Prior to using the FundTap System, the Customer, through its agent or authorised personnel must create an Account. You may only create an Account if you are over 18 years of age and have the authority to enter into the Agreement on behalf of the Entity (both of which will be irrevocably, and unequivocally, inferred automatically upon creation of the Account). If you do not have the foregoing authority you must not create an Account or apply to use, or access or use, the FundTap System on behalf of the Customer.
If you create an Account for an Entity then the Entity will be the Customer for the purposes of the Agreement.
FundTap reserves the right in its sole discretion to refuse to approve the creation of an Account.
The Customer must not allow anyone other than its authorised personnel or agents acting on its behalf (“Authorised User”) to access and use its Account.
The Customer acknowledges and agrees: (i) it has provided accurate and complete account and login information when creating an Account; (ii) it has linked its Accounting Software to the FundTap System as contemplated in clause 3.1, upon creation of an Account; (iii) to keep, and ensure that Authorised Users keep, all account login details and passwords secure at all times; (iv) the Customer remains solely responsible and liable for the activity that occurs in connection with the Customer’s account (including, without limitation, in respect of access and use by Authorised Users), and (v) to promptly notify FundTap in writing if the Customer becomes aware of any unauthorised access or use of its Account or the FundTap System.
By signing the Agreement, the Customer acknowledges and accepts that it has read, understands, and agrees that a binding legal agreement shall be formed between the Customer and FundTap pursuant to, and that the Customer agrees to be bound by and observe, the terms and conditions of the Agreement.
FundTap may at any time request that you provide any information relating to you or your use of the FundTap System as we consider necessary or desirable.
In order for FundTap to undertake and execute searches and checks (“Investigations”) on the Customer, including (without limitation) credit, identity and anti-money laundering checks and searches on you, your officers, and beneficial owners, the Customer authorises FundTap to undertake, or engage third parties to conduct the above Investigations on its behalf. The Customer authorises FundTap to pass any personal information to third parties for the purpose of executing the above Investigations. The Customer authorises FundTap to release personal information of the Customer or its officers, and beneficial owners in the event that the Customer defaults on its payment obligations to FundTap. This information may be used by credit reporting and/or collection agencies to update and maintain credit information files and will be accessed by the customer of the credit reporting database. For the avoidance of doubt, the Customer is responsible to obtain and maintain the consent of its directors and officers for us to perform Investigations on them, and will defend, indemnify and hold us harmless, and will continue to indemnify and hold us harmless, from any failure by the Customer to do so.
You irrevocably authorise us to obtain:
from the Bank or financial service provider, any information which we may require concerning your account with such;
from an Entity which provides insurance or credit enhancement to you, any information which we may require concerning the insurance or credit enhancement; and
from your Accounting Software, and your accountants, bankers, financiers, cash providers, mentors or any other professional advisor, any information we may require concerning your financial and business affairs.
FundTap will only use any confidential information concerning the Customer for the purposes of carrying out credit risk assessments, preventing fraud or money laundering and exercising its rights under the Terms and Conditions, and for those purposes FundTap may at any time use, divulge or communicate to their professional representatives, employees, agents, servants, subcontractors, related entities, credit reporting, debt recovery and/or collection agencies, advisers or as may be required by law or any legal or regulatory authority or credit reference agencies, any such confidential information. FundTap will use all reasonable endeavours to prevent the unauthorised publication or disclosure of any such confidential information.
2. Sale and Purchase of Accounts Receivables
The process by which an Account Receivable may be sold by the Customer, and purchased by FundTap, under the Agreement is as follows:
the Customer must provide details of the Account Receivable to FundTap, through the FundTap System;
upon receiving details of the Account Receivable in clause 2.1(1), FundTap may at its discretion either provide a Quote to the Customer or elect not to accept such Accounts Receivable for purchase;
if the Customer is provided with a Quote under clause 2.1(2), the Customer can elect to either accept the Quote (by clicking the “Accept Quote” button on the Website) or decline such Quote;
if the Customer accepts the Quote in accordance with clause 2.1(3), FundTap shall undertake a review of the Account Receivable and may at its discretion either elect to acquire, or decline to acquire, the Account Receivable;
if FundTap elects to acquire the Account Receivable under clause 2.1(4) then:
unless the Customer is a repeat customer, in which case the following obligation shall not apply, the Customer must deliver a fully signed copy of the Agreement (including all ancillary documents comprising the Agreement) to FundTap and in delivering a fully signed copy of the Agreement to FundTap, the Customer acknowledges and undertakes that it has read, understands, and agrees that a binding legal agreement shall be formed between the Customer and FundTap pursuant to, and that the Customer agrees to be bound by and observe, the terms and conditions of the Agreement; and
subject to clause 2.1(5)(1):
all rights, title and interest in and to the Account Receivable will automatically transfer to FundTap and shall, for the purposes of the Agreement, be referred to as the Purchased Debt; and
FundTap will pay the Advance to your Account.
The Quote displayed to you on the FundTap System as set out in clause 2.1(2) is a quotation only and is based on the fee calculation as set out on the “Quote” screen of the Website and is subject to change. This Quote is calculated on the number of days the Purchased Debt is outstanding, from the date you select an invoice for us to purchase until the Due Date for payment. The fee payable by you will be calculated on the actual date the Account Receivable is purchased and the actual date the Purchased Debt is repaid, including all FundTap Fees.
The Customer acknowledges and agrees that any future acquisitions of Accounts Receivable by FundTap from the Customer shall be governed by, and subject to, the terms and conditions of the Agreement.
3. Access to Customer Accounting Software
Upon creation of an Account, and the linking of Accounting Software to the FundTap System, the Customer shall be automatically deemed to authorise FundTap to access its Accounting Software. The Customer warrants and represents that FundTap is fully authorised, without limitation, to access the Accounting Software. Failure to do so will render all outstanding amounts to FundTap due and payable, and the Customer shall be in default under the Terms and Conditions.
Without limiting clause 3.1, the Customer acknowledges, agrees and authorises:
FundTap to access information from the Customer’s subscription in respect of the Accounting Software, including any derived information.
FundTap to send records of the Customer’s account activity to the Accounting Software provider(s).
FundTap to pay a commission to the Accounting Software provider(s) to access the Customer’s information.
The Customer represents and warrants to FundTap that the accounting information held in the Accounting Software is a true and materially accurate reflection of the financial state of the Customer’s business in all respects. Furthermore, the Customer represents and warrants that the information related to the Account Receivable provided to FundTap for Purchase is materially correct in all respects.
The Customer agrees to provide, at the request of FundTap, the following:
copies of Accounts Receivable and all debit and credit notes or other documents evidencing how an Account Receivable has been reduced, paid or otherwise satisfied;
proofs of delivery or other evidence that the Customer has Delivered Goods and/or Services according to the Supply Contract;
any other information and evidence as we may require relating to any Account Receivable and/or Related Rights; and
any financial or other information we may request relating to your business or affairs.
The Customer authorises FundTap to analyse and data mine any of the data available in the Accounting Software account, in order to ascertain the Customer’s financial viability.
FundTap has no control over, and assumes no responsibility for, the policies or practices of any third party software product or provider. The Customer agrees to indemnify and hold us harmless, and will continue to indemnify and hold us harmless, and expressly release us, from any and all liability arising from the Customer’s use of, and/or connection to, the Accounting Software.