Debt Factoring Agreement for Australia

Debt Factoring Agreement Template for Australia

A comprehensive financial agreement governed by Australian law that establishes the terms and conditions under which a factor (typically a financial institution or specialized factoring company) purchases accounts receivable from a business client at a discount. The agreement details the purchase mechanism, pricing structure, operational procedures, rights and obligations of both parties, collection processes, and risk allocation. It incorporates provisions compliant with Australian financial services regulations, including the Personal Property Securities Act 2009 (Cth) and relevant consumer protection legislation.

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What is a Debt Factoring Agreement?

This Debt Factoring Agreement is designed for use in the Australian business environment where companies seek to improve their working capital position by selling their accounts receivable to a specialized finance provider (factor). The document is particularly relevant when businesses need to accelerate their cash flow without traditional borrowing, operating under Australian financial services regulations and security laws. The agreement comprehensively covers the assignment of receivables, purchase price calculations, operational procedures, and risk management provisions. It's structured to comply with Australian legislation including the Personal Property Securities Act 2009 (Cth), the National Consumer Credit Protection Act 2009 (Cth), and relevant state laws. The document is suitable for both domestic and international trade receivables, with specific provisions addressing cross-border transactions where applicable.

What sections should be included in a Debt Factoring Agreement?

1. Parties: Identifies the factor (financing party) and the client (company selling its receivables)

2. Background: Sets out the context of the agreement, including the client's business nature and desire to factor receivables

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Sale and Purchase of Receivables: Core provisions regarding the assignment and transfer of receivables

5. Purchase Price and Payment Terms: Details the calculation of purchase price, advance rate, discount fee, and payment mechanics

6. Eligibility Criteria: Specifies the criteria for receivables to qualify for purchase

7. Representations and Warranties: Client's representations regarding their business and the receivables being sold

8. Covenants: Ongoing obligations of the client throughout the agreement term

9. Collection and Management of Receivables: Procedures for collecting and managing purchased receivables

10. Recourse and Repurchase: Circumstances where the client must repurchase receivables or provide recourse

11. Events of Default: Defines events triggering default and respective consequences

12. Term and Termination: Duration of the agreement and termination provisions

13. Confidentiality: Obligations regarding confidential information

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

What sections are optional to include in a Debt Factoring Agreement?

1. Security: Required when additional security is taken beyond the receivables assignment

2. Credit Insurance: Included when receivables are covered by credit insurance

3. Electronic Platform: Required when using specific software or platforms for managing the factoring relationship

4. International Provisions: Needed for cross-border factoring arrangements

5. Reserve Account: Details of reserve account maintenance if required by the factor

6. Concentration Limits: Included when specific debtor concentration limits apply

7. Sub-Servicing: Required when the client continues to service the receivables as agent

8. Parent Company Guarantee: Included when parent company support is required

What schedules should be included in a Debt Factoring Agreement?

1. Schedule 1 - Pricing Schedule: Detailed breakdown of fees, charges, and calculation methodologies

2. Schedule 2 - Eligibility Criteria: Detailed list of criteria for acceptable receivables

3. Schedule 3 - Operational Procedures: Detailed procedures for daily operations, reporting, and communications

4. Schedule 4 - Form of Notice of Assignment: Template for notifying debtors of the assignment

5. Schedule 5 - Reporting Requirements: Forms and templates for required reports

6. Schedule 6 - Excluded Debtors: List of debtors whose receivables are excluded from the facility

7. Schedule 7 - Form of Offers: Template for offering receivables for purchase

8. Appendix A - Key Contact Information: Contact details for both parties' key personnel

9. Appendix B - System Access Protocols: Procedures for accessing any electronic platforms or systems

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Wholesale Trade

Construction

Transportation and Logistics

Professional Services

Healthcare

Retail

Technology

Agriculture

Mining and Resources

Financial Services

Import/Export

Relevant Teams

Finance

Legal

Treasury

Credit Management

Accounts Receivable

Operations

Risk Management

Commercial

Business Development

Collections

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Credit Manager

Accounts Receivable Manager

Commercial Director

Legal Counsel

Risk Manager

Operations Manager

Financial Controller

Business Development Manager

Relationship Manager

Credit Analyst

Collections Manager

Industries
Personal Property Securities Act 2009 (Cth): Governs the registration and enforcement of security interests in personal property, including accounts receivable. Essential for protecting the factor's interests in the purchased debts.
National Consumer Credit Protection Act 2009 (Cth): Relevant if any of the underlying debts involve consumer credit. Sets out requirements for handling consumer credit arrangements and debt collection.
Australian Securities and Investments Commission Act 2001 (Cth): Regulates financial services and products, including requirements for fair dealing and consumer protection in financial services.
Privacy Act 1988 (Cth): Governs the handling of personal information, which is crucial when dealing with debtor information and data transfer between parties.
Competition and Consumer Act 2010 (Cth): Contains the Australian Consumer Law, which sets out requirements for fair trading practices and prohibits misleading or deceptive conduct in trade or commerce.
Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth): Relevant for customer due diligence and reporting requirements in financial transactions.
Contracts Review Act 1980 (NSW): State-based legislation (example from NSW) that may apply to the agreement terms and their enforceability.
Debt Collectors (Field Agents and Collection Agents) Act 2014 (QLD): State-based legislation (example from QLD) governing debt collection practices, which may be relevant depending on the jurisdiction of operation.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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