CBILS Terms and Conditions

Please note that these are general T&C’s for the CBILS product. Terms and Conditions applicable to your agreement will be issued at the point of onboarding.

Before you apply for a CBILS loan through Conister, you must read these Terms and Conditions. Please read these alongside the following important documents and information:

• CBILS FAQ’s www.british-business-bank.co.uk/ourpartners/coronavirus-business-interruption-loan-scheme-cbils-2/cbils-faqs-for-smes/
• Our Privacy Policy www.conister.co.uk/privacy-policy which includes our website terms of use
• Conister’s Complaints Handling Process conister.co.uk/complaints-policy/

1 Agreement

• 1.1 The CBILS loan agreement is referred to as “Agreement” or “this Agreement“.

2 Payments

• 2.1 The Borrower agrees, subject to clause 7.5:
• 2.1.1 to pay the Total Amount Payable to the Lender by making the first Payment on the First Payment Date and the subsequent Payments thereafter at the Frequency of Payments detailed overleaf;
• 2.1.2 to pay the Documentation Fee on the First Payment Date;
• 2.1.3 if filled out overleaf, to use the Loan only for the Purpose of Loan;
• 2.1.4 to make all payments due under this Agreement to the Lender by direct debit or any other means agreed by the Lender. If the Borrower does not pay any payment under this Agreement by direct debit, the Lender may increase that payment by up to 2% to reflect its increased administration costs;
• 2.1.5 to pay interest on all overdue payments under this Agreement at the rate of 4% per annum above the Bank of England Base Rate from time to time. Such interest shall accrue on a daily basis from the due date until payment (both before and after judgment);
• 2.1.6 to make all payments under this Agreement without deduction, set-off, withholding or counterclaim;
• 2.1.7 if the Borrower is required by law to make any payment due under this Agreement subject to deductions or withholdings for any reason whatsoever, the Borrower shall pay to the Lender such additional sums as are necessary to ensure that the Lender receives and retains a net sum equal to the sum that the Lender should have received and retained had no such deduction or withholding been made or required to have been made;
• 2.1.8 if the Lender is required by law to make any payment on account of tax (other than tax imposed on the Lender’s income, gains or profit) in respect of any sum received from the Borrower under this Agreement, then the Borrower shall on demand promptly indemnify the Lender against such payment or liability;
• 2.1.9 to pay the Lender’s costs and expenses (including legal costs on a full indemnity basis) and those of the Lender’s agent for taking steps to recover any payment due or otherwise to enforce the Lender’s rights under this Agreement; and
• 2.1.10 the Lender may charge the Borrower an Annual Service Fee of £30.00 plus VAT commencing on the first anniversary of the Date of Agreement and annually thereafter.

3 Default or breach

• 3.1 Without prejudice to the Lender’s right to arrears of Payments or other sums due or for damages for breach of this Agreement, the Lender may, after giving any notices required by law, terminate this Agreement on the occurrence of any of the following events:
• 3.1.1 the Borrower fails to pay any Payment or other sum due under this Agreement to the Lender by its due date;
• 3.1.2 the Borrower fails to comply with or breaches any other provision of this Agreement;
• 3.1.3 any representation or statement made or deemed to have been made by the Borrower in connection with this Agreement is or proves to have been incorrect or misleading in any material respect when made or deemed to have been made;
• 3.1.4 the Borrower is unable to pay its debts when they fall due;
• 3.1.5 the Borrower, being an individual, has a bankruptcy order made against him or her (or in Scotland be sequestrated or become apparently insolvent);
• 3.1.6 the Borrower, being an individual, dies;
• 3.1.7 the Borrower is liquidated or wound up or has a petition for winding up presented against it or passes a resolution for voluntary winding up (otherwise than in the course of a reconstruction approved by the Lender);
• 3.1.8 where applicable, any steps are taken to appoint an administrator or administrative receiver over the Borrower or to appoint a receiver over any of the Borrower’s assets;
• 3.1.9 the Borrower convenes any meeting of all or any of its creditors or makes a deed of assignment or arrangement or otherwise compounds with all or any of its creditors;
• 3.1.10 there is, in the opinion of the Lender, a material adverse change in the financial position or business of the Borrower;
• 3.1.11 there is any change in the control, ownership or shareholding of the Borrower or any holding company of the Borrower from that existing at the date of this Agreement; or
• 3.1.12 the Borrower, being a partnership, is dissolved or proceedings for its dissolution are commenced;
• 3.1.13 there is a default in the performance of any of the Borrower’s obligations under any other agreement between the Borrower and any member of the Lender’s Group;
• 3.1.14 any company in the Borrower’s Group breaches a term of any agreement from time to time made between it and the Lender or any other company which a member of the Lender’s Group is;
• 3.1.15 the Borrower or any other company in the Borrower’s Group defaults under any finance product with any third party, including but not limited to a finance agreement or other agreement or obligation relating to borrowing or under any guarantee;
• 3.1.16 any event set out in clauses 3.1.4 to 3.1.15 occurs in relation to any Guarantor; or
• 3.1.17 if filled out overleaf, the Borrower, in the opinion of the Lender, uses the Loan for a purpose other than the Purpose of Loan.

4 Early Settlement and Termination

• 4.1 Providing that the Borrower has fully complied with its obligations under this Agreement, the Borrower may, at any time, settle this Agreement, by providing the Lender with 14 day’s written notice and by paying the Settlement Amount to the Lender on the date that the notice expires.
• 4.2 On the occurrence of any of the events specified in clause 3.1, the Settlement Amount shall become immediately due and payable by the Borrower to the Lender.
• 4.3 The Settlement Amount means the amount calculated as at the date of termination or settlement as follows:
• 4.3.1 all arrears of Payments and other sums due under this Agreement; plus
• 4.3.2 a sum equal to all future Payments that would have been payable in the absence of any early termination or settlement (less a discount for early payment of each such Payments at the rate of 3% per annum from the date of termination or settlement to the date the Payment would have been due); plus
• 4.3.3 an amount (certified conclusively by the Lender save for manifest error), equal to the loss or costs sustained by the Lender in breaking fixed deposits or re-employing funds as a result of the termination or settlement of this Agreement before the end of the agreement term; plus
• 4.3.4 all costs and expenses incurred by the Lender in enforcing its rights under this Agreement.

5 Representations and Warranties

• 5.1 The Borrower represents and warrants to the Lender that:
• 5.1.1 where applicable, it is duly incorporated and validly existing under the law of its jurisdiction of incorporation;
• 5.1.2 it has the power to own its assets and carry on its business as it is being conducted;
• 5.1.3 the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations;
• 5.1.4 the entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:
• a) any law or regulation, or judicial or official order, applicable to it;
• b) its constitutional documents; or
• c) any agreement or instrument binding pon it or any of its assets;
• 5.1.5 it is not in default under any agreement to which it is a party toan extent or in a manner which might have a material adverse effect on its ability to perform its obligations under this Agreement;
• 5.1.6 it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement; and
• 5.1.7 there are no constraints on its ability to enter into this Agreement and nothing in this Agreement will cause any borrowing limit imposed on the Borrower to be exceeded.

6 General

• 6.1 The Lender shall be entitled to assign or transfer all or any of its rights under this Agreement without the consent of the Borrower. The Borrower shall not assign, transfer, hold on trust or otherwise dispose of any of its rights and/or obligations under this Agreement.
• 6.2 Where the Borrower comprises more than one person, each person shall be jointly and severally liable under this Agreement.
• 6.3 The Borrower shall provide the Lender with management accounts, financial statements and other information in relation to the Borrower’s business and financial position that the Lender may reasonably require from time to time.
• 6.4 The Borrower shall indemnify the Lender and keep the Lender indemnified on demand against all losses, charges, demands, legal expenses (on a full indemnity basis), proceedings and judgements incurred by the Lender arising out of entering into this Agreement or in recovering money due by the Borrower to the Lender.
• 6.5 Any written communication under this Agreement from the Lender to the Borrower shall be sufficiently served if sent by prepaid post or delivered by hand to the address of the Borrower set out overleaf and, if sent by post, shall be deemed to be received by the Borrower 48 hours after the time of posting and at the date of delivery if delivered by hand.
• 6.6 References to any statute, statutory instrument, regulation or order shall be deemed to be a reference to that statute, statutory instrument, regulation or order as amended, varied or replaced from time to time.
• 6.7 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and nothing in this Agreement confers or purports to confer on any third party any benefit or right to enforce any term of this Agreement. Nothing in this clause 6.7 shall restrict the rights of any assignee of the Lender’s rights under this Agreement or successor of the Lender.
• 6.8 If any term or provision of this Agreement shall to any extent be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining terms or provisions (and any other application of the said terms and provisions) shall not in any way be affected or impaired as a result.
• 6.9 No relaxation or indulgence which the Lender may extend to the Borrower or any other person shall affect the Lender’s rights under this Agreement, nor shall any waiver by the Lender of any breach thereof operate as a waiver of any subsequent or any continuation of any breach thereof.
• 6.10 The Lender may set off any debt owed by it (and any affiliates or any other company in the Lender’s Group) against any debt owed by the Borrower or any other company in the Borrower’s Group whether or not due. If the amount of the debt is unknown the Lender may estimate the amount. Any difference between the estimated debt and the actual debt will be paid by either the Borrower or the Lender (and any affiliates) as appropriate when the amount becomes known.
• 6.11 The Lender shall be entitled to consolidate the Borrower’s, or any other company in the Borrower’s Group, liabilities under a Relevant Agreement. When calculating any amount due to the Lender under a Relevant Agreement, the Lender may (but shall not be obliged to) at any time without prior notice:
• 6.11.1 set-off or apply any debit balances against any credit balances on or under any Relevant Agreement; or
• 6.11.2 set-off or apply:
• (i) any sums paid to the Lender or any other company in the Lender’s Group under a Relevant Agreement;
• (ii) any net sale proceeds realised on disposal of any goods the subject of a Relevant Agreement; or
• (iii) any damages and/or sums awarded to the Lender or any other company in the Lender’s Group following judgment of an issue arising from a Relevant Agreement against any losses realised pursuant to a Relevant Agreement,
• against any sum due by the Borrower or any other company in the Borrower’s Group to the Lender or any other company in the Lender’s Group under a Relevant Agreement.
• 6.11.3 In this Agreement:
• Agreement has the meaning given to it in clause 1.1
• Borrower’s Group means the Borrower, the Borrower’s ultmate Holding Company and any Subsidiaries of such Holding Company from time to time
• Guarantor means any guarantor of the Borrower’s obligations under this Agreement
• Holding Company has the meaning given to it by section 1159 of the Companies Act 200
• Lender’s Group means the Lender, the Lender’s ultimate Holding Company and any Subsidiaris of such Holding Company from time to time
• Relevant Agreement means this Agreement and any other agreement between the Lender or a member of the Lender’s Group and the Borrower andor any member of the Borrower’s Group (other than an agreement regulated by the Consumer Credit Act 1974)
• Settlement Amount has the meaning given to it in clause 4.3
• Subsidiary has the meaning given to it by section 1159 of the Cmpanies Act 2006
• 6.12 This Agreement may be signed by the parties by way of electronic signature, as defined in section 7(2) of the Electronic Communications Act 2000.
• 6.13 This Agreement (and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed with the laws of England and the parties submit to the exclusive jurisdiction of the courts of England to settle any disputes (including any non-contractual disputes) arising out of or in connection with it.
• 6.14 Where the CBILS Guarantee directs how the Lender must apply any sums paid to it in connection with this Agreement, the Borrower expressly agrees that the Lender may apply any such sums in accordance with the same. The Borrower shall remain liable to the Lender for all sums not discharged under this Agreement as a result of any such direction under the CBILS Guarantee, which the Lender may certify from time to time (such certification being final and binding on the parties in the absence of manifest error).
• 6.15 Without prejudice to any other right granted by the Borrower to the Lender, the Borrower irrevocably authorises the Lender to provide any person or entity such information concerning the Borrower and this Agreement as the Lender considers necessary (in its absolute discretion) in order to comply with its obligations under the CBILS Guarantee.

7 CBILS

• 7.1 Interpretation
• For the purposes of this clause, the following terms are applicable:
• BIP Period means the period from, and including, the Date of Agreement to, but excluding, the day falling 12 calendar months after the Date of Agreement.
• Business Interruption Payment Offer Letter means, in respect of this Agreement, the offer letter issued to the Borrower by the Lender, offering the Business nterruption Payments, to be completed and acknowledged by the Borrower in accordance with the terms of this Agreement and the CBILS.
• Business Interruption Payments means the business interruption payments from the UK Government (which are set out in the Business Interruption Payment Offer Letter, the form of which has been provided by the Lender to the Borrower).
• CBILS means the Coronavirus (Covid-19) Business Interruption Loan Scheme, managed by the British Business Bank on behalf of, and with the financial backing of, the Secretary of State for Business, Energy and Industrial Strategy.
• Data Protection and Disclosure Declaration means the data protection and disclosure declaration required to be completed by the Borrower and provided to the Lender in accordance with the terms of this Agreement and CBILS, the form o which has been provided by the Lender to the Borrower.
• Domestic Protectionism means the business activity of actively promoting the protection of domestically produced goods or services within the United Kingdom in preference of imports from outside the United Kingdom.
• Facility means this Agreement entered into between the Borrower and the Lender for the purpose of the Lender agreeing to lend, and the Borrower agreeing to borrow, the Loan, subject to the terms and conditions herein.
• Information Declaration means the information declaration required to be completed by the Borrower, the form of which has been provided by the Lender to the Borrower.
• Qualifying Payments means the aggregate amount of:
• (a) any other Business Interruption Payments that the Borrower has received in relation to any other CBILS facility; and
• (b) the amount of any direct grants, repayable advances, tax or payments advances the Borrower has received under the Temporary Framework,
• to be notified by the Borrower to the Lender in the signed and returned Business Interruption Payment Offer Letter.
• Temporary Framework means the Temporary Framework for state aid measures to support the economy in the current COVID-19 outbreak
• (19.3.20/1863).
• The Lender’s ability to provide the Borrower with this loan is dependent upon the Lender’s receipt of a guarantee from the UK Government under the CBILS (CBILS Guarantee). The guarantee provides the Lender with a partial guarantee, should the Borrower default on repaying this loan.
• 7.3 The Borrower is responsible for the repayment of the loan
• (a) The CBILS guarantee is provided to the Lender and not to the Borrower. The Borrower remains responsible for repaying the whole of this loan at all times.
• (b) If the Borrower fails to pay any amount due under this Agreement to the Lender, the Lender can recover the full amount the Borrower owes the Lender from any security that may have been provided to the Lender for the Facility. If the Lender is unable to recover the full amount of any sums due under this Agreement from the Borrower, or from any security provided to the Lender, the CBILS Guarantee provides the Lender with a partial guarantee for the Agreement. Subject to clause 7.5 below, the Lender will always try to recover the full amount of any sums due under the Agreement from the Borrower or any security provided to the Lender first.
• 7.4 Claiming under the CBILS Guarantee
• Where the CBILS Guarantee is called upon, the Lender may be required to make repayments to the UK Government from any amounts the Lender receives by enforcing any security that may have been provided to the Lender for the Facility.
• 7.5 Business Interruption Payments
• (a) Please note that by applying for Business Interruption Payments, the Borrower agrees that HM Government may pay amounts directly to the Lender in respect of the interest and fees (excluding third party fees) accruing due under this Agreement during the BIP Period.
• (b) By entering into this Agreement and by signing and returning the Business Interruption Payment Offer Letter, the Borrower confirms and permits the Lender to offset the Business Interruption Payments received by the Lender from HM Government against the interest and fees (excluding third party fees) payable by the Borrower under the terms of this Agreement during the BIP Period. The Borrower also acknowledges that the Business Interruption Payments will not cover any extraordinary charges, or fees resulting from the occurrence of an event set out in clause 3 above.
• (c) The Borrower acknowledges that it will remain responsible for all interest, fees and charges payable under or in connection with this Agreement which are not covered by a Business Interruption Payment received by the Lender.
• (d) The Borrower won’t need to make any payments of interest or fees (save any extraordinary fees and any fees relating to a default) for the first 12 months following the Date of Agreement. This is because the Borrower has elected to apply for the Business Interruption Payments. The Business Interruption Payments will cover those interest payments and fees on the Borrower’s behalf.
• (e) The Lender will notify the Borrower of the exact amount of the Business Interruption Payments at the end of the BIP Period.
• (f) The Borrower acknowledges that the Business Interruption Payments do not include any VAT liability of the Borrower’s arising under this Agreement and, notwithstanding the repayment provisions as set out within clause 2 and the application of the Business Interruption Payments in accordance with this clause 7.5, the Lender may invoice the Borrower for any VAT payments due by the Borrower in respect of this Agreement.
• 7.6 Further assurances
• The Borrower will promptly do all further acts and things within its control, and execute and deliver such further documents as the Lender may reasonably require (and in such form satisfactory to the Lender), as are, in the Lender’s opinion desirable:
• (a) to implement and/or as required to give effect to any CBILS related agreement applicable to this Agreement;
• (b) for the exercise or preservation of any of the Lender’s rights, powers and remedies in respect of the CBILS (including the validity of the CBILS Guarantee) or by law;
• (c) to enable the Lender to comply with any of its obligations or duties under any state aid, regulatory requirements and/or CBILS; and
• (d) to facilitate any amendments to this Agreement as may be necessary in order to ensure continued compliance with all elements of the CBILS and the CBILS Guarantee.
• 7.7 CBILS representations
• (a) The Borrower makes the representations set out in this clause 7.7 to the Lender on the Date of Agreement and on each date thereafter until all sums due or to fall due under this Agreement are repaid in full.
• (b) The Borrower confirms:
• (i) it is not:
• (A) firm with a Part 4A Permission to carry on the regulated activity of accepting deposits and which is a credit institution;
• (B) a building society;
• (C) an EEA bank,
• as each term is defined in the Prudential Regulation Authority Rulebook as at 1 April 2020; or
• (D) a firm with permission to effect contracts of insurance or carry out contracts of insurance (other than a UK ISPV);
• (ii) it is not either:
• (A) an individual other than a sole trader;
• (B) an individual other than a partner acting on behalf of a partnership;
• (C) classified to the public sector by the Office of National Statistics; or
• (D) a primary or secondary school;
• (iii) either:
• (A) if the Borrower has been trading for fewer than twelve months as at the Date of Agreement, its turnover in the twelve-month period beginning on, and including the date on which it began trading is not expected to; or
• (B) if the Borrower has been trading for twelve months or more as at the Date of Agreement, its turnover in the twelve-month period immediately preceding the Date of Agreement, did not,
• exceed £45,000,000 (such turnover calculation being based on that used for the definition of an SME by the European Commission contained in Commission Recommendation 2003/361/EC);
• (iv) the Borrower is engaged in or will be engaged in trading activity (being the activity that generates turnover (whether or not such activity is carried on with the intention of making a profit)) (Trading Activity) in the United Kingdom on the Date of Agreement;
• (v) as at the Date of Agreement, more than 50% of the income the Borrower derives is from its Trading Activity;
• (vi) the provision of this Facility by the Lender will not breach any state aid restrictions applicable to the Borrower;
• (vii) the Borrower is not engaged in exports and/or road freight transport in its business activity or if it is, the purpose of this Facility is not to directly support dedicated export activities or to promote exports;
• (viii) the Borrower is not knowingly engaged in the activity of Domestic Protectionism;
• (ix) the Borrower has disclosed to the Lender in full and in advance of entry into this Agreement details of all other loans and/or other facilities received or applied for by the Borrower or any member of the Borrower’s Group which would reasonably be classed as part of the UK Government’s measures to support businesses during the Coronavirus (Covid-19) pandemic, including, but not limited to, the CBILS, the Coronavirus Large Business Interruption Loan Scheme, the Bounce Back Loan Scheme, the Covid Corporate Financing Facility managed by the Bank of England and any other similar schemes, measures and/or programmes supported by the British Business Bank, UK Government or similar;
• (x) the Borrower is not in receipt of any Qualifying Payments, other than those set out within the Business Interruption Payment Offer Letter;
• (xi) the Borrower’s business proposition can reasonably be expected to meet its repayment obligations under this Agreement, and it was not, on 31 December 2019, an “undertaking in difficulty” as defined in Article 2(18) of the Commission Regulation (EU) No 651/2014 of 17 June 2014;
• (xii) the Borrower’s business proposition has been negatively impacted by the Coronavirus (Covid-19) pandemic and the provision of the financing within this Agreement will be utilised to provide economic benefit to the Borrower’s business, including use as working capital and/or investments; and
• (xiii) the Borrower’s payment obligations under this Agreement rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for its obligations mandatorily preferred by law applying to companies generally.
• 7.8 CBILS Loan Conditions
• (a) The Borrower shall provide to the Lender, on the Date of Agreement, the following documents in a form and substance satisfactory to the Lender following its determination (each to be provided by the Lender to the Borrower and any other person(s) providing a guarantee or security in connection with this Agreement):
• (i) the Business Interruption Payment Offer Letter, duly signed, dated and completed by the Borrower, confirming that the Borrower wants to apply for the Business Interruption Payments;
• (ii) the Information Declaration, duly signed, dated and completed by the Borrower without any amendments and variations;
• (iii) the Data Protection and Disclosure Declaration, duly signed, dated and completed by the Borrower and any other person(s) providing a guarantee or security in connection with this Agreement; and
• (iv) a countersigned copy of this Agreement and any other agreement or document reasonably requested by the Lender to support the valid entry into this Agreement (and any associated document) by the Borrower and/or any other person(s) providing a guarantee or security in connection with this Agreement.
• (b) The Lender shall not be obliged to advance the Loan to the Borrower if any of the documents set out in clause 7.8(a) above have not been received by the Lender to its satisfaction.