Broker Terms and Conditions
Updated: 17th October 2022
TERMS AND CONDITIONS TO BE READ AND ACCEPTED BY THE BROKER
“Annual Subscription Fee” means the annual fee as set out in clause 2 of this Agreement.
“Arrangement Fees” means, where applicable, the fees payable by Your Borrower Client, which may be paid by the Lender on their behalf, to PFH in respect of a Facility provided by the Lender to Your Borrower Client following the Facility Application.
“Borrower Client” means the client, or prospective client, seeking development finance through Brickflow that has instructed or appointed You to process the Facility Application.
“Brickflow” means the loan sourcing and syndication software and platform, developed by PFH, which matches lenders with borrowers seeking commercial real estate finance, and/or the Brickflow website as context requires.
“Broker Fee” means the portion of any Arrangement Fees received by PFH in respect of the Facility which are payable to You in accordance with clause 2.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when commercial banks in London are open for business.
“Data” means the personal data provided by You to PFH in respect of Your Borrower Client as defined under Data Protection Legislation.
“Data Protection Legislation” means the data protection laws applicable to a party from time to time.
“Facility” means a commercial real estate loan or facility provided by a Lender to Your Borrower Client in relation to a property, following the successful completion of the Facility Application.
“Facility Application” means the unique application for a Facility prepared by PFH and submitted via Brickflow, on behalf of Your Borrower Client for a specific property on receipt of the Commitment Fee.
“Lender” means a lending institution that is introduced to Your Borrower Client by PFH through Brickflow for the purpose of securing a Facility from that lending institution.
“Loan Search” means a search for a commercial real estate loan or facility carried out through Brickflow that relates to the Facility Application.
“Monthly Subscription Fee” means the monthly fee as set out in clause 2 of this Agreement.
“Subscription” means Your subscription to Brickflow, as set out in clause 2 of this Agreement.
1. ABOUT US
Property Funding Hub Limited (company number 11542169) (“PFH”, “We” and “Us”) is a company registered in England and Wales at 2nd Floor Gadd House, Arcadia Avenue, London, England, N3 2JU. We have developed a loan sourcing and syndication software platform and the Brickflow website, https://brickflow.com/, known as Brickflow.
Brickflow matches Lenders, who provide up-to-date lending criteria to PFH, with Borrower Clients seeking commercial real estate finance.
Users must have a Subscription to access and use Brickflow by paying a Monthly Subscription Fee or Annual Subscription Fee. In respect of any Facility Application, You may also invite Your Borrower Client to access Brickflow for the purpose of reviewing details of the Facility Application You have made on their behalf at no extra charge.
For a facility arranged by PFH through Brickflow, PFH may be entitled to receive Arrangement Fees from the Borrower Client, which may be paid by the Borrower Client directly or paid by the Lender on its behalf subject to the Lender’s agreement.
By submitting to PFH the details of Your Borrower Client in respect of the Facility Application that Your Borrower Client may be interested in, You are confirming that Your Borrower Client has instructed or appointed You to process the Facility Application in respect of a property to which Your Borrower client is looking to secure a loan.
PFH acknowledges that any Facility Application made by Your Borrower Client or by You on their behalf, You are the cause of any Facility that may arise from that Facility Application.
2.1 A Subscription allows You to use and access Brickflow for the calendar month after PFH have received Your Monthly Subscription Fee or for the calendar year after PFH have received Your Annual Subscription Fee. For the avoidance of doubt, where a Monthly Subscription Fee or Annual Subscription Fee has not been received by PFH, Your subscription will not be active and You will not have use or access to Brickflow
2.2 By agreeing to these terms and conditions, you are agreeing to pay the Monthly Subscription Fee or Annual Subscription Fee in order to have a Subscription.
2.3 The Monthly Subscription Fee of £35 is the amount that. You agree to pay by direct debit (or otherwise at PFH’s discretion) to access and use Brickflow for the calendar month following the receipt of the fee by PFH and which from time to time may be revised by PFH with one month’s notice.
2.4 The Annual Subscription Fee of £350 is the amount that. You agree to pay by direct debit (or otherwise at PFH’s discretion) to access and use Brickflow for the calendar year following the receipt of the fee by PFH and which from time to time may be revised by PFH with one month’s notice.
2.5 Where the Monthly Subscription Fee or the Annual Subscription Fee has not been received by PFH, Your Subscription will be inactive and You will not have use or access to Brickflow.
2.6 With respect to a Facility Application You have submitted, You may invite Your Borrower Client to access Brickflow for the purpose of reviewing details of the Facility Application You have made on their behalf at no extra charge. To do so, You agree as follows:
(a) You will provide the relevant Borrower Client’s details, at which point PFH will use all reasonable endeavours to allow access to that Facility Application immediately; and
(b) You accept that You will be fully responsible for Your Borrower Client’s use of Brickflow where it relates to the Facility Application.
2.7 You acknowledge that Brickflow may be temporarily unavailable from time to time to use and access due to work that is carried out by PFH (or those authorised by PFH) to maintain and/or upgrade Brickflow. Except in the case of emergency including (without limitation) a material failure of Brickflow or any functionality of Brickflow, PFH shall use its reasonable endeavours to ensure that such works do not render Brickflow unavailable to You during the hours of 9am to 6pm (inclusive) on any Business Day.
2.8 You acknowledge that the scope of Brickflow, or the terms for a Subscription may be amended from time to time with or without notice by PFH.
2.9 You acknowledge that Brickflow is a software that relies on the contribution of information by its various subscribers and lenders. Accordingly, PFH will not be liable to You for any loss You incur in seeking or procuring a Facility through using Brickflow, or relying on any information which you have sourced from Brickflow.
3. BROKER FEES
3.1 Where the Facility Application results in a Facility being entered into by Your Borrower Client and a Lender, PFH will, subject to clauses 2.2 to 2.6 inclusive, pay You a Broker Fee equal to 100% of any Arrangement Fees it receives in respect of the Facility Application, unless You expressly ask PFH to process the Facility Application for you, in which case the Broker Fee will be 50% of any Arrangement Fees it receives.
3.2 In the event You process the Facility Application but Your Borrower Client enters into a Facility that results in PFH not receiving any Arrangement Fee, then You will not be entitled to receive any Broker Fees.
3.3 Where You submit a Facility Application on behalf of Your Borrower Client, and another third party has also submitted a Facility Application on behalf of Your Borrower Client relating to the same Loan Search, then PFH will only pay Broker Fees to the party that submitted the Facility Application first. Where any dispute persists, You agree that PFH will ask Your Borrower Client which party should be entitled to receive any Broker Fees and Your Borrower Client’s decision will be final.
3.4 Where You state that the Broker Fee constitutes the consideration of a supply for VAT purposes, the Broker Fee will be inclusive of VAT. For the avoidance of doubt, You are responsible for all payments of tax that arise as a result of the Broker Fee being paid by PFH to You.
3.5 You will send confirmation to PFH of the bank account details to which the Broker Fees should be paid. Upon receipt of such confirmation and PFH being in full receipt of any Arrangement Fees, the Broker Fees will be paid by PFH within five (5) Business Days.
3.6 For the avoidance of doubt, the obligation to pay Broker Fees only exists where PFH receives the Arrangement Fees in respect of a Facility and if there is any doubt, dispute or conflict in respect of the right to or quantum of the Arrangement Fees, Broker Fees or any other matter relating to Broker Fees including competing claims over all or any part of them, then PFH reserves the right to withhold payment of any Broker Fees until any such doubt, dispute or conflict is resolved.
4. YOUR OBLIGATIONS IN RESPECT OF FACILITY APPLICATIONS
4.1 It is Your responsibility to cooperate with the Borrower Client and/or Brickflow upon request, such that:
(a) Your Borrower Client will give full disclosure of all relevant information required to submit a Facility Application;
(b) the information that You provide is true, complete and accurate in all material respects and not misleading in any way;
(c) You check all information provided and notify us promptly upon discovery of any errors;
(d) You cooperate with PFH in all matters relating to a Facility Application relating to Your Borrower Client conducted through Brickflow; and
(e) You comply with any additional obligations as set out on Brickflow or in correspondence with PFH.
4.2 You expressly acknowledge and agree to hold harmless PFH and each of their affiliates’ directors, members, officers, employees, sub-contractors and agents from and against any and all losses, damages, liabilities, costs, charges expenses, third party claims (including, without limitation, any claim from Your Borrower Client or a Lender) arising out of or related to failure to comply with Your obligations under clause 3.1 or arising out of or related to any Facility entered into by the Lender and Your Borrower Client.
4.3 Failure to comply with any of Your obligations under this clause will release PFH from any liability or obligation remaining, including but not limited to the obligation to pay any Broker Fees to You.
5. YOUR ACKNOWLEDGMENT OF PFH’S ROLE IN RESPECT OF FACILITY APPLICATIONS
5.1 You acknowledge that a Facility Application is presented by PFH to a Lender on the basis of information provided by Your Borrower Client directly and is provided in good faith, without independent verification of the accuracy or reliability of such documents or information, and that at all times, You will immediately notify PFH upon becoming aware of any inaccuracy or unreliability of such documents or information.
5.2 You acknowledge that in submitting a Facility Application, PFH makes no representation or warranty, express or implied to Lenders and advises Lenders that no reliance should be placed on the fairness, accuracy, completeness or correctness of the information in relation to any Facility Application and that PFH does not accept any liability whatsoever to the extent permitted by law (in negligence or otherwise) for any loss howsoever arising from any use of information in a Facility Application in executing a Facility with Your Borrower Client.
5.3 PFH will not hold itself out as an agent of You or Your Borrower Client, nor will it purport to make or enter into any opinions or commitments for or on behalf of You or Your Borrower Client, nor will it have the right to conclude or bind You or Your Borrower Client to an agreement to sign any contract.
5.4 Following the submission of a Facility Application on behalf of Your Borrower Client to a Lender, PFH shall provide updates to You from time to time upon reasonable request provided it does not breach any agreement, regulation or legislation that may govern the provision of such information.
5.5 PFH does not guarantee that a Facility Application will lead to a Facility.
6.1 PFH does not provide financial or other advice in relation to the commercial real estate loans or facilities compared on Brickflow nor during the process of any Facility Application, nor does PFH (or Brickflow) provide recommendation or endorsement of any facility and accepts no liability for any decision of any Borrower Client to enter into any Facility which is at their sole discretion.
6.2 PFH shall not be liable to You or Your Borrower Client for any delays incurred in procuring a Facility that are caused by errors or mistakes in the information provided by You or Your Borrower Client or any other failure to fulfil any of Your obligations listed in clause 5, nor shall it be liable to You for any delays incurred in procuring a Facility that are caused by a Lender.
7. REPRESENTATIONS AND WARRANTIES
7.1 In accepting these Terms, You warrant that:
(a) You are duly incorporated and validly existing under the laws of Your jurisdiction of incorporation (if applicable);
(b) You have the power to execute and deliver these Terms and to perform Your obligations under them;
(c) these Terms constitute valid and legally binding obligations upon You enforceable in accordance with their terms;
(d) the acceptance by You of these Terms does not violate any existing law or regulation or any document or agreement;
(e) all authorisations relevant to the execution, delivery, performance, validity or enforceability of these Terms have been obtained or effected and are in full force and effect; and
(f) You are not entitled to claim any right of general immunity or exemption on the grounds of sovereignty or otherwise from suit, execution, attachment or other legal process in respect of Your obligations under these Terms.
8. KNOW YOUR CLIENT
8.1 You agree that PFH may undertake reasonable Know Your Client and Anti-Money Laundering checks on You at any point. Upon any checks returning an adverse result which PFH reasonably believes would be unacceptable to any prospective Lender, then PFH shall have the right to terminate these Terms immediately with no further liability or obligation remaining.
9. DATA PROTECTION
9.1 Both You and PFH will comply with all applicable requirements of Data Protection Legislation.
9.2 PFH will use any personal information You provide to it to:
(a) process a Facility Application; and
(b) process the payment of any Broker Fees to You if due.
9.4 You warrant that You have the specific consent of Your Borrower Client to share their Data and other information with us and You agree to hold harmless PFH and each of their and their affiliates’ directors, members, officers, employees, sub-contractors and agents from and against any and all losses, damages, liabilities, costs, charges expenses, third party claims (including, without limitation, any claim from Your Borrower Client or a Lender) arising out of or related to failure to comply with Your obligations under this clause 8.4.
10.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or providers, except as permitted by clause 9.2.
10.2 We each may only disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under these Terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under these Terms.
11. ASSIGNMENT AND TRANSFER
11.1 PFH may assign or transfer its rights and obligations under these Terms to another entity but will endeavour to notify You in writing if this happens.
11.2 You may only assign or transfer Your rights or Your obligations under Terms to another person if PFH agrees in writing.
If PFH does not insist that You perform any of Your obligations under these Terms, or if PFH does not enforce its rights against You, or if PFH delays in doing so, that will not mean that PFH has waived its rights against You or that You do not have to comply with those obligations. If PFH does waive any rights, it will only do so in writing, and that will not mean that PFH will automatically waive any right related to any later default by You.
13. SEVERANCE AND TERMINATION
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
This agreement may be terminated by either party informing the other party of termination, providing 30 days notice. Any Broker Fees due upon on the date of termination will remain fully due and payable.
14. THIRD PARTY RIGHTS
No other person (including a natural person, corporate or unincorporated body (whether or not having separate legal identity)) has any rights to enforce any of these Terms.
15. GOVERNING LAW AND JURISDICTION
These Terms are governed by and construed in accordance with English law and each party irrevocably agrees to submit all disputes arising out of or in connection with these Terms or its subject matter or formation to the exclusive jurisdiction of the English courts.
16. CONTACTING US
If You have any questions about these Terms, or would like to contact us for any other reason, You can contact us:
By telephone: 020 3488 1674
By email: firstname.lastname@example.org
By post: 2nd Floor Gadd House, Arcadia Avenue, London, N3 2JU
Telephone calls that You make to us may be monitored and/or recorded.
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