Factoring Receivables Agreement for Australia

Factoring Receivables Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that establishes the terms and conditions for the sale and purchase of accounts receivable between a business (the client) and a financial institution or factoring company (the factor). The agreement details the mechanics of receivables purchase, pricing, operational procedures, rights and obligations of parties, credit risk allocation, and collection processes. It incorporates relevant provisions from Australian financial services law, personal property security regulations, and consumer protection requirements, while ensuring compliance with privacy and anti-money laundering legislation.

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What is a Factoring Receivables Agreement?

The Factoring Receivables Agreement is a critical financial instrument used when businesses seek to improve their working capital position by selling their accounts receivable to a specialized financial institution or factoring company. This agreement, governed by Australian law, is particularly valuable for companies experiencing growth, seasonal fluctuations, or requiring accelerated cash flow. The document comprehensively addresses the sale mechanism, purchase price calculations, eligible receivables criteria, collection procedures, and risk allocation between parties. It incorporates compliance requirements with Australian financial services regulations, including the Personal Property Securities Act 2009 (Cth) for proper registration of interests, privacy laws for handling customer information, and anti-money laundering regulations. The agreement is structured to provide clarity on operational procedures while protecting both the factor's investment and the client's business relationships with their customers.

What sections should be included in a Factoring Receivables Agreement?

1. Parties: Identifies the factor (purchaser) and the client (seller) of the 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 and establishes interpretation principles for the agreement

4. Sale and Purchase of Receivables: Core provisions regarding the sale and assignment of receivables, including true sale provisions

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

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

7. Representations and Warranties: Standard and receivables-specific warranties from the client regarding the business and receivables

8. Client Undertakings: Ongoing obligations of the client regarding operation of the business and management of receivables

9. Servicing and Collection: Provisions regarding collection of receivables, including notification to debtors and collection procedures

10. Fees and Expenses: Details all fees payable including factoring fees, processing fees, and expense reimbursement

11. Events of Default: Lists circumstances constituting default and corresponding remedies

12. Termination: Provisions for termination of the agreement and post-termination obligations

13. Indemnification: Client's obligations to indemnify the factor for various losses or claims

14. Confidentiality: Provisions protecting confidential information of both parties

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

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

1. Credit Insurance: Required when receivables are covered by credit insurance, specifying rights and obligations regarding the insurance

2. Cross-Border Provisions: Necessary when factoring involves international receivables, addressing currency conversion and country-specific requirements

3. Electronic Trading Platform: Required when the parties use an electronic platform for receivables trading and communication

4. Reserve Account Mechanics: Detailed provisions for when a reserve account structure is used for risk management

5. Debtor Credit Limits: Specific provisions regarding credit limits for individual debtors when the factor provides credit protection

6. Parent Company Guarantee: Required when additional security is needed through a parent company guarantee

7. Special Industry Provisions: Industry-specific provisions required for particular sectors (e.g., construction, healthcare)

What schedules should be included in a Factoring Receivables Agreement?

1. Schedule 1 - Eligibility Criteria: Detailed list of criteria for eligible receivables

2. Schedule 2 - Fee Schedule: Detailed breakdown of all applicable fees and charges

3. Schedule 3 - Form of Purchase Request: Standard form for requesting purchase of receivables

4. Schedule 4 - Operational Procedures: Detailed procedures for daily operations, reporting, and communications

5. Schedule 5 - Form of Debtor Notification: Standard form for notifying debtors of the assignment

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

7. Appendix A - Required Reports: Templates and specifications for required regular reporting

8. Appendix B - Power of Attorney: Form of power of attorney for collection and enforcement

9. Appendix C - Compliance Certificate: Form of periodic compliance certification

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

Retail

Construction

Transport and Logistics

Healthcare

Professional Services

Technology

Telecommunications

Agriculture

Mining

Textiles

Food and Beverage

Relevant Teams

Finance

Treasury

Legal

Compliance

Credit Management

Operations

Risk Management

Commercial

Accounts Receivable

Collections

Business Development

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Credit Manager

Accounts Receivable Manager

Financial Controller

Risk Manager

Commercial Director

Legal Counsel

Compliance Officer

Operations Manager

Business Development Manager

Portfolio Manager

Credit Analyst

Collections Manager

Industries
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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