Terms and Conditions for Invoice Financing Borrowers

Terms and Conditions for Invoice Financing (IF) Borrowers


The following Invoice Financing (IF) terms and conditions (IF Borrower Terms) explain:

  • how the Beehive online financing platform (Beehive)works;
  • how to become an IF borrower(Borrower) on Beehive; and
  • how you may use the website www.beehiveasia.co.th (Site).

If you elect to become a borrower on Beehive, you must comply with these IF Borrower Terms. These IF Borrower Terms should be read alongside, and shall apply in addition to, our Terms of Use and our IF Conditions (accessible at www.beehiveasia.co.th/home/terms) and our Privacy Policy (accessible at www.beehiveasia.co.th/home/privacy) which are incorporated in these IF Borrower Terms by reference. You should read each of these documents carefully to ensure you understand and agree to be bound by them.

These IF Borrower Terms create legal obligations with which you will be bound to comply. Please read them carefully. We also recommend that you print a copy of these IF Borrower Terms for your future reference. By using the Site and the financing services secured via Beehive, you confirm that you have read, understood and agree to be bound by these IF Borrower Terms, the Terms of Use, the IF Finance Conditions and the Privacy Policy (each as amended from time to time).

References in these IF Borrower Terms to weus and our means Beehive Asia Co. Ltd, a company incorporated in Thailand. References to you and your mean you, as a user of the Site, and the services provided via Beehive, whether as an individual on your own behalf or on behalf of the entity you represent, provided in each case that the borrower criteria set out below are satisfied.

Each IF agreement entered into between an IF investor (Investor) and a Borrower is deemed to include our standard IF Conditions (the IF Contract)  and will 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. The IF Contract is a separate binding legal agreement directly between you and your Investor(s) and your relationship with your Investor(s) shall be governed exclusively by the relevant IF Contract. For the avoidance of doubt, we will not be a party to your IF Contract.

You will be invited to accept the IF Conditions during your registration to use Beehive and agree to be bound by the same, in your capacity as a Borrower, in all of your Financing transactions entered into on Beehive.

  1. How to Become a Borrower

(A) Minimum Eligibility Criteria

  • To become a Borrower on Beehive you must meet the following minimum eligibility criteria:
  1. you must be a business (which includes a company and a partnership);
  2. your business must have a current valid company registration document or trade licence issued by the appropriate licensing authority;
  1. you must have a valid Thailand bank account with a valid IBAN or equivalent foreign number to facilitate repayment of any financing you secure via Beehive and must be able to provide a cheque for the full amount of your Credit Limit;
  2. you must have a permanent place of business;
  3. your business, its directors, or partners (as applicable) must meet the minimum credit and fraud risk criteria determined by us (and we may obtain a credit report from a recognised agency to make such determination);
  4. your business must not be a party to any ongoing legal proceedings or police investigations; and
  5. you must submit details of your business for publication on the Site, some of which we will disclose to potential Investors.

1.2 The minimum eligibility criteria listed above are not exhaustive and we reserve the right in our sole discretion to reject or approve any application to become a Borrower on Beehive where we deem appropriate. All decisions made by us shall be final.

1.3 We regret that public bodies, charities and trusts are not eligible to become Borrowers on Beehive.

(B) The Pre-Approval Process

1.4 We use our own internal guidelines and policies when assessing Borrower applications. As part of the registration process we will carry out “know your customer” procedures to authenticate your identity, the identity of your business, as well as the identity of certain key individuals associated with the business and people authorised to act on its behalf. We will do this by conducting searches using publicly available information and by contacting third parties, including credit reference agencies. We may require you to send us notarised copies of certain documents as part of this process, including passports and other identification documents, current and past bank statements for a specified period, powers of attorney and any other documentation we may require in order for Beehive 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. If you do not provide all of the documentation requested by us, you will not be able to become a borrower on Beehive.

1.5 Directors and/or shareholders, partners, and members (as applicable) of the business which wishes to finance funds may be required to give a personal guarantee

1.6 Once you have provided all of the requested information to us we will review it and confirm to you by email whether or not your application to become a Borrower has been successful. This decision process is likely to take between seven (7) and fourteen (14) days but in most cases should be quicker. The decision process may take longer if unforeseen complications arise or if we find that the information you have provided is incomplete.

1.7 If your application is successful you will be notified by email and will be allocated a unique reference number (URN). This communication signifies that you are registered on Beehive as a Borrower and are eligible to apply for financing (Financing). You must use your URN for all your transactions and communications on Beehive.

1.8 We will provide you with a credit limit (Credit Limit) based upon our internal review of your business. You will need to provide an undated cheque against the full Credit Limit made payable to Beehive Services DMCC.

1.9 We will also pre-agree the customers (Customers) that you will be seeking Financing against. If you wish to include additional Customers at a later date then you must pre-agree these with us before we will allow you to seek Financing against them on our Site.

1.10 We will have no liability to you if your application to become a Borrower is ultimately unsuccessful and will in no circumstances be liable to provide you with further details as to why your application has failed.

1.11 You warrant, represent and undertake to Beehive that all information provided to us, including in the course of the Borrower registration and financing application process will be complete, true and accurate in all respects. You acknowledge that fraud and fraudulent misrepresentation are crimes under the Criminal Code of Thailand and may be punishable by a fine and / or a custodial sentence.

1.12 It is your responsibility to ensure that the information we hold on record for you is up to date. You agree to inform us as soon as reasonably possible if any of the information you provide to us changes at any time.

  1. Investors on Beehive

2.1 Our Site has a number of Investors who have agreed to the IF Investor terms and conditions (IF Investor Terms) and have pre-set their investment criteria (Investor Parameters) based upon their desired returns and attitude to risk. Investors must set the following Investor Parameters to be able to finance a Borrower Finance Request (BFR) via our Site:

  1. Total exposure to one BFR
  2. Total Percentage Funding per Invoice Batch (Percentage Funding)
  3. Profit cost per 30 days
  4. Maximum length of financing (up to 120 days)

2.2 Our Site amalgamates all of the Investors and their Investor Parameters and matches these with your requirements as set out below. Once an Investor has set their Investor Parameters they have made an Offer to potential Borrower. An Investor can amend their Investor Parameters at any time but not if a Borrower has accepted their Offer or an IF Contract has been entered into.

  1. The Financing Process

Uploading your Customer’s Invoices and agreeing the Cost of Funding

3.1 Once you have been pre-approved, you input the details of the invoices you are looking to Finance via your Invoice Data Dashboard. The details will include: (i) the Customer, which will be chosen from the drop-down menu of your pre-approved Customers; (ii) the value of the invoice; (iii) the date of the invoice; (iv) the payment date of the invoice; and (v) the expected payment date (Expected Payment Date) of the invoice. The invoices entered create an Invoice Batch which will include one to ten invoices.

3.2 The Site then sums the Invoice Batch and generates an Invoice Batch Total and the Expected Payment Date which equates to the final date of the last invoice Expected Payment Date within the Invoice Batch.

3.3 You then choose what Percentage Funding you are seeking against the Invoice Batch Total. The Site automatically matches your requirements with the total funds on the Site and the pre-set Investor Parameters and provides you with the lowest cost of financing available for the quantum and period you are seeking (Cost of Financing) from the pool of Investors. You can amend the Percentage Funding upwards or downwards and the Site will automatically recalculate the lowest Cost of Financing available. You can also remove individual invoices from the Invoice Batch and recalculate the Cost of Financing.

3.4 If you agree with the level of Financing available and the Cost of Financing provided by the Site then you must choose the “Agree Financing” button. By doing so you are accepting the financing offer (Financing Offer) made by the Investors via our Site (subject to the conditions in this parapgraph). This reserves the Financing and Cost of Financing for two working days. You must then scan and email the supporting documents (Supporting Documents) to [invoices@beehiveasia.co.th]. The Supporting Documents must include:

  1. the invoices you are looking to finance which must clearly show all of the invoice financing terms; and
  2. proof of receipt from the Customer in the form of a Received Stamp, Goods Received Note, Delivery Note, or any other form of documentation pre-agreed with us.

3.5 There is no obligation on you to accept the Financing proposed by the Site. However, by choosing the Agree Financing button you are bound by our IF Borrower Terms and Conditions and have accepted the Financing Offer from the Investors.

3.6 If you do not provide the Supporting Documents within two working days the Financing Offer will terminate and no IF Contract will be formed. Once a Financing Offer has terminated or been rejected by you, you will be unable to recall it and you may be unable to secure a Financing Offer on the same or similar terms.

Matching of your Invoice Batch and Investors

3.7 The Site automatically assigns Investors to the individual invoices within your Invoice Batch on a pro-rated basis. The Investors and the amount each has invested in an individual invoice within your Invoice Batch are set out in your Key IF Contract Terms.

 

 

 

Release of Funds

3.8 Once we have received the Supporting Documentation we will review it and match it to your Invoice Batch. We will contact you within one working day if there is a discrepancy and seek clarification and / or additional support.

3.9 If the Supporting Documents agree to the Invoice Batch then we will email you your Key IF Contract Terms and release the Funding directly into your nominated bank account. Once you have accepted a Financing Offer it cannot be cancelled or amended by you for any reason. If you accept the Financing Offer you are agreeing to enter into an IF Contract with each and every Investor for each individual part of the Financing (Financing Part).

3.10 The amount released to your nominated bank account will be net of our Fees.

  1. Our Role

4.1 Our principal role is to act as a conduit to bring you together with prospective Investors, to provide a stream-lined process for entering into IF Contracts and to co-ordinate and facilitate the payment and collection of sums due under or in connection with the Financing (including certain limited actions if you default, as set out in these IF Borrower Terms), in some cases, in coordination with our duly licensed third parties.

4.2 We accept no responsibility and disclaim all liability for any information about you made available to prospective Investors through Beehive. We may from time to time, but accept no obligation to, update or amend your information.

  1. Security

5.1 If we have requested you to provide personal guarantees from directors or shareholders of your business, such guarantees must be provided in a form acceptable to us before we issue you your Financing.

5.2 If, at any time during the term of an IF Contract, the authorised signatory who signed the cheque provided is no longer authorised to bind you for any reason whatsoever, you agree to provide a replacement cheque signed by a duly authorised signatory within three (3) working days of any such change to the authority becoming effective.

  1. The Key IF Contract Terms

6.1 In all IF Contracts we will identify your business, and its registration and contact details and each investor for a Financing Part will also be separately identified and their name and passport number (if they are investing in a personal capacity) or their company name and registration details will be disclosed to you.

6.2 Any notices and communications between Borrower and any Investors should be sent to us.

6.3 You acknowledge and agree that in order for binding legal obligations to be created between Borrowers and Investors pursuant to an IF Contract, we must disclose the identity of your business and its registration and contact details to your Investors, and you hereby consent to such disclosure for this purpose.

7 Credit of Financing

7.1 Any Financing you secure via Beehive shall be registered against your individual Beehive account (Beehive Account) on our automated system. Once the IF Contract has been formed, we shall credit funds from the relevant Investors’ accounts to the Thai bank account nominated by you. This process shall be managed by our licensed third party administrator.

  1. Borrower Fees

8.1 We will apply a pre-approval fee of THB 5,000-15,000, which will be deducted from the first Financing. The pre-approval fee covers the costs of external credit reports and our administration costs associated with reviewing and listing your business on the Site

8.2 If you accept a Financing Offer, we will charge you additional fees as compensation for the administrative services we perform. The fee charged shall be as per the prevailing fee schedule published on the Site. We will deduct the arrangement fee from the financing amount before it is transferred to you so you will receive the amount financed less the arrangement fee.

8.3 We reserve the right to waive, reduce or increase the applicable fees from time to time. Any such changes shall be notified to you on the Site.

8.4 You acknowledge that all fees payable to us are to compensate us for our and our third party service providers’, roles in administrating and for facilitating your financings.

  1. Repaying the Financing

9.1 The schedule and amount for repayment of your Financing will be set out in the Key IF Contract Terms. The scheduled repayment payable by you can be viewed in your dashboard section of the Site

9.2 Your repayment is made at the end of the Financing Period or earlier / later as set out below. The repayment date, as set out in the Key IF Terms, will be the last Expected Payment Date in the Invoice Batch upon which Financing was secured.

  • You can choose two repayment methods:
  1. Payment by you to Beehive (Indirect Payment): Under this payment method, your Customers pay you for the invoices and you then settle the Financing with Beehive. We will inform you of the amount that needs to be paid if you choose to pay the Financing off earlier or later than set out in the Key IF Contract Terms.
  2. Payment by your Customers to Beehive (Direct Payment): Under this method, Beehive will contact your customers and assign payment of the financed invoices and they pay us the full invoice amount and we then pay you the excess (Surplus Payment) of the unfunded invoice less costs. The Surplus Payment to you will be calculated as the invoice value received by us less the Financing and Cost of Financing payable to the Investors less any directly related bank charges.

9.4 If you opt to repay the Financing via the Direct Method, you remain fully liable for the debt to the Investors and neither Beehive nor the Investors have any claim over the Customer.

9.5 Beehive and its Investors may take assignment of payment of any of the invoices within an Invoice Batch and the title and repayment obligation still remains with you.

9.6 As discussed above, you may repay the entire Invoice Batch or specific invoices early at any time, at no extra cost, provided you pay in full the interest due at that point in time as well as the principal amount outstanding.

  1. Calculation of the Cost of Financing (Interest)

10.1 Interest on your Financing is calculated on a daily basis and on an invoice-by-invoice basis. If you have opted for Direct Payment, we will calculate the daily interest charge and repay the Surplus Payment as defined above. This will be calculated on each individual invoice within the Invoice Batch.

10.2 If you have opted for Indirect Payment and you choose to pay us earlier or later than set out in the Key IF Contract Terms then you must inform us when payment has been received from your Customers and we will calculate the Cost of Financing on receipt of your repayment. You can choose to repay individual invoices or the whole Invoice Batch, but you cannot part repay invoices.

10.3 Furthermore, if you have not received payment from the specific Customers that the Invoice Batch relates to but you no longer require the Financing, you can opt to repay the Invoice Batch (or individual invoices) early and your Cost of Financing will be calculated to the day.

10.4 If you have opted for Indirect Payment then you must make an electronic payment into our Beehive Client Account to cover the Financing and the Cost of Financing. This transfer must be made within two working days of when we inform you of the recalculated Cost of Financing and the payment must be gross of any bank charges. If you do not make the payment within two working days we reserve the right to recalculate the Cost of Financing.

11 Our Appointment as Collection Agent

11.1 By accepting these IF Borrower Terms you acknowledge that we are appointed as a collection agent on behalf of each of the Investors who have funded your Financing and shall be entitled to pursue you (directly or indirectly) for collection of monies due and owing in the event of a default in payment of any Financing Parts you have financed.

11.2 You acknowledge and agree that we will in turn appoint a registered and appropriately licenced recovery or debt collection agent. You also acknowledge and agree that we shall have the right to take all and any reasonable action to protect our, or the Investors’, rights as available in any relevant jurisdiction which may include:

  • registration of liens, charges and rights as available; and
  • any other action as available from time to time in accordance with the applicable laws.
  1. Grace Period and Default

12.1 The Invoice Batch will set out the Expected Repayment Date which is based off the last Expected Repayment Date of the invoices within the Invoice Batch. The Financing must be settled on or before the Expected Repayment Date. However, we will allow a grace period of up to 30 days (“Grace Period”) for you to settle in full the Financing. As the Cost of Financing is calculated off a daily rate any late payments will incur additional costs and we will adjust the Cost of Financing that you must pay to the Investors.

12.2 We will contact you during the Grace Period and in the event you fail to respond to requests for payment, or an unreasonable time has elapsed following notification to you that you are in default, a written legal notice will be issued, either via recorded delivery or registered post, and the security cheque held for the full amount of the Credit Limit will be banked. We reserve the right to file a criminal case with the Police at any point that we deem necessary to protect the interests of the Investors.

12.3 If the Collections Agency is unable to collect the debt, we reserve the right to assign the debt, on behalf of the Investors, to a third party who may seek recovery of the outstanding amounts through the courts. If such further action is necessary, it is likely that significant costs will be incurred which will be passed on to you as the defaulting Borrower. You agree to indemnify us fully for our costs, expenses, loses and for damages incurred by us in connection with or arising out of your failure to comply with these IF Borrower Terms.

12.4 At any time, an investor may decide to enforce its rights under the IF Contract directly against you and you hereby consent to us providing any of your Investors with your relevant contact details for this purpose.

  1. Exclusion of Liability

13.1.1 Membership of Beehive does not in any way constitute an obligation by us to procure financing for you or constitute a warranty by us that funding will be made available.

13.1.2 If any personal guarantee is provided in respect of your obligations as a Borrower you personally warrant, and warrant on behalf of all, directors, shareholders and members of your business (as applicable) that there has been no undue influence or inducement of the guarantor to provide such guarantee.

13.1.3 If you are a Borrower on Beehive, you generally cannot also be an investor while you have finance outstanding. An exception would be where you are financing in your own individual capacity but you happen to be a director, owner or representative of a business financing money. We retain the right to grant specific exceptions to this rule but shall in no circumstances be obliged to do so.

13.1.4 You shall not be entitled to terminate these IF Borrower Terms until all outstanding Financing has been repaid in full and cleared funds and all fees, costs and expenses otherwise due under these IF Borrower Terms have been paid in full and cleared funds. On termination, we will credit your bank account (as notified to us) with any funds we hold for you or send a cheque to the address last provided by you.

  1. Indemnity

You shall defend, indemnify, and hold us harmless, as well as our subsidiaries, affiliates, officers, directors, agents, employees, representatives, successors and assigns (collectively the Beehive Indemnified Parties), without limit, from and against any and all actions, claims, suits, demands, judgments, losses, costs, expenses, and/or damages, including attorney’s fees, for or arising out of any breach by you of these IF Terms or any IF Contract. The provisions contained in this clause shall survive the termination or expiry of these IF Borrower Terms.

  1. General Terms

15.1 The information provided on the Site is directed solely at and is for use solely by persons and organisations that meet the criteria set out in clause 1 above and the equivalent criteria set out in the Investor Terms. This Site is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation. Beehive is offered to you from, and these Terms are entered into in, Thailand.

15.2 We may perform any of our obligations, and exercise any of the rights granted to us under these Terms, through a third party. We may assign any or all of our rights and obligations under these Terms to any third party.

15.3 If any clause or part of any clause of these Terms is found to be void, unenforceable or invalid, then it will be severed from these Terms, leaving the remainder in full force and effect, provided that the severance has not altered the basic nature of these IF Borrower Terms.

15.4 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these IF Borrower Terms or otherwise.

15.5 All disclaimers, indemnities and exclusions in these IF Borrower Terms shall survive termination or expiry of the IF Borrower Terms.

15.6 These IF Borrower Terms and the documents referred to in them set out the entire agreement between you and us with respect to your use of Beehive and the services provided via the Site and supersede any and all prior or contemporaneous representations, communications or agreements (written or oral) made between you or us. These IF Borrower Terms may be amended by us from time to time, by us providing electronic notification to you of any such amended Terms on the Site.

15.7 These IF Borrower Terms together with the documents referred to in them, and any non-contractual obligations arising out of or in connection with them, shall be governed by the laws of Thailand. You irrevocably submit to the exclusive jurisdiction of the Courts of Thailand over any claim or matter arising under or in connection with these IF Borrower Terms and we submit to the non-exclusive jurisdiction of the Courts of Thailand in connection with the same.

  1. About us

16.1 Beehive is a company incorporated in Thailand, and 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)

  1. Contacting us

Should you have any questions about these IF Borrower Terms, or wish to contact us for any reason whatsoever, please contact us on team@beehiveasia.co.th.