1. SERVICES
1.1. The Client shall be deemed to have accepted these Terms upon making a request for CF to provide Services.
1.2. No binding contract shall be formed between the parties until CF has expressly or impliedly accepted the Client as a client in writing.
1.3. CF reserves the right to refuse to provide the Services for any reason at its entire discretion.
1.4. Following CF’s acceptance of the Client, CF shall provide Services by:
1.4.1. Carrying out a fact-find with the Client to understand its financial circumstances, business levels and plans;
1.4.2. Assessing any information provided by the Client during the fact-find with a view to identifying potential Funders;
1.4.3. Shortlisting and recommending potential Funders to the Client;
1.4.4. Introducing the Client to potential Funders and providing relevant information about the Client with a view to arranging the provision of a Facility; and
1.4.5. Providing reasonable assistance to the Client in selecting and negotiating a Facility with a Funder.
1.5. The Client acknowledges that:
1.5.1. CF acts as an introducer to Funders on its panel and will not therefore consider the market outside of such panel;
1.5.2. CF is acting as a broker rather than a lender;
1.5.3. CF does not guarantee to identify a suitable Funder for the Client;
1.5.4. The provision of any Facility is subject to status and the Client entering into an agreement with the Funder for the provision of such Facility; and
1.5.5. The provision of a Facility may be subject to the Client giving additional guarantees, security and indemnities to the relevant Funder.
1.6. CF is not authorised or regulated to provide legal, financial or tax advice and any recommendation or opinion which is provided by CF must not be construed as such.
2. PROVISION OF INFORMATION
2.1. The Client shall provide all such documents and information which CF may request for the purpose of providing the Services including, without limitation:
2.1.1. Documents verifying the Client’s identity, address, legal status and trading history;
2.1.2. Management accounts, where appropriate, financial forecasts and other financial information relating to the Client; and
2.1.3. Documents verifying the identity and address of the Client’s directors and shareholders.
2.2. The Client warrants that all information and documents provided by the Client, its directors, employees and representatives to CF or any Funder are and shall remain accurate and not misleading.
2.3. The Client must notify CF without delay if any information or documents provided to CF or any Funder become inaccurate or misleading at any time during the course of the Services.
2.4. The Client acknowledges that CF is under a duty of good faith to the Funder and must therefore disclose all relevant information about the Client, including adverse or prejudicial information. If the Client instructs CF not to disclose any material information to the Funder, CF may terminate the Services without notice at its entire discretion.
2.5. The Client must notify CF without delay upon agreeing a Facility with a Funder.
2.6. The Client acknowledges and agrees that the Funder shall provide information to CF about any Facility which is agreed, together with any ongoing details about the level of business transacted under such Facility.
3. REMUNERATION
3.1. CF shall not charge the Client for the provision of Services.
3.2. The Client acknowledges that, upon the Client agreeing a Facility with a Funder, CF shall be entitled to receive a commission from the Funder, which may be paid at regular intervals throughout the term of the Facility.
3.3. CF shall, upon request, provide to the Client the details of any commission which it expects to receive in respect of the Client’s Facility with a Funder.
4. DATA PROTECTION
To the extent that any information which CF processes about the Client is personal data within the meaning of the Data Protection Legislation, CF shall act as a data controller and process such personal data in accordance with its privacy notice which is available to view at https://www.compare-factoring.co.uk/privacy-notice.php
5. CONFIDENTIALITY
5.1. CF warrants that, subject to clause 5.2, it shall keep confidential all information provided by the Client pursuant to clauses 1.4.1 and 2.1.
5.2. Nothing in clause 5.1 shall prevent CF from disclosing any relevant information about the Client:
5.2.1. To a Funder;
5.2.2. For the purpose of taking legal or financial advice;
5.2.3. For the purpose of preventing fraud or any criminal activity; or
5.2.4. As required by law or to comply with any court order.
6. TERMINATION
6.1. Subject to clause 6.2, either party may terminate CF’s provision of Services at any time by giving not less than ten working days’ notice in writing to the other party.
6.2. Either party may terminate the provision of Services at any time in writing and with immediate effect if:
6.2.1. The other party commits a material breach of these Terms which the terminating party considers to be incapable of remedy;
6.2.2. The other party commits a material breach of these Terms which the terminating party considers capable of remedy but the other party fails to remedy such breach within five working days of being requested to do so in writing; or
6.2.3. The other party becomes insolvent.
6.3. Following termination of the Services, any provision of these Terms which expressly or impliedly is intended to survive termination shall remain enforceable including, without limitation, the validity of any introduction which CF made to a Funder prior to termination and CF’s right to receive commission in respect of any Facility which results from such introduction.
7. LIABILITY
7.1. FOR THE AVOIDANCE OF DOUBT, THE DECISION AS TO WHETHER TO ENTER INTO ANY FACILITY SHALL BE MADE EXCLUSIVELY BY THE CLIENT AND (I) THE CLIENT MUST MAKE ALL APPROPRIATE ENQUIRIES OF THE FUNDER TO ENSURE THE SUITABILITY OF THE FACILITY (II) CF OFFERS NO WARRANTY AS TO WHETHER A FACILITY IS SUITABLE FOR THE CLIENT’S REQUIREMENTS AND (III) SUBJECT TO CLAUSE 7.4, CF SHALL NOT BE LIABLE FOR ANY LOSSES SUFFERED OR INCURRED BY THE CLIENT IN CONNECTION WITH ANY FACILITY.
7.2. SUBJECT TO CLAUSE 7.4, THE AGGREGATE LIABILITY OF CF TO THE CLIENT IN RESPECT OF ANY CLAIM OR SERIES OF CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE LIMITED TO £10,000.
7.3. CF SHALL NOT BE LIABLE TO THE CLIENT UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES, SPECIAL DAMAGES OR CLAIM FOR LOSS OF PROFIT, GOODWILL, BUSINESS, REPUTATION OR ANTICIPATED SAVING HOWSOEVER ARISING.
7.4. CF DOES NOT LIMIT OR EXCLUDE ITS LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR ANY OTHER LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED BY LAW.
8. GENERAL
8.1. These Terms form the entire agreement between CF and the Client in relation to the Services to the exclusion of any alternative terms which are proposed by the Client.
8.2. No amendment to these Terms shall be valid unless agreed in writing by a director of CF.
8.3. Nothing in these Terms should be construed as creating any partnership or similar relationship between the parties.
8.4. CF has no authority or ability to negotiate, vary or enter into any agreement for or on behalf of a Funder.
8.5. Neither party intends for these Terms to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999
8.6. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
8.7. No failure or delay by a party in exercising any right or remedy under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
8.8. These Terms shall be interpreted in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute or claim arising between the parties in relation to the construction, interpretation or performance of these Terms.
9. DEFINITIONS & INTERPRETATION
9.1. In these Terms, the following words shall have the following meanings:
9.1.1. Client means the person, firm or corporate body to which the Services are provided;
9.1.2. CF means Compare Factoring Limited (Registered in England & Wales No. 13215584) whose registered office is at The Old Rectory Business Centre, Springhead Road, Northfleet DA11 8HN
9.1.3. Data Protection Legislation means the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation;
9.1.4. Facility means an arrangement for the Funder to provide factoring, invoice discounting, recruitment finance or similar services to the Client;
9.1.5. Funder means the provider or potential provider of a Facility;
9.1.6. Services means the services provided by CF as set out in clause 1.4.
9.2. A person includes a natural person, firm, corporate or unincorporated body (whether or not having a separate legal personality).
9.3. Any phrase introduced by the words including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those words.
9.4. A reference to a statute or statutory provision is reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
9.5. A reference to a party means the Client or CF as applicable and a reference to the parties means both the Client and CF.
9.6. The headings contained in these Terms are for convenience only and do not affect the interpretation of any clause.
