(A) As an investor who joins our situp they can either be looking to purchase properties or in some cases looking to offload some. As a company, we can help in both cases. We offer the services of many different options which we go through one by one depending on the investor’s circumstances and what they are trying to achieve. We have a team of professional salespersons who are here to help.
In many ways as if they were an Introducer who has clients for whom it offers the service of buying or arranging to buy their property, we do the same.
Some of the properties that we offer will be ones we have sourced ourselves or are in joint ventures with someone else.
(B) PLP wishes to be introduced to prospective investors/clients who may be interested in purchasing from our services.
PLP are willing to pay the Introducer a commission on the terms of this agreement if such prospective clients purchase services from it and the Introducer is willing to effect these introductions in return for a commission on the terms of their agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for usual banking business.
Capacity: as an agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Confidential Information: any 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.
Commencement Date: [DATE] Day that the investor joins.
Commission: If for whatever reason we do business with any investor who may earn commission then this means [PERCENTAGE] % of the payments received by PLP, in cleared funds, for each Relevant Sale payable to the investor.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or another image, tape, disk or other device or record embodying information in any form will be the property of ours from whatever we receive and vice versa for the investor.
Pre-existing Materials: all Documents, information and materials provided by PLP relating to the Services which existed before the commencement of this agreement, including computer programs, data, reports and specifications.
1.2 Clause 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 also includes faxes and e-mails.
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 References to clauses are to the clauses of this agreement.
2.1 PLP appoints the Investor on a non-exclusive basis to identify deals supplied by them for PLP and to make Introductions of such persons on the terms of this agreement.
- COMMISSION AND PAYMENT
3.1 The Investor shall be entitled to Commission following each Relevant Sale of any deals submitted and strictly conditional on PLP receiving payment for each Relevant Sale in cleared funds.
3.2 Any Commission payable according to this clause 3 shall be due to the Investor here as they will become an introducer and on the 15th day of each month (or on the next Business Day if the 15th day of the month falls on a Saturday, Sunday or public holiday) in which payment is received in cleared funds by PLP for a Relevant Sale. If PLP receives payment for any Relevant Sale in instalments, then Commission shall be calculated and paid on such instalments as they are received by PLP.
3.3 PLP shall within 15 days of the end of the month in which PLP receives the corresponding payment in cleared funds for any Relevant Sales send to the investor/Introducer a written statement setting out, in respect of that month:
(a) the Commission payable to the investor/Introducer;
(b) the payments received for each Relevant Sale and details of any sums due which have not been received; and
(c) how the Commission has been calculated.
3.4 Commission shall be payable to the investor/Introducer in pounds sterling.
3.5 All sums payable under this agreement:
(a) are exclusive of value-added tax or other applicable sales tax, which shall be added to the sum in question;
(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee shall cooperate in all respects and take all reasonable steps necessary to:
(i) lawfully avoid making any such deductions; or
(ii) enable the payee to obtain a tax credit in respect of the amount withheld.
3.6 If PLP fails to make any payment due to the investor/Introducer under this agreement by the due date for payment, then the investor/Introducer may charge PLP interest on the overdue amount at the rate of 3% per year above Barclays Bank plc’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. PLP shall pay the interest as soon as reasonably practicable following demand by the investor/Introducer.
3.7 PLP shall keep accounts and records giving correct and adequate details of all Relevant Sales entered into by PLP, all payments received for them and all deductions made in the calculation of the Commission. For the avoidance of doubt, all rights in such records (including database rights and copyright) shall belong to PLP.
3.8 If any dispute arises as to the amount of Commission payable by PLP to the investor/Introducer, the same shall be referred to PLP’s accountants for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
3.9 No Commission or other compensation shall be payable where:
(a) PLP contracts with a third party in the circumstances described in clause 2.7; and
(b) The investor/Introducer provides PLP with a Duplicate Lead.
3.10 Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and PLP’s obligation to pay the Commission to the investor/Introducer following it.
- OBLIGATIONS OF PLP
4.1 PLP must at all material times act in good faith towards the Investor.
4.2 PLP shall inform the Investor immediately if PLP suspends or ceases to perform any of the Services they are providing them with.
4.3 PLP shall not be responsible for any costs incurred by the Investorunder this agreement or otherwise.
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) or disclose to any third party (other than as permitted in clause
5.3), 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; or
(d) is agreed by the parties not be confidential or to be disclosable.
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) PLP may use all information disclosed to it by the Investor relating to the market for the Services in the development of its business and marketing to such Leads, both during and after the term of this agreement;
5.3 The Receiving Party may, to the extent necessary to implement the provisions of this agreement (but for no other reason), disclose the Disclosing Party’s Confidential Information:
(a) where necessary to comply with any law, regulation, order or legitimate request, to any relevant governmental or other authority or regulatory body;
(b) where the Receiving Party is a body corporate, to any member of the same group of companies; or
(c) to any employees, officers or representatives of the Receiving Party,
provided that, before any such disclosure the Introducer shall make those persons aware of its obligations of confidentiality under this agreement
5.4 The Receiving Party shall procure that members of its group of companies, its own employees, officers and representatives and those of members of its group of companies are made aware of and comply with the confidentiality obligations set out in this clause 5.
5.5 The Receiving Party shall make any relevant governmental or regulatory body aware of the confidentiality obligations set out in this clause 5 and shall use all reasonable endeavours to obtain an undertaking to comply with such obligations from any Prospective Clients, such undertaking to be directly enforceable by the Disclosing Party.
5.6 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Introducer from PLP shall be returned promptly to PLP on termination of this agreement, and no copies shall be kept.
- INTELLECTUAL PROPERTY RIGHTS
6.1 As between the Investor and PLP, all Intellectual Property Rights and all other rights in the Pre-existing Materials shall be owned by PLP.
6.2 The Investor accepts and warrants that:
(a) it shall keep in strict confidence all Intellectual Property including all technical or commercial know-how, specifications, inventions, processes or initiatives which are confidential and have been disclosed to the Investor by PLP, its employees, agents, consultants or subcontractors and any other confidential information concerning PLP’s business or its products which the Investor may obtain;
(b) it is only permitted to use the Intellectual Property for the purpose of and during the term of this agreement and only as authorised by PLP hereunder;
(c) other than to that extent, it has and shall have no right to use or to allow others to use the Intellectual Property or any part of it.
(d) it shall not use any trademarks, trade names or get-ups which resemble PLP’s trademarks, trade names or get-ups and which would therefore be likely to confuse or mislead the public or any section of the public; and
(e) it shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with the Intellectual Property.
6.3 Without prejudice to any other rights or remedies that PLP may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for PLP for any breach by the Investor of the terms of this agreement. Accordingly, PLP shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.
- COMMENCEMENT AND DURATION
This agreement shall commence on the day the investor joins. They can remain members until something happens that changes which means the administration will have to decide the way forward. All situations will be looked at and reviewed taking into account all the available evidence. Or until either party gives the other party 1 day’s notice to terminate or falls into the 8. Termination rules are laid out.
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 notice to the other party either by email, written or telephone call 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 7 days after being notified in writing/ email/ telephone call to make such payment;
(b) the other party commits a material breach of any material term of this agreement (other than failure to pay any amounts due under this agreement) and (if such breach is remediable) fails to remedy that breach within 7 days after being notified in writing/ email/ telephone call to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors intending to reschedule any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party;
(f) 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 its assets and such attachment or process is not discharged within 21 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
(h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs, or proceeding is taken, concerning 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(c) to clause 8(i) (inclusive); or
(k) the other party ceases or threatens to cease, to carry on all or substantially the whole of its business.
- CONSEQUENCES OF TERMINATION
9.1 Other than as set out in this clause, neither party shall have any further obligation to the other under this agreement after its termination.
9.2 The following clauses shall continue to apply after the termination of this agreement: clause 1, clause 3, clause 5 and clause 9 to clause 19 (inclusive).
9.3 Subject to the provisions of clause 9.5, termination of this agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
9.4 If any event occurs, or proceeding is taken, with respect to the Investor in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8(c) to clause 8(k) (inclusive), PLP shall be under no obligation to pay to the Investor any monies owed to it at the time the event occurs, including any Commission then due.
10.1 To protect PLP’s Confidential Information, Intellectual Property, Pre-Existing Materials and business connections to which the Investormay have access as a result of entering into this agreement, the Investor covenants with PLP that it shall not, during the term of this agreement and for  months after termination of this agreement:
(a) solicit or endeavour to entice away from PLP the business or custom of a Restricted Customer or Lead to provide goods or services to that Restricted Customer or Lead in competition with any of PLP’s Services;
(b) offer to employ or engage or otherwise endeavour to entice away from PLP any Restricted Person; or
(c) be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer or Lead in the course of any business concern which is in competition with PLP’s Services.
10.2 The restrictions imposed on the Investor by this clause 10 apply to the Investor acting:
(a) directly or indirectly; and
(b) on its behalf or behalf of, or in conjunction with, any firm, company or person.
10.3 Each of the restrictions in this clause 10 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
- INDEPENDENT STATUS
The Investor is an independent contractor, and nothing in this agreement shall constitute the creation, establishment or relationship of partnership, joint venture, agency or employer and employee between the parties unless contracts have been signed to the contrary.
- ENTIRE AGREEMENT
12.1 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.
12.2 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.
12.3 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 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).
- 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.
16.1 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.
16.2 If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the 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.
17.1 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 set out below:
(a) E Eureka Limited: Company Reg: Number: 04282980
(b) [PARTY2]: [CONTACT], [ADDRESS],
or as otherwise specified by the relevant party by notice in writing to each other party.
17.2 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 contact 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; or
(c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
17.3 A notice or other communication required to be given under this agreement shall not be validly given if sent by e-mail.
17.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- THIRD-PARTY RIGHTS
No person other than a party to this agreement shall have any rights to enforce any term of this agreement.
- GOVERNING LAW AND JURISDICTION
19.1 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 in accordance with the law of England and Wales.
19.2 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.