BACKGROUND:
These Terms and Conditions are the standard terms for the provision of services by P&A Property Sourcing Ltd T/A Pluxa Property (the Company) a Private Limited Company registered in England under number 11977438, whose registered address is Lonsdale House, 52 Blucher Street, Birmingham, B1 1QU. These Terms and Conditions apply to all customers of the Company unless expressly stated otherwise.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Calendar Day” means any day of the year;
“Cash Flow Booster Packages” Quantum 3 Package, Quantum 5 Package and Quantum 10 Package;
“Contract” means the contract for the provision of Services, as explained in Clause 2;
“Fee” means the price payable for the Services;
“Full Hands Off Deal” A deal and/or an Order which will be managed by the Company or by Pluxa Ltd T/A Pluxa Stays (Company Reg: 12484956)
“Management Fee” The management fee payable pursuant to the Pluxa Management Agreement
“Month” means a calendar month;
“Order” means your order for the Services as attached;
“Order Confirmation” means Our acceptance and confirmation of your Order as described in Clause 3;
“Self Managed Deal” A deal and/or Order which the Customer shall manage themselves.
“Services” means the services which are to be provided by Us to you as specified in clause 2;
“We/Us/Our” means P&A Property Sourcing Ltd T/A Pluxa Property a Private Limited Company registered in England under number 11977438, whose registered address is Lonsdale House, 52 Blucher Street, Birmingham, B1 1QU.
1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail or fax or
other means.
2. Services
2.1 We agree to carry out the following services for our customers:
2.1.1 We agree to carry out regular searches on your behalf with the intention of finding a suitable property to either purchase or rent. Any such properties will be listed on our website.
2.1.2 We agree to provide you with information relating to any successful searches by way of providing a Property Marketing Document. The property marketing document provided will include details of the information about the property collated by us for information purposes and on a non-reliance basis only.
3. VIP Customer:
3.1 To Qualify as a VIP Customer, a customer must:
3.1.1 Pay a fee of £500 plus VAT for the first year of membership;
3.1.2 Pay a fee of £450 plus VAT (10% discount) for every subsequent year of membership in a lump sum or by way of monthly instalments of £50 plus VAT a month.
3.2 VIP Customers will receive the following benefits/additional services:
3.2.1 As and when they become available, we will provide the VIP Customer with Rent to Rent and Purchase deals prior to such properties being available to the public;
3.2.2 We will provide VIP Customer with details of property deals 24 hours prior to them being listed on our online “live deals” page which lists the properties offered pursuant to clause 3.2.1;
3.2.3 We will provide access to our Cash Flow Booster Quantum packages;
3.2.4 VIP Customer will receive a 5% discount from the Sourcing Fee set out in clause 11.1.2;
3.2.5 VIP Customers will also have the option of a bespoke sourcing service by requesting this from the Company. The terms of the bespoke sourcing service will be decided solely by the Company.
4. Full Hands Off and Self Managed Deals:
4.1 Upon completing an Order, all Customers will enter into either a Full Hands Off or Self Managed deal with the Company.
4.2 The Company shall decide in its sole discretion whether to offer a Full Hands Off or Self Managed deal to the Customer.
4.3 If a Customer enters a Full Hands Off deal, then the Customer must enter into a separate management agreement with the Company or one of its sister companies within 3 working days of the Order Confirmation.
4.4 If the Customer enters a Self Managed deal, the Customer can appoint any managing agent to act on their behalf to manage the property purchased/rented via the Company.
5 Quantum 3 Package Customers:
5.1 To qualify as a Quantum 3 Package Customer, a customer must:
5.1.1 Have completed three Orders with Us;
5.1.2 be a VIP Customer
5.2 Quantum 3 Package Customers will receive the following benefits/additional services:
5.2.1 As and when they become available, we will provide the Quantum 3 Package Customer with Rent to Rent and Purchase deals prior to such properties being available to the public;
5.2.2 We will provide Quantum 3 Customer with details of property deals 24 hours prior to them being listed on our online “live deals” page which lists the properties offered pursuant to clause 5.2.1
5.2.3 Quantum 3 Package Customers will receive a 10% discount in total from the Sourcing Fee set out in clause 11.1.2
6 Quantum 5 Package Customers:
6.1 To qualify as a Quantum 5 Package Customer, a customer must:
6.1.1 Have completed five Orders with Us;
6.2 be a VIP Customer Quantum 5 Package Customers will receive the following benefits/additional services:
6.2.1 As and when they become available, we will provide the Quantum 5 Package Customer with Rent to Rent and Purchase deals prior to such properties being available to the public;
6.2.2 We will provide Quantum 5 Customer with details of property deals 24 hours prior to them being listed on our online “live deals” page which lists the properties offered pursuant to clause 6.2.1
6.2.3 Quantum 5 Package Customers will receive a 10% discount in total from the Sourcing Fee set out in clause 11.1.2
7 Quantum 10 Package Customers:
7.1 To qualify as a Quantum 10 Package Customer, a customer must:
7.1.1 Have completed ten Orders with Us;
7.1.2 Be a VIP Customer
7.2 Quantum 10 Package Customers will receive the following benefits/additional services:
7.2.1 As and when they become available, we will provide the Quantum 10 Package Customer with Rent to Rent and Purchase deals prior to such properties being available to the public;
7.2.2 We will provide Quantum 10 Customer with details of property deals 24 hours prior to them being listed on our online “live deals” page which lists the properties offered pursuant to clause 7.2.1
7.2.3 Quantum 10 Package Customers will receive a 10% discount in total from the Sourcing Fee set out in clause 11.1.2
8 Your Obligations
8.1 To pay any and all sums due under any and all agreements/contracts entered into between you and Us including those set out in these Terms and Conditions.
8.2 In the event that you wish to proceed to purchase or rent a property found by Us, you must enter a ‘Property Investors – Finders Fee Agreement’ a copy of which will be provided to you.
8.3 You are solely responsible for undertaking any further legal or other due diligence regarding the property and proceed to purchase or rent at your own risk.
8.4 Upon signing the Property Investors – Finders Fee Agreement, you must provide Us with photographic ID and recent proof of funds and proof of income to our complete satisfaction.
8.5 To provide Us and/or our solicitors with any further documents and/or information they require to comply with Anti-Money Laundering legislations in the UK.
8.6 To provide Us and/or our solicitors with 3 years trading history or satisfactory reference checks for a suitable guarantor if requested.
9 The Contract
9.1 These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and you. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask Us for clarification.
9.2 Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at our discretion, accept.
9.3 A legally binding contract between Us and you will be created upon our acceptance of your Order, indicated by Our Order Confirmation. Order Confirmations will be provided in writing via email.
9.3.1 We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction:
9.3.1.1 The main characteristics of the Services;
9.3.1.2 Our identity and contact details (as set out below in Clause 17);
9.3.1.3 The total Price for the Services including taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
9.3.1.4 The arrangements for payment, performance and the time by which (or within which) We undertake to perform the Services;
9.3.1.5 Our complaints handling policy;
9.3.1.6 Where applicable, details of after-sales services and commercial guarantees;
9.3.1.7 The duration of the Contract, where applicable, or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract.
9.4 We reserve the right to require a suitable guarantor in the event that You do not have three years trading history. If you are unable to find a suitable guarantor, then we may require you to pay 3-6 months rental payments up front.
10 Orders
10.1 All Orders for Services made by you will be subject to these Terms and Conditions.
10.2 All Orders must be made through our website or other means approved by the Company.
10.3 The Company has 30 days following an Order to provide the Customer with the relevant contracts and agreements for signature. This period may be extended if there is a delay from any of the other parties involved (i.e. property owner/agents).
11 Price and Payment
11.1 Upon placing an Order, our fee for providing the relevant Services are as follows:
11.1.1 A non-refundable admin fee of £300 plus VAT on all Orders;
11.1.2 The Sourcing Fee of £3,000 plus VAT for an Order relating to rental properties; and
11.1.3 2% of the gross final purchase price for an Order relating to purchase properties
11.2 For Orders relating to serviced accommodation, the sum of £5,000 plus VAT will be payable for the initial part of the content package within 72 hours of making the Order. Failure to make this payment may result in the Order being cancelled and no refund will be given.
11.2.1 The final content package value may differ from the initially indicated £5,000 plus VAT value on a project by project basis. The final value and invoice will be provided on the completion of the project on or before the serviced accommodation property goes live.
11.3 The fees set out in clause 11.1 may change at any time, but these changes will not affect Orders that We have already accepted.
11.4 All prices exclude VAT except where expressly mentioned.
11.4.1 We accept the following methods of payment:
11.4.2 Bank Transfer
11.4.3 Credit or Debit Card
11.5 Credit and/or debit cards will be charged upon making an Order
11.6 If you do not make payment to Us by the due date as shown on our invoice we may charge you interest on the overdue sum at the rate of 4% per annum above the base lending rate of Barclays Bank from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
12 Providing the Services
12.1 As required by law, we will provide the Services with reasonable skill and care, consistent with usual practices and standards in the property industry, and in accordance with any information provided by Us about the Services and about Us.
12.2 We will begin providing the Services for VIP Customers on the date confirmed in Our Order Confirmation.
12.3 We will continue providing the Services for the VIP Customer for a period of one year and then every year that the VIP membership is renewed.
12.4 We will make every reasonable effort to complete the Services on time (and in accordance with your Order). We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 15 for events outside of Our control.
12.5 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible.
12.6 If the information or action required of you under sub-Clause 12.5 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, We may charge you a reasonable additional sum for that work.
12.7 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 12.5, We may suspend the Services (and will inform you of that suspension in writing).
12.8 In certain circumstances, for example where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue. Unless the issue is an emergency and requires immediate attention We will inform you in advance in writing before suspending the Services.
12.9 If the Services are suspended under sub-Clauses 12.7 or 12.8, you will not be required to pay for them during the period of suspension. You must, however, pay any invoices that you have already received from Us by their due date(s).
12.10 If you do not pay Us for the Services as required by Clause 8, We may suspend the Services until you have paid all outstanding sums due. If this happens, We will inform you in writing.
12.11 We cannot accept liability for acts or omissions whether negligent or otherwise on part of the independent experts/contractors such as Solicitors, Surveyors, financial service providers, tradesman etc whether or not such independent experts/contractors have been recommended to you or appointed to act on your behalf by Us.
12.12 We cannot accept any responsibility for if the investment property was to decrease or increase due to the multiple market factors neither we can accept liability for the change in profitability of Rent to Rent or a Purchase property deal.
13 Problems with the Services and Your Legal Rights
13.1 We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services We request that you inform Us as soon as is reasonably possible in writing.
13.2 We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.
13.3 We will not charge you for remedying problems under this Clause 13 where the problems have been caused by Us, any of our agents or employees or sub-contractors or where nobody is at fault. If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by you, sub-Clause 12.6 will apply and We may charge you for remedial work.
13.4 As a client, you have certain legal rights with respect to the purchase of services. For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau. If We do not perform the Services with reasonable skill and care, you have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you, you have the right to a reduction in price.
13.5 If the Services are not performed in line with information that We have provided about them, you also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you (or if Our breach concerns information about Us that does not relate to the performance of the Services), you have the right to a reduction in price. If for any reason We are required to repeat the Services in accordance with your legal rights, We will not charge you for the same and We will bear any and all costs of such repeat performance. In cases where a price reduction applies, this may be any sum up to the full Price and, where you have already made payment(s) to Us, may result in a full or partial refund. Any such refunds will be issued without undue delay (and in any event within 14 calendar days starting on the date on which We agree that you are entitled to the refund) and made via the same payment method originally used by you unless you request an alternative method. In addition to your legal rights relating directly to the Services, You also have remedies if We use materials that are faulty or incorrectly described.
14 Our Liability
14.1 We are not responsible or liable for incorrect or inaccurate information provided in the property marketing document and you must undertake your own due diligence with regards to any information provided by us.
14.2 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable.
14.3 We make no warranty or representation that the Services and/or properties are fit for commercial, business or industrial purposes of any kind. We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
14.4 We will not be liable for loss of or decreased investments and we do not guarantee any return on any investments made by You. You must undertake your own legal and other due diligence and cannot rely on the information provided by Us.
14.5 The information within the Property Marketing Documents are estimates only and are for information purposes only and provided on a strictly non reliance basis. We will not be liable for any losses or charges incurred as a result of the information therein.
14.6 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
14.7 Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a client. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau.
15 Events Outside of Our Control (Force Majeure)
15.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
15.2 If any event described under this Clause 15 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
15.2.1 We will inform you as soon as is reasonably possible;
15.2.2 Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
15.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
15.2.4 If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to Cancel under sub-Clause 16.4.3. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation notice;
15.2.5 If the event outside of Our control continues for more than 21 weeks, We will cancel the Contract in accordance with Our right to cancel under sub-Clause 16.6.3 and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice.
16 Cancellation / Termination
16.1 We reserve the right to terminate the Contract and the Property Investors – Finders Fee Agreement if we/our Solicitors are not satisfied that Anti-Money Laundering legislations and/or any other legal requirements have been complied with.
16.2 If, following an Order, the Order cannot be completed for any reason outside of Your control, and you subsequently cancel the Order, we will refund your money in full as soon as possible.
16.3 Once We have begun providing the Services, you are free to cancel the Services and the Contract at any time by giving Us 28 days written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 8.
16.4 If any of the following occur, you may cancel the Services and the Contract immediately by giving Us written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 8. If you cancel because of Our breach under sub-Clause 16.4.1, you will not be required to make any payments to Us. You will not be required to give 28 days notice in these circumstances:
16.4.1 We have breached the Contract in any material way and have failed to remedy that breach within 1 month of you asking Us to do so in writing; or
16.4.2 We enter into liquidation or have an administrator or receiver appointed over Our assets; or
16.4.3 We are unable to provide the Services due to an event outside of Our control (as under sub-Clause 15.2.4); or
16.4.4 We change these Terms and Conditions to your material disadvantage.
16.5 Once We have begun providing the Services, We may cancel the Services and the Contract at any time by giving you 2 weeks written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 11.
16.6 If any of the following occur, We may cancel the Services and the Contract immediately by giving you written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 8. We will not be required to give 28 days notice in these circumstances:
16.6.1 You fail to make a payment on time as required under Clause 8 (this does not affect our right to charge interest on overdue sums under sub-Clause 8.1); or
16.6.2 You have breached the Contract in any material way and have failed to remedy that breach within 14 days of Us asking you to do so in writing; or
16.6.3 We are unable to provide the Services due to an event outside of Our control (for a period longer than that in sub-Clause 15.2.5).
16.7 For the purposes of this Clause 16 a breach of the Contract will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party (i.e. you under sub-Clause 16.4.1 and Us under sub-Clause 16.6.2). In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.
17 Communication and Contact Details
17.1 If you wish to contact Us, you may do so by telephone at 01217218653 or by email at info@pluxa-property.co.uk.
17.2 In certain circumstances you must contact Us in writing (when cancelling an Order, for example, or exercising your right to cancel the Services). When contacting Us in writing you may use the following methods:
17.2.1 Contact Us by email at info@pluxa-property.co.uk; or
17.2.2 Contact Us by pre-paid post at Lonsdale, House, 52 Blucher Street, Birmingham, B1 1QU,
18 Complaints and Feedback
18.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
18.2 All complaints are handled in accordance with Our complaints handling policy and procedure, as set out in these Terms and Conditions.
18.3 If you wish to complain about any aspect of your dealings with Us, including, but not limited to, these Terms and Conditions, the Contract, or the Services, please contact Us in one of the following ways: 18.3.1 By email, to complaints@pluxa-property.co.uk with COMPLAINTS as the subject
18.3.2 you can also discuss a complaint by contacting Us by telephone on 01217218653
18.4 Upon receipt of a complaint by email, we will acknowledge receipt within 7 days and reply to your complaint within 7 days thereafter.
18.5 If you feel your complaint has not been dealt with within 30 working days of your initial written complaint, then you may contact the Property Redress Scheme or consider Alternative Dispute Resolution under clause 21.
19 How We Use Your Personal Information (Data Protection)
19.1 All of your dealings with us are confidential. We will not disclose details of your dealings with us, or even the fact that you are a client, to any third party without your consent.
19.2 We use the information you give to us primarily for the provision of the services to you and for related purposes including updating and improving client records, analysis to help us manage our company, statutory returns and legal and regulatory compliance
19.3 Our use of that information is subject to your instructions, the Data Protection Act 2018, General Data Protection Regulation (GDPR) and our duty of confidentiality. All of your personal data will be processed in accordance with our Privacy Policy which is available on request. Please note that our work for you may require us to give information to third parties. You have a right of access under data protection legislation to the personal data that we hold about you.
20 Other Important Terms
20.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
20.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
20.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
20.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
20.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
20.6 The Contract entered into between the parties is a commercial agreement, not a consumer agreement and therefore no consumer rights such as cooling-off periods or refunds shall be applicable unless expressly agreed or stated by Us.
21 Alternative Dispute Resolution
21.1 If any dispute arises in connection with an Order or the Services, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by agreement between the parties. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute, referring the dispute to mediation.
21.2 If there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the parties cannot agree within 14 working days from the date of the ADR Notice, where appropriate, in conjunction with the mediator, CEDR will be requested to decide that point for the parties having consulted with them.
21.3 Unless otherwise agreed, the mediation will start not later than 28 working days after the date of the ADR notice. No party may commence any court proceedings in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
22 Confidentiality
22.1 This Agreement, and its terms and conditions, and the substance of all investments briefs or information relating to the services are private and confidential and shall not be disclosed by the Parties to any third party without prior written consent given on behalf of each of the other Parties, other than (a) to its legal or other professional advisers, auditors or insurer, (b) as required by law or regulation, and/or (c) as far as necessary to implement and enforce any of the terms of this Agreement.
22.2 You must not disclose any documents or contact the seller/vendor or Landlord directly or indirectly relating to the services and/or the investment brief or disclose any copy of any such document so far as the same were not documents in the public domain (the ‘Confidential Information’) and you further agree not to divulge any Confidential Information to any other person without the prior written consent of Us.
22.3 If the Agreement is terminated, you must destroy all electronic records of such documents within its control within 21 days of the date of this Agreement.
22.4 You agree not to make any verbal or written statements, or cause or encourage (and should actively discourage) others to make any verbal or written statements that in any way criticise the business reputation, practices, or conduct of Us, including and not limited to our employees, officers or directors (past or present). You acknowledge and agree that this prohibition extends to written or verbal statements made to any third party, including but not limited to the news media, public forums (including on the internet), any board of directors, industry analysts, competitors, business partners, vendors, employees (past and present), suppliers or potential suppliers and associated companies. You understand and agree that any breach of this clause 22 shall be a material breach of this Agreement, that damages may not be sufficient remedy and that in the event of such a breach the aggrieved party is entitled to seek injunctive relief.
23 Governing Law and Jurisdiction
23.1 These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
23.2 You will benefit from any mandatory provisions of the law in your country of residence.
23.3 Any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales.
24 Non-Circumvention
24.1 You must not:
24.1.1 engage in direct communications with the Company’s customers, landlords, investors, partners, designers, manufacturers or suppliers of equipment or technology (the “Confidential Information”), except as permitted by the Company
24.1.2 purposefully undermine or circumvent the Company’s efforts and activities relating to the business undertaken by the Company or purchase or rent of any properties introduced to you by us
24.2 The obligations of the Customer pursuant to this Clause shall continue for 24 months from the date these Terms and Conditions are applicable.
24.3 In the event that You breach this clause 24, you will be liable to pay us our Sourcing Fee as set out in these Terms and Conditions as well as any other costs that we have incurred
by 
