WIMBLEDON PROPERTY FINDERS
TERMS AND CONDITIONS
1. Interpretation
1.1 In the Agreement unless the context otherwise requires the following expressions have the following meanings:
“Additional Services” means (a) the optional orientation tour at a cost of £180 excluding VAT and (b) the optional walk through DVD tour of up to six properties at a cost of £285 excluding VAT.
“Agreement” means the Agreement for the supply of the Services between the Client and WPF and incorporates these terms and conditions and the terms set out on the particulars page of the Agreement;
“Client” means the party named on the particulars page of the Agreement and includes the Client's spouse or the Client's partner (or, in the case or a corporate Client, the Client's Employee);
“Completion” means in respect of a property introduced to the Client by WPF (a) in the case of a purchase, the exchange of contracts between the Client and the property vendor or the vendor’s agent or (b)in the case of a rental, upon the Client entering into a Tenancy Agreement with the property vendor or the vendor’s agent;
“Employee” means any current or prospective employee, consultant, contractor, agent officer or official of a corporate client.
“Intellectual Property rights” means any and all patents, trademarks, rights in designs, format, trade, business or domain names, copyright, rights in inventions, know-how, style, trade secrets and other confidential information, rights in databases and any application for or unregistered rights in the same and any intellectual property rights of a similar or corresponding character;
“Services” means those services supplied to the Client by WPF as set out in the Agreement or such other services as may be agreed between the parties in writing from time to time. For the avoidance of doubt, where the Client requests the provision of the Additional Services Services shall be deemed to include the Additional Services;
“Success Fee” means the sum payable by the Client to WPF should WPF introduce the Client to a property in respect of which the Client exchanges contracts for the purchase of the same or enters into a Tenancy Agreement for the rental of the same. For the avoidance of doubt this amount shall be payable by the Client to WPF upon exchange of contracts or in the case of a rental the entering into of a Tenancy Agreement. In cases where a Success Fee is payable the non-refundable deposit of £750, or £500 in the case of a rental property, both of which are payable on execution of the Agreement shall be deducted from the Success Fee, Where any of the Additional Services are provided to the Client they shall be deducted from the Success Fee only in circumstances where the Success Fee exceeds £10,000 (exclusive of VAT) and in all other cases they shall be invoiced to the Client separately on Completion or added to the Success Fee.
“Tenancy Agreement” means a tenancy agreement entered into in respect of the rental of a property made between the Client and the owner of the property or the owner’s agent, or any agreement analogous thereto;
“WPF” means Wimbledon Property Finders being a trading name of Heidan (Southern) Property Company Limited.
1.2 This document sets out the terms and conditions pursuant to which WPF accepts the Client's instructions and charges for the Services.
1.3 These terms and conditions are the only terms and conditions upon which WPF is prepared to deal with the Client and they shall govern the Agreement to the entire exclusion of all other terms and conditions.
1.4 In these terms and conditions any reference to fees payable shall be deemed to be exclusive of VAT which will be charged if applicable unless zero rating or an exemption applies.
2. Engagement
2.1 The Client agrees to engage WPF and WPF agrees to provide the Services to the Client in accordance with the provisions of the Agreement.
2.2 The Client appoints WPF for a period of four months from the date of the Agreement to act as the Client's sole agent in searching for a property to purchase or as the case may be rent on the terms set out herein.
2.3 In respect of this appointment the Client agrees to pay on the execution of the Agreement, a non-refundable deposit of £750 or £500 in respect of a rental property which is to be deducted from the Success Fee . For the avoidance of doubt this sum is not refundable should the property search not reach Completion or in the event that the Agreement is terminated in accordance with clause 10 hereof.
3. Terms
3.1 The Agreement for the supply of the Services shall commence on the date of the Agreement for a period of four months unless terminated earlier or pursuant to the provisions of Clause 10 hereof.
4. Duties
WPF shall, subject to payment by the Client pursuant to Clause 7:
4.1 Provide the Services to the Client;
4.2Perform such other Services or duties in relation to the Agreement as may be mutually agreed in writing from time to time;
4.3 For the avoidance of doubt time for performance of the Services shall not be of the essence.
5. WPF’s obligations
5.1 WPF undertakes to provide the Services in a timely and professional manner and to provide the Services with reasonable skill and care.
5.2 Any information, report, or specification on a property may not be provided to the Client exclusively and the Client acknowledges that WPF may provide the same or similar information to other third parties or to any other Client and no reservation is given to the Client on any property by entering into the Agreement.
6. The Client's obligations
6.1 In addition to the obligations set out elsewhere in the Agreement the Client agrees to promptly provide WPF with such information and documents as it may reasonably request for the proper performance of its obligations hereunder and to be responsible for ensuring that such information is true, accurate, complete and not misleading in any material respect.
7. Fees
7.1 The Client shall pay WPF the Success Fee upon Completion in respect of a property introduced by WPF pursuant to the Agreement. For the avoidance of doubt a property will be introduced by WPF where WPF assists the Client to reach Completion.
7.2 Time for payment of the fees set out in the Agreement shall be of the essence.
7.3 WPF shall be entitled at any time and from time to time to vary any or all of such fees set out above provided that no such variation shall have effect unless and until written notice thereof is given to the Client and in respect of the Success Fee such figure shall not be varied from the date of the execution of the Agreement until Completion.
7.4 If any sum payable under these terms and conditions remains unpaid within seven working days after the due date then (without prejudice to WPF’s other rights and remedies) WPF reserves the right to charge interest on such sum on a day to day basis (after as well as before judgement) from the date or last date of payment thereof to the date of actual payment (both dates inclusive) at a rate of 2% above the base rate of National Westminster Bank Plc. Such interest shall be payable on demand by the Client.
8. Intellectual Property Rights
8.1 All intellectual property rights in documentation, leaflets, property results or other similar material provided to the Client by WPF during the course of the Agreement shall belong to WPF.
9. Data Protection
9.1 WPF will only hold on file information relating to the exact purpose for which its Services are retained by the Client. WPF does not sell, share or otherwise exchange personal information with any other organisation.
10. Termination
10.1 The Agreement may be terminated with effect from the end of the search period by either party giving to the other 14 days prior written notice. In the event that the Agreement is terminated in this way the Client will be liable to pay WPF for all the Services provided up to the date of termination and for all reasonable costs and expenses incurred by WPF by reason of such termination. The Client will be invoiced by WPF for any Additional Services provided and the no-refundable deposit will become vested in WPF in accordance with the provisions of clause 2.3 hereof
10.2 Furthermore should Completion take place in respect of a property introduced by WPF within eight months of termination of the Agreement (for the avoidance of doubt this is eight months from the date of expiry of the four month search period) the Client will remain liable to pay the Success Fee to WPF upon Completion.
10.3 The Agreement may be terminated forthwith by WPF if the Client has not fulfilled or, if in the opinion of WPF, the Client cannot fulfil the Client's payment obligations under the Agreement.
10.4 The Agreement may also be terminated by WPF on giving notice to the Client if the Client is in material breach of the terms and conditions of the Agreement and has failed to rectify such breach (in the case of a breach capable of being remedied) within fourteen days of receiving a written notice requiring the Client to do so.
10.5 Subject to 10.2 above, any termination of the Agreement shall discharge the parties from any liability for further performance of the Agreement. For the avoidance of doubt this does not discharge the Client from the Client's obligation to pay all outstanding unpaid amounts due in accordance with the Agreement which will remain payable on termination of the Agreement.
10.6 Any termination of the Agreement (howsoever caused) shall not affect the accrued rights or liabilities of either party nor shall it affect the coming into force or the continuation in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
11. Liability
11.1 All information documentation photographs and video footage prepared by WPF is presented in good faith and intended to be used by the Client for guidance only. WPF does not warrant that the information, documentation, photographs or video footage are accurate and the Client should satisfy itself as to their correctness and accuracy.
11.2 The Client acknowledges that the final decision regarding the suitability of a particular property is the Client's sole responsibility and WPF accepts no liability in respect of such a decision.
11.3 Any documentation provided by WPF shall not be construed as an agreement for the purchase or letting of property or an interest in land, nor should any information or documentation provided be used as a substitute for appropriate searches, enquiries and inspections in respect of which WPF recommends that the Client takes independent advice. WPF accepts no liability for any loss arising as a result of false, incomplete, inaccurate or misleading information provided by the Client under the terms of the Agreement.
11.4 WPF accepts no liability for any defects in title, structural defects or any other restriction, covenant or restrictive covenant which may be found to burden a property introduced to the Client by WPF.
11.5 Notwithstanding the obligations under the Agreement nothing contained herein shall be construed as a guarantee that a suitable property will be located.
11.6 Except in respect of injury to or death of any person or any other liability which cannot be limited or excluded by law (for which no limit applies) the liability of WPF for direct loss caused to the Client shall not exceed the Success Fee paid by the Client under the Agreement.
11.7 Notwithstanding anything else contained in this Agreement, WPF shall not be liable to the Client for any special, indirect or consequential loss whether arising from negligence, breach of Agreement or howsoever.
11.8 Nothing in the Agreement shall affect the Client's statutory rights as a consumer.
12. Force Majeure
12.1 WPF shall not be liable for any delay in performing its obligations if such delay is caused by circumstances beyond it’s reasonable control (including without limitation any delay caused by the Client's act or omission).
12.2 The performance of WPF’s obligations shall be suspended during the period that the force majeure circumstances persist and WPF shall be granted an extension of time for performance equal to the period of delay.
13. General
13.1 Notwithstanding that the whole or any part of any provision of the Agreement may prove to be illegal or unenforceable the other provisions of the Agreement and the remainder of the provision in question shall remain in full force and effect.
13.2 No forbearance, delay or indulgence by either party in enforcing the provisions of the Agreement shall prejudice or restrict the rights of the party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right power or remedy conferred in the Agreement upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right power or remedy shall be cumulative.
13.3 For the purpose of Section 1 (2) of the Contracts (Rights of Third Parties) Act 1999 it is agreed that no term of the Agreement with the Client shall be enforceable by a third party.
13.4 The Agreement constitutes the entire Agreement between the parties and supersedes all prior arrangements (both oral and written ) relating to the subject matter of the Agreement. Each of the parties acknowledges that:
13.4.1 It does not enter into the Agreement on the basis of and does not rely and has not relied upon any statement or representation or warranty or any other provision made or agreed to by the Client or WPF or any third party any except those expressly repeated or referred to in the Agreement and subject to and without prejudice to the express rights granted under the Agreement the only remedy or remedies available in respect of any misrepresentation or untrue statement made to them shall be a claim for a breach of the terms and conditions of the Agreement; and
13.4.2 This clause shall not apply to any statement or representation or warranty made fraudulently or to any provision of the Agreement which was induced by fraud for which the remedies available shall be all those available under the law governing the Agreement;
13.4.3 The Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute arising out of or in connection with the Agreement shall be referred to and dealt with by the courts in England and Wales.