This website is owned, controlled, operated and administered entirely within the
Vimark Solutions Limited (“we”, “us”, “our(s)”). Company registered in England No:
VAT No: GB 899 3680 47.
These terms and conditions apply to all visitors of our website.
we ask is that as a visitor and/or buyer (“you”, “your(s)”) you agree to abide by
the following terms and conditions. Your continued use of this website means that
you accept those changes.
Take a few minutes to look them over because by using our
site, you automatically agree to them. If you don’t agree, please do not use our
We reserve the right to make any modifications that are deemed necessary
at any time by posting them on our website. Please continue to check these terms
to see what those changes may be!
We have taken every effort to design our website
to be useful, informative, helpful and honest. Hopefully we’ve accomplished that
— and would ask that you let us know if you’d like to see improvements or changes
that would make it even easier for you to find the information you need and want.
(A) We provide a service to people who wish to sell their property quickly and have
the opportunity of introducing buyers to investors including investors who belong
to an investor club.
(B) This Agreement regulates the terms on which we is prepared to introduce sellers
to you, whether you are an individual investor or an investor club. The terms set
out below are the terms that we and you agree will apply in the event of we introducing
a seller to you for your own investment purposes or for purposes of investment by
a member, owner or officer of an investor club.
1. Definitions and Interpretation
Headings in this agreement are for guidance only and they do not form part of the
agreement for interpretation purposes.
This agreement will be interpreted solely in accordance with English law and is subject
to the exclusive jurisdiction of English courts of law.
Reference to a particular gender includes other genders unless expressly stated otherwise
and reference to the singular includes the plural and vice versa.
All parties acknowledge that before signing this agreement they have made sure that
any important warranty, representation or condition made prior to the date of this
agreement (including any prior existing agreement) have been expressly incorporated
into this agreement and therefore they agree that any prior representations, warranties
or agreements will no longer have effect once this agreement becomes effective.
“Introduction Schedule” means a schedule confirming details of an introduction made
to you by We in the blank form attached;
“sale” means any transaction whereby a seller of a property agrees either to sell
all its interest in the property or to grant a long lease (here meaning over 21 years)
of the property or enters into an unconditional agreement to do so.
2. Sale Commission
2.1 If We introduces a prospective seller to you and the seller subsequently completes
one or more sales of property to you (or, in the case of you being an investor club,
to a member, owner or officer of the investor club) at any time within two years
of the date of introduction, you will pay commission on the sale price of each property
to We at the rate specified in the Introduction Schedule and, in the absence of any
rate specified in an Introduction Schedule or of an Introduction Schedule at all,
at the rate of 1.5% of the sale price of each relevant property up to 15% below-market-value.
2.2 These terms shall apply to all sale transactions made between a seller and you
(or, in the case of you being an investor club, between a seller and a member, owner
or officer of the investor club) during the two-year period from the initial introduction
of the seller.
2.3 Nothing in this agreement will oblige us to make introductions to you.
3. Payment Terms
3.1 You will pay the commission due to We within the 7 days of:
3.1.1 (where you are an investor club and charge commission to investors) receipt
of its own commission from the investor making the purchase of the property from
the relevant seller;
3.1.2 (where you are an investor or an investor club where no commission is charged
for any reason) within 7 days of completion of the relevant transaction.
3.2 Where you are an investor club that makes a commission charge to an investor
for the introduction of a seller, you agree to use all reasonable efforts to procure
payment by the relevant investor including, if payment has not been secured within
90 days of the due date, taking legal proceedings against the relevant investor unless,
in the opinion of reasonably experienced counsel, you have little or no reasonable
prospect of recovery of the monies or the relevant investor has been adjudicated
bankrupt or, in the case of a body corporate, is in liquidation.
3.3 Where you are an investor club that makes a non-refundable charge or deposit
for introducing sellers to investors you agree to apply all such monies (or such
part of it as will cover the full amount due to We where such payment exceeds the
relevant commission) towards the commission due to We on the due date irrespective
of whether the relevant investor has paid the balance due to you by that date.
3.4 Any overdue monies shall bear interest at the rate of 8% above the prevailing
base rate of National Westminster Bank PLC.
4.1 In this agreement “Confidential Information” shall include all information which
is now or may at any time in the future be in the possession of a party and which
relates to its actual or proposed business activities, finances and potential sellers
of property and potential investors. The term Confidential Information shall not
apply to information which:-
4.1.1 is already in the possession of the recipient party before its disclosure by
4.1.2 is in the public domain at the time of disclosure or subsequently comes into
the public domain through no fault of the recipient party;
4.1.3 is lawfully disclosed to the recipient party by a third party who, so far as
the recipient party is aware, was not under an obligation of confidentiality in respect
of the information.
4.2 Each party agrees to use the Confidential Information it may receive at any time
solely for the purposes of the introducing property sellers to potential investors
pursuant to this agreement and not for any other purpose whatsoever.
4.3 Each party agrees to treat all Confidential Information as being strictly private
and confidential to take all necessary steps to protect it from being disclosed to
any third party (save for members where you are an investor club) other than as required
by law or any regulatory authority.
4.4 Each party agrees to ensure that Confidential Information is only disclosed to
those employees, agents, contractors and members of the recipient party as is necessary
under this agreement and to notify (and to take all reasonable steps to ensure compliance
by) all such employees agents, contractors and members receiving Confidential Information
of the terms of this clause 4.
4.5 Each party agrees to keep all documents and materials containing Confidential
Information in a safe and secure place and not to copy or allow to be copied any
such documents or materials and to return on request by the disclosing party all
such documents and materials.
4.6 The delivery of documents and materials containing Confidential Information shall
not amount to a licence in favour of the recipient to use copy or in any other way
deal with the Confidential Information or any related documents and materials.
4.7 This Agreement is binding upon the parties and their associated companies and
associates (as defined by the Income and Corporation Taxes Act 1988), and the successors
and assignees of the parties and their associated companies and associates and you
agree to ensure that where you are an investor club you will not disclose to any
member any Confidential Information including but not limited to the details of any
proposed seller until the member has entered into a legally binding agreement to
observe the terms of this clause 4 and in particular not to disclose the name of
any proposed seller to a third party.
5. Relationship Management
5.1 You agree to keep us regularly and fully informed about the progress of any transaction
and to secure such a commitment to keep us informed from all investors where you
are an investor club.
5.2 You agree that we may on 7 days’ written notice attend your premises and inspect
your records to enable us to verify commission entitlement and payment. If on such
an inspection we ascertain any material under-declaration or underpayment of commission
you agree to bear the cost of our inspection.
6.1 You may not assign this agreement at any time.
6.2 This agreement forms the whole agreement and any prior agreement is superseded
by it. Any prior representations upon which either party is depending are expressly
excluded save to the extent they are included in this agreement or were fraudulent.
This agreement may not be varied without the written consent signed by duly authorised
representatives of each of party.
6.3 If for any reason any term or condition is held unenforceable, it will be severable
from any other restrictions which remain in full force and effect.
6.4 If either of party does not fully enforce any rights under this agreement at
any time, it will not prevent that party from doing so later in respect of a particular
breach or any future breach.
6.5 Any notice served pursuant to this agreement must be in writing, addressed to
one of us at the relevant last known address and sent by:
6.5.1 first class mail, in which case the notice will (if properly addressed) be
deemed received (if posted on a working day) on the next working day or (if not posted
on a working day) within two working days; or
6.5.2 by email or fax, in which case the notice will (if properly addressed) be deemed
received immediately if received before 5:30pm on a working day but if later, then
on the next working day provided the notice is also posted by first class mail and
6.6 Neither party is responsible for any breach of this agreement insofar as that
breach is a result of something beyond that that party’s reasonable control (as appropriate)
but if that situation arises, whichever party is relying on this clause will do everything
it reasonably can to overcome that problem as soon as possible.
6.7 This agreement is not intended to benefit anyone other than the parties to it.
6.8 In the event of a dispute which cannot be resolved between the parties, either
party may refer the matter to mediation before instituting legal proceedings and
to attempt in good faith to settle the dispute through mediation.
6.9 No relationship of partnership, joint venture or employment is intended to be
created by this agreement.
Restrictions on Use of Our Online Materials All Online Materials on this or any UrgentPropertySale.com
or We Solutions operated site, including, without limitation, text, software, names,
logos, trademarks, service marks, trade names, images, photos, illustrations, audio
clips, video clips, and music are copyrighted intellectual property.
All usage rights
are owned and/or controlled / licensed by us. You may not, however, copy, reproduce,
republish, upload, post, transmit or distribute online materials in any way or for
any other purpose unless you get our written permission first.
Limitations of Our Liability We do not accept liability for any loss or damage you
incur as a result of the use of our website. These include (but are not limited to)
loss or liability caused by any:
use of (or inability to use) the site or any site to which you link from our site; failure
of our site to perform in the manner you expected or desired; error, omission or defect
on our site;
delay in operation or transmission or interruption of availability of our site; computer
virus or line failure – we use an up-to-date virus checker before uploading content
to our site but cannot guarantee it is free of viruses, worms, Trojans or other device
designed to adversely affect the operation of computer systems, so we advise you
to take and safely regular backups of your system.
Our liability to you in contract
law is in any event limited.
We do not offer advice and except for loss or damage
for death or personal injury caused by one of our officers or employees, we do not
accept responsibility for loss arising from negligence or any other head of claim
Please note that in any event we are not liable for:
- any indirect loss or liability whether or not reasonably expected to result from
a situation (known in legal terms as “indirect consequential damages")
- other miscellaneous damages and expenses resulting directly from a loss or liabilities
of any nature (save death and personal injury caused by our negligence)(known in
legal terms as "incidental damages").
Subject to the above exceptions, we are not liable even if we’ve been negligent or
if our authorised representative has been advised of the possibility of such loss
or liability or both.
Links to Other Sites We sometimes provide referrals to and links
to other websites from our website. Such links are not an endorsement, approval or
agreement with any information or resources offered at such sites.
If in doubt, always
check the Uniform Resource Locator (URL or “Web address”) showing in your Web browser
to see if you are still in the vimarksolutions.com site or have moved to another
We do not accept responsibility for the content or practices of third party
sites that may be linked to our web site.
Termination of this Web Site and Our Dealings We
may terminate all or any part of this Web site without notice to you.
We also reserve
the right to refuse any order without justification at any time – if we do so without
justification however, we will not charge any administration fee. Applicable Laws
and Jurisdiction Our website is aimed primarily at the UK market and these terms and
conditions will be governed by, construed and enforced in accordance with English
law and any disputes with us will be subject to the exclusive jurisdiction of English
courts of law.
Resolution of disputes If a dispute arises under this agreement, you
agree first to try to resolve it with the help
of a mutually agreed-upon mediator in London.
Any costs and fees other than legal
fees associated with the mediation will be