We shall provide the services to You that are referred to in both the application form that You have completed on our website and clause 2 below (the “Services”) on the terms and conditions of each Contract from the date on which You appoint such person as we may direct to be your VAT Agent in accordance with clause 3.1(d) below until termination in accordance with clause 11 below. We will direct you as to who you should appoint as VAT Agent following your completion of the application form and acceptance of these Terms.

1. We provide or procure an instant payment to You of an amount in respect of the relevant refund of foreign VAT paid by You which We then seek to obtain from relevant European tax authorities (the “Pre-Financing Service”).
2. However, in certain circumstances, including, but not limited to, risks related to the European government or tax authority, the details of the expense for which we are claiming the refund, the issuer of the invoice, the needs of any third party provider of finance to us and Your position, we may in our sole discretion have to offer a lower service, under which We use all reasonable skill, diligence and care to carry out the steps necessary to seek to obtain from relevant European tax authorities any applicable refund of foreign VAT paid by You, in accordance with Directive 2008/9/CE (the “Normal Refund Service”);
3. Where You wish to request that We provide Services, We will seek to obtain relevant invoices and/or You must submit the relevant invoices and supporting documentation to Us in respect of which the Services are to be provided and in respect of which You believe You have a claim for the refund of foreign VAT paid by You to an applicable tax authority (a “Claim”). Your submission of the aforementioned invoices to Us constitutes an irrevocable offer by You to transfer all rights, title and interest in and to the Claim(s) relating thereto to Us upon these Terms.
4. Where We receive any such documentation, We shall review it and provide confirmation to You as to the Claims, if any, in respect of which We will provide Services and on which basis (i.e. whether as part of the Normal Refund Service or the Pre-Financing Service), as We deem appropriate in Our sole and absolute discretion. We may reject any or all Claims without any liability whatsoever to You and without any requirement to provide any explanation for such rejection.
5. Upon Claims being accepted by Us (“Accepted Claims”), We will be obliged to provide the Services in respect of the Accepted Claims in accordance the application form and these Terms. Each invoice forming part of an Accepted Claim shall constitute an individual and separate Contract between You and Us and shall be deemed to incorporate in full the application form and these Terms.
6. You hereby confirm, undertake and accept that upon formation of the relevant Contract(s) relating to any Accepted Claim, as referred to above, You shall automatically be deemed to assign all rights, title and interest (including any legal and beneficial rights, title and interest) in and to such Accepted Claim to Us or a third party finance provider (each a “Finance Provider”) selected by us at our discretion. You hereby irrevocably assign the same to Us, subject only to the formation of the relevant Contract relating to such Accepted Claim as referred to above, and You hereby warrant, represent and undertake that any such assignment shall be with full title guarantee, free from and clear of all encumbrances and third party rights of any kind.
7. We shall ensure that We have sufficiently skilled and experienced personnel to carry out the Services and that they provide You with updates at reasonable intervals as to the progress of any Accepted Claims falling within the Normal Refund Service.
8. Notwithstanding the foregoing, You accept and agree that We may cease provision of part or all of the Services, without any liability to You of any kind, in the event that We become aware of circumstances, information or matters which will or may adversely affect the Accepted Claims, including any circumstances where recovery of refunds due becomes untimely and/or commercially unreasonable and/or non-viable. In such event, We shall notify You of such cessation, where reasonably practicable We will give You Our reasoning for such cessation and We shall seek to transfer back to You the relevant rights in the Accepted Claims that We will no longer pursue, subject to any payment obligations You may have under the relevant Contract.
9. Where We accept any Accepted Claims as falling within the Pre-Financing Service, You accept and acknowledge that the payment to You relating to the same may originate from such Finance Provider as We may elect, in our sole and absolute discretion, from time to time and that You will promptly enter into such further agreement or documentation with the Finance Provider as they or We may require, failing which the relevant Accepted Claim shall be deemed accepted solely on the basis of falling within the Normal Refund Service.
10. You irrevocably accept and acknowledge that there are currently and may in the future be minimum threshold levels related to the aggregate sum of any VAT refund claims which may apply (and which may change from time to time) in respect of the Services and that in the event that Accepted Claims do not exceed such thresholds, the Services may be delayed or postponed until such time as the relevant thresholds are met, without any liability for Us to You. As at 1 March 2016, such thresholds are 50 Euros for VAT refund claims made on an annual basis and 400 Euros for quarterly VAT refund claims.

1. You shall (and You shall ensure that those within Your reasonable control shall) at all times:

(a) co-operate with Us and Our personnel in all matters relating to the Services and provide such assistance as We may reasonably require;

(b) ensure that all documentation and information provided by You to Us shall be complete and accurate in all respects and that the same is provided promptly on request by Us;

(c) ensure that You notify Us immediately in the event that You become aware of any fact, circumstance or matter which could, would or may impact any Accepted Claim in any way;

(d) ensure that You do and execute all things and documents necessary and/or desirable to irrevocably appoint Us or our delegate, for administrative purposes, as Your sole and exclusive VAT refund agent in respect of all relevant jurisdictions in respect of which Accepted Claims exist for their duration and for the purposes of accessing the relevant web portals of taxation authorities in Your name and on Your behalf. You understand and acknowledge that until you have done so, we cannot provide you with our Services. For the avoidance of doubt, You shall not be entitled to appoint any third party as Your VAT refund agent in any such jurisdiction in relation to any Accepted Claims or any other claims You may have until all Accepted Claims have been refunded by the relevant tax authorities (or have been terminated or withdrawn in accordance with these Terms). You expressly acknowledge and accept that We shall not owe You the duties of a legal agent and that such appointment shall be solely for administrative purposes to enable Us to liaise with taxation authorities in Your name with a view to progressing the Accepted Claims;

(e) act in good faith at all times and do nothing nor omit to do anything which could, would or may adversely affect the Accepted Claims, the timing of any payments relating thereto, any interest or entitlement We or a Finance Provider may have in and to the Accepted Claims or any other interest or entitlement We may otherwise have, nor shall you do or omit to do anything which could, would or may adversely affect Our reputation or goodwill;

(f) not liaise directly with any taxation authority in respect of any Claim and shall promptly notify Us upon receipt of any communication from any taxation authority regarding any Accepted Claim and permit Us full and unfettered conduct of all Accepted Claims without any interference or obstruction by You or those within Your control;

(g) direct all sums due in respect of any Accepted Claim to be paid directly to Your Account (as defined below). We shall arrange for an account to be opened in Your name and/or on Your behalf with a relevant payment services provider or financial institution selected by Us from time to time (“Your Account”) for which We and/or the Finance Provider are the signatory for and over which We and/or the Finance Provider have full control. You shall complete all necessary documentation and authorisations in respect of Your Account as we, the Finance Provider, the payment services provider or financial institution determines. You confirm and accept that We and/or the Finance Provider shall have exclusive discretion as to the management and operation of Your Account and You shall ensure that all monies held within it are held on trust for Us and the Finance Provider as beneficiary at all times.


2. You hereby irrevocably warrant, represent and undertake that:

(a) You have not withheld and will not withhold from Us any information relevant to any Claim;

(b) You are not aware (and have no reason to believe or anticipate) that any taxation authority in any jurisdiction or any other third party has any right of set off against or to make deductions, withholdings and/or charges from or against any sums due in respect of any Claim at any time;

(c) Your entry into any Contract shall not in any way interfere with or breach any rights of a third party or any obligation owed or to become due to any third party;

(d) You are not a shell bank, non-licensed bank, or money services business; that you will not use our services for any personal purposes; that you will not use our services for anything related to: money service business; virtual currency; gambling; pornography; illegal activity; distribution of illegal substances or products (including drugs, controlled substances, human organs, firearms, explosives, weapons; products or service that contravene copyright laws; internet pharmacies; essay writing services; pay day loans; fortune telling, magical, astrological or spiritual products or services; materials that incite violence, hatred, racism or which are considered obscene; business with excessive fraud or chargebacks; or any entity deemed by Us to lack value or that have questionable quality or pose a reputation risk to Us or our partner;

(e) That you are registered and in good standing with applicable regulator(s) and that you will confirm the same upon request by Us; and/or

(f) That you will immediately notify Us if You identify suspicious activity involving Our Services and will share such information with Us to assist Us and our partners in meeting any obligation to file suspicious activity reports and/or suspicious transaction reports.


3. If Our performance of Our obligations under a Contract is prevented or delayed by any act or omission of You, Your agents, subcontractors, consultants or employees, We shall not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay.
4. You shall be liable to pay to Us, on demand, all reasonable costs, charges or losses sustained or incurred by Us (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from Your fraud, negligence, failure to perform or delay in the performance of any of Your obligations under any Contract, subject to Us confirming such costs, charges and losses to You in writing.
5. In the event that, for any reason, You receive payment of any sums in any way other than into Your Account which relate to or are arising out of an Accepted Claim (other than a payment made by Us in accordance with clause 4), You hereby irrevocably confirm and undertake that You shall hold all of such sums on trust for Us and the Finance Provider,, You shall notify Us of such receipt (providing full details in relation thereto) immediately and You shall transfer all such sums, without any form of withholding, deduction or set off, promptly to Your Account or as otherwise agreed in writing with Us.
6. You shall not, without Our prior written consent, at any time from the date of entering into the first Contract to the expiry of twelve (12) months after the termination of the last Contract existing with Us, solicit or entice away from Us or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Ours in the provision of the Services.
7. For the purposes of vesting in Us the full benefits and entitlements as contemplated under these Terms and any Contract, including but not limited to all rights, title and interest in and to the Accepted Claims accepted by Us, upon entry into a Contract You hereby irrevocably appoint Us to be Your attorney in Your name and on Your behalf to execute any such document or do any such thing and generally to use Your name for the purpose of giving to Us (or Our nominee) the full benefit of the provisions of all Contracts and, in favour of any third party, a certificate in writing signed by any director or the secretary of Us that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case. Furthermore, You irrevocably agree to ratify all such actions which We have made in Your name and on your behalf under this clause immediately upon request.
8. You hereby irrevocably undertake to indemnify Us fully and at all times against any and all losses, damages, claims, liabilities, costs and expenses (including legal costs) We may incur as a result of any breach by You of any Contract and any step We may take, in our sole and absolute discretion, to enforce any of our rights and entitlements under any Contract.

1. In consideration of the provision of the Services by the Supplier, You shall pay the fees as set out in the relevant application form provided to You by Us in respect of the Normal Refund Service.
2. Subject to the other terms of any Contract, where Accepted Claims are confirmed by Us (in our sole and absolute discretion) as falling within the Pre-Financing Service, We shall make payment to You of the relevant sum relating to such Accepted Claim as calculated in accordance with the relevant application form provided to You by Us. Such payment shall be made monthly in arrears on or before the end of the month following the month in which the Contract is concluded.
3. All fees quoted to You shall be exclusive of VAT, which We shall add to Our invoices at the appropriate rate.
4. You accept and agree that the fees charged by Us and the method of calculation of payment for Accepted Claims (each as set out in the relevant application form(s)) are dependent upon a number of factors, including volumes of Accepted Claims with which We may be dealing from time to time. As such, You expressly and irrevocably hereby accept and agree that We may review and amend either or both of our fees or method of calculation at any time upon provision to You of not less than thirty (30) calendar days’ prior written notice. Any such amendments shall only apply in respect of Claims which become Accepted Claims on or after the date of expiry of such notice.
5. In respect of the Normal Refund Service, We will provide You with a periodical statement electronically, in arrears, of sums recovered as a result of Accepted Claims along with a calculation of the relevant fees due to Us in respect of the provision of the Services. We shall seek to deduct any fees payable by You to Us in respect of the Normal Refund Service from any sums recovered as a result of the relevant Accepted Claim. However, in any event, You shall pay any invoice submitted to You by Us, in full and in cleared funds within fourteen (14) calendar days of receipt of the same, to a bank account nominated in writing by Us.
6. In the event that We make payment to You in respect of an Accepted Claim pursuant to clause 4.2 above but the refund obtained by Us in respect of such Accepted Claim is lower than the basis upon which the payment under clause 4.2 was calculated and paid, You hereby irrevocably undertake to repay to Us promptly on demand any shortfall between the sums actually recovered by Us and the intended refund amount upon which the payment pursuant to clause 4.2 was calculated and paid, as calculated and notified to You by Us.
7. You may elect to receive payment from Us in whichever currency You prefer, subject to You notifying Us in writing of Your nominated currency. To the extent that the currency nominated by You differs from the currency in which sums are received in respect of Accepted Claims, We shall arrange for currency exchange to be carried out by a third party provider selected by Us from time to time, at their then current rates of exchange and We shall have no liability to You for any differences in exchange rates applied or for any shortfall in sums paid to You as a result of any such currency conversion.
8. In the event that any Accepted Claim falling within the Normal Refund Service is unsuccessful or the sum recovered is lower than Our fee as set out in the relevant application form, You hereby irrevocably undertake to pay to Us the lower of (i) the fee amount set out in the application form that would otherwise have been payable to Us; and (ii) any shortfall between the amount referred to at (i) above and the sum actually paid to or deducted by Us by way of a fee from the sum recovered in respect of such Accepted Claim.
9. We reserve the right, exercisable at our sole and absolute discretion, to set off and/or deduct from any sums due to You from Us, any fees or other sums due from You to Us, whether in respect of any particular Accepted Claim, all Accepted Claims or otherwise. For the avoidance of doubt, sums recovered by Us in respect of any Accepted Claim shall not be held on trust for You and We shall be free to manage and deal with such sums as We see fit in Our sole discretion (save that nothing herein affects Our obligations to make payments when due under any Contract).
10. Without prejudice to any other right or remedy that it may have, if You fail to pay Us any sum on its due date:

(a) You shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount; and

(b) We may suspend all Services until payment has been made in full.


11. All sums payable to Us under any Contract shall become due immediately on its termination, despite any other provision. In the event that We notify You of cessation of Services pursuant to clause 2.7 above for any reason, to the extent that any payment has been made to You in accordance with clause 4.2, You shall promptly refund such sum to Us. This clause 4.11 is without prejudice to any right to claim for interest under the law, or any such right under any Contract.
12. All amounts due from You under any Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

As between You and Us, all intellectual property rights and all other rights in the know-how, methodologies and any materials produced or used in the course of the provision of the Services shall be owned by Us and you shall have no rights or entitlement in or to the same.

In performing our respective obligations under each Contract, You and We separately undertake to each other that we shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

1. You and We each undertake that we shall not at any time during a Contract or after its termination disclose to any person the terms hereof, any technical or commercial know-how, specifications, methodologies, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other, its employees, agents, consultants or subcontractors or of any member of the group of companies to which We or You belong and any other confidential information concerning our respective business or its offerings which the other party may obtain, except as permitted by clause 7.2.
2. Either party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with a Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.


3. You confirm and agree that We may refer to You as a client of Ours for promotional purposes.

1. Nothing in any Contract limits or excludes Our liability for death or personal injury caused by Our negligence or fraud or fraudulent misrepresentation.
2. Subject to clause 8.1, We shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with any Contract for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings or refund; loss of or damage to goodwill; loss of use or corruption of software, data or information; and any indirect or consequential loss.
3. You accept and acknowledge that nothing in any Contract is, nor shall it be deemed to be, any form of guarantee that any claim for a VAT refund shall be successful or that any particular amount shall be refunded or paid to You. You further expressly acknowledge and accept that We shall have no liability to You whatsoever in respect of any matter arising as a result of any failure by You to comply with Your obligations under any Contract.
4. Subject to clauses 8.1, 8.2 and 8.3, Our total liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with all Contracts in any consecutive 12 month period shall be limited to an aggregate amount equal to the total fees paid by You to Us in that period.

1. We may terminate any Contract upon providing not less than ninety (90) days’ prior notice in writing to You to that effect. You may cease submitting invoices and claims to Us for Our consideration at any time, or by providing not less than ninety (90) days’ prior written notice in writing to us to that effect, in both cases subject to clause 3.1(d), but either such cessation shall not affect any ongoing Accepted Claims.
2. Without affecting any other right or remedy available to Us, We may terminate any or all Contracts with immediate effect by giving written notice to You if the You commit a material breach of any term of any Contract which breach is irremediable or (if such breach is remediable) which You fail to remedy within fourteen (14) calendar days after being notified in writing to do so or where the You become insolvent, are unable to pay Your debts as they fall due or suspend or ceases, or threaten to suspend or cease, trading or any analogous event occurs in any relevant jurisdiction.
3. In the event that there is any material breach of any Contract by Us, You shall be entitled to terminate that Contract (and only that Contract) immediately on written notice to Us in the event We fail to remedy such breach within fourteen (14) calendar days of You notifying Us in writing that You require such remedy.

1. On termination or expiry of a Contract or in the event of clause 2.8 applying, We shall be entitled to elect to carry on with any outstanding Accepted Claims until sums due in relation to the same are paid out by the relevant tax authority (in which case the provisions of clauses 3 and 4 shall apply notwithstanding termination of the relevant Contract) or to cease to provide the Services entirely. In the latter situation, You shall be liable to refund to Us promptly on demand any sums already paid to You pursuant to clause 4 along with an amount equal to the shortfall referred to in clause 4.6 or the fee referred to in clause 4.8 (as applicable depending upon whether the Accepted Claim in question is within the Pre-Financing Service or the Normal Refund Service) along with statutory interest on such sums at its then current rate under English law from the date they were paid to You until the date received from You by Us.
2. The following clauses shall continue in force: clauses 2.5, 3 to 5 (inclusive), 7, 8 and 13 to 23 inclusive.
3. Termination or expiry of any Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

To the extent that We are prevented, hindered or delayed in or from performing any of Our obligations under a Contract by any event beyond Our reasonable control, including but not limited to any act or omission by You or those within Your control, any act of God, change in law or applicable regulation, strike, labour dispute adverse weather or any other matter beyond our reasonable control, We shall not be in breach of that Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

1. We reserve the right to amend these Terms upon provision of not less than thirty (30) calendar days’ written notice to You. Such amendments shall apply only in respect of claims becoming Accepted Claims on or after the date of expiry of such notice. We also reserve the right to change our third party finance, foreign exchange and bank account providers at any time at Our sole discretion without notice to You.
2. Other than as provided for in clause 12.1 above, no variation of a Contract shall be effective unless it is in writing and signed by You and Us (or our authorised representatives).

No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of any Contract.

1. Each Contract constitutes the entire agreement between You and Us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between You and Us, whether written or oral, relating to that Contract’s subject matter.
2. You and We agree that neither of us shall have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in a Contract. You and We agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in any Contract. Nothing in this clause shall limit or exclude any liability for fraud.
3. We and You shall, and shall ensure that any third party within our respective reasonable control shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to all Contracts.

1. Each Contract is personal to You and You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under any Contract.
2. We may at any time assign, novate, mortgage, charge, declare a trust over or deal in any other manner with any or all of Our rights under any Contract.

1. Nothing in any Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party (other than for the limited purposes set out above), or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. You confirm You are acting on Your own behalf and not for the benefit of any other person.
3. You hereby irrevocably confirm that any individual submitting invoices purportedly on Your behalf to Us for consideration pursuant to clause 2 above, shall be, and is hereby, irrevocably authorised by You to enter into a Contract in respect of the same and any and all acts by that individual shall be ratified by You and accepted as acts of Yours for all purposes, unless You have notified Us in writing in advance of such submission that such individual is not authorised to enter into any Contract on Your behalf.

Where We do so, We are entering into Contracts on our own behalf and as agents for Our selected finance providers (the “Finance Providers”). Save for the Finance Providers who shall be entitled to enforce the terms of any relevant Contract against You as if they were a party to that Contract, no one other than a party to a Contract, their successors and permitted assignees, shall have any right to enforce any of its terms. These Terms and the application form may be amended as set out therein without the consent of any third party, including any such Finance Provider.

1. A notice given to a party under or in connection with a Contract:

(a) shall be in writing and in English or accompanied by an accurate translation into English;

(b) shall be sent to the party for the attention of the contact and at the address, fax or email address listed below;

(c) shall be sent by a method listed below; and

(d) shall be deemed received as set out below if prepared and sent in accordance with this clause.


2. Your address and contacts are as set out in the application form and our address and contact details are set out on our website.
3. A party may change its details by giving notice, the change taking effect for the party notified of the change at 9.00 am on the later of:

(a) the date, if any, specified in the notice as the effective date for the change; or

(b) the date five (5) working days after deemed receipt of the notice.


4. Notices may be delivered and shall be deemed received as follows:

Delivery method Deemed delivery date and time

Delivery by hand On signature of a delivery receipt or at the time the notice is left at the address

Pre-paid airmail providing proof of delivery 9.00am on the fifth working day after posting or at the time recorded by the delivery service

Fax At the time of transmission

Email 9.00 am on the working day after being sent provided a delivery receipt has been successfully obtained


5. For the purpose of this clause and calculating deemed receipt:

(a) all references to time are to local time in the place of deemed receipt; and

(b) if deemed receipt would occur in the place of deemed receipt on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is deemed to take place at 9.00 am on the day when business next starts in the place of receipt.


6. 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.

Each Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Contract.

Each Contract 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) shall be governed by and construed in accordance with the law of England and Wales.

1. We and You irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with any Contract or its subject matter or formation (including non-contractual disputes or claims).
2. You shall ensure that You obtain all necessary consent and permissions in order to enable Us to process and share (and You hereby agree to Us processing and sharing) all data (including any personal and sensitive personal data and this may also include names and details of Your individual employees) relating to the Claims, Accepted Claims and the Services for the purposes of providing the Services, pursuing the Accepted Claims, evaluating the Claims, processing payments hereunder, undertaking statistical analysis, liaising with our supplier partners who may provide us with invoices issued to you, marketing and providing information to Our financial backers, in each case in relation to the arrangements contemplated by these Terms and any Contract. You accept and acknowledge that this may involve transfer, storage and processing of such data outside the European Union, to which You hereby expressly consent and in respect of which You shall ensure You have all necessary consents and permissions from any relevant third parties.
3. You further authorise Us to carry out such credit and background checks as We may deem appropriate in Our sole and absolute discretion and You hereby irrevocably consent to Us carrying out the same and processing Your data and information for such purposes.

The following definitions and rules of interpretation apply in respect of each Contract:

1. Clause, Schedule and paragraph headings shall not affect the interpretation of the Contract.
2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3. The application form forms part of the Contract to which it relates and shall have effect as if set out in full in the body of the Contract. Any reference to a Contract includes the relevant application form.
4. Each Contract shall be binding on, and enure to the benefit of, You and Us and our respective personal representatives, successors and permitted assigns, and references to You or Us shall include our respective personal representatives, successors and permitted assigns.
5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
6. A reference to writing or written excludes fax and email.
7. Any obligation on You or Us not to do something includes an obligation not to allow that thing to be done.
8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

We shall provide the services to You that are referred to in both the application form that You have completed on our website and clause 2 below (the “Services”) on the terms and conditions of each Contract from the date on which You appoint such person as we may direct to be your VAT Agent in accordance with clause 3.1(d) below until termination in accordance with clause 11 below. We will direct you as to who you should appoint as VAT Agent following your completion of the application form and acceptance of these Terms.

1. We provide or procure an instant payment to You of an amount in respect of the relevant refund of foreign VAT paid by You which We then seek to obtain from relevant European tax authorities (the “Pre-Financing Service”).
2. However, in certain circumstances, including, but not limited to, risks related to the European government or tax authority, the details of the expense for which we are claiming the refund, the issuer of the invoice, the needs of any third party provider of finance to us and Your position, we may in our sole discretion have to offer a lower service, under which We use all reasonable skill, diligence and care to carry out the steps necessary to seek to obtain from relevant European tax authorities any applicable refund of foreign VAT paid by You, in accordance with Directive 2008/9/CE (the “Normal Refund Service”);
3. Where You wish to request that We provide Services, We will seek to obtain relevant invoices and/or You must submit the relevant invoices and supporting documentation to Us in respect of which the Services are to be provided and in respect of which You believe You have a claim for the refund of foreign VAT paid by You to an applicable tax authority (a “Claim”). Your submission of the aforementioned invoices to Us constitutes an irrevocable offer by You to transfer all rights, title and interest in and to the Claim(s) relating thereto to Us upon these Terms.
4. Where We receive any such documentation, We shall review it and provide confirmation to You as to the Claims, if any, in respect of which We will provide Services and on which basis (i.e. whether as part of the Normal Refund Service or the Pre-Financing Service), as We deem appropriate in Our sole and absolute discretion. We may reject any or all Claims without any liability whatsoever to You and without any requirement to provide any explanation for such rejection.
5. Upon Claims being accepted by Us (“Accepted Claims”), We will be obliged to provide the Services in respect of the Accepted Claims in accordance the application form and these Terms. Each invoice forming part of an Accepted Claim shall constitute an individual and separate Contract between You and Us and shall be deemed to incorporate in full the application form and these Terms.
6. You hereby confirm, undertake and accept that upon formation of the relevant Contract(s) relating to any Accepted Claim, as referred to above, You shall automatically be deemed to assign all rights, title and interest (including any legal and beneficial rights, title and interest) in and to such Accepted Claim to Us or a third party finance provider (each a “Finance Provider”) selected by us at our discretion. You hereby irrevocably assign the same to Us, subject only to the formation of the relevant Contract relating to such Accepted Claim as referred to above, and You hereby warrant, represent and undertake that any such assignment shall be with full title guarantee, free from and clear of all encumbrances and third party rights of any kind.
7. We shall ensure that We have sufficiently skilled and experienced personnel to carry out the Services and that they provide You with updates at reasonable intervals as to the progress of any Accepted Claims falling within the Normal Refund Service.
8. Notwithstanding the foregoing, You accept and agree that We may cease provision of part or all of the Services, without any liability to You of any kind, in the event that We become aware of circumstances, information or matters which will or may adversely affect the Accepted Claims, including any circumstances where recovery of refunds due becomes untimely and/or commercially unreasonable and/or non-viable. In such event, We shall notify You of such cessation, where reasonably practicable We will give You Our reasoning for such cessation and We shall seek to transfer back to You the relevant rights in the Accepted Claims that We will no longer pursue, subject to any payment obligations You may have under the relevant Contract.
9. Where We accept any Accepted Claims as falling within the Pre-Financing Service, You accept and acknowledge that the payment to You relating to the same may originate from such Finance Provider as We may elect, in our sole and absolute discretion, from time to time and that You will promptly enter into such further agreement or documentation with the Finance Provider as they or We may require, failing which the relevant Accepted Claim shall be deemed accepted solely on the basis of falling within the Normal Refund Service.
10. You irrevocably accept and acknowledge that there are currently and may in the future be minimum threshold levels related to the aggregate sum of any VAT refund claims which may apply (and which may change from time to time) in respect of the Services and that in the event that Accepted Claims do not exceed such thresholds, the Services may be delayed or postponed until such time as the relevant thresholds are met, without any liability for Us to You. As at 1 March 2016, such thresholds are 50 Euros for VAT refund claims made on an annual basis and 400 Euros for quarterly VAT refund claims.

1. You shall (and You shall ensure that those within Your reasonable control shall) at all times:

(a) co-operate with Us and Our personnel in all matters relating to the Services and provide such assistance as We may reasonably require;

(b) ensure that all documentation and information provided by You to Us shall be complete and accurate in all respects and that the same is provided promptly on request by Us;

(c) ensure that You notify Us immediately in the event that You become aware of any fact, circumstance or matter which could, would or may impact any Accepted Claim in any way;

(d) ensure that You do and execute all things and documents necessary and/or desirable to irrevocably appoint Us or our delegate, for administrative purposes, as Your sole and exclusive VAT refund agent in respect of all relevant jurisdictions in respect of which Accepted Claims exist for their duration and for the purposes of accessing the relevant web portals of taxation authorities in Your name and on Your behalf. You understand and acknowledge that until you have done so, we cannot provide you with our Services. For the avoidance of doubt, You shall not be entitled to appoint any third party as Your VAT refund agent in any such jurisdiction in relation to any Accepted Claims or any other claims You may have until all Accepted Claims have been refunded by the relevant tax authorities (or have been terminated or withdrawn in accordance with these Terms). You expressly acknowledge and accept that We shall not owe You the duties of a legal agent and that such appointment shall be solely for administrative purposes to enable Us to liaise with taxation authorities in Your name with a view to progressing the Accepted Claims;

(e) act in good faith at all times and do nothing nor omit to do anything which could, would or may adversely affect the Accepted Claims, the timing of any payments relating thereto, any interest or entitlement We or a Finance Provider may have in and to the Accepted Claims or any other interest or entitlement We may otherwise have, nor shall you do or omit to do anything which could, would or may adversely affect Our reputation or goodwill;

(f) not liaise directly with any taxation authority in respect of any Claim and shall promptly notify Us upon receipt of any communication from any taxation authority regarding any Accepted Claim and permit Us full and unfettered conduct of all Accepted Claims without any interference or obstruction by You or those within Your control;

(g) direct all sums due in respect of any Accepted Claim to be paid directly to Your Account (as defined below). We shall arrange for an account to be opened in Your name and/or on Your behalf with a relevant payment services provider or financial institution selected by Us from time to time (“Your Account”) for which We and/or the Finance Provider are the signatory for and over which We and/or the Finance Provider have full control. You shall complete all necessary documentation and authorisations in respect of Your Account as we, the Finance Provider, the payment services provider or financial institution determines. You confirm and accept that We and/or the Finance Provider shall have exclusive discretion as to the management and operation of Your Account and You shall ensure that all monies held within it are held on trust for Us and the Finance Provider as beneficiary at all times.


2. You hereby irrevocably warrant, represent and undertake that:

(a) You have not withheld and will not withhold from Us any information relevant to any Claim;

(b) You are not aware (and have no reason to believe or anticipate) that any taxation authority in any jurisdiction or any other third party has any right of set off against or to make deductions, withholdings and/or charges from or against any sums due in respect of any Claim at any time;

(c) Your entry into any Contract shall not in any way interfere with or breach any rights of a third party or any obligation owed or to become due to any third party;

(d) You are not a shell bank, non-licensed bank, or money services business; that you will not use our services for any personal purposes; that you will not use our services for anything related to: money service business; virtual currency; gambling; pornography; illegal activity; distribution of illegal substances or products (including drugs, controlled substances, human organs, firearms, explosives, weapons; products or service that contravene copyright laws; internet pharmacies; essay writing services; pay day loans; fortune telling, magical, astrological or spiritual products or services; materials that incite violence, hatred, racism or which are considered obscene; business with excessive fraud or chargebacks; or any entity deemed by Us to lack value or that have questionable quality or pose a reputation risk to Us or our partner;

(e) That you are registered and in good standing with applicable regulator(s) and that you will confirm the same upon request by Us; and/or

(f) That you will immediately notify Us if You identify suspicious activity involving Our Services and will share such information with Us to assist Us and our partners in meeting any obligation to file suspicious activity reports and/or suspicious transaction reports.


3. If Our performance of Our obligations under a Contract is prevented or delayed by any act or omission of You, Your agents, subcontractors, consultants or employees, We shall not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay.
4. You shall be liable to pay to Us, on demand, all reasonable costs, charges or losses sustained or incurred by Us (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from Your fraud, negligence, failure to perform or delay in the performance of any of Your obligations under any Contract, subject to Us confirming such costs, charges and losses to You in writing.
5. In the event that, for any reason, You receive payment of any sums in any way other than into Your Account which relate to or are arising out of an Accepted Claim (other than a payment made by Us in accordance with clause 4), You hereby irrevocably confirm and undertake that You shall hold all of such sums on trust for Us and the Finance Provider,, You shall notify Us of such receipt (providing full details in relation thereto) immediately and You shall transfer all such sums, without any form of withholding, deduction or set off, promptly to Your Account or as otherwise agreed in writing with Us.
6. You shall not, without Our prior written consent, at any time from the date of entering into the first Contract to the expiry of twelve (12) months after the termination of the last Contract existing with Us, solicit or entice away from Us or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Ours in the provision of the Services.
7. For the purposes of vesting in Us the full benefits and entitlements as contemplated under these Terms and any Contract, including but not limited to all rights, title and interest in and to the Accepted Claims accepted by Us, upon entry into a Contract You hereby irrevocably appoint Us to be Your attorney in Your name and on Your behalf to execute any such document or do any such thing and generally to use Your name for the purpose of giving to Us (or Our nominee) the full benefit of the provisions of all Contracts and, in favour of any third party, a certificate in writing signed by any director or the secretary of Us that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such is the case. Furthermore, You irrevocably agree to ratify all such actions which We have made in Your name and on your behalf under this clause immediately upon request.
8. You hereby irrevocably undertake to indemnify Us fully and at all times against any and all losses, damages, claims, liabilities, costs and expenses (including legal costs) We may incur as a result of any breach by You of any Contract and any step We may take, in our sole and absolute discretion, to enforce any of our rights and entitlements under any Contract.

1. In consideration of the provision of the Services by the Supplier, You shall pay the fees as set out in the relevant application form provided to You by Us in respect of the Normal Refund Service.
2. Subject to the other terms of any Contract, where Accepted Claims are confirmed by Us (in our sole and absolute discretion) as falling within the Pre-Financing Service, We shall make payment to You of the relevant sum relating to such Accepted Claim as calculated in accordance with the relevant application form provided to You by Us. Such payment shall be made monthly in arrears on or before the end of the month following the month in which the Contract is concluded.
3. All fees quoted to You shall be exclusive of VAT, which We shall add to Our invoices at the appropriate rate.
4. You accept and agree that the fees charged by Us and the method of calculation of payment for Accepted Claims (each as set out in the relevant application form(s)) are dependent upon a number of factors, including volumes of Accepted Claims with which We may be dealing from time to time. As such, You expressly and irrevocably hereby accept and agree that We may review and amend either or both of our fees or method of calculation at any time upon provision to You of not less than thirty (30) calendar days’ prior written notice. Any such amendments shall only apply in respect of Claims which become Accepted Claims on or after the date of expiry of such notice.
5. In respect of the Normal Refund Service, We will provide You with a periodical statement electronically, in arrears, of sums recovered as a result of Accepted Claims along with a calculation of the relevant fees due to Us in respect of the provision of the Services. We shall seek to deduct any fees payable by You to Us in respect of the Normal Refund Service from any sums recovered as a result of the relevant Accepted Claim. However, in any event, You shall pay any invoice submitted to You by Us, in full and in cleared funds within fourteen (14) calendar days of receipt of the same, to a bank account nominated in writing by Us.
6. In the event that We make payment to You in respect of an Accepted Claim pursuant to clause 4.2 above but the refund obtained by Us in respect of such Accepted Claim is lower than the basis upon which the payment under clause 4.2 was calculated and paid, You hereby irrevocably undertake to repay to Us promptly on demand any shortfall between the sums actually recovered by Us and the intended refund amount upon which the payment pursuant to clause 4.2 was calculated and paid, as calculated and notified to You by Us.
7. You may elect to receive payment from Us in whichever currency You prefer, subject to You notifying Us in writing of Your nominated currency. To the extent that the currency nominated by You differs from the currency in which sums are received in respect of Accepted Claims, We shall arrange for currency exchange to be carried out by a third party provider selected by Us from time to time, at their then current rates of exchange and We shall have no liability to You for any differences in exchange rates applied or for any shortfall in sums paid to You as a result of any such currency conversion.
8. In the event that any Accepted Claim falling within the Normal Refund Service is unsuccessful or the sum recovered is lower than Our fee as set out in the relevant application form, You hereby irrevocably undertake to pay to Us the lower of (i) the fee amount set out in the application form that would otherwise have been payable to Us; and (ii) any shortfall between the amount referred to at (i) above and the sum actually paid to or deducted by Us by way of a fee from the sum recovered in respect of such Accepted Claim.
9. We reserve the right, exercisable at our sole and absolute discretion, to set off and/or deduct from any sums due to You from Us, any fees or other sums due from You to Us, whether in respect of any particular Accepted Claim, all Accepted Claims or otherwise. For the avoidance of doubt, sums recovered by Us in respect of any Accepted Claim shall not be held on trust for You and We shall be free to manage and deal with such sums as We see fit in Our sole discretion (save that nothing herein affects Our obligations to make payments when due under any Contract).
10. Without prejudice to any other right or remedy that it may have, if You fail to pay Us any sum on its due date:

(a) You shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount; and

(b) We may suspend all Services until payment has been made in full.


11. All sums payable to Us under any Contract shall become due immediately on its termination, despite any other provision. In the event that We notify You of cessation of Services pursuant to clause 2.7 above for any reason, to the extent that any payment has been made to You in accordance with clause 4.2, You shall promptly refund such sum to Us. This clause 4.11 is without prejudice to any right to claim for interest under the law, or any such right under any Contract.
12. All amounts due from You under any Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

As between You and Us, all intellectual property rights and all other rights in the know-how, methodologies and any materials produced or used in the course of the provision of the Services shall be owned by Us and you shall have no rights or entitlement in or to the same.

In performing our respective obligations under each Contract, You and We separately undertake to each other that we shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

1. You and We each undertake that we shall not at any time during a Contract or after its termination disclose to any person the terms hereof, any technical or commercial know-how, specifications, methodologies, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other, its employees, agents, consultants or subcontractors or of any member of the group of companies to which We or You belong and any other confidential information concerning our respective business or its offerings which the other party may obtain, except as permitted by clause 7.2.
2. Either party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with a Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.


3. You confirm and agree that We may refer to You as a client of Ours for promotional purposes.

1. Nothing in any Contract limits or excludes Our liability for death or personal injury caused by Our negligence or fraud or fraudulent misrepresentation.
2. Subject to clause 8.1, We shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with any Contract for: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings or refund; loss of or damage to goodwill; loss of use or corruption of software, data or information; and any indirect or consequential loss.
3. You accept and acknowledge that nothing in any Contract is, nor shall it be deemed to be, any form of guarantee that any claim for a VAT refund shall be successful or that any particular amount shall be refunded or paid to You. You further expressly acknowledge and accept that We shall have no liability to You whatsoever in respect of any matter arising as a result of any failure by You to comply with Your obligations under any Contract.
4. Subject to clauses 8.1, 8.2 and 8.3, Our total liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with all Contracts in any consecutive 12 month period shall be limited to an aggregate amount equal to the total fees paid by You to Us in that period.

1. We may terminate any Contract upon providing not less than ninety (90) days’ prior notice in writing to You to that effect. You may cease submitting invoices and claims to Us for Our consideration at any time, or by providing not less than ninety (90) days’ prior written notice in writing to us to that effect, in both cases subject to clause 3.1(d), but either such cessation shall not affect any ongoing Accepted Claims.
2. Without affecting any other right or remedy available to Us, We may terminate any or all Contracts with immediate effect by giving written notice to You if the You commit a material breach of any term of any Contract which breach is irremediable or (if such breach is remediable) which You fail to remedy within fourteen (14) calendar days after being notified in writing to do so or where the You become insolvent, are unable to pay Your debts as they fall due or suspend or ceases, or threaten to suspend or cease, trading or any analogous event occurs in any relevant jurisdiction.
3. In the event that there is any material breach of any Contract by Us, You shall be entitled to terminate that Contract (and only that Contract) immediately on written notice to Us in the event We fail to remedy such breach within fourteen (14) calendar days of You notifying Us in writing that You require such remedy.

1. On termination or expiry of a Contract or in the event of clause 2.8 applying, We shall be entitled to elect to carry on with any outstanding Accepted Claims until sums due in relation to the same are paid out by the relevant tax authority (in which case the provisions of clauses 3 and 4 shall apply notwithstanding termination of the relevant Contract) or to cease to provide the Services entirely. In the latter situation, You shall be liable to refund to Us promptly on demand any sums already paid to You pursuant to clause 4 along with an amount equal to the shortfall referred to in clause 4.6 or the fee referred to in clause 4.8 (as applicable depending upon whether the Accepted Claim in question is within the Pre-Financing Service or the Normal Refund Service) along with statutory interest on such sums at its then current rate under English law from the date they were paid to You until the date received from You by Us.
2. The following clauses shall continue in force: clauses 2.5, 3 to 5 (inclusive), 7, 8 and 13 to 23 inclusive.
3. Termination or expiry of any Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

To the extent that We are prevented, hindered or delayed in or from performing any of Our obligations under a Contract by any event beyond Our reasonable control, including but not limited to any act or omission by You or those within Your control, any act of God, change in law or applicable regulation, strike, labour dispute adverse weather or any other matter beyond our reasonable control, We shall not be in breach of that Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

1. We reserve the right to amend these Terms upon provision of not less than thirty (30) calendar days’ written notice to You. Such amendments shall apply only in respect of claims becoming Accepted Claims on or after the date of expiry of such notice. We also reserve the right to change our third party finance, foreign exchange and bank account providers at any time at Our sole discretion without notice to You.
2. Other than as provided for in clause 12.1 above, no variation of a Contract shall be effective unless it is in writing and signed by You and Us (or our authorised representatives).

No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of any Contract.

1. Each Contract constitutes the entire agreement between You and Us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between You and Us, whether written or oral, relating to that Contract’s subject matter.
2. You and We agree that neither of us shall have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in a Contract. You and We agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in any Contract. Nothing in this clause shall limit or exclude any liability for fraud.
3. We and You shall, and shall ensure that any third party within our respective reasonable control shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to all Contracts.

1. Each Contract is personal to You and You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under any Contract.
2. We may at any time assign, novate, mortgage, charge, declare a trust over or deal in any other manner with any or all of Our rights under any Contract.

1. Nothing in any Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party (other than for the limited purposes set out above), or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. You confirm You are acting on Your own behalf and not for the benefit of any other person.
3. You hereby irrevocably confirm that any individual submitting invoices purportedly on Your behalf to Us for consideration pursuant to clause 2 above, shall be, and is hereby, irrevocably authorised by You to enter into a Contract in respect of the same and any and all acts by that individual shall be ratified by You and accepted as acts of Yours for all purposes, unless You have notified Us in writing in advance of such submission that such individual is not authorised to enter into any Contract on Your behalf.

Where We do so, We are entering into Contracts on our own behalf and as agents for Our selected finance providers (the “Finance Providers”). Save for the Finance Providers who shall be entitled to enforce the terms of any relevant Contract against You as if they were a party to that Contract, no one other than a party to a Contract, their successors and permitted assignees, shall have any right to enforce any of its terms. These Terms and the application form may be amended as set out therein without the consent of any third party, including any such Finance Provider.

1. A notice given to a party under or in connection with a Contract:

(a) shall be in writing and in English or accompanied by an accurate translation into English;

(b) shall be sent to the party for the attention of the contact and at the address, fax or email address listed below;

(c) shall be sent by a method listed below; and

(d) shall be deemed received as set out below if prepared and sent in accordance with this clause.


2. Your address and contacts are as set out in the application form and our address and contact details are set out on our website.
3. A party may change its details by giving notice, the change taking effect for the party notified of the change at 9.00 am on the later of:

(a) the date, if any, specified in the notice as the effective date for the change; or

(b) the date five (5) working days after deemed receipt of the notice.


4. Notices may be delivered and shall be deemed received as follows:

Delivery method Deemed delivery date and time

Delivery by hand On signature of a delivery receipt or at the time the notice is left at the address

Pre-paid airmail providing proof of delivery 9.00am on the fifth working day after posting or at the time recorded by the delivery service

Fax At the time of transmission

Email 9.00 am on the working day after being sent provided a delivery receipt has been successfully obtained


5. For the purpose of this clause and calculating deemed receipt:

(a) all references to time are to local time in the place of deemed receipt; and

(b) if deemed receipt would occur in the place of deemed receipt on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is deemed to take place at 9.00 am on the day when business next starts in the place of receipt.


6. 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.

Each Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Contract.

Each Contract 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) shall be governed by and construed in accordance with the law of England and Wales.

1. We and You irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with any Contract or its subject matter or formation (including non-contractual disputes or claims).
2. You shall ensure that You obtain all necessary consent and permissions in order to enable Us to process and share (and You hereby agree to Us processing and sharing) all data (including any personal and sensitive personal data and this may also include names and details of Your individual employees) relating to the Claims, Accepted Claims and the Services for the purposes of providing the Services, pursuing the Accepted Claims, evaluating the Claims, processing payments hereunder, undertaking statistical analysis, liaising with our supplier partners who may provide us with invoices issued to you, marketing and providing information to Our financial backers, in each case in relation to the arrangements contemplated by these Terms and any Contract. You accept and acknowledge that this may involve transfer, storage and processing of such data outside the European Union, to which You hereby expressly consent and in respect of which You shall ensure You have all necessary consents and permissions from any relevant third parties.
3. You further authorise Us to carry out such credit and background checks as We may deem appropriate in Our sole and absolute discretion and You hereby irrevocably consent to Us carrying out the same and processing Your data and information for such purposes.

The following definitions and rules of interpretation apply in respect of each Contract:

1. Clause, Schedule and paragraph headings shall not affect the interpretation of the Contract.
2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
3. The application form forms part of the Contract to which it relates and shall have effect as if set out in full in the body of the Contract. Any reference to a Contract includes the relevant application form.
4. Each Contract shall be binding on, and enure to the benefit of, You and Us and our respective personal representatives, successors and permitted assigns, and references to You or Us shall include our respective personal representatives, successors and permitted assigns.
5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
6. A reference to writing or written excludes fax and email.
7. Any obligation on You or Us not to do something includes an obligation not to allow that thing to be done.
8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.