MarvelSuccess

Terms and Conditions – Property Sourcing Agents

  1. Definitions

In these Property Sourcing Agents Terms and Conditions (“Terms and Conditions”), the following definitions shall apply:

Affiliate: means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity.

Agreement: means the Registration Form and these Terms and Conditions.

Bribery Laws: means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: the commencement date of the Agreement as may be specified in the Registration Form.

Commission: means 20% of the Sourcing Fee.

Communication: means a complaint, request or other communication (but excluding any Data Subject Request) relating to either party’s obligations under any Data Protection Laws in connection with the Agreement and/or the processing of any of the Shared Personal Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a Data Protection Supervisory Authority relating to the foregoing (and Communicator means the Data Protection Supervisory Authority, Data Subject or other person initiating or conducting a Communication).

Company: Marvel Property Consultancy Ltd. incorporated and registered in England and Wales with company number 13517291 whose registered office is at 20-22 Wenlock Road, London, N1 7GU.

Confidential Information: means the trade secrets, confidential or sensitive information or knowledge and know-how including all confidential, financial, trade, customer, transaction, system and processing information and data of either party disclosed to the other which is stated to be or should be reasonably understood to be confidential.

Content: means any and all content and materials made available by or produced by the Property Sourcing Agent supplied to the Company for the purposes of publishing it to the Website, including (without limitation) property details and any Intellectual Property Rights.

Control: means the beneficial ownership of more than 50% of the issued share capital of a company or legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be interpreted accordingly.

Controller: has the meaning given in applicable Data Protection Laws.

Data Protection Laws: means, as applicable to either party and/or to the rights, responsibilities and/or obligations of either party in connection with the Agreement: (a) the GDPR;(b)the Data Protection Act 2018;(c) the Privacy and Electronic Communications (EC Directive) Regulations 2003;(d) any other applicable law relating to the processing, privacy and/or use of Personal Data; (e) any laws which implement or supplement any such laws; and (f) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

Data Protection Supervisory Authority: means any regulator, authority or body responsible for administering Data Protection Laws.

Data Subject: has the meaning given in the Data Protection Laws.

Data Subject Request: means a request made by a Data Subject to exercise any right(s) of Data Subjects under Chapter III of the GDPR or under any similar Data Protection Laws in relation to any of the Shared Personal Data or concerning the processing of such data.

Fees: means the Subscription Fee and Commission.

GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).

HMRC: Her Majesty’s Revenue and Customs.

Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Investor: means any investor user registered on the Website.

Month: means the period of one calendar month from the Commencement Date and each successive calendar month during the term of the Agreement and Monthly shall be interpreted accordingly.

Permitted Lawful Basis: means (a) the data subject has given consent to the processing of his or her personal data for one or more specific purposes; (b) processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract; (c) processing is necessary for compliance with a legal obligation to which the controller is subject; (d) processing is necessary in order to protect the vital interests of the data subject or of another natural person; (e) processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller; (f) processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data, in particular where the data subject is a child.

Permitted Purpose: means for the purpose of securing a property purchase in the United Kingdom.

Permitted Recipients: means the Property Sourcing Agent’s employees and agents who need access to the Shared Personal Data for the Permitted Purpose.

Personal Data: has the meaning given in the Data Protection Laws.

Personal Data Breach: has the meaning given in the GDPR.

Privacy Policy: means the Company’s privacy policy as published on the Website and as amended from time to time.

Processing: has the meaning given in the Data Protection Laws (and related expressions, including process, processed and processes shall be construed accordingly).

Property Sourcing Agent: means any property sourcing agent user registered on the Website.

Purchase Price: means the purchase price as set out in the Relevant Contract.

Registration Form: means the registration form on the Website to be completed by the Property Sourcing Agent.

Relevant Contract: a contract for the purchase of a property in the United Kingdom entered into between a seller and an Investor introduced by the Company to the Property Sourcing Agent through the Website.

Relevant Purchase: completion of a Relevant Contract.

Services: means the services to be provided by the Company to the Property Sourcing Agent, including but not limited to: (a) use of the Website; (b) enabling the Property Sourcing Agent to upload Content to the Website; (c) displaying the Property Sourcing Agent’s properties on the Website; (d) advertising services; (e) access to the Company’s database of Investors; (f) the provision of a chat functionality enabling the Property Sourcing Agent to liaise directly with Investors; and (g) any other services provided by the Company from time to time.

Shared Personal Data: means Personal Data received by the Property Sourcing Agent from or on behalf of the Company, or otherwise made available by the Company for the Permitted Purpose.

Sourcing Fee: means the finding fee (exclusive of VAT) due by the Investor to the Property Sourcing Agent on completion of a Relevant Purchase.

Subscription Fee: means a one-off subscription fee of £3,000.00 for the provision of the Services.

Website: means the website located at www.marvelsuccess.co.uk owned, maintained and operated by the Company.

  1. Agreement between the Company and the Property Sourcing Agent
  1. No Agreement shall subsist until:
  1. unless waived by the Company, a Registration Form has been completed by the Property Sourcing Agent and is received by the Company; and
  1. the later of the Commencement Date and the Company commencing provision of the Services,

whereupon the Company and the Property Sourcing Agent shall be deemed to have entered into a legally binding Agreement on these Terms and Conditions set out herein.

  1. The Agreement shall be between the Company and the Property Sourcing Agent and shall comprise the Registration Form and these Terms and Conditions, which together shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions. Each party acknowledges that, in entering into the Agreement, it does not rely on anything that is not set out in the Registration Form and these Terms and Conditions.
  1. In the event of any conflict between these Terms and Conditions and the Registration Form, these Terms and Conditions shall prevail.
  1. The Company reserves the right to reject any Registration Form and/or to refuse to enter into an Agreement or provide any Services to a third party at its absolute discretion, including where it believes:
  1. that the party does not satisfy the eligibility criteria; or
  2. that the quality of the Property Sourcing Agent’s Content is not or will not be of professional standard comparable with that of its Property Sourcing Agents generally.
  1. Services

The Company shall provide the Services to the Property Sourcing Agent in accordance with the Registration Form and shall be entitled in its absolute discretion to vary the Services from time to time without notice to the Property Sourcing Agent. Any changes to the Services will be posted on the Website.

  1. Obligations of the Property Sourcing Agent
    1. The Property Sourcing Agent shall:
  1. at all times comply with its obligations under the Agreement;
  1. at all times act diligently and in good faith towards the Company and the Investor;
  1. use all reasonable endeavours to provide the Company with such information the Company reasonably requires to carry out its obligations, in particular, it shall promptly provide the Company with the date contracts are exchanged and inform the Company once completion of the Relevant Purchase takes place;
  1. not do anything which shall harm the reputation of the Company.
  1. The Property Sourcing Agent warrants and represents that:
  1. it is a Property Sourcing Agent and that it does not act as a consumer in relation to the Agreement;
  1. any individual who has signed and/or otherwise agreed to these Terms and Conditions (as updated from time to time) on its behalf has the requisite corporate authority to contract on behalf of that Property Sourcing Agent;
  1. any Content shall comply with all applicable laws, regulations and codes of practice in the United Kingdom (as amended from time to time) and shall not infringe any Intellectual Property Rights;
  1. it is responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of the Property Sourcing Agent’s knowledge and belief and the Property Sourcing Agent shall promptly update or correct Content on becoming aware of any errors or inaccuracies;
  1. it has authority to market the properties in the Content;
  1. it has read and will abide by all notices posted on the Website from time to time that are relevant for the provision of the Services;
  1. it will abide by any applicable industry code of conduct, recommendations or guidelines issued by any relevant trade organisation, including the National Landlords Association and the Residential Landlord’s Association, and will abide by all applicable laws and regulations applying to or affecting Property Sourcing Agents;
  1. it is registered with:
  1. a recognised redress scheme, such as The Property Ombudsman;
  1. the Information Commissioner’s Office;
  1. the National Landlords Association and/or the Residential Landlords Association; and
  1. HMRC.
  1. it has in place and maintains sufficient professional indemnity insurance; and
  1. it shall comply with the Privacy Policy at all times, during the term of the Agreement.
  2. Fees
    1. The Property Sourcing Agent shall pay the Company:
  1. the Subscription Fee upon completion of the Registration Form.
  1. the Commission in respect of each and every:
  1. Relevant Purchase during the term;
  1. Relevant Purchase after the term, provided always that the Investor was initially introduced by the Company through the Website during the term.
  1. Within 10 Business Days of the end of each Month, the Property Sourcing Agent shall provide to the Company a statement clearly setting out the following details:
  1. the Relevant Purchases in that Month and in respect of each such Relevant Contract, the Purchase Price;
  1. the details of sums received and not received under such Relevant Contracts;
  1. the Commission due that Month; and
  1. the method of calculation of the Commission.
  1. Each party shall keep records of the matters referred to in the Agreement, during the term and for 10 years from its termination.
  1. The Company reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days’ written notice to the Property Sourcing Agent. Any Services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.
  1. Invoicing and Payment
    1. On receipt of the statement under paragraph 5.1.3, the Company shall issue an invoice within 5 Business Days and the Property Sourcing Agent shall pay the Commission upon presentation of the invoice.
  1. Fees may be paid by credit or debit card (or by such method as may be agreed in writing by the Company). Where payment is to be made by credit or debit card the Property Sourcing Agent hereby authorises the Company to charge the relevant credit or debit card on the due date (being the date of the invoice issued in accordance with paragraph 6.1 (above)).
  1. In the event that the credit or debit card provided to the Company expires or is cancelled, the Property Sourcing Agent shall within one Business Day of such expiry or cancellation, provide the Company with details of an alternative credit or debit card.
  1. Time of payment is of the essence. If the Property Sourcing Agent fails to make any payment by the due date, the Company shall be entitled to:
  1. terminate the Agreement or suspend the provision of the Services; and
  2. charge interest on such sums at the rate of 4% per annum above the base rate of Barclays Bank plc from time to time in force and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
  1. Amounts payable to the Company shall be paid in pounds sterling.
  1. Commission is exclusive of VAT, sale or other taxes or duties applicable for the time being prescribed by law by any authority in or outside the United Kingdom, where applicable, VAT shall be payable in addition to the Fees.
  1. Termination of the Agreement, howsoever arising, shall not affect the continuation in force of paragraphs 5 and 6 of these Terms and Conditions and the Property Sourcing Agent’s obligations to pay the Commission to the Company in accordance with it.
  1. Compliance with laws

Each party shall at its own expense comply with all laws and regulations relating to its activities under the Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

  1. Anti-bribery
    1. For the purposes of this section, the expressions “adequate procedures” and “associated with” shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
  1. The Property Sourcing Agent shall ensure that it and each person referred to in paragraphs 8.2.1 to 8.2.3 (inclusive) does not, by any act or omission, place the Company in breach of any Bribery Laws. The Property Sourcing Agent shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that:
  1. all of the Property Sourcing Agent’s personnel and all direct and indirect agents and other intermediaries;
  1. all other associated with the Property Sourcing Agent; and
  1. each person employed by or acting for or on behalf of any of those persons referred to in paragraphs 8.2.1 and/or 8.2.2, involved in connection with the Agreement so comply.
  1. Without limitation to paragraph 8.2, the Property Sourcing Agent shall not make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such bribe, improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
  1. The Property Sourcing Agent shall immediately notify the Company as soon as it becomes aware of a breach or possible breach of any of the requirements in this paragraph 8.
  1. Any breach of paragraph 8 by the Property Sourcing Agent shall be deemed a material breach of these Terms and Conditions that is not remediable and shall entitle the Company to immediately terminate the Agreement by notice under paragraph 11.2.
  1. Non-circumvention
    1. The Property Sourcing Agent agrees that it shall not circumvent the spirit of the Agreement in an effort to make a financial gain and shall observe good faith regarding non-circumvention.
  1. The Property Sourcing Agent shall procure that its officers, employees, agents, advisers or other representatives, and each member of its group and their respective officers, employees, agents, advisers and other representatives (“Representatives”), comply with the provisions of this paragraph 9 as if they were the Property Sourcing Agent.
  1. Save as provided for in the Services which are made available to the Property Sourcing Agent through the Website, it is expressly agreed that the identities of the Investors, any individual or entity and any other third parties (including, without limitation, clients, financial sources and consultants) made available by the Company and any related business opportunity shall constitute Confidential Information and the Property Sourcing Agent or its Representatives shall not (without the prior written consent of the Company):
  1. directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any such third party identified or Investor introduced by the Company; or
  1. seek to by-pass, compete, avoid or circumvent the Company from any business opportunity by utilising any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.
  1. The Property Sourcing Agent covenants that any financial gain made by it, or any associated party from a breach of paragraph 8.3 shall be held on trust for the benefit of the Company and then be transferred to a nominated account of the Company, until which time such outstanding amount shall incur interest at the rate of 4% per annum above Barclays Bank plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and the Property Sourcing Agent shall pay the interest together with the overdue amount.
  1. Paragraph 9.4 does not affect the Company’s ability also to claim for damages should the Property Sourcing Agent breach the covenants in paragraph 9.3 in any way.
  1. Termination of the Agreement, howsoever arising, shall not affect the continuation in force of this paragraph 9 and the Property Sourcing Agent’s obligation regarding non-circumvention.
  1. Confidentiality
    1. The Property Sourcing Agent agrees that it shall keep any information that is confidential in nature concerning the Company and its Affiliates including, any details of its business, affairs, customers, clients, plans or strategy, confidential and that it shall not use or disclose the Company’s Confidential Information to any person, except as permitted by paragraph 10.2.
  1. The Property Sourcing Agent may:
  1. disclose the Confidential Information to those Representatives (as defined in paragraph 9.2 (above)) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under the Agreement, provided that the Property Sourcing Agent must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this paragraph as if it were a party;
  1. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
  1. use Confidential Information only to perform any obligations under the Agreement.
  1. The Property Sourcing Agent recognises that any breach or threatened breach of this paragraph 10 may cause irreparable harm for which damages may not be an adequate remedy for the Company. Accordingly, in addition to any other remedies and damages, the Property Sourcing Agent agrees that the Company may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
  1. The Property Sourcing Agent shall indemnify and keep indemnified and hold harmless the Company from and against any losses, damages, liability, costs (including legal fees) and expenses which the Company may incur or suffer as a result of or arising from any breach by the Property Sourcing Agent of its obligations under this paragraph 10.
  1. To the extent that any Confidential Information is Shared Personal Data such Confidential Information may be disclosed or used only to the extent that such disclosure or use does not conflict with any of the provisions of paragraph 10.
  1. This paragraph 10 shall bind the parties for the duration of the Agreement and for a period five years following termination.
  1. Term and Termination
    1. The Agreement shall commence on the Commencement Date and shall continue unless terminated in accordance with this paragraph 11.
  1. Either party may terminate the Agreement:
  1. by immediately giving written notice to the other party if the other party persistently breaches the Agreement; or
  1. on 20 Business Days’ written notice to the other party if the other party is in material breach of the Agreement save that if the other party remedies the breach to the satisfaction of the party which served the termination notice before the expiry of the 20 Business Days’ notice period, the notice of termination shall be.
  1. Without affecting any other right or remedy available to it, the Company shall be entitled to terminate the Agreement with immediate effect by giving one month’s written notice to the Property Sourcing Agent if:
  1. in the reasonable opinion of the Company, any act or omission of the Property Sourcing Agent diminishes the relationship with the Investor or has an adverse impact on the reputation of the Company;
  1. the Property Sourcing Agent commits a material breach of any term of the Agreement and such breach is not remediable;
  1. the Property Sourcing Agent has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within 30 days following receipt of notification that the payment is overdue;
  1. the Property Sourcing Agent repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the Agreement;
  1. the Property Sourcing Agent 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;
  2. 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 the Property Sourcing Agent;
  1. 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 Property Sourcing Agent;
  1. the holder of a qualifying floating charge over the assets of the Property Sourcing Agent has become entitled to appoint or has appointed an administrative receiver;
  1. a person becomes entitled to appoint a receiver over the assets of the Property Sourcing Agent or a receiver is appointed over the assets of the Property Sourcing Agent;
  1. any event occurs, or proceeding is taken, with respect to the Property Sourcing Agent in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraph 11.3.5 to paragraph 11.3.9 (inclusive);
  1. the Property Sourcing Agent suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
  1. there is a change of Control of the Property Sourcing Agent (within the meaning of section 1124 of the Corporation Tax Act 2010).
  1. Consequences of Termination
    1. On termination of the Agreement, the following paragraphs of these Terms and Conditions shall continue in force: paragraph 1, paragraphs 5 and 6, paragraphs 9 and 10 and paragraphs 11 to 18 (inclusive).
  1. On termination of the Agreement for whatever reason:
  1. all Commission and any other sums due from the Property Sourcing Agent to the Company shall immediately become payable and the Property Sourcing Agent shall immediately pay the Company such sums in full; and
  2. the Property Sourcing Agent shall immediately cease using the Services and permanently delete any access password for the Services and Confidential Information that was made available to the Property Sourcing Agent. The Company may at its absolute discretion enable the Property Sourcing Agent to complete any Relevant Purchases which have not completed.
  1. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
  1. Data Protection
    1. Each party shall be a Controller of the Shared Personal Data. If the parties share the Shared Personal Data, it shall be shared and managed in accordance with the terms of this paragraph 13.
  1. The Property Sourcing Agent shall at all times comply with all Data Protection Laws in connection with the exercise and performance of its respective rights and obligations under the Agreement and the processing of the Shared Personal Data. This paragraph allocates certain rights and responsibilities among the parties as enforceable contractual obligations between themselves, however nothing in this paragraph 13 is intended to limit or exclude either party’s responsibilities or liabilities under any Data Protection Laws.
  1. The Company shall ensure prior to sharing the Shared Personal Data with the Property Sourcing Agent that privacy notices have been made available to each relevant Data Subject. During the Term of the Agreement, the Company shall notify the Property Sourcing Agent if it becomes aware that a relevant Data Subject has requested that their Shared Personal Data is no longer processed by either party for the Permitted Purpose.
  1. The Property Sourcing Agent shall ensure that at all times:
  1. it shall undertake all processing of the Shared Personal Data only for the Permitted Purpose in accordance with the Agreement and in all respects in accordance with all Data Protection Laws;
  1. it shall undertake processing of the Shared Personal Data only to the extent consistent with the Permitted Lawful Basis;
  1. it shall not by any act or omission cause the Company (or any other person) to be in breach of any Data Protection Laws; and
  1. it shall promptly (and in any event within 14 Business Days) on request provide the Company with copies of all records referred to in paragraph 13.10.
  1. The Property Sourcing Agent shall at all times:
  1. put in place and maintain appropriate technical and organisational measures so as to ensure the protection of the rights of Data Subjects under all Data Protection Laws and as otherwise required to meet the requirements of both parties under all Data Protection Laws; and
  1. implement and maintain appropriate technical and organisational measures to protect the Shared Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
  1. The Property Sourcing Agent shall be liable to the Company for all acts and omissions of each of the Permitted Recipients as if they were the acts and omissions of the Property Sourcing Agent. Each obligation in this paragraph 13 on the Property Sourcing Agent to do, or refrain from doing, any thing shall include an obligation on the Property Sourcing Agent to ensure all Permitted Recipients do, or refrain from doing, such thing.
  1. The Property Sourcing Agent shall not engage nor permit any staff or third parties other than the Permitted Recipients to carry out any processing of any Shared Personal Data. The Property Sourcer shall ensure at all times:
  1. that all processing by Permitted Recipients is conducted in a manner consistent with the Permitted Lawful Basis, the Permitted Purpose, the Property Sourcing Agent’s obligations under the Agreement and the restrictions on processing imposed on the Property Sourcing Agent under the Agreement; and
  1. without prejudice to the above, that each of the Permitted Recipients (other than the employees of any Permitted Recipients or the Property Sourcing Agent) carrying out any processing of the Shared Personal Data is subject to a binding written agreement regulating its processing of the Shared Personal Data which complies in all respects with the requirements of all Data Protection Laws (including Article 28 of the GDPR).
  1. The Property Sourcing Agent shall not transfer the Shared Personal Data to any country outside the United Kingdom or to any international organisation (as defined in the GDPR) without the Company’s prior written consent. For the purposes of this paragraph 13.8 “transfer” bears the same meaning as the word “transfer” in Article 44 of the GDPR.
  1. The Property Sourcing Agent shall:
  1. promptly (and in any event within 24 hours) notify the Company if the Property Sourcing Agent suspects or becomes aware of any actual or threatened occurrence of any Personal Data Breach in respect of any Shared Personal Data. The Property Sourcing Agent shall promptly (and in any event within 24 hours) provide all such assistance and information as the Company requires to report any actual or suspected Personal Data Breach to a Data Protection Supervisory Authority and to notify affected Data Subjects under Data Protection Laws;
  1. promptly (and, in any event, within one Business Day of receipt) inform the Company if it receives any Communication or Data Subject Request. When receiving and responding to a Data Subject Request or a Communication the Property Sourcing Agent shall consult in advance with the Company and promptly comply with the Company’s reasonable instructions (if any).
  1. The Property Sourcing Agent shall maintain complete, accurate and up to date written records of all of its processing of the Shared Personal Data and as necessary demonstrate its compliance with this paragraph 13.
  2. Except as required by applicable law of the United Kingdom (or any part of the United Kingdom), the Property Sourcing Agent shall:
  1. process each part of the Shared Personal Data for no longer than such processing is necessary for the Permitted Purpose and compliant with this paragraph 13 and all Data Protection Laws and in any event cease to process each part of the Shared Personal Data on the earlier of termination or expiry of the Agreement; and
  1. immediately confidentially, irrecoverably and securely destroy or dispose of all Shared Personal Data (and all copies) in its possession or control that can no longer be processed in accordance with paragraph 13.11.1.
  1. The Property Sourcing Agent shall indemnify and keep indemnified the Company against:
  1. all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Property Sourcing Agent of its obligations under this paragraph 13; and
  1. all amounts paid or payable by the Company to a third party which would not have been paid or payable if the Property Sourcing Agent’s breach of this paragraph 13 had not occurred.
  1. The provisions of this paragraph 13 shall survive termination or expiry of the Agreement and continue indefinitely.
  1. Limitation of Liability
  1. Nothing in the Agreement shall exclude or limit either party’s liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be excluded or limited by law.
  1. Neither party shall under any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
    1. loss of profits, sales or business;
    2. loss of anticipated savings;
    3. loss of use or corruption of software, data or information;
    4. loss of or damage to goodwill; and
    5. indirect or consequential loss.
  1. Assignment and other dealings

The Property Sourcing Agent shall not assign, transfer or deal in any other matter with any or all of its rights and obligations under the Agreement without the prior written consent of the Company.

  1. Waiver

No failure or delay by the Company to exercise any right or remedy provided under the Agreement or by law shall constitute waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Governing Law

Any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

  1. Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with the Agreement, its subject matter or formation (including non-contractual disputes or claims).