Clear Factor Limited Terms and Conditions – Transport Exchange Group

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

BACKGROUND

[CLEAR FACTOR LIMITED] (a company incorporated and registered in England and Wales with company number) ([CLEAR FACTOR LIMITED]) is a provider of invoice finance.

You (the Seller) wish to submit invoices via the Transport Exchange Group platform (Platform). [CLEAR FACTOR LIMITED] is an 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 Seller and [CLEAR FACTOR LIMITED], and together constitute the agreement between the Seller and [CLEAR FACTOR LIMITED].

The Parties agree as follows:

Interpretation
1. Definitions

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

Construction
1. Unless a contrary indication appears, a reference in these Terms and Conditions to:
  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 Seller 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.
2. Clause headings are for ease of reference only.
Third Party Rights
1. 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.
2. 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.
Eligibility
[CLEAR FACTOR LIMITED] shall, in its sole discretion, be entitled to determine whether:
1. the Seller is eligible to access [CLEAR FACTOR LIMITED]'s invoice finance facilities; and
2. an Invoice is suitable for invoice finance.
[CLEAR FACTOR LIMITED] is under no obligation to present an Offer to the Seller in respect of any Invoice.
Information
The Seller acknowledges that [CLEAR FACTOR LIMITED] is entitled to use, and rely on, all information supplied by TEG to [CLEAR FACTOR LIMITED] (including but not limited to information regarding the Seller, any Invoice and any Debt) for any purpose connected with this Agreement.
Offer
After the Seller has uploaded a POD to the Platform, the Seller may be presented with an Offer in respect of the Debt to which that POD relates.
Each Offer is valid for the Validity Period.
The Seller may choose to accept or decline an Offer within the Validity Period. The Seller's decision to accept or decline an Offer is irrevocable. Should the Seller decline, or fail to either accept or decline, an Offer within the Validity Period, that Offer shall automatically lapse and [CLEAR FACTOR LIMITED] shall have no further obligation or liability to the Seller in respect of the Debt to which the Offer relates.
The Parties agree that any Offer is conditional upon Verification of the relevant Invoice within the Validity Period and [CLEAR FACTOR LIMITED]'s determination, in its sole discretion, that the Buyer and relevant Debt have met [CLEAR FACTOR LIMITED]'s credit eligibility requirements. Should [CLEAR FACTOR LIMITED] determine that these requirements have not been met (for any reason), [CLEAR FACTOR LIMITED] may withdraw any Offer prior to making payment of the Advance Sum with no further obligation or liability to the Seller.
Assignment
Upon accepting an Offer in respect of an Invoice that is not a Scottish Invoice, the Seller assigns to [CLEAR FACTOR LIMITED] absolutely and with full title guarantee all of the Seller'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.
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 [CLEAR FACTOR LIMITED] absolutely and effectively, the Seller will hold on trust for [CLEAR FACTOR LIMITED] 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.
The Seller will hold on trust for [CLEAR FACTOR LIMITED] any VAT bad debt relief (or similar relief) obtained by the Seller in respect of any Debt which has been assigned or transferred (or purportedly assigned or transferred) to [CLEAR FACTOR LIMITED] or is otherwise to be held on trust for [CLEAR FACTOR LIMITED].
Assignation
Upon accepting an Offer in respect of a Scottish Invoice, the Seller assigns to [CLEAR FACTOR LIMITED] absolutely and with absolute warrandice all of the Seller'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.
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 [CLEAR FACTOR LIMITED] absolutely and effectively, the Seller will hold on trust for [CLEAR FACTOR LIMITED] 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.
If the Seller assigns a Scottish Debt to [CLEAR FACTOR LIMITED] pursuant to clause 6.1, the Seller is constituted as trustee for [CLEAR FACTOR LIMITED] to hold such Scottish Debt in trust for [CLEAR FACTOR LIMITED] until:
1. [CLEAR FACTOR LIMITED] receives payment in full for the Scottish Debt or [CLEAR FACTOR LIMITED] completes its title to the Scottish Debt; or
2. [CLEAR FACTOR LIMITED] receives payment of other money or property relating to the Scottish Debt or completes title to that property.
[CLEAR FACTOR LIMITED] acknowledges intimation of the creation of the trust described above. If requested by [CLEAR FACTOR LIMITED], the Seller 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 [CLEAR FACTOR LIMITED].
The Seller will hold on trust for [CLEAR FACTOR LIMITED] any VAT bad debt relief (or similar relief) obtained by the Seller in respect of any Debt which has been assigned or transferred (or purportedly assigned or transferred) to [CLEAR FACTOR LIMITED] or is otherwise to be held on trust for [CLEAR FACTOR LIMITED].
Automatic re-assignment
Upon [CLEAR FACTOR LIMITED]'s withdrawal of an Offer, the Debt (and any Connected Rights) to which the Offer relates will be automatically re-assigned to the Seller.
Perfection of assignment or assignation
The Seller must, immediately upon any request by [CLEAR FACTOR LIMITED] (or TEG on [CLEAR FACTOR LIMITED]'s behalf) take all such action as may be necessary or as may reasonably be requested by [CLEAR FACTOR LIMITED] 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.
Payments
By accepting these Terms and Conditions you agree that all payments from [CLEAR FACTOR LIMITED] to the Seller will be made by way of credit to an e-money account opened by TEG in the name of the Seller (if applicable) (via a transfer method known as TEG's payment rails) and upon making a payment to any such account, [CLEAR FACTOR LIMITED] shall have no further liability to the Seller in respect of the amount of such payment.
Unless expressly provided otherwise in these Terms and Conditions, all payments from the Seller to [CLEAR FACTOR LIMITED] shall be made by way of credit to the [CLEAR FACTOR LIMITED] Account (via a transfer method known as TEG's payment rails).
Repurchase of Ineligible Debts
[CLEAR FACTOR LIMITED] may, but is not obligated to, require the Seller to repurchase immediately any Ineligible Debt by serving on the Seller a Repurchase Notice.
The following are Ineligible Debts:
1. a Debt which [CLEAR FACTOR LIMITED] in its absolute discretion deems to be ineligible by reason of the occurrence of a Termination Event; or
2. a Debt in respect of which any representation or warranty made by Seller under clause 15.2 is or proves to be incorrect or misleading.
Any Repurchase Notice will set out in reasonable detail the description of the Debt to be reassigned and the Repurchase Price.
The Seller shall pay the Repurchase Price to [CLEAR FACTOR LIMITED] within 2 working days of its receipt of the relevant Repurchase Notice.
Until all monies payable by the Seller under the relevant Repurchase Notice have been paid to [CLEAR FACTOR LIMITED], the Debt to which such notice relates and any Connected Rights will remain vested in [CLEAR FACTOR LIMITED].
[CLEAR FACTOR LIMITED] will, upon receiving payment of the Repurchase Price and any other properly incurred expenses from the Seller, re-assign the relevant Debt and any Connected Rights to the Seller, and may give or require the Seller to give an accompanying Notice of Assignment or Intimation of Assignation to each relevant Buyer to that effect.
Upon payment of the Repurchase Price to [CLEAR FACTOR LIMITED], [CLEAR FACTOR LIMITED] shall have no further liability to the Seller in respect of the relevant Debt.
After the ownership of any Debt has re-vested in the Seller under paragraph 10.6 above, [CLEAR FACTOR LIMITED] will, subject to the terms of these Terms and Conditions, credit to the relevant account all sums subsequently received or recovered by [CLEAR FACTOR LIMITED] in relation to that Debt in accordance with the provisions of these Terms and Conditions.
Payments to the Seller
In respect of an Invoice and the relevant Debt, and subject always to clause 13, once an Invoice has been Verified to [CLEAR FACTOR LIMITED]'s satisfaction [CLEAR FACTOR LIMITED] shall, as soon as reasonably practicable, pay to the Seller the Advance Sum, less the Administration Fee.
[CLEAR FACTOR LIMITED] may pay TEG and/or the relevant Buyer a commission from the Administration Fee received by [CLEAR FACTOR LIMITED] in respect of any Invoice.
Collection of the Debt

In respect of each Debt:

As the purchaser of the Debt, [CLEAR FACTOR LIMITED] (or TEG on its behalf) will have the sole right (but is not obliged to) collect and enforce payment of the Debt.
The Seller has no authority to act as or hold itself out as the authorised collection agent of [CLEAR FACTOR LIMITED] in respect of the Debt, other than as set out in this clause 12.
The Seller will retain copies of all cheques and Remittance advices received from the Buyer in respect of the Debt and make these available on request.
All Remittances paid to [CLEAR FACTOR LIMITED] (or TEG on its behalf) are the property of [CLEAR FACTOR LIMITED].
The Seller shall use best endeavours to procure that the Buyer pays any Remittance into the [CLEAR FACTOR LIMITED] Account. The Seller 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).
Immediately upon the Seller's receipt of a Remittance, the Seller must pay the Remittance to [CLEAR FACTOR LIMITED] by paying that Remittance into the [CLEAR FACTOR LIMITED] Account. At all times prior to its payment of such a Remittance to [CLEAR FACTOR LIMITED], the Seller will hold it on trust for [CLEAR FACTOR LIMITED].
[CLEAR FACTOR LIMITED] may in its absolute discretion outsource the collection or enforcement of the Debt to TEG or any third party for any such period as [CLEAR FACTOR LIMITED] sees fit.
The Seller 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.
[CLEAR FACTOR LIMITED] may in its absolute discretion accept in good faith Remittances made by way of credit or debit card payment. If for any reason [CLEAR FACTOR LIMITED] is required to return any such Remittance, or such Remittance is debited against the relevant account the Seller will pay to [CLEAR FACTOR LIMITED] an amount equal to the sum returned or debited together with any fees or charges incurred by [CLEAR FACTOR LIMITED] (such payment to be made either by way of payment to the [CLEAR FACTOR LIMITED] Account or by way of set off against any sums payable by [CLEAR FACTOR LIMITED] to the Seller).
The Seller indemnifies, and shall hold indemnified, [CLEAR FACTOR LIMITED] against any and all costs, fees and expenses of collection or enforcement of the Debt incurred by [CLEAR FACTOR LIMITED] or its agents in connection with the collection or enforcement of the Debt.
Credit Notes
The Seller shall not agree any Dilution with any Buyer in respect of any Debt without prior written consent.
The Seller 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.
Upon agreeing a Dilution, the Seller shall immediately pay to [CLEAR FACTOR LIMITED] an amount equal to the amount of that Dilution.
[CLEAR FACTOR LIMITED] will not be liable to the Seller for any discount, allowance or commission wrongly claimed or deducted by a Buyer in respect of any Debt.
Disputes
In the event that a Buyer notifies the Seller of a dispute in respect of a Debt or the Seller is otherwise aware of dispute or possible dispute in respect of a Debt, the Seller will immediately notify TEG (on [CLEAR FACTOR LIMITED]'s behalf) and use its best endeavours to resolve any dispute as directed by TEG (on [CLEAR FACTOR LIMITED]'s behalf). The Seller will at all times continue to perform its obligations to that Buyer under the relevant Sale Contract.
The Seller authorises [CLEAR FACTOR LIMITED] (or TEG on its behalf) at the Seller's expense to resolve any dispute in respect of a Debt not resolved by the Seller and agrees to be bound by anything done by [CLEAR FACTOR LIMITED] (or TEG on its behalf).
Warranties

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

General
1. the Seller is duly incorporated and validly existing under the law of its jurisdiction of incorporation;
2. the Seller's electronic acceptance of these Terms and Conditions is effective as if signed under hand by the Seller and evidences the Seller's express intention to be bound by these Terms and Conditions;
3. the Seller has disclosed to TEG and / or [CLEAR FACTOR LIMITED] all material facts that might influence [CLEAR FACTOR LIMITED]'s decision to purchase the Debt or permit the Seller's access to [CLEAR FACTOR LIMITED]'s invoice finance facilities;
4. all written and other information supplied to TEG and / or [CLEAR FACTOR LIMITED] about the Seller, its business, assets and financial condition is true and accurate;
5. the Seller 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;
6. the Seller has obtained and complied with all licenses, permissions, permits or other authorisations that are required to be obtained by the Seller in order to perform the Seller's obligations under these Terms and Conditions;
7. the Seller's entry into and performance of, and the transactions contemplated by, these Terms and Conditions do not and will not conflict with:
  1. any Applicable Law;
  2. its constitutional documents; or
  3. any agreement or instrument binding upon the Seller or any of the Seller's assets;
8. the Seller is not Insolvent, and no director or partner of the Seller is Insolvent; and / or
9. the Seller 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 Seller 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.
The Debt

In respect of each Debt:

the Seller was authorised to enter into the relevant Sale Contract;
immediately prior to the assignment of the Debt to [CLEAR FACTOR LIMITED], the Seller:
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;
the Debt is due and payable;
the Debt is not owed by a Buyer acting in the capacity of a private individual;
all written and other information supplied to TEG and / or [CLEAR FACTOR LIMITED] regarding the Debt, including without limitation information required to facilitate the production of an Invoice by TEG and any Associated Information, is true, accurate, complete and up to date;
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 Seller 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 Seller;
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 Seller and the Buyer, and in particular, that the Seller has not agreed to vary any provision of the Sale Contract or waive any obligation of the Buyer under the Sale Contract;
the Debt is an undisputed, bona fide Debt;
the Buyer has not or will not assert any right of set-off, deduction, abatement or counterclaim in respect of the Debt; and / or
no supplier to the Seller will retain title to any Goods which are the subject matter of the Debt.
Undertakings
In respect of each Debt, the Seller will:
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 Seller is complete and accurate and to promptly notify TEG (on [CLEAR FACTOR LIMITED]'s behalf) if it ceases to be complete and accurate;
comply, at its own cost, with any request intended to preserve [CLEAR FACTOR LIMITED]'s interest in any Debt or its Connected Rights and/or mitigate any Liabilities owed to [CLEAR FACTOR LIMITED], including executing any other documents;
upon request, provide evidence of the performance of the Sale Contract and give any employee or agent of [CLEAR FACTOR LIMITED] access to any business premises of the Seller to inspect any Goods, the original Sale Contract and to review and copy any other relevant records;
inform TEG (on [CLEAR FACTOR LIMITED]'s behalf) immediately if the Seller:
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 Seller to the Buyer;
  4. the Seller or the Buyer becoming Insolvent or any event occurring which may result in the Seller 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.
comply with any terms required of it under the Seller's credit insurance policy or as may be demanded by the relevant insurers from time to time. As at the Effective Date, [CLEAR FACTOR LIMITED] has no requirements for the Seller in relation to any credit insurance policy. Unless otherwise agreed, [CLEAR FACTOR LIMITED] does not require the Seller to obtain such a policy nor to adhere to the terms of any such policy. In the event that [CLEAR FACTOR LIMITED] procures a credit insurance policy, TEG (on [CLEAR FACTOR LIMITED]'s behalf) shall as soon as reasonably practicable notify the Seller of any requirements specified thereby;
ensure that it complies with the Data Privacy Laws or any amendment or re-enactment of this legislation when transferring information to [CLEAR FACTOR LIMITED] and all other legislation or regulatory requirements in relation to the Seller's business and assets;
ensure that it complies with the Privacy Policy and TEG Terms;
pay to [CLEAR FACTOR LIMITED] on first written demand all sums due to it under these Terms and Conditions;
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
notify TEG (on [CLEAR FACTOR LIMITED]'s behalf) immediately upon:
1. any individual or body corporate becoming a shareholder in, or director of, the Seller; or
2. any material change in the nature of the Seller's business; or
3. any material adverse change to the financial condition of the Seller.
In respect of each Debt, the Seller will not, without prior written consent:
create or purport to create any security over the Debt or assign the Debt to any other person;
send any credit note to, or agree any Dilution with, the Buyer without prior written consent and in accordance with clause 13;
cancel or vary the Sale Contract or change the payment terms with the Buyer without prior written consent;
pay to [CLEAR FACTOR LIMITED] any Debt from its own monies (except to pay to [CLEAR FACTOR LIMITED] a Remittance which has been paid direct to the Seller by the Buyer) without prior written consent;
disclose to any person any confidential information provided by [CLEAR FACTOR LIMITED] in respect of the Buyer or the collection of any Debt;
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;
procure the payment to itself or any other third party of any sum on account of the Debt;
instruct TEG to close the Seller's account on the Platform.
Termination

Each of the following is a Termination Event:

any amount (including but not limited to any Repurchase Price) due under these Terms and Conditions (including fees and expenses) due from the Seller to [CLEAR FACTOR LIMITED] is not paid when due and remain unpaid for 5 days;
any representations, warranties or undertakings in these Terms and Conditions are untrue or incorrect in any material respect whenever made or repeated;
the Seller breaches the TEG Terms;
the Seller instructs TEG to close the Seller's account on the Platform;
the Seller notifies TEG that it does not wish to accept a proposed amendment to the TEG Terms;
[CLEAR FACTOR LIMITED] is notified that TEG has suspended or terminated the Seller's account on the Platform for any reason;
the Seller or any person providing a guarantee or security in respect of the Debt is Insolvent;
the commission by the Seller or the Buyer of any offence of money laundering or any transaction giving [CLEAR FACTOR LIMITED] grounds to suspect that the Seller or the Buyer are engaged in money laundering or other illegal activity;
any waiver given to the Seller or the Buyer by any third party in connection with any Debt is withdrawn;
the Seller is Insolvent or dissolved;
any procedure being used against the Seller to attach or take possession of any of the assets of the Seller or the Buyer;
there is a material adverse change, in the opinion of [CLEAR FACTOR LIMITED], in the financial condition of the Seller, the nature of the Seller's business or any other circumstances occur which cause [CLEAR FACTOR LIMITED] to believe that the Seller's obligations to [CLEAR FACTOR LIMITED] under these Terms and Conditions will not be met.
Consequences of a Termination Event
The occurrence or continuation of a Termination Event will not affect the obligations of the Seller or the rights of [CLEAR FACTOR LIMITED] in respect of the Debt, any rights of set off or any fees or expenses payable to [CLEAR FACTOR LIMITED] in respect of the Debt or otherwise howsoever arising under these Terms and Conditions.
The Seller or the Buyer becoming Insolvent will not absolve the Seller of any its obligations in respect of any debt or liability incurred prior to the occurrence of a Termination Event.
On or following a Termination Event which has not been expressly waived in writing, [CLEAR FACTOR LIMITED] may in its absolute discretion:
1. issue a Repurchase Notice in respect of any Debt in accordance with clause 10;
2. demand immediate payment of all Liabilities;
3. modify the terms of these Terms and Conditions, including any fees and charges, at its direction and upon written notice to the Seller; or
4. deny the Seller further access to [CLEAR FACTOR LIMITED]'s invoice finance facilities.
Duration
[CLEAR FACTOR LIMITED] may terminate these Terms and Conditions upon written notice to the Seller for any reason.
Subject to clause 19.4, these Terms and Conditions shall continue to be binding on the Parties until [CLEAR FACTOR LIMITED] gives written notice of the termination of these Terms and Conditions to the Seller.
Such notice of termination shall take effect upon all Liabilities under these Terms and Conditions being discharged in full.
Clauses 15, 16, 20 and 21 shall continue in full force and effect after the termination of these Terms and Conditions.
Force majeure

[CLEAR FACTOR LIMITED] 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 [CLEAR FACTOR LIMITED]'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.

Indemnity and set off
1. The Seller indemnifies, and shall hold indemnified, [CLEAR FACTOR LIMITED] 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 [CLEAR FACTOR LIMITED]'s rights under these Terms and Conditions.
2. Without prejudice to clause 21.1 above, the Seller further unconditionally and irrevocably indemnifies [CLEAR FACTOR LIMITED] against all costs, fees and expenses (including administrative costs and professional fees) it may incur in connection with:
  1. any breach of warranty or undertaking in these Terms and Conditions;
  2. acting on any instructions, howsoever given, which in [CLEAR FACTOR LIMITED]'s reasonable opinion appear to have come from the Seller or any claim made against [CLEAR FACTOR LIMITED] by the Seller or any Buyer;
  3. any steps necessary to perfect any interest of [CLEAR FACTOR LIMITED] in any Debt or otherwise under these Terms and Conditions;
  4. the costs of any legal action taken to enforce these Terms and Conditions, including any breach of these Terms and Conditions by the Seller.
3. [CLEAR FACTOR LIMITED] may at any time set off any monies due from the Seller to [CLEAR FACTOR LIMITED], whether under these Terms and Conditions or otherwise, against any sums due to the Seller by [CLEAR FACTOR LIMITED].
4. The Seller shall not be permitted to set off any sums due from it to [CLEAR FACTOR LIMITED] against any sums payable to it by [CLEAR FACTOR LIMITED].
5. All payments to [CLEAR FACTOR LIMITED] made by the Seller 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 Seller will increase the payment or make a separate payment so that [CLEAR FACTOR LIMITED] receives the full amount due to it under these Terms and Conditions before the deduction was made.
Liability
1. The Seller agrees and acknowledges that [CLEAR FACTOR LIMITED] is not liable to the Seller for any loss, liability or damages the Seller suffers under or in connection with:
  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 [CLEAR FACTOR LIMITED]'s control;
    3. loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
  2. any act or omission of the provider of any e-money account;
  3. any act or omission of TEG; or
  4. any act or omission of [CLEAR FACTOR LIMITED] (including but not limited to failure to make a payment) which [CLEAR FACTOR LIMITED] 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 Seller and the provider of any e-money account.
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.
3. To the extent permitted by law, all conditions or warranties implied on behalf of [CLEAR FACTOR LIMITED] by law, statute or otherwise are expressly excluded.
Variations and Waivers
1. In addition to any other rights under these Terms and Conditions, [CLEAR FACTOR LIMITED] may change any term of these Terms and Conditions by giving not less than 30 days’ prior written notice of such change.
2. Following service of such notice, the Seller shall be deemed to have accepted any changes to these Terms and Conditions that the Seller has been notified of in accordance with clause 23.1 by:
  1. accepting any Offer; or
  2. 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.

If the Seller does not agree with the proposed changes to the Terms and Conditions, the Seller must notify TEG (on [CLEAR FACTOR LIMITED]'s behalf) within the 30 day notice period and these Terms and Conditions will be terminated. If the Seller does not provide notice to the contrary within the 30 day notice period, the Seller will be deemed to have accepted the change and (subject to clause 23.2) the change will apply to the Seller when it comes into force.
If any part of these Terms and Conditions are inconsistent with any legal requirements, then [CLEAR FACTOR LIMITED] will not rely on that part but will treat it as if it did reflect the relevant legal requirement. If [CLEAR FACTOR LIMITED] needs to make operational changes in order to comply with any regulatory requirement, [CLEAR FACTOR LIMITED] will make those changes as soon as reasonably practicable.
The rights of [CLEAR FACTOR LIMITED] 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 [CLEAR FACTOR LIMITED] shall constitute a waiver of such right or obligation or any other in future. Any delay or failure by [CLEAR FACTOR LIMITED] 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 Seller.
Novation and Assignment
[CLEAR FACTOR LIMITED] 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 Seller. The Seller will enter into, at its own cost, any and all documentation required from it to give effect to such novation or assignment.
Immediately upon any assignment of [CLEAR FACTOR LIMITED]'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 Seller under clauses 15 and 16 shall be given for the benefit of the assignee.
[CLEAR FACTOR LIMITED] may disclose to any actual or proposed assignee or transferee any information in its possession that relates to the Seller, any Buyer, or any Debt that [CLEAR FACTOR LIMITED] considers appropriate.
The Seller may not assign any of its rights, or transfer any of its rights or obligations, under these Terms and Conditions.
Further Assurance

The Seller 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.

Notices
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:
  1. sent by email to the email address notified by the Seller to TEG (on [CLEAR FACTOR LIMITED]'s behalf) from time to time; or
  2. sent by email by the Seller to [CLEAR FACTOR LIMITED] at support@clearfactor.io or such other email address as TEG (on [CLEAR FACTOR LIMITED]'s behalf) may notify the Seller of from time to time.
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.
Data Protection
1. The Seller has provided [CLEAR FACTOR LIMITED] with information about its Associates or other persons who are individuals, for the purposes of [CLEAR FACTOR LIMITED]'s underwriting and credit risk assessment the exercise of [CLEAR FACTOR LIMITED]'s rights under these Terms and Conditions and to prevent fraud or money laundering. The Seller consents to [CLEAR FACTOR LIMITED] making checks and searches about these individuals with credit reference and fraud prevention agencies (including those outside of the European Economic Area).
2. During the term of these Terms and Conditions, the Seller consents to [CLEAR FACTOR LIMITED] making further checks and searches against its Associates or other persons with the agencies referred to in clause 27.1. The Seller 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.
3. The Seller warrants and undertakes to [CLEAR FACTOR LIMITED] that, in relation to any living individual, including, but not limited to:
  1. an Associate;
  2. a Buyer or a partner, shareholder, director or other officer (or, in the case of an partnership, a member) of a Buyer, the Seller or an Associate of the Seller; and
  3. 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 Seller 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 [CLEAR FACTOR LIMITED] may process personal data, and the Seller 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.

Money Laundering

In consequence of the provisions of the Proceeds of Crime Act 2002 (PCA) the Seller warrants that it has in place procedures and controls which are designed to forestall and prevent money laundering. In accordance with the Seller's responsibilities under the PCA, if the Seller 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 Seller shall disclose that suspicion to the National Crime Agency or other relevant authority without notice.

Sanctions

The Seller represents and warrants:

that:
1. neither it, nor any of its directors, officers, employees or agents:
  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;
2. it is in compliance with all Sanctions and anti-corruption laws applicable to it or them; and
3. it will institute and maintain policies and procedures designated to promote and achieve compliance with any anti-corruption laws and Sanctions applicable to it;
it will not use, lend, contribute or otherwise make available any part of any Advance Sum or other sum paid by [CLEAR FACTOR LIMITED] to the Seller directly or indirectly:
1. for the purpose of financing any trade, business or other activities involving, or for the benefit of, any Restricted Party;
2. engage in any transaction, activity or conduct that violates any Sanctions or breach any anti-corruption laws in any jurisdiction; or
3. 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;
4. 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
5. fund all or part of any payment to [CLEAR FACTOR LIMITED] out of proceeds derived from business or transactions with a Restricted Party, or from any action which is in breach of any Sanctions.
Law and Jurisdiction
These Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales.
The Seller irrevocably submits to the jurisdiction of the courts of England and Wales.
Clause 30.2 is for the benefit of [CLEAR FACTOR LIMITED] only. As a result, [CLEAR FACTOR LIMITED] shall not be prevented from taking proceedings in any other courts with jurisdiction and may take concurrent proceedings in any number of jurisdictions.

Definitions
Administration Fee means the fee (plus VAT, if applicable) deducted by [CLEAR FACTOR LIMITED] from the Advance Sum in such an amount as [CLEAR FACTOR LIMITED] shall notify the Seller of from time to time.
Administrator means any person who is appointed to manage affairs, business and property of the Seller, or any Buyer under Schedule B1 of the Insolvency Act 1986

Advance Sum means the upfront sum paid by [CLEAR FACTOR LIMITED] to the Seller 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 Seller to [CLEAR FACTOR LIMITED] or TEG concerning the Seller, 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

Buyer means the entity incurring a Debt to the Seller 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
[CLEAR FACTOR LIMITED] Account means an e-money account in the name of [CLEAR FACTOR LIMITED], as notified by [CLEAR FACTOR LIMITED] to the Seller from time to time
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:
1. the benefit of every Sale Contract giving rise to that Debt;
2. rights of retention of title, lien, recovery of possession and other remedies given by law to an unpaid vendor of Goods;
3. the benefit of all guarantees, warranties, indemnities, securities and policies of insurance held by or available to the Seller in relation to that Debt owed to the Seller by the relevant Buyer;
4. and all ledgers and records (including computerised records) evidencing the amount owed under the relevant Sale Contract; and
5. all the Seller's rights under contracts of supply between the Seller and its suppliers in relation to Goods supplied or to be supplied by the Seller 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 Seller
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
Debt means a debt incurred to the Seller 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 Seller'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 Seller signifies its agreement to these Terms and Conditions

Goods means any goods, services, hiring or services with materials supplied that are the subject of a Sale Contract
Holding Company means in relation to a person, any other person in respect of which it is a Subsidiary
Ineligible Debt means any Debt listed in clause 10.2
Insolvent in relation to an entity (including, but not limited to, limited liability companies), means any of the following:
1. the entity is unable to pay his or its debts within the meaning of section 123 of the Insolvency Act 1986;
2. a statutory demand is served on the entity and the statutory demand is not set aside within 21 days;
3. 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;
4. 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;
5. 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;
6. a receiver or administrative receiver, or Administrator or similar official is appointed or any notice of intention to appointment an Administrator is filed;
7. the entity's assets are seized or distrained or subject to an action in respect of commercial rent arrears or executed against;
8. the entity ceases or threatens to cease to carry on business or suspends payment of his or its debts;
9. a judgment, decree or other money order is obtained which is not satisfied within 7 days; or
10. 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;
11. 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:

a bankruptcy or sequestration petition is presented in respect of that individual;
that individual is the subject of a bankruptcy order or sequestration;
that individual proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors;
a receiver, trustee or other similar officer is appointed in respect of any of the individual's assets; or
the individual is subject to an event analogous to (l) to (o) above in any other jurisdiction.
Intimation of Assignation means an intimation of the assignation of a Scottish Debt in favour of [CLEAR FACTOR LIMITED]
Invoice means the original sales invoice in respect of a Debt owed to the Seller by the relevant Buyer (including, without limitation, any invoice in respect of a Scottish Debt)
Invoice Value means the amount payable by the Buyer to the Seller in respect of the Debt
Liabilities means any sum (present, contingent or future) payable by the Seller to [CLEAR FACTOR LIMITED] 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
Notice of Assignment means a notice of assignment of a Debt in favour of [CLEAR FACTOR LIMITED]
Offer means an offer made by [CLEAR FACTOR LIMITED] in respect of an Invoice, by way of specifying an Advance Sum and Administration Fee
Outstanding means in relation to a Debt, that the relevant Buyer has not discharged in full the obligations in respect of such Debt
Parties means [CLEAR FACTOR LIMITED] and the Seller (and for the avoidance of doubt, TEG is not a party)
Platform means the Transport Exchange Group platform
POD means proof of delivery in respect of an order delivered by the Seller
Privacy Policy means [CLEAR FACTOR LIMITED]'s privacy policy as notified by [CLEAR FACTOR LIMITED] to the Seller (or displayed on the [CLEAR FACTOR LIMITED] website) from time to time
Remittance means a payment made by a Buyer in respect of a Debt or its Connected Rights
Repurchase Notice means a notice requiring the Seller to repurchase a specified Debt from [CLEAR FACTOR LIMITED] at the Repurchase Price and on such other terms as [CLEAR FACTOR LIMITED] may specify
Repurchase Price means in respect of any Debt, an amount equal to:
any Advance Sum paid by [CLEAR FACTOR LIMITED] to the Seller;
less any:
1. Remittances received by [CLEAR FACTOR LIMITED];
2. amounts received by [CLEAR FACTOR LIMITED] from the Seller 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

Restricted Party means a person that is:
1. listed on, or owned or controlled by a person listed on, a Sanctions List, or a person acting on behalf of such a person;
2. located in or organised under the laws of a country or territory that is the subject of country- or territory-wide Sanctions; or
3. otherwise a subject of Sanctions
Sale Contract means any contract between the Seller 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 Seller 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)
Sanctions means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority
Sanctions Authority means:
1. the Security Council of the United Nations;
2. the UK; and
3. the governmental authorities of any of paragraphs (a) to (b) above, including (without limitation) Her Majesty's Treasury
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
Scottish Connected Rights means in relation to any Scottish Debt, all rights ancillary to that Scottish Debt, including:
1. the benefit of every Scottish Sale Contract giving rise to that Scottish Debt;
2. rights of retention of title, lien, recovery of possession and other remedies given by law to an unpaid vendor of Goods;
3. the benefit of all guarantees, warranties, indemnities, securities and policies of insurance held by or available to the Seller in relation to that Scottish Debt owed to the Seller by the relevant Buyer;
4. and all ledgers and records (including computerised records) evidencing the amount owed under the relevant Scottish Sale Contract; and
5. all the Seller's rights under contracts of supply between the Seller and its suppliers in relation to Goods supplied or to be supplied by the Seller 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 Seller
Scottish Debt means a debt incurred to the Seller 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
Scottish Invoice means the original sales invoice in respect of a Scottish Debt owed to the Seller by the relevant Buyer
Scottish Sale Contract means any contract between the Seller 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
Subsidiary means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006
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)
TEG means Transport Exchange Group
TEG Terms means the TEG terms of use and privacy policy, and any other agreement between the Seller and TEG
Termination Event means any event listed in clause 17
UK means the United Kingdom of Great Britain and Northern Ireland
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 Seller on the Platform, or such other period as [CLEAR FACTOR LIMITED] (or TEG on its behalf) may notify the Seller of from time to time
VAT means value added tax as imposed by the Value Added Tax Act 1994 and legislation supplemental or in substitution thereof
Verify means:
1. in respect of any Invoice that is not a Scottish Invoice:
  1. verifying the authenticity and accuracy of that Invoice to [CLEAR FACTOR LIMITED]'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 [CLEAR FACTOR LIMITED]'s satisfaction; and
2. in respect of a Scottish Invoice:
  1. verifying the authenticity and accuracy of that Invoice to [CLEAR FACTOR LIMITED]'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 [CLEAR FACTOR LIMITED]'s satisfaction,

and Verifying and Verified shall be construed accordingly

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

BACKGROUND

[CLEAR FACTOR LIMITED] Limited (a company incorporated and registered in England and Wales with company number ) ([CLEAR FACTOR LIMITED]) is a provider of invoice finance.

You (the Seller) wish to submit invoices via the Transport Exchange Group platform (Platform). [CLEAR FACTOR LIMITED] is an embedded provider of invoice finance within the Platform.

The Parties agree as follows:

Interpretation
1. Definitions

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

Construction
1. Unless a contrary indication appears, a reference in these Terms and Conditions to:
  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 Seller 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.
2. Clause headings are for ease of reference only.
Third Party Rights
1. 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.
2. 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.
Eligibility
[CLEAR FACTOR LIMITED] shall, in its sole discretion, be entitled to determine whether:
1. the Seller is eligible to access [CLEAR FACTOR LIMITED]'s invoice finance facilities; and
2. an Invoice is suitable for invoice finance.
[CLEAR FACTOR LIMITED] is under no obligation to present an Offer to the Seller in respect of any Invoice.
Information
The Seller acknowledges that [CLEAR FACTOR LIMITED] is entitled to use, and rely on, all information supplied by TEG to [CLEAR FACTOR LIMITED] (including but not limited to information regarding the Seller, any Invoice and any Debt) for any purpose connected with this Agreement.
Offer
After the Seller has uploaded a POD to the Platform, the Seller may be presented with an Offer in respect of the Debt to which that POD relates.
Each Offer is valid for the Validity Period.
The Seller may choose to accept or decline an Offer within the Validity Period. The Seller's decision to accept or decline an Offer is irrevocable. Should the Seller decline, or fail to either accept or decline, an Offer within the Validity Period, that Offer shall automatically lapse and [CLEAR FACTOR LIMITED] shall have no further obligation or liability to the Seller in respect of the Debt to which the Offer relates.
The Parties agree that any Offer is conditional upon Verification of the relevant Invoice within the Validity Period and [CLEAR FACTOR LIMITED]'s determination, in its sole discretion, that the Buyer and relevant Debt have met [CLEAR FACTOR LIMITED]'s credit eligibility requirements. Should [CLEAR FACTOR LIMITED] determine that these requirements have not been met (for any reason), [CLEAR FACTOR LIMITED] may withdraw any Offer prior to making payment of the Advance Sum with no further obligation or liability to the Seller.
Assignment
Upon accepting an Offer in respect of an Invoice that is not a Scottish Invoice, the Seller assigns to [CLEAR FACTOR LIMITED] absolutely and with full title guarantee all of the Seller'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.
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 [CLEAR FACTOR LIMITED] absolutely and effectively, the Seller will hold on trust for [CLEAR FACTOR LIMITED] 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.
The Seller will hold on trust for [CLEAR FACTOR LIMITED] any VAT bad debt relief (or similar relief) obtained by the Seller in respect of any Debt which has been assigned or transferred (or purportedly assigned or transferred) to [CLEAR FACTOR LIMITED] or is otherwise to be held on trust for [CLEAR FACTOR LIMITED].
Assignation
Upon accepting an Offer in respect of a Scottish Invoice, the Seller assigns to [CLEAR FACTOR LIMITED] absolutely and with absolute warrandice all of the Seller'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.
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 [CLEAR FACTOR LIMITED] absolutely and effectively, the Seller will hold on trust for [CLEAR FACTOR LIMITED] 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.
If the Seller assigns a Scottish Debt to [CLEAR FACTOR LIMITED] pursuant to clause 6.1, the Seller is constituted as trustee for [CLEAR FACTOR LIMITED] to hold such Scottish Debt in trust for [CLEAR FACTOR LIMITED] until:
1. [CLEAR FACTOR LIMITED] receives payment in full for the Scottish Debt or [CLEAR FACTOR LIMITED] completes its title to the Scottish Debt; or
2. [CLEAR FACTOR LIMITED] receives payment of other money or property relating to the Scottish Debt or completes title to that property.
[CLEAR FACTOR LIMITED] acknowledges intimation of the creation of the trust described above. If requested by [CLEAR FACTOR LIMITED], the Seller 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 [CLEAR FACTOR LIMITED].
The Seller will hold on trust for [CLEAR FACTOR LIMITED] any VAT bad debt relief (or similar relief) obtained by the Seller in respect of any Debt which has been assigned or transferred (or purportedly assigned or transferred) to [CLEAR FACTOR LIMITED] or is otherwise to be held on trust for [CLEAR FACTOR LIMITED].
Automatic re-assignment
Upon [CLEAR FACTOR LIMITED]'s withdrawal of an Offer, the Debt (and any Connected Rights) to which the Offer relates will be automatically re-assigned to the Seller.
Perfection of assignment or assignation
The Seller must, immediately upon any request by [CLEAR FACTOR LIMITED] (or TEG on [CLEAR FACTOR LIMITED]'s behalf) take all such action as may be necessary or as may reasonably be requested by [CLEAR FACTOR LIMITED] 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.
Payments
By accepting these Terms and Conditions you agree that all payments from [CLEAR FACTOR LIMITED] to the Seller will be made by way of credit to an e-money account opened by TEG in the name of the Seller (if applicable) (via a transfer method known as TEG's payment rails) and upon making a payment to any such account, [CLEAR FACTOR LIMITED] shall have no further liability to the Seller in respect of the amount of such payment.
Unless expressly provided otherwise in these Terms and Conditions, all payments from the Seller to [CLEAR FACTOR LIMITED] shall be made by way of credit to the [CLEAR FACTOR LIMITED] Account (via a transfer method known as TEG's payment rails).
Repurchase of Ineligible Debts
[CLEAR FACTOR LIMITED] may, but is not obligated to, require the Seller to repurchase immediately any Ineligible Debt by serving on the Seller a Repurchase Notice.
The following are Ineligible Debts:
1. a Debt which [CLEAR FACTOR LIMITED] in its absolute discretion deems to be ineligible by reason of the occurrence of a Termination Event; or
2. a Debt in respect of which any representation or warranty made by Seller under clause 15.2 is or proves to be incorrect or misleading.
Any Repurchase Notice will set out in reasonable detail the description of the Debt to be reassigned and the Repurchase Price.
The Seller shall pay the Repurchase Price to [CLEAR FACTOR LIMITED] within 2 working days of its receipt of the relevant Repurchase Notice.
Until all monies payable by the Seller under the relevant Repurchase Notice have been paid to [CLEAR FACTOR LIMITED], the Debt to which such notice relates and any Connected Rights will remain vested in [CLEAR FACTOR LIMITED].
[CLEAR FACTOR LIMITED] will, upon receiving payment of the Repurchase Price and any other properly incurred expenses from the Seller, re-assign the relevant Debt and any Connected Rights to the Seller, and may give or require the Seller to give an accompanying Notice of Assignment or Intimation of Assignation to each relevant Buyer to that effect.
Upon payment of the Repurchase Price to [CLEAR FACTOR LIMITED], [CLEAR FACTOR LIMITED] shall have no further liability to the Seller in respect of the relevant Debt.
After the ownership of any Debt has re-vested in the Seller under paragraph 10.6 above, [CLEAR FACTOR LIMITED] will, subject to the terms of these Terms and Conditions, credit to the relevant account all sums subsequently received or recovered by [CLEAR FACTOR LIMITED] in relation to that Debt in accordance with the provisions of these Terms and Conditions.
Payments to the Seller
In respect of an Invoice and the relevant Debt, and subject always to clause 13, once an Invoice has been Verified to [CLEAR FACTOR LIMITED]'s satisfaction [CLEAR FACTOR LIMITED] shall, as soon as reasonably practicable, pay to the Seller the Advance Sum, less the Administration Fee.
[CLEAR FACTOR LIMITED] may pay TEG and/or the relevant Buyer a commission from the Administration Fee received by [CLEAR FACTOR LIMITED] in respect of any Invoice.
Collection of the Debt

In respect of each Debt:

As the purchaser of the Debt, [CLEAR FACTOR LIMITED] (or TEG on its behalf) will have the sole right (but is not obliged to) collect and enforce payment of the Debt.
The Seller has no authority to act as or hold itself out as the authorised collection agent of [CLEAR FACTOR LIMITED] in respect of the Debt, other than as set out in this clause 12.
The Seller will retain copies of all cheques and Remittance advices received from the Buyer in respect of the Debt and make these available on request.
All Remittances paid to [CLEAR FACTOR LIMITED] (or TEG on its behalf) are the property of [CLEAR FACTOR LIMITED].
The Seller shall use best endeavours to procure that the Buyer pays any Remittance into the [CLEAR FACTOR LIMITED] Account. The Seller 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).
Immediately upon the Seller's receipt of a Remittance, the Seller must pay the Remittance to [CLEAR FACTOR LIMITED] by paying that Remittance into the [CLEAR FACTOR LIMITED] Account. At all times prior to its payment of such a Remittance to [CLEAR FACTOR LIMITED], the Seller will hold it on trust for [CLEAR FACTOR LIMITED].
[CLEAR FACTOR LIMITED] may in its absolute discretion outsource the collection or enforcement of the Debt to TEG or any third party for any such period as [CLEAR FACTOR LIMITED] sees fit.
The Seller 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.
[CLEAR FACTOR LIMITED] may in its absolute discretion accept in good faith Remittances made by way of credit or debit card payment. If for any reason [CLEAR FACTOR LIMITED] is required to return any such Remittance, or such Remittance is debited against the relevant account the Seller will pay to [CLEAR FACTOR LIMITED] an amount equal to the sum returned or debited together with any fees or charges incurred by [CLEAR FACTOR LIMITED] (such payment to be made either by way of payment to the [CLEAR FACTOR LIMITED] Account or by way of set off against any sums payable by [CLEAR FACTOR LIMITED] to the Seller).
The Seller indemnifies, and shall hold indemnified, [CLEAR FACTOR LIMITED] against any and all costs, fees and expenses of collection or enforcement of the Debt incurred by [CLEAR FACTOR LIMITED] or its agents in connection with the collection or enforcement of the Debt.
Credit Notes
The Seller shall not agree any Dilution with any Buyer in respect of any Debt without prior written consent.
The Seller 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.
Upon agreeing a Dilution, the Seller shall immediately pay to [CLEAR FACTOR LIMITED] an amount equal to the amount of that Dilution.
[CLEAR FACTOR LIMITED] will not be liable to the Seller for any discount, allowance or commission wrongly claimed or deducted by a Buyer in respect of any Debt.
Disputes
In the event that a Buyer notifies the Seller of a dispute in respect of a Debt or the Seller is otherwise aware of dispute or possible dispute in respect of a Debt, the Seller will immediately notify TEG (on [CLEAR FACTOR LIMITED]'s behalf) and use its best endeavours to resolve any dispute as directed by TEG (on [CLEAR FACTOR LIMITED]'s behalf). The Seller will at all times continue to perform its obligations to that Buyer under the relevant Sale Contract.
The Seller authorises [CLEAR FACTOR LIMITED] (or TEG on its behalf) at the Seller's expense to resolve any dispute in respect of a Debt not resolved by the Seller and agrees to be bound by anything done by [CLEAR FACTOR LIMITED] (or TEG on its behalf).
Warranties

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

General
1. the Seller is a sole trader with a principal place of business in England and Wales or Scotland;
2. the Seller's electronic acceptance of these Terms and Conditions is effective as if signed under hand by the Seller and evidences the Seller's express intention to be bound by these Terms and Conditions;
3. the Seller has disclosed to TEG and / or [CLEAR FACTOR LIMITED] all material facts that might influence [CLEAR FACTOR LIMITED]'s decision to purchase the Debt or permit the Seller's access to [CLEAR FACTOR LIMITED]'s invoice finance facilities;
4. all written and other information supplied to TEG and / or [CLEAR FACTOR LIMITED] about the Seller, its business, assets and financial condition is true and accurate;
5. the Seller has the capacity to enter into, perform and deliver these Terms and Conditions and any transaction contemplated by these Terms and Conditions;
6. the Seller has obtained and complied with all licenses, permissions, permits or other authorisations that are required to be obtained by the Seller in order to perform the Seller's obligations under these Terms and Conditions;
7. the Seller's entry into and performance of, and the transactions contemplated by, these Terms and Conditions do not and will not conflict with:
  1. any Applicable Law;
  2. any agreement or instrument binding upon the Seller or any of the Seller's assets;
8. the Seller is not Insolvent; and / or
9. the Seller 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 Seller 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;
The Debt

In respect of each Debt:

the Seller was authorised to enter into the relevant Sale Contract;
immediately prior to the assignment of the Debt to [CLEAR FACTOR LIMITED], the Seller:
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;
the Debt is due and payable;
the Debt is not owed by a Buyer acting in the capacity of a private individual;
all written and other information supplied to TEG and / or [CLEAR FACTOR LIMITED] regarding the Debt, including without limitation information required to facilitate the production of an Invoice by TEG and any Associated Information is true, accurate, complete and up to date;
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 Seller 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 Seller;
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 Seller and the Buyer, and in particular, that the Seller has not agreed to vary any provision of the Sale Contract or waive any obligation of the Buyer under the Sale Contract;
the Debt is an undisputed, bona fide Debt;
the Buyer has not or will not assert any right of set-off, deduction, abatement or counterclaim in respect of the Debt; and / or
no supplier to the Seller will retain title to any Goods which are the subject matter of the Debt.
Undertakings
In respect of each Debt, the Seller will:
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 Seller is complete and accurate and to promptly notify TEG (on [CLEAR FACTOR LIMITED]'s behalf) if it ceases to be complete and accurate;
comply, at its own cost, with any request intended to preserve [CLEAR FACTOR LIMITED]'s interest in any Debt or its Connected Rights and/or mitigate any Liabilities owed to [CLEAR FACTOR LIMITED], including executing any other documents;
upon request, provide evidence of the performance of the Sale Contract and give any employee or agent of [CLEAR FACTOR LIMITED] access to any business premises of the Seller to inspect any Goods, the original Sale Contract and to review and copy any other relevant records;
inform TEG (on [CLEAR FACTOR LIMITED]'s behalf) immediately if the Seller:
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 Seller to the Buyer;
  4. the Seller or the Buyer becoming Insolvent or any event occurring which may result in the Seller 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.
comply with any terms required of it under the Seller's credit insurance policy or as may be demanded by the relevant insurers from time to time. As at the Effective Date, [CLEAR FACTOR LIMITED] has no requirements for the Seller in relation to any credit insurance policy. Unless otherwise agreed, [CLEAR FACTOR LIMITED] does not require the Seller to obtain such a policy nor to adhere to the terms of any such policy. In the event that [CLEAR FACTOR LIMITED] procures a credit insurance policy, TEG (on [CLEAR FACTOR LIMITED]'s behalf) shall as soon as reasonably practicable notify the Seller of any requirements specified thereby;
ensure that it complies with the Data Privacy Laws or any amendment or re-enactment of this legislation when transferring information to [CLEAR FACTOR LIMITED] and all other legislation or regulatory requirements in relation to the Seller's business and assets;
ensure that it complies with the Privacy Policy and TEG Terms;
pay to [CLEAR FACTOR LIMITED] on first written demand all sums due to it under these Terms and Conditions;
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
notify TEG (on [CLEAR FACTOR LIMITED]'s behalf) immediately upon:
1. any material change in the nature of the Seller's business; or
2. any material adverse change to the financial condition of the Seller.
In respect of each Debt, the Seller will not, without prior written consent:
create or purport to create any security over the Debt or assign the Debt to any other person;
send any credit note to, or agree any Dilution with, the Buyer without prior written consent and in accordance with clause 13;
cancel or vary the Sale Contract or change the payment terms with the Buyer without prior written consent;
pay to [CLEAR FACTOR LIMITED] any Debt from its own monies (except to pay to [CLEAR FACTOR LIMITED] a Remittance which has been paid direct to the Seller by the Buyer) without prior written consent;
disclose to any person any confidential information provided by [CLEAR FACTOR LIMITED] in respect of the Buyer or the collection of any Debt;
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;
procure the payment to itself or any other third party of any sum on account of the Debt;
instruct TEG to close the Seller's account on the Platform; or
incorporate its business or form a partnership.
Termination

Each of the following is a Termination Event:

any amount (including but not limited to any Repurchase Price) due under these Terms and Conditions (including fees and expenses) due from the Seller to [CLEAR FACTOR LIMITED] is not paid when due and remain unpaid for 5 days;
any representations, warranties or undertakings in these Terms and Conditions are untrue or incorrect in any material respect whenever made or repeated;
the Seller breaches the TEG Terms;
the Seller instructs TEG to close the Seller's account on the Platform;
the Seller notifies TEG that it does not wish to accept a proposed amendment to the TEG Terms;
[CLEAR FACTOR LIMITED] is notified that TEG has suspended or terminated the Seller's account on the Platform for any reason;
the Seller or any person providing a guarantee or security in respect of the Debt is Insolvent;
the commission by the Seller or the Buyer of any offence of money laundering or any transaction giving [CLEAR FACTOR LIMITED] grounds to suspect that the Seller or the Buyer are engaged in money laundering or other illegal activity;
any waiver given to the Seller or the Buyer by any third party in connection with any Debt is withdrawn;
the Seller is Insolvent;
any procedure being used against the Seller to attach or take possession of any of the assets of the Seller or the Buyer;
there is a material adverse change, in the opinion of [CLEAR FACTOR LIMITED], in the financial condition of the Seller, the nature of the Seller's business or any other circumstances occur which cause [CLEAR FACTOR LIMITED] to believe that the Seller's obligations to [CLEAR FACTOR LIMITED] under these Terms and Conditions will not be met.
Consequences of a Termination Event
The occurrence or continuation of a Termination Event will not affect the obligations of the Seller or the rights of [CLEAR FACTOR LIMITED] in respect of the Debt, any rights of set off or any fees or expenses payable to [CLEAR FACTOR LIMITED] in respect of the Debt or otherwise howsoever arising under these Terms and Conditions.
The Seller or the Buyer becoming Insolvent will not absolve the Seller of any its obligations in respect of any debt or liability incurred prior to the occurrence of a Termination Event.
On or following a Termination Event which has not been expressly waived in writing, [CLEAR FACTOR LIMITED] may in its absolute discretion:
1. issue a Repurchase Notice in respect of any Debt in accordance with clause 10;
2. demand immediate payment of all Liabilities;
3. modify the terms of these Terms and Conditions, including any fees and charges, at its direction and upon written notice to the Seller; or
4. deny the Seller further access to [CLEAR FACTOR LIMITED]'s invoice finance facilities.
Duration
[CLEAR FACTOR LIMITED] may terminate these Terms and Conditions upon written notice to the Seller for any reason.
Subject to clause 19.4, these Terms and Conditions shall continue to be binding on the Parties until [CLEAR FACTOR LIMITED] gives written notice of the termination of these Terms and Conditions to the Seller.
Such notice of termination shall take effect upon all Liabilities under these Terms and Conditions being discharged in full.
Clauses 15, 16, 20 and 21 shall continue in full force and effect after the termination of these Terms and Conditions.
Force majeure

Indemnity and set off
1. The Seller indemnifies, and shall hold indemnified, [CLEAR FACTOR LIMITED] 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 [CLEAR FACTOR LIMITED]'s rights under these Terms and Conditions.
2. Without prejudice to clause 21.1 above, the Seller further unconditionally and irrevocably indemnifies [CLEAR FACTOR LIMITED] against all costs, fees and expenses (including administrative costs and professional fees) it may incur in connection with:
  1. any breach of warranty or undertaking in these Terms and Conditions;
  2. acting on any instructions, howsoever given, which in [CLEAR FACTOR LIMITED]'s reasonable opinion appear to have come from the Seller or any claim made against [CLEAR FACTOR LIMITED] by the Seller or any Buyer;
  3. any steps necessary to perfect any interest of [CLEAR FACTOR LIMITED] in any Debt or otherwise under these Terms and Conditions;
  4. the costs of any legal action taken to enforce these Terms and Conditions, including any breach of these Terms and Conditions by the Seller.
3. [CLEAR FACTOR LIMITED] may at any time set off any monies due from the Seller to [CLEAR FACTOR LIMITED], whether under these Terms and Conditions or otherwise, against any sums due to the Seller by [CLEAR FACTOR LIMITED].
4. The Seller shall not be permitted to set off any sums due from it to [CLEAR FACTOR LIMITED] against any sums payable to it by [CLEAR FACTOR LIMITED].
5. All payments to [CLEAR FACTOR LIMITED] made by the Seller 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 Seller will increase the payment or make a separate payment so that [CLEAR FACTOR LIMITED] receives the full amount due to it under these Terms and Conditions before the deduction was made.
Liability
1. The Seller agrees and acknowledges that [CLEAR FACTOR LIMITED] is not liable to the Seller for any loss, liability or damages the Seller suffers under or in connection with:
  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 [CLEAR FACTOR LIMITED]'s control;
    3. loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
  2. any act or omission of the provider of any e-money account;
  3. any act or omission of TEG; or
  4. any act or omission of [CLEAR FACTOR LIMITED] (including but not limited to failure to make a payment) which [CLEAR FACTOR LIMITED] 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 Seller and the provider of any e-money account.
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.
3. To the extent permitted by law, all conditions or warranties implied on behalf of [CLEAR FACTOR LIMITED] by law, statute or otherwise are expressly excluded.
Variations and Waivers
1. In addition to any other rights under these Terms and Conditions, [CLEAR FACTOR LIMITED] may change any term of these Terms and Conditions by giving not less than 30 days’ prior written notice of such change.
2. Following service of such notice, the Seller shall be deemed to have accepted any changes to these Terms and Conditions that the Seller has been notified of in accordance with clause 23.1 by:
  1. accepting any Offer; or
  2. 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.

If the Seller does not agree with the proposed changes to the Terms and Conditions, the Seller must notify TEG (on [CLEAR FACTOR LIMITED]'s behalf) within the 30 day notice period and these Terms and Conditions will be terminated. If the Seller does not provide notice to the contrary within the 30 day notice period, the Seller will be deemed to have accepted the change and (subject to clause 23.2) the change will apply to the Seller when it comes into force.
If any part of these Terms and Conditions are inconsistent with any legal requirements, then [CLEAR FACTOR LIMITED] will not rely on that part but will treat it as if it did reflect the relevant legal requirement. If [CLEAR FACTOR LIMITED] needs to make operational changes in order to comply with any regulatory requirement, [CLEAR FACTOR LIMITED] will make those changes as soon as reasonably practicable.
The rights of [CLEAR FACTOR LIMITED] 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 [CLEAR FACTOR LIMITED] shall constitute a waiver of such right or obligation or any other in future. Any delay or failure by [CLEAR FACTOR LIMITED] 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 Seller.
Novation and Assignment
[CLEAR FACTOR LIMITED] 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 Seller. The Seller will enter into, at its own cost, any and all documentation required from it to give effect to such novation or assignment.
Immediately upon any assignment of [CLEAR FACTOR LIMITED]'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 Seller under clauses 15 and 16 shall be given for the benefit of the assignee.
[CLEAR FACTOR LIMITED] may disclose to any actual or proposed assignee or transferee any information in its possession that relates to the Seller, any Buyer, or any Debt that [CLEAR FACTOR LIMITED] considers appropriate.
The Seller may not assign any of its rights, or transfer any of its rights or obligations, under these Terms and Conditions.
Further Assurance

Notices
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:
  1. sent by email to the email address notified by the Seller to TEG (on [CLEAR FACTOR LIMITED]'s behalf) from time to time; or
  2. sent by email by the Seller to [CLEAR FACTOR LIMITED] at support@clearfactor.io or such other email address as TEG (on [CLEAR FACTOR LIMITED]'s behalf) may notify the Seller of from time to time.
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.
Data Protection
1. The Seller has provided [CLEAR FACTOR LIMITED] with information about it or other persons who are individuals, for the purposes of [CLEAR FACTOR LIMITED]'s underwriting and credit risk assessment the exercise of [CLEAR FACTOR LIMITED]'s rights under these Terms and Conditions and to prevent fraud or money laundering. The Seller consents to [CLEAR FACTOR LIMITED] making checks and searches about these individuals with credit reference and fraud prevention agencies (including those outside of the European Economic Area) and the Seller acknowledges that [CLEAR FACTOR LIMITED] 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.
2. During the term of these Terms and Conditions, the Seller consents to [CLEAR FACTOR LIMITED] making further checks and searches against it or other persons with the agencies referred to in clause 27.1. The Seller 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.
3. The Seller warrants and undertakes to [CLEAR FACTOR LIMITED] that, in relation to any living individual, including, but not limited to:
  1. a Buyer or a partner, shareholder, director or other officer (or, in the case of an partnership, a member) of a Buyer; and
  2. 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;

Money Laundering

Sanctions

The Seller represents and warrants:

that:
1. neither it, nor any of its employees or agents:
  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;
2. it is in compliance with all Sanctions and anti-corruption laws applicable to it or them; and
3. it will institute and maintain policies and procedures designated to promote and achieve compliance with any anti-corruption laws and Sanctions applicable to it;
it will not use, lend, contribute or otherwise make available any part of any Advance Sum or other sum paid by [CLEAR FACTOR LIMITED] to the Seller directly or indirectly:
1. for the purpose of financing any trade, business or other activities involving, or for the benefit of, any Restricted Party;
2. engage in any transaction, activity or conduct that violates any Sanctions or breach any anti-corruption laws in any jurisdiction; or
3. 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;
4. 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
5. fund all or part of any payment to [CLEAR FACTOR LIMITED] out of proceeds derived from business or transactions with a Restricted Party, or from any action which is in breach of any Sanctions.
Law and Jurisdiction
These Terms and Conditions will be governed by and construed in accordance with the laws of England and Wales.
The Seller irrevocably submits to the jurisdiction of the courts of England and Wales.
Clause 30.2 is for the benefit of [CLEAR FACTOR LIMITED] only. As a result, [CLEAR FACTOR LIMITED] shall not be prevented from taking proceedings in any other courts with jurisdiction and may take concurrent proceedings in any number of jurisdictions.

Definitions
Administration Fee means the fee (plus VAT, if applicable) deducted by [CLEAR FACTOR LIMITED] from the Advance Sum in such an amount as [CLEAR FACTOR LIMITED] shall notify the Seller of from time to time.
Administrator means any person who is appointed to manage affairs, business and property of the Seller or any Buyer under Schedule B1 of the Insolvency Act 1986

Advance Sum means the upfront sum paid by [CLEAR FACTOR LIMITED] to the Seller in respect of a Debt as detailed in the terms of the relevant Offer

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

Buyer means the entity incurring a Debt to the Seller 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
[CLEAR FACTOR LIMITED] Account means an e-money account in the name of [CLEAR FACTOR LIMITED], as notified by [CLEAR FACTOR LIMITED] to the Seller from time to time
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:
1. the benefit of every Sale Contract giving rise to that Debt;
2. rights of retention of title, lien, recovery of possession and other remedies given by law to an unpaid vendor of Goods;
3. the benefit of all guarantees, warranties, indemnities, securities and policies of insurance held by or available to the Seller in relation to that Debt owed to the Seller by the relevant Buyer;
4. and all ledgers and records (including computerised records) evidencing the amount owed under the relevant Sale Contract; and
5. all the Seller's rights under contracts of supply between the Seller and its suppliers in relation to Goods supplied or to be supplied by the Seller 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 Seller
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
Debt means a debt incurred to the Seller 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 Seller'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 Seller signifies its agreement to these Terms and Conditions

Goods means any goods, services, hiring or services with materials supplied that are the subject of a Sale Contract
Ineligible Debt means any Debt listed in clause 10.2
Insolvent in relation to an entity (including, but not limited to, limited liability companies), means any of the following:
1. the entity is unable to pay his or its debts within the meaning of section 123 of the Insolvency Act 1986;
2. a statutory demand is served on the entity and the statutory demand is not set aside within 21 days;
3. 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;
4. 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;
5. 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;
6. a receiver or administrative receiver, or Administrator or similar official is appointed or any notice of intention to appointment an Administrator is filed;
7. the entity's assets are seized or distrained or subject to an action in respect of commercial rent arrears or executed against;
8. the entity ceases or threatens to cease to carry on business or suspends payment of his or its debts;
9. a judgment, decree or other money order is obtained which is not satisfied within 7 days; or
10. 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;
11. 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:

a bankruptcy or sequestration petition is presented in respect of that individual;
that individual is the subject of a bankruptcy order or sequestration;
that individual proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors;
a receiver, trustee or other similar officer is appointed in respect of any of the individual's assets; or
the individual is subject to an event analogous to (l) to (o) above in any other jurisdiction.
Intimation of Assignation means an intimation of the assignation of a Scottish Debt in favour of [CLEAR FACTOR LIMITED]
Invoice means the original sales invoice in respect of a Debt owed to the Seller by the relevant Buyer (including, without limitation, any invoice in respect of a Scottish Debt)
Invoice Value means the amount payable by the Buyer to the Seller in respect of the Debt
Liabilities means any sum (present, contingent or future) payable by the Seller to [CLEAR FACTOR LIMITED] 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
Notice of Assignment means a notice of assignment of a Debt in favour of [CLEAR FACTOR LIMITED]
Offer means an offer made by [CLEAR FACTOR LIMITED] in respect of an Invoice, by way of specifying an Advance Sum and Administration Fee
Outstanding means in relation to a Debt, that the relevant Buyer has not discharged in full the obligations in respect of such Debt
Parties means [CLEAR FACTOR LIMITED] and the Seller (and for the avoidance of doubt, TEG is not a Party)
Platform means the Transport Exchange Group platform
POD means proof of delivery in respect of an order delivered by the Seller
Privacy Policy means [CLEAR FACTOR LIMITED]'s privacy policy as notified by [CLEAR FACTOR LIMITED] to the Seller (or displayed on the [CLEAR FACTOR LIMITED] website) from time to time
Remittance means a payment made by a Buyer in respect of a Debt or its Connected Rights
Repurchase Notice means a notice requiring the Seller to repurchase a specified Debt from [CLEAR FACTOR LIMITED] at the Repurchase Price and on such other terms as [CLEAR FACTOR LIMITED] may specify
Repurchase Price means in respect of any Debt, an amount equal to:
any Advance Sum paid by [CLEAR FACTOR LIMITED] to the Seller;
less any:
1. Remittances received by [CLEAR FACTOR LIMITED];
2. amounts received by [CLEAR FACTOR LIMITED] from the Seller 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

Restricted Party means a person that is:
1. listed on, or owned or controlled by a person listed on, a Sanctions List, or a person acting on behalf of such a person;
2. located in or organised under the laws of a country or territory that is the subject of country- or territory-wide Sanctions; or
3. otherwise a subject of Sanctions
Sale Contract means any contract between the Seller 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 Seller 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)
Sanctions means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority
Sanctions Authority means:
1. the Security Council of the United Nations;
2. the UK; and
3. the governmental authorities of any of paragraphs (a) to (b) above, including (without limitation) Her Majesty's Treasury
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
Scottish Connected Rights means in relation to any Scottish Debt, all rights ancillary to that Scottish Debt, including:
1. the benefit of every Scottish Sale Contract giving rise to that Scottish Debt;
2. rights of retention of title, lien, recovery of possession and other remedies given by law to an unpaid vendor of Goods;
3. the benefit of all guarantees, warranties, indemnities, securities and policies of insurance held by or available to the Seller in relation to that Scottish Debt owed to the Seller by the relevant Buyer;
4. and all ledgers and records (including computerised records) evidencing the amount owed under the relevant Scottish Sale Contract; and
5. all the Seller's rights under contracts of supply between the Seller and its suppliers in relation to Goods supplied or to be supplied by the Seller 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 Seller
Scottish Debt means a debt incurred to the Seller 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
Scottish Invoice means the original sales invoice in respect of a Scottish Debt owed to the Seller by the relevant Buyer
Scottish Sale Contract means any contract between the Seller 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
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)
TEG means Transport Exchange Group
TEG Terms means the TEG terms of use and privacy policy, and any other agreement between the Seller and TEG
Termination Event means any event listed in clause 17
UK means the United Kingdom of Great Britain and Northern Ireland
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 Seller on the Platform, or such other period as [CLEAR FACTOR LIMITED] (or TEG on its behalf) may notify the Seller of from time to time
VAT means value added tax as imposed by the Value Added Tax Act 1994 and legislation supplemental or in substitution thereof
Verify means:
1. in respect of any Invoice that is not a Scottish Invoice:
  1. verifying the authenticity and accuracy of that Invoice to [CLEAR FACTOR LIMITED]'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 [CLEAR FACTOR LIMITED]'s satisfaction; and
2. in respect of a Scottish Invoice:
  1. verifying the authenticity and accuracy of that Invoice to [CLEAR FACTOR LIMITED]'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 [CLEAR FACTOR LIMITED]'s satisfaction,

and Verifying and Verified shall be construed accordingly

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