RLS terms and conditions
Please note that these are general T&C’s for the RLS product. Terms and Conditions applicable to your agreement will be issued at the point of onboarding.
For the purposes of this clause, the following terms are applicable:
Commission Recommendation means the Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises
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 the RLS, the form of 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
Extended Group means the Borrower and all partner enterprises and linked enterprises of the Borrower, as such terms are defined in the Commission Recommendation
Group means, in respect of the Borrower, the Borrower and all linked enterprises (as defined in the Commission Recommendation), of the Borrower provided that:
(a) any linked enterprise of the Borrower that is a private equity or venture capital entity shall be disregarded; and
(b) any enterprise which is connected to the Borrower through a natural person and would be a linked enterprise of the Borrower pursuant to the Commission Recommendation but for the fact they do not engage in the same or adjacent markets shall nonetheless be deemed a linked enterprise of the Borrower
NI Protocol means the Northern Ireland Protocol to the Agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community (2019/C 384 I/01)
RLS means the Recovery 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
Subsidy Control Requirements means subsidy control requirements arising from section 29 of the European Union (Future Relationship) Act 2020 and EU State aid law, in each case as applicable
Trading Activity means any trading or commercial activity that generates turnover (whether or not such activity is carried on with the intention of making a profit)
Undertaking in Difficulty has the meaning given to it in Article 2(18) of the Commission Regulation (EU) No 651/2014 of 17 June 2014
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 RLS (RLS Guarantee). The guarantee provides the Lender with a partial guarantee, should the Borrower default on repaying this Loan.
1.2 The Borrower is responsible for the repayment of the Loan
(a) The RLS 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 Lender is unable to recover the full amount of any sums due under this Agreement from the Borrower or any guarantee (other than the RLS Guarantee) or security that may have been provided to the Lender in respect of this Agreement, the RLS Guarantee provides the Lender with a partial guarantee for the Agreement. The Lender will always try to recover the full amount of any sums due under the Agreement from the Borrower or any other guarantee or security provided to the Lender first.
1.3 Claiming under the RLS Guarantee
Where the RLS 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 guarantee (other than the RLS Guarantee) or security that may have been provided to the Lender in connection with this Agreement.
1.4 Further assurances
The Borrower will promptly:
(a) 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:
(i) to implement and/or as required to give effect to any RLS related agreement applicable to this Agreement;
(ii) for the exercise or preservation of any of the Lender’s rights, powers and remedies in respect of the RLS (including the validity of the RLS Guarantee) or by law;
(iii) to enable the Lender to comply with any of its obligations or duties under any Subsidy Control Requirements, regulatory requirements and/or the RLS; and
(iv) to facilitate any amendments to this Agreement as may be necessary in order to ensure continued compliance with all elements of the RLS and the RLS Guarantee;
(b) give the Lender any information the Lender reasonably requests in connection with the RLS or this Agreement, including, without limitation, any information which is requested of the Lender by the Secretary of State for Business, Energy and Industrial Strategy, the British Business Bank plc or any other person, in each case in connection with the RLS or this Agreement;
(c) do what the Lender reasonably asks the Borrower to do to ensure that any transfer of data and any processing activities carried out by the Lender, the Secretary of State for Business, Energy and Industrial Strategy, the British Business Bank plc or any other party in connection with the RLS or this Agreement, complies with all relevant data protection legislation and regulations from time to time.
1.5 RLS representations and warranties
(a) The Borrower makes the representations and warranties set out in this clause 7.6 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 (and where it forms part of a Group, no other member of its Group is):
(1) a firm with a Part 4A permission to carry on the regulated activity of accepting deposits and which is a credit institution;
(2) a building society;
(3) an EEA bank; or
(4) a firm with permission to effect contracts of insurance or carry out contracts of insurance (other than a UK ISPV), as each term is defined in the Prudential Regulation Authority Rulebook as at 1 April 2020;
(ii) it is not either:
(1) an individual other than a sole trader;
(2) an individual other than a partner acting on behalf of a partnership;
(3) classified to the public sector by the Office of National Statistics; or
(4) a state funded primary or secondary school;
(iii) the Borrower’s business proposition can reasonably be expected to meet the repayment obligations under this Agreement;
(iv) the Borrower is engaged in or will be engaged in Trading Activity (or, where the Borrower is a registered charity or further education college, activities) in the United Kingdom on the Date of Agreement;
(v) unless the Borrower is a registered charity or further education college, as at the Date of Agreement, more than 50% of the income the Borrower derives (or, where the Borrower is a member of a Group, that the Borrower’s Group derives) is from the Borrower’s Trading Activity;
(vi) if the Borrower, as part of the application process relating to this Agreement, has been determined to be, or potentially be, within the scope of the NI Protocol:
(1) if the Borrower (together with all other members of the Borrower’s Extended Group) has fewer than 50 employees and less than £9m in annual turnover and/or annual balance sheet total (a Micro or Small Enterprise), the Borrower’s undertaking was not, at the date the Borrower applied for this Agreement, either (A) subject to collective insolvency proceedings under national law; or (B) in receipt of rescue aid (which has not been repaid) or restructuring aid (and are still subject to a restructuring plan); or
(2) if the Borrower is not a Micro or Small Enterprise, either:
(A) if the Borrower’s undertaking was an Undertaking in Difficulty as at the date on which the Borrower applied for this Agreement, it was not an Undertaking in Difficulty as at 31 December 2019; or
(B) the Borrower’s undertaking was not an Undertaking in Difficulty as at the date on which the Borrower applied for this Agreement;
(vii) if the Borrower, as part of the application process relating to this Agreement, has not been determined to be, or potentially be, within the scope of the NI Protocol, then on the date the Borrower applied for this Agreement the Borrower’s undertaking was not, under national law, subject to:
(1) winding-up or subject to the supervision of the court;
(2) creditors’ voluntary winding-up (with confirmation by the court);
(3) administration, including appointments made by filing prescribed documents with the court;
(4) voluntary arrangements under insolvency legislation; and
(5) bankruptcy or sequestration;
(viii) the Borrower has completed the Lender’s application process in connection with this Agreement in full;
(ix) the Borrower’s business proposition has been impacted by the Coronavirus (Covid-19) pandemic;
(x) the Lender’s provision to the Borrower of the Loan will not breach:
(1) any restrictions imposed by any Subsidy Control Requirements; or
(2) any financing limit imposed by the RLS in respect of the Borrower and/or the Borrower’s Group;
(xi) the provision of financing within this Agreement will be utilised to provide economic benefit to the Borrower’s business (or the Borrower’s activities, if the Borrower is a registered charity or further education college) and support trading (or, if the Borrower is a registered charity or further education college, activities) in the United Kingdom;
(xii) the Loan made available under this Agreement will not (in whole or in part) be used to support export activities or to promote exports;
(xiii) 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 its Group which would reasonably be classed as part of the UK Government’s measures to support businesses during or as a result of the Coronavirus (Covid-19) pandemic, including, but not limited to, the RLS, the Coronavirus Business Interruption Loan Scheme, 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;
(xiv) this Agreement constitutes the Borrower’s legal, valid and binding obligations to us and is enforceable against the Borrower in accordance with its terms;
(xv) the Borrower is not knowingly engaged in, and this Agreement (and the Loan made available under it) will not be used to support the activity of Domestic Protectionism;
(xvi) 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; and
(xvii) all information provided to the Lender by the Borrower or any other person in connection with the Borrower’s application for this Agreement was, in each case, true and accurate in all respects as at the date it was provided or (as the case may be) as at the date the information was expressed to be given.
1.6 RLS 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 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
(ii) 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 1.5(a) above have not been received by the Lender to its satisfaction.
1.7 No Endorsement
The Secretary of State for Business, Energy and Industrial Strategy’s (RLS Guarantor) provision of the RLS Guarantee in connection with this Agreement does not in any way imply an endorsement or warranty of Conister Finance & Leasing Ltd from the RLS Guarantor or the Government of the United Kingdom.
1.8 Financial Indebtedness
The Borrower will not (and, if the Borrower is part of a wider group of entities, the Borrower will not allow any member of its Extended Group) to incur financial indebtedness supported by the RLS (other than with the Lender).