Terms of Service - Finverity.com

1. Welcome to Finverity.

1.1. Finverity Ltd (“Finverity“, “we“, “our“, or “us“) operates an online invoice trading platform which enables Invoice Sellers to sell, and Investors to purchase, Invoices (each as defined below), which Finverity makes available as a service through the Website (the “Finverity Service“).

1.2. By using the Finverity Service or signing an Order Form, you agree to these Terms of Service (as amended from time to time), including any documents referred to within it. If you do not agree to these Terms of Service, please do not browse or otherwise access or use the Finverity Service.

2. Key definitions

2.1 In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:

“Agreement” means the agreement between the Client and Finverity, comprising the relevant Order Form and these Terms of Service. Each Order Form is subject to these Terms of Service and constitutes a separate Agreement.

“Authorised User” means any employee or personnel or other person authorised by the Client to access the Finverity Service on behalf of the Client;

“Client” or “you” means an Investor or an Invoice Seller that has created a Service Account to use the Finverity Service;

“Client Account” means either a pooled segregated bank account held by Finverity on behalf of Investors at a regulated payment services institution in the UK, or a pooled bank account in the name of Finverity;

“Client Data” means the content and data that the Client or an Authorised User makes available to Finverity in connection with its use of the Finverity Service, and which is hosted by Finverity in connection with the provision of the Finverity Service;

“Commercial Dispute” means, for an Invoice, any one or more of the following:

all or any part of the Invoice or any relevant part of the Customer Contract being or becoming invalid or unenforceable against the Invoice Payer because of an act or omission of the Invoice Seller; and/or
a situation where the Invoice Payer does not pay its Invoice in full by the applicable due date because the Invoice Payer asserts it is required not to pay because of a breach of the Customer Contract or some other obligation by the Invoice Seller; and the Invoice Seller: (i) fully or partially accepts the Invoice Payer’s assertion; or (ii) disputes the Invoice Payer’s assertion but is unable to demonstrate to Finverity’s satisfaction that the Invoice Payer allegation of breach is groundless.

“Customer Contract” has the meaning given in clause 7.6(b);

“Declaration of Trust” means the deed so named, dated on or about [●] entered into by Finverity;

“Dilutions” means any of the following, in each case which is applicable to an Invoice:

credit notes;
discounts;
debit adjustments; and
credit adjustments;

“Discount” means, in respect of any Invoice, the difference between the Invoice Face Value and the Invoice Selling Price;

“Encumbrance” means a mortgage, charge of any kind, pledge, lien or other encumbrance securing any obligation of any person or any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect.

“Finverity Service” has the meaning given in clause 1.1;

“Insolvency Event” means, in relation to any person, any corporate action, legal proceedings or other procedure or step being taken in relation to:

that person suspending payments on any of its debts or is otherwise unable to pay its debts as they fall due;
a moratorium of any indebtedness of that person;
the dissolution, administration, reorganisation or winding-up of that person (including by voluntary arrangement or scheme of arrangement);
a composition, compromise, assignment or arrangement with any creditor of that person;
the appointment of a liquidator, supervisor, receiver, administrative receiver, administrator, compulsory manager, trustee or other similar officer over that person or any of its assets; or
the enforcement of any security over any of that person’s assets (other than security given for the limited recourse financing of the assets over which the security is being enforced),

or any analogous procedure or step being taken in any jurisdiction;

“Investor” means a person that uses the Finverity Service to purchase Invoices at discounted rates;

“Invoice” means an invoice issued by an Invoice Seller to an Invoice Payer for provision of goods or services by that Invoice Seller to an Invoice Payer in the normal course of the Invoice Seller’s trading activities, that is (i) originated by the Invoice Seller issuing an invoice to that Invoice Payer and (ii) identified by reference to the number of that invoice, including the relevant Invoice Seller’s right to receive payment (whether under the related Customer Contract, at law or otherwise) therefor and rights relating to the obligation of the Invoice Payer to pay the invoice amount and any late payment and enforcement costs.

“Invoice Face Value” means, in respect of any Invoice, the full face-value of the Invoice including the amount of any value added tax payable by the Invoice Payer which is applicable to the goods and/or services giving rise to the Invoice;

“Invoice Payer” means a person to which the Invoice Seller supplies goods and/or services, and which is the subject of the Invoice issued by the Invoice Seller;

“Invoice Seller” means a person that issues Invoices to customers (the Invoice Payers) for the supply of goods and/or services, and which submits Invoices to the Finverity Service for sale to Investors;

“Invoice Selling Price” means, in respect of any Invoice, the discounted price of the Invoice Face Value, as set out in the relevant Order Form and on the Finverity Service;

“Minimum Deposit Amount” means the minimum amount (as stated on the Finverity Service at [URL]) that an Investor must deposit into the Client Account to use the Finverity Service;

“Non-Conforming Invoice” means an Invoice as to which:

a Commercial Dispute Event has occurred in relation to that Invoice;
the relevant Invoice Seller has failed to comply with its obligations relating to that Invoice under the Agreement in a material respect and has not remedied such non-compliance within five (5) Business Days of the occurrence of the non-compliance;
the assignment by the relevant Invoice Seller to Finverity of that Invoice for any reason (other than an Insolvency Event of the Invoice Seller) being or becoming invalid or unenforceable against the Invoice Seller;
any representation made in connection with that Invoice pursuant to clause 10.1 turning out to be incorrect when made; and/or
the relevant Invoice Seller does not comply with any undertaking in connection with that invoice pursuant to clause 10.3;

“Order Form” means the order form signed (whether electronically or otherwise) by either (a) an Invoice Seller in respect of the Invoice Seller’s sale of the relevant Invoice(s), or (b) an Investor in respect of the Investor’s purchase of part of the relevant invoice(s);

“Purchase Date” means, in relation to an Invoice, the date upon which such Invoice is purchased by Finverity from the applicable Invoice Seller in accordance with clause 9;

“Repurchase Price” means, in respect of any Invoice, an amount (paid in the currency in which the Invoice Selling Price was paid to the Invoice Seller) equal to the sum of (x) the Invoice Selling Price of such Invoice less any collections, reductions or cancellations relating thereto actually received (and permitted to be retained) by Finverity plus (y) interest at the same discount rate applied to the Invoice in calculating the Invoice Selling Price, from (and including) the Purchase Date to (but excluding) the Repurchase Date;

“Returns” has the meaning given in clause 8.7;

“Rules of Acceptable Use” has the meaning given in clause 6.19;

“Service Fee” means the fee relating to the provision of the Finverity Service in respect of each Invoice, together with any third-party fees payable in respect of the purchase and sale of any Invoice (including any bank charges payable to the relevant bank in respect of any bank transfers), as detailed on the Finverity Service;

“Terms of Service” means these terms of service and any documents referred to within it;

“VAT” means value added tax or any equivalent tax chargeable in the UK or elsewhere;

“Virus” means anything or device (including any software, code, file or program) which may prevent, impair, or otherwise adversely affect, the operation of any computer software, hardware, or network, or any telecommunications service, equipment, or network, or any other service or device; prevent, impair, or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering, or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses, and other similar things or devices; and

“Website” means the website at finverity.com and any other domains through which Finverity makes available the Finverity Service.

2.2 In the Agreement, unless the context otherwise requires:

clause and paragraph headings are inserted for ease of reference only, and shall not affect the interpretation of the Agreement;
a reference to a “person” includes a natural person, corporate, or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives;
any words following the terms “including”, “include(s)”, “in particular” or “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
a reference to a statute, statutory provision, or any subordinate legislation made under a statute, is a reference to those provisions as respectively amended, consolidated, extended, or re-enacted from time to time.

3. Information about us

Finverity Ltd is incorporated and registered in England and Wales under company number 10958949. Our registered address is 1 Fore Street Avenue, Office 3014 Wework, London EC2Y 9DT, England.

4. Your relationship with us

4.1. These Terms of Service set out the terms of your relationship with us. It is important that you read and understand the Terms of Service before using the Finverity Service. If there is anything within the Terms of Service that you do not understand, then please visit our FAQs page or contact us at info@finverity.com to discuss what this means for you.

4.2. You acknowledge and agree that:

any money transferred by a Client or an Invoice Payer to the Finverity Service (other than the Service Fees) and held in a Client Account will be held by Finverity on trust for the relevant Invoice Seller or Investor (as applicable) pursuant to to the trusts, powers and provisions of the Declaration of Trust and will be used by Finverity only as permitted pursuant to the Declaration of Trust, Terms of Service and/or the relevant Agreement, as applicable;
any money held in the Client Account will be commingled with the funds of other Clients and/or Invoice Payers and shall be applied by Finverity in accordance with the relevant Agreement;
any Invoices transferred to Finverity pursuant to the relevant Agreement will be held by Finverity on trust for the relevant Investor(s) pursuant to the trusts, powers and provisions of the Declaration of Trust.

4.3. You must promptly inform Finverity in writing or through the Finverity Service of any changes to your identity, address or other contact information, to your bank account details, or to any other information provided by you to Finverity. You can update this information in the “My Profile” section of the Finverity Service.

5. Duration

Investors

5.1. If you are an Investor, the Terms of Service will commence on the date on which you commence use of the Finverity Service and will continue for as long as you continue to have funds invested through the Finverity Service, subject to earlier termination in accordance with these Terms of Service.

5.2. You may cease use of the Finverity Service at any time, provided that you do not have any outstanding commitments to purchase Invoices pursuant the terms of the Agreement.

Invoice Sellers

5.3. If you are an Invoice Seller, these Terms of Service will apply to each Order Form and together will constitute a separate Agreement.

5.4. Each Agreement will commence on the date of the relevant Order Form, and will continue until we have received payment of the Invoice Selling Price for the relevant Invoice.

5.5. You may cease use of the Finverity Service at any time, provided that we have received payment of all Invoices that you have uploaded to the Finverity Service, and subject to earlier termination in accordance with these Terms of Service, provided that any obligations that accrued before you cease to use the Finverity Service or such termination, as applicable, or that are otherwise expressed to survive termination, will survive.

6. Access to the Finverity Service

On-boarding

6.1. If you are an Invoice Seller: the Finverity Service is only available to businesses and is not available for use by consumers.

6.2. If you are an Investor: the Finverity Service is available to both businesses and consumers.

If you are a business or a consumer: you must deposit at least the Minimum Deposit Amount in your Client Bank Account in order to use the Finverity Service.
If you are a consumer:
1. you must be 18 years or older and capable in your country of residence of entering into a legally binding agreement to use the Finverity Service; and
2. you must be a “professional investor” (for example, an investment professional, a certified high net worth individual, a certified sophisticated investor, or a self-certified sophisticated investor).

6.3. We will contact you to verify your identity and request any additional documentation that we may require for that purpose, as permitted by applicable laws.

6.4. Each Client must keep secure and treat as confidential information all information contained in any Order Forms.

Creating an Service Account

6.5. Each Client will be required to create a Service Account in order to use the Finverity Service.

6.6. The Client must, and shall procure that its Authorised Users will, keep secure and treat as Confidential Information any username and password used by it or by any Authorised User to access the Finverity Service or the Service Account, and the Client must not disclose, and shall prohibit its Authorised Users from disclosing, such username and password to any third party.

6.7. The Client is responsible for maintaining the confidentiality of login details for its Service Account and for any activities that occur under its Service Account, including the activities of its Authorised Users.

6.8. Finverity encourages the Client to use “strong” passwords (using a combination of upper- and lower-case letters, numbers and symbols) with its Service Account.

6.9. If the Client has any concerns about the login details for its Account, or thinks that they may have been misused, the Client shall notify Finverity at data@finverity.com.

6.10. If the Client becomes aware that the login details for its Service Account or of any of its Authorised Users are lost stolen, or are otherwise compromised, the Client must immediately notify Finverity at data@finverity.com.

6.11. The Client must prevent any unauthorised access to, or use of, the Finverity Service, and must promptly notify Finverity in the event of any such unauthorised access or use at data@finverity.com.

6.12. The Client is responsible for ensuring that all of its Authorised Users are aware of these Terms of Service and act in compliance with them.

6.13. Finverity may disable the Client’s Service Account or access to the Finverity Service by the Client or any Authorised Users at any time, if in its sole opinion the Client or any of its Authorised Users have failed to comply with any provisions of these Terms of Service.

Your right to use the Finverity Service

6.14. The materials and content comprising the Finverity Service belongs to Finverity or our third-party licensors, and we give you permission to use these materials and content for the sole purpose of using the Finverity Service in accordance with these Terms of Service.

6.15. Your right to use the Finverity Service is personal to you and you are not allowed to give this right to another person.

6.16. Other than as allowed in these Terms of Service you are not given a right to use the “Finverity” names, trademarks, logos, domain names and other distinctive brand features.

6.17. Unless allowed by these Terms of Service and as permitted by the functionality of the Finverity Service, you agree:

not to copy any portion of the Finverity Service;
not to give or sell or otherwise make available any portion of the Finverity Service to anybody else;
not to change the Finverity Service in any way;
not to look for or access the code of the Finverity Service that we have not expressly published publicly for general use.

6.18. You agree that you have no rights in or to any portion of the Finverity Service other than the right to use the Service in accordance with these Terms of Service.

Rules of Acceptable Use

6.19. In addition tothe other requirements within these Terms of Service, this section describes specific rules that apply to your use of the Finverity Service (the “Rules of Acceptable Use“).

6.20. When using the Finverity Service you must not:

circumvent, disable or otherwise interfere with any security related features of the Finverity Service or features that prevent or restrict use or copying of the content accessible via the Finverity Service;
give any person, or misrepresent your identity or affiliation with any person or give the impression they are linked to Finverity, if this is not the case;
use the Finverity Service other than for its intended purpose as set out in the Terms of Service;
use the Finverity Service if we have suspended your access to it, or have otherwise banned you from using it;
modify, interfere, intercept, disrupt or hack the Finverity Service or collect any data from the Finverity Service other than in accordance with the Terms of Service;
misuse the Finverity Service by knowingly introducing viruses, Trojans, worms, logic bombs or other material which would harm the Service or the equipment of any user of the Finverity Service;
use any automated system, including without limitation “robots”, “spiders” or “offline readers” to access the Service in a manner that send more request messages to the Finverity Service than a human can reasonably produce in the same period of time.

6.21. Failure to comply with the Rules of Acceptable Use constitutes a serious breach of the Terms of Service, and may result in our taking all or any of the following actions (with or without notice):

immediate, temporary or permanent withdrawal of your right to use the Finverity Service;
issuing of a warning to you;
legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

6.22. The responses described in clause 6.21 are not limited, and we may take any other action we reasonably deem appropriate.

7. Approval and disapproval of Invoices

7.1. If you are an Invoice Seller, the provisions of this clause 7 apply to you.

7.2. You must only submit Invoices to the Finverity Service:

as to which the representations and warranties set out in the Agreement are satisfied in all respects;
that are based on bona fide commercial relations; and
in respect of which the underlying goods and/or services have been fully delivered and/or performed, as applicable.

7.3. Once you have submitted any Invoice to the Finverity Service and have clicked to confirm that you would like to sell the Invoice through the Finverity Service, you cannot withdraw the Invoice for a period of seven (7) days from submission. If one hundred per cent (100%) of the Invoice is not fully allocated to Investors within such seven (7) day period, then the Invoice will be automatically removed from sale and will appear in your dashboard on the Finverity Service. You may re-submit the Invoice for sale through the Finverity Service for a lower Invoice Selling Price, or you may remove the Invoice from the Finverity Service.

7.4 If there is a Commercial Dispute or any cancellation or return of goods and/or services relating to any Invoice, you shall immediately notify Finverity in writing.

7.5 You shall immediately notify Finverity in writing on the occurrence of any claims or disputes concerning any relevant Invoice Payer(s), and of any other matter affecting any relevant Invoices.

7.6. You must ensure that each Invoice submitted to Finverity for approval to be uploaded to the Finverity Service is accompanied by:

the original Invoice;
the underlying agreement between you and the relevant Invoice Payer to which the Invoice relates (each such agreement, a “Customer Contract“);
such evidence as Finverity may require of the provision of the goods and/or services in respect of which the Invoice has been issued to the Invoice Payer;
details of any Dilutions granted to the Invoice Payer in respect of the Invoice or otherwise in respect of the goods and/or services to which the Invoice relates.

7.7. You shall not agree with the relevant Invoice Payer any extension of time for payment of the relevant Invoice, or any waiver or modification of the terms of any Customer Contract, except as provided for in these Terms of Service.

7.8. You shall ensure that all information provided to Finverity is accurate, correct, and complete in all respects.

7.9 Finverity is under no obligation to approve any Invoices presented by you for uploading to the Finverity Service, and Finverity may accept or reject Invoices in its sole discretion.

7.10. As part of the Invoice approval process, the Invoice will be submitted for approval to the relevant Invoice Payer.

7.11. Upon approval of an Invoice by Finverity, the Invoice will be uploaded to the Finverity Service.

7.12 The initial Invoice Selling Price notified to you through the Finverity Service on the day that an Invoice is approved by Finverity is the minimum Invoice Selling Price that you will receive. The amount that you will actually receive once the Invoice Selling Price has been fully (100%) allocated to Investors may be higher than the initial Invoice Selling Price, and will be notified to you through the Finverity Service on the date of payment to your business bank account.

7.13. If Finverity discovers at any time prior to the Purchase Date that an Invoice is a Non-Conforming Invoice, Finverity may disapprove the affected Invoice(s) and such Invoice(s) will be removed from the Finverity Service. You will not receive any payment in respect of any disapproved Invoice, or, if all or any part of the Invoice Selling Price has already been transferred to you in respect of any disapproved Invoice, Finverity shall notify you in writing of the disapproval, detailing the reason for the disapproval, and you shall repurchase the Invoice pursuant to clause 11, and Finverity will provide a refund to the relevant Investors. If Finverity discovers after the Purchase Date that an Invoice is a Non-Conforming Invoice, you will be required to repurchase the affected Invoice pursuant to the provisions of clause 11.

8. Sale of Invoices

8.1. We maintain a pooled segregated bank account held by Finverity on behalf of Investors as well as pooled accounts in the name of Finverity to facilitate settlements and transactions between Invoice Sellers, Investors, and Invoice Payers.

8.2. Investors can purchase Invoices through the Finverity Service using one of the following methods:

select specific Invoices to purchase in part and agree with Finverity in writing any pre-approved re-investment parameters (if any); or
use the Finverity Service “Auto-Reinvest” algorithm, which determines which Invoices the Investor’s funds will be used to purchase according to their chosen parameters.

8.3. In order to use the Finverity Service, the Investor must transfer sufficient funds to purchase Invoices to the Client Account (subject to clause 8.4).

8.4. If an Investor has insufficient funds in the Client Account to make any purchase, Finverity may (in its sole discretion) allow the Investor to continue with the purchase provided the shortfall between the total purchase price to be paid by the Investor and the Investor’s funds in the Client Account amounts to no more than one percent (1%) of the total purchase price to be paid by the Investor. The Investor must then top up the Client Account to clear the negative balance before the Investor may make any further purchases, or Finverity will reduce the Investor’s Returns (as defined in clause 8.7 below) by the relevant amount in order to clear the negative balance.

8.5. Once the Invoice Selling Price has been fully (100%) allocated to Investors (this is the point at which the sale takes place), Investors’ funds equivalent to their pro rata share of the Invoice Selling Price will be transferred from the relevant Client Account to a pooled Client Account in the UK, and will be transferred to the Invoice Seller’s business bank account (as detailed on the relevant Invoice) either directly from the Client Account in the UK, or from such other Client Account as Finverity decides at its sole discretion.

8.6. Finverity is under no obligation to make any payments to the Invoice Seller if the Invoice Seller is in breach of the Agreement.

8.7. payment of the Invoice Face Value has been received from the relevant Invoice Payer into a Client Account, then in respect of the applicable portion of the Invoice Selling Price paid by each relevant Investor together with the applicable pro rata share of Discount payable to each relevant Investor (collectively, the “Returns“) either:

Finverity will deduct the applicable Service Fee, and the applicable Returns will be re-invested in accordance with the Investors’ instructions pursuant to clause 8.2; or
if the relevant Investor(s) wishes to withdraw its funds from the Finverity Service, the Investor(s) must first adjust its Service Account settings to stop automatic reinvestments, or must notify Finverity in writing that it wishes to stop automatic reinvestments, and then select the “Withdraw” option on the Finverity Service, and such Investor(s)’ funds will then be transferred to the relevant Client Account from which the relevant Investor(s) can withdraw its funds.

8.8. Investors may withdraw their available funds from the Finverity Service at any time, provided they have a positive balance and such funds have not been committed to purchase Invoices. A “positive balance” means that the relevant Investor has funds after deducting any amounts which are due to Finverity or to other Clients.

8.9. Finverity shall have the sole and exclusive right to collect or enforce payment of Invoices on behalf of the relevant Investor(s).

8.10. If any Invoice Payer does not make payment of an Invoice within the applicable payment terms, Finverity will use such commercially reasonable endeavours as Finverity considers, in its sole determination, to be appropriate in order to collect or enforce payment against the Invoice Payer. Finverity shall under no circumstances be required to enter into proceedings against any Invoice Payer, or otherwise expend its own funds, in order to collect or enforce payment against the Invoice Payer.

8.11. Investors take the credit risk of Invoice Payers not making payment of any Invoices.

8.12. Finverity will price the Discounts using its proprietary credit risk engine. For clarity, by doing so, Finverity is not taking any liability to the actual credit risk of the Invoices. Finverity will be under no obligation to share its pricing tool with any of the users of the Finverity Service other than with any regulator if Finverity is required to do so by applicable law. Finverity will share with Investors’ information and analysis relating to Invoice Payers in order to help Investors to make their investment decisions.

8.13. Finverity may, at its option, take out credit insurance in respect of any Invoices. Finverity shall have no obligation to file an insurance claim in respect of any unpaid Invoices.

8.14. Where any Invoices are credit insured by Finverity, you must not do anything that could in any way prejudice the continuation in full force and effect of the insurance.

8.15. The Client shall, if requested by Finverity or the insurance provider, provide all co-operation requested to ensure the collection and enforcement of any Invoice.

8.16. The Invoice Seller must immediately deliver to Finverity any payment received by the Invoice Seller from any Invoice Payer in error, in respect of any Invoice that has been already sold to an Investor through the Finverity Service. Until delivered to Finverity, the Invoice Seller shall hold any such payment received in respect of an Invoice on trust for Finverity. The Invoice Seller shall be liable to pay the relevant daily funding rate (as set out on the Finverity Service) in respect of any such payment until the payment is received by Finverity.

8.17. Finverity may offer Invoices denominated in various currencies. If an Investor purchases an Invoice denominated in a foreign currency or in a currency for which it does not maintain a wallet on the Finverity Service, that Investor will have the option to (i) request a forward currency exchange contract that will set the currency exchange rate applicable to a specified future currency conversion or (ii) convert the proceeds of such Invoice into another currency at the applicable spot rate of exchange at the time such proceeds are actually received by Finverity. All costs associated with the currency conversion services described in (i) and (ii), including any fees imposed by a broker executing the applicable transaction and by any bank for related funds transfers, shall be borne by the applicable Investor.

8.18 Investors should be aware that Invoice prices shown on the Finverity Service are reflected in the default currency utilised by the relevant Investor on an as-converted basis and that the currency exchange rates used to calculate such amounts are indicative only and are subject to change. The actual rate of exchange applicable to each currency conversion will be determined upon settlement of the relevant currency exchange transaction by a broker performing such services for Finverity and the Investors, and such amount will be notified to the relevant Investor following settlement.

8.19 Foreign exchange services on the Finverty Service will be performed by one or more licenced brokers selected by Finverity. Finverity will not be liable for any loss or damage caused by any act or omission of any such broker, including without limitation any settlement delays. Any such broker may request additional information in order to process a transaction and each Investor requesting the currency exchange services available through the Finverity Service agrees to promptly provide any such requested information. Currency exchange contracts may not be cancelled by an Investor after an order for the related services is placed on the Finverity Service. However, Finverity reserves the right to decline to execute any such order or any part of such order for any reason. By placing an order, each Investor confirms that the details contained in the order are correct in all respects. The Finverity System will display a confirmation screen setting out the details of each such order, including the applicable commission charged on the requested foreign exchange transaction.

9. Assignment of Invoices

9.1. Subject to the terms of this Order Form and the Terms of Service, upon payment of the Invoice Selling Price by Finverity, the Invoice Seller hereby automatically and without any further action sells and assigns (and agrees to assign) to Finverity, with full title guarantee, and Finverity hereby automatically and without any further action purchases and otherwise accepts the assignment of all of the Invoice Seller’s present and future right, title, benefit and interest in, to and under (a) each Invoice listed on this Order Form and (b) all collections with respect to such Invoices, in each case without the need for any further documentation in connection therewith.

9.2. To the extent any right, title or interest in an Invoice is not effectively assigned to or does not otherwise vest in Finverity, to hold such right, title or interest as trustee for Finverity.

9.3. Finverity may:

give notice (and/or require the relevant Invoice Seller to give such notice) to all or any of the Invoice Payers of the sale and assignment of all or any of the Invoices; and/or
direct (and/or require the Invoice Seller to direct) all or any of the Invoice Payers to pay (and procure the payment of) amounts outstanding in respect of Invoices directly to account which is specified by Finverity; and/or
take such other action as it reasonably considers to be necessary, appropriate or desirable in order to recover any amount outstanding in respect of Invoices or to improve, protect, preserve or enforce their rights against the Invoice Payers in respect of Invoices.

9.4. At its own expense, the Invoice Seller shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this clause 9.

10. Representations and Warranties

10.1. If you are an Invoice Seller, you represent and warrant on a continuing basis during the term of this Agreement that:

you are duly incorporated and validly existing under the laws of your jurisdiction of incorporation;
the documents which contain or establish your constitution include provisions which give power, and all necessary corporate authority has been obtained and action taken, for it to own its assets, carry on its business and operations as they are now being conducted and to sign and deliver, and perform the transactions contemplated in each Order Form and the Terms of Service;
your obligations under each Order Form and the Terms of Service constitute, or when executed by you will constitute, your legal, valid and binding obligations enforceable against you in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Your obligations thereunder are and will be direct, unconditional and general obligations which rank equally with all your other unsecured obligations and liabilities, present or future, actual or contingent, save for unsecured obligations and liabilities accorded preference over your other unsecured obligations and liabilities pursuant to any mandatory provision of applicable law;
the execution, signing and delivery of each Order Form and the Terms of Service and the performance of any of the transactions contemplated in any of them do not and will not contravene or breach or constitute a default under or conflict or be inconsistent with or cause to be exceeded any limitation on you or the powers of your directors imposed by or contained in:
1. any law, statute, decree, rule, regulation or licence to which you or any of your assets or revenues is subject or of any order, judgment, injunction, decree, resolution, determination or award of any court or any judicial, administrative, or governmental authority or organisation which applies to it or any of its assets or revenues; or
2. any agreement, indenture, mortgage, deed of trust, bond, or any other document, instrument or obligation to which you are a party or by which any of your assets or revenues is bound or affected; or
3. any document which contains or establishes your constitution;
no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no payment of any duty or tax and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is required to ensure the creation, validity, legality, enforceability or priority of your liabilities and obligations or of the rights of Finverity against you under each Order Form and the Terms of Service;
no Insolvency Event has occurred in respect of you or is continuing in respect of any of your affiliates and you are able and expect to be able to pay your debts as they fall due; and
you have fully performed all the obligations required in respect of any Invoice that you submit to the Finverity Service, the underlying goods and/or services conform to the relevant contract between you and the Invoice Payer, and the Invoice Payer has accepted the underlying goods and/or services and the Invoice without any dispute, deduction, defence, cross-claim or set-off.

10.2. If you are an Invoice Seller, in respect of each Invoice offered by you pursuant to the Agreement, you represent and warrant on the date of the relevant Order Form and the applicable Purchase Date that:

you are entitled to sell and assign such Invoice to Finverity on the terms of this Agreement;
no Insolvency Event has occurred in respect of the relevant Invoice Payer;
all information supplied by or on behalf of you to Finverity in relation to such Invoice was true and accurate in all respects as at its date;
the Invoice Payer in respect of such Invoice is not an affiliate or an associate of yours;
the Invoice Payer in respect of such Invoice is not and will not be entitled to any counter-claim, set-off, defence, or other equity against you in respect of such Invoice, and you do not know, and could not on reasonable enquiry know, of any facts likely to lead to any counter-claim, set-off, defence, or other equity other than any Dilutions disclosed to us in the Order Form and which are taken into account in calculating the Selling Price of the relevant Invoice;
the Invoice Payer in respect of such Invoice is not in breach of any relevant contract which relates to such Invoice and such Invoice Payer has not sought to repudiate or rescind any relevant contract or any other contract with you;
you have not agreed any extension of time for payment of such Invoice, or any waiver or modification of the terms of any relevant contract with the relevant Invoice Payer except as notified to Finverity at the time the Order Form was submitted to Finverity;
the amount payable to Finverity by the applicable Invoice Payer in respect of such Invoice will not be less than the Invoice Face Value, and will not be subject to any rebates or discounts (including any early settlement discounts) and such amount has not been prepaid, reduced or cancelled (in whole or in part) for any reason and none of the due dates of any Invoices have been extended;
the face value of such Invoice as set out in the related Order Form is the amount due and payable by the relevant Invoice Payer on the applicable due date (subject to deductions for any Dilutions applicable to such Invoice as disclosed in the relevant Order Form) and such amount has not been prepaid, reduced or cancelled (in whole or in part) for any reason and the due date of such Invoice has not been extended;
such Invoice represents a legally binding obligation of the relevant Invoice Payer for the Invoice Face Value, and Finverity will obtain a valid, binding, and enforceable title in all respects for the Invoice Face Value under the normal terms of sale or service for your business and arise in the ordinary course of your business;
you have the absolute right to assign such Invoice and upon, and immediately prior to, the assignment of each Invoice to Finverity, you are the sole legal and beneficial owner of such Invoice and you have not assigned, transferred or otherwise disposed of, or created any Encumbrance over, such Invoice;
such Invoice does not arise under a contract containing a non-assignment clause and you have not agreed with any Invoice Payer that you cannot assign your rights under any contract to which any Invoice relates;
you have disclosed to Finverity any fact or matter known to you which might have influenced Finverity’s decision whether or not to approve such Invoice; and
all information, reports, and other papers and data furnished to Finverity in relation to such Invoice are accurate, correct, and complete in all respects.

10.3. If you are an Invoice Seller, you undertake:

not to create or attempt to create any Encumbrance over any Invoice or the relevant Customer Contract, and not to assign or transfer or attempt to assign or transfer any Invoice or the relevant Customer Contract other than in favour of Finverity;
not to exercise any set off rights you may have in respect of any Invoice, unless Finverity gives its prior written consent;
not to amend the payment instructions given to any Invoice Payer in accordance with the Agreement or give any other instructions that are inconsistent with any terms of the Agreement without the written consent of Finverity;
to afford such assistance as Finverity may request and as may be necessary or expedient to effect and perfect a full legal assignment to Finverity of the Invoices;
promptly notify Finverity if a Commercial Dispute arises in connection with any Invoice or the Customer Contract relating thereto;
if after the Purchase Date any monies in respect of an Invoice are paid by the Invoice Payer to you or are otherwise collected by you, to transfer such monies to the relevant Client Account (as notified to you in writing by Finverity) within 1 Business Day of receipt of such monies;
provide such information or assistance as the Investor may request at any time in relation to any Invoice which has not been paid in full by its stated due date;
not to purchase any goods or services from any Invoice Payer without first informing Finverity, and to disclose any contractual arrangements by which the value of any Invoice may be reduced below the face value of such Invoice as set out in the relevant Order Form;
not to issue or permit any Dilutions in relation to any Invoice without the prior consent of Finverity; and
not to vary or cancel any Invoice or any Customer Contract relating to any Invoice, or the rights of Finverity in relation thereto, without the prior consent of Finverity.

10.4. If you are an Investor, you represent and warrant that:

if you are a consumer:
1. you are 18 years or older and capable in your country of residence of entering into a legally binding agreement to use the Finverity Service;
2. you are a “professional investor” (for example, an investment professional, a certified high net worth individual, a certified sophisticated investor, or a self-certified sophisticated investor); and
3. all information, reports, and other papers and data furnished to Finverity are accurate, correct, and complete in all material respects;
if you are not a consumer:
1. all information, reports, and other papers and data furnished to Finverity are accurate, correct, and complete in all material respects.

10.5. The representations and warranties in clauses 10.1 and 10.4 will be deemed repeated on each day during the Term of each Agreement by reference to the facts and circumstances subsisting on each such day.

11. Repurchase of Non-Conforming Invoices

11.1. Repurchase

If, at any time after the applicable Purchase Date, it shall become apparent that an Invoice is a Non-Conforming Invoice, the applicable Invoice Seller shall, within five (5) Business Days of receipt of written notice thereof from Finverity, remedy the matter giving rise thereto if such matter is capable of remedy, and if such matter is not capable of remedy or is not remedied within such period of five (5) Business Days, the applicable Invoice Seller shall on the next following Business Day (the “Repurchase Date“) after the expiry ofof such period repurchase such Invoice and Finverity shall reassign the benefit of such Invoice (the “Relevant Non-Conforming Invoice“).

11.2. Consideration

The consideration payable by the applicable Invoice Seller for each Relevant Non-Conforming Invoice shall be an amount equal to the Repurchase Price as calculated by Finverity (which shall, absent manifest error, be conclusive).

11.3. Non-existent Relevant Non-Conforming Invoices

If the Relevant Non-Conforming Invoice has never existed, or has ceased to exist, such that it is not outstanding on the date on which it is due to be repurchased pursuant to clause 11.1, the applicable Invoice Seller shall not be obliged to repurchase the Relevant Non-Conforming Invoice, but shall instead indemnify Finverity against any loss suffered by reason of any representation or warranty relating to or otherwise affecting the Relevant Non-Conforming Invoice or the Customer Contract from which it is derived, as the case may be, being untrue or incorrect by reference to the facts subsisting at the date of the Order Form or the Purchase Date, as applicable, provided that the amount of such indemnity shall be equal to the Repurchase Price (calculated as if the relevant Invoice had existed).

11.4. Payment on a Repurchase Date

The applicable Invoice Seller shall transfer to the account specified by Finverity by the end of the Business Day on the relevant Repurchase Date the aggregate of the Repurchase Prices of any Relevant Non-Conforming Invoices (including any indemnity payments pursuant to clause 11.3) in consideration for the purchase of such Relevant Non-Conforming Invoices by the applicable Invoice Seller.

12. Fees and charges

12.1. Invoice Sellers are charged a Service Fee in respect of each sale of an Invoice using the Finverity Service, as further detailed in the relevant Order Form and on the Finverity Service, and in clause 8.7.

12.2. The Finverity Service is provided to Investors free of charge, except that all costs associated with the currency conversion services described in clause 8.17(i) and (ii), including any fees imposed by a broker executing the applicable transaction and by any bank for related funds transfers, shall be borne by the applicable Investor.

13. Modifications, cancellations, and refunds

13.1. If you are an Investor, you may modify or cancel a purchase of an Invoice through the Finverity Service prior to confirming your selection of Invoices. Once you have selected “Check Out” you will not be able to change your mind.

13.2. Invoices may be withdrawn from sale through the Finverity Service in accordance with clause 7.3, in which case any funds allocated to any such removed Invoices will be returned to the relevant Investors’ wallets in the Finverity Service (and will show up in the “Available” section).

13.3. Any modification or cancellation may be subject to additional terms and conditions as notified to you prior to your confirmation of a request modify or cancel a purchase/sale of an Invoice, including the terms and conditions set out in this clause 13.

14. Ending our relationship

14.1. If at any time you do not feel that you can agree to the Terms of Service or any changes made to the Terms of Service or the Service, you must immediately stop using the Service.

14.2. You may end your use of the Finverity Service at any time, for any reason, subject to the terms and conditions of clauses 5 and/or 8.8 (as applicable).

14.3. We may immediately end your use of the Finverity Service if you:

break the Rules of Acceptable Use, or any other important rule(s) or terms and conditions of the Terms of Service; or
are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986), or become insolvent, or are subject to an order or a resolution for your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or have an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of your assets, or enter into or propose any composition or arrangement with your creditors generally, or are subject to any analogous event or proceeding in any applicable jurisdiction.

14.4. We may also withdraw the Finverity Service as long as we give you reasonable notice that we plan to do this so that you have a reasonable period of time to withdraw your funds or Invoices from the Finverity Service.

14.5. If you or we end your use of the Finverity Service or we withdraw the Finverity Service as described in this section, we may delete or modify any information we hold about you. You will also lose any rights you have to use the Finverity Service or access our content. We will not offer you compensation for any losses.

14.6. The termination of your use of the Finverity Service shall not affect any of your obligations to pay any sums due to us.

14.7. Termination of any Agreement shall not affect any rights or obligations of Finverity or the relevant Invoice Seller in relation to any Invoice uploaded to the Finverity Service before the date of termination, and the Agreement shall continue to be binding on Finverity and the Invoice Seller until Finverity has received payment in full from the Invoice Payer or until the Invoice Seller has received payment of the Invoice Selling Price for the relevant Invoice.

14.8. The provisions of clauses 9, 10, 11, 14, 15, 16, 21, 22, 23, 24 and 25 shall survive termination of any Agreement.

15. Liability

15.1. We do not assume any liability for any loss or damage suffered by you which is caused by any other Client’s act or omission.

15.2. You acknowledge and agree that Investors bear sole risk of non-payment of any Invoice purchased by the Investor and that, except to the extent provided herein, Invoices are sold to Finverity without recourse, and Finverity shall have no obligation or liability in the event that an Invoice Payer does not pay an Invoice.

15.3. Your use of the Finverity Service (including any information or content on the Finverity Service) is at your sole risk. Without limiting the foregoing, Finverity does not warrant, and Finverity shall have no liability in respect of, the following:

access to any information and/or content on the Finverity Service will be error-free or free from interruption;
the information and/or content on the Finverity Service is accurate, complete, reliable, secure, useful, fit for purpose, or timely;
the information and/or content on the Finverity Service has been tested for use, or will be suitable for use, for investment purposes.

15.4. You acknowledge and agree that the use and interpretation of the information made available on the Finverity Service requires you and any Authorised User to have specific and detailed knowledge of the invoice finance markets, and involves specific risks. You acknowledge that you, and any Authorised User, should not use the Finverity Service if you do not understand the nature of the Finverity Service or the extent of your exposure to risk.

15.5. The information on the Finverity Service is not intended to constitute investment research or any investment recommendation or other financial, investment, legal, tax or accounting advice or any other advice. The Client is strongly advised to seek independent legal or financial advice before making any investment decisions and in particular to verify whether such investment decisions meet the Client’s particular investment objectives and financial capacities. The Client should not make any investment decisions solely on the basis of the information made available on the Finverity Service.

15.6. Nothing on the Finverity Service should be construed as a recommendation by Finverity to purchase, sell or subscribe for financial services or products, nor does it provide any investment advice in any jurisdiction.

15.7. You acknowledge that any suggested investment returns are estimates only, and no suggested rates of return are guaranteed by Finverity.

15.8. You agree to accept liability for, and to reimburse us for, any loss, or damage, liability, or expense that we may suffer as a result of any claim or action brought against us as a result of your use of the Finverity Service (except to the extent caused by our negligence or as otherwise expressly stated in the Terms of Service), or in relation to any sale/purchase of an Invoice, whether in contract (including for any breach of the Terms of Service, Order Form, or any agreement between Clients), tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise.

15.9. We will use reasonable endeavours to ensure that the Finverity Service is reasonably available during normal business hours.

15.10. Unfortunately, due to the nature of the Internet and technology, the Finverity Service is provided on an “as available” and “as is” basis. This means that we are unable to promise that your use of the Finverity Service will be uninterrupted, without delays, error-free, or meet your expectations and we do not give any commitment relating to the performance or availability of the Finverity Service in these Terms of Service and, to the extent we are able to do so, we exclude any commitments that may be implied by law.

15.11. In the event of a claim arising out of the provision of the Finverity Service, our responsibility to you will never be more than the amount you have paid through the Finverity Service in the twelve (12) months prior to the claim arising and, in the event that you have not made any payments through the Finverity Service, our responsibility to you will never be more than £100.

15.12. In every case, we will never be responsible for any loss or damage that is not reasonably foreseeable.

15.13. The Invoice Seller shall indemnify, defend, and hold harmless Finverity and its agents and contractors in full-from and against any and all losses, damages, claims, liabilities, and expenses (including reasonable lawyers’ fees) arising out of a claim brought by any Invoice Payer relating to any Invoice or any contract relating to any Invoice or to any goods or services to which any Invoice relates.

15.14. If you are a consumer, nothing in these Terms of Service excludes or limits our liability to you, or your statutory rights as a consumer, if the law of the country where you live does not allow the exclusions or limitations of liability provided for in the Terms of Service.

16. Resolving disputes

16.1 If you have a dispute with us relating to the Finverity Service, in the first instance please contact us at info@finverity.com and attempt to resolve the dispute with us informally. In the unlikely event that we are not able to resolve a dispute informally, we will discuss and agree with you the most effective way of resolving the dispute.

17. Changes to the Finverity Service

17.1. We are constantly updating and improving the Finverity Service to try and find ways to provide you with new and innovative features and services. Improvements and updates are also made to reflect changing technologies, tastes, behaviours and the way people use the Internet and the Finverity Service.

17.2. In order to do this, we may need to update, reset, stop offering and/or supporting a particular part of the Finverity Service, or feature relating to the Finverity Service (“changes to the Finverity Service“”). These changes to the Finverity Service may affect your past activities on the Finverity Service and features that you use (“service elements“). Any changes to the Finverity Service could involve your service elements being deleted or reset.

17.3. You agree that a key characteristic of the Finverity Service is that changes to the Finverity Service will take place over time and this is an important basis on which we grant you access to the Finverity Service. Once we have made changes to the Finverity Service, your continued use of the Finverity Service will show that you have accepted any changes to the Finverity Service. You are always free to stop using the Finverity Service (subject to clauses 5 and/or 8.8 (as applicable)).

17.4. We will try, where possible and reasonable, to contact you to let you know about any significant changes to the Finverity Service.

18. Changes to the documents

18.1. We may revise these Terms of Service from time to time, but the most current version will always be available on the Website.

18.2. Changes will usually occur because of new features being added to the Finverity Service, changes in the law or where we need to clarify our position on something.

18.3. We will try, where possible and reasonable, to contact you to let you know about any significant changes to any of the documents referred to in the Terms of Service. We may contact you through the Finverity Service (for example by asking you to accept the changes before you continue to use the Finverity Service) or via a separate email.

18.4. Normally, we will try to give you some warning before the new terms become effective. However, sometimes changes will need to be made immediately and if this happens we will not give you any notice.

19. Documents that apply to our relationship with you

19.1. The current version of the Terms of Service (and any applicable Order Form) and the Declaration of Trust contain the only terms and conditions that apply to our relationship with you. Older versions of the Terms of Service and the Declaration of Trust, as applicable, will no longer apply to our relationship and will be completely replaced by the current version.

19.2. We intend to rely on the Terms of Service as setting out the written terms of our agreement with you for the provision of the Finverity Service. If any part of the Terms of Service cannot be enforced, then the remainder of the Terms of Service will still apply to our relationship.

19.3. If you do not comply with the Terms of Service and we do not take action immediately, this does not mean we have given up any right we have and we may still take action in the future.

20. Further Assurance

Each Invoice Seller agrees that from time to time it will, at its own cost, promptly execute and deliver all instruments and documents, and take all further action as Finverity may reasonably request in order to create, perfect, protect or more fully evidence Finverity’s interest in the Invoices and any proceeds thereof.

21. Enforcement

Each Invoice Seller irrevocably consents to Finverity, at any time after the occurrence of an Insolvency Event in respect of an Invoice Payer or the failure by an Invoice Payer to pay an Invoice in full on or prior to the due date thereof, for its own benefit commencing proceedings in the name of such Invoice Seller in respect of any of the related Invoices assigned by such Invoice Seller pursuant to the terms of the Agreement.

22. Notification of Customers

Finverity and each Invoice Seller acknowledge that under the terms of the Customer Contracts, each Invoice Payer shall be entitled, before and after any assignment or assignation of, or declaration of trust over, an Invoice pursuant to the Agreement, to continue to pay all amounts due in respect of such Invoice to the applicable Invoice Seller until the Invoice Payer is given notice of the assignment or assignation of the relevant Invoice by or on behalf of the Invoice Seller or Finverity. Each Invoice Seller agrees that Finverity shall be expressly and irrevocably entitled and authorised to notify the Invoice Payers of the sale and assignment or assignation of an Invoice on its own behalf and as agent on behalf of the applicable invoice Seller. Finverity shall be entitled to delegate to a third party its right to give such notification on behalf of the applicable Invoice Seller.

23. Payment to an Invoice Seller’s Account

Whenever any amount is due, owing or payable to an Invoice Seller under or in connection with the Agreement, payment of such sum in cleared funds into the account specified by such Invoice Seller prior to the applicable Purchase Date shall constitute a complete discharge of Finverity’s obligation to pay such amounts.

24. Appropriation of Payments

If a person owing a payment obligation in respect of an Invoice makes a general payment to the relevant Invoice Seller on account both of an Invoice and of any other monies due for any reason whatsoever to such Invoice Seller and makes no apportionment between them then such payment shall be treated as though the person had appropriated it first to the applicable Invoice and the proceeds of or comprised in such payment up to the full amount due or to become due in respect of the Invoice shall accordingly be the property of the Finverity and the relevant Invoice Seller shall immediately and without deduction transfer that amount in accordance with the Agreement and shall in the meantime hold such monies as fiduciary agent for Finverity.

25. Severability

If any provision of the Terms of Service is judged to be illegal or unenforceable, this will not affect the continuation in full force and effect of the remainder of the provisions.

26. Third Party Rights

A person who is not a party to the Terms of Service or any Order Form may not enforce any of its terms.

27. Force Majeure

Finverity shall have no liability to the Client under the Terms of Service if Finverity is prevented from or delayed in performing its obligations under the Terms of Service, or from carrying on its business, by acts, events, omissions, or accidents, beyond its reasonable control, including, without limitation, strikes, lockouts, or other industrial disputes (whether involving the workforce of Finverity or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

28. Law

English law will apply to all disputes and the interpretation of these Terms of Service. The English courts will have non-exclusive jurisdiction over any dispute arising from or related to your use of the Service.

29. Contact, feedback and complaints

29.1. If you need to contact us in relation to these Terms of Service or any other document mentioned in them, please email us at info@finverity.com.

29.2. We value hearing from our users, and are always interested in learning about ways we can improve the Finverity Service. By providing your feedback you agree that you are giving up any rights you have in your feedback so that we may use and allow others to use it without any restriction and without any payment to you.