Cash Advance - Terms and Conditions

These Terms and Conditions are valid on cash advances requested after the 6th of October 2021.

IT IS AGREED as follows:

1. General

(a) These SumUp Cash Advance Terms and Conditions (the CATC) form the basis of a binding legal agreement (this Agreement) between you (you) and SumUp Payments Limited a limited liability company incorporated in England and Wales, registered number 07836562, having its registered office at 32-34 Great Marlborough Street, London W1F 7JB, United Kingdom (SumUp, we or us).

(b) In order to participate in the cash advance program described in this Agreement (the Program), you agree to be bound by these CATC, the terms specified in your SumUp Account dashboard and all other terms, policies, and guidelines applicable to your use of the Service or the Program. You also agree that this Agreement incorporates the SumUp Terms and Conditions (available at https://sumup.co.uk/terms/) (the Terms) and that your entry into this Agreement does not waive your obligations under the Terms. In the event of any conflict between the Terms and the CATC, the Terms will prevail to the extent they reflect your rights under applicable laws and regulations; in the event of any other conflict, the CATC will prevail. 

(c) You acknowledge that we may disclose information about this Agreement and the terms of the Purchased Receivables (including your personal data (as defined in the Data Protection Laws)) to any assignee of the rights under this Agreement and the Purchased Receivables, any financier, security trustee or other parties related to such financing or rating agency or any guarantor providing a guarantee to us or in respect of any financing provided to us, including their affiliates or advisers, and in respect of any regulatory requirement and the rules of any stock exchange, provided that such disclosure is made in accordance with the Data Protection Laws and the SumUp Privacy Policy (available at https://sumup.co.uk/privacy/) (the Privacy Policy).

2. Purchase and Sale of Receivables

(a) Overview

Under this Agreement, we are purchasing Future Receivables from you in exchange for the Advance Amount.  We will then take the Deduction Amount from card payments made to your SumUp Account until the Payback Amount (which equals the Advance Amount plus a Fixed Fee) is satisfied.  The Payback Amount must be satisfied within one year of us paying the Advance Amount.

(b) Principal Terms

A complete set of defined terms can be found in paragraph 1.1 (Glossary) of the Appendix. A selection of the defined terms is highlighted in the following table and the specific values for them are displayed in the Cash Advance section of your SumUp Account dashboard.

Advance Amount

This is the amount you will receive from SumUp for your Future Receivables.

Fixed Fee

This is the amount charged by SumUp for purchasing Future Receivables from you.

Payback Amount

This is the total amount of your Future Receivables that SumUp will keep in exchange for paying you the Advance Amount. It is equal to the Advance Amount plus the Fixed Fee.

Deduction Percentage

This is the percentage of each of your card payments processed through our Service that SumUp will keep, until the total amount we have kept adds up to the Payback Amount, subject to any increase pursuant to paragraph 2.3 (Adjusting the Minimum Purchased Receivables Requirement and Deduction Percentage) of the Appendix. 

Minimum Purchased Receivables 

This is the minimum total amount of your Future Receivables that SumUp must receive every month. It is equal to one-twelfth of the Payback Amount, subject to any adjustment pursuant to paragraph 2.3 (Adjusting the Minimum Purchased Receivables Requirement and Deduction Percentage) of the Appendix.

(c) Sale and Purchase

The effect of this Agreement is that, on the Start Date, you sell to us and we buy from you, in return for the Advance Amount, all of your Future Receivables and all of your Rights in respect of such Future Receivables, to the extent not already assigned to us pursuant to the Terms. The reason we will keep your Future Receivables, up to the Payback Amount, is because we are buying all your Future Receivables and Rights in those Future Receivables, and collecting on them, on the basis set out in more detail in paragraph 2.1 (Purchase, Sale and Collections) of the Appendix.

(d) Termination

Once we have retained the Payback Amount (the date when the Payback Amount is retained in full being the Payback Date), this Agreement will automatically terminate 90 days after the Payback Date (the relevant date of termination being the Termination Date). Following the occurrence of the Termination Date, there will be no further assignment of your Future Receivables to us. For the avoidance of doubt, any termination of this Agreement does not affect the Terms, which remain in full force and effect unless separately terminated by you or us in accordance with the Terms.

3. Representations and Warranties

(a) You represent and warrant to us that on the date of this Agreement the representations and warranties set out in paragraph 2.4 (Representations and Warranties) of the Appendix are true and correct.

(b) The representations and warranties made by you in paragraph 2.4 (Representations and Warranties) of the Appendix will be deemed to be repeated by you each day (by reference to the facts and circumstances existing on that day) until all of your obligations under this Agreement have been discharged in full.

4. Your Obligations

You shall comply with all of the obligations set out in paragraph 2.5 (Your Obligations) of the Appendix from the date of this Agreement until you have discharged all of your liabilities under this Agreement.

5. Events of Termination

(a) When or after an Event of Termination occurs, we have the right to do any of the following immediately after providing notice to you:

(i) terminate this Agreement;

(ii) demand immediate repurchase by you of the outstanding Purchased Receivables for a repurchase price equal to the then current Total Remaining Payback Amount;

(iii) recover or debit the Total Remaining Payback Amount from any and all funds that we receive for you through our Service or which are available in your SumUp Accounts or any of your related bank accounts;

(iv) seek damages equal to the Total Remaining Payback Amount; and

(v) exercise any rights, powers, discretions, authorities and remedies we have under this Agreement or the Terms or which we are given by law or equity.

(b) If any of the following events (each an Event of Repurchase) occurs and is continuing:

(i) a dispute or dilution exists or arises with respect to any Purchased Receivable:

(A) because another person claims or asserts a reduction in the receivable amount or a delay or postponement in the timing of payment; or

(B) which otherwise has a material adverse effect on the value, collectability or enforceability of such Purchased Receivable; or

(ii) a Purchased Receivable (or any part of it) is not paid by its settlement date for any reason (including because of the insolvency of any account debtors or any acquirers as defined in the Terms) obliged to make payment(s) on any Purchased Receivable; or

(iii) an Event of Termination has occurred, then, we may require you to repurchase all Purchased Receivables then outstanding which are affected by the Event of Repurchase (and, if there is an Event of Termination, all Purchased Receivables outstanding at that time shall be deemed to be affected and therefore subject to such repurchase). If so:

(A) we will notify you through your SumUp Account dashboard, and require you to pay us the Total Remaining Payback Amount relating to such Purchased Receivables on a day which is at least five (5) days after we give you notice; and

(B) you must pay the Total Remaining Payback Amount relating to such Purchased Receivables to SumUp in immediately available funds.

(c) Upon the payment by you in full of the Total Remaining Payback Amount with respect to a Purchased Receivable, such Purchased Receivable shall be repurchased by you from us without recourse to or warranty by us and shall no longer constitute a Purchased Receivable. You agree that we may exercise our rights of set off set out in paragraph 2.7(n) (Right of Set-off) of the Appendix in respect of any such payment. 

2. Duration

Once the Total Remaining Payback Amount is irrevocably satisfied and reduced to zero, the assignment to us of all Purchased Receivables purchased by us under this Agreement will be fulfilled and you shall have no further obligation to us under this Agreement.

3. Governing Law and Jurisdiction

3.1 Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

3.2 Disputes

(a) You must address any complaints relating to this Agreement to us in the first instance by contacting our customer service department. Before referring the dispute to court, you will endeavour to resolve any dispute with us by amicable negotiations.

(b) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute). The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) Notwithstanding paragraphs (a) and (b) above, we shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, we may take concurrent proceedings in any number of jurisdictions.

(d) If you are not happy with the response you receive from us, or you do not hear from us within the relevant time period, the Financial Ombudsman Service (financial-ombudsman.org.uk) may be able to help you.

Appendix

1. Interpretation

1.1 Glossary

In this Agreement:

Advance Amount means the amount as set out in Clause 2 (Purchase and Sale of Receivables);

CATC has the meaning given to that term in Clause 1 (General);

Collections means, with respect to any Purchased Receivable, all cash collections, wire transfers, electronic funds transfers and other cash proceeds of such Purchased Receivable;

Confidential Information means the terms of this Agreement and any information of the disclosing party that the receiving party should reasonably understand to be confidential based on the context of disclosure or the information itself;

Data Protection Laws means any applicable laws concerning the processing of data relating to living persons, each to the extent applicable to the activities or obligations under or pursuant to this agreement; 

Deduction means any withholding of funds from your Payouts or debiting of funds in your SumUp Account in order to satisfy the Payback Amount;

Deduction Percentage is the amount as set out in Clause 2 (Purchase and Sale of Receivables);

Event of Repurchase has the meaning given to that term in Clause 5 (Events of Termination);

Event of Termination means any event or circumstance set out in paragraph 2.6 (Events of Termination) of the Appendix or any such event or circumstance which would (with the giving of notice, the making of any determination under this Agreement or any combination of any of the foregoing) give rise to an event or circumstance specified in that paragraph 2.6;

Fixed Fee is the fee charged to you as set out in Clause 2 (Purchase and Sale of Receivables);

Future Receivable means any receivable (including any tax) owing to you or that will become due and owing to you after the Start Date that we process for you through our Service and which are credited to us and due to you (after all our processing fees with respect to the funds we process and any other applicable fees are deducted or reserves are withheld in accordance with the Terms and excluding any reversed or held payments) under clause 1.4 of the Terms;

GBP, £ and Sterling means the lawful currency of the United Kingdom;

Indemnified Persons has the meaning given to that term in paragraph 2.7(j) (Indemnification) of the Appendix;

IP Rights has the meaning given to that term in paragraph 2.7(g) (Intellectual Property Rights) of the Appendix;

Losses has the meaning given to that term in paragraph 2.7(j) (Indemnification) of the Appendix;

Minimum Purchased Receivables has the meaning given to that term in Clause 2 (Purchase and Sale of Receivables);

Payback Amount has the meaning given to that term in Clause 2 (Purchase and Sale of Receivables);

Payback Date has the meaning given to that term in Clause 2(d);

Payout has the meaning given to that term in paragraph 2.1(d) (Purchase, Sale and Collections) of the Appendix;

Privacy Policy has the meaning given to that term in Clause 1 (General);

Program has the meaning given to that term in Clause 1 (General);

Purchased Receivable means each Future Receivable (together with Collections and proceeds with respect to that Future Receivable) sold and purchased under this Agreement except for any Purchased Receivables that have been repurchased by you pursuant to paragraph 2.2 (Repurchase of Future Receivables) or Clause 5 (Events of Termination);

Relevant Personal Data means all personal data (as defined in the Data Protection Laws) processed by the parties in connection with this Agreement;

Rights means, in relation to a Future Receivable, all rights, title, benefits and interest in and to such Future Receivable (but no underlying obligations) including any rights of indemnity, the benefit of any insurance policy and any security to which you are entitled in respect of such Future 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 means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

Service means the payment processing service and other services provided by us to you pursuant to the Terms;

Start Date is the date we disburse the Advance Amount for the Future Receivables to your bank account, subject to satisfaction of conditions precedent that we may require you to fulfil with respect to our internal approval procedures;

SumUp Account means any account established under the Terms to which you have previously agreed; 

Termination Date has the meaning given to that term in Clause 2(d);

Terms has the meaning given to that term in Clause 1 (General); and

Total Remaining Payback Amount means, at any given time, the Payback Amount less any Deductions retained by us.

1.2 Your Obligations

(a) Information Undertakings

(i) You acknowledge that we have and will continue to rely on the validity, completeness and accuracy of all information (whether financial and otherwise) provided by you or on your behalf in connection with this Agreement.

(ii) If reasonably requested by us, you shall supply to us:

(A) (ii) If reasonably requested by us, you shall supply to us:

(B) any requested information regarding your financial condition, business and operations (including but not limited to your bank statements and any processing agreements with third parties); and

(C) any transaction files maintained by you, and any other information related to Future Receivables, past sales volumes or the transactions contemplated by this Agreement, whether prepared for the purpose of an audit or otherwise.

(iii) You shall notify us of any Event of Termination (and the steps, if any, that are being taken to remedy it) promptly upon becoming aware of its occurrence.

(iv) You shall promptly notify us of (A) any dispute of which you become aware that affects your business and operations; and (B) the occurrence of any event, which in either case, will or may prevent or render impracticable the carrying on by you of your business or operations.

(b) General Undertakings

You irrevocably covenant and agree that, during the term of this Agreement, you shall:

(i) comply with the Terms and the Privacy Policy;

(ii) maintain at all times a SumUp Account with us (in your name as at the date of this Agreement) and keep open and in good standing any related bank account, which is your primary current account, with a view to ensuring that you are able to meet your obligations under this Agreement;

(iii) ensure that no SumUp Account you have with us is closed or terminated by us due to a failure by you;

(iv) deliver to us any processing reports in respect of your SumUp Accounts and Future Receivables as reasonably requested by us;

(v) continue to accept payments through the Service with a view to ensuring that you are able to meet your obligations under this Agreement;

(vi) not allow any event to occur that could cause a diversion of any of your Future Receivables from us to any other entity with a view to ensuring that you are able to meet your obligations under this Agreement;

(vii) conduct your business and carry out your operations under the name provided in this Agreement and in a manner that is materially consistent with past practice, maintain any and all of your physical or virtual places of business and not conduct any business other than the business you conduct on the date of this Agreement, unless you provide prior written notification to us;

(viii) not create or permit to subsist any mortgage, pledge, charge, lien or other security interest over any of the Future Receivables;

(ix) not allow another person or company (including without limitation a franchisor company if you are a franchisee) to assume or take over the operation and/or control of your business or business location, whether physical or virtual;

(x) not, without our prior written consent:

(A) incur, or have outstanding, any financial indebtedness which is greater than the lower of £50,000 or the equivalent of 100% of your annual sales;

(B) sell, dispose, convey or otherwise transfer any of your business or assets (other than in the ordinary course of business);

(C) make any substantial investment which might change the conduct or scale of your business as compared to its conduct or scale at the date of this Agreement; or

(D) enter into any amalgamation, demerger, merger or reconstruction; and

(xi) co-operate fully with us to take all reasonably necessary actions required to effectuate each of your obligations under this Agreement, including but not limited to signing any and all documents (including any power of attorney) we reasonably deem necessary and providing us with such information as we may reasonably request from time to time.

(c) Data Protection Obligations

(i) You warrant and undertake that:

(A) you have collected and shall collect any Relevant Personal Data in accordance with Data Protection Laws; and

(B) you have the right to disclose that Relevant Personal Data to us and that disclosure is in compliance with Data Protection Laws.

(ii) If Relevant Personal Data is provided by you or on your behalf to us, you shall procure that the Privacy Policy is made available to each of the data subjects to whom such Relevant Personal Data relates.

These undertakings and your other obligations under the Agreement are without prejudice to your rights under applicable laws and regulations, including under the Interchange Fee Regulation (EU) 2015/751 or the Payment Services Regulations (you can ask us for details of these rights, which may for example include rights to end our Service in accordance with the Terms).

1.3 Events of Termination

Each of the following events or circumstances is an Event of Termination:

(a) Breach of obligations

You do not comply with any term of this Agreement, the Privacy Policy or the Terms where such failure to comply could, in our reasonable opinion, give rise to a material adverse effect and, if the breach is capable of remedy, fail to remedy the breach within 5 days of notice from us requesting you to do so. For the purposes of this paragraph (a) a material breach includes a breach of Clause 2 (Purchase and Sale of Receivables).

(b) Minimum Purchased Receivables

You fail to comply with the Minimum Purchased Receivables requirement.

(c) Misrepresentation

Any representation or statement made or deemed to be made by you in this Agreement is or proves to have been materially incorrect or misleading when made or deemed to be made.

(d) Cross default

Any of your material financial indebtedness (i) is not paid when due, (ii) becomes due and payable prior to its specified maturity; or (iii) is cancelled by a creditor as a result of an event of default.

(e) Insolvency

(i) You:

(A) are unable or admit inability to pay your debts as they fall due;

(B) suspend making payments on any of your debts; or

(C) by reason of actual or anticipated financial difficulties, commence negotiations with one or more of your creditors (excluding us in our capacity as such) with a view to rescheduling any of your indebtedness.

(ii) The value your assets is less than your liabilities (taking into account contingent and prospective liabilities).

(iii) A moratorium is declared in respect of any of your indebtedness.

(f) Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) your suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise);

(ii) a composition, compromise, assignment or arrangement with any of your creditors;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of you or any of your assets; or

(iv) enforcement of any Security over any of your assets,

or any analogous procedure or step is taken in any jurisdiction.

This paragraph (f) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 5 days of commencement.

(g) Creditors' process

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any of your asset or assets.

(h) Repudiation and Rescission

You rescind or purport to rescind or repudiate or purport to repudiate this Agreement.

(i) Cessation of Business

You suspend or cease to carry on (or threaten to suspend or cease to carry on) all or a material part of your business.

(j) Closure of SumUp Account

You close your SumUp Account.

(k) Unlawfulness

(i) It is or becomes unlawful for you to perform any of your obligations under this Agreement.

(ii) Any of your obligations under this Agreement are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects our interests under this Agreement.

(iii) This Agreement ceases to be in full force or is alleged by a party to it (other than us) to be ineffective.

(l) Change of control

If you are a company, partnership or other legal body, you cease to be legally and beneficially owned by the persons who own you as at the date of this Agreement or the legal, beneficial or economic interest of your owners is materially reduced (in our opinion).

(m) Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to this Agreement or the transactions contemplated by this Agreement or against you or your assets which have or are reasonably likely to in our opinion have a material adverse effect on your business or operations or financial standing.

(n) Material adverse change

Any other event or circumstance occurs which we reasonably believe has or is reasonably likely to have a material adverse effect on your business or operations or financial standing which shall include a substantial decline in Future Receivables (in our opinion).

(o) Termination of the Terms

You fully or partially terminate the Terms (including by exercising any termination rights you have under applicable laws and regulations or to reflect applicable laws and regulations).

1.4 Additional Terms

(a) Sale of Future Receivables

The parties to this Agreement agree that payment of any Advance Amount by us in exchange for the relevant Future Receivables is a purchase of receivables and is not intended to be, nor shall it be construed as, a loan from us to you.

(b) Remedies; Liquidated Damages

(i) If you materially breach any provision of this Agreement, we shall immediately be entitled to damages equal to the then current Total Remaining Payback Amount.  You consent to and authorise us to debit from any of your SumUp Account(s) and to deduct from the proceeds of Purchased Receivables all or any portion of such Total Remaining Payback Amount.

(ii) The remedies provided under this Agreement are cumulative and not exclusive of any remedies provided by law or equity.

(c) Assignment by the Parties

(i) We may:

(A) assign, novate, transfer, declare a trust over, grant Security over, or otherwise dispose of any of our rights, interests, benefits and/or obligations under this Agreement and, for the avoidance of doubt, of any Purchased Receivable and the related Rights acquired by us under this Agreement without prior notice to you; and  

(B) delegate any part of our obligations under or in connection with this Agreement to a third party, provided that we shall remain liable for the acts and omissions of any such delegate as if they were our acts or omissions. 

(ii) You may not assign, transfer, declare a trust over, grant security over or otherwise dispose of or delegate or sub contract any of your rights, interests, benefits and/or obligations under this Agreement (and for the avoidance of doubt, including in respect of any Future Receivables) or purport to do so.

(d) Amendments 

We may change any term of this Agreement by giving notice to you of any such change, except that the provisions of Clause 2 (Purchase and Sale of Receivables) can only be changed with the agreement of all parties to this Agreement.

(e) Remedies and Waivers

No failure by us to exercise, nor any delay in exercising, any right or remedy under this Agreement shall operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement.  No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

(f) Notices

You agree that we may provide communications about this Agreement and the transactions contemplated herein electronically. We reserve the right to contact you via letter or telephone, when appropriate.

All notices, requests and demands given or made under this Agreement from us to you may be given or made via electronic means, including by email to your registered email address and/or by notification on your SumUp Account dashboard.

Any notice to us under this Agreement must be sent by email to [email protected]

All notices or other communication under this Agreement will be deemed to have been received:

(i) in the case of electronic communications made by us to you, within twenty-four (24) hours of the time we post it to our website, the SumUp Account dashboard or email it to you; and

(i) if sent by post, five (5) days after being deposited in the post with first class prepaid postage.

(g) Intellectual Property Rights

(i) Intellectual Property Rights (IP Rights) means any and all rights related directly or indirectly to this Agreement, the Service and the SumUp website, the internet domain names, all content and technology related thereto and all logos including, but not limited to, copyrights, moral rights, database rights, trademarks, name rights, utility models and design rights, patents, and all other exclusive and non-exclusive rights worldwide as may now exist or come into existence, are granted or transferred in the future.

(ii) We (or our licensors) are the exclusive owner of all IP Rights and nothing in this Agreement or the Terms will be construed as transfer or concession of the IP Rights to you. You may not copy, imitate or use the IP Rights without our prior written consent. Logos, trademarks and images in particular may not be copied, used, linked, disseminated, etc. without our prior express written approval.

(iii) We grant you a personal, limited, non-exclusive, revocable, non-transferable license (without the right to sublicense) to electronically access and use the Service for the purposes of this Agreement. You must not use our intellectual property as your own, except as permitted under this Agreement or the Terms, and to enjoy the Service. You may not duplicate, publish, modify, create derivative works from, participate in the transfer of, post on the World Wide Web, or in any way distribute or exploit the Service and our website for any public or commercial use without our express written consent.

(iv) If you decide to submit comments or ideas about the Service, you agree that we are free to use the ideas without any additional compensation to you, and/or to disclose or exploit the ideas as we wish.

(h) Links to other Websites

Our website may contain links to third party websites related to the Service. The inclusion of any website link does not imply an approval, endorsement, or recommendation by us. Such third-party websites are not governed by this Agreement or the Terms. You access any such website at your own risk and we expressly disclaim any liability for these websites.

(i) English Language

Any notice and all other documents given or provided under or in connection with this Agreement must be in English.

(j) Indemnification

(i) In addition to all rights and remedies available to the parties at law or in equity, you shall indemnify us, our parent, our officers, directors, employees, agents, suppliers, successors, and assigns (collectively, the Indemnified Persons), hold harmless from and against and pay on behalf of or reimburse each such Indemnified Person within five days of demand for any and all loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, audit, investigation, inquiry, or other proceeding, tax, penalty, fine or expense, whether or not arising out of any claims by or on behalf of such Indemnified Person or any third party, including interest, penalties, legal fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing (including all legal fees and expenses incurred in connection with the enforcement of this paragraph (j)) (collectively, the Losses), that any such Indemnified Person may suffer, sustain, incur or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (A) any actual or alleged misrepresentation or breach of warranty given by you under this Agreement; (B) any nonfulfillment, default or breach of any covenant or agreement by you in this Agreement; (C) your wrongful or improper use of the Service; or (D) your violation of any third-party right, including without limitation any right of privacy, publicity rights or IP Rights.

(ii) You agree to fully indemnify us and hold us harmless on written demand for any Losses suffered as a result (direct or indirect) of your failure to comply with any applicable laws relating to taxes or tariffs that you are responsible for. The Losses which are covered by this indemnity are, however, subject always to being limited to the amount of such taxes or tariffs (plus any interest or penalties that may be added by the relevant taxing authority) that you were responsible for paying.

(k) Limitation of Liability

To the maximum extent permitted by applicable law, in no event will we be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, that result from your entry into this Agreement, and the use of, inability to use, or unavailability of the Service. In all cases, we will not be liable for any loss or damage that is not reasonably foreseeable. The limitation of our liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis. Our total liability to you under this Agreement arising in tort (including negligence), contract, or otherwise, will not exceed the aggregate Advance Amount paid by us under this Agreement.  You agree that this is a reasonable allocation of risk, which we have relied upon and without which we would not have entered into this Agreement.

(l) Partial Invalidity

Each of the provisions of this Agreement shall be severable and distinct from one another and if at any time any one or more of these provisions (or any part of them) is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

(m) Entire Agreement

This Agreement and each document referred to in it constitutes the entire agreement between you and us in relation to the subject matter of this Agreement and supersedes all previous proposals, agreements and other written and oral communications in relation thereto.

(n) Right of Set-off and Taxes 

(i) Without prejudice to any other rights of set-off or deduction we may have under this Agreement, we will be entitled to deduct from the Collections any sum which is due and payable by you to us under this Agreement.  We may at any time set off any matured obligation owed by us to you under this Agreement against any obligation, whether or not matured, owed by you to us whether arising under this Agreement or otherwise.

(ii) We may make any deduction or withholding from a payment under this Agreement which is required by applicable law (whether in respect of any taxes or otherwise), and any payment required in connection with that deduction or withholding, and we shall not be required to increase any payment in respect of which we make such a deduction or withholding or otherwise compensate you for that deduction or withholding.

(iii) You shall not be entitled to exercise any set-off, counterclaim, withholding or deduction in respect of any payment obligations owed by you to us under this Agreement. If any deduction or withholding is required by applicable law, your payment shall be increased so that the net amount received by us after such deduction or withholding is equal to the amount we would have been entitled to receive in the absence of any requirement to make such deduction or withholding. 

(iv) All amounts payable under this Agreement by you to us which, in whole or in part, constitute consideration for any supply for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply. 

(o) Collections

No Collections will be deemed received by us for purposes of this Agreement until funds are credited to our account as immediately available funds or otherwise actually received by us. If Collections are received in a currency other than GBP, we can convert the funds into GBP at our standard currency conversion rate and deduct the converted amount as required. Our standard currency conversion fees will apply to such conversion.

(p) Confidentiality

Each party to this Agreement agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph (q) (Disclosure of Confidential Information) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

The obligations of this paragraph (p) shall survive termination of this Agreement for six years.

(q) Disclosure of Confidential Information

(i) Any party to this Agreement may disclose to:

(A) any of its affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives such Confidential Information as that party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there will be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(B) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(C) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; and

(D) any person with our consent.

(ii) We may disclose to any person to (or through) whom we assign or transfer (or may potentially assign or transfer) all or any of our rights and/or obligations under this Agreement or the Purchased Receivables, to any rating agency, to any entity providing financing or a guarantee to us or in respect of any financing provided to us or taking security over our rights under this Agreement or the Purchased Receivables or any party related to such financing or guarantee and, to any of that person's affiliates, representatives and professional advisers.

(iii) The obligations of paragraph (p) (Confidentiality) shall not apply to Confidential Information which (A) is already known by the recipient, (B) becomes publicly known through no act or fault of the recipient, (C) is received by recipient from a third party without a restriction on its disclosure or use, or (D) is independently developed by the recipient without reference to any Confidential Information.

(r) Data Protection

(i) You acknowledge that, for the purposes of the Data Protection Laws: 

(A) we are an independent controller of the Relevant Personal Data; and

(B) we, independently of you, determine the purposes for which, and the manner in which, Relevant Personal Data is, or is to be, processed. 

(ii) Each party to this Agreement agrees to comply with all applicable Data Protection Laws in respect of the processing of Relevant Personal Data. 

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