Terms & Conditions—Portfolio Fulfillment and Management
1 Purpose and understanding1.1 These Conditions shall apply between you and us for the provision of the Services set out below.1.2 A number of words are used in these Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The meanings of these specially defined words can be found in the body or at the end of these Conditions.1.3 These Conditions govern the relationship between you and us and shall prevail unless otherwise agreed by us in writing.2 Services2.1 Portfolio Building2.1.1 We supply details about portfolio building opportunities generally in the form of market research, statistics, forecasts, and reports (“Information”). The information we provide is obtained from various third party sources. Our aim is to provide accurate, up-to-date and complete Information; however we make no warranties or representations as to the accuracy, reliability or completeness or otherwise of the Information and accept no responsibility or liability for any omissions or errors contained in the Information.2.1.2 We will introduce you to any opportunity which may include but is not limited to land, property, apartments, homes, developments (whether in the process of construction or not at the time of introduction) both in the UK and abroad, or to a supplier of the same, including developers, estate agents or other intermediary agents, that have been researched, negotiated or procured by us, or in the case of suppliers are persons or companies with whom we have an established relationship with and would not otherwise have been known to you.2.1.3 We will offer you opportunities by using electronic mail, the website, postal correspondence, telephone, or any other appropriate means.2.1.4 We will endeavour to provide you with opportunities of a sound and reliable nature. We will speculate on the level of capital required, and the potential returns. This is based on our research and analysis, which may include the advice and guidance of qualified third parties (such as a RICS registered surveyors, accountants or solicitors). Due to the speculative nature of such opportunities the information we provide should be considered our ‘opinion’.2.1.5 Investors are advised to make their own judgement upon the opportunity being offered and to independently verify the Information and our speculative analysis.2.1.6 You are advised to carry out an independent legal and financial assessment of any opportunity offered to you, before making any commitment to participate.2.1.7 The price and value of any investment and income can go down as well as up. If you make an investment you may get back less than the amount you invest. If you are in doubt about any investment decision you should seek the advice of a suitably qualified person.2.2 Property lettings (where applicable)2.2.1 We will arrange the management of the letting of your property which includes obtaining a local property management agent to fully manage the property.2.2.2 We will also arrange the furnishing of the property, if required, using specialist business Partners obtaining the best value for money options for you.2.2.3 We also provide a Cash Flow management and record keeping service. Records will be maintained in a form which can be used by your accountant for your annual tax return. The services under paragraphs 2.2.2 and 2.2.3 can only be taken together.2.3 General2.3.1 Where we can, we will recommend Third Parties to you who offer a service or product deemed to be of good quality and reasonable cost. We make no warranties or representations as to the reliability of the services provided by the Third Parties and assume no responsibility or liability for their actions, omissions or errors. Any arrangements with a recommended Third Party will be at your sole risk and responsibility.2.3.2 Except as stated above, the above Services can be taken together or separately.3. Charges3.1 General3.1.1 All Charges and sums quoted (unless otherwise specified) are exclusive of any VAT, for which you will be additionally liable at the applicable rate from time to time.3.1.2 You will reimburse us for all out of pocket expenses, travel costs and expenses, operating costs, and disbursements incurred by us in connection with the Services.3.1.3 If the Charges are not paid by the due dates, interest shall accrue on the unpaid portion of the Charges at the rate of 8 per cent per annum above the base rate from time to time of HSBC Bank Plc in accordance with the terms of the Late Payment of Commercial Debts (Interest) Act 1998. If any payments remain outstanding for 30 (thirty) days or more, we reserve the right to withdraw the provision of our Services. You agree to pay all fees incurred by us in collecting outstanding Charges or sums.3.2 Property – Purchase3.2.1 Charges for participation in opportunities introduced to you by us, vary per opportunity. In the vast majority of purchases, where we are awarded developer commission, this charge is zero. Where this is not the case, charges will always be disclosed to you before you commit to participate in any such opportunity.3.2.2 Unless otherwise agreed in writing by us, all charges are payable within 14 days from your commitment to purchase a property, usually in the form of a Reservation Charge, Introducers Charge, and our Fulfillment Charge (1% +VAT of the stated market valuation of the property). These charges will usually be payable to the developer, the finder and HighGround Property respectively although the developer and the finder may authorize us to collect their charges on their behalf. These charges are non-refundable, unless agreed otherwise in writing by us.3.2.3 The deposit to exchange is payable to a solicitor.3.2.4 If you fail to pay our charges in full and at the appropriate time we reserve the right to withdraw the opportunity to purchase a property through us.3.3 Property – Letting (where not provided by Hotel Operator)3.3.1 Charges for managing the letting of property whether purchased via us or otherwise, vary according to letting agents involved, but will always be disclosed to you before you commit to participate.3.3.2 Following a set-up charge for each new tenancy, charges will usually be payable monthly, in the form of an agency fee, and plus a lettings management fee (1% + VAT of the gross monthly rental income). These fees will usually be paid to the lettings agent and HighGround Property respectively and are non-refundable, unless expressly agreed otherwise in writing by us.3.3.3 In addition to the charges under paragraph 3.3.2, there will be the following additional charges:-126.96.36.199 For the services under paragraph 2.2.1 above based upon the discount we can negotiate with the local property agent on their normal fixed and ongoing charges, we will charge you 40% of the negotiated discount.3.3..3.2 For the services under paragraph 2.2.2 above there will be a small scalable arrangement fee based on number of bedrooms in the property; the scale will be disclosed to you before we accept any instructions from you.4 Descriptions of Opportunities4.1 Details of particulars, specifications and pictures of any property, home, building, location or development are given in good faith and believed to be correct. They do not form part of any offer and are intended as a general guide only.4.2 We will make reasonable endeavours to ensure that a property will be built in accordance with plans and designs as may be revised from time to time and which are available for inspection on the site being developed or at such other place as you may be advised by the developer or builder.4.3 You accept and acknowledge that developers or builders reserve the right to alter plans, designs and specifications at any time without prior notice. We are not responsible for any such changes. No warranties or representations are given that the contents of the website or information otherwise distributed will reflect the most recent plans, designs or specifications.5 Data protectionWe will use any personal information provided by you to us to constantly monitor and improve our services to you and for marketing purposes. We will ensure that any “Personal Data” (as defined by the Act) supplied by you is held in accordance with the terms of the Data Protection Act 1998.6 Intellectual property rightsAll design, copyright, trade marks and all other intellectual property rights in or relating to us shall remain our property and where applicable shall only be reproduced with the permission of the rights’ owner, such as us, the content suppliers, Third Parties and/or users.7 Limitation of liabilityOur entire liability under or in connection with these Conditions (whether in respect of the provision of the Services, damages, breach, indemnity or otherwise) shall not in any circumstance exceed the amount of the Charges paid by you for the provision of the Services for the period not exceeding 12 months.We are not authorized by the Financial Services Authority to provide investment or financial advice. By signing these Conditions you acknowledge that we have not provided you with financial advice.We shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from any Information supplied by us which is incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or any other fault.Except in respect of death or personal injury caused by our negligence, by reason of any representation (unless fraudulent), or any term or any duty for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss, loss of goodwill, data and all other such loss (whether or not arising in the normal course of business), or other economic loss or other claims however caused in the provision of the Services.You agree and acknowledge that the allocation of risk in this clause is fair and reasonable in the circumstances having been taken into account by us in setting the level of Charges and agreeing the extent of Services.We will not be responsible or liable to you or any third party for any information, modification, suspension of or discontinuance of our Services.Website:We are not responsible for your ability to use the website or that it will be available in its current or any other format.We are not responsible or liable to you for any loss of content or material that you upload or download or transmit through the website.It is your decision, where applicable, to use, post, submit, remove or alter information and material to us, or on, to or from the website and we are not responsible or liable for any loss or damage incurred by you or any third party as a result of your doing or failing to do the same.8 Term and terminationThe Term of the Contract shall be as specified in the Contract by the parties.In the event that you elect to terminate any project or Services prior to completion, you agree to pay the Company for any properly incurred expenses associated with the project or such Services that were incurred by or on behalf of us subject to any agreed specified limits in the budget.The Contract may be terminated by you in writing on not less than 7 days notice.Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.9 Force majeureThe Company shall not be liable for any default (or deemed to be in breach of contract) by reason of any delay due to any circumstance beyond their reasonable control.10 Confidential informationThe parties agree not at any time during or after the Term to divulge or allow to be divulged to any person any Confidential Information relating to the business or affairs of the other party to the Contract except as permitted by law or with the other party’s consent.11 WarrantyThe Company makes no express warranties and specifically disclaims any implied warranties, including any implied warranty of fitness for a particular purpose, with respect to the performance of Services under the Contract and these Conditions to the extent permissible by law.The Company does not guarantee, and nothing contained in the Contract or these Conditions shall be construed as a guarantee, that the Service performed or to be performed by the Client will achieve any projected level of results.12 NoticesAny notice or other communications shall be in writing and may be delivered by hand or sent by first class prepaid recorded delivery post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in the Contract (or to such other address as the addressee may from time to time have notified for that purpose) or sent by facsimile transmission to the relevant number. Communications shall be deemed to have been received, if delivered by hand at the time of delivery, if posted 2 working days, 7 working days if prepaid airmail after posting, and if sent by fax transmission, at the date of transmission.13 Acknowledgements and general mattersThe parties acknowledge that the Services are not fault free and it may be impaired by matters, conditions or circumstances beyond our control and you will be entitled to the quality of Service generally provided by the Company to their customers.You agree that (save in respect of statements made fraudulently) you shall have no remedy in respect of any untrue statement upon which you relied in entering the Contract and that your only remedy shall be for breach of contract.It is acknowledged that we shall not be liable for breach of contract or any other failure or defect in performance of the Services (or any Additional Services, work or project) which are performed other than by our employees or performed by the you or your agents or their employees or by any other third parties.If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provisions eliminated.The Company may employ sub-contractors for carrying out any part of the Services.These Conditions (together with the terms (if any) set out in the Contract, any Services Sheet or specification and/or Charges Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.All other warranties, terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.In the event of any conflict between the provisions of these Conditions and the Services Sheet or Charges Sheet, these Conditions shall prevail. In the event of any conflict between the Contract provisions and these Conditions, the parties shall adopt the meaning which best gives commercial efficacy to the Contract having regard to our original intention.No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties and except as otherwise expressly provided or agreed neither party shall have the power to bind the other without the other’s prior written consent.You shall not assign all or any of its rights or obligations under this Agreement without our written consent.Except as expressly provided (including in respect of indemnity), the parties do not intend any term of this Contract to create any rights or benefits to any other party other than the parties to the Contract or to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999but this does not affect any right or remedy of any third party which exists or is available apart from the Act.If any provision of the Contract or these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract or these Conditions and the remainder of the provision in question shall not be affected.You acknowledge that it is your responsibility to ensure that your registration details are correct and up-to-date. If you do not keep us informed of any changes in your contact details we will be unable to keep you fully informed on current and future development information. You can contact us on email: email@example.com or by telephone on 0800 612 6601 or write to us at 4th Floor, Albany House, 324/326 Regent Street, London W1B 3HH to inform us of any changes in your contact details.The Contract and these Conditions shall be governed by the law of England and Wales, and the Client submits to the exclusive jurisdiction of the courts of England and Wales.14. Distance Selling RegulationsWhere we have received instructions from you other than following your personal attendance, under the Consumer Protection (Distance Selling) Regulations 2000, you have a right to cancel the agreement for the supply of our services for up to 7 working days after the day following delivery of these Terms of Business, by giving us notice in writing by post, fax or e-mail. However, we only start acting for you once we receive back these Terms of Business signed by you. By signing the Terms of Business you give us permission to start work immediately, so you will not be able to cancel once we have started work for you.InterpretationIn these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise:“Charges” the Company’s charges as set out in the Contract and from time to time for the provision of the Services unless otherwise expressly agreed between us;“Confidential Information” all and any information (including information of whatever nature relating to the investment property business as a result of the Contract.“Contract” the contract between us and you (in whatever form) for the provision of the Services to which these Conditions relate (whether appended, incorporated or attached);“Services” means the advice and procurement service for property and property related goods and services in the UK and abroad provided by any means including but not limited to telephone, personal meetings, post, email or via our website www.highground.net.“Term” the period from the start date to the end date (being and including any minimum or initial period for the provision of the Services) as set out or agreed under the Contract and continuing thereafter in full force and effect unless terminated in accordance with the provisions of these Conditions;“Third Party” solicitors, mortgage brokers, furniture suppliers, estate agents and any other business or professional that we feel may assist you in your investment;“VAT” value added tax.“We”, “Us” “Our” and “Company” are references to HighGround Property Investment, a trading name of The HighGround Group Limited (Company Registration No. 6447413).“You”, “Your” and “Investor” refer to any individual, company or business (whether registered with us as an investor or not) to whom we provide our Services.