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Buyers Terms and Conditions - RAS

Recruitment Agency Sales

Terms and Conditions of Business Relating to the Purchase of Firms and Businesses

1 Interpretation

In these terms of business (‘the Terms’) the following expression shall be given the following meanings:

The ‘Company’, ‘we’, ‘us’, ‘our’

means Jonathan Fagan Business Brokers Limited trading as Recruitment Agency Sales and includes its’ subsidiary, holding or associated companies unless otherwise stated;

‘Jonathan Fagan Business Brokers Limited'

means Jonathan Fagan Business Brokers Limited, registered in England and Wales, reg. no. 10750269. registered office is Jonathan Fagan Business Brokers Limited, Ty Brith, Llandegla Road, Mold CH7 4QX and any of its agents or Affiliates. (Tel: 0800 246 5016 or Email: jf@jonathanfagan.co.uk);

'Affiliate'

means any Connected Person and any subsidiary or parent or holding company or associated company or business of a company (whether incorporated or formed now or in the future) and any shareholder in any such company or partner in or member of any such business and any director, employee, contractor, consultant, professional adviser or agent of any such party or any other party acting upon the instructions of or with the approval of or on behalf of a person, firm or company and shall include any of the above whether before or after any reconstruction, amalgamation, administration, receivership, voluntary arrangement, liquidation, formation or incorporation;

'Assets'

means all the property, assets and rights owned by or used in or for the Business or which are sold to or otherwise acquired by a Buyer or are reserved as part of a Transaction including any land, buildings, fixtures and fittings, goodwill, raw materials, stock, work in progress, cases, files, client databases and any other databases of contact details, plant, machinery and equipment, intellectual property rights, tax losses or allowances, franchises, leasing and hiring agreements and any other contracts whatsoever, cash and book debts and where the Business is a company or LLP the shares or other ownership interests or receivables in that company and any other shares or other ownership interests sold or retained together with the shares or interests of any other business which is sold or retained as a result of a Transaction;

'Business’

means the company or business trading under the name set out in any/ Disclosure Email and/or Pre-Sale Pack provided once these terms have been accepted by you, and/or the business carried on by any named individual(s), company or business and shall include all or any of the Assets and any other business’ or businesses’ assets or shares (whether or not owned by the Seller, the Business or by third parties) which we disclose to you, or are instructed to sell by the Seller, or which are sold or otherwise form part of a Transaction. For the avoidance of doubt, the term ‘Business’ also includes any individuals or parties who own or operate a company or trading name, or trade as or via a particular name or entity;

'Buyer’, ‘you’, ‘yours’

means any individual , firm, partnership, LLP or incorporated body who or which completes a Transaction with a Seller. You enter into this agreement as the ‘Buyer’ and remain liable for our fees even if an Affiliate or Connected Person completes a Transaction in their name and not yours;

‘the Client’

means the ‘Buyer’ and/or any person, partnership, firm or corporation who approaches the Company with a view to purchasing a Business, entering into a relationship with a Seller or a Connected Person and completing a Transaction;

'Connected Person’

means all of those persons, incorporated bodies and other entities as are set out in section 249 of the Insolvency Act 1986 and/ or sections 252-253 of the Companies Act 2006 and/or section 839 of the Income and Corporation Taxes Act 1988 (and more than one provision may apply at any one time to give the broadest interpretation of whether in any situation a person is a Connected Person), and includes trusts and/or pension funds for the benefit of the Seller or the Buyer or any Affiliate of either and any other person in any form of trusteeship, fiduciary, business or personal relationship with you or the Seller or any Affiliate;

'Data Protection Legislation'

all applicable privacy and data protection laws including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 and any applicable laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time;

‘Disclosure Email’

The email containing the identity of the Seller and/or any Business, released to you once the Seller has consented to the information being disclosed to you.

‘Disclosure of Information for a Business’

Information provided to you by us about any Seller and/or Business in any form whatsoever once a Seller has given us consent to release disclosure to you.

‘Fee’

Fee payable by you under the terms of this agreement as outlined in the Fee Email sent separately for each Business we introduce to You.

‘Fee Email’

Email sent to you once you agree to these terms and conditions. A Fee Email is sent to you by us for each Business you request details for. You must reply to each Fee Email to confirm acceptance of our Fee before we release any details about a Seller to you, and you accept that where you have not agreed to our Fee in writing, we will be unable to continue with your enquiry.

‘Month’

means a calendar month;

'Notice'

means a notice in writing sent by a means of recorded delivery to the addressee and any such notice shall only be valid if the sender retains confirmation of delivery in the form of a recorded delivery receipt and provides proof of delivery on request by the addressee (or if the addressee acknowledges receipt of the notice) and such notice shall be deemed to have been delivered on the date of actual delivery. Where any Notice is sent to you at the address provided it shall be deemed served at your last known residence;

'Personal Data'

has the meaning provided to it in the Data Protection Legislation;

‘Pre-Sale Pack’

The document provided to you in addition to or instead of a Disclosure Email, giving you the identity and disclosed information about a Seller or Connected Business. The Pre-Sale Pack shall only be released to you with the consent of a Seller and once you have replied to accept the Fee indicated to you in the Fee Email.

'Sale'

has the same meaning as Transaction;

'Seller'

means the natural person(s) identified in the Disclosure of Information for a Business in our Pre-Sale Pack or Disclosure Email as the 'Seller'. This includes their successors even in circumstances where we are instructed in respect of a Transaction where the Business does not belong to them, and/or where the Transaction relates to and/or includes a business or businesses assets or shares belonging to another party. In these circumstances the Buyer shall remain liable for the fees due under these Terms unless that liability is entirely discharged by that other party. The identity of the Seller will only be disclosed to you once these terms are agreed and you have agreed our Fee by replying to our Fee Email.

'Terms’

means these terms of business;

'Transaction’

means any transaction, transfer, sale or event that involves or affects the ownership, status, staffing levels, turnover, assets or composition of the Business or the Seller, or any Business with connected to the Seller, or any Affiliates or Connected Persons of the Seller (including employed staff), whether for value or not, within 36 months of the date we disclose the identity of the Seller and/or Business to you, including without limitation any of the following :

the transfer or any other disposition of the Business or any of the Assets whether to you, the Buyer, the Business of any Affiliate of the Seller to you or any Affiliate of yours; or
the transfer of any other asset or property from the Seller or any Affiliate of the Seller to you or to your Affiliate (other than the supply of a product or a service in the ordinary course of business) by one or more steps or stages;
a sale, exchange, consultancy agreement, referral arrangement, merger, option, option to purchase, transfer, lease, licence or franchise;
a company buy-back of its own shares or management buy-out or earn-out or any other form of merger, demerger, or reorganisation or reconstruction of the Business including the transfer of any Asset or Assets from one owner to another as a separate transaction or prior to transfer to a Buyer;
where you and/or the Business and a Seller and/or any connected Business or an Affiliate or Affiliates of either party enter into any other relationship or agreement whatsoever together including consultancy of any kind, referral arrangement, investment, payment of a non-refundable deposit for any reason, payment of any sum of money for any reason, payment to a third party on behalf of either party, employment agreement, any joint venture, management agreement, financing arrangement, option or subscription for shares or securities of any description or the allotment or agreement to allot any shares or other equity interests to any person, any combination of any of the above and whether the consideration for the same (if any) is in cash or in some other form (either wholly or partly) and whether receivable in whole or in part on completion or at any other date or dates.
Setting up a limited company with any involvement of the Buyer, the Seller and/or any Affiliates or Connected Person will constitute a Transaction regardless of any activities that take place and whether or not the limited company is active or dormant.
If either party becomes a Director, an officer or official or a shareholder in a limited company or LLP that the other party also has an interest in as a shareholder or director/official, a Transaction shall be deemed to have taken place.
The employment or engagement of any member(s) of staff, director, partner or owner of the Business by the Buyer.

A Transaction will be deemed to have taken place in all of the following specific circumstances. This list is not intended to be exhaustive and is in addition to the detailed definition of a Transaction above.

The Buyer, a Connected Person or an Affiliate becomes a consultant with the Seller at any time in 36 months following our introduction.
The Seller, a Connected Person or an Affiliate becomes a consultant with the Buyer at any time in 36 months following our introduction.
The Buyer, a Connected Person or an Affiliate forms or acquires a limited company and the Seller has a direct connection at any time within 36 months to the limited company, including as a director, shareholder, employee, subcontractor or consultant.
The Seller or a Connected Person forms or acquires a limited company and the Buyer, a Connected Person or an Affiliate has any connection to the limited company, including as a director, shareholder, employee, subcontractor or consultant.
The Buyer, a Connected Person or an Affiliate have any relationship of any kind whatsoever following our introduction to the Seller, with any employees of the Seller, any officers of the Seller, any consultants under contract with the Seller and any Connected Persons to the Seller.
The Buyer, a Connected Person or an Affiliate acquires shares in any limited company the Seller has a connection to, whether as a shareholder, director, officer, employee or consultant.
The Buyer introduces a Connected Person or Affiliate to the Seller, who enters into any kind of relationship whatsoever with the Connected Person or Affiliate.
The Buyer gives the Seller any cash sums or payment of any kind for any reason whatsoever, including to pay for specific services or goods, or as a deposit of any kind.
The Seller gives the Buyer any cash sums or payment of any kind for any reason whatsoever, including to pay for specific services or goods, or as a deposit of any kind.
The Buyer pays a third party for any services or goods on behalf of the Seller, regardless of the reason.
The Seller pays a third party for any services or goods on behalf of the Buyer, regardless of the reason.
The employment and/or recruitment of Affiliates, Employees, Officers, Directors of the Seller or their Business by the Buyer or any Affiliate or Connected Person as a result of the Disclosure of Information about a Business provided by the Company to the Buyer and/or the Seller.
The employment and/or recruitment of Affiliates, Employees, Officers, Directors of the Buyer or their Business by the Seller or any Affiliate or Connected Person as a result of the Disclosure of Information provided by the Company to the Buyer and/or the Seller.
The Seller merges his/her Business with the Buyer’s business.
The Buyer merges his/her Business with the Seller’s business.
The Buyer acquires an interest in a property which is owned in full or in part by the Seller(s).

‘Week’

means seven consecutive days.

1.2 In these Terms words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.

1.3 All and any business undertaken by the Company is transacted subject to these Terms, all of which shall be incorporated in any agreement between the Company and the Buyer and Seller. In the event of any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly otherwise agreed in writing by a Director or other authorised officer of the Company. No variation in these Terms shall be valid if made without the written consent of a Director or other authorised officer of the Company.

1.4 The provision of the identity of the Seller to the Buyer, whether by email, post, phone, or other communication, correspondence/communication of any kind between the Seller and the Buyer or their agents, the signing of these terms by you and agreement to the Fee Email, or the occurrence of a Transaction, shall all be deemed acceptance of an agreement to these Terms by the Buyer.

1.5 The complete or partial invalidity or unenforceability of any provision herein for any purpose shall in no way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed to be served for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.

1.6 These Terms supersede all previous terms of business.

1.7 These Terms shall commence on the date of signature and shall continue in full force and effect for a fixed period of thirty-six (36) months. You acknowledge and agree that you cannot terminate these Terms prior to expiry of the Initial Term.

2. Obligations of the Company

2.1 The Company will use reasonable endeavours to ensure any Transaction progresses smoothly. We will use reasonable care, skill and diligence when doing this.

2.2 The Company shall donate a percentage of its annual profits, after tax has been paid, to The Ten-Percent Foundation, a registered charitable trust. This percentage is normally 10% but the Company reserves the right to alter this percentage from year to year.

Obligations of the Buyer

3.1 You confirm, warrant and undertake that you:

have full authority to negotiate with the Seller with a view to a Transaction taking place;
will notify us immediately in the event that your contact details change;
have the authority to enter into contracts with the Seller.

3.2 All information which you or your agents supply to us, is and will be correct, complete not misleading and free of any material omissions and you shall advise us in writing of any omission or change promptly upon discovery of it, including change of name or change to the shareholders, members, directors or partners or any of the Assets which renders any information previously provided to us incorrect, incomplete, misleading or subject to material omissions.

3.3 You will provide all approvals and certificates which are requested by the Seller with a view to progressing the sale of their Business. You will provide us with proof of ID, proof of residence and any accreditations we may reasonably request from you so that we can verify your identity. You agree to provide proof of funds if a Seller reasonably requests this.

3.4 You will notify us immediately at any time after the date you sign or agree these Terms if you exchange contracts in relation to any Transaction. On completion of any Transaction, you will supply a copy of the contract and any other document relevant to any Transaction immediately on request (at your expense) and you will supply full details of all aspects of the Transaction.

3.5 You will keep these Terms and all dealings between you, the Seller and us confidential and shall not disclose them except as may be required by law.

3.6 You will notify us immediately in writing of any offer made to the Seller.

3.7 You will notify us of any events that could constitute a Transaction in accordance with the definition in these terms and conditions. You will also notify us if the Seller accepts an offer to purchase in whatever form this takes place.

3.8 You will, on request from us in writing, provide a copy of any documentation that refers to an event that constitutes a Transaction in accordance with the definition in these terms and conditions.

3.9 You shall not assign, transfer, or subcontract any of your rights or obligations under this Agreement, in whole or in part, without our prior written consent. Any attempt to do so without such consent shall be void and of no effect.

4. Fees

4.1 If a Transaction occurs then the Buyer will be responsible for our Fee. No fees are due from the Seller other than as agreed in clause 4.6 below.

4.2 The fee payable pursuant to this clause shall be agreed specifically for each Seller or Business identified to the Buyer and will vary according to the Business for Sale. Our Fee will be indicated in an email when the Buyer makes a specific enquiry about a Business for sale or Businesses for sale. This email will include a section with the heading "Fees" and a fee will be indicated to the Buyer for each Business the Seller has asked for details of. You accept that no information about a Seller will be released to you unless you have replied to this email to accept the fee.

4.4 Where a Transaction occurs with an Affiliate or Connected Person of a Buyer, the Buyer shall remain liable to us for our Fee.

4.5 Unless otherwise stated herein, our fee shall be paid in full when a Transaction takes place, irrespective of the date on which all or any of any cash sum or transaction value is received or due to be received.

4.6 If a Buyer agrees separately with the Seller that the Seller is responsible for our Fee, the Buyer will remain joint and severally liable for our Fee.

4.7 Value Added Tax shall be payable thereon at the prevailing rate where applicable.

4.9 All monies due hereunder shall be paid by the Buyer within 28 days of the date of invoice by the Company. The invoice shall be issued as soon as the Transaction occurs or an Engagement takes place.

4.10 If the Client fails to pay the Company any sum due the Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5. Liability and Indemnity

5.1 Neither the Company nor any of its staff shall be liable to the Buyer or Connected Party for any loss, injury, damage, expense or delay incurred or suffered by the Buyer, Affiliate or Connected Party arising directly or indirectly from or in any way connected with a Transaction and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:

(a) failure of the Buyer to meet the requirements of the Buyer or Seller for all or any of the purposes for which he/she or the Business is required by the Buyer or Seller (subject to clause 5 hereof);

(b) any act or omission of the Buyer or Seller, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;

PROVIDED THAT nothing in this clause 5 shall be construed to purporting to exclude or restrict liability of the Company to the Buyer for personal injury or death resulting from negligence (as defined in the Unfair Contract Terms Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law.

5.2 In consideration of the Company entering into an agreement with the Buyer into which these Terms are incorporated, the Buyer hereby undertakes to indemnify the Company in respect of any and all liability of the Company for:

(a) any loss, injury, expense or delay suffered or incurred by a Buyer or Seller, howsoever caused; and

(b) any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of the Buyer, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;

PROVIDED THAT this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Engagement or Transaction.

5.3 The Buyer acknowledges that the limitations and exclusions of the obligations and liabilities of the Company set out herein are reasonable and reflected in the fee payable to the Company hereunder and shall accept risk and/or insure accordingly. In any event, our liability to you arising at any time is limited to the amount payable by you to us under this Agreement.

6.Miscellaneous

6.1 The Company reserves the right to review and to revise these Terms. The Buyer shall be given notice of 28 days of any alterations.

6.2 These Terms shall be governed by and construed in accordance with the laws of England and Wales and the Company and the Client agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

6.3 You acknowledge and agree that no promises, representations, statements or undertakings of any kind not included in these Terms form any part of the agreement between us.

6.4 You acknowledge and agree that you have had an opportunity to make such alterations to these Terms as you may wish and all agreed variations are contained in these Terms and duly signed.

6.5 You acknowledge and agree that you are acting in the course of business.

6.6 These Terms do not create any right enforceable by any person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999.

6.7 This agreement is personal to you and you shall not assign or transfer to any other person or entity your rights and obligations under this agreement.

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Timestamp

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15/04/2025 08:26 GMT

Buyers Terms and Conditions - RAS Uploaded by Jonathan Fagan - jbfagan@ten-percent.co.uk IP 82.68.255.158