Gold Terms & Conditions
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Jonathan Fagan Business Brokers – Terms and Conditions
Sale of Law Firms – Gold Service
Interpretation
- In these terms of business (‘the Terms’) the following expression shall be given the following meanings:
| ‘The Client’ | means the ‘Seller’; |
| The ‘Company’ | means Jonathan Fagan Business Brokers Limited T/A Jonathan Fagan Business Brokers of Ty Brith, Llandegla Road, Mold CH7 4QX and includes its’ subsidiary, holding or associated companies unless otherwise stated |
| ‘Month’ | means a calendar month; |
| ‘Week’ | means seven consecutive days. |
| ‘Business’ | means the company or business trading under the name set out in the Schedule and/or the business carried on by that named company or business and shall include all or any of the Assets and any other business or businesses assets or shares (whether or not owned by you, the Business or by third parties) which we are instructed to sell or which are sold or otherwise form part of a Transaction |
| ‘Buyer’ | means any person firm or incorporated body who or which completes a Transaction. |
| ‘Connected Person’ | means all of those persons incorporated bodies and other entities as are set out in section 249 of the Insolvency Act 1986 and/ or sections 252-253 of the Companies Act 2006 and/or section 839 of the Income and Corporation Taxes Act 1988 (and more than one provision may apply at any one time to give the broadest interpretation of whether in any situation a person is a Connected Person) and includes trusts and/or pension funds for the benefit of you or the Buyer or any Affiliate of either and any other person in any form of trusteeship fiduciary business or personal relationship with you or the Buyer or any Affiliate |
| ‘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. |
| ‘Gold Service’ | a premium service offered to the Client by the Company that includes the following deliverables: A one hour consultation via Zoom A Valuation report including a suggested deal structure advice Regular features in our weekly updates to law firms 30 minute bi-monthly strategy sessions (maximum of 8) Pre-sale pack preparation Services can be added to and removed from the list above at the discretion of the Company and without liability to the Client. The Gold Service is paid for in advance. |
| ‘Introduction Fee’ | A separate fee paid by the Buyer if a transaction occurs. |
| ‘Minimum Period’ | means the period of 4 weeks from a specified date. |
| ‘Notice’ | means a notice in writing sent by email to the addressee. |
| ‘Personal Data’ | has the meaning provided to it in the Data Protection Legislation |
| ‘Sale’ | means the same as Transaction |
| ‘Seller’ ‘you’ and ‘your’ | means the natural person(s) identified at the start of this agreement as the Seller(s) and your successors and where you instruct us in respect of a Transaction where the Business does not belong to you and/or where the Transaction relates to and/or includes a business or businesses assets or shares belonging to another party |
| ‘Terms’ | means these terms of business |
| ‘Transaction’ | ‘Transaction’ means any transaction, transfer, sale or event that involves or affects the ownership, status, Assets or composition of the Business (whether for value or not) including without limitation any of the following : the transfer or any other disposition of the Business or any of the Assets whether from you or the Business or any Affiliate to a Buyer or any Affiliate or the transfer of any other asset or property from the Buyer or any Affiliate to you or to your Affiliate or to the Business (other than the supply of a product or a service in the ordinary course of business) by one or more steps or stages a sale, exchange, option, transfer, lease, licence or franchise, a company buy-back of its own shares or management buy-out or earn-out or any other form of merger demerger or reorganisation or reconstruction of the Business including the transfer of any Asset or Assets from one owner to another as a separate transaction or prior to transfer to a Buyer where you and/or the Business and a Buyer or any Affiliate of either party enter into any other relationship whatsoever together including any joint venture management or financing arrangement option or subscription for shares or securities of any description or the allotment or agreement to allot any shares or other equity interests to any person, any combination of any of the above and whether the consideration for the same (if any) is in cash or in some other form (either wholly or partly) and whether receivable in whole or in part on completion or at any other date or dates. |
| ‘Company’, ‘Jonathan Fagan Business Brokers Limited’, ‘We’ and ‘us’ | means Jonathan Fagan Business Brokers Limited trading as Jonathan Fagan Business Brokers, registered in England and Wales, reg. no. 10750269. Registered under the Data Protection Act as Data Controllers, registered office Ty Brith, Llandegla Road, Mold CH7 4QX and any of its agents or Affiliates. (Tel: 01824 780937 or Email: jbfagan@ten-percent.co.uk) |
1.2 In these Terms words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.
1.3 All and any business undertaken by the Company is transacted subject to these Terms. In the event of any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly otherwise agreed in writing by a Director or other authorised officer of the Company. No variation in these Terms shall be valid if made without the written consent of a Director or other authorised officer of the Company.
1.4 The complete or partial invalidity or unenforceability of any provision herein for any purpose shall in no way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed to be served for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.
1.5 These Terms supersede all previous terms of business agreed between the Parties and supersede all prior negotiations, discussions, documents and writings with respect thereto.
2. Obligations of the Company
2.1 The Company will use reasonable endeavours to market the Business for sale. We will use reasonable care, skill and diligence in marketing the business. We will provide the services specified in clause 1 above as part of the Gold Service.
2.2 We will, at our discretion and with your specific consent, introduce you and/or the Business to potential buyers that we deem suitable.
2.3 The Company shall donate a percentage of its annual profits, after tax has been paid, to The Ten-Percent Foundation, a registered charitable trust. This percentage is normally 10% but the Company reserves the right to alter this percentage from year to year.
3. Obligations of the Seller
3.1 You confirm, warrant and undertake that you have full authority to appoint us to market the Business and make introductions on your behalf;
3.2 Throughout our appointment you will promptly supply to us, and procure that the Business supplies to us, all information relating to you and the Business which we request including current and future annual accounts and management accounts as soon as they have been prepared.
3.3 We may place reliance on the information identified in clause 3.2 and may relay it to prospective buyers who may also rely on such information.
3.4 All information which you or your agents supply to us is and will be correct, complete, not misleading and free of any material omissions and you shall advise us in writing of any omission or change promptly upon discovery of it including any information relating to any change to the Business (including the performance or operation of it) or any change of name or change to the shareholders members or directors or partners or any of the Assets which renders any information previously provided to us incorrect incomplete misleading or subject to material omissions.
3.5 You will notify us immediately at any time after the date you sign or agree these Terms if you exchange contracts in relation to any Transaction and on completion of any Transaction and will supply a copy of the contract and any other document relevant to any Transaction immediately on request and will supply full details of all aspects of the Transaction including the value and details of all relevant consideration involved in the Transaction.
3.6 You will keep these Terms and all dealings between you and us confidential and shall not disclose them except as may be required by law and will sign a confidentiality agreement.
3.7 You appoint us from the date you sign these Terms as an agent without Sole Agency and Sole Selling Rights in respect of the Sale of the Business. You are free to market your Business to any potential Buyers at your discretion.
3.8 You may terminate our appointment at any time by giving us written notice subject to the Minimum Period. No refunds are payable by the Company to the Client if the appointment is terminated.
4. Fees
4.1 The Client agrees to pay the Company a non-refundable fee of £2,000 plus VAT within 7 days of the date of our invoice, the invoice will be issued once the order for the Gold Service has been placed.
4.2 The Parties agree that should a Transaction occur then the Buyer and not the Seller will be responsible for our Introduction Fee. No Fees are due from the Seller other than as agreed in clause 4.4 and 4.5 below.
4.3 Value Added Tax shall be payable thereon at the prevailing rate where applicable.
4.4 Charges for additional advertising or marketing will be separately agreed in writing before advertisements are placed and will be payable irrespective of whether a Transaction occurs.
4.5 We will not incur any costs under Clause 4.4 without the Seller’s express consent and agreement in writing to pay the costs of any advertising or marketing.
4.6 All monies due hereunder shall be paid by the Client within 7 days of the date of invoice by the Company.
4.7 If the Client fails to pay the Company any sum due the Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5. Liability and indemnity
5.1 Neither the Company nor any of its staff shall be liable to the Seller for any loss, injury, damage, expense or delay incurred or suffered by the Seller arising directly or indirectly from or in any way connected with a Transaction, report, advice given and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:
(a) failure of the Seller to meet the requirements of the Buyer for all or any of the purposes for which he or the Business is required by the Buyer (subject to clause 5 hereof);
(b) any act or omission of a Seller, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
(c) any loss, injury, damage, expense or delay incurred or suffered by a Seller;
(d) the provision of valuation reports, sale strategy advice or deal structure advice.
PROVIDED THAT nothing in this clause 6 shall be construed to purporting to exclude or restrict liability of the Company to the Seller for personal injury or death resulting from negligence (as defined in the Unfair Contract Terms Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law.
5.2 The Seller acknowledges that the limitations and exclusions of the obligations and liabilities of the Company set out herein are reasonable and reflected in the fee payable to the Company hereunder and shall accept risk and/or insure accordingly.
6. Miscellaneous
6.1 The Company reserves the right to review and to revise these Terms if it gives the Client 10 days notice of any changes.
6.3 These Terms shall be governed by and construed in accordance with the laws of England and Wales and the Company and the Client agree to submit to the exclusive jurisdiction of the courts of England and Wales.
6.4 The Client acknowledges and agrees that he/she/it is acting in the course of business.
6.5 These Terms do not create any right enforceable by any person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999.
