These are the “MarketPay Terms of Business” referred to in the MarketPay Terms and Conditions.

1. INTRODUCTION

The MarketPay Agreement (which include these MarketPay Terms of Business) contains the terms that determine the rights and obligations between you and us. By agreeing with MarketFinance "Terms and Conditions", you agree that you have read, understand, and accept the terms and conditions contained in these MarketPay Terms of Business and agree to be bound as a Customer.

2. MARKETPAY PAYMENT TERMS APPLICATION

2.1. Where you agree these MarketPay Terms of Business and are accepted by MarketFinance, MarketFinance will, subject to any credit or risk approvals, use reasonable endeavours to provide MarketPay Payment Terms. You must in respect of each set of MarketPay Payment Terms, first provide to MarketFinance any information MarketFinance requires.

2.2. Once submitted, an application for MarketPay Payment Terms cannot be withdrawn.

2.3. Once submitted, an application for MarketPay Payment Terms can be amended only with the consent of MarketFinance.

2.4. By submitting a MarketPay Payment Terms Application, and each day on which you are a Customer member of the MarketPay Platform, you represent and warrant that:

  • 2.4.1 by agreeing to be bound by the MarketPay Agreement you have not and will not violate any law, regulation, judicial order, security interest or other contract applicable to you; and
  • 2.4.2 all incorporation documents, authorisations, banking details, financial, trading and other information provided by or on behalf of you to us is true and accurate in all material respects and does not omit any material fact.

3. YOUR PROFILE

3.1. Your Profile on the MarketPay Platform contains information submitted by you and various other matters as added by MarketFinance from time to time. Your Profile and accounts are only viewable by MarketFinance.

3.2. By applying for MarketPay Payment Terms, you confirm to MarketFinance that the information on you supplied to MarketFinance, all or some part of which is contained in your Profile, is complete, accurate and up to date.

4. REVIEW OF APPLICATION

4.1. You may apply for MarketPay Payment Terms through submission of a MarketPay Payment Terms Application.

4.2. After MarketFinance has received your MarketPay Payment Terms Application, MarketFinance will notify you whether the application is accepted or not. We may, in our sole discretion, approve or reject any application and attach conditions to our acceptance of such application. MarketFinance does not have to give reasons for its decision.

4.3. If the MarketPay Payment Terms Application is accepted, MarketFinance may assign a Fee and an Arrangement Fee to the proposed MarketPay Payment Terms.

4.4. MarketFinance may terminate a MarketPay Payment Terms Application if it has any concern about you or the MarketPay Payment Terms Application process.

5. MARKETPAY REQUIREMENTS

5.1. In relation to each MarketPay Payment Terms Application which is approved, you will be provided with the Payment Terms Summary which sets out the amount payable in respect of each MarketPay Payment Terms, the individual Payment Dates and if applicable, any Fees or Arrangement Fees. You agree to enter into each set of MarketPay Payment Terms in accordance with the MarketPay Agreement.

5.2. You must comply with the requirements of the Payment Terms Summary and the other terms of the MarketPay Agreement, including without limitation, these MarketPay Terms of Business.

5.3. You must sign/set up any Payment Method required by us.

5.4. In respect of each set of MarketPay Payment Terms, MarketFinance’s obligations thereunder (including taking responsibility for paying the Purchase Amount (less any fees due by the Supplier) to the Supplier) is conditional upon MarketFinance receiving and/or being satisfied with:

  • 5.4.1. the Customer agreeing the MarketPay Agreement and it being binding on the customer;
  • 5.4.2. the documents/information required by MarketFinance to comply with its customer identity requirements and all Customer know-your-customer checks having been completed to MarketFinance’s satisfaction;
  • 5.4.3. no Default having occurred and/or is continuing;
  • 5.4.4 the setting up of appropriate Direct Debits and/or such other payment method(s) stipulated by MarketFinance; and
  • 5.4.5. any other information or documents MarketFinance reasonably requires

6. COMPLETION

6.1. If the MarketPay Payment Terms Application is successful, you will be provided with the Payment Terms Summary for the MarketPay Payment Terms (including any Fee, any Arrangement Fee and Payment Dates).

6.2. Subject to the receipt and satisfaction of the requirements in Clause 5.4 and you having executed and/or delivered any relevant documents, MarketFinance shall become responsible for making payment of the relevant Purchase Amount to the Supplier less any fees that are payable by the Supplier to MarketFinance.

6.3. Upon MarketFinance becoming responsible for making payment of the relevant Purchase Amount to the Supplier less any fees that are payable by the Supplier to MarketFinance, MarketFinance will then service the MarketPay Payment Terms and administer the collection of payments from you and other relevant matters. Thereafter. the Customer's liability to repay the Purchase Amount, any Fee and (if applicable) any late payment fees on the MarketPay Payment Terms is owed to MarketFinance.

6.4. No amount repaid may be redrawn.

6.5. In the event that the requirements in relation to MarketFinance taking responsibility for making payment of the relevant Purchase Amount to the Supplier are not satisfied by the latest date that such Purchase Amount is to be paid by MarketFinance, the MarketPay Payment Terms applicable to such Purchase Amount shall be withdrawn and cease to have effect.

7. REPAYMENT

7.1. The Customer will repay the Purchase Amount to MarketFinance, in accordance with the Payment Schedule, together with the Fee (if any), by making the Payments.

7.2. Payments are to be made on each Payment Date as shown in the Payment Schedule. Payments must be made by the Payment Method from your bank account. Where the Payment amount is a number that is not a whole number of pence, it will be rounded to the nearest whole penny.

8. FEES

8.1. The Customer will pay the Fee (if any), as defined in the Payment Terns Summary for each set of MarketPay Payment Terms on each Payment Date.

8.2. If the Customer does not make any of the Payments on their Payment Dates, a late payment fee will be charged to the Customer equal to one point five per cent (1.5%) of the then outstanding balance (which includes both the Purchase Amount and Fees outstanding on that date). In the event that the Customer makes late payment of a Payment within thirty (30) days of the Payment Date, MarketFinance will at its discretion waive any such late payment fee in respect of the late payment.

9. EARLY REPAYMENT

9.1. The Customer may repay the whole or part of the balance of the Purchase Amount and Fee outstanding prior to a Payment Date, without any penalty, through the Customer’s account on the MarketPay Platform.

9.2. Where the Customer wishes to repay the whole balance of the Purchase Amount, MarketFinance will calculate the balance Purchase Amount and Fee applicable and inform the Customer. The Customer must then pay the total balance Purchase Amount due and any applicable Fee on the stated early repayment date.

9.3. If full early repayment is not made then the Payments must continue to be made on each Payment Date until the Purchase Amount, together with any Fee and any other fees and costs outstanding, is repaid in full.

10. RETURN OF GOODS

10.1. In the event you wish to and are entitled to return Goods to the Supplier in accordance with the Supplier’s terms and conditions, you can notify MarketFinance of a return to stop payments and avoid any late payment charges. Upon such notification, MarketFinance will pause the Payment Schedule by up to two (2) weeks to allow the Supplier to process your returned Goods and you will not incur late payment charges during this period. If the return isn’t completed within the two (2) week period (e.g. you later decide not to return the Goods or you are in fact not entitled to return the Goods), the Purchase Amount shall remain payable and the Payment Schedule shall resume. You will only be able to make this request once per order of Goods.

10.2. Unless either (a) you cancel the contract of sale with the Supplier or (b) we are notified by the Supplier that a return and refund is in progress, MarketFinance will continue to process any Payments in accordance with the Payment Schedule (following any two

10.3. Until whichever is the earlier of: (a) such time that you cancel the contract of sale with the Supplier or (b) such time that the Supplier has confirmed the return of the Goods and has notified MarketFinance of the amount of the refund for those Goods, you will remain responsible to us for the full payment of the Purchase Amount in accordance with the Payment Schedule (following any two (2) weeks’ pause).

10.4. Once the Supplier has notified MarketFinance of the amount of the refund due to you for the Goods returned, MarketFinance will, on the same day, make the consequent adjustment to the MarketPay Payment Terms. If you have returned all the Goods to the Supplier and are entitled to a full refund under the Supplier’s terms and conditions, MarketFinance will end the Payment Schedule and issue a refund of any Payments you have made under the Payment Method. If you have not returned all the Goods to the Supplier, or if the Supplier has notified MarketFinance that a partial refund is due to you, MarketFinance will adjust the MarketPay Payment Terms and the Payment Schedule appropriately (including to reduce or cancel any future Payments, if necessary). Please note, in the event of partial refunds, refund amounts are taken off the last Payment first. If the refund is processed to your expired or cancelled card, you will need to obtain the returned funds by contacting your bank.

11. WARRANTIES

11.1. By agreeing to these MarketPay Terms of Business and each time you submit a MarketPay Payment Terms Application, you (save as otherwise disclosed to and accepted by us in our sole discretion) represent and warrant, or will be treated as having represented and warranted, that:

  • 11.1.1. you are a director or authorised representative of the Customer and that the Customer agrees to enter in to the MarketPay Agreement on the terms set out in the Payment Terms Summary, the MarketPay Terms and Conditions and these MarketPay Terms of Business. You also confirm, on behalf of the Customer, that failure to make payments in accordance with the Payment Schedule constitutes a Default of the Customer’s MarketPay Payment Terms;
  • 11.1.2. you have told us about every material fact which you know, or ought to know, that might influence us in deciding whether to offer MarketPay Payment Terms or in determining whether to attach any conditions to your MarketPay Payment Terms;
  • 11.1.3. all information supplied by you via the MarketPay Platform or otherwise is accurate and complete, and that you have authority to provide such information to us for analysis;
  • 11.1.4. where required, you have declared all outstanding loans and borrowing arrangements with third parties to MarketFinance, including any loans or borrowing arrangements applied for but not yet approved, accepted or drawn with 3rd party lenders;
  • 11.1.5. all the particulars in your Profile are correct and complete;
  • 11.1.6. no Default has occurred or is continuing; and
  • 11.1.7. all the particulars given in any MarketPay Payment Terms Application are correct and complete.

11.2. The representations, warranties and undertakings contained in these MarketPay Terms of Business will be repeated daily in respect of each set of MarketPay Payment Terms from the date of the MarketPay Payment Terms Application until the date the Purchase Amount and all Fees are repaid in full together with all accrued interest and any other fees, expenses and charges under the terms of the MarketPay Agreement.

12. UNDERTAKINGS BY THE CUSTOMER

12.1. Without MarketFinance's consent, you will not at any time after becoming a Customer use, divulge or communicate to any person (except to your professional representatives or advisers or as may be required by law or any legal or regulatory authority) any Confidential Information, and you will use your best endeavours to prevent the unauthorised publication or disclosure of any Confidential Information, and will only use Confidential Information for the purposes of proposing, considering or making transactions through the MarketPay Platform.

12.2. At all times, you undertake to:

  • 12.2.1. comply with any ongoing requirements we may specify from time to time in respect of use of the MarketPay Platform;
  • 12.2.2. use the MarketPay Platform, and the Licensed Materials in full compliance with these MarketPay Terms of Business and the MarketPay Guidance;
  • 12.2.3. comply, in all material respects, with all applicable laws affecting you;
  • 12.2.4. tell us immediately if you become aware of the occurrence of any Default; and
  • 12.2.5. supply to us (promptly upon our request) or at our option make available for inspection by us any financial, know your customer or other information we may request relating to your business or affairs.

13. DEFAULT

13.1. Each of the following is a default (a Default):

  • 13.1.1. one failed attempt is made by us to take a Payment on a Payment Date by the stipulated Payment Method;
  • 13.1.2. you fail to pay any other sum due from you to us under the MarketPay Agreement and such sum remains unpaid for a period of 2 Business Days;
  • 13.1.3. you are in breach of any other term of the MarketPay Agreement and such breach remains unremedied for a period of more than 10 Business Days;
  • 13.1.4. you are determined by us to have (or to have attempted to) hack into or otherwise interfere with the MarketPay Platform, or we have reason to believe you have committed or attempted to commit any act of fraud on or through the MarketPay Platform;
  • 13.1.5. any information provided by or any representation or warranty given by you is false or misleading;
  • 13.1.6. you fail to pay any sum due under any other financing facility made available by any person to you or otherwise breach the terms of any such facility and such failure to pay or breach is not remedied within 5 Business Days;
  • 13.1.7. a court order is made against you or any of your assets are affected by (i) any security being enforced or a receiver appointed or (ii) any court order or procedure to attach or take possession of them;
  • 13.1.8. you propose an arrangement with your creditors generally or are affected by a resolution or application for liquidation or administration or the start of insolvency proceedings or notice is given of intention to appoint an administrator, or an administrator is appointed;
  • 13.1.9. there is a change of control of you;
  • 13.1.10. you cease to carry on the business conducted by you when you made the MarketPay Payment Terms Application;
  • 13.1.11. you fail to set up, cancel or amend to our detriment any Payment Method;
  • 13.1.12. we reasonably believe that continuing with your MarketPay Agreement will result in sanction or prosecution by any government, regulatory or law enforcement agency;
  • 13.1.13. we have reasonable grounds to suspect that a default is imminent; or
  • 13.1.14. we, in our sole discretion, consider that there is a serious deterioration in your:
  • 13.1.14.1. financial condition;
  • 13.1.14.2. creditworthiness;
  • 13.1.14.3. operating performance;
  • 13.1.14.4. management and control;
  • 13.1.14.5. general day to day administration and organisation; or
  • 13.1.14.6. sales or debt ledger administration or credit control procedures.

13.2. If a Default occurs, we may then demand and you will immediately pay all the balance of the Purchase Amount and any applicable Fees outstanding and all other sums payable by you under the MarketPay Agreement.

14. CONSENTS, NOTICES AND DEMANDS

14.1. All consents, notices and demands must be in writing.

14.2. MarketFinance may deliver a notice or demand to you by email or post to the contact details last known to MarketFinance or to the Customer's registered office.

14.3. A notice or demand by MarketFinance will be effective at the time of sending an email or on the second business day after posting.

14.4. A notice from you to MarketFinance must be sent by email to marketpay@marketfinance.com, or by post to MarketFinance’s registered address and must quote your MarketPay Payment Terms reference (if there is one).

14.5. Notices to MarketFinance will be effective on receipt.

15. INFORMATION, PRODUCT AND TRANSFERS

15.1. MarketFinance may give to anyone any information about you or your MarketPay Agreement in connection with any proposed transfer of your MarketPay Agreement.

15.2. MarketFinance may transfer or allow any person to take over any of their rights and duties under the MarketPay Agreement.

15.3. You may not transfer the benefit of the MarketPay Agreement.

15.4. We may at any time request that you provide any information relating to you or your use of the MarketPay Platform as we consider necessary or desirable for regulatory, compliance, risk or underwriting purposes. We may be under an obligation under applicable laws and regulations to transmit the Customer’s identity and credit information to regulatory authorities or registries, notably for purposes of credit information collection by prudential regulatory authorities of MarketFinance, subject to professional secrecy.

15.5. You authorise us at all times to undertake credit, identity and anti-money laundering checks and searches on you, your officers and beneficial owners, where applicable. You accept that any information received by us will form part of our ongoing records.

15.6. We will use any Confidential Information concerning you for the purposes of operating the MarketPay Platform, carrying out credit risk assessments, preventing fraud or money laundering and exercising our rights under the MarketPay Agreement and/or any set of MarketPay Payment Terms, and for those purposes we may at any time use, divulge or communicate to your employees, officers, representatives and advisers, our professional representatives or advisers or as may be required by law or any legal or regulatory authority or credit reference agencies any such Confidential Information. We may make Confidential Information available to any funder we use to finance the MarketPay Payment Terms (including their employees, officers, representatives and finance parties) or any third party servicers who are necessary for the servicing or collection of the Purchase Amount and any Fees provided they are under obligations which are, at least, equivalent to those set out herein. We will use our reasonable endeavours to prevent the unauthorised publication or disclosure of any such Confidential Information.

15.7 How we use your information: In the course of providing you with products and services we may collect, use, store and share personal and financial information about you, your business and other people connected with your business. We may collect this information from you directly or from third parties, such as credit reference agencies, fraud prevention agencies or public registers. We may also share Transaction Data with credit reference agencies and with any accountancy software that you agree to integrate with the MarketPay Platform. We may also share this data with any funder we use to finance the MarketPay Payment Terms (their employees, officers, representatives or finance parties) and any third party servicer engaged to service or collect the Purchase Amount and any Fees. If we discover that you have provided us with false or inaccurate information and fraud is identified, your details will be passed to fraud prevention agencies to prevent fraud and money laundering. Further details on how the information held by fraud prevention agencies and credit reference agencies may be used is available here www.marketfinance.com/terms-and-conditions. You agree to us using your information in accordance with the Privacy Notice.

16. MARKETPAY PLATFORM

16.1. We grant you a non-exclusive, non-transferable and revocable license to use, access and communicate through the MarketPay Platform, and to use the Licensed Materials solely for the purposes contemplated by the MarketPay Terms of Business (together "the Licence").

16.2. You will at all times recognise and respect our property and copyright in the MarketPay Platform and/or the terms of the Licence and you may not copy or otherwise deal with the same without our written consent and you must safeguard and keep them confidential. We are entitled to compile and formulate Profiles, MarketFinance Analytics and Transaction Data and such Profiles, MarketFinance Analytics and Transaction Data and the information contained in them will be our sole and exclusive property.

16.3. Your use of the MarketPay Platform: You agree that we may immediately at any time without notice to you suspend your access to the MarketPay Platform, thereby preventing you from making a MarketPay Payment Terms Application (without releasing any of your obligations and liabilities to us).

16.4. You also agree that:

  • 16.4.1. you will keep confidential all user identification numbers, passwords and other security processes and devices provided by us and ensure that only your authorised employees or agents have access to the MarketPay Platform;
  • 16.4.2. you are solely responsible for all MarketPay Payment Terms Applications or other transactions or actions that take place using the MarketPay Platform in your name that are carried out by any person, whether or not duly authorised, if you could or should have reasonably prevented them from accessing the MarketPay Platform; and
  • 16.4.3. we have the absolute right not to act on your or any other person's instructions if we consider there is a risk that by taking or refraining to take action we may violate any law, regulation or other requirement of any governmental or other authority.

16.5. Restrictions: We may immediately at any time without notice to you, impose or vary conditions relating to your use of the MarketPay Platform, including setting a limit on the amount you request in a MarketPay Payment Terms Application.

16.6. Where we take such action referred to above we shall, if permitted by all applicable laws, inform you once we have taken such action of:

  • 16.6.1. the extent of our actions;
  • 16.6.2. the reason(s) for our actions; and
  • 16.6.3. any actions you must take to remedy the situation which caused us to impose or vary conditions relating to your use of the MarketPay Platform.

16.7. We make no representation or warranty of any kind (express or implied):

  • 16.7.1. by providing the Licensed Materials and all information on and data contained within the MarketPay Platform, which is provided on an "as is" and "as available" basis; or
  • 16.7.2. that use of or access to the MarketPay Platform will be uninterrupted, error free or free of computer viruses or computer bugs, or that defects will be corrected, or give any warranty otherwise as to their functionality, accuracy, or reliability.

17. PAYMENTS

17.1. You must immediately tell MarketFinance if your bank account details change.

17.2. We will only pay monies due to you to accounts held in your name with a UK bank or payment services firm authorised by the Financial Conduct Authority or other applicable regulator. We reserve the right to refuse to execute a payment if:

  • 17.2.1. we know, or have reasonable reason to suspect, that doing so would be in breach of any applicable law;
  • 17.2.2. we have the right under the MarketPay Agreement to refuse the payment; and/or
  • 17.2.3. you are unable to provide us with documentation to verify that the external account is held in your name.

17.3. For the purpose of determining both your liability to pay, and the amount you are liable to pay to us, a certificate in writing signed by any one of our directors (or authorised signatory under power of attorney) stating the amount due at any particular date will be conclusive evidence (save for manifest error), in any legal or insolvency proceedings. In certifying the amounts due we will be entitled to take into account all your liabilities (whether actual or contingent) and to make a reasonable estimate of any liability where its amount cannot immediately be ascertained.

17.4. A payment due on a non-Business Day, will be payable on the next Business Day.

17.5. All payments due from you under the MarketPay Agreement must be made without set-off and without any deduction on account of any tax, duty or other charge, unless a deduction is required by law. If a deduction is required by law, the Customer will increase the payment so that MarketFinance receives the amount due before the deduction.

17.6. MarketFinance may apply any payments received to reduce any amounts owed by the Customer to MarketFinance.

18. REIMBURSEMENT AND SET-OFF

18.1. Reimbursement: You will be responsible for paying in full for all losses, actions, proceedings, costs, claims, demands, awards, fines, orders, expenses and liabilities (including reasonable legal fees) incurred by us at any time (and any additional administrative time incurred by us charged at such rate as we may reasonably determine) directly or indirectly as a result of:

  • 18.1.1. any breach of your obligations under the MarketPay Terms of Business or preserving or enforcing our rights under the MarketPay Terms of Business;
  • 18.1.2. any failure to take a Payment through the required Payment Method;
  • 18.1.3. exercising any rights to collect a Payment or dealing with disputes relating to a set of MarketPay Payment Terms;
  • 18.1.4. the occurrence of a Default;
  • 18.1.5. your fraud or wilful misconduct, misuse of any technology or any intellectual property rights licensed to you;
  • 18.1.6. the transmission to us or our receipt or processing of incorrect, incomplete, inaccurate information or failure to receive a message or upload in each case however caused; or
  • 18.1.7. accepting and/or acting upon any electronic message or other communication, information or instructions purporting to come from you even if that information or those instructions subsequently prove to have been incorrect or unauthorised by you.

18.2. MarketFinance set-off: We may (but are not obliged to) at any time without notice to you:

  • 18.2.1. set-off against our liability to you any liability you owe to us, and for that purpose may make a reasonable estimate of any amounts contingently or prospectively due from you to us; and/or
  • 18.2.2. combine or consolidate all or any of your accounts with us, and if necessary to give effect to such right, we may convert currencies at our bank's prevailing spot rate of exchange.

19. FEES AND COSTS

19.1. You will from time to time pay MarketFinance's fees as detailed in the MarketPay Agreement, including without limitation in your Payment Terms Summary.

19.2. You will pay on demand all costs incurred by MarketFinance in connection with any default or potential default under this agreement, including:

  • 19.2.1. preserving, defending or enforcing MarketFinance's rights
  • 19.2.2. communicating with you, if you are, or are reasonably suspected of being, in Default or have notified MarketFinance of a potential Default
  • 19.2.3. collection agent’s and professional and other advisers' fees and costs.

19.3. All fees and charges are quoted exclusive of VAT, which will be added at the standard rate (where applicable).

20. VARIATIONS

20.1. MarketFinance may vary these MarketPay Terms of Business by giving you 14 days’ notice of a proposed variation by uploading the same to the MarketPay Platform and/or by e-mail. If you do not agree the proposal, you may within 14 days of receiving notice immediately terminate your MarketPay Agreement by written notice to us. If you do not object, or if you subsequently make a MarketPay Payment Terms Application, you will be deemed to have accepted the proposed variation.

20.2. If you terminate your MarketPay Agreement in accordance with this clause, you agree, on demand, to immediately pay the balance of any Purchase Amount then outstanding with any accrued Fees to the Payment Date following the date of payment in full, together with all other sums payable by you under the MarketPay Agreement.

21. LIMIT OF MARKETFINANCE LIABILITY

21.1. Our liability: We (including our directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for (i) any consequential, secondary or indirect loss, injury or damage, and (ii) any business losses, such as loss of data, profits, anticipated savings, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

  • 21.1.1. events outside our reasonable control that prevent us from doing something, including restrictions on convertibility or transferability of funds, requisitions, involuntary transfers, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, terrorism, war or acts of government;
  • 21.1.2. use or loss of use, data or profits arising out of or in connection with the MarketPay Agreement or the use or reproduction of Licensed Materials, including the use of or inability to use the MarketPay Platform or the inability to obtain access to or to transact over the MarketPay Platform;
  • 21.1.3. the conversion of monies owing to you from one currency to another at your request for no fee;
  • 21.1.4. any error, fraud or misconduct attributable, directly or indirectly, to any act or omission on the part of any person other than us;
  • 21.1.5. any unauthorised use of the MarketPay Platform attributable, directly or indirectly, to any act or omission on the part any person other than us;
  • 21.1.6. any misuse by any person other than us of any Profile, MarketFinance Analytics or Transaction Data provided by us; or
  • 21.1.7. any breach by a Customer of its obligations of confidentiality.

21.2. Limit of our liability: Regardless of the previous clauses, if we are found liable, our liability to you whether arising in contract, restitution or tort (including negligence) will be limited to the amount of any Fees or Arrangement Fees paid by you in the 6 months preceding the date of the claim.

21.3. Not excluded: Nothing in this clause shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.

22. GENERAL

22.1. Illegality: If any provision of the MarketPay Agreement is held to be wholly or partially invalid, void or for any reason unenforceable, the provision or part shall be struck out and will not affect the validity and enforceability of the remaining provisions.

22.2. Whole agreement: Your MarketPay Agreement constitutes the whole agreement between you and us and supersedes all previous agreements and understandings relating to the subject matter.

22.3. Priority: In the event of conflict between any term of your MarketPay Agreement, the conflict will be resolved according to the following order of priority: (a) the Payment Terms Summary, (b) the MarketPay Terms and Conditions, (c) these MarketPay Terms of Business and (d) the MarketPay Guidance.

22.4. Non-waiver: If MarketFinance does not enforce any of its rights under the MarketPay Agreement, this does not constitute a waiver by MarketFinance of such rights and MarketFinance reserves its right in full to enforce all such rights at any time of its choosing.

22.5. Assignment: MarketFinance may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the MarketPay Agreement. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the MarketPay Agreement.

22.6. Complaints: If you wish to make a formal complaint about the services we provide to you under the MarketPay Agreement, you may do so at any time by post, email or telephone at such addresses or on such telephone number as notified to you from time to time in the Complaint Procedure, which may be viewed here: http://info.marketfinance.com/complaints.

22.7. The MarketPay Agreement is governed by English law and the English courts have exclusive jurisdiction.

22.8. For the benefit of MarketFinance, the Customer irrevocably submits to the jurisdiction of the English courts and irrevocably agrees that a ruling in those courts will be conclusive and binding on the Customer and may be enforced against the Customer in the courts of any other jurisdiction.

23. DEFINITIONS

23.1. Defined terms: In these Terms of Business (references to which will always incorporate any Schedule to such documents), "MarketFinance", "we", “our” and "us" are references to MarketFinance Limited, 48-50 Scrutton Street, London EC2A 4XQ (No.7330525), references to “you” or “your” (unless the context otherwise requires) are references to the Customer and capitalised terms used herein shall have the following meanings:

Arrangement Fee means the arrangement fee (if any) as set out in the Payment Terms Summary;

Business Days means a weekday other than a national holiday in England;

Confidential Information means all information in whatever form relating to us or any Customer (including a previous Customer) which is disclosed or made available by us or over the MarketPay Platform, including (a) the terms of the MarketPay Agreement, (b) any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, Customers, clients or suppliers of a Customer, and (c) any information or analysis derived from Confidential Information; but not including any information that (d) is or becomes generally available to the public other than as a result of a disclosure in breach of the MarketPay Agreement, (e) was available to or lawfully in the possession of a Customer prior to any disclosure by us or over the MarketPay Platform, or (f) is trivial, obvious or useless;

Customer means any person, partnership, company or other legal entity which has agreed to be bound as a customer by the MarketPay Agreement and who we have accepted as a Customer;

Default means all the events described in clause 13.1 (Defaults);

Fee means the Fee (if any) as set out in the Payment Terms Summary;

Goods means the goods and/or services that the Customer is purchasing from a Supplier and for which the Customer is seeking and/or has obtained MarketPay Payment Terms;

Licensed Materials means Profiles, Transaction Data and other information provided by us or any of our authorised agents on the MarketPay Platform;

MarketFinance means MarketFinance Limited, a company registered in England & Wales with registration number 07330525 and registered address 48-50 Scrutton Street, London EC2A 4XQ;

MarketFinance Analytics means the results of our information, data and statistical analysis, with respect to Customers;

MarketFinance Product means the products made available to sellers/ borrowers/ customers/ investors/ lenders generally by MarketFinance;

MarketPay Agreement means the agreement made when a person is accepted as a Customer and incorporating the MarketPay Terms and Conditions, these MarketPay Terms of Business, the Privacy Notice, the MarketPay Guidance and the terms of any applicable Payment Terms Summary;

MarketPay Guidance means all terms, guidance and instructions from time to time made available by us to you on the MarketPay Platform;

MarketPay Payment Terms means a payment agreement in respect of a Purchase Amount which may be, or is, provided to you under the MarketPay Agreement, including any Payment Terms Summary;

MarketPay Payment Terms Application means the application for MarketPay Payment Terms which is undertaken on the MarketPay Platform;

MarketPay Platform means the online payment and credit platform, related databases and supporting software operated by us and/or embedded within any Supplier’s platform, but excluding equipment, software and telecommunications configurations or links belonging to any third party;

MarketPay Terms and Conditions means the Terms and Conditions referred to on the MarketPay Platform which these MarketPay Terms of Business supplement and which governs each set of MarketPay Payment Terms as forming part of the MarketPay Agreement;

Payment Date means each date of repayment of the Purchase Amount and Fee where applicable as set out in the Payment Schedule;

Payment Method means direct debit, bank transfer and/or other payment mandate/method required by MarketFinance in connection with any set of MarketPay Payment Terms;

Payment(s) means the payment(s) of the Purchase Amount and any Fee as broken down in the Payment Schedule;

Payment Schedule means the schedule of payments to repay each set of MarketPay Payment Terms as set out in the Payment Terms Summary;

Payment Terms Summary means a summary of the key terms relating to each set of MarketPay Payment Terms which will be displayed prior to advancing the MarketPay Payment Terms, including but not limited to any Fee, Payment Date(s) and any Arrangement Fee;

Privacy Notice means the “Terms & Conditions and Privacy Policy” which are available at www.marketfinance.com/terms-and-conditions;

Profile means information on each Customer collated by us, including the Customer's corporate status, business, and financial and trading performance and, where relevant, information relating to the Customer’s directors and shareholders including information on their personal financial circumstances and business activities;

Purchase Amount means the amount to be paid by the Customer in respect of the Goods;

Suppliers means any supplier of goods and/or services to the Customer; and

Transaction Data means data and other information compiled by us relating to transactions by Customers in relation to MarketPay Payment Terms.

23.2. Interpretation: In the MarketPay Agreement:

23.2.1. references to the Customer or MarketFinance in the MarketPay Agreement include their permitted respective successors and assigns.

23.2.2. headings are for ease of reference only and do not affect the meaning of any clause;

23.2.3. references to any document or part thereof will be construed as references to that document or part in force for the time being and as amended, varied or novated from time to time in accordance with its terms;

23.2.4. a discretion which we may exercise (an act or decision that we may do or decide), may be exercised in our sole and absolute discretion and without giving any reason;

23.2.5. a provision of law is a reference to that provision as amended or re-enacted;

23.2.6. "including" or "includes" means including or includes without limitation;

23.2.7. "material facts" means those facts, circumstances or opinions about the identity, business, financial condition or trading relationships of a Customer or other person which are reasonably likely to influence the decisions of a commercial person considering a financial transaction involving any one of them;

23.2.8. "writing" or "written" includes fax, e-mail or other comparable means of writing;

23.2.9. any undertaking not to do any act or thing includes an undertaking not to permit or suffer the doing of that act or thing, and each undertaking will be given separately and not jointly and severally;

23.2.10. the singular includes the plural and vice versa;

23.2.11. a time of day is a reference to London time, and a 'month' is a calendar month; and

23.2.12. a "person" is a reference to any individual person, corporation, firm, company, partnership, joint venture, unincorporated body of persons, or any state or any agency of a state, whether or not a separate legal entity.