© 2006-
Last updated: 1st January 2008
This website is owned, controlled, operated and administered entirely within the UK by
Vimark Solutions Limited (“we”, “us”, “our(s)”). Company registered in England No: 3340441.
VAT No: GB 899 3680 47.
These terms and conditions apply to all visitors of our website.
All
we ask is that as a visitor and/or buyer (“you”, “your(s)”) you agree to abide by
the following terms and conditions. Your continued use of this website means that
you accept those changes.
Take a few minutes to look them over because by using our
site, you automatically agree to them. If you don’t agree, please do not use our
website.
We reserve the right to make any modifications that are deemed necessary
at any time by posting them on our website. Please continue to check these terms
to see what those changes may be!
We have taken every effort to design our website
to be useful, informative, helpful and honest. Hopefully we’ve accomplished that
— and would ask that you let us know if you’d like to see improvements or changes
that would make it even easier for you to find the information you need and want.
Introduction:
(A) We provide a service to people who wish to sell their property quickly and have the opportunity of introducing buyers to investors including investors who belong to an investor club.
(B) This Agreement regulates the terms on which we is prepared to introduce sellers to you, whether you are an individual investor or an investor club. The terms set out below are the terms that we and you agree will apply in the event of we introducing a seller to you for your own investment purposes or for purposes of investment by a member, owner or officer of an investor club.
Agreed Terms:
1. Definitions and Interpretation
1.1 Interpretation
Headings in this agreement are for guidance only and they do not form part of the agreement for interpretation purposes.
This agreement will be interpreted solely in accordance with English law and is subject to the exclusive jurisdiction of English courts of law.
Reference to a particular gender includes other genders unless expressly stated otherwise and reference to the singular includes the plural and vice versa.
All parties acknowledge that before signing this agreement they have made sure that any important warranty, representation or condition made prior to the date of this agreement (including any prior existing agreement) have been expressly incorporated into this agreement and therefore they agree that any prior representations, warranties or agreements will no longer have effect once this agreement becomes effective.
1.2 Definitions
“Introduction Schedule” means a schedule confirming details of an introduction made to you by We in the blank form attached;
“sale” means any transaction whereby a seller of a property agrees either to sell all its interest in the property or to grant a long lease (here meaning over 21 years) of the property or enters into an unconditional agreement to do so.
2. Sale Commission
2.1 If We introduces a prospective seller to you and the seller subsequently completes
one or more sales of property to you (or, in the case of you being an investor club,
to a member, owner or officer of the investor club) at any time within two years
of the date of introduction, you will pay commission on the sale price of each property
to We at the rate specified in the Introduction Schedule and, in the absence of any
rate specified in an Introduction Schedule or of an Introduction Schedule at all,
at the rate of 1.5% of the sale price of each relevant property up to 15% below-
2.2 These terms shall apply to all sale transactions made between a seller and you
(or, in the case of you being an investor club, between a seller and a member, owner
or officer of the investor club) during the two-
2.3 Nothing in this agreement will oblige us to make introductions to you.
3. Payment Terms
3.1 You will pay the commission due to We within the 7 days of:
3.1.1 (where you are an investor club and charge commission to investors) receipt of its own commission from the investor making the purchase of the property from the relevant seller;
3.1.2 (where you are an investor or an investor club where no commission is charged for any reason) within 7 days of completion of the relevant transaction.
3.2 Where you are an investor club that makes a commission charge to an investor for the introduction of a seller, you agree to use all reasonable efforts to procure payment by the relevant investor including, if payment has not been secured within 90 days of the due date, taking legal proceedings against the relevant investor unless, in the opinion of reasonably experienced counsel, you have little or no reasonable prospect of recovery of the monies or the relevant investor has been adjudicated bankrupt or, in the case of a body corporate, is in liquidation.
3.3 Where you are an investor club that makes a non-
3.4 Any overdue monies shall bear interest at the rate of 8% above the prevailing base rate of National Westminster Bank PLC.
4. Confidentiality
4.1 In this agreement “Confidential Information” shall include all information which
is now or may at any time in the future be in the possession of a party and which
relates to its actual or proposed business activities, finances and potential sellers
of property and potential investors. The term Confidential Information shall not
apply to information which:-
4.1.1 is already in the possession of the recipient party before its disclosure by the other;
4.1.2 is in the public domain at the time of disclosure or subsequently comes into the public domain through no fault of the recipient party;
4.1.3 is lawfully disclosed to the recipient party by a third party who, so far as the recipient party is aware, was not under an obligation of confidentiality in respect of the information.
4.2 Each party agrees to use the Confidential Information it may receive at any time solely for the purposes of the introducing property sellers to potential investors pursuant to this agreement and not for any other purpose whatsoever.
4.3 Each party agrees to treat all Confidential Information as being strictly private and confidential to take all necessary steps to protect it from being disclosed to any third party (save for members where you are an investor club) other than as required by law or any regulatory authority.
4.4 Each party agrees to ensure that Confidential Information is only disclosed to those employees, agents, contractors and members of the recipient party as is necessary under this agreement and to notify (and to take all reasonable steps to ensure compliance by) all such employees agents, contractors and members receiving Confidential Information of the terms of this clause 4.
4.5 Each party agrees to keep all documents and materials containing Confidential Information in a safe and secure place and not to copy or allow to be copied any such documents or materials and to return on request by the disclosing party all such documents and materials.
4.6 The delivery of documents and materials containing Confidential Information shall not amount to a licence in favour of the recipient to use copy or in any other way deal with the Confidential Information or any related documents and materials.
4.7 This Agreement is binding upon the parties and their associated companies and associates (as defined by the Income and Corporation Taxes Act 1988), and the successors and assignees of the parties and their associated companies and associates and you agree to ensure that where you are an investor club you will not disclose to any member any Confidential Information including but not limited to the details of any proposed seller until the member has entered into a legally binding agreement to observe the terms of this clause 4 and in particular not to disclose the name of any proposed seller to a third party.
5. Relationship Management
5.1 You agree to keep us regularly and fully informed about the progress of any transaction and to secure such a commitment to keep us informed from all investors where you are an investor club.
5.2 You agree that we may on 7 days’ written notice attend your premises and inspect
your records to enable us to verify commission entitlement and payment. If on such
an inspection we ascertain any material under-
6. General
6.1 You may not assign this agreement at any time.
6.2 This agreement forms the whole agreement and any prior agreement is superseded by it. Any prior representations upon which either party is depending are expressly excluded save to the extent they are included in this agreement or were fraudulent. This agreement may not be varied without the written consent signed by duly authorised representatives of each of party.
6.3 If for any reason any term or condition is held unenforceable, it will be severable from any other restrictions which remain in full force and effect.
6.4 If either of party does not fully enforce any rights under this agreement at any time, it will not prevent that party from doing so later in respect of a particular breach or any future breach.
6.5 Any notice served pursuant to this agreement must be in writing, addressed to one of us at the relevant last known address and sent by:
6.5.1 first class mail, in which case the notice will (if properly addressed) be deemed received (if posted on a working day) on the next working day or (if not posted on a working day) within two working days; or
6.5.2 by email or fax, in which case the notice will (if properly addressed) be deemed received immediately if received before 5:30pm on a working day but if later, then on the next working day provided the notice is also posted by first class mail and properly addressed.
6.6 Neither party is responsible for any breach of this agreement insofar as that breach is a result of something beyond that that party’s reasonable control (as appropriate) but if that situation arises, whichever party is relying on this clause will do everything it reasonably can to overcome that problem as soon as possible.
6.7 This agreement is not intended to benefit anyone other than the parties to it.
6.8 In the event of a dispute which cannot be resolved between the parties, either party may refer the matter to mediation before instituting legal proceedings and to attempt in good faith to settle the dispute through mediation.
6.9 No relationship of partnership, joint venture or employment is intended to be created by this agreement.
Restrictions on Use of Our Online Materials
All Online Materials on this or any UrgentPropertySale.com
or We Solutions operated site, including, without limitation, text, software, names,
logos, trademarks, service marks, trade names, images, photos, illustrations, audio
clips, video clips, and music are copyrighted intellectual property.
All usage rights
are owned and/or controlled / licensed by us. You may not, however, copy, reproduce,
republish, upload, post, transmit or distribute online materials in any way or for
any other purpose unless you get our written permission first.
Limitations of Our Liability
We do not accept liability for any loss or damage you
incur as a result of the use of our website. These include (but are not limited to)
loss or liability caused by any:
use of (or inability to use) the site or any site to which you link from our site;
failure
of our site to perform in the manner you expected or desired;
error, omission or defect
on our site;
delay in operation or transmission or interruption of availability of our site;
computer
virus or line failure – we use an up-
Our liability to you in contract
law is in any event limited.
We do not offer advice and except for loss or damage
for death or personal injury caused by one of our officers or employees, we do not
accept responsibility for loss arising from negligence or any other head of claim
accept contractual.
Please note that in any event we are not liable for:
-
-
Subject to the above exceptions, we are not liable even if we’ve been negligent or
if our authorised representative has been advised of the possibility of such loss
or liability or both.
Links to Other Sites
We sometimes provide referrals to and links
to other websites from our website. Such links are not an endorsement, approval or
agreement with any information or resources offered at such sites.
If in doubt, always
check the Uniform Resource Locator (URL or “Web address”) showing in your Web browser
to see if you are still in the vimarksolutions.com site or have moved to another
site.
We do not accept responsibility for the content or practices of third party
sites that may be linked to our web site.
Termination of this Web Site and Our Dealings
We
may terminate all or any part of this Web site without notice to you.
We also reserve
the right to refuse any order without justification at any time – if we do so without
justification however, we will not charge any administration fee.
Applicable Laws
and Jurisdiction
Our website is aimed primarily at the UK market and these terms and
conditions will be governed by, construed and enforced in accordance with English
law and any disputes with us will be subject to the exclusive jurisdiction of English
courts of law.
Resolution of disputes
If a dispute arises under this agreement, you
agree first to try to resolve it with the help
of a mutually agreed-
Any costs and fees other than legal
fees associated with the mediation will be
Shared equally by each of us.
