Forward Flow Agreement for Ireland

Forward Flow Agreement Template for Ireland

An Irish law-governed Forward Flow Agreement is a sophisticated financial contract that establishes a framework for the recurring sale and purchase of receivables portfolios. The agreement complies with Irish financial services regulations, consumer protection laws, and data protection requirements, including GDPR. It outlines the terms and conditions for regular transfers of debt portfolios, pricing mechanisms, eligibility criteria, and ongoing operational requirements. The document incorporates specific Irish regulatory considerations, particularly those governed by the Central Bank of Ireland and Irish consumer protection legislation.

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What is a Forward Flow Agreement?

Forward Flow Agreements are essential instruments in the Irish financial services sector, used to establish a structured framework for the regular sale and purchase of receivables portfolios. These agreements are particularly relevant when financial institutions wish to maintain an ongoing program of debt sales, rather than conducting one-off transactions. The document addresses key requirements under Irish law, including compliance with the Consumer Credit Act 1995, Credit Servicing Firms Act 2018, and GDPR. It typically includes detailed provisions for portfolio selection, pricing mechanisms, transfer procedures, and regulatory compliance. Forward Flow Agreements are commonly used in various contexts, from consumer debt to commercial receivables, and must incorporate specific Irish regulatory requirements, particularly those overseen by the Central Bank of Ireland.

What sections should be included in a Forward Flow Agreement?

1. Parties: Identification of the seller and purchaser, including registered addresses and company details

2. Background: Context of the agreement, nature of the debt portfolios, and general commercial intent

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. Sale and Purchase Structure: Framework for the forward flow arrangement, including frequency of sales and minimum portfolio requirements

5. Eligibility Criteria: Specific criteria that receivables must meet to be included in each portfolio

6. Price and Payment Terms: Pricing mechanism, payment procedures, and timing of payments

7. Transfer Process: Detailed procedures for the transfer of receivables, including documentation requirements

8. Representations and Warranties: Standard and specific warranties regarding the receivables and parties' capacity

9. Regulatory Compliance: Obligations regarding regulatory requirements, including consumer protection and data protection

10. Servicing Arrangements: Provisions regarding the servicing of the receivables post-transfer

11. Information and Reporting: Requirements for ongoing information sharing and reporting between parties

12. Termination: Circumstances and procedures for termination of the agreement

13. Confidentiality: Provisions regarding confidential information and its protection

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

What sections are optional to include in a Forward Flow Agreement?

1. Put-Back Rights: Optional section for circumstances where receivables can be returned to the seller, used when specific quality guarantees are required

2. Interim Servicing: Used when the seller continues to service the receivables for a transition period

3. Performance Guarantees: Optional section for specific performance guarantees on the receivables, used in more complex arrangements

4. Security Arrangements: Used when additional security or collateral is required for the transaction

5. Third Party Rights: Required when third parties have specific rights under the agreement, such as servicing agents

6. Data Migration: Detailed procedures for data transfer, used when complex IT systems are involved

7. Competition Compliance: Required when the transaction size triggers competition law considerations

What schedules should be included in a Forward Flow Agreement?

1. Schedule 1 - Eligibility Criteria: Detailed list of criteria for receivables to be included in each portfolio

2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating the purchase price of each portfolio

3. Schedule 3 - Form of Transfer Notice: Template for the formal notice of transfer for each portfolio

4. Schedule 4 - Due Diligence Requirements: Specific requirements for due diligence process on each portfolio

5. Schedule 5 - Data Fields: Required data fields and format for portfolio information

6. Schedule 6 - Service Levels: Detailed service level requirements for ongoing operations

7. Schedule 7 - Required Documents: List of documents required for each portfolio transfer

8. Appendix A - Form of Portfolio Report: Template for regular portfolio performance reporting

9. Appendix B - Compliance Requirements: Detailed regulatory and compliance requirements

10. Appendix C - Data Protection Requirements: Specific GDPR and data protection compliance requirements

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

Ireland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Debt Collection

Credit Management

Consumer Finance

Commercial Lending

Asset Management

Mortgage Services

Credit Card Services

Alternative Lending

Relevant Teams

Legal

Finance

Risk Management

Compliance

Operations

Credit Risk

Portfolio Management

Treasury

Data Protection

Internal Audit

Commercial

Collections

Relevant Roles

Chief Financial Officer

Head of Collections

Legal Counsel

Compliance Manager

Risk Manager

Portfolio Manager

Credit Risk Officer

Debt Purchase Manager

Operations Director

Data Protection Officer

Commercial Director

Treasury Manager

Financial Controller

Head of Credit

Portfolio Analyst

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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