Financing terms
Last updated: October 30, 2024
THESE FINANCING TERMS AND CONDITIONS (these “Financing Terms”) set out the principal terms of the relationship between Omim Technology Limited (registered in England and Wales under number 14546072), whose registered office is at 483 Green Lanes, London, N13 4BS, United Kingdom (“Mimo”) as Lender and you, the customer of Mimo, as Borrower (you and Mimo are each referred to as a “Party” and collectively the “Parties”) and as more particularly described in the individual financing terms (the “Individual Financing Terms”) communicated to you via the Mimo Platform or by other means (as defined in the Terms (as defined below)) and accepted by you by clicking on the acceptance link, the button marked “ACCEPT” at the bottom of the page of the Individual Financing Terms or something similar (the date of your acceptance is referred to as the “Effective Date”). These Financing Terms shall be deemed to be incorporated into and form part of the Individual Financing Terms and each of the other Finance Documents (as defined below) and shall be deemed to be accepted by you by clicking on the acceptance link, the button marked “ACCEPT” at the bottom of the page of the Individual Financing Terms or something similar.
The Facility
The Facility and its purpose: Subject to the terms of these Financing Terms and the Individual Financing Terms, Mimo makes available to you a financing line (the “Facility”) in an aggregate amount equal to the Initial Commitment. The Facility is a means of funding your ongoing business and corporate expenses.
Designation of the Available Commitment.
With effect on and following the Effective Date, the Commitment shall be equal to the Initial Commitment.
You may, at any time, request an increase in the amount of the Initial Commitment. Any decision to increase the Initial Commitment is at the sole discretion of Mimo and if Mimo agrees to increase the Initial Commitment then Mimo shall notify you of the new amount of the applicable Initial Commitment.
Any amounts drawn from the Initial Commitment will effectively reduce the size of the Available Commitment that remains accessible to you to make further draws from.
Utilisation of the Facility
Requesting to use the Facility. You may request to use the Facility at any time via the Mimo Platform by accessing the following link https://app.mimohq.com/. Any request to use the Facility is irrevocable and can only be made if:
the Availability Period has not expired;
the amount requested by you is not more than the available Commitment; and
the Facility is not suspended or otherwise cancelled.
Using the Facility. If the conditions set out in these Financing Terms and the Individual Financing Terms have been met and no Default is continuing, Mimo shall make each amount requested by you available to you in your Mimo Account within two Business Days of your request.
Amendments to the Individual Financing Terms. Mimo has the right to amend the Individual Financing Terms presented to you at any time with 7 business days notice. You have the right to terminate the Facility if the amended Individual Financing Terms do not suit your business needs.
Repayment
Repayment. You shall repay the sum total of all draws from the Available Commitment paid out to you by Mimo on the Repayment Date, as presented in the Mimo Platform at point of requesting the use of the facility, relating to such amount plus any Facility Fee relating to such amount.
The Facility Fee applicable for the Facility is set out in the Individual Financing Terms and presented in the Mimo Platform at point of requesting the use of the facility.
The Facility Fee shall be repaid within 3 working days from the date the amount requested was made available to you in your Mimo Account.
On the Termination Date, you shall repay all amounts then owing to Mimo in respect of the Facility, these Financing Terms and the Individual Financing Terms.
Any payments made prior to the Repayment Date will increase the Available Commitment by the amount of the repayment.
Late repayment Failure to repay all outstanding draws and applicable Facility Fee on the Repayment Date will cause you to be considered delinquent on your obligation and shall incur the following penalties in terms of Days Past Due (DPD):
If a customer is DPD >1 business day, your Facility will be suspended until all amounts due are repaid in full in addition to incurring the following Late Payment Fee:
DPD 1-5 business days: GBP 100
DPD 6-10 business days: GBP 200
DPD 10-15 business days: GBP 200
Fees will be assessed cumulatively for example, if you are 9 DPD then your total Late Payment Fee will be GBP 300.
If you are > 15 DPD then you will be considered in Default of your obligation to Mimo and Mimo reserves the right to commence appropriate legal action against you. We also reserve the right to report your default status to applicable credit reporting bureaus. This may impact your ability to raise debt financing from other lenders in the future.
If you are designated as being in Default then interest shall accrue on the Default amount from the original Repayment Date up to the date of actual payment (both before and after judgement) at a rate which, is 20 percentage points per annum higher than the base interest rate of the Bank of England.
Any interest accruing under this clause (D) shall be immediately payable by you on demand by Mimo.
If you find yourself unable to repay your outstanding amount at any time, then please contact us immediately so that we can work with you to put an Alternative Repayment Plan in place and potentially avoid us from taking any action against you.
Fees will be assessed cumulatively for example, if you are 9 DPD then your total Late Payment Fee will be GBP 300.
If you are > 15 DPD then you will be considered in Default of your obligation to Mimo and Mimo reserves the right to commence appropriate legal action against you. We also reserve the right to report your default status to applicable credit reporting bureaus. This may impact your ability to raise debt financing from other lenders in the future.
If you are designated as being in Default then interest shall accrue on the Default amount from the original Repayment Date up to the date of actual payment (both before and after judgement) at a rate which, is 20 percentage points per annum higher than the base interest rate of the Bank of England.
Any interest accruing under this clause (D) shall be immediately payable by you on demand by Mimo.
If you find yourself unable to repay your outstanding amount at any time, then please contact us immediately so that we can work with you to put an Alternative Repayment Plan in place and potentially avoid us from taking any action against you.
Direct Debit Mandate: You shall ensure that, at all times, a Direct Debit Mandate executed by our partner GoCardless is executed by you in favour of Mimo in order to ensure that repayments of all amounts outlined above are repaid to Mimo on the Repayment Date relating to that amount.
Prepayment and Cancellation
Prepayment Event. If (i) Mimo is notified that a change in your ownership has occurred and Mimo (in its sole and absolute discretion) considers this to be detrimental to its interests as the provider of the Facility; (ii) Mimo informs you that, in any applicable jurisdiction, it is or has becomes unlawful for Mimo to perform any of its obligations as contemplated by these Financing Terms or the Finance Documents; or (iii) Mimo is informed that: (A) your Bank Account has ceased to be connected to the Mimo Platform via open banking; (B) your accounting platform have ceased to be connected to the Mimo Platform or (C) that you have cancelled your direct debit mandate in favour of Mimo then:
the Available Commitment will be immediately cancelled;
Mimo shall not be obliged to fund any amount under the Facility; and
all draws currently outstanding and unpaid under the facility, including any applicable Facility Fee, shall be immediately due and payable.
Voluntary cancellation and prepayment. The Customer may, if it gives Mimo not less than 20 Business Days’ (or such shorter period as Mimo may agree) prior notice:
cancel the whole or any part of the Available Commitment; or
prepay in full any amount made available to it under the Facility.
Payment of amounts. If the Facility is cancelled pursuant to paragraph (b) above, then you shall pay all amounts owed by it to Mimo on the date on which the Facility is deemed to be so cancelled.
Termination by Mimo. Mimo reserves the right to decrease or cancel the Available Commitment if i) Mimo, in its sole and absolute discretion, determines that there has been a material increase in the risk associated with your ability to repay the loan, where such determination may be based on, but is not limited to, your financial condition, market conditions, or any other factors that Mimo deems relevant; ii) the Facility have remained unused for a period of ninety (90) consecutive days. The decrease or cancellation shall take effect immediately, and Mimo shall notify you within five (5) business days of such changes. All draws currently outstanding and unpaid under the facility, including any applicable Facility Fee, shall be paid on the original due date, upon cancellation under this paragraph.
Notices of prepayment or cancellation. Any notice of prepayment or cancellation given by any Party under this Clause 4 shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in these Financing Terms, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
Interest and other amounts. Any prepayment under this Clause 4 shall be without premium or penalty.
No reinstatement of Commitments. No amount of the Commitments cancelled under these Financing Terms may be subsequently reinstated.
Representations
General. You make the representations and warranties set out in this Clause 5 to Mimo.
Status. You: (i) are a limited liability corporation, duly incorporated and validly existing under the laws of England and Wales; and (ii) have the power to own your assets and carry on your business as it is being conducted.
Binding obligations. The obligations expressed to be assumed by it in each Finance Document to which you are a party are legal, valid, binding and enforceable obligations.
Power and authority. You have the power to enter into, perform and deliver, and have taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which you are or will be a party and the transactions contemplated by those Finance Documents.
No misleading information. Any factual information provided by you to Mimo under or in connection with these Financing Terms was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated and is not misleading in any respect.
Times when representations made. All the representations and warranties in this Clause 5 are made by you on the Effective Date and are deemed to be made (by reference to the facts and circumstances then existing) by you on the date that any amount of the Facility is made available to you by Mimo.
Your general obligations
Term of obligations. The undertakings in this Clause 6 remain in force from the Effective Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
Connection to the Mimo Platform. You shall ensure at all times that:
the Bank Accounts is connected to the Mimo Platform,
its accounting platform are connected to the Mimo Platform, and
you have an active direct debit mandate in place in favour of Mimo
so that information may be shared by you with Mimo so as to enable Mimo to evaluate, at all times, the appropriateness of the Facility provided to you under these Terms and Conditions and the Individual Financing Terms.Information: miscellaneous. You shall supply to Mimo promptly on request, such information regarding you (including, but not limited to, bank account statements, tax returns, personal references with respect to any director of you or any shareholder or ultimate beneficial owner of you and business references with respect to you) as Mimo may reasonably request in order to enable Mimo to carry out credit and other security checks with respect to you as Mimo (in its sole and absolute discretion) considers necessary or desirable and, in this regards, you agree that such information may be provided to third party agencies for the purposes of carrying out such credit and other security checks.
Notification of default. You shall notify Mimo of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
Actions requiring the consent of Mimo. You must apply for Mimo’s consent:
if you intend to enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction;
prior to making any substantial change to the general nature of your business from that carried on by you at the Effective Date; and
if you intend to enter into arrangements that will have the effect of making any unsecured and unsubordinated claims of Mimo against you under the Finance Documents rank lower in preference that the claims of any of your other unsecured and unsubordinated creditors (except those creditors whose claims are mandatorily preferred by laws of general application to companies).
Actions that you must inform Mimo about. You must inform Mimo within 20 Business Days of you:
creating or permitting to subsist any Security over any of your assets;
becoming a creditor in respect of any indebtedness that:
is equal to or greater than the amount referred to in the Individual Financing Terms; or
would result in the aggregate amount of all indebtedness owed to you being equal to or greater than the amount referred to in the Individual Financing Terms;
incurring or allowing to remain outstanding any guarantee in respect of any obligation of any person:
that is equal to or greater than the amount referred to in the Individual Financing Terms; or
would result in the aggregate amount of all indebtedness guaranteed by you being equal to or greater than the amount referred to in the Individual Financing Terms; or
incurring or allowing to remain outstanding any indebtedness that:
is equal to or greater than the amount referred to in the Individual Financing Terms; or
would result in the aggregate amount of all indebtedness owed by you to persons other than Mimo being equal to or greater than the amount referred to in the Individual Financing Terms.
Events of Default
Each of the events or circumstances set out in paragraphs (a) to (j) of this Clause 8 is an Event of Default.Non-payment. You do not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:payment is made within 15 Business Days of the Repayment Date payment is made within 15 Business Days of the Repayment Date
payment is made within 15 Business Days of the Repayment Date
you have informed us of your inability to pay by the Repayment Date within 15 business days following the Repayment Date and we have agreed an Alternative Repayment Plan for you
Mimo in its sole discretion determines that no Event of Default has occurred and is continuing
Other obligations. (i) You do not comply with any provision of the Finance Documents (other than those referred to in paragraph (a) above (ii) No Event of Default under paragraph (i) above will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the earlier of: (A) Mimo giving notice to you; and (B) you becoming aware of the failure to comply.
Misrepresentation. Any representation or statement made or deemed to be made by you in the Finance Documents or any other document delivered by or on behalf of you under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.
Cross default. Any:
of your indebtedness exceeding GBP 10,000 is not paid when due nor within any originally applicable grace period; or
of your indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or
commitment for any of your indebtedness is cancelled or suspended by a creditor of you as a result of an event of default (however described); or
of your creditors becomes entitled to declare any indebtedness of you due and payable prior to its specified maturity as a result of an event of default (however described).
No Event of Default will occur under this paragraph (d) if the aggregate amount of indebtedness or commitment for indebtedness falling within sub-paragraphs (i) to (iv) above is less than GBP 10,000.
Insolvency.
You:are unable or admit inability to pay your debts as they fall due;are unable or admit inability to pay your debts as they fall due;are unable or admit inability to pay your debts as they fall due;are unable or admit inability to pay your debts as they fall due;
are unable or admit inability to pay your debts as they fall due;are deemed to, or are declared to, be unable to pay your debts under applicable law;are deemed to, or are declared to, be unable to pay your debts under applicable law;are deemed to, or are declared to, be unable to pay your debts under applicable law;
are deemed to, or are declared to, be unable to pay your debts under applicable law;suspend or threaten to suspend making payments on any of its debts; orsuspend or threaten to suspend making payments on any of its debts; or
suspend or threaten to suspend making payments on any of its debts; orby reason of actual or anticipated financial difficulties, commence negotiations with one or more of your creditors (excluding Mimo in its capacity as such) with a view to rescheduling any of your indebtedness.
by reason of actual or anticipated financial difficulties, commence negotiations with one or more of your creditors (excluding Mimo in its capacity as such) with a view to rescheduling any of your indebtedness.
The value of your assets is less than your liabilities (taking into account contingent and prospective liabilities).
A moratorium is declared in respect of any of your indebtedness. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
Insolvency proceedings.
Any corporate action, legal proceedings or other procedure or step is taken in relation to:
the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of you;
a composition, compromise, assignment or arrangement with any of your creditors;
the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of you or any of your assets; or
enforcement of any Security over any of your assets,
or any analogous procedure or step is taken in any jurisdiction.
Sub-paragraph (i) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.
Creditors’ process. Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any of your asset or assets having an aggregate value more than the amount referred to in the Individual Financing Terms.
Unlawfulness and invalidity.
It is or becomes unlawful for you to perform any of your obligations under the Finance Documents.
Any of your obligations under any Finance Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of Mimo under the Finance Documents.
Any Finance Document ceases to be in full force and effect.
Cessation of business. You suspend or cease to carry on (or threaten to suspend or cease to carry on) all or a material part of your business.
Repudiation and rescission of agreements. You rescind or purport to rescind or repudiate or purport to repudiate a Finance Document or evidence an intention to rescind or repudiate a Finance Document.
Acceleration. On and at any time after the occurrence of an Event of Default which is continuing Mimo may by notice to you:
cancel the Available Commitment at which time each such Available Commitment shall immediately be cancelled and the Facility shall immediately cease to be available;
declare that all or part of any amount made available to you under the Facility and all other amounts outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or
declare that all or part of any amount made available to you under the Facility be payable on demand, at which time they shall immediately become payable on demand by Mimo; and/or
exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.
Additional remedies available to Mimo. In addition (and without prejudice) to the rights of Mimo pursuant to paragraph (k) above, if, in respect of any amount made available to you under the Facility, you have not repaid (in full) such amount plus the costs of such amount on the Repayment Date relating to such amount, then:
Mimo may by notice to you request that you pay Mimo any Unpaid Sum due on the relevant Repayment Date not later than the date specified in that notice (which shall be within the range of one to 15 business days after the relevant Repayment Date) (such date being the “Extended Repayment Date”); and
if you have not paid such Unpaid Sum by the Extended Repayment Date, Mimo may exercise any or all of its rights, remedies, powers or discretions under the Finance Documents and at law in order to enforce the payment of such Unpaid Sum.
Notifications by Mimo. Mimo may make notifications to any statutory body in the United Kingdom or credit reference agency in respect to any Unpaid Sum.
Payment mechanics
Payments to Mimo. You shall ensure that, at all times, the Direct Debit Mandate is in full force and effect with respect to your Mimo Account to ensure timely payments of amounts owing to Mimo under the Finance Documents.
Distributions to you. Mimo may (with the consent of you or in accordance with clause 12.2 of the Terms) apply any amount received by it for you in or towards payment (on the date and in the currency and funds of receipt) of any amount due from you under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
Set-off by you prohibited. All payments to be made by you under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
Business Days. Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
Currency of account. Sterling is the currency of account and payment for any sum due from you under any Finance Document.
Entire Agreement
These Financing Terms and the Individual Financing Terms constitute the entire agreement between the Parties with respect to the transactions contemplated by these Financing Terms and the Individual Financing Terms and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.
Independent Legal Advice
Mimo does not hold itself responsible for providing advice or indicating the suitability of the products or services provided by Mimo (including, but not limited to, the Facility). The Customer should always obtain independent legal and other professional advice on the transactions contemplated by these Financing Terms, the Individual Financing Terms and the other Finance Documents to which it is a party. Mimo does not, and does not purport to, offer any advice to you or any other person party to a Finance Document as to the suitability of the Facility for you. You agreeing to the Individual Financing Terms by Mimo does not imply that Mimo considers that the Facility is appropriate to your circumstances. You have, and each other person party to each Finance Document (other than Mimo) has, been advised to take, and has been given full opportunity to take, independent legal advice on these Financing Terms, the Individual Financing Terms and each other Finance Document and the actual and potential consequences of the execution of the same by you and/or such other person (including these Financing Terms and the Individual Financing Terms).
THESE TERMS AND CONDITIONS take effect between the Parties as at the Effective Date.
Definitions and Interpretation
Definitions. In these Financing Terms:
“Agreement” means the customer terms and conditions between you and the relevant service provider of which these Financing Terms form section 2.
“Availability Period” has the meaning given to it in the Individual Financing Terms.
“Available Commitment” means Mimo’s Initial Commitment minus any amounts drawn under the Facility with the applicable Individual Financing terms
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London.
“Commitment” refers to:
as at the Effective Date, the Initial Commitment; or
the amount designated as such by Mimo pursuant to Clause 1(b)(ii),
to the extent not cancelled, reduced or transferred by it under these Financing Terms.
“Default” means an Event of Default or any event or circumstance specified in Clause 8 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
“Event of Default” means any event or circumstance specified as such in Clause 8 (Events of Default).
“Finance Document” means the Agreement (including the Terms and these Financing Terms), the Individual Financing Terms, the Direct Debit Mandate and any other document designated as a “Finance Document” by Mimo and you.
“Initial Commitment” means the amount identified as such in the Individual Financing Terms.
“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
“Termination Date” means the date identified as such in the Individual Financing Terms.
“Terms” refers to section 1 of the Agreement being the Mimo General Terms & Conditions governing overall use of the Mimo Platform which are between you and Mimo.
“Unpaid Sum” means any sum due and payable but unpaid by you under the Finance Documents.
Construction.
Unless a contrary indication appears, a reference in these Financing Terms to:
“Mimo”, “you”, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;
“assets” includes present and future properties, revenues and rights of every description;
a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
“guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
a provision of law is a reference to that provision as amended or re-enacted from time to time; and
a time of day is a reference to London time.
Clause and Schedule headings are for ease of reference only.
Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in these Financing Terms.
A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.
Third party rights.
A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Financing Terms or the Individual Financing Terms.
Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary these Financing Terms or the Individual Financing Terms at any time.