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These are the “PayLater Terms of Business” referred to in the PayLater Terms and Conditions.
1. INTRODUCTION
The Trade Business Credit Agreement (which include these Trade Business Credit Terms of Business) contains the terms that determine the rights and obligations between you and us under which a Trade Business Credit Payment Terms Application can be made to obtain Trade Business Credit Payment Terms. By agreeing with the “Trade Business Credit Terms and Conditions", you agree that you have read, understand, and accept the terms and conditions contained in these Trade Business Credit Terms of Business and agree to be bound as a Customer.
2. TRADE BUSINESS CREDIT PAYMENT TERMS APPLICATION
2.1. Where you agree these Trade Business Credit Terms of Business and are accepted by Kriya, Kriya will, subject to any credit or risk approvals, use reasonable endeavours to provide Trade Business Credit Payment Terms. You must in respect of each set of Trade Business Credit Payment Terms, first provide to Kriya any information Kriya requires. Please note that Trade Business Credit Payment Terms are only available with respect to the purchases that you make which relate solely for the purposes of the business carried on by you.
2.2. Once submitted, an application for Trade Business Credit Payment Terms cannot be withdrawn.
2.3. Once submitted, an application for Trade Business Credit Payment Terms can be amended only with the consent of Kriya.
2.4. By submitting a Trade Business Credit Payment Terms Application, and each day on which you are a Customer member of the Trade Business Credit Platform, you represent and warrant that:
2.4.1. by agreeing to be bound by the Trade Business Credit Agreement you have not and will not violate any law, regulation, judicial order, security interest or other contract applicable to you; and
2.4.2. all identification documents, authorisations, banking details, financial, trading and other information provided by or on behalf of you to us is true and accurate in all material respects and does not omit any material fact.
2.5. You may submit an application for Trade Business Credit Payment Terms by requesting use of the Trade Business Credit Services online, at a physical location (such as a physical store), or by telephone.
2.6. Whenever you request to use the Trade Business Credit service you are agreeing to these Trade Business Credit Terms of Business and the submission of the Payment Terms Application on the basis of information last provided by you to Kriya.
2.7. By submitting a request for use of the Trade Business Credit service, you understand and agree to the following:
2.7.1. Soft Credit Check: A soft credit check may be performed to assess your eligibility for the Trade Business Credit service. Soft credit checks do not impact your credit score;
2.7.2. Hard Credit Check: whenever you use the Trade Business Credit service, a hard credit check may be conducted and Kriya may report your payment performance to credit bureaus. Hard credit checks can impact your credit score, which may make it harder to obtain credit in the future, particularly if you miss payments.
3. YOUR PROFILE
3.1. Your Profile on the Trade Business Credit Platform contains information submitted by you and various other matters as added by Kriya from time to time. Your Profile and accounts are only viewable by Kriya.
3.2. By applying for Trade Business Credit Payment Terms, you confirm to Kriya that the information on you supplied to Kriya, all or some part of which is contained in your Profile, is complete, accurate and up to date.
4. REVIEW OF APPLICATION
4.1. You may apply for Trade Business Credit Payment Terms through submission of a Trade Business Credit Payment Terms Application.
4.2. After Kriya has received your Trade Business Credit Payment Terms Application, Kriya will notify you whether the application is accepted or not. We may, in our sole discretion, approve or reject any application and attach conditions to our acceptance of such application. Kriya does not have to give reasons for its decision.
4.3. Kriya may terminate a Trade Business Credit Payment Terms Application if it has any concern about you or the Trade Business Credit Payment Terms Application process.
5. PAYLATER REQUIREMENTS
5.1. In relation to each Trade Business Credit Payment Terms Application which is approved, you will be provided with the Trade Business Credit Payment Terms Summary which sets out the amount payable in respect of each Trade Business Credit Payment Terms, the Payment Schedule and other key terms. You agree to enter into each set of Trade Business Credit Payment Terms in accordance with the Trade Business Credit Agreement.
5.2. You must comply with the requirements of the Trade Business Credit Payment Terms Summary and the other terms of the Trade Business Credit Agreement, including without limitation, these Trade Business Credit Terms and Conditions.
5.3. You must sign/set up any Payment Method required by us which will typically be direct debit or bank transfer.
5.4. In respect of each set of Trade Business Credit Payment Terms, Kriya’s obligations thereunder (including taking responsibility for paying the Purchase Amount (less any fees due by Halfords) to Halfords) is conditional upon Kriya receiving and/or being satisfied with:
5.4.1. you agreeing to the Trade Business Credit Agreement and it being binding on you;
5.4.2. the documents/information required by Kriya to comply with its customer identity requirements and all know-your-customer checks having been completed to Kriya’s satisfaction;
5.4.3. no Default having occurred and/or is continuing;
5.4.4. the setting up the Payment Method; and
5.4.5. any other information or documents Kriya reasonably requires, or as otherwise agreed between Kriya and Halfords.
6. COMPLETION
6.1. If the Trade Business Credit Payment Terms Application is successful, you will be provided with the Trade Business Credit Payment Terms Summary for the Trade Business Credit Payment Terms (including the amount payable by you and the Payment Schedule). The approval of your Trade Business Credit Payment Terms Application and subsequent receipt by you of Trade Business Credit Payment Terms shall constitute a Credit Agreement.
6.2. Subject to the receipt and satisfaction of the requirements in Clause 5.4 and you having executed and/or delivered any relevant documents, Kriya shall become responsible for making payment of the relevant Purchase Amount to Halfords (less any fees that are payable by Halfords to Kriya).
6.3. Upon Kriya becoming responsible for making payment of the relevant Purchase Amount to Halfords (less any fees that are payable by Halfords to Kriya), Kriya will then service the Trade Business Credit Payment Terms and administer the collection of payments from you and other relevant matters. Thereafter, your liability to repay the Purchase Amount due on the Trade Business Credit Payment Terms is owed to Kriya.
6.4. No amount repaid may be redrawn.
6.5. In the event that the requirements in relation to Kriya taking responsibility for making payment of the relevant Purchase Amount to Halfords are not satisfied by the latest date that such Purchase Amount is to be paid, the Trade Business Credit Payment Terms applicable to such Purchase Amount shall be withdrawn and cease to have effect.
7. REPAYMENT
7.1. You will repay the Purchase Amount to Kriya, in accordance with the Payment Schedule, by making the Payments.
7.2. Payments are to be made on each Payment Date as shown in the Payment Schedule. Payments must be made by the Payment Method from your bank account. Where the Payment amount is a number that is not a whole number of pence, it will be rounded to the nearest whole penny.
8. EARLY REPAYMENT
You may repay the whole or part of the balance of the Purchase Amount outstanding prior to a Payment Date, without any penalty.
9. RETURN OF GOODS
9.1. In the event you wish to and are entitled to return Goods that are subject to Trade Business Credit Payment Terms to Halfords in accordance with Halfords’s terms and conditions, you can notify Kriya of a return to stop payments. Upon such notification, Kriya will pause the Payment Schedule by up to two (2) weeks to allow Halfords to process your returned Goods and you will not incur late payment charges during this period. If the return is not completed within the two (2) week period (e.g. you later decide not to return the Goods or you are in fact not entitled to return the Goods), the Purchase Amount shall remain payable and the Payment Schedule shall resume. You will only be able to make this request once per order of Goods.
9.2. Until whichever is the earlier of: (a) such time that you cancel the Supply Contract in accordance with the terms of such Supply Contract or (b) such time that Halfords has confirmed the return of the Goods and has notified Kriya of the amount of the refund for those Goods, you will remain responsible to us for the full payment of the Purchase Amount in accordance with the Payment Schedule and we will continue to process any payments in accordance with the Payment Schedule (following any two (2) weeks’ pause in accordance with Clause 10.1 above.
9.3. Once Halfords has notified Kriya of the amount of the refund due to you for the Goods returned that are subject to Trade Business Credit Payment Terms, Kriya will, on the same day, make the appropriate adjustment to the Trade Business Credit Payment Terms. If you have returned all the Goods to Halfords and are entitled to a full refund under Halfords’ terms and conditions, Kriya will end the Payment Schedule and issue a refund of any Payments made by you to Kriya under the Payment Method. If you have not returned all the Goods to Halfords, or if Halfords has notified Kriya that a partial refund is due to you, Kriya will adjust the Trade Business Credit Payment Terms and the Payment Schedule appropriately (including to reduce or cancel any future Payments, if necessary). Please note, in the event of partial refunds, refund amounts are subtracted from the Payment Schedule in reverse order of maturity. If the refund is processed to your expired or cancelled card, you will need to obtain the returned funds by contacting your bank.
10. WARRANTIES
10.1. By agreeing to these Trade Business Credit Terms of Business and each time you submit a Trade Business Credit Payment Terms Application, you (save as otherwise disclosed to and accepted by us in our sole discretion) represent and warrant, or will be treated as having represented and warranted, that:
10.1.1. you agree to enter into the Trade Business Credit Agreement on the terms set out in the Trade Business Credit Payment Terms Summary, the Trade Business Credit Terms and Conditions and these Trade Business Credit Terms of Business. You also confirm that failure to make payments in accordance with the Payment Schedule constitutes a Default of the Customer’s Trade Business Credit Payment Terms;
10.1.2. you have told us about every material fact which you know, or ought to know, that might influence us in deciding whether to offer Trade Business Credit Payment Terms or in determining whether to attach any conditions to your Trade Business Credit Payment Terms;
10.1.3. all information supplied by you via the Trade Business Credit Platform or otherwise is accurate and complete, and that you have authority to provide such information to us for analysis;
10.1.4. where required, you have declared all outstanding loans and borrowing arrangements with third parties to Kriya, including any loans or borrowing arrangements applied for but not yet approved, accepted or drawn with 3rd party lenders;
10.1.5. all the particulars in your Profile are correct and complete;
10.1.6. no Default has occurred or is continuing;
10.1.7. all the particulars given in any Trade Business Credit Payment Terms Application are correct and complete; and
10.1.8. any Trade Business Credit Payment Terms applied for by you and/or advanced to you shall be utilised by you solely for the purposes of the business carried on by you.
10.2. The representations, warranties and undertakings contained in these Trade Business Credit Terms of Business will be repeated daily in respect of each set of Trade Business Credit Payment Terms from the date of the Trade Business Credit Payment Terms Application until the date the Purchase Amount are repaid in full together with all accrued interest and any other fees, expenses and charges under the terms of the Trade Business Credit Agreement.
11. UNDERTAKINGS BY THE CUSTOMER
11.1. Without Kriya's consent, you will not at any time after becoming a Customer use, divulge or communicate to any person (except to your professional representatives or advisers or as may be required by law or any legal or regulatory authority) any Confidential Information, and you will use your best endeavours to prevent the unauthorised publication or disclosure of any Confidential Information, and will only use Confidential Information for the purposes of proposing, considering or making transactions through the Trade Business Credit Platform.
11.2. At all times, you undertake to:
11.2.1. comply with any ongoing requirements we may specify from time to time in respect of use of the Trade Business Credit Platform;
11.2.2. use the Trade Business Credit Platform, and the Licensed Materials in full compliance with these Trade Business Credit Terms of Business and the Trade Business Credit Guidance;
11.2.3. comply, in all material respects, with all applicable laws affecting you;
11.2.4. tell us immediately if you become aware of the occurrence of any Default; and
11.2.5. supply to us (promptly upon our request) or at our option make available for inspection by us any financial, know your customer or other information we may request relating to your business or affairs.
12. DEFAULT
12.1. Each of the following is a default (a Default):
12.1.1. one failed attempt is made by us to take a Payment on a Payment Date by the stipulated Payment Method;
12.1.2. you fail to pay any other sum due from you to us under the Trade Business Credit Agreement and such sum remains unpaid for a period of two (2) Business Days;
12.1.3. you are in breach of any other term of the Trade Business Credit Agreement and such breach remains unremedied for a period of more than ten (10) Business Days;
12.1.4. you are determined by us to have (or to have attempted to) hack into or otherwise interfere with the Trade Business Credit Platform, or we have reason to believe you have committed or attempted to commit any act of fraud on or through the Trade Business Credit Platform;
12.1.5. any information provided by or any representation or warranty given by you is false or misleading;
12.1.6. you fail to pay any sum due under any other financing facility made available by any person to you or otherwise breach the terms of any such facility and such failure to pay or breach is not remedied within five (5) Business Days;
12.1.7. a court order is made against you or any of your assets are affected by (i) any security being enforced or a receiver appointed or (ii) any court order or procedure to attach or take possession of them;
12.1.8. you are or become unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (ignoring the requirement in that section that any fact or matter ”is proved to the satisfaction of the court”); you suspend or threaten to suspend making payments with respect to all or any class of your debts; you propose or apply for any voluntary arrangement within Part VIII of the Insolvency Act 1986; or you propose any form of compromise with your creditors generally or any class of creditors;;;
12.1.9. you cease to carry on the business conducted by you when you made the Trade Business Credit Payment Terms Application;
12.1.10. you fail to set up, cancel or amend to our detriment any Payment Method;
12.1.11. we reasonably believe that continuing with your Trade Business Credit Agreement will result in sanction or prosecution by any government, regulatory or law enforcement agency;
12.1.12. we have reasonable grounds to suspect that a default is imminent; or
12.1.11. you fail to set up, cancel or amend to our detriment any Payment Method;
12.1.12. we reasonably believe that continuing with your Embedded Finance Agreement will result in sanction or prosecution by any government, regulatory or law enforcement agency;
12.1.13. we, in our sole discretion, consider that there is a serious deterioration in your:
12.1.13.1 financial condition;
12.1.13.2 creditworthiness;
12.1.13.3. operating performance;
12.1.13.4. management and control;
12.1.13.5. general day to day administration and organisation; or
12.1.13.6. sales or debt ledger administration or credit control procedures.
12.2. If a Default occurs, we may then demand and you will immediately pay all the balance of the Purchase Amount outstanding and all other sums payable by you under the Trade Business Credit Agreement.
13. CONSENTS, NOTICES AND DEMANDS
13.1. All consents, notices and demands must be in writing.
13.2. Kriya may deliver a notice or demand to you by email or post to the contact details last known to Kriya or to the Customer's registered office.
13.3. A notice or demand by Kriya will be effective at the time of sending an email or on the second business day after posting.
13.4. A notice from you to Kriya must be sent by email to payments@kriya.co by post to Kriya’s registered address and must quote your Trade Business Credit Payment Terms reference (if there is one).
13.5. Notices to Kriya will be effective on receipt.
14. INFORMATION, PRODUCT AND TRANSFERS
14.1. Kriya may give to anyone any information about you or your Trade Business Credit Agreement in connection with any proposed transfer of your Trade Business Credit Agreement.
14.2. Kriya may transfer or allow any person to take over any of their rights and duties under the Trade Business Credit Agreement.
14.3. You may not transfer the benefit of the Trade Business Credit Agreement.
14.4. We may at any time request that you provide any information relating to you or your use of the Trade Business Credit Platform as we consider necessary or desirable for regulatory, compliance, risk or underwriting purposes. We may be under an obligation under applicable laws and regulations to transmit the Customer’s identity and credit information to regulatory authorities or registries, notably for purposes of credit information collection by prudential regulatory authorities of Kriya, subject to professional secrecy.
14.5. You authorise us at all times to undertake credit, identity and anti-money laundering checks and searches on you when applicable. You accept that any information received by us will form part of our ongoing records.
14.6. We will use any Confidential Information concerning you for the purposes of operating the Trade Business Credit Platform, carrying out credit risk assessments, preventing fraud or money laundering and exercising our rights under the Trade Business Credit Agreement and/or any set of Trade Business Credit Payment Terms, and for those purposes we may at any time use, divulge or communicate to your professional representatives or advisers or as may be required by law or any legal or regulatory authority or credit reference agencies any such Confidential Information. We may make Confidential Information available to any funder we use to finance the Trade Business Credit Payment Terms (including their employees, officers, representatives and finance parties) or any third party servicers who are necessary for the servicing or collection of the Purchase Amount and any fees provided they are under obligations which are, at least, equivalent to those set out herein. We will use our reasonable endeavours to prevent the unauthorised publication or disclosure of any such Confidential Information.
14.7 How we use your information: In the course of providing you with products and services we may collect, use, store and share personal and financial information about you, your business and other people connected with your business. We may collect this information from you directly or from third parties, such as credit reference agencies, fraud prevention agencies or public registers. We may also share Transaction Data with credit reference agencies and with any accountancy software that you agree to integrate with the Trade Business Credit Platform. We may also share this data with any funder we use to finance the Trade Business Credit Payment Terms (their employees, officers, representatives or finance parties) and any third party servicer engaged to service or collect the Purchase Amount and any fees). If we discover that you have provided us with false or inaccurate information and fraud is identified, your details will be passed to fraud prevention agencies to prevent fraud and money laundering. Further details on how the information held by fraud prevention agencies and credit reference agencies may be used is available here www.kriya.co/privacy-notice You agree to us using your information in accordance with the Privacy Notice.
15. TRADE BUSINESS CREDIT PLATFORM
15.1. We grant you a non-exclusive, non-transferable and revocable license to use, access and communicate through the Trade Business Credit Platform, and to use the Licensed Materials solely for the purposes contemplated by these Trade Business Credit Terms of Business (together "the Licence").
15.2. You will at all times recognise and respect our property and copyright in the Trade Business Credit Platform and/or the terms of the Licence and you may not copy or otherwise deal with the same without our written consent and you must safeguard and keep them confidential. We are entitled to compile and formulate Profiles, Kriya Analytics and Transaction Data and such Profiles, Kriya Analytics and Transaction Data and the information contained in them will be our sole and exclusive property.
15.3. Your use of the Trade Business Credit Platform: You agree that we may immediately at any time without notice to you suspend your access to the Trade Business Credit Platform, thereby preventing you from making a Trade Business Credit Payment Terms Application (without releasing any of your obligations and liabilities to us).
15.4. You also agree that:
15.4.1. you will keep confidential all user identification numbers, passwords and other security processes and devices provided by us and ensure that only you have access to the Trade Business Credit Platform;
15.4.2. you are solely responsible for all Trade Business Credit Payment Terms Applications or other transactions or actions that take place using the Trade Business Credit Platform in your name that are carried out by any person, whether or not duly authorised, if you could or should have reasonably prevented them from accessing the Trade Business Credit Platform; and
15.4.3. we have the absolute right not to act on your or any other person's instructions if we consider there is a risk that by taking or refraining to take action we may violate any law, regulation or other requirement of any governmental or other authority.
15.5. Restrictions: We may immediately at any time without notice to you, impose or vary conditions relating to your use of the Trade Business Credit Platform, including setting a limit on the amount you request in a Trade Business Credit Payment Terms Application.
15.6. Where we take such action referred to above we shall, if permitted by all applicable laws, inform you once we have taken such action of:
15.6.1. the extent of our actions;
15.6.2. the reason(s) for our actions; and
15.6.3. any actions you must take to remedy the situation which caused us to impose or vary conditions relating to your use of the Trade Business Credit Platform.
15.7. We make no representation or warranty of any kind (express or implied):
15.7.1. by providing the Licensed Materials and all information on and data contained within the Trade Business Credit Platform, which is provided on an "as is" and "as available" basis; or
15.7.2. that use of or access to the Trade Business Credit Platform will be uninterrupted, error free or free of computer viruses or computer bugs, or that defects will be corrected, or give any warranty otherwise as to their functionality, accuracy, or reliability.
16. PAYMENTS
16.1. You must immediately tell Kriya if your bank account details change.
16.2. We will only pay monies due to you to accounts held in your name with a UK bank or payment services firm authorised by the Financial Conduct Authority or other applicable regulator. We reserve the right to refuse to execute a payment if:
16.2.1. we know, or have reasonable reason to suspect, that doing so would be in breach of any applicable law;
16.2.2. we have the right under the Trade Business Credit Agreement to refuse the payment; and/or
16.2.3. you are unable to provide us with documentation to verify that the external account is held in your name.
16.3. For the purpose of determining both your liability to pay, and the amount you are liable to pay to us, a certificate in writing signed by any one of our directors (or authorised signatory under power of attorney) stating the amount due at any particular date will be conclusive evidence (save for manifest error), in any legal or insolvency proceedings. In certifying the amounts due we will be entitled to take into account all your liabilities (whether actual or contingent) and to make a reasonable estimate of any liability where its amount cannot immediately be ascertained.
16.4. A payment due on a non-Business Day, will be payable on the next Business Day.
16.5. All payments due from you under the Trade Business Credit Agreement must be made without set-off and without any deduction on account of any tax, duty or other charge, unless a deduction is required by law. If a deduction is required by law, the Customer will increase the payment so that Kriya receives the amount due before the deduction.
16.6. Kriya may apply any payments received to reduce any amounts owed by you to Kriya.
17. REIMBURSEMENT AND SET-OFF
17.1. Reimbursement: You will be responsible for paying in full for all losses, actions, proceedings, costs, claims, demands, awards, fines, orders, expenses and liabilities (including reasonable legal fees) incurred by us at any time (and any additional administrative time incurred by us charged at such rate as we may reasonably determine) directly or indirectly as a result of:
17.1.1. any breach of your obligations under these Trade Business Credit Terms of Business or preserving or enforcing our rights under these Trade Business Credit Terms of Business;
17.1.2. any failure to take a Payment through the required Payment Method;
17.1.3. exercising any rights to collect a Payment or dealing with disputes relating to a set of Trade Business Credit Payment Terms;
17.1.4. the occurrence of a Default;
17.1.5. your fraud or wilful misconduct, misuse of any technology or any intellectual property rights licensed to you;
17.1.6. the transmission to us or our receipt or processing of incorrect, incomplete, inaccurate information or failure to receive a message or upload in each case however caused; or
17.1.7. accepting and/or acting upon any electronic message or other communication, information or instructions purporting to come from you even if that information or those instructions subsequently prove to have been incorrect or unauthorised by you.
17.2. Kriya set-off: We may (but are not obliged to) at any time without notice to you:
17.2.1. set-off against our liability to you any liability you owe to us, and for that purpose may make a reasonable estimate of any amounts contingently or prospectively due from you to us; and/or
17.2.2. combine or consolidate all or any of your accounts with us, and if necessary to give effect to such right, we may convert currencies at our bank's prevailing spot rate of exchange.
18. FEES AND COSTS
18.1. You will from time to time pay Kriya's fees as detailed in the Trade Business Credit Agreement, including without limitation in your Trade Business Credit Payment Terms Summary.
18.2. You will pay on demand all costs incurred by Kriya in connection with any default or potential default under the Trade Business Credit Agreement, including:
18.2.1. preserving, defending or enforcing Kriya's rights
18.2.2. communicating with you, if you are, or are reasonably suspected of being, in Default or have notified Kriya of a potential Default
18.2.3. collection agent’s and professional and other advisers' fees and costs.
18.3. All fees and charges are quoted exclusive of VAT, which will be added at the standard rate (where applicable).
19. VARIATIONS
19.1. Kriya may vary these Trade Business Credit Terms of Business by giving you fourteen (14) days’ notice of a proposed variation by uploading the same to the Trade Business Credit Platform and/or by e-mail. If you do not agree the proposal, you may within fourteen (14) days of receiving notice immediately terminate your Trade Business Credit Agreement by written notice to us. If you do not object, or if you subsequently make a Trade Business Credit Payment Terms Application, you will be deemed to have accepted the proposed variation.
19.2. If you terminate your Trade Business Credit Agreement in accordance with this clause, you agree, on demand, to immediately pay the balance of any Purchase Amount then outstanding, together with all other sums payable by you under the Trade Business Credit Agreement.
20. LIMIT OF KRIYA LIABILITY
20.1. Our liability: We (including our directors, agents and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for (i) any consequential, secondary or indirect loss, injury or damage, and (ii) any business losses, such as loss of data, profits, anticipated savings, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:
20.1.1. events outside our reasonable control that prevent us from doing something, including restrictions on convertibility or transferability of funds, requisitions, involuntary transfers, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, terrorism, war or acts of government;
20.1.2. use or loss of use, data or profits arising out of or in connection with the Trade Business Credit Agreement or the use or reproduction of Licensed Materials, including the use of or inability to use the Trade Business Credit Platform or the inability to obtain access to or to transact over the Trade Business Credit Platform;
20.1.3. the conversion of monies owing to you from one currency to another at your request for no fee;
20.1.4. any error, fraud or misconduct attributable, directly or indirectly, to any act or omission on the part of any person other than us;
20.1.5. any unauthorised use of the Trade Business Credit Platform attributable, directly or indirectly, to any act or omission on the part of any person other than us;
20.1.6. any misuse by any person other than us of any Profile, Kriya Analytics or Transaction Data provided by us; or
20.1.7. any breach by a Customer of its obligations of confidentiality.
20.2. Limit of our liability: Notwithstanding any other provision of this Agreement, if we are found liable to you, our liability (whether arising in contract, restitution or tort) will be limited to an amount which is equal to the amount of any fees paid by Halfords to Kriya in connection with any Trade Business Credit Payment Terms Application submitted by you as contemplated by the terms agreed between Kriya and Halfords.
20.3. Not excluded: Nothing in this clause shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.
21. GENERAL
21.1. Illegality: If any provision of the Trade Business Credit Agreement is held to be wholly or partially invalid, void or for any reason unenforceable, the provision or part shall be struck out and will not affect the validity and enforceability of the remaining provisions.
21.2. Whole agreement: Your Trade Business Credit Agreement constitutes the whole agreement between you and us and supersedes all previous agreements and understandings relating to the subject matter.
21.3. Priority: In the event of conflict between any term of your Trade Business Credit Agreement, the conflict will be resolved according to the following order of priority: (a) the Trade Business Credit Payment Terms Summary, (b) the Trade Business Credit Terms and Conditions, (c) these Trade Business Credit Terms of Business and (d) the Trade Business Credit Guidance.
21.4. Non-waiver: If Kriya does not enforce any of its rights under the Trade Business Credit Agreement, this does not constitute a waiver by Kriya of such rights and Kriya reserves its right in full to enforce all such rights at any time of its choosing.
21.5. Assignment: Kriya may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Trade Business Credit Agreement. You 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 the Trade Business Credit Agreement.
21.6. Complaints: If you wish to make a formal complaint about the services we provide to you under the Trade Business Credit Agreement, you may do so at any time by post, email or telephone at such addresses or on such telephone number as notified to you from time to time in the Complaint Procedure, which may be viewed here: https://www.kriya.co/feedback.
21.7. The Trade Business Credit Agreement is governed by English law and the English courts have exclusive jurisdiction.
21.8. For the benefit of Kriya, the Customer irrevocably submits to the jurisdiction of the English courts and irrevocably agrees that a ruling in those courts will be conclusive and binding on the Customer and may be enforced against the Customer in the courts of any other jurisdiction.
22. DEFINITIONS
22.1. Defined terms: In these Trade Business Credit Terms of Business (references to which will always incorporate any Schedule to such documents), "Kriya", "we", “our” and "us" are references to Kriya Finance Limited, 48-50 Scrutton Street, London EC2A 4XQ (No.7330525), references to “you” or “your” (unless the context otherwise requires) are references to the Customer (and to you in your capacity as a partner and agent of a partnership which is a Customer) and capitalised terms used herein shall have the following meanings:
“Business Days” means a weekday other than a national holiday in England;
“Confidential Information” means all information in whatever form relating to us or any Customer (including a previous Customer) which is disclosed or made available by us or over the Trade Business Credit Platform, including (a) the terms of the Trade Business Credit Agreement, (b) any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, Customers, clients or suppliers of a Customer, and (c) any information or analysis derived from Confidential Information; but not including any information that (d) is or becomes generally available to the public other than as a result of a disclosure in breach of the Trade Business Credit Agreement, (e) was available to or lawfully in the possession of a Customer prior to any disclosure by us or over the Trade Business Credit Platform, or (f) is trivial, obvious or useless;
"Credit Agreement” shall have the same meaning given to the term “credit agreement” under The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.
“Customer” means any person or general partnership which has agreed to be bound as a customer by the Trade Business Credit Agreement and who we have accepted as a Customer;
“Default” means all the events described in clause 13.1 (Defaults);
“Goods” means any goods or services the subject of a Supply Contract;
“Halfords” means Halfords Limited, registered in England and Wales with company registration number 00103161;
“Kriya Analytics” means the results of our information, data and statistical analysis, with respect to Customers;
“Kriya Product” means the products made available to sellers/ borrowers/ customers/ investors/ lenders generally by Kriya;
“Licensed Materials” means Profiles, Transaction Data and other information provided by us or any of our authorised agents on the Trade Business Credit Platform;
“Payment Date” means each date of repayment of the Purchase Amount where applicable as set out in the Payment Schedule;
“Payment Method” means direct debit, bank transfer and/or other payment mandate/method required by Kriya in connection with any set of Trade Business Credit Payment Terms;
“Payment(s)” means the payment(s) of the amounts as specified in the Payment Schedule;
“Payment Schedule” means the schedule of payments to repay each set of Trade Business Credit Payment Terms as set out in the Trade Business Credit Payment Terms Summary;
“Privacy Notice” means the “Terms & Conditions and Privacy Policy” which are available at www.kriya.co/privacy-policy;
“Profile” means information on each Customer collated by us, including the Customer's residential address, date of birth, country of birth, nationality, status, business, and financial and trading performance and, where relevant, information relating to your business partners including information on their personal financial circumstances and business activities;
“Purchase Amount” means the amount to be paid by the Customer in respect of the Goods;
"Supply Contract" means a contract for the sale or supply of Goods by Halfords;;
“Trade Business Credit Agreement” means the agreement made when a person is accepted by Kriya as a Customer and which comprises the Trade Business Credit Terms and Conditions, these Trade Business Credit Terms of Business, the Privacy Notice, the Trade Business Credit Guidance and the terms of any applicable Trade Business Credit Payment Terms Summary;
“Trade Business Credit Guidance” means all terms, guidance and instructions from time to time made available by us to you;
“Trade Business Credit Payment Terms” means payment terms in respect of a Purchase Amount which may be, or is, provided to you in accordance with the terms of (and incorporated within) these Trade Business Credit Terms of Business, including any Trade Business Credit Payment Terms Summary;
“Trade Business Credit Payment Terms Application” means the request for Trade Business Credit Payment Terms made by the Customer via the Trade Business Credit Platform;
“Trade Business Credit Payment Terms Summary” means a summary of the key terms relating to each set of Trade Business Credit Payment Terms which will be sent to the Customer following a successful Trade Business Credit Payment Terms Application, including, but not limited to, the fixed sum credit to be provided to the Customer by Kriya and the related amounts payable by the Customer to Kriya and the Payment Schedule;
“Trade Business Credit Platform” means the online payment and credit platform, related databases and supporting software operated by us and/or embedded within any of the Halfords’ platforms, but excluding equipment, software and telecommunications configurations or links belonging to any third party;
“Trade Business Credit Terms and Conditions” means the Terms and Conditions referred to on the Trade Business Credit Platform which these Trade Business Credit Terms of Business supplement and which governs each set of Trade Business Credit Payment Terms as forming part of the Trade Business Credit Agreement; and
“Transaction Data” means data and other information compiled by us relating to transactions by Customers in relation to Trade Business Credit Payment Terms.
22.2. Interpretation: In the Trade Business Credit Agreement:
22.2.1. references to the Customer or Kriya in the Trade Business Credit Agreement include their permitted respective successors and assigns.
22.2.2. headings are for ease of reference only and do not affect the meaning of any clause;
22.2.3. references to any document or part thereof will be construed as references to that document or part in force for the time being and as amended, varied or novated from time to time in accordance with its terms;
22.2.4. a discretion which we may exercise (an act or decision that we may do or decide), may be exercised in our sole and absolute discretion and without giving any reason;
22.2.5. a provision of law is a reference to that provision as amended or re-enacted;
22.2.6. "including" or "includes" means including or includes without limitation;
22.2.7. "material facts" means those facts, circumstances or opinions about the identity, business, financial condition or trading relationships of a Customer or other person which are reasonably likely to influence the decisions of a commercial person considering a financial transaction involving any one of them;
22.2.8. "writing" or "written" includes fax, e-mail or other comparable means of writing;
22.2.9. any undertaking not to do any act or thing includes an undertaking not to permit or suffer the doing of that act or thing, and each undertaking will be given separately and not jointly and severally;
22.2.10. the singular includes the plural and vice versa;
22.2.11. a time of day is a reference to London time, and a 'month' is a calendar month; and
22.2.12. a "person" is a reference to any individual person, corporation, firm, company, partnership, joint venture, unincorporated body of persons, or any state or any agency of a state, whether or not a separate legal entity.
