AGREED TERMS

1. Interpretation - The following definitions and rules of interpretation apply in this agreement.

   1. Definitions:

      1. "Business Day" - a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

      2. "Commencement Date" - the date of this agreement.

      3. "Finder’s Fee" - Fully paid via payment link

      4. "Full Property Details" - full details of the Property usually given via PDF and particulars of the Agent or Landlord instructed on the property

      5. "Packaged Deal" - the Property along with the Full Property Details

      6. "Property" - Description of Property

   2. Headings. Clause headings shall not affect the interpretation of this agreement.

   3. Successors and assigns. This agreement shall be binding on, and endure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

   4. Legislative references. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

   5. Legislative references and subordinate legislation. A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time.

   6. Writing. A reference to writing or written includes e-mail but not fax.

   7. "Including". Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

   8. Clauses. References to clauses are to the clauses of this agreement. 

2. Obligations of the Sourcer

   1. The Packaged Deal. No later than 3 working days after the Commencement Date, the Sourcer shall provide the Investor with the Full Property Details.

   2. Duties of the Sourcer. The Sourcer shall at all material times act in good faith towards the Investor but shall not be held liable for inaccurate or incorrect information.

   3. Status of the Sourcer. The Investor agrees and acknowledges that the Sourcer is solely an introducer of deals and not an agent for the Investor or for the vendor of the Property. 

3. Obligations of the Investor

   1. Good faith. The Investor must at all material times act in good faith towards the Sourcer.

   2. Due Diligence.

      1. The Investor shall undertake all required due diligence in relation to the Property and its suitability.

      2. The Investor warrants and represents that it has assessed its own financial status and is able to obtain the required funding to acquire the Property (including but not limited to the purchase, rent or option of the Property) and pay all associated fees, including but not limited to those due under this agreement.

   3. Provision of information. The Investor shall:

      1. provide the Sourcer at all material times with the information and documentation the Sourcer reasonably requests;

      2. comply with all client due diligence requests from the Sourcer and any approved third parties.

4. Finder’s Fee

   1. Entitlement to Finder’s Fee. In consideration for introducing the Investor to the Packaged Deal, the Investor shall pay the Sourcer the Finder’s Fee in accordance with this clause 4.

   2. Taxes. All amounts payable by the Investor exclude amounts in respect of value added tax (VAT), which the Investor shall additionally be liable to pay to the Sourcer at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

   3. Due date for Finder’s Fee. The Investor shall pay the Finder’s Fee to the Sourcer, on the Commencement Date, to a bank account nominated in writing by the Sourcer.

   4. Cooling Off Period. Provided that the Investor has not taken any steps to acquire the Property (including but not limited to the purchase, rent or option of the Property), the Investor may, within 14 days of the Commencement Date, request a refund of the Finder’s Fee.

   5. Exercise of Cooling Off Period. Where the Investor exercises its right to a refund pursuant to clause 4.4, the Investor must not:

      1. proceed to acquire the Property (including but not limited to the purchase, rent or option of the Property) either itself nor through any other party;

      2. refer on the Packaged Deal to any third party;

      3. contact the agent, property owner or any other party in relation to the Packaged Deal;

      4. disclose the Packaged Deal to any third party.

   6. Breach of Cooling Off Period provisions. Where the Investor has exercised its right to a refund pursuant to clause 4.4 but has engaged in any of the activities in clause 4.5, the Investor shall no longer be entitled to a refund if it has not yet been processed and paid, and if the refund has already been paid to the Investor, the Investor shall repay the refund to the Sourcer in full within 5 business days of the request to do so. Failure to repay the refund may result in court proceedings and would require the Investor to pay the Sourcer’s legal costs.

5. Confidentiality

   1. Obligations of confidentiality. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 5.2.

   2. Confidentiality exceptions. Each party may disclose the other party's confidential information:

      1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 5; and

      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

   3. Limited use of confidential information. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

   4. Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Sourcer from the Investor shall be returned promptly to the Investor on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.

6. Compliance

   1. Compliance. Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

   2. Anti-money laundering. The Investor shall promptly make available to the Sourcer any information requested in connection with the Money Laundering Regulations 2017 and any other ‘Know Your Customer’ information.

7. Anti-bribery

   1. Anti-bribery compliance by the Sourcer:

      1. Compliance with Bribery Act 2010.  The Sourcer shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption (Relevant Requirements), including but not limited to the Bribery Act 2010 (BA 2010);

   2. Ensuring compliance from associated persons. The Sourcer shall ensure that any person associated with the Sourcer who is performing services in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Sourcer in this clause 7 (Relevant Terms). The Sourcer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Investor for any breach by such persons of any of the Relevant Terms.

   3. Definitions. For the purpose of this clause 7, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 7, a person associated with the Sourcer includes  any agent, delegate or subcontractor of the Sourcer.

8. Limitation of liability

   1. Unlimited liability. Nothing in this agreement shall limit or exclude the liability of either party for any matter in respect of which it would be unlawful to exclude or restrict liability.

   2. Limitations of liability. Subject to clause 8.1 above:

      1. Loss of profit, revenue, goodwill, or anticipated savings. Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, sales, revenue, or business; loss of anticipated savings; loss of or damage to goodwill; loss of agreements or contracts; loss of use or corruption of software, data or information; any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or any loss that is an indirect or secondary consequence of any act or omission of the party in question.

      2. Total cap. The total liability of either party to the other in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Finder’s Fee.

   3. No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

   4. No liability for claims not notified within two months. Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred and shall expire two months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9. Termination

   1. Termination on notice. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

      1. the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

      2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts.

      3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

      4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or

      5. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

   2. Termination for breach of compliance obligations. The Investor may terminate this agreement on notice with immediate effect if the Sourcer is in material breach of its compliance obligations in clause 6 and clause 7.

10. Consequences of termination

    1. Clauses to remain in force on termination. On termination of this agreement, the following clauses shall continue in force: clause 1, clause 3, clause 4, clause 5 and clause 10 to clause 20 (inclusive).

    2. Accrued rights. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

11. No partnership or agency

    1. No partnership or agency between the parties. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

    2. No agency on behalf of third party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

12. Entire agreement

    1. Entire agreement. This agreement constitutes the entire agreement between the parties and each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement..

    2. Fraud. Nothing in this clause shall limit or exclude any liability for fraud.

13. Assignment and other dealings

This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

14. Third party rights

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

15. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

 16. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

THIS AGREEMENT has been entered into on the date the terms of service were accepted.