Tradeshift Early Payment Program Terms For Sellers

Program Terms. V2.1 – January 29, 2021

Acceptance of these Early Payment Program Terms by a representative of Seller, whether via online check-box or other express action referencing these terms, constitutes an agreement by Seller to be bound by these terms and the terms of the underlying Terms of Service.  

Introduction

Tradeshift works with various financial institutions, providers of financial services, and arrangers to provide early payment options for qualifying Sellers who use the Tradeshift B2B document exchange platform (“Tradeshift Platform” also referred as the “Site” in the Terms of Service) and SaaS services to invoice their customers (“Program Partners”). These early payment services (each a “Program”) are collectively referred to as the Tradeshift Cash Program and may be updated from time to time but currently consist of features on the Tradeshift Platform that allow You, as an eligible and qualifying Seller, to offer some or all of your invoices for early payment under the terms and subject to the conditions of the specific Program. We are using “Seller” and “You” or “Your” interchangeably in these terms.

1. Program Terms. The Programs can vary by jurisdiction, funding approach (e.g. sale of receivables, credit line, dynamic discounting), the specific Program Partner involved, and other factors. General terms that may be applicable to the Programs are stated below in Sections 2 and 5.   Pricing, the Program Partner(s) involved, and relevant Program-specific terms are presented and must be accepted at the time of Seller enrolment or activation in the Program. Other requirements can be found in the user interface for the Site, Program descriptions, from the Program Partner, and from Tradeshift support.  Each Program involves  terms and conditions with a specific Program Partner (the “Partner Terms”)(some are identified below).

Participating Program Partners (updated from time to time)

Program Partner	Name and Location of Partner Terms	Last Updated	Restrictions
Blackstar Capital Europe Limited (referred to as “Purchaser” in the Receivables Sale Agreement)	Receivables Sale Agreement https://tradeshift.com/legal/fin/bcel/receivables_sale_agreement_uk	March 3, 2021	Applicable in the UK, in GBP only.  Other restrictions set forth in the Receivables Sale Agreement.

2. Definitions related to the Early Payment Programs
   1. “Program Partner” means the entity(ies) listed above (or otherwise identified to Seller by Tradeshift) who coordinate funding or provide funding, or purchase receivables depending on the Program, who are party to the Partner Terms and who may be referred to as a “Purchaser,” “Funder”, or “Program Partner” on the Platform, in the Enrolment Letter, any Notice of Assignment, and/or in the Partner Terms.
   2. “Authorized Signatory” means a representative of the Seller, authorized to enter the Seller into a financial contract and, if applicable, approve the sale and assignment of receivables under the Program, as evidenced and acceptable to the Program Partner.
   3. “Buyer” means a customer, to which Seller is issuing one or more invoices using the Site under the specific Program, as stated in the Enrolment Letter or using the Program-related features of the Site and who may be referred to as the “Early Payment Buyer” in the Partner Terms.
   4. “Cash Program Admin” is the individual designated by Seller in the Enrolment Letter (or in other written notice from Seller to Tradeshift) to act within the Tradeshift Platform to administer the Tradeshift Cash Program on Seller’s behalf, which may include receiving notice of updates to terms or Program limits and parameters, starting and stopping the service, and, in some cases, identifying specific invoices for early payment requests.
   5. “Program Terms” means this document.
   6. “Seller” means the legal entity providing goods or services to one or more Buyers for which invoices are submitted via the Site, having accepted these Program Terms, the Enrolment Letter, and the applicable Partner Terms, by signing or electronically signifying acceptance to these Program Terms, the Enrolment Letter and the applicable Partner Terms (in accordance with such Partner Terms).
   7. “Terms of Service” means the terms of service agreement with Tradeshift (found at https://tradeshift.com/terms-of-service/) as they may be updated from time to time.
3. Tradeshift Cash Program participation by Sellers – (formerly referred to as Tradeshift Cash – Direct)
   1. Enrolment.  To participate in the Tradeshift Cash Program, an Authorized Signatory from Seller will (i) execute an electronic or paper-based enrolment document (an “Enrolment Letter”) as a request for participation in the Program pursuant to these Program Terms, the Terms of Service and the applicable Partner Terms and, once approved for the Program, and (ii) execute the applicable Partner Terms, by signing or electronically signifying acceptance to such terms.  Unless stated otherwise in the applicable Partner Terms, if an Authorized Signatory elects to delegate authority to a CASH Program Admin, Tradeshift and the Program Partner may rely on the actions of the CASH Program Admin as if such actions were taken by an Authorized Signatory of Seller, and Seller hereby waives any legal claim or defense against Tradeshift or Program Partner based on such delegation of authority being improper or unauthorized. A Program Partner may require evidenced, corporately approved delegation of authority in certain cases.
   2. The Enrolment Letter clarifies the daily discount rate(s), applicable Buyer(s), the Cash Program Admin for your company and other key terms.  In case of a conflict of terms between these Program Terms, Terms of Service and the Partner Terms for the Program, the Partner Terms shall prevail.  You represent and warrant that You will not activate the Program with regard to any Buyer who is an individual, or who is a shareholder, director, partner or agent of the Seller, and that the signatory of the Enrolment Letter and applicable Partner Terms, the Cash Program Admin, and any User authorized by You, have the authority to take actions on behalf of Seller under the relevant terms.
   3. Activation.  Acceptance of Seller into the Program requires approval by Tradeshift and the Program Partner, and certain preliminary steps to validate Seller’s participation.  Tradeshift or the Program Partner may cancel Your participation in a Program at any time and for any reason, and will provide notice to You of such change in status.  Cancelling Your participation in a Program does not affect any of Your outstanding obligations owed to Tradeshift or the Program Partner.
   4. Operation of the Program. The Tradeshift Cash Program uses features of the Tradeshift Platform that allow the Cash Program Admin to request early payment (meaning payment in advance of the payment terms originally contracted-for between Seller and the Buyer) relating to eligible invoices Seller has submitted to the Buyer, typically via an offer to sell the receivables relating to such eligible invoices.  An invoice is “eligible” if it meets the criteria set by the Program Partner and Tradeshift, and the Program Partner accepts the offer (there is no guarantee that the Program Partner will elect to accept an offer regarding any particular invoice).  A Program Partner may use receivables purchase or another financial model, such as extinguishment with credit, to support advance payment as provided in the Partner Terms. Subject to the Partner Terms, You continue to have control of Your relationship with the Buyer and You retain certain obligations, such as product warranties, support, returns, and pursuing collections.
      1. Subject to the applicable Partner Terms, the parameters You confirm from the Tradeshift Platform may affect the ongoing offers made to the Program Partner for the Program Partner’s purchase of the receivables relating to the eligible invoices (the “Offers“, each an “Offer“).  If the Program Partner accepts an Offer, the Program Partner thereby undertakes to pay You per the Offer made by You.  Any reduction to the invoice amount You receive via a Program may be in the form of an early payment discount, a similar charge for such early payment, or set-off for amounts you owe. The Tradeshift Cash Program currently operates as a stream of Offers/payments whereby once started, all of the Seller’s invoices issued to the Buyer are evaluated for early payment under the Program and all of the Buyer’s payments related to the Seller’s invoices are redirected to the Program Partner.
      2. To facilitate the operation of the Tradeshift Cash Program, the Seller is expressly authorizing Tradeshift, Tradeshift service providers, the Program Partner involved, or that Program Partner  delegates or service providers to: (a) perform certain actions on Seller’s behalf, including sending Offers to a Program Partner, and where applicable, bundling any unallocated Buyer approved credit notes into the Offers made by Seller to the Program Partner; (b) transmit information, including the Seller’s transaction data, to the Program Partner, its delegates or its service providers to support portfolio analysis, KYC, tax or regulatory due diligence requirements and to provide or validate Seller’s bank account information; (c) review Seller’s historical transaction data, which may be available on the Site, and disclose transaction-related data to the Program Partner involved and that Program Partner’s delegates or service providers, as part of establishing Your qualification and invoice eligibility for the Program.
      3. Data displayed on the Site (such as the payment date or payment amount) are estimates only. Accuracy is critical for the success and integrity of the Program and you take responsibility for inaccuracies in the information You and Your agents or Users submit.  You agree to promptly notify Tradeshift of any discrepancy or inaccurate data or payment amount to enable rectification.
   5. You acknowledge that Tradeshift may receive compensation from the Buyer or Program Partner for making the Program available to You, and such compensation might be based on a subscription, fixed fee, per transaction fee, or other basis.
   6. Stopping Your Participation. At any time, You can cancel Your enrolment in a Program by configuring Your account on the Tradeshift Platform to remove enrolment in the Tradeshift CASH Program or, if such option is not available from your account on the Site, contacting Tradeshift via an email to CashTermination@Tradeshift.com.  If You cancel enrolment in the Program (following the process provided by Tradeshift), and Buyer payments are being routed to the Program Partner directly, You agree to wait to notify the Buyer of the change to Seller’s bank account information on file until notified by the Program Partner that all of Seller’s outstanding obligations under the Program and the applicable Partner Terms have been fulfilled.
4. Tradeshift Cash – Supply Chain Finance Program – participation by Sellers (formerly known as Tradeshift Cash – Finance)
   1. Tradeshift Cash – Supply Chain Finance (“SCF”) is a SaaS service, enabled by a Buyer who has subscribed to the product from Tradeshift, that allows selected Sellers of the Buyer use of functionality on the Site to request early payment (meaning payment in advance of the payment terms originally contracted-for between the Seller and the Buyer) relating to an invoice Seller has submitted to the Buyer. The “SCF Program” refers to the program involving Buyer, Tradeshift and a Program Partner enabling Sellers to obtain early payments.
   2. Acceptance of You into the SCF Program for a Buyer requires approval by Tradeshift, the applicable Buyer and the applicable Program Partner.
   3. With SCF, You can request, via the Site, that a third party Program Partner pays the invoice early, in exchange for the payment amount being discounted from the amount stated on the invoice.  Once approved in the SCF Program as a Seller for a Buyer, You will enable your participation by configuring Your account on the Site to offer for the Program Partner to pay You early, within certain parameters You select in your account (such as, an offer to be paid within a target of “x” days at a discount of “y%” rate). The parameters you configure in the account is Your “SCF Offer”.
   4. If the Program Partner accepts an SCF Offer, the Program Partner thereby undertakes to pay You per the SCF Offer made by You (a “Funded Invoice”) and You hereby agree that You are modifying the terms of any related agreement between You and your Buyer regarding payment of the Funded Invoices.
   5. You hereby represent, warrant and undertake not to sell, assign or otherwise dispose of any Funded Invoice except to the Program Partner and shall not create or suffer to exist any lien, mortgage, security interest, pledge, title retention, setoff right, offset, reduction, recovery, claw-back, withholding or other encumbrance, netting, claim, defense or counterclaim or any other right, dispute or claim or any person other than the relevant Program Partner with respect to such Funded Invoice.
   6. When You enroll in an SCF Program, You authorize Tradeshift to perform certain actions on Your behalf, including sending Your offer to a Program Partner, and where applicable, bundling any unallocated Buyer approved credit notes into offers made by You to the Program Partner. You may be required to provide other information to the Program Partner or Tradeshift to support tax or regulatory due diligence requirements.
   7. The Buyer, the Program Partner and any of their affiliates or transferees shall have the benefit of and be entitled to enforce these Terms of Service and Program Terms as an intended third-party beneficiary. In the case of a conflict of terms between these Terms of Service, Program Terms and the Program Partner provided terms for the Program, the terms of the Program Partner shall prevail.
   8. Tradeshift, Your Buyer and the Program Partner, where applicable, may cancel Your participation in the SCF Program at any time and for any reason, and will provide notice to You of such change in status.  Cancelling Your participation in the SCF Program does not affect any of Your outstanding obligations owed to Tradeshift or the Program Partner, where applicable.
   9. You acknowledge that Tradeshift may receive compensation from others for making the SCF functionality available to You, which compensation might be based on a subscription, fixed fee, per-SCF transaction, or other basis.
5. General Terms Applicable to All Programs.  Your enrolment or activation of a Program constitutes agreement to be bound by the Program Terms,  the Terms of Service, and the applicable Partner Terms.  If You do not agree with any of these terms, then You should not enroll or request to participate in a Program. You should review these terms periodically, and each use of the Service is subject to the then-current form of the Terms of Service and these Program Terms. The Program Partner and any of their affiliates or transferees shall have the benefit of and be entitled to enforce the Terms of Service and Program Terms as an intended third-party beneficiary.
   1. Seller may NOT be an individual and must be the company associated with the Tradeshift account identified by an Authorized Signatory in the Enrolment Letter, if applicable to the Program, or identified to Tradeshift representatives at the time of enrolment in the Program.
   2. Tradeshift is not performing payment processing or transfer of funds (but for the avoidance of doubt, the Tradeshift Platform may be used for creating and populating payment instruction templates which are then approved and executed by authorized third parties)  Tradeshift makes no representation as to whether the documentation, the Program or the Site features satisfies the applicable legal requirements regarding VAT or other such indirect tax, and hereby advises You to consult with tax advisers on such issues. The transaction(s) between Seller and a Program Partner under a Program is between Seller, the Program Partner and its delegates.  Tradeshift is not a party to any receivables purchase transaction, nor any receivable extinguishment or credit arrangement, and accordingly Tradeshift has no responsibility for performance by Seller, or performance by the Program Partner.
   3. You are solely responsible for Your interactions with other users of the Site and Services.  You agree to defend, indemnify and hold harmless Tradeshift and each Program Partner, where applicable, their subsidiaries and affiliates and their respective directors, officers, employees, delegates and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to: (a) any content submitted or posted by You, the Cash Program Admin or any User in connection with the Services, or any use of the Site or the Services in violation of these Terms of Service; (b) fraud You, the Cash Program Admin or any User commit or intentional misconduct or gross negligence by You, the Cash Program Admin or any User of Your account; or (c) violation of any applicable law or rights of a third-party by You, the Cash Program Admin or any User. To the extent permitted under applicable laws, You hereby release Tradeshift, its agents and the Program Partner(s), from any and all claims or liability related to any conduct or user content, whether online or offline, of any other third-party.

These Early Payment Program Terms for Sellers went into effect on January 29, 2021 at 1:35 p.m. Pacific Daylight Time.

To see the previous version of these terms, click here.