GENERAL TERMS AND CONDITIONS
Words and phrases used in this document:
For the avoidance of doubt or misrepresentation, terms used within this document are set forth and defined as follows:
“Agent” means an individual or a company authorised to work with or represent BANCARD and who introduces parties to BANCARD for intended business transactions. They do not carry authority of BANCARD.
“Appointment” means any Appointment, Term Sheet, Arrangement or similar type of written agreement, issued by BANCARD to a Principal, Agent, outlining a set of duties or tasks or may set out a Facility that has been identified and/or is being requested by the client.
“Associated Parties” means any company, institution, provider, supplier or in general individual in communication with BANCARD.
“Best Endeavors” means the taking of all such reasonable steps as due skill and expertise may require to attain the specified objective but not so as to import an undertaking that such specified objective shall or will be achieved.
“Broker” means the event in which BANCARD acts within a transaction not as principal but as an intermediary or consultant between principal and an Associated Party or Provider, remunerated by fees and commissions under a specific Appointment, Arrangement, Agreement, Terms and Conditions, and/or any other agreement if applicable.
“Fee Agreement” means an agreement entered between BANCARD and any other entity and/or individual that protects commissions and fee payment that may fall due payable to BANCARD.
“Expert Partners” means third expert parties that may be called upon to undertake a work of a specific nature. To include, without limitation, accountants, appraisers/assayers, auditors, surveyors, valuers, legal professionals, and professionals of a specific field.
“Facility” means an agreement or documentation committing and/or establishing a contract or other formal arrangement, which may be subject to satisfaction of the agreed terms and conditions as set out therein.
“Facility Provider” means any bank, investment group, provider, supplier, fund or individual or body corporate or similar who provides the Facility to the principal.
“Principal/s” means a party as may be defined in covering correspondence attached hereto and who is the party contacting BANCARD and who will be the recipient or beneficiary of a Facility that the Principal/s requested to BANCARD.
“BANCARD” means BANCARD GROUP LIMITED a UK company registered under Company Number 10160037 on 3rd of May 2016.
BANCARD reserves the rights to enter freely into agreements with third parties and introduced parties with the objective of undertaking its business and equally reserves the rights to refuse third parties and
introduced parties should it decide that the business under discussion is not suitable for BANCARD at the time in question, without recourse.
The conduct of business of BANCARD does not include banking, investment, or securities trading. We do not hold third-party funds, nor do we offer investment advice or facilitate the management of assets.
We are not currently regulated by UK financial regulatory agencies.
BANCARD and its officers, directors, and employees are not traders, banking officers or government employees; nor are they affiliated with, or endorsed by, any banking institution, government, or government agency. BANCARD does not render investment or legal advice and makes no warranties or representations as to information provided. BANCARD shall communicate its business primarily in the
International business language of English. Any translations appended to its documents, agreements, contractual paperwork or other publications either private or public, shall be made for ease of use only and the English language version shall prevail.
BANCARD is a UK Registered Company and any business conducted with BANCARD is conducted under the laws of the United Kingdom.
All parties entering business transactions with BANCARD will be required to provide statutory information on themselves, their companies, beneficial owners, and directors by completing a Client Information Sheet form (or other forms as may be applicable). Agents introducing parties to BANCARD will be required to file this information on their customers behalf.
BANCARD reserves the right to undertake due diligence investigation on all parties being introduced to it for the first time, including verifications of identities of the principal members and beneficial owners. The rights of refusal to enter into any transaction(s) are retained by BANCARD, which shall enter into business with an introduced party on the basis as may be described in covering correspondence. When
transacting business with BANCARD, the terms and conditions herein stipulated shall prevail.
BANCARD aims to provide all necessary documentation, agreements, and contracts expressly and in good time. Documents are issued to our counterparties directly or to their advisers, legal advisers, or Agents if we are coordinated to do so. BANCARD reserves the right to withdraw and otherwise terminate any agreement or contract that has been issued and has not been executed within a ten-calendar day period, save where additional time has been agreed in writing and/or in covering correspondence that is duly signed by an authorised signatory for BANCARD.
BANCARD reserves the right to refuse dealings with intermediaries that have not been pre-accepted by BANCARD as an Agent or Broker of Record. Documents, Contracts, Terms, Mandates or any other written form of agreement issued by BANCARD or stated to be originating from BANCARD is not valid unless signed by an authorised signatory of BANCARD.
BANCARD recognises third party external Agents that have valid and existing Agency Agreements or Brokers Appointment Agreements or supporting correspondence, only.
The terms of conduct of Agents, Brokers of Record and their brokerages are governed by their respective executed Agreement or Appointment Agreement. BANCARD expects its Agents and Brokers of Record to always conduct themselves professionally. BANCARD undertakes no responsibility, nor does it authorise, its Agents or Brokers of Record to enter into any form of agreement, undertaking, obligation or liability either written or verbal on behalf of BANCARD.
If BANCARD does not secure a Service or show evidence of such a Service being secured for the principal(s) in accordance with the Mandate or Instruction (or show a similar service that may be available to the principal) within the agreed timeframe, the principal has the right to offer such appointment to another party but must inform BANCARD in writing prior to doing so. For its services and expertise BANCARD shall charge fees and commissions to the principals for its services, expert advice, procurement and/or making available of a Service referred to as (“the Commission”) and pursuant to an Agreement. By the execution of a Mandate or Instruction, the principal thereto so warrant that they shall pay such commission without hinder or protest in accordance with the terms of the Agreement and any other terms as may be laid out in covering correspondence. In the absence of such Agreement or other written arrangements for the payment of fees and commissions, the terms, rates, and charges herein stated shall apply.
The principal(s) acknowledge the procedures and obligations as outlined within any Mandate or Instruction and further confirm and warrant that they adhere to the Terms and Conditions of BANCARD in their entirety as laid out herein. If the principal wishes to cancel proceedings at any time prior to receipt of the services, advice and/or any Facility being provided, the principal may do so by giving five (5) days written notice to BANCARD at the address herein or by electronic mail to the dedicated email address communicated at the beginning of the related correspondence. The principal will be required to make immediate payment of any outstanding indebtedness due to BANCARD prior to issuing cancellation. BANCARD reserves the right to appoint an Agent or Expert Partner to act on its behalf as and when it deems it necessary in the conduct of any part BANCARD‘s obligations under a Mandate or Instruction or any other written or verbal agreement.
BANCARD shall hold dealings direct with the principal (who shall be deemed to be the entity, personal or corporate, effecting or benefiting from any such Facility or otherwise named) or hold dealings with the principal’s advisor(s) who must be mandated by the principal through notarized (and legalized) Power of Attorney prior to BANCARD holding dealings with any such advisor.
BANCARD understands that the principal undertakes business with BANCARD on the following basis; (a) he/she does so lawfully and is not in breach of any statutory or fiscal regulations, or corporate requirement. (b) he/she is sufficiently trained, commercially experienced, and so versed in business affairs as properly to evaluate and quantify the extent and nature of any obligations hereby/thereby or here/there to be incurred. (c) he/she has relied on his/her own counsel’s advice and on his own and other independent advice and judgment and not on any counseling or influence from BANCARD. (d) that he/she has acted of his/her free will and not under any influence from BANCARD. (e) he/she acknowledges that BANCARD acts on a “best effort basis” to the extent that failure by BANCARD to procure any acceptable Service shall not be deemed a breach of any of BANCARD’s obligations either herein, written, verbal or obligations or undertakings as may be made in any Mandate or Instruction held with the principal.
BANCARD shall accept formal communication by digitally signed and accepted confirmed email, confirmed facsimile transmission as well as normal first-class mail to include International mail and couriers provided the mail or courier package is delivered at the registered offices of BANCARD on a working day during working hours.
BANCARD shall be deemed to receive any documentation; (a) in the case of UK post, 48 hours after posting within UK; (b) in the case of International mail, by issuing a postage receipt of the same, and; (c) in the case of all other methods, by confirmed signing of a receipt of courier.
BANCARD reserves the right to request that any communication is sent again should BANCARD fail to receive such communication sent by the principal (and/or his advisors).
Standard working hours of BANCARD are 9 am to 5 pm Monday to Friday, excluding public and bank holidays in the United Kingdom.
BANCARD shall issue to the principal (and/or their advisors) a receipt for all paperwork, files, and property of the principal in connection with any transaction and/or facility being contemplated upon it being in the possession of BANCARD, save where such information is sent by electronic mail.
BANCARD shall divulge such information only to its sources, lenders, investors, providers, contacts and trusted associates and operates under strict confidential procedures to ensure all information kept is secure and private.
BANCARD takes no responsibility for any loss, damages or subsequent loss(es) as a result of the loss or damage of paperwork, files or property of the principal (and/or their advisors) within its possession.
Upon receipt of an enquiry from the principal (and/or their Advisors, Agents or Broker of Record), BANCARD shall issue to the principal (and/or the advisors, Agents or Broker of Record) a formal Mandate or Instruction (this includes Term Sheets or other forms of written instruction or agreement) which may be sent by electronic mail to the principal and/or their advisors, Agents or Broker of Record,
and/or subsequently by mail or courier, for all undertakings contemplated.
Should the principal wish to accept the Mandate, Instruction and/or Terms and formally instruct BANCARD to undertake such work, then the principal must sign and return the Mandate, Instruction or Terms (or other agreement if applicable) where indicated to formally accept it. No undertaking will be accepted and no work shall commence until BANCARD has received signed and duly executed documents in evidence of the principals instructions.
Where the Mandate, Instruction or Terms are signed and executed by a third party under power of attorney of the principal, it shall be deemed to be the principal’s own instruction and therefore the principal shall be held responsible for the payment to BANCARD of any fees and/or charges incurred as may be laid out within the Mandate, Instruction and/or Terms. In the absence of written agreement to the contrary, the fees and charges of BANCARD that shall be levied to the principal are those as laid out
herein. In normal circumstances, payments shall be required in full upon the formal acceptance, or a fee may be requested from the principal. No work shall be undertaken until full payment is made or the appropriate fee has been received. Payment is accepted by SWIFT bank wire transfer or electronic payment method for work to commence immediately. No work shall commence without BANCARD first receiving a completed Mandate, Instruction, Terms and/or signed confirmed acceptance of a Proposal together with payment as may be advised therein. Once signed, the Mandate, Instruction and/or Terms should be sent to the attention of BANCARD before the “Valid Until” date written on the Mandate, Instruction and/or Terms (or other agreement if applicable). The Mandate, Instruction and/or Terms must be accepted and returned by the “Valid Until” date if applicable. After expiry of the “Valid Until” date the Mandate, Instruction, Terms and/or document(s) (to include documents and/or agreements appended thereto if applicable) should be considered null and void. BANCARD cannot guarantee that any subsequent quotations given for the same work will be given on the same conditions, nor that any Facility identified nor Terms will become available in the future. By signing and returning the Mandate, Instruction, Terms and/or other agreement if applicable, is the sole acceptance of both the principal (and their advisors, Agents and Broker(s) of Record) to abide by BANCARD Terms and Conditions of Business as herein defined.
Terms and Conditions of Business for BANCARD may from time to time be updated and amended. Where such update or amendments are made, BANCARD shall provide the updated version by publishing it on this site. BANCARD will not notify any changes or updates to its terms and conditions of business and is the duty of the principal to check. Any disputes arising between the parties shall rely on the most current version of the Terms and Conditions of Business of BANCARD.
Any additional work undertaken outside the scope of any Mandate, Instruction or Terms will only be undertaken by BANCARD upon receipt of written instruction from the principal to do so, and will be charged to the principal at BANCARD rates, as specified in the exchanged communications.
It should be noted by the Principal that in the event of a proposal submitted in reply to the Principal’s request in which a commission has not been indicated, it is noted and advised by BANCARD to the Principal that the Principal should budget and allow approximately One Percent (1%) of the value of the business being undertaken for costs and charges. This is given as an indication only and does not form part of, nor should be considered as a proposal. Proposals (including any indicative terms) given are subject to change and are not considered a contractual undertaking. BANCARD does not guarantee that by the offering of proposal (including indicative terms) that the Facility therein quoted is (or will be) available to the principal and that any Facility is always subject to underwriting, acceptance and due diligence.
Once BANCARD has completed its duties (as stated therein any Mandate, Instruction, Terms and/or any other agreement if applicable) and have delivered confirmation in writing to the principal that BANCARD has completed in full its undertakings and instructions as defined thereunder, BANCARD shall be deemed to have completed in full and any Commission, Fee and/or Pay Order and/or outstanding payments unpaid by Principal shall immediately fall due and payable. In the event that BANCARD has been required to deliver a Facility to the principal, the Facility shall be deemed to be delivered by BANCARD by BANCARD presenting the principal with the necessary documents, contracts and/or agreements relating thereto or by BANCARD making introduction in person of the Facility Provider to the principal for the entering into contract and/or agreement. Any payments made to BANCARD that may form part of a Mandate, Instruction, Terms or other agreement if applicable are nonrefundable in any event, unless otherwise stated in writing by BANCARD, only.
The principal has the right to cancel proceedings at any time prior to receiving the services and/or expert advice and/or Facility by giving five (5) days-notice in writing (confirmed email transmission acceptable) to the registered offices of BANCARD. Upon receipt of the written cancellation notice by BANCARD and after such notice period has elapsed, if applicable BANCARD shall refund any monies of the principal held on account against future disbursements to third parties (excluding fees and costs due or received for payment of BANCARD Fees and Costs), less fees and disbursement incurred to date on behalf of the principal. Should the principal cancel proceedings while owing monies and/or fees to BANCARD, then BANCARD has the right to call upon those monies owing to be paid within 72 hours of receipt of the cancellation notice being received. Should monies owing not be paid after receipt of such cancellation notice from the principal (and/or their advisors) and after such 72 hour period, then BANCARD reserves the right to effect legal action for the recovery of fees / costs (plus any additional costs, plus interest payments on outstanding balances at 0.80% per month) immediately.
Upon taking instruction, BANCARD does not guarantee any Facility can be secured or approved. In the case that (due to unforeseen or unknown circumstances of the principal or adverse information that may come to light about the principal) it may not be possible to obtain a Facility, any payments held on account of the principal by BANCARD as per a Mandate, Instruction, Terms and/or any other agreement if applicable, will not be refundable in any circumstances unless expressly stated within the document to which the charge(s) refer. BANCARD reserves the right to terminate dealings and/or negotiations at any time without giving reason and without prejudice to the principal (and/or their advisors, Agent or Broker of Record).
The fees and charges of BANCARD may be outlined to the principal under separate cover and where requested by the principal, or within a Mandate, Instruction, Terms or other agreement if application, together with any costs associated with that transaction. BANCARD may from time to time levy a flat charge for standard due diligence and background investigation required for the construction of appraisal reports, visits and/or risk analysis of the principal’s project or banking facilities. In this instance BANCARD shall levy a fee for investigative work and a fee for project appraisal work (plus consultants disbursements, travel and business expenses). BANCARD shall levy a charge to the principal before approving any banking facilities presented to BANCARD in respect of a Facility. Should the Principal decide to alter or change their bank and/or banking any time during the transaction (or make changes that fundamentally adjust the corporate structure of the principal), BANCARD may levy a fee for communication and increased due diligence. If in doubt, the obligation of requesting a list of BANCARD charges falls on the Principal. By execution of a Mandate, Instruction, Terms or any other agreement if applicable, or by the verbal instruction of BANCARD by the principal, the principal accepts the fees and
charges of BANCARD as stated. BANCARD reserves the right to levy late payment fees to unpaid invoices being left unpaid for 30 days or more. A late payment fee is equal to (four percent) 4% of the invoice value shall be added for each 30 days (or part thereof) the invoice is left outstanding.
Any other work that is not covered by any aspect of these Terms and Conditions nor is covered within any Mandate, Instruction, Terms or any other agreement if applicable, shall be deemed outside the realms of BANCARD instruction and any additional work shall be undertaken upon the further written instruction of the principal and charged to the principal at BANCARD rates.
In any dealings with BANCARD, THE PRINCIPAL(s), AGENT(s) and BROKER(s) OF RECORD hereby warrants to BANCARD that any financial, personal, corporate, transactional or other data information
or material furnished to BANCARD at any time in connection with, or related to, a transaction are accurate, complete, correct, and current, and principals hereby acknowledge that BANCARD shall enter into a Mandate, Instruction, Terms or any other agreement if applicable, in reliance upon such warranty. THE PRINCIPAL(s) also declare to BANCARD for the purposes of International anti-money laundering legislation, that they act lawfully in the conduct of their business and that all and any funds involved in the payment of any fees, costs or commissions associated with a Mandate, Instruction, Terms and/or any other agreement if applicable (and/or transaction), have been obtained by the principals through lawful means or through lawful business practice.
IN THE EVENT of any information submitted to BANCARD being proved to be a misrepresentation or false, misleading or incorrect in any respect, or the principal(s) fails to issue, undertake or action any matter or thing as may be required in order to obtain the service and/or the Facility and/or fails to action or execute any obligation that prevents BANCARD from executing its duties and/or its instructions or undertakings thereunder any Mandate, Instruction, Terms and/or any other agreement if applicable, it shall constitute a breach of BANCARD terms and conditions on the part of the principal(s) and BANCARD obligations under any Mandate, Instruction, Terms and/or any other agreement if applicable, shall forthwith cease, without prejudice to BANCARD rights to receive unconditionally in full the Fees, Charges, Costs and/or Commissions as may be described under a Mandate, Instruction, Terms and/or any other agreement if applicable including Commission Agreements, which will become due and payable forthwith to BANCARD in full and further the principal(s) will indemnify BANCARD against any loss claim or damages resulting from the breach of such warranty. In making such warranties to BANCARD, the principal(s) herewith waives all and any rights of defense that may prevent BANCARD from receiving in full its Fees, Charges, Costs and/or Commissions as may be laid out under a Mandate, Instruction, Terms and/or any other agreement if applicable including Commission Agreements.
THE PRINCIPAL(s) hereby warrant that in executing any Mandate, Instruction, Terms and/or any other agreement if applicable with BANCARD: (a) they understand that any ancillary charges or charges accrued from the principal’s side are the subject matter of the principal(s) and their party and do not concern or involve BANCARD. (b) they confirm and attest that BANCARD has not solicited the principals in any way in connection with any aspect of a Mandate, Instruction, Terms and/or any other agreement if applicable or with the Facility and that BANCARD has not given any investment advice or counselling to the principal(s). (c) that any person(s) or entities appointed as “Agent” or “Broker of Record” are wholly independent from BANCARD and are not acting on or for BANCARD behalf and BANCARD waives any and all liabilities arising therefrom, save where special circumstances have been employed. Entering into dealings with BANCARD prohibits the principal (including their officers, employees, directors, beneficial owners or any other representatives of the principal) from taking such action that negatively impacts BANCARD, its reputation, products, services, management or employees. Any negative action taken in this manner by the principal shall entitle BANCARD to seek damages from the principal and the principal hereby waives all rights of defense in the claim of such damages.
Any parties that wish to make a complaint about any aspect of working with BANCARD should make their complaints in writing to BANCARD GROUP Ltd at its registered office address as available on public records. BANCARD will respond to all letters of complaint received within 28 days of receipt.
In accepting to deal with BANCARD, all parties (including principals, Agents, Brokers of Record and extended to associates, directors, partners, colleagues, beneficial owners of those parties) also understand that in doing business with BANCARD they may learn of persons and institutions that are the intellectual property of BANCARD and as such BANCARD requires the principals to execute a Confidentiality Agreement as may be attached and/or included within a Mandate, Instruction, Terms and/or other agreement and in covering correspondence (if applicable), or using this Confidentiality Clause as an agreement between BANCARD and the principals (as may be defined in covering correspondence). Any correspondence or document issued by BANCARD that refers to the Terms and Conditions of Business (or simply, “terms and conditions”) of BANCARD, should be deemed to include reference to this confidentiality clause.
WHEREAS BANCARD resolves to provide services and consulting options to the principal in accordance with a Mandate, Instruction, Terms and/or any other agreement if applicable (or other co-operative arrangement) as may be described in covering correspondence. WHEREAS the parties of the principal(s) who are willing to act on behalf of BANCARD hereto the above-described role and to adopt for the term of the relationship or any extensions agreed thereto such responsibilities as outlined herein or within any covering correspondence. Each party hereto possesses certain secret and/or other special information which is essential and/or vital to the official operation, conduct and/or expansion of the business of that part. This special information is primarily, but not wholly related to the particular fields of activity in which the parties are engaged; (i) contacts with other companies or persons (ii) contacts existing or in negotiation (iii) financial positions and accounts (iv) technical and other knowledge (v) special banking and funding details and techniques to assist negotiations between the parties, each party is prepared at its respective discretion, to disclose to the other party such special information as the other party may need to receive, or to which access is required and to make such disclosures as the parties may be prepared upon the terms and conditions set out in this agreement and whereby the exact content and the amount of the special information disclosed by any one party to the other shall be at the absolute discretion of the party making the disclosures. The party receiving the special information undertakes not to use the special information or any part thereof save for the express purpose of carrying out evaluation of that special information and of the commercial value of the proposed transactions but not specifically limited thereto. Each party that receives special information from the other, shall keep and procure to be kept secret and confidential all such special information and any other secret or confidential information relating to the other party, that may from time to time come into the knowledge of the party receiving the special information by virtue of the relationship formed by this agreement. The party in receipt of the special information shall not disclose the whole or any part of the information to any Director, Employee, Consultant, Sub-Contractor, or other third party unless the duties related to the transactions cannot be otherwise performed. Where the parties make disclosures, to third parties, then the disclosing party shall procure that those third parties to whom disclosures are made, keep the special information disclosed secure secret and confidential and are contracted to maintain the same conditions of secrecy and confidentiality that are imposed herein and the party receiving the special information, shall be responsible for any and all not authorised disclosures, whether through its own actions or omissions or those of any third party. The party receiving any special information shall not unless authorised in writing by the party providing the special information, make any copies or reproductions in any manner or form whatsoever, of any documents advised by the other party, as being special information, without prior written approval. On completion of the evaluations to be conducted by the parties, all secret and confidential documents forming part of the special information shall be returned on demand to the party that provided the special information. The parties shall indemnify each other and keep so indemnified for the minimum period of ten (10) years from the date of their initial dealings and any statutory period thereafter against any loss arising from any breach of any agreement between the relevant parties and against all claims other actions or proceedings, costs expenses and damage, whether direct, indirect or economic or consequential, which may arise from a breach of agreement and which shall include negligence, by either party hereto, by their co-Directors, Employees, Agents, Personnel, Consultants and Associates. Following completion of the evaluations carried out by the parties, neither shall disclose to any third party the whole or any part of the special information, without express permission from the other party.
Each party also expressly undertakes to the other, that they will not in any way whatsoever, circumvent the interests, contacts, contracts, negotiations, facilities or opportunities of the other party and will not
circumvent any matter position or situation, pertaining to the business or operations, of the other party and the parties hereby further undertake to refrain in all circumstances from carrying out any act or omission, which would in any way diminish the value, interests or benefits of the other party.