# INVOICE FACTORING AGREEMENT
Date: 8 August 2029
Parties: Northbank Components Ltd and Meridian Invoice Finance Ltd
## 1. Parties and purpose
Northbank Components Ltd (Company No. 11674028) assigns eligible trade receivables to Meridian Invoice Finance Ltd (Company No. 07461182) under a revolving facility beginning 1 September 2029. The aggregate facility limit is £600,000, with a £150,000 limit for any one debtor unless Meridian approves otherwise.
## 2. Scope, price and subject
Eligible invoices are undisputed invoices to UK commercial debtors on 30–60 day terms, supported by delivered goods or services. Consumer, related-party, government and contra invoices, disputed invoices and invoices over 90 days old are excluded unless Meridian gives prior written approval.
## 3. Operating duties
Meridian advances 85% of each approved invoice and holds 15% in a reserve, releasing the balance when the debtor pays after deducting charges. The discount charge is Bank of England base rate plus 2.75% per annum on daily advances; the service fee is 0.55% of gross invoice value.
## 4. Compliance, records and controls
This is disclosed factoring. Northbank stamps invoices with Meridian’s assignment notice, must not accept debtor payments except as Meridian’s collection agent and must promptly pass on any payment. Meridian manages credit control reasonably, but Northbank remains responsible for truthful invoices, disputes, credits and performance of the underlying contract.
## 5. Term, ending and remedies
The arrangement is full recourse: an unpaid invoice becomes recourse after 90 days from due date, or sooner for fraud, dispute, credit note or breach. Meridian may approve non-recourse bad-debt protection for named debtors, excluding disputes and connected parties, at the premium in Schedule 2.
## 6. Liability and reservations
Northbank assigns the receivables and gives a fixed and floating charge under a separate debenture; director Helen Moss gives a guarantee capped at £100,000. Northbank must maintain records and tell Meridian about insolvency, set-off or threatened dispute. The initial term is 12 months, then 90 days’ notice; insolvency or material breach permits immediate termination.
## 7. Governing law and signatures
English law governs and courts of England and Wales have jurisdiction. Directors Helen Moss and Karim Ali sign on 8 August 2029. Assignment does not transfer Northbank’s customer contracts or make Meridian liable for goods, consumer rights or tax, and each party must obtain advice on any FCA-regulated activity.