White Label Special Terms & Conditions

The Agreement Parties

(1). GEMBA FINANCE LTD incorporated and registered in England and Wales with company number 11040011 whose registered office is Level 39, One Canada Square, Canary Wharf, London, England E14 5AB (we, us, our);

(2). GEMBA CUSTOMER, as an individual or as an incorporated organisation (You, your).

Agreed Terms

1. Interpretation

1.1. Definitions

Acceptance of Terms Date:

the date on which you read and accept these terms

Affiliate:

in relation to you, each and any subsidiary or holding company and each and any subsidiary of a holding company of that party.

Application:

the application software comprised of the Service Software developed for use by the Gemba service user

Business Day:

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date:

the date on which this agreement becomes effective having been read and accepted by all parties.

Gemba Client Account:

your client account registered with Gemba Finance Ltd using our official web-site.

Referral Scheme:

the reward scheme that may apply to the Gemba User in accordance with these and our standard terms and conditions.

Unique Referral Code:

the code that Gemba can provide to you at any time once your Gemba Client Account is open with Us. You can share the Code with your connections to be able to enjoy our fee reward scheme.

Confidential Information:

information of commercial value, in whatever form or medium, disclosed by the party (or any of its Affiliates) to the other party (or any of its Affiliates), including commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing and, for clarity, including (in the case of our information) information relating to the Application, the Supplier Software or any of its constituent parts, the Source Code relating to the Supplier Software or any such parts.

Cybersecurity Law:

all applicable laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, [industry schemes] and sanctions relating to security of network and information systems and security breach and incident reporting requirements, including the Data Protection Legislation, the Cybersecurity Directive (EU) 2016/1148, Commission Implementing Regulation (EU) 2018/151, the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

Data Protection Legislation:

all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Standard Terms:

Our general standard terms and conditions copy of which is available on our official web-site.

Mobile Device:

the mobile phones, smartphones, tablets, PDAs, computers and other equipment on which the Application will operate.

Modified Software:

the standard software programs owned by us and/or third parties, modified or to be modified by us under this agreement.

Tools:

any tools and know-how developed, and methods invented, by us in the course of or as a result of carrying out the Work, whether or not developed or invented specifically or used exclusively to carry out the Work.

Services:

the software services to be provided by us under this agreement (if requested).

Charges:

the charges payable by you for the supply of our services to you. You can make yourself familiar with the relevant charges by looking at our price list located at: https://my.ge.mba/profile/fee Please also refer to our standard terms and conditions for more information on the price lists available.

Referral fees:

fees paid to you by us (as set out hereto) in accordance with these and our standard terms and conditions

Compensation:

the amount of compensation you will receive or pay to us in accordance with 8.6 and 8.7 below

Compensation work example:

please refer to Schedule 1 below

Conditions:

the terms and conditions set out in this Agreement and within our Standard Terms on the official website

Contract:

the contract between you and us for the supply of the Services in accordance with the Contract Details, these Conditions and any Schedules.

Control:

has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Intellectual Property Rights:

patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1.2 Interpretation

1.2.A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that:

(a) references in sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and

(b) The reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.3.Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders, words in the singular shall include the plural and words in the plural shall include the singular.

1.4.Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5.A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that statute or statutory provision.

1.6.Associate shall be construed in accordance with section 345 of the Companies Act 2006.

1.7.Except where a contrary intention appears, a reference to a clause, Schedule or annex is a reference to a clause of, or Schedule or annex to, this agreement.

1.8.Clause and Schedule headings do not affect the interpretation of this agreement.

1.9.Writing or written includes faxes but neither e-mail nor any other form of electronic communication, except where expressly provided to the contrary.

1.10.The Schedules to this agreement, together with any documents referred to in them, form an integral part of this agreement and any reference to this agreement means this agreement together with the Schedules and all documents referred to in them, and such amendments in writing as may subsequently be agreed between the parties.

1.11.If any conflict arises between the terms and conditions of this agreement and any provision of any Schedule, the terms and conditions of the schedule shall prevail.

1.12.A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.

2. Application and documents

2.1. We shall carry out the Work with reasonable diligence and despatch, and with reasonable skill and expertise, shall use its reasonable endeavours to provide the Application, in accordance with the Services you agreed to in all material aspects, by the Acceptance Date

2.2. We shall provide to you and any of your Affiliates:

(a) the Third-Party Software under these and our Standard Terms and you agree to be bound to the relevant third parties by such terms and to use reasonable endeavours to ensure that your Affiliates are bound under similar obligations owed to the relevant third parties;

(b) the Software Service

2.3.You may provide copies of these and our standard terms to any third party who needs to know the information contained in them, provided that such third party first enters into a confidentiality obligation in accordance with clause 14.3 of this Agreement

3. Services

3.1. We shall grant you access to our Gemba product and provide you with the access to our Referral Scheme in accordance with the requirements of the Scheme

3.2. We agree to:

(a) Provide you with the Unique Referral Code

(b) Pay you Referral fees for each of your connections/ clients/ affiliates that adhere to the requirement of the Referral Scheme

on the terms and conditions set out in this agreement.

3.3. If requested to do so by you, we shall:

(a) Online banking software which can be set up on Your domain

(b) Offer our services for Android or IOS mobile devices which could be purchased from us and uploaded by you using Appstore or Google Play market, subject to our additional terms and conditions

(c) Any customisation which is required by You from Us will be chargeable at £180.00 per man hour

4. Customer’s obligations

4.1. You shall:

(a) cooperate with us in all matters relating to the Services;

(b) provide, for us, our agents, subcontractors, consultants and employees, in a timely manner any information which is relevant and reasonably required by us from you in connection with these and our standard terms and conditions

(c) inform us of all security incidents within 24h period from when the incident occurred; these are to include those incidents that have been successfully resolved all alone

(d) provide, in a timely manner, such information as we may require, and ensure that it is accurate and complete in all material respects.

4.2. If our performance of the obligations under this Agreement is prevented or delayed by any act or omission by you, your agents, subcontractors, consultants or employees, we shall:

(a) not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay;

(b) be entitled to an extension of time to perform our obligations equal to the delay caused by you;

(c) make your payment within 30 working days; failure to make such payment within this specified period of time may result in breach of this Agreement

5. Data protection

The parties shall comply with their data protection obligations as set out within Interpretations (Data protection).

6. Intellectual property

6.1. We and our licensors shall retain ownership of all Service software provided by Gemba Finance Ltd

6.2. You shall indemnify us in full against any sums awarded by a court against us arising out of or in connection with any claim brought against us for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Services from us.

7. Ownership of IPR

7.1. Except as expressly provided to the contrary, this agreement does not transfer ownership of, or create any licences (implied or otherwise), in any IPR in the Application or the Documents.

7.2. The IPR in the Application are, and shall remain, our property (or that of the appropriate third-party rights-owner(s), if any).

7.3. You acknowledge and agree that you will acquire no rights in or to our Software or the Documents other than those expressly granted by this agreement.

7.4. You shall do, and execute or arrange for the doing and executing of, each necessary act, document and thing that we may consider necessary or desirable to perfect our right, title and interest in and to the IPR in the Software.

7.5. You shall use reasonable endeavours to prevent any infringement of the IPR in the Software and shall promptly report to us any such infringement that comes to your attention. In particular, you shall:

(a) ensure that each User, before starting to use the Application, is made aware that the Software is owned by us (or the appropriate third parties) and that it may only be used and copied in accordance with this agreement; and

(b) ensure that the terms and conditions of use do not conflict with any of the terms of ownership detailed here and on our official website.

8. Referral fee Payment

8.1. To receive our Referral Fees, your Affiliates are obliged to open a Gemba Account and indicate your Referral Code

8.2. The pay-outs shall be made automatically on a monthly basis on every 20th day of each month

8.3. You will receive a formal notification. on the 18th day of each month via your Gemba account internal messages confirming pay-outs to you by us

8.4. We will pay your Referral Fee for up to two years for each client who has activated a Gemba Client Account with Us

8.5. The pay-outs of the referral fees are taxable and it is your responsibility to pay the relevant tax on the received amount, please consult our standard terms and conditions and also refer to the price lists available at:

https://go.ge.mba/price-corporates

8.6. If you decide to sell our services below the prices as stated in 8.5 you will be obliged to compensate us for the difference. In that way you should always maintain your balance with us.

8.7. If you decide to sell our service for a higher price as stated in 8.5 you will be able to keep 70% of the amount that is higher than our price and Gemba will keep 30% of the same amount.

8.8. If you require additional external support or other software development services through us, we may agree to provide the same to you under separate terms and conditions.

8.9. If you fail to adhere to this agreement and your Referral Fee was claimed using fraudulent activities any payment due under this agreement by the due date for payment, then, be terminated. You may also be asked to pay interest on the overpaid amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the date the payment was made. You shall pay the interest together with the overpaid amount.

8.10. We may change the amount of fees paid at any time, but not more than once in any 12-month period, by giving you at least three months’ notice before any such change takes effect.

9. Limitation of liability

9.1. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

9.2. Nothing in this clause 9 shall limit your payment obligations under the Agreement.

9.3. Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a) fraud or fraudulent misrepresentation; and

(b) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.4.Subject to clause 9.1 (No limitation in respect of deliberate default), clause 9.2 (No limitation on the customer’s payment obligations) and clause 9.3 (Liabilities which cannot legally be limited):

(a) our total liability to you:

(i) our total liability shall not exceed the total charges paid by you together with all sums payable under the Contract in respect of the services actually provided by us whether or not invoiced to you

(b) your total liability to us:

(i) for loss arising from your failure to comply with your data processing obligations under the Data protection shall not exceed the total charges of our loss

(ii)for all other loss or damage shall be calculated according to the clause 9.4(b)(i)

9.5. The caps on the parties’ liabilities shall not be reduced by:

(a) payment of an uncapped liability; or

(b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

9.6.Subject to clause 9.1 (No limitation in respect of deliberate default), clause 9.2 (No limitation on the customer’s payment obligations) and clause 9.3 (Liabilities which cannot legally be limited), this clause 9.6 sets out the types of loss that are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

9.7. We have given commitments as to compliance of the Services with relevant specifications within this Agreement. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

9.8. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10. Duration

10.1. This agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 11.

11. Termination

11.1. This Agreement shall continue until the Services have been provided in full or it is terminated in accordance with this clause 11.

11.2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Agreement and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.3. Without affecting any other right or remedy available, we may terminate the Agreement with immediate effect by giving written notice to you if we suspect any kind of fraudulent activities being carried out by you or your Affiliates.

11.4. Termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. This paragraph should to be read in conjunction with and be considered to be part of our standard terms and conditions.

12. Client Migration Upon Termination

12.1. On the termination or expiry of this Agreement for any reason, you shall be entitled to migrate, transfer or transition any and all clients, customers or end users that you have introduced, referred or onboarded to us under this Agreement (each an "Introduced Client") to an alternative service provider, provided that the relevant Introduced Client agrees to that migration and that the destination provider is authorised or otherwise permitted under applicable law and regulation to carry on the relevant regulated activity for that Introduced Client. Nothing in this Agreement shall restrict, prevent or penalise you from carrying out a migration in accordance with this clause 12.

12.2. The alternative service provider to which Introduced Clients are migrated under clause 12.1 may be:

(a) a third-party regulated financial institution or other provider that is authorised or otherwise permitted under applicable law and regulation to carry on the relevant regulated activity; or

(b) your own entity, provided that, at the time of migration, that entity holds the requisite authorisation, licence or permission under applicable law and regulation to carry on the relevant regulated activity for the Introduced Clients concerned.

12.3. The right of migration in clause 12.1 is subject to the rights of each Introduced Client, who remains free to choose whether to continue receiving services from us, to be migrated to a provider under clause 12.2, or to terminate their own arrangements. No Introduced Client shall be migrated without that client's agreement, and any migration of an Introduced Client shall be carried out only with that client's knowledge and instruction.

12.4. We shall not take any step that is intended to frustrate or impede a lawful migration of Introduced Clients under this clause 12, and each party shall provide such reasonable co-operation as the other may require to give effect to an orderly migration, including the transfer of data and funds in accordance with clause 13. This clause 12 shall survive the termination or expiry of this Agreement.

13. Transfer of Client Data and Funds

13.1. On the termination or expiry of this Agreement, and upon your written request, we shall transfer to the relevant provider identified under clause 12.2 such data relating to your Introduced Clients as is reasonably required to give effect to a migration under clause 12, subject to and in accordance with this clause 13.

13.2. Where the data to be transferred includes personal data (as defined in the Data Protection Legislation), we shall transfer such personal data only where, and to the extent that, the relevant Introduced Client (being the data subject) has given their consent to that transfer, or where there is another lawful basis for the transfer under the Data Protection Legislation. Each party shall comply with its respective obligations under the Data Protection Legislation in relation to any such transfer, and you shall ensure that you and any provider identified under clause 12.2 have in place an appropriate lawful basis and adequate technical and organisational measures to protect the personal data so transferred.

13.3. Subject to clause 13.4, where an Introduced Client holds funds with us, we shall, on the instruction of that Introduced Client and following our standard verification and onboarding-exit procedures, transfer or pay out such funds to that Introduced Client or to an account nominated by that Introduced Client. For the avoidance of doubt, funds held for an Introduced Client are payable only on the instruction of that client, and you shall have no right to direct, receive or take possession of any Introduced Client's funds.

13.4. All transfers of data and funds under this clause 13 are subject to our obligations under applicable law and regulation, including the Payment Services Regulations 2017, our safeguarding obligations, the Data Protection Legislation and our obligations relating to anti-money laundering, counter-terrorist financing, fraud prevention and sanctions. We may decline, suspend or delay any transfer to the extent reasonably necessary to comply with such obligations, to complete required due diligence, or where we are prohibited from making the transfer by law, regulation or the order or direction of a court or competent authority.

13.5. Each party shall bear its own costs of effecting a transfer under this clause 13, save that we may charge our reasonable, properly evidenced administrative costs of an extract or bulk transfer of data where the volume or format reasonably requires it, notified to you in advance. This clause 13 shall survive the termination or expiry of this Agreement.

14. General

14.1. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

14.2. Assignment and other dealings

(a) You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under the Contract without our prior written consent.

(b) We may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of our rights under the Contract.

14.3. Confidentiality

(a)Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by this Agreement. For the purposes of this clause 14.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party’s confidential information:

(i)to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

14.4. Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

14.5. Variation

No variation of the Agreement shall be effective if it is accepted online by accepting both these and our standards terms of conditions.

14.6. Waiver

(a) A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.7. Severance

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.7 shall not affect the validity and enforceability of the rest of the Agreement.

14.8. Notices

Any notice or communication shall be deemed to have been received:

(a) if delivered to you via our Gemba Account internal messages

(b)This clause 14.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.9. Third party rights

(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement

(b) The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

15. Governing law & jurisdiction

15.1.This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

15.2.The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This agreement has been entered into on the date stated at the beginning of it.

Schedule 1 – compensation work example:

Example service cost 100 GBP

Gemba customer (You) sell it for 200 GBP

Your compensation: 20% of the base revenue share and 70% of what is above our prices

Total will work as follows:

Gemba’s part: 80 GBP of the base fee + 30 GBP of what is above: 110 GBP

Gemba’s customer (You) part: 20 GBP of the base fee + 70 GBP of what is above: 90 GBP

Gemba finance — WHITE LABEL TERMS AND CONDITIONS V 1.1 | Effective from 29/06/2026 | www.ge.mba