CASHBACS

I N T E R N A T I O N A L   L T D

 

Terms and Conditions

DebBacsFM

1 DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following words and phrases shall have the following meanings

“BACS” Bankers Automated Clearing Services
“Calculated Sum” The sum lawfully due to the Client from Cashbacs calculated according to the Formula from information provided by BACS
“Clearing Date” The date funds transferred via BACS are available for drawing by Cashbacs
“the Client” The organisation registered with Cashbacs for the DebBacsFM Service
“Collection Account” The Account to which Direct Debits from the Customer are collected in to.
“Customer” A subscriber to the Service who has agreed with the Client to pay them by Direct Debit to the Collection Account
“DebBacsFM Service” Provision of computer software and Cashbacs OIN to enable the Client to collect funds via Direct Debit
“Direct Debit” A request for payment issued by the Client to a Customer’s bank to debit the agreed sum from the Customer’s account and transfer the sum to the Collections Account using the Software
“the Fees” Cashbacs charges to the Client for use of the DebBacsFM Service
“the Formula” The calculation set out in Clause 2.2
“the Service” The provision by Cashbacs of a computerised scheme allowing the Client to collect payments due from customers by Direct Debit

“the Settlement Date” the Tuesday following the week Direct Debit funds are cleared into the Collection Account
“the Software” The computer software developed by Cashbacs to enable the Client to issue instructions by computer to banks to make collections by BACS
“Software Licence” The agreement made between the Client and Cashbacs authorising the use by the Client of the Software detailed in the First Schedule and entered into simultaneously to this Agreement
“Working Day” Any day from Monday to Friday inclusive when clearing banks are open for business in the City of London

1.2 References to a clause are (unless the context otherwise requires) to a clause of this Agreement and references to a paragraph are (unless the context otherwise requires) to a paragraph of a Schedule to this Agreement

1.3 Words importing the singular meaning include the plural meaning and vice versa and words of the masculine gender include the feminine and neuter genders and words denoting natural persons include corporations and firms and all such words shall be construed interchangeably in that manner

1.4 The clause and paragraph headings in this Agreement and the Schedules hereto are for convenience only and do not affect its interpretation

1.5 If the Client shall be more than one person then all the obligations of the Client to Cashbacs hereunder shall be deemed to be joint and several

2 THE SERVICE

2.1 On the settlement date (the Tuesday of each week) Cashbacs shall calculate the sum due to the Client using the Formula.

2.2 The Formula for the Calculated Sum = Net Total – Retention where
a) Retention = 10% of the Net total retained to cover returned Direct Debits and indemnity claims by HSBC Bank plc against Cashbacs and
b) Net Total = Gross Credit – Gross Debit
c) Gross Credit = funds remaining in the Collection Account due to the Client plus Direct Debits received up to and on the Friday previous to the settlement date.
d) Gross Debits = late returned Direct Debits plus indemnity claims plus any expenses incurred dealing with indemnity claims.

2.3 Cashbacs reserves the right to change the percentage of the Retention retained in the Collections Account.

2.4 The Client will on being informed by Cashbacs that the Retention is insufficient to cover the late returned Direct Debits and indemnity claims immediately transfer telegraphically the sum required by Cashbacs into the Collections Account to make up the deficit advised.

2.5 On the settlement date, Cashbacs International Limited shall report to the Client the following:

2.5.1 Those Direct Debits that have been successfully cleared into Collection Account from the previous week

2.5.2 Those Direct Debits that have been returned unpaid from the previous week

2.5.3 Any indemnity claims made against the Client

2.5.4 The derivation of the settlement payment

Cashbacs will also deliver via BACS the settlement payment.

2.6 In the event that any of the Direct Debits are withdrawn in whole or part within two Working Days of the Clearing Date, Cashbacs shall cease to be under any obligation to collect in those Direct Debits concerned and shall immediately re-assign the Direct Debits to the Client.

2.7 On request by the Client Cashbacs shall execute such documentation as the Client requires to evidence the re-assignment of the Direct Debits to the Client.

2.8 It shall be the sole responsibility of the Client to collect such monies, which are re-assigned, to it by Cashbacs.

3. WARRANTIES

3.1 Cashbacs will guarantee all future Direct Debits owing to the Client arising during the lifetime of this Agreement other than those re-assigned to the Client under Clause 2.8.

3.2 Upon signing of this agreement, Cashbacs shall provide the Client with the Software upon the terms of the Software Licence and warrants to the Client that the Software is of satisfactory quality for the purpose for which it is licensed.

3.3 Cashbacs warrants and represents to the Client that as owner of all intellectual property in the Software it is entitled to grant the Software Licence to the Client without consent of any third party and in the event that the right of the Client to use the Software is challenged by any third party Cashbacs shall indemnify the Client against all claims costs and demands so occasioned

4. CASHBACS FEES

4.1 The fees payable by the Client for the Service shall be in accordance with Cashbacs standard scale of charges and standard credit terms attached as The First Schedule.

4.2 The Client shall pay the fees to Cashbacs by monthly Direct Debit and Cashbacs shall promptly issue the appropriate VAT invoice in respect of each month’s fees.

5. REFUND OF BACS AMOUNT

5.1 In the event that Cashbacs is required by HSBC Bank plc to refund any sum paid into the Collections Account, Cashbacs shall thereupon become entitled to receive reimbursement of the equivalent amount from the Client and Cashbacs shall report such refund requirement to the Client, and the Client shall immediately on demand by Cashbacs reimburse Cashbacs for the refund claimed by HSBC Bank plc.

6 TERMINATION

6.1 This Agreement shall continue until terminated:

6.1.1 On the expiration of 3 month’s written notice served by either party on the other to that effect;

6.1.2 in the event that either party has a receiver or liquidator appointed to it or a petition is issued for its winding-up, which is not withdrawn prior to advertisement or enters into any arrangement with its creditors;

6.1.3 by the Client with immediate effect in the event that any payment due to it by Cashbacs is not received within 5 Working Days of the due date for payment;

6.1.4 by Cashbacs with immediate effect in the event that any payment due to it by the Client is not made within 5 Working Days of it becoming due and having been so demanded.

6.2 Notice shall be served by either party by first class post at the Addresses given in this Agreement or at such address subsequently notified to either party.

6.3 Upon the termination of the Agreement, the following shall apply: -

6.3.1 Cashbacs shall transmit a final payment of the Calculated Sum due to the Client in accordance with clause 2.2.

6.3.2 Cashbacs shall retain the Retention for a period of 12 months from the date of payment under clause 6.3.1

6.3.3 The Client shall pay all sums due to Cashbacs in accordance with clauses 4 and 5

7. Under the terms of this Agreement Cashbacs excludes all liability for statements representations or warranties which may have been made during the course of negotiations unless they are either set out in this Agreement or Cashbacs has acknowledged in writing before this Agreement has been entered into that they have been made and can be relied upon.