Factor Now - Platform Rules

In these Platform Rules:

"Account" means a registered user account on the Platform.

"Aged Debtor Report" means the aged receivables / debtor ledger information a Borrower provides, showing outstanding customer invoices, ageing and debtor concentration.

"Borrower" means a business that registers to seek invoice finance through the Platform.

"Broker" means a finance intermediary that uses the Platform to submit or manage enquiries on behalf of its clients.

"Business Profile" means the business information a Borrower provides, including trading details, turnover, sector and funding requirement.

"Indicative Terms" means the non-binding indicative pricing and facility information generated through the Platform, which may include likely facility size, advance rate and monthly cost.

"Introduction" means the release of a Borrower's identifying details to a Lender following the Borrower's selection of that Lender.

"Lender" means an invoice finance provider participating on the Platform under a Participation Agreement.

"Platform" means the Factor Now platform at factornow.co.uk and related services.

"User" ("you") means any user of the Platform.

In relation to a Lender, capitalised terms not defined in these Platform Rules have the meanings given to them in that Lender’s Participation Agreement. These Platform Rules are to be interpreted independently in relation to Borrowers and Brokers.

2.1 The Platform is a technology service that helps UK businesses obtain indicative invoice finance pricing and be matched and introduced to participating Lenders, and helps Lenders receive better-qualified funding opportunities.

2.2 Factor Now is not a lender and does not provide finance, funding or credit. Any facility is provided by, and is a matter solely between, the Borrower and the relevant Lender.

2.3 Factor Now provides a technology platform and introductions only. It does not provide regulated financial, legal, tax or accounting advice, and nothing on the Platform constitutes advice or a recommendation to enter into any facility. You should take your own professional advice before entering into any facility.

2.4 Factor Now does not guarantee that any Borrower will be matched with a Lender, that any Lender will provide Indicative Terms or make an offer, or that any facility will be provided or on any particular terms.

2.5 Indicative Terms are based on the information available to Factor Now and/or the relevant Lender at the time, including any business, ledger and commercial credit information used for matching purposes. Indicative Terms are indicative only. They are not an offer and remain subject to the Lender's own due diligence, underwriting, AML/KYC checks, credit approval and final terms.

3.1 To register and use the Platform you must be a business, or acting on behalf of a business, and be seeking, providing or arranging invoice finance for business purposes.

3.2 You must be at least 18 years old and authorised to enter into these Platform Rules and to bind the business on whose behalf you register.

3.3 Borrowers must be UK-based businesses. Lenders must have entered into a Participation Agreement and hold any authorisations, permissions or registrations required to provide their facilities. Brokers must be authorised by their clients to act on their behalf and hold any permissions required for their activities.

3.4 Factor Now may accept or decline any registration and may make access conditional on business verification using publicly available information, Companies House data and commercial credit information, at its discretion.

4.1 To use the Platform you must create an Account and provide the registration information we request.

4.2 Borrowers must complete their Business Profile and provide the information and documents required to generate Indicative Terms and to be matched with Lenders, including an up-to-date Aged Debtor Report.

4.3 You must provide information that is true, accurate, complete and not misleading, and you must keep it up to date. You must promptly update your Account and notify us of any material change.

4.4 Verification and commercial credit information. Factor Now may use publicly available information, Companies House data and third-party commercial credit information providers, currently CreditAssist, to check, validate and assess a Borrower's business, debtor ledger, debtor profile and funding request for the purposes of operating the Platform, generating Indicative Terms and matching the Borrower with potentially suitable Lenders.

Factor Now does not carry out lender underwriting, AML/KYC checks, sanctions checks, personal credit searches or formal credit approval checks. Any such checks required in connection with a facility will be carried out by the selected Lender as part of its own due diligence, underwriting and onboarding process.

Following the Borrower’s selection of a Lender and the making of an Introduction, the selected Lender may carry out identity, anti-money-laundering, fraud, sanctions, credit and other verification checks where reasonably required and permitted by law as part of its own due diligence, underwriting and onboarding process.

4.5 Each business may hold one Account unless we agree otherwise. You are responsible for ensuring that everyone who uses your Account is authorised to do so and complies with these Platform Rules.

5.1 You are responsible for keeping your Account login details confidential and for all activity that takes place under your Account.

5.2 You must notify us promptly if you become aware of any unauthorised use of your Account or any security breach. We may suspend access where we reasonably suspect unauthorised use.

6.1 Indicative Terms, matching and Lender decisions depend on the information you provide. You are responsible for the accuracy and completeness of your Business Profile, Aged Debtor Report and all other information you submit.

6.2 You must not submit information that is false, misleading or fraudulent, or that you are not entitled to share.

6.3 Where a Borrower uploads or submits information containing personal data, including information relating to its customers, debtors, directors, employees or representatives, the Borrower confirms that it has all necessary rights, notices, lawful bases and permissions required to provide that information to Factor Now and for Factor Now to use and share it in accordance with these Platform Rules and the Privacy Policy. Factor Now provides publicly available privacy information for individuals whose personal data is obtained indirectly through Aged Debtor Reports, as described in the Privacy Policy.

6.4 By submitting information through the Platform, a Borrower authorises Factor Now to use that information to generate Indicative Terms and match the Borrower with potentially suitable Lenders. Before a Borrower selects a Lender, Factor Now may share only limited, non-identifying enquiry information with matched Lenders for the purpose of assessing appetite and producing Indicative Terms, comprising the Borrower’s sector, turnover range, debtor concentration, ledger ageing and requested facility. Following selection, Factor Now may release the Borrower's identifying details, Business Profile, Aged Debtor Report and related information to the selected Lender for the purpose of assessing and progressing a potential facility.

6.5 If we or a Lender consider that information provided is inaccurate, incomplete or misleading, we may suspend or remove the relevant Account or enquiry.

7.1 Submitting a request. A Borrower submits a single request, comprising its Business Profile and Aged Debtor Report, describing its funding requirement.

7.2 Matching. Factor Now matches the request with Lenders it considers potentially suitable, based on factors such as debtor quality, debtor concentration, ledger ageing, sector fit and fundability, and each Lender's appetite and criteria.

7.3 Indicative Terms. Matched Lenders may make Indicative Terms available to the Borrower through the Platform, which may include likely facility size, advance rate and monthly cost, allowing the Borrower to compare options in one place.

7.4 Selection. The Borrower reviews the Indicative Terms available through the Platform and selects the Lender it wishes to progress with. A Borrower may only progress with one selected Lender at a time, unless Factor Now agrees otherwise.

7.5 Further selection. If the Borrower does not proceed with the selected Lender, or if the selected Lender declines to progress, withdraws its Indicative Terms or does not offer a facility, the Borrower may return to the Platform and select another available Lender. Each such selection will be treated as a separate Introduction for the purposes of these Platform Rules and, where applicable, the relevant Participation Agreement.

7.6 Introduction and onward journey. On selection, the Borrower's identifying details are released to the selected Lender, and the onward journey - including meetings, document sharing and the Lender's information requirements - may be conducted through the Platform. Documents requested by a selected Lender for its own due diligence, underwriting, compliance or onboarding purposes are made available to that Lender through secure Platform functionality. Factor Now does not ordinarily access or review those documents and processes them on behalf of the selected Lender solely to provide secure upload, transmission, storage and retrieval functionality, except where access is technically necessary to maintain, secure or support the Platform, where instructed by the Lender, or where required by law.

7.7 Underwriting and the facility. The Lender conducts its own due diligence and underwriting and decides, in its sole discretion, whether to offer a facility and on what terms. Any facility is a separate agreement between the Borrower and the Lender. Factor Now is not a party to it and is not responsible for it.

8.1 Lenders must comply with their Participation Agreement, which governs their participation, commission and related obligations and prevails over these Platform Rules in the event of conflict.

8.2 Lenders must use reasonable endeavours to provide indicative pricing in good faith and to progress opportunities they choose to pursue, and must conduct their own due diligence and underwriting.

8.3 Lenders must not use the Platform, or information obtained through it, to circumvent Factor Now or avoid commission, and must comply with the anti-circumvention, protection-period and related provisions of their Participation Agreement.

8.4 Commission is payable by Lenders in accordance with their Participation Agreement.

8.5 Lenders must hold and maintain any authorisations, permissions or registrations required for their activities and facilities.

9.1 Brokers must be authorised by their clients to submit and manage enquiries on their behalf, and are responsible for the accuracy of the information they submit.

9.2 Brokers must not misrepresent themselves, their clients or any enquiry, must comply with all applicable laws and regulatory requirements, and must hold any permissions required for their activities.

You must not:

• (a) use the Platform for any unlawful, fraudulent or misleading purpose;
• (b) submit false, inaccurate or misleading information;
• (c) use the Platform, or information obtained through it, to circumvent Factor Now or avoid commission;
• (d) access, scrape, copy or extract data from the Platform by automated means, or attempt to access data or accounts you are not authorised to access;
• (e) introduce malware or otherwise interfere with, damage or disrupt the Platform or its security;
• (f) misuse any other User's information, or use it other than for the purpose for which it was shared;
• (g) copy, reproduce, resell or seek to replicate any non-public part of the Platform, or use Factor Now's confidential information, platform design, data or materials to build a competing service; or
• (h) share your Account access with any unauthorised person.

11.1 Borrowers are not charged by Factor Now for registering, obtaining Indicative Terms or being introduced to Lenders through the Platform.

11.2 Lenders pay commission to Factor Now in accordance with their Participation Agreement.

11.3 Brokers may receive commission from Factor Now in accordance with a separate Broker Introducer & Platform Participation Agreement.

11.4 Any facility fees, charges and interest are set by the relevant Lender and are a matter between the Borrower and the Lender.

12.1 Factor Now processes personal data in accordance with its Privacy Policy, available at factornow.co.uk, which sets out how Factor Now processes personal data.

12.2 Borrowers acknowledge that, in order to provide the service, Factor Now may share limited, non-identifying enquiry information with matched Lenders before selection, and may share the Borrower's identifying details, Business Profile, Aged Debtor Report and related information with the selected Lender following selection.

12.3 Each of Factor Now and the relevant Lender acts as an independent controller in respect of personal data it processes for its own purposes. Factor Now acts as controller for the core Platform, Business Profile, Aged Debtor Report, matching, indicative-output and Introduction activities. Where a selected Lender requests post-Introduction documents solely for its own due diligence, underwriting, compliance, onboarding or facility-administration purposes, the Lender acts as controller and Factor Now acts as processor solely to provide secure upload, transmission, storage and retrieval functionality. Users must comply with applicable data protection law in respect of personal data they access or receive through the Platform.

13.1 The Platform and all content, software, design and materials in it are owned by or licensed to Factor Now and are protected by intellectual property rights.

13.2 You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose in accordance with these Platform Rules. You must not copy, modify, distribute, reverse engineer or create derivative works from the Platform except as permitted by law.

14.1 The Platform is provided on an "as is" and "as available" basis. We do not warrant that it will be uninterrupted, error-free or secure, that any matching, parsing, scoring or Indicative Terms will be accurate or complete, or that any match, Indicative Terms or facility will result.

14.2 We may modify, suspend or withdraw all or part of the Platform, or any feature, at any time.

15.1 Nothing in these Platform Rules limits or excludes any liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

15.2 Subject to clause 15.1, Factor Now is not liable for the acts, omissions, decisions or terms of any Lender, Borrower or Broker; for any Lender's decision whether to provide a facility or the terms of any facility; or for the outcome of any Introduction or facility.

15.3 Subject to clause 15.1, Factor Now shall not be liable for any indirect, consequential or special loss, or for any loss of profit, revenue, business, goodwill or anticipated savings, and Factor Now's total aggregate liability to any User arising out of or in connection with the Platform and these Platform Rules shall not exceed £500. As between a Lender and Factor Now, liability is governed by the Participation Agreement.

16.1 We may suspend or terminate your Account or access to the Platform, in whole or in part, where you breach these Platform Rules, where we reasonably suspect fraud or inaccurate information, or otherwise on notice.

16.2 You may stop using the Platform and close your Account at any time.

16.3 Termination does not affect any rights or obligations that have already accrued. For Lenders, commission and other obligations survive in accordance with the Participation Agreement.

17.1 We may update these Platform Rules from time to time. We will provide reasonable notice of any material change where practicable. Changes take effect when we post the updated version on the Platform or otherwise notify you. Your continued use of the Platform after changes take effect constitutes acceptance of the updated Platform Rules.

17.2 In relation to Lenders, any amendment to these Platform Rules is subject to the amendment, notice and precedence provisions of the relevant Participation Agreement. No amendment to these Platform Rules will materially alter a Lender’s commercial terms unless agreed in writing in accordance with the Participation Agreement.

18.1 These Platform Rules constitute the agreement between you and Factor Now regarding your use of the Platform. They should be read together with our Privacy Policy and, in the case of a Lender, the applicable Participation Agreement. Where there is any conflict between these Platform Rules and a Lender’s Participation Agreement, the Participation Agreement prevails.

18.2 If any provision is found to be invalid or unenforceable, the remaining provisions continue in force.

18.3 A failure or delay in enforcing any provision is not a waiver of it.

18.4 You may not assign or transfer your rights or obligations without our prior written consent. We may assign or transfer ours to a successor or group company.

18.5 These Platform Rules do not create any partnership, agency or joint venture between the parties, and do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

19.1 If you have a general question or complaint, please contact us at hello@factornow.co.uk. Data protection concerns and complaints should be sent to privacy@factornow.co.uk and will be handled in accordance with our Privacy Policy.

20.1 These Platform Rules, and any dispute or claim arising out of or in connection with them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.