Merchant Broker Fee Agreement
Royal Funding Group finds factors (“factors”) wishing to purchase future account receivables (“receivables”) from merchants accepting credit card payments for their goods and services. Royal Funding Group also finds and identifies merchants wishing to sell receivables from these merchants based on information supplied by merchants (“information”).
Merchant represents and warrants that it has submitted accurate and truthful information to Royal Funding Group upon which Royal Funding Group has reasonably and justifiably relied. Based upon the information, Royal Funding Group has identified a factor who, in reasonable and justifiable reliance upon such information, has offered to purchase the merchant’s receivables. Merchant has accepted such an offer and the terms of the transaction are governed by a separate agreement (“Factoring Agreement”).
In consideration for Royal Funding Group’s successful and exclusive efforts in finding and identifying a factor offering to purchase merchant’s receivables (“services”), Merchant shall pay Royal Funding Group the fee (“Fee”) listed above. Royal Funding Group may also accept other remuneration from factor for its services. Payment of the fees, as well as all costs for credit card processing and equipment which merchant may order above, shall be made by ACH or check debits described herein.
Merchant hereby authorizes Royal Funding Group, a third-party processor, to initiate debit entries into merchant’s bank account for the amount and on the date listed above.
If merchant defaults on payment of the fee, merchant authorizes Royal Funding Group to make all collection efforts required in its sole discretion, including the use of collection agencies and the reporting of default of payments to credit reporting agencies. Merchant shall also pay late fees, collection costs and legal fees resulting from such defaults.
Merchant has not and will not attempt to circumvent Royal Funding Group to directly enter into any current or future transaction with any factor found or identified by Royal Funding Group in the course of its services to avoid payment of fees to Royal Funding Group. Any additional transaction or sale of receivables by merchant to factors found or identified by Royal Funding Group shall require an additional fee.
Royal Funding Group is not a Factor, Lender, Investor, Bank, or Credit Card processor. Royal Funding Group has not offered any funds, loans, or advances to merchant. The services have not established a fiduciary or agency relationship between Royal Funding Group and merchant or factor, and merchant waives all rights arising from any such fiduciary or agency relationship and holds Royal Funding Group harmless from any alleged breach of fiduciary or agency duties.
Royal Funding Group has not made, and merchant has not reasonably or justifiably relied upon, any representation, promise, warranty, or inducement other than those expressly contained herein.
In consideration for the sum of Ten ($10.00) dollars and other good and valid consideration, receipt of which is acknowledged by merchant, merchant hereby releases and holds harmless Royal Funding Group and its officers, agents, employees, heirs, and assigns from any claim arising out of this agreement or the factoring agreement. Under no circumstances will Royal Funding Group be liable to merchant for any sum greater than the fee paid by merchant to Royal Funding Group. Merchant also warrants and represents that it will hold Royal Funding Group harmless and defend and indemnify Royal Funding Group for any claims brought or threatened alleging that the information furnished by merchant was false, inaccurate, or misleading.
Royal Funding Group and merchant shall hold this agreement, the factoring agreement, and the information confidential and not disclose same for any purpose other than the purpose set forth herein.
If merchant is a legal entity, merchant represents that the transaction contemplated herein, and the execution and delivery of this agreement and the factoring agreement, have been duly authorized by all necessary partnership, corporate, or trust proceedings and actions, including, without limitation, action by its directors, if the party is a corporation.
In the event that any provision of this agreement is unenforceable, the remaining provisions of this agreement shall be enforced to the maximum extent permitted by law consistent with the fundamental intent of the parties. Royal Funding Group’s waiver of a breach or default of any provision herein shall not constitute a waiver of any succeeding breach of the same or other provisions; nor shall Royal Funding Group’s delay or omission to exercise any right, power, or privilege it has or may have operate as a waiver of any breach or default by merchant.
Merchant has had the opportunity to seek independent legal counsel in connection with this agreement and the factoring agreement, and represents it has done so or has voluntarily declined to do so, and has entered this agreement and the factoring agreement free of coercion, duress, or fraud.
This agreement shall be governed in accordance with the laws of the State of New York. Any dispute arising out of this agreement shall be subject to the courts of general jurisdiction of New York. Should Royal Funding Group prevail in any suit commenced to enforce Royal Funding Group’s rights under this agreement, merchant shall pay Royal Funding Group’s expenses incurred in connection with the action, including reasonable attorney’s fees.
This agreement shall be construed as mutually drafted and any negative construction against Royal Funding Group is waived. This agreement may be signed in counterpart and a duplicate faxed copy shall be considered a valid original. This agreement constitutes the entire agreement between the parties, whether written or oral, relating to the same subject matter. No modification of this agreement shall be effective unless in writing signed by both parties.
In the event of an incremental funding, I acknowledge that I can be charged this Fee for every increment funded.
I acknowledge that I may be charged the above Fee for any future fundings made by Royal Funding Group or any of its partners.
I acknowledge that I am subject to a $25 reject fee if items are returned for insufficient funds.
By signing, the individual(s) represents that (s)he is an owner or senior officer of the merchant, that (s)he will benefit from the services provided to the merchant, and that (s)he consents to the terms of this agreement. In order to induce Royal Funding Group to provide the services and enter into this agreement, each Guarantor hereby personally guarantees merchant’s full performance under this agreement, and any amendment or extension thereof, including all fees, costs, charge-back liabilities, and indemnity obligations whenever so incurred by merchant. If there is more than one guarantor, each such guarantor shall be jointly and severally liable. Royal Funding Group may proceed against any Guarantor with or without joining or first proceeding against the merchant entity or any other persons. Each Guarantor waives every kind of notice to which the undersigned might be entitled and agrees that the undersigned’s liability shall not be affected by any act or omission of Royal Funding Group, or indulgence granted by Royal Funding Group, respecting merchant. The undersigned individual(s) further unconditionally authorizes Royal Funding Group, or its agents, to investigate the information and references contained herein, and to obtain additional information about the guarantors from credit bureaus and other lawful sources (including persons and companies named in this application), including obtaining reports from consumer reporting agencies on such individual(s). If an undersigned individual asks Royal Funding Group whether or not a consumer report was requested, Royal Funding Group will tell such person and, if Royal Funding Group received a report, Royal Funding Group will give such person the name and address of the agency that furnished same.
Royal Funding Group | This document is a formatted reproduction of the merchant ACH authorization & terms agreement for review purposes.