About Us

  • Property Menu Ltd, a company registered in England under 12078631, whose registered address is Kemp House 152-160 City Road, London EC1V 2NX (“the Company”). You are seeking to engage our services in order to assist in potential investment opportunities in property.

You agree that these terms and conditions shall apply to all transactions and arrangements between you and the Company, and that the Company shall have the right to amend or vary these terms from time to time.

WHEREAS:

  • The Disclosing Party carries on the business of matching potential investors to those looking to sell property suitable for investment and wishes to disclose to the Receiving Party information concerning said property (the Confidential Information)
  • The Disclosing Party wishes to ensure that the Confidential Information is kept confidential and to prevent the Receiving Party from misusing or further disclosing that information to third parties without authorisation.
  • In consideration of the Disclosing Party disclosing the Confidential Information to the Receiving Party, the Receiving Party hereby agrees that it will accept the Confidential Information subject to, and in accordance with, the terms of this Agreement, which will accordingly take effect and be binding as a contract.

IT IS AGREED as follows:

  • Definitions and Interpretation
    • In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
      “Confidential Information” shall mean anything pertaining to the Investment Property;
      • “Intellectual Property Rights” means (a) any and all rights (whether or not registered or registrable) subsisting in any
        jurisdiction in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and email addresses, copyrights, database rights, know-how, trade and other secrets, rights in designs, and inventions;
        (b) rights under licences, consents, orders, statutes, or otherwise in relation to a right in paragraph (a);
        (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
        (d) the right to sue for past infringements of any of the foregoing rights; “Representatives” means, in relation to either Party, its officers and employees, professional advisers or consultants engaged to advise that Party, contractors or subcontractors engaged by that Party, and any other person to whom the other Party agrees in writing that the Confidential Information may be disclosed;
        “Stated Purposes” means the purposes of advancing the purchase of the Investment Property
      • .

      • Unless the context otherwise requires, each reference in this Agreement to:
        • “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
        • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
        • “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
        • a Schedule is a schedule to this Agreement; and
        • a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
        • a “Party” or the “Parties” refer to the parties to this Agreement.
      • The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
      • Words imparting the singular number shall include the plural and vice versa.
      • References to any gender shall include the other gender.
      • References to persons shall include corporations.

    Confidential Information

    • For the purposes of this Agreement, “Confidential Information” shall be the information concerning the Investment Property, any information designated at or before the time of disclosure by the Disclosing Party as confidential, and any
      other information that falls within the definition as further set out below in this Clause 2. This includes:
      • the fact that discussions and negotiations are taking place between the Parties concerning the Stated Purposes and the status of such discussions and negotiations;
      • the existence and terms of this Agreement;
      • any and all confidential or proprietary information relating to:
        a) the business, customers, clients, or suppliers of the Disclosing Party;
        b) the operations, processes, product information, trade secrets, know-how, or technical information of the Disclosing Party; and
      • further information, data, analysis, or findings derived from the Confidential Information
      • .

    • The definition of Confidential Information set out above shall apply whether or not the Confidential Information is of a commercially (or other) sensitive nature, and in whatever tangible or intangible form the Confidential Information exists
      or is communicated.
    • Information shall not be (or shall cease to be) Confidential Information if and to the extent that any of the exceptions set out in Clause 10 apply.

    Receiving Party’s Confidentiality Obligations

    • The Disclosing Party has a commercial or other interest in all Confidential Information that it may disclose to the Receiving Party after the Parties enter into this Agreement.
    • The Receiving Party shall, subject to the provisions of Clause 10, at all times maintain as secret and confidential and shall not disclose, use, exploit, or reproduce any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Stated Purposes without the express written consent of the Disclosing Party. Such unauthorised purposes may
      include, but are not limited to:
      • disclosing, whether directly or indirectly, or otherwise making available any part of the Confidential Information to any person except as expressly permitted by this Agreement;
      • copying or otherwise recording any part of the Confidential Information except to the extent strictly necessary for the Stated Purposes. Any such copies or records made by the Receiving Party shall be the property of the Disclosing Party;
      • reproducing (or attempting to reproduce) any part of the Confidential Information, or to investigate or uncover otherwise undisclosed aspects of the Confidential Information (including, but not limited to, related Confidential Information);
      • using the Confidential Information, whether directly or indirectly, to procure (or attempt to procure) any commercial advantage for the Receiving Party, or a commercial disadvantage to the Disclosing Party;
      • carrying out any processes, making any inventions, further developments, or applications for any registered Intellectual Property Rights from or based upon the Confidential Information;
    • The Receiving Party shall take all reasonable organisational, physical, and technical measures (including any reasonable measures proposed by the Disclosing Party from time to time) to preserve the secrecy and confidentiality of the Confidential Information.
    • The Receiving Party shall keep written records of:
      • any Confidential Information received from the Disclosing Party as a document or other tangible form; and
      • any copies made of any part of the Confidential Information.
    • Upon the termination or expiry of this Agreement for any reason, following the end of the Stated Purposes or, if sooner, on demand by the Disclosing Party, the Receiving Party shall return all Confidential Information forthwith to the Disclosing Party and shall further provide a certificate to the Disclosing Party certifying that no copies of the Confidential Information have been made or
      retained.
    • In the event that the Investment transaction to which this Agreement relates does not complete for any reason, the Receiving Party agrees that neither they, nor their agent or any corporate entity of which the Receiving Party or their agent is a director or shareholder, or have been a director or shareholder or both for the previous 12 months, shall attempt to purchase the Investment Property, or make any overtures as to the same, for a period of 12 months following the failed transaction.
    • Nothing in this Agreement shall prevent the Receiving Party from using mere skills and experience acquired by the Receiving Party or any of its Representatives prior to, or in the course of the Stated Purposes.

    Storage of Confidential Information

    • The Receiving Party shall ensure that the Confidential Information is kept securely
    • Where the Receiving Party holds the Confidential Information in hardcopy form, it must be stored in a locked cabinet when not in use.
    • Where the Receiving Party holds the Confidential Information electronically, the Confidential Information shall be stored securely.

    Permitted Disclosure

    • The Receiving Party may disclose to its Representatives such of the Confidential Information as is reasonably necessary for the Stated Purposes provided that:
      • it informs such Representatives of the confidential nature of the Confidential Information prior to disclosure;
      • it obtains from such Representatives written undertakings to the Disclosing Party which shall be on the same terms as this Agreement and which shall be enforceable by it and are binding upon those Representatives to the same extent as this Agreement is binding upon the Receiving Party; and
      • it keeps a written record of all Representatives to whom the Confidential Information, or any part of it, is disclosed.
    • The Receiving Party shall be liable for the acts or omissions of such Representatives with respect to the Confidential Information as if they were the acts or omissions of the Receiving Party, whether or not the Receiving Party has complied with sub-Clause

    Mandatory Disclosure

    • Subject to the provisions of sub-Clause 6.2, the Receiving Party may disclose Confidential Information only to the extent that such disclosure is required by law, by any court of competent jurisdiction, or by any government agency or other regulatory or taxation authority of competent jurisdiction lawfully requesting such disclosure.
    • Prior to disclosure under sub-Clause 6.1, the Receiving Party shall, to the extent permitted by law, notify the Disclosing Party in writing in advance of such disclosure. If prior notification is not permitted by law, the Receiving Party shall, to the extent permitted by law, inform the Disclosing Party of the disclosure and the circumstances surrounding it as soon as is reasonably practicable after the disclosure has taken place.

    Proprietary Rights

    • The Confidential Information and all Intellectual Property Rights subsisting therein shall remain the property of the Disclosing Party (or its licensors, as appropriate) and the disclosure of the Confidential Information to the Receiving Party shall not confer upon the Receiving Party any rights whatsoever in any part of the Confidential Information.

    Exceptions to Non-Disclosure and Confidentiality

    • The obligations set out in this Agreement relating to Confidential Information shall not apply to any information that:
      • is already known to, or in the possession of, the Receiving Party at the time of its disclosure by the Disclosing Party, and the Receiving Party is free of any other obligations of confidentiality with respect to it;
      • is in, or comes into, other than through any breach of this Agreement or other wrongful act or default of the Receiving Party, general circulation in the public domain;
      • is received by the Receiving Party from a third party free of any obligations of confidentiality similar to those set out in this Agreement, provided such receipt is not of itself a breach of this Agreement
      • prior to disclosure by the Disclosing Party, already in the possession of the Receiving Party having been independently developed by the Receiving Party;
      • disclosed to a third party by the Disclosing Party free of any obligations of confidentiality similar to those set out in this Agreement;
      • approved for disclosure in writing by the Disclosing Party;
      • declared by the Disclosing Party in writing to no longer be confidential;
      • required to be disclosed by the Receiving Party under the Freedom of Information Act 2000; or
      • required by law, by any court of competent jurisdiction, or by any government agency lawfully requesting the same to be disclosed provided that the Receiving Party notifies the Disclosing Party in advance of such disclosure.

    Term

    • This Agreement shall come into force on the date of signature. The obligations of confidentiality set out in this Agreement shall continue for the duration of the Stated Purposes, which may be terminated by the Disclosing Party in accordance with the terms of the contract for investment
    • As fully detailed in sub-Clause 3.5, upon the termination or expiry of this Agreement for any reason, following the end of the Stated Purposes or, if sooner, on demand by the Disclosing Party, the Receiving Party shall return the Confidential nformation to the Disclosing Party and shall ensure that no copies thereof are retained<
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      Enforcement and Indemnity

      • Both Parties hereby acknowledge that damages alone would not be an adequate remedy for any breach by the Receiving Party of this Agreement.
      • The Disclosing Party shall, without prejudice to any and all other rights and remedies which may be available, be entitled to the remedies of injunction, specific performance, and other equitable relief for any breach of this Agreement by the Receiving Party, actual or threatened.
      • In addition to any rights or remedies whether at law or in equity to which either Party may be entitled, each Party hereby agrees to indemnify the other against all liabilities, costs, expenses, damages, and losses (including, but not limited to, any direct, indirect, or consequential losses, loss of profit, loss of business opportunity, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified Party arising out of or in connection with the indemnifying Party’s (or its Representatives’) breach of this Agreement provided that the indemnified Party provides the indemnifying Party with prompt notice of any such claim, full information about the circumstances giving rise to the claim, reasonable assistance in dealing with the claim, and the sole authority to manage, defend, and/or settle the claim.

      No Further Obligation

      • The Disclosing Party shall not have any obligation either to enter into any further transaction or agreement with the Receiving Party or to provide any, or any particular, information to the Receiving Party.

      . No Partnership or Agency

      • Nothing in this Agreement shall establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
      • Each Party hereby confirms that it is acting on its own behalf and not for the benefit of any other person.

      Non-Assignment of Agreement
      Neither Party may assign, transfer, sub-contract, or in any other manner make available to any third party the benefit and/or burden of this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld.
      Entire Agreement
      This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
      Variation
      No variation of or addition to this Agreement shall be effective unless in writing signed by each of the Parties or by a duly authorised person on its behalf.
      No Waiver
      No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent
      breach of the same or any other provision.
      Severance
      The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid, or otherwise unenforceable, that or those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this
      Agreement shall be valid and enforceable.
      Communication

      • All notices under this Agreement shall be in writing and be deemed duly given if signed by the Party giving the notice or by a duly authorised officer thereof, as appropriate.
      • Notices shall be deemed to have been duly given:
        • when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or 18.2.2 when sent, if transmitted by facsimile or email and a successful transmission report or return receipt is generated; or
        • on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
        • on the tenth business day following mailing, if mailed by airmail, postage prepaid
        • .

        18.3 All notices under this Agreement shall be addressed to the most recent address, facsimile number, or email address notified to the other Party.

      Third Party Rights

      Unless expressly stated otherwise, 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.

      Law and Jurisdiction

      • This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
      • Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts
        of England and Wales.

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