Buyer Finance Terms and Conditions

Buyer Finance Facility

Standard Terms and Conditions

I/we, the Borrower, request the Lender to advance funds (“the Loan”) from time to time in order to pay one or more supplier invoices, subject to the Funding Limit, on the terms and conditions as set out in this Agreement.

Operative Part

1 Definitions and Interpretation

1.1 Definitions

In this agreement the following expressions have the meanings assigned to them as follows

“Advance” means a loan by the Lender to the Borrower under this Agreement and “Advances” has a corresponding meaning;

“Agreement” means this agreement and any other agreement expressed to be supplemental to this agreement and all amendments to such document;

“Business Day” means a day on which the major trading banks are open for ordinary business in Sydney, New South Wales, excluding a Saturday, Sunday or public holiday;

“Borrower” means the borrower specified in Item 1 of the Loan Schedule;

“Buyer Finance Facility” means this Agreement, Loan Schedule, Payment Schedule and any other document supplied by the Lender;

“Client Portal” means the online client portal accessible via the Lender’s website at spenda.co and includes its subsites, related databases, and any supporting software operated by the Lender or its Partners including the funding platform, the Spenda platform at https://my.spenda.co/spendacashflow and associated data extractors and any other data extractors the Lender elects to employ from time to time but excluding equipment, software, and telecommunications configurations or links belonging to the Borrower or any third party.

“Commencement Date” means the date of the Initial Advance;

“Corporations Act” means the Corporations Act 2001 (CTH);

“Credit Reporting Agency” means any external organisation who collects and reports information on credit records of consumers and business entities;

“Debt Recovery Agency” means an external organisation who is appointed by the Lender to collect payment of the Loan and the Debt Recovery Fee;

“Debt Recovery Fee” means 10% of the Borrower’s overdue Loan balance at the applicable time as specified In the Borrower’s Payment Schedule;

“Digital Signature” means an electronic signature which is supported by a unique electronic identity through the use of public and private key cryptography;

“Direct Debit” means a direct withdrawal of funds from a Nominated Account as authorised by the Borrower under this Agreement to pay an amount due and payable to the Lender under this Agreement;

“Dishonour Fee” means a fee of $15 (or such other fee as may be notified by the Lender from time to time) relating to and payable by the Borrower for each dishonoured Direct Debit transaction;

“Electronic Signature” has the same definition as prescribed under section 9 of the Electronic Transactions (NSW) Act 2000 (NSW) and section 10 of the Electronic Transactions Act 1999 (CTH);

“Electronic Transactions Law” means the Electronic Transactions (NSW) Act 2000 (NSW) and the Electronic Transactions Act 1999 (CTH);

“Electronic Verification Policy” means the Lender’s policy for verification of identity (as may be amended from time to time) set out at https://spenda.co/electronic-verification-terms-and-conditions

“Event of Default” means an event described in clause 3 of this Agreement;

“Funding Fee” means the fee payable for 30 days of funding as specified in item 6 of the Loan Schedule, the My Spenda portal https://my.spenda.co/spendacashflow and/or in any alternative portal to which the Lender has granted the Borrower access for the purpose of accessing the Borrower’s Loan information;

“Funding Limit” means the maximum aggregate limit of funds, specified in item 4 of the Loan Schedule, advanced from time to time to the Borrower under this Agreement to pay Supplier invoices;

“Funding Term” means the duration of the Loan as specified in item 7 of the Loan Schedule;

“Guarantor” means the party specified in Item 2 of the Loan Schedule. Where more than one party is specified, those parties are jointly and severally liable as a Guarantor;

“Initial Advance” means the very first Advance made by the Lender to the Borrower under this Agreement;

“Insolvency Event” means the Borrower becoming an externally administered corporate body within the meaning of the Corporations Act, the Borrower proposing to enter into or entering into any form of arrangement (formal or informal) with its creditors or any of them, including a deed of company arrangement, or any other event which leads to the Borrower becoming unable to pay its debts as and when they fall due, subject to the Ipso Facto exceptions in the Corporations Act;

“Lender” means Spenda Finance Pty Ltd ABN 29 631 504 688 and shall include its heirs, executors, successors and assigns;

“Loan” means the aggregate of one or more Advances made by the Lender to the Borrower under this Agreement, including any monies paid to the Borrower, to a Supplier on behalf of the Borrower towards or in reduction of a Specified Invoice on behalf of the Borrower, and any monies owing and payable by the Borrower to the Lender under this Agreement (whether as notified to the Borrower in the Payment Schedule or not);

“Loan Schedule” means the schedule attached to this Agreement and executed by the Borrower;

“Nominated Account” means the account or credit card nominated by the Borrower in the Client Portal;

“Overdue Fee” means a fee equivalent to 1% of the overdue or outstanding amount of a Specified Invoice (or such other fee as may be notified by the Lender from time to time) which will accrue and compound on a weekly basis;

“Partner” means PARTNER NAME (and associated companies), Spenda Ltd (and associated companies), Appstablishment Software Group Pty Ltd (and associated companies), Spenda Business Services Pty Ltd (and associated companies)

“Payment Schedule” means the payment schedule issued to the Borrower by the Lender upon approving a Specified Invoice;

“Privacy Policy” means the Lender’s privacy policy (as may be amended or replaced from time to time) which is set out at https://spenda.co/spenda-cash-flow-privacy-policy

“Related Body Corporate” has the meaning given to it in the Corporations Act;

“Set up fee” means the once off account establishment fee specified in item 5 of the Loan Schedule;

“Specified Invoice” means a tax invoice from a Supplier to the Borrower and “Specified Invoices” has a corresponding meaning; and

“Supplier” means a supplier of goods and/or services to the Borrower and includes any business entity acting as an intermediary on behalf of the Supplier.

1.2 Construction

In this Agreement unless the context otherwise requires:

(a) Numbers. Words importing the singular including the plural and vice versa.

(b) Gender. Words importing any gender include the other gender and a reference to a person shall include any other legal entity of whatsoever kind and vice versa.

(c) Statutory amendments. A reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments and re-enactments .

(d) Joint Obligations. An obligation incurred in favour of two or more parties shall be enforceable by them jointly and severally.

(e) Parts of agreement. References to this Agreement include its recitals, clauses, schedules and annexures. The schedules and annexures are incorporated in and form part of this Agreement.

(f) Headings. Headings shall be ignored in construing this Agreement.

(g) Plurals. The singular shall include the plural and vice versa.

(h) Non-limiting words: The word “including” and similar expressions are not words of limitation.

(i) Currency: Reference to an amount of money is reference to the amount in the lawful currency of Australia unless stated otherwise.

(j) Parties: Any reference to a party to this Agreement includes its successors and permitted assigns.

(k) Writing: Reference to writing includes any means of electronic communication or reproduction of words.

(l) Business Day: Where a thing is to be done or money required to be paid under this Agreement on a day which is not a Business Day, the thing must be done and the money paid on the immediately preceding Business Day.

2 Fees and Repayments

2.1 Repayment of the Loan

(a) The proceeds of the Loan will be paid to one or more Suppliers, including the payment of any Specified Invoice/s, in accordance with the Borrower’s instructions which are given by selecting the ‘Pay By Instalment’, ‘Pay Later’ or other appropriately named function on the Supplier’s platform.

(b) The Lender will provide the Borrower with a Payment Schedule each time the Borrower elects to have the proceeds of the Loan applicated to pay a Specified Invoice.

(c) The Borrower must repay the Loan and any amounts associated with the Loan (and to which the Borrower is liable for under this Agreement) in accordance with the Payment Schedule.

(d) The Borrower must ensure that it has sufficient cleared funds available in its Nominated Account for Direct Debit for payment of the Loan in accordance with the Payment Schedule.

(e) The Borrower must, if required by the Lender, provide and set up an alternative payment method via the Client Portal. The Borrower irrevocably consents and authorises the Lender to deduct funds from any such alternative payment methods nominated in the Client Portal for the purpose of making repayments in accordance with the Payment Schedule.

(f) The Borrower consents and authorises the Lender to satisfy any monetary liability the Borrower owes to the Lender under this Agreement (including where the Borrower has failed to make any payment as and when required under this Agreement) by continuing to Direct Debit the Nominated Account or alternative payment methods until any such monetary liability is satisfied by the Borrower.

2.2 Precondition to Payment

(a) By requesting the Lender make the Initial Advance, the Borrower unequivocally represents and warrants to the Lender that they have accepted the:

(i) Specified Invoice;

(ii) the Specified Invoice represents goods or services that have been ordered or received by or on behalf of the Borrower;

(iii) the Specified Invoice has been approved for payment by the Borrower;

(iv) the Specified Invoice has not already been paid in part or in full;

(v) goods (if provided) are not provided on a sale or return basis; and

(vi) the Borrower has not, and will not assert any, right of set off, deduction, defence or counterclaim in respect of the Specified Invoice against any Advance made by the Lender.

(b) Any subsequent claim against the Specified Invoice will not impact the liability of the Borrower in respect of the Loan.

2.3 Additional Fees and Charges

(a) The Borrower must pay the following fees:

(i) a Set Up Fee, upon execution of this Agreement; and

(ii) the Funding Fee for each Specified Invoice (payable in accordance with the Payment Schedule).

In addition, the Borrower will be required to pay the following fees (in each case to the extent applicable under this Agreement):

(iii) an Overdue Fee for each Specified Invoice;

(iv) a Dishonour Fee for each Specified Invoice;

(v) a Debt Recovery Fee where the Lender engages a Debt Recovery Agency to recover any overdue amounts; and

(vi) any other fees and charges which the Lender is entitled to charge from time to time under this Agreement,

(b) For the fees described in clause 2.3(a) above, the Borrower:

(i) agrees such fees will be aggregated with the applicable Specified Invoices and payable by the Borrower in accordance with the relevant Payment Schedule (unless expressly stated otherwise) or in the manner as directed by the Lender from time to time; and

(ii) irrevocably consents and authorises the Lender to deduct such fees from the Borrower’s Nominated Account and/or alternatively payment methods provided by the Borrower via the Client Portal.

2.4 No Set-Off

The Borrower agrees that any amount due and payable to the Lender under this Agreement must be paid to the Lender in full without any set off or deduction irrespective of any amendments subsequently made to any Supplier Invoice(s).

2.5 Costs of recovery

The Borrower must pay to the Lender all costs and expenses (on a full indemnity basis) incurred by the Lender (including costs for which the Lender may be contingently liable) in connection with any attempt by the Borrower to recover any monies owed by the Borrower to the Lender under this Agreement.

3 Events of Default and Consequences

3.1 Event of Default

An Event of Default occurs if:

(a) the Borrower fails to pay an amount to the Lender when due under this Agreement and that amount remains unpaid after a further 5 Business Days, whether or not a demand has been made by the Lender;

(b) the Borrower defaults on any of its other obligations under this Agreement and such default is incapable of remedy or otherwise continues for 10 Business Days after a demand has been made by the Lender to the Borrower to rectify such default;

(c) any representation, warranty or statement (whether actual or deemed) made by the Borrower under or in connection with this Agreement is proved to be untrue in any material respect;

(d) the Lender ceases having a commercial relationship with a relevant Partner or Supplier without the prior written consent of the Borrower; or

(e) an Insolvency Event occurs.

3.2 Consequence of Default

(a) The Loan becomes immediately due and payable upon the occurrence of an Event of Default.

(b) The Borrower acknowledges that it may be refused any future purchases of goods or services from a Supplier or Partner as a consequence of the Lender notifying any such Supplier or Partner about the occurrence of the Event of Default.

3.3 The Lender’s rights and obligations in the Event of Default:

Upon occurrence of an Event of Default, the Lender may in its absolute discretion do one or more of the following (without prejudice to any other rights and remedies of the Lender under this Agreement or law):

(a) terminate this Agreement with immediate effect upon written notice to the Borrower;

(b) report the default to any credit agency;

(d) demand the Borrower and/or Guarantor immediately repay the outstanding Loan; or

(e) commence actions and proceedings against the Borrower and/or Guarantor without further notice.

4 Security interest

4.1 Definitions

In this clause 4:

“Grantor” means each of the Borrower and the Guarantor (and, where there is more than one Guarantor, each Guarantor);

“PPS Loan” means the Loan;

“PPSA” means the Personal Property Securities Act 2009 (CTH);

“PPSR” means the Personal Property Securities Register established under the PPSA.

4.2 Application of PPSA Definitions

In this clause 4, the following words have the respective meanings given to them in the PPSA: accession, commingled, financing statement, financing change statement, perfected, proceeds, purchase money security interest, register, registration, security interest and verification statement.

4.3 Security Interest

The Grantor jointly and severally grants to the Lender a purchase money security interest over the PPS Loan.

4.4 Consent to Registration on the PPSR

The Grantor consents to the Lender effecting a registration on the PPSR (in any manner the Lender deems appropriate) in relation to any security interest in the PPS Loan.

4.5 Notification Waiver

The Grantor waives all rights to receive notice of a verification statement in relation to any registration of a security interest on the PPSR and any other notice required under the PPSA.

4.6 Cooperate with Lender

The Grantor agrees to promptly execute any documents, provide all relevant information, fully cooperate with the Lender and do any other act or thing that the Lender requires to ensure any interest in the PPS Loan is perfected and remains continuously perfected, has priority over any other security interests of the Grantor or otherwise and any defect in the security interest, including its registration, is overcome.

4.7 Notification of Changes to Lender

The Grantor must not, without providing prior written notice to the Lender, change its name, address, contact details or any other details that would cause any details in a financing statement to be different if the security interest was re-registered.

4.8 Notification Waiver

The Grantor agrees the Lender may, at its absolute discretion, apply any amounts received from the Grantor toward amounts owing by the Borrower to the Lender in such order as the Lender determines.

4.9 Chapter 4 Exclusions

If chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest arising in connection with these terms, the Grantor agrees the following provisions of the PPSA will not apply to the enforcement of these terms:

(a) Section 95 (to the extent it requires the Lender to give notice to the Grantor); and

(b) Sections 96, 117, 118, 120, 121(4), 123, 126, 127, 128, 129, 130 (to the extent it requires the Lender to give notice to the Grantor), 132(3(d)), 132(4), 134, 135, 136(3-5 inclusive), 142 and 143.

4.10 Notices to the Lender

Notices or documents required or permitted to be given to the Lender for the purposes of the PPSA must be given in accordance with the PPSA.

4.11 Confidentiality

The Lender agrees with the Grantor not to disclose information of the kind mentioned in subsection 275(1) of the PPSA except in circumstances required by paragraphs 275(7)(b)-(e) of the PPSA.

5 Demands and notices:

(a) Any demand by the Lender may be signed by an officer or employee of the Lender or a Related Body Corporate.

(b) The Lender may serve notice upon the Borrower by delivery or post to the last known address of the Borrower or by email to the Borrower’s nominated contact. Any notice delivered to the Borrower will be received when it is delivered. A notice sent by post will be deemed as received on the 4th Business Day after the posting.

6 Borrower Obligations and Waiver:

Time is of the essence in the performance of the Borrower’s obligations under this Agreement. No waiver or period of grace will apply unless given in writing by the Lender.

7 No Obligation to Advance

The Lender is under no obligation after the conclusion of the Funding Term, to make any further advances of funds to the Borrower (under this Agreement or otherwise).

8 Commissions:

The Lender may pay a commission in connection with this Agreement.

9 Stamp duty:

The Borrower must pay all stamp duty, taxes, fees payable in connection with this agreement (whether or not disclosed in this Agreement) and all costs, fees and interest incurred by the Lender following an Event of Default.

10 Assignment:

The Lender may at any time assign its interest in this Agreement and/or Buyer Finance Facility. The Borrower must not transfer or assign its interest under this Agreement without prior written consent from the Lender which may be withheld at the Lender’s absolute discretion.

11 Governing Law:

The law of New South Wales governs this agreement. The parties irrevocably and unconditionally submit to the jurisdiction of the courts of New South Wales.

12 Disputes:

The Borrower must promptly notify the Lender if it believes that an error or unauthorised transaction has occurred under or in connection with this Agreement. The Borrower will further notify of any other matters which may constitute a dispute or complaint under or in connection with this Agreement or the Payment Extension Facility. The Lender undertakes to investigate and attempt to rectify or resolve all such matters within 5 business days of notification by the Borrower.

13 AML/CTF Compliance:

The Borrower and the Guarantor each undertakes not to knowingly do anything to put the Lender in breach of the Anti-Money Laundering and Counter terrorism Financing Act 2006 (CTH) (“AML Act”) and, if requested, to provide the Lender with additional information and assistance and comply with all reasonable requests to facilitate the Lender’s compliance with the AML Act or any associated rules and regulations. In accordance with the Lender’s Electronic Verification Policy, the Lender will verify the Borrower or Guarantor’s identity electronically via external organisations who will match the Borrower or Guarantor’s details against their databases.

14 Power of Attorney

(a) All acts and things which are required expressly or implied to be done under the provisions of this Agreement or the Payment Extension Facility implied by the Borrower or which the Lender is empowered to do may be done by an attorney of the Borrower appointed under this Agreement either in the name of the Borrower or the attorney.

(b) The Borrower irrevocably appoints:

(i) the Lender; and

(ii) each authorised representative of the Lender,

and their substitute, jointly and severally, to the attorney of the Borrower for the use and benefit of the Lender to do and suffer all such acts and things and sign and execute all such documents and instruments under any statute or otherwise as the attorney thinks necessary or advisable for the purpose of exercising the rights granted to the Lender by this Agreement or for any other purpose.

(i) given for valuable consideration;

(ii) given by way or security; and

(iii) irrevocable.

15 Electronic Signatures

Electronic Signatures shall be deemed to be acceptable by either party providing the parties have complied with section 10 of the Electronic Transactions Act 1999 (CTH) and/or section 9 of the Electronic Transactions Act of 2000 (NSW), or any other applicable provisions of Electronic Transactions Law.

16 Execution By Way Of Digital Signature

(a) Where the Borrower and/or the Guarantor executes this Agreement using an Electronic Signature:

(i) this Agreement will have been duly executed by the Borrower and/or the Guarantor (as applicable) if this Agreement bears a Digital Signature of the Borrower and/or the Guarantor (as applicable);

(ii) at the time of insertion/application of a Digital Signature to any or all of this Agreement the Borrower and/or the Guarantor (as applicable) will immediately be bound by this Agreement and all associated terms and conditions.

(b) With respect to any documents executed under section 127 of the Corporations Act, upon the insertion/application of the Digital Signature of an authorised person to any or all of this Agreement, the Borrower and/or Guarantor is explicitly taken to have:

(i) intended to be bound by this Agreement and all associated terms and conditions; and

(ii) been duly authorised to execute this Agreement.

(c) Where this Agreement is executed under a Power of Attorney, a certified copy of the duly executed Power of Attorney and/or any other relevant documentation which evidences the vesting of authority in the Borrower and/or the Guarantor shall be provided to the Lender at the Lender’s request.

(d) The Borrower, the Guarantor and the Lender expressly agree that there is no requirement for a Digital Signature to be witnessed at the time of execution of this Agreement.

17 Warranties and Undertakings

(a) Each of the Borrower and Guarantor (and, where there is more than one Guarantor, each Guarantor) represent and warrant to the Lender that:

(i) they have told the Lender about every material fact which they know, or ought to know, that might influence the Lender in deciding whether to offer to the Borrower the Loan, to enter into the Buyer Finance Facility or in determining whether to apply any conditions to this Agreement;

(ii) all the particulars in the Buyer Finance Facility are correct and complete in all respects;

(iii) since such particulars were last provided to the Lender, no Insolvency Event has occurred;

(iv) all accounts and other information supplied by the Borrower and/or Guarantor are accurate and complete, and the Borrower and/or Guarantor (as applicable) have authority to provide this information; and

(v) they have taken, or have had the opportunity to have taken, independent legal advice in relation to their rights and obligations under this Agreement.

(b) The representations, warranties and undertakings contained in this clause will be deemed to have been repeated daily from the Commencement Date of the Buyer Finance Facility and on every day on which there is an amount owing to the Lender.

18 Consents and Declaration

(a) The Borrower and the Guarantor consents to the collection, use and disclosure of information about the Borrower and the Guarantor (of any kind and in any form) in the manner and for the purposes described in this document and acknowledge that your collection, use and disclosure is subject to the Privacy Act 1988 (the “Privacy Act”) and the Privacy Policy; the collection, use and disclosure may occur before, during or after the provision of a facility to the Borrower; or before, during or after the occurrence of a guarantee and indemnity given in connection with the Loan.

(b) The Borrower and any Guarantor acknowledge that the collection, use and disclosure of information about the Borrower and/or Guarantor is for the following purposes and may be from, by or to another person (including a company) located within or outside Australia:

(i) To assess the Lender’s application for commercial credit, or an application for commercial credit by the Lender of which the Guarantor is a director(s), secretary(s), shareholder(s) or partner(s) and to determine whether the Borrower will accept the Guarantor as a guarantor/guarantors for the facility provided or to be provided.

(ii) So that the Lender can provide or continue to provide a facility to the Borrower which will include managing accounts, locating assets, the subject of any security and maintaining the value of that security and assessing the obligations which the Borrower and/or Guarantor may undertake.

(iii) To allow a Credit Reporting Agency to create or maintain credit information about the Borrower and/or Guarantor, to meet legal and regulatory requirements and to allow a Debt Recovery Agency to collect payments that are overdue (provided however the Lender will not engage a Debt Recovery Agency unless the Borrower’s Payment Schedule reaches 30 days in arrears).

(iv) To offer to provide or provide other products and services to the Borrower and/or Guarantor although the Borrower and/or Guarantor may stop the Lender from sending the Borrower or Guarantor (as applicable) information about other products and services at any time by writing to the Lender at the Lender’s address, being Part G, Building B, The Garden Office Park, 355 Scarborough Beach Road, Osborne Park, WA, 6017 (as may be updated by the Lender from time to time)..

(c) The Borrower and any Guarantor consent to the Lender disclosing their personal information to the Lender related companies, business partners of the Lender and to other persons (if any) authorised by the Lender to operate the Buyer Finance Facility and any organisations through whom the Borrower and/or Guarantor chooses to make payments to the Lender, governmental and regulatory organisations, and any other entities to whom the Lender is required by law, or authorised by the Borrower and/or Guarantor , to disclose their personal information.

(d) To the extent that the Lender does so in a manner which complies with the Privacy Act, the Borrower and any Guarantor agree to the Lender obtaining information about their commercial activities and commercial credit worthiness from any Credit Agency or any other business which provides information about the commercial credit worthiness of persons, and to the Lender using that information, provided that the information is given or received to assess an application for credit made to the recipient credit provider or to assess the Borrower and/or Guarantor’s credit worthiness, and to obtaining a credit report containing personal information about the Borrower and/or Guarantor from a Credit Reporting Agency, to using that report or any information derived from the report in assessing this facility, and for any other purposes permitted under the Privacy Act.

(e) The Borrower and any Guarantor understand that the Borrower and the Guarantor have a right to access information the Lender has about them, but that the Lender may limit that access in certain circumstances. The Borrower and the Guarantor acknowledge that further information concerning the Lender’s policy regarding how the Lender deals with information about the Borrower and Guarantor is set out in the Lender’s privacy policy which is available at https://spenda.co/spenda-cash-flow-privacy-policy.

(f) In order to verify the identity of a Borrower and/or Guarantor electronically, the Lender may ask the Borrower and/or Guarantor for personal details (such as their name, address and date of birth), as well as details of their identification documents. This information will be passed on to external organisations in order to electronically match a person’s information with information on their databases. These organisations will assess and advise us whether all or some of the information provided by a Borrower and/or Guarantor matches their records.

(g) By executing this Agreement, the Borrower and any Guarantor each agree that:

(i) The information they are providing is their personal information and that they have authority to provide it to the Lender, and

(ii) the Lender may use and disclose their personal information for the purposes of electronic verification as described above.

19 Business Purpose Declaration:

The Borrower and the Guarantor declare that the credit to be provided to the Borrower by the Lender under this Buyer Finance Facility is wholly or substantially for business purposes. Important: The Borrower and/or Guarantor should not execute this Agreement unless the credit provided in connection with the Buyer Finance Facility is wholly or substantially for business purposes. By executing this Agreement and making the declaration under this clause, the Borrower and/or Guarantor may lose any protection available to them under the Consumer Credit Code.

20 Guarantee

Each Guarantor, jointly and severally, unconditionally and irrevocably:

(a) Guarantees the due and punctual payment to the Lender of the Instalment Payments as detailed in any of the Buyer Finance Facility Agreements on foot;

(b) Indemnifies the Lender, as a separate obligation for all losses, costs, charges, liabilities and expenses of any type which the Lender or any of its Related Bodies Corporate or Partners suffer or incur directly or indirectly in connection with a breach by the Lender or the Guarantor of any term of the Buyer Finance Facility. This indemnity includes a loss, cost, charge, liability or expense as a result of:

(i) any Specific Invoice being the subject of a claim, contra claim, discount, rebate or dispute;

(ii) as determined to our reasonable satisfaction, any Specified Invoice is invalid through fraudulent invoicing; or

(iii) the Lender or any of its Partners or Related Bodies Corporate acting in connection with the Buyer Finance Facility Agreement on instructions:

● from the Borrower; or

● purporting to originate from the Borrower’s offices; or

● purporting to be given by one of the Borrower’s officers or other authorised person on the Borrower’s behalf; and

either of the following being misleading or deceptive:

● information provided, prepared or approved by the Borrower or on the Borrower’s behalf; or

● the Borrower’s conduct or that of any of its officers, employees or representatives, which the Lender or any of its Partners or Related Bodies Corporate rely on in connection with the Buyer Finance Facility or the transactions contemplated by them.

20.2 Guarantor’s Obligations:

(a) The obligations of the Guarantor are principal obligations which continue until all liabilities have been satisfied. They continue despite the Buyer Finance Facility Agreement being varied, novated or coming to an end, any payment or discharge in whole or part of the amount owing, the Borrower having no obligations to the Lender or the Borrower’s obligations being unenforceable (in whole or in part).

(b) The Guarantor agrees to pay any money to which the Lender is entitled under the Buyer Finance Facility Agreement immediately on demand without set-off, abatement or counterclaim and in cleared funds.

(d) Each Guarantor agrees that the Lender is not required to marshal any collateral security in favour of any Guarantor.

21 Direct Debit Request

The Borrower and the Guarantor request and authorise the Lender or its Partners to debit funds (as applicable) from the Borrower or the Guarantor’s Nominated Account or any alternative payment methods nominated in the Client Portal. The amounts to be debited are to be in accordance with the details specified in the Payment Schedule (with the exception of the Set up Fee and any additional charges due under clause 2 which are immediately payable), or the details specified in any additional or future finance agreements the Borrower and the Guarantor may have with the Lender, and the terms and conditions of this Agreement. The Direct Debit Request/ Authority link /Auto-Pay link will be provided separately on the Spenda Platform or an alternative nominated platform (as determined by the Lender) and will operate under the Terms and Conditions of the Direct Debit/Auto-Pay Request Service Agreement of the Partner or 3^rd Party Provider.

22 Use of the Client Portal

The Borrower agrees to keep confidential all user identification numbers, passwords and other security processes and devices provided by the Lender or its Partner/s and agrees to ensure that only authorised employees or agents have access to the Client Portal.

The Borrower is solely responsible for all transactions or actions that take place using the Client Portal in the Borrower’s name, carried out by any person, whether or not duly authorised, if the Borrower could or should have reasonably prevented them from accessing the Client Portal.