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Terms And Conditions

Welcome To Colordarcy

Colordarcy is a leading property investment company that specialises in finding properties that has strong growth and cash flow potential, complimented with a comprehensive service package, which is carefully designed with our investors in mind.

Please read these Terms and Conditions carefully. By submitting and registering your details with us over the telephone or via our website you agree to be bound by these terms. In the event that you do not want to be bound by these terms, you must stop using the website. We reserve the right to change these Terms and Conditions without notice and these shall be posted on our website and any revised changes will be effective immediately.

TERMS AND CONDITIONS

BACKGROUND

(A)      The Company acts as the appointed agent of a Vendor in relation to Property or Properties and is solely appointed as an Introducer to introduce a prospective purchaser or purchasers to the Vendor.

(B)       The Company receives a Commission Fee from the Vendor upon completion of a sale and purchase of a Property (‘a Relevant Contract’) and does not charge any fee or costs to the Investor.

However, there may be occasions where a fee is charged to the Investor for introducing an Investor to a Vendor and these terms and conditions apply to any contract between the Company and the Investor.

(C)      The Investor wishes to be introduced to Vendors (‘Introductions’), in accordance with these Terms and Conditions.

(D)       Save where a direct contract is entered into between the Company and the Investor any Relevant Contract or any other form of agreement (whether oral or in writing) is exclusively between the Investor and the Vendor and the Company holds no liability to the Investor or any third party in relation to any such agreement.

AGREED TERMS

1. INTERPRETATION

1.1       The definitions and rules of interpretation in this clause apply in this agreement.

Business Days: 9 am to 5 pm Monday to Friday excluding any bank holiday in the UK.

Confidential Information: information of a confidential nature, including trade secrets and information of commercial value, disclosed by either party, its employees, officers or representatives to the other party and specifically including any information or documentation whatsoever provided by the Introducer to the Investor in relation to any Vendor or Property but excludes information provided to the Investor to the Company unless the Investor and the Company agree otherwise.

Commission Fee: means the amount paid by the Vendor or directly by the Investor as the case may be to the Company upon completion of a Relevant Contract.

Contract Value: the value of the Relevant Contract.

Introduction: the provision to the Investor of the details of a Vendor and/ or Property known to the Company or a deemed Introduction under clause [2.6] of this agreement and Introduce, Introduces and Introduced shall be interpreted in accordance with Introduction.

Introduction Date: for each Prospect, the date during the term of this agreement on which the Company first introduces or is deemed to have made the Introduction to a Vendor regarding a Property.

Property: the property described in our engagement letter or reservation agreement.

Vendor: a person, or the representative of person with ownership of a Property that is a reasonable prospect to the Investor.

Relevant Contract: the exchange of contracts for the purchase of entered into by the Investor following an Introduction during the term of this agreement or within 6 months of the agreement ending.

1.2       Clause and paragraph headings shall not affect the interpretation of this agreement.

1.3       A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4       Words in the singular shall include the plural and vice versa.

1.5       A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6       A reference to writing or written includes faxes and e-mail.

1.7       Any words following the terms including, include, in particular 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       A reference to one gender shall include a reference to the other genders.

 

2. INTRODUCTIONS

2.1       The Investor appoints the Company on a non-exclusive basis to identify Properties for the Investor and to make Introductions to the Vendors of such Properties on the terms of this agreement.

2.2       The Company provides no warranty that any result or objective can be or will be achieved or attained at all or by a given date, whether stated in this agreement or elsewhere.

2.3       The liability of the Company under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the £2000 (two thousand pounds).

2.4       Notwithstanding clause 2.3 and save for the payment of the Commission Fee neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

2.5       The Investor shall indemnify and hold harmless the Company from and against all Claims and Losses arising from loss, damage, liability, injury to the Company, its employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Investor by the Company, its employees, consultants, third parties or supplied to the Company by the Vendor or the Investor within or outside the scope of this agreement.

‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

2.6       The Investor acknowledges it is his exclusive responsibility for carrying out his own due diligence regarding any Vendor and/or Property and acknowledges and agrees the Company is excluded from all liability whatsoever to the extent permitted by law regarding the Investor’s obligations to carry out due diligence checks and the direct and indirect consequences of those checks.

2.7       All ancillary introduction services offered by the Company regarding finance, mortgages, insurance, currency exchange, legal and tax advice, removals, travel, transport and any other service from a third party are introduced in good faith only; the Company does not receive a referral fee from any third party provider unless otherwise stated.

All agreements and contracts with such parties or for such services

are entirely the responsibility of the buyer/user and service provider and not the liability or responsibility of the Company and the Investor acknowledges and agrees the Company is excluded from all liability whatsoever to the extent permitted by law regarding the Investor’s obligations to carry out due diligence checks and the direct and indirect consequences of those checks

2.8       The Company shall not be liable to the Investor for any indirect or consequential loss the Investor may suffer even if such loss is reasonably foreseeable or if the Investor has been advised of the possibility of the Investor incurring it.

The Company shall:

(a)       serve the Investor faithfully and diligently and not to allow his interests to conflict with its duties under this agreement;

(b)       use his reasonable endeavours to make Introductions of Vendors agreed pursuant to this clause 2

(c)       report in writing to the Investor from time to time on progress made with Vendors; and

(d)       comply with all reasonable and lawful instructions of the Investor.

2.9       The Company shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Investor in any way in relation to any Vendor, and shall not do any act which might reasonably create the impression that the Company is so authorised. The Company shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Investor

2.10     Prior to making the Introduction, the Company must disclose to each Vendor that he is an introduction agent and that he has no authority or ability to negotiate or vary the terms of any contract or Relevant Contract entered in to on behalf of the Investor.

 

3. COMMISSION AND PAYMENT

3.1       If, following an Introduction, a person enters into a Relevant Contract; the Introducer will be entitled to the Commission Fee.

3.2       The Investor shall promptly notify the Introducer in writing the date it enters into a Relevant Contract;

3.3       Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and the Company’s right to receive a Commission Fee in accordance with it.

 

4. OBLIGATIONS OF THE INVESTOR

4.1       The Investor must at all material times act in good faith towards the Company.

4.2       The Investor shall provide the Company at all material times with the information the Company reasonably requires to carry out its duties.

4.3       The Investor shall not be responsible for any costs incurred by the Company unless such costs have been agreed by the Investor in writing, in advance.

4.4       The Investor shall be under no obligation to accept any Introduction made by the Company.

 

5. CONFIDENTIALITY

5.1       Each party (Receiving Party) agrees that it shall at all times (both during the term of this agreement and after its termination) keep confidential, and shall not without the prior written consent of the other party (Disclosing Party) use (other than as permitted in clause 5.2) any Confidential Information of the Disclosing Party, unless such information:

(a)       was public knowledge or already known to the Receiving Party at the time of disclosure;

(b)       subsequently becomes public knowledge other than by breach of this agreement;

(c)       subsequently comes lawfully into the possession of the Receiving Party from a third party;

(d)       is agreed by the parties not to be confidential.

5.2       The Receiving Party may use the Disclosing Party’s Confidential Information in the performance of its obligations and the exercise of its rights under this agreement and in particular:

(a)       the Introducer may, during the term of this agreement use Confidential Information disclosed to it by the Investor for the purposes of identifying Prospects and seeking to make Introductions to the Investor.

5.3       All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the  Introducer from the Investor shall be returned promptly to the Investor on termination of this agreement, and no copies shall be kept.

 

6. COMMENCEMENT AND DURATION

This agreement shall commence on the date as set out in the Company’s engagement letter or the date of receipt of instruction by the Investor whichever is the later in time (Commencement Date) and shall continue, unless terminated earlier in accordance with clause 7, or until either party gives to the other party 1 month’s written notice to terminate.

 

7. TERMINATION

7.1       Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, either party may at any time terminate this agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any material term of this agreement and if such breach is remediable fails to remedy that breach within a period of 30 days after being notified in writing to do so.

 

8. CONSEQUENCES OF TERMINATION

8.1       Other than as set out in this clause, neither party shall have any further obligation to the other under this agreement after its termination.

8.2       The following clauses shall continue to apply after the termination of this agreement: clause 1, clause 3, clause 5 and clause 7 to clause 17 (inclusive).

8.3       Termination of this agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

 

9. INDEPENDENT STATUS

The Company is an independent contractor, and nothing in this agreement shall constitute the creation, establishment or relationship of partnership, joint venture or employer and employee between the parties.

 

10. ENTIRE AGREEMENT

10.1     This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

10.2     Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement.

10.3     Nothing in this clause shall limit or exclude any liability for fraud.

 

11. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

12. ASSIGNMENT

This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

 

13. NO WAIVER

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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

 

14. SEVERANCE

14.1     If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.

14.2     If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable OR the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.

 

15. NOTICE

15.1     Subject to clause 15.3 any notice or other communication required to be given under this agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to each party required to receive the notice or communication as specified by the relevant party by notice in writing to each other party.

15.2     Any notice or other communication shall be deemed to have been duly received:

(a)       if delivered personally, when left at the address and for the Prospects referred to in this clause;

(b)       if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting;

(c)       if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or

(d)       if delivered by email the date and time of delivery on a Business Day or if after 5:00 pm the next Business Day.

 

15.3     A notice or other communication required to be given under this agreement shall be validly given if sent by e-mail only if an acknowledgement of receipt of the email is received from the Party to whom the notice or acknowledgement was sent.

15.4     The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 

16. MONEY LAUNDERING

Under the Money Laundering Regulations 2007, Terrorism Act 2000 and the Proceeds of Crime Act 2002 the Company is obliged to verify the identity of the Investor through photographic identification and proof of address.

 

17. DATA PROTECTION

The Introducer is registered under the Data Protection Act 1998.

 

18. THIRD PARTY RIGHTS

No person other than a party to this agreement shall have any rights to enforce any term of this agreement.

 

19. RULES OF CONDUCT

The Introducer is a member of the Association of International Property Professionals and abides by its Code of Conduct.

 

20. RESOLUTION OF DISPUTES

20.1     In the event of any dispute between the parties hereto any party may invite any other party to resolve the dispute by mediation in such manner as the parties may agree.

20.2     Without prejudice to Clause 12 in the event of a dispute between the parties (other than a dispute relating to a matter of law or in relation to the interpretation of this Deed) the parties agree that the matter in dispute will on the application of either of them be referred to a person acting as an expert (hereinafter referred to as the “Expert”) being a person with not less than ten years’ recent and relevant experience of the matter in dispute whose identity will be agreed between the parties or in default of agreement appointed by or on behalf of the president for the time being of the Association of International Property Professionals or other relevant institute on the application of any party and it is further agreed that:-

20.2.1  the determination of the Expert will be final and binding on the parties save in the case of manifest error;

20.2.2  the parties will be entitled to make representations and counter representations in accordance with such timetable as the Expert shall direct; and

20.2.3  the Expert’s costs will be borne in such proportions as he may direct failing which each party will bear its own costs of the reference and determination and one half each of the Expert’s costs.

 

21. GOVERNING LAW AND JURISDICTION

21.1     This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed exclusively in accordance with the law of England and Wales.

21.2     The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.

 

22. VIEWING TRIP

When travelling abroad it is advisable to arrange suitable comprehensive insurance cover.

The Company its agents, associates or employees accept no liability whatsoever whether direct or indirect for losses, damages, compensation or personal injury resulting from a viewing trip to the fullest extent permitted by law. Likewise, insurance is required on property purchased and it is not the responsibility of the Company, its agents, associates or employees and the Investor agrees the Company shall not be liable to the Investor for any indirect or consequential loss the Investor may suffer.

 

23. TAX LIABILITY

Any tax liability whatsoever for example Income Tax or Capital Gains

Tax due on profits or income made on property or rental is entirely the responsibility of the Investor and not the Company and the Investor agrees the Company shall not be liable to the Investor for any indirect or consequential tax liability the Investor may suffer.

 

24. FORCE MAJEURE

Neither party shall be liable to the other for any failure to perform any obligation under any agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or manmade eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen.

Any Party affected by such event shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any agreement contained herein.

 

25. THE FINANCIAL CONDUCT AUTHORITY

The Company does not offer nor provide financial advice and we strongly

recommend that you engage a specialist to provide this advice for you. Our products are not regulated by the Financial Conduct Authority or covered by the Financial Services Compensation Scheme, or the Financial Ombudsman Service.

 

26. YOUR ACCEPTANCE OF OUR TERMS AND CONDITIONS

Please read these Terms and Conditions carefully. It is not necessary for any Investor to have signed an acceptance of these Terms and Conditions for them to apply. Any registration via phone or email, reservations, purchases, or use of our services implies that you have read and accepted our Terms and Conditions apply to the services we provide to you.

 

Contact Colordarcy Investment Ltd

We welcome your views about our website, our Terms & Conditions, Disclaimer , Website Policy and our Privacy Policy. If you would like to contact us with any queries or comments please send an e-mail to info@colordarcy.com or by postal mail.