Early payment agreement | Canada

1. Purpose & Scope

1.1. This Master Early Payment Agreement (the “Agreement”) is made between Quickly Technologies Inc. (“Quickly”) and the party using the Quickly platform (“you”, “your”, “User”, “Buyer”) that accepts this Agreement. The purpose of this Agreement is to govern the early payment transactions facilitated by Quickly, ensuring a streamlined and legally compliant process. Unless otherwise defined herein, capitalized words shall have the meanings assigned to such terms set forth in the Quickly Terms of Service, which incorporates this Agreement.

2. Definitions

2.1. Buyer: The entity that has a liability to a Seller for goods or services rendered.

2.2. Seller: A supplier or vendor of the Buyer that sends invoices to the Buyer for goods or services rendered.

2.3. Services: The Quickly website, application, and early payment service collectively.

2.4. Invoices: Bills submitted by the Seller to the Buyer for goods or services rendered.

3. Early Payment Service

3.1. Buyers may use the Quickly application to receive, approve, decline, and pay invoices from their suppliers (Sellers).

3.2. Sellers may request early payment for invoices that are not presently due and payable by selecting the “Request Early Payment” or similar option on the Quickly website.

3.3. Each invoice and early payment request must be approved by the Buyer using the Quickly website.

3.4. Early payments to the Seller may be made by the Buyer.

3.5. The Buyer may elect to allow Quickly to make the early payment on their behalf.

3.5.1. If Quickly makes the early payment on the Buyer’s behalf, the Seller thereby sells, factors, and irrevocably assigns all of its right, title and interest in the early paid Invoice(s) to Quickly.

4. Buyer Obligations

4.1. IN CONSIDERATION of, and subject to the Buyer’s approval of any Invoices, the Buyer agrees and certifies that:

4.1.1. The invoices approved are truthful and accurate and the total amounts of each invoice represent a legal obligation of the Buyer as applicable under Generally Accepted Accounting Principles.

4.1.2. If Quickly makes an early payment on the Buyer’s behalf, the Buyer shall pay the total amount of the Invoice within 5 business days of the date defined on the Quickly website as the “Expected Payment Date” of that Invoice.

4.1.2.1. The Buyer shall be entitled to a discount of up to 20% of the early payment fees earned by Quickly from the Seller for the early payment of that Invoice as long as the total amount of the Invoice is paid by the Buyer by the “Expected Payment Date” with a grace period of 5 business days.

4.1.3. If the Buyer makes the early payment, the Buyer shall be entitled to a discount of up to 80% of the early payment fees earned by Quickly from the Seller for the early payment of that Invoice.

4.2. Payment of the total amount of all early payment Invoices must be made directly to Quickly. If a payment is made directly to the Seller, it is the responsibility of the Buyer to recover the funds from the Seller and provide payment to Quickly.

5. Conditions of Use

5.1. The Buyer must be approved by Quickly.

5.2. The Seller must be approved by Quickly.

5.3. The Buyer must add Quickly as a Supplier or Payee to process payments for invoices that are paid on their behalf by Quickly.

6. Payments to Quickly

6.1. Payments for all invoices approved for early payment through the Quickly Website or Services must be made on the Website or as per clauses 6.3, 6.4, 6.5, or 6.6.

6.2. Payments made through the Website or Services will incur transaction fees as disclosed on the Website or Services prior to the completion of those payments.

6.3. Direct deposit or EFT; Payee name: Quickly Technologies Inc. | Payee bank: ATB | Branch number: 07609 | Bank number: 219 | Account number: 00462560978

6.4. E-transfers can be sent to accounting@helloquickly.com (no password required)

6.5. Make all checks payable to Quickly Technologies Inc.

6.6. For International transfers please email accounting@helloquickly.com for instructions

6.7. Business number: 773028899

6.8. In all other respects, the Seller and Buyer shall maintain their legal and business dealings independent of Quickly and its Services.

7. Marketing and Communications

7.1. Buyer allows Quickly to contact the Buyer’s suppliers to discuss the Early Payment Service at its sole discretion. The Buyer will notify Quickly in writing if they do not want Quickly to contact any specific suppliers.

8. Proper Law

8.1. This Agreement is subject to the laws of Alberta and the parties hereto consent to attorn to the exclusive jurisdiction of the courts of Alberta in respect of all proceedings arising under this Agreement.

9. Survival

9.1. The conditions and obligations under this Agreement shall be binding upon all parties’ successors and assigns.

10. Acceptance of Agreement

10.1. By logging in to the Quickly website, coupled with a mouse click on the “I Accept” button below, you are providing evidence of your identity and intent to sign, and agreeing to be legally bound by this agreement and the conditions and obligations herein.

10.2. As a Buyer, by selecting the “Approve” option on an Invoice, on the website, the Buyer agrees and consents to be legally bound by this agreement and the conditions and obligations herein.

Pre-Authorized Debit Agreement

This Pre-Authorized Debit Agreement (the “PAD Agreement”) is made between Quickly Technologies Inc. (“Quickly”) and the party using the Quickly platform (“you”, “your”, “User”, “Buyer”) that accepts this Agreement.

Payment Information

Amount and Frequency of debits will be variable. Amount and Timing of debits will be triggered by the customer completing the bill payment checkout process in the Quickly Web Application (www.helloquickly.com) or requesting a debit via email to team@helloquickly.com.

Pre Authorized Debit Terms

Authorization
I authorize Quickly Technologies Inc. to debit my bank account as outlined in the payment information above.

Notification
I agree to waive any legislative or regulatory requirement for pre-notification.

Recourse
I/we have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any PAD that is not authorized or is not consistent with this PAD Agreement. To obtain more information about your recourse rights, you can visit www.payments.ca.

Cancellation
This authority is to remain in effect until the above business has received written notification from me/us of its change or termination. This notification must be received at least ten (10) business days before the next debit is scheduled. I/We may obtain a sample cancellation form, or more information on my/our right to cancel a PAD Agreement at www.payments.ca.

Account Authorization
The Account information for the account to be debited is provided in the “Connect Bank” section of the Quickly Web Application.

By logging in to the Quickly website, coupled with a mouse click on the “I Accept” button below, I acknowledge that I/we have authority under the terms of my/our account agreement with my/our financial institution to debit the account.