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Credit Push Payment Terms

Effective Date: May 7, 2025

Version: V1.1

Previous Version: V1.0 – January 1, 2025

Entity: Klub Capital Technologies Limited (“KCTL”)

Regulated by: Financial Services Regulatory Authority (FSRA), Abu Dhabi Global Market (ADGM), Licence No. 220119

These Terms & Conditions (“Terms”) constitute a binding agreement between you, the Capital Partner (“you”, “your”), and Klub Capital Technologies Limited (“KCTL”, “we”, “us”, or “our”) regarding your use of the Capital Partner Platform (“CPP”), a digital infrastructure through which you may present, underwrite, and fund working capital products to eligible borrowers in the United Arab Emirates.

By onboarding as a Capital Partner or offering financing through the CPP, you agree to comply fully with the Terms set out below.

1. Scope of Relationship

KCTL operates a regulated private financing technology platform through which financing offers from authorised Capital Partners may be matched with eligible UAE-based borrowers. KCTL does not provide or act as a lender in the CPP unless specifically disclosed.

As a Capital Partner, you may configure and offer one or more of the following Products on the Platform, in accordance with FSRA rules and your regulatory authorisation:

  • Instant Settlement Advances: Advances repaid via weekly/fortnightly/customised sales set-offs.
  • Term Loans: Structured instalment loans with fixed repayment terms.
  • Revenue-Based Financing (RBF): Repayment via a fixed % of future revenue sales.
  • Invoice Discounting: Advance against verified B2B invoices, repaid upon debtor payment.

Each time a borrower selects and confirms your Product terms, a discrete financing agreement is deemed to exist between you and that borrower. KCTL acts as an infrastructure and servicing facilitator only and does not guarantee repayment or borrower performance.

2. Eligibility and Due Diligence Requirements

In order to participate in the CPP as a Capital Partner, you must:

  • Be a licensed financial institution, non-bank lender, private debt fund, or investment vehicle, authorised to engage in lending or credit-related activity in your jurisdiction, and eligible to conduct such activity with UAE-based borrowers.
  • Provide KCTL with all documents and disclosures reasonably requested for onboarding. These include, but are not limited to:
    • Certificate of incorporation and legal entity status;
    • Valid regulatory licence or financial services permission;
    • Audited financial statements for the last two years;
    • AML/KYC policy documentation and operational compliance framework;
    • Names and identity documents of directors, shareholders, or ultimate beneficial owners.
  • Undergo and pass KCTL’s Capital Partner due diligence, including but not limited to client categorisation, sanctions screening, background checks, and creditworthiness analysis before carrying on any regulated activity through the platform.

You agree to notify KCTL immediately if your regulatory status changes, your licence is revoked, or if you become subject to investigation or restriction by any financial authority.

3. Product Configuration and Borrower Selection Workflow

Product Setup

As a Capital Partner, you will be granted dashboard access where you may define your Product parameters. These may include:

  • Minimum and maximum loan amounts;
  • Acceptable tenors or duration;
  • Profit rates (fixed or variable);
  • Processing fees or charges;
  • Eligible borrower profiles or sales channels;
  • Advance-to-sales/invoice ratios.

Offer Presentation

Once configured, your Product offers will be displayed to eligible borrowers alongside competing offers, if any. Borrowers may evaluate all visible options and choose your offer based on their preference. KCTL does not influence or rank offers unless based on technical logic (e.g. relevance, eligibility).

Drawdown Process

When a borrower selects your Product, you will receive a drawdown request notification containing the borrower’s full application, supporting documents, repayment method, and repayment schedule. After reviewing the offer as per your own internal credit policy, underwriting models, you may choose to approve based on predefined criteria or manually approve within a given SLA (Service Level Agreement).

Disbursement

Upon your confirmation, you will either directly or through KCTL initiate fund transfer to the borrower’s registered UAE bank account, using your designated funding source. You must ensure adequate funds are available for timely disbursement.

4. Servicing, Collection & Reporting

Automated Repayment Collection

For Products involving sales-based or invoice-based repayment, KCTL will track borrower receivables and automatically set off owed amounts from settlement proceeds or customer payments. For scheduled term loans, KCTL based on your instructions will facilitate automated debits via standing instruction or payment gateway.

Shortfall and Overdue Management

If a borrower fails to make full repayment on the scheduled date:

  • KCTL will immediately notify both the borrower and you of the shortfall;
  • Borrowers will be granted a limited grace period (as per Product SLA) to top up manually;
  • Continued non-payment may result in escalation, legal notice, or collections as per your policy, for which you must provide required templates or legal support.

Reporting and Reconciliation

You will receive daily and/or weekly reports through the Platform including:

  • Disbursal status;
  • Repayment logs;
  • Outstanding balances;
  • Delinquency updates.

Wherever the disbursement and repayments are handled directly through you after approving the borrower through the Platform, you will have to place necessary processes in coordination with KCTL to update the payment statuses to keep the platform async. All reporting is accessible through a secure login or API, with export formats supported as needed.

5. Fees, Commission, and Settlement

Capital Partner Profit and Fees

You retain the right to set all economic terms for your Products, subject to local law and FSRA fair disclosure requirements. These terms must be clearly presented and confirmed by the borrower on the platform prior to drawdown.

KCTL Commission

For each successful disbursal, KCTL shall retain a pre-agreed platform commission, calculated as a percentage of the approved drawdown. The commission is deducted at source unless otherwise agreed. This will be mutually decided and form part of the contract entered into before onboarding as a capital partner.

Settlement and Payout

KCTL will remit all collections (net of commission) to your nominated bank account on a weekly, bi-weekly or monthly basis, based on your Product type and payout cycle.

6. Documentation and Custom Requirements

You acknowledge that KCTL may require additional documentation from you in relation to:

  • Capital adequacy and liquidity;
  • Source of funds (if not institutional);
  • Legal templates for term sheets, drawdown notices, demand letters, and enforcement;
  • Default interest terms, grace period policies, and waiver provisions;
  • Regulatory declarations specific to FSRA jurisdiction.

You agree to provide such documentation prior to Product launch, and update it on request.

7. Regulatory Compliance and Obligations

You confirm that you are in full compliance with applicable laws in your home jurisdiction, and that you have all regulatory approvals necessary to lend into the UAE market, whether via passporting, exemptions, or partnership with KCTL.

You agree to comply with the rules and expectations of the FSRA where applicable, including:

  • Clear, fair and non-misleading offer presentation;
  • No discriminatory borrower selection;
  • Fair dispute resolution mechanisms;
  • Consent-based access and data usage.

KCTL may share transaction data with FSRA and other relevant authorities upon request or as part of regular audits. You consent to such disclosures.

8. Confidentiality and Use of Information

All data accessed via the Platform—including but not limited to borrower profiles, applications, sales data, KYC documents, and repayment history—is confidential and proprietary.

You agree that:

  • You will use this data solely for the purpose of credit underwriting, risk analysis, servicing, and reporting;
  • You will not sell, license, publish, or share this data with any third party unless required by law or regulator;
  • You will protect all data using industry-standard encryption and security measures.

KCTL reserves the right to suspend your access for any suspected data misuse or breach.

9. Termination, Suspension and Exit

You may terminate your participation in the Platform by providing 30 calendar days’ written notice, provided you have no outstanding borrower transactions under management.

KCTL may suspend or terminate your access immediately, without prior notice, if:

  • You fail to meet disbursal obligations;
  • You breach any material clause of these Terms;
  • You are subject to regulatory censure or legal investigation;
  • You misuse borrower data or violate FSRA guidelines.

On termination, you agree to:

  • Continue servicing all funded Advances until full repayment;
  • Provide final reports and reconciliation statements;
  • Cooperate with any ongoing compliance investigations or audits.

10. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Abu Dhabi Global Market (ADGM). Any dispute arising between KCTL and you as a Capital Partner shall be resolved by arbitration under the ADGM Arbitration Regulations. The arbitration seat shall be Abu Dhabi, UAE. The arbitration panel shall consist of a sole arbitrator jointly agreed upon, or appointed under ADGM rules.

Both parties waive the right to contest jurisdiction or venue once arbitration proceedings commence.

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