BBLS terms and conditions
Please note that these are general T&C’s for the BBLS product. Terms and Conditions applicable to your agreement will be issued at the point of onboarding. However, before you apply for a BBLS Loan you must read these BBLS Borrower Terms and Conditions. These Terms and Conditions should be read alongside other important documents and guidance which are as follows;
- FAQs for Businesses www.british-business-bank.co.uk/ourpartners/coronavirus-business-interruption-loan-schemes/bounce-back-loans/faqs-for-small-businesses/
- How the application process works www.british-business-bank.co.uk/wp-content/uploads/2020/05/BBLS-infographic-v9.pdf
BBLS General Provisions
- Conister will monitor the Borrower’s repayment record during the life of the Scheme Facility and take appropriate action where there are signs of actual or possible repayment difficulties
- Where Conister, after the Initial Drawdown Date of a Scheme Facility, identifies a Borrower as vulnerable (within the meaning of CONC 7.2) or has reason to believe that a Borrower may be vulnerable Conister will make appropriate adjustments to ensure that the Borrower’s circumstances are accommodated throughout the duration of the BBLS Loan
- Upon default by a Borrower, Conister agrees that it will give the Borrower a reasonable period to remedy any breach and will not treat the same as an event of default if it is remedied by the borrower within this period
- Conister will not require the Borrower to pay any Lender-levied fees of any description (including on default) or any default interest. Conister may continue to charge interest at 2.5% per annum if the Scheme Facility is not repaid when due and until such time as it is repaid)
Other undertakings by Conister
- Conister agrees to pay due regard to the Borrower’s information needs (which will not be assessed by Conister at the time of origination of a Scheme Facility) and provide information to the Borrower in a way which is clear, fair and not misleading.
- Information on the Applicant’s right to repay the Proposed Scheme Facility early.
- The risks of non-repayment of the Scheme Facility, including the impact on the Borrower’s credit file.
- Conister’s Complaints Handling Process https://conister.co.uk/complaints-policy/
- 1.1 You will not need to make any repayments of capital to us for the first 12 months after the date the Loan is paid to you in accordance with the terms of our BBLS loan agreement (“Agreement” or “this Agreement“)
- 1.2 You also will not need to make any payments of interest to us for the first 12 months after the Effective Date. This is because you have elected to apply for the business interruption payment (BIP) offered by the UK Government. The BIP will cover those interest payments on your behalf for that period.
- 1.3 You agree:
- 1.3.1 to pay us the Payments in the amounts and on the dates detailed overleaf. In any event, you must pay us the outstanding balance of the Loan together with any accrued interest on the date which falls 72 months from the Effective Date;
- 1.3.2 to make all Payments and other sums which fall due under this Agreement without deduction, set-off, withholding or counterclaim;
- 1.3.3 that, if you are required by law to make any payment due under this Agreement subject to deductions or withholdings for any reason whatsoever, you shall pay to us such additional sums as are necessary to ensure that we receive and retain a net sum equal to the sum that we should have received and retained had no such deduction or withholding been made or required to have been made;
- 1.3.4 that, if we are required by law to make any payment on account of tax (other than tax imposed on our income, gains or profit) in respect of any sum received from you under this Agreement, then you shall on demand promptly indemnify us against such payment or liability; and
- 1.3.5 to pay our costs and expenses (including legal costs on a full indemnity basis), or those of our agent, for taking steps to recover any payment due or otherwise to enforce our rights under this Agreement.
- 1.4 We calculate interest on the outstanding balance of the Loan on a daily basis. If the Loan is not repaid in accordance with the terms of this Agreement, then we will continue to charge interest on the outstanding balance of the Loan at the Interest Rate detailed overleaf until such time as it is repaid.
2 Default or breach
- 2.1 Each of the following events are Event of Default under this Agreement:
- 2.1.1 you fail to pay any Payment or other sum due under this Agreement to us by its due date
- 2.1.2 you fail to comply with or breach any other provision of this Agreement;
- 2.1.3 any representation or statement made by you in connection with this Agreement is or proves to have been incorrect or misleading in any material respect when made;
- 2.1.4 you are unable to pay your debts when they fall due;
- 2.1.5 you, being an individual, have a bankruptcy order made against you;
- 2.1.6 you, being an individual, die;
- 2.1.7 you are liquidated or wound up or have a petition for winding up presented against you or you pass a resolution for your voluntary winding up (otherwise than in the course of a reconstruction approved by us;
- 2.1.8 where applicable, any steps are taken to appoint an administrator or administrative receiver over you or to appoint a receiver over any of your assets;
- 2.1.9 you convene any meeting of all or any of your creditors or make a deed of assignment or arrangement or otherwise compound with all or any of your creditors;
- 2.1.10 there is, in our opinion, a material adverse change in the financial position or your business;
- 2.1.11 there is any change in the control, ownership or shareholding of you or your holding company from that existing at the date of this Agreement;
- 2.1.12 you, being a partnership, are dissolved or proceedings for your dissolution are commenced;
- 2.1.13 there is a default in the performance of any of your obligations under any other agreement between you and any member of Our Group;
- 2.1.14 You default 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; or
- 2.1.15 You use the Loan for a purpose other than the Purpose of Loan.
- 2.2 If an Event of Default occurs, or if we are required to take such action to comply with the law or because a court or other authority tells us to act in that way, we may:
- 2.2.1 cancel all or part of the loan facility provided under this Agreement and we will have no further obligations to you;
- 2.2.2 demand immediate repayment of all amounts due to us under this Agreement; and/o
- 2.2.3 declare that all or any part of the Loan is repayable on demand,
- but we will give you advance notice and (unless the problem cannot be fixed) the opportunity to fix the problem before taking any of these steps.
3 Early Settlement
- You may repay the Loan early at any time, in whole or in part. If you wish to do so then you should give us 14 days’ prior written notice.
4 Representations and Warranties
- 4.1 You represent and warrant to us that:
- 4.1.1 where applicable, you are duly incorporated and validly existing under the law of your jurisdiction of incorporation;
- 4.1.2 you have the power to own your assets and carry on your business as it is being conducted;
- 4.1.3 the obligations expressed to be assumed by you in this Agreement are legal, valid, binding and enforceable obligations;
- 4.1.4 the entry into and performance by you 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 you;
- b) your constitutional documents; or
- c) any agreement or instrument binding upon you or any of your assets;
- 4.1.5 you are not in default under any agreement to which you are a party to an extent or in a manner which might have a material adverse effect on your ability to perform your obligations under this Agreement;
- 4.1.6 you have the power to enter into, perform and deliver, and have taken all necessary action to authorise your entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement; and
- 4.1.7 there are no constraints on your ability to enter into this Agreement and nothing in this Agreement will cause any borrowing limit imposed on you to be exceeded.
- 5.1 We shall be entitled to assign or transfer all or any of our rights under this Agreement without your consent. You shall not assign, transfer, hold on trust or otherwise dispose of any of your rights and/or obligations under this Agreement.
- 5.2 Where you comprise of more than one person, each person shall be jointly and severally liable under this Agreement.
- 5.3 You shall provide us with management accounts, financial statements and other information in relation to your business and financial position that we may reasonably require from time to time.
- 5.4 You shall indemnify us and keep us indemnified on demand against all losses, charges, demands, legal expenses (on a full indemnity basis), proceedings and judgements incurred by us arising out of entering into this Agreement or in recovering money due by you to us.
- 5.5 Any written communication under this Agreement from us to you shall be sufficiently served if sent by prepaid post or delivered by hand to your address set out overleaf and, if sent by post, shall be deemed to be received by you 48 hours after the time of posting and at the date of delivery if delivered by hand.
- 5.6 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.
- 5.7 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 our rights under this Agreement or our successor.
- 5.8 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.
- 5.9 No relaxation or indulgence which we may extend to you or any other person shall affect our rights under this Agreement, nor shall any waiver by us of any breach thereof operate as a waiver of any subsequent or any continuation of any breach thereof.
- 5.10 We may set off any debt owed by us (and any affiliates or any other company in Our Group) against any debt owed by you or any other company in Your Group whether or not due. If the amount of the debt is unknown, we may estimate the amount. Any difference between the estimated debt and the actual debt will be paid by either you or us (and any affiliates) as appropriate when the amount becomes known.
- 5.11 We shall be entitled to consolidate your, or any other company in Your Group’s, liabilities under a Relevant Agreement. When calculating any amount due to us under a Relevant Agreement, we may (but shall not be obliged to) at any time without prior notice.
- 5.11.1 set-off or apply any debit balances against any credit balances on or under any Relevant Agreement; or
- 5.11.2 set-off or apply;
- (i) any sums paid to us or any other company in Our Group under a Relevant Agreement;
- (ii) any net sale proceeds realised on disposal of any goods the subject of a Relevant Agreement;
- (iii) any damages and/or sums awarded to us or any other company in Our Group following judgement of an issue arising from a Relevant Agreement against any losses realised pursuant to a Relevant Agreement,
- against any sum due by you or any other company in Your Group to us or any other company Our Group under a Relevant Agreement.
- 5.11.3 In this Agreement:
- Agreement has the meaning given to it in clause 1.
- Event of Default has the meaning given to it in clause 3.
- Holding Company has the meaning given to it by section 1159 of the Companies Act 2006
- Our Group means us, our ultimate Holding Company and any Subsidiaries of such Holding Company from time to time.
- Relevant Agreement means this Agreement and any other agreement between us or a member of Our Group and you and/or any member of Your Group
- Subsidiary has the meaning given to it by section 1159 of the Companies Act 2006
- Your Group means you, your ultimate Holding Company and any Subsidiaries of such Holding Company from time to time
- 5.12 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.
- 5.13 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.