France terms & conditions
(A) The Introducer has a large number of contacts, and can meet further contacts, worldwide, who may be interested in purchasing a property from the Vendor.
(B) The Vendor wishes to be introduced to such contacts, and is willing to pay the Introducer a commission on the terms of this agreement if such contacts purchase the property in question.
(C) The Introducer is willing to introduce contacts to the Vendor in return for commission as specified in this agreement.
1. DEFINITIONS Advertising Services:
the advertising services as described in clause 3.1.
has the meaning given to it in clause 7.
means the fees or commissions payable by the Vendor to the Introducer under clauses 4.1and 4.2.
the facilitating services as described in clause 3.2.
the provision to the Vendor of the contact details of a Prospective Client who knows the Introducer and who is interested in or wishes to purchase a property from the Vendor. Introduce, Introduces and Introduced shall be interpreted accordingly.
for each Prospective Client, the date during the term of this agreement on which the Introducer first Introduces such Prospective Client to the Vendor.
the property as described in Schedule 1 being sold by the Vendor.
a person to whom the Vendor has not at any time previously been in bona fide negotiations with to sell the Property in the 12 months before the Introduction Date.
The Vendor appoints the Introducer on a non-exclusive basis to identify Prospective Clients for the Vendor and to make Introductions of such persons on the terms of this agreement.
No later than 14 days after the Commencement Date the Vendor and the Introducer shall jointly agree in writing the terms of the sale of the Property and the sort of Prospective Clients the Introducer shall seek before the Introducer approaches such Prospective Clients or makes any Introductions in respect of them.
The Introducer shall:
(a) use its best endeavours to make Introductions of Prospective Clients agreed pursuant to clause 2.2;
(b) report to the Vendor from time to time on progress made with Prospective Clients; and
(c) comply with all reasonable and lawful instructions of the Vendor.
The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Vendor in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Vendor, and shall only act in an advisory capacity for the sale of the Property to the Prospective Clients.
The Vendor is responsible, at its own expense, for providing the Introducer with all marketing materials the Introducer requires in order to carry out its obligations under the terms if this agreement for the sale of the Property.
Where a Prospective Client is Introduced by the Introducer and the Prospective Client then introduces the Vendor to a third party who purchases the Property from the Vendor, the Introducer shall, by virtue of such initial Introduction, be deemed to have Introduced the third party to the Vendor, and shall still be liable to pay any Commission due under clause 4.
3. INTRODUCER SERVICES 3.1
If the Vendor engages the Advertising Services of the Introducer, the Introducer will:
(a) Advertise the Property as being for sale via various property selling websites as the Introducer see fit from time to time;
(b) Contact the Vendor if the Introducer receives any enquires from a Prospective Client;
(c) Liaise between the Prospective Client and the Vendor or the Vendors authorised keyholders for the Prospective Client to view the Property (please note the Introducer has no responsibility for showing any properties themselves);
(d) If the Vendor needs the assistance of a caretaker to carry out the viewing of the Property with the Prospective Client, the Introducer will make the necessary arrangements for a caretaker to access the Property with the agreement of the Vendor, and the Vendor will be responsible for any additional caretakers fees; and
(e) Provide such services for a fixed term of 12 months and at the expiry of those initial 12 months, the Vendor will be automatically signed up for an additional 12 month fixed term for the Advertising Services unless the Vendor provides to the Introducer not less than 4 weeks written notice to terminate the Advertising Services, such notice to expire on or before the end of the initial 12 month term (or on or before the end of any additional 12 month terms).
If the Vendor engages the Facilitating Services of the Introducer, the Introducer will:
(a) provide advice to the Vendor in order to initiate a sale;
(b) Liaise directly with the notaire in France (who will be appointed to deal with all of the conveyancing aspects of the transaction) and all other parties up to the completion of the sale in order to help facilitate the completion of the sale and minimise delays;
(c) If required, and if instructed to by the Vendor, arrange for any mandatory diagnostic inspections of the Property; and
(d) Liaise with all parties to assist the notaire in obtaining all the required documentation for both the Prospective Client and the Vendor.
The Introducer will act for the Vendor in a purely facilitative capacity and the Introducer will not in any way advise or assist the Vendor in the legalities of the Property sale, all of which will be carried out by a notaire, as appointed and instructed by the Vendor.
The Introducer will not provide any financial advice to the Vendor in connection with the sale of the Property.
The Introducer will at no point hold any money on account, whether received by the Prospective Client or the Vendor, where such monies relate to the sale of the Property, which shall all be dealt with by the notaire, except for the receipt of any Commission due to the Introducer under the terms of this agreement.
4. COMMISSION AND PAYMENT4.1
If the Introducer is engaged to provide the Advertising Services, the Introducer shall be entitled to a guaranteed Commission of £299 (sterling) for each 12 month fixed term the Introducer is engaged for in accordance with clause 3.1(e), such sum to be paid at the time the Vendor enters into this contract with the Introducer.
If the Introducer is engaged for the Facilitating Services, the commission due and payable to the Introducer shall be dependant upon the agreed purchase price of the property being sold, as follows:
|Agreed purchase price (€ Euros)
||Commission (£ Sterling)
|Up to €200,000
|€200,001 - €350,000
|€350,001 - €500,000
And such Commission will be payable to the Introducer:
(a) 50% on the first day after the 10 day cooling off period that follows the parties signing the notaire's draft contract for the sale of the Property provided that the prospective purchaser does not withdraw from the contract within such period ; and
(b) The balance upon the successful completion of the sale of the Property.
(c) The draft contract may contain a condition suspensive, which after the 10 day cooling period could, in accordance with the conditions of the draft contract, allow the Buyer to withdraw from the purchase of the property. In such a case the 50 per cent commission paid to the Introducer under Clause 4.2 (a) should be refunded to the Vendor.
If the Buyer defaults under the conditions of the draft contract then the money paid under clause 4.2 (a) is not refundable.
Commission shall be payable to the Introducer in pounds sterling, unless otherwise agreed by the Introducer in writing.
All sums payable under this agreement shall be paid in full without any deductions except where the payor is required by law to deduct withholding tax from sums payable to the payee.
If the Vendor fails to make any payment due to the Introducer under this agreement by the due date for payment, then, without limiting the Introducer's remedies under clause 8, the Vendor shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Vendor shall pay the interest together with the overdue amount.
Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and the Vendor's obligation to pay Commission to the Introducer in accordance with it.
5. OBLIGATIONS OF THE VENDOR5.1
The Vendor must at all material times act in good faith towards the Introducer.
The Vendor shall provide the Introducer at all material times with all accurate information that the Introducer reasonably requires to carry out its duties, including marketing information for and details of the Property, and information about the Vendor.
In addition to 5.2, the Vendor will, upon completion of this agreement, complete and return a copy of Schedule 1 to the Vendor providing all the information required.
The Vendor shall inform the Introducer immediately if the Vendor decides to not sell the Property, or decides to change any of the term of sale for the Property.
The Vendor shall at its own expense comply with all applicable French and English laws and regulations relating to the sale of the Property and any other activities under this agreement, as they may change from time to time, and with any conditions binding upon the Vendor in any applicable licences, registrations, permits and approvals.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Prospective Clients of the other party, except Each party may disclose the other party's confidential information to its representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7. COMMENCEMENT AND DURATION
This agreement shall commence on the date when it has been signed by all the parties (Commencement Date) and shall continue, unless terminated earlier in accordance with clause 8, until either party gives to the other party 4 weeks' written notice to terminate.
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(f) the other party is the subject of a bankruptcy petition or order;
(g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(h) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(d) to clause (g) (inclusive);
(i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(j) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
The Introducer may terminate this agreement on notice with immediate effect if the Vendor is in breach of its compliance obligations in clause 5.5.
9. CONSEQUENCES OF TERMINATION9.1
On termination of this agreement, the following clauses shall continue in force: clause 1, clause 3, clause 6 and clause 9 to clause 12 (inclusive).
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.
10. MISCELLANEOUS 10.1
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.
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 and each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. 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).
This agreement is personal to the parties and neither party shall 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.
If any provision or part-provision of this agreement is or becomes 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, or failing such agreement, 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.
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
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 the address given at the beginning of this agreement 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, pre-paid airmail, commercial courier, or email.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.1; 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 pre-paid airmail at 9.00 am on the fifth 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.
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.
12. 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).