Invoice Financing Conditions

Invoice Financing (IF) Conditions


These invoice financing conditions (IF Conditions) shall govern and be deemed to be incorporated into every invoice financing contract (IF Contract), and shall prevail over any terms or conditions (whether or not inconsistent with these IF Conditions) contained or referred to in any correspondence or documentation submitted by any IF investor (Investor) or IF borrower (Borrower) or implied by custom, practice or course of dealing.

Each IF Contract forms a legally binding agreement between the Investors and Borrower and the relationship between the Parties shall be governed exclusively by this IF Contract. By clicking to accept these IF Conditions you acknowledge and agree to be bound these IF Conditions in respect all of your transactions conducted on Beehive.

If you are entering into an IF Contract as an appointed representative of a partnership, company or other business you warrant that you are duly authorised to act on its behalf. Breach of this requirement may result in legal action being taken against you personally.

We encourage you to seek professional advice regarding any tax and legal requirements with which you must comply if you are an Investor or a Borrower.

1. Introduction

1.1 Each time a Borrower’s Finance Request (BFR) is fulfilled by successful Offers and subsequently accepted by the Borrower, an IF Contract shall be issued in respect of the resulting financing (Financing). Each IF Contract shall be deemed to include these IF Conditions, and shall list key IF contract terms (Key IF Contract Terms) which set out, among other things, the details of the Financing secured, the repayment schedule and the names and passport numbers of the relevant individual Investors.

1.2 Where Financing is made up of various parts (Financing Parts), a separate IF Contract shall formed for every Financing Part, between the Borrower of that Financing Part and each Investor which has lent the Borrower a Financing Part.

2. Repayment

2.1 The Borrower’s obligation to make repayments to the Investors will be satisfied by the Borrower ensuring that the Financing is repaid to Beehive via either:

  1. The Borrower making the repayment to Beehive(Indirect Payment): Under this payment method, the Borrower’s customers (Customers) pay the Borrower for the invoices that have been Financed and the Borrower then settles the Financing with Beehive; or
  2. The Customers makings the repayment to Beehive(Direct Payment): Under this method, the Borrower gives their Customers our bank detail and the Customers pay us the full invoice amount and we then pay the Investors and pay the Borrower the excess (Surplus Payment) of the unfunded invoice less costs.

2.2 Under both methods, the Borrower can opt to pay off individual invoices within an Invoice Batch or the Total Invoice Batch early which will result in a pro rata reduction in the cost of financing (Cost of Financing).

2.3 The Borrower must also provide one undated cheque (Security Cheque) for the full amount of their credit limit (Credit Limit) unless otherwise waived by Beehive.

2.4 If, at any time during the term of the IF Contract, the authorised signatory who signed the cheque provided by the Borrower in accordance with clause 2.3 above, is no longer authorised to bind the Borrower for any reason whatsoever, the Borrower shall provide replacement cheques signed by a duly authorised signatory within three (3) working days of any such change to the authority becoming effective.

2.5 The Borrower is responsible for complying with any withholding tax obligations that apply in respect of the payment by the Borrower of any fees, charges, interest and other amounts due to an Investor under the IF Contract and the Beehive Terms and Conditions, and for grossing up the corresponding amounts payable by the Borrower so that the amount of all repayments made to Investors will be equal to that which would have applied if no tax had been withheld..

2.6 Where Financing is made up of various Financing Parts, each repayment paid by the Borrower will be pro rated between the various IF Contracts, with reference to each Financing Part value and the Cost of Financing associated with that IF Part, that govern the various IF Parts and all repayments under an IF Contract shall be used:

  1. firstly to pay and any administration charges or other fees due to Beehive Asia Company Ltd under the Beehive Terms and Conditions; and
  2. secondly to paying the current Cost of Finance and principal due in respect of the Financing.

3. Cost of Finance

The Borrower agrees to pay the Investors the Cost of Financing on the Financing at the rate set out in the Key IF Contract Terms. The Cost of Finance shall be calculated at the outset of the finance period for the whole period up to the last Expected Payment Date of all invoices with the Invoice Batch being financed.

4. Early Repayment

4.1 Should the Borrower wish to repay the whole Invoice Batch or some invoices within an Invoice Batch early, it may do so. If the Borrower has opted for the Direct Payment then, provided that the Borrower’s Beehive Client Account has sufficient funds, we will automatically calculate the Cost of Finance and repay the Inventors and Borrower the relevant amounts. If the Borrower has opted for Indirect Payment or the Borrower’s Beehive Client Account does not hold sufficient funds, then the Borrower must contact us and we will inform them of the recalculated Cost of Finance. They must then transfer the principal and the Cost of Finance into our Beehive Client Account within 48 hours and we will credit the Investors for their investments.

5. Grace Period and Default

5.1 The Invoice Batch will set out the repayment date which is based off the last expected repayment date (Expected Repayment Date) of the invoices within the Invoice Batch. The Borrower must settle the Financing on or before the Expected Repayment Date. However, we allow a grace period (Grace Period) of up to 30 days for the Borrower to settle the Financing. The Cost of Financing is calculated on a daily rate and if a Borrower makes a repayment or part repayment late then we will adjust the Cost of Financing that the Borrower must pay to the Investors.

5.2 If a Financing Part and all associated costs is still unpaid after the Grace Period then the Financing Part will be in default.

6. Covenants

6.1 The Borrower covenants with Beehive Asia Company Ltd that, as from the date of the IF Contract until all its liabilities under the IF Contract have been discharged:

  • The Borrower will deliver to Beehive Asia Company Ltd:
  1. within ninety (90) days after the end of each of its financial years, its audited accounts (if such audited accounts are applicable to the Borrower);
  2. promptly, all notices or other documents dispatched by the Borrower to its shareholders (if any) or to its creditors generally;
  3. within sixty (60) days post issue, any updates to the Borrower’s memorandum of association, articles of association, register of shareholders, details of its managing partner (if applicable) or affidavit registered with the Department of Business Development; and promptly, such financial or other information as Beehive Asia Company Ltd may, from time to time, reasonably request.
    • The Borrower will:
  4. promptly, after becoming aware of them, notify Beehive Asia Company Ltd of any litigation, arbitration or administrative proceedings or claims;
  5. promptly obtain all consents or authorisations necessary (and do all that is needed to maintain them in full force and effect) under any law or regulation to enable it to perform its obligations under the IF Contract and to ensure the legality, validity, enforceability and admissibility in evidence of the Financing in any relevant jurisdiction, including Thailand;
  6. notify Beehive Asia Company Ltd of any Event of Default promptly on becoming aware of it
  7. will carry on and conduct its business in a proper and efficient manner and will not make any substantial change to the general nature or scope of its business as carried on at the date of these IF Conditions.

6.4 If Beehive Asia Company Ltd is obliged for any reason to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower (and each guarantor as applicable) will, promptly on the request of Beehive Asia Company Ltd, supply (or procure the supply of) such documentation and other evidence as is reasonably requested in order for Beehive Asia Company Ltd to be able to carry out, and be satisfied that it has complied with, all necessary “know your customer” or other similar checks under all applicable laws and regulations.

6.5 The Borrower agrees that it will not:

  1. borrow any monies from its directors, officers, members, partners, shareholders or any other third party that ranks in priority of recovery to the Financing. In the event that the Borrower does enter into any such loan, the rights to payment of that loan will be subordinated behind the Financing, except to the extent otherwise required by the applicable insolvency law;
  2. enter into any other new unsecured borrowing arrangement (or any arrangement having the effect of a borrowing) with any third party where the total amount of external finance raised from third parties would as a result exceed 75% of the total amount lent to the Borrower through Beehive without the prior written consent of Beehive Asia Company Ltd. Such consent shall not be unreasonably withheld. This clause shall not restrict the Borrower from entering into asset-specific financing;
  3. enter into any amalgamation, demerger, merger or corporate reconstruction; or
  4. make any substantial change to the general nature of its business from that carried on at the date of the IF Contract.

7. Events of Default

7.1 The Borrower agrees that should any of the events or circumstances set out in this clause ‎7.1 occur each shall be deemed to be an Event of Default and Beehive Asia Company Ltd may terminate all IF Contracts relating to the Financing and demand immediate repayment. Furthermore, the Borrower agrees that Beehive Asia Company Ltd may, on the Investors’ behalf, terminate all IF Contracts relating to the Financing and demand immediate repayment of the full Financing Amount owed by the Borrower under each IF Contract in respect of that Financing if:

  1. the Borrower has provided incomplete, false or inaccurate information in a way which affects the decision to allow the Borrower to register as a borrower on Beehive or list BFRs on the Site;
  2. the Borrower has breached the terms of any loan or IF contract it is a party to and either notice has been given to the Borrower ending that loan or IF contract or Beehive Asia Company Ltd has reasonable grounds to believe that as a result:
    • the Borrower will also breach the terms of this IF Contract; or
    • any other Event of Default will occur,
  3. the Borrower’s access to Beehive is terminated for any reason under the Beehive Terms and Conditions;
  4. the Borrower sells or disposes of the whole or a substantial part of its undertaking, property or assets or rights to management of its assets or ceases to carry on the business conducted by it when it entered into the IF Contract;
  5. the Borrower declares to the court in any action that it cannot pay its debts;
  6. the Borrower submits to any two or more of its creditors a proposal for composition of its debt;
  7. the Borrower receives demand letters from any of its creditors not less than twice, at intervals of not less than thirty (30) days and the Borrower does not pay the debt;
  8. notice is given of an intention to appoint a plan administrator, a petition is filed or the Bankruptcy court makes an order for the appointment of a plan administrator in relation to the Borrower;
  9. The Bankruptcy court makes an order accepting a petition in relation to rehabilitation of the business of the Borrower;
  10. an encumbrancer takes possession or steps are taken for the appointment of a plan administrator or receiver or plan preparer, executing officer over the whole or any substantial part of the undertaking, property or assets of the Borrower;
  11. any person who has provided a guarantee for the Financing or any Financing Part disputes or threatens to dispute the enforceability of that guarantee or Beehive Asia Company Ltd has any reason to believe that a guarantee has become unenforceable, and in either case, a replacement guarantee has not been provided to Beehive Asia Company Ltd’s reasonable satisfaction within fourteen (14) days of a request from Beehive Asia Company Ltd;
  12. the Borrower (or if any person who has provided a guarantee for the Financing or any Financing Part) dies, becomes of unsound mind, becomes bankrupt or makes a voluntary arrangement with anyone that they owe money to;
  13. where the Borrower is a partnership, the composition of the partnership materially, in the reasonable opinion of Beehive Asia Company Ltd, changes following the date of any IF Contract or any partner dies, becomes of unsound mind, becomes bankrupt or makes a voluntary arrangement with anyone that they owe money to;
  14. a distress, attachment, execution, expropriation, sequestration or another analogous legal process is levied, enforced or sued out on, or against, the Borrower’s (or a guarantor’s (as appropriate)) undertaking, property or assets;
  15. any part of the IF Contract ceases to be legally valid, binding or enforceable or it is or becomes unlawful for an Investor, Beehive Asia Company Ltd or the Borrower or any other person to perform its or their obligations under the IF Contract; or
  16. Beehive Asia Company Ltd (in its reasonable opinion) considers there is a serious deterioration in the Borrower’s financial condition or in its creditworthiness or in its operating performance or its management and control or in its general day to day administration and organisation or in its sales ledger, administration or credit control process.

7.2 Before making any demand the Investor (or Beehive Asia Company Ltd on its behalf) will take all the steps an Investor is required to take by law for the Borrower’s protection. At any time, an investor may decide to enforce its rights under this IF Contract directly against a Borrower and the Borrower hereby consents to us providing any of its Investors with its relevant contact details for this purpose.

8. Beehive Fees

8.1 If the Borrower accepts the Financing, Beehive Asia Company Ltd shall charge fees as per the prevailing fee tariff published on the Site.

8.2 Beehive Asia Company Ltd will deduct the arrangement fee from the Financing before it is transferred to the Borrower so the Borrower will receive the Financing less the arrangement fee. A higher arrangement fee may be charged for applications made by registered agents on behalf of a Borrower. By contrast the Investors shall be obliged to pay a fee relating to the profit generated from the Site.

8.3 Other fees or charges that may be charged by Beehive or any collections agency it may appoint in relation to the Borrower’s IF Contracts and added to the balance outstanding are:

  1. once a sum has been outstanding for three (3) days or more, any debt collection agent that Beehive Asia Company Ltd appoints to attempt to collect overdue money from a Borrower on behalf of Investors will charge an administration fee of up to 15% of the overdue amount;
  2. tracing charges (for finding the Borrower if he or she can’t be contacted by Beehive Asia Company Ltd or its appointed collection agency);
  3. where a field agent has been employed as part of the collections process, Beehive Asia Company Ltd or its appointed collection agency may charge a fee; and
  4. all litigation, enforcement and recovery costs and expenses, including (but not limited to) legal fees and expenses, to cover litigation or enforcement of any judgement in each case to recover any loan or outstanding arrears,

In the case of the fees referred to in (b), (c) and (d) above, the Borrower will be advised of the cost if such action proves necessary. The Borrower will be notified (by way of general update to the Beehive Terms and Conditions or on Beehive) if these charges change in nature or amount.

8.4 The Borrower and the Investor are responsible for complying with any withholding tax obligations that apply in respect of the payment by them of any fees and other amounts due to Beehive under the IF Contract or the Beehive Terms and Conditions, and for grossing up the corresponding amounts payable by them so that the amount of all such payments made to Beehive will be equal to that which would have applied if no tax had been withheld.

8.5 Where Thai value added tax (VAT) is applicable to any fees or other charges levied by Beehive under the Beehive Terms and Conditions or the IF Contract, that VAT shall be due and payable by the Borrower or the Investor (as the case may be) in addition to the underlying fees or other charges, and Beehive shall provide the payor with a corresponding VAT invoice.

 

9. Assignment

Neither an Investor nor a Borrower shall be entitled to assign or transfer its rights or obligations under any Financing.

10. General

10.1 If any part of the IF Conditions that is not fundamental is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of the IF Conditions or the IF Contract.

10.2 The failure on the part of either of the Parties to exercise or enforce any right conferred upon it by a IF Contract shall not be deemed to be a waiver of any such right or operate so as to prevent the exercise or enforcement of any right conferred upon the Parties by this IF Contract at any time or times thereafter.

10.3 The records kept by Beehive Asia Company Ltd shall be conclusive of the facts and matters they purport to record.

10.4 In the event that the Borrower is a partnership or company, by entering into the IF Contract the representative of the Borrower makes the following declaration:

“I confirm that I am authorised by the business I represent to enter into this agreement for and on behalf of the business I represent and that I am authorised to bind the business I represent to the terms of this agreement.”

10.5 The Borrower and Investors agree that, while Beehive Asia Company Ltd is not a party to any IF Contract, Beehive Asia Company Ltd may take the benefit of and specifically enforce each express term of an IF Contract and any term implied under it pursuant to the Beehive Terms and Conditions.

10.6 Subject to the requirement that the Borrower have delivered to us an original signed IF Contract, each IF Contract will be entered into by electronic means in accordance with the Beehive Terms and Conditions upon the acceptance by the Borrower of Offers satisfying its BFR and this will have the same effect as if the IF Contract was signed in a hard single copy.

10.7 The Parties shall do and cause to be done all such acts, matters and things and shall execute and deliver all such documents and instruments as shall be required to enable the Parties to perform their respective obligations under, and to give effect to the transactions contemplated by, each IF Contract.

10.8 Each IF Contract and the documents referred to in it constitutes the entire understanding and agreement of the Parties relating to the subject matter of the IF Contract and supersedes, cancels and replaces all prior agreements between the Parties which relate to the same subject matter whether written, oral, implied or as may be inferred from the correspondence, oral statements or conduct of the Parties.

10.9 No amendments or variations to an IF Contract shall be effective unless made in writing and signed by the duly authorised representatives of the Parties.

10.10 All notices required to be given by either of the Parties to the other pursuant to the provisions of this Agreement must be in writing and shall be sent:

  1. by hand;
  2. by registered post;

To the Investor / Borrower, c/o Interchange 21 Building, No. 2509, 25th floor, 399 Sukhumvit Road, Wattana Sub-district, Wattana District, Bangkok (Beehive).

10.11 Any notice delivered by hand shall be deemed to have been served at the time of delivery. Any notice sent by registered mail shall be deemed to have been served on the seventh (7th) day after the date on which it is posted. Any notice sent by facsimile shall be deemed to have been served on the date on which such facsimile is transmitted. In each case if the date of delivery is not a Business Day the date of service shall be the next succeeding Business Day.

10.12 The Borrower undertakes that it shall not at any time after the date of an IF Contract use, divulge or communicate to any person (except to professional representatives or advisers or as may be required by law or any legal or regulatory authority) any Confidential Information, and will use best endeavours to prevent the unauthorised publication or disclosure of any Confidential Information, and will only use such Confidential Information for the purposes of proposing, considering or making transactions through Beehive.

10.13 Each IF Contract, and any non-contractual obligations arising out of or in connection with them, shall be governed by the laws of Thailand. The Borrower and the Investor irrevocably submit to the exclusive jurisdiction of the Courts of Thailand over any claim or matter arising under or in connection with these IF Conditions or any IF Contract.

11. Interpretation

  • Unless the context otherwise requires references in an IF Contract to:
  1. persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having a separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence);
  2. a Party means a party to this Agreement and includes its successors and permitted assigns;
  3. time shall be construed by reference to the Gregorian calendar;
  4. Clauses and Schedules shall be references to the relevant clause or schedule of this Agreement; and a reference to a paragraph is to the relevant paragraph in the Schedule in which it appears;
  5. the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  6. the singular includes the plural (and vice versa) and use of any gender includes the other genders.

11.2 The headings in an IF Contract are for convenience only and shall not affect the construction or interpretation of the IF Contract.

12. Defined terms

In  each IF Contract the following words have the meanings set out next to them in the table below:

Beehive means the Beehive online lending platform operated by Beehive Asia Company Ltd;

Beehive Client Account means the cash management or custodian segregated bank account that Beehive Asia Company Ltd maintains, which is directed by Beehive Asia Company Ltd and held at a Thai licensed financial institution for the sole purpose of holding funds on behalf of each individual Borrower and Investor, and which contains the uninvested funds which the Investor has credited to the Beehive Client Account and the funds which the Borrower is entitled to withdraw in accordance with any IF Contract to which it is a party;

Beehive Asia Company Ltd means Beehive Asia Co Ltd, a company incorporated in Thailand whose registered office and principal place of business is at Interchange 21 Building, No. 2509, 25th floor, 399 Sukhumvit Road, Wattana Sub-district, Wattana District, Bangkok (Beehive).

Beehive Terms and Conditions means the IF Borrower terms and conditions, the IF Investor terms and conditions and the general Beehive terms of use, available on the Site, as the same may be amended or replaced from time to time;

BFR means a Borrower’s Financing Request which the Borrower posted on Beehive requesting funds;

Borrower means the member of Beehive identified as the IF borrower in the Key IF Contract Terms;

Business Day means any day except a Saturday, Sunday or public holiday, and on which the banks in Bangkok, Thailand are open for business;

Confidential Information means all information in whatever form (including in visual, oral or electronic form) relating to Beehive Asia Company Ltd or any Investor (including all Investor profiles) or a company that was previously a Investor, which is provided or disclosed through Beehive (or to any employees or agents) in connection with the use of Beehive;

Cost of Finance means the interest charged to the Borrower over the duration of the Financing which is calculated on a daily basis and set out in the Key IF Contract Terms

Expected Payment Date means the last date of all of the invoices within an Invoice Batch;

Investor or Investors means the member or members of Beehive identified as the IF investor in the Key IF Contract Terms (and their permitted successors and assignors);

Financing means the individual financing transaction entered into between a Borrower and an Investor or multiple Investors in response to the BRF and the subsequent Offers being placed by the relevant Investors and accepted by the Borrower for those Financing Parts;

Financing Amount means the total amount of principal and Cost of Finance outstanding under the IF Contract relating to that Financing;

Financing Part means the individual part of the Financing which has been lent by a particular Investor;

Grace Period means the date 30 days after the Expected Payment Date

IF means Invoice Financing

IF Conditions means these Beehive IF conditions;

IF Contract means the agreement governing the terms on which an Investor offers Financing to a Borrower, in each case made up of the IF Conditions and Key IF Contract Terms applicable to the relevant Financing;

Invoice Batch means the individual invoices within a BFR uploaded by the Borrower;

Key IF Contract Terms the key commercial terms provided only to a Borrower applicable to a particular Financing derived from the BFR and subsequent winning Offers that form the IF Contract;

My Account means the part of the Beehive website which can only be accessed by a member of Beehive, using his or her own secure login details;

Offer means an offer which an Investor makes on Beehive via the setting of the Investor Parameters making that Investor’s offer of funds in part satisfaction of a BFR;

Site means the website accessible at www.beehiveasia.co.th used to access Beehive;