Terms and conditions
Epsilon FS Ltd, of Henstaff Court, Llantrisant Road, Groesfaen, Cardiff, CF72 and incorporated and registered in England and Wales with company number 10278485 (Epsilon FS Ltd).
1.1. The Client appoints Epsilon FS Ltd to act as its exclusive agent in connection with the sale of their business and Epsilon FS Ltd accepts such appointment.
2. Commencement and duration
2.1. The Term of this agreement (“the Term”) shall commence on the date agreed and shall continue for a minimum period of twelve (12) months continuing thereafter until termination by one of the parties giving to the other not less than twenty eight (28) days notice in writing.
2.2. Notwithstanding clause 2.1 the Term shall automatically expire on completion of the sale of the Business and / or Assets subject to all fees owed having been paid in full.
3. Financial matters
3.1. In consideration of the services provided by Epsilon FS Ltd the Client shall within seven (7) days of the date of this agreement pay Epsilon FS Ltd a retention fee (“Retainer”) of agreed amount plus VAT or applicable local taxes.
3.2. A retention fee of agreed amount is payable monthly for a following five (5) months.
3.3. A retention fee of agreed amount is payable monthly for the following six (6) months.
3.4. In addition to the Retainer the Client shall pay a commission (“The Commission”) of agreed percentage of the applicable sale price plus VAT where applicable. Payment of the Commission will be due within seven (7) days upon the occurrence of any one of the following events:
3.4.1. If unconditional contracts for the sale of the business and/or property are concluded or exchanged during the period which you have sole selling rights even if the purchaser was found not by you but by another agent or by any other person or means including me/us.
3.4.2. If unconditional contracts for the sale of the business and/or property are concluded or exchanged after the termination of the period in which you have sole selling rights but to a purchaser who was introduced to me/us during that period or with whom we had negotiations or discussions about the business and/or property during that period.
3.4.3. If a sale or transfer of shares (either in part or in full) should take place or a sale or transfer of assets, either during the agency period or after termination of the said period but to a party who was introduced during the period or who expressed an interest during the period.
3.5. In the event that Epsilon FS Ltd incurs any expenses in connection with the performance of this Agreement and such expenses have been previously approved by the Client then the Client shall reimburse those expenses upon request by Epsilon FS Ltd.
3.6. Epsilon FS Ltd shall be entitled to accept monies paid as deposit for the sale and purchase of the Assets and shall be entitled to retain such monies or part thereof as payment of any monies owed to it under this Agreement.
4. Epsilon FS Ltd
4.1. Epsilon FS Ltd shall use all reasonable endeavours to procure a buyer for the Assets and secure a sale for the Assets.
4.2. Epsilon FS Ltd shall act in good faith with regards to the Clients interests and comply with the Clients reasonable instructions.
5.1. The client shall act in good faith towards Epsilon FS Ltd and shall not do anything that may hinder or delay the performance of this Agreement.
5.2. For the purpose of this agreement I/we accept that I/we shal have been deemed to have prevented you from selling my/ours business and/or property and as a result agree to compensate Epsilon FS Ltd by way of payments of full commission agreed in clause 3.4.
- Fail to pay the agreed retention fee by the agreed payment date
- Fail to allow interested parties to view during the currency of this agreement
- Make any representation howsoever to any interested party that should deter them progressing negotiations further
- Should refuse to provide you with the name and address of the solicitors and/or accountants acting on my/our behalf
- Should refuse or fail to make available to your or your clients any information that you deem necessary to assist you with the sale including copies of trading accounts
- Have provided you or your any prospective purchaser false or misleading information in relation to current turnover and/or profits, rental details, planning details, lease details or statutory regulations
- Close the business or surrender the lease
- If I/we instruct another agent in the sale during the period that we have sole selling rights
- Failure to arrange an energy performance certificate through Epsilon FS Ltd when required to do so by law.
5.3. The Client shall provide Epsilon FS Ltd with all reasonable assistance to enable Epsilon FS Ltd to perform this Agreement and shall provide access to Assets and accurate up to date information concerning the Assets and Audited Trading Accounts as and when required.
5.4. The Client indemnifies Epsilon FS Ltd against any loss or liability arising out of Epsilon FS Ltd’s performance of this agreement (save the neglect or default of Epsilon FS Ltd).
5.5. The Client warrants that it has the power and authority to enter into this Agreement as the owner of the Business/Property and/or Assets or the duly authorised representative of the same.
5.6. I/We give you our irrevocable authority to release and/or promote following completion of a sale, including full details of the transaction details.
6. Entire agreement
6.1. This agreement constitutes the whole agreement between the parties and supersedes any previous agreement, understanding or agreement between them relating to the subject matter of this Agreement.
6.2. In entering into this Agreement neither party has relied on any statement, representing or assurance of any person prior to the date of this Agreement and which is not contained herein.
7. Law and jurisdiction
7.1. This Agreement shall be governed by, and constructed in accordance with, the law of England and Wales whose courts shall have exclusive jurisdiction.