Merchant Terms of Service
Effective Date: May 20, 2026
These Merchant Terms of Service ("Agreement") govern your use of the Wurthy platform and related services. By creating an account, completing onboarding, or originating a Retail Installment Contract through the platform, you ("Merchant," "You," or "Customer") agree to be bound by these terms. "Wurthy" means Wurthy Services, LLC, a Delaware limited liability company.
1.1 Wurthy provides a software-as-a-service platform that enables Merchants to originate, manage, and service retail installment contracts ("RICs") with their end customers ("Buyers"). The platform includes contract generation, federal and state disclosure tooling, checkout workflow, electronic signature capture, payment processing coordination through third-party service providers, and recordkeeping support.
1.2 Wurthy is a software and workflow provider only. Wurthy does not originate credit, set credit terms, fund transactions, purchase or take assignment of RICs, guarantee payment, or bear the economic risk of Buyer nonpayment. Wurthy is not a party to any RIC originated through the platform. Each RIC includes a disclosure to the Buyer confirming Wurthy’s limited role as Platform Provider (RIC Master Template Section 12B).
1.3 The Merchant is the seller-creditor on each RIC. The Merchant controls all material terms of each RIC, including the cash price, time-price differential, payment schedule, and Buyer eligibility criteria. Wurthy provides standardized templates and compliance tooling but does not make credit decisions.
2.1 Lawful Business. You represent and warrant that you are a lawfully organized and validly existing business entity, and that the services you offer to Buyers through the platform are lawful in each jurisdiction where you operate.
2.2 Seller-Creditor Status. You acknowledge that you are the creditor on each RIC you originate through the platform. You are responsible for all obligations of the seller-creditor under applicable state and federal law, including compliance with the Truth in Lending Act, Regulation Z, the FTC Holder Rule, and applicable state retail installment sales acts and consumer credit codes.
2.3 Accuracy of Information. You represent that all information you provide to Wurthy and to Buyers through the platform, including pricing, service descriptions, and disclosures, is accurate and complete.
2.4 Consumer-Purpose Verification. You will not use the platform to originate RICs for transactions that are primarily for business, commercial, agricultural, or investment purposes. You will rely on the platform’s consumer-purpose attestation and will not knowingly override or circumvent it.
3.1 State Filings and Registrations. Certain states require merchants that offer retail installment sales to complete seller-side filings, registrations, notifications, or other administrative requirements under the applicable retail installment sales act or consumer credit code. These are not lending licenses. They are administrative requirements imposed on sellers that extend credit to consumers for their own goods or services.
3.2 Merchant Attestation. By activating your account and originating RICs in any jurisdiction, you attest that you have completed, or are in the process of completing, all filings, registrations, notifications, or other administrative requirements applicable to your business in that jurisdiction as a retail installment seller. You agree to maintain such filings in good standing for so long as you originate RICs through the platform.
3.3 Platform Reliance. Wurthy relies on your attestation under Section 3.2 to determine your eligibility to originate RICs in each jurisdiction. Wurthy does not independently verify your state filings or registrations. You bear sole responsibility for identifying and completing the applicable requirements.
3.4 Notification of Changes. You will promptly notify Wurthy if: (a) any state filing, registration, or license applicable to your retail installment sales activity lapses, is revoked, or is denied; (b) you receive any regulatory inquiry, demand, or enforcement action related to your installment sales activity; or (c) you become aware of any change in state law that may affect your eligibility to originate RICs in a jurisdiction where you operate.
3.5 Blocked Jurisdictions. Wurthy may block RIC origination in certain jurisdictions based on its compliance analysis. You may not originate RICs in blocked jurisdictions, and any attempt to do so through misrepresentation of your business location will constitute a material breach of this Agreement. Jurisdiction is determined by the location of your business, not the location of the Buyer.
4.1 Platform Fee. In consideration for use of the Wurthy platform, you agree to pay Wurthy a platform fee as described in Exhibit A (Fee Schedule and Payment Terms) to this Agreement. Exhibit A sets out the fee calculation, payment terms, and related provisions.
4.2 No Buyer-Facing Fees. Wurthy does not impose any fees directly on Buyers. All platform economics are between Wurthy and the Merchant. The Buyer’s obligations under each RIC are limited to the cash price, time-price differential, and any charges expressly disclosed in the RIC (such as late fees or collection costs permitted by applicable law).
4.3 Payment Processing. Payments from Buyers are processed through Wurthy’s payment processing partners. Wurthy’s platform fee is deducted from Buyer payments before remittance to you, in the order and amounts described in Exhibit A. Payment processing costs are included in the Wurthy Fee; no separate processing fee is charged to you.
5.1 Appointment. You appoint Wurthy as your limited agent for the purpose of servicing and administering RICs originated through the platform (each, a "Serviced RIC"). Wurthy’s servicing activities include processing payments, sending statements, issuing payment reminders and early-stage delinquency notices, and communicating with Buyers about account status. When an account becomes delinquent, Wurthy will engage a qualified third-party collection agency to pursue collection on your behalf as described in Section 5.2(e); Wurthy does not itself perform debt collection on delinquent accounts. This appointment is effective upon your acceptance of this Agreement and continues for the term of this Agreement, subject to the revocation provisions in Section 5.8.
5.2 Scope of Authority. Wurthy is authorized, on your behalf and in your name, to:
5.3 Limitations. Wurthy will not, without your prior written consent:
5.4 Servicing Standard. Wurthy will service Serviced RICs in a commercially reasonable manner, consistent with applicable federal and state law, including the Fair Debt Collection Practices Act, the Fair Credit Reporting Act, the Truth in Lending Act, and applicable state debt collection and consumer protection statutes.
5.5 Collection Costs. Where permitted by applicable law and by the terms of the applicable RIC, the third-party collection agency engaged under Section 5.2(e) may recover reasonable costs of collection from the Buyer, including attorney’s fees, collection agency fees, and court costs. Collection costs are obligations of the Buyer and do not reduce your economic interest in the RIC. Neither Wurthy nor the third-party agency will assess or recover collection costs in excess of the amounts permitted under applicable state law.
5.6 Reporting. Wurthy will provide you with reasonable access to servicing records, payment histories, and collection activity for your Serviced RICs through the platform.
5.7 Indemnification. Wurthy will indemnify you from claims arising out of Wurthy’s breach of this Section 5 or Wurthy’s failure to comply with applicable law in performing servicing activities. You will indemnify Wurthy from claims arising out of the origination of any RIC, the terms of any RIC, or your breach of this Agreement.
5.8 Revocation. You may revoke the authority granted in this Section 5 upon sixty (60) days’ prior written notice to Wurthy. Upon revocation, you assume responsibility for all servicing and collection on your RICs. Revocation does not affect collection actions already in progress, collection costs already assessed, or platform fees already earned.
5.9 Survival. Sections 5.5 (Collection Costs), 5.7 (Indemnification), and any accrued obligations survive termination or revocation.
6.1 You are the data controller for all Buyer personal information collected through the platform in connection with RICs you originate. Wurthy processes Buyer data on your behalf as a service provider and in accordance with its Privacy Policy.
6.2 You are responsible for providing any required privacy notices to Buyers and for complying with applicable data protection laws in connection with the RICs you originate.
7.1 Wurthy retains all rights in the platform, including all software, templates, tooling, and documentation. This Agreement grants you a limited, non-exclusive, non-transferable license to use the platform during the term of this Agreement for the purpose of originating and managing RICs.
7.2 You retain all rights in your business information, branding, and the RICs you originate. You grant Wurthy a limited license to use your name, logo, and business information as necessary to operate the platform and perform servicing activities on your behalf.
8.1 Term. This Agreement is effective upon your acceptance and continues until terminated by either party.
8.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days’ prior written notice.
8.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure within fifteen (15) days after receiving written notice of the breach.
8.4 Effect of Termination. Upon termination: (a) you may not originate new RICs through the platform; (b) Wurthy’s servicing authority under Section 5 continues for outstanding Serviced RICs unless you revoke it under Section 5.8; (c) all accrued fees remain due; and (d) Wurthy will cooperate with the transition of servicing records if you assume servicing.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WURTHY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY YOU TO WURTHY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.2 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.
10.1 Entire Agreement. This Agreement, including Exhibit A (Fee Schedule and Payment Terms) and any other documents incorporated by reference, constitutes the entire agreement between the parties.
10.2 Amendments. Wurthy may amend this Agreement upon thirty (30) days’ notice to you. Your continued use of the platform after the effective date of the amendment constitutes acceptance.
10.3 Assignment of This Agreement. You may not assign this Agreement without Wurthy’s prior written consent. Wurthy may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Assignment of this Agreement does not by itself transfer any RICs; transfer of individual RICs is governed by Section 10A.
10.4 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.
10.5 Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and delivered by email to the address on file for each party through the platform. Notices are deemed received when sent to the email address of record. Each party is responsible for keeping its email address current through the platform. If a party withdraws consent to electronic communication, notices shall be sent by U.S. mail to the most recent mailing address on file, deemed received three (3) business days after mailing.
10A.1 Merchant’s Right to Assign. You may assign, sell, or transfer one or more Serviced RICs to a third party (an “Assignee”) with Wurthy’s prior written consent, which shall not be unreasonably withheld. You shall provide Wurthy with at least fifteen (15) days’ advance notice of any proposed assignment, together with information reasonably requested by Wurthy about the Assignee.
10A.2 Servicing Continuity. Unless otherwise agreed in writing, Wurthy’s servicing authority under Section 5 continues after any assignment. The Assignee takes the RIC subject to Wurthy’s existing servicing relationship and the Exhibit A fee waterfall. Wurthy will remit Net Remittances to the Assignee (or its designee) upon receiving written notice of the completed assignment and payment instructions.
10A.3 Fee Continuity. The Platform Fee associated with any assigned RIC remains in effect after assignment. Wurthy continues to deduct its Platform Fee from Buyer Payments in accordance with Exhibit A, regardless of the identity of the RIC holder. The Assignee receives Net Remittances on the same terms that would have applied to You.
10A.4 Buyer Obligations Unchanged. Assignment of a RIC does not alter the Buyer’s payment obligations, cure rights, or any other term of the RIC. Each RIC includes an assignment provision (RIC Master Template Section 12A) disclosing to the Buyer that the Seller may assign the RIC without Buyer consent.
10A.5 Bulk Transfer. In connection with a sale of Your business or a substantial portion of Your RIC portfolio, You and Wurthy will negotiate in good faith regarding transition of the servicing relationship, fee terms, and Assignee onboarding. Wurthy may condition its consent on the Assignee’s agreement to be bound by this Agreement, including Exhibit A (or substantially similar terms).
10B.1 E-SIGN Act and UETA. This Agreement and all documents incorporated by reference may be executed, accepted, and delivered by electronic means. Electronic signatures, whether by click-through acceptance, typed name, or other electronic method, have the same legal force and effect as handwritten signatures, pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted in the applicable jurisdiction.
10B.2 Electronic Communications. You consent to receive all notices, disclosures, statements, and other communications from Wurthy in electronic form, delivered to the email address on file through the platform. You confirm that You have the hardware and software necessary to access electronic communications and that Your email address is current and monitored.
10B.3 Consumer E-SIGN Consent. Each Buyer provides a separate electronic consent at checkout as part of the RIC execution process (RIC Master Template Section 14). You acknowledge that Buyer e-sign consent is obtained through the platform and that You are responsible for ensuring the consent workflow complies with applicable law.
10.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.
10.7 Waiver. No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. Failure to enforce any provision does not constitute a waiver of future enforcement.
10.8 Headings. Section headings are for convenience of reference only and do not affect the interpretation of this Agreement.
By clicking "I Agree," completing onboarding, or originating a Retail Installment Contract through the Wurthy platform, you acknowledge that you have read, understand, and agree to be bound by these Merchant Terms of Service, including Exhibit A (Fee Schedule and Payment Terms), the Servicing Authority and Limited Power of Attorney in Section 5, and all other provisions of this Agreement.
MERCHANT:
Business Name:
Authorized Representative:
Date:
Fee Schedule and Payment Terms
This Exhibit A is part of the Merchant Terms of Service between You ("Merchant") and Wurthy Services, LLC ("Wurthy"). Capitalized terms not defined here have the meanings given in the main body of this Agreement. This Exhibit governs the fees You owe Wurthy for use of the platform in connection with Retail Installment Contracts originated through Wurthy.
"Buyer Payment" means any payment received from a Buyer under a Serviced RIC, including scheduled installment payments, prepayments, and any permitted late fees or collection costs recovered from the Buyer.
"Gross Payment" means a Buyer Payment before deduction of any fees or costs.
"Net Remittance" means the amount remitted to You after deduction of the Wurthy Cut from the Gross Payment.
"Platform Fee" means the component of the Wurthy Fee calculated as a percentage of the Amount Financed, as set forth in the fee schedule in Section 2.
"RIC Principal" means the Amount Financed under a Serviced RIC (i.e., the Cash Price minus any Down Payment).
"Time-Price Differential" means the Finance Charge disclosed in the Serviced RIC, representing the difference between the cash price and the deferred price of the services.
"Yield Participation Fee" means the component of the Wurthy Fee calculated as a percentage of the Time-Price Differential, as set forth in the fee schedule in Section 2.
"Wurthy Fee" means the total fee payable by You to Wurthy for each Serviced RIC, equal to the sum of the Platform Fee and the Yield Participation Fee. The Wurthy Fee is a fixed dollar amount calculated at origination as described in Section 2. The Wurthy Fee is inclusive of all payment processing costs; no separate processing fee is charged to You. The Wurthy Fee is a fee for Wurthy’s software and servicing platform; it is not interest, a finance charge, or a cost borne by the Buyer.
"Total RIC Amount" means the sum of the Amount Financed and the Time-Price Differential under a Serviced RIC — i.e., the total amount the Buyer will pay over the life of the RIC if all scheduled payments are made as due (equivalent to the Total of Payments disclosed in the RIC).
"Fee Ratio" means the ratio of the Wurthy Fee to the Total RIC Amount (F ÷ T), calculated once at origination and used to determine Wurthy’s share of each Buyer Payment. The Fee Ratio is fixed at origination and does not change unless the RIC is formally restructured under Section 6.
2.1 Fee Calculation. In consideration for use of the Wurthy platform, You agree to pay Wurthy a Wurthy Fee for each RIC originated through the platform. The Wurthy Fee is the sum of two components, each calculated at origination: (a) the Platform Fee, equal to 2% of the Amount Financed; and (b) the Yield Participation Fee, equal to 30% of the Time-Price Differential. The resulting Wurthy Fee is a fixed dollar amount that does not change unless the RIC is formally restructured under Section 6.
Fee Schedule:
| Fee Component | Amount / Rate |
|---|---|
| Platform Fee | 2% of Amount Financed |
| Yield Participation Fee | 30% of Time-Price Differential |
2.2 When Earned. The Wurthy Fee is earned at the time each RIC is originated through the platform. Wurthy’s right to the Wurthy Fee accrues upon Buyer execution of the RIC, regardless of whether or when the Buyer makes payments.
2.3 Fee Ratio and Burn-Down. Although the Wurthy Fee is earned at origination, it is collected incrementally as Buyer Payments are received using the Fee Ratio. For each Buyer Payment, Wurthy’s share (the “Wurthy Cut”) equals the lesser of (a) the Buyer Payment multiplied by the Fee Ratio, or (b) the Remaining Fee Balance. The Remaining Fee Balance starts at the full Wurthy Fee amount and decreases by the Wurthy Cut on each payment until it reaches zero. This burn-down formula applies identically regardless of payment timing, partial payments, or late fees.
2.4 Merchant Obligation. The Wurthy Fee is Your obligation, not the Buyer’s. The Buyer’s obligations under the RIC are limited to the amounts disclosed in the RIC (cash price, Time-Price Differential, and any permitted charges). Wurthy does not impose any fee on the Buyer.
3.1 Payment Split. When a Buyer Payment is received on a Serviced RIC, the Gross Payment is split as follows:
3.2 Collection Costs. Collection costs assessed by the third-party collection agency engaged under Section 5.2(e) of this Agreement are recovered directly from the Buyer by the collection agency and are separate from the Buyer Payment stream processed through the platform. Collection cost recoveries do not flow through the Fee Ratio waterfall and do not reduce the Remaining Fee Balance or Merchant Proceeds.
3.3 Remittance. Wurthy will remit the Net Remittance to You within the standard settlement period of the payment processor (typically two to three business days after the Buyer Payment is received and cleared). Remittances will be made to the bank account You designate through the platform.
3.4 Statements. Wurthy will provide You with periodic statements (at least monthly) through the platform showing: Gross Payments received, Wurthy Cuts deducted, Remaining Fee Balance, collection costs recovered (if any), and Merchant Proceeds remitted to You.
4.1 Buyer Prepayment. If a Buyer prepays a Serviced RIC in full, the Buyer is entitled to a refund of the unearned portion of the Time-Price Differential as stated in the RIC. Upon receipt of a full prepayment:
4.2 Wurthy Fee on Prepayment. Because the Wurthy Fee is earned at origination, Wurthy is entitled to collect the full Wurthy Fee even if the Buyer prepays. When a payment brings the outstanding Amount Financed to zero, the entire Remaining Fee Balance is deducted from the payoff proceeds before remittance to You. If the final payment is less than the Remaining Fee Balance, Wurthy takes the full payment and writes off the shortfall; Wurthy will not bill You separately for any written-off amount.
4.3 Cancellation. If a Buyer exercises a cancellation right under applicable state or federal law and the RIC is rescinded:
4.4 Merchant-Initiated Cancellation. If You cancel or void a RIC (e.g., because the Buyer disputes the services or You and the Buyer agree to unwind the transaction), the same process in Section 4.3 applies. However, if the cancellation occurs after substantial services have been delivered and the Buyer retains any benefit, You and Wurthy may negotiate a partial Wurthy Fee credit on a case-by-case basis.
5.1 No Guaranty. Wurthy does not guarantee Buyer payment. The Merchant bears the credit risk of Buyer nonpayment. Default is subject to the cure period and notice requirements in the RIC (RIC Master Template Section 8). If a Buyer defaults and the outstanding balance cannot be collected (in whole or in part), Wurthy is not obligated to remit to You any amount that was not received from the Buyer.
5.2 Wurthy Fee on Default. If a Buyer defaults and payments cease after expiration of the applicable cure period, Wurthy may, in its sole discretion, write off all or part of the Remaining Fee Balance for that RIC. Wurthy will not bill You separately for any written-off amount.
5.3 Write-Off. If a Serviced RIC is written off as uncollectible following the collection procedures conducted by the third-party collection agency under Section 5.2(e) of this Agreement, Wurthy will cease accruing the Wurthy Fee and will close out the fee balance for that RIC. Wurthy will provide You with a summary of the write-off through the platform.
6.1 Fee Continuity. If a Serviced RIC is restructured under a Restructure Addendum (e.g., modified payment schedule, forbearance, or extended term), the original Wurthy Fee amount does not change. The total Wurthy Fee owed remains as calculated at origination.
6.2 Fee Ratio Recalculation. If the restructure changes the Total RIC Amount (e.g., because the payment term is extended or the Amount Financed is modified), the Fee Ratio is recalculated as the Remaining Fee Balance divided by the new Total RIC Amount remaining. The original Wurthy Fee dollar amount does not change — only the ratio used for the burn-down is adjusted to reflect the new payment schedule.
6A.1 Fee Continuity After Assignment. If You assign, sell, or transfer a Serviced RIC to an Assignee in accordance with Section 10A of this Agreement, the Wurthy Fee and Fee Ratio for that RIC remain in effect. Wurthy continues to deduct the Wurthy Cut from each Buyer Payment and remits Merchant Proceeds to the Assignee (or its designee) on the same terms that would have applied to You.
6A.2 Assignee Bound. Any Assignee taking a Serviced RIC takes it subject to this Exhibit A. You shall ensure that any assignment agreement notifies the Assignee that the Wurthy Fee waterfall applies and that Wurthy will continue to deduct the Wurthy Cut from Buyer Payments.
6A.3 No Double Fee. Assignment does not trigger a new Wurthy Fee. The Assignee inherits the existing Remaining Fee Balance and burn-down schedule for the transferred RIC.
7.1 The Wurthy Fee is exclusive of any applicable sales tax, use tax, or similar transactional tax. If any such tax is imposed on the Wurthy Fee, You are responsible for that tax and Wurthy will add it to Your fee statement.
8.1 Changes to the Platform Fee rate or Yield Participation Fee rate apply only to RICs originated after the effective date of the change. RICs originated before a fee change remain at the rates in effect at the time of origination.
8.2 Wurthy may change the Platform Fee rate or Yield Participation Fee rate at its discretion. Wurthy will use reasonable efforts to notify You before any change takes effect. Your continued use of the platform to originate new RICs after a rate change constitutes acceptance of the new rates.
9.1 Conflict. In the event of a conflict between this Exhibit A and the main body of this Agreement, this Exhibit A controls with respect to fee calculation, payment application, and remittance.
9.2 Survival. Sections 2 (Wurthy Fee), 3 (Payment Application), 4 (Prepayment), 5 (Default), and 6A (Assignment) survive termination of this Agreement with respect to RICs originated before termination.
9.3 Entire Fee Agreement. This Exhibit A constitutes the complete agreement between You and Wurthy regarding fees for the platform. No oral or written statement not contained in this Exhibit A or the main body of this Agreement modifies the fee terms.