General Terms and Conditions
V1.0 - 26 October 2025
These are the General Terms and Conditions referred to in the retailer agreement made between, among others, Shuffle Finance Limited (“Shuffle”, “we”, “us” and “our”) and the Obligors.
Interpretation
1.1 Terms defined in the Retailer Agreement shall have the same meaning when used in these General Terms and Conditions. In addition:
"Access Details"
means any access link to an Obligor’s Bank Account and third-party services (including, but not limited to, Xero, Quickbooks and such other accounts as we may agree with the Obligors’ Agent), provided by the Principal Client (on behalf of itself and each other Obligor) to us as part of the Application Process, either directly or via third-party authentication services.
“Accession Letter”
means a document substantially in the form set out in Appendix 1 (Form of Accession Letter) of the Retailer Agreement.
“Alternative Information”
means:
an Obligor’s monthly management accounts (provided within thirty (30) days after the end of each financial month); and/or
an Obligor’s annual financial statements (provided within one hundred and twenty (120) days after the end of each financial year); and/or
such other financial information as we may confirm in writing,
that we may accept (in our sole discretion), in lieu of the provision of Access Details.
“Alternative Information”
means:
an Obligor’s monthly management accounts (provided within thirty (30) days after the end of each financial month); and/or
an Obligor’s annual financial statements (provided within one hundred and twenty (120) days after the end of each financial year); and/or
such other financial information as we may confirm in writing,
that we may accept (in our sole discretion), in lieu of the provision of Access Details.
“Advance Amount”
means the Initial Advance Amount and any Revolving Advance Amount.
“Affiliate”
means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity; and for such purposes, "control" means the beneficial ownership of more than 50% of the issued share capital of an entity or the legal power to direct or cause the direction of the general management of such entity, and "controls", "controlled by" and "under common control" will be construed accordingly.
“Applicable Data Protection Laws”
means the UK GDPR, together with the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (as amended) and other data protection or privacy legislation in force from time to time in the United Kingdom.
“Application Process”
means the application process completed by each Obligor with us via the Shuffle Dashboard to enter into this Agreement or an Accession Letter (as applicable).
“Bad Acts Indemnity”
means the indemnity to be entered into by one or more of the directors and/or shareholders of the Obligor(s) in our favour on our request. For the avoidance of doubt, this indemnity shall not contain a personal guarantee for the liabilities of an Obligor’s obligations under this Agreement.
“Bank Accounts”
means the bank accounts of any Obligor in any signed Direct Debit Mandate, into which all Customer Receivables are deposited and from which we will initiate direct debits for the Direct Debit Payment Amount or any such other bank account as we may agree with an Obligor from time to time.
“Business Day”
means a day other than a Saturday, Sunday or public holiday in England and Wales.
“Consumer Credit Legislation”
means the Consumer Credit Act 1974, the Consumer Credit Act 2006 and any other relevant legislation or regulations including the FSMA Regulated Activities Order 2001/544, and The Consumer Credit Sourcebook (CONC) and other relevant made rules of the Financial Conduct Authority.
“Customer”
means:
a person with a Shuffle Account, who purchases goods or services from an Obligor at an Eligible Site using a payment card linked to their Shuffle Account; and
if we assign or novate any or all of our rights to receive any or all Customer Receivables or any Total Spend under Clause 23.3, any person with an account with such assignee or novatee, who purchases goods or services from an Obligor at an Eligible Site using a payment card linked to such account.
“Customer Receivable”
means any payment or monies paid or to be paid to an Obligor by any Customer (whether for goods or services and including service charges) at any of the Eligible Sites, including VAT and/or any other applicable tax or duty i.e. the aggregate value of the transactions made by Customers at the Eligible Sites and Scottish Customer Receivable means the same in respect of a Customer in Scotland with a contract governed by Scots law, in each case together with any rights in relation to such receivable (or underlying sales contract) including (i) the Obligor’s rights as an unpaid seller; (ii) the benefit of all insurances; and (iii) interest.
"Direct Debit Mandate"
means the document completed by the Obligors as part of the Application Process or otherwise, authorising us to originate direct debits from the Bank Accounts in the amount of the Direct Debit Payment Amount.
"Direct Debit Payment Amount"
means the amount that we are entitled to debit from the Bank Accounts which, for a particular day, will be the aggregate Total Spend of Customer Receivables paid to the Obligors by Customers since the last Direct Debit Payment Amount was paid to us (or, if it is the first Direct Debit Payment Amount, since the date of this Agreement).
"Eligible Sites"
means the eligible sites of each Obligor as specified in the Retailer Agreement and any Accession Letter, and any other sites an Obligor as agreed by Shuffle from time to time.
"Encumbrance"
means any mortgage, pledge, lien, collateral assignment, hypothecation, charge, assignment or deposit by way of security or any other agreement, debt or arrangement (whether conditional or not and whether relating to existing or to future assets), having the effect of providing a secured or preferential treatment to a creditor (including set-off, title retention, defeasance or reciprocal fee arrangements).
“Facility”
means each of:
the Initial Purchase Facility; and
the Revolving Purchase Facility.
“Forecast Test”
means the analysis conducted by us on each Test Date pursuant to Clause 9 to assess whether the rate of payment is sufficient to amortize the then-outstanding Total Repayment Amount within the Payment Horizon based on the payments made during the previous Test Period.
“Group”
means the Principal Client and its Affiliates (from time to time)
“Guarantee”
means the guarantee and indemnity to be entered into by one or more of the directors and/or shareholders of the Obligor(s) in our favour on our request.
“Initial Advance Amount”
means the cash amount which constitutes the initial purchase price that is being advanced to the Principal Client on or around the date of this Agreement for the purchase of the Customer Receivables in accordance with this Agreement, as specified in the Retailer Agreement.
“Initial Purchase Facility”
means the purchase facility made available under this Agreement as described in Clause 3 (Initial Purchase Facility).
“Initial Repayment Amount”
has the meaning given to that term in the Retailer Agreement.
“Obligors”
means, together, the Principal Client and the Opcos.
“Obligors' Agent”
means the Principal Client, in its capacity as obligors’ agent pursuant to Clause 2.
“Party”
means a party to this Agreement.
"Privacy Policy"
means our privacy policy from time to time which each Obligor has acknowledged during the Application Process and which is available for reference via the Shuffle website at https://www.shuffle.finance/privacy-policy
“Request”
has the meaning given to that term in Clause 5.3.
"Retailer Information"
means the Principal Client Information and the Opco(s) Information set out in the Retailer Agreement and in any Accession Letter.
“Reversion Rate”
means, subject to Clause 10.2, a rate of 1.12.
“Revolving Advance Amount”
means the cash amount which constitutes the purchase price that will be advanced to the Principal Client following a Request for the purchase of the Customer Receivables in accordance with this Agreement, as specified in a Request.
“Revolving Advance Period”
means the period commencing on the day the Revolving Facility Limit is greater than zero and ending on the last day of the Term.
“Revolving Facility Limit”
means the maximum aggregate amount specified by us to the Principal Client on the Shuffle Dashboard that the Principal Client may access under the Revolving Purchase Facility at any time, which will fluctuate as the Principal Client makes drawdowns and repayments, subject to maintaining required data connections and not breaching other key conditions. For the avoidance of doubt, the Revolving Facility Limit may be zero.
“Revolving Purchase Facility”
means the revolving purchase facility made available under this Agreement as described in Clause 4 (Revolving Purchase Facility).
“Revolving Repayment Amount”
means the aggregate amount the Obligors will jointly and severally owe us under the Revolving Purchase Facility in consideration of payment of each Revolving Advance Amount and as specified on the Shuffle Dashboard.
"Shuffle Account"
means a Customer’s personal account with Shuffle used to access Shuffle services.
“Shuffle App”
means the electronic (mobile or web-based) application through which Customers can access their Shuffle Account.
“Supporter”
means any person that has granted a Bad Acts Indemnity or a Guarantee in our favour.
"Term"
means the term of this Agreement, which begins on the date of this Agreement and ends on the date on which we confirm to the Principal Client in writing that the Total Repayment Amount and any other monies, amounts or obligations owed to us have been paid to us in full or, if earlier, the date on which this Agreement is terminated in accordance with its terms.
“Test Date”
means:
the date falling one (1) Business Day after the end of the Ramp Up Period; and
thereafter, the date falling 6 months after the previous Test Date,
provided that if such Test Date does not fall on a Business Day, the Test Date shall be the next Business Day.
“Test Period”
means, in respect of each Test Date, the six-month period immediately preceding that Test Date.
"Total Repayment Amount"
means the aggregate of:
the Initial Repayment Amount; and
the aggregate of each Revolving Repayment Amount,
representing the total amount we will debit from the Bank Accounts in accordance with the terms of this Agreement.
For the avoidance of doubt, the Total Repayment Amount excludes any additional fees, liabilities or other amounts which may become due to us pursuant to any provision of this Agreement.
“Total Spend”
means the amount (inclusive of VAT) paid by a Customer to the Obligors.
“UK GDPR”
means the General Data Protection Regulation (EU) 2016/679 as it forms part of domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018, with adjustments as provided in the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.
“VAT”
means value added tax chargeable in the UK.
1.2 In this Agreement
references to clauses are to the clauses of this Agreement;
clause headings are inserted for ease of reference only and do not affect construction;
a reference to "this Agreement" or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as amended, varied, supplemented, restated or novated (in each case, other than in breach of the provisions of this Agreement) from time to time;
any reference to a "person" or "persons" in this Agreement includes any natural person, corporation, limited liability company, firm, partnership, limited partnership, trust, cooperative, any other entity or other unincorporated association or body (whether or not having separate legal personality);
a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and will include all subordinate legislation made from time to time under that statute or statutory provision;
a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
any phrase introduced by the words including, includes, in particular or for example, or any similar phrase, will be construed as illustrative, as if followed by the words “without limitation", and will not limit the generality of the related general words;
any obligation on a party not to do something includes an obligation not to allow that thing to be done;
an event (howsoever defined) continuing is to that event having occurred (and, for the avoidance of doubt, any applicable grace period having expired) but not having been waived; and
a reference to writing or written includes email and an electronic message presented on the Shuffle Dashboard.
Obligors' Agent
Each Opco by its execution of the Retailer Agreement (or an Accession Letter incorporating this Agreement) irrevocably appoints the Principal Client (acting through one or more authorised signatories) to act on its behalf as its agent in relation to this Agreement and irrevocably authorises:
the Principal Client on its behalf to supply all information concerning itself contemplated by this Agreement to us and to give all notices and instructions (including Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Opco notwithstanding that they may affect the Opco, without further reference to or the consent of that Opco;
Shuffle to give any notice, demand or other communication to that Opco pursuant to this Agreement to the Principal Client on its behalf, and in each case the Opco shall be bound as though the Opco itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or as the case may be, given or received the relevant notice, demand or other communication; and
every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors' Agent or given to the Obligors' Agent under this Agreement on behalf of an Opco or in connection with this Agreement (whether or not known to any Opco) shall be binding for all purposes on that Opco as if that Opco had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors' Agent and any Opco, those of the Obligors' Agent shall prevail.
Initial Purchase Facility
We agree to make available to the Principal Client a sterling purchase facility in an aggregate amount equal to the Initial Advance Amount, subject to the terms of this Agreement.
The Initial Purchase Facility is committed from the date of this Agreement.
We will pay the Initial Advance Amount via electronic bank transfer to the Bank Account of the Principal Client or to the Bank Account of an Opco as nominated by the Principal Client.
The Initial Purchase Facility is only available on the date of this Agreement.
Revolving Purchase Facility
We agree to make available to the Obligors a sterling revolving purchase facility in an aggregate amount not exceeding the Revolving Facility Limit from time to time, subject to the terms of this Agreement.
The Revolving Purchase Facility is uncommitted from the date of this Agreement.
If we accept a Request, we will pay each Revolving Advance Amount via electronic bank transfer to the relevant Obligor’s Bank Account.
The Revolving Purchase Facility is, subject to the terms of this Agreement, available during the Revolving Advance Period provided that no Termination Event has occurred.
Utilisation
By entry into this Agreement, the Principal Client agrees to utilise the Initial Purchase Facility in an aggregate amount equal to the Initial Advance Amount.
During the Revolving Advance Period, we may advise the Principal Client or any other Obligor of the initial Revolving Facility Limit (and the corresponding Revolving Repayment Amount) available for the Obligors to utilise as at that date.
In accordance with the terms of this Agreement, an Obligor (or the Principal Client on its behalf) may request to utilise the full amount of the Revolving Facility Limit (as at that date) in writing to us (“Request”), and upon making a Request, it agrees to the utilisation of the Revolving Purchase Facility if we accept the Request.
From time to time, we may advise the Principal Client or any other Obligor of any update to the Revolving Facility Limit available and an Obligor (or the Principal Client on its behalf) may draw down such amount each time it is updated by making a further Request. If the Revolving Facility Limit is increased by Shuffle, the amount the Obligors (in aggregate) may request to draw down must be the full amount of the available Revolving Facility Limit available at the time of such Request.
Notwithstanding the uncommitted nature of the Revolving Purchase Facility, no drawdown will be processed unless the conditions precedent set out in Clause 7 (Conditions) have been satisfied or waived by us in accordance with this Agreement.
Assignment
Each Obligor, in consideration for us making the Facilities available, hereby assigns of all its rights, title and interest in and to each Customer Receivable (or in the case of each Scottish Customer Receivable an absolute warrandice). Each Obligor agrees that all the rights, title and interest in and to each such Customer Receivable and Scottish Customer Receivable (on the date of such Customer Receivable or Scottish Customer Receivable coming into existence) will automatically and without further act or deed by that Obligor be irrevocably and unconditionally assigned to, owned by and vested solely in us.
Each Obligor will hold on trust for our benefit:
any right, title or interest in and to any Customer Receivable or Scottish Customer Receivable we purchase from it which for any reason has not been assigned to, transferred to, or vested in, us and in the case of a Scottish Customer Receivable that you will hold on trust for us absolutely all of your right, title and interest to such Scottish Customer Receivable and all proceeds of it separate from your own monies howsoever such proceeds may arise; and
any Customer Receivables and Scottish Customer Receivables which that Obligor may receive or hold at any time.
Customer Receivables and Scottish Customer Receivables will be deemed to be assigned by the Obligor to us in the chronological order in which they fall due for payment by each Customer.
Any interim satisfaction of the Initial Repayment Amount or Revolving Repayment Amount (as applicable) of one or more Advances or any amount due and payable to us under this Agreement will not terminate the assignments contemplated in Clause 6.1.
Any Total Spend of each Customer Receivable or Scottish Customer Receivable received by us will be applied against amounts you owe to us in such order as we shall, in our absolute discretion, decide.
Each Obligor will promptly, on our request, and at its own expense, take any step and/or sign or procure the signing of any document that we reasonably require to give effect to the assignment of any Customer Receivable or Scottish Customer Receivable.
Each Obligor acknowledges and agrees that:
subject to the terms above, this Agreement constitutes an agreement between each Obligor and us for the assignment in and to all the rights, title and interest of each Customer Receivable and, in the case of a Scottish Customer Receivable an absolute warrandice and if you assign your right, title and interest in respect of a Scottish Customer receivable to us, you are constituted as trustee for us to hold such right, title and interest in respect of that Scottish Customer Receivable in trust for us until we have received all sums due to it in respect of such Scottish Customer Receivable or we complete our title to such Scottish Customer Receivable, whichever is earlier. We acknowledge intimation of the trust described above. If requested by us you will, at your expense, give notice to any person of this trust and any payment in respect of the relevant Scottish Customer Receivable be made to us;
the relevant Advance Amount represents all of the purchase price and consideration payable by us to the Principal Client or other Obligor for the purchase by us from each Obligor of all the rights, title and interest in and to each Customer Receivable;
the Total Repayment Amount represents all of the consideration payable by the Obligors (jointly and severally) to us for the provision of, and the cost of making available, the Initial Advance Amount to the Principal Client and each utilised Revolving Advance Amount to the Principal Client in accordance with this Agreement; and
the entry into this Agreement would promote the success of each relevant Opco because:
it is expected the Principal Client shall on-lend Advances (at its discretion and in different amounts) to each Opco;
notwithstanding that an Opco may assign Customer Receivables or, if applicable, a Scottish Customer Receivable for a lower rate or for less cash consideration than another Opco, the entry into this Agreement shall also be for the benefit of its members as a whole because it is considered that the overall financial strength of the Group as a whole would benefit; and
accordingly, entry into this Agreement would directly impact that ability of that Opco to continue trading and securing commercial relationships with customers.
Conditions
It is a condition of our agreement to make any Facility available, that the Pre-Conditions set out in the Retailer Agreement are satisfied, in each case to our satisfaction, or waived by us and each Obligor has provided any other authorisation, document, evidence or assurance which we consider to be necessary or desirable in connection with the entry into and performance of this Agreement.
Additionally, we may request the entry by certain of the key persons of any Obligor into a Bad Acts Indemnity. We may also request such key persons enter into a separate Guarantee. We note that such a person should have had the opportunity to seek independent legal advice about the granting of a Bad Acts Indemnity and/or a Guarantee or both and their obligations under such documents.
If in our opinion any one or more of the conditions in Clauses 7.1 or 7.2 (as applicable) cannot or will not be satisfied, we may terminate this Agreement with immediate effect by giving notice to you in writing. We will have no liability to you or any other person arising from the exercise of such right to terminate, and on such termination, we will have no further obligations to you or any other person under or in connection with this Agreement.
Payments to be made to us
Each Obligor agrees to act as our duly authorised agent for administering the Customer Receivables received by it that we purchase under this Agreement for our benefit and at each such Obligor’s expense, including receiving and holding the Customer Receivables received by it on trust for us in its Bank Account. Each Obligor’s appointment as our agent may be varied or terminated by us at any time. No Obligor shall hold itself out as our agent for any other purpose.
In accordance with Clause 8.1 above, each Obligor authorises us to originate a direct debit or debits from its Bank Account so we can receive the Direct Debit Payment Amount on each day a Customer Receivable is received by it (or such dates and at such times as we may agree in our discretion require). We may originate direct debits from each Obligor’s Bank Account and receive and retain the Direct Debit Payment Amounts for the duration of the Term. Each Obligor shall maintain any such direct debits.
We are not obliged to return or refund any Direct Debit Payment Amount (or part thereof) if any Customer Receivables (or any part thereof) are subject to refund, cancellation, return or dispute.
We will notify the Principal Client periodically during the Term, by email or through the Shuffle Dashboard, of the individual transactions representing each Direct Debit Payment Amount, and once the Total Repayment Amount has been paid to us in full.
If an Obligor initiates a chargeback on any amounts we debit from it in accordance with this Agreement, the amount of such chargeback will be added back to the Total Repayment Amount.
Any certification or determination by us of a rate or amount under this Agreement or related document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
Performance Testing
Following the expiration of the Ramp Up Period, we shall conduct payment forecast testing on each Test Date.
The purpose of each test is to assess whether, based on the amount of Customer Receivables actually received by us during the relevant Test Period, the projected monthly payment rate is sufficient to satisfy the then-outstanding aggregate Total Repayment Amount in full within the Payment Horizon.
A Forecast Test shall be deemed to have failed if the average payment rate during the Test Period is not sufficient, in our reasonable opinion, to result in full payment of the outstanding Total Repayment Amount within the Payment Horizon.
In the event a Forecast Test fails for each Test Period expiring during the Initial Analysis Period, Clause 10 (Structured Repayment) shall apply.
If, on any Test Date we assess that the rate of Customer Receivables actually received by us demonstrates the Total Repayment Amount will fully amortize over a period in excess of 24 months from that Test Date, we may, in our discretion, notify you that Clause 10 (Structured Repayment) shall apply.
Structured Repayment
If this Clause 10 applies:
no Obligor shall be permitted to make a Request on or from the date this Clause applies;
the amount the Obligors are due to pay under this Agreement (excluding any additional fees, liabilities or other amounts which may become due to us pursuant to any provision of this Agreement) in respect of the Facilities shall crystalise on the date this Clause applies and shall be equal to the aggregate of the outstanding amounts of the Advance Amounts multiplied by the Reversion Rate (the “Reversion Amount”); and
we shall, promptly after the date this Clause applies, implement a fixed payment plan with you in respect to the Reversion Amount.
If we are subject to any reduction in the rate of return from a Facility as a result of our own capital, we may notify you of such change and, as a result, any change in the Reversion Rate.
Exclusivity
Each Obligor agrees, on behalf of itself and all of its Affiliates, not at any time during the Term to become part of any Rewards Programme without our prior written consent.
For the purposes of this Agreement, “Rewards Programme” includes any third-party business, program, agreement, or arrangement, including but not limited to those listed in the Retailer Agreement, which offers or markets discounts, rebates, cashbacks, incentives, or any form of benefit or reward in connection with an Obligor or any of its Affiliates, but excluding:
paid advertising where no discount, rebate, incentive, or reward of any kind is offered; and
where any Obligor or any of its Affiliates advertise their own discounts, provided this is only through channels owned or controlled by an Obligor or any of its Affiliates.
The list of Rewards Programmes in the Retailer Agreement is not exhaustive and each Obligor must seek our prior written consent before engaging in any program, agreement, or arrangement that could reasonably be considered a Rewards Programme.
If an Obligor or any of its Affiliates wish to run a single promotional campaign, they must seek our prior written consent which we will not unreasonably withhold.
Marketing
Each Obligor gives us (i) permission to market our relationship with it and the goods and/or services they sell or provide, for the purpose of acquiring Customers and for any other promotional, advertising, public relations or marketing purposes in any media; and (ii) a non-exclusive, worldwide, royalty-free licence (with the right to sublicense to affiliates and marketing partners) to use, reproduce, adapt, publish, and display any content created or posted by an Obligor on social media or online platforms, for advertising and promotional purposes in any media. Such permission or licence does not affect the rights we have under any previously executed non-disclosure agreement or similar agreement between any of the Parties.
Each Obligor will provide to us any material we request to help with marketing our relationship with it and the goods and/or services they sell or provide, including:
logos, brand marks and/or trade marks;
a description of their business
opening hours and general information; and
photos of the premises and popular goods and/or services.
Each Obligor confirms that they are the owner of, or have all necessary rights or consents to use and to license to us and our Affiliates, any and all intellectual property rights in the materials provided, including logos, brand marks, trade marks, descriptions, images, photos, name/handle and any personal data. Each Obligor authorises us and our Affiliates to use, reproduce, modify, and distribute all such materials, along with any associated intellectual property rights during the Term for the purposes set out in Clause 12.1, provided that such intellectual property rights will as between the Parties remain the property of the relevant Obligor.
Each Obligor warrants that use of materials under this clause will not infringe third-party rights, breach data protection laws, platform terms or advertising regulations and shall indemnify us and our Affiliates against all losses, damages, and costs arising from any claim relating to the use of such materials.
Use of Access Details
Each Obligor authorises us to:
use their Access Details; or
if we have accepted Alternative Information in lieu of Access Details, use the Alternative Information, for the following (but not exhaustive) purposes:
information-gathering and monitoring to verify and confirm receipt by an Opco of Customer Receivables;
to ensure and confirm that the Total Repayment Amount is transferred to us in accordance with this Agreement;
to retrieve information and perform any action required by us to ensure that each Obligor is in compliance with this Agreement;
information-gathering and monitoring to verify and confirm we do not have any reasonable grounds to suspect that any Obligor has committed fraud or been involved in money laundering and/or other criminal activities; and
to underwrite future product offers we might (but are not obligated to) make to an Obligor.
The authorisation set out in this Clause 13 will be effective until such date as we notify the Principal Client that we have received the Total Repayment Amount together with any additional fees, liabilities or other amounts which are payable by any Obligor to us under this Agreement. In addition, each Obligor agrees to provide any information requested by us in respect of their business, the Customer Receivables or otherwise in connection with this Agreement after such date, where we require such information in connection with the laws or regulations of any country to which our or any of our Affiliates’ affairs are subject, the rules of any listing authority or stock exchange on which our or any of our Affiliates’ shares are listed or traded and/or an order of any court of competent jurisdiction or any request by a regulatory (including in connection with a regulatory audit or examination), judicial, governmental or similar body or any taxation authority of competent jurisdiction and, for the avoidance of doubt, this obligation will survive the termination of this Agreement.
Data Protection and Privacy
By entering into this Agreement, each Obligor acknowledges that we and/or any of our Affiliates may collect, use, store, and process certain personal data provided by them in the manner described in the Privacy Policy. In processing such personal data we and our Affiliates will abide by all applicable privacy laws, including the Applicable Data Protection Laws, and will implement appropriate technical and organisational measures to protect such personal data as we / they may collect.
Specifically, each Obligor acknowledges that we and/or our Affiliates use third party data providers (“Data Providers”) to gather data about the Obligors from financial institutions, whether through the Access Details, Alternative Information or otherwise. If an Obligor links a bank account during the Application Process or otherwise in connection with the offer to the Principal Client, the Data Providers will collect data directly from the financial institution(s) that Obligor shall specify. Each Obligor grants the Data Providers and us the right, power, and authority to collect such data and/or to act on behalf of that Obligor from the financial institution(s). Each Obligor also acknowledge that we may be provided with personal or financial information about them, such as financial statements or bank statements. Such personal and financial information, whether obtained directly from the Obligor or from Data Providers will be collected, used, transferred, stored, and processed in accordance with our Privacy Policy and, where relevant, any other terms the Obligors agree to with the Data Providers. Each Obligor gives us permission to use its data for the purposes of: i) evaluating its eligibility for any current or future offers; ii) servicing and collections activities related to any financial services they have received, including but not limited to determining the amount of funds available in their Bank Account, or determining whether to limit or terminate an offer made to it; iii) detecting, investigating and reporting fraud or alleged fraud; iv) our compliance obligations and programmes; and v) internal analytics, credit modelling and product development.
Representations and Warranties
Each Obligor represents and warrants to us on the date of this Agreement and on each date on which a Customer Receivable is sold and purchased pursuant to Clause 6 (Assignment) that:
they are entering this Agreement wholly for the purposes of a business carried on and not as a consumer for the purposes of the Consumer Credit Legislation or otherwise;
they are duly incorporated, and validly existing, under the laws of a jurisdiction within England and Wales;
their execution, delivery and performance of this Agreement has been duly authorised and approved by all necessary corporate action;
their entry into this Agreement does not conflict with any law or regulation or any term or provision of any of their constitutional documents, or any other agreement to which they are a party;
they have not suspended, or threatened to suspend, payment of their debts, they are not unable to pay their debts as they fall due, they have not admitted inability to pay their debts and are not deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case within the meaning of section 123 of the Insolvency Act 1986;
they are not the subject of a winding up petition, application or order;
they have the power and authority to enter into and perform all of their obligations under this Agreement without the consent of any other person, including without limitation, the power and authority to irrevocably assign to us all the rights, title and interest in and to each Customer Receivable;
they have the power to own their assets and carry on their business as it is being conducted;
the obligations expressed to be assumed by them in this Agreement are legal, valid, binding and enforceable obligations;
the Retailer Information is true and accurate in all respects and there has been no adverse change since the Retailer Information was provided;
subject to the terms of this Agreement, they are the sole legal and beneficial owner of each of their Customer Receivables and, if applicable, their Scottish Customer Receivables;
if we have accepted the provision of Alternative Information in lieu of Access Details, such Alternative Information fairly represents the financial condition of the relevant Obligor as at the date to which they were drawn up and since the date of the provision of the most recent Alternative Information there has been no material adverse change in their assets, business or financial condition;
we are entitled to access their Bank Account, and their Bank Account from which we will initiate direct debits for the Direct Debit Payment Amount supports and is compatible with payment by way of BACS direct debit in the manner contemplated by the Direct Debit Mandate and the terms of this Agreement;
the Customer Receivables and ,if applicable, the Scottish Customer Receivables are free and clear of all claims or Encumbrances of any kind and transferable as envisaged in the Agreement;
they have all licenses, permits, approvals, consents and authorisations as necessary for the operation of their business, and all of the foregoing are valid and in full force and effect;
no litigation or other proceedings are pending before any court or other body (including any arbitrator) which, if successful, could have a material adverse effect on their business;
none of the circumstances described in Clause 19.2(d) applies to a member of the Group;
they are resident for tax purposes only in England and Wales and have paid all necessary taxes;
they currently have and will maintain insurance in such amounts and against such risks as are customary and necessary to protect their business;
they have fully disclosed to us all facts in relation to their business, their Customer Receivables, Scottish Customer Receivables and the future payment of Customer Receivables and Scottish Customer receivables by their customers as are material and which ought to be known to any person considering the entry into an agreement for the assignment of Customer Receivables and Scottish Receivables from them in the nature of this Agreement; and
they are solely responsible for determining the suitability for their business of this Agreement and the arrangements for which it provides and which it contemplates.
Your Obligations
The Principal Client agrees that it will throughout the Term use each advance under each Facility for either its business purposes or to on-lend to the Opcos only and each Obligor acknowledges that we are not bound to monitor or verify the application of any Advance.
Each Obligor agrees not use any Advance for any purpose which would, in our sole discretion, be considered contrary to our anti-money laundering and “know-your-customer” policies.
Each Obligor shall, within 3 Business Days of demand, indemnify us from any costs associated with the conversion of any currency into sterling as a result of a Customer making a payment in a currency other than sterling.
Each Obligor shall comply in all respects with this Agreement.
No Obligor shall materially change the nature of the business that it conducts from the type of business originally disclosed to us during the Application Process and it conducts business substantially in accordance with past practices.
No Obligor shall sell, dispose, convey or otherwise transfer any interest in its business or assets outside of the ordinary course of business without our prior written consent. Without limiting the Geneal nature of this Clause, no Obligor shall sell, dispose, convey or otherwise transfer any Eligible Site other than:
to another Obligor, provided it has given Shuffle no less than 10 Business Days’ notice of such transfer; or
with the prior written consent of Shuffle.
No Obligor shall sell, assign, transfer, convey or otherwise dispose of the Customer Receivables received by it, its assets or business or take any action that would interfere with our right to receive the Customer Receivables or access any of the Customer Receivables in its Bank Account.
Each Obligor shall maintain insurance in such amounts and against such risks as are customary and necessary to protect its business, not reduce any such existing insurance coverage, and promptly show proof of such insurance to us on request.
No Obligor shall take any intentional action that would impair the receipt by us of Customer Receivables in accordance with this Agreement.
Each Obligor shall ensure receipt from its customers of all Customer Receivables owed to it diligently and promptly in accordance with applicable law and no less diligently or promptly than evidenced by its past practices.
No Obligor shall create, agree to or otherwise allow the creation of any claim or Encumbrance of any kind with respect to any of its Customer Receivables, its Bank Account or any of its other assets, and not enter into any account control agreement related to its Bank Account.
Each Obligor shall notify us prior to entry into any new borrowing arrangement (or any arrangement having the effect of a borrowing) with any third party.
Each Obligor shall cause all Customer Receivables received by it to be deposited into its Bank Account and, as our agent, hold the Customer Receivables we purchase, on trust for us.
Each Obligor shall diligently and promptly account for and report to us all payments and monies received by it in connection with any and all of its Customer Receivables.
No Obligor shall divert any Customer Receivables received by it from its Bank Account, or otherwise cause any Customer Receivables received by it to be transferred to or otherwise held or deposited in any account other than its Bank Account.
No Obligor shall cancel its Direct Debit Mandate, close its Bank Account or deny us, remove or reduce our access such accounts, or instruct or, except to the extent required by applicable law, allow any bank or other person to close such Bank Account or deny us, remove or reduce our access to such accounts.
Each Obligor shall ensure that its Bank Account from which we will initiate direct debits for the Direct Debit Payment Amount supports and is compatible with payment by way of BACS direct debit in the manner contemplated by the Direct Debit Mandate and the terms of this Agreement.
Each Obligor shall keep its Access Details valid and up to date at all times and advise us immediately of any changes to its Bank Account and/or any information which it has provided to us at any time in connection with this Agreement, including during the Application Process.
Each Obligor confirms that, if we have accepted the provision of Alternative Information in lieu of Access Details, such Alternative Information shall be in form satisfactory to us and are prepared in accordance with generally accepted accounting principles in the United Kingdom.
Each Obligor shall provide any information requested by us in respect of its business, its generation of Customer Receivables, the payment of Customer Receivables to it and/or the receipt by us of its Customer Receivables in accordance with this Agreement.
No Obligor shall take any steps to avoid, reduce or circumvent its (or any other Obligor’s) obligations under this Agreement, including without limitation by taking any action (or omitting to take any action) that might discourage or block its customers’ payment in respect of any Customer Receivables to it and/or that might inhibit or impair our ability to receive or transfer the Direct Debit Payment Amount, the Total Repayment Amount and/or any other amounts to which we are entitled under this Agreement when they become due and payable.
Each Obligor will inform us immediately if it is, or are likely to become, in breach of any of the obligations set out in this Clause 16.
Indemnity
Without prejudice to any other indemnities contained in this Agreement, each Obligor irrevocably agrees to jointly and severally indemnify us and our Affiliates on demand and hold us and our Affiliates harmless against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all legal costs (calculated on a full indemnity basis) and all other professional costs and expenses including legal expenses) suffered or incurred by us and/or our Affiliates arising out of or in connection with a breach by it (including any of its employees, advisors or directors) of this Agreement; any actual or alleged infringement, violation or misappropriation of a third party’s intellectual property or proprietary rights; gross negligence, fraud or intentional misconduct; violation of applicable law; and/or against any third party claims arising from or in connection with this Agreement.
Liability
Nothing contained in this Clause 18 will limit any Party’s liability for:
death or personal injury resulting from that party’s negligence; or
fraud committed by that party.
Subject to Clause 18.1, we will not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
any economic losses (including loss of revenues, profits, contracts, business or anticipated savings);
any loss of goodwill or reputation; or
any special or indirect or consequential losses in any case, whether or not such losses were within the contemplation of any Obligor or us at the date of this Agreement or were suffered or incurred by any Obligor arising out of or in connection with this Agreement.
Subject to Clause 18.1, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited in aggregate to an amount equal to the Total Repayment Amount.
Term and Termination
This Agreement will take effect on the date of this Agreement and continue for the Term.
"Termination Event" will mean any of the following:
a material breach of this Agreement by any Obligor (and without limitation or prejudice to any other clause in this Agreement, a breach of any of the following clauses will constitute a material breach: 8.2, 15 and 16.1);
without limiting the foregoing, any of the following events or circumstances:
we are unable to receive any Direct Debit Payment Amount from any Obligor for a period of at least five (5) Business Days after we are entitled to receive it;
any representation, warranty or statement made by an Obligor in this Agreement or any other document delivered by an Obligor in connection with this Agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to be made;
we inform the Principal Client that the Shuffle App has ceased operating, or shall cease operating;
if the Forecast Test under Clause 9 is failed on any Test Date following the expiry of the Initial Analysis Period;
we have reasonable grounds to suspect that an Obligor (including any of its employees or directors) has committed fraud or been involved in money laundering and/or other criminal activities;
any Obligor ceases to be a member of the Group;
any Obligor initiates chargebacks on amounts we debit from it without providing a valid reason; and/or
it is or becomes unlawful for us to purchase any Customer Receivable and/or to maintain and perform our obligations under this Agreement or, in our opinion, to do so would give rise, or be reasonably likely to give rise, to us being subject to action or censure from any government, regulatory or enforcement agency; and
any Obligor’s indebtedness is not paid when due nor within any originally applicable grace period; any of its indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); any commitment in respect of any of its indebtedness is cancelled or suspended by a creditor as a result of an event of default (however described); and/or any of its creditors becomes entitled to declare any indebtedness due and payable prior to its specified maturity as a result of an event of default (however described);
any Obligor ceases to do business, suspends, or threatens to suspend, payment of its debts; it is unable to pay its debts as they fall due, has admitted inability to pay its debts or is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case within the meaning of section 123 of the Insolvency Act 1986; and/or an Obligor is the subject of a winding up petition, application or order, has a receiver, manager, administrator, examiner, or similar officer appointed in respect of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt, or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction to which we have previously agreed in writing), enters into liquidation (whether compulsory or voluntary), or suffers or undergoes any analogous process to the above in any jurisdiction;
any Supporter dies or become incapable of managing and administering its property and affairs by reason of lack of capacity (within the meaning of the Mental Capacity Act 2005) or an application is made by the Supporter to the Bankruptcy Adjudicator, any petition is presented or an order made (whether by the Court or the Bankruptcy Adjudicator) or analogous proceedings are taken for the Supporter’s bankruptcy;
enforcement of any Encumbrance over any of the assets of any Obligor; and
Shuffle ceases trading.
On the occurrence of a Termination Event, we may elect to do one or all of the following:
require that an Obligor (or each Obligor) immediately repurchases all the rights, title and interest in and to each Customer Receivable originated by it which, as at that time, has been (or is contractually obliged to be) assigned to, is owned by and is vested in us and pay to us the outstanding amount of the Total Repayment Amount in consideration thereof (the “Repurchase Price”). Each Obligor authorises us to originate a direct debit or debits from its Bank Account in order for us to receive the Repurchase Price (or any part of it) as described in this Clause 19.3(a), and this authorisation will continue until the Repurchase Price has been paid to us in full. When the Obligors have jointly paid the Repurchase Price in full to us for such Customer Receivables, all the rights, title and interest in and to the Customer Receivables will be reassigned to the Obligors. For the avoidance of doubt, each Obligor shall be jointly and severally liable to pay the Repurchase Price;
implement a fixed payment plan with respect to any portion of the Total Repayment Amount that remains unpaid;
engage the services of third parties to recover any of the Total Repayment Amount;
instigate legal proceedings against any Obligor to recover any of the Total Repayment Amount that we have not received from any Obligor;
terminate any agency in Clause 8.1; and
terminate this Agreement immediately on giving notice to the Principal Client, or on such other date as we may specifically state in such a notice.
For the avoidance of doubt, we shall not be deemed to have waived our right to accelerate, terminate, or demand payment of any amounts outstanding under this Agreement solely by reason of not exercising such rights immediately upon the occurrence of a Termination Event, nor shall any subsequent cure or remedy of such Termination Event (to the extent permitted) be deemed to prejudice or limit our rights to enforce the consequences of such Termination Event in accordance with the terms of this Agreement.
The fees, costs and expenses (including legal fees) incurred by us in connection with a Termination Event pursuant to Clause 19.2 will be borne by the Obligors, jointly and severally.
Termination of this Agreement will not affect any of our rights and remedies that have accrued as at the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
The following Clauses will survive any termination of this Agreement for any reason and/or expiration of the Term: Clause 1 (Interpretation), Clause 8 (Payments to be Made to us), Clause 13 (Use of Access Details), Clause 15 (Representations and Warranties), Clause 17 (Indemnity), Clause 18 (Liability), Clause 21 (Confidentiality), Clause 22 (Notices), Clause 23 (Assignment) and Clause 24 (Miscellaneous), along with any other provisions of this Agreement to the extent necessary to interpret any of such clauses.
If we are unable to receive payment in relation to any Customer Receivables we purchase or are otherwise unable to debit an Obligor’s Bank Account in respect of any Direct Debit Payment Amount or any other monies owed to us, each Obligor authorises us to (i) debit or set-off any Direct Debit Payment Amount or any other monies owed to us from future Customer Receivables processed for or received by them and/or (ii) change the designated payment method to a method of our choosing (such change to be notified to the Principal Client, which may include by email or by reflecting this in the Shuffle Dashboard).
If we are unable to receive payment in relation to any Customer Receivables we purchase or are otherwise unable to debit an Obligor’s Bank Account in respect of any Direct Debit Payment Amount or any other monies owed to us, we may engage the services of third parties (including any of our Affiliates) to recover any of the Total Repayment Amount, in which case, each Obligor agrees:
to make payments to the designated third party when they become due and payable;
to comply with additional instructions and methods as required by the designated third party;
to execute any necessary authorisation in order for such payments to be made; and
that any such designated third party is authorised to make any such debit to its Bank Account, provided that such designated third party gives the relevant Obligor (or the Principal Client as Obligors’ Agent) reasonable notification of any alternative payment timing and instructions.
VAT
If VAT is chargeable on any supply made by us to an Obligor under this Agreement the Obligors shall jointly and severally be liable to pay to us (in addition to, and at the same time as, paying the consideration) an amount equal to the amount of the VAT and we will promptly provide an appropriate VAT invoice to the Principal Client (as Obligors’ Agent).
The Obligors will remain responsible for accounting for VAT of any transactions contemplated by this Agreement as part of their day-to-day operations and VAT returns.
Confidentiality
Each Obligor agrees that the terms and conditions of the products and services offered by us, including under this Agreement and any related documentation (collectively, "Confidential Information") are our and/or our Affiliates’ proprietary and confidential information. Accordingly, unless disclosure is required by law or a court order, no Obligor will disclose Confidential Information to any person other than its professional advisers or auditors which need to know such information for the purpose of advising it, provided that such person uses such information solely for the purpose of advising it and first agrees in writing to be bound by the terms of this Clause.
Notices
Except where otherwise stated in this Agreement, normal, routine communications between any Obligor (or the Obligors’ Agent) and us in respect of commercial matters as contemplated by this Agreement will be conducted by email.
Except where otherwise stated in this Agreement, any notice or other communication required to be given under or in connection with this Agreement will be in writing and will (at the option of the party giving the notice) be sent by email or sent by prepaid post, if to us, to our principal place of business at: Shuffle Finance Limited, 27 Old Gloucester Street, London, England, WC1N 3AX (and if by email, to help@shuffle.finance)
and, if to an Obligor or Obligors’ Agent, to the address(es) (or email address(es), as applicable) provided by the Obligors during the Application Process.Any notice or communication referred to in Clause 22.2 will be deemed to have been delivered:
if by email, one hour after sending; and
if sent by prepaid post, 48 (forty-eight) hours after posting.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Assignment
No Obligor may assign any of its rights under this Agreement, or transfer by novation any of its rights and obligations under this Agreement, in each case without our prior written consent.
We may assign any of our rights under this Agreement, or transfer by novation any of our rights and obligations under this Agreement to any person or persons in our sole discretion.
Notwithstanding our rights under Clause 23.1, we may assign or novate any or all of our rights to receive any or all Customer Receivables or any Total Spend, and we may require any Obligor to enter into another Direct Debit Mandate from which the relevant assignee or novatee may debit such amounts from it. If we assign or novate any or all of such rights, each Direct Debit Payment Amount paid to such assignee or novatee will reduce the Total Repayment Amount accordingly as if such Direct Debit Payment Amount was paid directly to us.
Miscellaneous
The Principal Client must inform us of each Group company which operates and we may require that the Principal Client procure that any such member of the Group shall, on demand, become an Opco.
Any such company shall become an Opco if:
the Principal Client and the proposed acceding Opco deliver to us a duly completed and executed Accession Letter;
we have received all of the documents and other conditions that we require including those listed in Clause 7 (Conditions) in relation to that acceding Opco, each in form and substance satisfactory to us; and
we shall notify the Principal Client promptly upon being satisfied that we have received (in form and substance satisfactory to us) all the documents and other evidence required pursuant to Clauses 24.2(a) and 24.2(b) above.
Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any Obligor and us, constitute any Obligor or us the agent of the other (save as provided in Clause 8.1), or authorise any Party to make or enter into any commitments for or on behalf of the other.
Our rights and remedies under this Agreement are cumulative and will not exclude any other rights and remedies to which we may be entitled under this Agreement or applicable law.
Each Obligor agrees that it will, at its own expense, execute and deliver such additional documents, deeds or instruments and perform such acts as may be required to give full effect to, or implement any of, the provisions of this Agreement.
No failure on our part to exercise, nor any delay in exercising, any right or remedy under this Agreement will operate as a waiver of any such right or remedy or constitute an election to affirm this Agreement. No election on our part to affirm this Agreement will be effective unless it is in writing. No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy.
All the provisions of this Agreement are severable and distinct from one another and if at any time any provision is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of any of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
This Agreement will enure to the benefit of and be binding on the respective parties to this Agreement and their respective successors, personal representatives and assigns.
Save as set out in this Clause, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. Any of our Affiliates may enforce and enjoy the benefit of any term of this Agreement.
All payments to be made by an Obligor under or in connection with this Agreement will be calculated and be made in full without (and free and clear of any deduction for) set-off or counterclaim.
Any tax obligations and any related filing requirements that are due to or from an Obligor or otherwise result from our commercial relationship or this Agreement are such Obligor’s sole responsibility, except to the extent we are required to report any information to you by applicable law.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between the Parties relating to its subject matter.
No amendment or modification of this Agreement will be effective unless and until the same is in writing and signed on behalf of each of the Obligors’ Agent and us by a duly authorised representative or the Obligors’ Agent has unequivocally agreed to be bound by such amendment or modification whether by clicking "ACCEPT" on the Shuffle Dashboard or otherwise. Notwithstanding the foregoing, we may unilaterally amend or modify any term of this Agreement at any time without your consent or agreement: (i) if such amendment or modification is deemed by us (in our sole discretion) to be beneficial to the Obligors; and/or (ii) to reflect any changes in applicable laws, regulations, or codes of practice that are applicable to us, provided in each case that we give the Principal Client at least 20 Business Days’ prior written notice of any such amendment or modification, and such notice may be given by posting a notice on the Shuffle Dashboard.
Each Obligor acknowledges and agree that this Agreement for all purposes is not a loan or security. By signing or otherwise indicating its agreement to this Agreement, each Obligor confirms that the assignment of the Customer Receivables contemplated by this Agreement does not constitute a loan transaction or the granting of security by it. Because the transaction under this Agreement is an assignment and not a loan, there is no interest rate or any annual percentage rate (APR).
Subject to Clause 19.3(a), each Obligor acknowledges and agrees that it has no right to repurchase from us the rights, title and interest in and to the Customer Receivables sold and assigned to us under this Agreement, and we may not require it to repurchase the rights, title and interest in and to Customer Receivables sold and assigned to us under this Agreement.
Each Obligor acknowledges that it has been advised by us to consult with legal counsel, and that it has been afforded a full opportunity to consult with legal counsel. Each Obligor further affirms to us that it has either consulted with such counsel or voluntarily elected not to do so.
Each Obligor agrees that by the Principal Client clicking "ACCEPT" on the Shuffle Dashboard each Obligor is indicating its unequivocal agreement to be bound by the terms of this Agreement, and such agreement will have the same effect as if such Obligor had physically or electronically executed this Agreement, provided that such manner of execution is permitted by law. Each Obligor also: (a) agrees that a copy of this Agreement (and each Obligor’s agreement to be bound by it) may be retained in electronic form; and (b) acknowledges that such electronic form will constitute an original of this Agreement and may be relied on as evidence of this Agreement.
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. This Agreement shall become effective on the date on which the last of the parties executes and dates a counterpart of this Agreement.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of England.
Each Obligor irrevocably agrees that the courts of England will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
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