3 and 12.4, each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total Revenue Share paid or payable to the Affiliate Partner in the twelve (12) months immediately before the event giving rise to the liability (or, if the Agreement has been in force for less than twelve months, the Revenue Share paid or payable in that shorter period).

13. Indemnity

13.1 The Affiliate Partner shall indemnify Fena against all losses, liabilities, costs (including reasonable legal costs), claims, fines and expenses arising out of or in connection with:

• any breach by the Affiliate Partner of this Agreement;

• any unauthorised statement, representation or warranty made by the Affiliate Partner about the Fena Services or Fena;

• any breach by the Affiliate Partner of Applicable Laws, including Data Protection Legislation and financial promotions rules; and

• any claim that the Affiliate Partner's own materials or activities infringe a third party's rights.

14. Suspension

14.1 Fena may suspend the Affiliate Partner's right to make Introductions and use of the Affiliate Materials, immediately on notice, where Fena reasonably considers that the Affiliate Partner is in breach of this Agreement, where required for legal, regulatory or risk reasons, or where suspension is necessary to protect Fena, its customers or its reputation.

15. Term and termination

15.1 This Agreement begins on the date the Appendix is signed by both parties and continues until terminated in accordance with this clause.

15.2 Either party may terminate this Agreement for convenience by giving the other not less than thirty (30) days' written notice.

15.3 Either party may terminate this Agreement immediately on written notice if the other:

• commits a material breach that is irremediable, or that it fails to remedy within fourteen (14) days of written notice to do so;

• becomes insolvent, enters any insolvency or analogous process, or is unable to pay its debts as they fall due; or

• breaches clause 3, 4(c)-(f), 9 or 10.

15.4 Fena may also terminate immediately on written notice where required for legal or regulatory reasons, or where continuing the relationship would in Fena's reasonable opinion present a risk to Fena, its licences, its customers or its reputation.

16. Consequences of termination

16.1 On termination or expiry of this Agreement, the Affiliate Partner shall immediately stop making Introductions and using the Affiliate Materials and Fena's marks, and shall, on request, return or destroy Fena's Confidential Information.

16.2 Where this Agreement is terminated by Fena for convenience under clause 15.2, or expires, Revenue Share shall continue to be payable in respect of Introduced Customers onboarded before the date of termination, for the remainder of each such Introduced Customer's Revenue Share Period, subject to clause 6.

16.3 Where this Agreement is terminated by Fena under clause 15.3 or 15.4 (breach, insolvency or regulatory/risk grounds), or by the Affiliate Partner for convenience under clause 15.2, no further Revenue Share shall accrue after the date of termination, save that Fena shall pay Revenue Share that has already accrued and is undisputed up to that date.

16.4 Termination does not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination. Clauses which by their nature should survive termination (including clauses 1, 6.6, 8.1, 8.5, 11, 12, 13, 16, 17 and 18) survive.

17. General

17.1

Independent contractors.

The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

17.2

Assignment.

The Affiliate Partner may not assign, transfer or subcontract any of its rights or obligations without Fena's prior written consent. Fena may assign or transfer its rights and obligations to a member of its group or in connection with a reorganisation, merger or sale of its business.

17.3

Entire agreement.

These Terms and the Appendix are the entire agreement between the parties and supersede all prior arrangements. Each party agrees that it has not relied on any statement not set out in this Agreement (but this does not exclude liability for fraud).

17.4

Variation of these Terms.

Fena may update these published Terms from time to time. The version of these Terms in force at the date the Appendix is signed applies to that Affiliate Partner, unless the parties agree in writing to adopt an updated version, or the Affiliate Partner is given reasonable notice of a change and continues to make Introductions after it takes effect. The commercial particulars in a signed Appendix may only be varied by written agreement of both parties.

17.5

Waiver and severance.

No failure to exercise a right is a waiver of it. If any provision is found to be unenforceable, the rest of the Agreement remains in effect and the provision shall be modified to the minimum extent necessary.

17.6

Notices.

Notices must be in writing and sent to the address or email set out in the Appendix (or as later notified). Notices sent by email are deemed received on the next Business Day.

17.7

Third party rights.

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

17.8

Counterparts and electronic signature.

The Appendix may be signed in counterparts and by electronic signature, each of which is an original and which together form one agreement.

18. Governing law and jurisdiction

18.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.