Terms of Engagement.

These terms govern your use of MarginLabs and the business funding we provide. They're written to be readable — but they are a contract, so please read them. The specific commercial terms of any funding are set out separately in a written agreement for that product, which you sign.

1 · What we do

MarginLabs is a principal funder to e-commerce and retail businesses. We fund businesses ourselves, from our own resources, through five products:

• Merchant cash advance — a lump sum now, delivered back to us as an agreed share of your future sales.
• Extended payment terms — we pay a supplier invoice for you, and you settle with us on an agreed date up to 120 days later.
• Invoice financing — funding against invoices you have issued to your business customers, without your customers being told.
• Line of credit — a limit you can draw on, repay and draw again.
• Long-term loan — a fixed amount, repaid over a fixed term on a fixed schedule.

Not every product is available yet; a product's page on the site says whether it is. We will only offer you a product that is available, and only on the terms of a written agreement for that product. Before funding, we assess your business's finances, banking, store performance and digital presence to inform our decision.

2 · The nature of each product

The five products are not all the same kind of arrangement, and the difference matters:

• A merchant cash advance is a purchase of a portion of your future receivables — it is not a loan. We pay you a purchase price today; in return you agree to deliver a fixed total amount (the “purchased amount”) from your future receipts. Because it is a purchase and not a loan, there is no interest rate and no fixed repayment schedule — remittance continues until the purchased amount has been delivered.
• Invoice financing provides funds against specific invoices you have issued to other businesses. Your agreement will state whether it is structured as a purchase of those invoices or as an advance against them. It is confidential: we do not notify your customers, and you continue to collect payment from them.
• Extended payment terms, a line of credit and a long-term loan are credit. You owe us what we have paid out on your behalf or lent to you, plus the agreed cost, on the agreed dates. A long-term loan carries interest and a fixed repayment that does not change with your sales.

For every product we are the principal: we are not a credit broker or intermediary, and we do not introduce you to, or arrange finance with, third-party lenders.

3 · How each product works

In every case the figures that bind you are the ones in the separate agreement for that product, which you sign. That agreement governs the funding itself; these website terms govern your use of the site and our assessment. In outline:

• Merchant cash advance. We agree a purchase price (the amount we pay you now) and a purchased amount (the total you deliver from future receipts). You deliver an agreed percentage of your receipts (the “remittance rate”) until the purchased amount has been delivered in full. If your receipts run lower or higher than expected, a reconciliation may adjust remittances so they track your actual sales; the mechanics are set out in your agreement.
• Extended payment terms. You tell us which supplier invoice to cover. We pay the supplier directly, and you pay us the invoice amount plus the agreed cost on an agreed date, up to 120 days after we paid.
• Invoice financing. We advance an agreed proportion of the value of invoices you nominate. When your customer pays you, you pass the amount due to us under your agreement. If an invoice is disputed, reduced or goes unpaid, your agreement sets out what happens and what you owe.
• Line of credit. We set a limit. You draw what you need, when you need it, and pay the agreed cost on what you have drawn. As you repay, that amount becomes available to draw again, for as long as the facility remains open under its agreement.
• Long-term loan. We lend a fixed amount over an agreed term at an agreed rate. You repay in fixed installments on a fixed schedule, whatever your sales in a given month.

4 · Regulatory status & anti-money-laundering

MarginLabs ([LEGAL ENTITY TBC]) funds businesses as a principal. We are not a credit broker or credit intermediary and do not arrange, introduce or negotiate finance with third-party lenders. Rules written for credit brokers and intermediaries regulate that brokering activity, which we do not carry out.

All of our products are for business purposes only, and we do not fund anyone for personal, family or household purposes. We fund registered companies, not sole proprietors. Where an arrangement could fall within a consumer-credit law in any US state, we assess this before funding and structure the arrangement, or decline it, accordingly.

Some of our products are commercial credit, and commercial lending and financing are regulated differently in different places, including between US states. We offer a product only where we are permitted to, and before you sign we give you any cost or other disclosures the law of your state requires for that product.

We take the prevention of financial crime seriously. Before funding, we carry out customer due diligence and identity verification (KYC), and we comply with the applicable anti-money-laundering laws of the jurisdictions in which we operate.

5 · Scope & what we are not

• Our assessment, and any figures, estimates, scores or projections — including the funding estimator on the site — are estimates based on the information available to us, not a guarantee of funding or of any business outcome.
• We are not your accountant, tax adviser, or attorney, and nothing we provide is regulated investment, tax or legal advice.
• A decision to offer funding, which product, and on what terms, is ours. Nothing on the site is an offer of finance until we issue you a written agreement for a specific product.

6 · Your responsibilities & representations

• You are duly authorized to enter into the arrangement on behalf of your business and to share the business data you provide.
• The information you give us is accurate and complete to the best of your knowledge.
• You will use any funding for your business, and not for any personal, family or household purpose or any unlawful purpose.
• For a merchant cash advance: the receivables you agree to sell are genuine, arise in the ordinary course of your business, and are not already sold, pledged or assigned to anyone else; and you will not deliberately divert, delay or discourage receipts in order to avoid remittance.
• For invoice financing: each invoice you nominate is genuine, is for goods or services already delivered, is not disputed to your knowledge, and is not already financed, sold, pledged or assigned to anyone else; and you will pass on payments received against it as your agreement requires.
• For extended payment terms: each supplier invoice you ask us to pay is genuine and for goods or services supplied to your business.

7 · Fees & cost

• Applying is free, and so is a funding decision.
• We are a principal funder and do not charge or receive brokerage or commission from third-party lenders.
• The cost of each product is set out in its agreement, not here. For a merchant cash advance it is the difference between the purchase price we pay you and the purchased amount you deliver. For the other products it is the fee, discount or interest stated in the agreement.
• Any arrangement or administration fee is disclosed to you in writing in the agreement before you sign.

8 · Cancellation & refunds

• Our assessment is free, so there is nothing to refund for it.
• You are under no obligation until you sign an agreement for a product — up to that point you can walk away at no cost.
• Once you have signed and we have paid out, the amounts are governed by that agreement. Because our products are business-to-business arrangements (not consumer credit), no statutory cooling-off period applies unless your agreement or applicable law provides one.

9 · Your data

How we handle your data is set out in our Privacy Policy. You can exercise your data rights — including deletion — at any time via our Data Rights page.

10 · Connecting your accounts

As part of assessing your business, we may invite you to securely connect your business accounts — such as your accounting software (for example QuickBooks Online or Xero), your online store or marketplace, and your business bank account — through trusted third-party connection providers (Rutter and Plaid). Connecting an account is optional and always initiated by you: you authorize access through the provider's own secure login, and MarginLabs never sees or stores your account login credentials.

When you connect an account, you authorize us to retrieve, on a read-only basis, business financial information from it — such as profit-and-loss and balance-sheet data, invoices and bills, orders and payouts, and bank transactions — solely to assess your business, to assess and price funding, and, if you are funded, to monitor and administer that funding. We use this information only for those purposes; we do not use it for advertising and we do not sell it. You can disconnect an account, or ask us to delete the retrieved data, at any time via our Data Rights page. Our access to and use of information from QuickBooks Online complies with the Intuit Developer terms, and our handling of all connected data is subject to our Privacy Policy.

11 · Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything that cannot lawfully be excluded. Subject to that, and to the extent permitted by law: we provide the site and our assessment “as is”; our total liability arising out of or in connection with the site and our assessment is limited to the greater of the amounts you have paid us in the 12 months before the claim and US$1,000; and we are not liable for loss of profit, loss of business, or any indirect or consequential loss. Liability under a funding agreement is governed by that agreement.

12 · Term & termination

You may stop using the site at any time and ask us to delete your data via our Data Rights page, subject to any records we must keep by law or under an agreement you have signed. These website terms apply whenever you use the site. Any funding, once entered into, continues under its own agreement until it has been repaid or delivered in full, or the agreement is otherwise ended in accordance with its terms.

13 · Governing law

These terms are governed by the laws of Ireland, and the courts of Ireland have exclusive jurisdiction. Where mandatory consumer or other protections apply in a customer's own country, nothing here removes them.