1.1 These Terms set out the terms and conditions on which we The City Broker Limited provide our credit broking services and references to We, Us or Our and to You or Your shall be construed on the basis of the definitions below. These Terms together with the Confirmation Letter (this Agreement) together constitute the terms of your agreement with us.
1.2 We are authorised and regulated by the Financial Conduct Authority (the FCA) under the Financial Services and Markets Act 2000 (the Act) to provide credit broking services.
1.3 This Agreement will take effect when we first provide you with Services.
2 Description of Services
2.1 We will provide credit broking services to You as described in the Confirmation Letter. The details of the credit You require shall be as You confirm to Us.
2.2 The Services will be subject to any limits or restrictions which We may agree with You, and any statutory, regulatory, legal or market requirements.
2.3 The Services will include any meetings, preparatory works, negotiations or other works required to deliver the Services.
2.4 We will assist You in making an application for a Facility. We do not provide any advice in relation to a Facility and You shall select any Facility You decide to progress.
2.5 We are authorised by You to do anything which We consider necessary or appropriate either to provide the Services or to comply with any applicable laws or regulations as may reasonably be appropriate. You agree to ratify and confirm everything lawfully done in the exercise of such discretion.
2.6 Except where expressly agreed in writing We will not be responsible for the provision of any financial, tax or legal advice in relation to the Services.
2.7 We will treat You as Our client and We have no obligation and accept no liability to any other person for whom You may be acting as an agent, intermediary or fiduciary (whether or not the existence or identity of such person has been disclosed to Us) and Your obligations to Us shall not be diminished in any way by reason of Your so acting.
2.8 Where the Services to be provided to You involve the provision of information We will use reasonable endeavours to ensure that such information is accurate, but You acknowledge that information provided by Us may be based upon information obtained from third parties and/or which is incomplete and unverified. We shall not be liable for any costs, claims, liabilities, expenses or losses which You may suffer as a result of relying on any such advice or information unless We have been negligent or acted in bad faith.
2.9 We will not be obliged to affect any transaction nor do anything else which We believe would breach any law or regulation. We are entitled to take such action as We may consider necessary to comply with FCA Rules or any other applicable laws or regulations and shall not be obliged to take any action which would breach such Rules, laws or regulations.
2.10 We are authorised and regulated by the FCA and shall comply with the FCA Rules.
3 Conflicts of interest and disclosures
3.1 In accordance with FCA Rules, we have in place arrangements to manage conflicts of interest between You and Us. If We do not consider that the arrangements under Our conflicts of interest policy are sufficient to manage a particular conflict, We will inform You of the nature of the conflict so that You can decide how to proceed.
3.2 We may receive commissions from Lenders and/or receive remuneration from third parties which We shall be entitled to retain.
3.3 We shall not be deemed to be in conflict solely by reason of:
3.3.1 our receipt of commissions;
3.3.2 receiving payments or other benefits for giving business to a firm with or through which your Facility is provided.
3.4 We shall be entitled to include in a Lending Proposal and assist You in entering into a transaction for or with You or provide any other service notwithstanding any material interest and shall not be under a duty to disclose to you any profit arising therefrom without further reference to You.
3.5 Neither We nor any associate shall be liable to account to You for or (save in respect of fees or commissions charged to You) to disclose to You any profit, commission or remuneration made or received (whether from any client or by reason of any material interest or otherwise) by us by reason of any Services provided or transaction executed with or for You.
4 Fees and charges
4.1 Our charges and fees including the basis of their calculation and how frequently they are to be paid and collected are as specified in these Terms and/or the Confirmation Letter. We may amend the provisions of the Confirmation Letter or these Terms by providing you with 30 days notice.
4.2 We will invoice You for any Fees due from You, which will be payable within 14 days of that invoice unless otherwise agreed.
4.3 All amounts payable by under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Agreement You shall pay such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services of.
4.4 Without limiting any other right or remedy of Ours, if you fail to make any payment due to us under the Contract by the due date for payment, we shall have the right to charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.5 You shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part.
4.6 The Lending Proposal Fee shall be due on the commencement of this Agreement and We will not provide any Services until this is paid.
4.7 If a Facility proposed in a Lending Proposal or otherwise supported by Us becomes Credit Approved You will pay the Fixed Facility Arrangement Fee specified in the Confirmation Letter. The Fixed Facility Arrangement Fee will be payable whether the Facility completes or not.
4.8 We may, in Our absolute discretion, choose to refund a Lending Proposal Fee after a Facility has completed. Please note this fee represents the initial work We carry out and We are not obliged to refund it.
4.9 The Fixed Facility Arrangement Fee shall be due 14 days after a Facility becomes Credit Approved.
4.10 Where You have not paid any fee prior to the draw down of any loan or other funding You authorise Us to instruct Your solicitor or lender to provide payment to Us from the funds before any other payments are made.
4.11 You will be responsible for the payment of any commissions, transfer fees, registration fees, taxes, duties and other fiscal liabilities and all other liabilities and costs properly payable or incurred by Us on Your behalf under this Agreement.
4.12 We provide Our Services on the basis You work in good faith with Us to complete any proposal which We arrange to meet Your needs. In the event that You engage Us without the intention to complete a proposal, to obtain details of lenders who You may approach directly or complete a proposal with a lender We have proposed within six months of Our providing Services to You, You will pay Us the fees and/or commission We would otherwise have been paid for Our Services.
4.13 Where You require Us to assist with a proposal after We have provided the Lending Proposal and terminate the Agreement before the completion of the Facility (subject to any other payment which may become due) You will pay the Abort Administration Fee.
5 Liability and indemnity
5.1 We shall not be liable for any failure or breach of any Lender or other third party.
5.2 We will not be liable for loss suffered by You in connection with the Services unless such loss directly arises from Our negligence, wilful default or fraud.
5.3 You undertake to keep Us and Our agents and employees fully and effectively indemnified against all costs, charges, liabilities and expenses whatsoever incurred by Us and them pursuant to or in connection with the Services unless due to our or their negligence, wilful default or fraud.
6 Assignment and third party rights
6.1 This Agreement is personal to you and shall not be capable of assignment by you or of being transferred by you.
6.2 A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available other than under such Act.
7 Complaints and compensation
7.1 We have a complaints policy in place and any complaints may be made in accordance with it. A copy of the complaints process is available on request.
8 Notices, instructions and other communications
8.1 Any notification given to Us under this Agreement shall be in writing and sent to the address stated above or such other address as may be notified by Us to You and such notice to Us shall take effect upon its actual receipt by Us.
8.2 All written communications by Us to You under this Agreement may be sent to the last postal address notified to Us by You.
8.3 We may record telephone conversations with You, and may use the recordings as evidence in the event of a dispute.
Any amendments proposed by a party to be made to this Agreement shall be notified in writing to the other party. Any amendment proposed by a party shall take effect when accepted in writing by the other party.
10.1 Either party may terminate this Agreement at any time by written notice to the other to take effect immediately or on such date as may be specified in such notice.
10.2 Termination of this Agreement pursuant to clause 9.1 shall be:
10.2.1 without prejudice to the payment of any Fees;
10.2.2 without prejudice to the completion of any transaction or transactions already initiated and any transaction or all transactions outstanding at the time of termination will be settled and delivery made;
10.2.3 without prejudice to and shall not affect any accrued rights, existing commitments or any contractual provision intended to survive termination; and
10.2.4 without penalty or other additional payment save that You will pay:
- Our outstanding (or any future) fees and charges;
- any expenses incurred by us in the provision of the Services or under this Agreement payable by You;
- any additional expenses incurred by Us in terminating this Agreement; and
- any losses necessarily realised in settling or concluding outstanding obligations.
11.1 We shall be under no duty to disclose to You or in making any decision or taking any action in connection with the provision of the Services to take into account any information or other matters which come to Our notice or the notice of any of our employees, directors, agents or Associates:
11.1.1 where this would, or We reasonably believe that it would, be a breach of any duty of fidelity or confidence to any other person; or
1.1.2 where the information or other matters do not come to the actual notice of the account executive or other individual providing You with the Service in question.
11.2 The parties to this Agreement will at all times keep confidential any information of a confidential nature acquired in connection with this Agreement or the Services, except for information which they are bound to disclose under compulsion of law or by request of regulatory agencies or to their professional advisers or in our case the proper the performance of the Services.
11.3 We will act as data controller (and in certain circumstances, data processor) within the meaning of the Data Protection Act 2018 (the Data Protection Act). We will comply with the Data Protection Act at all times.
12.1 This Agreement supersedes any previous agreement between the parties relating to the subject matter of this Agreement.
12.2 Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.
12.3 Nothing in this Agreement (or any of the arrangements contemplated by it) shall be deemed to create a partnership between the parties.
12.4 Each of the parties shall pay the costs and expenses incurred by it in connection with negotiating and entering into this Agreement.
12.5 No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy and no single or partial exercise of any right or remedy under this Agreement shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
12.6 If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.
12.7 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
13 Definitions and construction
13.1 Save where provided in clause 13.2 or where the context otherwise requires, words and phrases defined in the FCA Rules shall have the same meanings when used in this Agreement.
13.2 The following words and phrases shall have the following meanings:
- Abort Administration Fee means the Abort Administration Fee specified in the Confirmation Letter;
- Business Day means any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in any part of the United Kingdom;
- Confirmation Letter means the confirmation letter We provide setting out the details of our Services and Fees;
- Credit Approved means the approval by a Lender of a Lending Proposal;
- FCA means the Financial Conduct Authority;
- FCA Rules means the rules of the FCA;
- Facility means the credit facilities we arrange with a Lender for You;
- Fees means the fees set out in the Confirmation Letter;
- Fixed Facility Arrangement Fee means the Fixed Facility Arrangement Fee specified in the Confirmation Letter;
- Lender means a party providing finance to clients for use on their business either by way of a loan, asset finance, hire purchase or however;
- Lending Proposal means a bespoke funding request provided to a Lender/Lenders on Your behalf;
- Lending Proposal Fee means the Lending Proposal Fee specified in the Confirmation Letter;
- You, Your means the customer named on the Customer Information Form;
- We, Us, Our means us The City Broker Limited, Registered Office 53 King Street, Manchester, M2 4LQ; Company Number 09872235.