Last Updated: January, 2026
These Balance Embedded B2B BNPL Terms (“Terms”) set out the terms and conditions for the Services provided by Balance Payments, Inc. (“Balance”) related to providing direct financing to Buyers for purchases or orders from the Site, and any Customer receiving disbursements for such financed transactions. Under this model, the Finance Charges may be paid by either Buyers or Customers. These Terms are supplementary to, in the case of Customers, the Balance Online Services Agreement, and, in the case of Vendors, the Balance Vendor Services Agreement (each, as applicable, the “Agreement”), and apply to any use of the Balance Embedded B2B BNPL Services. For the purposes of these Terms and unless the context otherwise requires, the term “Customer” from here onward refers to any person that uses the relevant Services (including Vendors).
Capitalized terms not specifically defined in these Terms have the meanings given to them in the Agreement including any other service specific terms incorporated by reference therein. To the extent that there is a conflict between the Agreement and these Terms in relation to the use of the Embedded B2B BNPL Services, these Terms will prevail. Balance may amend these Terms from time to time, in its sole discretion and for any reason. Amendments will be indicated by a changed ‘Last Updated’ date at the top of this web page and the updated Terms will apply to any subsequent use of any Balance Embedded B2B BNPL Services. Each user is responsible for monitoring this web page for amendments, and a user’s subsequent access and use of the Balance Platform or use of the Services shall constitute its consent and agreement to such updates to the Terms without requiring any further actions from Balance; in the event a user is acting on behalf of a Customer, such subsequent access and use shall constitute the Customer’s consent.
1. Definitions.
“Approved Transaction” means a transaction between a Customer and a Qualified Buyer for which Balance has approved financing.
“CBA” means the Customer Balance Account, as defined in the Agreement.
“Credit Limit” means the maximum amount of financing that Balance may extend to a specific Buyer at any one time for purchases from the Customer.
“Debtor Relief Laws” means (i) Title 11 of the United States Code (‘the Bankruptcy Code’) and (ii) all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization, suspension of payments, adjustment of debt, marshaling of assets or similar debtor relief laws of the United States, any state or any foreign country, from time to time, in effect affecting the rights of creditors generally.
“Disbursement Amount” means the amount that Balance will disburse to Customer in connection with an Approved Transaction, calculated as the Financed Transaction Amount less any Merchant-Paid Finance Charges (if Customer elects to pay Finance Charges on behalf of the Buyer) and less any applicable processing fees (including any charges based on the payment method elected by the Buyer).
“Finance Charge” means the cost of credit extended to a Buyer, calculated in accordance with applicable law and the terms of the Loan Agreement between Balance and the Buyer.
“Financed Transaction Amount” means the total amount of a Transaction between Customer and a Buyer for the purchase of goods or services.
“Invoice” means a singular document evidencing a Transaction created by Customer or on its behalf and provided to a Buyer and containing details acceptable to Balance.
“Loan Amount” means the amount of credit extended by Balance to a Buyer for an Approved Transaction.
“Loan Agreement” means the agreement between Balance and a Buyer governing the terms of credit extended for purchases from Customer, and such other documents as Balance may require in relation to the extension of credit to the Buyer.
“Merchant-Paid Finance Charges” means Finance Charges that Customer elects to pay on behalf of the Buyer, thereby reducing or eliminating the Buyer’s obligation to pay such charges to Balance.
“Merchant Subsidy Election” means Customer’s election to pay all or a portion of the Finance Charges on behalf of a Buyer for a specific transaction or category of transactions.
“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.
“Qualified Buyer” means a Buyer of Customer which was submitted to Balance by Customer as the subject matter of a review procedure defined by Balance in its sole discretion for approving a Buyer for direct financing from Balance, and which following such review was approved by Balance to receive financing for purchases from Customer, and who, prior to conducting their first financed Transaction, has executed the Loan Agreement.
“Transaction Issue” means the occurrence of any of the following (each, a “Transaction Issue”):
(i) any non-payment or untimely payment on an Approved Transaction relating to an act of fraud, deceit, malpractice or other abuse of the Services;
(ii) any cancellation, return, complaint or dispute that arises between the relevant Buyer and Customer;
(iii) any dispute related to an Approved Transaction;
(iv) any other known breach of warranty or default in Customer’s covenants and agreements or any breach of the representations contained in Section 4;any Proceeding arising related to an Approved Transaction or involving a dispute between Customer and Buyer;
(v) any instance in which the Buyer does not pay that is related to Customer’s conduct or breach of any of the provisions of the Agreement.
2. EMBEDDED B2B BNPL SERVICES
Balance provides functionalities within the Balance Platform for Customers who offer Buyers the ability to finance their purchases through direct credit extended by Balance, with Balance managing credit risk, disbursing funds to merchants, and collecting repayment from Buyers (the “Balance Embedded B2B BNPL Services”).
2.1 Risk Assessments. The Embedded B2B BNPL Services may include performing assessments on the creditworthiness of Customers or Users for which Balance may review any factors considered relevant by Balance, and any information requested by Balance and being provided to it. These may include, for example (and not by way of limitation), the information available to Balance in relation to a transaction or any of the parties involved thereto, the financial condition of a party’s business, its ability to meet its obligations, including in relation to a Transaction and these Terms, market and macro-economic factors, the condition of Balance’s business, as well as the underlying purpose of any transaction. In accordance with the aforementioned, and subject to the terms of the Order Form, Balance will determine whether to approve financing and calculate the applicable Finance Charges for any transaction.
2.2 Balance may enable a procedure to qualify Buyers in advance or as part of a Buyer’s checkout in a specific transaction with the Customer using the Services.
2.3 Customer acknowledges that as part of its risk assessments, Balance may recommend that a User provide a personal guarantee, a lien over assets or other security in order to be eligible for financing. If requested by Balance and to the extent available to Customer, Customer agrees to provide information by promptly furnishing Balance with all information reasonably requested regarding potential guarantors and their financial condition, property that could serve as collateral, and legal and corporate relationships of Buyers if available to it. Customer further agrees to provide execution assistance by executing any additional documents or instruments or taking such other steps as reasonably required by Balance to effectuate the purposes of Section 8 hereto.
2.4 Balance may also require Customer or the operator of the Site to procure such documents as may reasonably be required by Balance from a Buyer in relation to the Buyer’s application for financing.
2.5 If elected by Customer or the operator of the Site to implement such risk assessment capabilities to assess creditworthiness of Users in advance of any specific transaction performed by any such User, for which Customer is looking to manage the DSO risk, or assess credit limits for Buyers participating in payment programs and billing plans on its Site, or to display such credit limits to Users of such programs and plans, then:
(a) Merely as a business convenience to Customer, and without being construed as a commitment or promise or obligation of any kind, or a derogation of any rights available to Balance, Balance may display a Credit Limit for any Qualified Buyer. Balance reserves the right at its sole discretion to adjust (including up to zero) the Credit Limit at any time and for any reason without notice. Balance shall not be under any obligation to finance any Transaction and reserves the right to decline to finance a Transaction, and to rescind an offer to finance a Transaction, for any reason.
(b) Customer may only utilize the risk assessment capabilities as aforementioned with respect to Users who Customer intends in good faith to present Balance’s financing options to during the Term and shall not implement any steps/ procedures believed by Customer to be adverse to the interests of Balance in identifying and/or selecting Transactions to be financed by Balance.
2.6 Advanced Payments. Depending on the implementation by Customer or the operator of the Site, the Embedded B2B BNPL Services may include the possibility for Customers to receive the Disbursement Amount for Approved Transactions at any time between the date of the Transaction and the due date, as set out by the payment terms stated on the Invoice for such Approved Transaction.
2.7 In instances where Balance is providing the Disbursement Amount at a time other than at the time of occurrence of the Approved Transaction, subject to these Terms and provided that no Transaction Issue has occurred, Balance will pay the Disbursement Amount on the anticipated due date, or such other date as agreed to in the implementation process with Customer (or the Site Operator, as the case may be), to the Customer’s CBA .
2.8 Customer may elect to subsidize the cost of financing for Buyers by paying all or a portion of the Finance Charges that would otherwise be owed by the Buyer to Balance.
2.8.1 Merchant Subsidy Election: Customer may elect to pay Finance Charges on behalf of Buyers through either a standing election for all transactions or specific categories of transactions, or promotional programs for specified time periods or Buyer segments as agreed with Balance.
2.8.2 Fee Structure: When Customer elects to pay Finance Charges on behalf of a Buyer, then:
2.8.2.1 the Buyer’s Loan Amount will equal the Transaction Amount (i.e., 0% financing to the Buyer);
2.8.2.2 Customer will be charged the Merchant-Paid Finance Charges, and such amount will be deducted from Transaction Amount; and
2.8.2.3 if required under Applicable Law, Balance will inform the Buyer of such election by Customer.
Calculation Example:
If Transaction Amount = $10,000
Finance Charges (for 60-day credit to Buyer) = 4.5% = $450
(example assumes no additional processing fees apply)
If Customer elects to pay Finance Charges:
Customer receives: $10,000 – $450 = $9,550
On due date, Buyer owes Balance: $10,000 (0% financing)
If Customer does not elect to pay Finance Charges:
Customer receives: $10,000 (full Transaction Amount)
On due date, Buyer owes Balance: $10,300
2.9 Automation. Balance may automate certain or all aspects of the credit approval, disbursement, and collections process through pre-defined programmatic-based rules as can be found in the Balance Documentation and which Balance may change from time to time in its discretion and without notice.
2.10 Right of First Refusal. During the term of these Terms, Customer agrees that for any Buyer that has been approved as a Qualified Buyer, Customer will exclusively offer Balance’s financing options for credit purchases and will not offer or promote competing trade credit or buy-now-pay-later solutions to such Qualified Buyers without Balance’s prior written consent.
2.11 Discretion. Notwithstanding anything to the contrary, Balance, in its sole and absolute discretion, will determine whether or not to finance a Transaction, and Balance will under no circumstances be liable to Customer for Balance’s failure or refusal to finance a Transaction or any portion thereof.
3. Approved Transactions.
3.1 Finance Process. The finance and disbursement process will occur as follows:
(a) A Transaction offered to Balance for finance may be dependent on a review by Balance of such factors as it considers appropriate. Balance will indicate its acceptance of an offer to finance a Transaction for a Qualified Buyer by (i) either indicating a future date on which it will credit the Disbursement Amount to the CBA via the Balance Dashboard or Balance APIs, or, (ii) crediting the Disbursement Amount to the Customer’s CBA (“Acceptance Action). Customer will also bear all payment processing fees applicable to the Financed Transaction based on the payment method elected by the Buyer.
(b) Customer will provide Balance, upon request, the specific Invoice delivered to Buyer with respect to an Approved Transaction. Balance may require that each Invoice in respect of a Financed Transaction states in a manner satisfactory to Balance that payment for such Invoice shall be made to Balance or as otherwise specified by Balance. Customer shall maintain complete and accurate books and records related to the Approved Transactions, including copies of Invoices, purchase orders, proof of delivery/acceptance, and shipping receipts. Such records should reflect the financing of the Approved Transactions by Balance; Customer will promptly provide such books and records to Balance upon request (including by electronic production) and make them available (with 2 business day prior notice) for inspection at its office by Balance (or any person acting on its behalf); provided that Balance may require production and/or conduct an inspection on shorter notice (or immediately) in connection with suspected fraud, a Transaction Issue, or a material breach.
(c) Following Balance’s approval of financing for an Approved Transactions, Customer will:
(i) not be entitled to collect or receive any amount in connection with such Approved Transaction at any time after Balance has provided Customer with the Disbursement Amount – if Customer receives a payment for an Approved Transaction from a person other than Balance before Balance has provided Customer with the Disbursement Amount, and only if Balance has specifically agreed to permit it through a customized implementation of the Services, then the amount received by the Customer will be considered to have been made on behalf of Balance and such amount will be set off from the amount payable by Balance for the corresponding Approved Transaction;
(ii) hold the entirety of any payment on such Approved Transaction which may come into Customer’s possession or control (even if such payment is payable to Customer) in trust for the benefit of Balance, and promptly deliver to Balance all such payments (and endorse any payment which is payable to Customer);
(iii) not hinder, delay or interfere with any payment of such Approved Transaction or any terms thereof or take any actions to discourage Balance from receiving any such payment; and
(iv) comply with, and do all things necessary or desirable to cause all other parties to the Approved Transaction to comply with, the terms of the underlying governing contract/ arrangement giving rise to the Approved Transaction.
Customer will immediately inform Balance of any inquiries, complaints, correspondence or other communications from any Buyer or third party regarding any aspect of a Approved Transaction or Invoice. Balance reserves the right to instruct Customer regarding how to respond to the inquiry or to assume control for responding to it.
(d) Any funds received from a Buyer with respect to an Approved Transaction will first be attributable to any Approved Transaction until Balance has received all amounts due to it, and not on a first-in-first-out basis. A breach of this provision will constitute a material breach of these Terms.
(e) Balance may finance an Approved Transaction either on its own or in concert with a third party chosen by Balance.
4. Customer’s Representations and Warranties. Customer warrants, represents, covenants and agrees that, with respect to each Transaction which Customer presents to Balance to finance:
(a) the underlying activity does not involve any of the categories of goods or services listed at https://www.getbalance.com/legal/prohibited-and-restricted/ and that the goods and services underlying the Transaction have been fully delivered or rendered to the relevant Buyer unless Balance has expressly waived this requirement, either in writing, or in the implementation of the Service (such as by agreeing to pay the Disbursement Amount on the creation date of a Transaction);
(b) such Approved Transaction is owed by a Qualified Buyer;
(c) such Approved Transaction is evidenced by an Invoice that (i) is complete and accurate in all respects, (ii) has been issued, delivered to and received by Buyer, (iii) no other invoice or document evidencing the Approved Transaction has been provided to the relevant Buyer other than the Invoice, which was created or sent by Balance on Customer’s behalf or provided to Balance by Customer, and (iv) bears the details required by Balance for payment of the Invoice to it by Buyer; and such Transaction has not, directly or indirectly, been outstanding for more than sixty (60) days from the date on which the Invoice was first issued for the Approved Transaction, and is valid and owing pursuant to all contracts, terms, and agreements to which Customer is a party, including Customer’s agreement with the relevant Buyer, and
(d) the terms governing which may not be modified or amended without Balance’s prior written consent (for clarity, this provision does not restrict any updates to the terms of sale for future transactions between the Customer and a Buyer);
(e) the terms and conditions of such Approved Transaction have not been waived, altered, modified or amended in any respect following the Approved Transaction’s origination;
(f) (i) the Approved Transaction is not contingent in any respect for any reason and constitutes a legal, valid, binding and unconditional payment obligation of the applicable Buyer, is fully enforceable against such Buyer for the amount of the Approved Transaction, and is not subject to any defense, counterclaim, recoupment, discount, adjustment or right of setoff or rescission, except to the extent that enforceability may be limited by Debtor Relief Laws and general principles of equity, (ii) there are no conditions precedent to the enforceability or validity of the Approved Transaction that have not been satisfied or waived, (iii) Buyer owing such Approved Transaction has no bona fide claim against Customer; (iv) the Approved Transaction is not and will not be subject to dispute between the relevant Buyer and Customer, including with respect to the cost or quality of services rendered or products sold, and (v) there are no Proceedings existing, pending or, to the knowledge of Customer, threatened against or affecting Customer, which materially and adversely affects or could affect the validity or enforceability of such Approved Transaction;
(g) immediately prior to the financing of the Approved Transaction by Balance, Customer has not sold, assigned or otherwise transferred or conveyed any right or interest in or to such Approved Transaction, has not pledged such receivable as collateral for any debt or other purpose, nor has Customer authorized the filing of, or aware of the filing of, any financing statements against Customer that include a description of collateral covering any portion of such receivable;
(h) Customer has not induced, solicited or knowingly received or contracted to receive any advance of funds from a party other than the applicable Buyer with respect to such Transaction, directly or indirectly, for the payment of any amount required for the related Transaction;
(i) no consents or approvals are required by the terms of such Transaction or otherwise for the consummation of the sale, transfer or assignment of such receivable or the rights and duties of the holder of the receivable, and such receivable is not subject to any restriction on the ability of the holder of the receivable to exercise its rights;
(j) such Approved Transaction is not and will not become subject to a defense or claim in recoupment or setoff asserted against Balance;
(k) Customer has not received any notice of (i) actual or imminent bankruptcy insolvency or material impairment of the financial condition of the relevant Buyer or (ii) actual or threatened litigation regarding the validity or enforceability of the Transaction;
(l) to the knowledge of Customer after due enquiry, Customer, on the one hand, and the applicable Buyer, on the other hand, are not engaged in any litigation, mediation, or arbitration whatsoever with respect to each other, and neither has threatened the other in writing with any litigation, mediation, or arbitration; and
The representations and warranties set forth in this Section 4 apply as of the date each Approved Transaction and continue with respect to each Approved Transaction until each Approved Transaction is fully paid by Buyer.
5. Transaction Issues. Customer agrees that upon the occurrence of any Transaction Issue, Customer will (a) immediately inform Balance of such Transaction Issue, and (b) fully and promptly cooperate with Balance in investigating the Transaction Issue, in order to ensure that Buyer will pay Balance the full amount due for the relevant Approved Transaction. After enquiry and unless Balance determines, in its sole discretion, that the Customer has no responsibility for the Transaction Issue, Balance will have the right to cancel the financing of such Approved Transaction, sell the receivable to Customer and be paid the full Invoice amount for such Approved Transaction, plus any applicable processing fees, chargebacks and taxes (the “Purchase Obligation”). Customer authorizes Balance ees) to debit the Customer’s CBA and/or initiate ACH or other electronic debits for amounts due under the Purchase Obligation, and Balance may also exercise any set off rights under these Terms or the Agreement. Customer may not resolve a Transaction Issue for an Approved Transaction for which Balance is still owed funds by agreeing to accept an amount less than the Invoice Amount, issuing credits, granting allowances, or modifying the underlying terms, unless Balance provides prior written consent. A breach of the Purchase Obligation shall constitute a material breach of the Agreement, and the Purchase Obligation will survive termination of these Terms.
6. Customer’s Required Notice to Balance. Customer will immediately notify Balance of: (a) any dispute, return, cancellation, complaint, offset, deduction, credit, allowance, or other issue related to a Financed Transaction, (b) any other known breach of warranty or default in Customer’s covenants and agreements or change regarding Customer’s representations and warranties under these Terms or the Agreement, (c) Customer’s discovery of evidence of insolvency of a Buyer whose Transaction is a Approved Transaction, or (d) any Proceeding related to a Approved Transaction or involving a dispute between Customer and Buyer.
7. Power of Attorney. Customer makes, constitutes and appoints Balance as Customer’s true and lawful attorney-in-fact with power of substitution and with power and authority (coupled with an interest and, to the extent permitted by applicable law, irrevocable) to:
(a) endorse the name of Customer upon any notes, checks, drafts, money orders, or other instruments of payment as required to enforce Balance’s rights with respect to Approved Transactions;
(b) sign and endorse the name of Customer or any of its agents upon any Invoice, drafts against Buyers, assignments, verifications, demands under letters of credit and notices in connection with Approved Transactions;
(c) communicate directly with Buyers to verify the amount and validity of any Approved Transaction, to collect payment, and to resolve disputes, including executing any agreement compromising and settling any dispute arising out of the Approved Transaction;
(d) execute and file any financing statements (including amendments, continuations, and terminations) and other documents to perfect or evidence Balance’s rights and interests (including any security interest) in the Approved Transactions and related proceeds; and
Customer’s attorney-in-fact, Balance (acting itself, or through an agent), is hereby granted full power to do all necessary things to accomplish the above as fully and effectively as could Customer. Customer ratifies all that the attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The power of attorney shall be irrevocable (to the extent permitted by applicable law) until Balance has irrevocably received all payments to which Balance is or may be entitled from Customer and Buyers for Approved Transactions.
8. Personal Guarantees and Collateral Security
8.1 Customer hereby acknowledges that Balance may, in its sole discretion, obtain from any Buyer or other party personal guarantees from individuals associated with such Buyer, including without limitation owners, officers, directors, or other principals (collectively, “Personal Guarantees“). Balance may also seek security interests, liens, or other collateral arrangements relating to amounts owed under any Approved Transaction or these Terms (collectively, “Security Interests“). Balance may also condition its agreement to finance any Transaction upon the existence of a Personal Guarantee, Security Interests, or both.
8.2 Customer hereby waives any objections and grants Balance its consent to take such actions as Balance considers necessary or appropriate to protect Balance’s interest in the Approved Transactions and related collateral. Customer hereby waives any objections to Balance filing UCC statements by filing, amending, terminating, or continuing financing statements, UCC statements, or other security documents in Delaware or any other appropriate jurisdiction, naming any Buyer, or any guarantor as debtor, and Balance as secured party, without the signature of any such party. Balance will determine the appropriate jurisdiction for filing based on the debtor’s state of incorporation, organization, or other applicable legal requirements.
8.3 Customer hereby acknowledges that Balance is also authorized to take Security Interests by creating, perfecting, and enforcing security interests in any property of Buyers, or guarantors that relates to or secures any Approved Transactions. Such property includes but is not limited to accounts, inventory, equipment, and general intangibles, real property through mortgages or deeds of trust, personal property through UCC filings or possession, and investment accounts and securities. Additionally, Balance may act as secured party by exercising all rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, including taking possession of collateral, conducting public or private sales of collateral, applying proceeds to amounts owed, and pursuing deficiency judgments.
8.4 Customer hereby also acknowledges that Balance is also authorized to execute documents by signing, executing, acknowledging, and delivering any documents necessary or advisable to establish, perfect, or enforce Security Interests, obtain, modify, or enforce Personal Guarantees, and comply with applicable legal requirements. Balance is further authorized to receive and apply payments made under Personal Guarantees or from the disposition of collateral.
8,5 The rights, consents and authorities granted to Balance in this Section 8 shall survive termination of these Terms until all obligations to Balance are satisfied in full, and shall be assignable by Balance to any successors or assigns, and shall continue in favor of any party to whom Balance transfers Approved Transactions.
9. Set Off. In addition to any rights and remedies provided or available to Balance by these Terms, the Agreement and by law, Balance shall have the right in its sole discretion, without prior notice to Customer (any such notice being expressly waived by Customer to the extent permitted by applicable law) to recoup, set off or otherwise credit against the Disbursement Amount or other amounts payable by Balance or its affiliates to Customer all present and future amounts owed by Customer to Balance or its affiliates, whether arising from these Terms or any other transaction between Balance and Customer or its affiliates, and whether or not related to these Terms.
10. Miscellaneous
Customer acknowledges that:
10.1 Customer will cooperate with Balance’s compliance requirements in relation the Embedded B2B BNPL Services, including providing information necessary for Balance’s regulatory reporting;
10.2 The specific terms of credit extended to Buyers, including interest rates, fees, and repayment terms, will be governed by the Loan Agreement between Balance and the Buyer; and
10.3 Customer will not make any statements or representations to Buyers regarding the Embedded B2B BNPL Services or the terms of Balance’s financing without Balance’s prior approval and will present any disclosures and marketing language required by Balance in connection with offering the Embedded B2B BNPL Services. Customer will comply with applicable advertising and marketing laws in connection with the Embedded B2B BNPL Services, and Customer has no authority to bind Balance or make commitments on Balance’s behalf.