Introduction to Kountable’s Master Trade Services Agreement

Last updated June, 2020

Once your transaction has been approved by Kountable, we will send you the Kountable Master Trade Services Agreement along with multiple annexes (the “Trade Agreement”) to sign.  The Trade Agreement and its annexes are binding contracts that govern our transaction so it is important you understand how they work.  This document is only a summary provided for your convenience.  You still must read the Trade Agreement and all annexes prior to signing.

The Trade Agreement will govern the current transaction and any future projects

The Master Trade Services Agreement contains the legal terms and conditions that will govern each transaction.  If your first transaction is successful, you may make additional requests for Kountable to fund your next project.  If Kountable agrees to fund another project, you will not need to sign the Trade Agreement again but you will need to sign a new package of annexes specific to the new project.

The annexes provide the transaction details, payment terms and Kountable’s security rights

A) Client Contract:  The contract with your customer.

B) Form of Purchase Request:  Your request to Kountable to purchase the products and provide any shipping, logistics, insurance or related services.  This document will state the applicable Incoterms as well as when title to the products passes from Kountable to you.  Schedule 1 is the form of the Bill of Sale Kountable will provide you confirming the products have been delivered to you in accordance with the Purchase Request.

C) Payments:  The estimated total costs of the products and services Kountable will charge you. 

D) Form of Promissory Note:  This document confirms your obligation to pay Kountable.

E) Form of Assignment Agreement (Payment Rights):  This document confirms you are giving Kountable the right to receive payment directly from your customer. 

F) Form of Notice – Payment Rights/Security Agreement Assignment: The notice to your customer that Kountable is entitled to receive customer payment for the products.

G) Form of Irrevocable Domiciliation of Payments:  An agreement with your bank that Kountable has the right to receive payment for the products.

H) Form of Debenture Agreement: This document provides Kountable a security interest in your business property and may be registered with the Office of the Registrar General.

Why Your Customer Payments Go to Kountable

Kountable’s security in the transaction consists of our having the right to collect the payment from your customer. In order for Kountable to establish that right, our documentation does a few simple things. First, you assign to Kountable the payment rights associated with your customer contract. Next, your customer acknowledges the assignment of these payment rights and agrees to make all payments directly to Kountable. We will send the document, to be signed by you and your customer, informing your customer to make payments to our account. We strongly suggest that before we send this document to your Customer that you discuss this with your Customer so they will know what to expect.

What if Your Customer Won’t Pay Kountable Directly?

We realize that many customers, especially government customers, are required to pay you directly. In cases where payment must go to your account, we have another solution. Kountable still needs to secure its right to the customer payments, but now it takes the cooperation of your customer and your bank. 

  • First, we need your customer to commit to only make payments into the bank account designated – no changes are allowed. 
  • Second, we need your bank to agree that, even though the Customer makes payments to your account, those payments belong to Kountable and you cannot move any money until Kountable is paid in full. 

This is all handled in a two-page document which will be signed by you, Kountable, your customer and your bank.

Once again, it is very important as early as possible to talk to your customer and your bank and prepare them to sign these documents. If they are not prepared, that can cause a delay in getting your project funded. 

Electronic Signatures

When Kountable sends documents to be signed by you, your bank and your Customer, we use a secure electronic signature system called DocuSign. Each party will receive an email prompting them to sign the documents by going to the DocuSign website. The email has very clear instructions. When all the signatures are completed each party receives a copy of the final documents.

Product Order and Funding

When all of the documents have been signed, Kountable will order the products for delivery to you.