Invoice Factoring T&Cs – Transport Exchange Group

Please read the below terms and conditions if you are an Incorporated Carrier

BACKGROUND

Transport Exchange Group Limited (a company incorporated and registered in England and Wales with company number 03464353) (Transport Exchange Group) is a provider of invoice finance.

You (the Carrier) wish to submit invoices via the Transport Exchange Group platform (Platform). Transport Exchange Group is the embedded provider of invoice finance within the Platform.

These Terms and Conditions, together with Schedule 1 (Definitions) and the Privacy Policy govern the relationship between the Carrier and Transport Exchange Group and together constitute the agreement between the Carrier and Transport Exchange Group.

The Parties agree as follows:

1. Interpretation

1.1 Definitions

The terms used in these Terms and Conditions have the meaning given to them in Schedule 1.

1.2 Construction

(a) Unless a contrary indication appears, a reference in these Terms and Conditions to:

1. 1. either Party, a Buyer, TEG or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under these Terms and Conditions
  2. Terms and Conditions is a reference to these Carrier terms and conditions;
  3. a time of day is a reference to London time; and
  4. references to clauses are to clauses of these Terms and Conditions.

(b) Clause headings are for ease of reference only.

1.3 Third Party Rights

(a) Unless expressly provided to the contrary in these Terms and Conditions, a person who is not a Party has no right under the Contract (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Terms and Conditions.

(b) Notwithstanding any term of these Terms and Conditions, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2. Eligibility

2.1 Transport Exchange Group shall, in its sole discretion, be entitled to determine whether:

(a) the Carrier is eligible to access Transport Exchange Group's invoice finance facilities; and

(b) an Invoice is suitable for invoice finance.

2.2 Transport Exchange Group is under no obligation to present an Offer to the Carrier in respect of any Invoice.

3. Information

3.1 The Carrier acknowledges that Transport Exchange Group is entitled to use, and rely on, all information available to Transport Exchange Group (including but not limited to information regarding the Carrier, any Invoice and any Debt) for any purpose connected with this Agreement.

4. Offer

4.1 After the Carrier has uploaded a POD to the Platform, the Carrier may be presented with an Offer in respect of the Debt to which that POD relates.

4.2 Each Offer is valid for the Validity Period.

4.3 The Carrier may choose to accept or decline an Offer within the Validity Period. The Carrier's decision to accept or decline an Offer is irrevocable. Should the Carrier decline, or fail to either accept or decline, an Offer within the Validity Period, that Offer shall automatically lapse and Transport Exchange Group shall have no further obligation or liability to the Carrier in respect of the Debt to which the Offer relates.

4.4 The Parties agree that any Offer is conditional upon Verification of the relevant Invoice within the Validity Period and Transport Exchange Group's determination, in its sole discretion, that the Buyer and relevant Debt have met Transport Exchange Group's credit eligibility requirements. Should Transport Exchange Group determine that these requirements have not been met (for any reason), Transport Exchange Group may withdraw any Offer prior to making payment of the Advance Sum with no further obligation or liability to the Carrier.

5. Assignment (non-Scottish Invoice)

5.1 Upon accepting an Offer in respect of an Invoice that is not a Scottish Invoice, the Carrier assigns to Transport Exchange Group absolutely and with full title guarantee all of the Carrier's right, title and interest in or to the Debt to which that Invoice relates and all Connected Rights and remedies in respect of that Debt.

5.2 If, for any reason, title to or the benefit of the Debt (and any Connected Rights) to which that Invoice relates fails to vest in Transport Exchange Group absolutely and effectively, the Carrier will hold on trust for Transport Exchange Group absolutely such Debt and/or its Connected Rights and all proceeds of them, or either of them, separate from its own monies howsoever such proceeds may arise.

5.3 The Carrier will hold on trust for Transport Exchange Group any VAT bad debt relief (or similar relief) obtained by the Carrier in respect of any Debt which has been assigned or transferred (or purportedly assigned or transferred) to Transport Exchange Group or is otherwise to be held on trust for Transport Exchange Group.

6. Assignation of a Scottish invoice

6.1 Upon accepting an Offer in respect of a Scottish Invoice, the Carrier assigns to Transport Exchange Group absolutely and with absolute warrandice all of the Carrier's right, title and interest in or to the Scottish Debt to which that Scottish Invoice relates and all Scottish Connected Rights and remedies in respect of that Scottish Debt.

6.2 If, for any reason, title to or the benefit of the Scottish Debt (and any Scottish Connected Rights) to which that Scottish Invoice relates fails to vest in Transport Exchange Group absolutely and effectively, the Carrier will hold on trust for Transport Exchange Group absolutely such Scottish Debt and/or its Scottish Connected Rights and all proceeds of them, or either of them, separate from its own monies howsoever such proceeds may arise.

6.3 If the Carrier assigns a Scottish Debt to Transport Exchange Group pursuant to clause 6.1, the Carrier is constituted as trustee for Transport Exchange Group to hold such Scottish Debt in trust for Transport Exchange Group until:

(a) Transport Exchange Group receives payment in full for the Scottish Debt or Transport Exchange Group completes its title to the Scottish Debt; or

(b) Transport Exchange Group receives payment of other money or property relating to the Scottish Debt or completes title to that property.

6.4 Transport Exchange Group acknowledges intimation of the creation of the trust described above. If requested by Transport Exchange Group, the Carrier will, at its own expense, give notice to any person of this trust and that any payment in respect of the relevant Scottish Debt it to be made to Transport Exchange Group.

6.5 The Carrier will hold on trust for Transport Exchange Group any VAT bad debt relief (or similar relief) obtained by the Carrier in respect of any Debt which has been assigned or transferred (or purportedly assigned or transferred) to Transport Exchange Group or is otherwise to be held on trust for Transport Exchange Group.

7. Automatic re-assignment

7.1 Upon Transport Exchange Group's withdrawal of an Offer, the Debt (and any Connected Rights) to which the Offer relates will be automatically re-assigned to the Carrier.

8. Perfection of assignment or assignation

8.1 The Carrier must, immediately upon any request by Transport Exchange Group take all such action as may be necessary or as may reasonably be requested by Transport Exchange Group to create, perfect, protect or maintain any of the interests created or purported to be created pursuant to clauses 5 and/or 6, including but not limited to providing copies of any documents or correspondence relating to a Debt.

9. Payments

9.1 By accepting these Terms and Conditions you agree that all payments from Transport Exchange Group to the Carrier will be made by way of credit to an e-money account opened by TEG in the name of the Carrier (if applicable) (via a transfer method known as TEG's payment rails) and upon making a payment to any such account, Transport Exchange Group shall have no further liability to the Carrier in respect of the amount of such payment.

9.2 Unless expressly provided otherwise in these Terms and Conditions, all payments from the Carrier to Transport Exchange Group shall be made by way of credit to the Transport Exchange Group Account (via a transfer method known as TEG's payment rails).

10. Repurchase of Ineligible Debts

10.1 Transport Exchange Group may, but is not obligated to, require the Carrier to repurchase immediately any Ineligible Debt by serving on the Carrier a Repurchase Notice.

10.2 The following are Ineligible Debts:

(a) a Debt which Transport Exchange Group in its absolute discretion deems to be ineligible by reason of the occurrence of a Termination Event; or

(b) a Debt in respect of which any representation or warranty made by Carrier under clause 15.2 is or proves to be incorrect or misleading.

10.3 Any Repurchase Notice will set out in reasonable detail the description of the Debt to be reassigned and the Repurchase Price.

10.4 The Carrier shall pay the Repurchase Price to Transport Exchange Group within 2 working days of its receipt of the relevant Repurchase Notice.

10.5 Until all monies payable by the Carrier under the relevant Repurchase Notice have been paid to Transport Exchange Group, the Debt to which such notice relates and any Connected Rights will remain vested in Transport Exchange Group.

10.6 Transport Exchange Group will, upon receiving payment of the Repurchase Price and any other properly incurred expenses from the Carrier, re-assign the relevant Debt and any Connected Rights to the Carrier, and may give or require the Carrier to give an accompanying Notice of Assignment or Intimation of Assignation to each relevant Buyer to that effect.

10.7 Upon payment of the Repurchase Price to Transport Exchange Group, Transport Exchange Group shall have no further liability to the Carrier in respect of the relevant Debt.

10.8 After the ownership of any Debt has re-vested in the Carrierunder paragraph 10.6 above, Transport Exchange Group will, subject to the terms of these Terms and Conditions, credit to the relevant account all sums subsequently received or recovered by Transport Exchange Group in relation to that Debt in accordance with the provisions of these Terms and Conditions.

11. Payments to the Carrier

11.1 In respect of an Invoice and the relevant Debt, and subject always to clause 13, once an Invoice has been Verified to Transport Exchange Group's satisfaction Transport Exchange Group shall, as soon as reasonably practicable, pay to the Carrier the Advance Sum, less the Administration Fee.

11.2 Transport Exchange Group may pay the relevant Buyer a commission from the Administration Fee received by Transport Exchange Group in respect of any Invoice.

12. Collection of the Debt

In respect of each Debt:

12.1 As the purchaser of the Debt, Transport Exchange Group will have the sole right (but is not obliged to) collect and enforce payment of the Debt.

12.2 The Carrier has no authority to act as or hold itself out as the authorised collection agent of Transport Exchange Group in respect of the Debt, other than as set out in this clause 12.

12.3 The Carrier will retain copies of all cheques and Remittance advices received from the Buyer in respect of the Debt and make these available on request.

12.4 All Remittances paid to Transport Exchange Group are the property of Transport Exchange Group.

12.5 The Carrier shall use best endeavours to procure that the Buyer pays any Remittance into the Transport Exchange Group Account. The Carrier will not, without prior written consent, direct the Buyer to pay any Remittance in respect of the Debt into any other account (whether in its name or the name of any other person).

12.6 Immediately upon the Carrier's receipt of a Remittance, the Carrier must pay the Remittance to Transport Exchange Group by paying that Remittance into the Transport Exchange Group Account. At all times prior to its payment of such a Remittance to Transport Exchange Group, the Carrier will hold it on trust for Transport Exchange Group.

12.7 Transport Exchange Group may in its absolute discretion outsource the collection or enforcement of the Debt to any third party for any such period as Transport Exchange Group sees fit.

12.8 The Carrier shall provide all information reasonably required in connection with the collection or enforcement of a Debt and shall use, comply with or engage in any dispute, collection or enforcement process as required or directed.

12.9 Transport Exchange Group may in its absolute discretion accept in good faith Remittances made by way of credit or debit card payment. If for any reason Transport Exchange Group is required to return any such Remittance, or such Remittance is debited against the relevant account the Carrier will pay to Transport Exchange Group an amount equal to the sum returned or debited together with any fees or charges incurred by Transport Exchange Group (such payment to be made either by way of payment to the Transport Exchange Group Account or by way of set off against any sums payable by Transport Exchange Group to the Carrier).

12.10 The Carrier indemnifies, and shall hold indemnified, Transport Exchange Group against any and all costs, fees and expenses of collection or enforcement of the Debt incurred by Transport Exchange Group or its agents in connection with the collection or enforcement of the Debt.

13. Credit Notes

13.1 The Carriershall not agree any Dilution with any Buyer in respect of any Debt without prior written consent.

13.2 The Carrier shall not accept returns or grant allowances, discounts, deductions or credits to the Buyer in respect of any Debt other than a Dilution agreed under clause 13.1.

13.3 Upon agreeing a Dilution, the Carrier shall immediately pay to Transport Exchange Group an amount equal to the amount of that Dilution.

13.4 Transport Exchange Group will not be liable to the Carrier for any discount, allowance or commission wrongly claimed or deducted by a Buyer in respect of any Debt.

14. Disputes

14.1 In the event that a Buyer notifies the Carrier of a dispute in respect of a Debt or the Carrier is otherwise aware of dispute or possible dispute in respect of a Debt, the Carrier will immediately notify Transport Exchange Group and use its best endeavours to resolve any dispute as directed by Transport Exchange Group. The Carrier will at all times continue to perform its obligations to that Buyer under the relevant Sale Contract.

14.2 The Carrier authorises Transport Exchange Group at the Carrier's expense to resolve any dispute in respect of a Debt not resolved by the Carrier and agrees to be bound by anything done by Transport Exchange Group.

15. Warranties

The Carrier represents and warrants on the Effective Date, and is deemed to repeat each warranty on each date that Debt remains Outstanding, that:

15.1 General

(a) the Carrier is duly incorporated and validly existing under the law of its jurisdiction of incorporation;

(b) the Carrier's electronic acceptance of these Terms and Conditions is effective as if signed under hand by the Carrier and evidences the Carrier's express intention to be bound by these Terms and Conditions;

(c) the Carrier has disclosed to Transport Exchange Group all material facts that might influence Transport Exchange Group's decision to purchase the Debt or permit the Carrier's access to Transport Exchange Group's invoice finance facilities;

(d) all written and other information supplied to Transport Exchange Group about the Carrier, its business, assets and financial condition is true and accurate;

(e) the Carrier has the power and capacity to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Terms and Conditions and any transaction contemplated by these Terms and Conditions;

(f) the Carrier has obtained and complied with all licenses, permissions, permits or other authorisations that are required to be obtained by the Carrier in order to perform the Carrier's obligations under these Terms and Conditions;

(g) the Carrier's entry into and performance of, and the transactions contemplated by, these Terms and Conditions do not and will not conflict with:

1. 1. any Applicable Law;
  2. its constitutional documents; or
  3. any agreement or instrument binding upon the Carrier or any of the Carrier's assets;

(h) the Carrier is not Insolvent, and no director or partner of the Carrier is Insolvent; and / or

(i) the Carrier is not subject to Sanctions and has taken all reasonable steps to implement and maintain in effect policies and procedures designed to achieve compliance by the Carrier and its directors, officers and employees with all anti-corruption laws and applicable Sanctions, and it and its directors, officers and employees are conducting their business in compliance with all anti-corruption laws and applicable Sanctions.

15.2 The Debt

In respect of each Debt:

(a) the Carrier was authorised to enter into the relevant Sale Contract;

(b) immediately prior to the assignment of the Debt to Transport Exchange Group, the Carrier:

1. was the sole legal and beneficial owner of the Debt and any Connected Rights; and was entitled to assign that Debt and any Connected Rights; and
2. had not otherwise sold, assigned, mortgaged, charged or otherwise disposed of the Debt or any Connected Rights or encumbered the Debt or any Connected Rights to any other person, nor has any agreement been made to do so;

(d) the Debt is not owed by a Buyer acting in the capacity of a private individual;

(e) all written and other information supplied to Transport Exchange Group regarding the Debt, including without limitation information required to facilitate the production of an Invoice by Transport Exchange Group and any Associated Information, is true, accurate, complete and up to date;

(f) the Sale Contract:

1. has been completely performed in accordance with its terms and is valid, binding and enforceable against the relevant Buyer and the Carrier has performed all obligations required for enforcement of the Debt;
2. is governed by either:
  1. English law, and the relevant Buyer has submitted to the jurisdiction of the courts of England and Wales; or
  2. Scots law, and the relevant Buyer has submitted to the jurisdiction of the courts of Scotland;
3. contains no prohibition against assignment of the relevant Debt or any Connected Right by the Carrier;
4. is not regulated by the Consumer Credit Act 1974 (as amended or replaced from time to time) or subordinate legislation; and
5. represents the entire agreement between the Carrier and the Buyer, and in particular, that the Carrier has not agreed to vary any provision of the Sale Contract or waive any obligation of the Buyer under the Sale Contract;

(g) the Debt is an undisputed, bona fide Debt;

(h) the Buyer has not or will not assert any right of set-off, deduction, abatement or counterclaim in respect of the Debt; and / or

(i) no supplier to the Carrier will retain title to any Goods which are the subject matter of the Debt.

16. Undertakings

16.1 In respect of each Debt, the Carrier will:

(a) provide any information about its business upon request from time to time in connection with the Debt or its verification, and ensure that all information provided by the Carrier is complete and accurate and to promptly notify Transport Exchange Group if it ceases to be complete and accurate;

(b) comply, at its own cost, with any request intended to preserve Transport Exchange Group's interest in any Debt or its Connected Rights and/or mitigate any Liabilities owed to Transport Exchange Group, including executing any other documents;

(c) upon request, provide evidence of the performance of the Sale Contract and give any employee or agent of Transport Exchange Group access to any business premises of the Carrier to inspect any Goods, the original Sale Contract and to review and copy any other relevant records;

(d) inform Transport Exchange Group immediately if the Carrier:

1. is aware of:
  1. a dispute with the Buyer;
  2. any change in the Buyer's status, address or creditworthiness;
  3. the Buyer being entitled to set off against the Debt any sum owed by the Carrier to the Buyer;
  4. the Carrier or the Buyer becoming Insolvent or any event occurring which may result in the Carrier or Buyer becoming Insolvent;
  5. if it is proposing to take any steps to appoint an Administrator;
  6. the occurrence of any event which could constitute a Termination Event;
2. is concerned regarding the creditworthiness of the Buyer, or receives information which would reasonably give rise to concerns regarding the creditworthiness of the Buyer.

(e) comply with any terms required of it under the Carrier's credit insurance policy or as may be demanded by the relevant insurers from time to time. As at the Effective Date, Transport Exchange Group has no requirements for the Carrier in relation to any credit insurance policy. Unless otherwise agreed, Transport Exchange Group does not require the Carrier to obtain such a policy nor to adhere to the terms of any such policy. In the event that Transport Exchange Group procures a credit insurance policy, Transport Exchange Group shall as soon as reasonably practicable notify the Carrier of any requirements specified thereby;

(f) ensure that it complies with the Data Privacy Laws or any amendment or re-enactment of this legislation when transferring information to Transport Exchange Group and all other legislation or regulatory requirements in relation to the Carrier's business and assets;

(g) ensure that it complies with the Privacy Policy and Transport Exchange Group Terms;

(h) pay to Transport Exchange Group on first written demand all sums due to it under these Terms and Conditions;

(i) obtain any waiver of rights from any third party in respect of the Debt and otherwise adhere to any additional procedures relating to these Terms and Conditions or as otherwise may be required from time to time; and

(j) notify Transport Exchange Group immediately upon:

1. any individual or body corporate becoming a shareholder in, or director of, the Carrier; or
2. any material change in the nature of the Carrier's business; or
3. any material adverse change to the financial condition of the Carrier.

16.2 In respect of each Debt, the Carrier will not, without prior written consent:

(a) create or purport to create any security over the Debt or assign the Debt to any other person;

(b) send any credit note to, or agree any Dilution with, the Buyer without prior written consent and in accordance with clause 13;

(d) pay to Transport Exchange Group any Debt from its own monies (except to pay to Transport Exchange Group a Remittance which has been paid direct to the Carrier by the Buyer) without prior written consent;

(e) disclose to any person any confidential information provided by Transport Exchange Group in respect of the Buyer or the collection of any Debt;

(f) contact, attempt to contact or make any arrangement with any person in relation to the Debt save for as required under these Terms and Conditions;

(g) procure the payment to itself or any other third party of any sum on account of the Debt;

(h) instruct Transport Exchange Group to close the Carrier's account on the Platform.

17. Termination

Each of the following is a Termination Event:

17.1 any amount (including but not limited to any Repurchase Price) due under these Terms and Conditions (including fees and expenses) due from the Carrier to Transport Exchange Group is not paid when due and remain unpaid for 5 days;

17.2 any representations, warranties or undertakings in these Terms and Conditions are untrue or incorrect in any material respect whenever made or repeated;

17.3 the Carrier breaches the Transport Exchange Group Terms;

17.4 the Carrier instructs Transport Exchange Group to close the Carrier's account on the Platform;

17.5 the Carrier notifies Transport Exchange Group that it does not wish to accept a proposed amendment to the Transport Exchange Group Terms;

17.6 Transport Exchange Group suspends or terminates the Carrier's account on the Platform for any reason;

17.7 the Carrier or any person providing a guarantee or security in respect of the Debt is Insolvent;

17.8 the commission by the Carrier or the Buyer of any offence of money laundering or any transaction giving Transport Exchange Group grounds to suspect that the Carrier or the Buyer are engaged in money laundering or other illegal activity;

17.9 any waiver given to the Carrier or the Buyer by any third party in connection with any Debt is withdrawn;

17.10 the Carrier is Insolvent or dissolved;

17.11 any procedure being used against the Carrier to attach or take possession of any of the assets of the Carrier or the Buyer;

17.12 there is a material adverse change, in the opinion of Transport Exchange Group, in the financial condition of the Carrier, the nature of the Carrier's business or any other circumstances occur which cause Transport Exchange Group to believe that the Carrier's obligations to Transport Exchange Group under these Terms and Conditions will not be met.

18. Consequences of a Termination Event

18.1 The occurrence or continuation of a Termination Event will not affect the obligations of the Carrier or the rights of Transport Exchange Group in respect of the Debt, any rights of set off or any fees or expenses payable to Transport Exchange Group in respect of the Debt or otherwise howsoever arising under these Terms and Conditions.

18.2 The Carrier or the Buyer becoming Insolvent will not absolve the Carrier of any its obligations in respect of any debt or liability incurred prior to the occurrence of a Termination Event.

18.3 On or following a Termination Event which has not been expressly waived in writing, Transport Exchange Group may in its absolute discretion:

(a) issue a Repurchase Notice in respect of any Debt in accordance with clause 10;

(b) demand immediate payment of all Liabilities;

(c) modify the terms of these Terms and Conditions, including any fees and charges, at its direction and upon written notice to the Carrier; or

(d) deny the Carrier further access to Transport Exchange Group's invoice finance facilities.

19. Duration

19.1 Transport Exchange Group may terminate these Terms and Conditions upon written notice to the Carrier for any reason.

19.2 Subject to clause 19.4, these Terms and Conditions shall continue to be binding on the Parties until Transport Exchange Group gives written notice of the termination of these Terms and Conditions to the Carrier.

19.3 Such notice of termination shall take effect upon all Liabilities under these Terms and Conditions being discharged in full.

19.4 Clauses 15, 16, 20 and 21 shall continue in full force and effect after the termination of these Terms and Conditions.

20. Force majeure

Transport Exchange Group shall not have any liability for any failure or delay in performance of its obligations under these Terms and Conditions to the extent the same results from or is caused by or related to any event or sequence of events beyond Transport Exchange Group's reasonable control, including but not limited to acts of God, technology or system failures, acts of government, natural disasters, epidemics, weather, industrial action and/or strikes.

21. Indemnity and set off

21.1 The Carrier indemnifies, and shall hold indemnified, Transport Exchange Group against any and all Liabilities incurred in relation to these Terms and Conditions including all costs and expenses (including administrative costs and professional fees) and VAT thereon in connection with the exercise of any of Transport Exchange Group's rights under these Terms and Conditions.

21.2 Without prejudice to clause 21.1 above, the Carrier further unconditionally and irrevocably indemnifies Transport Exchange Group against all costs, fees and expenses (including administrative costs and professional fees) it may incur in connection with:

(a) any breach of warranty or undertaking in these Terms and Conditions;

(b) acting on any instructions, howsoever given, which in Transport Exchange Group's reasonable opinion appear to have come from the Carrier or any claim made against Transport Exchange Group by the Carrier or any Buyer;

(c) any steps necessary to perfect any interest of Transport Exchange Group in any Debt or otherwise under these Terms and Conditions;

(d) the costs of any legal action taken to enforce these Terms and Conditions, including any breach of these Terms and Conditions by the Carrier.

21.3 Transport Exchange Group may at any time set off any monies due from the Carrier to Transport Exchange Group, whether under these Terms and Conditions or otherwise, against any sums due to the Carrier by Transport Exchange Group.

21.4 The Carrier shall not be permitted to set off any sums due from it to Transport Exchange Group against any sums payable to it by Transport Exchange Group.

21.5 All payments to Transport Exchange Group made by the Carrier must be made in cleared funds without set-off and without any deduction on account of any Tax, duty or other charge, unless a deduction is required by law. If a deduction is required by law, the Carrier will increase the payment or make a separate payment so that Transport Exchange Group receives the full amount due to it under these Terms and Conditions before the deduction was made.

22. Liability

22.1 The Carrier agrees and acknowledges that Transport Exchange Group is not liable to the Carrier for any loss, liability or damages the Carrier suffers under or in connection with:

(a)

1. 1. 1. these Terms and Conditions (including but not limited to, any Offer, Invoice or Debt)
    2. any default resulting directly or indirectly from any cause beyond Transport Exchange Group's control;
    3. loss of profits, loss of business, or any indirect, consequential, special or punitive losses;

(b) any act or omission of the provider of any e-money account;

(d) any act or omission of Transport Exchange Group (including but not limited to failure to make a payment) which Transport Exchange Group is required to take or prevented from taking by way of instructions from the provider of any e-money account which relate to the terms of any agreement between the Carrier and the provider of any e-money account.

22.2 Nothing in these Terms and Conditions will operate to limit either Party's liability with respect to matters that cannot be limited by operation of law, including but not limited to fraud or for death or personal injury resulting from negligence.

22.3 To the extent permitted by law, all conditions or warranties implied on behalf of Transport Exchange Group by law, statute or otherwise are expressly excluded.

23. Variations and Waivers

23.1 In addition to any other rights under these Terms and Conditions, Transport Exchange Group may change any term of these Terms and Conditions by giving not less than 30 days’ prior written notice of such change.

23.2 Following service of such notice, the Carrier shall be deemed to have accepted any changes to these Terms and Conditions that the Carrier has been notified of in accordance with clause 23.1 by:

(a) accepting any Offer; or

(b) continued use of the Platform following the service of that notice,

and all such Offers (and subsequent Offers or Invoices) shall be deemed to be subject to the Terms and Conditions as amended.

23.3 If the Carrier does not agree with the proposed changes to the Terms and Conditions, the Carrier must notify Transport Exchange Group within the 30 day notice period and these Terms and Conditions will be terminated. If the Carrier does not provide notice to the contrary within the 30 day notice period, the Carrier will be deemed to have accepted the change and (subject to clause 23.2) the change will apply to the Carrier when it comes into force.

23.4 If any part of these Terms and Conditions are inconsistent with any legal requirements, then Transport Exchange Group will not rely on that part but will treat it as if it did reflect the relevant legal requirement. If Transport Exchange Group needs to make operational changes in order to comply with any regulatory requirement, Transport Exchange Group will make those changes as soon as reasonably practicable.

23.5 The rights of Transport Exchange Group under the Terms and Conditions are not affected by any grant of time or indulgence and no waiver of any right or obligation given by Transport Exchange Group shall constitute a waiver of such right or obligation or any other in future. Any delay or failure by Transport Exchange Group to enforce or exercise any of its rights under these Terms and Conditions shall not constitute a waiver of such rights or an acceptance of any breach by the Carrier.

24. Novation and Assignment

24.1 Transport Exchange Group may novate, assign or transfer any of its rights or obligations under these Terms and Conditions or in respect of any Debt at any time without the consent of the Carrier. The Carrierwill enter into, at its own cost, any and all documentation required from it to give effect to such novation or assignment.

24.2 Immediately upon any assignment of Transport Exchange Group's rights under these Terms and Conditions or in respect of any Debt, the representations, warranties and undertakings given or deemed to be given by the Carrier under clauses 15 and 16 shall be given for the benefit of the assignee.

24.3 Transport Exchange Group may disclose to any actual or proposed assignee or transferee any information in its possession that relates to the Carrier, any Buyer, or any Debt that Transport Exchange Group considers appropriate.

24.4 The Carrier may not assign any of its rights, or transfer any of its rights or obligations, under these Terms and Conditions.

25. Further Assurance

The Carrier shall, promptly execute and deliver such documents and perform such acts, including obtaining the execution of documents by any third party, as may be required for the purpose of giving full effect to these Terms and Conditions.

26. Notices

26.1 Any notice or other communication given to a Party under or in connection with these Terms and Conditions shall be in writing, in readable form and shall be:

(a) sent by email to the email address notified by the Carrier to Transport Exchange Group from time to time; or

(b) sent by email by the Carrier to Transport Exchange Group at legal@transportexchangegroup.com.

26.2 Any notice or communication shall be deemed to have been received if sent by email, at 9.00 am on the next Business Day after transmission.

27. Data Protection

27.1 The Carrier has provided Transport Exchange Group with information about its Associates or other persons who are individuals, for the purposes of Transport Exchange Group's underwriting and credit risk assessment the exercise of Transport Exchange Group's rights under these Terms and Conditions and to prevent fraud or money laundering. The Carrier consents to Transport Exchange Group making checks and searches about these individuals with credit reference and fraud prevention agencies (including those outside of the European Economic Area).

27.2 During the term of these Terms and Conditions, the Carrier consents to Transport Exchange Group making further checks and searches against its Associates or other persons with the agencies referred to in clause 27.1. The Carrier accepts that this will include searches as to criminal offences, proceedings and convictions and that this information may be disclosed to those agencies or credit insurers.

27.3 The Carrier warrants and undertakes to Transport Exchange Group that, in relation to any living individual, including, but not limited to:

(a) an Associate;

(b) a Buyer or a partner, shareholder, director or other officer (or, in the case of an partnership, a member) of a Buyer, the Carrier or an Associate of the Carrier; and

(c) a person who has or may give a warranty, guarantee or indemnity in respect of the obligations of a Buyer under the relevant Sale Contract;

it has strictly complied and will, until the termination of these Terms and Conditions and the discharge of its Liabilities, strictly comply with the provisions of the Data Privacy Laws including (without limitation) the principles contained in the schedules to the Data Privacy Laws and, in particular, that the Carrier has disclosed and will disclose to any such living individual that it may at any time pass on data which it holds in respect of him for the purposes of carrying out its Liabilities and notified him of the manner and purposes for which Transport Exchange Group may process personal data, and the Carrier shall keep a record of to whom it has notified, in what form and when it notified them and produce evidence to this effect immediately on request.

28. Money Laundering

In consequence of the provisions of the Proceeds of Crime Act 2002 (PCA) the Carrier warrants that it has in place procedures and controls which are designed to forestall and prevent money laundering. In accordance with the Carrier's responsibilities under the PCA, if the Carrier suspects that a client or a customer or an officer, partner or employee of either has committed or is committing a money laundering offence as defined in that act, the Carrier shall disclose that suspicion to the National Crime Agency or other relevant authority without notice.

29. Sanctions

The Carrier represents and warrants:

29.1 that:

(a) neither it, nor any of its directors, officers, employees or agents:

1. 1. is a Restricted Party or is engaging in or has engaged directly or indirectly in any transaction or conduct with a Restricted Party or that could result in it becoming a Restricted Party;
  2. is or ever has been subject to any claim, proceeding, formal notice or investigation with respect to Sanctions; or
  3. has engaged or is engaging, directly or indirectly, in any trade, business or other activities with or for the benefit of any countries or regions subject to Sanctions;

(b) it is in compliance with all Sanctions and anti-corruption laws applicable to it or them; and

(c) it will institute and maintain policies and procedures designated to promote and achieve compliance with any anti-corruption laws and Sanctions applicable to it;

29.2 it will not use, lend, contribute or otherwise make available any part of any Advance Sum or other sum paid by Transport Exchange Group to the Carrier directly or indirectly:

(a) for the purpose of financing any trade, business or other activities involving, or for the benefit of, any Restricted Party;

(b) engage in any transaction, activity or conduct that violates any Sanctions or breach any anti-corruption laws in any jurisdiction; or

(c) in any other manner that would reasonably be expected to result in any person being in breach of any Sanctions or becoming a Restricted Party;

(d) engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, any Sanctions applicable to it; or

(e) fund all or part of any payment to Transport Exchange Group out of proceeds derived from business or transactions with a Restricted Party, or from any action which is in breach of any Sanctions.

30. Law and Jurisdiction

30.1 These Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales.

30.2 The Carrier irrevocably submits to the jurisdiction of the courts of England and Wales.

30.3 Clause 30.2 is for the benefit of Transport Exchange Group only. As a result, Transport Exchange Group shall not be prevented from taking proceedings in any other courts with jurisdiction and may take concurrent proceedings in any number of jurisdictions.

Schedule 1

Definitions

1. Administration Fee means the fee (plus VAT, if applicable) deducted by Transport Exchange Group from the Advance Sum in such an amount as Transport Exchange Group shall notify the Carrier of from time to time.

2. Administrator means any person who is appointed to manage affairs, business and property of the Carrier, or any Buyer under Schedule B1 of the Insolvency Act 1986

Advance Sum means the upfront sum paid by Transport Exchange Group to the Carrier in respect of a Debt as detailed in the terms of the relevant Offer

Applicable Law means, in respect of any person or entity, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any Sanctions) that such person or entity is required to comply with

Associate means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company

Associated Information means all information provided by the Carrier to Transport Exchange Group concerning the Carrier, any Debt, any Buyer, any Invoice, any Sales Contract or any matters relating thereto

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business

3. Buyer means the entity incurring a Debt to the Carrier as evidenced by an Invoice and includes, where the context so permits, a person having the duty to administer the relevant Buyer's estate upon death or such Buyer being Insolvent

4. Transport Exchange Group Account means an e-money account in the name of Transport Exchange Group, as notified by Transport Exchange Group to the Carrier from time to time

5. Connected Rights means in relation to any Debt (including, without limitation, any Scottish Connected Rights relating to a Scottish Debt), all rights ancillary to that Debt, including:

(a) the benefit of every Sale Contract giving rise to that Debt;

(b) rights of retention of title, lien, recovery of possession and other remedies given by law to an unpaid vendor of Goods;

(c) the benefit of all guarantees, warranties, indemnities, securities and policies of insurance held by or available to the Carrier in relation to that Debt owed to the Carrier by the relevant Buyer;

(d) and all ledgers and records (including computerised records) evidencing the amount owed under the relevant Sale Contract; and

(e) all the Carrier's rights under contracts of supply between the Carrier and its suppliers in relation to Goods supplied or to be supplied by the Carrier in fulfilment of its delivery obligations to the relevant Buyer in connection with that Debt, whether or not such Goods have been appropriated by the Carrier

6. Data Privacy Laws means all laws that relate to data protection, privacy, the use of information relating to individuals and all laws implementing them, in each case may be replaced, extended or amended, including without limitation, the General Data Protection Regulations (EU) 2016/79, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003

7. Debt means a debt incurred to the Carrier by a Buyer (including VAT and/or any other applicable Tax or duty and interest for late payment and/ or other late payment charges where applicable) as evidenced by an Invoice (including, without limitation, a Scottish Debt as evidenced by a Scottish Invoice)

Debt Payment Date means the due date for payment of a Debt in accordance with the Carrier's payment terms

Dilution means the amount of any credit notes, debit notes, rebates, discounts, write-offs, deductions, retentions, set-offs, withholdings or other adjustments

Effective Date means the date on which the Carrier signifies its agreement to these Terms and Conditions

8. Goods means any goods, services, hiring or services with materials supplied that are the subject of a Sale Contract

9. Holding Company means in relation to a person, any other person in respect of which it is a Subsidiary

10. Ineligible Debt means any Debt listed in clause 10.2

11. Insolvent in relation to an entity (including, but not limited to, limited liability companies), means any of the following:

(a) the entity is unable to pay his or its debts within the meaning of section 123 of the Insolvency Act 1986;

(b) a statutory demand is served on the entity and the statutory demand is not set aside within 21 days;

(c) the entity applies for an interim order under section 253 of the Insolvency Act 1986 or an arrangement or a composition is made for the benefit of creditors (or a class of creditors) whether or not pursuant to the Insolvency Act 1986;

(d) in the case of a partnership, a bankruptcy order or a petition for sequestration is made in relation to, a partner or a partner applies for an interim order under section 253 of the Insolvency Act 1986 or an arrangement or a composition is made for the benefit of creditors (or a class of creditors) whether or not pursuant to the Insolvency Act 1986;

(e) a petition is presented, or other proceedings are commenced, or a meeting is called to pass a resolution, for winding up or for a corporate voluntary arrangement or similar procedure;

(f) a receiver or administrative receiver, or Administrator or similar official is appointed or any notice of intention to appointment an Administrator is filed;

(g) the entity's assets are seized or distrained or subject to an action in respect of commercial rent arrears or executed against;

(h) the entity ceases or threatens to cease to carry on business or suspends payment of his or its debts;

(i)a judgment, decree or other money order is obtained which is not satisfied within 7 days; or

(j) any other indebtedness due, owing or incurred by the entity is not paid when it becomes due, or becomes capable of being declared due and payable prior to its stated maturity for any reason;

(k) the entity is subject to an event analogous to (a) to (j) above in any other jurisdiction,

and in relation to an individual person or persons means any of the following:

(l) a bankruptcy or sequestration petition is presented in respect of that individual;

(m) that individual is the subject of a bankruptcy order or sequestration;

(n) that individual proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors;

(o) a receiver, trustee or other similar officer is appointed in respect of any of the individual's assets; or

(p) the individual is subject to an event analogous to (l) to (o) above in any other jurisdiction.

12. Intimation of Assignation means an intimation of the assignation of a Scottish Debt in favour of Transport Exchange Group

13. Invoice means the original sales invoice in respect of a Debt owed to the Carrier by the relevant Buyer (including, without limitation, any invoice in respect of a Scottish Debt)

14. Invoice Value means the amount payable by the Buyer to the Carrier in respect of the Debt

15. Liabilities means any sum (present, contingent or future) payable by the Carrier to Transport Exchange Group whether or not under these Terms and Conditions and any losses, costs and expenses (including legal expenses on a full indemnity basis) and in whatever currency

16. Notice of Assignment means a notice of assignment of a Debt in favour of Transport Exchange Group

17. Offer means an offer made by Transport Exchange Group in respect of an Invoice, by way of specifying an Advance Sum and Administration Fee

18. Outstanding means in relation to a Debt, that the relevant Buyer has not discharged in full the obligations in respect of such Debt

19. Parties means Transport Exchange Group and the Carrier

20. Platform means the Transport Exchange Group platform

21. POD means proof of delivery in respect of an order delivered by the Carrier

22. Privacy Policy means Transport Exchange Group's privacy policy as notified by Transport Exchange Group to the Carrier (or displayed on the Transport Exchange Group website) from time to time

23. Remittance means a payment made by a Buyer in respect of a Debt or its Connected Rights

24. Repurchase Notice means a notice requiring the Carrier to repurchase a specified Debt from Transport Exchange Group at the Repurchase Price and on such other terms as Transport Exchange Group may specify

25. Repurchase Price means in respect of any Debt, an amount equal to:

(a) any Advance Sum paid by Transport Exchange Group to the Carrier;

(b) less any:

1. Remittances received by Transport Exchange Group;
2. amounts received by Transport Exchange Group from the Carrier on account of any Dilution;

in each case as at the date of the relevant Repurchase Notice, and provided that the Repurchase Price shall never be negative

26. Restricted Party means a person that is:

(a) listed on, or owned or controlled by a person listed on, a Sanctions List, or a person acting on behalf of such a person;

(b) located in or organised under the laws of a country or territory that is the subject of country- or territory-wide Sanctions; or

27. Sale Contract means any contract between the Carrier and a Buyer for the sale or hire of Goods and/or the provision of services or work done and materials supplied to which the Invoice relates (including, without limitation, any contract between the Carrier and a Buyer for the sale of hire of Goods and/or the provision of services or work done and material supplied to which a Scottish Invoice relates)

28. Sanctions means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority

29. Sanctions Authority means:

(a) the Security Council of the United Nations;

(b) the UK; and

(c) the governmental authorities of any of paragraphs (a) to (b) above, including (without limitation) Her Majesty's Treasury

30. Sanctions List means the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury, or any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time

31. Scottish Connected Rights means in relation to any Scottish Debt, all rights ancillary to that Scottish Debt, including:

(a) the benefit of every Scottish Sale Contract giving rise to that Scottish Debt;

(b) rights of retention of title, lien, recovery of possession and other remedies given by law to an unpaid vendor of Goods;

(c) the benefit of all guarantees, warranties, indemnities, securities and policies of insurance held by or available to the Carrier in relation to that Scottish Debt owed to the Carrier by the relevant Buyer;

(d) and all ledgers and records (including computerised records) evidencing the amount owed under the relevant Scottish Sale Contract; and

(e) all the Carrier's rights under contracts of supply between the Carrier and its suppliers in relation to Goods supplied or to be supplied by the Carrier in fulfilment of its delivery obligations to the relevant Buyer in connection with that Scottish Debt, whether or not such Goods have been appropriated by the Carrier

32. Scottish Debt means a debt incurred to the Carrier by a Buyer (including VAT and/or any other applicable Tax or duty and interest for late payment and/ or other late payment charges where applicable) relating to a Scottish Sale Contract and as evidenced by a Scottish Invoice

33. Scottish Invoice means the original sales invoice in respect of a Scottish Debt owed to the Carrier by the relevant Buyer

34. Scottish Sale Contract means any contract between the Carrier and a Buyer which is governed by Scots law or in respect of a Buyer situated in Scotland, which in each case relates to the sale or hire of Goods and/or the provision of services or work done and materials supplied

35. Subsidiary means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006

36. Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same)

37. Transport Exchange Group Terms means the Transport Exchange Group terms of use and privacy policy, and any other agreement between the Carrier and Transport Exchange Group

38. Termination Event means any event listed in clause 17

39. UK means the United Kingdom of Great Britain and Northern Ireland

40. Validity Period means, in respect of any Offer, a period of 120 hours from the time at which that Offer is first made available to the Carrier on the Platform, or such other period as Transport Exchange Group may notify the Carrier of from time to time

41. VAT means value added tax as imposed by the Value Added Tax Act 1994 and legislation supplemental or in substitution thereof

42. Verify means:

(a) in respect of any Invoice that is not a Scottish Invoice:

1. 1. verifying the authenticity and accuracy of that Invoice to Transport Exchange Group's satisfaction; and
  2. serving a Notice of Assignment upon the relevant Buyer in respect of the Debt to which that Invoice relates, and obtaining the Buyer's acknowledgement of such Notice of Assignment to Transport Exchange Group's satisfaction; and

(b) in respect of a Scottish Invoice:

1. 1. 1. verifying the authenticity and accuracy of that Invoice to Transport Exchange Group's satisfaction; and
    2. serving an Intimation of Assignation upon the relevant Buyer in respect of the Debt to which that Scottish Invoice relates, and obtaining the Buyer's acknowledgement of such Intimation of Assignation to Transport Exchange Group's satisfaction,

and Verifying and Verified shall be construed accordingly

If you are a sole trader, please read the terms and conditions below:

BACKGROUND

Transport Exchange Group Limited (a company incorporated and registered in England and Wales with company number 03464353) (Transport Exchange Group) is a provider of invoice finance.

You (the Carrier) wish to submit invoices via the Transport Exchange Group platform (Platform). Transport Exchange Group is the embedded provider of invoice finance within the Platform.

The Parties agree as follows:

1. Interpretation

1.1 Definitions

The terms used in these Terms and Conditions have the meaning given to them in Schedule 1.

1.2 Construction

(a) Unless a contrary indication appears, a reference in these Terms and Conditions to:

1. 1. either Party, a Buyer, or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under these Terms and Conditions
  2. Terms and Conditions is a reference to these Carrier terms and conditions;
  3. a time of day is a reference to London time; and
  4. references to clauses are to clauses of these Terms and Conditions.

(b) Clause headings are for ease of reference only.

1.3 Third Party Rights

(b) Notwithstanding any term of these Terms and Conditions, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2. Eligibility

2.1 Transport Exchange Group shall, in its sole discretion, be entitled to determine whether:

1. the Carrier is eligible to access Transport Exchange Group's invoice finance facilities; and
2. an Invoice is suitable for invoice finance.

2.2 Transport Exchange Group is under no obligation to present an Offer to the Carrier in respect of any Invoice.

3. Information

4. Offer

After the Carrier has uploaded a POD to the Platform, the Carrier may be presented with an Offer in respect of the Debt to which that POD relates.

4.1 Each Offer is valid for the Validity Period.

4.2 The Carrier may choose to accept or decline an Offer within the Validity Period. The Carrier's decision to accept or decline an Offer is irrevocable. Should the Carrier decline, or fail to either accept or decline, an Offer within the Validity Period, that Offer shall automatically lapse and Transport Exchange Group shall have no further obligation or liability to the Carrier in respect of the Debt to which the Offer relates.

4.3 The Parties agree that any Offer is conditional upon Verification of the relevant Invoice within the Validity Period and Transport Exchange Group's determination, in its sole discretion, that the Buyer and relevant Debt have met Transport Exchange Group's credit eligibility requirements. Should Transport Exchange Group determine that these requirements have not been met (for any reason), Transport Exchange Group may withdraw any Offer prior to making payment of the Advance Sum with no further obligation or liability to the Carrier.

5. Assignment

6. Assignation

(a) Transport Exchange Group receives payment in full for the Scottish Debt or Transport Exchange Group completes its title to the Scottish Debt; or

(b) Transport Exchange Group receives payment of other money or property relating to the Scottish Debt or completes title to that property.

7. Automatic re-assignment

7.1 Upon Transport Exchange Group's withdrawal of an Offer, the Debt (and any Connected Rights) to which the Offer relates will be automatically re-assigned to the Carrier.

8. Perfection of assignment or assignation

8.1The Carrier must, immediately upon any request by Transport Exchange Group take all such action as may be necessary or as may reasonably be requested by Transport Exchange Group to create, perfect, protect or maintain any of the interests created or purported to be created pursuant to clauses 5 and/or 6, including but not limited to providing copies of any documents or correspondence relating to a Debt.

9. Payments

9.1 By accepting these Terms and Conditions you agree that all payments from Transport Exchange Group to the Carrier will be made by way of credit to an e-money account opened by Transport Exchange Group in the name of the Carrier (if applicable) (via a transfer method known as Transport Exchange Group’s payment rails) and upon making a payment to any such account, Transport Exchange Group shall have no further liability to the Carrier in respect of the amount of such payment.

10. Repurchase of Ineligible Debts

10.1 Transport Exchange Group may, but is not obligated to, require the Carrier to repurchase immediately any Ineligible Debt by serving on the Carrier a Repurchase Notice.

10.2 The following are Ineligible Debts:

(a) a Debt which Transport Exchange Group in its absolute discretion deems to be ineligible by reason of the occurrence of a Termination Event; or

(b) a Debt in respect of which any representation or warranty made by Carrier under clause 15.2 is or proves to be incorrect or misleading.

10.3 Any Repurchase Notice will set out in reasonable detail the description of the Debt to be reassigned and the Repurchase Price.

10.4 The Carrier shall pay the Repurchase Price to Transport Exchange Group within 2 working days of its receipt of the relevant Repurchase Notice.

10.7 Upon payment of the Repurchase Price to Transport Exchange Group, Transport Exchange Group shall have no further liability to the Carrier in respect of the relevant Debt.

10.8 After the ownership of any Debt has re-vested in the Carrier under paragraph 10.6 above, Transport Exchange Group will, subject to the terms of these Terms and Conditions, credit to the relevant account all sums subsequently received or recovered by Transport Exchange Group in relation to that Debt in accordance with the provisions of these Terms and Conditions.

11. Payments to the Carrier

11.2 Transport Exchange Group may pay the relevant Buyer a commission from the Administration Fee received by Transport Exchange Group in respect of any Invoice.

12. Collection of the Debt

In respect of each Debt:

12.1 As the purchaser of the Debt, Transport Exchange Group will have the sole right (but is not obliged to) collect and enforce payment of the Debt.

12.2 The Carrier has no authority to act as or hold itself out as the authorised collection agent of Transport Exchange Group in respect of the Debt, other than as set out in this clause 12.

12.3 The Carrier will retain copies of all cheques and Remittance advices received from the Buyer in respect of the Debt and make these available on request.

12.4 All Remittances paid to Transport Exchange Group are the property of Transport Exchange Group.

12.7 Transport Exchange Group may in its absolute discretion outsource the collection or enforcement of the Debt to any third party for any such period as Transport Exchange Group sees fit.

13. Credit Notes

13.1 The Carrier shall not agree any Dilution with any Buyer in respect of any Debt without prior written consent.

13.2 The Carrier shall not accept returns or grant allowances, discounts, deductions or credits to the Buyer in respect of any Debt other than a Dilution agreed under clause 13.1.

13.3 Upon agreeing a Dilution, the Carrier shall immediately pay to Transport Exchange Group an amount equal to the amount of that Dilution.

13.4 Transport Exchange Group will not be liable to the Carrier for any discount, allowance or commission wrongly claimed or deducted by a Buyer in respect of any Debt.

14.Disputes

15. Warranties

The Carrier represents and warrants on the Effective Date, and is deemed to repeat each warranty on each date that Debt remains Outstanding, that:

15.1 General

(a) the Carrier is a sole trader with a principal place of business in England and Wales or Scotland;

(d) all written and other information supplied to Transport Exchange Group about the Carrier, its business, assets and financial condition is true and accurate;

(e) the Carrier has the capacity to enter into, perform and deliver these Terms and Conditions and any transaction contemplated by these Terms and Conditions;

(g) the Carrier's entry into and performance of, and the transactions contemplated by, these Terms and Conditions do not and will not conflict with:

1. 1. any Applicable Law;
  2. any agreement or instrument binding upon the Carrier or any of the Carrier's assets;

(h) the Carrier is not Insolvent; and / or

(i) the Carrier is not subject to Sanctions and has taken all reasonable steps to implement and maintain in effect policies and procedures designed to achieve compliance by the Carrier and its employees with all anti-corruption laws and applicable Sanctions, and it and its employees are conducting their business in compliance with all anti-corruption laws and applicable Sanctions;

15.2 The Debt

In respect of each Debt:

(a) the Carrier was authorised to enter into the relevant Sale Contract;

(b) immediately prior to the assignment of the Debt to Transport Exchange Group, the Carrier:

1. was the sole legal and beneficial owner of the Debt and any Connected Rights; and was entitled to assign that Debt and any Connected Rights; and
2. had not otherwise sold, assigned, mortgaged, charged or otherwise disposed of the Debt or any Connected Rights or encumbered the Debt or any Connected Rights to any other person, nor has any agreement been made to do so;

(d) the Debt is not owed by a Buyer acting in the capacity of a private individual;

(f) the Sale Contract:

1. has been completely performed in accordance with its terms and is valid, binding and enforceable against the relevant Buyer and the Carrier has performed all obligations required for enforcement of the Debt;
2. is governed by either:
  1. English law, and the relevant Buyer has submitted to the jurisdiction of the courts of England and Wales; or
  2. Scots law, and the relevant Buyer has submitted to the jurisdiction of the courts of Scotland;
3. contains no prohibition against assignment of the relevant Debt or any Connected Right by the Carrier;
4. is not regulated by the Consumer Credit Act 1974 (as amended or replaced from time to time) or subordinate legislation; and
5. represents the entire agreement between the Carrier and the Buyer, and in particular, that the Carrier has not agreed to vary any provision of the Sale Contract or waive any obligation of the Buyer under the Sale Contract;

(g) the Debt is an undisputed, bona fide Debt;

(h) the Buyer has not or will not assert any right of set-off, deduction, abatement or counterclaim in respect of the Debt; and / or

(i) no supplier to the Carrier will retain title to any Goods which are the subject matter of the Debt.

16. Undertakings

16.1 In respect of each Debt, the Carrier will:

(d) inform Transport Exchange Group immediately if the Carrier:

1. is aware of:
  1. a dispute with the Buyer;
  2. any change in the Buyer's status, address or creditworthiness;
  3. the Buyer being entitled to set off against the Debt any sum owed by the Carrier to the Buyer;
  4. the Carrier or the Buyer becoming Insolvent or any event occurring which may result in the Carrier or Buyer becoming Insolvent;
  5. if it is proposing to take any steps to appoint an Administrator;
  6. the occurrence of any event which could constitute a Termination Event;
2. is concerned regarding the creditworthiness of the Buyer, or receives information which would reasonably give rise to concerns regarding the creditworthiness of the Buyer.

(g) ensure that it complies with the Privacy Policy and Transport Exchange Group Terms;

(h) pay to Transport Exchange Group on first written demand all sums due to it under these Terms and Conditions;

(j) notify Transport Exchange Group immediately upon:

1. any material change in the nature of the Carrier's business; or
2. any material adverse change to the financial condition of the Carrier.

16.2 In respect of each Debt, the Carrier will not, without prior written consent:

(a) create or purport to create any security over the Debt or assign the Debt to any other person;

(b) send any credit note to, or agree any Dilution with, the Buyer without prior written consent and in accordance with clause 13;

(e) disclose to any person any confidential information provided by Transport Exchange Group in respect of the Buyer or the collection of any Debt;

(f) contact, attempt to contact or make any arrangement with any person in relation to the Debt save for as required under these Terms and Conditions;

(g) procure the payment to itself or any other third party of any sum on account of the Debt;

(h) instruct Transport Exchange Group to close the Carrier's account on the Platform; or

(i) incorporate its business or form a partnership.

17. Termination

Each of the following is a Termination Event:

17.2 any representations, warranties or undertakings in these Terms and Conditions are untrue or incorrect in any material respect whenever made or repeated;

17.3 the Carrier breaches the Transport Exchange Group Terms;

17.4 the Carrier instructs Transport Exchange Group to close the Carrier's account on the Platform;

17.5 the Carrier notifies Transport Exchange Group that it does not wish to accept a proposed amendment to the TEG Terms;

17.6 Transport Exchange Group suspends or terminates the Carrier's account on the Platform for any reason;

17.7 the Carrier or any person providing a guarantee or security in respect of the Debt is Insolvent;

17.9 any waiver given to the Carrier or the Buyer by any third party in connection with any Debt is withdrawn;

17.10 the Carrier is Insolvent;

17.11 any procedure being used against the Carrier to attach or take possession of any of the assets of the Carrier or the Buyer;

18. Consequences of a Termination Event

18.2 The Carrier or the Buyer becoming Insolvent will not absolve the Carrier of any its obligations in respect of any debt or liability incurred prior to the occurrence of a Termination Event.

18.3 On or following a Termination Event which has not been expressly waived in writing, Transport Exchange Group may in its absolute discretion:

(a) issue a Repurchase Notice in respect of any Debt in accordance with clause 10;

(b) demand immediate payment of all Liabilities;

(c) modify the terms of these Terms and Conditions, including any fees and charges, at its direction and upon written notice to the Carrier; or

(d) deny the Carrier further access to Transport Exchange Group's invoice finance facilities.

19. Duration

19.1 Transport Exchange Group may terminate these Terms and Conditions upon written notice to the Carrier for any reason.

19.3 Such notice of termination shall take effect upon all Liabilities under these Terms and Conditions being discharged in full.

19.4 Clauses 15, 16, 20 and 21 shall continue in full force and effect after the termination of these Terms and Conditions.

20. Force majeure

21. Indemnity and set off

(a) any breach of warranty or undertaking in these Terms and Conditions;

(c) any steps necessary to perfect any interest of Transport Exchange Group in any Debt or otherwise under these Terms and Conditions;

(d) the costs of any legal action taken to enforce these Terms and Conditions, including any breach of these Terms and Conditions by the Carrier.

21.4 The Carrier shall not be permitted to set off any sums due from it to Transport Exchange Group against any sums payable to it by Transport Exchange Group.

22. Liability

22.1 The Carrier agrees and acknowledges that Transport Exchange Group is not liable to the Carrier for any loss, liability or damages the Carrier suffers under or in connection with:

(a)

1. 1. 1. these Terms and Conditions (including but not limited to, any Offer, Invoice or Debt)
    2. any default resulting directly or indirectly from any cause beyond Transport Exchange Group's control;
    3. loss of profits, loss of business, or any indirect, consequential, special or punitive losses;

(b) any act or omission of the provider of any e-money account;

22.3 To the extent permitted by law, all conditions or warranties implied on behalf of Transport Exchange Group by law, statute or otherwise are expressly excluded.

23. Variations and Waivers

23.2 Following service of such notice, the Carrier shall be deemed to have accepted any changes to these Terms and Conditions that the Carrier has been notified of in accordance with clause 23.1 by:

(a) accepting any Offer; or

(b) continued use of the Platform following the service of that notice,

and all such Offers (and subsequent Offers or Invoices) shall be deemed to be subject to the Terms and Conditions as amended.

24. Novation and Assignment

24.1 Transport Exchange Group may novate, assign or transfer any of its rights or obligations under these Terms and Conditions or in respect of any Debt at any time without the consent of the Carrier. The Carrier will enter into, at its own cost, any and all documentation required from it to give effect to such novation or assignment.

24.4 The Carrier may not assign any of its rights, or transfer any of its rights or obligations, under these Terms and Conditions.

25. Further Assurance

26. Notices

26.1 Any notice or other communication given to a Party under or in connection with these Terms and Conditions shall be in writing, in readable form and shall be:

(a) sent by email to the email address notified by the Carrier to Transport Exchange Group from time to time; or

(b) sent by email by the Carrier to Transport Exchange Group at legal@transportexchangegroup.com.

26.2 Any notice or communication shall be deemed to have been received if sent by email, at 9.00 am on the next Business Day after transmission.

27. Data Protection

27.1 The Carrier has provided Transport Exchange Group with information about it or other persons who are individuals, for the purposes of Transport Exchange Group's underwriting and credit risk assessment the exercise of Transport Exchange Group's rights under these Terms and Conditions and to prevent fraud or money laundering. The Carrier consents to Transport Exchange Group making checks and searches about these individuals with credit reference and fraud prevention agencies (including those outside of the European Economic Area) and the Carrier acknowledges that Transport Exchange Group may, in its sole discretion, stipulate that such checks and searches be conducted prior to the making of any Offer or the payment of the Advance Sum.

27.2 During the term of these Terms and Conditions, the Carrier consents to Transport Exchange Group making further checks and searches against it or other persons with the agencies referred to in clause 27.1. The Carrier accepts that this will include searches as to criminal offences, proceedings and convictions and that this information may be disclosed to those agencies or credit insurers.

27.3 The Carrier warrants and undertakes to Transport Exchange Group that, in relation to any living individual, including, but not limited to:

(a) a Buyer or a partner, shareholder, director or other officer (or, in the case of an partnership, a member) of a Buyer; and

(b) a person who has or may give a warranty, guarantee or indemnity in respect of the obligations of a Buyer under the relevant Sale Contract;

28. Money Laundering

29. Sanctions

The Carrier represents and warrants:

29.1 that:

(a) neither it, nor any of its employees or agents:

1. 1. is a Restricted Party or is engaging in or has engaged directly or indirectly in any transaction or conduct with a Restricted Party or that could result in it becoming a Restricted Party;
  2. is or ever has been subject to any claim, proceeding, formal notice or investigation with respect to Sanctions; or
  3. has engaged or is engaging, directly or indirectly, in any trade, business or other activities with or for the benefit of any countries or regions subject to Sanctions;