Loan terms and conditions for Limited companies

How can you use this loan?

  1. You can only use this loan for the purpose of your business.

How and when will we give you the loan?

  1. Before we will give you the loan you must give us the following documents:
    1. a copy of an up-to-date certificate of incorporation certified by a director/member;
    2. a copy of written resolutions that approve this agreement and authorise a person to sign this agreement certified by a director/member;
    3. where necessary, a certified copy of a resolution of the shareholders waiving or increasing the directors' borrowing limit; and
    4. if agreed, personal guarantees from each director/member.

The main directors/members of your business maybe asked to give us a personal guarantee We will charge a set-up fee for each guarantor.

We will need to be satisfied that all of documents you provide are in a satisfactory form and properly executed.

  1. We will pay the loan into the current account you gave in your application. This will usually be no more than 5 working days after the start date or the specific date you asked for, provided that this date is no later than one month after the date the agreement was made. If the loan is to repay any other business borrowings from us, the amount in your current account will be what is left over (if anything) after we have taken away the amount needed to repay those borrowings.
  2. If you repay more than the total amount payable, we will close the account and return the amount you overpaid to another account you hold with us or by sending you a cheque.

What is the cost of the loan?

  1. We charge a fixed amount of interest which we add to the loan when we open the loan account as well as an arrangement fee and any guarantee fees. The total amount payable by you is the sum of the fees, interest and the loan. Although it is added upfront, we work out interest as if the loan amount was reduced by each projected repayment, using the interest rate, the number of monthly repayments and the period of the loan. For these purposes, we assume we provide the loan one month (or, if you have an initial payment holiday, three months) before the first repayment date.

Charges

  1. We may vary, or introduce, any charge under this agreement if we incur any additional costs as a result of changes to applicable law or regulation, or to industry codes that we have signed up to. Before we vary or introduce any charge, we will give you seven days' prior written notice.

How must you repay the loan?

  1. You must pay the arrangement fee when the account is opened and make the monthly repayments. If a repayment date is a non-working day you must make the repayment (or we will collect it) on the next working day.
    If the first repayment date would be less than one month after we give you the loan we will move it to the next month. All repayments will be due on the same date each month.
  2. After you have made your first repayment, you can change the monthly repayment date if you ask us. We will not be able to change your next repayment date but we will change all subsequent repayment dates. You can only change the date twice in any 12 month period. Changing the repayment date will not affect the amount of interest on the loan.

What should you do if your details change?

  1. If you change your name, address, telephone number or email address you must tell us in writing or by calling us. We will use the most recent details you have given us to send information and contact you.

Can you repay the loan early?

  1. You can repay all, or part of, the loan early by giving us notice in writing or by telephone. If you give us notice, we will tell you the amount needed to repay the loan in full within the next 28 days (or on a later date you tell us).
  2. If you repay part of the loan early, your monthly repayment will stay the same but you may repay the loan more quickly. If you repay the loan in full, we will apply a charge equal to one month and 28 days' interest.

What are our rights if you miss a repayment or we have other concerns?

  1. There may be severe consequences if:
    1. you do not make repayments on time;
    2. we find that any information you provided as part of your loan application was materially incorrect or misleading or that you have used the loan for a non-business purpose;
    3. you or anyone else take action which is or could directly result in a formal step being taken for the bankruptcy, receivership, administration, liquidation, dissolution or similar proceedings against you or any of your assets;
    4. you enter into or propose any composition, voluntary arrangement or scheme of arrangement with your creditors;
    5. we reasonably suspect any fraud or other criminal activity in connection with this agreement and/or any other facility or account that you have with us;
    6. you fail to repay or meet in full any debt or liability when it is due to us or anyone else;
    7. you cease, transfer or assign the whole or a substantial part of your business or your interest or control in it or we become aware that you are about to do any of these things;
    8. any guarantee provided becomes wholly or partly void, invalid or unenforceable; or
    9. any of the events listed above occurs in relation to anyone who has given a personal guarantee.

In any of these cases, we can:

  • demand immediate repayment of the loan;
  • disclose information about you and the each guarantor and the conduct of your loan to licensed credit reference agencies (which may make it more difficult for you to borrow in future);
  • restrict access to credit on other accounts you have with us (such as an overdraft or credit card);
  • demand payment under any guarantee;
  • bring legal action to recover the loan and amounts payable under any guarantee (which could include asking a court to order that, if a property you own is sold for any reason, some of the sale proceeds are used to repay this loan); and
  • require you to pay our reasonable costs and expenses for taking action to obtain payment, including legal costs;

but we will give you advance notice and (unless the problem cannot be fixed) the opportunity to fix the problem before taking any of these steps.

  1. If we choose not to enforce our rights under this agreement at any time, we may enforce them at a later date instead.

Can we use any other funds to repay the loan?

  1. If we hold any money for you on another account (for example if you have money in a current or savings account), we can use it to reduce or repay any sums you fail to pay under this agreement. [If we do this, we will give you notice as soon as is reasonable before or afterwards. We will also give you the opportunity to fix the problem first.]
  2. If you have provided security for any other borrowing from us (other than personal guarantees), it will not apply to the loan.

Can we transfer our rights under this agreement?

  1. We may transfer our rights and our obligations under this agreement to a third party, including information about you and how you have managed the loan which the third party needs to know.

What law governs this agreement?

  1. This agreement, and everything that happens in relation to this agreement before it is made, are governed by the laws, and subject to the non-exclusive jurisdiction of the courts, of England and Wales. We will communicate with you at all times in English.

How can we use information about you?

  1. We set out under "Your Information" below how we may use information about you. We can change how we use your information to reflect an actual, or reasonably expected, change in law or regulation or to our way of doing business (including the introduction of new technology), or to reflect any other change that affects us if it is reasonable for us to pass the impact of the change on to you. If we do make a change we will tell you personally at least two months in advance.
  2. From time to time we may require you to give us financial or other information that we need for the purpose of monitoring this loan and your ability to make repayments.

Restrictions on Bearer Shares

  1. "Bearer Shares" means shares that are owned by whoever has the physical share certificate. You confirm, and confirm on behalf of any shareholders who hold 10% or more of your share capital (whether legally or beneficially, directly or indirectly), that neither you nor they have issued any Bearer Shares and confirm that neither you nor they will issue or convert any of your or their shares to Bearer Shares without your prior consent. You agree to tell us immediately if you or any of your shareholders has issued Bearer Shares. You also confirm that there are no laws or regulations preventing you from giving the confirmations required by this section.

Your Information

APPENDIX

Definitions

Capitalised terms used in this Appendix shall have the following meanings:

Authorities’ includes any judicial, administrative, public or regulatory body, any government, any Tax Authority, securities or futures exchange, court, central bank or law enforcement body, or any of their agents with jurisdiction over any part of the HSBC Group.

‘Compliance Obligations’ means obligations of the HSBC Group to comply with: (a) Laws or international guidance and internal policies or procedures, (b) any demand from Authorities or reporting, disclosure or other obligations under Laws, and (c) Laws requiring us to verify the identity of our customers.

‘Connected Person’ means a natural person or legal entity (other than you) whose information (including Personal Data or Tax Information) you provide, or which is provided on your behalf, to any member of the HSBC Group or which is otherwise received by any member of the HSBC Group in connection with the provision of the Services. A Connected Person may include, but is not limited to, any guarantor, a director or officer of a company, partners or members of a partnership, any Substantial Owner, Controlling Person, or beneficial owner, trustee, settlor or protector of a trust, account holder of a designated account, payee of a designated payment, your representative, agent or nominee, or any other persons or entities with whom you have a relationship that is relevant to your relationship with the HSBC Group.

‘Controlling Persons’ means individuals who exercise control over an entity. For a trust, these are the settlor, the trustees, the protector, the beneficiaries or class of beneficiaries, and anybody else who exercises ultimate effective control over the trust, and for entities other than a trust, these are persons in equivalent or similar positions of control.

‘Customer Information’ means any Personal Data, confidential information, and/or Tax Information relating to you or a Connected Person.

‘Financial Crime’ means money laundering, terrorist financing, bribery, corruption, tax evasion, fraud, evasion of economic or trade sanctions, and/or any acts or attempts to circumvent or violate any Laws relating to these matters.

‘Laws’ include any local or foreign law, regulation, judgment or court order, voluntary code, sanctions regime, agreement between any member of the HSBC Group and an Authority, or agreement or treaty between Authorities and applicable to us or a member of the HSBC Group.

‘Personal Data’ means any information relating to an individual from which they can be identified.

‘Services’ includes (a) the opening, maintaining and closing of your bank accounts, (b) providing you with credit facilities and other banking products and services, processing applications, credit and eligibility assessment, and (c) maintaining our overall relationship with you, including marketing services or products to you, market research, insurance, audit and administrative purposes.

‘Substantial Owners’ means any individuals entitled to more than 10per cent of the profits of or with an interest in more than 10per cent of an entity either directly or indirectly.

‘Tax Authorities’ means UK or foreign tax, revenue or monetary authorities (for example, HMRC).

‘Tax Certification Forms’ means any forms or other documentation which may be issued or required by a Tax Authority or by us from time to time to confirm your tax status or the tax status of a Connected Person.

‘Tax Information’ means documentation or information about your tax status and the tax status of any owner, Controlling Person, Substantial Owner or beneficial owner.

Reference to the singular includes the plural (and vice versa).

  1. Collection, processing and sharing of Customer Information
    • This Appendix explains how we will use Customer Information. By using the Services, you agree that we and other members of the HSBC Group may use Customer Information in accordance with this Appendix.
    • Customer Information will not be disclosed to anyone, other than where:
      1. we are legally required to disclose;
      2. we have a public duty to disclose;
      3. our, or a third party’s, legitimate business purposes require disclosure;
      4. the disclosure is made with your consent; or
      5. it is disclosed as set out in this Appendix.

    Collection

    • We and other members of the HSBC Group may collect, use and share Customer Information (including information about you, your transactions, your use of our products and services, and your relationships with the HSBC Group). Customer Information may be requested by us, by any member of the HSBC Group, or by a third party on behalf of us or any member of the HSBC Group, and may be collected from you directly, from a person acting on your behalf, or from other sources (including from publicly available information), and it may be combined with other information available to us or any member of the HSBC Group.

    Processing

    • We will process, transfer and disclose Customer Information in connection with the following purposes (the ‘Purposes’):
      1. the provision of Services and to approve, manage, administer or effect any transactions that you request or authorise;
      2. meeting Compliance Obligations;
      3. conducting Financial Crime Risk Management Activity set out in paragraph 3 below;
      4. collecting any amounts due and outstanding from you;
      5. conducting credit checks and obtaining or providing credit references;
      6. enforcing or defending our rights, or those of a member of the HSBC Group;
      7. our internal operational requirements or those of any member of the HSBC Group (including credit and risk management, system or product development and planning, insurance, audit and administrative purposes);
      8. maintaining our overall relationship with you (including, if you agree, marketing or promoting financial services or related products, and market research) and
      9. verifying your identity.

    Sharing

    • By using the Services, you agree that we may, as necessary and appropriate for the Purposes, transfer and disclose any Customer Information to the following recipients globally (who may also process, transfer and disclose such Customer Information for the Purposes):
      1. any member of the HSBC Group;
      2. any sub-contractors, agents or service providers of the HSBC Group (including their employees, directors and officers);
      3. any Authorities, in response to their requests, or where you have provided us with false or inaccurate information and Financial Crime is detected;
      4. persons acting on your behalf, payment recipients, beneficiaries, account nominees, intermediary, correspondent and agent banks, clearing houses, clearing or settlement systems, market counterparties, upstream withholding agents, swap or trade repositories, stock exchanges, companies in which you have an interest in securities (where such securities are held by us for you);
      5. any party to a transaction acquiring interest in, or assuming risk in, or in connection with, the Services;
      6. other financial institutions, fraud prevention organisations, trade associations, credit reference agencies or credit bureaux, and debt recovery agents;
      7. any third party fund manager who provides asset management services to you;
      8. any introducing broker to whom we provide introductions or referrals;
      9. any third party in connection with a transfer, disposal, merger or acquisition of business by us or any member of the HSBC Group;
      10. a card processing supplier where you require card services; and
      11. selected third parties for marketing purposes, where you have consented to marketing, wherever located, including in jurisdictions which do not have data protection laws providing the same level of protection as the jurisdiction in which the Services are supplied.
    • Whether it is processed in a home jurisdiction or overseas, in accordance with data protection legislation, Customer Information will be protected by a strict code of secrecy and security to which all members of the HSBC Group, their staff and third parties to whom Customer Information is disclosed are subject.

    Your obligations

    • You agree to inform us promptly, and in any event within thirty days, in writing if you become aware of any changes to Customer Information supplied to us or a member of the HSBC Group from time to time, and to respond promptly to any request from us or a member of the HSBC Group.
    • You must ensure that every Connected Person whose information (including Personal Data or Tax Information) you (or anyone else on your behalf) provided, or will from time to time provide, to us or a member of the HSBC Group has been notified of and agreed to the processing, disclosure and transfer of their information as set out in these Terms and Conditions before their information is provided. You must at the same time advise individuals that they have rights of access to, and correction of, their Personal Data.
    • Where you fail to provide promptly Customer Information that we reasonably request or you withhold or withdraw any consents that we may need to process, transfer or disclose Customer Information for the Purposes (except for purposes connected with marketing or promoting products and services to you) or we have, or a member of the HSBC Group has, suspicions regarding Financial Crime or an associated risk, we may:
      1. be unable to provide new, or continue to provide all or part of any, Services to you and we reserve the right to terminate our relationship with you
      2. take actions necessary for us or a member of the HSBC Group to meet the Compliance Obligations and/or
      3. block, transfer or close your account(s) where permitted under local Laws.
    • In addition, if you fail to supply promptly your, or a Connected Person’s, Tax Information and accompanying statements, waivers and consents, as may be requested, then we may make our own judgment with respect to your status, including whether you are reportable to a Tax Authority, and we or other persons may withhold amounts where legally required by any Tax Authority and pay such amounts to the appropriate Tax Authority.
  2. Accessing your information

    Individuals can make a written request for a copy of the Personal Data we hold about them. The current fee is GBP10.00 per request from each individual.

  3. Financial Crime Risk Management Activity
    • We, and members of the HSBC Group, are required, and may take any action to meet Compliance Obligations relating to or in connection with the detection, investigation and prevention of Financial Crime (‘Financial Crime Risk Management Activity’).
    • Such action may include, but is not limited to:
      1. screening, intercepting and investigating any instruction, communication, drawdown request, application for Services, or any payment sent to or by you, or on your behalf,
      2. investigating the source of or intended recipient of funds,
      3. combining Customer Information with other related information in the possession of any member of the HSBC Group, and/or
      4. making further enquiries as to the status of a person or entity, whether they are subject to a sanctions regime, or confirming their identity and status.
    • Exceptionally, our Financial Crime Risk Management Activity may lead to us delaying, blocking or refusing the making or clearing of any payment, the processing of your instructions or application for Services or the provision of all or part of the Services. To the extent permissible by law, neither we nor any other member of the HSBC Group shall be liable to you or any third party in respect of any loss (however it arose) that was suffered or incurred by you or a third party, caused in whole or in part in connection with the undertaking of Financial Crime Risk Management Activity.
  4. Tax compliance
    • You acknowledge that you are solely responsible for understanding and complying with your tax obligations (including but not limited to, tax payment and filing of returns or other required documentation relating to the payment of all relevant taxes) in all jurisdictions in which those obligations arise and relating to the opening and use of account(s) and/or Services provided by us and/or members of the HSBC Group. Each Connected Person (acting in their capacity as a Connected Person and not in their personal capacity) also makes the same acknowledgement in their own regard. Certain countries may have tax legislation with extra-territorial effect regardless of your or any Connected Person’s place of domicile, residence, citizenship or incorporation.
    • Neither we nor any member of the HSBC Group provide tax advice. You are advised to seek independent legal and/or tax advice. Neither we nor any member of the HSBC Group have responsibility in respect of your tax obligations in any jurisdiction in which they may arise including any that may relate specifically to the opening and use of account(s) and/or Services provided by us and/or members of the HSBC Group.
  5. Credit reference and fraud prevention
    • If you apply for a current account or credit, we may use details of your credit history to assess your ability to meet your financial commitments. The credit reference agencies will record details which will form part of your credit history whether or not you proceed with your application. If you make several applications within a short period of time this may temporarily affect your ability to obtain credit. We may share details of how you manage any current accounts or borrowing from us with credit reference agencies.
    • If we make demand for repayment following default and you fail to repay the full amount due or to make and keep to acceptable proposals for repayment within twenty-eight days we may (in the absence of any genuine dispute about the amount owed) register the default with the credit reference agencies. This may affect your ability to obtain further credit.
    • Further details on credit scoring and explaining how information held by credit reference agencies and fraud prevention agencies may be used is set out in a leaflet entitled “Credit Scoring, Credit Reference and Fraud Prevention Agencies” available on our website hsbc.co.uk or by contacting us.
  6. Website and email personalisation
    • When you use a computer or other device to access websites operated by or on behalf of the HSBC Group and associated third parties, information may be stored and accessed on that device:
      1. to improve your experience;
      2. to improve the functionality, security and performance of those websites;
      3. to provide you with promotional content; and/or
      4. to provide us with information about how those websites are used and how users arrive at those websites.
    • In the event that you receive emails sent by or on behalf of the HSBC Group, such emails may contain technologies to track for market research purposes whether you opened those emails and whether you accessed internet links contained within those emails. You agree to information being stored, accessed and used in this way.
    • Members of the HSBC Group may also exchange, analyse and use relevant information about you in the ways described above to ensure that promotional content displayed to you on screen when you use HSBC Group websites is more likely to be relevant and of interest. Further information is available on our cookie policy, and site terms and privacy statement at our website hsbc.co.uk.
  7. Further information and marketing
    • To ensure that we carry out your instructions accurately, to help us to improve our service and in the interests of security, we may monitor and/or record your communications with us including telephone calls and conversations we have with you in our branches. In the interests of security and for preventing and investigating crime we may use closed-circuit television in and around our premises for the monitoring and collection of sound and/or visual images. Any recordings remain our sole property.
    • We may make and retain copies of passports, driving licences or other identification evidence that you provide.
    • We will obtain your written consent before providing a banker’s reference about you; however, if we receive a request from another financial services institution we will provide information required to verify your identity for money laundering prevention purposes.
    • If you change your mind at any time about receiving marketing information via post, telephone, email or any other method, or about participating in market research, then please let us know.
  8. Miscellaneous
    • In the event of any conflict or inconsistency between any of the provisions of this Appendix and those in the remainder of the Terms and Conditions or in any other terms and conditions, service, product, business relationship, account or agreement between you and us, the provisions of this Appendix shall prevail. Any consents, authorisations or waivers requested by us or any member of the HSBC Group, and permissions that already exist from you in relation to Customer Information shall continue to apply in full force and effect, to the extent permissible by applicable local law.

Important Information

How to contact us

If you need to contact us e.g. to update your contact details, ask for information about early repayment, tell us that you want to withdraw from the agreement or make a complaint please:

  • write to

    Customer Relations,
    Business & Corporate Banking,
    HSBC Bank Plc
    PO Box 6125
    Coventry CV3 9GW
  • Or call 03457 60606 (All lines are open 8am to 10pm every day. Calls may be monitored or recorded for quality and training purposes)

How we are authorised

  • HSBC Bank plc is established and has its registered office at 8 Canada Square, London E14 5HQ. We are a financial services organisation and banking institution authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Our reference number is 114216. You can check this on the Financial Services Register by visiting the Financial Conduct Authority website www.fca.org.uk or by contacting the Financial Conduct Authority on 0800 111 6768.

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