INTRODUCER TERMS OF BUSINESS
These terms apply to all introductions of Prospective Clients made to Praetura Invoice Finance (“PIF”) or its Associates by the Introducer.
1) The Introducer Agreement shall come into force on the Commencement Date specified within it and shall continue until terminated in accordance with the provisions set out below:
a. Each party may terminate the Agreement by giving the other 30 days written notice.
b. PIF can terminate immediately by notice in writing in the event that the Introducer is in material or repeated breach of the terms of this Agreement.
c. Upon termination of the Agreement under b) above PIF will continue to make commission payments to the Introducer for Clients previously introduced to them for so long as PIF continues to receive Service Fees from introduced Clients.
d. PIF may terminate the Agreement with immediate effect if the Introducer:
i. ceases to trade or enters into any formal insolvency process;
ii. breaches any of the provisions of the Agreement and if such breach is capable of remedy, fails to remedy it within 10 business days after being given full details of such breach, requiring it to be remedied; or
iii. acts in any way which may adversely affect the reputation of PIF or its associated companies in the invoice finance industry.
e. In the event that the Agreement is terminated pursuant to paragraph 1) d above, then the Introducer will cease to be entitled to commission payments for Clients previously introduced save only that any unpaid commission accrued to the date of termination will be paid.
2) To qualify as a successful introduction, and be counted for commission purposes, a Prospective Client must become a Client of PIF within 2 months of the original introduction by the Introducer to PIF, unless agreed otherwise between the parties.
For the avoidance of doubt if the Prospective Client is not accepted for funding by PIF within a period of 2 months from the date of such introduction, and then is subsequently introduced to PIF by a different introducer and funding is provided to the Prospective Client, then the Introducer shall not be entitled to any commission payment from PIF.
3) Commission will be payable only after the funds in respect of the Invoice Finance Facilities have been drawn down by the Client referred to us, and after all of the PIF security requirements have been met.
4) Commission will be paid (on the terms set out in the Introducer Agreement) on the Service Fees and where applicable Up-Front Fees levied by PIF both on the ‘take-on’ ledger at commencement of the facility, and on an ongoing basis (currently monthly).
5) Commission will not be paid on any Service Fee or other charges levied by us upon termination of the Client’s facility.
6) PIF will issue to the Introducer a statement of commission payable monthly in arrears by the 10th of each month in respect of client charges levied in the preceding calendar month. The Introducer should send their matching invoice to PIF using the details contained within the Introducer Agreement.
7) When the Introducer confirms agreement to the statement of commission payable PIF will make payment of the sum by electronic transfer (or other such method may be agreed) on or around 15th of the month
8) PIF are a member of UK Finance. The UK Finance Invoice Finance and Asset Based Lending Code of Conduct requires that PIF discloses that they pay introductory commission (where applicable) and to whom it is paid. This disclosure will be included in the PIF offer of facilities and PIF therefore reserve the right to disclose details of this Agreement
9) PIF reserves the right to recover from the Introducer any Up Front Fees in respect of any Client which does not remain live for a period of six (6) months. Where a Client remains live for between six months and twelve months, Up Front Fees may be recovered by PIF on a pro-rata basis, with no recovery entitlement in respect of a Client that remains live for twelve months or more. PIF may use this right of recovery by set off against Commission Fees payable in respect of other Clients.
10) PIF may require the Introducer to provide them with a copy of appropriate identity documents of either Proprietor, Partners, or Directors of the Introducer as appropriate. PIF may carry out searches with reference and/or fraud prevention agencies and may use such searches to prevent fraud or money laundering.
11) The Introducer is not appointed as PIF’s agent and shall have no authority to bind PIF in any way or incur any form of liability on PIF’s behalf. The Introducer (including, but not limited to, entering into contractual relationships) and shall not hold itself out as having any authority or capacity to do so.
12) Both parties shall comply with any notification requirements and/or other obligations under the prevailing Data Protection legislation. The Introducer will ensure that all Clients or Prospective Clients (and any other relevant third parties) have been informed of, and where necessary consented to, the provision of all personal and/or confidential data to PIF for their use and processing of such personal and/or confidential data on the Client’s behalf.
13) The Introducer shall be solely responsible for obtaining the consent of the Prospective Client for the Introducer to provide all information required by PIF in relation to the Prospective Client and shall take all reasonable steps to verify the accuracy of such information.
14) The Introducer shall promptly inform PIF of any data or information in its possession (written or otherwise, and including but not limited to any adverse financial information) which may materially affect any decision of PIF to make an offer of facilities, enter into (or continue) an Agreement with a Client.
15) The Introducer may not assign, mortgage, charge or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the express written consent of PIF. PIF shall be entitled without notice to the Introducer to assign any of its rights hereunder to any third party or to perform any of the obligations undertaken by it through any of its Associates.
16) If there is any conflict between the provisions of the Introducer Agreement and the provisions of these terms then the Introducer Agreement shall take precedence
17) This Agreement shall be subject to the law of England and Wales and you agree to submit to the exclusive jurisdiction of the courts of England and Wales.
