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
Credit Facility
E-Money Services & Associated Payment Services
Approval – Funded Transaction
Rejection
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
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
Power and Authority
Insolvency
Information
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 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.
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.
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.
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.
No party shall use the other party’s confidential information for any purpose other than to perform its obligations under these multifi Services Terms.
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:
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“).
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 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.
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
Validity
Insolvency
Information
Deduction of Tax
Ranking
Governing Law and Enforcement
The Payee and the Underlying Contract
No default
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
Notification of default
Other Covenants
Each of the events or circumstances set out in this paragraph 9 is a Default Event:
The Customer’s Business Account has insufficient funds to account for:
Insolvency Events
Non-compliance
Unlawfulness and invalidity
Change of control
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.
Schedule 3
E-Money & Associated Payment Services Terms
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.