Merchant Services Agreement

1. Introduction 

This FeeWise Services Agreement (“Agreement”) is a legal agreement between you (“you,” “your,” or “yours,”) and Feewise Payments Europe Limited (“we,” “us,” “ours,” or “FeeWise”). This Agreement is effective as of the date you sign this Agreement (the “Effective Date”). Capitalized terms used but not defined herein have the meanings set forth in Section 2.

2. Definitions
   1. “Additional Fees” means any additional fees in addition to Costs or any Convenience and Surcharge Fee that is incurred during your use of the Services, including but not limited to, card dispute fees, commission fees, Payment Processor fees, transaction failure fee and professional services fees.
   2. “Applicable Law” means any law or regulation that applies to you or us in a given circumstance.  
   3. "Card Network Rules” means any credit card or transaction processing rules, regulations and policies adopted by any relevant network providers including but not limited to MasterCard and VISA, that governs the use of its payment network.
   4. “Bank Data” means the digital link between your specified Account and our software, which automatically imports your banking transactions on a daily basis.
   5. “Client User” means each of your client(s) that you allow to use our Services to make the payments through our Platform for your services and products.
   6. "Convenience or Surcharge Fee” means any surcharge for credit card payments, or any other service fee, transaction fee, convenience fee, or any discount for non-card transactions, or any other similar type of fee that you elect to impose on Client Users.
   7. “Costs” means the transaction fees payable by you for the processing of Client User payments or other services as disclosed on the relevant pricing section of our website and may also include any relevant Additional Fees as specified in any invoice provided to you by us. 
   8. “Data Gathering Service Provider” means TrueLayer Limited with registered office at Part Ground Floor (East), Floors 6 and 7, The Gilbert, 40 Finsbury Square, London, EC2A 1PX, which provides you access to and use of account reconciliation and verification services in relation to the Premium Plan subject to terms and conditions at https://truelayer.com/legal/enduser_tos/  as updated or amended from time to time.
   9. [“Feewise Payments Europe Limited], company number 9711560, VAT No: 344 3539 01, of Level 1, Regal House, 70 London Road, Twickenham, TW1 3QS
   10. “Payment Processor” means a third-party payment processing provider, currently Stripe Payments Europe, Limited, or its affiliates.
   11. “Payment Processing Agreement” means the Payment Processor Agreement, as updated or amended from time to time, including agreements and other documents referred to in such agreement, which FeeWise has entered into with the Payment Processor to process Client User’s payments to you, using Payment Processor’s services.  
   12. “Platform” means the website through which we offer and provide the Services, including the payment link, payment app, payment plans, card safe, QR code and any other payment method provided by FeeWise, that integrates with the Payment Processor.
   13. “Premium Plan” means the services offered to you for the Costs related to the monthly subscription in accordance with [https://www.getfeewise.com/uk/pricing]. 
   14. “Services” include the following services or as otherwise described on our website:some text
       1. providing Client Users quick access to Payment Processor account using the Platform;
       2. providing associated administrative services to facilitate interaction between you and your account with the Payment Processor;
       3. if applicable integration of your practice management software with the Platform to reduce administrative work and managing the payment requests and collections for you by providing an automated payment footer on invoices and trust requests, sharing of transaction details and transaction events with you and your Client User; and
       4. integrating a web-based payment page for making payments through Payment Processor.
3. Scope of Services

FeeWise uses third-party services providers to enable your Client Users to make, verify and reconcile payments through the Services offered on our Platform which incorporate third-party services of the Payment Processor and Data Gathering Service Provider. Please note that FeeWise is not a payment processor, and is not responsible for compliance with Applicable Law imposed upon payment processing activity. Rather, all payment processing shall be conducted via a third-party Payment Processor subject to and in accordance with a Payment Processing Agreement which FeeWise has entered into with Payment Processor.  By enrolling in and continuing to use FeeWise, you agree to be bound by this Section 3 and the applicable terms of the Payment Processing Agreement.

4. Our Intellectual Property Rights 

Between you and us, we own all right, title, and interest to the Services and the Platform, all components of the Services and the Platform, and the copyrights, patents, trade secrets, trademarks, and other intellectual property rights pertaining to any aspect of the Services and the Platform. You acquire no ownership interest, derivative work, or component of the Services or the Platform through your use of them. You are not granted right, title, or interest to use any trademark, service mark, logo, or trade name of FeeWise under this Agreement.

5. Subscription

Subject to your payment of the Costs, FeeWise (i) grants to you or each of your agents, representatives, and Client Users, a limited, personal, non-exclusive, nontransferable and non-assignable (except as this Agreement otherwise provides) right to access and use the Platform in accordance with the terms and conditions hereof (a “License”) and (ii) in connection with each such License, agrees to make available to you the Services until this Agreement is terminated ((i) and (ii), together, your “Subscription”).

6. Your Use of the Services
   1.  Your account and related responsibilities. You will have access to an account with us enabling you to use the Platform. some text
      1. Geography. You represent and warrant that you are a resident of the United Kingdom. 
      2. Authorized representative. You represent and warrant that Your designee creating the account is authorized to create the account on your behalf. 
      3. Client Users. You represent and warrant that you are responsible and liable for each Client User’s access to and use of our Services and for any breach of this Agreement by the Client User. 
      4. Security of your account. You are responsible for the security of your account and your use of the Services, including the access to and use of the Services by each Client User. (1) You are responsible for establishing and maintaining the confidentiality of your account, your account access credentials (for example, username and password), and the information submitted via your account or otherwise in connection with your use or any Client User’s use of the Services. You agree to use commercially reasonable and prudent efforts to prevent unauthorized access to or use of your account or the Services. (2) You will notify us immediately of any unauthorized access to or use of your account or the Services. We have no liability to you for any unauthorized access of your account or the Services caused by your acts, omissions, or breach of this Agreement. 
   2. Your related responsibilities. Our limited license and permitted use of your name and marks. You grant us and our services providers a royalty-free, worldwide license to use, reproduce, store, and process your name, logo, trademarks, and service marks, for the purposes of providing the Services or for our internal business purposes (such as compliance with Applicable Law or improvement of the Services). 
   3. Your compliance with law. You are solely responsible for compliance with all Applicable Law related to your use of the Services. You agree to provide us with reasonable cooperation regarding any requests from law enforcement or other governmental authorities. 
   4. Restrictions on your use of the Services.
      1. Minimum requirements. You must be an individual resident of the United Kingdom to create an account or use the Services. You must be 18 years of age or older to create an account or use the Services. Your Client Users must be 18 years of age or older to use the Services. If any of the foregoing are not true, you are not eligible to use any Services and doing so will be unauthorized and a breach of this Agreement.
      2. Prohibited Use of the Services. You represent and warrant that you, and each of your Client Users will not do any of the following, collectively “Prohibited Use”: (1) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any component of the Services are compiled or interpreted, and you acknowledge that nothing in this Agreement will be construed to grant you any right to obtain or use such code; (2) duplicate or create any derivative product from the Platform or any component of the Services; (3) license, sublicense, lease, resell, or transfer the Services to a third party or allow third parties (other than Client Users as permitted herein) to gain access to the Services; (4) remove any copyright, trademark, or other proprietary notions from the Platform; (5) transmit material containing viruses, malware, or other harmful or deleterious computer code, files, scripts, agents, or programs; (6) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (7) attempt to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services; (8) conduct any denial of service (DoS) attack on the Platform or otherwise attempt to disrupt, disable, or overload the Platform; (9) attempt to gain access to the Platform by automated means, such as bots; (10) attempt to gain unauthorized access to the Platform, computer systems, or networks related to the Services; (11) create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications; (12) use the Platform or Services to violate any Applicable Law; or (13) interfere with another user’s use and enjoyment of the Platform and Services.
      3. Export restrictions. This Agreement is expressly made subject to any Applicable Law regarding export of computer software, technical data, or derivatives. You agree that you will not export, directly or indirectly, any technical data produced or provided under this Agreement or any direct product of such technical data, including software, to a destination to which such export or re-export is restricted or prohibited under Applicable Law. This obligation survives the termination or expiration of this Agreement.
      4. Certain legal services. You represent and warrant that you will not use the Services for the collection of funds for bail bonds, bankruptcy debts, bankruptcy filings or any kind of bankruptcy legal services, or any other purpose, other than the fees owing by a Client User for your legal services.
   5. Suspension of your account. We may suspend your account or your access to the Platform and Services, or we may suspend a Client User’s access to the Platform and Services immediately if we, in good faith, believe: some text
      1. that you, or any of your Client Users has materially breached any provision of this Agreement; 
      2. that you, or any of your Client Users are using the Platform in a manner that threatens the security, integrity, or reliability of the Services; 
      3. that there has been unauthorized access or fraud related to your account; 
      4. that information in your account or provided in connection with the Services is untrue or inaccurate; or 
      5. that the provision of the Platform and the Services (or a portion thereof) will expose us or you to legal, regulatory, or compliance risk. 
   6. Data Gathering Services

Your use of automated bank account feeds enabled by the Data Gathering Service Provider within the Premium Plan is subject to the following terms. You acknowledge and agree: 

1. Service Provider's Terms of Service relating to automated bank account feeds are available at https://truelayer.com/legal/enduser_tos/;
2. your use of automated bank feeds is enabled by Bank Data feeds from your bank via the Data Gathering Service Provider;
3. to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites;
4. you will license to us and the Data Gathering Service Provider any information, data, passwords, materials or other content (collectively, Content) you provide through or to the Data Gathering Service Provider;
5. we and the Data Gathering Service Provider may use, modify, display, distribute and create new material using such Content to provide the Services to you;
6. by submitting Content, that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, that we and the Data Gathering Service Provider may use the Content for the purposes set out in this clause 6(f);
7. to authorise us and the Data Gathering Service Provider to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you;
8. to grant us and the Data Gathering Service Provider a limited power of attorney, and you appoint us and the Data Gathering Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person;
9. that we and the Data Gathering Service Provider are acting as your agent, and not the agent or on behalf of the third party in accessing and retrieving information from third party sites;
10. that any third party account providers shall be entitled to rely on the authorization, agency and power of attorney granted by you in this clause 11; and
11. that we are not endorsed or sponsored by any third party account providers accessible through the Services.

7. Updates to the Services. You acknowledge that the features and functions of the Platform may be updated or otherwise be subject to change. We will provide you with all generally released updates and patches to the Platform (“Standard Updates”). We will not materially decrease the overall functionality of the Platform. 
8. Beta versions. We may make beta versions or features of the Services available to you on our Platform, which you may use in your sole discretion. We may discontinue beta versions and features at any time. 

7. Fees and Payment Terms
   1. Fees. You agree to pay the Costs for the Services stated on any invoices we provide to you including any Additional Fees and any other charges or payments deemed relevant, on the due dates. You authorize us to debit from your bank account all Costs payable to us for the Services.
   2. Valid Bank Account. You must nominate a valid bank account to be used for debiting Costs. You must always keep a valid external bank account on file. An invalid external bank account may lead to delayed payouts and possibly transfer fees for repeated transfer attempts incurred by FeeWise or Payment Processor’s products and terms applicable to the FeeWise payments module. You must give us 5 Business Days’ notice of the effective time of any changes to your bank account, failing which Costs may be charged or passed on to you.
   3. Sufficient funds. You must ensure that there are always sufficient funds in your bank account to cover all Costs in relation to the Services. If, despite this requirement, there are not sufficient funds in your bank account or we cannot draw funds from your bank account for debiting Costs, you must on demand immediately pay a sum to us in cleared funds sufficient to cover all such debits. An Additional Fee may be charged where a debit for Costs is processed to your bank account but is subsequently rejected by your financial institution (e.g. the bank account is closed or has insufficient funds).
   4. Taxes. The Costs stated on any invoices we provide to you are exclusive of taxes. You agree to pay all taxes and fees imposed by governmental authorities. Unless otherwise required by Applicable Law, in the event you dispute taxes applied on your invoice, you must request a refund of the disputed tax within 60 days of the date of the invoice containing such tax.
   5. Late Payments. Payments are non-refundable. Late payments will bear interest at the lesser of:some text
      1. 1.5% per month calculated and compounded monthly; or 
      2. the highest rate permissible under Applicable Law, except for payments that are properly disputed. 
         
         We process your payments using the Payment Processor, hence all payments are governed by the Payment Processing Agreement. 

6. Invoice disputes. You must notify FeeWise within 15 days of the date of your invoice if you dispute any Costs, taxes, or other charges in the invoice. Unless otherwise required by Applicable Law, you cannot dispute an invoice or payment more than 60 days after the date of the applicable invoice. 
7. Chargebacks. If a Client User claims a chargeback, after payment has been processed, we will deduct the chargeback amount from your bank account plus any Additional Fees. In the event you challenge a chargeback we will act on your behalf with the Payment Processor. All decisions regarding chargebacks are made independently by the Payment Processor. You acknowledge and agree the Payment Processor may refuse to accept your challenge to a chargeback. If you successfully challenge a chargeback, we will return the payment back to your bank account along with any Additional Fees, once the funds are successfully recovered from the Payment Processor. In the event your challenge of a chargeback is unsuccessful with the Payment Processor you will not be entitled to receive that Client User payment or a refund of the Fees or Additional Fees associated with that transaction. You acknowledge and agree that FeeWise will not enter into any disputes between you and a Client User in respect to a chargeback.
8. Refunds. If a Client User requests a reversal or refund after payment has been processed, we will only deduct the payment from your bank account with your written authorization. 
9. Set-Off. If you have not paid any amount (including Costs and chargebacks and whether contingent or otherwise) at any time due and payable by you to us in respect of the Services, or we are not able to process a reversal, refund or any other error in payments made by a Client User, you authorize us to instruct the Payment Processor to apply any Client User payments that have been received or are later received by the Payment Processor to us, in and towards satisfaction of those amounts.
10. Convenience or Surcharge Fee. If you elect to impose on Client Users a Convenience or Surcharge Fee, you must ensure that the Convenience or Surcharge Fee is compliant with Card Network Rules and any Applicable Law. You are solely responsible for your own compliance with the Card Network Rules and Applicable Law relating to the imposition of any Convenience or Surcharge Fee.

8. Personal Information.
   1. Personal information. You agree that we may use, disclose, and maintain personal information according to our Privacy Policy and any changes thereto. We will notify you of changes to the Privacy Policy in accordance with Applicable Law. You represent and warrant that you have complied with all Applicable Law and received the proper authority or consent to allow us to collect and process personal information from you, and your Client Users to provide the Services and operate our business.
   2. Your responsibilities for personal information. You agree that with respect to personal information that you, or your Client Users provide or make available in connection with the Services or on the Platform, that you are the “owner” or “controller,” and we are the “processor,” as those terms may be used under applicable privacy law. You are responsible for all compliance with applicable privacy law, including responding to requests from your Client Users related to their rights under applicable privacy law and providing them with required notifications, including notifications of breach. 
9. Representations and Warranties
   1. Your additional representations and warranties. By entering into this Agreement, you make representations and warranties to us. Some of your representations and warranties are contained in this Section 9 and some are contained in other Sections of this Agreement: some text
      1. Valid agreement. You represent and warrant that you have validly accepted or entered into this Agreement and have the legal power to do so. 
      2. Accurate information. You represent and warrant that all information you, or your Client Users provide to us or make available to us is true and accurate and that you have the right to provide the information to us under Applicable Law. You have the sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information you, or your Client Users provide or make available to us. 
      3. No Sanctions Lists. You represent and warrant that you are not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). If you, or any Client User is placed on any Sanctions List, you will notify us immediately and discontinue the use of the Services by you, or your Client User as applicable. 
      4. Convenience and Surcharge Fee. You represent and warrant that you have complied with the Card Network Rules and any Applicable Law in respect of the imposition of any Convenience and Surcharge Fee on your Client Users.
   2. FeeWise’s representations and warranties.
      1. Valid agreement. We represent and warrant that we have validly accepted or entered into this Agreement and have the legal power to do so. 
10. Disclaimer Of Warranties

Except as expressly warranted in this Agreement and to the fullest extent permitted by Applicable Law, the Services and any other materials, data, software, products, and services provided under this Agreement or on the Platform are provided “as is” and “with all faults,” and we expressly disclaim all other warranties of any kind or nature, whether express, implied, or statutory. We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We expressly disclaim any warranties of system integration, non-interference, absence of any defects (whether latent or patent), or security of data.  We do not warrant or make any representations concerning the accuracy, completeness, or usability of information or materials provided in connection with our Services, found on our Platform, or linked to our Platform. We expressly disclaim any warranty related to third-party websites or other third-party content that may be accessed through our Services or our Platform. We make no warranty or representation on the basis of trade usage, course of dealing, or course of performance. We do not warrant or represent that the Services or any other materials, data, software, products, or services provided under this Agreement or on the Platform will meet your requirements, comply with Applicable Law, generate enforceable obligations, or that the operation of them will be uninterrupted or error-free, or that all errors will be corrected. The Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damages resulting from such problems. 

11.  Indemnification

You agree to defend, indemnify, and hold us, our affiliates, and our third-party providers, Payment Processor, licensors, and suppliers, along with our and their respective directors, officers,  employees, and agents, harmless from any claims, damages, losses, or costs (including reasonable attorneys’ fees and expenses)  arising out of your use of the Platform and Services, any actual or alleged breach of your representations, warranties or breach of this Agreement, your imposition of a Convenience or Surcharge Fee including your acts, omissions, and communications relating to such Convenience or Surcharge Fee or violation of Card Network Rules, Applicable Law or the rights of any third-party by you, any Client User, or any person you provide access to the Platform and Services.

12.  Limitations of Liability
    1. WE HAVE NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES. To the fullest extent permitted by Applicable Law, you agree to limit claims for damages (or other monetary relief) against us to direct and actual damages regardless of the theory of liability. This means that we are not liable to you for any indirect, incidental, special, consequential, exemplary, treble, or punitive damages from us whether based on breach of contract, tort (including negligence) or otherwise, arising from or related to this Agreement or any services, or any contract breach (fundamental or otherwise) or any acts or omissions of FeeWise, its affiliates, or their respective ‎officers, directors, employees, mandataries or representatives, regardless of whether FeeWise has been advised, knew or should have known of the possibility of such damages. These disallowed damages include, but are not limited to, damages arising out of unauthorized access to, loss, or theft of your account, information, or data or that of your Client Users, lost profits, costs of delay, failure of delivery, business interruption, costs of procurement of substitute goods, services, or technology, or liabilities to third parties arising from any source. These limitations apply regardless of the cause of the damages, including negligence by us or our third-party providers, Payment Processor, licensors, or suppliers. These limitations apply even if we have been advised of the possibility of such damages. These limitations apply without regard to whether other provisions of this Agreement have been breached or proven ineffective. These limitations also apply to any claims you may bring against any third party to the extent that we would be required to indemnify that third-party for such claim.
    2. WE HAVE NO LIABILITY FOR PAYMENT PROCESSING. YOU ACKNOWLEDGE THAT FEEWISE IS NOT A PAYMENT PROCESSOR, THE PAYMENT PROCESSING IS A THIRD-PARTY SERVICE AND IS BEING PROVIDED BY A THIRD-PARTY PAYMENT PROCESSOR. YOU ACKNOWLEDGE AND THAT FEEWISE HAS NO LIABILITY IN RELATION TO PAYMENT PROCESSING.
    3. WE ARE NOT LIABLE FOR DAMAGES OUT OF OUR CONTROL. You agree that we are not liable for delays, problems, or damages caused by you, Payment Processor or a third-party, by any act of nature, by any act beyond our reasonable control (for example, war, terrorist acts, labor disputes, government actions, pandemics), or by any criminal activity by someone unrelated to us.
    4. YOU AGREE TO LIMIT THE AMOUNT OF DAMAGES PAYABLE BY US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF FEEWISE, OUR AFFILIATES, PAYMENT PROCESSOR AND OUR THIRD-PARTY PROVIDERS, LICENSORS, OR SUPPLIERS ARISING OR RELATING TO THIS AGREEMENT IS LIMITED TO THE COSTS THAT YOU PAID TO USE THE RELEVANT SERVICES IN THE 12 MONTHS BEFORE THE FIRST INCIDENT GIVING RISE TO OUR LIABILITY; OR, IF NO COSTS WERE PAID IN SUCH PERIOD, THE LOCAL EQUIVALENT OF AUD $100. 
    5. YOU AND WE AGREE TO LIMIT THE DEADLINE TO BRING CLAIMS. To the fullest extent permitted by Applicable Law, you and we each agree that all claims related to this Agreement must be brought within 2 years of the date the claim arises (even if Applicable Law provides for a longer statute of limitations).
    6. YOU AND FEEWISE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. The limitations of liability in this Section 12 constitute an important part of this Agreement and are among the reasons you and we are willing to enter into this Agreement. Without these limitations of liability, the provisions of this Agreement, including the economic terms, would be substantially different. 
13.  Term, Termination, Suspension and Survival.
    1. Term. This Agreement will commence on the Effective Date and shall continue until terminated in accordance with Section 13(b). 
    2. Suspension and Termination. 
       1. Termination for convenience. You or FeeWise may terminate this Agreement at any time and for any reason by giving 30 days written notice to the other party. 
       2. Termination for material breach. FeeWise may terminate this Agreement in the event you commit any material breach (including non-payment of Costs) of this Agreement and fails to remedy such breach within 15 days after receiving written notice of such breach.  
       3. Suspension or Termination. (i) FeeWise may suspend or terminate your use of the Services if we are unable to debit Costs from your bank account and no alternative arrangements acceptable to us are put in place; (ii) if we are required to do so by the Payment Processor or Data Gathering Service Provider; (iii) any arrangements we have in place with the Third-Party Beneficiaries necessary to the Services ceases to exist or in our opinion render the ongoing operation of the Services unfeasible; (iv) if we believe it is necessary either to protect the security, integrity or reputation of the us or Services, or to otherwise protect our interests.
       4. Termination for insolvency. Subject to Applicable Law, you or FeeWise may terminate this Agreement immediately by providing written notice to the other party in the event of the other party’s dissolution, liquidation, assignment for the benefit of creditors, or commencement of proceedings (voluntary or involuntary) for receivership or bankruptcy. 
    3. Effect of Termination. At the end of the month this Agreement is terminated, FeeWise will discontinue your access to and use of the Platform and Services. You acknowledge and agree that any FeeWise Costs will be debited from your bank account after the end of the month this Agreement is terminated for any payments processed up until the termination date. We have the right to delete all information and data related to your account and use of the Platform and Services at the end of the month that this Agreement is terminated and will incur no liability for such deletion. But we may retain such data and information, in our sole discretion, for the purposes of complying with Applicable Law or our other business purposes. 
    4. Survival. All provisions of this Agreement that are intended to survive or that must survive in order to give effect to its meaning (including, but not limited to, the provisions of Sections 4, 5, 6, 8, 9, 10, 11, 12 and 13) will survive the termination or expiration of this Agreement.
14. Disputes
    1. If you believe that there has been an error in debiting your Account, or if you have any other issues or concerns with the Services you should notify the FeeWise Support Team by email at: support@getfeewise.com or by phone on: 0845 683 2517 between 9:00am and 5:00pm (GMT) Monday to Friday.
    2. If we conclude as a result of our investigations that your Account:some text
       1. has been incorrectly debited, we will respond to your query by arranging for your financial institution to adjust your Account (including interest and charges) accordingly. we will also notify you in writing of the amount by which your Account has been adjusted; or
       2. has not been incorrectly debited, we will respond to your query by providing you with reasons and any evidence for this finding in writing.
    3. For all other issues or concerns, we will promptly investigate and determine the best course of action to be taken. We will seek to resolve your concern immediately, however if that is not possible, we will aim to resolve it within three (3) Business Days. If this is not possible, we will keep you informed as to our progress.
    4. We would appreciate the opportunity to help you resolve any concerns you may have relating to our Services, but if we are unable to assist you with your issue or you wish to make a complaint, you may have the right to make a complaint to the.Financial Ombudsman Service. Details of the Financial Ombudsman Service are:

Post: Financial Ombudsman Service, Exchange Tower, London, E14 9SR

‍Email: complaint.info@financial-ombudsman.org.uk

‍Telephone: 0800 023 4567

‍Website: www.financial-ombudsman.org.uk

15.  General
    1. Choice of law and jurisdiction. This Agreement is governed by laws of England and Wales, without reference to conflict of law rules. The UN Convention on Contracts for the International Sale of Goods will not apply to these Terms or any Services. Foreign laws do not apply. Court proceedings must be brought in England, sitting in London, England.
    2. Jury Trial Waiver. YOU AND FEEWISE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
    3. Notices. You may deliver notices to us by email at: support@getfeewise.com. We may deliver notices to you via email, mail, or electronic means using the contact information in your account or by posting the notice on the Platform. Electronic notices are considered delivered when sent or posted. Postal notices are considered delivered 3 days after mailing.  Notices delivered by a nationally recognized courier are considered delivered when received. 
    4. E-Sign Consent. We may need to provide you with certain communications, notices, agreements, billing statements, or disclosures (“Communications”) in writing regarding the Services. You agree and consent to receive Communications electronically from FeeWise, our affiliates, and our third-party service providers, rather than in paper form, and to the use of electronic signatures in our relationship with you (“E-Sign Consent”). You also acknowledge and agree that you have the ability to receive Communications electronically. You may withdraw your consent to receive Communications electronically at any time by sending us notice by email at: support@getfeewise.com. If you choose to withdraw your consent, we may terminate your access to the Services. 
    5. Platform materials. The information and materials on our Platform may contain technical, typographical, photographic, or other errors. We do not warrant that any information or materials on our Platform are accurate, complete, or current. We may make changes to information and materials on our Platform at any time without notice, but we make no commitment to do so. 
    6. Force Majeure. We will not be liable for any delays in processing or other non- performance of the Services caused by strikes, lockouts, telecommunications, utility, technology failures, or equipment failures, labour strife, riots, war, or terrorist attacks, fires or acts of nature, pandemics, non-performance or suspension or termination of the Services by the Third-Party Beneficiaries, or any other event over which we do not have reasonable control.
    7. Third-Party connections. The Services may include integrations, links, or connections to Payment Processor, third-party websites, applications, or services. This inclusion does not imply review or endorsement by us; you proceed at your own risk to a third-party website, application, or service. We do not warrant, and are not responsible for, the services, products, statements, or claims made by or about a third-party, or the actions or omissions of any third-party. You must review and comply with any third-party terms of service or other provisions. 
    8. Third-Party beneficiaries. Our third-party providers, Payment Processor, licensors, and suppliers and our affiliates are considered to be third-party beneficiaries of this Agreement solely to the extent necessary for them to enforce any protections afforded them by this Agreement, except as otherwise provided in this Agreement. There are no other third-party beneficiaries to this Agreement. All rights and benefits of this Agreement from us are intended solely for you as the original purchaser of the Services.
    9. Independent Contractors. You and we agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship, or franchise between the parties. You and we are acting as independent contractors in making and forming this Agreement. 
    10. Assignment. You and FeeWise are prohibited from assigning this agreement to a third-party without the prior written consent of the other party to this Agreement except as provided in the next sentence. You and we may assign this Agreement in its entirety, without the consent of the other party, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially of all assets. Any permitted assignment will not relieve the assigning party of its obligations under this Agreement unless agreed in writing by the other party. Subject to the foregoing restrictions on assignment, this Agreement will bind and inure to the benefit of your and our respective successors and permitted assigns. 
    11. Amendment. We have the sole discretion to change the terms of this Agreement or make changes regarding any aspect of the Services, except as otherwise provided in this Agreement. If this occurs, we will provide you with notice via any means we consider reasonable, including, without limitation, email, or in-Service notifications. After we provide notice, your continued use of the Services constitutes your acceptance of the changes and the Agreement as amended. 
    12. Severability. If any part of this Agreement is held invalid or unenforceable, that part may be severed from the Agreement to the minimum extent necessary to cure such invalidity or unenforceability. The remainder of the Agreement will remain valid and enforceable.
    13. Waiver. You and FeeWise cannot waive any provision of this Agreement except in a writing signed by you and us. Our failure to insist on or enforce strict performance of any provision of this Agreement or any of our rights is not a waiver of any provision or right. 
    14. Entire Agreement. This Agreement is the entire agreement between you and FeeWise regarding the rights you have with respect to the Services, except as provided by Applicable Law, and you cannot rely on any other documents, statements on our Platform, or statements by any of our representatives or agents.

7. Third-Party connections. The Services may include integrations, links, or connections to Payment Processor, third-party websites, applications, or services. This inclusion does not imply review or endorsement by us; you proceed at your own risk to a third-party website, application, or service. We do not warrant, and are not responsible for, the services, products, statements, or claims made by or about a third-party, or the actions or omissions of any third-party. You must review and comply with any third-party terms of service or other provisions. 
8. Third-Party beneficiaries. Our third-party providers, Payment Processor, licensors, and suppliers and our affiliates are considered to be third-party beneficiaries of this Agreement solely to the extent necessary for them to enforce any protections afforded them by this Agreement, except as otherwise provided in this Agreement. There are no other third-party beneficiaries to this Agreement. All rights and benefits of this Agreement from us are intended solely for you as the original purchaser of the Services.
9. Independent Contractors. You and we agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship, or franchise between the parties. You and we are acting as independent contractors in making and forming this Agreement. 
10. Assignment. You and FeeWise are prohibited from assigning this agreement to a third-party without the prior written consent of the other party to this Agreement except as provided in the next sentence. You and we may assign this Agreement in its entirety, without the consent of the other party, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially of all assets. Any permitted assignment will not relieve the assigning party of its obligations under this Agreement unless agreed in writing by the other party. Subject to the foregoing restrictions on assignment, this Agreement will bind and inure to the benefit of your and our respective successors and permitted assigns. 
11. Amendment. We have the sole discretion to change the terms of this Agreement or make changes regarding any aspect of the Services, except as otherwise provided in this Agreement. If this occurs, we will provide you with notice via any means we consider reasonable, including, without limitation, email, or in-Service notifications. After we provide notice, your continued use of the Services constitutes your acceptance of the changes and the Agreement as amended. 
12. Waiver. You and FeeWise cannot waive any provision of this Agreement except in a writing signed by you and us. Our failure to insist on or enforce strict performance of any provision of this Agreement or any of our rights is not a waiver of any provision or right. 
13. Severability. If any part of this Agreement is held invalid or unenforceable, that part may be severed from the Agreement to the minimum extent necessary to cure such invalidity or unenforceability. The remainder of the Agreement will remain valid and enforceable.
14. Entire Agreement. This Agreement is the entire agreement between you and FeeWise regarding the rights you have with respect to the Services, except as provided by Applicable Law, and you cannot rely on any other documents, statements on our Platform, or statements by any of our representatives or agents.

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