This document contains the terms and conditions applicable to the relationship between Kactus Technologies Limited, a company incorporated and registered in England and Wales with company number 13917946 whose registered office is at Windsor House, Bayshill Road, Cheltenham, GL50 3AT (“Kactus” and operating as and referred to for the purposes of these services terms as, “multifi”) and the Customer described as such in the Customer’s Application.
Kactus is a technology company based in the UK. It operates the multifi Platform through which it facilitates the provision of credit facilities, payment processing, cashflow management and other services to its Customers.
The Customer has made an application to multifi to use the multifi Platform and enter into a credit facility to enable it to finance payments to its suppliers of various goods and/or services. These multifi Services Terms (comprised of the Platform Terms below and the Product Terms in the Schedules hereto), the Facility Letter and the Customer’s Application together set out and will govern the contractual relationship between multifi, the Customer and each relevant Platform Lender.
The Customer’s access to the multifi Platform will be governed by the Platform Terms.
The Facility Letter and the Facility Terms (contained in Schedule 2) together form a facility agreement between the Customer and the relevant Platform Lender.
In these multifi Services Terms, unless the context shall otherwise require, words and expressions are defined and interpreted in accordance with and have the meanings give to them in the Facility Letter or, as the case may be, Schedule 1.
The Schedules to these multifi Services Terms form part of and are construed as one with these multifi Services Terms.
In the event of any conflict between the Product Terms and the Platform Terms, the Product Terms shall prevail.
1.1 The Platform Terms are deemed accepted by the Customer once the Customer countersigns the Facility Letter.
1.2 The Product Terms are deemed accepted by the Customer (irrespective of the absence of any specific direct acceptance) once the Customer countersigns the Facility Letter or initiates or authorises a Proposed Transaction, or a Transaction is completed by multifi or any payment is made by or on behalf of multifi to a Payee.
1.3 Where any signature or other execution, acceptance or acknowledgment is required or contemplated by or in respect of these multifi Services Terms or any other agreement referred to, or arising in connection with, these multifi Services Terms, the Customer and multifi agree that they may each sign via an electronic signing platform by electronic signature.
2.1 In order to be eligible to open a Platform Account, a Customer must be a limited company incorporated and registered in and a tax resident of the United Kingdom.
2.2 When the Customer submits information required by multifi in connection with the Application process or requesting payment to a Payee, it represents and warrants that all information provided by it is complete, up to date and correct on and as of the date of submission.
2.3 multifi may carry out checks in relation to Customer Administrators and Customer Signatories as part of its account opening procedures. The Customer agrees, on behalf of each Customer Administrator and Customer Signatory, that multifi may carry out these checks and represents that it is entitled to give multifi such permission.
2.4 multifi may retain all information on the Customer’s identification and any Payee details for as long as necessary or desirable in accordance with applicable law.
Where multifi confirms that the Customer’s Application has been approved, grants the Customer access to the multifi Platform and confirms that the Customer is entitled to enter into Transactions using the multifi Platform, the Customer acknowledges that such confirmation is only an approval in principle and will not take effect, nor be construed as taking effect, as any approval of or agreement by or obligation on multifi to process any particular Proposed Transaction.
4.1 multifi will provide Authorised Users with Security Credentials to enable each of them on behalf of the Customer to access the multifi Platform and where appropriate to give instructions in respect of Proposed Transactions on the multifi Platform. Access to the multifi Platform will also be granted to the other Transaction Parties to the extent appropriate and, where required by law or applicable regulation, to any Regulator. All the Transaction Summary in respect of each Proposed Transaction and each Transaction shall be recorded on the multifi Platform and will be made available to the Customer and the Transaction Parties and, where required by law or applicable regulation, to any Regulator.
4.2 The Customer shall procure that when its Authorised Users access and use the multifi Platform and give instructions with respect to Proposed Transactions and Transactions, such use, access and the giving of such instructions are in accordance with the Platform Terms. The Customer shall ensure that none of its Authorised Users shall license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, the multifi Platform or the Services.
4.3 The Customer will take all reasonable steps to ensure that none of the use of or access to or the giving of any instructions in respect of any Proposed Transaction or Transaction or any other communications over the multifi Platform by any of its Authorised Users will contain any virus, trojan, malware, keylogger or other harmful program, bath file, script or the like and will check all proposed transmissions by any of its Authorised Users prior to their transmission with the most recent and up-to-date virus checking software.
4.4 The Customer will procure that no person other than an Authorised User will have any access to or use of the multifi Platform with respect to Proposed Transactions and Transactions of the Customer at any time. The Customer acknowledges that each of its Authorised Users has actual authority to access and use the multifi Platform in accordance with the level of access granted to such Authorised User, and that it will be responsible for ensuring that each of its Authorised Users safeguards their respective Security Credentials and uses the same only for access to and use of the multifi Platform in accordance with the Platform Terms. Accordingly, the Customer shall have sole responsibility for access to and use of, including the giving of instructions with respect to Proposed Transactions and Transactions via, the multifi Platform in its name, both by its Authorised Users and by any other person purporting to be a Authorised User and shall indemnify multifi and hold it harmless on a full indemnity basis from all losses, claims, costs, expenses and demands suffered by or made against multifi as a result of the actions (or inactions) of any such person in relation to any such access, use or operation of the multifi Platform.
4.5 The Customer will promptly inform multifi if:
4.6 multifi may suspend a Customer’s Platform Account if the Customer:
4.7 multifi may limit, suspend, restrict, or terminate a Customer’s access to the multifi Platform or any of the services described in paragraph 5 if so required by law, regulation, a court order, an order of a government authority or any direction or action of a regulatory body.
4.8 multifi charges a fee for access to the multifi Platform. The amount of such fee is set out in Facility Letter delivered to the Customer. multifi does not guarantee that the multifi Platform, or any content on it, will always be available or be uninterrupted. Access to the multifi Platform is permitted on a temporary basis. multifi may suspend, withdraw, discontinue or change all or any part of the multifi Platform without notice. multifi will not be liable to the Customer if for any reason the multifi Platform is unavailable at any time or access to it is interrupted for any period. The Customer is responsible for making all necessary arrangements for its Authorised Users to have access to the multifi Platform and for ensuring that all Authorised Users who access the multifi Platform through the Customer’s internet connection are aware of all of the terms of use applicable to the multifi Platform and other applicable terms and conditions and that they comply with them.
4.9 multifi is not responsible for any losses the Customer may suffer as a result of multifi limiting, suspending, restricting or terminating the Customer’s access to any or all of the Services, Ancillary Services or the multifi Platform in accordance with these multifi Services Terms.
4.10 Should the multifi Platform be unavailable for any reason at any time, communications between the Authorised Users and multifi shall be delivered in accordance with the notices provisions from time to time in force in respect of the Facility or as otherwise determined by multifi.
4.11 As a condition precedent of continued access to the multifi Platform, any Facility and any Ancillary Services, the Customer shall use, and comply with the terms and conditions of, the data upload service terms set out on the multifi Platform unless multifi specifically agrees in writing otherwise.
5.1 multifi may provide and facilitate a number of services for Customers, including:
5.2 multifi may offer additional services from time to time, the terms of which would be set out in a schedule to these multifi Services Terms.
5.3 multifi may arrange, via the multifi Platform, for a Platform Lender to provide a Facility to the Customer, documented in a Facility Letter.
5.4 The Customer agrees that multifi may pay commission to Introducers or receive commission from Introducers in relation to a Facility. If requested by the Customer, multifi will provide details of such commission to the Customer.
5.5 multifi may, as agent of a regulated third party, provide Customers with access to an electronic money wallet to store electronic money, accessed through its Platform Account.
5.6 The Customer agrees to be bound by the E-Money Terms governing the E-Money Services set out in Schedule 3 to these multifi Services Terms.
5.7 multifi may facilitate certain payment services enabling Customers to send and receive electronic money, and use electronic money to pay its Payees, via the multifi Platform. Such payments may be in sterling or a non-sterling currency. Such request should be included in the Transaction Summary provided by the Customer to multifi.
5.8 The Customer agrees to be bound by the Payment Terms governing the Payment Services set out in Schedule 4 to these multifi Services Terms.
6.1 The Customer shall pay to multifi the Platform Fee for the use of its Platform Account on a monthly basis, as set out in the Facility Letter.
6.2 The Customer shall pay the Interest Charges in relation to each Transaction completed via the multifi Platform, at the rate as set out in the Facility Letter. The Interest Charges for each Transaction will accrue on a daily basis and are payable on the 8th day of following month, in respect of the Interest Charges which have accrued during the preceding month.
7.1 An Authorised User may request a Proposed Transaction by completing and submitting a Transaction Summary on the multifi Platform, using its Security Credentials.
7.2 An Authorised User may then submit a Transaction Request Authorisation to the Customer Administrators and Customer Signatories. Upon submission of a Transaction Request Authorisation by an Authorised User, multifi will notify all Customer Administrators and Customer Signatories by email that there is a Transaction Request Authorisation on the multifi Platform awaiting their review.
7.3 Completion of a Transaction Request Authorisation by the required number of Customer Administrators and Customer Signatories (as determined by the Customer Administrators on the multifi Platform from time to time) constitutes the Customer’s authorisation and request to multifi (acting on behalf of a relevant Platform Lender) to pay the Transaction Amount to the relevant Payee (or any assignee of the Payee’s Invoice of which multifi is on notice) and to incur the associated Interest Charges.
8.1 If the Customer has a Facility, sufficient Credit Headroom and multifi (in its sole discretion) approves the Customer’s Transaction Request Authorisation, the Platform Lender will make a payment equal to the Transaction Amount to the bank account approved by multifi by electronic funds transfer. Such payment by the Platform Lender creates a Transaction Agreement between the Platform Lender and the Customer. multifi (on behalf of the Platform Lender) will then issue to all Authorised Users, a Transaction Confirmation Notice which confirms the terms of the Transaction Agreement.
8.2 If the Customer does not have a Facility, or does not want to utlise the Facility, but has sufficient funds standing to the credit of its E-Money Current Account and multifi (in its sole discretion) approves the Customer’s Transaction Request Authorisation, the Payments Provider will utilise funds standing to the credit of the Customer’s E-Money Current Account to make a payment equal to the Transaction Amount to the bank account approved by multifi by electronic funds transfer. multifi will then issue to all Authorised Users a Transaction Confirmation Notice which confirms the terms of the Transaction. For the avoidance of doubt, no Transaction Agreement shall be created in relation to an Cash Transaction.
8.3 If, in relation to any Transaction Request Authorisation, multifi decides in its sole discretion not to approve the payment of the Transaction Amount to the relevant account, it will notify the Customer through the issue of a Transaction Declined Notice whereupon the relevant Transaction Request Authorisation shall, with immediate effect, be cancelled and no Transaction Agreement shall be created.
8.4 multifi may issue a Transaction Declined Notice for any one or more of the following reasons:
and no claim may be made by the Customer or any other person against multifi for declining a Transaction Request Authorisation for any reason. multifi is not obliged to provide an explanation for declining a Proposed Transaction.
8.5 The Customer may request a cancellation of a Transaction Request Authorisation, by email or telephone call from a Customer Signatory to multifi. However, whilst multifi will endeavour to action such cancellation request, multifi will have no liability for not acting on such request. If a payment is made in such circumstances, the Customer acknowledges that a Transaction Agreement will have been created and (with respect to a Credit Transaction) its absolute obligation to pay the relevant Repayment Amount, as described in paragraph 10, shall not be in any way affected or diminished.
9.1 The Customer’s obligation to pay the Repayment Amount to the Platform Lender pursuant to a Transaction Agreement is entirely separate and distinct from the relevant Underlying Contract and shall, consequently, be unaffected by the performance, part-performance or non-performance of any obligation of any of the parties to the Underlying Contract or any other circumstances pertaining to the Underlying Contract. Without prejudice to the generality of paragraph 16, neither the Platform Lender nor multifi shall have any liability to the Customer, any Authorised User, any Payee or any other person in respect of any Underlying Contract where the Platform Lender makes payment to a Payee in respect of a Transaction Agreement.
9.2 The Customer’s obligation to pay the Repayment Amount to the Platform Lender is a simple debt claim in respect of the repayment of the Transaction Amount and the payment of any (accrued but unpaid) Interest Charges.
10.1 multifi shall, on the eighth (8th) day of each month (or the next Business Day if the 8th day is not a Business Day), debit all Interest Charges and Platform Fees and, if applicable, Default Fees incurred by the Customer in the prior month via Direct Debit from the Customer Nominated Account.
10.2 Following payment of a Transaction Amount to a Payee, the Customer has the option to pay the Repayment Amount at any time prior to the Maturity Date by submitting a Repayment Request. The Customer acknowledges that if a Repayment request is submitted within three Business Days before an Instalment Date, an Over-Repayment may occur.
10.3 If the Repayment Amount has not been paid prior to the Maturity Date, it shall become due and payable on the Maturity Date, in which case multifi shall collect the Repayment Amount via Direct Debit from the Customer Nominated Account on the Maturity Date.
10.4 If a Transaction Amount is paid to the Payee in a currency other than GBP via the Payment Services, the Exchange Rate at which the Transaction Amount is converted into the Payment Currency for the purposes of calculating the Repayment Amount payable by the Customer shall be the Exchange Rate shown in the relevant Transaction Summary.
10.5 The Exchange Rate set by multifi in a Transaction Summary will not change between the Payment Date and the Maturity Date irrespective of any currency fluctuations during that time.
10.6 The Customer’s obligation to pay the Repayment Amount to the Platform Lender in accordance with the relevant Transaction Agreement shall be absolute, irrevocable and unconditional. The Repayment Amount is not refundable under any circumstances and shall be paid in full without any set-off, counterclaim, deduction or other withholding whatsoever and irrespective of any contingency whatsoever including, without limitation, any of the Specified Contingencies.
10.7 multifi and the Platform Lender may assign to a Funder, or otherwise create security in favour of a Funder over, the Facility, each Transaction Agreement and its rights to receive the Repayment Amount (and any other monies due from time to time under the Facility Letter). The Customer shall take all reasonable steps and sign all such documentation as multifi may request to perfect any such assignment or create any such security.
10.8 Whenever any payment under the Facility Terms (other than a payment referred to in paragraph 10.1) is due on a day other than a Business Day, such payment shall be made on the immediately preceding Business Day.
10.9 In the event of an Over-Repayment, multifi may issue a refund directly into the Customer’s E-Money Current Account. multifi will use reasonable endeavours to process such refunds promptly, however, the Customer acknowledges that actual processing times may vary depending on the Customer’s bank.
10.10 In the event that a Direct Debit payment fails due to insufficient funds, multifi will initiate one retry attempt. This retry will be triggered immediately upon notification of the failed transaction; however, please note that settlement may take up to three (3) Business Days and a Default Fee may be charged during this time.
10.11 Customers with queries or disputes regarding Direct Debit payments should contact support@multifi.co.uk.
10.12 The Customer is obliged to maintain a Direct Debit instruction with multifi at all times during the Term of this Agreement. If a Direct Debit Instuction (mandate) is cancelled, already scheduled payments may or may not be affected depending on what stage of the processing they are in. If the Direct Debit is cancelled, multifi is entitled to apply additional charges.
10.13 In the event of a failure, cancellation, or insufficient funds to collect a Direct Debit, multifi is authorised to retrieve the funds from the customer’s E-Money Current Account.
11.1 Neither multifi nor the Platform Lender has made or given, nor will it be deemed to have made or given, any conditions, warranties or representations, express or implied, written or verbal, with respect to any Goods or Services in relation to any Underlying Contract including, without limitation, to any of the following:
On the date of the Customer’s Application and on every date on which it submits any Transaction Request Authorisation or has a Live Transaction, the Customer represents and warrants that:
12.1 It is a limited liability company duly organised and validly existing under the laws of its jurisdiction of incorporation and it has all corporate power and all governmental licenses, authorisations, consents and approvals required to carry on its business.
12.2 It has all requisite power and authority to perform its obligations in respect of the Transactions and this has been duly authorised by all necessary corporate action and it has duly authorised all Customer Administrators to approve and enter into Transaction Request Authorisations.
12.3 No corporate action or any steps have been taken or legal proceedings started or threatened against the Customer for its winding-up, administration, insolvency, dissolution, composition with creditors, scheme of arrangement, reorganization or any other analogous step in its jurisdiction of incorporation or for the appointment of a receiver, liquidator, administrator, receiver or administrative receiver, supervisor, trustee, sequestrator or similar officer of the Customer or of any or all of its assets or revenues.
12.4 All information provided by the Customer to multifi for the purposes of or in connection with the Customer’s Application or any Transaction is true and accurate in every material respect.
From the date of its Application and for so long as these multifi Services Terms remain in place between the Parties, the Customer make the following covenants:
13.1 The Customer shall promptly supply to multifi:
13.2 The Customer shall promptly notify multifi:
13.3 The Customer shall comply in all respects with all laws if failure to do so has or is likely to have a Material Adverse Effect.
14.1 In order to assess the ability of the Customer to perform its obligations under a Transaction, its creditworthiness and the Customer’s Application, multifi requires certain information about the Customer and its Authorised Users which will include personal data and which may include information about companies in the same corporate group as the Customer. Each of the Customer and its Authorised Users agrees to promptly provide all such information as multifi may request from time to time.
14.2 Each of the Customer and its Authorised Users irrevocably authorises multifi to obtain reports from any credit reference agency, credit provider, bank or trade referee concerning the Customer and any Authorised User and to supply such credit entities with such personal data and other information about the Customer and any Authorised User as will assist them in providing a credit report on the Customer and any Authorised User. The Customer and each of its Authorised Users irrevocably authorises multifi to disclose any such personal data and other information to the other Transaction Parties if reasonably requested by any of them and also where multifi may be required to disclose the same for any legal reasons.
14.3 To ensure that its Authorised Users are made aware of the provisions of this paragraph 14, the Customer will receive and will promptly provide to each of its Authorised Users a Data Protection Privacy Notice in the form set out on the multifi Platform and available here (Privacy Notice).
The Customer undertakes to indemnify on demand, and to keep indemnified, each Funder, multifi and each Platform Lender, and each of their respective officers, directors, employees, associated parties, and any assignee of multifi’s or a Platform Lender’s rights hereunder (each an “Indemnified Party”) from and against all losses or liabilities (including any direct or indirect consequential losses, loss of profit and loss of reputation, damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees and costs) (“Losses”) which may be suffered or incurred by any Indemnified Party including, without limitation, any Losses arising out of or as a result of entering into and/or performing its obligations under these multifi Services Terms, any breach by the Customer or any of its Authorised Users of any provisions of these multifi Services Terms, any unlawful or unauthorised access to or use of the multifi Platform by the Customer or any of its Authorised Users, the giving of any unauthorised instructions in respect of Transactions, non-compliance with any data protection requirements and the perpetration of any fraud or other wrongful activity through or involving the multifi Platform by the Customer or any of its Authorised Users.
16.1 Subject to paragraph 16.2, neither multifi nor any Platform Lender shall be liable to the Customer or any of its Authorised Users, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these multifi Services Terms, for any Losses arising from any:
16.2 Without prejudice to the generality of paragraph 16.1, neither multifi nor any Platform Lender shall be liable for any:
16.3 The Customer cannot claim back loss from multifi if multifi is unable to perform its obligations under these multifi Services Terms because of causes reasonably beyond its control, including but not limited to:
16.4 Nothing in these multifi Services Terms limits or excludes multifi’s or any Platform Lender’s liability for:
16.5 Subject to the foregoing paragraphs, the aggregate of multifi’s and any Platform Lender’s total liability to the Customer and its Authorised Users, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for the losses arising under or in connection with these multifi Services Terms shall be limited to the aggregate of:
16.6 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these multifi Services Terms.
17.1 The Customer will be liable to multifi and each Platform Lender for any loss or damage suffered by it as a result of:
multifi and any Platform Lender may at any time set off any liability of the Customer to multifi or any Platform Lender against any liability of multifi or any Platform Lender to the Customer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these multifi Services Terms or any Facility Letter. If the liabilities to be set off are expressed in different currencies, multifi or any Platform Lender may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by multifi or any Platform Lender of its rights under this paragraph 18 shall not limit or affect any other rights or remedies available to it under these multifi Services Terms or any Facility Letter or otherwise.
19.1 Every notice, request, demand or other communication between the Parties under or pursuant to these multifi Services Terms and any Facility Letter shall be in writing and delivered through the multifi Platform. If the multifi Platform is unavailable for any reason, each notice, request, demand or other communication under or pursuant to these multifi Services Terms or any Facility Letter shall be delivered in person, by electronic mail or by internationally recognised express courier service and be effective (in the case of personal delivery or internationally recognised express courier service) only upon actual receipt thereof by the recipient, and in the case of electronic mail at the time it was sent, and be sent as follows:
or, in each case, to such other address as one party may from time to time designate to the other Parties upon not less than five (5) Business Days’ notice.
20.1 multifi shall maintain accounts evidencing the amounts owed to it pursuant to any Facility Letter by the Customer, in accordance with its usual practice. Entries in those accounts shall be prima facie evidence of the existence and amount of the Customer’s obligations as recorded in them.
20.2 Any certification or determination by multifi of a rate or amount under the multifi Services Terms or any Facility Letter is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
20.3 Any interest, commission or fee shall accrue on a day-to-day basis, calculated according to the actual number of days elapsed and a year of 365 days.
20.4 The Customer acknowledges that multifi will not provide any tax, legal or investment advice with respect to its Platform Account or the Services. The Customer should seek independent advice in relation to those matters.
21.1 A waiver of any right or remedy under these multifi Services Terms or a Facility Letter, or any consent given under any multifi Services Terms or a Facility Letter, is only effective if given in writing by the waiving or consenting party and shall not be deemed a waiver of any subsequent right or remedy. It only applies to the circumstances in relation to which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.
21.2 A failure by multifi or a Platform Lender to exercise or delay by it in exercising any right or remedy provided under these multifi Services Terms or a Facility Letter or by law shall not constitute a waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute an election to affirm these multifi Services Terms or a Facility Letter. No single or partial exercise of any right or remedy provided under any Finance Document or by law shall prevent or restrict the further exercise of that or any other right or remedy. No election to affirm these multifi Services Terms or a Facility Letter by multifi or a Platform Lender shall be effective unless it is in writing.
21.3 The rights and remedies provided under these multifi Services Terms and a Facility Letter are cumulative and are in addition to, and not exclusive of, any rights and remedies provided by law.
Time shall be of the essence on the part of the Customer in relation to the payment of the Repayment Amount and the time limits within which notifications by the Customer are to be made.
If any provision or paragraph of these multifi Services Terms or any Facility Letter is or becomes invalid or unenforceable in whole or in part for any reason whatever: (a) such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions or paragraphs or part thereof contained in these multifi Services Terms and any Facility Letter and such void or unenforceable provisions or paragraphs shall be deemed to be severable from any other provision or paragraph or part thereof herein contained; and, (b) where such provision or paragraph would be valid or enforceable if some part of it were deleted or if the period, amount or other scope of it were reduced, such provision or paragraph shall apply with such modification as may be necessary to make it valid and enforceable.
The Customer shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as multifi may from time to time require for the purpose of giving multifi the full benefit of and implementing the provisions and spirit of these multifi Services Terms or any Facility Letter.
Subject to the next sentence, no person other than the Parties, their respective successors and assignees and persons being party to a transfer or novation of these multifi Services Terms shall have any right to enforce any term of these multifi Services Terms by virtue of the Contracts (Rights of Third Parties) Act 1999. Any Funder shall be entitled to enforce the rights of multifi against the Customer in accordance with these multifi Services Terms as a permitted third party where such Funder’s rights of enforcement have arisen and become exercisable.
26.1 multifi may from time to time, for any technical, legal, performance or operational reason, make updates to the multifi Platform (but not so as to materially adversely affect the performance of the multifi Platform).
26.2 Before making any material change to the multifi Platform, save where the change is required to be made for legal compliance or is necessary for operational or system security reasons, multifi will notify Customers in writing as soon as is reasonably possible in the circumstances of such changes.
26.3 multifi may make changes to these multifi Services Terms from time to time, without the Customer’s consent, and for any of the following reasons:
26.4 multifi will provide notice of any variation or amendment of these multifi Services Terms to the Customer in writing.
26.5 Any Transaction processed by multifi after notice of any of variation or amendment of these multifi Services Terms has been provided to the Customer will be governed by these multifi Services Terms as so varied or amended.
27.1 The Customer may choose to close its Platform Account by giving not less than three months’ notice prior to the end of the Term, as stipulated in the Facility Letter by contacting multifi in accordance with paragraph 19.1.
27.2 Once a notice has been served in accordance with paragraph 27.1, no further Transactions will be processed by multifi. However, Platform Fees and Interest Charges for any Live Transactions will continue to be collected until closure of the Platform Account.
27.3 A request by the Customer to close its Platform Account pursuant to this paragraph 27 will not take effect until any Live Transactions have been repaid in full.
28.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or Payees of the other Party or the multifi Platform or any Transaction, except:
No party shall use the other party’s confidential information for any purpose other than to perform its obligations under these multifi Services Terms.
29.1 The multifi Services Terms and any Facility Letter, and all non-contractual obligations arising from or in connection with them, shall be governed by, and construed in all respects, in accordance with English law.
29.2 In relation to any legal action or proceedings to enforce any of these multifi Services Terms or a Facility Letter or arising out of or in connection with these multifi Services Terms or a Facility Letter (“proceedings”), the Parties irrevocably submit to the exclusive jurisdiction of the English courts and waive any objection to proceedings in those courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.
29.3 These submissions shall not affect the right of multifi or any Platform Lender to take proceedings in any other jurisdiction nor shall the taking of proceedings in any jurisdiction preclude any party from taking proceedings in any other jurisdiction
In these multifi Services Terms, unless otherwise stated or where the context otherwise requires, the following definitions apply:
In the multifi Services Terms, unless otherwise stated or where the context otherwise requires:
The terms of this Schedule apply to each credit facility provided to the Customer in connection with a Facility Letter (the “Facility Terms”).
In these Facility Terms, unless the context otherwise requires, words and expressions are defined and interpreted in accordance with and have the meanings given to them in the Facility Letter and Schedule 1 to the multifi Services Terms.
In the event of any inconsistencies between the provisions of the Facility Terms and the provisions of the Facility Letter, the provisions of the Facility Letter shall prevail.
3.1 Subject to the Facility Letter and the Facility Terms, the Platform Lender grants to the Customer a sterling facility of a total amount not exceeding the Credit Limit on the terms, and subject to the conditions, of the Facility Letter.
3.2 The Facility may only be utilised in accordance with the Platform Terms.
The Customer may not submit a Transaction Summary and the Platform Lender shall not pay any Transaction Amount to any Payee or, as appropriate, to the Customer, until multifi is satisfied that each of the Conditions Precedent in Appendix 1 to these Facility Terms and any additional conditions which multifi may stipulate in respect of the Customer and/or any Transaction, have been provided or otherwise satisfied in form and substance satisfactory to multifi.
5.1 The Customer’s Credit Limit is set out in the Facility Letter. The Customer is only permitted to submit a Proposed Transaction which does not exceed the then available Credit Headroom.
5.2 The Credit Limit may be unilaterally varied by multifi from time to time in its sole discretion, and the then applicable Credit Limit shall be stated on the multifi Platform. However, multifi may not reduce the Credit Limit below such figure as would represent the then aggregate total value of Live Transactions and Pending Transactions.
6.1 The Customer shall repay each Loan drawdown, in the number of Instalments and on each of the Instalment Dates set out in the relevant Transaction Summary and the related Transaction Confirmation Notice and in any event, shall repay the Repayment Amount, in full, on or prior to the applicable Maturity Date, in accordance with the multifi Services Terms.
6.2 If the Customer has not paid the Repayment Amount to the relevant Platform Lender prior to the Maturity Date for that Transaction, multifi may debit the Customer’s E-Money Current Account in the amount of the Repayment Amount on the Maturity Date. If such debit is unable to be made on the relevant Maturity Date due to insufficient credit in such account, the Customer shall pay interest on the outstanding Repayment Amount (an “Overdue Amount”) for the period commencing on the Maturity Date and ending on the date the Platform Lender receives payment of the outstanding Repayment Amount.
6.3 The rate of interest applicable to any Overdue Amount is set out in the Facility Letter (the “Default Fee”).
7.1 If it becomes unlawful for the Platform Lender or multifi to perform any of their respective obligations as contemplated by the multifi Services Terms or the Facility Letter, or for any Repayment Amount to remain outstanding, multifi shall notify the Customer and may require all outstanding amounts payable by the Customer under the Facility to be immediately prepaid.
7.2 The Customer shall repay the Loans made to it on the next Instalment Date or, if earlier, the date specified by multifi in the notice delivered to the Customer (being no earlier than the last day of any applicable grace period permitted by law) in accordance with paragraph 7.1 and the Facility shall be permanently cancelled in the amount repaid.
On every date on which it submits any Transaction Request Authorisation or Proposed Transaction or has a Live Transaction in connection with the Facility, the Customer represents and warrants to multifi and the relevant Platform Lender that:
It is a limited liability company, duly incorporated and validly existing under the law of its jurisdiction of incorporation.
The entry into and performance by it of, and the transactions contemplated by, the Facility Letter and the Facility Terms do not and will not contravene or conflict with:
The obligations expressed to be assumed by it in the Facility Terms constitute the legal, valid, binding and subject to equitable principles and the application of mandatory insolvency laws, enforceable obligations of the Customer.
No action or administrative proceeding of or before any court, governmental agency or arbitrator has been started or threatened which could reasonably be expected to have a material adverse effect on the Customer’s business or financial condition.
All information provided by the Customer to multifi for the purposes of or in connection with the Facility Terms or any Transaction is true and accurate in every material respect.
It is not required under the law of its jurisdiction of incorporation to make any deduction for or on account of tax from any payment it may make under the Facility Terms and each Transaction to which it is a party.
Its payment obligations under the Facility Terms and each Transaction to which it is a party rank at least equally, in point of priority, with the claims of all its other unsecured and unsubordinated creditors.
8.8.1 The choice of English law as the governing law of the Facility Terms and any Transaction to which it is a party will be recognised and enforced in its jurisdiction of incorporation.
8.8.2 Any judgment obtained in the courts of England and Wales in relation to the Facility Terms and each Transaction to which the Customer is a party will be recognised and enforced in its jurisdiction of incorporation.
8.9.1 The subject matter of each Underlying Contract and/or the subject of a Transaction will not involve or relate to the supply or provision of any goods or services that are deemed to be outside of the normal course of the Customer’s business by multifi or Platform Lender.
8.9.2 No person who constitutes a PEP is a director or officer of the Customer or a shareholder or other person beneficially interested in the Customer.
8.9.3 The Customer and any Payee are not Associated Parties.
8.9.4 There is no Live Transaction for which a Repayment to multifi from the Customer is overdue.
8.9.5 The Customer has not failed to pay by the due date specified in any other invoice(s) from the Payee the amount(s) due to that Payee.
8.10.1 No Default is continuing or might reasonably be expected to result from the making of a Proposed Transaction.
8.10.2 No other event or circumstance is outstanding which constitutes a default or termination event under any other agreement or instrument which is binding on it or to which any of its assets is subject which has or is likely to have a Material Adverse Effect.
For so long as the Facility Terms remain in place between the Parties, the Customer covenants with multifi that:
The Customer shall promptly provide:
9.1.3 The Customer must promptly notify multifi if it receives any notice of assignment of any debt the subject of a Payee’s Invoice.
The Customer shall promptly notify multifi of any Default Event (and the steps, if any, being taken to remedy it) promptly on becoming aware of the occurrence of any such event.
9.3.1 The Customer shall not make any substantial change to the general nature or scope of its business as carried on at the date of the Facility Letter.
9.3.2 The Customer shall not make any payment in respect of any Principal Loan.
Each of the events or circumstances set out in this paragraph 10 is a Default Event:
The Customer’s E-Money Current Account has insufficient funds to account for:
The Customer does not pay any other amount owing or outstanding pursuant to the Facility Terms or the multifi Services Terms to multifi by the date stipulated by multifi for payment of the same.
10.3 The Customer is unable or admits its inability to pay its debts as they fall due.
10.4 The value of the assets of the Customer is less than its liabilities.
10.5 A moratorium is declared in respect of any indebtedness of the Customer.
10.6 The Customer or any other person applies to a court for an administration order in respect of the Customer.
10.7 Any corporate action, legal proceedings or other procedure or step is taken in relation to the winding-up, dissolution, administration or reorganisation of the Customer.
10.8 Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Customer.
10.9 There occurs in relation to Customer any event or analogous procedure or step in any jurisdiction which corresponds with any of those mentioned in paragraphs 10.3 to 10.8 above.
10.10 There occurs in relation to the Payee any event or analogous procedure or step in any jurisdiction which corresponds with any of those mentioned in paragraphs 10.3 to 10.8 above.
The Customer does not comply with any provision of the Facility Terms or any of the other multifi Services Terms.
10.12 No Default Event under paragraph 10.11 will occur if the failure to comply is in the sole opinion of multifi capable of remedy and is remedied within 7 Business Days.
10.14 Any representation or statement made or deemed to be made by the Customer in the Facility Terms or the Application is or proves to have been incorrect or misleading in any material respect when made.
10.15 No Default Event under paragraph 10.14 will occur if the circumstances giving rise to the misrepresentation are in the opinion of multifi capable of remedy and are remedied within 7 Business Days.
10.16 It is or becomes unlawful for the Customer to perform any of its obligations under the Facility Terms or a Transaction.
10.17 Any obligation of the Customer under the Facility Terms or a Transaction is not or ceases to be legal, valid, binding and enforceable or effective.
There is a Change of Control.
11.1 Following the occurrence of a Default Event, multifi may declare that the Customer’s rights under the Facility Terms or the multifi Services Terms shall cease and, on the making of such a declaration, all Repayments then outstanding under all Transaction Agreements shall become immediately due and payable.
11.2 In addition to all Repayments the Customer shall pay to multifi a Default Fee in respect of any Overdue Payment and all multifi’s legal and other professional costs and fees (on a full indemnity basis) incurred in respect of or in connection with the Default Event.
The Customer may not assign or otherwise transfer or dispose of any part of its rights or obligations under the Facility Terms to a third party. Either of multifi and the Platform Lender may assign or transfer its rights and obligations hereunder at any time and from time to time to a third party and the Customer is hereby given notice that all of multifi’s right, title and interest (present and future) in and to these Facility Terms may be assigned by way of security to the Funder or any similar provider of debt funding to multifi.
multifi shall not pay any Transaction Amount to any Payee until multifi is satisfied that each of the following items in respect of the Customer and/or any Transaction have been provided or otherwise satisfied in form and substance satisfactory to multifi:
1. multifi will, as agent for Modulr FS Limited (“Modulr”), provide Customers with access to an Business Account hosted by Modulr enabling Customers to store electronic money issued by Modulr (the “E-Business Account” and “E-Money” respectively), accessed through its Platform Account, and may facilitate sterling and non-sterling payment services enabling Customers to send and receive electronic money, and use electronic money to pay its Payees, via the multifi Platform.
2. The E-Money & Associated Payment Services are regulated by the UK Financial Conduct Authority (“FCA”) and are provided by multifi as a Distributor (as defined in the Electronic Money Regulations 2011) of Modulr. Modulr is an electronic money institution authorised by the FCA (firm reference number 900573). As a distributor, multifi can distribute or redeem E-Money issued by Modulr, (but cannot provide any payment services).
3. The E-Money the Customers holds in its E-Money Wallet:
4. The Customer agrees to be bound by Modulr’s Terms of Use from time to time, found here. To learn about how Modulr keeps your money safe click here.
multifi GDPR and direct marketing statement
Based on the ICO Direct Marketing Code of Practice, multifi can legitimately use company information ie. email addresses and postal addresses for promotional purposes under the ‘legitimate interest’ clause of GDPR, provided certain conditions are met:
Data Sharing with Third Parties
We may share your data with selected third-party partners and service providers to provide you with our full range of services and ensure that we meet your business needs. This will include, but is not limited to, sharing your data with:
Service Providers: For example, we use Cashflows to white label our Payment Processing, and in such cases, customer details may be shared with their customer service team to facilitate transactions or provide support.
All third-party providers are carefully vetted to ensure they adhere to the highest data protection and privacy standards. We will only share your data with third parties with a legitimate business need and agree to protect your data in compliance with GDPR and other applicable data protection laws.
Legal Basis for Data Sharing
The legal basis for sharing your data with third parties includes:
For more information on how we process your personal data, please refer to our full privacy policy.
These steps ensure that multifi’s approach respects individual rights while also allowing for legitimate business marketing under GDPR.
