It is important that You read these terms and conditions (the “Agreement”) in full before accepting it. The Agreement is legally binding and, once accepted, the Business (by the “Business” (and "You") we mean the legal entity that is applying for the Credit Facility under this Agreement) agrees to this Agreement, make the representations and warranties that it contains and will be expected to comply with all of its responsibilities under its terms.
By applying for a Credit Facility You agree to be bound by and comply with this Agreement.
The language used in this Agreement and in communication between the Business and Payhawk shall be English. A copy of this Agreement may be requested at any time.
This Agreement is not a regulated credit agreement for the purposes of the Financial Services and Markets Act 2000 on the basis that the Business is a corporate entity.
“Banking Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London.
“Card Terms” means the terms and conditions applicable to the use of the Payhawk Card.
“Credit Facility” means the line of credit limited up to a maximum amount, determined and extended by Payhawk to the Business pursuant to this Agreement.
“Distributor” means Payhawk Limited, a private limited company with registration number 11747263, and registered address at 1 Waterhouse Square 138 Holborn, London EC1N 2ST, England acting as an electronic money distributor of the Issuer.
“Insolvency Event” means any corporate action, legal proceedings or other procedure or step is taken in relation to:
“Issuer” means PayrNet Limited, a company incorporated and registered in England and Wales with company registration number 09883437 and whose registered address is at 1 Snowden Street, London, England, EC2A 2DQ, a company authorized by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 900594) for the issuing of electronic money.
“Payhawk Card” means a virtual and physical Visa card, issued by the Issuer.
“Payhawk Platform” means Payhawk’s platform, domain and its main interface towards its customers where customers access Payhawk’s services, including, but not limited to, their relevant account.
“Qualified Independent Third Party” means an independent, international and leading firm of accountants which does not and has not acted as auditors of, or consultants to, any party.
By agreeing to the terms of this Agreement, the Business represents and warrants that as of the date of this Agreement and during the term of this Agreement:
The Credit Facility shall be interest-free. Payhawk shall charge a late payment fee by way of addition to the Credit Facility where Payhawk does not receive payment in full on a payment due date (as provided in article 4 hereunder).
Payhawk sets the Business's Credit Facility limit on a discretionary basis according to Your circumstances, Your account usage and history, information from other parts of the Payhawk group, information We receive from credit-reference agencies, and any other information We think is relevant. Payhawk reserves the right to review and change the Business's Credit Facility limit from time to time. The initial and from time to time approved Credit Facility limit of the Business will be presented to the Business in its account on the Payhawk Platform.
We can change Your Credit Limit at any time and will let You know about any change. If Payhawk changes a Business's Credit Facility limit, Payhawk will notify the Business. However, if Payhawk reduces the Business's Credit Facility limit based on an assessment of risk or the Business's ability to repay, Payhawk has the right not to give the Business any notice beforehand if Payhawk thinks this would be inappropriate. Payhawk won’t reduce the Business's Credit Facility limit to be less than the Business's total outstanding balance, plus any transactions authorised but not yet charged to the Business.
If Payhawk approves an increase of a Business's Credit Facility limit, Payhawk will give the Business notice and ask that the Business accepts the approved increase (unless the Business has asked for the increase). When the Business receives this notice, the Business can tell Payhawk to not increase its Credit Facility limit. The Business can also, at any time, tell Payhawk not to increase its Credit Facility limit at any time in the future or tell Payhawk that the Business wants to reduce its Credit Facility limit. Payhawk won’t increase the Business's Credit Facility limit if Payhawk thinks that the Business can’t afford to make the repayments.
In order to apply for the Credit Facility, the Business must (i) be an existing customer of the Distributor (as defined below); and (ii) be determined by Payhawk (acting in its sole discretion) to be eligible (see the paragraph below).
Payhawk reserves the full and exclusive right in its own discretion to determine if a Business is eligible for the Credit Facility. In assessing whether a Business is eligible for the Credit Facility, Payhawk may consider the Business's circumstances and business model, usage and history of previous accounts with the Issuer (if any), information from other parts of Payhawk’s group, information that Payhawk receives from credit reports, the bank accounts that the Business has integrated to the Payhawk Platform (for which the Business hereby grants its irrevocable and unconditional consent), publicly available information and any other information that Payhawk consider to be relevant.
The purpose of the Credit Facility is to fund the settlement of any obligations of the Business in relation to card payments made by the Business through Payhawk Cards issued to the Business in accordance with the Card Terms.
The Credit Facility may only be utilized by the Business towards funding obligations in relation to payments made by the Business using the Payhawk Card for purchases of goods and services for business purposes and in accordance with the Card Terms. In addition, for the avoidance of any doubt, the Business may not utilise the Credit Facility to fund obligations in relation to the following purposes:
Payhawk reserves the full and exclusive right to determine from time to time what constitutes “authorised spending”. Any breach of this paragraph 3.4.2 by the Business will allow Payhawk to suspend the Payhawk Card and/or terminate the Credit Facility and to demand immediate repayment of any amounts due by the Business under this Agreement.
The business shall pay the due amount in accordance within the instructions contained in the monthly statement for the utilised value. Your payment obligation becomes due once the monthly statement is received (the statement issued will consist of utilised balances for the previous month) and You will have until the 8th (eighth) calendar day of the month to make repayment. If the eighth calendar day falls on a weekend or a bank holiday, the last due date will be the first working day following the weekend or bank holiday when banks in the UK are open for business. Prepayments prior to the due date and reborrowing of funds repaid by way of prepayment or repayment within the relevant period are allowed. No payment will be deemed made until the Payhawk account indicated in the monthly statement has been credited with the respective amount.
Any fees related to late payment will be added to the Business's subsequent monthly statement. Late payments may also affect the Business's credit records. You agree to pay all costs and disbursements, including reasonable attorney fees, incurred by Us to collect our receivable or to enforce Your obligations under this Agreement.
Failure on the part of the Business to make any due payments when required in accordance with the Agreement shall be a material breach thereof and will entitle Payhawk to suspend the Credit Facility and the Payhawk Cards.
Payhawk will not charge any interest if the Business pays its current entire balance in full by each payment due date. If the Business does not clear the balance in full by the relevant payment due date, Payhawk will apply late payment fee to the outstanding balance at the rate of 4% per annum above the Bank of England's base rate from time to time. Such fee shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement.
Late payment fee will be added to the Business's account and included in the monthly statement submitted to the Business on the following payment due date. This means that the Business generally pays interest on outstanding interest.
Late payment fee continues to be charged on all outstanding balances until the Business pays off its balance or a court orders the Business to pay off its balance. This means that when an amount is overdue for payment, Payhawk continues to charge late payment fee at the rate that applies to that particular balance.
The Business agrees that Payhawk and Distributor may, before and during the term of this Agreement, obtain credit reports and ownership information about the Business:
The Business further agrees that all information it provides to Payhawk and/or Distributor is accurate, true and not misleading in any respect and that it shall update Payhawk if there is a material change to any information it has previously provided. The Business further consents to Payhawk and Distributor providing information about the Business (even if the Credit Facility application is declined) to credit reference agencies, agents or delegates where Payhawk and/or the Distributor consider it reasonably necessary to do so.
Payhawk and Distributor may, with open banking and the Business's consent (which the Business hereby explicitly and unconditionally provides), request valid and authenticated access to the Business's accounts with other financial institutions and may terminate the Credit Facility if the Business does not comply with a request for such access or re-authentication of such access.
Payhawk may change, add or delete terms of this Agreement, including interest rates, fees and charges without the Business's prior consent. Payhawk shall give the Business at least thirty (30) days’ prior notice before any such changes take effect.
The Business may terminate the Credit Facility at any time by giving at least thirty (30) days’ prior written notice to firstname.lastname@example.org. Payhawk will send the Business a statement of its total outstanding balance and payment is due in accordance with paragraph 4. This Agreement will continue in full force and effect until Payhawk has received full payment of any and all amounts owing by the Business, at which point it will then automatically terminate in full.
Payhawk may terminate the Credit Facility with immediate effect and require immediate repayment of the Business's outstanding balance if:
This Agreement and the Credit Facility shall be automatically terminated and the Business's outstanding balance immediately repaid if it becomes unlawful for Payhawk to perform any of its obligations under this Agreement or to fund the Credit Facility.
Payhawk will charge the Business an amount to cover any reasonable costs or losses incurred by Payhawk or Distributor if the Business breaks this Agreement, including, but not limited to, collection costs, court costs and reasonable attorneys’ fees (if applicable).
No failure to exercise, nor any delay in exercising, on the part of Payhawk, any right or remedy under this Agreement, including failure to act in respect of the occurrence of any default, shall operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement. No election to affirm this Agreement on the part of Payhawk shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
In any litigation, arbitration or other legal or formal proceedings arising out of or in connection with the Agreement, the entries made in the accounts maintained by Payhawk and/or Distributor are prima facie evidence of the matters to which they relate.
Any certification or determination by Payhawk or Distributor of a rate or amount under or in connection with this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
If the Business disputes a certification or determination by Payhawk or Distributor of a rate or amount under or in connection with this Agreement, the Business can at the Business's expense require that such rate or amount is assessed by a Qualified Independent Third Party. Should the assessment identify an error, the relevant party shall make the relevant correcting payments or refunds.
Any interest or fee accruing under or in connection with this Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days.
Payhawk may assign and/or transfer any of its rights and/or obligations (by way of novation or otherwise) to any other person. The consent of the Business is not required for any such assignment or transfer including as contemplated by this paragraph 11.
The Business shall not assign or transfer any of its rights and/or obligations (by way of novation or otherwise) to any other person.
Payhawk may set off any matured obligation due from the Business under or in connection with this Agreement (e.g. a monthly statement) against any matured obligation owed by Payhawk to the Business, regardless of the place of payment or currency of either obligation. If the obligations are in different currencies, Payhawk may convert either obligation using the market rate of exchange Payhawk uses in its usual course of business for the purpose of the set-off.
All payments made by the Business under this Agreement shall be calculated and be made without (and be free and clear of any deduction for) set-off or counterclaim.
Without prejudice to any other provision of this Agreement, any communication, document or notice to be made under or delivered in connection with this Agreement may be made by email or other electronic means (including by way of posting to the Business's account on the Payhawk Platform).
Any such communication, document or notice delivered via the Payhawk Platform will be effective and deemed delivered to the Business at such time as the communication, document or notice is uploaded to the Payhawk Platform.
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed in accordance with the laws of England and Wales.
The Business irrevocably agrees for the exclusive benefit of Payhawk that the English courts shall have exclusive jurisdiction over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability or any non-contractual obligation arising out of or in connection with this Agreement and that accordingly any proceedings in respect of any such claim, dispute or matter may be brought in such courts. Nothing in this paragraph 15 shall limit the right of Payhawk to take proceedings against the Business in any other court of competent jurisdiction if necessary, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction or jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction or jurisdictions.