1.         Introduction

1.1.    When you choose Embedded Finance Payment Terms, Kriya offers you the possibility to pay on a due date or due dates up to ninety (90) days from date of your original purchase. Please note that Embedded Finance Payment Terms are only available with respect to the purchases that you make which relate solely for the purposes of the business carried on by you.

1.2.     The Embedded Finance Agreement incorporates the Embedded Finance Terms of Business and contains the terms that determine the rights and obligations between you and us under which an Embedded FinancePayment Terms Application can be made to obtain Embedded Finance Payment Terms.By agreeing with Kriya "Terms and Conditions", you agree that you have read, understand, and accept the terms and conditions contained in the Embedded Finance Agreement and agree to be bound as a Customer.

2.       Your profile

2.1.     Your Profile on the Embedded Finance Platform contains information submitted by you and various other matters as added by Kriya from time to time. Your Profile and accounts are only viewable by Kriya and theMarketplace.

2.2.     By applying for Embedded FinancePayment Terms, you confirm to Kriya that the information on you supplied to Kriya, all or some part of which is contained in your Profile, is complete, accurate and up to date.

3.         Review of application

3.1.     You may apply for Embedded FinancePayment Terms through submission of an Embedded Finance Payment TermsApplication.  

3.2.     After Kriya has received your Embedded Finance PaymentTerms Application, Kriya will notify you whether the application is accepted or not. We may, in our sole discretion, approve or reject any application and attach conditions to our acceptance of such application.  Kriya does not have to give reasons for its decision.   

3.3.     Kriya may terminate an EmbeddedFinance Payment Terms Application if it has any concern about you or the EmbeddedFinance Payment Terms Application process.

4.         Embedded finance requirements

4.1.     In relation to each Embedded FinancePayment Terms Application which is approved, you will be provided with the EmbeddedFinance Payment Terms Summary which sets out the amount payable in respect of each Embedded Finance Payment Terms, the Payment Schedule and other key terms.You agree to enter into each set of Embedded Finance Payment Terms in accordance with the Embedded Finance Agreement.  

4.2.     You must comply with the requirements of the Embedded Finance Payment Terms Summary and the other terms of the EmbeddedFinance Agreement, including without limitation, these Embedded Finance Terms and Conditions.

4.3.     You must sign/set up any PaymentMethod required by us which will typically be direct debit or bank transfer.

4.4.    In respect of each set of Embedded FinancePayment Terms, Kriya’s obligations thereunder (including taking responsibility for paying the Purchase Amount (less any fees due by the Marketplace) to the Marketplace)is conditional upon Kriya receiving and/or being satisfied with:

4.4.1.you agreeing to the Embedded Finance Agreement and it being binding on you;

4.4.2.the documents/information required by Kriya to comply with its customer identity requirements and all know-your-customer checks having been completed to Kriya’s satisfaction;

4.4.3.no default having occurred and/or is continuing;

4.4.4.the setting up of the Payment Method; and

4.4.5.any other information or documents Kriya reasonably requires, or as otherwise agreed between Kriya and the Marketplace.

5.         Completion

5.1.     If the Embedded Finance Payment TermsApplication is successful, you will be provided with the Embedded FinancePayment Terms Summary for the Embedded Finance Payment Terms (including the amount payable by you and the Payment Schedule). The approval of your EmbeddedFinance Payment Terms Application and subsequent receipt by you of Embedded Finance Payment Terms shall constitute a Credit Agreement. 

5.2.     Subject to the receipt and satisfaction of the requirements in Clause 4.4 and you having executed and/or delivered any relevant documents, Kriya shall become responsible for making payment of the relevantPurchase Amount to the Marketplace (less any fees that are payable by the Marketplace to Kriya).

5.3.     Upon Kriya becoming responsible for making payment of the relevant Purchase Amount to the Marketplace (less any fees that are payable by the Marketplace to Kriya),Kriya will then service the Embedded Finance Payment Terms and administer the collection of payments from you and other relevant matters. Thereafter, your liability to repay the Purchase Amount and (if applicable) any late payment fees due on the Embedded Finance Payment Terms is owed to Kriya.

5.4.     No amount repaid may be redrawn.

5.5.     In the event that the requirements in relation to Kriya taking responsibility for making payment of the relevant Purchase Amount to the Marketplace are not satisfied by the latest date that such Purchase Amount is to be paid, the Embedded Finance PaymentTerms applicable to such Purchase Amount shall be withdrawn and cease to have effect.

6.        Repayment

6.1.    You will repay the PurchaseAmount to Kriya, in accordance with the Payment Schedule, by making thePayments.

6.2.    Payments are to be made on each Payment Date as shown in the Payment Schedule. Payments must be made by the Payment Method from your bank account. Where the Payment amount is a number that is not a whole number of pence, it will be rounded to the nearest whole penny.

7.       Late payment fees

7.1.   If you do not make any of the Payments on their Payment Dates, a late payment fee may be charged to you equal to one point five per cent (1.5%) of the then outstanding balance.

7.2.   Additionally, you will be responsible for paying in full all expenses (including reasonable legal fees) incurred by us at any time (and any additional administrative time incurred by us charged at such rate as we may reasonably determine) directly or indirectly as a result of failure to make any of the Payments on their PaymentDate. 

7.3.   In the event that you make late payment of a Payment within thirty (30) days following the relevant Payment Date, Kriya may at its discretion waive any such late payment fee and/or expenses incurred in respect of the late payment.

8.     Early repayment

You may repay the whole or part of the balance of the PurchaseAmount outstanding prior to a Payment Date, without any penalty.

9.      Return of goods

9.1.   In the event you wish to and are entitled to return Goods that are subject to Embedded Finance Payment Terms to the Marketplace or Marketplace Seller in accordance with the Marketplace’s and/or the Marketplace Seller’s terms and conditions, you can notify Kriya of a return to stop payments. Upon such notification, Kriya will pause the Payment Schedule by up to two (2) weeks to allow the Marketplace and/or the Marketplace Seller to process your returned Goods and you will not incur late payment charges during this period. If the return is not completed within the two (2) week period (e.g. you later decide not to return the Goods or you are in fact not entitled to return the Goods), the Purchase Amount shall remain payable and the Payment Schedule shall resume. You will only be able to make this request once per order of Goods.

9.2.  Until whichever is the earlier of: (a) such time that you cancel the Supply Contract in accordance with the terms of such Supply Contract or (b) such time that the Marketplace has confirmed the return of the Goods and has notified Kriya of the amount of the refund for those Goods, you will remain responsible to us for the full payment of the Purchase Amount in accordance with the Payment Schedule and we will continue to process any payments in accordance with the Payment Schedule (following any two (2) weeks’ pause in accordance with Clause 9.1 above).

9.3.  Once the Marketplace has notified Kriya of the amount of the refund due to you for the Goods returned that are subject to Embedded FinancePayment Terms, Kriya will, on the same day, make the appropriate adjustment to the Embedded FinancePayment Terms. If you have returned all the Goods to the Marketplace or theMarketplace Seller and are entitled to a full refund under the Marketplace’s and/or the Marketplace Seller’s terms and conditions, Kriya will end the PaymentSchedule and issue a refund of any Payments made by you to Kriya under thePayment Method. If you have not returned all the Goods to the Marketplace or the Marketplace Seller, or if the Marketplace has notified Kriya that a partial refund is due to you, Kriya will adjust the Embedded Finance Payment Terms and the Payment Schedule appropriately (including to reduce or cancel any future Payments, if necessary). Please note, in the event of partial refunds, refund amounts are subtracted from the Payment Schedule in reverse order of maturity. If the refund is processed to your expired or cancelled card, you will need to obtain the returned funds by contacting your bank.

10.  Declaration by the Customer

If you are a natural person or a partner of a general partnership of three partners or less, you represent, confirm and make the following declaration to Kriya as follows:

10.1.      I am entering into the Embedded Finance Agreement wholly for the purposes of a business carried on by me;

10.2.      I understand that I will not have the benefit of the protection and remedies that would be available to me under the Financial Services and Markets Act 2000 or under the Consumer Credit Act 1974 if the Embedded Finance Agreement were a regulated agreement under those Acts;

10.3.       I understand that this declaration does not affect the powers of the court to make an order under section 140B of the Consumer Credit Act 1974 in relation to a credit agreement where it determines that the relationship between the lender and the borrower is unfair to the borrower; and

10.4.       I am aware that, if I am in any doubts as to the consequences of the agreement not being regulated by theFinancial Services and Markets Act 2000 or the Consumer Credit Act 1974, then I should seek independent legal advice.

11.        Definitions

11.1.     Defined terms: In these Embedded Finance Terms and Conditions (references to which will always incorporate any Schedule to such documents), "Kriya","we",“our” and "us" are references to Kriya Finance Limited, 48-­50 Scrutton Street, London EC2A 4XQ (No.7330525), references to “you” or “your” (unless the context otherwise requires) are references to the Customer (and in the event you are a general partnership to you in your capacity as a partner and agent of a partnership which is a Customer) and capitalised terms used herein shall have the following meanings:

“Business Days” means a weekday other than a national holiday in England;

"Credit Agreement” shall have the same meaning given to the term “credit agreement”under The Financial Services and Markets Act 2000 (Regulated Activities) Order2001.

“Customer” means any person or general partnership, company or other legal entity, which has agreed to be bound as a customer by the Embedded Finance Agreement and who we have accepted as a Customer;

“Embedded Finance Agreement” means the agreement made when a person is accepted by Kriya as a Customer and which comprises these Embedded Finance Terms andConditions, the Embedded Finance Terms of Business, the Privacy Notice, the EmbeddedFinance Guidance and the terms of any applicable Embedded Finance Payment TermsSummary;

“Embedded Finance Guidance” means all terms, guidance and instructions from time to time made available by us to you;

“Embedded Finance Payment Terms” means payment terms in respect of a PurchaseAmount which may be, or is, provided to you in accordance with the terms of(and incorporated within) these Embedded Finance Terms and Conditions, including any Embedded Finance Payment Terms Summary;

“Embedded Finance Payment Terms Application”means the request for Embedded Finance Payment Terms made by the Customer via the EmbeddedFinance Platform;

“Embedded Finance Payment Terms Summary” means a summary of the key terms relating to each set of Embedded Finance Payment Terms which will be sent to the Customer following a successful Embedded Finance Payment Terms Application, including, but not limited to, the fixed sum credit to be provided to the Customer by Kriya and the related amounts payable by the Customer to Kriya and the Payment Schedule;

“Embedded Finance Platform” means the online payment and credit platform, related databases and supporting software operated by us and/or embedded within the Marketplace’s platform, but excluding equipment, software and telecommunications configurations or links belonging to any third party;

“Embedded Finance Terms of Business” means the terms of business supplementing these Embedded Finance Terms and Conditions and governing each set of Embedded Finance Payment Terms as forming part of the EmbeddedFinance Agreement and which are available at www.kriya.co/payments/terms-of-business;

“Goods” means any goods or services the subject of a Supply Contract;

“Marketplace” means an online marketplace or wholesaler that supplies goods and/or services and/or enables the supply of goods and/or services to you, in either case pursuant to a Supply Contract;

“Marketplace Seller" means any person (other than a Marketplace) who lists Goods for sale to, and purchase by, a Customer on such Marketplace’s platform(including without limitation, via the Marketplace’s website);

“Payment Date” means each date of repayment of the Purchase Amount where applicable as set out in the Payment Schedule;

“Payment Method” means direct debit, bank transfer and/or other payment mandate/method required by Kriya in connection with any set of Embedded FinancePayment Terms;

“Payment(s)”means the payment(s) of the amounts as specified in the Payment Schedule;

“Payment Schedule” means the schedule of payments to repay each set of EmbeddedFinance Payment Terms as set out in the Embedded Finance Payment Terms Summary;

“Privacy Notice” means the “Privacy Policy” which is available at www.kriya.co/privacy-policy;

“Profile” means information on each Customer collated by us, including the Customer's residential address, date of birth, country of birth, nationality, status, business, and financial and trading performance and, where relevant, information relating to your business partners including information on their personal financial circumstances and business activities;

“Purchase Amount” means the amount to be paid by the Customer in respect of the Goods;

"Supply Contract"means a contract for the sale or supply of Goods by a Marketplace or, as the case be, a Marketplace Seller to a Customer; and

“TransactionData” means data and other information compiled by us relating to transactions by Customers in relation to Embedded Finance Payment Terms.