Terms & Conditions
These terms and conditions govern the sale of accounts receivable invoices owed to you by a foreign IP firm (the “Accounts Receivable”) to Billtrader Pty Ltd (“Billtrader”, “we” or “us”) from time to time on the Billtrader platform. These terms and conditions also govern the use of the Billtrader platform to pay invoices you owe to a foreign IP firm (your “Accounts Payable”). By clicking “Create Account” below, you agree to be bound by these terms and conditions. We will email you a copy of these terms and conditions for your record and they will be available at all times on our website [here].
Accounts Receivable Trades
When you upload an invoice in respect of an Accounts Receivable on the Billtrader platform, we may (if such invoice meets our requirements) make an offer to purchase it for the purpose of streamlining the process of the payment and collection of that invoice. The proposed purchase price will be displayed on the Billtrader platform (this will typically be 100% of the invoiced amount).
By accepting our offer to purchase an Accounts Receivable on the Billtrader platform, you sell (by way of assignment) all rights, title and interest to such Accounts Receivable to Billtrader on the date of settlement. Billtrader will pay you the proposed purchase price for such Accounts Receivable to your nominated account on the settlement date stated in the relevant offer. Billtrader will then collect the relevant amounts due under the Accounts Receivable on its own behalf.
For the avoidance of doubt, Billtrader will only purchase the rights in respect of an Accounts Receivable and you shall remain fully liable to comply with any obligations you may have towards the relevant foreign IP firm.
You agree to hold on trust for Billtrader any Accounts Receivable or related rights which are not transferred to Billtrader for any reason whatsoever on the relevant settlement date in full and any amounts you receive in respect of such Accounts Receivable. To the extent you receive any payment in respect of an Accounts Receivable sold on the Billtrader platform, you shall notify Billtrader of such receipt within 5 business days, and will forward such payments to Billtrader within 20 business days of receipt, failing which you authorise Billtrader to subtract the amount paid to you from the total of your next trade.
Except as expressly provided for below, all amounts due from Billtrader to you and all amounts due from you to Billtrader (whether in respect of Accounts Receivable or otherwise) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by applicable law).
Seller Representations and Warranties
By uploading an invoice for an Accounts Receivable onto the Billtrader platform, you represent and warrant (on each day until the payment of that Accounts Receivable in full):
- the Accounts Receivable and its related invoice is legal, valid, enforceable and fully collectible from the foreign IP firm in respect of work you have performed to completion;
- you have the full legal right to sell and assign the Accounts Receivable and its related rights to Billtrader free and clear of any encumbrance of any type;
- there is no restriction on the onward sale and assignment of the Accounts Receivable and its related rights by Billtrader to any of its financiers (see below regarding the financing of Billtrader);
- the governing law of your contractual relationship (and non-contractual obligations relating thereto) with the foreign IP firm that owes that Accounts Receivable is one of the following:
- United Kingdom
- New South Wales, Australia.
- the foreign IP firm that owes that Accounts Receivable has not disputed the relevant invoice, questioned its value, refused to pay or taken more than 5 months to pay such Accounts Receivable and it has no claim against you that may be set-off against such Accounts Receivable;
- the foreign IP firm that owes that Accounts Receivable is not, and has not in the last 24 months been or taken any formal steps to enter an insolvency proceeding of any type; and
- on the relevant settlement date, and in the 12 months prior to such settlement date, you have not been subject to, or taken any formal steps to enter, an insolvency proceeding of any type.
If any representation or warranty above is not true or correct on the date it is given, Billtrader may elect by written notice to require you to repurchase the affected Accounts Receivable(s) for the purchase price paid in respect of such Account Receivable(s) (less any collections it has subsequently received in respect of such Account Receivable(s)). The relevant notice will specify the date on which the payment for such repurchase will be due from you and the account which it should be paid to. The relevant Account(s) Receivable will transfer on the date such payment from you is received in full.
Prior to the delivery of notice from our financial partners that they have taken over the collection of Accounts Receivable sold by you, we may set-off the amount due to be paid by you in respect of a repurchase against any purchase price we owe you for the purchase of further Accounts Receivable.
Confidentiality and Third Parties
Billtrader understands that invoices and other documents relating to the Accounts Receivable may contain confidential information and, except as required by applicable law, Billtrader shall not disclose such confidential information to any third parties; provided, however, that Billtrader may disclose such confidential information to our financial partners.
The aim of your Billtrader account is to enable you to process your IP firm invoices efficiently. It is not to allow you to set up a competitive business to Billtrader by copying our systems, software and processes. By registering at billtrader.com you are agreeing not to copy our intellectual property without our prior written permission. Billtrader is developing new intellectual property all the time, but in addition to the text and images on this site which are protected by copyright, BILLTRADER and the BILLTRADER logo are registered trade marks and many aspects of our software platform are covered by eleven national patent applications which derive from PCT application No PCT/AU2016/050470.
Before you upload an Accounts Receivable invoice to the Billtrader platform, you agree to:
- send an introductory email to the foreign IP firm (with [email protected] in copy) to be invoiced, introducing Billtrader and confirming that Billtrader is authorised to communicate with the foreign IP firms in connection with your invoices;
- send the invoice only to us (so that we may forward it to the relevant foreign IP firm); and
- remove any bank account details from the invoice(s) and include the following payment instructions:
ATTN: OUR BANK DETAILS HAVE CHANGED
Please pay this bill via Billtrader (www.billtrader.com).
Billtrader will only purchase an Accounts Receivable where the debtor is a reputable IP firm:
- in a country where Billtrader has bank accounts; and
- located outside your home country.
Accounts Payable Trades
When you upload an invoice in respect of an Accounts Payable on the Billtrader platform, you represent and warrant (on each day until the payment of that Accounts Payable in full):
- the Accounts Payable and its related invoice is legal, valid, enforceable and fully owed by you to the foreign IP firm in respect of work it has performed on your behalf; and
- the foreign IP firm is neither located in a sanctioned country, nor is the IP work performed in relation to intellectual property located in a sanctioned country.
When you place a trade on the Billtrader platform in respect of Accounts Payable invoices, you represent and warrant (on each day until the payment of that Accounts Payable in full) you will pay Billtrader the total of the trade on or before the settlement date, bearing any bank fees for the transfer.
- Billtrader will charge an administration fee in connection with each upload by you of an invoice in respect of Accounts Payable to your Live Account on the Billtrader Platform. We will also charge you a finance fee in relation to all Accounts Receivable invoices traded on the Billtrader Platform.
- Our Fee Schedule is available upon request and we will notify you from time to time if these fees change.
Our liability to you under these terms and conditions is limited to the total amount of fees which you have paid to us, and does not extend to any loss of profit or opportunity.
Billtrader may assign and/or transfer any of its rights and obligations under this arrangement or in respect of Accounts Receivable purchased from you to our financial partners, and such assignment and/or transfer shall be binding upon you, to the benefit of such financial partners.
During the ordinary course, we will continue to collect the Accounts Receivable and our financial partners will not be involved. However, our financial partners will give you notice if they intend to take over such collections and you should follow the instructions of any financial partner we have notified to you. In certain circumstances our financial partners may have the right to exercise all rights granted to Billtrader under these terms and conditions and you agree to execute and deliver such further documents as may reasonably be required to transfer or acknowledge the transfer of such rights.
Data Protection and Privacy
We may amend or vary these terms and conditions by emailing you. Your continued usage of the Billtrader platform following such email shall evidence your acceptance of any such amendment or variation to these terms and conditions.
These terms and conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the law of England and Wales.
At first instance, please raise any dispute you may have with us by emailing [email protected]. We will try to resolve all disputes efficiently and to your satisfaction. However, if we are unable to do so, any dispute arising out of or in connection with these terms and conditions, including any question regarding their validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules, which rules are deemed to be incorporated by reference into these terms and conditions. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London although any arbitral proceedings may physically take place in a different location selected in accordance with the rules. The language to be used in the arbitral proceedings shall be English.
Upon request by Billtrader, you agree execute and deliver any further documents and take any further actions as may be necessary to evidence more fully the transfer to Billtrader (or our financial partners) of ownership of the Accounts Receivable.
Our aim is to get you started without too much paperwork. Once you have traded over US100,000 / EUR100,000 / AUD100,000 with us, we reserve the right to request copies of your financials to help us decide whether to provide you with further funds.