The agreement between you and us for invoice finance consists of:
- these Invoice Finance Terms and Conditions;
- the Invoice Purchase Terms, which contain the key commercial terms agreed between you and us for the sale and purchase of the debt due under the relevant invoice; and
- our General Terms (including any amendments to them during the term of this Agreement), which contain key provisions governing your use of our services and are incorporated into these Invoice Finance Terms and Conditions as if they were set out here in full.
That’s bit of a mouthful to refer to each time, so we refer to them and any amendments to them collectively as the “Agreement”. You should read the Agreement carefully before financing any invoice. These terms are Additional Terms for the purposes of our General Terms.
1. IMPORTANT INFORMATION YOU SHOULD KNOW BEFORE FINANCING AN INVOICE
1.1 You can use our invoice finance product to release early payment on invoices you have issued to your customers for eligible goods or services.
1.2 By asking us to finance such an invoice, you are offering to sell the debt due under the invoice to us. And if we accept your offer, we agree to buy the debt due under the invoice from you on the terms set out in this Agreement. That’s why we refer to us “buying a debt” – and similar expressions – in this Agreement.
1.3 We do not have to buy any debt due under an invoice and can choose not to do so for any reason or no reason.
1.4 When we buy a debt, we step into your shoes and obtain all the rights you would otherwise have to recover the sums due from your customer. But don’t worry, we won’t tell your customer you have sold the debt to us, other than in the exceptional circumstances described in paragraph 2 below.
2. MAJOR STEPS WE CAN TAKE IN EXCEPTIONAL CIRCUMSTANCES
2.1 In exceptional circumstances we may need to take serious action to protect ourselves and our interests. “Exceptional Circumstances” mean:
- you failing to pay us any sums due under this Agreement;
- you failing to pay us any sums due under any other agreement you have entered into with us; or
- if we have reasonable grounds to believe you have:
- sold to us an invoice which does not comply with the requirements in the Agreement;
- provided false or misleading information to us; or
- committed fraud or any illegal activity.
2.2 In any of these Exceptional Circumstances, we may:
(a) disclose to your customers that you have sold us the debt(s) due under one or more invoices;
(b) require you to immediately buy back the debt due under the invoice from us (we explain more about this in paragraphs 7.2 to 7.5 below);
(c) freeze or reduce to zero any finance or credit pots we have made available to you; and/or
(d) cancel your appointment as our agent to collect the debt due under the invoice and collect it directly from your customer(s) (we explain more about this in paragraph 6 below).
3. INVOICES YOU CAN OFFER TO SELL
3.1 We can buy most debts where the invoices are:
(a) issued in pounds sterling (£ or GBP); and
(b) issued to people or businesses in the UK.
3.2 We will not buy, and you must not attempt to sell to us, any debt due under an invoice which:
(a) does not meet the requirements in paragraph 3.1 above;
(b) has a value of less than £150, more than £100,000, or which would cause you to exceed your available Invoice Finance Pot balance;
(c) is already overdue under its payment terms;
(d) is due in less than 10 days or more than 90 days;
(e) we suspect is not genuine;
(f) relates to any illegal activity;
(g) is issued to a registered charity; or
(h) is issued to a customer whose business involves hiring goods or equipment or lending money to others.
4. SELLING A DEBT DUE UNDER AN INVOICE
4.1 If you wish to sell a debt due under an invoice to us, you must provide details of the invoice to us through our app.
4.2 You must make sure the invoice is legible when you notify it to us in the app. The invoice must clearly show:
(a) the total amount of the invoice (including applicable VAT);
(b) the currency in which it was issued;
(c) the due date or agreed payment term of the invoice;
(d) your customer’s name and address; and
(e) an invoice number or other reference code for the invoice.
4.3 We will only agree to buy the debt if you have sufficient availability in your Invoice Finance Pot. Details of your Invoice Finance Pot are available in the app. The Invoice Finance Pot is determined by information we obtain from you and from third parties such as credit agencies.
4.4 If we agree to buy the debt, we will pay the Purchase Price into the bank account you have told us to use for this purpose through our app. The “Purchase Price” is a sum equal to the Total Invoice Amount (including any VAT) detailed on your invoice minus our Finance Fee. The Total Invoice Amount and our Finance Fee are both specified in the Finance Terms.
4.5 As soon as we pay the Purchase Price, we have accepted your offer to sell us the debt due under the invoice and such debt is automatically assigned to us with full title guarantee (or if the invoice relates to a customer based in Northern Ireland and/or the debt is subject to Northern Irish law, as beneficial owner) and shall vest in us absolutely without the need for further action or formality.
4.6 We will only pay the Purchase Price in pounds sterling.
5. SCOTTISH DEBTS
5.1 This paragraph 5 only applies if your invoice is issued to a customer based in Scotland or if the invoice relates to services or goods provided under a contract subject to Scottish law. We call these “Scottish Debts”.
5.2 Paragraph 4.5 above will be amended so that the words: “(and an absolute warrandice in relation to Scottish Debts)” are inserted after the words “with full title guarantee”.
5.3 In respect of each Scottish Debt, by clicking the “Accept & submit” button for the Finance Terms, you:
(a) assign the Scottish Debt notified to us with effect from the date we pay the Purchase Price; and
(b) confirm that, with effect from the same date, you hold such title as you continue to have in the Scottish Debt as trustee in trust for us as part of the property of the trust created under paragraph 5.4 below.
5.4 By entering into this Agreement you create a trust in our favour over each Scottish Debt. You are the trustee of the trust and you declare that you hold in trust for us each Scottish Debt until we receive payment in full for the Scottish Debt or we complete our title to the Scottish Debt.
5.5 We acknowledge intimation of the creation of the trust described above. If we ask you to, you will, at your own expense, give notice to any person of the trust and that any payment is to be made to us. By paying the Purchase Price to you for a Scottish Debt, you and we agree that we shall be deemed to acknowledge intimation made by you (or deemed intimation made by you) under paragraph 5.4 that the Scottish Debt is notified to us and now the property of the trust described above.
5.6 We may at any time require you, as trustee, or any other person who may have become a trustee, to transfer to us absolutely the whole or any part of the property of the trust and to perform any acts that we consider necessary to protect our interest in the property of the trust.
6. YOUR OBLIGATION TO COLLECT THE DEBT ON OUR BEHALF
6.1 Once we have bought the debt, we are entitled to be paid any sums due under the relevant invoice by your customer. But because we agree not to tell your customer you have sold the debt to us, we need you to collect the debt from your customer on our behalf. Therefore, we appoint you as our agent (and you agree) to:
(a) collect the debt due under the invoice on our behalf; and
(b) hold any money you receive from your customer for that debt on trust for us (and not use it for your own purposes) until we have received the Total Invoice Amount (as specified in the Finance Terms) in full.
6.2 You agree to conduct your duties as our agent efficiently and in good faith, and not do anything that might affect our interests in the debt due under the invoice.
6.3 You must not bind us to any commitment without our prior written consent.
6.4 We may cancel your appointment as our agent by notice to you at any time, but this will typically only be in Exceptional Circumstances (like those mentioned in paragraph 2.1). If we cancel your appointment as our agent:
(a) only we are entitled to collect the debt due under the invoice;
(b) you will assist us to collect the debt due under the invoice and reimburse us all costs incurred in collecting such debt;
(c) you will inform your customer that you have assigned the debt due from them to us on all relevant documents in a format and at such times as we reasonably require; and
(d) we may at any time collect, settle and enforce payment of the debt due under the invoice as we consider appropriate.
7. YOUR OBLIGATION TO PAY THE PROCEEDS OF THE DEBT TO US
7.1 You must pay us the Total Invoice Amount (specified in the Finance Terms) by the payment date you chose in the app – we call this date the “Settlement Date” and it is set out in the Invoice Purchase Terms. We will collect this payment on the Settlement Date by direct debit from the account you specified. You must make this payment even if you fail to collect the debt due under the invoice from your customer on our behalf.
7.2 If you do not pay us the Total Invoice Amount on the Settlement Date:
(a) you will have to pay the Late Payment Fees specified in the Finance Terms; and
(b) we can require you to buy back the debt due under the invoice on notice to you.
7.3 If we require you to buy back the debt, you must immediately pay us a sum equal to the Total Invoice Amount (as specified in the Invoice Purchase Terms) plus any Late Payment Fees less any amount received by us from you (and/or your customer) in respect of such debt. We call this the “Repurchase Price”.
7.4 When we have received the Repurchase Price from you in cleared funds, the debt due under the invoice will be reassigned to you automatically. This means the debt due under the invoice from your customer will be due to you and not us.
7.5 If the debt due under the invoice is a Scottish Debt and we require you to buy back such Scottish Debt, we shall, following our receipt of the Repurchase Price:
(a) at your request and expense, grant any further re-assignment you require in such terms as we think fit; and
(b) be deemed to have authorised you as trustee of the trust established under paragraph 5 to release that Scottish Debt from that trust.
8. YOUR OBLIGATIONS
8.1 You promise (or in legal terms, ‘warrant’) that:
(a) the debt due under the invoice you sell to us is an undisputed and enforceable payment obligation of your customer;
(b) the goods or services relating to the debt have been delivered or completed in accordance with the terms of the contract between you and your customer and you and your customer have performed what is required of each of you under such contract;
(c) you have disclosed to us all information which might influence our decision to enter into or continue the Agreement, buy the debt due under the invoice and, where applicable, to accept any person as a guarantor; and
(d) all information you have provided and will provide to us is true, complete and accurate in all material respects as at its relevant date.
8.2 You will, at your expense:
(a) inform us immediately of any circumstances which mean that you cannot fulfil your obligations under this Agreement; and
(b) provide us with any information or documentation that we may reasonably require in relation to any invoice or the debt due under such invoice.
8.3 You will not, without our prior written consent:
(a) grant any form of security (including, for example, a mortgage, charge, pledge, lien, trust, option, set-off right, tracing right or any other security or similar arrangement) over the debt due under the invoice or any other sums due to us under the Agreement; or
(b) raise finance against or effect any form of disposal (including, for example, a sale, lease, licence, transfer or other disposal, whether by a single transaction or a series of related or unrelated transactions, including any form of factoring or discounting) of the debt due under the invoice and you will ensure no other person does the same.
8.4 You agree:
(b) upon our request and at our expense, to make a formal written assignment to us of the debt due under the invoice and to notify your customer in relation to any Scottish Debt of the assignment to us in a format which we require. We may give this notice ourselves at your expense if we so choose; and
(c) to take any steps that we reasonably request you to take in order to protect our interests.
9. OUR RIGHTS WHEN WE BUY A DEBT UNDER AN INVOICE
9.1 When we buy a debt, we acquire the debt itself and any other monetary rights or other rights due under the contract between you and your customer. This includes:
(a) all of your rights as an unpaid person under the contract with your customer (but without any obligation on us to complete the contract), including the right to be paid interest;
(b) any insurances, securities, guarantees, indemnities, encumbrances, instruments of payment, title documents and transport documents and the benefit of them;
(c) all of your ledgers, documents, computer data or similar records (and any equipment necessary for using the same) which evidence the debts and purchases from your suppliers; and
(d) the proceeds of the sale of goods or fees for provision of services and the right to call for the transfer of all or any goods.
9.2 Each time we refer in the Agreement to us buying a debt or a Scottish Debt, or similar expressions, it includes any of these (or any other) related rights.
10.1 If you are or become a partnership this paragraph 10 will apply to you and will form part of the Agreement.
10.2 Any obligations and promises given by you in this Agreement shall be deemed to have been given by each partner (in their capacity as an individual and as a partner in the partnership), and the obligations of each partner to us are joint and several.
10.3 You confirm that the partner signing the Agreement is duly authorised to sign for and on behalf of the partnership.
10.4 We may:
(a) release or conclude an agreement with any partner(s), without affecting its rights against others;
(b) treat a notice or demand by (i) us to any partner, as a notice or demand given to all of the partners, and (ii) any partner, as a notice of demand given by all partners;
(c) treat the Agreement as binding upon any executor, trustee in bankruptcy or personal representative of any partner and upon any committee, receiver, trustee or other persons acting on behalf of any partner; and
(d) account to you and/or exercise all rights of set-off against you, despite any change in the partnership.
11. START AND LENGTH OF AGREEMENT
11.1 The Agreement begins the moment you agree to the terms of the Agreement in the app by clicking “Accept & submit” in relation to the Invoice Purchase Terms. The Agreement continues until it is terminated in accordance with paragraph 12 (Termination).
11.2 You must continue to comply with the terms of the Agreement until the Agreement has terminated and you have paid to us everything owing under the Agreement.
12.1 This Agreement terminates automatically as soon as we receive either:
(a) the Total Invoice Amount, together with any Late Payment Fees, as applicable; or
(b) the Repurchase Price.
12.2 However, even after the Agreement has terminated:
(a) any other agreement you have entered into with us, including the General Terms and their application to other services we provide to you, will remain in force and continue to apply; and
(b) paragraph 14 (Reimbursement) of this Agreement shall continue to apply.
13.1 All payments to us must be made in full and without any deduction. You cannot withhold money due to us because we owe money to you.
13.2 If you fail to pay any amount due to us under the Agreement, we may deduct this amount from any money we owe to you.
You agree to fully reimburse us in respect of all sums incurred (present, future or contingent) in relation to this Agreement, including the cost of establishing title to and collecting the debt due under the invoice, in the event that any Exceptional Circumstances arise.
15.1 You must not assign, charge or declare a trust over any of your rights or delegate any of your obligations under the Agreement without our prior written consent.
15.2 We may assign or otherwise transfer all of our rights and/or obligations under the Agreement to any person at any time. This might arise if we sell the debt due under the invoice on to another person. If we carry out an assignment or transfer, we may give to anyone information about you and any document relating to the debt(s) we have bought.
16.1 We may rely on any physical or digital signature, agreement, act or communication made by a person purporting to be authorised to act on your behalf even if that person lacked the relevant authority.
16.2 In the event of any conflict between these Invoice Finance Terms and Conditions, the General Terms and the Invoice Purchase Terms, the Invoice Purchase Terms take precedence, followed by these Invoice Finance Terms and Conditions and then the General Terms.
16.3 The General Terms (including any amendments to them during the term of this Agreement) are incorporated into these Invoice Finance Terms and Conditions, but nothing in these Invoice Finance Terms and Conditions or the Invoice Purchase Terms shall affect the continued application of the General Terms to other services we provide to you.
[Version: 1.1. These terms were last updated on 5 July 2019]