Parties
This Agreement is between Alexander Philips Limited, a company incorporated and registered in England and Wales with company number 06970810 whose registered office is at 27 Broadwater Road West, Worthing, BN14 9BT (the “Company”), the Broadwater Carnival Society (“Beneficiary”) and the individual or entity agreeing to these terms (“Vendor”).
Background
(A)The purpose of this Agreement is to set out the terms and conditions (“Terms”) under which the Vendor and the Company agree to donate 10% of the sales fee (agreed by the Company) as per the Company’s sales contract from the Vendors commission from the Sale of their property to bequeath that donation to Beneficiary in the Vendors name from the Company.
(B)The Company intends to offer the Beneficiary 10% of any Sales fee from Vendors who have requested a valuation from the Company Website stating Broadwater carnival 10% for a term of twelve months commencing 20th July 2024 concluding at midnight on the 19th July 2025 where completion of the property has concluded.
(C)The Beneficiary will only receive payment from the Company once the sale has been completed and funds from the sale competition have been received.
(D)This Agreement is designed to comply with all relevant UK laws and regulations governing charity donations.
1.Definitions
1.1.In this Agreement, unless the context otherwise requires, the following words and phrases shall have the following meanings:
– Agreement: The entire contract, including all its sections and appendices.
– Alexander Philips Limited: The company donating 10% of sales commission.
– Vendor: The individual or entity entering a sales contract with the Company.
– Property: Residential property for sale
– Beneficiary: The charity benefiting from the donation.
– Commission: The fee charged to the vendor by the company.
– Donation: The charitable donation to the Benificiary.
– – Terms: The terms and conditions set out in this agreement.
1.2.Any reference in this Agreement to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
1.3.The headings in this Agreement are for convenience only and shall not affect its interpretation.
1.4.Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.Eligibility Criteria
2.1.Only available to Vendors registering to sell their property through the Company’s website (www.alexanderphilips.co.uk). And the properties to be sold are within the BN13, BN14, BN15 and BN16 postal areas.
2.2.The fee Donation is open to residents of the United Kingdom only. Participants must provide a valid UK address.
3.Data Protection and Privacy
3.1.Data Collection: The Company will collect personal data from the Vendor, including but not limited to name, contact details, and any other necessary information for the purpose of selling the Property. The Participant consents to this collection of personal data upon registering to sell their property.
3.2.Data Use: The Company will inform the Beneficiary of the Vendors name address sold and the completion price.
3.3.Participants’ Rights: The Vendor has the right to access their data, request corrections, object to processing, and request deletion of their data in accordance with the Data Protection Act 2018 and GDPR.
3.4.Contact Information: Any queries or concerns about the Vendors data should be directed to the Company or their designated data protection officer at Alexander Philips Ltd, 27 Broadwater Street West, Worthing, BN14 9BT.
4.Liability and Indemnity
4.1.Limitation of Liability: Except as expressly set out in this Agreement, the Company shall not be liable for any indirect, consequential, or punitive damages arising out of or in connection with the Donation, whether based on breach of contract, tort (including negligence), or otherwise, even if the Company has been advised of the possibility of such damages. The Company’s total liability, if any, shall not exceed the value of 10% of the sales commission.
4.2.Exclusions from Liability: The Company shall not be liable for any failure to comply with its obligations under this Agreement where such failure is caused by something outside its reasonable control, including but not limited to technical failures, unauthorized intervention, or force majeure events.
4.3.Acknowledgement of Risks: The Vendor acknowledges and agrees that their participation in the Donation is at their own risk and that, to the extent permitted by law, the Company is not liable for any injury, loss, claim, damage, or any special, exemplary, punitive, indirect, incidental, or consequential damages of any kind, whether based in contract, tort, or otherwise, which arises out of or is in any way connected with the Vendors instruction.
4.4.Insurance: The Vendor is responsible for obtaining any insurance they believe necessary or advisable to cover any potential liability or risk associated with selling their property.
4.5.Compliance with Laws: The Company’s liability under this Agreement is subject to compliance with all relevant UK laws and regulations.
5.Termination
5.1.Grounds for Termination: The Company reserves the right to terminate the Charitable Donation at any time if it believes, in its sole discretion, that the Donation cannot be conducted as specified in these Terms due to circumstances beyond its control, including but not limited to instances of fraud, technical difficulties, or any changes in the applicable laws and regulations.
5.2.Notice of Termination: In the event of such termination, the Company will notify the Vendor and the Benificiary as soon as reasonably practicable, using the contact details provided by the Vendor and the Beneficiary at the time of instruction. The Company will also make a public announcement on its website or through other appropriate channels.
5.3.Survival of Terms: Notwithstanding the termination of the Competition, the provisions of this Agreement relating to intellectual property, liability, confidentiality, and dispute resolution shall continue in full force and effect.
6.Governing Law and Jurisdiction
6.1.This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
6.2.Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
7.Amendments
7.1.Either the Company or the Vendor may propose an amendment to this Agreement. Any such proposed amendment must be in writing and delivered to the other party.
7.2.The proposed amendment will only become effective if it is accepted in writing by the other party. The acceptance must be clear and unambiguous, and it must be communicated to the Proposing Party in writing.
7.3.Any amendment to this Agreement will be documented in a written amendment agreement. The amendment agreement will reference this Agreement and clearly state the changes being made. The amendment agreement must be signed by both the Company and the Vendor to be effective.
7.4.Once signed, the amendment agreement will form part of this Agreement and will have the same legal effect as this Agreement. The amendment will not result in any unfair terms or a breach of this Agreement.
8.Severability
8.1.If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
8.2.Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
8.3.If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
9.Entire Agreement
9.1.This Agreement, including any schedules or annexes attached hereto, constitutes the entire agreement and understanding between the Company and the Vendor in relation to the subject matter hereof. It supersedes and extinguishes all prior agreements, drafts, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in connection with the subject matter hereof.
9.2.The Vendor acknowledges that in entering into this Agreement, it has not relied on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Agreement.
9.3.Any variation to this Agreement shall only be valid if it is in writing and signed by or on behalf of each of the parties.
9.4.The Vendor acknowledges that it has read and understood the terms of this Agreement and agrees to be bound by them.
10.Force Majeure
10.1.For the purposes of this Agreement, “Force Majeure Event” means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.2.The Company shall not be liable to the Vendor or Beneficiary as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
10.3.If the Force Majeure Event prevents the Company from providing any of the Services for more than one week, the Company shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Vendor and Beneficiaryt.
10.4.The Company shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
10.5.If a Force Majeure Event occurs, the Company shall notify the Vendor or the Benificiary as soon as reasonably practicable of the nature and extent of the Force Majeure Event.
11.Waiver
11.1.No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
11.2.A waiver of any term, provision or condition of this Agreement shall be effective only if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
11.3.Unless expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
11.4.Any single or partial exercise of any right, power or privilege under this Agreement shall not preclude any other or further exercise of that or any other right, power or privilege.
12.Notices
12.1.All notices under this Agreement shall be in writing and signed by or on behalf of the party giving it.
12.2.Any notice or other communication given under or in connection with this Agreement shall be:
(a)sent by first class post to the address, or emailed to the email address, provided by the other party; and
(b)marked for the attention of the relevant party.
12.3.Any notice or communication shall be deemed to have been received:
(a)if delivered by hand, at the time the notice is left at the proper address;
(b)if sent by first-class post, at 9.00 am on the second Business Day after posting; and
(c)if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
12.4.This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.5.For the purposes of this clause, “writing” shall not include email, and for the avoidance of doubt notice given under this Agreement shall not be validly served if sent by email.
