CHARTERTRADES
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Clause · MTR-CL-04
Version · 2026.01
Effective · 2026-01-01
Status · Binding

Clause MTR-CL-04

The Net-15 Guarantee.

The full operative text. Plain English. Read it as the contract it is.

Recitals

  1. (A)Subcontractors party to Qualifying Subcontracts bear the cost of float between Approval Time and receipt of funds.
  2. (B)CharterTrades operates the platform through which Qualifying Subcontracts are sourced and approved.
  3. (C)CharterTrades wishes to provide the Subcontractor a binding remedy against delayed payment of Approved Pay Applications, subject to the terms below.

§ 1 · Definitions

Capitalised terms used in this Clause have the meanings set out below.

Approved Pay Application
A pay application formally approved (in whole or in part) by a Counterparty via the CharterTrades platform's approval workflow, generating a system-recorded timestamp.
Approval Time
The platform-recorded timestamp at which the Approved Pay Application is marked approved. The Approval Time is the sole starting point of the Guarantee Window.
Counterparty
A general contractor (or analogous prime) holding an active subcontract with the Subcontractor in respect of work sourced through CharterTrades.
Guarantee Window
The period of fifteen (15) calendar days commencing at the Approval Time.
CharterTrades
CharterTrades Bidding, Inc., a Delaware corporation, operator of the CharterTrades platform.
Qualifying Subcontract
A subcontract that (i) was sourced through CharterTrades and (ii) incorporates Clause MTR-CL-04 by reference or annexure.
Subcontractor
The specialty subcontractor party to a Qualifying Subcontract.

§ 2 · The Undertaking

2.1CharterTrades undertakes that, for any Approved Pay Application under a Qualifying Subcontract, the Subcontractor shall receive funds in cleared currency within the Guarantee Window.

2.2If funds are not received by the Subcontractor on or before the expiry of the Guarantee Window, CharterTrades shall, on the next business day, advance to the Subcontractor an amount equal to the approved portion of the Approved Pay Application by ACH or wire transfer.

2.3For the avoidance of doubt, the obligation in § 2.2 is direct: it does not require application, underwriting, assignment of receivables, or discount of the invoice.

§ 3 · Exclusions

3.1The Undertaking in § 2 shall not apply to the extent that:

  1. (a)the Counterparty has, before the expiry of the Guarantee Window, issued a written, line-item dispute of the Approved Pay Application via the platform; in which case the Guarantee Window shall be tolled until the dispute is resolved through the platform's review process;
  2. (b)the Subcontractor has agreed, in a non-standard subcontract, to pay-when-paid or pay-if-paid language; provided that CharterTrades shall flag such language before signature where it is known to CharterTrades;
  3. (c)the amount in question is retention, which shall be governed by the contract schedule and applicable statutory holdback;
  4. (d)the Approved Pay Application is later determined to have been fraudulent or a duplicate, in which case the advance (if made) shall be repayable on demand.

§ 4 · Remedy & Recourse

4.1The Subcontractor's sole remedy under this Clause is the advance described in § 2.2. The Subcontractor is not required to take any action to claim the advance; the obligation is triggered automatically by the platform.

4.2CharterTrades shall pursue recovery from the Counterparty under its own name. The Subcontractor is not a party to that recovery and is not required to support it, save as to provide reasonable evidence of the underlying work if requested.

§ 5 · Operative Rules

5.1Currency. Advances shall be made in the currency of the Qualifying Subcontract (USD or CAD).

5.2No factoring. Nothing in this Clause constitutes factoring, discounting, or an assignment of receivables. The Subcontractor is paid in full.

5.3Reserve. CharterTrades shall maintain at all times a dedicated reserve sized to a rolling twelve (12) weeks of platform-wide Approved Pay-Application volume, audited not less than quarterly.

5.4Modification. Modifications to this Clause shall be published at this URL with a version increment and effective date. Existing Qualifying Subcontracts shall be governed by the version in force at the date of subcontract execution.

Execution

D. Tørgesen
Dagny Tørgesen
Chief Executive, CharterTrades
R. Almeida
Rui Almeida
General Counsel, CharterTrades

Counterpart signature pages are annexed to each Qualifying Subcontract. The Subcontractor's countersignature occurs by execution of the subcontract incorporating this Clause.

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