Terms & Conditions

A legal disclaimer

This document and the attached Terms for Sourcing of Properties (and this document prevails to the extent of any ambiguity or inconsistency between them).

Commencement Date

Data Protection Legislation

All applicable laws and regulations relating to the security, protection or privacy of Personal Data, as amended or re-enacted from time to time, including (to the extent applicable) the European General Data Protection Regulation, namely Regulation (EU) 2016/679 (GDPR).

Property

The land and Buildings that make up the (REFERENCE NO OF PROPERTY, PROPERTIES, PORTFOLIOS OR LAND) portfolios and more particular described at Appendix.

Initial Term

A period from the Commencement Date until legal Completion of the Property/Portfolio.

Services

The Services comprise:

Providing accurate marketing information on the Property – addresses, number of beds, current rents, tenure, registered proprietor
Passing on all offers and enquiries to Sellers
Assisting the Buyer to negotiate any offers presented to Sellers
Facilitating execution of heads of terms – for the avoidance of doubt, this includes assisting with access for the building surveys, completion of the Onboarding Matrix document, ensuring that EPCs, Electrical certificates and Gas certificates are valid and compliant
General intermediary services and attendance when required – (for the avoidance of doubt this includes acting as chaperone when the building inspections are being carried out)

Fee

(FEES AGREED ON OFFER) of the agreed sales price – Agreed sales price is £0.000.000

Fee Due Date

Within 7 business days of Legal and Successful Completion of the Property/Portfolio and successful handover of keys and deposits that are held under the Deposit Protection Scheme or any other deposit arrangement.

Abort Fee

DEFINITIONS AND INTERPRETATION
1.1 In this Agreement unless the context requires otherwise:
1.1.1 terms shall have the meanings given to them in this Agreement -;
1.1.2 references to business day mean any day other than a Saturday, Sunday or a public holiday in
England and Wales;
1.1.3 clause headings are for ease of reference only and have no other significance;
1.1.4 the words include, including and in particular do not limit the generality of any preceding words;
1.1.5 any reference to writing or written includes emails; and
1.1.6 unless otherwise stated, a reference to a particular legislation is a reference to that legislation as
amended, consolidated or re-enacted, and all subordinate legislation made under it from to time.

2. AGREEMENT TO PROVIDE THE SERVICES
2.1 The Buyer agrees to purchase the Services from the Supplier and the Supplier agrees to provide the Services
to the Buyer, in accordance with this Agreement.
2.2 The terms of this Agreement shall apply to the exclusion of any other terms or conditions contained in or referred
to in any other document, communication or correspondence from the Buyer, and any other terms and
conditions or implied by trade, custom or practice, course of dealing or otherwise.

3. OBLIGATIONS AND RESPONSIBILITIES
3.1 The Supplier shall:
3.1.1 introduce the Property to the Buyer that fall within a set of predetermined parameters that the Buyer
will provide.
3.1.2 perform the other Services in compliance with all applicable laws.
3.2 The Services do not include valuation advice, and any marketing materials produced by the Supplier and should
not be construed as or relied upon as a valuation.
3.3 The Supplier shall have no authority or capacity whatsoever to bind the Buyer in any way or incur any form of
liability on the Buyer’s behalf (including, but not limited to entering into contractual relationships) and shall not
hold itself out as having any authority or capacity to do so.
3.4 The Supplier shall not, without the express written agreement of the Buyer, have any authority or capacity to
enter into any form of negotiations (pre-contractual or otherwise) on the Buyer’s behalf.

4. RESPONSIBILITY OF FEES AND PAYMENT
4.1 The Fee remains the responsibility of the Buyer and shall become payable to the Supplier on the Fee Due Date.
4.2 The Supplier may submit its invoice for the Fee on or after the Fee Due Date.
4.3 Intermediary Services for the purposes of Property Acquisitions are V.A.T exempt.
4.4 The Buyer irrevocably authorises the Supplier to deduct (or instruct the Buyer's solicitors to deduct and pay to
the Supplier) the Fee from the completion funds relating to the sale.
4.5 The Buyer shall not be required to reimburse the Supplier for any costs incurred by the Supplier in its
performance of its obligations under this Agreement unless the Parties agree otherwise in writing.

5. VIEWINGS
5.1 The Supplier will accompany all viewings of the Property as part of the Services

6. OFFERS
6.1 The Buyer will provide their offer with the list of conditions (if applicable) to the Supplier.
6.2 The Supplier will promptly notify the Seller of the offer.
6.3 The Supplier will use all reasonable endeavours to ensure that the Buyer receives a response to the offer within
one business week of the offer being communicated to the Seller.
6.4 The Supplier shall notify the Buyer of any offer made by it which has been rejected by the Seller.
6.5 Once the Buyer’s offer has been accepted by the Seller the Supplier shall:
6.5.1 promptly notify the Buyer of its acceptance and thereafter obtain the Seller’s signature to the Buyers
Heads of Terms;
6.5.2 shall provide details of the Seller’s solicitor to the Buyer when available;
6.5.3 shall perform all money laundering and identity checks required by law on the Seller of the Property
and, subject to obtaining the consent of the Seller, copies will be provided to the Buyer. The Supplier
shall not be responsible for any additional checks which may be required in relation to the Seller prior
to the completion of the purchase.

7. TERM AND TERMINATION
7.1 This Agreement shall come into force on the Commencement Date and shall continue for the Initial Term subject
to Clause 7.
7.2 Either Party may terminate this Agreement by giving to the other not less than 2 weeks written notice, to expire
on or at any time before expiry of the Initial Term.
7.3 Either Party may terminate this Agreement by giving written notice to the other Party if:-
7.3.1 if the other party commits a material breach of any term of this Agreement and (if such a breach is
remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
7.3.2 if, in relation to the other party, any step or action is taken in connection with that party entering
administration, provisional liquidation, a company voluntary arrangement or any other composition or
arrangement with its creditors (other than in relation to a solvent restructuring), being wound up
(whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having
a receiver appointed to any of its assets or ceasing to carry on business (or any analogous step or
action is taken to the foregoing whether in England and Wales or any other jurisdiction), or the other
party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a
substantial part of its business; or
7.3.3 in the circumstances set out in Clause 11.

7.4 Any termination under this Clause 7 will be without prejudice to any other rights or remedies of either party
under this Agreement or at law and will not affect any accrued rights or liabilities of either party at the date of
termination.

8. LIABILITY
8.1 Neither party shall be liable to the other in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise for any indirect or consequential loss or damage (including indirect
loss of profits, anticipated savings, opportunity, reputation or goodwill) arising out of or in connection with this
Agreement.
8.2 Nothing in this Agreement excludes or limits any liability that cannot lawfully be limited or excluded by law
including fraud or fraudulent misrepresentation and death or personal injury caused by negligence.

DATA PROTECTION
9.1 Each party shall:
9.1.1 process any Personal Data in compliance with its obligations under the Data Protection Legislation;
9.1.2 implement and maintain appropriate technical and organisational measures against unauthorised or
unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to
such Personal Data; and
9.1.3 promptly (and without undue delay) notify the other party if:

(a) it receives a complaint, notice or communication which relates to either party's actual or alleged non-compliance with Data Protection Legislation with respect to the Personal Data; or

(b) it becomes aware of an actual or suspected Security Incident with respect to the Personal Data, and the party shall provide the other party with such assistance and cooperation as is reasonably requested by the other party in order to address and resolve the complaint, notice, communication or Security Incident.

10. FORCE MAJEURE
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of
its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond
its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of
the time for performing such obligations. If the period of delay or non-performance continues for more than 30
days, the party not affected may terminate the Agreement by giving 7 days' written notice to the affected party.

11. CONFIDENTIALITY
11.1 In this Clause 11, Confidential Information means in relation to a party, the fact of and the terms of this
Agreement, and all other information and trade secrets relating to that party’s business or customers which
come into the possession of the other party pursuant to this Agreement, whether orally, or in documentary,
electronic or other form, including all (if any) such information held by the other as of the Commencement Date.
11.2 Each party undertakes to the other in relation to the Confidential Information of the other to keep confidential,
not to disclose and not to use such Confidential Information except for the purposes of performing its obligations
under this Agreement.
11.3 Clause 11.1 shall not apply to Confidential Information to the extent that it is or was already in the possession
of the other free of any duty of confidentiality on the date of its disclosure, in the public domain other than as a
result of a breach of Clause 11.1 or required to be disclosed by law or by a competent court.

12. GENERAL
12.1 Neither party shall assign or transfer any of its rights or obligations under this Agreement without the prior written
consent of the other party (such consent not to be unreasonably withheld or delayed), except that the Supplier
may subcontract its obligations under this Agreement provided that the Supplier remains liable for performance
of its obligations under this Agreement.
12.2 All notices given under this Agreement shall be in writing and sent to the recipient party at its registered office
address or such other address as may have been notified in writing by the recipient party for the serving of such
notices. Notices may be sent by email, first class, recorded delivery mail or delivered by hand. Notices sent by
email shall be deemed to have been received at the time of transmission, or if sent outside of business hours
in the place of receipt, when business hours resume (and for the purposes of this Clause business hours means
9.00am to 5.00pm on a business day). Notices sent by post shall be deemed to have been received two (2)
business days after the date of posting. Notices delivered by hand shall be deemed to have been received upon
delivery.
12.3 Any variation of this Agreement must be in writing and signed by the parties (or their authorised representatives).

12.4 This Agreement constitutes the entire agreement between the parties relating to their subject matter and
supersedes and extinguishes all previous agreements, representations and understandings between them,
whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this
Agreement it does not rely on, and shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement, provided
that nothing in this Clause 12.4 will operate to limit or exclude any liability for fraud or fraudulent
misrepresentation.
12.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or otherwise 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 clause shall not affect the validity and enforceability of
the rest of this Agreement.
12.6 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce
any term of this Agreement.
12.7 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with it or its subject matter or formation shall be governed by English law and the parties agree to
submit to the exclusive jurisdiction of the courts of England and Wales courts to settle any dispute or claim
(including non-contractual disputes or claims) arising under this Agreement.