Terms of Service

REVIENT TERMS OF SERVICE

DRAFT — FOR REVIEW ONLY. Not effective or open for partner acceptance.

Pricing revision pending: The proposed Recovery split is 5% of verified eligible principal to Revient first, then the agency's disclosed commission on the remaining 95%. The Sell Now fee base remains unresolved. Clauses 32–34, 39 and 43–45 require counsel-approved transaction schedules, published Partner agreements and provider approval before live acceptance or payment.

Version: 1.1
Effective date: (EFFECTIVE DATE)
Last updated: (LAST UPDATED DATE)

These Terms of Service (the Terms) are a legally binding agreement between (COMPANY LEGAL NAME) LIMITED, trading as Revient (Revient, we, us, our), and the business, organisation or professional user that accepts or uses the Services (you, your, Merchant, or Partner, as applicable).

Company number: (COMPANY REGISTRATION NUMBER)
Registered in: (JURISDICTION OF INCORPORATION)
Registered office: (REGISTERED OFFICE ADDRESS)
VAT number: (VAT NUMBER, IF APPLICABLE)
Legal email: (LEGAL EMAIL)
Privacy email: (PRIVACY EMAIL)
Support email: (SUPPORT EMAIL)
Website: (WEBSITE URL)

1. Scope and acceptance

1.1 These Terms govern access to and use of Revient's websites, applications, dashboards, APIs, integrations, data-import tools, Evidence Engine, case-management functionality, Recovery functionality, Sell Now functionality, Partner network and related services (together, the Services).

1.2 You accept these Terms when you create an account and select the required acceptance control, submit a Partner application that incorporates these Terms, enter into an order or other agreement incorporating these Terms, or otherwise use the Services after being presented with them in a manner that creates a binding agreement under applicable law.

1.3 If you accept these Terms for a company or other organisation, you represent and warrant that you are at least 18 years old, are acting for business or professional purposes, and have authority to bind that organisation. The organisation is the contracting party.

1.4 Revient may retain an auditable electronic record of acceptance, including the version accepted, acceptance wording, user and workspace identifiers, date and time, and other information reasonably required to evidence the agreement.

1.5 These Terms are intended for business users only. The Services are not offered for personal, family or household use and are not intended to create a consumer contract with an individual acting outside a trade, business, craft or profession.

2. Contract documents and priority

2.1 The agreement between you and Revient consists of these Terms, any order form or enterprise agreement signed by Revient, any transaction-specific terms displayed and accepted for a Recovery or Sell Now transaction, and the Revient Data Protection & GDPR document where applicable (together, the Agreement).

2.2 The Privacy Notice and Cookie Policy describe how Revient handles personal information and storage/access technologies. They are not intended to create contractual rights beyond those required by applicable law unless expressly incorporated into the Agreement.

2.3 If documents conflict, the following order of priority applies unless a document expressly states otherwise: (a) a specifically negotiated written agreement signed by Revient; (b) transaction-specific commercial terms accepted for a particular Recovery or Sell Now transaction; (c) these Terms; and (d) the incorporated Data Protection & GDPR provisions.

3. Definitions

For these Terms:

Account means a user account used to access Revient.

Approved Buyer means an institutional or organisational receivables buyer approved by Revient to receive eligible Sell Now opportunities.

Approved Collection Agency means an independent collection organisation approved by Revient for particular territories, receivable categories or workflows.

Case means a record relating to an actual or potential post-chargeback receivable submitted to, imported into, identified by or created within Revient.

Case Data means information, records and Evidence associated with a Case.

Chargeback means a payment dispute, card-scheme or payment-provider reversal, chargeback or comparable process.

Customer or Debtor means the person or entity against whom a Merchant asserts an underlying payment obligation. Use of either term within Revient is a workflow description and is not itself a legal determination that an enforceable debt exists.

Evidence means information, records, documents, files, correspondence or data used to understand or assess a Case.

Evidence Engine means Revient's deterministic checks, software logic, data-processing tools and AI-assisted systems used to organise, compare and assess Case Data and Evidence.

Funded Sale Proceeds means purchase consideration actually and finally funded to or for the benefit of a Merchant following completion of an eligible Sell Now transaction, excluding amounts that are merely offered, indicated, pending, failed, cancelled, reversed or not actually funded.

Merchant means a business using Revient to manage post-chargeback Cases, including its authorised users.

Merchant Data means information supplied by or on behalf of a Merchant or obtained through a Merchant-authorised connection.

Revient Platform Fee means the fee payable to Revient in connection with Recovery or Sell Now as set out in these Terms or a transaction-specific screen.

Partner means an Approved Collection Agency, Approved Buyer or other professional organisation approved to participate in the relevant Revient workflow.

Partner Fee means a fee, commission, discount, contingency charge or other amount charged, retained or economically applied by a Partner in connection with a Case.

Recovery means the Revient workflow through which an eligible Case is released to an Approved Collection Agency for independent review and possible collection.

Sell Now means the Revient workflow through which an eligible receivable may be presented to one or more Approved Buyers for possible purchase.

Services has the meaning in clause 1.1.

Supported Territory means a country, state, province or other jurisdiction in which Revient has enabled a particular Service or route.

Verified Recovery Amount means the portion of money actually and finally received and allocated to the Merchant's valid, outstanding principal claim for a Recovery Case, verified against independent payment evidence. It cannot exceed the case-specific principal balance supported by records after refunds, credits and earlier principal payments. It excludes agency commissions, court costs, enforcement fees, interest, penalties, collection surcharges, taxes on third-party charges, amounts merely promised or reported, and amounts pending, failed, reversed or refunded. A Merchant-entered target is a proposed cap, not proof the customer legally owes it.

Workspace means the organisation-specific environment within Revient.

4. What Revient is

4.1 Revient provides business software and infrastructure for post-chargeback evidence intelligence, case management, workflow automation, recovery routing and receivables-sale facilitation.

4.2 Depending on the Services enabled for a Workspace, Revient may identify or import potential Cases, normalise Case Data, collect or organise Evidence, apply deterministic checks, provide AI-assisted assessments, identify missing or contradictory information, display possible routes, facilitate Merchant instructions to Recovery Partners or Buyers, track Case status, and provide reporting and audit history.

4.3 Unless Revient expressly enters into a separate written agreement stating otherwise, Revient is not the original creditor, the owner of a Merchant's receivable, a collection agency conducting collection communications with the Debtor, a law firm, a court or tribunal, a credit-reference agency, or a guarantor of recovery or sale.

4.4 Submission of a Case to Revient does not transfer ownership of the underlying receivable to Revient.

4.5 Revient does not itself contact Debtors to demand payment under the Recovery service. Collection communications are undertaken by the independent Approved Collection Agency that accepts the Case.

5. A Chargeback outcome is not a Revient legal determination

5.1 A payment-provider or card-scheme Chargeback outcome and the underlying contractual relationship between a Merchant and its customer are distinct matters.

5.2 Revient may assess whether available records support further review of a potentially recoverable receivable after a Chargeback. Revient does not determine, merely by displaying a Case or assessment, that a person is legally liable, that a receivable is judicially enforceable, or that a person has committed fraud or any criminal offence.

5.3 Product labels such as Evidence strength, Recovery potential, Recommended route, Ready for partner review, Needs more evidence, Cannot pursue, or similar labels are workflow and decision-support outputs only.

6. Evidence Engine and AI-assisted assessments

6.1 Revient may use deterministic rules, statistical techniques, machine learning or artificial intelligence to analyse Case Data and Evidence.

6.2 The Evidence Engine may identify supporting facts, contradictions, gaps, risk indicators, evidence completeness, recovery potential and suggested next actions.

6.3 Evidence Engine outputs depend on the information available to Revient and may be incomplete or inaccurate where source information is incomplete, inaccurate, stale, inconsistent, unavailable or incorrectly linked.

6.4 Evidence Engine outputs are not legal advice, a judicial determination, a finding of criminal fraud, a representation that a debt is legally enforceable, or a guarantee that a Partner will accept or recover a Case.

6.5 Recovery Partners and Buyers make their own independent acceptance, legal, compliance and commercial decisions.

6.6 Revient may require additional Evidence, human review, Merchant confirmation or Partner review before a Case can progress.

6.7 Revient may modify its models, prompts, rulesets, scoring methods and workflows to improve the Services, subject to evaluation and recorded approval before release. The retained configuration and assessment history identify which version produced an output. Processing of personal information remains subject to the Privacy Notice and Data Protection & GDPR terms.

6.8 The evidence workflow collects available source records after connection, synchronization, import and relevant evidence changes. Only a confirmed LOST dispute is eligible for recovery evidence scoring and AI assessment. Open, won, unknown and unsupported outcomes retain their source information without being treated as lost disputes. Optional Revient AI assessment also requires the exact provider, model, prompt and output configuration to be approved and the required data permissions to remain valid. Genuine incomplete disputes remain visible as Needs evidence without invented amounts, dates or customer details.

6.9 Revient AI explains source evidence and suggested next steps for human review. It cannot override deterministic hard stops, contact customers, release a Case, sell a receivable, make a payment or activate a software change. Its answers may be incomplete; the Merchant should inspect the cited records and unknowns.

6.10 Revient retains versioned corrections and assessment records within the relevant Workspace. The Merchant authorises Revient to use Case data to train and improve Revient AI, including models Revient trains and hosts itself, as described in clause 57. Gmail-derived information is never used for training. Calling a third-party model API does not retrain that provider's model.

6.11 Where the tracking provider is configured and its notification settings have been verified, Revient may register missing shipment tracking for a confirmed lost dispute, using the minimum shipment identifiers and with customer notifications disabled. This registration is for evidence collection. Outbound, replacement and return parcels retain separate histories. Carrier delivery events, signatures and photographs are separate facts; a destination supplied by the Merchant is not independent address verification. A proof link is available only when the asset has been privately retained and passed the required safety checks.

6.12 Archive removes a Case from active work while preserving its sources and history. Importing the same source again does not restore it. Active recovery, sale, payment or settlement obligations may prevent archiving. Archive is not deletion or cancellation of those obligations.

6.13 Refresh evidence requests new reads from available connected sources and previously selected mailbox evidence, then queues applicable tracking and reassessment. Recheck stored evidence reassesses retained facts without representing that a provider was contacted. An accepted job is not a completed refresh; source failures and completion status remain visible. Neither action sends collection communications or authorises release to a Partner.

6.14 Retained testing Cases may appear beside ordinary Cases with a Test indicator. Their classification is retained through refresh, archive and restore. Listing or exporting those records does not make them eligible for external recovery, sale, payments or live financial reporting.

7. Merchant responsibility for the underlying transaction

7.1 The Merchant remains responsible for the original transaction and for the factual and legal basis of each Case it submits, imports, releases or offers for sale.

7.2 Revient's analysis, classification, recommendation, routing or status tracking does not transfer that responsibility to Revient.

7.3 The Merchant must keep Case information materially accurate and promptly update Revient where relevant facts change.

8. Merchant Case warranties

8.1 Each time a Merchant submits, imports, approves, automatically releases or manually releases a Case, the Merchant represents and warrants, to the best of its knowledge after reasonable checks, that:

• the Case arises from a genuine underlying commercial transaction;
• the Merchant owns the receivable or has lawful authority to enforce, place for collection or assign it, as applicable;
• the amount claimed is materially accurate and does not knowingly include sums that are not lawfully due;
• the Evidence supplied as genuine is authentic and has not knowingly been fabricated or materially altered in a misleading manner;
• material information known to the Merchant that materially undermines the Case has not deliberately been concealed;
• the Case has not already been fully paid, settled, released or extinguished;
• relevant refunds, returns, direct payments, settlements, reversals and repayment arrangements have been disclosed;
• any prior assignment, sale, agency placement or parallel recovery activity has been disclosed;
• the Merchant is not knowingly seeking double recovery;
• the Merchant has lawful authority to provide the Case Data and Evidence to Revient and, when it gives a release instruction, to the relevant Partner; and
• the Merchant will promptly notify Revient of any material change affecting the Case.

8.2 Revient may rely on these warranties when processing and routing a Case.

8.3 The Merchant may set a proposed Recovery target for a Case, but it must not exceed the principal balance it can support after refunds, credits, earlier payments, settlements and applicable Customer defences. Revient and the agency may require source evidence or reduce or block an unsupported target. Setting a target does not create a new Customer debt or authorise the agency to add charges.

9. Prohibited Cases, data and conduct

9.1 You must not use Revient to:

• submit or pursue fabricated, fictitious or knowingly invalid receivables;
• submit forged or knowingly misleading Evidence;
• obtain duplicate or double recovery;
• submit a receivable you do not own or have lawful authority to enforce, place or assign;
• unlawfully disclose personal information or confidential information;
• instruct, encourage or facilitate unlawful harassment, deception, threats or discriminatory conduct;
• upload malware, malicious code or files intended to compromise a system;
• upload passwords, authentication secrets, CVV/CVC values or unnecessary complete payment-card credentials;
• interfere with Revient's security, availability or access controls;
• access another Workspace without authority;
• open an Account or Workspace with false, borrowed or temporary details, in another person's or business's name without their authority, or to obtain a further free trial, avoid fees or get around a restriction, suspension or refusal;
• connect a store, payment card, mailbox or other account that you do not own or are not authorised to connect;
• scrape, probe, reverse engineer or circumvent technical restrictions except to the extent such restriction is prohibited by applicable law; or
• use the Services for any unlawful purpose.

9.2 Revient may block, quarantine, remove or restrict prohibited data or content and may suspend associated Accounts or Cases.

10. Case eligibility and refusal

10.1 Revient may reject, block, close, pause or require additional review of a Case where Revient reasonably believes it is duplicated, paid, fully refunded, returned, settled, unsupported, materially incomplete, outside a Supported Territory, subject to a legal or regulatory restriction, affected by a limitation or time-bar concern, subject to unresolved identity concerns, potentially fraudulent, or otherwise unsuitable for the requested route.

10.2 A Case being visible in the dashboard does not mean Recovery or Sell Now will be available.

10.3 Revient may impose category, value, evidence, age, jurisdiction, Partner or other eligibility criteria and may change those criteria where reasonably required for legal, regulatory, platform-policy, operational or risk reasons.

11. Accounts and authorised users

11.1 You must provide accurate registration information and keep it current.

11.2 You are responsible for maintaining the confidentiality of your credentials and for actions taken by users you authorise to access your Workspace, except to the extent an issue results from Revient's own breach or unauthorised activity outside your reasonable control.

11.3 Workspace administrators are responsible for granting and removing user access appropriately.

11.4 You must promptly notify Revient if you suspect unauthorised Account access or credential compromise.

11.5 Revient may require multi-factor authentication, password resets, reauthentication or other reasonable security measures, including confirming your email address with a one-time code before a Workspace is opened.

11.6 By creating a Workspace you confirm that you are at least 18, that you are acting for a business and not as a consumer, that you are authorised to accept these Terms for that business and bind it to them, that the business is genuine and lawfully trading, and that the information you give us (including names, email addresses, stores and payment details) is true and belongs to you or to that business.

11.7 Each business may hold one Merchant Workspace unless Revient agrees otherwise in writing. A store may be connected to only one Workspace at a time. Revient may refuse, merge, restrict or close a Workspace that duplicates another, and may refuse to connect a store that is already connected elsewhere.

11.8 Revient may verify the identity, ownership and authority of any person, business, store, mailbox or payment method connected to a Workspace, and may suspend access to features while it does so. You must give Revient reasonable help with any such check.

12. Merchant subscription

12.1 Unless a different plan is stated in a signed order form, the standard Revient Merchant subscription is £29.99 per month (VAT TREATMENT TO BE INSERTED). It includes one store per commerce integration; each further store is £7.99 per month, charged from when it is connected.

12.2 The subscription covers access to the features included in the Merchant's current plan. Recovery and Sell Now Platform Fees are separate transaction-based fees. Partner Fees may also apply where displayed.

12.3 Subscriptions are billed monthly and renew automatically until cancelled in accordance with these Terms.

12.4 Revient may offer trials, promotional pricing, enterprise plans or additional features under separately displayed or agreed terms.

12.5 Free trial. Revient may offer a new business one free trial of the subscription, for the period shown when it starts (currently 14 days). A payment card is required to start it. Unless you cancel before the trial ends, the subscription starts and your card is charged when it ends. During a free trial you can work on a limited number of Cases (currently 10), as shown in your Workspace.

12.6 One free trial per business. A free trial is available only once to each business. Revient treats a Workspace as belonging to a business that has already had a free trial where, for example, it uses or connects the same store, payment card, email inbox, person, device or network, or is under common ownership or control with, a Workspace that has had one. Whether a trial is available is decided by Revient acting reasonably, and Revient does not have to say which information it relied on.

12.7 Where a free trial is not available, the subscription starts and is charged when you start it. Where Revient finds, after a trial has started, that it was not available, Revient may end the trial and start the subscription immediately, charging the subscription fee from the date the trial started.

12.8 If you obtain or try to obtain a free trial, discount or other benefit in breach of these Terms (including under clause 9.1), Revient may, in addition to its other rights: charge the full subscription fees that would otherwise have applied; charge any Platform Fees on Cases worked in the benefited period; withdraw any offers or routes from that Workspace; and suspend or close the Workspaces concerned.

13. Stripe and Revient billing

13.1 Revient uses Stripe or another disclosed payment service provider to collect subscription charges and, where applicable, Revient Platform Fees.

13.2 Revient's Merchant subscription is billed through Revient's Billing functionality. Shopify, WooCommerce, BigCommerce, Magento, Adobe Commerce, Squarespace, Wix and other commerce integrations do not administer the Revient subscription.

13.3 By providing or authorising a payment method, you authorise Revient and its payment provider to charge amounts properly due under the Agreement.

13.4 Revient is not intended to store CVV/CVC values or complete card credentials where a hosted or tokenised payment-provider flow is used.

13.5 You are responsible for keeping billing information current.

14. Renewal, failed payments and suspension

14.1 Your subscription renews on each monthly renewal date unless cancelled before renewal takes effect.

14.2 If payment fails, Revient may retry the charge through its payment provider, request an updated payment method, limit paid functionality, or suspend the Workspace until overdue amounts are paid.

14.3 Suspension for non-payment does not cancel fees already incurred or obligations relating to Cases already released, accepted or sold.

15. Cancellation of subscription

15.1 A Merchant may cancel its subscription using the available Billing or Account controls or another method stated by Revient.

15.2 Unless Revient expressly states otherwise, cancellation takes effect at the end of the current paid monthly billing period.

15.3 Except where required by law, expressly promised by Revient or necessary to correct a Revient billing error, subscription fees already charged are not automatically refunded or prorated solely because a Merchant cancels before the end of a paid period.

15.4 Cancellation of the subscription does not automatically terminate a Recovery engagement already accepted by a Partner, undo a completed Sell Now transaction, cancel a Revient Platform Fee already earned, or remove payment obligations relating to activity occurring before the effective cancellation date.

16. Price changes

16.1 Revient may change subscription pricing or transaction fees by giving reasonable advance notice before the change applies to future billing or transactions.

16.2 A price change does not retrospectively alter fees already earned or a transaction-specific fee already accepted for a Case unless required by law or agreed with the Merchant.

16.3 If a subscription price increase takes effect at a future renewal and the Merchant does not wish to continue, the Merchant may cancel before that renewal.

17. Taxes

17.1 Prices are treated as (INSERT WHETHER PRICES ARE INCLUSIVE OR EXCLUSIVE OF VAT).

17.2 Revient may add, collect or account for VAT, sales tax or other taxes where legally required.

17.3 The Merchant remains responsible for its own tax, accounting and reporting obligations relating to its business, recoveries and receivable sales.

18. Integrations generally

18.1 Revient may allow a Merchant to connect or import information from third-party services, including commerce platforms, email providers, APIs, payment/dispute systems and other business tools.

18.2 By initiating or authorising a connection, the Merchant authorises Revient to communicate with the connected service and process the information reasonably required for the enabled Revient functionality, subject to the permissions granted and the Privacy Notice.

18.3 The Merchant represents that it has authority to connect each account, store, mailbox, API or system and to permit the relevant processing.

18.4 The Merchant must not provide credentials belonging to another person or connect a system it is not authorised to administer.

18.5 Third-party platforms are independent from Revient and may change their APIs, permissions, policies, pricing or availability. Revient may modify, suspend or discontinue an integration where necessary because of a third-party change, legal requirement, security risk or platform-policy requirement.

19. Commerce integrations

19.1 Revient's commerce integrations are intended to access information required to identify, create, assess or manage relevant Cases.

19.2 Unless a feature expressly states otherwise, Revient does not use a commerce connection to edit Merchant orders, issue refunds, modify products or contact Merchant customers through the connected store.

19.3 Revient may create or manage integration configuration such as webhook subscriptions where this is required to receive authorised updates. Such configuration activity does not authorise Revient to modify the Merchant's underlying commerce records unless explicitly stated and separately authorised.

19.4 The Evidence Engine uses a connected platform for the facts that platform exposes: a confirmed lost dispute, order totals, payment authorisation where returned, refunds, returns, and fulfilment with tracking numbers. It does not request full card numbers. A platform that does not expose a fact does not cause Revient to invent it. Only a confirmed lost dispute is eligible to become a new recovery case. Customer correspondence is optional and comes from a mailbox connection, not from the commerce connection.

20. Shopify

20.1 Where a Merchant connects Shopify, Revient's access and use of Shopify-derived Merchant Data is subject to the permissions granted by the Merchant and applicable Shopify requirements.

20.2 Revient is solely responsible for the Revient service. Shopify does not provide, sponsor, guarantee or assume responsibility for Revient merely because a Shopify connection is used.

20.3 Revient subscription billing is not processed through Shopify unless Revient explicitly introduces and discloses a different billing arrangement in the future.

20.4 Revient may restrict or alter Shopify functionality if necessary to comply with Shopify's API terms, distribution rules, data requirements or other applicable platform requirements.

21. WooCommerce / WordPress

21.1 A WooCommerce connection may use Merchant-created API credentials or another supported authorisation method.

21.2 The Merchant must create credentials with no broader permissions than are reasonably required for the enabled Revient functionality.

21.3 Revient does not require a Merchant to provide its ordinary WordPress administrator password where a dedicated integration credential can be used.

22. BigCommerce, Magento, Adobe Commerce and Squarespace

22.1 Where supported, Revient may connect to these platforms using OAuth, dedicated integration credentials, API tokens or another supported method.

22.2 Revient will seek to use read or least-privilege permissions where the enabled functionality allows it.

22.3 Authentication methods and available data may differ between platform versions, editions or deployment models.

23. Wix

23.1 Where Wix is supported by manual order import, the Merchant determines which available export fields it includes in the file uploaded to Revient.

23.2 Any future Wix API integration will be governed by the permissions and disclosures presented when that feature is introduced.

24. Custom API

24.1 Revient may offer API-based ingestion or connectivity for Merchant-controlled systems.

24.2 The Merchant is responsible for ensuring that credentials, endpoint access and data supplied through its systems are authorised and accurate.

24.3 Revient may apply authentication, rate limits, file-size limits, schema validation, security checks and other technical controls to Custom API traffic.

25. Gmail evidence connection

25.1 A Merchant may choose to connect a Google account so Revient can search for correspondence relevant to existing Cases.

25.2 The intended Gmail evidence feature is for targeted evidence retrieval. It is not intended to send collection communications or to mirror the Merchant's entire mailbox into Revient.

25.3 The Merchant represents that it is authorised to connect the mailbox and permit Revient to process relevant business correspondence.

25.4 Revient may search using Case identifiers such as order numbers, transaction references, customer email addresses or tracking references and may process messages selected as relevant to a Case.

25.5 The Privacy Notice describes the Google user data Revient accesses, uses, stores and shares.

26. Microsoft 365 / Outlook evidence connection

26.1 A Merchant may choose to connect a supported Microsoft mailbox for Case-related evidence retrieval.

26.2 Revient's intended email connection uses delegated, case-related read access and does not require permission to send mail for the evidence-retrieval feature.

26.3 The Merchant represents that it is authorised to connect the mailbox and permit processing of relevant business correspondence.

27. Manual Case creation and imports

27.1 The Merchant may create Cases manually and may upload supported CSV files, exports, documents, images or other Evidence.

27.2 The same Merchant warranties and restrictions apply to manually submitted information as to information obtained from an integration.

27.3 Revient may reject files that are unsafe, malformed, unsupported, excessively large or contain prohibited information.

27.4 Revient may offer provider-specific import adapters and a standard Revient CSV template. Import capability does not guarantee that a provider export contains all information required for an Evidence Engine assessment.

28. Recovery route

28.1 Where Revient identifies a Case as potentially suitable for Recovery, the Merchant may instruct Revient to release the Case to an Approved Collection Agency.

28.2 A release instruction authorises Revient to provide the selected agency with the Case Data and Evidence reasonably required for the agency to assess the Case and, if accepted, conduct Recovery.

28.3 The agency independently decides whether it can legally, operationally and commercially accept the Case.

28.4 Collection activity begins only after the applicable Partner acceptance or other Partner workflow state specified by Revient.

29. Merchant control and standing instructions

29.1 Unless the Merchant has expressly enabled an automation that constitutes a standing instruction, Revient will not intentionally release a Case to a Recovery Partner without a Merchant instruction.

29.2 If the Merchant enables automatic routing, it authorises Revient to release Cases meeting the criteria displayed when the automation is configured.

29.3 The Merchant can prospectively disable or modify an automation, but doing so does not recall a Case already validly released or accepted unless the applicable Partner and law permit withdrawal.

29.4 Revient will maintain an auditable record of material release instructions and configured standing instructions.

30. Independent Collection Agencies

30.1 An Approved Collection Agency is an independent business and is not Revient's employee, subsidiary, legal representative or general agent.

30.2 The agency is responsible for determining whether it may lawfully accept and pursue each Case.

30.3 The agency is responsible for its own licences, registrations, authorisations and insurance; legally required validation or collection notices; calls, emails, letters and other communications with Debtors; payment arrangements; dispute handling; complaints concerning its collection conduct; enforcement decisions; legal proceedings it independently undertakes; and compliance with laws governing its collection activity.

30.4 Revient does not direct a Partner to use unlawful collection methods and may suspend or remove a Partner where Revient reasonably identifies serious compliance, licensing, security or conduct concerns.

31. No guarantee of Recovery acceptance or outcome

31.1 A Recovery recommendation does not require an agency to accept a Case.

31.2 A Partner may decline a Case because of jurisdiction, value, age, Evidence, economics, customer circumstances, licensing, internal policy or another lawful reason.

31.3 Revient does not guarantee that a Case will be accepted, that a Debtor will pay, the time required for collection, or the percentage that will be recovered.

32. Partner Fees on Recovery

32.1 A Collection Agency may earn the disclosed contingency commission in the case schedule. For the proposed Recovery pricing, the commission percentage applies to the Verified Recovery Amount after deducting Revient's 5% Platform Fee. It is compensation from the agreed recovery proceeds, not an extra charge to the Customer.

32.2 Where a Partner Fee applies through Revient, the applicable fee or calculation method will be displayed or otherwise disclosed to the Merchant before the Merchant commits the Case to that route.

32.3 Partner Fees are separate from the Revient Platform Fee.

32.4 The agency must not add an administration, collection, pressure, late, enforcement or similar charge to a Customer merely because it accepted a Revient Case. An additional amount may be sought only where a specific contractual, court-ordered or statutory entitlement exists and the agency has the required authority in the relevant jurisdiction. Any such amount is outside the Revient principal balance and fee calculation, must be separately itemised and evidenced, and is subject to clause 43. This clause does not assert that such an entitlement exists for an ordinary post-chargeback order.

33. Revient Recovery Platform Fee

33.1 The proposed Revient Platform Fee for Recovery is 5% of the Verified Recovery Amount, charged to the Merchant and deducted first from the verified principal recovery, plus applicable tax where due. The agency's agreed commission is then calculated on the remaining 95%. For illustration, on £1,000 of verified principal recovery, Revient's fee is £50; a 20% agency commission on £950 is £190; and the Merchant's proceeds are £760, before tax or provider costs. The Customer's principal obligation does not increase because of these business-to-business fees.

33.2 A fee is not earned merely because an amount is promised, expected or provisionally reported.

33.2A If only part of the eligible principal is verified as recovered, the 5% and agency commission apply only to that verified portion. A later principal payment is calculated separately, subject to the remaining supported balance and an overall cap; the same principal receipt is never charged twice.

33.3 If an amount previously treated as recovered later fails, reverses or is corrected, Revient may reconcile the associated Platform Fee by credit, adjustment or other reasonable billing correction.

33.4 If recovery is received in a currency different from Revient's billing currency, the applicable fee may be converted using the exchange rate or conversion method displayed by Revient or its payment provider at the relevant billing event.

34. Recovery funds and client money

34.1 Unless Revient expressly introduces a separately disclosed payment service, Revient is not intended to receive Debtor recovery money into Revient's own bank account for onward transmission to a Merchant.

34.2 Recovery funds may be received by the Merchant, the Collection Agency or an appropriate payment provider.

34.3 Revient may track, display or verify a payment status without possessing the underlying money.

34.4 Revient may separately collect its own B2B subscription and Platform Fees through Stripe or another disclosed billing provider.

35. Direct payments and case updates

35.1 The Merchant must promptly report any payment, settlement, refund, return or other event occurring outside the Partner workflow that affects the amount outstanding on an active Case.

35.2 Revient and the relevant Partner may rely on that information to stop, reduce or correct collection activity.

35.3 Failure to report an external payment or settlement may constitute a material breach if it creates a risk of double recovery or unlawful collection.

36. Sell Now

36.1 Where a Case and Supported Territory are eligible, Revient may facilitate one or more offers from Approved Buyers to purchase the relevant receivable.

36.2 Revient provides the marketplace, workflow and technology for the opportunity. Unless a separate written agreement expressly states otherwise, Revient is not the buyer and does not acquire title to the receivable.

37. Sell Now offers and due diligence

37.1 An offer may be subject to expiry, documentary verification, due diligence, legal assignment formalities, funding and any conditions displayed with the offer.

37.2 An offer displayed by Revient is not a guarantee that a sale will complete.

37.3 Acceptance of an offer in the interface does not necessarily constitute completed transfer of legal title if further completion conditions remain outstanding.

37.4 The Merchant must continue to preserve relevant Case Data and notify Revient of material changes until the transaction completes or is cancelled.

38. Completion and transfer of title

38.1 Unless transaction-specific documentation states otherwise, an eligible Sell Now transaction is intended to result in a direct assignment or sale from the Merchant to the Approved Buyer.

38.2 Revient does not become owner of the receivable merely because Revient facilitated the transaction.

38.3 Title transfers only when the applicable contractual, legal, verification and funding requirements for the sale are satisfied.

38.4 Following valid completion, the Approved Buyer is responsible for the receivable as owner, including any subsequent collection or enforcement activity it undertakes.

39. Sell Now Platform Fee

39.1 The proposed Revient Platform Fee for a completed Sell Now transaction is 5% of (SELL NOW FEE BASE TO BE CONFIRMED), plus applicable tax where due. The fee base and contractual payer must be settled in a counsel-approved transaction schedule before a live quote or sale.

39.2 No Sell Now Platform Fee is earned solely because an indicative valuation or unfunded offer is displayed.

39.3 Any Buyer discount is distinct from Revient's Platform Fee and should be shown as part of the transaction economics before Merchant commitment.

40. Introduced transactions and fee avoidance

40.1 A Merchant or Partner must not intentionally move a Case or transaction outside Revient primarily to avoid a Revient Platform Fee after Revient has materially introduced or facilitated the particular Recovery or Sell Now opportunity.

40.2 If a substantially equivalent transaction or recovery relating to that Case is deliberately completed outside Revient during (FEE PROTECTION PERIOD) principally to avoid a Revient Platform Fee, Revient may invoice the fee that would reasonably have been payable had the transaction remained on-platform.

40.3 This clause does not apply to an unrelated pre-existing commercial relationship or transaction that Revient did not materially introduce or facilitate.

41. Partner applications and approval

41.1 Collection agencies and institutional buyers may apply for Partner access.

41.2 An application does not create a right to approval, cases or transaction volume.

41.3 Revient may conduct due diligence concerning legal identity, company registration, ownership, regulatory permissions, licences, insurance, security, jurisdictions, experience, complaints or other matters relevant to Partner participation.

41.4 Revient may approve a Partner subject to specific territories, Case types, value limits or other restrictions.

41.5 Revient may request updated due-diligence information and may suspend or withdraw approval where information becomes inaccurate, permissions expire, risk changes, complaints arise or continued participation is inappropriate.

41.6 Submitting a Partner application is not a collection appointment, purchase agreement or assignment. Before a Partner may act on a live Case, an authorised signatory for that Partner must accept the then-published Platform Partner Terms, applicable activity-specific Partner agreement and data-protection terms. Approval alone does not replace those agreements.

41.7 Each live Recovery appointment or Sell Now purchase must also identify the particular Case, applicable commercial terms, payment destination and completion or remittance requirements in a case-specific schedule or agreement. Any material conflict between the case-specific terms and this draft requires resolution before release.

42. Collection Agency Partner warranties

42.1 Each Collection Agency Partner represents and warrants throughout its participation that it:

• is a validly constituted organisation and has authority to enter the Agreement;
• holds and will maintain every licence, registration, authorisation, permission and insurance required for each Case type and jurisdiction it accepts;
• will accept only Cases it is legally permitted and operationally competent to handle;
• will comply with applicable debt-collection, consumer-protection, privacy, communications, sanctions and other laws;
• will provide any notices legally required of it;
• will handle Debtor disputes, complaints and communications lawfully;
• will maintain appropriate records of collection activity;
• will keep Case Data secure and confidential;
• will promptly honour valid stop, correction or update information applicable to a Case;
• will provide materially accurate status and payment reporting; and
• will promptly notify Revient of any material suspension, restriction, expiry or enforcement action affecting a permission necessary for its Revient activity.

43. Collection Partner conduct

43.1 Collection Partners must act lawfully, professionally and fairly.

43.2 A Partner must not use Revient Cases to harass, deceive, intimidate or unlawfully threaten a person; misrepresent legal consequences; collect an amount known to be paid or invalid; or act outside its authorised territories or permissions.

43.3 Revient may investigate platform-related complaints and may restrict or suspend routing to a Partner while a material concern is investigated.

43.4 A Collection Partner must use only the payment destination approved in the case-specific mandate, report every receipt and reversal against the correct Case, and remit the Merchant's entitlement within the period stated in that mandate. The case schedule must show the verified principal, Revient's 5%-of-principal Merchant fee, the agency commission rate applied to the remainder, and each party's expected amount. The agency may not alter that waterfall or deduct another fee from the Merchant's share without a separately signed amendment.

43.5 A payment reported by a Collection Partner is not represented as paid to a Merchant until the applicable receipt and remittance are independently reconciled. An unremitted amount remains subject to the Partner's contractual payment and records obligations, without treating Revient as the recipient of debtor principal.

43.6 The Partner must not demand or retain an additional Customer charge for a Revient Case unless it records, before demand, the legal basis, jurisdiction, authorising contract or court instrument, required licence or enforcement status, amount calculation, notice and recipient. Ordinary collection and formal enforcement are distinct. The Partner must separately itemise any legally recoverable court or enforcement cost, promptly report it and any Customer challenge to Revient and the Merchant, and never describe it as Revient's charge, include it in Verified Recovery Amount, or use Revient to invoice or collect it. Revient may reject the entry, freeze case activity, investigate, require correction or refund where appropriate, and suspend the Partner. The Partner remains responsible for its own lawful charges, subject to any liability Revient cannot lawfully exclude for its own acts.

44. Approved Buyer warranties

44.1 Each Approved Buyer represents and warrants throughout its participation that it:

• is an organisation rather than a private individual buying for personal purposes;
• has authority to acquire the receivables it accepts;
• holds every licence, registration or permission required in each relevant jurisdiction;
• will perform its own appropriate due diligence;
• has the financial capacity to fund accepted purchases;
• will comply with applicable assignment, notification and ownership requirements;
• will process acquired Case Data lawfully and securely; and
• will comply with applicable law in any post-purchase collection or enforcement activity.

44.2 The Buyer must fund an accepted purchase price to the verified Merchant or approved payment-provider destination within the deadline and under the completion conditions in the case-specific purchase agreement. A claimed, initiated, short or reversible payment does not by itself complete a purchase or transfer the receivable.

44.3 The Merchant-to-Buyer agreement, rather than a bid or Partner signup alone, must address transfer formalities, debtor notices, customer defences, failed or reversed funding and responsibility for subsequent collection. Revient does not hold title merely by facilitating the sale.

45. Partner reporting and audit cooperation

45.1 Partners must provide materially accurate Case status, recovery, funding and outcome information reasonably required to operate Revient.

45.2 A Partner must not knowingly label an amount as paid, recovered, funded or completed before the applicable status is actually achieved.

45.3 Revient may reasonably request evidence of licences, insurance, transaction completion or reported financial outcomes and may suspend Partner access for material non-cooperation or unreliable reporting.

45.4 Partners must not knowingly divert a case payment to an undisclosed account, conceal a recovery or completed purchase, or describe an off-platform settlement as unsuccessful to evade a disclosed Revient fee. Any fee-protection claim must remain subject to clause 40, including its pre-existing relationship exception and the (FEE PROTECTION PERIOD) still to be set after legal review.

45.5 The proposed Recovery fee is the Merchant's 5% of Verified Recovery Amount, deducted before the agency's percentage applies to the remainder. The Sell Now base and payer are not settled in this draft. There must be only one Revient success fee for the same qualifying principal receipt. Payment-provider splitting must match the signed liability and does not create an extra Customer obligation.

46. Meaning of “Approved”

46.1 Revient's use of the term Approved, Verified Partner or similar wording means only that the Partner has satisfied Revient's then-current participation requirements for the relevant context.

46.2 It is not a government endorsement, legal opinion, guarantee of performance, or representation that a Partner is authorised for every jurisdiction or Case category.

47. Supported Territories and international access

47.1 Revient's website may be accessible internationally, but accessibility does not mean that every feature, Case category, Recovery route or Sell Now route is offered or lawful in every jurisdiction.

47.2 Revient may enable, limit or disable Services by Merchant location, Debtor location, Partner permission, Case category, value or other jurisdictional criteria.

47.3 The Merchant must not use technical measures or inaccurate information to circumvent a territory restriction.

47.4 Where mandatory local law applies regardless of the Agreement's governing-law clause, that mandatory law applies to the extent it cannot lawfully be excluded.

48. Compliance with laws

48.1 Each party is responsible for laws that apply to its own activities under the Agreement.

48.2 The Merchant is responsible for the lawfulness and enforceability of the underlying transaction and for its authority over the receivable.

48.3 Revient is responsible for laws applying to Revient's own platform activities.

48.4 Partners are responsible for laws applying to their own collection, debt-purchase, communications, licensing and enforcement activities.

49. Sanctions and restricted activity

49.1 You must not use Revient in a way that would cause Revient or another party to breach applicable economic sanctions or trade restrictions.

49.2 Revient may screen organisations or transactions, request information, restrict territories, suspend activity or decline a transaction where reasonably necessary for sanctions compliance.

49.3 You must promptly provide reasonably requested information necessary to assess sanctions compliance.

50. Anti-bribery and corruption

50.1 You must not use Revient to offer, request, give, receive or facilitate a bribe, kickback or improper payment.

50.2 Partners must maintain anti-bribery controls appropriate to their business and risk profile.

50.3 Revient may terminate a relationship where it reasonably determines that continuing it would create a material bribery or corruption risk.

51. Data protection

51.1 The Privacy Notice describes Revient's processing of personal information.

51.2 The Revient Data Protection & GDPR document is incorporated into the Agreement to the extent it contains contractual terms applicable to the parties, including the Data Processing Addendum where Revient acts as Processor on behalf of a Merchant.

51.3 Each party must comply with applicable privacy and data-protection laws in relation to its own processing.

52. Merchant data-protection responsibilities

52.1 The Merchant is responsible for ensuring that it has an appropriate lawful basis, authority and transparency framework for personal information it controls and provides or makes available to Revient.

52.2 Where the Merchant is Controller and Revient is Processor, the Merchant remains responsible for the Controller obligations that applicable law places on it.

52.3 The Merchant must not instruct Revient to process personal information unlawfully.

53. Partner data-protection responsibilities

53.1 Where a Partner independently determines the purposes and means of collection, due-diligence, purchase or enforcement processing, the Partner is responsible for its own Controller obligations.

53.2 A Partner must not use Case Data for unrelated marketing, data-brokering or other purposes inconsistent with the purpose for which it received the Case unless it has an independent lawful basis and the use is permitted by applicable law and relevant agreements.

54. Confidentiality

54.1 Each party must protect confidential information received from another party, use it only for purposes connected with the Agreement and disclose it only to persons who need it and are bound by appropriate confidentiality obligations.

54.2 Confidential information does not include information that is lawfully public through no breach, was lawfully known without restriction, is independently developed without use of the confidential information, or is lawfully obtained from a third party without confidentiality restriction.

54.3 A party may disclose confidential information where required by law, court order or a competent authority, subject to any lawful opportunity to notify the other party.

55. Revient intellectual property

55.1 Revient and its licensors retain all rights, title and interest in the Services, software, interfaces, workflows, documentation, branding, databases, Evidence Engine, models, prompts, algorithms and underlying technology, excluding Merchant Data and third-party materials.

55.2 Revient grants you a limited, non-exclusive, non-transferable and revocable right to use the Services for your internal business purposes during the applicable subscription or approved Partner relationship in accordance with the Agreement.

55.3 No ownership of Revient intellectual property transfers to you.

56. Merchant Data and licence to provide the Services

56.1 As between Revient and the Merchant, the Merchant retains its rights in Merchant Data.

56.2 The Merchant grants Revient the non-exclusive rights necessary to host, copy, transmit, organise, normalise, analyse, secure, display and otherwise process Merchant Data to provide the Services, comply with lawful instructions and meet Revient's legal obligations.

56.3 This licence does not transfer ownership of the Merchant's receivable to Revient.

57. Aggregated and de-identified information

57.1 Subject to applicable law and third-party platform restrictions, Revient may use appropriately aggregated operational information for service analytics and security.

57.2 Training Revient AI. The Merchant instructs and authorises Revient to use Case data from its Workspace to train, evaluate and improve Revient AI, including models that Revient trains and hosts itself. Before any Case data is used for training, Revient removes customer names, email addresses, postal addresses, phone numbers, order numbers and Case and Workspace identifiers, and keeps only the facts of the Case (such as claim type, delivery status, refunds, scores and outcome). Training data built from several Merchants' Cases is used only in a form from which no Merchant, Customer or Case can be identified, and outcome statistics are shared across Workspaces only when they cover enough Cases from enough Merchants that none can be singled out.

57.3 Gmail-derived and other selected mailbox information is never used for training. Revient AI never shows one Merchant's Case data in another Merchant's Workspace.

57.4 Removing a person's name alone is not necessarily sufficient to make information anonymous.

58. Feedback

58.1 If you voluntarily provide product suggestions or feedback, Revient may use that feedback without payment or restriction, provided that this does not transfer ownership of underlying Merchant Data or confidential information to Revient.

59. Third-party services

59.1 Revient depends on third-party services such as cloud providers, payment processors, commerce platforms, email providers, authentication providers, AI providers, communications providers and Partners.

59.2 Revient does not control those third parties and cannot guarantee that their services, APIs or policies will remain available or unchanged.

59.3 Revient is not liable for an independent third party's acts or omissions except to the extent liability arises from Revient's own breach, selection or conduct that cannot lawfully be excluded.

60. Beta, preview and testing functionality

60.1 Revient may label functionality as beta, preview, experimental, development or testing.

60.2 Such functionality may be incomplete, changed or withdrawn and should not be relied upon for critical production decisions unless Revient expressly states that production use is supported.

60.3 Revient may provide a test mode in which no Case is released to a Collection Agency or Buyer.

61. Service availability and maintenance

61.1 Revient will provide the Services with reasonable care and skill.

61.2 Unless a separate written service-level agreement states otherwise, Revient does not guarantee uninterrupted or error-free availability.

61.3 Maintenance, security events, internet failures, cloud-provider issues and third-party platform outages may affect availability.

62. No guarantee of outcomes

62.1 Revient does not guarantee:

• that a Case is legally enforceable;
• that a Partner will accept a Case;
• that a Debtor will pay;
• a particular recovery amount or timeframe;
• that a Buyer will make an offer;
• the amount of any Buyer offer; or
• that a Sell Now transaction will complete.

62.2 Any estimate, forecast, expected recovery range, score or historical statistic is informational unless Revient expressly guarantees it in a signed agreement.

63. No legal, tax, accounting or regulatory advice

63.1 Revient's software, documentation and assessments are not legal, tax, accounting, financial or regulatory advice.

63.2 You are responsible for obtaining professional advice where appropriate for your circumstances, including advice about enforceability, licensing, assignment, taxation or regulatory obligations.

64. Suspension

64.1 Revient may suspend all or part of an Account, Workspace, Case, integration or Partner route where reasonably necessary because of non-payment, security risk, suspected unlawful conduct, false Cases, breach of the Agreement, sanctions concerns, abuse, material complaints, regulatory requirements, platform-policy requirements, compromised credentials or risk to Revient, another user or an individual.

64.2 Where appropriate and lawful, Revient will use reasonable efforts to notify you and provide an opportunity to remedy a remediable breach.

65. Termination

65.1 Either party may terminate the Agreement in accordance with any express cancellation or termination right applicable to the subscription or Partner relationship.

65.2 Revient may terminate immediately for a material breach that cannot reasonably be remedied, fraud, deliberate fabrication of Cases or Evidence, serious security abuse, material sanctions restriction, material licensing failure by a Partner, or another circumstance in which continued performance would be unlawful or create material risk.

65.3 For a remediable material breach, Revient may provide a reasonable cure period before termination.

66. Effect of termination

66.1 When the Agreement ends, your right to access the affected Services ends, subject to any orderly wind-down functionality Revient provides.

66.2 Undisputed amounts already due remain payable.

66.3 Provisions intended by their nature to survive termination, including confidentiality, intellectual property, accrued fees, liability, indemnities, dispute provisions and data-protection obligations, continue to apply.

66.4 Revient may retain information to the extent permitted or required by law, the Privacy Notice, the Data Protection & GDPR terms, a legal hold, security needs, dispute defence or an ongoing Case relationship.

67. Data export, return and deletion

67.1 Revient may provide functionality to export Workspace data, subject to security, technical capability, legal requirements and data rights belonging to others.

67.2 Return and deletion of personal information where Revient acts as Processor is governed by the Data Protection & GDPR document.

67.3 Termination does not require deletion of information that Revient is legally required or entitled to retain.

68. Warranties

68.1 Each party warrants that it has authority to enter the Agreement.

68.2 Revient warrants that it will provide the Services with reasonable care and skill.

68.3 Except as expressly stated in the Agreement and to the maximum extent permitted by applicable law, all other warranties, representations, conditions and terms implied by law, custom or otherwise are excluded.

69. Liability that is not excluded or limited

69.1 Nothing in the Agreement excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that applicable law makes non-excludable.

69.2 Nothing in the Agreement limits a regulator's statutory powers or an individual's statutory rights against a party where those rights cannot lawfully be contracted away.

70. Excluded categories of loss

70.1 Subject to clause 69 and to the maximum extent permitted by law, Revient will not be liable for indirect or consequential loss, or for loss of anticipated profits, anticipated savings, goodwill or business opportunity, in each case to the extent such loss is legally excludable and was not a direct and reasonably foreseeable consequence of Revient's breach.

70.2 This clause does not exclude payment obligations properly due to Revient or liability that the law does not permit Revient to exclude.

71. Revient aggregate liability cap

71.1 Subject to clause 69, Revient's aggregate liability arising out of or in connection with the Agreement in any rolling twelve-month period will not exceed the greater of:

• (LIABILITY CAP FLOOR); and
• the total Subscription Fees and Revient Platform Fees paid or payable by the affected Merchant to Revient during the twelve months immediately preceding the event giving rise to the claim.

71.2 For a claim arising within the first twelve months of the Agreement, the fee limb is calculated by reference to the period from the start of the Agreement to the event giving rise to the claim.

71.3 If a separate signed enterprise agreement specifies a different cap, that agreement controls to the extent of the conflict.

72. Independent Partner conduct

72.1 Revient is not responsible for an independent Partner's collection communications, legal proceedings, purchase decisions or other acts or omissions solely because the Partner participates in Revient.

72.2 This does not exclude liability arising from Revient's own breach, negligent conduct, unlawful processing or other responsibility that cannot lawfully be excluded.

72.3 Revient does not authorise or share in a Partner's separately claimed court or enforcement costs. Revient will maintain controls to separate those amounts from Case principal and respond to credible reports of unauthorised charging. A contractual allocation of responsibility to the Partner does not by itself release Revient from liability for its own conduct or from non-excludable legal duties.

73. Merchant indemnity

73.1 To the extent permitted by law, the Merchant will indemnify Revient against third-party claims, damages, regulatory costs and reasonable external professional expenses arising directly from:

• a knowing or material breach of the Merchant Case warranties;
• a receivable submitted, placed or sold without the Merchant having the required authority;
• deliberate fabrication of Evidence;
• unlawful Merchant-controlled disclosure of personal information to Revient or a Partner;
• infringement caused by material supplied by the Merchant; or
• an unlawful instruction issued by the Merchant.

73.2 The indemnity does not apply to the extent the relevant loss was caused by Revient's own breach, negligence, unlawful conduct or unauthorised departure from the Merchant's instructions.

74. Partner indemnity

74.1 To the extent permitted by law, a Partner will indemnify Revient against third-party claims, damages, regulatory costs and reasonable external professional expenses arising directly from the Partner's:

• material breach of its licensing or authorisation warranties;
• unlawful collection conduct;
• demanding, disguising or retaining an unauthorised Customer surcharge or misrepresenting a Partner charge as a Revient, court or enforcement charge;
• unlawful acquisition, ownership or enforcement of a receivable;
• infringement caused by Partner-supplied materials; or
• material breach of its own privacy, security or confidentiality obligations.

74.2 The indemnity does not apply to the extent the relevant loss was caused by Revient.

75. Insurance

75.1 Revient may require Partners to maintain insurance appropriate to their activities and may request evidence of coverage.

75.2 Revient does not represent that a particular insurance policy exists unless that statement is expressly made and accurate at the time.

76. Force majeure

76.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including significant internet or cloud outages, natural disasters, war, civil disorder, governmental action, labour disruption, epidemics, sanctions events or widespread third-party infrastructure failures.

76.2 This clause does not excuse payment obligations that accrued before the force-majeure event.

77. Regulatory and platform changes

77.1 If a change in law, regulator requirement, Partner licensing, third-party platform rule or other binding requirement materially affects a Service, Revient may restrict, suspend, modify or discontinue the affected feature, integration, Case category or Supported Territory.

77.2 Revient is not required to continue providing functionality that it reasonably determines is unlawful, prohibited by a material platform requirement, unsafe or no longer capable of being provided on commercially reasonable terms.

78. Complaints

78.1 Service complaints may be submitted to (SUPPORT EMAIL).

78.2 Privacy complaints may be submitted to (PRIVACY EMAIL) and are handled in accordance with the Privacy Notice and Data Protection & GDPR document.

78.3 A complaint about an independent Collection Agency's conduct may be referred to that Partner without limiting Revient's right to investigate the Partner's compliance with Revient participation requirements.

79. Electronic communications and notices

79.1 Revient may provide operational and contractual notices through the dashboard or to an Account administrator's registered email address.

79.2 You must keep your contact information current.

79.3 Formal legal notices to Revient must be sent to (LEGAL EMAIL) and, where required, to (REGISTERED OFFICE ADDRESS).

80. Changes to these Terms

80.1 Revient may update these Terms from time to time.

80.2 Where an update materially affects pricing, liability allocation, material data-processing commitments or the nature of the Services, Revient will provide reasonable notice where practicable and may require affirmative reacceptance.

80.3 Changes required urgently for law, security, fraud prevention or third-party platform compliance may take effect more quickly where reasonably necessary.

80.4 The version and effective date will be displayed at the top of these Terms.

81. Assignment

81.1 You may not assign the Agreement without Revient's prior written consent, except where Revient agrees otherwise in writing.

81.2 Revient may assign the Agreement as part of a merger, corporate reorganisation, financing, or sale of all or substantially all of the relevant business or assets, provided that the assignee assumes Revient's applicable obligations.

82. Subcontracting

82.1 Revient may use subcontractors and service providers to perform parts of the Services.

82.2 Where a provider processes personal information on Revient's behalf, applicable data-protection requirements are addressed in the Data Protection & GDPR document.

82.3 Revient remains responsible for its contractual obligations to the extent required by the Agreement and applicable law.

83. Independent contractors; no partnership or general agency

83.1 Revient, Merchants and Partners are independent contractors.

83.2 Nothing in the Agreement creates an employment relationship, partnership, fiduciary relationship, joint venture or general agency between Revient and a Merchant or Partner.

83.3 A Partner has no authority to bind Revient unless Revient expressly grants that authority in writing.

84. No third-party contractual rights

84.1 Except where the Agreement expressly states otherwise, a person who is not a party to the Agreement has no contractual right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

84.2 This clause does not restrict independent statutory rights held by an individual, regulator or other person under applicable law.

85. Entire agreement and non-reliance

85.1 The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior proposals, representations and discussions concerning the same subject matter.

85.2 Each party acknowledges that it has not relied on a statement not incorporated into the Agreement when entering it, except that nothing excludes liability for fraud or fraudulent misrepresentation.

86. Severability

86.1 If a provision of the Agreement is illegal, invalid or unenforceable, it will be interpreted or reduced to the minimum extent necessary to make it lawful and enforceable where possible.

86.2 If that is not possible, the affected provision will be severed and the remainder will continue in effect.

87. Waiver

87.1 Failure or delay in exercising a right does not waive that right.

87.2 A waiver is effective only for the specific matter for which it is given.

88. Cumulative remedies

88.1 Unless expressly stated otherwise, contractual rights and remedies are cumulative and do not exclude rights provided by law.

89. Language

89.1 The English version of the Agreement is the controlling version unless mandatory applicable law requires otherwise.

89.2 A translation may be provided for convenience but does not override the English version unless Revient expressly agrees otherwise.

90. Electronic contracting and records

90.1 The parties agree that the Agreement may be formed electronically, including through checkbox acceptance or another legally valid electronic method.

90.2 Electronic records may be used to evidence acceptance, instructions, Case releases, transactions and other actions.

90.3 Revient will make the applicable Terms available in a form that can be stored or reproduced.

91. Good-faith resolution of disputes

91.1 Before commencing ordinary court proceedings, the parties will use reasonable efforts to resolve a commercial dispute through good-faith discussions between authorised representatives for at least (PRE-LITIGATION DISCUSSION PERIOD), unless urgent injunctive, protective or limitation-period relief is reasonably required.

91.2 This clause does not prevent either party from seeking urgent interim relief or taking steps necessary to preserve a legal right.

92. Governing law

92.1 The Agreement and any non-contractual obligations arising out of or in connection with it are governed by (GOVERNING LAW - EXPECTED TO BE ENGLAND AND WALES IF THE COMPANY IS INCORPORATED THERE).

92.2 The governing-law clause does not disapply mandatory law that applies regardless of the parties' contractual choice and cannot lawfully be excluded.

93. Courts and jurisdiction

93.1 Subject to mandatory applicable law, the courts of (COURTS OF EXCLUSIVE JURISDICTION - EXPECTED TO BE ENGLAND AND WALES) have exclusive jurisdiction over disputes arising out of or in connection with the Agreement.

93.2 Revient may seek urgent protective or injunctive relief in another court with competent jurisdiction where reasonably necessary to protect confidential information, intellectual property, platform security or prevent fraud or misuse.

94. Company and contact information

Revient / (COMPANY LEGAL NAME) LIMITED
Company number: (COMPANY REGISTRATION NUMBER)
Registered in: (JURISDICTION OF INCORPORATION)
Registered office: (REGISTERED OFFICE ADDRESS)
VAT number: (VAT NUMBER, IF APPLICABLE)
ICO registration number: (ICO REGISTRATION NUMBER, IF APPLICABLE)
Legal: (LEGAL EMAIL)
Privacy: (PRIVACY EMAIL)
Support: (SUPPORT EMAIL)
Website: (WEBSITE URL)