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 party 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. The fee for this is payable by the Load Poster. 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"). 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.
4. 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. You agree to the transaction costs of the Payment Services which are detailed here
8. 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)
9. Load Posters may elect to use the Invoice Settlement service to make payments through the Platform in settlement of outstanding and approved invoices in accordance with the payment terms they have set in relation to the purchase of the relevant Delivery Services. Invoice Settlement services will be subject to a charge by TEG payable by the Load Poster. Invoice Settlement will give payment transparency and enable TEG to support members with their credit control in accordance with our policy. TEG will not be able to offer any support for invoices that are raised or settled outside of Invoice Settlement.
10. TEG expects Load Poster’s payment terms to range from 14 days from invoice date 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. Any exceptions to this policy must be approved in writing by an authorised representative of TEG.
11. Members may terminate their use of the Invoice Settlement Service at any time by email to TEG effective from the start of the following calendar month.
12. TEG will create a TEG Account 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 TEG Account (disregarding any cashback funds received in accordance with clause 30) 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 Finance Manager section of the Platform. Failure to post the exact total invoiced amount will result in a non-payment. The Load Poster will incur an administrative fee to have their funds returned.
14. Invoices submitted by Carriers will be matched to proof of delivery (“POD”) they have submitted on the Platform. Once approved, unless challenged in advance, invoices must be paid by the Load Poster in accordance with the payment terms.
15. Invoices that do not match the total order value due to additional expenses incurred or otherwise must be approved by the Load Poster to be Accepted.
16. If the load is cancelled, the Load Poster must cancel the load on the platform within 30 minutes from its time of posting. 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 within 30 minutes or to raise a dispute or query within 24 hours will result in the Load Poster being liable for the payment.
17. 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
18. 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 Load Poster provides a valid order to the Carrier.
(ii) The Carrier issues a POD.
(iii) The Carrier issues an invoice.
19. The Invoice Factoring service is exclusively offered to invoices issued to Load Posters whose credit eligibility has been approved at the discretion of TEG or the Factor (referred to as an "Eligible Load Poster").
20. TEG shall conduct audits on the Carrier’s activities and shall notify the Carrier of any discrepancy between invoices issued and payments received by the Carrier. In the event of any overpayments, TEG shall issue a notice to the Carrier of such overpayment and the Carrier shall pay the stated amount by the date specified in the notice.
21. The Load Poster agrees that the Carrier may assign the Load Poster’s Debt to the Factor under these terms.
22. 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 22 below.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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.
30. 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.
31. 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.
32. Should the Load Poster pay a factored invoice before the payment is due, they will receive 1% cashback on the factored invoice. To qualify for this, the invoice must be approved within 5-days of receipt and payment must be executed before 16:00 the day before payment is due. The cashback amount will be paid into the Load Poster’s TEG Account 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.
33. 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.
34. 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.