GENERAL TERMS AND CONDITIONS

 

Version Date:  30.11.21

 

The following terms and conditions are standard in relation to all facilities which JMT Finance Ltd provide and are incorporated into any Agreement made between JMT Finance Ltd and the Borrower. They should be read, and fully understood by, the Borrower before the Facility is accepted and drawn.

 

  1. Interpretation

 

1.1  In the Agreement, the following capitalised terms shall have the meanings given to them:

 

“Agreement” means the agreement between JMT Finance Ltd and the Borrower in respect of the Facility, comprising the Offer Letter, the General Terms and Conditions, the Tariff and Letter of Variation;

 

“Balancing Interest Payment” means an amount equal to the difference between the interest which has already been paid by the Borrower to JMT Finance Ltd up to the date of any prepayment or early repayment (for whatever reason) of the Loan (or any part of the Loan) and the amount specified in the Offer Letter as the Minimum Interest Payment.

 

“Base Rate” shall mean the Barclays Bank base rate from time to time in force;

 

“Borrower” and/or “you” shall mean the person to whom the Facility is made available (and expressions such as “your” and “it” shall be construed accordingly);

 

“Break Costs” means any costs incurred by JMT Finance Ltd as a result of the Loan or any part of the Loan being repaid early;

 

“Default Interest Rate” means the rate specified as such in the Offer Letter;

 

“Development Document” means, in respect of the Property, any contract or agreement for any design, construction, development or refurbishment works at the Property (or any part thereof);

 

“Discharge Date” means the date on which JMT Finance Ltd is satisfied that the Loan and all other amounts owing from the Obligors under the Finance Documents have been repaid in full and JMT Finance Ltd is under no commitment to provide any facilities to any Obligor;

 

“Drawdown” means the advance of all (or part) of the Facility to the Borrower by JMT Finance;

 

“Drawdown Conditions” means each of the conditions specified in the Offer Letter which must be satisfied (or waived by JMT Finance Ltd) before the Facility (or any part of it) will be available for Drawdown;

 

“Event of Default” means any of the events specified in clause 10.1 of the General Terms and Conditions and any other event specified as such in the Offer Letter;

 

“Exit Fee” means the fee specified as such in the Offer Letter;

 

“Facility” means the loan facility made available by JMT Finance Ltd to the Borrower on the date of (and subject to the terms of) the Agreement;

 

“Finance Documents” means the Agreement, each Guarantee, each Security Document, any document signed by JMT Finance Ltd which supplements, amends, varies or replaces any of them and any other document designated as a Finance Document by JMT Finance Ltd;

 

“JMT Finance” or “we” shall mean JMT Finance Ltd whose registered office is Prospect House, 2 Courthouse Street, Otley , LS21 1AQ and shall include its assignees, transferees, or successors in title (and expressions such as “us” and “our” shall be construed accordingly);

 

“Gross Development Value” means, if such term is used in the Offer Letter, either:

 

(a)        the aggregate of the gross sales proceeds realised for each unit at the Property; or

 

(b)        where not all of the units at the Property have been sold on or before the last day of the Term, the aggregate of the highest sale price at which the units were marketed in the three month period prior to the end of the Term;

 

“Guarantee” means any guarantee or indemnity provided to JMT Finance Ltd in respect of the Borrower’s obligations under the Agreement;

 

“Guarantor” means any person who provides a Guarantee;

 

“Insurance Management Fee” means the fee specified as such in the Tariff;

 

“Letter of Variation” means a letter from JMT Finance Ltd to the Borrower setting out any subsequent variation to the terms of the Offer Letter or these General Terms and Conditions;

 

“Loan” means, at any time, the aggregate amount outstanding under the Agreement at that time (and if the Offer Letter specifies that the Facility may be drawn in a number of tranches, any reference to the “Loan” shall include all of the outstanding tranches at the relevant time);

 

“Material Adverse Effect” means, in the opinion of JMT Finance Ltd, a material adverse effect on the business, property, operations or prospects of any Obligor or the ability of any Obligor to perform its obligations under the Finance Documents or the rights and remedies of JMT Finance Ltd under the Finance Documents;

 

“Minimum Interest Payment” means the amount (if any) specified as such in the Offer Letter;

 

“Obligors” means the Borrower, any Guarantor(s) and any Third Party Security Provider(s);

 

“Offer Letter” means the letter from JMT Finance Ltd to the Borrower setting out the commercial terms of the Facility and any Special Conditions, to which these General Terms and Conditions are appended;

 

“Property” means the land or property described in the Offer Letter, and where the Borrower or Obligors have given security over more than one property to JMT Finance Ltd, any reference to the “Property” shall include all such properties;

 

“Quantity Surveyor” means any suitably qualified professional appointed by JMT Finance Ltd to satisfy any of the Drawdown Conditions or the Special Conditions or to advise JMT Finance Ltd in relation to any design, construction, development or refurbishment works at the Property;

 

“Security Document” means any agreement or deed executed by an Obligor which creates any mortgage, charge, assignment, pledge or other security interest in favour of JMT Finance Ltd;

 

“Security Document Fee” means the fee specified as such in the Offer Letter;

 

“Special Conditions” means the special conditions (if any) referred to in the Offer Letter, which shall form part of the Agreement;

 

“Tariff” means JMT Finance Ltd’s standard tariff of charges payable, as may be published on JMT Finance Ltd’s website and as may be updated by JMT Finance Ltd from time to time without notice to the Borrower;

 

“Term” means the period for which the Facility is available, as specified in the Offer Letter; and

 

“Variation Fee” means the fee specified as such in a Letter of Variation.

 

1.2       In the Agreement:

(a)        any reference to a “person” shall include an individual, a partnership, a limited liability partnership, a company or a sole trader, as the context may require;

 

(b)        where the Borrower comprises more than one person, each such person shall be jointly and severally liable under the Agreement;

 

(c)        any reference to a provision of law is a reference to that provision as amended or re-enacted;

 

(d)        section, clause and schedule headings are for ease of reference only;

 

(e)        any reference to a Finance Document or to any other agreement or deed is a reference to that Finance Document, agreement or deed as amended, novated, supplemented, extended or restated; and

 

(f)        an Event of Default is “continuing” unless and until JMT Finance Ltd has waived that Event of Default in writing.

 

  1. Repayment

 

2.1       The Loan must be repaid in accordance with the terms of the Offer Letter and these General Terms and Conditions. In any event, the Loan must be repaid on or before the last day of the Term.

 

2.2       The Loan may be repaid early if this is permitted in the Offer Letter.

 

  1. Interest

 

3.1       Interest will be calculated by JMT Finance Ltd on a daily basis and debited to the Facility monthly, in arrears.

 

3.2       Interest must be paid in accordance with the terms of the Offer Letter.

 

3.3       If the Borrower voluntarily repays the Loan early or if JMT Finance Ltd requires early repayment of the Loan in accordance with the terms of the Agreement, then the Borrower shall pay to JMT Finance Ltd the Balancing Interest Payment and any Break Costs.

 

  1. Default Interest

 

4.1       If the Borrower fails to pay any amount due to JMT Finance Ltd under the Agreement when due, JMT Finance Ltd may require that interest is payable on the unpaid sum at the Default Interest Rate until payment is received in full (and both before and after judgment).

 

  • Without prejudice to clause 4.1 above or to JMT Finance Ltd’s other rights and remedies under the Agreement, if the Offer Letter specifies that interest is to be paid monthly but any such payment remains unpaid after 10 days following the end of the month (the “Relevant Month”) for which such interest was due (the “Unpaid Interest Amount”), the Default Interest Rate shall be deemed to have been applied to the Unpaid Interest Amount from the last date of the Relevant Month, so that both:
  1. The Unpaid Interest Amount; and
  2. Interest on Unpaid Interest Amount at the Default Interest Rate

 

shall be due

 

4.3       Default interest under this clause 4 shall be payable on demand but may be added to the balance of the Loan at such intervals as JMT Finance Ltd may determine.

 

  1. Costs, Fees and Tariff

 

5.1       The Borrower must pay the Facility Fee and the Security Document Fee in accordance with the terms of the Offer Letter (or, in the absence of any terms in the Offer Letter, on or before the date of the first Drawdown). An element of the Facility Fee may be paid by JMT Finance Ltd to a broker or introducer upon Drawdown of the Loan.

 

5.2       The Borrower must pay all other fees and costs specified in the Offer Letter in accordance with the terms of the Offer Letter.

 

5.3       The Borrower must pay all of the amounts specified in the Tariff as and when applicable.

 

5.4       The Borrower shall indemnify JMT Finance Ltd in respect of all costs, fees and expenses which JMT Finance may incur in connection with the Agreement, including (without limitation):

 

(a)        all professional costs incurred by JMT Finance Ltd (for example, legal costs, accountancy costs, the costs of any Quantity Surveyor) including, without limitation, any costs incurred in respect of site visits under clause 8.9(f);

 

(b)        all costs incurred by JMT Finance Ltd in relation to the amendment, waiver, enforcement or preservation of any Finance Document, including (without limitation) the costs incurred in taking any of the steps referred to in clause 10.2;

 

(c)        the costs of any due diligence which JMT Finance Ltd may, in its discretion, commission from a third party in order to protect its interests, whether the Facility is drawn or not and whether or not an Event of Default has occurred;

 

(d)        the costs of any utility searches which are not provided by the solicitor acting for the Borrower and which JMT Finance Ltd may, in its discretion, commission from a third party in order to protect its interests, whether the Facility is drawn or not and whether or not an Event of Default has occurred; and

 

(e)        the cost of any insurance which JMT Finance Ltd may, in its discretion, commission in the event you do not provide JMT Finance Ltd with satisfactory evidence that adequate acceptable insurance over the Property is in force with all premium instalments paid up to date as referred to in clause 8.4.   

 

5.5       The Borrower also acknowledges that, should the Facility not be repaid within the Term, or should any other Event of Default occur, then JMT Finance Ltd may charge the Borrower for JMT Finance Ltd’s reasonable management time in respect of monitoring the Facility until repayment is received in full and/or the relevant Event of Default is remedied or waived.

 

5.6       Unless otherwise specified in the Offer Letter, all of the fees costs and expenses referred to in this clause 5 shall be payable by the Borrower to JMT Finance Ltd on demand and together with any VAT, disbursements and out-of-pocket expenses.

 

  1. Representations & Warranties

 

6.1       The Borrower represents and warrants to JMT Finance Ltd as follows:

 

(a)        it is duly incorporated, legally empowered and has full capacity to incur the indebtedness under the Facility; there is no material restriction whatsoever on the Borrower’s ability to perform the terms of the Agreement, and entering into the Agreement shall not constitute a breach of the Borrower’s constitutional documents or any other agreement binding upon it;

 

(b)        there is no material litigation or dispute pending against any Obligor from any third party;

 

(c)        the Obligors are not insolvent or bankrupt and all crown creditors of the Obligors are paid up to date;

 

(d)        no Obligor is in default in respect of any agreement for the borrowing of money from any person;

 

(e)        it has disclosed to JMT Finance Ltd all material facts, which ought reasonably to be made known to JMT Finance Ltd in connection with the advance of monies to the Borrower under the Facility;

 

(f)        all information provided by any Obligor to JMT Finance Ltd in connection with the Property, this Agreement and the Facility was true and accurate in all respects;

(g)        the Borrower has good title to the Property and there are no security interests over the Property or any of its assets (other than in favour of JMT Finance Ltd);

 

(h)        the Borrower is the legal and beneficial owner of the Property; and

 

  • the Security pledged shall have the same ranking as provided in the Security Documents, the Offer Letter, and any deed of priority entered unto by JMT Finance Ltd.

 

6.2       The representations and warranties in clause 6.1 above shall be made on the date on which the Borrower accepts the Offer Letter and shall be deemed to be repeated by the Borrower on each date of Drawdown and on the last day of each month during the Term (by reference to the facts and circumstances then existing).

 

  1. Binding Obligations

 

The Borrower’s obligations under the Finance Documents are legal, binding and enforceable.

 

  1. Positive Undertakings

 

Prior to the Discharge Date, the Borrower shall:

 

8.1       forward to JMT Finance Ltd:

 

(a)        up to date management accounts, within 10 days of any such request by JMT Finance Ltd, in a format acceptable to JMT Finance Ltd;

 

(b)        its latest available audited accounts, on request; and

 

(c)        promptly upon receipt, a copy of any notice served or given in connection with the Property or in connection with any construction, development and/or refurbishment of the Property which may be served on the Borrower by any public or local authority or any other authority or government agency;

 

8.2       notify JMT Finance if, at any time, its crown creditors (or the crown creditors of any Obligor) are not paid up to date;

 

8.3       ensure that the Property will be fully and adequately insured at all times with a reputable insurance company, for the full insurance re-instatement value of the Property, and comply with any instructions from JMT Finance Ltd in relation to the insurance over the Property;

 

8.4       you will provide a copy of the current policy in relation to the insurance over the Property and confirmation on a quarterly basis that all premium instalments have been paid up to date, in the event you do not provide JMT Finance Ltd with adequate satisfactory confirmation that acceptable insurance is in force within 2 days of a request by JMT Finance Ltd, we reserve the right to implement our Insurance Management Fee and / or take out adequate insurance on your behalf at your cost;

 

8.5       notify JMT Finance Ltd of the solicitors acting in relation to the sales of the Property or any part thereof prior to any contract to sell or otherwise dispose of, is entered into;

 

8.6       ensure all deposit monies received on exchange of contracts of the Property or any part thereof are held to the strict order of JMT Finance Ltd;

 

8.7       notify JMT Finance Ltd in advance of any proposed change in the ownership or control of the Borrower or in the identities of the directors, partners or members of the Borrower;

 

8.8       comply with all laws and regulations in respect of the Property (including, without limitation, environmental laws and regulations); and

 

8.9       where the purpose of the Facility includes funding any construction, development and/or refurbishment of the Property:

 

  • carry out the works in accordance with the Development Documents and specifications delivered to, and approved by, JMT Finance Ltd, and in a good and workmanlike manner;

 

  • comply with all planning permissions relevant to the works;

 

  • use materials of good quality which are fit for purpose;

 

  • comply with all relevant building regulations;

 

  • only employ suitably qualified contractors with professional indemnity insurance at a level which is not less than the fully developed value of the Property;

 

  • permit JMT Finance Ltd and any architect, quantity surveyor or other professional appointed by JMT Finance Ltd full access to the Property at all times to review the progress of any works, to attend any site meetings with contractors and/or to check that the undertakings in this clause 8.9 are being met;

 

  • comply with any recommendations in relation to the works made by any architect, quantity surveyor or other professional appointed by JMT Finance Ltd;

 

  • comply with any deadlines agreed with JMT Finance Ltd in relation to the progress of the works and ensure that the works are completed on or before any date agreed with JMT Finance Ltd for practical completion;

 

  • provide evidence of the satisfaction of planning conditions and building regulations upon request; and

 

  • where the Borrower has agreed that the Property will be subject to a new build / renovation warranty, the Borrower agrees that it will ensure the property(s) will be registered with the warranty provider before JMT Finance Ltd advances any monies in respect of building works and should the registration with the warranty provider be in a name other than that of the Borrower, a letter of authorisation from the named developer / contractor authorising  the warranty provider to deal with JMT Finance Ltd will be provided to JMT Finance Ltd and the warranty provider.

 

  1. Negative Undertakings

 

Prior to the Discharge Date, the Borrower shall not:

 

9.1       grant to any third party a lease, licence, or any right of occupation in any format whatsoever without prior signed written consent of JMT Finance Ltd, or part with possession of the whole of or any part of, the Property, or any other property in respect of which the Borrower may give security to JMT Finance Ltd;

 

9.2       create any mortgage, charge or other security interest over the Property;

 

9.3       create any debenture or other floating charge over the present or future assets of the Borrower;

 

9.4       sell, dispose of or enter into any contract to sell or otherwise dispose of, all or any part of the Property without the prior written consent of JMT Finance Ltd;

 

9.5       do anything or permit anything to be done which may make void or voidable any insurance over the Property; or

 

9.6       where the purpose of the Facility includes funding any construction, development and/or refurbishment of the Property:

 

(a)        amend the terms of any Development Document or enter into any new Development Document which has not previously been approved in writing by JMT Finance Ltd; or

 

(b)        amend the terms of appointment of any professional or contractor employed by the Borrower in connection with the works, or terminate the employment of any such person.

 

  1. Events of Default

 

10.1     Each of the following events will be an Event of Default:

 

(a)        an Obligor does not pay any amount payable under any Finance Document on its due date;

 

(b)        failure by an Obligor to perform or comply with any obligation, covenant, undertaking, condition or restriction of any Finance Document;

 

(c)        any representation or warranty made or deemed to be made by an Obligor under any Finance Document is or proves to have been incorrect or misleading when it was made or deemed to have been made;

 

(d)        any borrowings of the Borrower or any Obligor which are owed to any person other than JMT Finance are not paid when due;

 

(e)        the Borrower or any spouse or partner of the Borrower or any member of the Borrower’s immediate family uses the Property as a residence without the prior written consent of JMT Finance Ltd;

 

(f)        the Borrower fails to pay when due any indebtedness owed by the Borrower to JMT Finance Ltd or fails to comply with any other obligation or condition of any finance agreement, including but not limited to this Agreement, by the Borrower with JMT Finance Ltd;

 

(g)        it becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents or any of the Finance Documents ceases to be effective or is or becomes unlawful;

 

(h)        where the purpose of the Facility includes funding any construction, development and/or refurbishment of the Property:

 

(i)         the Borrower abandons all or a significant part of the works for a continuous period of 28 days or more; or

 

(ii)        in the opinion of JMT Finance Ltd, the works (or any stage of the works) have not commenced in a manner satisfactory to JMT Finance Ltd within 30 days of completion of the Facility or such later date as agreed by us.

 

(iii)       in the opinion of JMT Finance Ltd, the works (or any stage of the works) will not be completed on or before any date agreed with or specified by JMT Finance Ltd for the completion of those works (or that stage of the works); or

 

(iv)       in the opinion of JMT Finance Ltd, the works are not being carried out in accordance with the Development Documents and the specifications agreed with JMT Finance Ltd or otherwise to an acceptable standard; or

 

(v)        any significant change to the development budget by greater than 20% of the total breakdown already provided by the Borrower to us; or

 

(vi)       any notice is served by any planning authority or building inspector in respect of any breach of a planning permission or building regulations;

 

(i)         any part of the Property is destroyed or damaged and in the opinion of JMT Finance Ltd (taking into account any insurance proceeds which may be available) the destruction or damage will have a Material Adverse Effect;

 

(j)         any action which, in the sole opinion of JMT Finance Ltd, shall constitute a breach of any planning condition, obligation or building regulations in relation to the Property;

 

(k)        any of the following events occurs in respect of any Obligor:

 

(i)         all or any of the assets of the Obligor are the subject of an appointment of a receiver, trustee, sequestrator or similar officer;

 

(ii)        the Obligor ceases or threatens to cease to carry on its business or a significant part of it or suspends or threatens to suspend payment of its debts or is unable or is deemed to be unable to pay its debts within the meaning of Section 123(1) of the Insolvency Act 1986;

 

(iii)       a proposal is made or a nominee or supervisor is appointed for the Obligor for a composition in satisfaction of its debt or for a scheme of arrangement of its affairs or other arrangement or any proceedings for the benefit of its creditors are commenced under any law, regulation or procedure relating to the reconstruction or readjustment of debt;

 

(iv)       any step is taken (including, without limitation, the making of an application or the giving of any notice) by the Obligor or by any other person to appoint an administrator in respect of the Obligor, or if an administrator is appointed;

(v)        any step is taken (including, without limitation, the making of an application or the giving of any notice) by the Obligor (without the consent of JMT Finance Ltd) or any other person to wind-up or dissolve the Obligor or to appoint a liquidator, trustee, receiver, administrative receiver or similar officer to the Obligor or any part of its undertaking or assets;

 

(vi)       the Obligor ceases or suspends or threatens to cease or suspend payment of its debts, or is (or is deemed to be) unable to or claims inability to pay its debts as and when they fall due;

 

(vii)      any attachment, distress, diligence, arrestment, execution or legal process is levied, enforced or sued against the Obligor or its assets or any person validly takes possession of any of the property or assets of the Obligor or steps are taken by any person to enforce any security interest against any of the property or assets of the Obligor;

 

(viii)     a statutory demand is served upon the Obligor and such demand is not complied with or set aside within 3 weeks of service of the demand;

 

(ix)       if the Obligor is an individual (and without prejudice to the other provisions of this clause 10.1):

 

(A)       a petition is presented against that Obligor or if that Obligor is or becomes the subject of a bankruptcy order or is adjudicated or found to be bankrupt or insolvent; or

 

(B)       that Obligor dies or by reason of illness or incapacity becomes incapable of managing his/her own affairs or that Obligor becomes a patient under any mental health legislation;

 

(l)         there is any change in the ownership or control of the Borrower, or in the identity of the directors, partners or members of the Borrower, in each case without the prior written consent of JMT Finance Ltd; or

 

(m)      any other event or circumstance occurs which JMT Finance Ltd considers will or may have a Material Adverse Effect.

           

10.2     Following the occurrence of an Event of Default, JMT Finance Ltd may (in its discretion):

 

(a)        refuse to permit any further Drawdown; and/or

 

(b)        declare that all or part of the Loan shall thereafter due and payable on demand; and/or

 

(c)        demand immediate repayment of all or any part of the Loan together with any Balancing Interest Payment and all other amounts owing under the Finance Documents; and/or

 

(d)        increase the rate of interest applicable to the Loan to the Default Interest Rate; and/or

 

(e)        exercise its rights under any Guarantee; and/or

 

(e)        exercise its rights under any Security Document; and/or

 

(f)        enter the Property (by itself or acting by any agent, professional or contractor) to take any action which JMT Finance Ltd may reasonably consider necessary to remedy that Event of Default and/or to comply with the terms of any notice which may have been served by any public or local authority or any other authority or government agency (provided that JMT Finance Ltd shall not be liable to account as mortgagee in possession as a result of any such action).

 

  1. Demands & Notices

 

11.1     Any demand or notice served to an Obligor shall be in writing and signed by a director or officer of JMT Finance Ltd and may be served on the Obligor by hand, post, facsimile or electronic mail addressed to the Obligor at the Obligor’s registered office if a company or if an individual the latest residential address or such other address as notified in writing by the Obligor to JMT Finance Ltd.

 

11.2     If such demand or notice is sent by post it shall be deemed to have been received on the day following that on which it was posted and shall be effective notwithstanding that it may have been returned undelivered.

 

11.3     In respect of all methods of delivery, proof of despatch will be conclusive evidence of receipt by the Obligor in the normal course of transmission.

 

11.4     No delay or omission on the part of JMT Finance Ltd exercising any right or power under the terms of the Facility in accordance with this clause shall impair such a right or power.  Any single or partial exercise thereof shall not preclude any other or further exercise thereof of the exercise of any other right or power.  The rights and remedies of JMT Finance Ltd in respect of the Facility are cumulative and not exclusive of any right or remedy provided by law.

 

 

  1. Currency Change

 

If sterling is, or is to be, replaced by any other currency, JMT Finance Ltd may notify the Borrower of any amendments to the Agreement which JMT Finance Ltd (acting reasonably) considers necessary to reflect that replacement and to put JMT Finance Ltd and the Borrower in the same position, so far as possible, that they would have been in if no such replacement has occurred. Upon such notification, the terms of the Agreement shall be deemed to be amended in accordance with such notification.

 

  1. Tax

 

All payments by the Borrower under or in connection with the Facility will be made without deduction or tax unless the Borrower is required by law to make a payment subject to deduction or withholding of tax, in which case the amount payable by the Borrower will be increased such that JMT Finance Ltd receives and retains a net sum equal to that which JMT Finance Ltd would have received and retained had no deduction or withholding been made.

 

  1. Illegality and Increased Costs

 

14.1     If, at any time and for any reason, it becomes unlawful for JMT Finance Ltd to provide or continue to make available the Loan, JMT Finance Ltd may demand immediate repayment of the Loan from the Borrower and the Borrower shall repay the Loan and all other amounts owing under the Finance Documents in accordance with that demand.

 

14.2     The Borrower shall indemnify JMT Finance Ltd in respect of any increase to JMT Finance Ltd in the cost of providing the Facility or continuing to make available the Loan, or any reduction in the return which JMT Finance Ltd is able to make from the Loan, as a result of any legislative or regulatory changes after the date of the Agreement.

 

  1. Assignment

 

15.1     JMT Finance may, at any time, assign all or any of its rights and benefits under the Agreement or transfer or otherwise dispose of all or any of its rights, benefits and obligations under the Agreement at its discretion.

 

15.2     The Borrower shall not assign, transfer or otherwise dispose of all or any of its rights, benefits and obligations under the Agreement.

 

  1. Set Off

 

16.1     JMT Finance may set off any sum due to it from the Borrower (whether actual or contingent) against any sum due from JMT Finance Ltd to the Borrower and/or any credit balance on any account(s) of the Borrower (in any currency), and may combine accounts.

 

16.2     The Borrower shall make all payments due under the Agreement without any set off or withholding, except as may be required by law. If the Borrower is required to withhold any sum on account of tax, the Borrower shall increase the amount which it pays to JMT Finance Ltd so that the amount received by JMT Finance Ltd is not reduced by the withholding.

 

  1. Law

 

The Agreement (and any non-contractual obligations arising out of or in connection with it) are governed by English law and will be subject to the jurisdiction of the English Courts.

 

  1. Miscellaneous

 

18.1     If the Borrower is more than one person or the Borrower is a partnership then the liability of each such person or partner will be joint and several.  Notice given to one person constituting the Borrower will be deemed to be good notice to all.

 

18.2     Every provision contained in this Agreement shall be severable and distinct from every other such provision and if at any time any one or more of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining such provisions shall not in any way be affected thereby.

 

18.3     Where any agreement, warranty, undertaking, representation or other commitment is made on the part of two or more persons then the same shall be deemed to be given by such persons jointly and severally.

 

18.4     If there is any conflict or inconsistency between the General Terms and Conditions and the Special Conditions, the Special Conditions shall prevail unless indicated otherwise in the Offer Letter.

 

18.5     The Agreement may be signed in counterparts.

 

18.6     Disclosure of Confidential Information

JMT Finance may disclose to:

  • any of its affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives; and
  • any person:
    • to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s affiliates, representatives and professional advisers;
    • to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
    • to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; or
    • with the consent of the Borrower;

in each case, such Confidential Information as JMT Finance Ltd shall consider appropriate if the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information, or in the opinion of JMT Finance Ltd, it is not practicable so to do in the circumstances.

 

 

  1. Rights of Third Parties

 

A person who is not a party to this letter may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.