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Introducer's Terms

1. Introduction

1.1 These Introducer Terms describe the relationship between the following “PARTIES"

  • Barnsbury Road Finance LTD t/a Equipal, company number 10318487 (“Equipal”); and

  • An Introducer (“Introducer”) who registers at www.equipal.app/introduce

1.2 By accepting these terms, the Parties agree to terminate any previously existing agreement between them for the provision by the Introducer of business Referral-related services to Equipal.

2. Interpretation

In these terms:

2.1 “Applicable Anti-Bribery Law” means an anti-corruption, -bribery, -fraud or -kickback law or regulation of any country, including the Bribery Act and the US Foreign Corrupt Practices Act 1977.

2.2 “Bribery Act” means the UK’s Bribery Act 2010, as amended, and any successor legislation.

2.3 “Asset Finance Facilitation Services” means the service of employing technology to facilitate leasing or asset finance transactions as carried out by the Equipal platform and Equipal team.

2.4 “Claiming Party” means, in respect of a particular item of information, a Party that claims to be the Owning Party.

2.5 “Client” means a person that is registered on the Equipal platform.

2.6 “Client Contract” means terms under which Equipal facilitates Asset Finance or other Equipment Services to another person.

2.7 “Confidential Information” means any information disclosed by any means, whether directly or indirectly, by one Party to the other, or by a third party on behalf of one Party to the other Party. Confidential Information includes, but is not limited to, any information relating to the products, operations, processes, plans or intentions, know-how, design rights, trade secrets, market opportunities, clients or business affairs of Equipal.

However, despite the foregoing, Confidential Information excludes:

  • information that is in the public domain by a means other than through a breach of these terms by the Introducer or its Representatives;

  • information that the Introducer possessed before subscribing to these terms;

  • information that the Introducer acquires from a source other than Equipal or a Representative of Equipal; and

  • information that is disclosed by either Party after the termination of these terms.

2.8 “Initial Contract” means Equipal’s first-ever Client Contract with a given Client.

2.9 “Equipal Fees” means the amount received by the platform from the Funder, relating to business with the Client, on account of facilitating Asset Finance Facilitation Services. “Equipal Net Fees” means Equipal Origination Fees excluding VAT.

2.10 “Lead” means a business to which Equipal wishes, or might wish, to offer to facilitate Asset Finance Facilitation Services.

2.11 “Owning Party” means, in respect of a particular item of Confidential Information:

  • a Party that possessed it before subscribing to these terms; or

  • the Party that first acquired it after both Parties had subscribed to these terms.

2.12 “Qualifying Referral” means a Referral to a Lead that, according to Equipal’s business development database, had not previously been introduced to Equipal. In order to be considered a Qualifying Referral, the Referral must be made to Equipal either on our platform at https://equipal.app/or by email to a member of the Equipal Team.

2.13 “Referral” means, in respect of a given Lead, the introduction of Equipal, by email in addition to any other appropriate means, to an individual with the authority to decide on behalf of the Lead to engage Equipal to facilitate Asset Finance Facilitation Services.

2.14 “Representative” means an employee, director, officer, sub-contractor or agent of a Party.

3. Introducer’s Roles and Responsibilities

3.1 The Introducer agrees to make Qualifying Referrals, in accordance with Equipal’s business development processes, procedures and policies. Equipal may, at its sole discretion and without advance notice to the Introducer, amend its business development processes, procedures and policies.

3.2 The Introducer must:

  • not violate any Applicable Anti-Bribery Law; and

  • implement adequate procedures designed to prevent it or any of its Representatives from violating any Applicable Anti-Bribery Law, or from engaging in any activity that would constitute an offence under the Bribery Act if it were carried out in the UK.

4. Equipal’s Roles and Responsibilities

4.1 Equipal will keep the Introducer apprised of the progress of busines with Clients for which the Introducer has made a Qualifying Referral.

4.2 Equipal will promptly notify the Introducer when equipal receives payment in full relating to Asset Finance Facilitation Services where the Introducer has made a Qualifying Referral.

5. Introducer’s Fees

5.1 No fees are payable by Equipal to the Introducer, and no

rights to any such fees will vest in the Introducer, until Equipal receives amounts owed to it for facilitating Asset Finance Facilitation Services. 

5.2 Once Equipal receives payment for Asset Finance Facilitation Services where the Introducer has made a Qualifying Referral:

  • the Introducer will accrue the right to payment of a “Referral Fee”, equal to 20% multiplied by Equipal’s Net Fees; and

  • the Introducer may properly issue an invoice to Equipal for the relevant Referral Fee.

5.3 Equipal will pay the Introducer’s properly issued invoices within 14 days of receipt.

5.4 Equipal may, at its sole discretion, agree changes to a Client Contract, including changes that could ultimately affect the amount of the Equipal Net Fees for facilitating Asset Finance Facilitation Services.

5.5 The Introducer will indemnify and hold harmless Equipal and its Representatives against any claims for loss, damages or expense arising from the Introducer’s reliance on any expectation that any Referral Fees will become payable.

5.6 For the avoidance of doubt, the Introducer will only be due payments under Clause 5.2 for Initial Asset Finance Facilitation Services entered into by Equipal for which the Introducer has made a Qualifying Referral.

6. Changes to transacted Asset Finance Facilitation Services after Introducer’s Fees Paid by Equipal 

​6.1 If for any reason Equipal revises charges in relation to facilitating Asset Finance Facilitation Services, any fees payable by Equipal to the Introducer in relation to the Asset Finance Facilitation Services will be recalculated using the revised Equipal Net Fees.

6.2 If the Referral Fee relating to Asset Finance Facilitation Services increases as a result of a recalculation under clause 6.1, then the Introducer will issue to Equipal a new invoice for the additional fees and Equipal will pay the balance owing within 14 days of receiving the invoice.

6.3 If, after the Introducer properly issues an invoice relating to Asset Finance Facilitation Services, the Referral Fee relating to Asset Finance Facilitation Services decrease due to a recalculation under clause 6.1, then Equipal will notify the Introducer. Within 14 days of being so notified, the Introducer will issue to Equipal a credit note to account for the reduction in fees. Equipal may apply the credit note against any future amounts that become payable from Equipal to the Introducer.

7. Confidential Information

7.1 A Party may only disclose Confidential Information to a third party:

Referral Partner Terms Page 4 of 6

  • where the other Party has consented to such disclosure; or

  • to the extent required by law or by the proper request or requirement of a judicial, legislative, administrative, or other governmental body. In case of such a request or requirement, disclosing Party will promptly notify the other Party of any possible or prospective order (or proceeding pursuant to which any order may result) to give that other Party a reasonable opportunity to seek to prevent or limit such an order.

7.2 Notwithstanding clause 7.1, a Party may share Confidential Information with any of its Representatives. Parties will take all reasonable steps to ensure that their Representatives comply with these terms.

7.3 All items of Confidential Information are deemed to be the property of the Owning Party.

7.4 A Party may only use Confidential Information for the specific purpose for which the other Party provides it.

7.5 The obligations of the Parties and their Representatives under clauses 7.1 through 7.4 will survive the termination of the terms and will continue indefinitely.

8. Termination

8.1 These terms shall continue in full force and effect, unless otherwise agreed between the Parties.

8.2 Either Party may terminate these terms at any time and for any reason upon providing the other with notice by email.

8.3 Equipal may terminate these terms at any time and with immediate effect if the Introducer:

  • commits any gross misconduct in carrying out the services under these terms, or in any other way that affects Equipal; or

  • is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or

  • is declared bankrupt or makes any arrangement with or for the benefit of the Introducer’s creditors or is the subject of a county court administration order made under the County Courts Act 1984; or

  • commits any fraud or dishonesty or acts in any manner which, in the opinion of Equipal, brings or is likely to bring the Introducer or Equipal into disrepute or is materially averse to the interests of Equipal; or

  • commits any offence under an Applicable Anti-Bribery Law.

8.4 Where Equipal terminates these terms for any reason under clauses 8.2 and 8.3 above:

  • the Introducer will immediately stop accruing any further rights under clause 5.2 above to payments in respect of any Asset Finance Facilitation Services; and 

  • Equipal will pay all payable amounts accrued up to and including the date on which it terminates these terms.

9. General

9.1 The Introducer is not employed by Equipal, but instead acts as an independent contractor who is entirely responsible for meeting the costs of providing services under these terms. Equipal makes no warranty as to:

  • the number of Qualifying Referrals that the Introducer can expect to achieve;

  • the profits that the Introducer can expect in relation to any Referral; or

  • the total profits that the Introducer can expect to enjoy as a result of providing services to Equipal under these terms.

9.2 This document contains the entire terms between the Parties regarding the provision by the Introducer of business Referral-related services to Equipal. There is no representation, warranty, collateral terms, or condition affecting these terms except as expressed in this document.

9.3 If a provision of these terms is held to be invalid or unenforceable in whole or in part, the provision will be deemed to be severed from the terms.

9.4 These terms will be construed according to English law. The Parties submit to the exclusive jurisdiction of the English Courts for the resolution of any disputes.

9.5 Equipal may at any time, without limiting any other rights or remedies it may have, including a right of lien, set off any amount owing to it by the Introducer against any amount that may be payable by Equipal to the Introducer.

9.6 No action of any kind arising out of these terms may be brought by either Party more than one year after cause of action accrues, except that an action for non-payment may be brought by a Party within one year following either the date that the payment(s) became due, or the date the last payment was made on account of the disputed amount.

9.7 The Introducer may not assign, transfer, delegate or otherwise deal in any of its rights or obligations under the Contract without the prior written consent of Equipal.

9.8 Equipal may assign its rights and obligations under these terms, and may transfer all of its rights and obligations under the terms to any affiliate, successor in interest to, or purchaser of all or any part of the assets or business of Equipal. Equipal may assign or otherwise transfer its rights of payment and rights to seek remedies in respect of overdue payments under these terms to any debt factor. Otherwise, Equipal may deal in its rights and obligations hereunder as it in its sole discretion sees fit.

9.9 The boldfaced headings in these terms are inserted for convenience and will not be used in constructing or interpreting the provisions of these terms.

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