Forward Flow Agreement for New Zealand

Forward Flow Agreement Template for New Zealand

A Forward Flow Agreement under New Zealand law establishes a structured framework for the recurring sale and purchase of receivables or debt portfolios. The agreement governs the ongoing relationship between the seller and purchaser, setting out the terms, conditions, and processes for regular transfers of qualifying receivables. It includes comprehensive provisions for pricing mechanics, eligibility criteria, regulatory compliance (including New Zealand's Credit Contracts and Consumer Finance Act 2003 and Privacy Act 2020), operational procedures, and risk allocation between parties. The document ensures consistent handling of multiple portfolio transfers while maintaining compliance with New Zealand's financial services and consumer protection regulations.

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What is a Forward Flow Agreement?

Forward Flow Agreements are essential contractual arrangements in the New Zealand financial services sector, used when a financial institution plans to sell qualifying receivables or debt portfolios to a purchaser on a regular, ongoing basis. This document type is particularly relevant when institutions want to maintain a structured approach to debt sales, ensuring consistent terms and efficient processes for multiple transfers over time. The Forward Flow Agreement includes crucial elements such as eligibility criteria for receivables, pricing mechanisms, transfer procedures, and compliance requirements under New Zealand law, including adherence to the Credit Contracts and Consumer Finance Act 2003, Privacy Act 2020, and Anti-Money Laundering regulations. It's commonly used by banks, financial institutions, and debt purchasers who engage in regular debt trading activities, providing certainty and operational efficiency for all parties involved.

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, business relationship, and purpose of the forward flow arrangement

3. Definitions and Interpretation: Defined terms, interpretation rules, and construction of the agreement

4. Sale and Purchase: Core terms of the forward flow arrangement, including sale commitment and purchase obligations

5. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for sale under the agreement

6. Purchase Price and Payment: Pricing mechanism, payment terms, and calculation methods

7. Transfer Process: Procedures for regular transfers, including timing, notification, and documentation requirements

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

9. Ongoing Obligations: Continuing duties of both parties throughout the agreement term

10. Regulatory Compliance: Compliance requirements including AML/CFT, privacy, and consumer protection obligations

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Indemnities: Indemnification obligations of both parties

13. Confidentiality: Protection and handling of confidential information

14. Dispute Resolution: Process for handling disputes between parties

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

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

1. Service Level Requirements: Specific performance metrics and service levels, used when operational requirements need detailed specification

2. Data Protection: Enhanced privacy and data protection provisions, recommended when dealing with sensitive personal information

3. Transition Services: Provisions for transition support, used when seller needs to provide additional services post-sale

4. Put-Back Rights: Rights to return non-compliant receivables, included when stronger purchaser protections are needed

5. Third Party Rights: Rights of third parties under the agreement, relevant when third party servicers are involved

6. Parent Company Guarantee: Additional security provisions, used when parent company support is required

7. Competition and Marketing: Restrictions on competitive activities, relevant for exclusive arrangements

What schedules should be included in a Forward Flow Agreement?

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

2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating purchase price including any adjustments

3. Schedule 3 - Transfer Procedures: Step-by-step process for regular transfers including timelines and requirements

4. Schedule 4 - Data Fields: Required data fields and format for receivables information

5. Schedule 5 - Form of Transfer Notice: Template for regular transfer notices

6. Schedule 6 - Operational Procedures: Detailed operational processes and requirements

7. Schedule 7 - Service Levels: Detailed service level requirements and measurements

8. Appendix A - Pro Forma Documents: Templates for standard documents used in the transfer process

9. Appendix B - System Specifications: Technical requirements for data transfer and systems interface

10. Appendix C - Contact Details: Key contact information for both parties

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

New Zealand

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Debt Collection

Credit Management

Consumer Finance

Commercial Finance

Alternative Lending

Fintech

Relevant Teams

Legal

Finance

Risk Management

Compliance

Operations

Treasury

Credit Management

Collections

Portfolio Management

Commercial

Data Analytics

Relevant Roles

Chief Financial Officer

Head of Debt Sales

Portfolio Manager

Legal Counsel

Compliance Officer

Credit Risk Manager

Operations Director

Collections Manager

Finance Director

Commercial Director

Risk Officer

Debt Purchase Manager

Portfolio Analyst

Treasury Manager

Transaction 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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