Terms and Conditions for Invoice Settlement and Invoice Factoring
General
1. These terms and conditions are supplemental to the general terms and conditions for use of the Transport Exchange Group (‘TEG’) Platforms. All terms defined in those Terms and Conditions shall have the same meanings when used in these Terms and Conditions. In the event of any conflict between these Terms and Conditions and the general terms and conditions for use TEG Platforms, the general terms and conditions shall prevail.
2. The Invoice Settlement and Factoring Services (together ‘the Payment Services’) are available to Members who issue and settle invoices (“you”) through the Platforms for Delivery Services supplied by, and provided to, other Members. These are detailed further below.
(i) Invoice Settlement (SmartPay):
This refers to the process of facilitating payment of outstanding invoices for services that have been provided by one Member to another, through the Platform. Invoice settlement requires confirming the accuracy of the invoice, ensuring that the services have been delivered, and facilitating the payment process. . TEG works with carefully selected partners to facilitate payment including Modulr, an FCA regulated platform. You can find their Terms & Conditions here.
(ii) Factoring Services:
Factoring is a financial transaction in which a Carrier sells its unpaid invoices to a third party (the "Factor"). TEG also provides invoice factoring services. The Factor provides funds to the Carrier in 60 minutes, at the end of the business day, 5 working days, or whatever other time period is pertinent to the offer being made and accepted, allowing the Carrier to access cash flow without waiting for Load Posters to pay their invoices. The Factor then takes responsibility for collecting outstanding payments due from Load Posters in return for a fee payable by the Carrier.
3. The financing for the Payment Services is provided by third parties selected by TEG from time to time and where these parties are used TEG’s role is limited to the provision of administrative services through the Platforms on behalf of Members and Factors. Where TEG provides the financing, it is because other parties are unable to do so. Factoring services are available to our Members through our Platform subject to clauses 17, 35 and 36 of these terms and conditions.
4. Subject to the general terms and conditions, by using the Payment Services, you agree that TEG’s liability to you in relation to any claim you may have against TEG regarding the Payment Services shall not exceed the value of the invoice or invoices to which the claim relates.
5. All Members utilising the Payment Services provided by TEG shall be bound by and must strictly comply with all policies relating to Payment Services.
6. By submitting your application for our Payment Services, you agree and acknowledge that TEG may share your Know Your Business (KYB), financial, and personal information with Factors and third parties when required by law or when necessary to provide the Payment Services. This may include, but is not limited to, financial institutions, credit bureaus, regulatory authorities, and business partners. Further information is available in our Privacy Policy.
7. Where TEG has provided you with invoice factoring services, you agree to our full Invoice Factoring Terms & Conditions found here. Invoice factoring is an optional service provided by TEG.
Terms of Invoice Settlement (SmartPay)
8. Load Posters must use the Invoice Settlement (aka SmartPay) service to make payments of invoices through the Platform,in accordance with the payment terms they have set in relation to the purchase of the relevant Delivery Services.
9. All the invoices must be settled using the SmartPay service. SmartPay will give payment transparency and enable TEG to support Members with their credit control in accordance with our policy. Any payment by the Load Poster to a Carrier where SmartPay is not used, is at the Carriers’s risk and TEG will not be able to offer any support for invoices that are raised or settled outside of SmartPay.
10. Use of SmartPay may be subject to a charge and payable by the Load Poster.
11. TEG expects Load Poster’s payment terms to range from cash on delivery to 45 days after the end of the month in which the invoice is sent. The applicable payment terms will be visible to both Load Poster and Carrier. The Load Poster shall ensure the amount of the Quote is correct in accordance with the Delivery Services to be provided by the Carrier. In the event, the Carrier receives an underpayment or an overpayment, whether from the Load Poster, TEG or a Factor (please see clause 21 below), the Load Poster shall remedy such error promptly. Any exceptions to this policy must be approved in writing by an authorised representative of TEG.
12. TEG will create an e-money account (referred to as the “Wallet”) for each Member upon completion of their Trustd profile. This account will be used to make payments or to receive payments, as applicable. To use the Payment Services, Members will be prompted to connect bank account details to their Trustd Profile.
13. Load Posters must deposit the exact total invoiced amount payable to their Wallet (disregarding any cashback funds received in accordance with clause 31 to execute a payment / multiple payments. TEG will subsequently provide a receipt to the Load Poster following payment. This receipt will be available within the Wallet section of the Platform. Failure to post the exact total invoiced amount will result in a non-payment. The Load Poster may incur an administrative fee to have their funds returned.
14. Once an invoice has been approved by a Load Poster, unless a complaint regarding a delivery is raised and upheld, invoices must be paid by the Load Poster in accordance with the payment terms. For the avoidance of doubt, a negative statement regarding delivery feedback is not deemed a complaint and therefore the relevant invoice will remain payable by the Load Poster.
15. If a load needs to be cancelled, the Load Poster must cancel the load on the platform first before informing the Carrier of such cancellation. Any disputes or queries the Load Poster may have, must be raised on the platform as soon as possible but no later than 24 hours after the issue could have reasonably become known. Failure to cancel the load on the Platform or to raise a dispute or query within 24 hours will result in the Load Poster being liable for any loss suffered by TEG, the Factor, or another relevant Member, due to this late cancellation.
16. If a query is raised by the Load Poster, the Carrier must respond within five (5) days of the query being raised to ensure efficient resolution of concerns.
Terms of Factoring Services
17. Subject to these terms, a Carrier may sell to a Factor the right to receive payment invoiced for such Delivery Services (a ‘Debt’) after the following steps have taken place on the Platform (the “Criteria”):
(i) The Carrier must not be subscribed to the courier exchange Platform;
(ii) The Load Poster provides a valid order to the Carrier;
(iii) The Carrier issues a POD; and
(iv) The Carrier issues an invoice.
18. The Invoice Factoring service is based on Load Posters who TEG, or the Factor, has determined at their discretion of making good on invoices issued to them by Carriers (referred to as an "Eligible Load Poster").
19. In line with the purpose described in clause 9 and as an ongoing condition of using TEG’s Platform, a Carrier must always inform TEG of all Factors it has agreements with while making use of the Platform. Failure to inform TEG may result in suspension or revocation of the Carrier’s access to the Platform.
20. TEG shall conduct verification checks on the Carrier’s activities (past and present) and shall notify the Carrier of any discrepancy between invoices issued and payments received by the Carrier. In the event of any discrepancy (including incorrect payments), TEG shall issue a notice to the Carrier to take corrective action (including to remedy TEG, or the Factor, for any incorrect payments received by the Carrier) by the date specified in such notice.
21. TEG shall conduct verification checks on the Load Poster’s activities (past and present) and shall notify the Load Poster of any discrepancy between invoices raised against the Load Poster by the Carrier, based on the costs agreed between both parties for the Delivery Services, and the correct cost for that relevant Delivery Service. In the event of any discrepancy (including incorrect costs agreed between the Carrier and Load Poster), TEG shall issue a notice to the Load Poster to take corrective action (including to remedy TEG, the Carrier or the Factor, for any incorrect payments received by the Carrier) by the date specified in such notice. The purpose of this clause is to resolve any payment issue, including where TEG, or the Factor, have factored the Carrier’s invoice based on an incorrect cost for the Delivery Service agreed between the Load Poster and the Carrier.
22. The Load Poster agrees that the Carrier may assign the Load Poster’s Debt to the Factor under these terms.
23. Upon commencement of a transaction by a Carrier with an Eligible Load Poster, TEG may on behalf of the Factor provide the Carrier with an offer (‘Offer’) for an amount in advance should they wish to be paid as soon as the Criteria have been fulfilled (the ‘Advance Sum’). This will be below the total amount owed by the Load Poster to the Carrier and the margin will be the fee for the Factoring Service. If the Offer is accepted by the Carrier, the Advance Sum will be in full and final settlement of the Debt. The Debt will thereupon be assigned to and purchased by the Factor in accordance with clause 23 below.
24. Each Offer is valid for an unspecified period of time (‘Validity Period’). The Validity Period may be less than 30 minutes, or more than 60 minutes, but this is not a set time period.
25. 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 neither TEG nor the Factor shall have any further obligation nor liability to the Carrier in respect of the Debt to which the Offer relates. The Carrier agrees that any Offer is conditional upon:
(i) Acceptance by the Load Poster of the relevant Invoice in accordance with these terms.
(ii) the Factor’s determination, in its sole discretion, that the Load Poster and relevant Debt have met the Factor’s credit eligibility requirements; and
(iii) both the Load Poster and the Carrier’s continued presence on the relevant Platform.
26. Should the Factor determine that these requirements have not been met, the Factor may withdraw any Offer prior to payment of the Advance Sum with no further obligation or liability to the Carrier in respect of the Debt to which the Offer relates. Upon the Factor’s withdrawal of an Offer for any reason, the Debt and any legal rights and remedies connected to the Debt to which the Offer relates will be automatically re-assigned to the Carrier.
27. Once in receipt of an Advance Sum in respect of an Invoice, the Carrier assigns to the Factor 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 legal rights and remedies in respect of that Debt and the Carrier will not:
(i) attempt to collect the Debt.
(ii) issue any credit note in relation to the Debt; or
(iii) assign to any other party or create any charge over the Debt.
28. Ownership of the Debt together with all rights ancillary to that Debt shall pass to the Factor on payment by the Factor of the Advance Sum.
29. If, for any reason, title to or the benefit of the Debt and/or all connected legal rights and remedies in respect of that Debt to which that invoice relates fails to vest in the Factor absolutely and effectively, the Carrier will hold on trust for the Factor absolutely, separate from its own monies:
(i) the Debt and/or connected rights and remedies and all proceeds of them; and
(ii) any VAT bad debt relief (or similar relief) obtained by the Carrier in respect of such Debt.
30. On receipt by the Load Poster of an invoice from the Factor containing a notice of assignment by the Carrier to the Factor, the Load Poster agrees to pay the relevant invoice in full to the Factor specified in accordance with the payment parameters set out in the TEG payment terms policy. Any prior payment by the Load Poster to the Carrier where SmartPay was not used will not discharge the Load Poster’s liability to the Factor to make payment of the relevant invoice that relates to the Delivery Service provided by the Carrier.
31. Payment of the full invoice amount by the Load Poster to the Factor shall be in full and final settlement of the Load Poster’s payment obligations in respect of the assigned invoice.
32. The Carrier agrees to use, comply with, or engage in any dispute, collection or enforcement process as reasonably required or directed by the Factor (or its authorised agents which may include TEG), and upon Factor’s request to provide all further information reasonably required by the Factor (or its authorised agents) in connection with the collection or enforcement of the Debt.
33. Should the Load Poster pay an invoice before the payment is due, they will receive 1% cashback on the invoice. To qualify for this, the invoice must be approved within 5-days of receipt and payment must be executed, via SmartPay, before 16:00 the day before payment is due. The cashback amount will be paid into the Load Poster’s Wallet 90 days later and can be withdrawn on to their linked bank account but is not regarded as a balance for making invoice payments on the TEG platform.
Collection Services for TEG’s Factor Partners (see clause 36)
34. Where the Carrier factors with a Factor described in clause 36, TEG shall make payment to the Factor from the Seller’s Wallet. TEG shall provide a statement to the Seller detailing the service rendered.
General
35. For any Carrier that is subscribed to the courier exchange Platform and factors their invoices with a Factor, they will not be able to:
(i) raise any invoices or PODs on the Platform; and
(ii) receive any notifications from Load Posters, unless the relevant Load Poster has opted out.
In the alternative, the Carrier may contact TEG to seek invoice factoring services from TEG.
36. For any Carrier, that is a subscribed to the haulage exchange Platform and factors their invoices with a Factor, they will not be able to:
(i) raise any invoices on the Platform upon renewing their subscription; and
(i) receive any notifications from Load Posters, unless the relevant Load Poster has opted out.
In the alternative, this Carrier can seek invoice factoring services from TEG or a Factor who TEG has partnered with which are Liquid Link and Sallyport Commercial Finance.
37. In respect of each invoice the Carrier and the Load Poster agree that the Load Poster and the Factor will be entitled to enforce their respective rights under these terms in accordance with the Contracts (Rights of Third parties) Act 1999.
38. These terms and conditions may be varied without the permission of the Factor, or any Member entitled to enforce them even if that takes away a right which the Factor or any Member would otherwise have.
Modification of Terms: These terms and conditions may be amended without requiring permission from the Factor or any Member entitled to enforce them, even if such changes affect a right that the Factor or any Member would otherwise possess. Members will be notified of updates to these terms and conditions via the Platform(s) or by email, from time to time.