Terms and Conditions

These are the Terms & Conditions of Expat Property Investment Co UK Ltd of registered office (hereinafter referred to as the “Company”) which shall apply to ALL services provided by the Company to the Client.

1. Definitions

In these Conditions and any Fee Agreement entered into by any Client of the Company the following terms shall have the following meanings and effect:
“The Client” - means the company, firm or individual who purchases or agrees to purchase goods and/or services from the Company.
“Basic Charges” - means the Company’s charges for the provision of and/or in connection with the Services and/or other work carried out at the Client’s request in accordance with the Company’s charging rates from time to time applying.
“The Company” - includes, its successors and assigns and includes any subsidiary, parent or other company associated or affiliated with it.
“Disbursements” - means the payment by the Company of any expenses or fees on the Client’s behalf including without prejudice to the generality of the foregoing all out of pocket expenses, travelling fees, stationery costs, costs of consumable items, licence fees or other payments made on the Client’s behalf.
“Lien” - means the Company’s right to keep all papers, documents, money or other property held or produced on the Client’s behalf until such time as all monies due under this Agreement or any Fee Agreement are paid in full. A Lien may be applied after any Agreement ends.
“Liability Whatsoever” - includes without prejudice to the generality of the expression all liability in tort, contract, breach of representation or implied warranty or condition or such other duties at common law including liabilities for direct, indirect or consequential losses of whatever nature and howsoever caused or arising. The term shall not apply to liabilities for death or personal injury.
“Services” - means the sourcing of properties, liaising with professional bodies and companies providing introductions to suitable professional bodies for them to provide assistance with finance, legal matters, insurance and/or other professional bodies and/or other companies at the client’s request it being understood that the Company is acting as a referrer only to such bodies and will not be responsible for any advice offered by such professional.
“Payment Terms” - means the payment terms set out in any Fee Agreement, letter of engagement or periodical update of fees notified by the Company to the client from time to time.
“Confidential Information” - shall include but will not be limited to all information which is not publicly known including the business, finance, technology, trade secrets and other commercially sensitive information of either party regardless of its nature.
“Price” - means the price for the provision of the Services and/or other products or services provided by the Company to the Client.
“Rate(s)” - means the rate(s) for the time being applicable as notified by the Company to the Client from time to time in any letter of engagement, Fee Agreement or as otherwise notified to the client from time to time in respect of the Services.

2. The Services

2.1 The Company agrees to undertake and use their reasonable endeavours to carry out the specific instructions of the Client as set out in the Schedule hereto or otherwise set out in writing by the Client to the Company from time to time and accepted by the Company in writing upon these Terms & Conditions only which shall prevail over any other Terms & Conditions set out in any document from the Client.
2.2 The Company shall take all reasonable steps to complete the Services within the time scales intimated by the Company to the Client, however, time shall not be of the essence in respect of any Agreement or any of the Services or part of the Services thereof provided by the Company and the Company shall not be liable for any liability whatsoever either directly or indirectly attributable from the result of the late delivery of any goods, services, item or document.
2.3 The Client shall be solely responsible for ensuring the full and correct identification of the Services confirming that it complies with their requirements and is correct in all respects.
2.4 Where the Client requires the Company to provide any additional Services or to carry out further work or duties not ordinarily carried out by the Company and/or not set out in the Schedule herein the parties shall enter into a separate agreement in respect of the same and the Company will be under no obligation in respect of such further work until such time as the further agreement is signed on behalf of both parties.
2.5 The Company shall be entitled to determine the manner of delivery and/or the performance of any of the Services at their own discretion.
2.6 Any items or documents to be delivered by the Company on behalf of the Client shall be clearly marked with the name, address and other identification for the recipient such items being delivered to the Company or made available for collection by the Company in good time for the compliance with the Services set out in the Schedule.
2.7 Upon receipt of a mortgage offer obtained through the services of the client’s broker or finance company and/or exchange of contracts for purchase of property, the Services shall be deemed to have been satisfactorily concluded and the Client shall be bound to accept such mortgage offer and/or solicitors letter confirming exchange as conclusive proof of performance of the Services in accordance with this Agreement it being clearly understood that the Company is acting as referrer only to suitable brokers, solicitors and professional bodies and shall accept no responsibility for any advice offered by such professional bodies whatsoever.

3. Client’s Obligations

3.1 The Client shall:
3.1.1 enter into direct contractual relations with all professionals, individuals or companies such as all brokers, lenders, estate agents, letting agents, solicitors, management companies, etc and comply with all terms and conditions of such agreements including prompt payment of all fees in connection therewith and keep the Company indemnified from all liabilities in connection with the same;
3.1.2 make available to the Company and/or any appointed professional adviser full instructions and complete and accurate information to allow the Services to be carried out correctly and in accordance with this Agreement and in accordance with English and Welsh Law;
3.1.3 not ask the Company to work in an improper or unreasonable manner;
3.1.4 not deliberately mislead the Company or the Client’s professional advisers in any way with regard to the goods or Services to be provided and will provide full information and documentation when requested by the Company to the Company, any professional adviser or such other person or body nominated by the Company;
3.1.5 co-operate with the Company and all professional advisers fully and do all necessary things and execute all such documents to allow the Services to be carried out in a timely and conscientious manner;
3.1.6 ensure that an appropriate representative of the Client is available as may be required by the Company for clarification of any matters arising during the course of carrying out the Services.
3.1.7 ensure that you read and are satisfied with all information, documents or advice given by your professional advisers and keep the Company, its servants and agents indemnified in respect thereof;
3.1.8 promptly pay all fees due to the Company and/or any professional referred to the Client by the Company.

4. Charges and Expenses

4.1 In consideration for the Company carrying out the Services, the Client shall pay to the Company the price for the Services at the Rate(s) as set out in the Schedule hereto or in any letter of engagement, Fee Agreement or other notification given by the Company to the Client and which shall be invoiced to the Client in accordance with these Terms & Conditions of Business and such invoice shall be payable without set off or deduction of any kind whatsoever within fourteen days of date of the same.
4.2 In respect of any disbursement or other out of pocket expense or additional Services, the Client shall pay to the Company the amount invoiced by the Company without deduction or set off within fourteen days of invoice.
4.3 For all other invoices issued by the Company, the Client shall discharge in cleared funds all invoices submitted by the Company for the Services carried out at the Client’s request and under these Terms & Conditions within fourteen days of issue of the same.
4.4 The Company has the right to charge interest at a rate of 10% per annum above the base rate for the time being of Barclays Bank Plc on all outstanding sums due under any invoice or part thereof.
4.5 Any payments made by cheque shall not be deemed to have been made until the cheque has been honoured by the drawer’s bank and cleared in the Company’s bank account.
4.6 Failure to pay the price for any Services or goods supplied or any part of the price or any monies payable by the Client to the Company in accordance with these Terms will entitle the Company without prejudice to the Company’s other rights or remedies to refuse to make delivery of any further Services under this Agreement or under any other agreement without incurring any liability whatsoever to the Client.
4.7 Payments received by the Company shall be applied first in settlement to any charge to interest or other cost or expense howsoever invoiced or incurred by the Company and thereafter in settling the purchase price or principal sum(s) due to the Company.
4.8 The client hereby authorises the immediate payment of any invoice due from the Client to the Company to be paid out of any sums standing to his credit in any professional adviser’s client account and shall provide such further written evidence of consent/authority as may be required by such professional adviser to enable prompt payment of any fees due to the Company.
4.9 VAT or such other similar governmental tax or imposition at the applicable rate will be applied for all work carried out and will be paid in addition to the Charges as set out in the Schedule any Fee Agreement or other notification given by the Company.
4.10 Any quotation issued by the Company is based on the cost then obtaining of materials, labour, transport and/or other charges and such price(s) quoted are subject to a fair adjustment reflecting changes in the cost of the same incurred by the Company during the period between quotation and delivery of the goods and/or Services and the Company reserves the right to make additional charges for

5. Liability & Insurance

5.1 Save in respect of claims for death or personal injury arising from the Company’s own negligence, in no event shall the Company be liable for any liability whatsoever including any loss of data, lost profits, loss of anticipated savings, loss of business nor for any other damage that is an indirect or of a secondary consequence of any act or omission of the Company whether such damage was reasonably foreseeable or actually foreseen.
5.2 The Company shall not be liable for any loss or damage of whatsoever nature suffered by the Client arising out of or in connection with any breach of this Agreement by the Client or any act, misrepresentation or omission made on or on behalf of the Client or arising from any cause beyond the Company’s reasonable control.
5.3 Save in the case of personal injury or death the Company shall have a maximum liability to the Client under this Agreement or otherwise for any cause whatsoever (whether in the form of additional costs of remedial services or otherwise) for only direct costs and damages and in any event such sum will be limited to a sum equivalent to the price to be paid to the Company for the Services that are the subject of the Client’s claim.
5.4 The Client agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the Basic Charges have been calculated on the basis of these limitations and exclusions in this Clause and that the limitations contained in this Clause 5 are reasonable in the light of all the circumstances particularly in respect of the size and nature of the Company compared to the size and nature of the Client, its ability to obtain insurance and the Client agrees that it will effect such insurance as is suitable having regard to its particular circumstances and this Clause in these Terms & Conditions. The Client agrees to enter into his own direct contractual relationship with his professional advisers and shall satisfy himself as to their professional qualifications and competence and shall rely only upon representations made by the professional adviser and not on those made by the Company in respect of matters ordinarily dealt with by the Client’s professional advisers.
5.5 The Client’s statutory rights as a consumer (if any) are not affected. All liability that is not expressly assumed in this Agreement is excluded. These limitations will apply regardless to the form of action, whether under statute, in contract or tort, including negligence or any other form of action. For the purpose of this Clause 5 the Company includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of the liabilities set out above in terms of the Contracts (Rights of Third Parties) Act (1999) provided that nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentations, personal injury or death.

6. Term & Termination

6.1 These Terms & Conditions of Business shall continue in force until completion of the Services unless the Agreement is terminated in accordance with any of the provisions of this Clause 6.
6.2 Either party shall be entitled to terminate this Agreement forthwith at any time by written notice to the other party if:
6.2.1 the other party commits a material breach of any of the Terms of this Agreement and if the breach is capable of remedy fails to remedy the said breach within fourteen days after receipt of notice in writing to do so; or
6.2.2 the other party becomes subject to an Administration Order, a Receiver or Administrative Receiver or similar appointment or if an encumbrancer takes possession of any of the other party’s property or assets or if any other party enters into an agreement or composition with its creditors, ceases or threatens to cease to carry on business, becomes insolvent within the meaning of the Insolvency Act 1986 or ceases to be able to pay its debts as they fall due.
6.3 The Company may terminate this Agreement and/or any other Fee Agreement at any time by fourteen days notice in writing to the Client without having to give reasons and without being liable for any liability whatsoever occasioned by the Client in respect thereof howsoever arising.
6.4 Termination of this Agreement and these Terms & Conditions howsoever occasioned shall be without prejudice to any of the rights or remedies of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to continue in force on or after such termination.
6.5 As soon as is practicable after termination of this Agreement, the Company shall return to the Client all property, materials, documentation or any confidential information it has belonging to the Client save that the Company’s Lien in respect of such matters for unpaid fees or charges arising under these Terms & Conditions or any Fee Agreement of whatever nature shall remain in place and such property shall remain in the possession of the Company until such time as payment is made in full.

7. Confidentiality

7.1 “Confidential Information” shall mean all information disclosed by one party to the other including without limitation in any written document disclosed to or obtained by one party from the other or a third party and shall include but shall not be limited to information of any products, prices, charges, Fee Agreement, these Terms & Conditions of Business, financial matters, prices or rates and any document appended thereto and all information relating to the parties’ operations, processes, plans, intentions, products, information, know-how, designs, trade secrets, software, market opportunities, customers and business affairs.
7.2 Each party will take all proper steps to keep confidential all confidential information of the other which is disclosed to or obtained by it pursuant to these Terms and/or any Fee Agreement and will not divulge the same to any third party except to the extent that such confidential information becomes public through no fault of that party.
7.3 Notwithstanding the termination or expiry of this Agreement for whatever reason these obligations and restrictions shall continue after termination of the said Agreement.
7.4 Each party agrees to keep the existence of and the nature of any Fee Agreement and the provisions of these Terms & Conditions confidential and not to use the same with any other party in any publicity, advertisement or other disclosure with regard to this Agreement or these Terms without the prior written consent of the other party.
7.5 Nothing in this Clause shall prevent the Company from exploiting any inventions or software or other product or service that it develops during the term of the Agreement with the Client.

8. Interpretation

8.1 The Client shall indemnify the Company fully against any losses, liabilities, costs or expenses which the Company may incur as a result of any work done in accordance with the Client’s express specifications which involves or results in any infringement of any Intellectual Property Rights, breach of any statute, bye-law or which in any other respect causes the Company to be liable to any third party or any government authority in respect of any breach of statutory duty, tort or breach of contract or such other claim incurred as a result of information or requests made by the Client to the Company.
8.2 The Client undertakes that it will indemnify the Company in respect of all proceedings, costs, expenses, liabilities or damage arising out of the breach or negligent performance or failing of performance by the Client of the terms of these Terms & Conditions or any Fee Agreement or any letter of engagement or in respect of any act or omission of the Client, its officers, employees, agents or sub-contractors.
8.3 No provision in these Terms & Conditions shall operate so as to exclude any liability of any of the parties in respect of a fraudulent misrepresentation made by that party to the other or to restrict or exclude any remedy which the other party may have in respect of such misrepresentation.

9. Agency Partnership

9.1 This Agreement shall not constitute or imply any partnership, joint venture, agency or fiduciary relationship or other relationship between the parties other than a contractual relationship expressly provided for in these Terms & Conditions.
10. Entire Agreement
10.1 These Terms & Conditions supersede all prior agreements, arrangements and undertakings between the parties and constitutes the entire Agreement between the parties relating to the subject matter of this Agreement and supersede or will replace any matters that conflict with these Terms & Conditions in any Fee Agreement or letter of engagement.

11. Force Majeure

11.1 Notwithstanding anything else contained in this Agreement, the Company shall not be liable for any delay in performing its obligations under this Agreement nor for any losses in respect thereof if such delay is caused by circumstances beyond its reasonable control.
11.2 Without prejudice to the generality of the previous Clause, causes beyond the reasonable control of the Company will include:
11.2.1 acts of God, explosion, flood, lightening, tempest, fire or accident;
11.2.2 war, hostilities, invasion, act of foreign enemies;
11.2.3 rebellion, revolution, insurrection, military or usurped power or civil war;
11.2.4 riots, civil commotion or disorder;
11.2.5 acts, restrictions, regulations, bye-laws, refusals to grant licences or permissions, prohibitions or measures of any kind on the part of any governmental authority;
11.2.6 import or export regulations or embargoes;
11.2.7 strike, lock-outs or other industrial actions or trade disputes of whatever nature whether or not involving employees of the Company or any third party;
11.2.8 default of suppliers or sub-contractors for any reason whatsoever where such delay is beyond the reasonable control of the Company;
11.2.9 incompleteness or inaccuracies of any technical, financial or other information or other information or obligations which are the responsibility of the Client;
11.2.10 any failure, default, delay or non-performance of any act or omission of any nature whatsoever on the part of the Client, its employees, agents, suppliers or sub-contractors.

12. Notices

12.1 All notices under these Terms & Conditions or under any Fee Agreement shall be in writing and shall be deemed to have been duly given:
12.1.1 when delivered if delivered by hand during normal business hours;
12.1.2 when sent if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
12.1.3 on the second business day following mailing if mailed by national ordinary first class mail postage pre-paid.
In each case, all notices must be addressed to the most recent address, e-mail address or facsimile number notified to the other party.

13. Severance

13.1 If any provision of these Terms & Conditions is prohibited by law or adjudged by a Court of competent jurisdiction to be illegal, unlawful, void or unenforceable in whole or in part then the provision shall to the extent required be severed from these Terms & Conditions and be rendered ineffective as far as possible without modifying the remaining provisions of these Terms & Conditions and shall not in any way affect any of the circumstances of or the validity of or the enforcement of the other Terms & Conditions contained herein.
13.2 The Client and the Company agree that should any provision of these Terms & Conditions be invalid or unenforceable then they shall forthwith enter into in good faith negotiations to amend such provision in such a way that as amended it is valid and legal and to the maximum extent possible carries out the original intent of the parties as to the point(s) in question.

14. Waiver

14.1 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under these Terms & Conditions.

15. Time

15.1 The Company will use its reasonable endeavours to achieve completion of the Services in accordance with the time specified in any agreement, letter or otherwise sent to the client but each date appearing in any such agreement, letter or schedule is to be treated as an estimate only and time shall not be of the essence in respect of any aspect of the Services.

16. Sub-Contracting

16.1 The Company may perform any or all of its obligations under these Terms through agents or sub-contractors.

17. Third Parties

17.1 Except where expressly set out in these Terms & Conditions, the parties confer any rights to any third parties by virtue of these Terms & Conditions or any agreement and accordingly to that extent the Contract (Rights of Third Parties) Act (1999) shall not apply to this Agreement.

18. Law & Jurisdiction

18.1 This Agreement and any disputes in respect of the same shall be governed and construed in accordance with the laws of England and Wales.
18.2 With respect to any disputes arising in respect of the Services a representative of senior management of each of the parties shall meet in person within five days of written notification of the dispute and shall negotiate in good faith and attempt to resolve the dispute.
18.3 If the parties cannot resolve the dispute in accordance with the procedure set out in the previous clause they shall appoint a mediator by mutual agreement failing which a mediator shall be appointed by the President for the time being of the Law Society to assist the parties in resolving their dispute within thirty days of the written notice referred to in Clause 18.2.
18.4 If the parties cannot resolve the dispute by the procedures set out above the parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales for the purposes of hearing and determining any dispute arising out of this Agreement.
18.5 Whilst any dispute procedure under this Clause is in progress any party who has an obligation to make a payment to the other party shall make payment of the said sum to the other party without deduction or set off whatsoever.

19. General

19.1 In this Agreement, unless the context otherwise requires:
19.1.1 words importing the singular number includes the plural number and vice versa;
19.1.2 words importing persons include firms, companies, corporations and vice versa;
19.1.3 references to numbered clauses and schedules are reference to the relevant clause or schedule to these Terms & Conditions.
19.1.4 the headings of any clause and paragraph in these Terms & Conditions shall not affect their interpretation.
19.1.5 any reference to any enactment include reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bye-law made under that enactment.
19.1.6 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done.
19.1.7 any party who agrees to do something shall be deemed to fulfil that obligation if that party procures that it is done.
19.1.8 in the case of conflict or ambiguity between any provision contained in the body of these Terms & Conditions and any provision contained in any schedule, letter of engagement, Fee Agreement or other letter from the Company to the Client the provision in the body of this Agreement shall take precedence.
19.1.9 nothing in these Conditions shall exclude or restrict the statutory rights of the Client who deals as a consumer within the meaning of the Unfair Contract Terms Act 1977 as amended.
19.1.10 no change, alteration or modification to these Terms & Conditions or any Agreement shall be valid unless in writing and signed by duly authorised representatives of both parties.

20. Protection of Personal Data and Privacy

20.1 The Company warrants that it is properly registered under the Data Protection Act 1998 for obtaining, storage and use of personal data as may be required in the performance of this Agreement.
20.2 All parties agree to comply with all regulations and provisions under the Data Protection Act 1998 and any other directions issued by the Information Commissioner in the use of the Services.
20.3 Pursuant to the Data Protection Act 1998 the Client can enquire as to whether such information is being held and to whom it may be passed. The Client’s statutory rights with regard to personal data are fully preserved.

21. Refund Policy

21.1 You Have The Right To Cancel Within Seven Working Days After The Date The Order Was Made Or Written Confirmation Was Received. Your Decision To Cancel Must Be Made In Writing By Letter, Fax Or E-Mail.
21.2 We Will Reimburse Your Money Within 30 Days Of Written Notification.
21.3 Refunds Will Only Be Considered After The Initial Seven Day Cooling Off Period At The Discretion Of Expat.

Example Schedule

By this Agreement between Expat Property Investment Co UK Ltd.

(the "Company") and ..................................(the "Client")

It is mutually agreed that the Company will provide services as specified below, and the Client will pay the Company the amounts due for the said services subject to the Terms and Conditions overleaf.

The Company will source suitable properties for the Client to purchase, will assist the Client to negotiate a satisfactory purchase price and will assist with all the arrangements required for the Client to complete the purchase. Upon satisfactory completion, the Client will pay a fee to the Company of:-

0.75% of the the purchased price, subject to a minimum charge of £500 and a maximum charge of £5000

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