Terms and Conditions
THIS AGREEMENT is dated .............
(1) MY SOURCING HUB LTD a company incorporated in England and Wales with registered company Number 11322526 and whose registered office is situate at 19-21 Swan Street, West Malling, Kent, ME19 6JU (the Hub)
(A) The Hub wishes to source properties for marketing on its property platform, known as
(B) The Locator wishes to source properties for introduction on to the Platform for display to potential investors with a view to securing a Sale.
(C) The Hub and the Locator have agreed to regulate affairs as between themselves on the terms of this agreement.
The following definitions and rules of interpretation apply in this agreement.
Acceptable Use Policy: the terms and conditions of use of the Platform website as set out thereon.
Business: the business of a property sourcing specialist/online property sourcing platform.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Completion: the legal completion of the sale and purchase of a Sourced Property. Data: any data or documents embodied in any medium, that are uploaded on to the Platform, or which the Hub is required to generate, process, store or transmit pursuant to this agreement. Escrow Account: an account opened by the Hub with its affiliate Transpact Limited and in respect of which it is the sole signatory, (unless otherwise agreed in writing), and the utilisation of which - terms for deposit and release of funds - shall be on fixed terms in writing. Force Majeure Event: an event, circumstance or cause beyond either party's reasonable control, including without limitation terrorist activity or power or fuel failures.
GDPR: Regulation (EU) 2016/679 of The European Parliament and of The Council. The regulations are known as the EU General Data Protection Regulation. Intellectual Property: all patents, copyright and related rights, trademarks and service marks, trade names and domain names, rights to goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Interaction (s): all liaisons between an Investor and a Prospective Client/ Seller with a view to establishing a Route to Sale
Introduction: the provision to the Hub of a Prospective Client’s property particulars by uploading the same on to the Platform.
Investor: any party seeking Interaction with a Prospective Client
Prospective Client: a property owner with property that it wishes to display on the Platform or who has agreed terms with the Locator for the display of its property on the Platform.
Route to Sale: a pathway between the Seller/Prospective Client and Investor which may result in a sale and purchase of a Property or Properties.
Sale: the successful exchange and completion of the sale of a Sourced Property.
Seller: the registered proprietor of a Property or Properties, or its authorised selling agent.
Services: the services of the Locator as set out in clause 4.1 and any other services to be provided by it through the Platform or the Site including by way of general example only all forms of arrangements and facilities organised.
Sourced Property: any property sourced by the Locator and successfully uploaded on to the Platform, where appropriate after approval of the Hub.
Territory: the United Kingdom.
Website/ Site: the website of the Hub
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
1.3 Words importing any gender shall include any other gender
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.5 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing or written includes fax and e-mail.
1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.8 References to clauses are to the clauses of this agreement.
2.1 The parties have entered in to this agreement in consideration of the several agreements and obligations of the parties and in acknowledgement of the sums payable by each of them in the circumstances described.
2.2 You have the right to cancel this agreement in the first 7 days following signing as set out in Schedule 1.
3. BASIS OF AGREEMENT & TERM
3.1 In consideration of the payment by you to the Hub of £350 per month plus VAT the Hub agrees to provide to the Locator access to the Platform and all relevant and necessary facilities on it.
3.2 The Locator shall provide the Services on the terms of this agreement.
3.3 This agreement shall commence on the date of this agreement and shall continue from year to year unless and until terminated:
(a) as provided by the terms of this agreement; or
(b) by either party giving to the other not less than twelve weeks' prior written notice.
4. LOCATOR’S OBLIGATIONS
4.1 The Locator shall: -
(a) on a non-exclusive basis from time to time identify Prospective Clients for the Hub in the Territory and make Introductions on the terms of this agreement; and
(b) assist all Investors registering on the Site as further set out in this agreement (together the Services).
4.2 The Locator shall provide the Services with all due care, skill and ability and use his or her best endeavours to promote the interests of the Hub and the prospective Clients.
4.3 The Locator shall in particular apply its knowledge of the property market and exploit its associations with any property agents and other sources to locate appropriate and appealing properties for the Platform and to negotiate the most competitive deals possible with any of its connections to maintain a vibrant selection of Sourced Properties for offer.
4.4 The Locator may not have any interest in any of the Sourced Properties whether direct or indirect at any time unless disclosed to the Hub and approved in writing.
4.5 If the Locator is unable to provide the Services due to illness or injury, he shall advise the Hub of that fact as soon as reasonably practicable.
4.6 The Locator shall comply with the Hub’s policies on information technology together with any others that it may introduce from time to time and shall comply with its Acceptable Use Policy in relation to the Website.
4.7 The Locator shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Hub in any way, and shall not do any act which might reasonably create the impression that the Locator is so authorised. The Locator shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Hub.
4.8 The Locator must disclose to each Prospective Client that it is a sourcing partner of the Hub and that it has no authority or ability to enter into any contract on behalf of the Hub.
4.9 The Locator shall not produce any marketing material relating to the Platform or use the Hub’s name, logo or trade marks on any marketing material or documentation for the same without the prior written consent of the Hub.
4.10 The Locator shall be responsible for ensuring that all materials Introduced or posted to the Hub by it are free from any copyright or intellectual property claims of any third party.
4.11 The Locator shall not make or give any representations, warranties or other promises concerning the Platform or the Services other than those already available on the Platform.
4.12 The Hub does not offer, and shall not be held out as offering, any advice to an Investor or to any Potential Client/Seller. The Locator shall procure that the Investor is aware that it must enter in to any Property purchase based entirely upon its own due diligence and subject to advice from such professionals as it sees fit.
4.13 The Locator shall responsibly handle all enquiries raised with him by an Investor regarding any Property on the Platform using the online instant messaging facility provided. If there is any dialogue between the Locator and the Investor that is not dealt with on this facility then the Hub shall not be liable for any subsequent or consequent breach of the Investor’s privacy or any harm relating to its personal data nor for any other harm suffered by any party resulting from that dialogue.
4.14 The Locator shall use its best reasonable endeavours to ensure that he or she is available to respond to enquiries raised by Investors on the Platform within 48 hours and to provide such reasonable assistance or information as may be required.
4.15 The Locator shall procure that the Investor is made aware of the Locator’s standard terms of business regulating its relationship with the Investor, which shall be substantially in the form set out in Schedule 1.
5. OTHER ACTIVITIES
Nothing in this agreement shall prevent the Locator from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that:
(a) such activity does not cause a breach of any of the Locator’s obligations under this agreement;
(b) the Locator shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Hub without prior written consent of the Hub; and
(c) the Locator shall give priority to the provision of the Services to the Hub and to the Investors over any other business activities undertaken by it during the Term.
6. COMPLIANCE WITH LAWS AND POLICIES
6.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
6.2 The Locator shall be required at all times to have current registrations, including without limitation, with the following: -
(a) Property Ombudsman Scheme
(b) Property Redress Scheme
(c) Anti- Money Laundering registration with HMRC
(d) ICO – data protection
and to provide copies or evidence of the same to the Hub upon request
6.3 The Locator consents to the Hub holding and processing his personal data and also consents to the transfer of such information to the Hub’s business contacts or to potential investors or clients outside the European Economic Area in order to further its business interests and the Locator confirms that he is aware of his rights and obligations under the terms of the GDPR. The Locator further consents to the Hub making such information available to those who provide products or services to it, such as advisers, regulatory authorities, governmental or quasi-governmental organisations and others.
7. ANTI-BRIBERY COMPLIANCE
7.1 The Locator and the Hub shall each comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements).
8.1 The Locator shall have liability for and shall indemnify the Hub for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Locator of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Term full and comprehensive insurance, including professional indemnity insurance of not less than £5,000,000 for each and any claim.
8.2 The Locator shall ensure that the insurance policies are taken out with reputable insurers acceptable to the Hub and that the level of cover and other terms of insurance are acceptable to and agreed by the Hub.
9. FEES AND PAYMENT
9.1 The Locator shall pay the Hub’s fees as set out at clause 3.1 in cleared funds at the beginning of each calendar month.
9.2 The responsibility for agreement of fees for the Services provided by the Locator to the Investor shall rest entirely with the Investor and Locator. The Hub shall have no responsibility whatsoever for either the agreement of the fee or for payment thereof, except where the terms of the Escrow Account so provide.
9.3 The Locator shall however be responsible for keeping separate accounts and records giving correct and adequate details of all transactions undertaken with Investors and where necessary the records shall be produced to the Hub who shall be entitled to take copies.
10. OBLIGATIONS OF THE HUB
10.1 The Hub shall provide the Locator such information as the Locator reasonably requires, including marketing information for and details of the Platform and relevant information about the Hub.
10.2 Subject to clause 16 (force majeure) the Hub shall maintain the Platform for the continued display of the Sourced Properties and to facilitate the dialogue between the Locator and the Investors.
10.3 Where required, the Hub shall provide an Escrow Account in which it shall receive completion funds from an Investor on agreed terms which may include terms for direct payment to the seller’s solicitors on completion of a transaction and may also provide for the payment to the Locator of his agreed fees. Standard terms shall apply unless otherwise agreed between the parties. A copy of the standard terms of Transpact Limited is available upon request.
11. LIMITATION OF LIABILITY
11.1 Nothing in this agreement shall limit or exclude the Hub's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; and
(c) any other liability which cannot be limited or excluded by applicable law.
11.2 Subject to clause 11.1, the Hub shall have no liability to the Locator, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any indirect or consequential loss arising under or in connection with this agreement.
11.3 For the avoidance of doubt, the Hub shall have no liability to the Locator for any matters arising from the Locator’s relationship with and contract with the Investors.
11.4 Subject to clause 11.1, the Hub’s total aggregate liability:
(a) in respect of all other claims, losses or damages, whether arising from tort (including negligence), breach of statutory duty, restriction, breach of contract or otherwise under or in connection with this agreement, shall in no event exceed £10,000.
11.5 Nothing in this agreement shall be taken as in any way reducing or affecting a general duty to mitigate loss suffered by a party.
12. INTELLECTUAL PROPERTY
12.1 All Intellectual Property including that in the Platform and all associated processes and documentation established by the Hub as may be improved or amended from time to time shall belong to and remain the absolute property of the Hub at all times.
12.2 The Locator undertakes whenever requested to do so by the Hub and in any event on the termination of this Agreement, promptly to deliver to the Hub all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Platform or related processes which are in its possession, custody or power.
13.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or the Hub’s of the other party, except as permitted by clause 13.2.
13.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
13.4 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Locator from the Hub shall be returned promptly to the Hub on termination of this agreement, and no copies shall be kept.
14.1 The Hub may terminate the agreement with immediate effect with no liability to make any further payment to the Locator (other than in respect of amounts accrued before termination) if at any time:
(a) the Locator is guilty of any gross misconduct affecting the Business;
(b) the Locator commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Hub;
(c) the Locator is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(d) the Locator is in the reasonable opinion of the Hub negligent or incompetent in the performance of the Services;
(e) the Locator is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;
(f) the Locator passes any resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to it;
(g) the Locator commits any fraud or dishonesty or acts in any manner which in the opinion of the Hub brings or is likely to bring the Locator or the Hub or any of its directors or partners into disrepute or is materially adverse to the interests of the Hub;
(h) the Locator commits any breach of the Hub's policies and procedures; or
(i) the Locator commits any offence under the Bribery Act 2010.
14.2 The rights of the Hub under clause 14.1 are without prejudice to any other rights that it might have at law. Any delay by the Hub in exercising its rights to terminate shall not constitute a waiver of those rights.
15. CONSEQUENCES OF TERMINATION
15.1 Forthwith on termination for any cause the Locator shall:
(a) immediately deliver to the Hub all Hub property on any media or of any kind in its or his possession or under its or his control; For the avoidance of doubt, the contact details of business contacts and investors made during the Term are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and
(b) provide a signed statement that it or he has complied fully with its or his obligations under this clause 15.
15.2 On termination of this agreement for any reason, the following clauses shall continue in force: clause 1, clause 6.3, clause 7, clause 8, clause 11 and clauses 15 to clause 26 (inclusive).
15.3 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
16. FORCE MAJEURE
16.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a modest reasonable extension of the time for performing such obligations.
17. NO PARTNERSHIP OR AGENCY
17.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
17.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
18. ENTIRE AGREEMENT
18.1 This agreement 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.
18.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
18.4 Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20. ASSIGNMENT AND OTHER DEALINGS
The Locator shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
22.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
22.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
23.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
23.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 23.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
24. THIRD PARTY RIGHTS
No one other than a party to this agreement shall have any right to enforce any of its terms.
25. GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.
Schedule 1 Notice of the Right to Cancel
1. This notice of the right to cancel the contract is Ltd in accordance with the Cancellation of Contracts made in a Consumer’s Home or Place of Work etc. Regulations 2008 (SI 2008/1816). It relates to this contract.
2. You have the right to cancel the contract and to exercise this right you need to deliver, or send (including by electronic mail) a cancellation notice to the person mentioned in the next paragraph at any time within the period of seven days starting on the day you receive this notice.
3. The name of the person whom the cancellation notice may be given is Hugo Beardsall of My Sourcing Hub Limited, 19-21 Swan Street, West Malling, Kent, ME19 6JU.
4. The cancellation notice is deemed to be served as soon as it is posted or sent to My Sourcing Hub Limited provided evidence of posting can be produced or in the case of an electronic communication from the date it is delivered to the relevant email address.
5. You may use the form of cancellation notice provided below if you wish.
6. If you ask that the contract starts before the end of the cooling off period of seven days and subsequently cancel, you may be required to pay for the services supplied.
Cancellation Notice to My Sourcing Hub Limited
If you wish to cancel the contract YOU MUST DO SO IN WRITING and deliver personally or send (which may be by electronic mail) this to the person named below. You may use this form if you want to, but you don’t have to.
(Complete, detach and return this form ONLY IF YOU WISH TO CANCEL THE CONTRACT.)
To [ADD THE APPROPRIATE NAME AND ADDRESS]
I/We (delete as appropriate) hereby give notice that I/We wish to cancel the contract to act as a Locator (Sourcing Agent) for My Sourcing Hub Limited dated [ INSERT THE DATE OF THE CONTRACT SIGNED]
Signed by Locator...................................
Schedule 2 Locator/Investor Standard Terms of Business
In this document the following words shall have the following meanings:
1.1 Agreed Fee: the sum payable for the provision of the Services by the Sourcing Agent
1.2 ASK: the instant messaging facility on the Site for your use to facilitate dialogue relating to a Sourced Property or to ask questions of your Sourcing Agent regarding the same.
1.3 Data Protection Legislation: all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
1.4 Escrow Account: an account opened by MySourcingHub with its affiliate Transpact Limited and in respect of which it is the sole signatory, (unless otherwise agreed in writing), and the utilisation of which - terms for deposit and release of funds - shall be on fixed terms in writing.
1.5 Investor /You: the person firm or company using the Platform to locate a suitable property for investment purposes.
1.6 Interactions: all liaison with a Seller of a Property or with an Investor with a view to establishing a Route to Sale
1.7 Personal Data/Data: means any information relating to an identified or identifiable natural person that is processed by MySourcingHub Hub or the Sourcing Agent as a result of, or in connection with any use made of this Site.
1.8 Platform: the area of the website of MySourcingHub Limited where the properties are displayed.
1.9 Processing, processes and process: either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording. organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.
1.10 Property/Properties: any property or properties listed on the Platform as being potentially available for investment/ sale and purchase.
1.11 MySourcingHub/Hub: My Sourcing Hub Limited.
1.12 Route to Sale: a pathway between the Seller and Investor which may result in a sale and purchase of a Property or Properties.
1.13 Sale: the successful exchange and completion of the sale of a Sourced Property
1.14 Seller: the registered proprietor of a Property or Properties, or its authorised selling agent.
1.14 Services: any services offered by us to you through the Platform or the Site including by way of general example only all forms of advice, arrangements and facilities organised.
1.15 Sourcing Agent/Us/We: the independent party responsible for all enquiries or interactions regarding a Property or Properties on the Platform.
1.16 Site/Website: the website of MySourcingHub
2.2 No changes or variations to these Terms and Conditions shall be effective unless agreed in writing by us
2.3 You consent to the processing of your Personal Data by us for all purposes envisaged by the Site and you acknowledge and agree that your Data may be transferred to the Hub and may be used when handling Interactions with you or a Seller regarding a Property.
2.4 You are a Data Controllers under GDPR and we and MySourcingHub are Data Processors. Both Data Controllers and Data Processors are obliged to comply with the GDPR and we rely upon your attention and observance where required.
2.4 You agree to use the Site responsibly and not to abuse the availability of the ASK facility or misuse the Site in any way.
4.1 You agree to pay to us the Agreed Fee upon each Sale. It will be payable by you in such manner as we direct, which will normally be by deduction from funds paid in to an Escrow Account by you and you hereby authorise us to arrange Escrow Terms with the Hub and its affiliate Transpact Limited for that purpose.
4.2 If you complete the purchase of a Property without notifying us then the Agreed fee will become immediately due and payable by you and proceedings for recovery will be instigated.
4.3 If you withdraw from a transaction you will remain responsible for 33% of the Agreed Fee provided that if you withdraw from a transaction as a result of matters beyond your control we will facilitate reimbursement of 100% of the Agreed Fee to you.
4.4 In the event of any dispute regarding the reasons for withdrawal from a transaction as mentioned in 4.3 above either party may refer the matter for resolution. The parties will work together to reach a mutually agreed solution, but failing agreement within 7 days of the dispute either party may refer the matter to an expert for determination. The expert shall failing agreement between the parties within 2 working days be appointed by the President for the time being of the RICS at the instigation of either of them upon notice to the other. The fees of the expert shall be payable equally unless the expert otherwise directs in making his or her determination.
5 YOUR RESPONSIBILITIES
5.1 You agree to communicate with us regarding any Property displayed on the Platform by use of the ASK facility.
5.2.1 You agree that it is your sole responsibility to undertake such due diligence as you consider necessary regarding a Property before taking any step towards a purchase and we do not promise, guarantee or imply that your use of our Services will improve your likelihood of securing a deal.
5.4 After locating a Property on the Platform and reaching agreement with a Seller for the transaction to proceed you are solely responsible for instructing solicitors to act for you on the purchase and for all legal costs and for all other matters or things arising out of that relationship.
6 LIMITATION OF LIABILITY
6.1 We do not limit our liability:
(a) For death or personal injury caused by our negligence; or
(b) For fraud or fraudulent misrepresentation; or
(c) For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
6.2 Subject to clause 6.1 we accept no liability for any loss you may suffer for any reason and for the avoidance of doubt we will never be responsible to you for any indirect losses that you may suffer as a result of your Interaction with us or with any Seller, howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
8.1 No failure by us to enforce any of these Terms and Conditions shall constitute a waiver of our continuing right to do so.
9 GOVERNING LAW
9.1 These Terms and Conditions are governed by and construed in accordance with the Laws of England and any dispute shall be subject to the exclusive jurisdiction of the English Courts.
Signed by a director of and for and on behalf of My Sourcing Hub Limited ................................. in the presence of: -
Witness Signature Witness Name Address
Signed by [ ] the Locator ................................... In the presence of: -
Witness Signature Witness Name Address