Terms of Business

TERMS OF BUSINESS

Payments made under this Agreement are subject to the following terms and conditions:

1. Commission will be payable from the date of first drawdown of the facility on successfully placed Clients, from the introducer (“The Effective Date”).

2. (i) Commission will be paid on Service Fees levied by us, as outlined in the Introducer Agreement, following the month of commencement of the facility and monthly thereafter, unless we confirm otherwise.

(ii) Any up-front fees (as outlined in our Introducer Agreement) will be payable, in the month following first drawdown under the relevant facility, by the Client and after all our security requirements and other preconditions have been met.  If, for any reason, there is a delay in us perfecting our security before we advance funds, the initial commission payment due to you will be paid at the beginning of the month following the completion of all conditions to our satisfaction.

(iii) Where the Client does not enter into an initial minimum 12-month contract with us, then any up-front fees will be payable on a pro-rata basis, so monthly in arrears, over the first year of the Client’s relationship with Flex ABL Ltd. Should the Client terminate their contract, at any point, within the initial 12-month period, then no further commission payments would be made, in respect of the Client.

(iii) Subject to notice in terms of condition 2(i), we shall issue you a self-bill statement of commission payable monthly in arrears by 10^th of each month in respect of Client charges levied in the preceding calendar month.  We will then send funds to your account in line with the self-bill statement.

3. The UK Finance Code of Conduct requires that we, as a member, disclose that we pay introductory commission (where applicable) and to whom we pay it. This disclosure will be included in our offer of facilities, and we therefore reserve the right to disclose details of this Agreement. This may include the amount of any introductory commission and method of calculation of future commission.

4. For compliance purposes, we shall require a copy of formal identification for either the Proprietor, Partners of your firm or Directors of your Company, as appropriate and as we direct (including any shareholder holding in excess of 25% of the share capital of the company). We use a third party provider to conduct all AML and identity verifications. We may undertake searches, linked to your Agreement with us from time to time, held by credit reference and/or fraud prevention agencies that we use.  We and they may use such searches to prevent fraud and/or money laundering. You can find further information about how and why we use your personal data and the rights that you have in relation to your data at flexabl.co.uk.

5. Data Protection

(i) You must at all times comply with the requirements of the Data Protection Act 2018 (DPA) and regulations made under the DPA as well as any guidance or codes of practice issued by the Information Commissioner’s Office (ICO). You must ensure that you have the applicant’s authority to disclose their personal details to us in any format and that we may lawfully use this data for the purposes of assessing and processing their application. Your duties under this clause shall survive any termination of these Terms of Business.

(ii) Where either party Processes Personal Data (‘Data Processor’) on behalf of the other party (‘Data Controller’) (as such terms are defined in the DPA) the Data Processor agrees:

• to Process all Personal Data only in accordance with the instructions of the Data Controller and in accordance with these Terms of Business;
• to take appropriate technical and organisational measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
• to take steps to ensure the reliability of any of its directors, employees, agents, or subcontractors who have access to the Personal Data and ensure that they are informed of the confidential nature of the Personal Data and that they comply with the DPA when dealing with the subject matter of these Terms of Business;
• to co-operate with the Data Controller to enable the Data Controller to take reasonable steps to monitor compliance by the Data Processor with its obligations under these Terms of Business;
• to forward to the Data Controller within 7 days of receipt any requests from an individual for access to their Personal Data;
• to notify the Data Controller immediately of any correspondence received from the ICO relating to Personal Data or any complaint from an individual about the processing of their Personal Data;
• not to transfer, or cause, or permit the transfer, of the Personal Data outside the European Economic Area without the Data Controller’s prior written consent; and
• not to do or omit to do anything which would cause the Data Controller to be in breach of the DPA.

(iii) The Data Processor confirms to the Data Controller that any notification required under the DPA is accurate, up-to-date and complete and permits the Processing of Personal Data.

(iv) You must take reasonable steps to ensure all documents containing the applicant’s details are kept secure.

6. Limitation and Liability

(i) Nothing in these Terms of Business shall exclude or limit our liability for fraud or fraudulent misrepresentation.

(ii) Subject to the provisions in (i) above, we shall not be liable to you for:

• any losses incurred by you due to your relationship with any applicant;
• any losses which may be incurred by you not as a direct result of our acts or omissions;
• any loss or damage which may be incurred by you as a result of:
• any reliance placed by you on the completeness, accuracy, or existence of any information about our products or services issued by us from time to time;
• any changes which we may make to the products or services offered to applicants;
• the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of our websites;
• Your failure to provide us with complete and accurate information, whether about you or in relation to an applicant or an application or otherwise; or
• Your failure to keep your information, whether about you or in relation to an applicant or an application or otherwise secure and confidential.

(iii) The limitations on our liability to you in clause (ii) above shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

(iv) Subject to clauses (ii) and (iii), our total liability to you in respect of any and all losses arising under or in connection with these Terms of Business shall be limited to a sum equal to the aggregate introduction fees paid or payable by Flex to the Introducer during the twelve month period preceding the date the cause of the claim arose.

7. Indemnity

You shall keep us indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us or any of our respective directors, officers, agents, employees, members and successors in interest as a result of or in connection with any breach by you, your employees, your agents or your subcontractors of these Terms of Business.

8. Confidentiality

Subject to these Terms of Business, a party (‘Receiving Party’) shall keep in strict confidence all technical or commercial know-how, specifications, customer information (including, without limitation, applicant information), financial information, risk information, processes or initiatives which are of a confidential nature and have been disclosed to, or otherwise obtained by, the Receiving Party by the other party (‘Disclosing Party’), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products and / or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under these Terms of Business, and shall ensure that such employees, agents, or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This confidentiality clause shall survive termination of these Terms of Business.

9. Monitoring and Audit

In order to review your compliance with these Terms of Business or to facilitate the meeting of our obligations under the applicable regulations, you shall:

• be readily available for meetings with us as reasonably requested;
• give us reasonable access to any records, files, or computer systems which are within your possession or control, and provide any facilities which we may reasonably request;
• provide us with, and permit us to copy, specified documents, files, tapes, computer data or other material in the your possession or control as reasonably requested by us;
• print information in your possession or control which is held on computer;
• permit us and / or persons appointed by us to have access, with or without notice, during reasonable business hours to any of your business premises; or
• ensure that our auditors, upon reasonable notice, have a right of access at all times to your records and are entitled to require from you such information and explanations as the auditors reasonably consider necessary for the performance of their duties as auditors.

10. Intellectual Property

You shall not use the logo or other trademarks licensed to or owned by us without prior agreement, nor shall any intellectual property rights in the same be transferred to you as a result of this Agreement. All intellectual property rights in the policy documentation and marketing material relating to policies shall remain with and vest in our Company.

11. You will inform us of any material data or information in your possession, speculative or otherwise, which may materially affect our underwriting decision in respect of any Client introduced to us by you. We may terminate this Agreement by giving you not less than 30 days written notice or immediately by notice in writing in the event you are in material or repeated breach of the terms of this Agreement. Upon termination of this Agreement under clause 7 we will continue to make commission payments for Clients previously introduced to us by you for so long as we continue to receive service fees from such Clients.

12. We may (without limiting any other remedy) terminate this Agreement with immediate effect if you cease to trade, enter into any formal liquidation process, become bankrupt, make a voluntary arrangement with your creditors or have a receiver or administrator appointed. Upon termination of this Agreement under this clause 8 you will cease to be entitled to commission payments for Clients previously introduced by you save only that any unpaid commission accrued to the date of termination will be paid to you within 14 days.

13. In the event of a serious breach of the Client facility, we reserve the right to withhold commission payments until the issue is resolved to our satisfaction.

14. Should any Client, that you have introduced to us, enter into a liquidation event, restructuring or formal/informal arrangement with its creditors, then we reserve the right to withhold any commission payable, until such time as our indebtedness is repaid in full.

15. To qualify as a successful introduction, and be counted for commission purposes, a deal must be completed within 6 months of the original introduction to us, unless agreed otherwise.

16. All rights and liabilities accrued prior to the effective date of termination shall survive termination.

17. Notices

(i) Any notice given to a party under or in connection with these Terms of Business shall be in  writing and shall be:

• delivered by hand or by first-class post or other next working day delivery service; or
• sent by e-mail, to the e-mail address, as notified by one party to the other party from time to time.

(ii) Any notice shall be deemed to have been received:

• If delivered by hand, on signature of a delivery receipt within suitable working hours;
• if delivered by post, on receipt of delivery; or
• if sent by email, immediately after transmission

(iii) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18. Complaints

(i) We shall deal with all complaints in accordance with our legal, regulatory and the lending requirements.

(ii) You shall also deal with all complaints in accordance with your legal, regulatory and the lending requirements and will immediately notify us on receiving a complaint from a Client, which relates to our activities.

(iii) You will promptly provide copies of all relevant information and documentation to us to support with a complaint’s investigation process.

19. You are not appointed as our agent and shall not hold yourself out as such.

20. Commission will not be paid on any Service Fee or other charges levied by us upon termination of the Client’s Invoice Finance facilities for whatever reason.

21. The effective date of this Agreement shall be the date on which we receive your signed letter agreement acceptance of this offer.

22. This Agreement shall be subject to the law of England and Wales and you agree to submit to the exclusive jurisdiction of the courts of England and Wales.