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 (“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.

(ii)   Any Up-Front fees (as outlined in our Introducer Agreement) will be payable after the funds in respect of the Invoice Finance facilities have been drawn down by the Client referred to us by you 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 our perfection of that security.

(iii)  Where the Client does not enter into a minimum 12-month contract with us, then any Up Front Fees will be payable on a pro-rata basis, monthly in arrears, over the first year of the Client’s relationship with Flex ABL Ltd. Should the Client terminate their contract within a 12-month period, then the pro-rata Up Front Fee payments will cease.

(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 10th 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. You warrant to us that you are compliant with current Data Protection Act legislation in so far as it relates to the transfer to us of information that may be regarded as personal data. You will ensure that all Clients including prospective Clients and any relevant third parties have been informed of, and where necessary consented to, the provision of all personal and/or confidential data to Flex ABL Ltd and our use and processing of such personal and/or confidential data in accordance with this agreement on the Client’s behalf.

5. 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.

6. 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.

7. 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.

8. In the event of a serious breach of the Client facility then commission payments may be withheld until the issue is resolved.

9. Should a client that you have introduced to us enter into a restructuring arrangement, then we reserve the right to withhold any commission payable to any “Newco”, until we have collected out the existing Client ledger in full and the indebtedness is repaid.

10. 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.

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

12. 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 www.flexabl.co.uk.

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

14. 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.

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

16. 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.