Terms & Conditions

Online Platform: the Company’s Online Platform on which all information provided by the Client on the Form, accessed and completed on the Company’s website (https://pay2day.co.uk), is held.

Services: the services (or any part of them) described in clause 2.4.1 and 2.4.2.

1.2 Interpretation

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Form or application for Services constitutes an offer by the Client to purchase the Services (Order) in accordance with these Conditions. The Client is responsible for ensuring that the Form or application for Services submitted by it are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence and shall continue, unless terminated earlier in accordance with its terms, until the Services are completed or either party gives to the other 2 weeks’ written notice to terminate.

2.4 Upon acceptance of the Order, the Client appoints the Company on the terms set out in these Conditions:

2.4.1 to liaise with Funders who may be able to provide a finance facility for the Client’s business; and

2.4.2 to facilitate the transfer of information between the Client and such Funders.

2.5 The Client waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Client that is inconsistent with these Conditions.

3. Appointment and Authorisation

3.1 The Company is a broker and not a lender and offers credit facilities and the purchase of future receivables from a range of Funders.

3.2 Where the Client instructs the Company to provide Services prior to completing the Form, these shall be provided on the basis of the details set out in the Form and herein, without limitation of the right of the Company to require the Client to provide a signed and dated copy of the Form. For the avoidance of doubt, the date on which we commence providing Services shall be the date of acceptance of the Client’s Order, notwithstanding the date on the Form.

4. The Company’s Obligations

4.1 The Company warrants that it shall use all reasonable care and skill in providing the Services, subject to the provisions of these Conditions.

4.2 Time shall not be of the essence for performance of the Services.

4.3 Neither party shall have authority to act as agent for, to bind, the other party in any way. In its dealings with prospective Funders in the course of the Services, including where it passes information on to those prospective Funders, the Company shall act as an independent contractor pursuant to the contract for services embodied in the Form and these Conditions and shall have no authority to contract or negotiate with any Funder on the Client’s behalf or to advise the Client on funding matters. The Client acknowledges that the Company shall have no duty to the Client as an agent or fiduciary in any capacity.

4.4 The Company will use all reasonable endeavours to introduce the Client to prospective Funders who, in the Company’s reasonable opinion, may be able to offer the financing sought by the Client. The Company does not guarantee or warrant to the Client that any introduction will be successful or that any Funder introduced to the Client will provide the Client with an offer of funding. Any Funder selected by the Company will examine the Client’s ability to service the loan. This will include credit reference checks, approval of accounting and financial information and a valuation for bank purposes of any property offered as security, Approval of this information is at the sole discretion of the Funder.

4.5 The Company does not accept any liability for ensuring the suitability or otherwise of a prospective Funder’s offerings and the Client acknowledges it must undertake its own risk assessment and carry out any and all appropriate commercial, financial and legal due diligence as it deems appropriate.

4.6 The Client acknowledges that the Company does not provide the Services exclusively to the Client and that, subject always to its obligations under these Terms, the Company shall have no obligation to promote the interests of the Client above those of other clients.

5. Provision of Information to the Company

5.1 The Client acknowledges that the Company, in the course of providing its Services, may pass on information from the Client to any prospective Funder for the purposes of facilitating the relationship between the Client and the prospective Funder. The Client acknowledges that:

5.1.1 the Company shall not be responsible for confirming the accuracy or completeness of such information or for providing assurances in that respect to any prospective Funder;

5.1.2 notwithstanding the foregoing, the Company will assume (and is wholly reliant on the Client to ensure) that information provided to the Company by the Client (or any agent, employee or officer thereof) is accurate, complete and not misleading in any material respect; and

5.1.3 the Client shall have a duty of utmost good faith to the Company in relation to any information provided by it or on its behalf to the Company or any contractor or agent of the Company.

6. Charges

6.1 The Company does not usually directly charge the Client for helping to arrange a facility (although we may require a small service charge prior to processing an offer or following the loan or cash advance to you and, if so, we shall notify you thereof in advance) but is mainly remunerated by way of an introductory commission payment payable by the Funder. The nature of this commission payment will vary from Funder to Funder and is dependent upon a number of factors including (but not exclusive to) the Client’s business’s circumstances and credit status.

6.2 The Client is entitled, within [7/15/45 ] days of notification of an offer of funding, to request information regarding any commission payment which the Company may have received as a result of referring a Client to a Funder. and the Client can request it by contacting the Company in writing.

7. Confidentiality

7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.

7.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or otherwise for the purpose of carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 7 and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.

8. Data protection

8.1 The following definitions apply in this clause 8:

Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended] [and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

8.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

8.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and the Company is the Processor. The Company’s Privacy Policy available on the Company website (Privacy Policy) sets out the scope, nature and purpose of processing by the Company, the duration of the processing and the types of Personal Data and categories of Data Subject. Without prejudice to the generality of clause 8.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company and/or lawful collection of the Personal Data by the Company on behalf of the Client for the duration and purposes of this Contract.

8.4 The Client consents to, and shall procure all required consents, from its officers, shareholders, personnel, representatives and agents, and from anyone else whose personal data it provides to us for the purposes of the Services in respect of all actions taken by the Company in connection with the processing of Personal Data, provided these are for the Agreed Purposes and in compliance with the then-current version of the Privacy Policy. In the event of any inconsistency or conflict between the terms of the Privacy Policy and these Conditions, the Privacy Policy will take precedence.

8.5 The Client warrants that it (i) has a lawful basis for sharing the Personal Data with the Company; (ii) has provided the affected data subjects with the Company’s Privacy Policy; and (iii) holds all necessary or appropriate consents from data subjects whose Personal Data it is sharing for the Agreed Purpose.

8.6 Before or after the Client enters into any agreement with a Funder, to help make credit decisions, the funder will make a credit search with a credit reference agency. If you are a registered company, it will also make enquiries about the principal shareholders and director(s) or if a partnership, your partner(s) or if a sole trader, about the sole trader personally, and in any case, about any personal guarantors, with a credit reference agency or otherwise.

8.7 Each Funder we use has their own privacy policy that explains how your data will be processed and shared. Full details of the use and disclosure of your information by the Funder is contained within the terms and conditions of any agreement with such funder which you should read before signing.

8.8 Without prejudice to the generality of clause 8.1, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under this Contract:

8.8.1 process that Personal Data only as permitted herein or in accordance with the Privacy Policy, unless the Company is required by Domestic Law to otherwise process that Personal Data. Where the Company is relying on Domestic Law as the basis for processing Personal Data, the Company shall promptly notify the Client of this before performing the processing required by Domestic Law unless Domestic Law prohibits the Company from so notifying the Client;

8.8.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

8.8.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

8.8.4 not transfer any Personal Data outside of the UK save as stated in the Privacy Policy unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

8.8.4.1 the Client or the Company has provided appropriate safeguards in relation to the transfer;

8.8.4.2 the data subject has enforceable rights and effective legal remedies;

8.8.4.3 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

8.8.4.4 the Company complies with reasonable instructions notified to it in advance and in writing by the Client with respect to the processing of the Personal Data;

8.8.5 assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

8.8.6 notify the Client without undue delay on becoming aware of a Personal Data Breach;

8.8.7 at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Domestic Law to store the Personal Data; and

8.8.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 6 and allow for audits by the Client or the Client's designated auditor and immediately inform the Client if, in the opinion of the Company, an instruction infringes the Data Protection Legislation.

8.9 The Company confirms that it has entered or (as the case may be) will enter with any third-party processor it may use, into a written agreement incorporating terms which are substantially similar to those set out in this clause 6 and in either case which the Company confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 8.10.

8.10 Either party may, at any time on not less than 30 (thirty) days’ notice, revise this clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

8.11 The Client shall be responsible for ensuring that when it (whether through one of our independent contractors or otherwise) applies for our Services, the Form is only completed and submitted using the Online Platform via our website: pay2day.co.uk. To keep your information secure, the Client should not communicate with us or our contractors or agents otherwise than by email to pay2day.co.uk or by uploading the communication to our online platform using the link provided. We will provide copies of any communication when requested.

8.12 The Client shall be solely responsible for ensuring that all communications forwarded by the Company and all access details to our Online Platform are kept secure and confidential and not shared and that any personal data otherwise provided to the Company is provided in a secure manner directly to the Online Platform.

9. Limitation of liability: THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

9.2.1 death or personal injury caused by negligence;

9.2.2 fraud or fraudulent misrepresentation; and

9.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.3 Subject to clause 9.2 (Liabilities which cannot legally be limited), this clause 9.3 sets out the types of loss that are wholly excluded:

9.3.1 loss of profits.

9.3.2 loss of sales or business.

9.3.3 loss of agreements or contracts.

9.3.4 loss of anticipated savings.

9.3.5 loss of use or corruption of software, data or information.

9.3.6 loss of or damage to goodwill; and

9.3.7 indirect or consequential loss.

9.4 This clause 9 shall survive termination of the Contract.

10. Survival

10.1 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect

10.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11. Assignment and other dealings

11.1 This Contract is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.

11.2 The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Contract provided that the Company gives prior written notice of such dealing to the Client.

12. Variation

12.1 No variation of this contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Every time you use our Services, you must agree to the terms and conditions in force at that time, so please be sure to read them carefully each time.

13. Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract is deleted under this clause 14, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15. Entire agreement

15.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

15.3.1 Nothing in this clause shall limit or exclude any liability for fraud.

16. No partnership or agency

16.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

16.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

17. Third party rights

This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

18. Notices

18.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified by the relevant party during the Order process for such purpose.

18.2 Any notice or communication shall be deemed to have been received:

• if delivered by hand, at the time the notice is left at the proper address;
• if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or
• if sent by email at the time of transmission, or, if this time falls outside normal business hours (9.00 am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business hours resume.

18.3 This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

19. Governing law

This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

20. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.