D1 Space Ltd fees are calculated at a rate of 1% +VAT of any price negotiated on a Freehold purchase or the equivalent of 1 month's rent +VAT on a Leasehold agreement.
(a) By D1 Space Ltd to
(b) The Purchaser / Lessee hereby agrees and acknowledges that if the agent’s fee is not Paid / transferred on the day of exchange the said money will incur interest which will be at Barclays base rate (to be calculated on a daily basis) until all monies have been paid in full.
“Buyer’s Agent” means in respect of each property Transaction the party introducing the buyer of the property, as specified in the corresponding Finder’s Fee / Introducer’s Fee Sharing Agreement;
"Lessee" means an individual or a corporation who has the right of use of something of value, gained through a lease agreement with the real owner of the property. The entity to whom a lease is given, or who takes an estate by lease. Someone who is allowed to use a house, building, land etc. for a period of time in return for payment to the owner.
“Contacts” means the clients, business connections, associates and employees of each party whether a person, partnerships or company, including but not limited to, any seller, buyer, developer, sourcer or intermediary agent;
“Confidentiality Information” means the information disclosed under this agreement by either party and shall include, but not limited to, property, commercial, financial, operational, marketing, promotional, or such other information, in whatever form, which concerns business affairs of the disclosing party and their contacts (including the identity of their Contacts) and shall include confidential information disclosed orally or in writing and which would appear to a reasonable person to be confidential or proprietary;
“Property Transaction” means property transaction entered into whereby sellers of the properties and buyers are introduced to each other through connections of both the seller’s agent and the buyer’s agent, and such transactions shall include, but are not limited to, any freehold and leasehold property sale or rental, loan or collateral funding transaction involving a property, option, product or service, product or service, product or commodity exchange, addition, renewal, parallel contacts or agreement or third party assignment thereof, and where each property transaction shall be set out in a separate Finder’s Fee/ Introducers Fee Sharing Agreement and appended to the agreement from time to time, setting out in each case which party is the seller's Agents and which party is the Buyer’s Agents.
“Finder’s Fee/ Introducers Fee Sharing Agreement” means each fee sharing agreement entered into in respect of each property Transaction pursuant to this agreement. The Finder and or introducer may appoint sub agents to assist them with the sale;
“Sellers Agent” means in respect of each Property Transaction the party introducing the seller of the property, as specified in the Finder’s Fee/ Introducers Fee Sharing Agreement;
2. Mutual non-circumvention and confidentiality
2.1 The parties envisage that they will enter into many Property Transactions from time to time. Each property transaction shall be represented by a Finder’s fee Sharing Agreement, specifying which party in each case is the seller’s agent and which party is the Buyer’s Agent. Each such agreement shall specify relevant terms to the specific Property transaction including any split of the Finder’s Fee, and shall be signed on behalf of each party by the way of identification.
2.2 Both parties acknowledge that it is fair and reasonable that if a Contact of either party enters into a transaction involving the parties to this agreement, that any such Contact shall remain, and continue to be deemed to be the Contact of the original party in any and all subsequently Property Transactions, except as specified in 2.7. The disclosure of the identity of other party’s contacts is treated as made “in confidence” and shall remain confidential and secret and subject to the terms of this agreement and each party agrees that it will take all reasonable steps to protect the secrecy of any confidential information and prevent it from falling into the possessions of others person’s or the public domain.
2.3 Each party undertakes with the other not to contact (directly or indirectly) or transact business with, nor disclose the name of, any of the other party’s Contact to any third party without the express written permission of such party and without paying the appropriate Finder’s Fee/ Introducers Fee if any business transacted. If there is any doubt as to the amount of such Fees on such occasion, then failing agreement between the parties the amount shall be the same as in any similar Property Transaction involving the said contacts.
2.4 According each party hereby irrevocably agrees not to circumvent, avoid payment of fees or commission in any transaction with any transaction with any Contact revealed by either party to the other in connection with a Property Transaction.
2.5 The receiving party of any confidentiality information agrees to hold all confidential information in trust and in confidence and not to use it for any purpose other than the purpose contemplated by the parties. The receiving party also agrees that it will not use confidential information to compete with the disclosing party or interfere in contractual arrangements or negotiations between the disclosing party and third parties. Neither party shall without prior written consent of the other disclosure to any third party any confidential information obtained from the other in pursuance of this agreement.
2.6 Neither party shall do or say anything likely to lead to any person from the firm or company to withdraw from or cease to continue offering either the right to purchase, sale, import, distribution or agency then enjoyed by them. The price negotiation will be solely conducted by the Finder’s (agent) and the introducers (agent) and not by any other parties in open discussion, in particular the seller and buyer or their representatives. Otherwise they will be contractually bound from the entering into the negotiations with the other parties for 2 years.
2.7 If there is any doubt as to whether an entity, firm, company or an individual is the contract of either party, then the parties shall agree to matter in good faith. It is understood that it is possible that there are contacts currently known to both parties. If this is the case, then it is accepted as beingreasonable that in an event that one party may introduce a particular Property Transaction to a particular Contact, then in that case it is reasonable for that Party to have that contact deemed to be their contact in other Property Transaction if such Contact was first approached about it by the other party.
3.1 At any time during the period of two years from the date of this agreement, each party agrees that it shall not (and that it shall procure that members of the group of companies of which it is a part shall not) directly or indirectly:
(a) Solicit or entice any employee to leave the employment of any party;
(b) offer employment to or employ or offer to conclude any contract for service with any employee, or procure or facilitate the making of such any offer, by or on behalf of any person, firm or company who shall be in competition with either party: or
(c) Canvass, solicit or approach or cause to be approached in relation to a business which may in any way be in competition with either party.
4. No warranty or Representation
The seller’s Agent sources properties in the UK and abroad through a number of local experts and sources, and whilst the seller’s Agent takes all reasonable efforts to ensure that the property details are correct, the Seller’s Agent cannot be held responsible for any errors, omissions, or inaccuracies, in any of the supplied information of any kind, nor any loss arising from the information supplied. The Buyer’s Agent or any buyer of properties agrees that it is solely relying on such property details as provided by the person supplying such information, and no warranty or representation is hereby given by the Seller’s Agent.
5. Breach or Violation
The receiving party acknowledges that any breach or violation of the agreement is likely to cause loss or damage to the other party’s commercial interests and in that event the other party shall be entitled to claim reasonable damages in the event of breach, in addition to any other available remedies.
All payments of Finder’s Fee and or Introducers Fee shall remain due and payable in respect of the use of any contacts notwithstanding any purported termination of this agreement by one of the parties.
7. No Partnership
Nothing in this agreement shall be construed as creating a partnership or an employment relationship between the parties neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.
8. No Waiver
Failure by the disclosing party to enforce any accrued rights under this agreement is not be taken as or deemed to be waiver of those rights unless the disclosing parties acknowledge the waiver in writing.
It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this agreement shall be read and constructed independently of each other. Should any part of this agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clause.
No addition to or modification or any clause in this agreement shall be binding on the parties unless made by a written instrument and signed by the signatories to this agreement or their duty authorized representatives.
11. Whole Agreements
This agreement sets out the entire agreement and understanding of the parties and is in substation of any previous written or oral agreements between parties. This agreement may be signed by separate copies, which when taken together constitute a binding agreement.
12. Governing Law
This agreement will be interpreted in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of its courts.
13. Payment of Finder and introducer fee
Payment of all fees will be due upon completion of contracts unless where another date has been agreed in writing by both parties.
14. Successors and Assigns
This agreement shall be binding on the parties hereunder signed (so far as applicable) to their successors, assignees, agents and intermediates.
All parties and negotiators here-under hereby agree that any signed copy of this agreement, including copies delivered by e-mail, does establish an irrevocable and binding legal document.
SIGNED for and on the behalf of:
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