In addition to other expressions that may be defined elsewhere in this Document, the following words and expressions shall have the meanings set forth below:
We, Us, Our or Two: TWO B2B LTD (a Company registered in England and Wales with company number 13078389 whose registered office is at 77 Cadogan Terrace, London, England, E9 5HP, trading as “Two”), TWO FINANCE LTD (a Company registered in England and Wales with company number 13622447 and a wholly owned subsidiary of TWO B2B LTD) (“Us” “We“, “Our” or “Two”))
“Business Day” means any day other than a Saturday, Sunday or a Bank or public holiday in England and Wales;
“Confidential Information” means all non-public information, whether oral or written, relating to one party’s business, affairs, products and services that has or could have commercial value to the party disclosing such information (the “Disclosing Party”), whether or not identified by the Disclosing Party at the time of disclosure as being confidential to the Disclosing Party;
“Default Event” means:
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
- the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership);
- (v)an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
- (vi)the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
- (vii)a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
- (viii)a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
- (ix)any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (i) to (viii) (inclusive) above;
- (x)the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
- (xi) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
“Group” in relation to a party means any entity which controls, is controlled by, or is under common control with that party (where, for these purposes “control” shall mean the ability of one entity to direct the business or affairs of another, whether by contract or the holding of shares or voting rights or otherwise).
“Portal” means a web-based portal through which information is made available to the Buyer regarding its use of the Solution.
“Solution Data” means all data that is provided to the Solution by the prospective Buyer.
Claims: any claim for Losses or proceeding of any nature (whether in contract, tort, breach of statutory duty or otherwise and including, but not limited to, a claim for negligence).
Losses: any harm, (financial) loss, (material) damage, costs or expenses suffered by you, as well as all Claims and liabilities in any way relating to or arising out of the Services.
Services: all services provided by Us as per our payment solution.
Store: the (online or offline) store of the B2B-retailer/seller in which you have made your purchase.
Gross Amount: the amount of your payment obligation resulting from your purchase in the Store.
Terms and Conditions: this document pertaining the End Customer’s Terms and Conditions
You: the company that has made a purchase in the Store and has chosen to pay by means of Our payment Services.
These Terms and Conditions apply to You and your use of the Two online payment method.
3. ASSESSMENT OF APPLICATION AND PROCEDURE
3.1 By choosing Our Payment Method , you give Us permission to perform a fraud and a credit assessment. Providing your information is required for Us to run our underwriting processes and come to a decision on whether We are willing to purchase the receivable that will arise from your purchase.
3.2 We will decide in Our absolute discretion whether a receivable will be purchased or not. We make no warranties or representations that a receivable will be purchased.
3.3 Prior to Us purchasing a Receivable, We may contact You to confirm the amount of that Receivable and/or any other details of the relevant transaction. We may also carry out further verification checks where We deem it appropriate. We will not decide to purchase a Receivable if Our verification processes are not completed satisfactorily. We aim to complete such processes and notify You of the outcome within one (1) Business Day of the date of the relevant customer’s order on the Marketplace’s application.
4. REQUIREMENTS AND WARRANTIES
4.1 In order to use our Solution, you represent and warrant the following:
a) you will fulfill your payment obligations arising from your purchase via our Solution in accordance with the Due Date as stated on each Invoice
b) upon Our request, you will immediately provide all information required for Us to provide the Services and to collect payment from you
c) you are not insolvent and have not ceased to pay your debts in a timely manner
d) you are authorized to submit a purchase intent on behalf of the company you are claiming you are representing
e) you have provided accurate information in regards to your identity, your delivery details and your relationship to the company on whose behalf you are making a purchase
5.1 By choosing to pay via Our payment method, you acknowledge that your payment obligations arising from your purchase have been assigned and transferred to Us. Therefore, you will only be discharged from your payment obligations for your purchase by paying outstanding obligations directly to Us.
5.2 We have the right to assign, transfer and/or sell the debt arising from your purchase in the Store to a third party at all times.
5.3 Your payment must be received by Us by the due date on the Invoice distributed to you. If you fail to pay within the stated deadline, the amount owed is immediately claimable and you will be in default by operation of law (without any further notice required).
5.4 In case of default, We reserve the right to inform Our End Customers (i.e. Buyers) that a late fee (20 GBP) may be applied in case an invoices is more than 14 days past due
5.5 In case of default, We are entitled, at our own discretion, to transfer your debt to an external debt collection agency.
5.6 In case of a payment without a valid payment reference We will use the amount paid to cover any outstanding receivable, starting with the receivable with the earliest creation date
5.7 In case of a payment with payment reference and a payment amount larger than the corresponding receivable. We will use the exceeding amount to cover other outstanding receivables, starting with the receivable with the earliest creation date
6. LIMITATION OF ACTION AND LIABILITY
6.1 We are involved in the payment processing activity, but not with your purchase. Therefore, We shall never be liable for any Losses, whether in contract or tort (including negligence) for breach of statutory duty, or otherwise arising under or in connection with your purchase.
6.2 We can only be liable for Losses that are attributed to gross negligence, or have arisen as a result of circumstances that are at the risk of Us according to mandatory law.
7. GENERAL PROVISIONS
7.1 We are entitled to amend these Terms & Conditions unilaterally from time to time.
7.2 We retain the right to from time to time change these Terms & Conditions. In such an event we shall inform you within 90 business days upon the occurrence of such an event.