1. PARTIES
1.1 These Terms and Conditions cover all services provided by Propfinity Ltd (“Propfinity”) to all clients (together the
“Clients” and each a “Client”). The terms of business entered into by Propfinity and each Client in respect of the
Services (the “Terms of Business”) shall incorporate and be subject to these Terms and Conditions. Unless the
context requires otherwise capitalised terms shall have the same meaning given to them in the Terms of Business.
2. DEFINITIONS
In this Agreement, the following terms have the meanings indicated:
“Agreement” means the Terms & Conditions together with the Terms of Business (and all schedules attached thereto);
“Applicable Laws” means all laws, statutes, rules, regulations and codes in force from time to time;
“Confidential Information” means in respect of the Services, all information, data or material of whatsoever nature in
any form, which either party discloses to the other pursuant to this Agreement (including anything the receiving party
creates which is derived from or based upon the information, data or materials disclosed to it by the disclosing party).
It shall not include any information or materials which:
a. is in or enters into the public domain (other than as a result of disclosure by the receiving party or any third
party to whom the receiving party disclosed such information); or
b. was already in the lawful possession of the receiving party prior to the disclosure by the disclosing party; or
c. is subsequently obtained by the receiving party from a third party who, to the reasonable knowledge of the
receiving party, is free to disclose them to the receiving party; or
d. is developed by any of the receiving party’s employees who has not had any direct or indirect access to, or use
or knowledge of, the Confidential Information; or
e. is required to be disclosed by law or regulatory authority;
“Fees” means the fees payable by the Client to Propfinity as set out in the Terms of Business; and
“Services” means the services to be provided by Propfinity to the Client as set out in the Terms of Business, or such
other services as are agreed in writing, to be provided by Propfinity to the Client.
3. PROVISIONS OF INFORMATION AND ASSISTANCE
3.1 The Client will provide all necessary co-operation to enable Propfinity to provide the Services.
3.2 The Client acknowledges that Propfinity’s ability to provide Services is dependent on Propfinity having access to
the Client and being provided with complete, accurate, up to date and timely documentation and information.
4. PAYMENT OF FEES
4.1 Fees are exclusive of value added tax. Any applicable value added tax will be added to Fees at the prevailing
rate when deducted from Rent.
4.2 Propfinity shall be entitled to recover from the Client reasonable expenses incurred pursuant to the provisions
of the Services unless such expenses have been included in the Fees.
4.3 In the event that the tenant has failed to pay Rent and the Client has not paid the Fees to Propfinity within 30 days
of the Due Date, Propfinity may exercise its statutory right to claim interest and compensation for debt recovery
costs under the late payment legislation from the Due Date to the date when Propfinity receives full payment.
The Client shall pay the interest promptly on demand.
4.4 If any Fees remain unpaid for longer than 30 days from the Due Date, Propfinity may either suspend the provision of
the Services until payment is received or terminate this Agreement by providing, in each case, 14 days’ written notice.
4.5 Failure by Propfinity to charge interest when entitled to do so under paragraph 4.4 of the Terms & Conditions or
to suspend the provision of the Services or to terminate this Agreement when entitled to do so will not prevent
Mercer from being entitled to charge interest or suspend the Services or terminate this Agreement (as the case
may be) in the event of any future invoice remaining unpaid for longer than 30 as appropriate.
4.6 If through no fault of its own, Propfinity becomes involved (whether or not as a party) with a legal dispute
between the Client and a third party, the Client will pay Propfinity, at Propfinity’s then current hourly rates, for all
Propfinity time spent, and will reimburse all expenses incurred by Propfinity, in connection with such legal dispute
provided that the foregoing shall not apply in the event such dispute is finally determined to have resulted
primarily from the negligence of Propfinity.
5. CONFIDENTIALITY AND DATA PROTECTION
5.1 The party receiving Confidential Information (“the receiving party”) will:
a) use the Confidential Information only to fulfil its obligations pursuant to this Agreement and/or for the purposes
defined in the Terms of Business;
b) treat all Confidential Information of the disclosing party as confidential;
c) not, without the express written consent of the disclosing party, disclose or copy the Confidential Information or
any part of it to any person other than the receiving party’s directors, officers or employees who need access to
such Confidential Information for use in connection with the Services; and
d) comply promptly with any written request from the disclosing party to destroy or return any of the disclosing
party’s Confidential Information (and all copies and extracts of such Confidential Information) then in the
receiving party’s possession or control.
5.2 Notwithstanding this paragraph 5.1, each party may retain copies of the Confidential Information under a
continuing duty of confidentiality for the purpose of complying with its legal and regulatory obligations.
5.3 Notwithstanding paragraph 5.1, the Client agrees that Propfinity will be entitled to disclose information relating to
the Services or the Client to regulators or otherwise as required by law.
5.4 Propfinity shall be entitled to assume that any person disclosing personal data to Propfinity is doing so in
compliance with all relevant data protection and privacy laws.
5.5 In connection, with personal data held by Propfinity for the purposes of the provision of the Services, Propfinity shall:
a) process such data only for the purposes of providing the Services;
b) to the extent that Propfinity processes such data on behalf of the Client, act only on the instructions of the Client;
c) take appropriate technical and organisational security measures against unauthorised and unlawful processing
of, accidental loss of, destruction of or damage to personal data; and
d) answer the Client’s reasonable enquires to enable the Client to monitor Propfinity’s compliance with this
paragraph 5.5.
6. INTELLECTUAL PROPERTY
6.1 The Client acknowledges that Propfinity will retain all copyright and other intellectual property rights in the
methodologies, methods of analysis, ideas, concepts, know-how, models, tools, techniques, skills, knowledge and
experience possessed by Propfinity before the Effective Date or acquired by Propfinity after the Effective Date.
7. SUB-CONTRACTING
7.1 In order to provide the Services in the most efficient manner, Propfinity may sub-contract appropriate
parts of the Services to a trusted third party or parties who may be located in the EEA or elsewhere.
Notwithstanding paragraph 5.5 of the Terms & Conditions, in the event that the third party processes
personal data, Propfinity will ensure that such third party agrees in writing to act only on Propfinity’s
instructions and provides appropriate guarantees in respect of the technical and organisational security
measures governing the processing to be carried out.
Propfinity will take all reasonable steps to ensure compliance with those measures. Where such third party is
located outside the EEA, Propfinity will take all necessary steps to ensure that the processing of any personal
data by the third party, including its transfer to the third party, complies with all relevant data protection
and privacy laws. Propfinity shall not be liable to the Client for acts and omissions of its subcontractors in
relation to the Services provided.
8. UNFORESEEN EVENTS
8.1 Neither Propfinity nor the Client can predict delays or failures in performance under this Agreement resulting
from events beyond their reasonable control. This, for example, includes ‘acts of God’, fire, flood, riots, new
laws which prevent the carrying out of the Services, the results of terrorist activity, failures of third party
suppliers, and electronic and other power failures. Should such circumstances arise, Propfinity will use its
reasonable endeavours to continue to provide the Services.
9. TERMINATION
9.1 After the termination of this Agreement, paragraphs 2, 5, 6, 8, 11, 12 and 13 of the Terms & Conditions and
the Client’s responsibility to pay Fees for all Services properly rendered up to and including the date of
termination in accordance with the Terms of Business will continue in full force and effect.
10. APPLICABLE LAWS
10.1 Propfinity shall comply with all Applicable Laws in the provision of Services.
11. NOTICES
11.1 Any notice given by one party to the other under this Agreement will be given in writing via email. A notice
will be effective 48 hours after delivery