All users of the FluidP2P platform must read and understand the terms of this User Agreement, which sets out the rights and obligations that the user, in proceeding to use the FluidP2P platform in any way, agrees to bound by. Failure to read or understand the terms of this User Agreement does not release the user from being bound by their rights and obligations set out therein.
In the User Agreement below, we use the terms "Buyer" and "Seller" , "Customer" and "User".
The term "Buyer" refers to an investor who, through winning an auction or purchasing an invoice (also referred to as an "accounts payable", and in the context of the FluidP2P platform as "listings") on the FluidP2P platform, has acquired the right to receive the income due under the invoice. The Buyer has not acquired the goods or services (or any derivative right) to which the invoice relates.
The term "Seller" refers to a party who sells an invoice on the FluidP2P platform, whether by auction or fixed price sale. A Seller does not have to be the original issuer of the invoice sold, but he or she must be legally entitled to receive the income due under the invoice, or otherwise be entitled to sell or auction that right to the Buyer.
The term "Customer" refers to the Customer of the Seller, to whom the invoice has been issued originally, in respect of goods or services rendered, or to be rendered.
The term "User" refers to any party who accesses the FluidP2P platform, whether as a Buyer, a Seller, or otherwise.
The term "we", "our", "us" variously refer to FluidP2P or its authorised representatives. Unless the context otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine.
Please read the User Agreement carefully, as it sets out the contractual rights and obligations of all Users. By buying, selling, bidding or utilising the Fluid P2P platform in any way, Users to agree to be bound contractually by the terms of the User Agreement. Failure to comply with the User Agreement, by referencing to its wording or the spirit of its wording, may result in Users' privileges and access to the Fluid P2P platform being withdrawn without notice, and legal action to enforce contractual duties may be undertaken.
Function of FluidP2P marketplace
We are a marketplace that allows Users to offer, sell and buy invoices, also know as "accounts receivable", in a variety of sales formats. We do not take or have possession of anything listed or sold through our platform, and we are not involved in the actual transaction between Buyers and Sellers. The contract for the sale is directly between Buyer and Seller. We do not guarantee to make good payments between the Buyer and Seller. Whilst we may provide pricing, listing and other guidance as part of our services, such guidance is solely informational and you may decide to follow it or not. We do not routinely review Users' listings or content, although we reserve the right to do so. While we may help facilitate the resolution of disputes through various means, we have no control over and do not guarantee the existence or legality of accounts payable advertised; the truth or accuracy of Users’ content or listings; the ability of Sellers to sell accounts payable; the ability of Buyers to pay for accounts payable; or that a Buyer or Seller will actually complete a transaction. Moreover, we cannot guarantee that Customers will settle their accounts payable, meaning that the Seller may not be in a position to convey invoice settlement to the Buyer. (This is the chief credit risk involved in investing in invoices.) The FluidP2P platform reserves the right not to disclose confidential details about an invoice which the Buyer has purchased, including a copy of the invoice itself.
Payment and payee details
Sellers must have a valid payment method on file with us at all times. By listing on the FluidP2P platform you authorise us to automatically charge your chosen payment method in accordance with this User Agreement and the applicable billing agreement(s) you agree to when setting up or changing your payment method, for future charges and fees incurred in relation to the Services provided by us. This includes, but is not limited to, amounts owed for listing and final fees. Where possible we will notify you of these charges. If payments or amounts owed to us cannot be completed through the payment method on file for any reason, you remain obligated to pay us for all unpaid amounts and we reserve the right to seek reimbursement through other means plus any additional costs incurred by us in seeking reimbursement. You can change your payment method for use on FluidP2P at any time.
Buyers must provide valid banking details (or alternative payment options which is acceptable to the Seller). If the absence of valid banking details (or alternative payment options), invoice settlements will not be passed on and may be held in escrow by FluidP2P. We reserve the right to levy administration fees if funds must be held in escrow. The administration fee will be GBP 1 or 0.1 per cent of the funds to be held in escrow, whichever sum is higher, levied for every 24 hour period during which the funds are held in escrow and valid banking details (or alternative payment options) have not been communicated to us. The administration fee will be deducted directly from the funds held in escrow until all such funds have been defrayed.
When listing an item, you agree to comply with the following guidelines:
- You are responsible for the accuracy and content of the listing and item offered.
- You must not list invoices which you are not entitled to sell.
- You must not list invoices which are disputed, unless you provide full details of any dispute in the invoice description field (this may impact the rating your listing receives).
- You must not list invoices which have been settled already.
- You must not list invoices which have not been received by the Customer.
- Your listing may not be immediately searchable by keyword or category for a few hours.
- Content that violates any of our policies may be deleted at our discretion.
- Any posting fee paid is non-refundable, even if the listing is subsequently not approved.
- No listing will be considered for approval whilst any Seller fees due to us are outstanding.
- We reserve the right not to approve listings for any reason, and we reserve the right not to provide reasoning for doing so.
- We reserve the right to cancel auctions or sales for any reason, and we reserve the right not to provide reasoning for doing so.
When buying an item, you agree that:
- You are responsible for reading the full item listing before making a bid or commitment to buy or bid.
- You enter into a legally binding contract to purchase and pay for an invoice when you commit to buy an invoice, your offer for an invoice is accepted, or if you have the winning bid (or your bid is otherwise accepted).
- Failure to pay in the circumstances set out above is a breach of contract and you will be held liable for any losses suffered by us or the Seller as a result of your actions.
- We do not transfer legal ownership of accounts receivable from the Seller to the Buyer.
- We do not owe you a duty of care in respect of any aspect of the Seller's listing (including any rating we have provided for the listing), the accuracy of which we do not guarantee.
We charge a listing fee to Sellers for listing their invoices. This fee is not refundable, including in situations where the invoice is not approved for listing. We also charge various associated fees for promoting a listing, which we reserve the right to refund in cases where the listing has not been approved due to it containing deliberately false or misleading information. When an invoice is sold (regardless of whether the Buyer has paid for the invoice) we will levy a Seller's final fee. This is equal to a percentage (currently 9%) of the sale price of the invoice. No listing will be considered for approval whilst there are outstanding fees owed by the Seller to us. We reserve the right to amend our fee structure without providing notice.
We cannot guarantee refunds will be possible. If you change your mind after purchasing an invoice you contact us and we may contact the original Seller to understand if they would be willing to refund the cost. Our commission from both Seller is not refundable.
Role of the Seller
By selling an invoice through FluidP2P, the Seller is agreeing to act as a paying agent in respect of the invoice settlement. This means that when the Seller's Customer settles the invoice, the Seller is obliged to transfer the full amount of the settlement (or settlements, if the Customer pays in multiple installments or ad hoc sums) to the Buyer, using the Buyer's account details which will be provided to the Seller by FluidP2P. The Seller's contractual obligation to act as paying agent is not terminated until the full settlement has been paid to the Buyer, and these funds have been cleared (so are therefore no longer pending). Alternatively, if full settlement from the Customer is deemed impossible and all legal and other means of recourse to recover the monies from the Customer have been exhausted, subject to our explicit written agreement, your contractual obligation to act as paying agent of the Buyer may be terminated. In no other circumstances other than these two is the contractual obligation to act as paying agent of the Buyer ended. The Seller's contractual obligation to act as paying agent of the Buyer in the manner described above exists, regardless of whether or not the Seller has actually received the Buyer's payment details. It is the Seller's responsibility, and only the Seller's responsibility, to contact us in circumstances where he or she has not received the Buyer's payment details, or where those payment details are incomplete or otherwise insufficient to complete the transfer of the settlement. The Seller is responsible for bearing all or any costs associated with making the transfer of the settlement (including, but not limited to, foreign exchange and other bank charges). The net transfer must be equal to the full settlement of the invoice.
Transfer of the full amount of the settlement should take place as soon as possible. If the transfer is not received by FluidP2P within five working days from the date of the receipt of the settlement between the Seller and the Seller's Customer, we reserve the right to charge the Seller an administration fee of GBP 1 or 0.1 per cent of the settled funds due, whichever amount is higher, for every working day the settlement has not been received by the Buyer from cleared funds. We reserve the right to contact the Customer on behalf of the Buyer once an invoice becomes due for payment. We reserve the right to broker a sale of the invoice to a third party, including a debt collection service, once an invoice becomes due for payment.
The Seller can only list invoices for which the Seller has the right to income under that invoice (so is either the original issuer, or has legally acquired the interest to income under the invoice, or is otherwise authorised by the party which has the interest to income under the invoice to sell or auction the invoice). Fraudulent invoices cannot be listed. Invoices which have not been agreed with the Customer, or which have been disputed by the Customer, cannot be listed, unless details of the non-agreement or dispute are clearly explained in the invoice description field. Invoices which have been settled already cannot be listed. If the Seller lists an invoice which has to be removed owing to a dispute with the Customer or any other third party (including law enforcement agencies), and the Seller was aware of this dispute but did not disclose it, or did not disclose it fully, any costs associated with the removal of the listing or correspondence with any third parties which we incur will be reimbursed by the Seller.