TERMS AND CONDITIONS FOR BUYERS ("Terms")
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation apply in these Terms:
Connected Person: means any person connected (within the meaning of sections 1122 to 1124 inclusive of the Corporation Tax Act 2010) with Client or any Group Undertaking;
Business Day: a day other than Saturday, Sunday or public holiday in England when banks in London are open for business;
Client: any person who has confirmed to LLP in writing (including by email) that it is a purchasing entity and agrees to comply with these Terms;
Fee: a fee payable by Client to LLP pursuant to paragraph 2.2;
Group Undertaking: any direct or indirect parent undertaking of Client and any direct or indirect subsidiary undertaking of any such parent undertaking;
Services: the communication and introduction of details (including the address) of one or more Properties by LLP to Client;
parent undertaking: has the meaning given to it in the Companies Act 2006 as modified, re-stated, re-enacted;
parties: Client and LLP, each a party;
Properties: properties in relation to which LLP has identified to Client as opportunities to acquire, each a Property;
subsidiary undertaking: has the meaning given to it in the Companies Act 2006 as modified, re-stated, re-enacted;
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4 A reference to a party shall include that party's personal representatives, successors and permitted assigns.
1.5. A reference to a paragraph means a paragraph of these Terms.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
2. SERVICES AND FEE
2.1 LLP may provide the Services to Client from time to time.
2.2 In consideration of the Services, Client agrees to pay to LLP a fee of 1.5% plus VAT of either (i) the purchase price (net of VAT) of any Property or (ii) an amount equal to the purchase price of any corporate body which owns any Property plus all debt of such corporate body at the time of exchange of contracts for its acquisition, in respect of which (a) Client, (b) a Group Undertaking, (c) a Connected Person or (d) any person who has received information in relation to such Property as a direct or indirect result of any breach by Client of paragraph 6.1, has proceeded to exchange of contracts for its acquisition.
2.3 Each Fee shall be payable by the Client on the earlier of (a) the date of completion of the relevant acquisition and (b) two calendar months following exchange of contracts for the relevant acquisition. Any individual who has agreed to these Terms for and on behalf of Client accepts and agrees that he or she shall be jointly and severally liable for payment of each Fee.
3.1 Save for any loss which by law cannot be excluded or limited, under no circumstances shall LLP be liable for:
3.1.1 any costs, damages, claims or losses sustained or incurred by Client arising directly or indirectly from the direct or indirect acquisition of a Property; or
3.1.2 any actual or alleged indirect loss or consequential loss howsoever arising suffered by , including, but not limited to, loss of profits, anticipated profits, savings, business or opportunity, loss of publicity, reputation, goodwill or opportunity to enhance reputation or any other sort of economic loss.
3.1.1 All information provided by LLP in respect of the Properties is given for guidance purposes only and may not be relied upon by Client. LLP makes no representation or warranty as to the accuracy or completeness of such information or the suitability, price, value or condition of or the rights or restrictions attached to any Property.
4.1 Client may terminate the provision of the Services hereunder by notice in writing to LLP and no Fee shall be payable by the Client in respect of any Property the details of which are provided to Client on and/or following the date of receipt of such notice by LLP.
5.1 If Client fails to make any payment due to LLP under these Terms by the due date for payment, then Client may suspend all Services until payment has been made in full and Client shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Client shall pay the interest together with the overdue amount.
5.2 All amounts due to LLP under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding other than any deduction or withholding of tax as required by law or other than expressly set out in these Terms.
6.1. Client agrees to keep confidential all information supplied by LLP to Client in connection with any Properties and the provision of the Services and shall disclose such information only to its directors, officers, employees, agents and professional advisers in each case only to the extent necessary in connection with the acquisition of any Properties by Client.
6.2 Paragraph 6.1 shall not apply to the disclosure of any information required by law or a court of competent jurisdiction or any governmental or regulatory authority to be disclosed or to any information generally available to the public otherwise than as a result of a breach of paragraph 6.1 or as agreed between the parties in writing.
6.3 Client shall indemnify and keep indemnified on demand LLP against all liabilities, losses, claims, costs, expenses and fees incurred by LLP as a result of any breach by Client of paragraph 6.1.
7.1 Any notice or other communication given to a party under or in connection with these Terms shall be in writing and shall be (i) delivered by hand or by pre-paid first-class post or other next business day delivery service to (in the case of LLP) 91 Wimpole Street, W1G 0EF or such other address of a party as that party may notify to the other or (ii) sent by email to (in the case of LLP) email@example.com or such other address of a party as that party may notify to the other in accordance with this paragraph 7.1.
7.2 Any notice or other communication shall be deemed to have been duly received (i) if delivered by hand, on signature of a delivery receipt, (ii) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service or (iii) if sent by or email, on confirmation of an entire and successful transmission to the then current email address of the relevant party.
7.3 This paragraph 7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
8. ASSIGNMENT AND OTHER DEALINGS PROHIBITED
Client shall not assign, transfer, mortgage, charge, subcontract, appoint sub-agents or delegates, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without the prior written consent of LLP.
9. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, promises, assurances, warranties, representations and understandings between the parties whether written or oral relating to the subject matter of these Terms. The parties each acknowledge that in entering into these Terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
No variation of these Terms shall be effective unless it is in writing and agreed between the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12. RIGHTS AND REMEDIES
The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
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 these Terms or its subject matter or formation (including non-contractual disputes or claims).
14.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of these Terms.
14.2 If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15. THIRD PARTY RIGHTS
15.1 LLP's successors and assigns shall have the right to enforce any of these Terms.
15.2 Subject to paragraph 15.1, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
15.3 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms are not subject to the consent of any other person.
16. GOVERNING LAW
These Terms 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.