TERMS AND CONDITIONS

SUMMARY

These Terms & Conditions relate to the Receivables Purchase Agreement pursuant to which we agree to purchase the Receivables identified therein which are or will become owing to you. In return for that purchase of the Receivables, we will pay you the Receivables Purchase Amount as detailed in the Receivables Purchase Agreement.  

For ease of administration, the arrangements for payment of the Receivables Purchase Amount enables you to draw sums from your account with us up to the Net Advance Amount stated in the Receivables Purchase Agreement.  However, the debit balance on that account must never exceed the amount of our Gross Advance Amount and Discount Costs.  From the date of the Receivables Purchase Agreement, GRID is the owner of all Receivables to which the Receivables Purchase Agreement applies.

1. DEFINITIONS AND INTERPRETATION 

1.1 In these Terms & Conditions, unless the context otherwise requires, the following terms shall have the following meaning: 

• “Advance” means an amount drawn in tranches up to the Gross Advance Amount specified in the Receivables Purchase Agreement;  
• “Assignment Notice” means a notice of assignment from the Client to the Purchaser (or its nominee) of its Merchant Card Receivables and which will be sent by the Client to its Merchant Card Operator (in such form as the Purchaser may require at its discretion); 
• “Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for business in Dublin; 
• “Client” means the customer specified in the Receivables Purchase Agreement;  
• “Change of Control” means a change in the Control of any body corporate;  
• “Control” means, in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person: 
  • (a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or 
  • (b) as a result of any powers conferred by the constitution or any other document regulating that or any other body corporate; 
• “eIDAS Regulation” means Regulation No. 910/2014/EU of the European Parliament; 
• “Encumbrance” includes any mortgage, pledge, lien, hypothecation, charge, assignment or deposit by way of security or any other agreement or arrangement (whether conditional or not and whether in relation to existing or to future assets), having the effect of providing a secured or preferential treatment to a creditor (including set-off, title, retention, defeasance or reciprocal fee arrangements); 
• “Events of Default” means the events or circumstances specified in Condition 10 (Events of Default) and any additional events of default identified in the Receivables Purchase Agreement, each an “Event of Default”; 
• “Finance Documents” means the Receivables Purchase Agreement (including these Terms & Conditions), the Security Documents and any agreements, documents, arrangements, letters or undertakings that may be entered into or executed pursuant thereto or in connection therewith and any one a “Finance Document”;  
• “Financial Indebtedness” means (a) monies borrowed and monies raised by any means whatsoever including, without limitation, pursuant to any acceptance credit or any discounted bills of exchange receivable, (b) any guarantee of monies borrowed or raised by others, (c) any amounts due in relation to hire purchase, leasing or deferred credit agreements (excluding finance charge thereon) (d) any note purchase facility or any issue of notes, bonds, debenture or other debt instruments (e) the principal amount of any guarantees issued by any financial institution on behalf of the Client and (f) any liability actually owing on a mark to market basis in respect of any interest rate or foreign currency hedging arrangements or any other hedging arrangements; 
• “GRID” being GRID Finance Impact Limited and all its financing subsidiaries and related entities;  
• “Gross Advance Amount” means the total amount approved by the Purchaser (including Arrangement Fee) as set out in the Receivables Purchase Agreement; 
• “Guarantor” means any guarantor specified in the Receivables Purchase Agreement; 
• “Insolvency Event” means the occurrence of any of the following events with respect to the Client or the Guarantor: 
  1. it is unable or admits inability to pay its debts as they fall due;  
  2. it is deemed to, or is declared to, be unable to pay its debts under applicable law; 
  3. it suspends or threatens to suspend making payments on any of its debts;   
  4. by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; 
  5. the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities); 
  6. a moratorium is declared in respect of any of its indebtedness;   
  7. any corporate action, legal proceedings or other procedure or step is taken 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 Client or any Guarantor; 
  8. a composition, compromise, assignment or arrangement with any creditor of the Client or any Guarantor; 
  9. the appointment of a liquidator, receiver, examiner, administrator, SCARP, administrative receiver, compulsory manager, custodian, trustee, assignee in bankruptcy or other similar officer in in respect of the Client or any Guarantor or any of its assets;  
  10. enforcement of any Encumbrance over any assets of any Client or the Guarantor; or 
  11. any analogous event in any jurisdiction in respect of the Client or the Guarantor; 
• “Merchant Card Operator” means such payment services provider with whom the Client has entered or may enter into any agreement with from time to time in respect of the operation by the Client of any electronic payment terminal or other payment process or protocol in respect of the Client’s business and its Merchant Card Receivables; 
• “Merchant Card Receivables” means all present and future customer payments made to a Client by credit card or debit card or other electronic means to or for the benefit or account of the Client as merchant arising from or in connection with the operation and carrying on of its business, provision of services or supply of goods and in particular the proceeds of all sales (or any part thereof) but excluding any VAT on any sum mentioned in this definition; 
• “Net Advance Amount” means the amount specified in the Receivables Purchase Agreement; 
• “Nominated Bank Account” means the primary current account specified by the Client to the Purchaser from which direct debits will be deducted in order to repay the Receivables Purchase Amount; 
• “Open Banking Connection” means a connection between the Nominated Bank Account and the Purchaser’s payment service provider to initiate direct debit payments or to provide financial oversight of the Client;  
• “Potential Event of Default” means any event or circumstance which may, with the passage of time, the giving of notice, the making of any determination or any combination thereof constitute an Event of Default;  
• “Platform” means the GRID platform that is available to Clients to access information regarding applications for flexible finance, ongoing applications and reporting features; 
• “Purchase Date” means each date on which an Advance is made; 
• “Purchaser” means GRID Finance Impact Limited (on behalf of itself and its subsidiaries and related entities);    
• “Receivables” means all present and future customer payments made to a Client by any means or for the benefit or account of the Client arising from or in connection with the operation and carrying on of its business, provision of services or supply of goods and in particular the proceeds of all sales (or any part thereof) but excluding any VAT on any sum mentioned in this definition together with all Related Rights; 
• “Receivables Purchase Amount” means the total amount that can be drawn by way of an Advance(s) up to the Gross Advance Amount pursuant to the Receivables Purchase Agreement along with all associated discounting and collections and recovery costs associated with same until fully discharged; 
• “Receivables Purchase Agreement” means the Receivables Purchase Agreement made between the Client and the Purchaser and which incorporates these Terms & Conditions; 
• “Related Rights” mean, in relation to a Receivable, all rights, title, benefits and interest in and to such  Receivable (but no underlying obligations) including any rights of indemnity to which you are entitles in respect of such Receivable, and all rights to demand, receive or dispose of any such monies or claims, all rights to sue for or in relation thereto and all rights of action against any person in connection therewith or otherwise to enforce the same; 
• “Security Documents” means the documents identified as “Security Documents” in the Receivables Purchase Agreement; 
• “Term” means the Facility Term specified in the Receivables Purchase Agreement and is the term within which the Receivables Purchase Amount is to be recouped by the Purchaser;  
• “Terms & Conditions” means these terms and conditions. 

1.2 The Purchaser may from time to time amend or vary the Terms & Conditions set out herein if required by law, regulation or code of practice binding on it and all advances shall then be governed by the amended or varied Terms & Conditions.  The Purchaser shall give the Client written notice of any such amendments, and the Client shall be bound by such amendments as of the date or time specified in such notice.  

3. PURCHASE OF RECEIVEABLES  

3.1 On the Purchase Date, in return for us making available to you the Receivables Purchase Amount, you will sell and assign to us absolutely, all of your rights, title and interest in the Receivables (and Related Rights) until the Receivables Purchase Amount has been recouped.

3.2 Each Receivable coming into existence after the Purchase Date shall vest in us at the moment that such Receivable is created, although its Related Rights shall vest in us the moment they are created, if later than the date of creation of the Receivable.  

3.3 Each party to the Receivables Purchase Agreement agrees that the payment of any Advance by us in exchange for the Receivables is a purchase of receivables and is not intended to be, nor shall it be construed as, a loan from the Purchaser to the Client.

4. REDEMPTION OF THE RECEIVABLE PURCHASE AGREEMENTS AND FEES 

4.1 If the terms of your Receivables Purchase Agreement specify that redemption of the Advance will be: 

1. by direct debit – you will ensure that an Open Banking Connection is in place with the Purchaser (and its payment service provider) to allow for the deduction of daily direct debit payments to the Purchaser. If you disconnect your Open Banking Connection or do not maintain / renew the connection while there is an outstanding balance, the Purchaser may apply additional charges of 15% of discounting cost of the facility. Your Receivables Purchase Agreement outlines if this is a requirement of the Advance; or 
2. by deduction of daily settlements – you will instruct your Merchant Card Operator to pay all of your Merchant Card Receivables to the Purchaser or its nominated payment services provider for the duration of the Term until the Receivables Purchase Amount it is fully recouped. 

For the avoidance of doubt, assignment of your Receivables to the Purchaser means that the legal ownership and entitlement to the Receivables transfers to the Purchaser for the duration of the agreement until obligations are fully recouped.

4.2 In the event that it appears to the Purchaser at its sole discretion, that (i) the projected Receivables will not be sufficient to discharge the Receivables Purchase Amount in full in accordance with the Receivables Purchase Agreement (ii) in the event of non-payment of any sum under the Receivables Purchase Agreement, it is entirely at the discretion of the Purchaser to determine what percentage of your Receivables are applied in discharge of the Advance. The percentage can range from 1% to 100% and shall be calculated and communicated to you in advance of your accepting the Receivables Purchase Agreement. The Purchaser may, in its sole discretion, increase the percentage as required to ensure that the Receivables Purchase Amount is recouped in full within the Term. 

4.3 If your Receivables fall below 90% of the average expected – you agree that the Purchaser may, in addition to altering the percentage being received, also begin collecting regular direct debits from your Nominated Bank Account until the Receivables Purchase Amount is fully recouped. Such instalments, to be collected by direct debit, shall be calculated by the Purchaser based on its estimate of the amount required to recoup the Receivables Purchase Amount by its maturity date i.e. the end of the Term. 

4.4 You agree to use one Merchant Card Operator to process all your Merchant Card Receivables (if applicable and unless otherwise accepted by the Purchaser) and not to change from your Merchant Card Operator to another while there is an Advance outstanding without the consent of the Purchaser (at its sole discretion).  For the avoidance of doubt, the Client shall be responsible for any costs of such consent. The Client also agrees not to revoke the Assignment Notice to any Merchant Card Operator to pay all of your Merchant Card Receivables to the Purchaser or its nominated payment services provider.

4.5 If your total Receivables paid to the Purchaser do not cover the full redemption of the Receivables Purchase Amount and discounting costs and fees at the end of the Term, the remaining balance shall be due 5 days from the end of the Term in one bullet payment. We will collect this remaining balance from your Nominated Bank Account by direct debit unless otherwise agreed. Should any balance remain outstanding 5 days from the end of the Advance term the remaining balance will begin to accrue at the prevailing pro-rata monthly discount cost of the agreement (outlined within the formal agreement). 

4.6 All efforts will be made to transfer net Merchant Card Receivables to the Clients nominated account in as timely a manner as possible. There may be instances where delays from Merchant Card Operators, bank clearing systems and other banking partners may result in unexpected temporary delays. The Purchaser accepts no responsibility or liability for any delays in transmission of these funds. All efforts will be made to advise Clients of any issues or delays as they arise.

4.7 Any effect of rounding payments will be rounded up for the account of the Client.

4.8 Transfer fees: – the cost of administering the operational account to receive Merchant Card Receivables is for the account of the Client. These costs are determined by our third-party provider. By way of indication only, these costs are currently (and may be changed by the provider): 

•  Bank Transfer In per transaction €0.49 
• Bank Transfer Out per transaction €0.49 

5. AVAILABILITY

5.1 Subject to the terms of the Receivables Purchase Agreement, the Client may drawdown an Advance on any Business Day prior to the expiry of the Term after which date the Purchaser’s commitment to enter into the Receivables Purchase Amount shall lapse and any funds not advanced shall be cancelled and unavailable for a purchase.

5.2 The Client shall give the Purchaser not less than two Business Days prior written notice of its intention to request funds by furnishing a duly completed and signed Receivables Purchase Agreement to the Purchaser.  

5.3 The Receivables Purchase Amount shall not be available: 

1. unless the proposed Purchase Date is a Business Day; 
2. unless the conditions precedent identified in the Receivables Purchase Agreement have been satisfied (or, at the sole discretion of the Purchaser, have been waived prior to the expiry of the Term); inclusive of all Money Laundering requirements;  
3. if any breach of the representations and warranties in Condition 8 (Representations and Warranties) or of any covenant in Condition 9 (Covenants) has occurred or would occur as a result of a drawdown of the Receivables Purchase Amount; or  
4. if an Event of Default or Potential Event of Default has occurred or would occur as a result of drawdown of an Advance under Receivables Purchase Agreement.

7. POWER TO ACT IN YOUR NAME 

As owner of the Receivables that we have purchased from you, we may collect all amounts due in respect of those Receivables.  You authorise us or any person designated to act on our behalf, to take any and all steps in your name or on your behalf which we consider necessary or appropriate to collect all amounts due or owing in respect of the Receivables that we have purchased. 

8. REPRESENTATIONS AND WARRANTIES 

The Client hereby represents and warrants to the Purchaser and shall be deemed to have represented and warranted to the Purchaser on each Purchase Date relating thereto (as if made by reference to the facts and circumstances existing (or the most financial statements) on such date) that: 

8.1 the Client is duly incorporated and validly existing under the laws of its country of incorporation; 

8.2 the Client has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents;

8.3 the Finance Documents constitute its legal, valid, binding and enforceable obligations and those of all other parties to the Finance Documents;  

8.4 the execution, delivery and performance of the obligations set out in the Finance Documents will not contravene its constitutional documents or any law, regulation, agreement, document, deed or obligation howsoever described binding on the Client or any of its assets; 

8.5 it has the full power to own its own assets and carry on its business as it is being conducted; 

8.6 there is no litigation, arbitration or administrative proceeding or investigations pending or, so far as the Client is aware having made due and careful enquiry, threatened against it, which may have a material adverse effect on the Client’s financial condition, business or assets or its ability to perform its obligations under any of the Finance Documents; 

8.7 each set of accounts/financial statements of the Client was prepared in accordance with the requirements of the Companies Act 2014 and give a true and fair view of the Client’s financial condition and operations during the relevant accounting period;  

8.8 there has been no material adverse change in the financial position of the Client from that shown in its latest audited financial accounts submitted to the Purchaser;  

8.9 all of the issued share capital in the Client is legally and beneficially owned and controlled by the persons disclosed to the Purchaser free from any Encumbrance and no person has any actual or contingent right or option to call for the issue, allotment or transfer of any of the shares in the Client; 

8.10 the constitutional documents of the Client do not restrict or inhibit any transfer of the shares of the Client on creation or enforcement of the security conferred by the Security Documents; 

8.11 no Event of Default has occurred or is reasonably likely to result from the drawdown by the Client of the Receivables Purchase Amount or the entry into, or the performance of, or any transaction contemplated by, any Finance Document; 

8.12 the Client is not in default under any contractual or statutory obligation whatsoever (including payment of any due taxes) which may have a material adverse effect on the Client’s financial condition, business or assets or its ability to perform its obligations under any of the Finance Documents; 

8.13 full, true and accurate disclosure has been made to the Purchaser prior to the date of the Receivables Purchase Agreement of all facts in relation to the Client and its business, undertakings, assets and affairs as are material and ought properly to have been made known to a person or persons proposing to advance or make available monies to the Client and to enable the Purchaser to obtain a true and correct view of its business, undertakings, assets and affairs;  

8.14 the Client is: 

1. not a “consumer” within the meaning of: 
   1. the Consumer Credit Act 1995; 
   2. the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995; 
   3. the European Communities (Distance Marketing of Consumer Financial Services) Regulations 2004; 
   4. the Consumer Protection Act 2007;  
   5. the European Communities (Consumer Credit Agreements) Regulations 2010; 
   6. the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013; and 
   7. the European Union (Consumer Mortgage Credit Agreements) Regulations 2016; 
2. not a “personal consumer” within the meaning of the Central Bank of Ireland’s Consumer Protection Code 2012; and 
3. availing of the Receivables Purchase Amount in the course of his/her business, trade or profession; 

8.15 the Client is solvent and fully authorised to sell and assign the Receivables under the Receivables Purchase Agreement;

8.16 other than pursuant to the terms of the Receivables Purchase Agreement, the Client has not sold and is not subject to any other contract that provides for the sale, assignment or any other transfer of interest in the Receivables or Related Rights and the Client’s rights in respect of such Receivables and Related Rights are not subject to any Encumbrance; 

8.17 where a Client has provided a historic direct debit mandate, the Purchaser may use this for any future Advances provided if not updated at time of accepting the offer letter. 

9. COVENANTS 

The Client hereby covenants and undertakes from the date of its acceptance of the Receivables Purchase Agreement for so long as any amount is outstanding under the Finance Documents or any amount is available in respect of the as follows: 

9.1 it will: 

1. furnish all documentation and/or information in respect of the Client (and guarantors as appropriate) required by the Purchaser to enable it comply with all anti-money laundering legislation and Central Bank regulatory requirements; 
2. ensure that all payments due to the Purchaser in accordance with the Receivables Purchase Agreement will be collected by way of directing receivables to a dedicated IBAN at the Purchaser’s direction or by direct debit; 
3. furnish to the Purchaser any trading, financial statistical or other information including any bank statements within 5 business days of receipt of a written request by us as may be required by the Purchaser from time to time; 
4. carry on its business in an effective and business-like manner and not permit any event to arise that could cause a diversion of any of your Receivables from us to any other entity; 
5. pay all debts, taxes, duties, imports, assessments and levies as and when they fall due; and 
6. not create or permit to subsist, any Encumbrance over the Receivables; 

9.2 it will not, without the prior consent in writing of the Purchaser:  

1. merge or consolidate with any company or person; 
2. directly or indirectly make any return of capital, make any dividend or other distribution to a shareholder (whether direct or indirect) of the Client, redeem cancel or purchase its own shares, increase its authorised share capital or issue any shares or alter any rights attaching to its issued shares or grant any options in respect of its unissued shares; 
3. incur or permit to be outstanding any Financial Indebtedness other than pursuant to the Finance Documents; 
4. enter into any joint venture, partnership or similar arrangement with any person or may any acquisition of any business, company or group of companies whether by way of asset or share acquisition and/or any acquisition of any assets of a capital nature; 
5. sell, transfer or otherwise dispose of its business or assets otherwise than in the ordinary course of business and for the purpose of carrying on its business; 
6. allow its issued share capital to become controlled or owned by any other person by whom it is not owned or controlled on the date hereof; 
7. amend, vary or alter in any material respect the service contracts and other contracts material to the business of the Client;  
8. make any amendment or alteration to its constitution;  
9. revoke its Assignment Notice given to any Merchant Card Operator to pay all of its Merchant Card Receivables to the Purchaser or its nominated payment services provider; or 
10. take any action, make any omission or otherwise do anything which is likely to or has the effect of reducing your Receivables during the Advance. If you are found to have intentionally diverted funds from the Merchant Card Receivables or your Receivables are not being made accessible to the Purchaser an additional administration charge to the equivalent of 10% of the outstanding balance will be applied and payable immediately to cover, amongst other things, our anticipated additional operating expenses in our getting in of the Receivables / Merchant Card Receivables(including but not limited to liaising with any new Merchant Card Operator). You expressly acknowledge that such additional charge constitutes a fair and reasonableness-estimate of our likely costs and expenses in performing this service on your behalf and is not a penalty. 

10. EVENTS OF DEFAULT  

10.1 Each of the following events or circumstances is an Event of Default:

1. the Client does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable; 
2. the Client does not comply with any other provision of the Finance Documents; 
3. any representation or statement made or deemed to be made by the Client in the Finance Documents or any other document delivered by or on behalf of any Client under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made; 
4. any: 
   1. Financial Indebtedness of the Client is not paid when due nor within any originally applicable grace period; 
   2. Financial Indebtedness of the Client is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or 
   3. creditor of the Client becomes entitled to declare any Financial Indebtedness of the Client due and payable prior to its specified maturity as a result of an event of default (however described); 
5. any Insolvency Event occurs; 
6. any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of the Client and is not discharged within seven days; 
7. the Client suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business except as a result of any disposal allowed under the Receivables Purchase Agreement; 
8. it is or becomes unlawful for the Client to perform any of its obligations under the Finance Documents or any security created or expressed to be created or evidenced by the Security Documents ceases to be effective or becomes unlawful; 
9. any obligation or obligations of the Client under any Finance Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Purchasers under the Finance Documents; 
10. any Finance Document ceases to be in full force and effect or any Encumbrance created or expressed to be created or evidenced by the Security Documents ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than the Purchaser) to be ineffective; 
11. the Client (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document; 
12. any part of any asset secured in favour of the Purchaser is destroyed or damaged and taking into account the amount and timing of receipt of the proceeds of insurance effected in accordance with the terms of the Receivables Purchase Agreement, the destruction or damage has or will have a material adverse effect; 
13. any Change of Control occurs in relation to the Client; 
14. any event or circumstance occurs which in the opinion of the Purchaser may have a material adverse effect on the business, operations, property, condition (financial or otherwise) or prospects of the Client  ; or the ability of the Client  to perform its obligations under the Finance Documents; or the validity or enforceability of, or the effectiveness or ranking of any security granted or purported to be granted pursuant to any of, the Finance Documents; or the rights or remedies of the Purchaser under any of the Finance Documents; 
15. on judgment being obtained against the Client and remaining unpaid for a period of fourteen days from the date of such judgment; 
16. on a material change relevant to the client occurring which in the opinion of the Purchaser is prejudicial to their interests; 
17. on the breach, non-performance or non-observance by the Client of any of the terms of the Finance Documents; 
18. on discovery by the Purchaser that any information supplied by the Client was false, misleading or inaccurate; 
19. in the case of Receivables Purchase Agreement that is due to be recouped through direct debit, on the closure or lapse of the Open Banking Connection to the Nominated Bank account(s). If the Open Banking Connection is not maintained the Purchaser will seek to collect the average daily payment +15% (or any amount deemed necessary to the Purchaser to ensure redemption within expiry of agreement); 
20. cancellation of a direct debit mandate or any other methodology for redemption of an Advance; 
21. the unauthorised refunding of direct debit(s) that were contractually obliged; and/or 
22. on the death of the Client or of any guarantor for the Client.

10.2 On and at any time after the occurrence of an Event of Default the Purchaser may, in its absolute discretion:  

1. cancel all or any of its obligations and the commitments under the Receivables Purchase Agreement whereupon same shall be cancelled and reduced to zero;  
2. by written notice to the Client declare the Receivables Purchase Amount to be immediately due and payable and call for the redemption thereof whereupon the same shall become immediately payable together with accrued discount costs  thereon and any other sums due and payable by the Client under the Finance Documents;  
3. declare that (if applicable), the Security Documents have become enforceable immediately in accordance with their terms, whereupon the same shall be immediately enforceable;  
4. apply a default and recovery cost to the Advance of 10% of the outstanding balance. This relates to the additional staff and administrative cost to procure payment of the Advance;  
5. appoint legal representatives to enforce recovery of the obligations against the client and/ or guarantors. These costs are for the account of the Client; and/or 
6. appoint a collections agent to recoup the Advance and remit proceeds to the Purchaser net of their associated costs of recovery which can be up to 30%.

11. CHANGE IN CIRCUMSTANCES 

11.1 If the Purchaser shall determine that the introduction of, or a change in, any applicable law or regulation or in the interpretation thereof by any governmental or other regulatory authority charged with the administration thereof or by any court of competent jurisdiction, or compliance by the Purchaser with any request or directive from any central bank or other authority (whether having the force of law or not), makes it unlawful for the Purchaser to give effect to some or all of the its obligations under the Receivables Purchase Agreement, then the Purchaser shall forthwith give notice thereof to the Client and all amounts outstanding, including accrued discount costs and commission, and other sums payable by the Client under the Receivables Purchase Agreement shall become immediately due and payable and shall be paid on demand to the Purchaser and the Purchaser’s obligations under the Receivables Purchase Agreement shall be terminated.

11.2 If by reason of (i) the introduction of or any change in or in the interpretation of any law or regulation and/or (ii) compliance by the Purchaser with any present or future request or directive from any regulatory authority or other fiscal, monetary or other authority (whether or not having the force of law) including in particular (but without prejudice to the generality of the foregoing) any reserve asset, special deposit or similar requirements: 

1. the Purchaser incurs a cost as a result of its having entered into and/or performing its obligations under the Receivables Purchase Agreement and/or assuming or maintaining a commitment under the Receivables Purchase Agreement and/or its making available the Receivables Purchase Amount; 
2. there is any increase in the cost to the Purchaser of funding or maintaining all or any part of the advance; or 
3. the Purchaser becomes liable to make any payment on account of any tax, levy duty, charge, fee, deduction or otherwise (not being a tax imposed on its overall net income) on or calculated by reference to the Advance and/or any sum received or receivable by it hereunder; 

then the Client shall from time to time on demand by the Purchaser pay to the account of the Purchaser the amount which the Purchaser specifies is required to compensate the Purchaser for, as the case may be, (1) such cost, (2) such increased cost (or such proportion of such increased cost as is in the Purchaser’s opinion attributable to its funding or maintaining advances hereunder) or (3) such liability. 

12. INDEMNITIES 

12.1 The Client shall indemnify the Purchaser against any loss (including loss of profit), expense or liability which the Purchaser may suffer or incur: 

1. as a consequence of any default in redeeming the Receivables Purchase Amount or any part thereof or payment of discount costs accrued thereon or any other amount payable under the Receivables Purchase Agreement on the due date; 
2. as a consequence of a breach of any representation or warranty by any Client or the occurrence of any Event of Default, including, without limitation, as a consequence of any demand, proceedings, action, claims or enforcement action by the Purchaser: 
3. as a consequence of any redeeming or early redemption of all or any part of the Advance; or 
4. as a consequence of the Receivables Purchase Amount or part thereof not being made for any reason (excluding any default by the Purchaser) after a Receivables Purchase Agreement has been signed pursuant to Condition 3.2; 

including, in each such case, but not limited to, any discount costs, fees and other sums and any loss, premium, penalty, or break funding cost or expense sustained or incurred in maintaining or funding the Receivables Purchase Amount or any part thereof or in liquidating or re-deploying deposits from third parties acquired to effect or maintain or fund the Receivables Purchase Amount or part thereof or terminating any arrangements entered into by the Purchaser in connection with the Receivables Purchase Amount. The certificate of the Purchaser as to the amount of such loss, expense or liability shall be conclusive.  

12.2 If any sum due from the Client hereunder or under any order or judgement given or made in relation hereto has to be converted from the currency (“the first currency”) in which the same is payable hereunder or under such order or judgement into another currency (“the second currency”) for the purpose of (i) making of filing a claim or proof against the Client, (ii) obtaining an order or judgement in any court or other tribunal or (iii) enforcing any order or judgement given or made in relation hereto, the Client shall indemnify and hold harmless the Purchaser from and against any loss suffered as a result of any difference between (x) the rate of exchange used for such purpose to convert the sum in question form the first currency into the second currency and (y) the rate of exchange with which the Purchaser may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction in whole or in part, of any such order, judgement, claim or proof.  

12.3 Any amount due from the Client under this Condition 12 (Indemnities) shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due hereunder but it shall be secured, and the Purchaser shall have all rights in relation to it, as if it formed part of the Receivables Purchase Amount. The term “rate of exchange” includes any premium or costs of exchange in connection with the purchase of the first currency with the second currency. 

13. COSTS AND EXPENSES 

13.1 The Client shall pay to the Purchaser on demand all costs, fees and expenses, including, without limitation, all legal fees and banking charges and all banking, legal, accountancy and taxation fees and costs and disbursements, together with Value Added Tax (if any) thereon, incurred by or due to the Purchaser and its advisors in connection with the preparation, negotiation, execution and delivery of the Finance Documents, the completion of the transactions contemplated thereby and the administration of payments relating to the Receivables Purchase Amount and all such costs and expenses shall be payable by the Client whether or not all or any part of the Receivables Purchase Amount is advanced or whether or not the Client draws down all or any part of the Receivables Purchase Amount and all such amounts (including any fees set out in the Receivables Purchase Agreement) may be added to the Client’s advance account and shall be subject to the discount charges applicable to the Receivables Purchase Amount. 

13.2 If the Client requests an amendment, waiver or consent; or an amendment is required, the Client shall, within three Business Days of demand, reimburse the Purchaser for the amount of all costs and expenses (including legal fees) reasonably incurred by the Purchaser in responding to, evaluating, negotiating or complying with that request or requirement. 

13.3 The Client shall, within three Business Days of demand, pay to the Purchaser the amount of all costs and expenses (including legal fees) incurred by the Purchaser in connection with the enforcement of, or the preservation of any rights under, any Finance Document and with any proceedings instituted by or against the Purchaser as a consequence of it entering into a Finance Document, or enforcing those rights.  

14. ASSIGNMENT AND TRANSFER 

14.1 None of the Client or any Guarantor shall be entitled to assign or transfer any of its rights or obligations under any of the Finance Documents. 

14.2 The Purchaser may, at any time, without notice to, or the prior consent of, the Client or any Guarantor (or any of them):

1. assign or transfer any of its rights under any of the Finance Documents; 
2. transfer (by way of novation or otherwise) any of its rights and obligations under any of the Finance Documents; 
3. sub-participate, securitise, subcontract or declare a trust in respect of, or otherwise dispose of or create interests in, any of its rights or obligations under any of the Finance Documents; and 
4. charge, assign or otherwise create security in or over (whether by way of collateral or otherwise) any of its rights under any of the Finance Documents;  

in each case, to any person. 

14.3 The Purchaser may disclose such information in relation to the Client, any Guarantor, the group of companies of which the Client or any Guarantor is a member and their respective business, financial condition, accounts, operations, undertaking and assets, any Finance Document or otherwise, as the Purchaser, in each case, shall consider appropriate (including all relevant credit data and personal data (each as defined in Condition 14.5 below)) (the “Relevant Information”) to any assignee, transferee or participant (or potential assignee, transferee or participant), to any person to whom or for whose benefit the Purchaser charges, assigns or otherwise creates security, declares a trust in respect of, or otherwise disposes of or creates interests in, any of its rights or obligations under any of the Finance Documents (or, in each case, may do so), to any person who provides or proposes to provide finance or investment to the Purchaser, to any actual or proposed sub-contractor, to any person in connection with a securitisation, to any affiliate of the Purchaser and, in each case, to any of such person’s affiliates, representatives and professional advisers. 

14.4 In order to process the Client’s application, to administer the Receivables Purchase Amount or in connection with the exercise of the Purchaser’s rights under the Finance Documents, the Purchaser may disclose to any person Relevant Information, including, without limitation, the disclosure of Relevant Information of clients and guarantors to the Central Credit Register, any credit bureau, any third party providing credit reference services or any financial institution or to any organisation engaged in fraud prevention and the further processing of such data by such persons.   

14.5 To the extent that the Relevant Information constitutes personal data (as defined under applicable data protection legislation) or relevant credit data (as defined in the Credit Reporting Act 2013 (as amended)): 

1. the Purchaser may process such Relevant Information on any basis which is lawful under applicable law, including without limitation, (i) for the performance of the Finance Documents and in order to take steps at the request of the Client prior to entering into the Finance Documents; (ii) for compliance with a legal obligation to which the Purchaser is subject; (iii) to protect the vital interests of the Client or of another natural person; (iv) for the performance of a task carried out in the public interest or in the exercise of any official authority vested in the Purchaser; or (v) for the purposes of the legitimate interests pursued by the Purchaser or by a third party; and 
2. without prejudice to (a), the Client hereby consents to the processing of such Relevant Information for the purposes specified in this Condition 14. 

14.6 The Client shall enter into such documents and shall procure that any Guarantor and any other relevant third party takes such steps and enters into such documents as the Purchaser may require in order to effect the exercise by the Purchaser of any of its rights referred to in this Condition 14 (Assignment and Transfer).  

14.7 The Purchaser may refer any amounts due under the Receivables Purchase Agreement to another organisation or debt-collection agency to collect payment.  The Purchaser may give to such an organisation or debt-collection agency any information about the Client or the Finance Documents for the purpose of collecting payment. The costs associated with this service are for the account of the Client and can range from 15% to 30% of the outstanding balance.  

15. GENERAL 

15.1 If there shall be more than one party referred to as the Client under the Receivables Purchase Agreement, the agreements, covenants, obligations and liabilities of all such parties under the Receivables Purchase Agreement shall be joint and several and references to the “Client” shall include such persons jointly and severally.  Any notice given to the first such party named as the “Client” shall be deemed to be given to all such parties. 

15.2 A certificate of the Purchaser or any agent or officer of the Purchaser as to a rate or amount outstanding under the Receivables Purchase Agreement or any other amount payable under the Receivables Purchase Agreement (including, without limitation, discount costs, fees, costs or expenses and the applicable currency) shall, in the absence of manifest error, be binding and conclusive. 

15.3 No failure to exercise and no delay in exercising on the part of the Purchaser any right, power or privilege under any of the Finance Documents shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies therein provided are cumulative and not exclusive of any rights or remedies provided by law.  

15.4 If any provision in any of the Finance Documents becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

15.5 Any change in the constitution of the Purchaser or its absorption in or amalgamation with any other person or the acquisition of all or part of its undertaking by any other person or any reconstruction or reorganisation of the Purchaser shall not in any way prejudice or affect its rights under any of the Finance Documents.

15.6 Any right or power which may be exercised or any determination which may be made under any of the Finance Documents by the Purchaser may be exercised or made in its absolute and unfettered discretion and it shall not be obliged to give reasons therefor.

15.7 All rights vested in the Purchaser by the Finance Documents are in addition to all rights vested or to be vested in the Purchaser at common law or by statute. 

15.8 To the extent permitted by law the Purchaser shall not be liable for the acts or omissions of its solicitors, valuers or other professional advisers. 

15.9 All sums payable by the Client in respect of principal, discount costs  or otherwise shall be payable gross without deduction on account of taxes, any set-off or counterclaim or on account of any charges, fees deductions or withholdings of any nature now or hereafter required to be deducted, imposed, levied, collected, withheld or assessed unless the Client is compelled by law to make any such deduction or withholding. If any such deduction or withholding is required by law to be made whether by the Client or otherwise) from any such payment, the Client shall pay such additional amounts as will result in receipt by the Purchaser of such amount as it would have received had no such deduction or withholding been required to be made. 

15.10 The Receivables Purchase Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties hereto prior to the Receivables Purchase Agreement and constitutes the entire understanding between the parties hereto.

15.11 Pursuant to the Electronic Commerce Act 2000 and eIDAS Regulation, the Finance Documents may be executed by an electronic signature.  Whatever form the electronic signature takes, this method of signature is conclusive of each party’s intention to be bound by the Finance Documents as if signed under hand by each of the Parties or by affixing their respective company seals.  

15.12 Force Majeure: The Purchaser shall not be held responsible for any failure in performance of its obligations in sourcing funding from third parties and may remove the offer to purchase Receivables where this failure is caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. 

16. NOTICES 

16.1 Every notice, request, demand or other communication under the Receivables Purchase Agreement shall: 

1. be in writing delivered personally or by prepaid certified post or facsimile or electronic mail transmission;
2. be deemed to have been received, subject as otherwise provided in the Receivables Purchase Agreement, in the case of a letter delivered by hand at the time of dispatch or two days after it has been put into the post and, in the case of a facsimile or electronic mail transmission, at the time of dispatch; and
3. be sent to the Client or the Purchaser at their respective addresses set out in the Receivables Purchase Agreement or to such other address, facsimile number or electronic mail address as is notified by the Client or the Purchaser to the other.

16.2 Any notice, request, demand or other communication under the Receivables Purchase Agreement delivered to the Purchaser shall be effective only when received by the Purchaser and only if the same is expressly marked for the attention of such department or officer as the Purchaser shall specify for that purpose.

16.3 Any demand by the Purchaser for payment shall be valid and effective notwithstanding that the demand contains no statement of the relevant liabilities or that it inadvertently contains an inaccurate or incomplete statement of them.

16.4 The Purchaser’s email address for receipt of notices is business@gridfinance.ie.

18. PLATFORM AND ACCOUNT USE 

18.1 Your login details may include some of the information that you have provided during your registration process along with the password that you have chosen. You should ensure the email addresses you chose to use is private in nature and cannot be accessed by other parties. You agree to keep your login details strictly confidential and provide them only to us and only when requested. You are responsible for any misuse of your account details. You will protect your login details and any failure to do so shall be at your sole risk and expense.

18.2 You should change your password on a regular basis. Passwords should contain a mixture of upper and lower case letters and/or numbers. Passwords are case sensitive and we recommend the use of passwords that combine a combination of numbers and letters in different cases. This will help to prevent the risk of an unauthorised use of your account.

18.3 We are entitled to assume that all correspondence, orders, transfers and instructions made by reference to your login code, password or Account number are made by you. In the case where you have authorised an employee, other individual or organisation to use your Account you are responsible for any activity that has been processed on your Account. You agree to inform us at once by e-mail and by telephone if you believe that any of your Account information is being misused by a different person so that we may suspend your Account.

18.4 You are obliged to notify the Purchaser if you require any access of users to be changed or removed. 

18.5 You agree not to use the Purchaser for any of the following purposes and we may terminate your Account with the Purchaser if you engage or we suspect that you are engaging in any of the following:

1. illegal or fraudulent activities that are linked to criminal activities; 
2.  publishing any illegal, indecent material on your Account page; 
3.  sending inappropriate communications to other members, which may cause unnecessary stress or concern to our members; 
4.  publishing, distributing or using any material that is illegal, offensive, abusive, indecent, libellous, obscene or intimidating; or in breach of copyright, trademark, confidence, privacy or any other right; 
5.  distributing material to our members or third parties that is objectionable or consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”; or 
6.  Breach of the privacy policy or sharing information publicly (including, without limitation, on internet forums or on public boards) which you are not authorised to share. 

18.6 If we suspect that the person logged into your Account is not you, we reserve the right not to act on your instruction until we are satisfied that you have issued the instruction. 

18.7 Once a client or their representative has been registered on the Platform and has submitted a finance application, the Purchaser will carry out relevant credit history and fraud checks on each client and your partners as the proprietors, partners, members or directors of the Client organisation (as applicable). We will use one or more of our credit reference agencies, which includes but is not limited to Experian and Vision-net.

18.8 When a client or a representative submits a finance application (by providing information through the platform, third party, or directly to the Purchaser) it automatically gives its consent for the Purchaser to request information about its credit history, application and repayment history to a credit reference agency such as the ICB, Central Credit Register etc. and to seek information about its credit history. This is a regulatory requirement of the Purchaser.

18.9 Our privacy policy which you have accepted along with these terms when you create a user account on the platform and/ or agree to an Advance is located here:  https://www.gridfinance.ie/privacy-policy/