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Services terms

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, trading as multifi (“multifi“) and the Customer described as such in the Customer’s Application.

 

BACKGROUND

multifi 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.

 

Definitions and Interpretation

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 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.

 

THE PLATFORM TERMS

  • ACCEPTANCE
    • The Platform Terms are deemed accepted by the Customer once the Customer countersigns the Facility Letter.
    • 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.
    • 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.

  • CUSTOMER CRITERIA AND DUE DILIGENCE
    • 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.
    • 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.
    • 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.
    • 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.

  • Grant of a platform Account
  • 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.

  • Access to the multifi Platform
    • multifi will provide Authorised Users with a means by which to register 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 Details 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.
    • 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.
    • 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.
    • 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.
    • The Customer will promptly inform multifi if:
      • any Authorised User is no longer authorised to use to the multifi Platform or, if relevant, give instructions with respect to Proposed Transactions and Transactions; and
      • it suspects a security breach has occurred in relation to its Authorised Users’ Security Credentials.
    • multifi may suspend a Customer’s Platform Account if the Customer:
      • becomes resident for tax purposes in any other jurisdiction other than the United Kingdom;
      • becomes a government agency or other public body or is controlled by a government agency or other public body;
      • violates (or assist any other person in violating) any applicable law, statute, ordinance, or regulation;
      • intentionally tries to defraud (or assist in the defrauding of) multifi or any other Transaction Party;
      • provides false, inaccurate, or misleading information in its Application, in a Transaction or any other document provided by the Customer in connection with the multifi Platform and related services or does not update such information when requested to do so;
      • partakes in any transaction (whether directly or indirectly) involving the proceeds of illegal activity;
      • transmits or upload any virus, worm, or other malicious software or program to the multifi Platform;
      • attempts to gain unauthorised access to other multifi Platform Accounts, the multifi Platform, or any related networks or systems; or
      • breaches any provision of these multifi Services Terms.
    • 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.
    • The Platform Lender may charge a fee for provision of the facility. The amount of such fee is set out in the 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.
    • 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.
    • 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 notice’s provisions from time to time in force in respect of the Facility or as otherwise determined by multifi.
    • 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.

  • MULTIFI PRODUCTS
    • multifi may provide and facilitate a number of services for Customers, including:
      • access to a credit facility provided by a Platform Lender, on the terms set out in the Facility Letter (incorporating the Facility Terms) (the “Facility“);
      • access to an electronic money (e-money) Business Account accessed through its Platform Account and access to certain payment services enabling Customers to make payments to Payees in both sterling and non-sterling currencies (“E-Money & Associated Payment Services“).
    • multifi may offer additional services from time to time, the terms of which would be set out in a schedule to these multifi Service Terms.

 

Credit Facility

  • multifi may arrange, via the multifi Platform, for a Platform Lender to provide a Facility to the Customer, documented in a Facility Letter.
  • 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.

 

E-Money Services & Associated Payment Services

  • 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 Business Account.
  • Additionally, 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 Details provided by the Customer to multifi.
  • The Customer agrees to be bound by the E-Money & Associated Payment Services Terms set out in Schedule 3 to these multifi Services Terms.

  • PLATFORM AND TRANSACTION FEES
    • The multifi Platform will affect the transfer of funds from the Customer’s Business Account to the Platform Lender to cover the Platform Fee charged for the use of the Facility or the use of its Platform Account on a monthly basis, as set out in the Facility Letter.
    • The Platform Lender will charge Transaction Fees to the Customer based upon utilisation of the Facility, as set out in the Facility Letter. multifi will notify the Customer of the Transaction Fee due in relation to the previous month on the first day of each month. The Transaction Fee is calculated by applying the daily interest rate to the aggregate amount of live transactions outstanding at midnight each day during the previous month and will be collected automatically from the Customer’s Business Account provided by multifi on the Fee Collection Day.

  • INITIATING A TRANSACTION
    • An Authorised User may create a Proposed Transaction by completing a Transaction Summary on the multifi Platform using their Security Credentials.
    • An Authorised User may then submit an Approval Request to the Customer Administrators and Customer Signatories. Upon submission of an Approval Request by an Authorised User, multifi will notify all Customer Administrators and Customer Signatories by email that there is a Transaction Authorisation on the multifi Platform awaiting their review.
    • Completion of a Transaction 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 Transaction Fee.

  • DECISION BY MULTIFI ON RECEIVING A CUSTOMER TRANSACTION AUTHORISATION

 

 

Approval – Funded Transaction

  • If the Customer has a Facility, sufficient Credit Headroom and multifi (in its sole discretion) approves the Customer’s Transaction Authorisation, the Platform Lender will make a payment equal to the Transaction Amount to the Business 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 Payment Confirmation Notice which confirms the terms of the Transaction Agreement.

 

Rejection 

  • If, in relation to any Transaction 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 Authorisation shall, with immediate effect, be cancelled and no Transaction Agreement shall be created.
  • multifi may issue a Transaction Declined Notice for any one or more of the following reasons:
    • there is a reduction in the Customer’s Credit Limit;
    • there is a suspected fraud by the Customer, any Payee or any other person;
    • a Default Event has occurred or multifi considers in good faith that a Default Event might have occurred or might be likely to occur;
    • the Customer and any Payee are Associated Parties;
    • the Customer is a government agency or other public body or is controlled by a government agency or other public body;
    • there is a Live Transaction which has not been settled by the Maximum Term Date; or
    • any other reason which multifi in its absolute discretion considers to have a material, adverse effect on its assessment of a Proposed Transaction,

and no claim may be made by the Customer or any other person against multifi for declining a Transaction Authorisation for any reason. multifi is not obliged to provide an explanation for declining a Proposed Transaction.

Returned Transaction Payment  

  • If a Transaction Payment is returned, by a Payee, their bank, or any intermediary bank, The Platform Lender reserves the right to be reimbursed, by the Customer, for any costs and fees incurred for the returned Transaction Payment, if it is deemed the return of the Transaction Payment was a direct result of an error made by the Customer.

  • EFFECT OF A TRANSACTION AGREEMENT
    • 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.
    • 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 all other (accrued but unpaid) fees.

  • MECHANICS AND OTHER PROVISIONS CONCERNING PAYMENTS BY THE CUSTOMER
    • multifi shall, on the first day of the month, calculate all Transaction Fees and Platform Fees and, if applicable, Default Fees incurred by the Customer in the prior month. These fees shall be collected automatically from the Customer’sBusiness Account, provided by multifi, on the Fee Collection Day, and paid to the Platform Lender.
    • 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 Maximum Term Date by submitting a Repayment Request, via the multifi Platform.
    • If the Repayment Amount has not been paid prior to the Maximum Term Date, it shall become due and payable on the Maximum Term Date, and multifi shall debit the Repayment Amount from the Customer’s Business Account.
    • 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.
    • The Exchange Rate used to calculate the Repayment Amount, set by multifi in a Transaction Summary will not change between the Payment Date and the Repayment Date irrespective of any currency fluctuations during that time.
    • 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.
    • 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.
    • The multifi Platform operates on a 24 hour, 7 days a week, 365 days a year basis and any amount due under the Facility Terms is collected from the Customer’s Business Account on the day that it falls due.

  • Disclaimer
    • 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:
      • description, satisfactory condition, fitness for any use or purpose or value; and
      • any obligation, liability, right, claim or remedy in tort for loss or damage.
    • Representations and Warranties

On the date of the Customer’s Application and on every date on which it submits any Transaction Authorisation or has a Live Transaction, the Customer represents and warrants that:

                 Status 

  • 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.


Power and Authority

  • 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 Authorisations.

 

Insolvency

  • 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.

 

Information

  • 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.

  • COVENANTS

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:

  • The Customer shall promptly supply to multifi:
    • any financial information regarding the Customer’s business, operations and financial condition as multifi may reasonably require from time to time (failure to provide any such financial information, or if the financial information provided is not, in multifi’s sole discretion, satisfactory, may result in the suspension of the Customer’s Platform Account);
    • all documents dispatched by the Customer to its shareholders (or any class of them), or its creditors generally, at the same time as they are dispatched;
    • details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Customer or any of its directors as soon as it becomes aware of them and which might, if adversely determined, have a Material Adverse Effect;
    • on its request such information as multifi may require from time to time for the purposes of complying with anti-money laundering checks and procedures; and
    • complete and accurate management information on a monthly basis within 45 days of the end of the relevant month and full annual accounts within 9 months of the end of the relevant financial period, unless otherwise agreed by multifi in writing.
  • The Customer shall promptly notify multifi:
    • of any change to its Customer Administrators and shall provide a copy of the minutes of a board meeting of the Customer certified by a director of the Customer confirming the authority and appointment of the new Customer Administrator and whether or not each is a Principal; and
    • if any person who is or may constitute a PEP becomes a director or officer of the Customer or a shareholder or other person beneficially interested in the Customer.
  • 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.

  • Data Protection
    • 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.
    • 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.
    • 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

  • Indemnity

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.

  • Limitation of liability
    • Subject to paragraph 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:
      • disruption to or unavailability at any time of the multifi Platform; or
      • incapacity, default or other failure on the part of any of the Transaction Parties.
    • Without prejudice to the generality of paragraph 1, neither multifi nor any Platform Lender shall be liable for any:
      • loss of profits, opportunity or anticipated business, loss of sales or business, loss of agreements or contracts;
      • loss of anticipated savings;
      • indirect or consequential loss or loss of reputation; or
      • loss where the Customer or its Authorised Users have acted fraudulently or with gross negligence or has provided incorrect or insufficient information to multifi.
    • The Customer cannot claim back loss from multifi if multifi is unable to perform its obligations under these multifi Service Terms because of causes reasonably beyond its control, including but not limited to:
      • acts of god, nature, court or government;
      • failure or interruption in public or private telecommunication networks, communication channels, information systems or utilities;
      • acts or omissions of acts of a party for whom multifi is not responsible (including any of multifi’ partners or their services);
      • delay, failure, or interruption in, or unavailability of, third party services and sites;
      • strikes, lock-outs, labour disputes, wars, terrorist acts, riots and unrest; and/or
      • viruses, malwares, other malicious computer codes or the hacking of multifi’ systems.
    • Nothing in these multifi Services Terms limits or excludes multifi’s or any Platform Lender’s liability for:
      • death or personal injury caused by its negligence;
      • fraud or fraudulent misrepresentation by multifi; or
      • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
    • 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:
      • 100% of the Transaction Amount(s) in question; and
      • in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, the equivalent of the Transaction Fee(s) paid by the Customer in that period.
    • 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.

  • CUSTOMER LIABILITY
    • The Customer will be liable to multifi and each Platform Lender for any loss or damage suffered by it as a result of:
      • any breach by the Customer of these multifi Services Terms, the Facility Letter or any Transaction Agreement;
      • any negligence or wilful default by the Customer;
      • any fraudulent use by the Customer of the multifi Platform; and
      • any and all misuse of the Customer’s Platform Account or the multifi Platform.

    • SET-OFF

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 shall not limit or affect any other rights or remedies available to it under these multifi Services Terms or any Facility Letter or otherwise.

  • NOTICES
    • 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:
  • to the Customer, at the correspondence address detailed in the Customer Application.
  • to multifi and any Platform Lender, at:

Address: multifi, Windsor House, Bayshill Road, Cheltenham, Gloucestershire, GL50 3AT

Attention: The Directors

Email:      info@multifi.co.uk.

Tel:         +44 (0) 03332 021715

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.

  • MISCELLANEOUS
    • 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.
    • Any certification or determination by multifi of a rate or amount under the multifi Service Terms or any Facility Letter is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
    • 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.
    • 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.

  • WAIVERS AND CONSENTS
  • A waiver of any right or remedy under these multifi Service Terms or a Facility Letter, or any consent given under any multifi Service 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.
  • A failure by multifi or a Platform Lender to exercise or delay by it in exercising any right or remedy provided under these multifi Service 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 Service 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 Service Terms or a Facility Letter by multifi or a Platform Lender shall be effective unless it is in writing.
  • 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 IS OF THE ESSENCE

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.

  • INVALIDITY

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.

  • FURTHER ASSURANCE

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.

  • THIRD PARTY RIGHTS

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.

  • VARIATIONS
  • 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).
  • 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.
  • 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:
  • to make these multifi Services Terms clearer or easier to understand;
  • to make changes which benefit the Customer or do not disadvantage the Customer;
  • to make changes to the products or services offered by multifi to the Customer, to introduce new products or services or to withdraw products or services multifi will no longer offer;
  • to change existing products or services because of changes to technology, systems, processes or our business policies or procedures; or
  • to reflect changes in law, regulation, industry guidance or a decision of a court or by a regulator or ombudsman.
  • multifi will provide notice of any variation or amendment of these multifi Services Terms to the Customer in writing.
  • 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.

  • TERMINATION BY THE CUSTOMER OR TERMINATION BY MULTIFI
    • The Customer may choose to close its Platform Account at any time on not less than three months’ notice after the Minimum Term stipulated in the Facility Letter by contacting multifi in accordance with paragraph 1.
    • multifi may choose to close the customer’s platform account at any time on not less than 3 months’ notice by contacting the customer in writing – in accordance with paragraph 20.1.
    • Once a notice has been served in accordance with paragraph 1, no further Transactions will be processed by multifi. However, Platform Fees and Transaction Fees for any Live Transactions will continue to be collected until closure of the Platform Account.
    • A request by the Customer to close its Platform Account pursuant to this paragraph 28 will not take effect until any Live Transactions have been repaid in full.

  • Confidentiality
  • 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:
  • to its employees, officers, representatives, advisers or to any of the Transaction Parties who need to know such information for the purposes of carrying out the party’s obligations under these multifi Services Terms and any Facility Letter;
  • as may be required by law, a court of competent jurisdiction or any Regulator; and
  • by multifi or any Platform Lender to its insurers, introducers, brokers and other selected parties to whom multifi or any Platform Lender, each in its absolute discretion, deems necessary or desirable for the purposes of these multifi Services Terms or any Facility Letter (as applicable) including enforcement of multifi’s or a Platform Lender’s rights under it.

No party shall use the other party’s confidential information for any purpose other than to perform its obligations under these multifi Services Terms.

  • Governing Law and Jurisdiction
    • 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.
    • 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.
    • 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.

 

Schedule 1

Definitions and Interpretation

Part A – Definitions

Application

means the submission of documentation by the Customer to multifi as detailed in the Application Information List, as required by multifi to assess the applicant’s suitability to be granted a Platform Account to access the multifi Platform.

Application Information List

means the list provided to the Customer by multifi (via email, hard copy or verbally) listing the know your client and anti-money laundering documentation and other information required by multifi in order for multifi to perform due diligence and assess the suitability of the applicant to hold a Platform Account on the multifi Platform. 

Approval Request

means the submission of a Transaction Summary by an Authorised User to the Customer Administrator and Customer Signatories for approval.

Associated Parties

includes any company or other entity directly or indirectly controlled by the Customer or which controls the Customer directly or indirectly or is controlled directly or indirectly by the same company as controls the Customer or which directly or indirectly has any shareholding in the Customer or in which the Customer directly or indirectly has a shareholding. For the avoidance of doubt, “control(led)(s)” in this context shall be construed as being any shareholding over 25% or the exercise of any control or influence over management or the management of another part of the same group as the company or other entity. In addition Associated Parties includes any Related Persons and/or any company with director(s) and/or controlling shareholder(s) who are Related Persons or any other person which, in the absolute discretion of multifi is considered to be an Associated Party. The decision of multifi in this matter is, in the absence of manifest error, final.

Authorised User

means any or all of the Customer Administrators, Customer Signatories and Customer Users.

Business Day

means a day (other than a Saturday, Sunday or public holiday) on which banks are open for business in the UK.

Change of Control

means any person or group of persons acting in concert who gains direct or indirect control of the Customer. For the purposes of this definition, “control” means (a) the power (i) to cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Customer; or (ii) to appoint or remove all, or the majority, of the directors or other equivalent officers of the Customer; or (iii) to give directions with respect to the operating and financial policies of the Customer with which the directors or other equivalent officers of the same are obliged to comply and/or (b) the holding beneficially of more than 50% of the issued share capital of the Customer.

Credit Headroom

means, at any time, the amount of credit available for Transactions, calculated as the difference between the Customer’s Credit Limit and the sum of the total value of the Customer’s Live Transactions and Pending Transactions displayed in GBP on the multifi Platform.

Credit Limit

means the total amount of credit allocated to the Customer by multifi in a Facility Letter, as amended from time to time, as displayed in GBP on the multifi Platform.

Customer

means the person described as such in the relevant Application and/or Facility Letter.

Customer Administrator

means a director of the Customer named on the Application as a ‘Customer Administrator’ or designated by the board of directors of the Customer as a ‘Customer Administrator’ from time to time, being a person duly authorised by the Customer to perform the functions of a Customer Signatory and to appoint additional Customer Signatories.

Customer Signatory

means a person duly authorised by a Customer Administrator to:

(a)      submit a Proposed Transaction;

(b)      submit an Approval Request; and

(c)       submit a Transaction Authorisation.

Customer User

means any additional users of the multifi Platform as designated by a Customer Administrator or Customer Signatory who have been granted permissions for access to the multifi Platform and may also be authorised to submit a Proposed Transaction and/or submit an Approval Request.

Default Event

means any event, action, step or circumstance specified in paragraph 9 of the Facility Terms.

Default Fee

has the meaning given to it in the Facility Letter.

Business Account

means the Business Account referred to in the E-Money & Associated Payment Serices Terms. 

E-Money & Associated Payment Services Terms

means the terms and conditions contained in Schedule 3 which govern the E-Money and Associated Payment Services.

Exchange Rate

means the rate at which GBP amounts are converted to another currency as displayed from time to time on the multifi Platform.

Facility

has the meaning given to it in the Facility Letter.

Facility Letter

means the letter from multifi and a Platform Lender to the Customer in which the Platform Lender confirms that it is prepared to make a credit facility available to the Customer as accepted by the Customer by countersigning the letter.

Facility Terms

means the terms and conditions which govern the relationship between the Parties with respect to the Facility set out in Schedule 2 and forming part of the Facility Letter.

Fee Collections Day

means the 8th day of the month or shortly thereafter.

Funded Transaction

means a Transaction for which a Facility will be utilised.

Funder

means a financial institution or other provider(s) of finance from whom multifi or a Platform Lender obtains funds to finance Transactions.

GBP

means the lawful currency of the United Kingdom.

GMT

means Greenwich Mean Time.

Goods

means the goods supplied or due to be supplied by the Payee to the Customer pursuant to an Underlying Contract.

Insolvency Event

means any of the events, processes, actions, steps or circumstances described in paragraphs 9.2 to 9.9 of the Facility Terms.

Introducer

means any person who introduces the Customer to multifi.

multifi Platform

means the secure online platform made available to the Customer at www.multifi.co.uk/login on which Transactions can be processed, and which enables the Customer acting by and through its Authorised Users to view other information relating to its Platform Account.

Live Transaction

means a Transaction for which there is an outstanding Repayment due from the Customer to a Platform Lender.

Losses

has the meaning given to that term in paragraph 15 of the Platform Terms.

Material Adverse Effect

means any event or circumstance which, in the sole opinion of multifi:

(a)      is likely to materially and adversely affect the Customer’s ability to perform or otherwise comply with all or any of its obligations under the multifi Services Terms or the Facility Terms; or

(b)       is likely to materially and adversely affect the business, operations, property, condition (financial or otherwise) or prospects of the Customer; or

(c)       is likely to result in any of the multifi Services Terms, Facility Terms or associated documents not being legal, valid and binding on, and enforceable in accordance with their terms against the Customer.

Maximum Term Date

means the date falling 120 days after the relevant Payment Date.

Overdue Payment

means all or any part of a Repayment which has not been paid by the Customer to a Platform Lender by the relevant Repayment Date or any other payment due from the Customer to multifi or a Platform Lender pursuant to the multifi Services Terms, which has not been paid when due including all Repayments then outstanding which become immediately due and payable in accordance with the Facility Terms.

Parties

means multifi, a Platform Lender (if applicable) and the Customer.

Password

means the secure and confidential password of each Authorised User required to log in to the multifi Platform.

Payee

means the person as supplier or seller of goods and/or services to the Customer to whom multifi makes a payment pursuant to a Transaction.

Payee’s Invoice

means the invoice or invoices or statement of multiple invoices received by the Customer from a Payee for Goods and/or Services which the Transaction will settle.

Payment Confirmation Notice

means the notice sent to Authorised Users via email and posted on the multifi Platform confirming that multifi has remitted funds to a Payee pursuant to an Underlying Contract and detailing the Payment Date, the Repayment Date (with respect to a Funded Transaction) and other details relating to the relevant Transaction.

Payment Currency

means the currency in which a payment is made or to be made to the Payee by multifi.

Payment Date

means the date on which multifi pays the Payee as specified in the Payment Confirmation Notice.

Payments Provider

means the payments provider referred to in Schedule 3 to the multifi Services Terms.

Pending Transaction

means a Proposed Transaction in respect of which an Approval Request has been submitted (whether such Approval Request has been approved by the relevant Authorised Users) for which multifi has not paid the Transaction Amount.

PEP

 

 

 

 

 

 

 

 

 

means a person who is a politically exposed person falling into any of the following categories:

·            Heads of State, Heads of Government, Ministers and deputy or assistant Ministers;

·            members of Parliament;

·            members of any court or of other high level judicial body;

·            members of the boards of central banks;

·            ambassadors, Chargés d’Affaires and high ranking officers in the Armed Forces;

·            members of the administrative, management or supervisory bodies of state owned enterprises;

·            members of national or local government, county or local councils, quasi autonomous governmental bodies and any other body, association or entity which is wholly or partly government funded;

·            any spouse, partner, parent or child of any of the above; or

·            any known close associate of any of the above being any person with whom any joint beneficial ownership of a legal entity or legal arrangement is held, with whom there are close business relationships or who is a sole beneficial owner of a legal entity or arrangement set up by any of the above.

Platform Account

means a Customer identity and profile on the multifi Platform.

Platform Fee

means the fee payable to multifi by the Customer in respect of its Platform Account, set out in the Facility Letter.

Platform Lender

in respect of a Facility, has the meaning given to such term in the relevant Facility Letter, or any other lender that may be onboarded by multifi as a platform lender from time to time that provides credit to a Customer.

Platform Terms

means the terms and conditions of the multifi Platform set out in the main section of the multifi Services Terms.

Principal

means a Person with Significant Control (as defined by The Small Business, Enterprise and Employment Act 2015) of the Customer meaning a person who:

·            holds, directly or indirectly, more than 25% of the shares and/or voting rights in the Customer;

·            holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the Customer;

·            has a right to exercise, or actually exercising, significant influence or control over the Customer; or

·            has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which if an individual would meet any of the foregoing conditions.

Principal Loans

means any loan, advance or other facility provided by or on behalf of a Principal (whether directly or indirectly) to the Customer (including any advance, loan or other facility made by a Principal to another person and advanced in whole or in part to the Customer).

Product Terms

means the Facility Terms, the E-Money Terms, the Payment Terms, and any other terms added to the multifi Services Terms, in each case as amended from time to time.

Proposed Transaction

means any Transaction for which a Transaction Summary has been submitted but is not yet a Live Transaction.

Regulator

means the Financial Conduct Authority and any other applicable governmental or regulatory authority or body.

Related Person(s)

means in relation to any person, any person closely related, either by birth or marriage, to any director(s) or controlling shareholder(s) of the Customer. For the avoidance of doubt, this includes parents, grandparents, siblings, issue (regardless of generation), spouses, civil partners, in-laws or any other person who, in the absolute discretion of multifi is considered to be a Related Person. The decision of multifi in this matter is, in the absence of manifest error, final.

Repayment

means the settlement of the Repayment Amount to the Platform Lender.

Repayment Amount

means the amount repayable to the Platform Lender in relation to a Transaction, being the Transaction Amount for GBP transactions and for FX transactions being the amount equivalent to the Transaction Amount converted using the exchange rate quoted at Transaction initiation.

Repayment Date

means the date the Repayment Amount is paid to the Platform Lender, which shall not be later than the Maximum Term Date.

Repayment Request

means a request by the requisite number of Customer Administrators and Customer Signatories for multifi to debit the Repayment Amount relating to a Transaction in accordance with paragraph 10 of the Platform Terms.

Security Credentials

means the multi-factor authentication required to access a Platform Account, including Username, Password and/or and one time passcode.

Services

means the services provided or due to be provided by the Payee to the Customer pursuant to an Underlying Contract.

Specified Contingencies

means:

(a)            any unavailability of the Goods and/or the Services for any reason, including, but not limited to, any lack or invalidity of title or any actual or purported other defect in the title, merchantability, satisfactory condition, fitness for any purpose, or any other condition;

(b)            any matter connected with an Underlying Contract including, without limitation, any failure to supply any manuals, drawings, warranties, specifications or other documents or to provide any maintenance or other services relating to the Underlying Contract or the Goods or Services supplied or provided pursuant to such Underlying Contract;

(c)            any set-off, counterclaim, recoupment, defence, suspension or other rights which the Customer may have against the Payee or any other person;

(d)            the occurrence of any Insolvency Event in respect of the Customer or the Payee; or

(e)            any lack of due authorisation of, or other defect in, any of the Facility Terms or any Transaction.

Transaction

means a payment to a Payee made by multifi or a Platform Lender.

Transaction Agreement

means the Customer’s irrevocable agreement to pay the Repayment Amount on the terms set out in the Transaction Authorisation and confirmed in the relevant Payment Confirmation Notice and on the multifi Platform.

Transaction Amount

means the amount requested by the Customer to be paid by the Platform Lender to the Payee.

Transaction Authorisation

means a request by the requisite number of Customer Administrators and Customer Signatories for multifi to proceed with a Proposed Transaction.

Transaction Declined Notice

means a notification provided by multifi via the multifi Platform and/or via email that a Proposed Transaction has been declined by multifi and that the payment relating to the Proposed Transaction will not proceed.

Transaction Details

means the following information pertaining to a Transaction provided by the Customer through the multifi Platform: the Payee’s name and bank details, the Transaction Amount and currency.

Transaction Fee

means the monthly fee payable to a Platform Lender by the Customer in respect of the aggregate amount of Live Transactions as per the Facility Letter

Transaction Parties

means collectively the Customer, a Funder, an Introducer, the Payments Provider and any person providing the E-Money Services and “Transaction Party” shall be construed accordingly.

Transaction Summary

means the summary of a Proposed Transaction as completed by an Authorised User on the multifi Platform, containing details of such Proposed Transaction.

Underlying Contract

means the contract for Goods and/or Services made between the Customer and a Payee which the Customer wants multifi to settle by means of a Transaction.

Unfunded Transaction

means a Transaction for which a Facility will not be utilised.

Username

means the secure and confidential user name required by each Authorised User to log in to the multifi Platform.


Part B – Interpretation

In the multifi Services Terms, unless otherwise stated or where the context otherwise requires:

  1. A provision of law is a reference to that provision as amended, supplemented, varied, applied, extended, re-enacted, replaced or restated and includes any subordinate legislation.
  2. Words in the singular shall include the plural and vice versa and any one gender shall include all genders.
  3. A time of day is a reference to time in GMT.
  4. References to paragraphs and Schedules are to be construed as references to the paragraphs of and Schedules to the multifi Services Terms.
  5. The headings in the multifi Services Terms are for convenience only and shall not affect the construction of the multifi Services Terms.
  6. Any reference to a person shall include any firm, body corporate, company, government, state or agency of a state, any association or partnership (whether or not having separate legal personality) and any natural person or any two or more of the foregoing.
  7. Any reference to a party shall include that party’s successors, permitted assigns and permitted transferees and the multifi Services Terms shall be binding on, and ensure to the benefit of, the parties to them and their respective successors, permitted assigns and permitted transferees;
  8. Any reference to any deed, instrument or document (including, without limitation, any of the multifi Services Terms, Product Terms or Facility Letter) shall be a reference to such deed, instrument or document as the same is amended, varied, updated, supplemented and/or novated from time to time.
  9. Any obligation to commit or not to commit any act or thing shall be deemed to include a like obligation to procure or not to permit any such act or thing.
  1. Any reference to multifi or a Platform Lender paying or making payment to a Payee includes multifi or the relevant Platform Lender paying or making payment to any assignee of that Payee’s Invoice of which multifi is on notice.

 

Schedule 2 

Facility Terms

The terms of this Schedule apply to each credit facility provided to the Customer in connection with a Facility Letter (the ” Facility Terms“). 

  • DEFINITIONS AND INTERPRETATION
    • 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.

  • PRECEDENCE OF FACILITY LETTER

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.

  • THE FACILITY
    • 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.
    • The Facility may only be utilised in accordance with the Platform Terms.

  • CONDITIONS PRECEDENT

The Platform Lender shall not pay any Transaction Amount to any Payee 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.

  • Credit Limit and credit headroom
    • 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.
    • 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.

  • REPAYMENT
    • The Customer shall pay the Repayment Amount on or prior to the Maximum Term Date in accordance with the multifi Services Terms.
    • If the Customer has not paid the Repayment Amount to the Platform Lender prior to the Maximum Term Date for that Transaction, multifi will automatically debit the Customer’s Business Account in the amount of the Repayment Amount on the Maximum Term Date. If such debit is unable to be made on the relevant Maximum Term Date due to insufficient credit in such Business Account the multifi Platform will automatically collect any subsequent credits into the Business Account until the Repayment Amount has been repaid in full. The Customer shall pay interest on the outstanding Repayment Amount (an “Overdue Payment“) for the period commencing on the Maximum Term Date and ending on the date the Platform Lender receives payment of the outstanding Repayment Amount
    • The rate of interest applicable to any Overdue Payment is set out in the Facility Letter (the “Default Fee“).
    • 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.

  • REPRESENTATIONS AND WARRANTIES

On every date on which it submits any Transaction 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:

Non-contravention

  • 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:
    • its constitutional documents;
    • any agreement or instrument binding on it or its assets or constitute a default or termination event (however described) under any such agreement or instrument; or
    • any law or regulation or judicial or official order, applicable to it.

Validity

  • The obligations expressed to be assumed by it in the Facility Terms constitute the legal, valid and binding obligations of the Customer enforceable against it in accordance with their terms and it is not necessary that the Facility Terms be filed, recorded or enrolled in its jurisdiction of incorporation or that any stamp, registration or similar tax be paid in relation to the Facility Terms or any Transaction.

Insolvency

  • 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 or on the Customer’s ability to perform its obligations under the Facility Terms or in connection with any Transaction.

Information

  • 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.


Deduction of Tax

  • 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.


Ranking

  • Its payment obligations under the Facility Terms and each Transaction to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law and rank in priority to any Principal Loans.


Governing Law and Enforcement

  • 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.
  • 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.


The Payee and the Underlying Contract

  • The subject matter of each Underlying Contract and/or the subject of a Transaction will not involve or relate to any goods or services that are deemed to be outside of the normal course of the Customer’s business by multifi or Platform Lender.
  • In case a PEP s a director or officer of the other person beneficially interested in the Customer or where the Customer is not a limited company registered in the UK multifi has the right to decline this payee
  • The Customer and any Payee are not Associated Parties.
  • There is no Live Transaction for which a Repayment to multifi from the Customer is overdue.


No default

  • No Default is continuing or might reasonably be expected to result from the making of a Proposed Transaction.
  • No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination thereof, would constitute) a default or termination event (howsoever described) 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.

  • COVENANTS

For so long as the Facility Terms remain in place between the Parties, the Customer covenants with multifi that:

Covenants Relating to the Underlying Contract and the Payee

  • The Customer shall promptly provide:
    • any information, documentation and other evidence reasonably required by multifi in order to enable multifi to verify matters relating to the Underlying Contract, the circumstances of the Proposed Transaction / Transaction, the identity of the relevant Payee and the correct bank account for payment of the Transaction Amount; and
    • any information about a Payee reasonably requested by multifi and shall assist multifi with contacting or communicating with a Payee directly as multifi may require; (the Customer acknowledging that multifi may need to make such contact for various purposes including, without limitation, to verify the payee account details provided by the Customer, to comply with the provisions of any trade credit indemnity or commercial risks cover in respect of Transactions or to comply with the requirements of any Funder).
  • The Customer must promptly notify multifi if it receives any notice of assignment of any debt the subject of a Payee’s Invoice.


Notification of default

  • 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.


Other Covenants

  • 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.
  • The Customer shall not make any payment in respect of any Principal Loan.

  • DEFAULT EVENTS

Each of the events or circumstances set out in this paragraph 9 is a Default Event:

  • Insufficient Funds

The Customer’s Business Account has insufficient funds to account for:

  • any Repayment Amount due to the Platform Lender on the Maximum Term Date; or
  • payment of the Platform Fee or Transaction Fee on the Fee Collection Day

 

Insolvency Events

  • The Customer is unable or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness, proposes or enters into any composition or other arrangement for the benefit of its creditors generally or any class of its creditors or proceedings are commenced in relation to the Customer under any law, regulation or procedure relating to reconstruction or readjustment of debts.
  • The value of the assets of the Customer is less than its liabilities (taking into account its contingent and prospective liabilities).
  • A moratorium is declared in respect of any indebtedness of the Customer.
  • The Customer or any other person applies to a court for an administration order in respect of the Customer (or any similar procedure).
  • Any corporate action, legal proceedings or other procedure or step is taken, or any notice is given or issued in relation to:
    • the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Customer;
    • a composition, compromise, assignment or arrangement with any creditor of the Customer;
    • the appointment of a liquidator, receiver and/or manager, administrative receiver, administrator, compulsory manager, trustee, or other similar officer in respect of the Customer or any of its assets, rights or revenues;
    • enforcement of any security over any assets of the Customer; or
    • judicial protection of the Customer from its creditors.
  • Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Customer.
  • There occurs in relation to Customer any event or analogous procedure or step in any jurisdiction or other circumstances arise affecting the Customer which in the opinion of multifi corresponds with any of those mentioned in paragraphs 2 to 9.7 above.
  • There occurs in relation to the Payee any event or analogous procedure or step in any jurisdiction or other circumstances arise affecting the Payee which in the opinion of multifi corresponds with any of those mentioned in paragraphs 2 to 9.7 above.


Non-compliance

  • The Customer does not comply with any provision of the Facility Terms or any of the other multifi Services Terms.
  • No Default Event under paragraph 10 will occur if the failure to comply is in the sole opinion of multifi capable of remedy and is remedied within 7 Business Days of the earlier of multifi giving notice to the Customer or the Customer becoming aware of the failure to comply.

  • Misrepresentation
  • Any representation or statement made or deemed to be made by the Customer in the Facility Terms or the Application, or in a Transaction or any other document delivered by or on behalf of the Customer under or in connection with the Facility Terms or in a Transaction is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.
  • No Default Event under paragraph 13 will occur if the circumstances giving rise to the misrepresentation or misstatement are in the opinion of multifi capable of remedy and are remedied within 7 Business Days of the earlier of multifi giving notice to the Customer or the Customer becoming aware of the failure to comply.

 

Unlawfulness and invalidity

  • It is or becomes unlawful for the Customer to perform any of its obligations under the Facility Terms or a Transaction.
  • 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 or the Facility Terms or a Transaction ceases to be in full force and effect or ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it to be ineffective.

 

Change of control

  • There is a Change of Control.
  • multifi’s Rights following a Default Event
    • Following the occurrence of a Default Event, multifi may, whether through the multifi Platform or otherwise, 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 or payable upon another date specified by multifi, whereupon they and all other sums owing by the Customer to the Platform Lender pursuant to the Facility Terms shall become due and payable and all Proposed Transactions will lapse and cease to be of any force or effect. multifi shall then be entitled to exercise all such other rights as might be available to it pursuant to the Facility Terms, the multifi Services Terms or under general law.
  • 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 including the enforcement of any right to any Repayment or Overdue Payment or otherwise.

  • Assignment of Obligations

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.

 

Appendix 1

Conditions Precedent

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.

  • Any “know your customer” requirements and anti-money laundering requirements specified by multifi in respect of the Customer.
  • The counterpart of the Facility Letter countersigned by a director for and on behalf of the Customer and, as applicable, each Customer Administrator and Customer Signatory specified therein.
  • A copy of the minutes of a board meeting of the Customer as certified by a director of the Customer pursuant to which the board has resolved, among other things, that the Customer should enter into the Facility and accept the terms of the Documents (as defined therein) and confirming the authority and appointment of its initial Customer Administrator(s).
  • Any other condition precedent information or documentation which multifi may require.

 

Schedule 3 

E-Money & Associated Payment Services Terms

  • 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 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.
  • 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).
  • The E-Money the Customers holds in its E-Money Wallet:
    • will be safeguarded by Modulr under the Electronic Money Regulations 2011; and
    • may, depending on the Customer’s eligibility, fall under the jurisdiction of the Financial Ombudsman Service.
  • 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:

  • Transparency and Fairness: multifi must be transparent about its use of email addresses for marketing. It should be clear that the data is used for direct marketing purposes and this usage is fair to the individuals concerned.
  • One-time Use for Campaign: multifi can use the data once for a specific campaign, which may include an email followed by a phone call, or vice versa, as part of the same campaign.
  • Establishing Consents: multifi must establish its own consents with the contacts. If individuals agree to have their details stored on multifi’s system and to be contacted again, multifi can continue to contact them as needed. However, if the individuals do not consent, multifi must delete their details and refrain from further contact.
  • Compliance with GDPR and PECR: All marketing activities must comply with the GDPR and Privacy and Electronic Communications Regulations (PECR). This includes ensuring that data used is accurate, up-to-date, and not kept for longer than necessary.

 

These steps ensure that multifi’s approach respects individual rights while also allowing for legitimate business marketing under GDPR.