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    Wayflyer Platform Terms

    Wayflyer Platform Terms of Business

    Please read these Platform Terms carefully before using the Platform or the Services.

    “Confidential Information”

    Means all non-public information relating to Wayflyer or you, documentation, technical information, software, business information, feedback, pricing, reports, trade secrets or know-how or other materials of a confidential nature disclosed by one Party to the other Party and in connection with the Platform Terms or the Services;

    “Customer”, "you", "your"

    means the company set out in the Onboarding process, or a user of the Platform, as the context requires;

    “Customer Agreements”

    Means any agreement entered into between a Wayflyer group company and a customer for any of the Platform Services;

    “Insights Services”

    means the Wayflyer insights and analytics services provided to customers which includes providing information and recommendations on performance using key marketing and transaction data metrics, and using aggregated non-personal customer information to benchmark at industry or geographical level (and, together with the Platform Services, and any other services, materials, tools or functions which may be provided by Wayflyer from time to time, the “Services”);

    "Onboarding”

    means the process of submitting RegistrationInformation and setting up of a Customer Account on the Platform;

    “Partnership Site”

    Means a website offering the Wayflyer Services operated by Wayflyer in partnership with one of our commercial partners from time to time;

    “Platform” means the Wayflyer website and/or mobile application, as applicable;

    “Platform Services”

    means any and all services provided via thePlatform, including but not limited to Wayflyer’s Funder, Scaler, Wayflyer x TikTok, Freighter solutions and any other services provided by us from time to time;

    “Platform Terms”

    means these terms and conditions which apply to your use of the Platform and the Services, as applicable;

    “Registration Information”

    Means the personal and company information required by Wayflyer in its sole discretion during Onboarding and any follow–up or further information requested from time to time;

    “Verification Documentation”

    means VAT or tax number, Certificate of Incorporation, passports and the like required by us to verify your Registration Information and identity; and

    “Wayflyer”, “we” or “us”

    means Wayflyer Limited trading as “Wayflyer”, registered in Ireland under company number 602786, having our registered office at One Spencer Dock, North Wall Quay, Dublin 1, Ireland and with VAT number IE3472983LH, and companies within the Wayflyer group, depending on the context.

    1. The Platform and Services

    1.1 These Platform Terms (together with the documents referred to in it) set out the terms and conditions on which you may make use of Platform, the Services and/or any Partnership Site, whether as a guest or a registered user. Use of the Platform includes accessing, browsing, creating an account with us or otherwise registering to avail of our Services.

    1.2 Please read these Platform Terms carefully before you start to use the Platform, as these will govern your use of it.

    1.3 The Platform and the Services are intended for business use and are not directed towards individual consumers.

    1.4 By using the Platform and/or Services, you confirm that you accept these Platform Terms and that you agree to comply with them.

    1.5 If you do not agree to these Platform Terms, you must not use the Platform or Services.

    1.6 In addition to these Platform Terms, you may enter CustomerAgreements with us (including, but not limited to, our Merchant Cash AdvanceAgreement, Receivables Purchase and Service Agreement or other agreements in respect of any other services offered by Wayflyer) from time to time. If there is any conflict between these Platform Terms and such other Customer Agreement, the latter will take precedence in respect of the relevant Services.

    1.7 These Platform Terms, any relevant Customer Agreement and any other documents or communications relevant to the Services will be provided to you electronically and it is a condition of your use of the Services that you accept them in that format. You further accept that all such documentation or agreements are "in writing" for the purposes of the European Communities (Directive 2000/31/EC) Regulations 2003 or similar in another jurisdiction.

    1.8 We recommend that you print a copy of all documentation received from us for future reference.

    2. Other Applicable Terms

    These Platform Terms refer to the following additional terms, which also apply to your use of the Platform and the Services:

    1. Our Privacy Notice, which sets out the terms on which we process any personal data we collect from you, or that you provide to us;
    2. ‍Our Cookie Notice, which sets out information about the cookies on the Platform;
    3. any applicable Data Processing Agreement, setting out the rights and obligations that both of us have when we process any of your personal data;
    4. if you are using a Partnership Website, or accessing the Services through any third party, the terms of business and privacy notices of those websites will also apply to you and your use of the relevant site; and
    5. any applicable Customer Agreement we enter into with you.

    3. Changes to these Platform Terms

    3.1 We may revise these Platform Terms at any time by amending this page and will notify you of this accordingly by placing a notice on the Platform. If you continue to use the Platform after any changes or revisions to these Platform Terms, this will indicate your agreement with the revised Terms.

    3.2 Please check this page from time to time to take notice of any changes we make, as they are binding on you.

    4. Changes to the Platform

    4.1 We may update the Platform or Services from time to time, and may change the content at any time. However, please note that any of the content on the Platform may be out of date at any given time, and we are under no obligation to update it.

    4.2 We do not guarantee that the Platform, or any content on it, will be free from errors or omissions.

    5. Accessing and using the Platform

    5.1 The Platform is made available free of charge, on an "as is" and "as available" basis.

    5.2 We do not guarantee that the Platform, or any content on it, will always be available or be uninterrupted access to the Platform is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Platform without notice. We will not be liable to you if for any reason the Platform is unavailable at any time or for any period.

    5.3 You will not access the Platform or use the Services for any purpose or in any way that is criminal, unlawful, infringes anyone’s right, is offensive, inappropriate, interferes with the Platform or Services, or is otherwise prohibited by these Platform Terms.

    5.4 You will not sublicense, resell, lease, transfer or otherwise commercially exploit the Platform or Services or compete in any way with the Platform orServices

    6. Onboarding

    6.1 Login and Password

    1. To use our Services you must register an account on the Platform. You will be asked to set a password as part of our security procedures; you must treat this password as confidential. You must not disclose it or your other login details to any third party.
    2. We have the right to disable any password, whetherchosen by you or allocated by us, at any time, if in our reasonable opinion youhave failed to comply with any of the provisions of these Platform Terms.
    3. If you know or suspect that anyone other than you knows your user login details or password, or if you see any unauthorised activity or transaction using your login you must promptly notify us at support@wayflyer.com.

    6.2 Your Registration Information and Verification

    1. To avail of our Services we will require you to provide the following during the Onboarding process:
      - the Registration Information;
      - Verification Documentation as we require;
      - access to your bank accounts and accounts with your third party eCommerce, payments and marketing and analytics services(including, but not limited to, Adwords, Facebook, Google Analytics, Shopify, Stripe and such other accounts as may be required from time to time); and
      - we may also require particular information to comply with our obligations under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013.
    2. You will keep this information updated throughout the period you are a customer of ours. You acknowledge that a failure to do so may adversely affect our ability to provide the Services to you.
    3. We may also need to make enquiries about you and your company such as credit checks, identity confirmation and the like. You hereby authorise us to make any checks necessary to enable us to provide the Services to you.
    4. If we cannot make the verifications required we may refuse or discontinue your use of the Services.
    5. You warrant that all data provided by you is accurate.
    6. You will indemnify us against any loss we suffer as a result of your failure to comply with this clause 6

    7. Use of Your Content

    7.1 A customer who successfully creates and maintains a Customer Account may, from time to time, apply for a funding offer from Wayflyer, or any other service that Wayflyer may offer.

    7.2 Whether or not a customer has an active Customer Agreement in place with Wayflyer, customers may maintain and engage with their Wayflyer account and receive the Insights Services.

    7.3 Customers who avail of Funding Services from Wayflyer are also eligible to receive a marketing consultation call, which will also require the information provided to Wayflyer as described in these Platform Terms.

    7.4 In order to provide the Insights Services(including providing updates to you on the performance of your business, by mail) on an ongoing basis, we will retain access to your accounts with third-party services (as detailed in clause 6.2(a)) until such time as you take action to disconnect our access.

    7.5 In the event that any application for any Platform Services is unsuccessful, we will retain (i) your Registration Information and (ii) Verification Documentation for a period of two years, in case your circumstances change and you become a suitable candidate for our Services or you have any queries.

    7.6 We may also use your business activity data (being data related to your business activities under the Customer Agreements) (“Business Activity Data”) for our business purposes, including for use in marketing material, benchmarking, or similar services to improve our Services to you and others.

    7.7 By providing your Business Activity Data you hereby grant us an on-exclusive, perpetual, irrevocable, non-transferable, royalty-free, worldwide right and licence to access, use, reproduce, create derivative works of, display, distribute and otherwise fully exploit any of your Business Activity Data for our business purposes(including for the purposes of testing and de-bugging).

    7.8 You agree that we may identify and disclose you and your commercial information (on a confidential basis where appropriate) for general reporting and risk purposes as required by third parties who work with us to provide the Services, such as (by way of example only) financial institutions and reference agencies.

    7.9 You agree that we may identify you as a customer marketing and publicity purposes. If you do not consent to this, please email us at info@wayflyer.com.

    7.10 Any personal data which you may provide to us is, depending on the personal data involved, either shared on a controller to controller or a controller to processor basis, and our use of it will be governed by the Privacy Notice and the Data Processing Agreement (available on request).

    7.11 If you do not consent to any of the uses outlined in this clause 7 you should delete your account with us, in which case you will no longer be eligible to receive the Services.

    8. Qualification for Services

    8.1 You hereby warrant and represent that:

    1. you are not accessing the Platform or using the Services in a personal or consumer capacity;
    2. you will not use the Platform or use the Services in a manner intended to replicate its functionality or provide similar services to third parties;
    3. you will provide all information reasonably requested by Wayflyer in a timely manner;
    4. you have requisite authority to provide all the information required as part of the Onboarding and to contract on behalf of your company or other legal entity;
    5. all information that you provide in the Onboarding is accurate and up to date and that you will notify us of any changes to such information provided or any change to the circumstances of your company;
    6. no judgments have been registered against the Customer;
    7. the Customer's bank account is in the company's jurisdiction; and
    8. the Customer is compliant with all applicable law.

    8.2 You warrant that you have the required authority on behalf of the Customer to make use of the Services and to enter into any agreements in connection with them and that the criteria set out in clause 8.1 are all true in respect of your company.

    9. Provision of the Services

    9.1 The promotion of the Services, the completion of the Onboarding process by you, meeting the qualification criteria in clause 8, or any subsequent communication from us does not oblige us to provide any Services to you. All Services are provided at our sole discretion.

    9.2 You are solely responsible for determining the suitability of the Services for your use. You assume sole responsibility for results obtained from the use of the Platform and the Services

    9.3 Before applying for or accepting any Services you should take independent legal, financial and tax advice.

    9.4 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Platform Terms.

    10. Confidentiality

    10.1 Each Party ("Receiving Party") acknowledges that in the course of performing its duties under the Platform Terms and in discussions or communications relating to the provision of the Services, it may obtain Confidential Information from the other Party ("Disclosing Party").

    10.2 The Receiving Party will treat all Confidential Information as secret, confidential, and proprietary, and will not disclose or use the same without the prior written consent of the Disclosing Party, other than as specifically set out in these Platform Terms, to the Receiving Party’s employees and contractors on a need to know basis for the purpose of performing its obligations under the Platform Terms, or as required by law. The Receiving Party will implement such procedures as it considers reasonably necessary (and in any event, procedures at least as stringent as it would apply to its own Confidential Information) to prevent the intentional or negligent disclosure to any third party of any Confidential Information. Notwithstanding the foregoing, nothing in the Platform Terms will prevent the disclosure by the Receiving Party or its employees of information that:

    1. prior to its disclosure to the Receiving Party, was in the public domain or of general public knowledge or becomes, subsequent to its disclosure to the Receiving Party, a matter of general public knowledge other than as a consequence of a breach by the Receiving Party of any obligation under the Platform Terms;
    2. was independently developed by the Receiving Party without use of the Confidential Information received under the Platform Terms; or
    3. is received in good faith from a third party having the right to disclose it, who, to the Receiving Party’s knowledge, did not obtain such information from the Disclosing Party and who imposes no obligation of secrecy on the Receiving Party with respect to such information.

    10.3 The rights and obligations under the Platform Terms with respect to any Confidential Information will apply for a period of three years after disclosure. Except to the extent required by applicable law, the Receiving Party will, upon request by the Disclosing Party, destroy or return all Confidential Information.

    10.4 The parties acknowledge that nothing in these Platform Terms requires the parties to proceed with any transaction or relationship and monetary damages may not be a sufficient remedy for any breach.

    10.5 In some instances, we will share certain commercial information about our relationship with referral partners and other potential partners with whom we have confidentiality agreements in place.

    11. Intellectual Property Rights

    11.1 We are the owner or the licensee of all intellectual property rights in the Platform and Services, in the material published on it and the Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

    11.2 You may print off a reasonable number of copies, and may download extracts, of any page(s) from the Platform for your personal use and you may draw the attention of others to content posted on the Platform.

    11.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in anyway, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

    11.4 Our status and that of any identified contributors, as the authors of content on the Platform must always be acknowledged.

    11.5 You must not use any part of the content on the Platform for commercial purposes.

    11.6 If you print off, copy or download any part of the Platform in breach of these Platform Terms, your right to use the Platform and Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

    12. No Reliance on Information

    12.1 The content on the Platform and provided to you in the course of any Services is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform or in relation to the Services.

    12.2 Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied that the content on the Platform is accurate, complete or up-to-date.

    13. Liability for Breach

    13.1 If you breach any provision of these Platform Terms we may:

    1. close, suspend or limit your access to the Platform; or
    2. decline to process any request for Services or terminate any Services we are providing to you.

    13.2 You hereby indemnify, hold harmless, and defend us, our officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorney's fees and expenses) incurred in connection with any claim related to:

    1. your breach of any provision of these Platform Terms or any Customer Agreements;
    2. your use of the Services; and
    3. the Registration Information, Verification Documentation, or any other information you supply to us.

    14. Limitation of Liability

    14.1 Nothing in these Platform Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Irish law.

    14.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Platform or any content on it, whether express or implied.

    14.3 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

    1. use of, or inability to use, the Platform;
    2. use of the Services; or
    3. use of or reliance on any content displayed on the Platform or Services.

    14.4 Subject to clause 14.1, we will not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

    1. any economic losses (including loss of revenues, profits, contracts, business or anticipated savings);
    2. any loss of goodwill or reputation; or
    3. any special or indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date you registered on the Platform, or subscribed for the Services, or were suffered or incurred by you arising out of or in connection with the provision of the Services

    14.5 Subject to clause 14.1, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the operation of the Platform, will be limited to €1,000. Liability in relation to the performance or contemplated performance of the Services will be subject to the terms of Customer Agreements specifically relating to the relevant Services.

    14.6 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any content on it, or on any website linked to it.

    14.7 We assume no responsibility for the content of websites linked on the Platform. Such links should not be interpreted as an endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them

    15. Viruses

    15.1 We do not guarantee that the Platform will be secure or free from bugs or viruses.

    15.2 You are responsible for configuring your information technology, computer programs and platform in order to access the Platform. You should use your own virus protection software.

    15.3 You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of-service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.

    16. Third-Party Links and Resources in the Platform

    16.1 Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information or convenience only.

    16.2 We have no control over the contents of those sites or resources.

    16.3 We may use third-party tools (including, but not limited to),

    1. TrueLayer https://truelayer.com/
    2. Codat https://codat.io
    3. Rutter https://www.rutter.com/
    4. GoCardless https://gocardless.com/en-ie/
    5. Plaid https://plaid.com/
    6. Stripe https://stripe.com/ie/identity
    7. Basiq https://basiq.io

    to assist with accessing your data if required. By using the Platform and Services, you agree to such third party service providers accessing and transmitting financial information from the relevant financial institution. Use of the Services is subject to the terms of business and privacy policy of such third parties.

    16.4 Wayflyer’s use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy, including the Limited Use requirements.

    17. General

    17.1 Our remedies under these Platform Terms are cumulative and will not exclude any other remedies to which the Party may be lawfully entitled.

    17.2 Our failure to insist on strict performance of any provision of these Platform Terms will not be a waiver of our right to demand strict compliance therewith in the future.

    17.3 Notices will be provided electronically.

    17.4 In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

    18. Entire Agreement

    18.1 These Platform Terms and any other documents referred to herein constitute the entire agreement between you and us and supersede all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between you and us relating to its subject matter.

    18.2 You acknowledge that in accepting these Platform Terms you do not rely on, and will have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Platform Terms.

    18.3 Nothing in this clause will limit or exclude any liability for fraud.

    19. Applicable Law

    These Platform Terms are governed by Irish law. You hereby submit to the exclusive jurisdiction of the Irish courts.

    20. Contact Us

    To contact us, please email info@wayflyer.com

    Effective date: June 14, 2023