Purchase Facility Agreement

Purchase Facility Agreement

Version 1.0

This Purchase Facility Agreement, together with the Future Receivables Purchase Agreement (Master Terms) and each Transaction Disclosure Summary (Schedule A) issued under it, forms your complete agreement with Slate Financial Technologies Inc. in respect of the Purchase Capacity described below. By clicking “I Accept” during enrollment, you agree to be bound by this Agreement.

This Agreement establishes the framework under which Purchases may occur. It does not itself create a Purchase, and it does not commit Purchaser to make any Purchase. Each Purchase is created only when Merchant accepts a Schedule A issued for that Purchase.

These terms are available at all times at tryslatehq.com/legal/facility-terms, and the Master Terms at tryslatehq.com/legal/mca-terms. Merchant’s Purchase Capacity, pricing, and account particulars are set out in the Facility Confirmation issued to Merchant on approval. Slate operates exclusively through electronic means and does not have physical branches. All contracting, disbursement, remittance, and communication under this Agreement occur digitally.

PARTIES

Each a “Party” and together the “Parties.” Merchant was introduced to Purchaser through the Platform Partner identified in the enrollment record. Merchant acknowledges that: (i) the Platform Partner is not an agent, broker, or lender; (ii) Purchaser alone determines approval, Purchase Capacity, and pricing; (iii) Merchant did not rely on any representations by the Platform Partner; and (iv) the Platform Partner bears no liability under this Agreement.

1. DEFINITIONS

Terms defined in the Master Terms have the same meaning in this Agreement. In addition:

1.1 “Master Terms” means the Future Receivables Purchase Agreement (Master Terms) accepted by Merchant, available at tryslatehq.com/legal/mca-terms, which governs each Purchase created under this Agreement.

1.2 “Purchase” means a single sale of future Receivables by Merchant to Purchaser created under Section 4 and evidenced by its own Schedule A.

1.3 “Purchase Request” means Merchant’s request that Purchaser consider a Purchase, specifying a Purchase Price and a Term Band.

1.4 “Purchase Capacity” means the maximum aggregate Outstanding Purchased Amount Merchant may have at any time, as determined by Purchaser under Section 2.

1.5 “Available Purchase Capacity” means Purchase Capacity less the aggregate Outstanding Purchased Amount of all Purchases then outstanding.

1.6 “Outstanding Purchased Amount” means, in respect of any Purchase at any time, the Purchased Amount for that Purchase less amounts already remitted in respect of it.

1.7 “Term Band” means one of the remittance terms set out in the Facility Confirmation, each with its associated Factor Rate and number of Remittance Periods.

1.8 “Facility Confirmation” means the confirmation issued to Merchant on approval and accepted by Merchant, forming part of this Agreement, which sets out Merchant’s Purchase Capacity, Term Bands, Factor Rates, Purchase Price limits, applicable fees, Receivables baseline, and account particulars.

1.9 “Early Remittance Concession” means the pricing term described in Section 6.

1.10 “Enrollment Date” means the date on which Merchant accepts this Agreement, as recorded in the audit log.

2. PURCHASE CAPACITY

2.1 Assignment

Purchaser assigns Merchant the Purchase Capacity set out in the Facility Confirmation, based on its underwriting of Merchant’s business. Purchaser may review the assigned Purchase Capacity at any time.

2.2 Nature of Purchase Capacity

Purchase Capacity is a measure of Merchant’s current eligibility to be considered for a Purchase. It is not a committed facility, it is not an amount held or reserved for Merchant, it is not a credit limit, and it creates no obligation on Purchaser to enter into any Purchase. Purchaser may decline any Purchase Request in its sole discretion and without stating a reason.

2.3 Consumption

Each Purchase consumes Purchase Capacity in an amount equal to its Purchased Amount, inclusive of the Factor Fee and the Management Fee. Purchase Capacity is not measured by, and is not consumed by reference to, the Purchase Price.

At any time, Available Purchase Capacity equals Purchase Capacity less the aggregate Outstanding Purchased Amount of all Purchases then outstanding. The Outstanding Purchased Amount of a Purchase is net of all amounts already remitted in respect of that Purchase.

2.4 Restoration

Purchase Capacity is restored progressively. Each amount remitted in respect of a Purchase reduces that Purchase’s Outstanding Purchased Amount by the amount remitted, and increases Available Purchase Capacity by the same amount. Restoration does not wait for a Purchase to complete. What is restored is Merchant’s eligibility to be considered for a further Purchase. No amount revolves, no balance is carried forward from one Purchase to another, and no charge accrues on any restored amount.

2.5 Concurrent Purchases

Merchant may have no more than the number of Purchases set out in the Facility Confirmation outstanding at any time. Each Purchase is separate from every other Purchase and stands on its own terms.

2.6 Reduction and Suspension

Purchaser may reduce Purchase Capacity, including to zero, or suspend Merchant’s eligibility for further Purchases, at any time on the grounds set out in Section 8. A reduction or suspension does not affect any Purchase already created, which continues on its own terms.

3. TERMS ON WHICH PURCHASES OCCUR

3.1 Terms Accepted at Enrollment

By accepting this Agreement, Merchant accepts the terms on which any Purchase under it will occur, being:

(a) the Factor Rates set out in the Facility Confirmation, each fixed for its Term Band;

(b) the number of Remittance Periods associated with each Term Band;

(c) the Remittance Period frequency set out in the Facility Confirmation;

(d) the Management Fee and returned payment fees set out in the Facility Confirmation and in the Master Terms;

(e) the minimum and maximum Purchase Price set out in the Facility Confirmation; and

(f) the Early Remittance Concession period set out in the Facility Confirmation.

3.2 Merchant’s Election

For each Purchase, Merchant elects the Purchase Price and the Term Band. Those two elections determine every other figure by application of the Facility Confirmation.

The Purchase Price Merchant may elect is limited by the Purchased Amount it produces. Merchant may elect any Purchase Price that is within the minimum and maximum set out in the Facility Confirmation and that produces a Purchased Amount not exceeding Available Purchase Capacity. Because the Purchased Amount of a Purchase exceeds its Purchase Price, the maximum Purchase Price available to Merchant at any time is less than Available Purchase Capacity.

3.3 No Purchaser Discretion at Purchase

Purchaser does not set any rate, fee, or term at the time of a Purchase. The Factor Rate applied to a Purchase is the rate set out in the Facility Confirmation for the Term Band Merchant elected. Purchaser’s only determination at the time of a Purchase Request is whether to proceed with it.

3.4 Amendment of the Facility Confirmation

Purchaser may issue an amended Facility Confirmation on not less than thirty (30) days’ written notice to Merchant. An amendment applies only to Purchases created after it takes effect. No amendment affects the Factor Rate, Purchased Amount, Management Fee, or Term of any Purchase already created.

4. CREATION OF A PURCHASE

4.1 Purchase Request

Merchant submits a Purchase Request specifying a Purchase Price and a Term Band.

4.2 Conditions

Purchaser will consider a Purchase Request only where, at the time of the request:

(a) Merchant’s identity and business verification under Section 24 of the Master Terms remain current;

(b) Merchant’s business bank account remains connected and accessible to Purchaser;

(c) Merchant’s eligibility is not suspended under Section 8;

(d) the Purchased Amount that would result from the Purchase Request does not exceed Available Purchase Capacity, and the Purchase Price is within the minimum and maximum set out in the Facility Confirmation; and

(e) the resulting number of outstanding Purchases would not exceed the limit in the Facility Confirmation.

4.3 Schedule A

Where Purchaser is prepared to proceed, it issues a Transaction Disclosure Summary (Schedule A) for that Purchase, setting out the Purchase Price, Factor Rate, Factor Fee, Management Fee, Purchased Amount, Estimated Remittance Amount, Term, first and estimated final remittance dates, Early Remittance Concession details, and Pre-Authorized Debit particulars.

4.4 Acceptance

Merchant accepts the Schedule A electronically. The Purchase is created upon acceptance and not before. Purchaser records the date, time, IP address, and version of this Agreement, the Master Terms, and the Facility Confirmation in force at that moment, and that record is evidence of Merchant’s acceptance of that Purchase.

4.5 Disbursement

Purchaser shall pay the Purchase Price to the account identified in the Schedule A within two (2) Business Days of acceptance.

4.6 Each Purchase Stands Alone

Each Purchase is governed by its own Schedule A together with this Agreement and the Master Terms. Purchases are not consolidated, netted, combined, novated, or refinanced into one another, and no aggregate amount is at any time owed by Merchant. The completion, adjustment, or difficulty of one Purchase does not affect any other Purchase.

5. REMITTANCE OF CONCURRENT PURCHASES

5.1 Separate Remittance

Each Purchase is remitted separately in accordance with the Master Terms and its own Schedule A. Where more than one Purchase is outstanding, the Estimated Remittance Amount for each is debited separately, identified to that Purchase, and applied to that Purchase alone. Amounts are never combined into a single debit.

5.2 Remittance Dates

The remittance schedule for each Purchase is anchored to the date that Purchase was created. Where a scheduled remittance for one Purchase would fall on the same Business Day as a regularly scheduled remittance for another Purchase, the later-created Purchase’s remittance is debited on the next Business Day, so that no more than one regularly scheduled remittance is debited on any single Business Day in accordance with Section 3.7 of the Master Terms.

5.3 Unidentified Payments

Where Purchaser receives an amount from Merchant that is not identified to a particular Purchase, it is applied to the earliest created Purchase then outstanding, and thereafter in order of creation, unless Merchant directs otherwise in writing at the time of payment.

5.4 Returned Payment Fees

Returned payment fees are assessed per Purchase in accordance with Section 4.3 of the Master Terms. A returned payment fee is collected as a separate charge and neither reduces nor increases the Purchased Amount of any Purchase, and does not extend the Term of any Purchase.

5.5 Completion

A Purchase is complete when its Purchased Amount has been remitted in full, upon early completion under Section 3.6 of the Master Terms, or upon application of the Early Remittance Concession under Section 6.

6. EARLY REMITTANCE CONCESSION

6.1 The Concession

Each Purchase carries an Early Remittance Concession. If Merchant remits an amount equal to the Purchase Price of that Purchase, together with the Management Fee, on or before the date stated in the applicable Schedule A, the Factor Fee for that Purchase is waived, the Purchased Amount for that Purchase is reduced accordingly, and that Purchase is complete.

6.2 Fixed at Purchase

The Early Remittance Concession is a pricing term of the Purchase, fixed at the time the Purchase is created. Where the concession does not apply, the Purchased Amount, Factor Fee, and Factor Rate set out in the Schedule A apply for the remaining life of that Purchase and do not change. No charge accrues, compounds, or increases by reason of the concession not applying, and the Factor Fee is not increased by any delay in remittance.

6.3 Applies Per Purchase

The Early Remittance Concession applies separately to each Purchase, and the period for each Purchase runs from the date that Purchase was created. The concession applying or not applying to one Purchase has no effect on any other Purchase.

6.4 Relationship to Section 3A of the Master Terms

The Early Remittance Concession is a Pricing Concession for the purposes of Section 3A of the Master Terms. Section 3A.3 does not apply to it: the concession is conditional solely on remittance within the period stated in the Schedule A, and not on Merchant’s performance of any other obligation. Where the concession does not apply, Standard Pricing as set out in the Schedule A applies without recalculation.

6.5 No Penalty

The Parties acknowledge that this Section 6 is not a penalty or liquidated damages provision, and that the pricing set out in each Schedule A reflects the Parties’ bargain absent the concession. Nothing in this Section 6 affects the characterization of any Purchase as a true sale of future Receivables under Section 5 of the Master Terms.

7. REDUCED RECEIVABLES

Merchant may request an adjustment to Estimated Remittance Amounts under Section 3.4(b) of the Master Terms. A single determination is made in respect of Merchant against the Receivables baseline set out in the Facility Confirmation, and any approved adjustment applies proportionally to each outstanding Purchase. An adjustment changes the amount and timing of Estimated Remittance Amounts only. It does not change the Purchased Amount, Factor Fee, Factor Rate, or Management Fee of any Purchase.

8. SUSPENSION AND TERMINATION

8.1 Suspension of Eligibility

Purchaser may suspend Merchant’s eligibility for further Purchases where:

(a) identity or business verification has lapsed or cannot be confirmed;

(b) Merchant’s business bank account is no longer connected or accessible to Purchaser;

(c) an Event of Breach under Section 8 of the Master Terms has occurred in respect of any Purchase;

(d) a remittance in respect of any Purchase has been returned and not cured; or

(e) Purchaser’s underwriting no longer supports the assigned Purchase Capacity.

8.2 Termination

Either Party may terminate this Agreement on written notice. Purchaser may terminate immediately in any circumstance listed in Section 8.1. Termination ends Merchant’s eligibility for further Purchases.

8.3 Effect on Outstanding Purchases

Suspension or termination affects future Purchases only. Every Purchase created before suspension or termination continues on its own terms until complete, and this Agreement, the Master Terms, and the applicable Schedule A continue to apply to it. Sections 5, 6, 7, and 9 survive termination in respect of each outstanding Purchase.

9. RELATIONSHIP TO THE MASTER TERMS

The Master Terms govern what each Purchase is and how it operates, including the nature of the sale, ownership and trust, remittance obligations, the revenue decline adjustment, breach, guarantee, privacy, governing law, and dispute resolution. This Agreement governs how and when Purchases may be created and how concurrent Purchases are administered. Each Schedule A sets out the terms of one Purchase.

Where this Agreement and the Master Terms address the same matter, the Master Terms govern except where this Agreement expressly provides otherwise. Nothing in this Agreement modifies the characterization of any Purchase as a true sale of future Receivables, and no provision of this Agreement shall be construed as creating a loan, credit facility, line of credit, or revolving obligation of any kind.

10. ELECTRONIC ACCEPTANCE AND RECORDS

This Agreement and each Schedule A are formed electronically under British Columbia’s Electronic Transactions Act, SBC 2001, c. 10. Merchant’s click of “I Accept” constitutes a valid electronic signature and binding acceptance, with the same legal effect as a handwritten signature.

Purchaser maintains an audit log capturing, for this Agreement and for each Schedule A, the date, time, IP address, accepting user, and the version of this Agreement, the Master Terms, and the Facility Confirmation in force at acceptance. A copy of each accepted Schedule A is delivered to Merchant by email and remains available to Merchant at any time on request to [email protected].

11. GUARANTOR

Where a Guarantor is identified at enrollment, the limited personal guarantee in Section 23 of the Master Terms applies to each Purchase created under this Agreement, on the terms set out there. That guarantee is limited solely to the bad acts described in Section 23.2 of the Master Terms. The Guarantor does not guarantee payment or collection of the Purchased Amount of any Purchase, Merchant’s ability to generate Receivables, or any shortfall arising from a decline in Merchant’s business.

12. NOTICES

All notices under this Agreement shall be in writing and sent by email to the address provided by Merchant at enrollment, or to Purchaser at [email protected]. Notice of an amended Facility Confirmation under Section 3.4 is given by email and takes effect on the date stated in the notice.