Tradeshift Early Payment Programs For Sellers

Program Terms. V1 –September 9, 2019

Introduction

Tradeshift works with various financial institutions and financial services companies (each a “Funder”) and Buyers to provide early payment options for Sellers  who use the Services to invoice their customers. These early payment services (each a “Program”) include:

1. Tradeshift Cash – Discount - features that allow for Buyers and Sellers to agree to discount terms based in return for early payment, where Seller participation is directed by a Buyer;
2. Tradeshift Cash - Finance -  features that allow for You, as a Seller, to accept early payment of Your invoices submitted to Your Buyer where (a) the early payment is made by a third party Funder appointed by Your Buyer or Tradeshift, (b) Your participation in the Program is directed by Your Buyer; and (c) Your Buyer has agreed to make a date-certain, amount-certain payment without offset, deduction or counterclaim for each eligible invoice;
3. Tradeshift Cash – Direct  - features that allow You, as a Seller, to accept early payment of Your invoices submitted to Your Buyer where (a) the early payment is made by a third party Funder appointed by Your Buyer or Tradeshift and (b) Your participation in the Program may be directed by Your Buyer or You may self-direct to utilize the Program.

The Programs can vary by jurisdiction, funding scope, the specific Funder involved, and other factors. The general terms applicable to the Programs are stated below.  For Tradeshift Cash Finance and Tradeshift Cash Direct, specific pricing and other terms are presented at the time of Seller enrollment or activation in the Program. Other requirements can be found in the user interface for the Site  and Tradeshift support information.

1. Clarifications to Definitions  as related to the Early Payment Programs
   1. “Seller” means the legal entity represented by You providing goods or services to      one or more Buyers for which invoices are submitted via the Site.  Seller may NOT be an individual and must be the company associated with the Tradeshift account identified by an authorized representative in the Tradeshift Seller Enrollment Letter or identified to Tradeshift representatives at the time of enrollment.
   2. “Buyer” means a customer to which Seller is issuing one or more invoices using the Site under the specific Program.
   3. “Funder” means the financial servicing and / or funding provider. Tradeshift is not the Funder.
2. Tradeshift CASH – Discount  Program  - participation by Sellers
   1. Tradeshift Cash – Discount, also known as Dynamic Discounting (“DD”), is a feature enabled by Buyers who have subscribed to the Tradeshift CASH Discount SaaS offering from Tradeshift that allows You, as a Seller, to request early payment (meaning payment in advance of the payment terms originally contracted-for between You and the Buyer) relating to an invoice You have submitted to the Buyer.  With DD, You, as the Seller, can request that the Buyer pay the invoice early, in exchange for the payment amount being discounted from the amount stated on the invoice.  To participate in DD, You will configure your account on the Site to offer for the Buyer to pay You early, within certain parameters You select in Your account (such as, an offer to be paid within a target of “x” days at a discount of “y%” rate); the parameters you configure in the account is Your “DD Offer”.
   2. When You use DD to revise the payment terms on a transaction, You authorize Tradeshift to perform certain actions on Your behalf, including creating a credit note relating to the applicable invoice after the early payment is performed.  Note that users of DD may need to make the credit notice available to tax auditors or inspectors in certain countries to demonstrate the identity of the issuer of the invoice and the fact that no changes have been made to the invoice subsequent to its issuance and transmission.
   3. If the Buyer accepts the DD Offer, the Buyer thereby undertakes to pay You per the DD Offer made by You.  The transaction between You and the Buyer, including the revised payment terms and amount, is solely between You and the Buyer.  Tradeshift is not a party to the arrangement, nor the revised payment terms, and accordingly Tradeshift has no responsibility for performance by You or the Buyer. Payment data displayed in the DD user interface (payment date or precise payment amount) are estimates only.
   4. Technology Compensation.  Tradeshift provides the DD functionality on the Service.  You acknowledge that Tradeshift may receive compensation by the Buyer for making the DD functionality available to you, which compensation might be based on a subscription, fixed fee, per-DD transaction, or other basis. 
3. Tradeshift CASH – Finance Program - participation by Sellers.
   1. Tradeshift Cash – Finance, also known as Supply Chain Finance (“SCF”) is a feature, enabled by a Buyer who has subscribed to the Tradeshift CASH – Finance SaaS offering from Tradeshift, that allows You to request early payment (meaning payment in advance of the payment terms originally contracted-for between You and Your Customer) relating to an invoice You have submitted to the Buyer.
   2. With SCF, You can request, via the Site, that a third party Funder pays the invoice early, in exchange for the payment amount being discounted from the amount stated on the invoice.  To participate in SCF, You will configure Your account on the Site to offer for the Funder to pay You early, within certain parameters You select in your account (such as, an offer to be paid within a target of “x” days at a discount of “y%” rate); the parameters you configure in the account is Your “SCF Offer”.
   3. If the Funder accepts the SCF Offer, the Funder thereby undertakes to pay You per the SCF Offer made by You (a “Funded Invoice”) and You hereby agree that You are modifying the terms of any related agreement between You and your Buyer regarding payment of the Funded Invoices.
   4. Upon payment of a Funded Invoice by the Funder to You, the Buyer no longer has an obligation to make payment to You of the approved amount of the relevant invoice.  You agree to accept the early payment in full and final settlement of any invoice the subject thereof, and You accept and agree that the early payment discharges and satisfies in full any amount claimed under such invoice.
   5. You acknowledge and agree, on the date of such acceptance, that You hereby transfer to the Funder without the requirement for any further actions, notifications or formalities (a) the benefit of any obligation of the Buyer to make payment of the relevant invoice on its due date and (b) any of Your rights, interests and benefits conferred upon You pursuant to the arrangements entered into by the Buyer and Tradeshift in connection with the Program and the Funded Invoice.
   6. You hereby represent, warrant and undertake not to sell, assign or otherwise dispose of any Funded Invoice except to the Funder and shall not create or suffer to exist any lien, mortgage, security interest, pledge, title retention, setoff right, offset, reduction, recovery, claw-back, withholding or other encumbrance, netting, claim, defense or counterclaim or any other right, dispute or claim or any person other than the relevant Funder with respect to such Funded Invoice.
   7. You shall have no liability to the Funder if the Funder is not paid by the Buyer if such failure of payment is caused by a verifiable insolvency of Buyer.
   8. The Buyer, the Funder and any of their affiliates or transferees shall have the benefit of and be entitled to enforce these Terms of Service and Program Terms as an intended third-party beneficiary. 
   9. Payment by the Funder to You under the Program (a) is made on account of the Buyer’s obligation to pay the approved amount of the applicable invoice and (b) only extinguishes the invoice in the approved amount and the Buyer’s obligation to make payment to You of the same with effect from the applicable maturity date of such invoice. Any reduction to the invoice amount You receive via a Program may be in the form of an early payment discount or a similar charge for such early payment, as shown to You on the Site.
   10. When You enroll in SCF, You authorize Tradeshift to perform certain actions on Your behalf, including sending Your offer to a Funder, and where applicable, bundling any unallocated Buyer approved credit notes into offers made by You to the Funder.
   11. The specific Funder is identified when You elect to use the Tradeshift Cash – Finance Program offered by the Buyer. Additional terms with a Funder may apply and will be provided to You via the Site.  In the case of a conflict of terms between these Terms of Service, Program Terms and the Funder provided terms for the Program, the terms of the Funder shall prevail.
   12. You may be required to provide other information to the Funder or Tradeshift to support tax or regulatory due diligence requirements.
   13. The transaction between You and the Funder, including payment and terms of payment, is solely between You and the Funder.  Tradeshift is not a party to the SCF transaction, nor any payment-related issues, and accordingly Tradeshift has no responsibility for performance by You, or performance by the Funder.
   14. You acknowledge that Tradeshift may receive compensation from others for making the SCF functionality available to You, which compensation might be based on a subscription, fixed fee, per-SCF transaction, or other basis. 
4. Tradeshift Cash – Direct Program - Seller participation
   1. Tradeshift Cash – Direct, also known as Accounts Receivable Finance (“ARF”) is a feature, which may be enabled by a Buyer who has subscribed to the Tradeshift CASH – Finance SaaS offering or may be offered to You directly by Tradeshift without involvement of a Buyer, that allows You to request early payment (meaning payment in advance of the payment terms originally contracted-for between You and the Buyer) relating to eligible invoices You have submitted to the Buyer.  An invoice is “eligible” if it meets the criteria of the Funder and Tradeshift, and the Funder accepts your offer (there is no guarantee that the Funder will elect to accept an offer regarding any particular invoice).
   2. With ARF, You can request, via the Site, that a third party Funder pays the invoice early, in exchange for the payment amount being discounted from the price stated in the invoice.  To participate in ARF, You will configure Your account on the Site to offer for the Funder to pay You early, within certain parameters you select in Your account (such as, an offer to be paid within a target of “x” days at a discount of “y%” rate); the parameters You configure in the account is Your “ARF Offer”.
   3. If the Funder accepts the ARF Offer, the Funder thereby undertakes to pay You per the ARF Offer made by You.  Any reduction to the invoice amount You receive via a Program may be in the form of an early payment discount or a similar charge for such early payment, as shown to You on the Site.
   4. When You enroll in ARF, generally via an Enrollment Letter you execute and provide to Tradeshift, you authorize Tradeshift to perform certain actions on your behalf, including sending Your offer to a Funder, and where applicable, bundling any unallocated Buyer approved credit notes into offers made by You to the Funder.
   5. Your enrollment means that You may need to consent to have all payments of future amounts due to You from the applicable Buyer, included in the Program in which You enrolled, paid by the Buyer to the Funder directly.
   6. The specific Funder is identified when You elect to use the Tradeshift Cash – Direct Program offered by your Buyer or Tradeshift. Additional terms with the Funder will apply and will be provided to You via the Site.  In case of a conflict of terms between these Terms of Service, Program Terms and the Funder provided terms for the Program, the terms of the Funder shall prevail.
   7. You may be required to provide other information to the Funder or Tradeshift to support tax or regulatory due diligence requirements and to provide or validate Your bank account information.
   8. The Funder and any of their affiliates or transferees shall have the benefit of and be entitled to enforce these Terms of Service and Program Terms as an intended third-party beneficiary.
   9. If You revoke Your enrollment in the Program (following the process provided by Tradeshift), and You (or Tradeshift or the Funder) had previously instructed a Buyer to pay the Funder directly, You will need to wait to notify your Buyer of a further change to Your bank account information on file with your Buyer until notified by Tradeshift that all of Your outstanding obligations under the Program have been fulfilled.
   10. The transaction between You and the Funder, including payment and terms of payment, is solely between You and the Funder.  Tradeshift is not a party to the ARF transaction, nor any payment-related issues, and accordingly Tradeshift has no responsibility for performance by You, or performance by the Funder.
5. Terms Applicable to all Tradeshift Cash Programs
   1. As part of establishing Your qualification or invoice eligibility for a Program, Tradeshift may utilize directly (or through a subcontractor) Your historical transaction data on the Site and disclose transaction-related data to the Funder involved, if any.
   2. There is no guarantee that the Buyer (your customer), Tradeshift or any applicable Funder will elect to accept Your offer for early payment regarding any particular invoice.
   3. To participate in a Program, You may be asked to execute an electronic or paper-based enrollment document (“Enrollment Letter”) with Tradeshift which creates an agreement with Tradeshift pursuant to these Terms of Service and Program Terms.  The Enrollment Letter clarifies the discount rate(s), applicable Buyer(s), invoice criteria, limits and other key terms.  Other requirements can be found in the user interface for the Site and the Tradeshift support information.
   4. Acceptance of You into a Program requires approval by Tradeshift, and may require the acceptance by the applicable Buyer(s) and a Funder, where applicable.  Tradeshift, Your Buyer and the Funder, where applicable, may cancel Your participation in a Program at any time and for any reason, and will provide notice to You of such change in status.  Cancelling Your participation in a Program does not affect any of Your outstanding obligations owed to Tradeshift or the Funder, where applicable.
   5. You represent and warrant that You will not activate a Program with regard to any Buyer who is an individual, or who is a shareholder, director, partner or agent of Your company and that each Authorized User has the authority to take the actions authorized by these terms with regard to invoices associated with any designated Buyer.
   6. Tradeshift is not responsible for or involved with payment processing or transfer of funds. Tradeshift makes no representation as to whether the documentation, the Program or the Site features satisfies the applicable legal requirements regarding VAT or other such indirect tax, and hereby advises You to consult with tax advisers on such issues.
   7. The Service does not include confirmation of the accuracy of the invoice data entered by You or any of Your representatives and such accuracy is critical for the success and integrity of the Program.  You agree to promptly notify Tradeshift of any discrepancy or inaccurate payment amount to enable rectification.
   8. You agree to defend, indemnify and hold harmless Tradeshift and each Funder, where applicable, their subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to: (a) any Content submitted or posted by You, in connection with the Services, or any use of the Site or the Services in violation of these Terms of Service; (b) fraud You commit or Your intentional misconduct or gross negligence; or (c) Your violation of any applicable law or rights of a third-party. You are solely responsible for your interactions with other users of the Site and Services. To the extent permitted under applicable laws, You hereby release Tradeshift and the Funder, if applicable, from any and all claims or liability related to any conduct or user Content, whether online or offline, of any other third-party.
   9. Data displayed on the Site (such as the payment date or payment amount) are estimates only.
   10. You means a legal entity represented by the Tradeshift account accessed by one or more Authorized Users.  You are providing goods or services to one or more Buyers for which invoices are submitted via the Site. You may NOT be an individual and must be associated with the company specified in any Enrollment Letter.
   11. Your enrollment or activation of a Program constitutes agreement to be bound by these Program Terms with Tradeshift, as part of the Terms of Service agreement with Tradeshift. If You do not agree with these Program Terms, then You should not enroll or elect to participate in a Program. You should review these terms periodically, and each use of the Service is subject to the then-current form of the Terms of Service including these Program specific terms. 
   12. You acknowledge that Tradeshift may receive compensation from the Buyer or Funder for making the Program available to You, and such compensation might be based on a subscription, fixed fee, per transaction fee, or other basis. 
   13. At any time, You can revoke Your enrollment in a Program by configuring Your account on the Site to remove enrollment in automatic processing via the Service or by contacting Tradeshift customer support if such option is not available from your account on the Site.