Acquiring and Retiring Terms and Conditions
These Terms and Conditions constitute the entire terms and conditions under which we Acquiring and Retiring LTD (Company Number 9863090) based at 191 Sandhurst Road, London, SE6 1NF trading as Acquiring & Retiring Ltd will introduce to you businesses (as defined in clause 1 below) for prospective purchase for you.
By ticking the box you agree to these Terms and Conditions (in your own right if you are an individual or as a director of a Limited Company or designated member of a Limited liability partnership or partner in a partnership).
- The definition and rules of interpretation in this clause 1 apply in these Terms and Conditions.
Assets: the assets of a business including its Client Base.
Business: a Dentistry business, details of which are provided by us to you in connection with its proposed sale or where we have introduced you to the owner.
Client: a client of the business
Client Base: Collectively all of the clients
Completion: Is when a transaction has been completed whether that be a signing of an agreement to take over the assets of a business or entering into a business relationship.
Contract: a binding contract between you and an owner to enter into and complete a transaction.
Contract date: the date upon which the contract is entered into.
Corporate Owner: the owner of a business which is a limited company or limited liability partnership or other inanimate legal entity.
Engagement: your engagement of the owner or if the owner as a corporate owner, or a stakeholder in that Corporate Owner, whether as an employee or agent or contractor or in any other capacity such as the whole or material part of the client base become your clients or the whole or material part of recurring revenue is transferable you the client base becomes payable to you.
Exchange of contracts: when both contracts have been signed and exchange by both parties resulting in a binding agreement where the buyer must the business and the seller must sell the business.
Fees: the fees are to be paid by you as pursuant in clause 3.
Information: information provided by us to you from time to time as pursuant in clause 2
Listed Price: the price at which a business is listed for sale by us
Owner: the Owner of a business
Purchase Price: in the case of a purchase of a business or some or all of its assets or a controlling interest in a corporate owner, the price at which the relevant transaction completes, disregarding any subsequent clawbacks, price adjustments or reductions, rebates or warranty or indemnity claims, or in case of an engagement, the listed price.
Purpose: In respect of information, the evaluation of a business with a view to its possible acquisition.
These terms: these terms and conditions
Transaction: any of your purchase, or, in the circumstances referred to in clause 3.5, a third party’s purchase of the business or some or all of its assets or a controlling stake in a Corporate Owner or your entering into an engagement where we have provided details of that business to you or have otherwise introduced you to the owner.
- Clause Headings do not affect the interpretation of these terms.
- Any reference e to you shall be deemed to include any company in the group of companies of which you are a member of.
- A reference to a clause is a reference to a clause of these terms
- Provision of information
- We may provide you from time to time with information relating in businesses which are for sale and effect an introduction between you and the relevant owner.
- We do not make any representation to you that the information is accurate or correct, such that you accept that it is up to you to make such investigations and conduct such due diligence in respect of the relevant business as you consider necessary or appropriate, subject always to clause 2.4. In particular you accept that we do not give any representation, warranty, advice or opinion that:
- The listed price is the correct or sustainable price;
- A business is suitable for acquisition by you;
- Any future recurring income referred by us or held by the owner is deliverable and sustainable.
- Our Obligation under these terms do not extend to any assistance with or input into your negotiations with the owner, whether in respect of price, payment terms or otherwise, such that it is your responsibility to negotiate the terms of any transaction.
- You undertake to treat all information as strictly confidential and in particular:
- Will not use or exploit the information in any way except for the purpose.
- Not to disclose or make available the information in which or in part to any third party, except as expressively permitted by the relevant owner.
- Not to copy, reduce to writing, or otherwise record the confidential information except as strictly necessary for the purpose;
- Not to approach or contact any clients or providers to or employees or agents of the business in connection with the purpose without the express written consent of the relevant owner.
- You may only disclose information to those of your employees and advisors who need to know the information for the purpose and remain responsible for their compliance with their obligations contained in this clause 2.5.
- You may disclose information to the extent that you may be required to do so by law or by any governmental or other regulatory authority or by a court or authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, you give the owner as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 2.6, you take into account the reasonable requests of the owner in relation to the content of this disclosure.
- You hereby undertake to indemnify us and keep us harmless against any claims, damages, losses and costs suffered by us as a result of or arising out of any breech by you or your employees or advisers of the confidentiality obligations in this clause 2.
- You agree that you will:
- Advise us immediately when you enter into Heads of Agreement with a seller in respect of a transaction and notify us of the proposed completion date;
- Advise us as to the identity and contact details of the legal advisor instructed by you in connection with the proposed transaction;
- Instruct that legal advisor to include an amount equivalent to our fees with the amount required from you for payment at completion and to pay our fees directly to our bank account as detailed on the relative invoice as part of the completion process.
- You agree to pay us the amount of £29.99 in full per month for access to our website.
- In addition to this you agree to pay fees to us in respect of each relevant transaction entered into by you within three years after we first provided information to you in respect of the subject business or otherwise introduced you to the owner at the higher of £1,000 or 1% of the purchase price at the prevailing rate.
- Our entitlement to fees shall arise on the exchange of contracts or contract date (whichever comes first) and we may deliver our invoice you at any time after the exchange of contracts or contract date.
- You agree to pay our invoices on the exchange of contracts or contract date (whichever comes first) of the relevant transaction, without set off or counterclaim, even if after the exchange of contracts is the same date as the completion. This is to be paid directly into our bank account as detailed on the, if payment due at completion is made through you your legal adviser as provided in clause 2.8.
- We reserve the right to charge you interest on all overdue invoices at the rate of 4% above the Bank of England base rates from time to time, such interest is to accrue on a daily basis from the due date for payment until cleared funds are received in our bank account.
- We will be entitled to charge your fees in the event that you do not enter into a transaction in relation to a particular business but indeed provide details of a business to a third party and that third party entered into a transaction with the owner within three years after the date upon which we first made details of the business to you or introduced you to the owner, in which case, for the purpose of this clause 3, you will be deemed to have undertaken that transaction.
- Neither of us shall without the prior written consent of the assigns, transfer, charge or deal in any other manner with these Terms or any of our respective rights under them, or purport to do any of the same, nor sub-contract any or all of our respective obligations under these terms. Each of us entering into these terms for our own benefit and not for the benefit of another person.
- Whole agreement
- These terms constitute the whole agreement between us and you and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- A variation of this agreement shall be in writing and signed by or on behalf of each of us.
- Any waiver of any right under these terms is only effective if it is in writing and signed by the waiving or consenting party and it applies only in the circumstances for which it is given and shall not prevent the party who has given the waiver or consent from subsequently relying on the provision it has waived.
- No failure to exercise or delays in exercising any right or remedy provided under the agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.
- No single or partial exercise of any right or remedy under the agreement shall preclude or restrict the further exercise of any right or remedy.
- Unless specifically provided otherwise rights arising under this agreement are cumulative and do not exclude rights provided by law.
7.1 If any provision of these terms (or part of any provision) is found by any court or other body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
7.2 If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
8 Third party rights
8.1 These terms are made for the benefit of the parties to them and their successors and permitted assigns, and are not intended to benefit, or be enforceable by anyone else.
9.1 Save as expressly provided in this agreement, all amounts due under these terms shall be paid in full without any deduction or withholding other than as required by law. Neither party shall be entitles to assert any credit, set-off or counterclaim against the other party in order to justify withholding payment of any such amount in whole or in part.
10 Governing law and Jurisdiction
10.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms or their subject matter.
11 Abusive language
11.1 Abusive language will not be tolerated whatsoever. If you are found to use any offensive, racist or Homophobic language you will immediately be ejected from using our services online.