Create and share gorgeous payment links to let your customers pay online
Version 1.0, 16th November 2023
By using the working capital services (“Working Capital Services”) provided by Nomod Inc. and its subsidiaries and affiliates (collectively, “Nomod”, “us” or “we”), you agree to be bound by the Terms of Service (“Terms of Service”), the Card Services terms and conditions (“Card Services Terms”), these additional terms and conditions (“Working Capital Terms”) and all other terms, policies, and guidelines applicable to the Services (as defined in the Terms of Service) used. Together, these contain the terms of your agreement with Nomod for use of the Working Capital Services. Defined terms will have the same meaning as those found in the Terms of Service or Card Services Terms, unless otherwise re-defined herein.
“Existing Obligation Amount” is the sum of any amounts already owed by you to Nomod before a new Working Capital Line is made available to you;
“Outstanding Balance” means the Repayment Balance for a given Working Capital Line, less the sum of any amounts already received by Nomod as repayment in accordance with Section 5 (the “Obligation to Repay”);
“Receivables” means the total amount of receivables resulting from bona-fide sales of your goods and services, using widely accepted credit, debit, prepaid, or gift cards with a Network logo which are acceptable to Nomod (collectively, the “Accepted Cards”) or such other payment method deemed acceptable to Nomod;
“Repayment Balance” means, at any time, the the total amount that has been utilised of a given Working Capital Line, plus any fees or amounts that Nomod may charge or add under these Working Capital Terms;
“Repayment Date” means each date indicated in the Working Capital Overview that the Scheduled Repayment Amounts for a given Working Capital Line are due to be paid to Nomod;
“Scheduled Repayment Amount” means the portion of the Repayment Balance that needs to be paid on a given Repayment Date, as specified in the Working Capital Overview;
“Working Capital Available Limit” means, at any given time, the Working Capital Limit minus the Outstanding Balance;
“Working Capital Limit” means the amount of credit being offered to you in the specified currency, by Nomod, in the corresponding Working Capital Line;
“Working Capital Line” means each credit facility provided to you by Nomod under these Working Capital Terms;
“Working Capital Overview” means the fees, repayments, limits, and other terms governing your Working Capital Line displayed in the Nomod app;
“Working Capital Transaction” means a purchase made using the Working Capital Line provided under the Working Capital Services;
“Working Capital Transaction Fee” means the fees applied to each Working Capital Transaction payable to Nomod for providing the Working Capital Line and administering the Working Capital Services, as indicated in the Working Capital Overview.
2.1 The Working Capital Services are credit facilities provided to you by Nomod to be used for business purposes only, and by using the Working Capital Services on behalf of a business, that business accepts these terms. Any proceeds from these Working Capital Terms, including the amount of credit provided by Nomod under these Working Capital Services, will not be used for personal, family or household purposes. You understand that you are not receiving a consumer loan, and that statutory and regulatory protections for consumers will not apply to your loan. You also understand that Nomod (and/or its agents and assignees) will not confirm whether the use of any funds provided conforms to this section. You agree that a breach of the provisions of this section will not affect Nomod’s (and/or any of its agents or assignees) right to (i) enforce your promise to pay for all amounts owed under these Working Capital Terms, regardless of the purpose for which the funds are in fact obtained or (ii) use any remedy legally available to Nomod (and/or its agents and assignees), even if that remedy would not have been available had the funds been provided for consumer purposes.
2.2 The Working Capital Services are offered by Nomod to certain eligible businesses, determined by us at our sole discretion.
2.3 If you are eligible for the Working Capital Services, you will be notified in the Nomod app. By accepting the Working Capital Terms, you will be able to access the Working Capital Services. Your agreement with and acceptance of these Working Capital Terms will continue in full force and effect until these Working Capital Terms are terminated. These Working Capital Terms will apply to all Working Capital Lines that are presented to you during the period commencing on the date you accept these Working Capital Terms and ending on the date that these Working Capital Terms are terminated. The terms of your current Working Capital Line will be displayed in the Nomod app.
3.1 At inception of the Working Capital Line, the Working Capital Limit will be made available to you. We will add the Working Capital Limit to the Card Balance of a Virtual Card (as defined in the Card Services Terms) that we generate specifically for use with the Working Capital Services (the “Working Capital Virtual Card”). The Working Capital Virtual Card can be used to conduct Working Capital Transactions with the Working Capital Line.
3.2 Each time you conduct a Working Capital Transaction, you will be charged the Working Capital Transaction Fee, in addition to any applicable Transaction Fees (as defined in the Card Services Terms). The sum of (a) the amount of the purchase, (b) the Working Capital Transaction Fee on that purchase, and (c) the applicable Transaction Fees on that purchase, will be deducted from the Working Capital Available Limit. The transaction will be declined if your Working Capital Available Limit is too low.
3.3 The Working Capital Limit is determined by us at our sole discretion, based on a number of factors, including, but not limited to, the activity on your Nomod Account. Any new Working Capital Limit made available to you may be higher or lower than your previous Working Capital Limit.
3.4 We may suspend your ability to use the Working Capital Services without prior notice.
4.1 Refunds of transactions made using the Working Capital Line are subject to the merchant’s refund policy. Any refund issued by a merchant will be reflected in both the Working Capital Available Limit and the Repayment Balance. The Working Capital Transaction Fee will not be refunded.
5.1 You agree to pay Nomod the Scheduled Repayment Amounts on their corresponding Repayment Dates, as indicated in the Working Capital Overview, and any other amount resulting from late or missed payments. You must pay the amounts owed on time without the need for any specific demand from us. A new Working Capital Line will not be made available to you until all existing amounts owed to Nomod by you have been paid.
5.2 Each day, Nomod will withdraw an amount from your Account Balance (as defined in the Terms of Service) while you have an Outstanding Balance that is greater than zero, in order to meet the Scheduled Repayment Amount.
5.3 If your Account Balance is insufficient to meet the Scheduled Repayment Amount on any given Repayment Date, the missed payment will not be deducted from your Outstanding Balance, and will remain due and payable. Any missed payments must be made in full on or before the Repayment Dates indicated in the Working Capital Overview in your Nomod app.
5.4 The Nomod app will indicate the Repayment Balance, Scheduled Repayment Amounts, the Repayment Dates, any other amount resulting from late or missed payments and the ways that you can pay the amounts owed to Nomod. You may also receive a payment due email before a Repayment Date containing this information. You should ensure emails from Nomod are not being filtered out of your inbox or sent to a spam folder. If you do not receive an email, your payment will still be due on the Repayment Date.
5.5 We will only accept payments using a method indicated in the Nomod app. We will not accept any other form of payment.
5.6 Nomod reserves the right to debit (a) the Card Account linked to your Working Capital Virtual Card and/or (b) your Accounts, as defined in the Terms of Service, to recover amounts owed, without prior notice.
5.7 We may accept and process payments without losing any of our rights. We may resubmit and collect returned payments electronically. If necessary, we may adjust your Repayment Balance to correct errors, process returned and reversed payments, and handle similar issues.
5.8 Nomod reserves the right to withhold any amount from your Receivables and/or Account Balance while you have an Outstanding Balance that is greater than zero. Any such amount will be used to reduce the amount of your Outstanding Balance.
6.1 You may repay the Repayment Balance in full or in part at any time before the Repayment Date by using the repayment option in the Nomod app.
7.1 Except as otherwise stated herein, these Working Capital Terms shall remain in full force and effect until all amounts owed to Nomod have been paid.
7.2 Nomod may choose to terminate these Working Capital Terms at any time, and by doing so, all amounts owed to Nomod will become immediately payable.
7.3 You may terminate these Working Capital Terms at any time by paying all amounts owed to Nomod.
8.1 Electronic Signature. In order to receive the credit provided by Nomod under the Working Capital Services, Nomod must provide certain disclosures required by law. By submitting your application, which you hereby adopt as your electronic signature, you consent and agree that:
a. Nomod can provide all disclosures required by law and other information about your legal rights and duties to you electronically, including by e-mail, a website portal or mobile phone application
b. Your electronic signature on agreements and documents has the same effect as if you signed them in ink and is evidence of your intention to be bound by these Working Capital Terms c. Electronic disclosures have the same meaning and effect as if you were provided paper disclosures
d. Disclosures are considered received by you within twenty four (24) hours of the time posted to Nomod’s website, or within twenty four (24) hours of the time emailed to you unless Nomod receives notice that the email was not delivered
f. Nomod is responsible for sending notice of the disclosures to you electronically, but Nomod is not responsible for any delay or failure in your receipt or review of the email notices
8.2 Access to Disclosures. You understand that in order to access and retain the electronic disclosures you will need the following:
a. A computer or mobile device with internet or mobile connectivity
b. For desktop website-based communications:
i. Latest web browser that includes 256-bit encryption
ii. The browser must have cookies enabled. Use of browser extensions may impair full website functionality
iii. Minimum recommended browser standards are Mozilla Firefox latest version (see http://www.mozilla.com for latest version), Apple Safari latest version (see http://www.apple.com/safari for latest version), or Chrome latest version (see http://www.google.com/chrome for latest version)
c. For mobile-based communications:
i. A latest device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store; and
ii. The latest version of Safari or Chrome on iOS or the latest version of Chrome for Android
d.Access to the email address and phone number used to create your Nomod Account
e. Sufficient storage space to save communications and/or a printer to print them
f. Use of spam filters may block or re-route emails from senders not listed in your email address book
8.3 Confirmation. You hereby confirm that you have access to the necessary equipment to receive, access and print any disclosures that may be provided in electronic form. You understand that withdrawing your consent to receive electronic communications will be deemed a breach of your obligations under these Working Capital Terms.
9.1 Covenants. You agree to comply with the performance covenants set forth in this Section 9 (the “Covenants”). In this regard, you irrevocably agree that until these Working Capital Terms has been terminated, you shall:
a. No Transfer. Not sell, transfer, assign or grant a security interest in the Receivables or the Account Balance to another party;
b. Seller Agreement. Comply with the Nomod Terms of Service, the Card Services Terms, these Working Capital Terms, and all other terms, policies and guidelines applicable to the Services (as defined in the Terms of Service) used;
c. Card Processing. Use Nomod exclusively for the processing of all of your payment card transactions pursuant to the Nomod Terms of Service and otherwise prevent the diversion of any of your Receivables to any provider other than Nomod;
d. Card Acceptance. Not take any action to discourage use of Cards as payment for Transactions or permit any event to occur that could have an adverse effect on the acceptance, authorisation or use of Cards by Customers, with the exception that you may impose any charge on card transactions permitted by the applicable Network Rules;
e. Purpose of Business. Maintain your business in substantially the same manner as it existed as of the date of accepting these Working Capital Terms;
f. Business Conduct. Conduct your business in a manner consistent with past practice unless you provide prior written notification to Nomod (and its agents and assignees, as applicable);
g. Nomod Account. Maintain your Nomod Account in good standing pursuant to the Terms of Service and any applicable additional terms;
h. Network Compliance. Remain in full compliance with applicable Network Rules and not be classified as a “higher risk” or other similar designation by any Network;
i. Business Name. Conduct your business under the name provided herein and maintain any and all of your physical or virtual places of business, unless you provide prior written notification to Nomod;
j. Control of Business. Not allow another person or company, including without limitation a franchisor company (if you are a franchisee), to assume or take over the operation and/or control of your business or business location, whether physical or virtual;
k. Sale of Business. Not sell, dispose, convey or otherwise transfer any of your business or assets (other than in the ordinary course of business), or grant any lien not in effect on the date of date of accepting these Working Capital Terms on any Receivables, without Nomod’s prior written consent;
l. Requests from Nomod. Respond to Nomod (including its agents, assignees and service providers) within two (2) business days, or such longer period as determined solely in Nomod’s (including its agents, and assignees and service providers) discretion, of receiving a reasonable request from Nomod (including its agents, and assignees and service providers) for information and provide all such requested information;
m. Cooperation. Cooperate fully with Nomod (including its agents, assignees and service providers) to take all necessary actions to effectuate each of its obligations hereunder, including but not limited to signing any and all documents Nomod (including its agents, assignees and service providers) deems necessary and furnishing Nomod with such information (including updated financial statements) as Nomod may reasonably request from time to time;
n. Inspection. Permit Nomod (including its agent and assignee), at Nomod’s discretion, to perform a site inspection of your business, without notice to you, at any reasonable time until these Working Capital Terms has been terminated;
o. Taxes. Promptly pay all applicable federal, state, and local taxes, including but not limited to employment, sales, and use taxes;
p. Credit Default. Repay each Repayment Balance when due as agreed in these Working Capital Terms; and
q. Decline in Receivables. Not cause, either by direct action or inaction, the amount of Receivables processed through your Nomod Account in any thirty (30) day period to be fifty (50) percent or less of the monthly minimum amount of Receivables processed through your Nomod Account in the twelve (12) months prior to such period
10.1 You represent and warrant that as of the date of accepting these Working Capital Terms and so long as any of the Repayment Balance remains outstanding:
a. Capacity. You or your Representative executing these Working Capital Terms has the legal capacity to do so, is at least eighteen (18) years of age, and is authorised on behalf of your business to do so, with all necessary power and authority to bind the business to these Working Capital Terms;
b. Encumbrance of Receivables. You have not sold, will not sell, and are not subject to any other contract that provides for the sale, assignment or any other transfer of any interest in your Receivables or your Account Balance. Your Receivables and Account Balance are not subject to any claims, charges, liens, restrictions, encumbrances or security interests in favour of a third party and no holder of such interest in your Receivables and Account Balance is currently exercising its remedies in connection with such interest. Receivables are and will be bona fide and existing obligations of your Customers arising out of the sale of goods and/or services in the ordinary course of your business;
c. Reliance on Information. You acknowledge that Nomod (including its agents, assignees and service providers) has and will continue to rely upon the validity, accuracy and completeness of all information (financial and otherwise) provided by you, your Representative or on behalf of your business in connection with Nomod’s obligations hereunder;
d. Approvals. You possess and are in compliance with all permits, licences, approvals, consents and any other authorisations necessary to conduct your business. You are in compliance with, and the execution of these Working Capital Terms and consummation of the transaction contemplated herein will not conflict with, (i) any and all applicable federal, state and local laws and regulations, (ii) any agreements to which you are a party, and (iii) your articles or certificate of incorporation, bylaws, or other organisational documents. You possess all requisite permits, authorisations and licences to own, operate and lease your properties and to conduct the business in which it is presently engaged;
e. Authorisation. You have the power and authority to enter into and perform your duties and obligations under these Working Capital Terms and any documents required to facilitate the transactions contemplated by these Working Capital Terms. You are not a party to any contract or aware of any existing situation that would prevent you or your business from entering into or performing your obligations under these Working Capital Terms. You have taken all necessary action to authorise your respective execution and delivery of, and performance under, these Working Capital Terms;
f. Other Proceedings and Bankruptcy. There is no action, suit, claim, investigation or legal, administrative, or arbitration proceeding pending or currently threatened whether at law or in equity or before any federal, state, local, foreign or other court, governmental department, commission, board, bureau, agency or instrumentality (collectively, “Governmental Authorities”) against you or your business. You have not declared bankruptcy within the past seven (7) years and are not currently contemplating the filing of a bankruptcy proceeding or closing or materially modifying your business. You and your business are solvent and financially capable of fulfilling your obligations under these Working Capital Terms;
g. Good Standing. Your business is validly existing and in good standing under any applicable laws of its state of organisation. You and your business have all requisite power and authority to own, lease, pledge and operate its properties and assets and to carry on its business as presently conducted;
h. Conflicts With Other Agreements. The execution and delivery of, the consummation of the transactions contemplated hereunder, and compliance with the provisions of these Working Capital Terms, do not and will not conflict with other agreements to which you are a party or beneficiary, or result in any of the following: (i) violation or default of other agreements to which you are a party; (ii) entitlement of any person or entity to receipt of notice or right of consent; (iii) a right of termination, cancellation or acceleration of any obligation or to loss of a benefit; (iv) any increased, additional, accelerated or guaranteed rights or entitlement of any person or entity; or (v) creation of any claim on the properties or assets of you or your business;
i. Compliance With Laws. You and your business are in compliance with all statutes, rules, regulations, orders or restrictions of all applicable Governmental Authorities and all Network Rules. All federal, state, local and foreign tax returns and tax reports, and all taxes due and payable arising there from required to be filed by you have been or will be filed and paid, on a timely basis (including any extensions). All such returns and reports are and will be true, correct and complete. You and your business have no material liabilities and, to the best of your knowledge, know of no material contingent liabilities, except current liabilities incurred in the ordinary course of business;
j. Purpose of Proceeds. Any credit extended under these Working Capital Terms is solely for business purposes and not for personal, family or household use
11.1 Security Interest. You agree to take such action as may be reasonably requested by us to perfect the security interest you have granted to Nomod in these Working Capital Terms, including but not limited to:
a. To secure your obligations to repay the Repayment Balance, you hereby grant, assign and pledge to Nomod, a continuing and unconditional lien on and security interest in and to all your business assets, including your Receivables and any other funds in your Accounts;
b. These Working Capital Terms shall constitute written notice to all interested parties of the Nomod’s security interest in all your business assets, including your Receivables and your Accounts;
c. You acknowledge and agree that so long as any of your Repayment Balance remains outstanding, your Accounts and any funds held from time to time therein shall be under the sole dominion and control of Nomod. Neither you nor any other person or entity, acting by, through or under your business, shall have any control over the use of, or any right to withdraw any amount from your Accounts. Notwithstanding the foregoing, this Section 11.1c shall be deemed to be waived by Nomod until such time as the occurrence of a breach of your obligations under these Working Capital Terms;
d. The security interest created in favour of Nomod by these Working Capital Terms secures the payment and performance of all amounts owed to Nomod (or its agent or assignee) of your Repayment Balance under these Working Capital Terms and in respect of the Accounts (including reasonable attorney’s fees and expenses) so long as any amounts owed to Nomod (or its agent or assignee) remain outstanding
11.2 Transactional Information. You hereby agree to provide to Nomod, from time to time upon request, transaction files maintained by you, and any other information related to past payment processing volumes or the transactions contemplated by these Working Capital Terms, whether for the purpose of audit or otherwise.
11.3 Effect of Multiple Nomod Accounts. Any attempt to receive your payment card processing proceeds through multiple Nomod Accounts shall entitle Nomod to consider any such Nomod Accounts as part of your Nomod Account for purposes of these Working Capital Terms. Nomod (including its agent or assignee) may, at its option, (i) provide you with notice that additional Nomod Accounts are now considered part of your Nomod Account under these Working Capital Terms or (ii) exercise its other remedies under these Working Capital Terms. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.
11.4 Satisfaction of Existing Obligation. In order to receive funds under these Working Capital Terms, you must fully satisfy any Existing Obligation Amount. Funds under these Working Capital Terms will not be made available until you have fully repaid such Existing Obligation Amount. The Existing Obligation Amount due will be deducted from the credit amount provided by Nomod under these Working Capital Terms for such repayment before any remaining proceeds are made available to you.
11.5 Authorisation to Obtain Credit Report. You give Nomod authorisation to obtain reports and related information about you, your business, your financial associates, and in certain limited circumstances other members of your family or business, from one or more credit reporting agencies to consider any credit extended, or intended to be extended, through these Working Capital Terms. Details of our search and your use of the Working Capital Services may be added to their records about you, including the details of any financial associates. This may be seen by other organisations that make searches about you. It is important that you provide us with accurate information. If you believe that we have reported inaccurate information about you to a credit bureau or other reporting agency, notify us in writing at [email protected]. When you write in, please tell us the specific information that you believe is incorrect and why you believe it is incorrect.
12.1 We will be entitled to require you to immediately pay all amounts that you owe to us, if:
a. You do not make a scheduled repayment when it is due;
b. Any payment you make is rejected, not paid, or cannot be processed;
c. You are the subject of a court action which has the effect of taking away from your control of the whole or a substantial part of your assets;
d. You file or become the subject of a bankruptcy or insolvency proceeding, including a petition for your winding up being presented to the court, a resolution for your voluntary winding up being passed, or a receiver or an administrator being appointed in respect of some or all of your assets;
e. If you are a partnership, upon the taking of any steps to dissolve or wind-up the partnership;
f. You undergo a change of control;
g. You commence negotiations with one or more of your creditors with a view to rescheduling any of your indebtedness;
h. You are unable or unwilling to repay your obligations, including upon death or legally declared incapacity;
i. We determine, in good faith, that you made a false, incomplete or misleading statement to us, or you otherwise tried to defraud us;
j. We reasonably consider that due to an act or omission of you, or connected with you, our reputation would be at risk if we were to continue with these Working Capital Terms;
k. You do not comply with any term of these Working Capital Terms, the Terms of Service, the Card Services Terms, or any other agreement with us;
l. You permanently reside outside the country that you selected as your country of residence or place of business when you signed up to use the Services (as defined in the Terms of Service)
12.2 Effect of Breach. If you breach any of your obligations, or any of your representations, warranties or covenants found in these Working Capital Terms, Nomod or its agent or assignee shall be entitled to, in our sole discretion, without notifying you unless required by law, take certain actions with respect to the credit provided to you under the Working Capital Services. This can include, but is not limited to, the following actions:
a. Charge you late fees if we do not receive a repayment on time;
b. Charge you collection fees from the date of your breach or default;
c. Charge you all costs and expenses we, or our agents, incur in responding to enquiries, dealing with matters, and recovering amounts owed, in relation to your use of the Working Capital Services and breach of these Working Capital Terms;
d. Restrict your use of one or more of the Services, Card Services, and Working Capital Services; e. Amend your Repayment Date;
f. Demand immediate repayment of the Repayment Balance. You agree to pay the Repayment Balance within five (5) business days after receipt of such notice, or such longer period of time as requested by Nomod or its agent or assignee;
g. Bring a claim in court or arbitration against you, or pursue another action that is not prohibited by law. If we prevail, you agree to pay our court costs, expenses and attorney fees, unless the law does not allow us to collect these amounts
12.3 Enforcement. Nomod and its agents and/or assignees each have the right to enforce the repayment of the Repayment Balance pursuant to the terms of these Working Capital Terms, and in the instance of nonpayment of Repayment Balance will enforce those rights against your business assets, including but not limited to the property and interests described in Section 11.1 above. This does not limit your duties and performance obligations under these Working Capital Terms, including but not limited to your payment obligation in Section 5 and Nomod’s enforcement rights.
12.4 You acknowledge that, except as otherwise prohibited by law, Nomod will have the right to apply, charge or set off against your Accounts any indebtedness or other obligations which you or any owner owe us, at any time, without any further notice to or demand on you, whether the indebtedness or other obligations exist at the time the account is opened or arise later. The indebtedness includes, without limitation, all charges incurred on any account you hold with Nomod. You agree that Nomod may set off against the Accounts any claim which we have against you without regard to the source or ownership of the funds in the account and without requirement that the claim be owed to us by all of the account owners. You also agree that, to the extent allowed by law, Nomod may set off any indebtedness or other obligations which you owe us against any other account or property in which you have an ownership interest that is in Nomod’s possession or control.
13.1 Modifications, Amendments. We may vary these Working Capital Terms to reflect alterations in the nature and extent of the Services supplied by us having regard to our systems capabilities and market practice or to rectify errors, inconsistencies, ambiguities or omissions.
13.2 Waiver. Our failure to assert, or delay in exercising, any right or provision under these Working Capital Terms shall not constitute a waiver of such right or provision. No waiver of any term of these Working Capital Terms shall be deemed a further or continuing waiver of such term or any other term.
13.3 Consequences of Your Withdrawal of Consent to Receipt of Electronic Communications. You agree that Nomod may provide communications relating to these Working Capital Terms and the transactions contemplated herein electronically. Nomod reserves the right to close your Nomod Account if you withdraw consent to receive electronic communications, which closure shall be treated in all respects by Nomod as a breach by you of a covenant in Section 9 of these Working Capital Terms, and which shall entitle Nomod to exercise the remedies set forth in Section 12 of these Working Capital Terms, and which in turn, shall obligate you to pay the Repayment Balance in full.
13.4 Notices. Except as otherwise stated, notices to Nomod must be sent electronically to [email protected].
13.5 Binding Effect. These Working Capital Terms shall be binding upon and inure to the benefit of Nomod and their respective successors and assigns, except that you shall not have the right to assign your rights hereunder or any interest herein without the prior written consent of Nomod, which consent may be withheld in Nomod’s sole discretion. Nomod (including its agents, assignees and service providers) reserves the right to sell, transfer or assign these Working Capital Terms and any obligation hereunder with or without prior notice to you.
13.6 Costs to Enforce Payable by You. Nomod shall be entitled to receive from you, and you shall pay, all reasonable costs associated with a breach by you of any of your obligations, covenants, or representations and warranties, under these Working Capital Terms and the enforcement thereof, including but not limited to returned cheque fees, court costs and attorneys’ fees. For this purpose, “reasonable costs”' shall include the costs, including attorneys’ fees, associated with defending, protecting, or enforcing Nomod’s rights under these Working Capital Terms including in any bankruptcy proceeding. If you file an action or commence arbitration against Nomod and the matter is dismissed, or Nomod prevails in the matter, you agree to pay all of the Nomod’s attorneys’ fees and costs incurred in the matter, whether in court or arbitration.
13.7 Indemnification. In addition to all rights and remedies available to the parties hereto at law or in equity, you shall indemnify Nomod (and its respective employees, directors, agents, affiliates and representatives) (collectively, the “Indemnified Persons”), and hold harmless from and against and pay on behalf of, or reimburse each such Indemnified Person, as and when incurred, for any and all loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of such Indemnified Persons or any third party, including but not limited to penalties, reasonable attorneys’ fees, expenses, and all amounts paid in investigation, defence, enforcement, or settlement of any of the foregoing, that any such Indemnified Persons may suffer, sustain, incur or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:
a. any misrepresentation or breach of warranty by you under these Working Capital Terms; or
b. any non-fulfilment, default or breach of any covenant or agreement by you in these Working Capital Terms.
13.8 Enforceability of Representations. All representations, warranties, and covenants herein will be enforceable upon the execution and delivery of these Working Capital Terms and will continue in full force and effect until these Working Capital Terms has been terminated.
13.9 Severability. Should any provision of these Working Capital Terms be determined to be invalid or unenforceable under any law, rule, or regulation, including any Network Rule, such determination will not affect the validity or enforceability of any other provision of these Working Capital Terms. In the event that any provision of these Working Capital Terms is held to be invalid, illegal, prohibited, or unenforceable for any reason in any jurisdiction, such provision, as to such jurisdiction, shall, to the fullest extent permitted by applicable law, be ineffective without invalidating the remaining provisions of these Working Capital Terms or affecting the validity or enforceability of such provision in any other jurisdiction.
13.10 Complete Agreement. These Working Capital Terms, and any addendum and forms provided herewith, along with any other Nomod agreements referenced herein, contain the complete agreement and understanding between you and Nomod, and supersedes all prior contracts and understandings relating to the matter of these Working Capital Terms unless otherwise specifically reaffirmed or restated herein.
13.11 Governing Law and Jurisdiction:
a. Subject to the Jurisdiction Specific Terms below which apply depending on where you are based and/or receive services from us, these Working Capital Terms shall be governed by and construed in accordance with the laws of England & Wales, and the parties irrevocably agree that the English courts shall have exclusive jurisdiction over any claim or matter arising under or in connection with these Working Capital Terms.
b. Jurisdiction Specific Terms:
i. If you are based in or receive services from us in the United Arab Emirates, you agree that any dispute arising out of or in connection with these Working Capital Terms shall be resolved exclusively by the Courts of the Dubai International Financial Centre (”DIFC Courts”). The parties hereby irrevocably submit to the jurisdiction of the DIFC Courts for the purpose of any dispute, claim or legal action arising out of or in connection with these Working Capital Terms
ii. If you are incorporated in, or have assets in a country other than the one(s) listed above, we may choose to enforce any judgement in that relevant country
13.12 Limitation on Time to Initiate a Dispute. Unless otherwise required by law, an action or proceeding by you relating to any dispute arising under these Working Capital Terms must commence within six (6) months after the cause of action occurs or becomes enforceable.
13.13 Survival. This Section and Sections 13.5 Binding Effect, 13.6 Costs to Enforce Payable by Merchant, 13.7 Indemnification, 13.9 Severability, 13.10 Complete Agreement, 13.11 Governing Law, 13.12 Limitation on Time to Initiate a Dispute shall survive after you repay the Repayment Balance in full, including after the termination of these Working Capital Terms.
13.14 Disputes. If you have any dispute of any kind under these Working Capital Terms, you agree to promptly notify Nomod in writing of the dispute and all related facts.