- 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 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 amendor vary these terms from time to time.
- The Company is in the business of introducing those looking to make property investments with owners of investment properties and or their Sourcer.
- The Sourcer has been instructed by the owner of an investment property to source a potential investor with a view to their purchasing of said property.
- For the avoidance of doubt, it is agreed that these terms and conditions will apply to any and all investment transactions in which the Company and the Sourcer are involved.
IT IS AGREED as follows:
1. Definitions and Interpretation
- In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
- means, any day (other than a Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
means the Provision by the Company to the Sourcer of the contact details of an Investor. This definition applies equally to “Introduce”, “Introduced” and “Introducing”;
means a property in England and Wales as set out within the Schedule;
means a person (or body corporate) seeking to invest by purchasing a Prospective Property;
- Sourcing Fee Means the fees payable to the Company for Souring the opportunity Property Menu Fee Means the fee payable to the Company for marketing the Sourcer’s deal
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
- 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.
Introductions Fees And Process
- The Company shall make comprehensive searches and enquiries of its database of registered users in order to identify Prospective Investors.
- The Company shall not disclose the identity of the Prospective Investor when making its initial searches and enquiries.
2.3 The Company shall Introduce all of Prospective Investors identified under subClause 2.1 to the Sourcer by providing full details of them in writing, such details
- The full name of the Prospective Investor (including the name of the contact if the Prospective Investor is not an individual person);
- Contact details for the Prospective Investor including, but not limited to, telephone number(s), email address(es) and postal address;
- To market the Sourcer’s deal to an investor through the Company portal, the Sourcer will be required to have a registered account. From there the Sourcer will be able to use our Deal Calculators and submit the Deal
- As soon as the contract is signed, the Company will issue the Investor Pack. It will be available for you to download from the Company website and at the same time, it will be also sent to the Company investor list.
- If an investor is interested in the Sourcer’s deal, they need to sign an NDA and our T&Cs to get all the Investor Pack and all information about the property.
- To secure a property, the investor needs to pay a Deposit (which includes the Sourcing fee + Sales Admin fee)
- The Company shall hold the deposit on our Client account, until the sale goes through.
- The Sourcer has the option to use Sales Progression support – which is an optional service.
- After completion, the Sourcer should issue an invoice to the Investor directly and we will pay the Sourcing fee from the Company’s Client account
- At the same time, the Company will issue an invoice for our Property Menu fee– which will be taken off from the Sourcing fee.
- Should the sale fall through the Sourcing fee is refundable to the investor (unless the investor pulls out of the deal)
- The Sourcer shall provide the Company with such information as may reasonably be required by the Company from time to time in order for the Company to make Introductions under the terms of this Agreement.
- If the Sourcer at any time during the Term of this Agreement changes its requirements with respect to the Prospective Property, the Sourcer shall inform the Company of such changes without delay.
- The Sourcer shall be under no obligation to follow up on any Introduction made by the Company.
- In the event that the Prospective Investment transaction does not complete for any reason, the Sourcer agrees that they or any corporate entity of which the Investor or the Sourcer 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.
Anti-Bribery & Money Laundering Provisions
- Both Parties shall act in good faith with respect to the provisions of this Agreement and shall conduct themselves in accordance with the spirit and anti- bribery provisions of the Bribery Act 2010.
- In particular, neither Party shall offer, request, agree to receive or accept anything that may, under the relevant provisions of the Bribery Act 2010,constitute a bribe including, but not limited to, financial incentives and
disproportionately lavish hospitality (or promises thereof) designed to induce, reward or constitute improper performance by the Party concerned of its obligations.
- Each Party shall ensure that adequate procedures are in place to prevent any associated persons (as defined by Section 8 of the Bribery Act 2010) from bribing another person with the intention of obtaining or retaining business, or obtaining or retaining an advantage in the conduct of business, for that Party insofar as any actions of such associated persons relate to this Agreement.
- Each Party shall ensure that it complies with anti-money laundering legislation including the Money Laundering Regulations 2017 and the Proceeds of Crime Act 2002. The Company is entitled to conduct due diligence on the Sourcer and the owner of any Investment Property in order to ensure that any investment property is owned lawfully.
- Each Party undertakes that, except as provided by sub-Clause 5.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and after its termination:
- keep confidential all information concerning all property and transactions (confidential information
- not disclose any Confidential Information to any other party;
- not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
- not make any copies of, record in any way or part with possession of any Confidential Information; and
- ensure that none of its directors, officers, employees, Sourcers, subcontractors or advisers does any act which, if done by that Party, would
be a breach of the provisions of sub-Clauses 5.1.1 to 5.1.4 above.
- Either Party may:
- disclose any Confidential Information to:
- any sub-contractor or supplier of that Party;
- any governmental or other authority or regulatory body; or
- any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by this Agreement or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 184.108.40.206 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 5, to keep 5 the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
- use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.
- The provisions of this Clause 5 shall continue in force in accordance with their terms indefinitely, notwithstanding the termination of this Agreement for any reason.
Limitation of Liability
- The Sourcer acknowledges that the Company is acting solely as an introduction
service. The Company is in no way guaranteeing any returns on investment and
the Sourcer accepts that any investment opportunity attracts a level of risk and
that the Company is not to be held liable for any underperforming investment.
- No Party to this Agreement shall be liable for any failure or delay in performing
their obligations where such failure or delay results from any cause that is
beyond the reasonable control of that Party. Such causes include, but are not
limited to: power failure, internet service provider failure, industrial action, civil
unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,
governmental action or any other event that is beyond the control of the Party
Term and Termination
- This Agreement shall come into force on the date it is signed subject to the provisions of this Clause 7.
- Either Party may terminate this Agreement by giving to the other not less than 3 months written notice, to expire on or at any time after 3 months.
- Either Party may immediately terminate this Agreement by giving written notice to the other Party if:
- any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 90 Business Days of the due date for payment;
- the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 28 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
- an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
- the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
- the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
- anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
- that other Party ceases, or threatens to cease, to carry on business; or
- control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
- For the purposes of sub-Clause 9.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
- The rights to terminate this Agreement given by this Clause 9 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
Effects of Termination
Upon the termination of this Agreement for any reason:
- any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;
- termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
- subject as provided in this Clause 9 and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
- each Party shall (except to the extent referred to in Clause 7) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control
which contain or record any Confidential Information.
- 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.
- Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.
- Subject to any provisions to the contrary each Party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.
- Neither Party shall be entitled to set-off any sums in any manner from payments due nor sums received in respect of any claim under this Agreement or any other agreement at any time.
Assignment and Sub-Contracting
- This Agreement is personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
- The Sourcer shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of the Sourcer.
- The Parties agree that the times and dates referred to in this Agreement are for guidance only and are not of the essence of this Agreement and may be varied by mutual agreement between the Parties.
Relationship of the Parties
- Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
Third Party Rights
- No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
- All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
- Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
- when sent, if transmitted by facsimile or e-mail 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.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
- 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.
- Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty, assurance or other provision (made innocently or negligently) except as expressly provided in this Agreement.
- This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same
- In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid
- The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
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.
- Subject to the provisions of Clause 23, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any noncontractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.