BusinessPlus Terms and Conditions

These Terms and Conditions are only applicable to RCFs with a Payment Card

Date Issued: October 2015

Definitions and Interpretation
For the purpose of both the Facility Letter and these terms and Conditions the following terms shall have the meaning ascribed to them herein
Act of Default shall mean any action, inaction, default or breach of the provisions of this agreement; an act of default entitles JCF to serve written notice upon the Borrower calling in all or part of the Debt at the date of such notice
Borrower shall mean the entity (a corporate body or a limited liability partnership) party to the Facility Letter and the terms "the Company" or "the partnership" may be used in addition (as appropriate in the context) to mean the same person
Business Day shall mean any day (excluding Saturdays, Sundays and bank holidays) on which banks are generally open in the City of London for the transaction of normal banking business
Conditions Precedent shall mean the documents and evidence listed at paragraph 3 of the Facility Letter to be provided to JCF as conditions precedent to the availability of the facility to be made available to the Borrower
Costs shall mean the schedule of costs and expenses set out in the Schedule hereto
Data shall mean any information or data provided to JCF by any party to the Facility Letter to JCF and which is held by JCF for the duration of the RCF and beyond in the event that such Data is required for the purposes of the enforcement of any right arising hereunder
Debt shall mean at any time the total amount of the RCF drawn down by the Borrower and standing to the debit of the Borrower on the RCF Account together with all other fees, interest or charges payable hereunder whether pursuant to an Act of Default or otherwise
Directors the term 'directors' shall include partners of limited liability partnership
Draw Down and Drawn Down shall mean the funds drawn by the Borrower out of the Revolving Credit Facility from time to time the expression 'drawn down' shall have the meaning ordinarily ascribed to it in the context;
Facility Letter shall mean the Facility Letter entered into between the parties named therein consisting of the Facility Letter itself and its schedules; in any the term 'Agreement' may be used in substitution as the context permits;
Finance Document shall mean any document entered into or issued hereunder which is instrumental in the creation of the RCF and the creation of documents ancillary thereto
Interest Rates shall mean the daily rates specified in the Facility Letter being
the Discounted Standard Rate
the Standard Rate
the Default Rate and interest shall be payable upon the Debt outstanding (including accrued interest thereon) from time to time at the applicable interest rate;
Guarantee shall mean any personal guarantee and indemnity (by deed or otherwise) by which the person named therein, agrees to guarantee and indemnify JCF against all breach or non observance by the Borrower of its obligations hereunder: such guarantee and indemnity shall continue even if the Guarantor severs his or her connection with the Borrower after the date of such guarantee;
Guarantor shall mean any person (corporate or individual) entering into a guarantee pursuant to the Facility Letter
Merchant Service Provider shall mean the entity contracted by JCF to provide merchant services to include the issue, maintenance and working of a Payment Card
Notifiable Event shall mean any event the happening of which affects (or might by its nature) affect the security of JCF hereunder, constitute an Act of Default or otherwise impair the ability of the Borrower to fulfil its obligations hereunder
Payment Card shall mean the card to be issued by the Merchant Service Provider pursuant to any Merchant Service Provider Agreement between the Merchant Service Provider and the Borrower
Relevant Document shall mean
the Facility Letter
each other document under which any person (including the Borrower) grants security or issues a guarantee, in respect of the Borrower's obligations under this letter and
each letter or agreement varying, amending supplementing, restating, substituting or novating this letter or such document
Relevant Person shall mean
the Borrower
any other person who enters into a Relevant Document
any subsidiary of the Borrower and
where a person enters into a Relevant Document in their capacity as a partner of a partnership, that partnership
Revolving Credit Facility (RCF) shall mean the credit facility granted by JCF to the Borrower in the terms of the Facility Letter
RCF Account shall mean the account in the name of the Borrower with JCF out of which draw down occurs and into which payments are made to the credit of the Borrower
RCF Account Limit shall mean the figure set out in paragraph 1 (Key Terms) of the Facility Letter
Term Date shall mean the term of the RCF which shall be specified in the Facility Letter or such other date specified in a notice served upon the Borrower by JCF arising from an Act of Default
Unauthorised Borrowing shall mean account activity which results in the RCF Account exceeding the RCF Account Limit.
Guarantee (other than in respect of any guarantee issued or to be issued by JCF) includes any guarantee or indemnity and other financial support (including any participation or other assurance against loss and any deposit or payment) in respect of any person's indebtedness
Person includes any individual, company, corporation, firm, government, state or agency of the state and any association, partnership or trust (in each case whether or not it has a separate legal personality)
Security includes any assignment/assignation by way of security, charge, lien, mortgage, pledge, standard security, right of set-off, right of retention of title or other security interest securing any obligation of any person and any other agreement or arrangement having a similar effect
Set-off includes any rights of retention, claims for compensation or rights to balance accounts on insolvency
Subsidiary means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006
the Facility Letter or any other document referred to in it will be construed as references to this letter or such document as varied, amended, supplemented, restated, substituted or novated from time to time
a party to a Relevant Document or a Relevant Person includes its successors-in-title, its permitted assigns or assignees and transferees
the singular includes the plural and vice versa, as the context permits or requires; and
any provision of any statute, any legislation or of any regulation means at any time the relevant provision as is in force at that time (even if it has been amended, re- enacted or replaced since the date of this letter).
Publication of the Terms and Conditions These terms and conditions are published for all purposes on the JCF website . Parties to any agreement with JCF are deemed to have accessed such website for the purpose of considering and understanding them and will expressly certify and confirm that they have done so in any formal agreement to be entered into.
Hierarchy of terms In the event of inconsistency between the provision of the Facility Letter and these terms and conditions the provisions of the Facility Letter shall prevail.
All payments to be made to JCF under the Facility Letter will be made:
in full without set off or counter-claim in immediately cleared funds to be received by JCF no later than 16.00 hours (or such other time as notified by JCF to the Borrower) on the due date for payment; and,
free of any deduction or withholding for or on account of tax unless the Borrower is required by law to make such a deduction or a withholding in which case the amount of the payment to JCF will be increased to the extent necessary to ensure that JCF receives a sum equal to that which it would have received had no deduction or withholding been made.
All interest and charges will accrue on a daily basis (both before and after judgment and regardless of any judgment rate awarded in respect of sums accruing hereunder post judgment) and be calculated on the basis of the actual number of days elapsed and a year of 365 days.
The applicable rate of interest payable by the Borrower for time to time shall be determined by reference to the Facility Letter
All notifications, determinations and calculations given or made by JCF under this letter will be conclusive and binding except in any case of fraud or manifest error
In the event of default of payment of any sum falling due for payment by the Borrower to JCF, JCF shall be entitled to deduct such sum from the RCF Account even if by so doing the RCF Account Limit is exceeded and a consequence of such deduction is the applicability of a higher rate of interest
Payment to the Merchant Service Provider will not constitute repayment of the RCF
Repayment, Cancellation and Extension
Any notice under the provisions of this clause 3 may be served concurrently on the Borrower and any Guarantor; failure on the part of JCF to do so will not negate or affect any party's liability
All amounts outstanding under or in respect of the RCF are repayable by the Borrower or the Guarantor (as appropriate) forthwith in full and without deduction or set off on whichever is the sooner of
the Term Date by the operation of law
the date specified in a written notice by JCF consequential on an Act of Default or other event constituting material breach of contract; or,
the service of a written notice of cancellation of the RCF by JCF
Any demand for repayment served by JCF consequential upon service of notice under clauses 3.2.2 and 3.2.3 may at the sole discretion of JCF relate to a part or the whole of the Debt. If it relates to part only the provisions of the Facility Letter (and all Relevant Documents) shall continue to apply mutatis mutandis to the remainder of the Debt in existence as at the date of such notice in respect of such part
Cancellation of the RCF
On the Term Date (or if JCF makes a demand for repayment in respect of the RCF pursuant to paragraph 3 above) the RCF shall be withdrawn and be no longer available for Draw Down. Such withdrawal shall be referred to as 'cancellation' of the RCF in which case the Facility Letter (and all Relevant Documents) shall remain in full force and effect for the purpose of the enforcement of rights and obligations accruing thereunder
Cancellation of the RCF shall not in any manner affect the right of JCF to recover the Debt hereunder from either the Borrower or the Guarantor
Extension and amendment
In the event that JCF has agreed in writing to extend or renew the RCF the RCF shall be available until the Term Date specified in writing in such extension or renewal instrument
In the event of any extension or amendment to the RCF the Guarantors shall agree to vary the Guarantee so as to extend its effect to include the term or amount of the revised RCF
Consequences of a demand for repayment or cancellation
On the sooner of whichever occurs first
the Term Date
the service of a written notice by pursuant to clause 3.2.2; or
cancellation of the RCF, all amounts outstanding on the RCF Account or otherwise specified in a formal demand or notice served by JCF shall be immediately due and payable by the Borrower and/or the Guarantor as appropriate
JCF may, at any time after the service of a notice or demand for repayment or cancellation, require the Borrower to provide JCF with cash cover (and suitable security in respect of such cash cover in respect of all outstanding liabilities to JCF whether present or future, actual or contingent) whereupon the Borrower will comply with such demands
The Guarantor
JCF may, at any time after the service of a notice of demand for repayment or cancellation, require the Guarantor to provide JCF with security over his/her assets in respect of all outstanding liabilities to JCF (whether present or future, actual or contingent)
The primary liability of the Borrower to JCF for the Debt shall not be affected by
such demand for security; or,
the provision of security unless and until such security shall be realised and converted to cash for payment or part payment of the Debt but only to the extent that the Borrower shall remain liable for any balance of the Debt unpaid thereby
Nothing herein affects the continuing liability of a Guarantor arising under a Guarantee until all proper liabilities arising thereunder have been satisfied in full
Termination for Cause
Without prejudice to the rights of JCF to call in the Debt or cancel the RCF, JCF may terminate the RCF by written notice given to the Borrower where:
the Borrower commits a fundamental breach of the Agreement which JCF reasonably considers is not capable of remedy; and/or
the Borrower has committed an Act of Default which remains unresolved seven days after the date of such notice; and/or
the Borrower is in breach of any agreement with the Merchant Service Provider and termination of the RCF shall occur seven days after the date of such notice.
JCF may terminate the Agreement immediately by written notice to the Borrower if:-
the Borrower is a company, and the company passes a resolution or the court makes an order that it should be wound up or that an administrator be appointed, or if the Borrower makes a composition or an arrangement with its creditors, or if a receiver or manager or administrator on behalf of a creditor is appointed, or if circumstances arise which entitle the court or a creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding up order; or
an individual director or guarantor at any time suffers a worsening of his or her financial position or becomes bankrupt, or has a receiving order made against him or her or makes any composition or arrangement with or for the benefit of his or her creditors, or purports to do so
the Borrower is a partnership and any partner thereof at any time becomes bankrupt, or has a receiving order made against him or her, or any partner or the partnership makes any composition or arrangement with or for the benefit of their creditors, or purports to do so
Termination for convenience
The Borrower shall be entitled to serve written notice of its intention to terminate the RCF at any time during the term whereupon JCF shall provide a statement of the RCF Account to the date specified by the Borrower for redemption of the Debt ('the redemption date')
The Borrower shall repay to JCF the Debt in full on the redemption date whereupon the RCF shall be deemed to have been cancelled
Interest, costs and charges incurred during such notice period shall continue to accrue to the RCF Account until the redemption date
In the event that the redemption date passes without payment of the Debt in full interest shall continue to apply at the Default Rate until the date of actual payment of the Debt in full
Effect of termination or cancellation
Termination or cancellation of the RCF shall not affect any obligation or liability of any party which has accrued as at the date such termination or cancellation occurs
Except in respect of all accrued rights as at the date of termination or cancellation., no party shall be under any further obligation to any other post termination or cancellation unless there subsists any outstanding liability on the part of the Borrower
Extension of the Term of the RCF or the RCF Account Limit
By written agreement between the parties the RCF may be extended either (a) beyond the Term or (b) in respect of the RCF Account Limit
No such de facto extension beyond the Term or the RCF Account limit ('unauthorised extension') which is not recorded in writing is effective so as to bind JCF but the Borrower shall be such liable for any liability arising above the RCF Account Limit in respect of such unauthorised extension
In the case of an unauthorised extension (such as in the case of temporary excess beyond the RCF Account Limit by the application by deduction of charges or interest to the RCF Account) then any further sums advanced by JCF to the Borrower shall be deemed to have been advanced on the basis of the existing Facility Letter and be recoverable as such
Any deemed acquiescence on the part of JCF (in permitting the Term to be extended or the RCF Account Limit to be exceeded) shall not be taken to be approval or any other indication that the Term shall be extended or the RCF Account Limit is extended beyond that authorised in the Facility Letter
Such unauthorised extension which causes the RCF Account Limit to be exceeded is an Act of Default within the meaning of clause 12.1.11
In the event that JCF requires to enforce its rights of recovery then as against each of the Borrower and any Guarantor JCF shall forthwith be entitled to commence recovery
As against the Borrower;
by enforcing the provisions of the Facility Letter
As against a Guarantor;
by enforcing the provisions of the Guarantee
Nothing in the foregoing sub clauses of this paragraph shall mean that JCF shall not be entitled to enforce any Guarantee against the Guarantor unless and until it shall first have sought and exhausted recovery against the Borrower provided that the Guarantor shall be given due credit for any sums recovered by action or otherwise against the Borrower
In the event that JCF seeks recovery of the Debt by means of enforcement of any Guarantee then save for the establishment of the Debt calculated in accordance with this Facility Letter the provisions of such Guarantee .shall be the only relevant instrument by which recovery is sought as against such individual
Provision of information
At quarterly intervals throughout the term the Borrower shall deliver management accounts to JCF if reasonably required by JCF
Within one month of the end of the Borrower's financial year the Borrower shall deliver draft accounts for the preceding year to JCF
Within six months of the end of its financial year a copy of the latest financial statements (consolidated where the Borrower has a subsidiary or subsidiaries), together with the financial statements of any subsidiary or subsidiaries of the Borrower shall be delivered to JCF for such year
The Borrower will comply with the requirements of paragraph 4 of the Terms and Conditions in respect of all financial information delivered to JCF hereunder
The Borrower will promptly deliver to JCF, on request, such information about any relevant person or the business, operations, assets, financial condition or prospects of any relevant person as JCF may reasonably require
The Borrower hereby irrevocably authorises JCF to disclose information relevant to the Debt to the Guarantor upon request at any time during the Term even if such Guarantor is no longer at the material time connected with the Borrower
Preparation of Information
in the preparation and provision of information pursuant to clause 8.1 above the Borrower will ensure that:
all management accounts shall include a profit and loss account, prepared in respect of the Borrower's financial year to date and a cash flow forecast for the following 3 months, and both shall contain a commentary from a director on the financial performance during that period including, in the case of the profit and loss account a comparison of actual performance to budgeted performance; and
if the Borrower's quarterly budget is required to be delivered to JCF at any time such quarterly budget shall include as a minimum standard
a projected profit and loss account (broken down on a week by week basis)
a cash flow forecast (broken down on a week by week basis); and
projected calculations in respect of the financial covenants set out herein
JCF reserves the right to engage auditors to verify any accounts by an independent third party auditor and the Borrower shall cooperate with such audit
Warranties, Undertakings and Indemnities
In relation to the Facility Letter
The Borrower hereby warrants that in relation to its entry into, execution and performance of this Facility Letter
by reference to its memorandum and articles of association and its objects clause it is fully authorised and empowered
all required consents and approvals, both internal and external, have been obtained
that neither the Borrower, its directors or any Guarantor are aware of any fact actually or potentially adverse to the Borrower's or any Guarantor's ability to perform its or their obligations hereunder
the Borrower, its directors/partners and Guarantors warrant that prior to the execution hereof they read the Facility Letter in its entirety and in full knowledge of its terms hereby declare that they proceed on the bases that
they know of no reason why the agreement (having regard to the totality of its provisions and the obligations created hereby) should not be entered into; and,
no circumstance existed immediately prior to execution hereof that constituted a misrepresentation (inadvertent or otherwise) the effect of which might cause JCF not to enter into the Facility Letter
the Borrower (through its directors/partners) is competent to enter into the Facility Letter
In relation to the Borrower and its assets
The Borrower hereby warrants that
it has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes, or where such defects could not otherwise reasonably be expected to have an adverse effect
the Borrower and its subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its subsidiaries does not infringe upon the rights of any other person
there are no actions, suits or proceedings by or before any arbitrator or authority pending against or, to the knowledge of the Borrower or its directors threatened against or affecting the Company or any of its subsidiaries as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in an adverse effect on the Company and its abilities to perform its obligations hereunder
The Borrower hereby undertakes that it will (and, if it has a subsidiary or subsidiaries, will ensure that such subsidiary or subsidiaries will) at all times:
maintain with a reputable independent insurance company or underwriter, appropriate and adequate insurance in relation to its operations and assets and to the extent as is usual for entities carrying on the same or substantially similar business or operations
If required by JCF the Borrower shall note its interest on the policy
permit any valuer instructed by JCF to inspect and value any assets comprised in JCF's security at any time and allow access to the relevant assets and all information held by it and its' subsidiaries (if any) in respect of those assets during business hours following notice from JCF, in each case at the cost of the Borrower
Future debt
The Borrower hereby guarantees to JCF that neither it or its subsidiaries will create any debt or enter into any obligation or commitment after the date of the Facility Letter without the prior written approval of JCF unless such borrowings or commitment in respect thereof are in existence as at the date of the Facility Letter
The Borrower will, on demand, pay to or reimburse JCF on a full indemnity basis for all legal, valuation, documentation and other fees, the costs (including any applicable VAT) incurred by JCF in connection with the Relevant Documents, including in respect of any amendment of any Relevant Document or any waiver, enforcement or preservation of JCF's rights under any Relevant Document
The Borrower will indemnify JCF on demand for any expense, loss or liability incurred by JCF as a consequence of any failure by the Borrower to comply with its obligations under the Facility Letter or any other Relevant Document
If, for any reason, any amount payable under the Facility Letter is paid or recovered (including by way of set-off) in a currency other than that in which it is required to be paid the Borrower will indemnify JCF on demand against (1) the full cost incurred by JCF of converting that sum into the currency in which it is required to be paid at the prevailing rate of exchange as JCF determines appropriate and (2) any shortfall in the amount to be paid under this letter following the application of such converted sum
Financial Covenants
The Borrower will ensure that at all times the following financial covenants are complied with:
that the Borrower shall be managed in accordance with all principles of prudent corporate and financial management
that the management of the Borrower shall be conducted by the Directors/Partners
that all external advisers are formally appointed and fully qualified and competent in the post occupied by them
Breach of the covenants in this paragraph 11 shall be both a Notifiable Event and an Act of Default
Act of Default
Events constituting an Act of Default are
any failure by the Borrower to make payments to the RCF Account as and when they fall due whether to JCF directly or to the Merchant Service Provider
the happening of a Notifiable Event
any failure by the Borrower to notify JCF of a Notifiable Event
Failure to comply with the Financial Covenants in clause 11
Failure to provide information within the meaning of clauses 9 and 10 hereof
breach of any obligation to repay the Debt or part thereof
an act of insolvency on the part of the Company, its directors, or the Guarantor or any of them
breach of the financial covenants herein
any attempt to notify Companies House that the sums due pursuant to any debenture have been satisfied when such is not the case
any attempt by a Guarantor to remove a Unilateral Notice registered against the title to property in his or her name pursuant to the provisions of the Facility Letter
An Act of Default shall be notified in writing by JCF to the Borrower and/or the Guarantor; failure to serve such notice however shall not negate or reduce the liability of any party
Upon service of a notice signifying an Act of Default the Borrower shall have a period of 7 days during which it may remedy the default; in case of remedy JCF shall withdraw such notice and the Borrower's period of default shall be over without giving rise to the right of JCF to terminate for material breach of contract
For the avoidance of doubt during any period of default the interest rate applicable shall be the Default Interest Rate
Notifiable Events
Without prejudice to the generality that the Borrower shall notify JCF of the happening of any event which may impact on its abilities to perform its obligations hereunder, the following are specific examples of Notifiable Events
the use of funds Drawn Down for any other purpose than as prescribed in the Facility Letter
any proceedings, statutory demand, demand for payment, calling in of any facility, judgment or order, brought or made against the Borrower, any of its directors/partners or a Guarantor
any adverse change in the credit rating or standing of either the Borrower or its directors/partners or Guarantors
the filing of accounts which show a deterioration in profit before tax by comparison with the preceding period
notice of any act by any third party which imperils or might have the tendency to imperil, the financial safety or well being of the Borrower or any of its assets
any change in the constitution of the Borrower or its board of directors or management panel
any adverse change in the circumstances of a Guarantor
any alteration to the pre contract information supplied by the Borrower or the Guarantor to JCF as set out in the Underwriter's Letter Certificate
The Borrower shall notify JCF of a Notifiable Event within two business days of the Borrower becoming aware of such event.
Data Protection, Alienation, Disclosure and Communications
Any information and data ("Data") provided by the Company or any Guarantor ("and or the Owner" within the meaning of the Data Protection legislation ) and used by JCF directly or indirectly in the performance of this Agreement shall remain at all times the property of the Owner and shall be identified, clearly marked and recorded as such by JCF on all media and in all documentation.
JCF shall take all reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of Data.
In the event of termination of this Agreement JCF shall (unless otherwise permitted or required by law) when directed to do so by an Owner erase all Data and all copies of any part of the Data from its systems save insofar as such Data is required for audit purposes but shall thereafter be destroyed as above.
JCF agrees to comply and have adequate measures in place to ensure that its staff comply at all times with the provisions and obligations contained in(as amended from time to time):
The Data Protection Act 1998
The Telecommunications (Data Protection and Privacy) (Direct Marketing) Regulations 1998
All personal data acquired by JCF from any individual shall only be used for the purposes of the Agreement and shall not be further processed or disclosed without the consent of the owner of such Data unless such further process is in accordance with the data protection legislation.
Nothing in the Agreement shall oblige any person to disclose any Data to JCF if it is of the view that to do so would be a breach of the Data Protection Act 1998
In fulfillment of its obligations under Clause 4.4 JCF will have in place and will maintain at all times information standards which will deal comprehensively with:
the protection of the confidentiality, integrity and security of all and any Data supplied to JCF by an Owner
the audit and accounting procedures to deal with the requirements of this clause
the reliability and training of staff to ensure awareness of (and compliance with) their obligations under this clause
any other measures and procedures to ensure that JCF's obligations under this clause are met.
JCF agrees to provide an Owner with such information and access to its premises (upon giving reasonable notice) as such Owner may reasonably require to satisfy itself that JCF is complying with the obligations referred to in this clause.
JCF shall take all reasonable steps to ensure that all its agents, partners and sub contractors comply with the all the provisions set out above whenever they are processing Data ancillary to this Agreement.
Alienation and Disclosure
The Borrower may not assign, transfer or otherwise deal any of its rights or obligations in respect of the Facility letter or the Facility or any other Relevant Document.
JCF may (1) assign any of its rights or benefits and/or (2) transfer by novation any of its obligations, under the Facility Letter or any other Relevant Document to another financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities and other financial assets or to any other person or persons and/or (3) otherwise deal with its rights, benefits and/or obligations under the Facility Letter or any other Relevant Document, in whole or in part.
JCF may enter into any sub-participation or any trust or contractual arrangement (or any other transaction under which payments are to be made by reference to the Facility Letter, any other Relevant Document or any Relevant Person) with any person in relation to the Facility Letter or any other Relevant Document.
JCF may disclose any information obtained at any time from whatever source relating to any Relevant Person, The Facility or any Relevant Document to (1) any of its associated companies (2) any actual or prospective assignee, transferee or participant, or persons with whom JCF enters into any such dealings (3) its auditors, advisers or applicable regulatory authorities, rating agencies and investors or any other person who enters or proposes to enter into any transaction with JCF in relation to the Facility Letter or any other Relevant Document (4) any other person in connection with a securitisation of all or any part of JCF's rights under the Facility Letter and any other Relevant Document or (5) anyone who needs such information in respect of such assignation, transfer, dealing or securitisation.
The Borrower undertakes to execute and to use its best endeavours to procure that any other Relevant Person executes, all documents (including amendments to the Facility Letter and any other Related Document) that JCF may reasonably require to give effect to such an assignation, transfer, dealing or securitisation and to ensure any related guarantee or security (if applicable) is also properly transferred.
Unless specifically agreed between the parties or otherwise provided for in any other Relevant Document, each notice, consent and other communication in respect of the Facility Letter will be:
in writing (which includes by email and fax)
Notices or communication shall be deemed effectively served or received
when sent to or served on the Borrower; when left at, or two Business Days after it is posted to, the relevant address or, in the case of a fax, on receipt by JCF of a fax confirmation sheet or, in the case of email, on receipt of the 'read' receipt; and,
If the time of service or transmission of any communication or notice hereunder does not fall on a Business Day, the communication or notice will be deemed effective on the first Business Day thereafter.
If any provision of the Facility Letter is or becomes illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining provisions will not be affected or impaired. Any failure by JCF to exercise, or delay in exercising, any right or remedy under the Facility Letter or any Relevant Document will not constitute a waiver of that right or remedy.
Third Party Rights- A person who is not a party to the Agreement (" a third party") shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce any of these conditions. Any right or remedy of a third party which exists or is available apart from the Act is not affected
Legal Relationship
Nothing in the Facility Letter shall be construed so as to create a partnership or joint venture between the parties or have the effect of making any employee of the Borrower a servant of JCF or of making any official of JCF an employee or servant of the Borrower.
Neither of the Parties shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other's behalf.
Partial enforceability - If any part of the Facility Letter is unenforceable, such unenforceability shall not affect the enforceability of the remainder thereof.
Waiver and variation,
No delay by JCF in enforcing or expressing any right, either arising out of the Facility Letter or any right in respect of any breach thereof by the Borrower, shall constitute a waiver of such right and be claimed as such by the Guarantor.
No waiver by JCF of any breach of the Borrower's obligations shall constitute a waiver of any other prior or subsequent breach.
Any variation of any provision of the Facility Letter must be effected in writing and issued by JCF. No purported variation by any other means shall bind JCF.
No statement in any publication issued by JCF constitutes a term of the Facility Letter, nor a representation in reliance upon which the Facility Letter has been entered into.
Jurisdiction and governing law The Agreement is subject to English law and to the exclusive jurisdiction of the courts of England and Wales.