Standard Customer Terms and Conditions of Trade - Version 9.0 - Published 4th August 2022
These terms and conditions replace and supersede our previous terms and conditions, version 1.0 published on the 13th of September 2015, version 2.0 published on the 25th of June 2015, version 3.0 published on the 6th of January 2016, version 4.0 published on 31st May 2016, version 5.0 published 23rd November 2017, version 6.0 published 30th September 2020, version 7.0 published 15th October 2020 and version 8.0 published on the 21st October 2021.
Supply of Brokerage Services
FundInvoice LLP (a Limited Liability Partnership registered in England and Wales with the partnership number OC387824) of registered office: 29 Gildredge Road, Eastbourne, East Sussex BN21 4RU ("FILLP" which expression shall include FundInvoice's successors and assigns).
The Customer is seeking a facility, or service, with a Provider. FILLP wishes to introduce the customer to one or more Providers.
In these conditions:
"Terms and Conditions" means this set of standard Customer Terms and Conditions or trade, version 9.0, published on the 4th August 2022.
"Customer(s)" means any potential customer or customers of a Provider, introduced to a Provider by FILLP through its brokerage activities;
"Services" means the brokerage services provided by FILLP.
"Provider" means the factoring or invoice discounting provider, or other services provider, that has been contacted by FILLP in connection with the provision of facilities, or services, to a Customer.
"Facility" means the provision of any facility, or service, present or future, by a Provider to the Customer. This includes facilities and services, that may be offered to the Customer as replacements, alternatives, or additions to that which is originally offered.
The headings in these Terms are for convenience only and shall not affect their interpretation.
FILLP shall, at its sole discretion, supply the Provider(s) that it selects with the contact details of the Customer.
Supply of the Services
FILLP shall provide the Services to the Customer subject to these Terms and Conditions. Any changes or additions to the Services or the Terms and Conditions must be agreed in writing between FILLP and the Customer.
FILLP may at any time without notifying the Customer make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
FILLP will not normally make any charge direct to you for the supply of the services. FILLP may receive a commission, from the Provider, in respect of any new facility, or service, that commences. Details of any commissions will be provided to you on request.
Where the Services relate to the provision of business finance, note that FILLP only deals with limited companies (not private individuals, e.g., sole traders and partnerships). Therefore, by proceeding with FILLP you are confirming that you are a limited company.
The following disclaimer and legal notice shall apply - Disclaimer and Legal Notice.
Warranties and Liability
FILLP shall have no liability to the Customer for any loss, damages, costs, expenses or other claims for compensation arising from any instructions supplied by the Customer which are incomplete, incorrect, or inaccurate, or from any other fault of the Customer.
Except as expressly provided in these Terms and Conditions, FILLP shall not be liable to the Customer for any loss of profit or any indirect, special, or consequential loss, damage, costs, expenses, or other claims which arise out of or in connection with the provision of the Services and the entire liability of FILLP in connection with the agreement shall not exceed the amount of FILLP's annual charges for the provision of the Services.
FILLP will be under no obligation to introduce any Providers to the Customer. FILLP shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or failure to perform, any of FILLP 's obligations in relation to the Services if the delay or failure was due to any cause beyond FILLP 's reasonable control.
The Customer shall retain full responsibility to assess the suitability and credit worthiness of any new Provider. FILLP will have no obligation to verify the credit rating of, or other information with respect to, any Provider and FILLP makes no representation or warranty to the Customer with respect to any Provider. FILLP does not make any warranty that the services offered by a Provider will meet your requirements or expectations. No advice or information, whether oral or written, obtained by you from FILLP creates any warranty. Without prejudice to the generality of the foregoing FILLP will have no liability whatsoever in respect of any act omission wrongdoing neglect or any default howsoever arising on the part of the Provider.
The Customer will keep FILLP fully indemnified against any claim or liability arising on FILLP, from the actions of the Customer, in connection with any arrangement between the Customer and any Provider introduced to them by FILLP.
FILLP is registered to hold personal data under the Data Protection Act 1984 and the General Data Protection Regulation "GDPR" (Regulation (EU) 2016/679). In order that we may deal with your application FILLP may pass information about you (if you are a sole trader), you and your partners (if you are a partnership) or, your directors and shareholders (if you are a company) to any Provider that we select. By providing any such information to FILLP you are providing your consent that we may deal with it, or pass the information to Providers that we select, as described above and that we may send you our monthly e-magazine FundingVoice, by email. You will have the right to unsubscribe to FundingVoice e-magazine at any time, using the unsubscribe link included in each edition.
The Customer shall not assign, novate, sub-contract or otherwise dispose of any of its rights and/or obligations under these terms and conditions without FILLP's previous written consent.
FILLP shall be entitled to assign, novate, sub-contract or otherwise dispose of all its rights and/or obligations under these Terms and Conditions. For the avoidance of doubt, any transfer of these rights and/or obligations shall remain in force even if FILLP ceases to exist.
Any interaction with FILLP, or use of its websites, by a Customer (including communication via our websites, electronic communications, telephone, post, facsimile, and contact in person); or any similar interaction by the Customer with any Provider via FILLP, or its websites: will be deemed as the Customer's acceptance of these Terms and Conditions.
A notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may have been notified to either party.
These Terms and Conditions are the Terms and Conditions on which the Customer and FILLP have entered into the contract, and they supersede the Customer's terms and conditions.
If any provision of these Terms and Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this shall not affect the validity of the rest of the Terms and Conditions.
English law shall apply to these Terms and Conditions, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.