Receivables Sale Agreement

These updated terms went into effect on March 3, 2021 at 10 a.m. Pacific Daylight Time. To see the previous version of these terms, click here.

This Receivables Sale Agreement applies to your company, and you agree to be bound by its terms, through your Authorised Signatory a) signing this Document; or b) accepting this Document online (“Acceptance Actions”).  

1. Parties To The Agreement

This Document is dated on the date of your Acceptance of these terms or the date specified herein. This Document is made between:

The Company identified in the Enrolment Letter  (the “Seller”, or “you”)

and

The “Purchaser” (as defined below),

together the “Parties” and each a “Party”.

1. Associated Documents and Information
   1. You agree to be bound by this Document, the Tradeshift Terms of Service, the terms contained in the Company Early Payment App and the Enrolment Documents in order to retain access to the Program.  This Document, the Tradeshift Terms of Service, the terms contained in the Company Early Payment App and the Enrolment Documents comprise the terms under which you agree to join the Program and are together referred to as the Agreement.
   2. Once the Agreement is in force and all relevant “know-your-customer” checks and approval steps in relation to you have been satisfied, you will be able to access your Company Early Payment App which contains details on your credit limits, Early Payment Discount and the criteria (including the Eligibility Criteria) around which your Invoices will be paid early.
   3. In case of any conflict of terms between this Document, the Tradeshift Terms of Service, the Company Early Payment App and the Enrolment Documents, the terms of this Document shall prevail.
2. Joining the Program
   The Tradeshift CASH Program is an automated process that will allow you to receive the Purchase Price for some or all of the Invoices that you submit to your Early Payment Buyers.
   1.  You agree that you would like to receive the Purchase Price for all Eligible Invoices that are currently submitted and unpaid on the Tradeshift Platform and all Invoices that are submitted to the Early Payment Buyer on the Tradeshift Platform after your Acceptance until Termination of Your participation in the Program. After your Acceptance and until Termination of Your participation in the Program, You agree to submit all Invoices issued to the Early Payment Buyer using the Tradeshift Platform.
   2. You agree to follow the steps provided in the Tradeshift CASH Program to notify each Early Payment Buyer of the Program Collection Account.
   3. You understand and acknowledge that all Invoice Payments from the Early Payment Buyers must be paid into the Program Collection Account until you leave the Program pursuant to Clause 9 or the Purchaser suspends or terminates your membership of the Program pursuant to Clause 10.
   4. The Program will be activated and purchases of Invoice Payments will begin with regard to Invoices to an Early Payment Buyer only after the first payment by the relevant Early Payment Buyer is received into the Program Collection Account. You will be notified via email notification generated and delivered by the Tradeshift Platform when this occurs.
   5. You acknowledge that the Purchaser will purchase the Invoice Payments in reliance on your statements, warranties and representations in the Agreement, and has not made any enquiries of, or in respect of, any Purchased Invoice Payment, any Invoice Payment, any Invoice, any Seller Contract or any Early Payment Buyer.
   6. You agree that any additional Purchaser may accede to the rights and obligations of the Agreement from time to time by signing an accession document between the existing Purchaser and such additional Purchaser, with a notice of such accession document delivered to you by way of publication of a list of Purchasers on the Tradeshift Platform (as amended from time to time).
3. Getting Paid Early 
   1. Once your Account is activated with regard to an Early Payment Buyer, by submitting an Invoice to the Early Payment Buyer on the Tradeshift Platform you are requesting that the Purchaser purchases the relevant Invoice Payment relating to an Eligible Invoice and provide you with the Purchase Price as soon as possible (the “Offer”).
   2. Each Offer is continuous, meaning that if the relevant Invoice Payment is not purchased straight away by the Purchaser, your Offer continues until the relevant Invoice Payment is purchased by the Purchaser or is rejected or disputed, or paid by the Early Payment Buyer. The Offer cannot be revoked without you leaving the Program.
   3. When you sell an Invoice Payment to the Purchaser, you remain fully responsible for any obligations due under the Seller Contract and/or any related contracts.
   4. You agree that the purchase by the Purchaser of the Invoice Payment is made by way of absolute assignment and agree to transfer all rights, title and interest in each Purchased Invoice Payment, with those rights being transferred to the Purchaser when the Purchase Price is paid by the Purchaser.
   5. The relevant Early Payment Buyers shall be notified via email notification or the Tradeshift Platform of the assignment of the Purchased Invoice Payments to the Purchaser on your behalf. You further agree that there is no reason in law why you cannot make the Offer or sell the Invoice Payment.
   6. The sale of any Invoice Payment is made without recourse to you except in the limited circumstances as provided for within the Agreement.
   7. The Purchaser accepts Offers in its sole discretion and may cease accepting Offers for such reasons as it sees fit, including, but not limited to occasions where a purchase of Invoice Payments would exceed the limits detailed on your Company Early Payment App, if an Invoice does not meet the Eligibility Criteria in Clause 5 or if you are in breach of any of the terms of the Agreement.
   8. The calculations of the Purchaser in relation to fees and discounts shall be final and binding, unless there is a manifest error.
   9. Your Daily Discount may change from time to time. If there is a change you will be notified within 7 days of the change being made. If you are not happy with the new Daily Discount you can terminate your membership of the Program in accordance with Clause 9 of this Document.
   10. Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day.
   11. Unless otherwise specified by the Agreement, all payments required to be made under the Agreement shall be calculated without any set-off or counterclaim, unless required by law. In the event you become aware that a payment has been, or will be, made with any deduction or withholding for or on account of tax, you shall pay the Purchaser an additional amount corresponding to such deduction or withholding so that the amount paid to the Purchaser corresponds to the amount to which the Purchaser would have been entitled had the deduction or withholding not been made.
4. Eligibility of Invoices to be purchased
   The Purchaser shall select which Invoices to purchase based upon the Eligibility Criteria in this Clause 5 and those displayed on your Company Early Payment App (which may be based on your track record with each Early Payment Buyer). The Purchaser intends to purchase all Invoice Payments unless they are ineligible or the applicable limits have already been reached.
   1. You accept that the Eligibility Criteria below are applied to your Invoices and are determined at the sole discretion of the Purchaser (and may be added to at the sole discretion of the Purchaser by updating your Company Early Payment App):
      1. An Invoice is only an Eligible Invoice if it is issued to one of your approved Early Payment Buyers
      2. An Invoice is only an Eligible Invoice if the Early Payment Buyer is instructed to pay into the Program Collection Account
      3. An Invoice is only an Eligible Invoice if it is issued and payable in one of your Eligible Currencies
      4. An Invoice is only an Eligible Invoice if it is subject to one of your Eligible Governing Laws
      5. An Invoice is only an Eligible Invoice if it is not subject to restatement, revaluation, offset, dispute, counter-claim, defence or other adverse claim and has not been sold or pledged to any other person
      6. An Invoice is only an Eligible Invoice if it does not, in whole or in part, contravene in any material respect any law, rule or regulation applicable thereto, and/or all applicable laws, rules and regulations from time to time in relation to the protection and/or processing of personal data
      7. An Invoice is only an Eligible Invoice if it can be legally transferred, sold or assigned to the Purchaser
      8. An Invoice is only an Eligible Invoice if it was generated in your ordinary course of business and meets all of your standard credit and collections policies
      9. An Invoice is only an Eligible Invoice if you have fully performed all obligations on your part so that the Invoice Payment will be made and the only reason that you will not be paid in a timely fashion is an insolvency of the Buyer
      10. The Early Payment Buyer is not (i) an individual, or (ii) a shareholder, director, partner, agent, or affiliate of the Seller
      11. You and the Early Payment Buyer are not controlled by any related person (including relatives and/or spouses)
      12. An invoice is only an Eligible Invoice if it has not been previously rescheduled, re-aged or extended beyond the maximum tenor of the Invoice
      13. No insolvency has occurred with respect to the Early Payment Buyer
      14. There is no actual or potential default or violation under any contract with you by the Early Payment Buyer which has not been remedied
      15. The Early Payment Buyer is not subject to any applicable sanctions (including any Department of Treasury’s Office of Foreign Assets Control, U.S. Government, European Union, or United Kingdom sanction or denied party list)
   2. If a Purchased Invoice does not meet one or more of the Eligibility Criteria at the time of purchase, it is a Notification Event and you will be required to re-purchase that Purchased Invoice from the Purchaser in accordance with Clause 8.
5. Servicing of Purchased Invoice Payments
   The Program is designed to leave you in control of your relationship with your buyers and you will maintain day-to-day contact with them.
   1. Following the sale of any Invoice Payments in accordance with Clause 4, you agree that you will continue to service (including, but not limited to, sending your standard payment reminders and notices to the Early Payment Buyers) the Purchased Invoice Payments to the same standard as if they were due to be paid to you directly.
   2. The Purchaser may request information from you about particular Purchased Invoice Payments and you will provide such information in a true, accurate and not misleading way as soon as is reasonably practicable and with any necessary evidence requested.
   3. If a payment for a Purchased Invoice Payment is made to a bank account under your control (and not the Program Collection Account), you agree that those monies are held on trust for the Purchaser and you will contact the Purchaser and transfer the monies to the Program Collection Account or any other bank account nominated by the Purchaser on the same Business Day.
   4. If a Purchaser directs an Early Payment Buyer to make payments to another account, you agree to do any other acts or things requested by the Purchaser which may reasonably be required to give effect to this direction.
   5. Notwithstanding Clauses 6.1 and 6.2, the Purchaser reserves the right to step in and service the Purchased Invoices and the Purchased Invoice Payments and if this occurs you will do nothing that could obstruct the Purchaser’s exercise of this right and you shall take such other steps as may be reasonably required by the Purchaser in relation to any action relating to the Purchaser’s exercise of this right as may be reasonably required by the Purchaser in relation to any action (through the courts or otherwise).
   6. Payments received from your Early Payment Buyers will be applied in making the following payments in the following order:
      1. to extinguish any liabilities owed by you to the Purchaser in relation to previous breaches of Eligibility Criteria, interest charges, any Purchased Invoice Payment that is not collected in full by the Expected Due Date (unless for customer credit reasons) therefore generating a “short payment”, or Invoice Payments that should have previously been repurchased that are together displayed in the Short Payments section on your Company Early Payment App;
      2. (unless the Purchaser is provided with evidence of a particular payment relating to another Invoice) in allocation towards any Purchased Invoices on a “First Due” basis, meaning that payments will be applied to the next Invoice due for payment according to the Expected Due Date;
      3. (only if a Purchased Invoice Payment has been overpaid) any excess amount relating to Purchased Invoice Payments will be returned to you; and
      4. any amount relating to Invoice Payments that are not Collections will be returned to the Seller, provided that the Purchaser may first set off amounts that it is owed by the Seller under this Agreement.
   7. Any amount displayed in the Short Payments section on your Company Early Payment App accrues interest at 1.5 times the Daily Discount rate and any such outstanding amount may be paid by:
      1. subtracting from the Purchase Price payable in respect of future Purchased Invoice Payments; or
      2. payments received from your Early Payment Buyers under clause 6.6.
      3. If you do not pay such amounts in accordance with paragraphs (a) and (b) above, the Purchaser or Tradeshift may require you to pay the amount directly to the Purchaser via the transfer information as displayed on your Company Early Payment App.
6. Keeping Us Informed
   In order to help the Program to work well for you, the Purchaser needs you to keep it up-to-date with any new information about any of your Invoices, your company, your Early Payment Buyers and/or any other information that may impact the Program. In Clauses 16 and 17 of this Document there is a list of Notification Events. They are additional to those listed in Clause 5. By signing this Document or accepting this Document online, you confirm that you have read those Clauses and will inform Tradeshift and the Purchaser about any Notification Events.
   1. If the Purchaser becomes aware of a Notification Event it will inform you of it.
   2. The occurrence of a Notification Event may mean that the Purchaser requires you to repurchase one or more Invoice Payments due to breach of representation and/or may lead to a Suspension or Termination of your participation in the Program.
   3. At any time after a Notification Event, the Purchaser may take such additional steps as it deems necessary to improve, protect, preserve or enforce its rights relating to any Purchased Invoice Payments. This can include giving instructions to any Buyer or requiring you to give instructions to any Early Payment Buyer in order to improve, protect, preserve or enforce the Purchaser’s rights relating to any Purchased Invoice Payments. For the avoidance of doubt this may also include taking legal action against any party.
7. Repurchasing Invoice Payments
   Where a Notification Event has occurred, you may be required to repurchase some or all of the Purchased Invoice Payments.  
   1. If a Notification Event occurs, you shall notify the Purchaser as soon as reasonably practicable, and not offer any further Invoice Payments for sale and:
      1. If the Breach can be remedied then you shall remedy such Breach; and
      2. Where the Breach cannot be remedied, you shall repurchase the relevant Invoice Payments and pay the Repurchase Amount to the Program Collection Account, each as specified by the Purchaser, by the next Business Day following the occurrence of such Breach.
   2. The Parties agree that the Purchaser may at its own discretion apply the Repurchase Amount against the Purchase Price of any future Purchased Invoice Payment that is to be purchased under Clause 4, or other collections that are paid into the Program Collection Account.
   3. Where a repurchase has not been made on time, the Purchaser may charge late payment interest at the rate set out on the Company Early Payment App (being 1.5 times the Daily Discount rate).
   4. Upon receipt of payment of any Repurchase Amount or if the Repurchase Amount is deducted under Clause 8.2, the Purchaser will (at your cost) re-assign all of its rights, titles, benefits and interests back to you and take such steps as are reasonably necessary to achieve this. Any Collection which is received in relation to such repurchased Invoice Payments shall be applied in accordance with Clause 6.6.
   5. If a Purchased Invoice Payment sold to the Purchaser pursuant the Agreement never existed then Clauses 8.1 to 8.4 shall not apply and you shall notify the Purchaser as soon as reasonably practicable, but no later than [2] Business Days of you becoming aware of such non-existence, and you shall, immediately following notification of such non-existence, either (i) pay to the Purchaser an amount equal to the Repurchase Amount for such non-existent Purchased Invoice Payments, or (ii) apply an amount equal to the Repurchase Amount for such non-existent Purchased Invoice Payments against the relevant Purchase Price of future Purchased Invoice Payments to be purchased by the Purchaser under Clause 4 or other collections that are paid into the Program Collection Account.
8. Leaving the Program
   You may leave the Program at any time by contacting Tradeshift and the Purchaser.
   1. You may ask to leave the Program at any time (i) by sending an email to CashTermination@Tradeshift.com, or (ii) via the offboarding feature within the Company Early Payment App (when available), and purchases of Invoice Payments will promptly cease.
   2. In order to leave the Program, the Outstanding Balance must have been paid in full.
   3. When the Outstanding Balance is paid in full, this will be communicated to you by the Purchaser or through the Tradeshift Platform and you may authorise your Early Payment Buyers to change the payment details on future Invoices. The payment account details should not be changed before the Purchaser expressly permits you to do so.
   4. The Purchaser may at its sole discretion, and will not be obliged to, keep the relevant Program Collection Account open for 6 months after you notify the Purchaser of your intention to leave the Program under Clause 9.1.
   5. After the Outstanding Balance is paid in full, if a payment for an Invoice Payment is made to the Program Collection Account, the Purchaser agrees that those monies are held on trust for the Seller and will contact the Seller and transfer the monies to the Seller’s bank account as directed by you for payments.
   6. Leaving the Program under this Clause does not affect Invoice Payments which have already been purchased.
   7. The Purchaser shall not be liable for any cost, liability or loss arising from, or in connection with, Your departure from the Program under this Clause 9.
9. Termination of your membership of the Program
   1. The Purchaser may at its sole discretion suspend or terminate your membership of the Program at any time and without prior notice.
   2. Termination will be made in writing and sent to the contact email address that you have provided to us on the Enrolment Letter.
   3. If the Purchaser terminates your membership, no further purchases will be made and once the Outstanding Balance has been paid in full any remaining amounts will be forwarded to you and you will be required to tell your Buyers to change your bank account details.
   4. The Purchaser may at its sole discretion, and will not be obliged to, keep the relevant Program Collection Account open for 6 months after the Purchaser suspends or terminates your membership of the Program under Clause 10.1.
   5. After the Outstanding Balance is paid in full, if a payment for an Invoice Payment is made to the Program Collection Account, the Purchaser agrees that those monies are held on trust for the Seller and will contact the Seller and transfer the monies to the Seller’s bank account as directed by you for payments.
   6. A termination under this Clause does not affect Invoice Payments which have already been purchased.
   7. The Purchaser shall not be liable for any cost, liability or loss arising from, or in connection with, the Purchaser’s suspension or termination of your membership of the Program under this Clause 10.
10. Obligations of the Purchaser
    1. When you receive the Purchase Price, you agree that the Purchaser is purchasing the Invoice Payments free of obligation and that it remains your responsibility to fulfil any obligations owed to the Early Payment Buyer under the Seller Contract.
    2. You agree that you will have no recourse against any shareholder, officer, agent, employee or director of the Purchaser or Tradeshift in respect of anything contained in the Agreement.
11. Variation of the Agreement
    1. From time to time the Purchaser may make changes to your credit limits, charges or other items that are displayed on your Company Early Payment App, as they are calculated on a real-time basis.
    2. You should check your Company Early Payment App before you submit each Invoice as the information and rules displayed there will be applied to each Invoice as it is submitted.
    3. All Parties agree that from time to time they may need to execute additional documents and do any other action in order to fulfil the commercial aims of the Agreement and will do whatever is reasonably required to achieve that.
12. Assignment and sub-contracting
    1. The Agreement is made for the benefit of the Parties and, except as specified in this Document, they may not assign or transfer any of the rights or obligations under it.
    2. The Parties agree that the Purchaser may assign its rights under the Agreement and in respect of the Purchased Invoice Payments.
    3. Except where this Document specifies otherwise, a person who is not party to this Document has no right under the Contract (Right of Third Parties) Act 1999 to enforce any term of this Document but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
13. Governing Law and Jurisdiction
    1. The Agreement and all non-contractual obligations arising out of or in connection with it shall be governed by the laws of England and Wales and you agree that the courts of England are most appropriate and shall be used to settle any disputes arising between the Parties.
14. Electronic Execution
    1. Electronic or online acceptance by your Authorised Signatory of this Document (including any variation, amendment, supplement and/or modification to this Document) on the Tradeshift Platform on which it is displayed (by and through the Authorised Signatory electronically indicating acceptance), acceptance via another electronically tracked method, such as electronic signature software (including Docusign), or clicking a hyperlink that specifically references acceptance of this Document, or the signing (digitally or physically) by your Authorised Signatory of this Document, shall constitute your acceptance of all terms and conditions of this Document and the Agreement (including any variation, amendment, supplement and/or modification to this Document), and such acceptance shall have the same legal force and effect as if you had physically signed such Agreement.  You hereby waive any defence or claim alleging the non-enforceability or invalidity of this Document (including any variation, amendment, supplement and/or modification to this Document) or any provision herein based on electronic or online acceptance, lack of authority of signatory, method of signing of an Enrolment Letter or the Agreement, or lack of physical signatures.
    2. The Purchaser’s acceptance of this Document is provided by allowing Tradeshift to offer you this Document electronically (either via email or on the Tradeshift Platform), and your acceptance of this Document in accordance with clause 15.1 grants you access to the Tradeshift CASH Program and the full features of the Company Early Payment App).
15. Information about your company
    This invitation to join the Tradeshift CASH Program is based upon Tradeshift and the Purchaser’s understanding of your company and by signing this Document or accepting this Document online, you are confirming that the representations in this Clause are true until the Termination of the Program. Should any of the below information be incorrect or subsequently become incorrect, this shall constitute a Notification Event and you need to inform us in accordance with Clause 7. 
    1. Organisation: You are a company duly incorporated under the laws of your jurisdiction and aligning to the address you provided, and as set out in, the Enrolment Letter with full corporate power, authority and legal rights to own and sell your own assets and conduct your business and you have the power to enter into the Agreement and perform the obligations contained within it.
    2. Due Authorisation: All corporate actions required to be fulfilled and performed to (a) enable you to lawfully enter into, exercise your rights under and perform and comply with the obligations expressed to be assumed by you in the Agreement or under any assignment, made by you in respect of any Invoice Payment assigned or scheduled to be assigned pursuant to the Agreement and (b) ensure that the obligations expressed to be assumed by you in the Agreement or under any such assignment are legal, valid and binding on you, have been fulfilled and performed or shall be fulfilled and performed prior to the execution of this Document or assignment (as the case may be).
    3. No Violation: The execution by you of this Document and the making of each assignment made by you in respect of any Invoice Payments assigned or scheduled to be assigned pursuant to the Agreement and the exercise of your rights and the performance of your obligations in any such assignment does not and will not conflict with, or violate or constitute a default under (a) your constitutional documents, or (b) any law to which you are subject (to an extent or in a manner which has or is likely to have a material adverse effect), or (c) any agreement, contract, mortgage or other instrument to which you are a party or by which you or any of your assets is otherwise bound.
    4. All Consents Required: All authorisations, consents, orders or other actions of any person or of any governmental or regulatory body or official required in connection with the conduct of your business in each jurisdiction in which you conduct business, the execution and delivery of this Document and/or the assignment of Invoice Payments in the manner contemplated herein, the performance of the transaction contemplated by the Agreement and the fulfilment of the terms hereof have been obtained.
    5. No Proceedings: So far as you are aware, there are no proceedings pending against you that would if adversely determined have a material and adverse effect on the collectability of the Purchased Invoice Payments.
    6. Information: All information (including information in the Enrolment Letter and information submitted through the Tradeshift Platform) provided by you or on your behalf to any Party for the purposes of the Agreement is true and accurate in all material respects.
    7. No insolvency event: No insolvency has occurred with respect to you.
    8. No material default, Breach or violation: There is no actual or potential default, Breach or violation under any contract you have with a Buyer which has not been remedied.
    9. No Encumbrance: There exists no encumbrance over (including the grant of security or trust over or the occurrence of execution or diligence in respect of) any of the Purchased Invoice Payments, any monies owed by the Seller to the Purchaser or any Collections, nor have you transferred, sold or assigned or purported to transfer, sell or assign, to any person (other than the Purchaser) any Purchased Invoice Payments.
    10. No Sanctions: You (and your Affiliates) are not subject to any applicable sanctions (including any Department of Treasury’s Office of Foreign Assets Control, U.S. Government, European Union, or United Kingdom sanction or denied party list).
    11. Tradeshift Platform: You are registered and in good standing on the Tradeshift Platform, and not in Breach of any of the terms and conditions of any agreement governing your use of the Tradeshift Platform.
    12. Individual or Partnership: You are not an individual or partnership and are the company associated with the Tradeshift account identified by an Authorised Signatory in the Enrolment Letter, or identified to Tradeshift representatives at the time of enrolment in the Program.
    13. Good title: You are the sole legal and beneficial owner of each Invoice Payment to be purchased by, and assigned to, the Purchaser under the terms of the Agreement and such Invoice Payment is free and clear of any encumbrance or security.

1. Your Obligations
   1. You shall, at all times, comply with and perform all of your obligations under the Agreement, and all material provisions and other obligations required to be observed by you under the Seller Contracts under which Purchased Invoice Payments arise.
   2. You shall not subcontract, delegate, assign or transfer a right or obligation under the Agreement.
   3. You shall maintain all requisite authorisations, approvals, consents, licences and authority to conduct your business in each jurisdiction in which you conduct business that enable you to at all times comply and perform your obligations under the Agreement.
   4. You shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or permit to exist any security or other encumbrance upon or with respect to any Purchased Invoice Payments, any monies owed by the Seller to the Purchaser or any Collections related thereto, (ii) purport to take any of the actions outlined in (i) above, or (iii) perform any other action which could reasonably be expected to prejudice the validity or recoverability of any Purchased Invoice Payments or which it could reasonably expect to otherwise adversely affect the benefit which the Purchaser may derive from its interest in such Purchased Invoice Payments.
   5. You shall, if reasonably required to do so by the Purchaser, participate in or join in and lend your name to, and take such other steps as may be reasonably required by the Purchaser in relation to any action (through the courts or otherwise) relating to any Purchased Invoice Payments.
   6. You shall use all reasonable endeavours to procure that no set-off, counterclaims, credit, discount, allowance, right of retention or compensation, right to make any deduction or any other jurisdiction for the non-payment of any Purchased Invoice Payments payable under any Seller Contract will at any time be allowed to arise and that any credit notes will be paid separately to the Buyers so that no future deductions are made from any Invoice.
   7. You shall diligently maintain all records in respect of the Purchased Invoice Payments and shall make such records available to the Purchaser upon demand.
   8. You shall not amend or vary a Seller Contract in any way that would (as determined at the sole discretion of the Purchaser) (i) cause You (the Seller) to be impaired or unable to perform your obligations under the Agreement, or (ii) result in any Purchased Invoice Payment, or any future Invoice Payment to be offered for sale, to be impaired as to its enforceability or collectability, invalidated or devalued, or (iii) cause a breach of any of the terms of the Agreement (including the Eligibility Criteria).
   9. You shall procure that all of your Affiliates (i) shall not take any action that is inconsistent with the Agreement and/or (ii) shall take any action that it is requested to take by the Purchaser to give effect to the sale of the Purchased Invoice Payments to the Purchaser under the Agreement and/or (iii) shall continue to service the Purchased Invoice Payments and Seller Contracts in the same way as you service Invoice Payments and contracts that have not been sold or otherwise assigned.
   10. You shall indemnify the Purchaser, its directors, agents, officers, employees and the persons acting on its behalf against any liabilities or losses arising from (i) your or your Affiliate’s breach of the Agreement or any dispute or defect in the commercial transaction giving rise to any Invoice Payment, (ii) your or your Affiliate’s fraud, intentional misconduct or gross negligence; or (iii) your or your Affiliate’s violation of any applicable law or a third party’s rights.
   11. You shall not, and shall procure an Early Payment Buyer to not, make any payment to any account, other than the Program Collection Account, unless directed by the Purchaser to change the account details or verify the new account details to you.
   12. You confirm that the person signing this Document or taking an Acceptance Action on your behalf is an Authorised Signatory. If you realise that the signatory/signatories taking the Acceptance Actions are not in fact authorised to bind the company under the Agreement, you must immediately notify the Purchaser. The Purchaser may suspend funding and you may be required to repurchase any Invoice Payment you have sold pursuant to this Agreement in accordance with Clause 8. 
2. Waiver
   1. A waiver of any right under this Document is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Document are cumulative and do not exclude rights provided by law.
3. Severability
   1. If any provision (or part of a provision) of this Document is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions of this Document shall remain in force.
   2. If any invalid, unenforceable or illegal provision of this Document would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
4. Entire Agreement
   1. This Document, and any document referred to in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
   2. Each of the Parties acknowledges and agrees that in entering into this Document it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Document or not) relating to the subject matter of this Document, other than as expressly set out in this Document.
5. Notices
   1. Any notice required to be given under this Document shall be in writing in English and shall be delivered by either (a) express courier service, (b) hand, or (c) sent by pre-paid first-class post with return receipt or (d) delivered electronically on the Site or via an email address provided by you.
   2. A notice delivered by hand or express courier shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post shall be deemed to have been received five (5) days after being sent by post. A notice sent electronically (including via the Tradeshift Platform or email) shall be deemed to have been received at the time of transmission.
6. No Partnership or Agency
   1. Except where this Document specifically provides otherwise, nothing in this Document is intended to or shall operate to create a partnership between the Parties, or authorise either party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Definitions

Acceptance — occurs when an Authorised Signatory of the Seller signs this Document or accepts this Document online

Account — means your company account on the Tradeshift Platform that you use to send invoices to the Early Payment Buyer and access the Early Payments App

Affiliates — means any director, employee, sub-contractor or agent of the Seller or any company that is related to the Seller

Agreement — means the documentation which comprises:

1. This Document;
2. The Enrolment Documents;
3. The Company Early Payment App; and
4. The Tradeshift Terms of Service as amended from time-to-time

Authorised Signatory — means a person who is duly authorised to, sign on behalf of, and bind a Party in accordance with the constitutional documents of such Party, its procedures and applicable law.

Breach — means any Notification Event outlined in the Agreement or any exceeding of a credit limit or condition listed on the Company Early Payment App

Business Day — means any day on which banks are open for business in London

Buyer — means the purchaser of goods or services pursuant to a Seller Contract

Collections — means (i) all cash collections received by the Seller or the Purchaser in respect of Purchased Invoice Payments, and (ii) Repurchase Amounts and any other amounts payable to the Purchaser pursuant to Clause 8 of this Document

Company Early Payment App — means the application on the Tradeshift Platform, referred to in the user interface of the Tradeshift Platform as “CASH” , which contains details of the Program including invoice purchase status, payment and short payment information, credit limits currently available to you as well as notifications relating to the Program

Daily Discount — means the rate displayed on your Company Early Payment App at any point in time, which may be amended from time to time in accordance with clause 4.9 based upon funding and market rates and the credit quality of the relevant Buyer

Discount Period — means the number of days between the date payment is triggered for the relevant Purchase Price and the Expected Due Date of the Invoice Payment, based upon the relevant Seller’s track record with the relevant Buyer.

Document — means this document, the Receivables Sale Agreement

Early Payment Buyer(s) — means the Buyer(s) on the Tradeshift Platform with whom you have a relationship, which has been designated as a Buyer on the Enrolment Letter, and for whom the Purchaser can provide the Purchase Price in respect of the relevant Purchased Invoice Payments

Early Payment Discount — means the fee deducted from each Invoice Payment when it is purchased by the Purchaser and is calculated by multiplying your Daily Discount by the Discount Period by the Purchased Invoice Payments.

Early Payment Program Terms — means the ‘Tradeshift Early Payment Programs For Sellers’ document located at https://tradeshift.com/legal/toc/seller-early-payment-terms/.

Eligibility Criteria — means the information relating to the Purchased Invoices in Clause 5 which the Seller represents is true and accurate on the date of the Enrolment Letter, the date of this Document and each date of purchase of the Purchased Invoice Payments

Eligible Currencies — means currencies which have been accepted onto the Tradeshift CASH Program as stated on your Enrolment Letter and any other currencies approved by Purchaser and added as Eligible Currencies to the Company Early Payment App

Eligible Governing Law — means the laws of England and Wales and any other governing law approved by Purchaser and displayed as an Eligible Governing Law in your Company Early Payment App

Eligible Invoices — means Invoices that meet the criteria (including the Eligibility Criteria) listed in this Document. These criteria are subject to change at any time at the sole discretion of the Purchaser

Enrolment Documents — means the Enrolment Letter, the Early Payment Program Terms and the Notice of Assignment.

Enrolment Letter — has the same meaning on the Tradeshift website https://tradeshift.com/legal/toc/seller-early-payment-terms/, such document as executed by the Seller from time to time.

Expected Due Date – means the date, determined by the Purchaser, based on the Buyer’s repayment history, which is used to estimate the timing of repayment to the Purchaser and calculate tenor

Invoice — means a document submitted by a Seller to a Buyer requesting payment for the provision of good or services pursuant to a Seller Contract

Invoice Payment — means any amount and/or receivable due, as a result of an Invoice issued by the Seller to the Buyer, owed to the Seller by the Buyer, including, for the avoidance of doubt but without limitation, the right to demand or sue for payment; any ancillary rights under the associated Seller Contract, any associated guarantees or security; and any record relating to the Invoice (including the Invoice itself)

Notification Events — means the occurrence of (i) a breach of the Eligibility Criteria in Clause 5, (ii) a representation in Clause 16 being incorrect, (iii) a breach of an obligation under Clause 17, or (iv) exceeding any of the limits outlined in the Company Early Payment App

Notice of Assignment — means a notice in writing to the relevant Early Payment Buyer sent on behalf of the Seller by the Purchaser regarding the purchase of the Invoice Payments.

Outstanding Balance — means any monies owed by the Seller to the Purchaser, or unpaid or outstanding Purchased Invoice Payments due from the Early Payment Buyer expected to be paid into the Program Collection Account

Program — means the Tradeshift CASH Program

Program Collection Account — means the bank account details communicated to you by Tradeshift into which you will instruct your Buyer to make payments and you will make payments of the Repurchase Amount

Purchase Price — means the amount paid to the Seller by the Purchaser to buy the Invoice Payment being the face value of the relevant Invoice minus the Early Payment Discount

Purchased Invoice — means an Invoice the Invoice Payment of which has been offered for sale to the Purchaser and where that offer has been accepted, and early payment and monies sent to you

Purchased Invoice Payment — means any Invoice Payment that has been bought by the Purchaser

Purchaser — means Blackstar Capital Europe Limited, a limited liability company incorporated under the laws of England and Wales and with registration number 10931949, whose registered office is at 11 Bressenden Place, Westminster, London, England, SW1E 5BY, and such other purchasers that accede to the Agreement from time to time.

Repurchase Amount — means the Purchase Price of the relevant Purchased Invoice Payment to be repurchased by the Seller pursuant to Clause 8, plus any Early Payment Discount, penalties, costs and expenses (as determined by the Purchaser)

Seller — the provider of goods or services, who has enrolled in the Program and is party to this Document

Seller Contract — means the underlying agreement between Buyer and Seller which gives rise to an obligation to generate the Purchased Invoice Payments

Suspension — means a temporary pause in the purchasing of Invoice Payments initiated by the Purchaser

Termination — means the time at which you notify Tradeshift and the Purchaser that you would like to leave the Program pursuant to Clause 9, or when the Purchaser notifies you that your membership of the Program is being ended or when the Purchaser terminates your membership of the Program pursuant to Clause 10

Tradeshift — means Tradeshift Inc.

Tradeshift Platform — means the e-invoicing website, operated by Tradeshift that allows Sellers to submit Invoices to Buyers, along with any notification generated from such website

Tradeshift Terms of Service — means that Terms of Service for using the web portal, as updated from time to time, provided by Tradeshift and located at https://tradeshift.com/terms-of-service/

RSA-UK- V1.2 – March 3, 2021