Fena Resellers and Distributors Terms and Conditions

Fena Resellers and Distributors Terms and Conditions

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

Provider:

Fena Labs Ltd, a company registered in England and Wales (company number 12358683), whose registered office is at 4 Thomas More Square, Thomas More Square, London, Greater London, England, E1W 1YW ("Fena", "we", "us").

Application:

These Reseller Terms and Conditions apply to each business that Fena appoints as a reseller of the Services (each a "Reseller", "you"). They are published by Fena and incorporated into each Reseller's signed Appendix.

How to accept:

A Reseller becomes bound by these terms by signing an Appendix in the form set out at the end of this document. The Appendix records the Reseller's details, fee structure and any additional agreed terms.

Version:

v1.0 - last updated 25 June 2026. Current version available at www.fena.co/terms-and-conditions-resellers-and-distributors.

Background

(A) Fena is authorised and regulated by the Financial Conduct Authority as a payment institution providing payment initiation services and account information services under the Payment Services Regulations 2017, and operates Open Banking products under the Fena brand.

(B) Resellers wish to market, promote and resell access to those services to their own customers and prospects, and Fena is willing to appoint resellers to do so on and subject to these Reseller Terms and Conditions.

(C) These Reseller Terms and Conditions are published by Fena and apply to each Reseller. They are incorporated into the Appendix signed by the Reseller and Fena. By signing an Appendix, the Reseller agrees to and is bound by these Reseller Terms and Conditions, the Schedules and that Appendix (together, the "Agreement").

1. Definitions and Interpretation

1.1 Definitions

• Account Information Services / AIS:

  an account information service within the meaning of the PSRs, comprising the provision of consolidated information on one or more payment accounts held by an End User with one or more ASPSPs.

• Agreement:

  these Reseller Terms and Conditions together with the Appendix signed by the Reseller, the Schedules and any documents expressly incorporated by reference.

• Appendix:

  the appendix to these Reseller Terms and Conditions (in the form set out at the end of this document, or as otherwise agreed) signed by the Reseller and Fena, recording the Reseller's details, the Commencement Date, the Territory, the fee, commission or revenue-share structure, and any additional or bespoke terms agreed between Fena and that Reseller.

• Applicable Laws:

  all laws, regulations, regulatory rules, codes and mandatory guidance applicable to a party's performance of this Agreement, including the PSRs, the FCA Rules, Data Protection Laws, anti-money laundering and counter-terrorist financing laws, and financial promotion rules.

• ASPSP:

  an account servicing payment service provider (such as a bank or building society) that provides and maintains payment accounts and/or provides Open Banking interfaces.

• Commencement Date:

  the date on which the Reseller's Appendix takes effect, as stated in the Appendix.

• Confidential Information:

  has the meaning given in clause 11.

• Data Protection Laws:

  the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and all other applicable laws relating to the processing of personal data, in each case as amended or replaced.

• End Customer:

  a business or person introduced or signed up by the Reseller that contracts with Fena (or accepts the End Customer Terms) to receive the Services.

• End Customer Terms:

  Fena's terms and conditions (and any privacy notice and pricing) governing the supply of the Services to End Customers, as updated from time to time.

• End User:

  an individual or entity whose payment account is the subject of a PIS or AIS request initiated through the Services.

• FCA:

  the Financial Conduct Authority or any successor regulator.

• FCA Rules:

  the rules, principles, guidance and directions in the FCA Handbook and otherwise made or given by the FCA, as applicable from time to time.

• Fees:

  the fees and charges payable in respect of the Services, and the commission, margin or revenue share payable to or retained by the Reseller, as set out in the Appendix.

• Intellectual Property Rights:

  patents, rights to inventions, copyright and related rights, trade marks, business and domain names, goodwill, rights in designs, database rights, rights in confidential information and know-how, and all other intellectual property rights, whether registered or unregistered, and all applications for the same, anywhere in the world.

• Marks:

  the Fena name, logos, trade marks and brand assets made available to the Reseller under this Agreement.

• Payment Initiation Services / PIS:

  a payment initiation service within the meaning of the PSRs, comprising the initiation of a payment order at the request of an End User from a payment account held at an ASPSP.

• Personal Data:

  has the meaning given in the Data Protection Laws.

• PSRs:

  the Payment Services Regulations 2017 (SI 2017/752), as amended.

• Services:

  Fena's Open Banking PIS and AIS products and related services described in Schedule 1, as updated from time to time, including any associated APIs, dashboards, documentation and support.

• Territory:

  the territory specified in the Appendix, or if none is specified, the United Kingdom.

• Term:

  the duration of this Agreement, as set out in clause 16.

1.2 Interpretation

In this Agreement, unless the context requires otherwise:

• a reference to legislation is to it as amended, extended or re-enacted;

• the singular includes the plural and vice versa;

• "including" and "in particular" are illustrative and do not limit the preceding words;

• headings do not affect interpretation; and

• "writing" includes email.

1.3 Order of precedence

In the event of conflict, the documents forming the Agreement take precedence in the order:

• the Appendix;

• these Reseller Terms and Conditions; and

• the Schedules.

A Schedule prevails over these Reseller Terms and Conditions only to the extent it expressly says so.

2. These Terms, Acceptance and Appointment

2.1 These Reseller Terms and Conditions are published by Fena and apply to each Reseller. A Reseller accepts and is bound by them, and is appointed under them, by signing an Appendix that incorporates them. The Appendix records the Reseller's details, the Commencement Date, the Territory, the fee, commission or revenue-share structure and any additional or bespoke terms agreed for that Reseller. Where the Appendix conflicts with these terms, the Appendix prevails (clause 1.3), and any additional terms in the Appendix apply only between Fena and the Reseller named in it.

2.2 Fena appoints each Reseller, and each Reseller accepts the appointment, as a non-exclusive reseller of the Services in the Territory, on and subject to the terms of this Agreement.

2.3 The appointment is non-exclusive. Nothing prevents Fena from:

• marketing, supplying or licensing the Services (or any other products) itself or through any other reseller, distributor, partner or channel, including within the Territory; or

• contracting directly with any customer, including any End Customer or prospect introduced by the Reseller.

2.4 The Reseller has no authority to, and shall not, bind Fena, make any representation, warranty or commitment on Fena's behalf, incur any liability on behalf of Fena, or hold itself out as having such authority, except as expressly set out in this Agreement or authorised by Fena in writing.

2.5 The Reseller shall act as principal in its own name in its dealings with prospects and End Customers and not as agent of Fena, save where Fena has expressly appointed it as an agent in writing and any registration required under regulation 34 of the PSRs has been completed (see clause 5).

2.6 Fena may change the composition, features, pricing structure or technical specifications of the Services, or withdraw any part of them, on reasonable notice where this does not materially degrade the Services taken as a whole, and otherwise on 30 days' notice. Fena will use reasonable efforts to give advance notice of material changes.

3. Reseller Obligations

3.1 The Reseller shall:

• use reasonable commercial efforts to market, promote and resell the Services in the Territory and to develop and maintain a pipeline of prospective End Customers;

• conduct its business professionally so as to maintain and enhance the reputation and goodwill of Fena and the Marks, and not engage in any deceptive, misleading, illegal or unethical practice;

• comply with all Applicable Laws in performing its obligations and exercising its rights under this Agreement;

• only make representations and use materials about the Services that are accurate, not misleading, and consistent with Schedule 1, the End Customer Terms and any materials or guidance provided or approved by Fena;

• not make any representation, warranty or guarantee concerning the Services that is inconsistent with, or additional to, those given by Fena;

• promptly pass to Fena any End Customer order, application, instruction, complaint, claim, or notice of suspected fraud or security incident it receives, and reasonably assist Fena in connection with it;

• ensure its personnel involved in reselling the Services are suitably trained and competent, and complete any training reasonably required by Fena;

• maintain accurate records relating to its activities under this Agreement and provide reports reasonably requested by Fena; and

• obtain and maintain all consents, licences, permissions and authorisations needed to carry on its business and perform this Agreement.

3.2 The Reseller shall not, without Fena's prior written consent:

• modify, repackage, reverse engineer, decompile, or create derivative works of the Services or associated software, save where such restriction is prohibited by law;

• sub-licence, transfer, or appoint any sub-reseller, agent or sub-distributor in respect of the Services;

• remove, obscure or alter any proprietary notice, branding or attribution on the Services or related materials; or

• combine, bundle or integrate the Services with any third-party product or service in a manner likely to bring Fena into disrepute or breach Applicable Laws.

3.3 The Reseller is responsible for its own costs and expenses incurred in performing this Agreement, unless the Appendix expressly states otherwise.

4. Provision of the Services and Fena Obligations

4.1 Fena shall make the Services available to End Customers in accordance with the End Customer Terms, and shall provide the Services with reasonable skill and care.

4.2 Fena shall provide the Reseller with reasonable sales enablement support, including product documentation, standard marketing collateral and the Marks, as Fena considers appropriate to support resale of the Services.

4.3 Fena shall provide technical and operational support for the Services to the level and through the channels described in Schedule 1 or the Appendix. Unless otherwise agreed, Fena (and not the Reseller) is responsible for support of the regulated Services to End Customers.

4.4 The Services depend on the availability, performance and policies of ASPSPs and other third parties, and on Open Banking interfaces outside Fena's control. Fena does not warrant uninterrupted or error-free operation and is not liable for failures, delays or limitations attributable to an ASPSP, an End User's bank, connectivity, or any third party.

4.5 Fena may suspend the Services (in whole or in part) where reasonably necessary for security, legal, regulatory or operational reasons, or where required by an ASPSP, the FCA or another competent authority. Fena will, where practicable and lawful, give advance notice of any planned suspension.

5. Regulatory Status and Compliance

5.1 The Reseller acknowledges that PIS and AIS are regulated activities under the PSRs and that Fena is the authorised provider of the Services. The regulated Services are provided by Fena to the End Customer under the End Customer Terms.

5.2 The Reseller shall not, and shall not purport to:

• carry on any regulated activity or payment service for which it is not itself authorised or registered;

• initiate payments, access account information, or otherwise provide PIS or AIS on its own account;

• hold itself out as authorised or regulated by the FCA by reason of this Agreement, or as Fena's agent, unless and to the extent clause 5.4 applies; or

• give regulated advice, or any advice or information that would require it to be authorised, in relation to the Services.

5.3 The Reseller's role is limited to marketing, promoting, introducing and reselling access to the Services. Where the Reseller's intended activities would amount to providing a payment service on Fena's behalf, the parties shall not proceed with those activities unless and until clause 5.4 is satisfied.

5.4 If the parties agree that the Reseller is to act as Fena's agent in providing any payment service, then:

• the parties shall enter into separate written agency terms;

• the Reseller shall be registered as an agent of Fena with the FCA under regulation 34 of the PSRs before carrying on any such activity; and

• the Reseller shall comply with Fena's policies, the FCA Rules and all conditions of that registration.

Nothing in this Agreement constitutes such an appointment in the absence of those steps.

5.5 All financial promotions and customer-facing communications relating to the Services made by the Reseller must be clear, fair and not misleading, comply with applicable financial promotion rules and the FCA Rules, and be approved by Fena under clause 6 before use. The Reseller shall not communicate any financial promotion concerning the Services that has not been so approved.

5.6 Fena conducts customer due diligence, onboarding, anti-money laundering and counter-terrorist financing checks, and ongoing monitoring in respect of End Customers as required under Applicable Laws. The Reseller shall:

• not interfere with or seek to circumvent those processes;

• promptly provide information reasonably requested by Fena to support them; and

• promptly report to Fena any knowledge or suspicion of fraud, money laundering, terrorist financing, or sanctions breach in connection with the Services.

5.7 Each party shall promptly notify the other of any actual or threatened regulatory investigation, enforcement action, complaint trend, or material communication from the FCA or another competent authority relating to the Services or this Agreement, to the extent permitted by law.

5.8 The Reseller shall comply with all reasonable instructions, policies and conditions notified by Fena that are necessary for Fena to meet its regulatory obligations, including in relation to outsourcing, conduct, complaints handling and consumer protection.

6. Marketing, Brand and Use of Marks

6.1 Fena grants the Reseller a non-exclusive, non-transferable, royalty-free licence during the Term to use the Marks solely as necessary to market and resell the Services in the Territory in accordance with this Agreement and any brand guidelines provided by Fena (see Schedule 2).

6.2 The Reseller shall use the Marks only in the form and manner approved by Fena, shall not use them in a misleading or damaging way, and shall not register or attempt to register any Mark, or any confusingly similar name or mark, anywhere in the world.

6.3 All goodwill arising from the Reseller's use of the Marks accrues to Fena. The licence in clause 6.1 terminates automatically on expiry or termination of this Agreement, after which the Reseller shall cease all use of the Marks.

6.4 The Reseller shall submit all marketing, advertising and customer-facing materials referring to the Services or the Marks to Fena for prior written approval (not to be unreasonably delayed). Approved materials may be re-used in the same form until Fena notifies otherwise. This clause operates together with clause 5.5.

6.5 The Reseller shall promptly notify Fena of any actual, suspected or threatened infringement of the Marks or Fena's other Intellectual Property Rights of which it becomes aware, and shall reasonably assist Fena (at Fena's cost) with any related claim. Fena has sole control of any enforcement action.

7. End Customers and Onboarding

7.1 Each End Customer must enter into, or otherwise accept, the End Customer Terms in order to receive the Services. The supply of the regulated Services to an End Customer is a matter between Fena and that End Customer.

7.2 Fena may, acting reasonably, decline to onboard or continue to provide the Services to any prospect or End Customer, including for regulatory, risk, compliance, credit or commercial reasons, without liability to the Reseller other than for Fees properly accrued.

7.3 The Reseller shall not make any commitment to a prospect or End Customer as to onboarding, pricing, service levels, eligibility or timescales that is inconsistent with the End Customer Terms, Schedule 1 or Fena's published information.

7.4 Unless the Appendix states that the Reseller contracts with the End Customer as principal on a buy/resell basis, the parties acknowledge that Fena contracts directly with the End Customer for the regulated Services, and the Reseller's economic interest is the commission, margin or revenue share set out in the Appendix.

7.5 Where the Appendix provides for a buy/resell model, the Reseller remains responsible for its own contract with, invoicing of, and credit risk in respect of, the End Customer, but in all cases the regulated Services are performed by Fena and the Reseller shall not carry on any regulated activity (see clause 5).

8. Fees and Payment

8.1 The Fees, including any commission, margin, revenue share, minimum commitments and basis of calculation, are set out in the Appendix.

8.2 Unless otherwise stated, all amounts are exclusive of VAT and other applicable taxes, which the paying party shall pay in addition at the prevailing rate on receipt of a valid VAT invoice. Each party is responsible for its own taxes on its own income.

8.3 Fena shall calculate and account to the Reseller for any commission, margin or revenue share due, and provide a reasonable statement of the amounts on which it is calculated, with the frequency stated in the Appendix (or, if none is stated, monthly in arrears).

8.4 Where the Reseller is to pay any amount to Fena, payment is due within 30 days of the date of a valid invoice, in the currency stated, without set-off, deduction or counterclaim except as required by law.

8.5 Fena may set off any amount owed by the Reseller against any commission, margin or revenue share otherwise payable to the Reseller.

8.6 If any undisputed sum is not paid by its due date, the unpaid party may charge interest on the overdue amount at 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment.

8.7 Fena may adjust the Fees and pricing of the Services on 30 days' written notice. Commission or margin arrangements may be varied as set out in, or by an updated, Appendix signed by both parties.

9. Intellectual Property

9.1 All Intellectual Property Rights in the Services, the Marks, Fena's software, APIs, documentation and materials, and any developments, enhancements or feedback relating to them, are and remain the exclusive property of Fena or its licensors. Except for the limited rights expressly granted in this Agreement, no licence or right is granted to the Reseller.

9.2 The Reseller assigns to Fena, with full title guarantee, all Intellectual Property Rights it may acquire in any modification, enhancement or derivative of the Services or Marks, and shall do all acts reasonably necessary to give effect to this clause.

9.3 The Reseller shall not do anything that infringes or prejudices Fena's Intellectual Property Rights, and shall reproduce all proprietary notices on any permitted copies of materials.

10. Data Protection

10.1 Each party shall comply with the Data Protection Laws in respect of any Personal Data it processes in connection with this Agreement, and neither party shall cause the other to breach the Data Protection Laws.

10.2 The parties acknowledge that, in respect of End User and End Customer Personal Data processed to provide the regulated Services, Fena acts as a controller. The Reseller acts as a separate and independent controller in respect of Personal Data it processes for its own business purposes, including its own marketing and customer relationships.

10.3 Where the arrangement under the Appendix means that one party processes Personal Data on behalf of the other as a processor, the parties shall enter into a data processing agreement containing the terms required by Article 28 of the UK GDPR before any such processing begins.

10.4 The Reseller shall:

• provide a clear and accurate privacy notice to individuals whose Personal Data it collects;

• obtain any consents required for its own processing and for transferring data to Fena;

• implement appropriate technical and organisational measures to protect Personal Data; and

• promptly notify Fena of any personal data breach relevant to the Services and reasonably assist in relation to it.

10.5 Neither party shall transfer Personal Data outside the UK in connection with this Agreement except in compliance with the Data Protection Laws and any transfer mechanism required by them.

11. Confidentiality

11.1 "Confidential Information" means any information disclosed by one party (or its group) to the other that is marked or reasonably understood to be confidential, including business, technical, financial, commercial, pricing, product, customer and security information, and the terms of any Appendix.

11.2 The receiving party shall:

• keep the other's Confidential Information confidential and use it only to perform or enforce this Agreement;

• not disclose it except to personnel and professional advisers who need to know it and are bound by equivalent obligations; and

• protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

11.3 These obligations do not apply to information that is or becomes public other than by breach of this Agreement, is lawfully known to the receiving party free of restriction before disclosure, is independently developed without use of the Confidential Information, or is required to be disclosed by law or a competent authority (in which case the receiving party shall, where lawful, give reasonable prior notice).

11.4 This clause survives termination for five years, save that Confidential Information that is a trade secret remains protected for so long as it retains that status.

12. Warranties

12.1 Each party warrants that it has the power and authority to enter into and perform this Agreement, and that doing so will not breach any obligation owed to a third party.

12.2 The Reseller warrants that it shall comply with clauses 3, 5 and 6, that all information it provides to Fena is accurate and not misleading, and that it has and will maintain the resources, personnel and authorisations required to perform its obligations.

12.3 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 (including as to satisfactory quality, fitness for purpose, or uninterrupted or error-free operation) are excluded. The Services are provided to the Reseller on an "as available" basis for resale, subject to the End Customer Terms governing supply to End Customers.

13. Limitation of Liability

13.1 Nothing in this Agreement limits or excludes either party's liability for:

• death or personal injury caused by its negligence;

• fraud or fraudulent misrepresentation;

• any liability that cannot lawfully be limited or excluded; or

• the Reseller's payment obligations, or its liability under the indemnity in clause 14.

13.2 Subject to clause 13.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• loss of profits, revenue, business, contracts or anticipated savings;

• loss of goodwill or reputation;

• loss or corruption of data; or

• indirect, special or consequential loss,

in each case howsoever arising.

13.3 Subject to clause 13.1, each party's total aggregate liability arising out of or in connection with this Agreement in any 12-month period shall not exceed the greater of:

• the total Fees paid or payable to the Reseller under this Agreement in that period; and

• GBP amount.

The parties may agree a different cap in the Appendix.

13.4 Fena is not liable to the Reseller for any loss arising from:

• the acts, omissions, availability or policies of any ASPSP, End User bank or other third party;

• the Reseller's breach of this Agreement or Applicable Laws; or

• any decision by Fena, the FCA or an ASPSP to suspend, restrict or decline the Services or onboarding in accordance with this Agreement or Applicable Laws.

13.5 Each party shall take reasonable steps to mitigate its losses. This clause 13 survives termination.

14. Indemnity

14.1 The Reseller shall indemnify and keep indemnified Fena against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) suffered or incurred by Fena arising out of or in connection with:

• any breach by the Reseller of clauses 3, 5, 6, 9, 10 or 11;

• any representation, statement, promotion or commitment made by the Reseller about the Services that is unauthorised, inaccurate or misleading;

• the Reseller carrying on, or purporting to carry on, any regulated activity without authorisation; or

• any third-party claim arising from the Reseller's acts or omissions.

14.2 Fena shall:

• promptly notify the Reseller of any claim to which the indemnity applies;

• not make any admission of liability or settlement without the Reseller's consent (not to be unreasonably withheld); and

• give the Reseller reasonable assistance, at the Reseller's cost, in dealing with the claim.

Fena may take control of the defence of any claim that relates to its regulatory standing or reputation.

15. Anti-Bribery, Financial Crime and Sanctions

15.1 The Reseller shall:

• comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010;

• not engage in any activity that would cause Fena to breach such laws; and

• maintain adequate procedures designed to prevent bribery and corruption.

15.2 The Reseller shall comply with all applicable anti-money laundering, counter-terrorist financing and sanctions laws, shall not deal with any person subject to sanctions, and shall promptly report to Fena any matter that may give rise to a concern under this clause.

15.3 Breach of this clause 15 is a material breach entitling Fena to terminate this Agreement immediately under clause 16.4.

16. Term and Termination

16.1 This Agreement starts on the Commencement Date and continues for the initial term set out in the Appendix (or, if none, for 12 months), and thereafter renews automatically for successive periods of 12 months, unless and until terminated in accordance with this Agreement.

16.2 Either party may terminate this Agreement for convenience by giving the other not less than 60 days' written notice, expiring no earlier than the end of the initial term.

16.3 Either party may terminate immediately by written notice if the other:

• commits a material breach that is irremediable, or that is remediable but is not remedied within 30 days of written notice requiring remedy;

• becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement with creditors, or is subject to any insolvency or analogous event; or

• undergoes a change of control to which the terminating party reasonably objects.

16.4 Fena may terminate or suspend this Agreement (in whole or in part) immediately by written notice if:

• required to do so by the FCA, an ASPSP or any competent authority, or to comply with Applicable Laws;

• the Reseller breaches clause 5 or clause 15; or

• Fena reasonably considers that the Reseller's conduct poses a regulatory, financial-crime, security or reputational risk to Fena.

17. Consequences of Termination

17.1 On expiry or termination:

• all licences and rights granted to the Reseller (including to use the Marks) terminate immediately;

• the Reseller shall cease marketing and reselling the Services and cease using the Marks and any Confidential Information; and

• each party shall return or destroy the other's Confidential Information on request, save as required to be retained by Applicable Laws.

17.2 Termination does not affect accrued rights or liabilities, including any Fees properly due for the period before termination. Fena shall continue to provide the Services to existing End Customers under the End Customer Terms, and shall account to the Reseller for any commission, margin or revenue share that continues to accrue in respect of those End Customers to the extent and for the period stated in the Appendix.

17.3 Clauses that by their nature are intended to survive termination (including clauses 1, 9, 10, 11, 13, 14, 17, 19 and 20) continue in force.

18. Force Majeure

18.1 Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, failure of utilities or telecommunications, failure of ASPSPs or Open Banking infrastructure, or changes in law or regulatory action. The affected party shall notify the other and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate this Agreement on written notice.

19. General

19.1

Relationship of the parties.

Nothing in this Agreement creates a partnership, joint venture, employment or (subject to clause 5) agency relationship between the parties. Each party acts as an independent contractor.

19.2

Assignment.

The Reseller shall not assign, transfer, charge or sub-contract any of its rights or obligations without Fena's prior written consent. Fena may assign or transfer this Agreement to an affiliate or to a successor of its business on written notice.

19.3

Entire agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all prior arrangements relating to its subject matter. Each party agrees that it has no remedy in respect of any statement not set out in this Agreement, save that nothing limits liability for fraud.

19.4

Updates and variation.

Fena may update these Reseller Terms and Conditions and the Schedules from time to time, and will publish the current version (for example on its website). Updates apply to a Reseller from the date notified to it or from the date it signs a new or updated Appendix, except that changes required for legal, regulatory, security or operational reasons may take effect on reasonable notice. Other than such published updates, no variation of this Agreement is effective unless in writing and signed by (or on behalf of) each party, including by way of a signed Appendix.

19.5

Waiver.

No failure or delay in exercising any right is a waiver of it, and no single or partial exercise prevents any further exercise.

19.6

Severance.

If any provision is or becomes invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, or if that is not possible, deemed deleted, without affecting the remaining provisions.

19.7

Notices.

Notices must be in writing and sent to the address or email set out in the Appendix (or as later notified). Notices are deemed received: if by email, at the time of sending (provided no failure notice is received); if by hand, when delivered; and if by post, on the second business day after posting.

19.8

Third party rights.

Except as expressly stated, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

19.9

Counterparts.

The Appendix and any document forming part of this Agreement may be signed in counterparts, including by electronic signature, each of which is an original and which together form one instrument.

20. Governing Law and Jurisdiction

20.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

20.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.

Schedule 1 - The Services

1. Payment Initiation Services (PIS).

   Fena's Open Banking payment products enabling End Customers to take account-to-account payments, including: Pay by Bank, Pay by Link, recurring and Variable Recurring Payments (VRPs), bulk payments, and QR-code payments, together with the related dashboards and APIs.

2. Account Information Services (AIS).

   Fena's Open Banking data products enabling End Customers to retrieve and use permissioned account information, including account, balance and transaction data via the relevant APIs.

3. Documentation and onboarding.

   API documentation, integration guidance, and the standard onboarding process applicable to End Customers.

4. Support and availability.

   Support channels, hours and target response times applicable to the Services and any published availability information.

5. Exclusions.

   Any products, features, channels or use cases that are out of scope of the appointment.

Schedule 2 - Brand and Marketing Guidelines

This Schedule governs the Reseller's permitted use of the Marks and marketing of the Services, and operates with clauses 5.5 and 6.

1. Approved Marks.

   The Fena name, logo and brand assets provided by Fena.

2. Permitted use.

   The Reseller may use the Marks only to identify and promote the Services as a Fena reseller, in the approved form, and only within the Territory. The Reseller shall not alter the Marks or use them with any other mark in a way that implies endorsement beyond this appointment.

3. Approval process.

   All customer-facing materials referring to the Services or the Marks must be submitted to marketing@fena.co for written approval before use. Fena aims to respond within 5 business days.

4. Financial promotion standards.

   Marketing must be clear, fair and not misleading, must not overstate eligibility, speed, pricing or guarantees, and must comply with applicable financial promotion rules and the FCA Rules. The Reseller shall include any disclaimers or attributions specified by Fena.

5. Prohibited use.

   No use of the Marks in domain names, social handles, paid-search bidding on the Fena brand, or in any disparaging, misleading or non-compliant context, without Fena's prior written consent.