Pioneer Partner Program

This is an exciting time for Daniel Finance Ltd (“DANIEL”) as we launch our business payments account. We recognise the vital role our first customers and affiliates play in driving our success and creating value in DANIEL, which is why we have designed the Pioneer Partner Program Agreement (“PPPA”): to help you and/or your organisation share in the value created.

We set out below the terms of the PPPA to receive share options for cross-border payment volumes and a prepayment of payment fees. Please note that this is not a contract with DANIEL for an account or for using our payment services – that will be executed at the time of onboarding.                                      

We look forward to a mutually rich and rewarding relationship with you in the future.

David Daniel
Founder CEO

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Pioneer Partner Program terms and conditions

Please only sign up for the Pioneer Partner Program ("PPPA") after reading and agreeing with the terms set out below. By signing up, you agree with these terms.

1. Overview

This agreement sets out the commercial rules and technical implementation for an incentive program between the Parties, whereby the Pioneer Partner is a client of DANIEL and or makes referral of new clients (“Referred Customers”) to DANIEL and is remunerated as follows:

The Pioneer Partner Program Agreement (“PPPA”) will allot share options to the Pioneer Partner under the terms of a separate option contract, on the basis of:

1. Cross-border payment volumes of the Pioneer Partner (via DANIEL) during the term of their initial contract for payment services with DANIEL; and
2. Cross-border payment volumes of their Referred Customers (via DANIEL) during the term of the Referred Customers initial contract for payment services with DANIEL or the term of the Pioneer Partner’s initial contract for payment services with DANIEL, whichever is shorter.

In either instance, the number of shares to be granted under the share option contract will be determined at a rate of 1,000 shares per $1 million in cross-border payments made (by the Pioneer Partner or the Referred Customer), rounded down to the nearest million (the “Payments Shares”)

Total Payments Shares to be issued to the Pioneer Partner will be subject to a cap and not exceed 100,000.

In addition, for each additional increment of £10,000 in future fees paid on signing of this agreement to DANIEL (the “Prepayment”), the Pioneer Partner will be entitled to an additional 10% uplift on the Payments Shares (“the Prepayment Shares”). This is subject to a maximum uplift of 100%.

The Payment Shares and Prepayment Shares will be issued under the terms of a separate Share Option contract and will be determined at the end of the term of the initial contract for payment services. Payments processed in other currencies will be converted to US Dollars at the prevailing exchange rate at the time of the transaction.

An illustrative example has been included in the Appendix for reference.

2. Agreement Term

The effective date of this agreement is the timestamped date that you sign up to the Pioneer Partner Program (the “Commencement Date”), and it will continue in force until the earlier of a share option contract being executed in accordance with this agreement, or a period of two years.

3. Valid Referral

A “Referred Customer” is a customer who is introduced to the Company by the Pioneer Partner during the term of this agreement under the following conditions:

A "Referred Customer" of the Pioneer Partner is defined as a company that subsequently enters into a contract with DANIEL for payment services, as a direct result of an introduction or referral to DANIEL by the Pioneer Partner.

A valid referral is one in which DANIEL is not already engaged in business development with the Referred Customer, and requires written confirmation by both the Pioneer Partner and Referred Customer at the time of contract that the referred client is acting on the referral of the Pioneer Partner. This may be confirmed via email, or automated into the client onboarding process in due course.

In the case of Group companies making payments via DANIEL, payments made by Related Parties of both the Pioneer Partner and the Referred Customer will be included. The definition of Related Parties includes:

1. a parent company, as determined under the relevant accounting rules; or
2. a subsidiary; or
3. a joint venture partner; or
4. an associate (> 10% of shares held) of a related party referred to in paragraphs 1, 2 or 3 above.

4. Consequential Introductions

Where a Referred Customer introduces the Company to a third party who independently purchases products/services from the Company, the Pioneer Partner will not, by virtue of the initial referral, be deemed to have referred the third party to the Company.

5. Disputes

Either Party will promptly notify the other in writing in accordance with Clause 7 of any Referred Customer complaints, disputes or potential or actual litigation. In the event litigation is brought by the end user against either the Pioneer Partner or the Company, each Party will hold the other harmless in the face of such litigation and neither Party will be liable towards the other.

In the event that the Pioneer Partner queries any share options that they are due for any given period, the Company will investigate that query. If it is agreed that there was a miscalculation and that the Pioneer Partner was due to receive a greater number of share options than they received, the Company will revise the summary and issue an updated summary.

6. Limitation of Liability

Nothing in this agreement will limit or exclude the liability of either party for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(c) any matter in respect of which it would be unlawful to exclude or restrict liability.

Neither party will under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(a) any loss of profit, sales, revenue, or business;

(b) loss of anticipated savings;

(c) loss of or damage to goodwill;

(d) loss of agreements or contracts;

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

(f) any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or

(g) any loss that is an indirect or secondary consequence of any act or omission of the party in question.

The total liability of either party to the other in respect of all losses or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the aggregate number of share option issuances issued or issuable between the parties which has accumulated under this agreement.

7. Notices

Any notice or other communication or information to be given in connection with this agreement will be in writing and in English and will be sent by email to:

• for the Company, the Company's CEO.

• for the Pioneer Partner, the Pioneer Partner's CEO.

A communication sent according to this clause will be deemed to have been received at the time of completion of transmission by the sender, except that if a communication is received between 5:30pm on a day other than a Saturday, Sunday, or public holiday in England and Wales and 9: 30am on the next day other than a Saturday, Sunday or public holiday in England and Wales, it will be deemed to have been received at 9:30am on the second of such other days.

8. Information to be Provided

Either Party will promptly provide the other with reasonably requested data, documents or such other information that is necessary or appropriate to that Party to discharge its obligations or to comply with any applicable law or regulations.

9. No Joint Venture

Neither Party will have power or authority to incur any liability on behalf of the other Party or their Pioneer Partners or in any way to pledge the credit of the other Party or its Pioneer Partners or accept or make any contract binding upon that Party or its Pioneer Partners or give or make any warranty or representation on the other’s behalf.

10. Use of Trading Names

Neither Party will hold itself out as an agent or Pioneer Partner of the other, will not act on behalf of the other, nor use the other’s name in any form of promotion or advertisement without the prior written consent of the other Party.

Should such consent be given for the purpose of using a logo or branding owned by either of the Parties, then the requesting Party will receive a non-exclusive, revocable licence to use such logo and branding for the purpose it was requested for until that purpose has been fulfilled or otherwise when this agreement is terminated without any additional notice.

A branding pack can be requested from the Company. Should the Company provide its branding pack, it reserves the right to review any materials used in it by the Pioneer Partner prior to publication by the Pioneer Partner.

11. Confidential Information

At all times during the term of this agreement and following the termination thereof, the Parties will keep confidential any information acquired in respect of the other as a result of this Agreement regarding the business, affairs and customers of each other and will not disclose this information to third parties except as may be required by law or regulation.

12. Data Protection

12.1 Each Party will, at its own expense, ensure that it complies with and where necessary assists the other Party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to and does not reduce, remove or replace, a party's obligations arising from such requirements.

12.2 The Parties will enter into a separate data-sharing or processing agreement if required to do so under the relevant data protection legislation in relation to the data processed or shared during the term of this agreement.

13. Renewal, Termination, Assignment, Waiver

This agreement may be modified only in writing and signed by both Parties. It may be terminated without cause by either Party on 14 days' prior written notice to the other and may be terminated by either Party with cause upon dispatch of written notice to the other if any representation or warranty of the other ceases to be true or any obligation of the other is not duly performed or, in the sole judgement of either Party, the other has failed to comply with all applicable provisions of law.

Neither Party may assign its rights or obligations hereunder without prior written consent of the other. Failure or delay in exercising any right under this agreement is not a waiver thereof or of any subsequent breach by the other Party of any representation, warranty or obligation hereunder. Notwithstanding the provisions of this Clause 16, either Party will be entitled to terminate this agreement immediately, with cause, if:

a Party or any of the directors of a Party are in material breach of their or its obligations under this agreement or fails to comply with any other agreement, covenant, warranty or undertaking given by either Party or any other regulatory authority; or

in the reasonable opinion of either Party, there has occurred a material adverse change in the business, financial or trading position of one of the Parties; or

either Party becomes insolvent or has any winding-up, receivership or administrative order made in respect of it, or makes or seeks to make any arrangement with its creditors or passes a resolution for its winding-up or a petition is presented for its winding-up or administration; or

either Party considers its name or reputation likely to be prejudiced by this agreement continuing.

Where this agreement is terminated with cause, then the Company will honour and issue any share options that have accrued but remains unissued on the termination date. On the termination date a final payments summary will be sent to the Pioneer Partner and the share option contract will be issued in accordance with this agreement. No further share option issuances will be made for any payments generated from any existing Referred Customer or any business relation referred to the Company after the termination date.

14. Entire Agreement

This agreement 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.

15. Third Party Rights

A person who is not a party to this agreement will not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16. Severance

If any provision of this agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this agreement will remain in full force and effect and will not in any way be impaired.

If any provision of this agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

17. Governing Law

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

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

By signing up to the Pioneer Partner Program you agree to all of the above.

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Appendix - Illustrative Example