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Supplementary Terms and Conditions for WorldFirst Capital
1. These Supplementary Terms and Conditions
1.1. These Supplementary Terms govern the use of WorldFirst Capital.
1.2. These Supplementary Terms supplement, and form part of, the World Account Terms in connection with the revenue based finance agreement (the “Liberis Agreement”) which you have separately entered into with Liberis Limited (“Liberis”). The Liberis Agreement sets out the terms of the revenue based finance offering, the Advance that Liberis will provide to you, as well as the value of any payments (which make up the “Purchased Amount”) which you have agreed to make to Liberis as part of this service. These Supplementary Terms set out the changes to your World Account Terms that are necessary for you to make payments in accordance with the Liberis Agreement.
1.3. You can obtain a copy of the latest version of these Supplementary Terms by contacting World First using the contact details available on the World First website or by downloading them from the World First website.
1.4. These Supplementary Terms apply where (and from the point at which) you have entered into a revenue based finance agreement with Liberis as part of the WorldFirst Capital offering. By applying for, or using, the WorldFirst Capital offering, you confirm that you accept and agree to these Supplementary Terms in their current form, as published on the World First website, and that the World Account Terms will be supplemented as set out in these Supplementary Terms with immediate effect.
1.5. Capitalised terms used in these Supplementary Terms shall have the meanings given to them in the World Account Terms and/or the Liberis Agreement unless otherwise defined in clause 9 below.
1.6. Any breach of these Supplementary Terms will constitute a breach of the World Account Terms.
1.7. In the event of a conflict between these Supplementary Terms and the World Account Terms, these Supplementary Terms shall prevail but only in relation to the WorldFirst Capital offering.
1.8. World First may amend these Supplementary Terms from time to time by giving no less than two (2) months’ notice describing the relevant amendment(s). Notice of changes will be given in accordance with clause 20 of the World Account Terms.
1.9. Notwithstanding clause 1.8, amendments that (a) make these Supplementary Terms more favourable to you and/or (b) are required by applicable Laws, shall come into effect immediately.
2. WorldFirst Capital
2.1. In order for you to make the payments to Liberis, you confirm that you consent to the changes set out below and authorise World First to take any necessary steps in order to:
2.1.1. Identify the Purchased Amount and Split, both as defined in the Liberis Agreement, which you have agreed to pay Liberis as part of the Liberis Agreement. In order to do so you agree that Liberis will provide us with details of the Purchased Amount, Split and any other information we require to offer the WorldFirst Capital offering and you authorise us to rely on any such information provided to us as if you had provided the information yourself;
2.1.2. Restrict your access to the Split (as set out in further detail in the Liberis Agreement) from the point of receipt until the Split in question is paid out to Liberis. This will only apply to funds that are received by you from third-parties which means that this provision will not restrict your ability to redeem/transfer funds that you have uploaded to your account as a result of clause 5 of the World Account Terms; and
2.1.3. Transfer, by direct debit, the restricted funds to any Liberis Payment Account, as may be amended from time to time, acting as the Payment Processor under the Liberis Agreement.
2.2. For the purposes of these Supplementary Terms the following terms of the World Account Terms are replaced in full (or added if they do not exist) as is set out below until the point at which the Liberis Agreement is terminated, at which point these amendments will cease to apply:
| World Account Terms Clause | Amended Text (where text that has been added has been underlined for reference only) |
|---|---|
| 1.2 | This Agreement, including any Supplementary Terms and Conditions, sets out the terms governing the services provided by World First to you and your use of your World Account |
| 1.5 | From time to time World First may provide you with additional products and services. To the extent these products and services require changes to this Agreement they will be documented in Supplementary Terms and Conditions. By using any additional product or service you confirm that you agree to the changes to this Agreement introduced by the Supplementary Terms and Conditions. |
| 4.2 | You can withdraw and add funds to your World Account at any time. However, your World Account may be subject to payment upload and/or withdrawal limits or other restrictions imposed by World First at its sole discretion from time to time or in accordance with any Supplementary Terms and Conditions. We will provide you with reasonable notice prior to imposing any limits or restrictions on your World Account where possible, except if we believe that such notice would be unlawful or contravene our internal policies. |
| 4.5 | World First may suspend access to, disable or place limits on your World Account without prior notice to you (a) should we have reason to believe that your World Account is being used in, has been used in or has been associated with, any fraud or attempted fraud, or has been compromised or used in any way which is contrary to this Agreement (including but not limited to if we reasonably suspect that you are in breach of this Agreement); (b) for the prevention of financial crime, (c) if an Insolvency Event has occurred or (d) for any other reason in our sole discretion (acting reasonably), including under any Supplementary Terms and Conditions. In the event that we intend to suspend your World Account, we will contact you before we suspend your World Account and give our reasons for taking this action. If we are unable to inform you before we suspend your World Account, we will tell you promptly afterwards. In each case, our contacting you will be subject to compliance with applicable Laws and our internal policies. |
| 6.1 | You can instruct a payment by (a) contacting us in accordance with clause 13.1 or calling your Account Manager and confirming your payment instructions, including the name of the payee, the payee's account details and the amount and currency that you are sending, along with such other information that we may reasonably request or (b) logging into your World Account using your Security Credentials and following the relevant prompts. If you instruct a payment by telephone, after the call we will send you an email setting out the terms of the payment and you will need to click in order to confirm the payment. By instructing a payment, you are requesting World First to provide you with Payment Services. Payment instructions from your World Account may also be set-up as part of additional products and services provided to you by World First and carried out in accordance with the terms of the applicable Supplementary Terms and Conditions. |
| 7.1 | When World First receives cleared funds for you, we will credit your World Account with electronic money in the corresponding amount and currency. You should regularly check your transaction history and account balances. If your World Account has the functionality to receive funds from third parties, you must provide such payers with the correct Account Details. The Account Details that we provide to you are only a means for us or our affiliates to receive funds from you or third parties into a bank account held by us or our affiliates so that we can credit your World Account. The Account Details are not a bank account number for a bank account held by you. In circumstances where you have requested additional products or services from World First, funds received into your World Account may be held subject to the terms of the applicable Supplementary Terms and Conditions. |
| 20.5 | Amendments that (a) make this Agreement more favourable to you, (b) are required by applicable Laws and/or (c) are related to the addition of new payment services and / or additional products and services which do not change the terms relating to the existing payment services, shall come into effect immediately. |
The following definition is also added to the World Account Terms:
“Supplementary Terms and Conditions” means “Supplementary Terms and Conditions for WorldFirst Capital”.
3. Representations and Warranties
The Account Holder represents and warrants that:
3.1. it has and will maintain all required rights, powers, authority, permits, licences, consents, permissions and authorisations that may be required in connection with its activities under these Supplementary Terms;
3.2. it has full power and authority to agree to and accept these Supplementary Terms;
3.3. its agreement to, and acceptance of, these Supplementary Terms, and the performance of its obligations contemplated under these Supplementary Terms, does not violate applicable Laws;
3.4. all information provided by it is true, accurate and complete in all material respects as at the date of these Supplementary Terms or, if later, when the information is provided, and it will notify World First promptly of any changes to such information; and
3.5. its business is operated, and will be operated, in its jurisdiction of incorporation.
4. Indemnity
The Account Holder agrees to indemnify each of the Indemnified Persons and to hold them harmless from any and all losses, damages, actions, claims and liabilities which may arise, directly or indirectly, its use of WorldFirst Capital and/or breach of these Supplementary Terms or applicable Laws.
5. Liability
5.1. You must resolve any complaint or dispute in relation to the Liberis Agreement against Liberis directly and no claim may be made against or set off against World First.
5.2. Any liability of World First, including for claims, expenses, damages or indemnity obligations under or in connection with these Supplementary Terms will be subject to clause 18.7 of the World Account Terms.
5.3. World First shall not be liable to you for:
5.3.1. any loss of profit, business opportunity or reputation;
5.3.2. any indirect or consequential losses (whether foreseeable or not); and/or
5.3.3. any loss or damage that is not foreseeable.
6. WorldFirst Capital and Force Majeure
6.1. World First may amend and update any aspect of the WorldFirst Capital service and shall give notice of any material change by sending an email to the primary email address recorded on the Relevant World Account or notifying the Account Holder when they log into the Relevant World Account. Such primary email address can be updated in the World First portal. Your continued use of the WorldFirst Capital after any such change shall constitute your consent to such change as they will be deemed to have accepted the change unless you notify World First that they do not accept it before the proposed date of its entry into force. If you disagree with any change, you have the right to cancel your use of WorldFirst Capital immediately subject to any restrictions of, or obligations that you will continue to be obliged to perform, arising out of the Liberis Agreement.
6.2. World First reserves the right to suspend or discontinue any aspect of the WorldFirst Capital service at any time, without notice and without liability, where required by applicable Laws.
6.3. The Indemnified Persons will not be liable for any losses arising from the unavailability of the WorldFirst Capital service due to any of the following reasons:
6.3.1. system suspension which was announced by World First in advance;
6.3.2. a failure in data transmission due to a breakdown in telecommunications equipment and systems;
6.3.3. a failure in system operations due to a storm, earthquake, tsunami, flood, electricity blackout, epidemic or pandemic, war, terrorist attack or other Force Majeure event which is beyond World First’s reasonable control; or
6.3.4. hacking, website upgrades, acts or omissions of a government authority prohibiting or impeding World First and/or its affiliates from providing the WorldFirst Capital service, or non-performance by a third party for any reason beyond the reasonable control of World First and its affiliates.
6.4. If World First fails to perform or is delayed in performing its obligations under these Supplementary Terms due to Force Majeure events, then World First will notify the Account Holder as soon as reasonably practicable. In such circumstances, World First shall be entitled to a reasonable extension of the time for performing its obligations under these Supplementary Terms.
7. Miscellaneous
7.1. We both agree that any services related to and/or the payment of WorldFirst Capital and/or any Advance by Liberis in exchange for the Purchased Amount as set out in the Liberis Agreement is related to the purchase of receivables and is not intended to be, nor shall it be construed as, a loan from Liberis to you or the repayment of any loan amounts to Liberis.
7.2. Nothing in these Supplementary Terms confers or is intended to confer a benefit enforceable by a person who is not the Account Holder or World First and no term of these Supplementary Terms is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not the Account Holder or World First unless expressly stated herein.
7.3. The provisions of these Supplementary Terms are severable and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other part of these Supplementary Terms.
7.4. Any failure by World First to exercise any of its rights under these Supplementary Terms shall not constitute a waiver of such right or a waiver with respect to a subsequent or similar breach. A waiver shall be effective only if made in writing.
8. Governing Law and Jurisdiction
8.1. These Supplementary Terms shall be governed by and construed in accordance with English law.
8.2. The English courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with WorldFirst Capital or these Supplementary Terms.
9. Definitions
Whenever used in these Supplementary Terms, unless stated otherwise, the following terms shall have the following meanings:
“Account Holder Business” means the business, company, organisation or enterprise of the Account Holder;
“Account Holder” means the relevant customer of World First that has been onboarded as a World Account holder and has accepted the World Account Terms;
“Administrator” means an account administrator of a World Account;
“Advance” is as defined in the Liberis Agreement;
“Director” means a director of the Account Holder Business;
“Employee” means an individual employed by, or a subcontractor engaged by, the Account Holder Business that is authorised by the Account Holder or an Administrator to enter into or manage the WorldFirst Capital arrangement;
“Indemnified Persons” means, together, World First, its affiliates, employees, directors, officers, agents and representatives;
“Liberis Agreement” means the revenue based finance agreement which you have separately entered into with Liberis;
“Liberis” means Liberis Limited (Registered in England and Wales No. 05654231) of Scale Space, 58 Wood Lane, London, United Kingdom, W12 7RZ
“Payment Processor” is as defined in the Liberis Agreement;
“Purchased Amount” is as defined in the Liberis Agreement;
“Relevant World Account” means the World Account held by the Account Holder;
“Split” is as defined in the Liberis Agreement;
“Supplementary Terms” means these terms and conditions for WorldFirst Capital;
“World Account Terms” means the World Account Terms and Conditions governing the World Account service provided by World First;
“World First” means World First UK Limited; and
“WorldFirst Capital” means the revenue based finance arrangement services provided by World First alongside Liberis.
