Terms and Conditions

1. Legal Status and Regulatory Position

1.1 XPO Real is a trading name of Amanie Advisors Limited (the “Lender”), incorporated in the Republic of Ireland.

1.2 The Lender:

• Is not a bank;
• Is not authorised or regulated by the Central Bank of Ireland;
• Does not provide consumer credit;
• Does not accept deposits;
• Is not a member of any statutory deposit or investor compensation scheme;
• Provides business-to-business trade finance only.

1.3 The services described on this Website are available exclusively to persons acting wholly in the course of trade, business or profession.

2. Nature of the Product – Trade Finance Only

2.1 The Lender provides short-term transaction-specific Trade Finance Advances strictly for the purpose of:

• Settling supplier invoices for goods or services supplied to a business; and/or
• Making payments due to the Revenue Commissioners in respect of business taxes.

2.2 The Lender does not provide personal loans, consumer credit, revolving credit facilities, or general-purpose lending.

2.3 Each Trade Finance Advance:

• Is transaction-specific;
• Is repayable within a maximum of five (5) months;
• Is subject to a repayment schedule determined by the Lender;
• Is provided in consideration for a fixed trade finance fee agreed in advance.

2.4 The Trade Finance Advance is conditional upon the existence of a genuine underlying trade or tax liability and is not a general working capital facility.

3. Eligible Business Customers

3.1 Trade Finance Advances are available only to:

• Limited companies;
• Sole traders acting strictly in the course of business;
• Partnerships acting strictly in the course of business.

3.2 Sole traders and partnerships must confirm that:

• The advance is wholly and exclusively for business purposes;
• No personal, domestic or household use is intended.

3.3 The Business Customer confirms it is not acting as a consumer.

4. Application and Approval

4.1 The Lender will not approve any Trade Finance Advance unless it has received satisfactory documentary evidence of:

• The relevant supplier invoice; or
• The relevant tax liability documentation.

4.2 Approval is at the Lender’s sole discretion.

4.3 The Lender may decline any application without giving reasons.

5. Settlement Mechanism

5.1 The Lender may, at its discretion: (a) settle the supplier or Revenue liability directly; or (b) transfer the approved Trade Finance Advance to the Business Customer strictly for the purpose of immediate settlement of the identified liability.

5.2 Where funds are transferred to the Business Customer:

• The funds are provided on a strictly restricted-use basis;
• The funds must be applied within two (2) Business Days of receipt;
• The funds shall not be treated as general working capital;
• The Business Customer shall apply them solely to discharge the approved liability;
• The Business Customer shall provide documentary evidence of settlement upon request.

5.3 Failure to apply the funds strictly in accordance with this clause constitutes a material Event of Default.

5.4 The Lender shall have no responsibility for:

• The accuracy of any invoice provided;
• Supplier bank account verification;
• Invoice fraud;
• Supplier disputes;
• Misdirected payments;
• Refund processing;
• Any commercial dispute between the Business Customer and its supplier.

6. Fees and Repayment

6.1 Each Trade Finance Advance is provided in consideration for a fixed trade finance fee agreed in advance.

6.2 The total repayment amount (advance plus agreed fee) shall be repaid within five (5) months in accordance with the Lender’s repayment schedule.

6.3 Repayments must be received in cleared funds and credited to the Lender’s nominated bank account on or before the due date.

6.4 The Lender is not obliged to issue reminders.

7. Default

7.1 If any repayment is not received and credited within five (5) working days of its due date:

• The arrangement shall automatically be deemed in default.

7.2 Upon default, the Lender may:

• Accelerate all outstanding sums;
• Initiate recovery action;
• Appoint third-party recovery agents or legal representatives;
• Report the default to credit reference agencies.

8. Default Charge

8.1 Where an amount remains unpaid following default, a monthly default charge equal to 10% of the outstanding balance shall apply for each month (or part thereof) that the amount remains unpaid.

8.2 The Business Customer acknowledges that this charge represents a genuine pre-estimate of administrative, funding, operational and recovery costs and is not a penalty.

8.3 The Lender may, at its sole discretion, waive or suspend the default charge where:

• The Business Customer engages constructively; and
• A mutually agreed repayment arrangement is entered into and complied with.

Any waiver shall not constitute a precedent.

9. Events of Default

Events of Default include:

• Missed payment not remedied within five working days;
• Misuse of funds;
• False or misleading information;
• Insolvency or financial distress;
• Cessation of business;
• Material adverse change affecting repayment ability;
• Failure to cooperate with reasonable information requests;
• Material change in business model without notification;
• Adverse public statements materially impacting creditworthiness.

10. Director and Partner Guarantees

10.1 The Lender may require:

• Personal guarantees from directors;
• Guarantees from partners;
• Guarantees from sole proprietors.

10.2 Any guarantee shall be documented separately.

10.3 Guarantors shall be advised to obtain independent legal advice prior to execution.

11. Credit Checks and Public Information Review

11.1 The Lender may conduct:

• Credit reference checks;
• Central Credit Register enquiries;
• Company and director searches;
• Open-source intelligence checks;
• Social media and public communications review.

11.2 All processing shall be carried out:

• In accordance with the Lender’s Privacy Policy;
• In compliance with GDPR;
• In compliance with applicable Irish data protection law.

11.3 By applying, the Business Customer consents to such processing.

12. Reputational and Credit Impact

12.1 Default may negatively affect business credit ratings.

12.2 The Lender may lawfully communicate with credit agencies and relevant stakeholders regarding recovery action, subject to Irish law.

12.3 The Business Customer waives any claim for reputational damage arising from truthful and lawful enforcement communications.

13. Independent Legal Advice

The Business Customer acknowledges that:

• Independent legal advice has been recommended;
• It has either obtained such advice or voluntarily waived the opportunity;
• It enters the arrangement freely and without duress.

14. No Advice

The Lender does not provide financial, tax, accounting, investment or legal advice. The Business Customer must obtain its own professional advice.

15. Limitation of Liability

The Lender shall not be liable for:

• Indirect or consequential losses;
• Loss of profit or opportunity;
• Business interruption;
• Third-party banking failures;
• Events beyond its reasonable control.

Nothing excludes liability for fraud or wilful misconduct.

16. Amendments

The Lender may amend these Terms by publishing updated terms on the Website. Continued use constitutes acceptance.

17. Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of Ireland.

The Irish courts shall have exclusive jurisdiction.