Terms and Conditions

GENERAL TERMS AND CONDITIONS

1. Definitions and Interpretation
In these General Terms and Conditions unless the context requires otherwise, the following terms mean:
Applicant means the business entity, including in the instance of sole traders, the individual, engaging us to arrange finance for their business.
Arranged Finance is an offer of finance that reasonably meets the funding you requested in the Finance Application taking into consideration the quality of your credit, the credit of your shareholders, and guarantors, the information provided to us about your business and available security and the then prevailing market lending rates and conditions.
Complex Transaction - any Finance Application that requires multiple lenders, the arrangement of share capital or hybrid debt/equity instruments, offshore security or shareholders or guarantors, or the sale of shares or other assets of the Applicant or cross guarantees
Finance Application - the online application made by you or otherwise submitted by you to us and any other supporting information you have provided to us.
Guarantor in the context of any Finance Application, the directors, shareholders or others required by a Lender to guarantee your loan and for the Success Fee means each and every director of the Applicant jointly and severally.
Lending Partners - Lenders with whom we have an introducer relationship or agency and may present your Finance Application to for consideration.
Lenders - Either Us or our Lending Partners who may provide Arranged Finance to you.
Success Fee - the aggregate of the Application Fee and Arrangement Fee described in 2.
You the Applicant for finance.
Us - NZ Business Finance Limited and its permitted assignees.
2. Appointment
You exclusively appoint us to arrange finance for you described in the Finance Application for a period of 2 months from the later of the date of the Finance Application or the date of receipt by us of final payment by you under this engagement.
3. Recoverable Expenses
You will reimburse us for all reasonable out of pocket expenses incurred in relation to your Finance Application including but not limited to, credit searches, debt collection services including reasonable legal expenses incurred, in the event you do not accept the Arranged Finance or there is a dispute between you and us or you do not pay the us the Success Fee.
4. Interest
You will pay us interest on any unpaid fees or expenses calculated at a rate of 0.15% per day for any amounts that remain unpaid after 7 days.
5. Success Fee
The Success Fee will be an amount calculated as the sum of the Application Fee and the Arrangement Fee as set out in the Success Fee Calculation Table below. The Arrangement Fee is calculated as the greater of the Minimum Arrangement Fee in the relevant row and the Arrangement Fee % multiplied by the total loan amount arranged (including any Lender’s Fees and disbursements). For example, our Success Fee for arranging a $155,000 loan for your business will be an Application Fee of $500 plus GST and an Arrangement fee of $3,100.

The Success Fee is payable if we provide you with a copy of the Arranged Finance even if it is remains conditional on reasonable conditions.
6. Success Fee for Complex Transactions
For Complex Transactions our Success Fee will be calculated as above but the Arrangement Fee will be an amount that is equal to two times the Minimum Arrangement Fee and the Arrangement Fee % in the above table and it will be equal to four times the Minimum Arrangement Fee and the Arrangement Fee % in the above table where we arrange equity or hybrid debt/equity.
7. Other commissions
You acknowledge that our lending partners may also pay us commissions, fees and incentives to introduce business to them and that we may receive these fees in addition to the Success Fee that you pay to us.
8. Commencement and General
We will commence this engagement upon receipt of an email from you acknowledge acceptance of these General Terms.
9. Payment of Invoices
You will pay all invoices to the bank account specified by us within 7 days or at the time of drawdown of the Arranged Finance, whichever is earlier (the “Payment Time”) and irrevocably authorises NZ Business Finance Limited to instruct the Lender to pay the Success Fee directly to us at the time of drawdown of the Arranged Finance. If you have not challenged the validity of an invoice or raised a genuine dispute in relation to the Success Fee in writing by the Payment Time, then you agree that you accept the invoice is due and payable and you are obliged to make full payment of the amount described in the invoice without withholding or deduction. Your directors unconditionally guarantee your payment obligations to NZ Business Finance Limited.
10. Disputes
In the event of any genuine dispute that cannot be resolved between you and us within a reasonable period, you agree that we may refer the matter to a dispute resolution service.
11. Warranties
You warrant that you have the necessary powers to enter into this engagement, and that all the information provided you to us is accurate to the best of your knowledge. You also warrant that you are not aware of any material matter, which has not been disclosed to us that would negatively impact on our ability to arrange finance for you. This warranty is deemed to be repeated every time you provide information to us.
12. Indemnity
To the maximum extent permitted by law, the you agree to indemnify us and hold us harmless from and against:
• all actions, claims, demands or proceedings which may be instituted against, and
• all liabilities, losses, damages, costs and expenses (including reasonable legal costs and expenses) which may be suffered or incurred by us in connection with or arising out of this Agreement or any transaction contemplated by this Agreement.
This indemnity will extend to the reasonable costs of investigating, preparing for or defending any actions, claims, demands or proceedings and any threatened litigation whether or not we are a party to those actions, claims, demands, proceedings or threatened litigation, but not to indirect or consequential losses. For the purposes of this Agreement, “We” means the NZ Business Finance Limited group of companies and its respective directors, employees and agents. You will not be responsible for any liabilities, losses, damages, costs or expenses to the extent to which they result from wilful default or breach of law or contract on the part of us. This indemnity extends to the maximum extent permitted by law and remains in full force and effect notwithstanding termination (for whatever cause) of this Agreement.
13. Confirmation and Undertakings
• You confirm and undertake that it is your responsibility to satisfy yourself as to: the accounting and taxation consequences of any course of action recommended or considered during the course of this agreement;
• the validity, sufficiency, due execution and enforceability of all agreements entered into with respect to any such course of action; and
• your compliance with all applicable legal and regulatory provisions in relation to this agreement and any such course of action.
You acknowledge that your own legal, accounting or other advisers will be responsible for advising on these matters.
14. Governing Law
This agreement (and any further letter or agreement incorporating this agreement) shall be governed by and construed in accordance with the laws of New Zealand. You and we both irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New Zealand and courts of appeal from them.