1. DEFINITIONS

Acceptance: the acceptance of the Information of the Customer by the Introducer as evidenced by way of the Introducer uploading the Preview onto the Platform.

Administration Fee: £150.

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

Cancellation Period: a period of 10 Business Days following the date of receipt of the Preview Payment in cleared funds by the Introducer from the Interested Party.

Commission: the commission payable by the Customer for the supply of the Services constituting the percentage of the Information Payment as specified in the Particulars.

Commencement Date: has the meaning given in condition 2.2.

Conditions: these terms and conditions as amended from time to time.

Contract: the contract between the Introducer and the Customer for the supply of Services in accordance with these Conditions.

Customer: the person, firm or limited company buying Services from the Introducer.

Customer Default: includes breaches of 5.1 and the meaning set out in condition 5.2.

Designated Period: the period set out in the Particulars or such longer period as shall be permitted by the Introducer.

Intellectual Property Rights: all intellectual property rights, whether registered or unregistered.

Information: the Information Sheet and any other information regarding the Property supplied by the Customer or subsequently requested by the Introducer.

Information Sheet: the pro forma information sheet provided by the Introducer and populated by the Customer in respect of the Property.

Interested Party: a person interested in purchasing the Property who pays the Preview Payment to the Introducer.

Introducer: Samuel Leeds DealConnect Ltd registered in England and Wales with company number 15318656.

Order: the Customer’s order for Services as set out in the Particulars.

Particulars: the particulars of the Contract set out in the front sheet to it headed ‘Particulars of Service’.

PIMS Conditions: the current version of the PIMS approved template for terms and conditions.

Platform: the website platform of the Introducer being www.dealconnect.co.uk

Preview: the pro forma redacted form of the Information Sheet in a form previously agreed between the parties.

Preview Payment: the payment required by the Customer from an Interested Party as specified in the Particulars.

Property: the property specified in the Particulars.

Refund: a refund will be made if the Information is found to be factually inaccurate and/or misleading.

Services: the services supplied by the Introducer to the Customer as set out in condition 3.

2. BASIS OF CONTRACT

2.1 The Order constitutes the submission of the Information by the Customer to the Introducer in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Introducer confirms Acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. SUPPLY OF SERVICES

3.1 The Introducer shall supply the following Services to the Customer in accordance with the Particulars in all material respects:

(a) upload and maintain the Preview on the Platform for the Designated Period.
(b) receive Preview Payment from an Interested Party and hold the same for a minimum period of the Cancellation Period.
(c) upon receipt of the Preview Payment remove the Preview from the Platform and release the Information Sheet to the Interested Party.
(d) subject to these Conditions, account for the net Preview Payment to the Customer.

3.2 The Introducer reserves the right to amend the Preview or the Information Sheet if necessary to comply with any applicable law or regulatory requirement and the Introducer shall notify the Customer in any such event.

3.3 The Introducer warrants to the Customer that the Services will be provided using reasonable care and skill and in particular (but without limitation) shall not release the Information Sheet to the Interested Party without having received the Preview Payment.

4. INTRODUCER’S OBLIGATIONS

4.1 The Introducer shall:

(a) act in good faith in the provision of the Services:
(b) cooperate with the Customer in all matters relating to the Services;
(c) not hold itself out as authorised to bind the Customer in any way ;
(d) not give any warranties or representations concerning the Information;
(e) disclose to any Interested Party that it has no authority or ability to negotiate any matter in respect of the Information.

4.2 The parties declare and acknowledge that the Introducer shall have no obligations or responsibilities other than the Services and in particular (but without limitation) shall not enter into any direct contact with an interested Party save in respect of receiving and dealing with Preview Payments.

5. CUSTOMER’S OBLIGATIONS

5.1 The Customer shall:

(a) act in good faith in the carrying out of the Contract;
(b) ensure that the terms of the Information are complete and accurate;
(c) co-operate with the Introducer in all matters relating to the Services;
(d) provide the Introducer with such additional information and materials as the Introducer may reasonably require in order to supply the Services;
(e) obtain and maintain all necessary agreements, licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

5.2 The Customer declares and acknowledges that in entering into this Contract it shall comply with and shall not breach any obligations it may have in respect of any statutory provision or regulation relating to its business, and that the Preview, Information and Information Sheet are accurate and not misleading.

5.3 If the Introducer‘s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation:
(a) without limiting or affecting any other right or remedy available to it, the Introducer shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Introducer‘s performance of any of its obligations;
(b) the Introducer shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Introducer‘s failure or delay to perform any of its obligations as set out in this condition 5.2; and
(c) the Customer shall reimburse the Introducer on written demand for any costs or losses sustained or incurred by the Introducer arising directly or indirectly from the Customer Default.

6. PREVIEW PAYMENT

6.1 The Introducer shall hold the Preview Payment in a designated bank account for the duration of the Cancellation Period.

6.2 If the Introducer receives, during the Cancellation Period, a written demand for repayment of the Preview Payment by the Interested Party for reasons of the Preview being inaccurate or misleading, the Introducer will check the Preview and if it is found to be inaccurate or misleading, shall return the Preview Payment to the Interested Party within 10 working days.

6.3 Subject to the Introducer not having received any demand for repayment or intimation of dissatisfaction from the Interested Party during the Cancellation Period of, the Introducer shall account to the Customer for the Preview Payment less the Commission.

7. COMMISSION AND ADMINISTRATION FEE

7.1 The Commission for the Services shall be calculated on the percentage of the Preview Payment set out in the Particulars.

7.2 The Customer authorises the Introducer to deduct and retain the Commission from the Preview Payment prior to transmission of the balance of the Preview Payment to the account of the Customer subject to the production of a receipted invoice to the Customer in respect of the Commission.

7.3 The Customer also authorises the Introducer to deduct and retain the Administration Fee from the Preview Payment prior to transmission of the balance of the Preview Payment to the account of the Customer subject to the production of a receipted invoice to the Customer in respect of the Administration Fee.

7.4 In the event that any written demand for repayment of the Preview Payment under condition 6.2 is determined on the balance of probabilities to constitute Customer Default then the Introducer shall return the Administration Fee to the relevant Interested Party and the Customer shall reimburse to the Introducer a sum equivalent to the Administration Fee within 10 Business Days.

8. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Information provided by the Customer) shall be owned by the Introducer.

9. DATA PROTECTION

The parties shall comply with their respective data protection obligations under current data protection legislation and shall cooperate to ensure that all such data protection obligations are carried out in connection with the subject matter of the Contract.

10. LIABILITY & INDEMNITY

10.1 Neither party shall be liable to the other, whether in contract, tort, breach of statutory duty or otherwise for any loss of profit, sales, revenue or business in respect of this Contract.

10.2 Notwithstanding Condition 9.1, the maximum total liability of the Introducer for the provision of the Services under this Contract shall be a sum equivalent to the Commission.

10.3 The Customer shall indemnify the Introducer against any loss incurred by the Introducer arising from any claim made by or on behalf of the Interested Party or any other party concerning or arising from any inaccuracy, inadequacy or misrepresentation contained in or referred to in the Preview or the Information Form.

11. TERMINATION

11.1 The Contract shall terminate on the expiry of the Designated Period.

11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract at any time by giving the other party written notice of at least 5 Business Days.

11.3 Without affecting any other right or remedy available to it, the Introducer may terminate the Contract with immediate effect by giving written notice in the event of a Customer’s Default.

11.4 Without affecting any other right or remedy available to it, the Introducer may suspend the supply of Services under the Contract in the event of a Customer’s Default.

11.5 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, and clicking:

11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. GENERAL

12.1 PIMS

This Contract shall incorporate the provisions of the PIMS Conditions insofar as the same do not conflict with this Contract. In the event that this Contract and the PIMS Conditions do conflict, the provisions of this Contract and shall prevail,

12.2 Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.3 Assignment and other dealings

Neither party may at any time assign or delegate or deal in any other manner with all or any of its rights and obligations under the Contract.

12.4 Confidentiality

Neither party may at any time disclose to any third party any confidential information concerning the business, affairs, customers, clients or suppliers of the other party save as may be required by law.

12.5 No partnership or agency

The parties are independent parties and are not partners, principal and agent or employer and employee. The parties further understand that Dealconnect is purely an introduction between Introducer and User; it is not any form of agency between them or any third party.

12.6 Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

(c) Nothing in this condition shall limit or exclude any liability for fraud.

12.7 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.8 Governing law

The Contract, 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 and construed in accordance with the law of England and Wales.

12.9 Jurisdiction

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