Terms and Conditions - Sellers

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 (LIMITATION OF LIABILITY).

1. INTERPRETATION

The following definitions and rules of interpretation apply to these terms.

1.1 Definitions:

Charges: As set out in clause 7.1 of these terms and conditions.

Contract: the contract between us and you for the supply of the Services in accordance with these terms and conditions.

Offer Letter: being the letter and its contents setting out the details of the offer you have received to sell your business, in accordance with these terms and conditions.

Services: the services to be provided by us, as set out in clause 2.2.

Year: means a 12-month period commencing on the date of the Contract or any anniversary of it.

1.2 Interpretation:
1.2.1 A reference to legislation or a legislative provision:
1.2.1.1 is a reference to it as amended, extended or re-enacted from time to time; and
1.2.1.2 shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email.

2. INFORMATION ABOUT US AND OUR SERVICES

2.1 Alpharize Limited (“us” ”we” “our”) are a company incorporated and registered in England and Wales with company number 15106978 whose registered office is at 3 Hurst Place, Northwood, HA6 2JS. Our primary email address is admin@alpharize.co.uk.
2.2 The services we provide comprise of acting as brokers and an introducer for sellers wishing to sell pharmacies (or any part thereof) in the United Kingdom.
2.3 Upon signing our Offer Letter, this constitutes an offer by you to purchase our Services on an exclusive basis in accordance with these terms and conditions.
2.4 The Offer Letter and its contents shall only be deemed to be accepted by us upon us issuing written acceptance of the Offer Letter at which point and on which date the Contract shall come into existence.
2.5 Any descriptive matter or advertising issued by us, and any descriptions or illustrations contained on our website are issued or published for the sole purpose of giving an approximate idea of the services described on it. They shall not have any contractual force.
2.6 These terms and conditions apply to the exclusion of any other terms that you seek to impose, incorporate, or which are implied by law, trade custom, practice or course of dealing.

3. INFORMATION ABOUT YOU

3.1 You have consented to providing us with relevant personal information which will allow us to contact you regarding our Services relating to, in connection with or ancillary to pharmacy sales.
3.2 Please refer to our Privacy Policy [INCLUDE LINK] for full details of how we process and protect your personal information.
3.3 In order for us to provide our Services, you must register with us as a seller through our website at alpharize.co.uk.
3.4 We will never pass or sell your personal information on to any third party for commercial or marketing purposes.

4. HOW WE SHALL COMMUNICATE WITH YOU

4.1 Upon entering into the Contract, you shall provide us with written confirmation as to your contact details and preferences to ensure confidentiality relating to your pharmacy sale is maintained.
4.2 You will have the option to update your contact preferences at any point after registration by contacting us by email, or in writing to us at our registered office address.

5. OUR SERVICES

5.1 Our services are as set out in clauses 2.2 of these terms and conditions.
5.2 We shall use all reasonable endeavours to meet any performance dates specified in writing between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
5.3 We warrant to you that the Services will be provided using reasonable care and skill.
5.4 We accept no liability for the content or interpretation of any title, regulatory documents (including, but not limited to, Energy Performance Certificates), tenancy documents, whether your pharmacy business is in satisfactory structural order, whether any land is free from contamination and whether any land is compliant with regulations or any land or premises has planning permission or is capable of being developed for the purposes for which it may be required.
5.5 We accept no liability and shall not be responsible for providing any regulatory advice in connection with the Services.
5.6 In the event that we instruct or recommend specialist consultants or third parties on your behalf, you shall enter into a separate contract with that third party and be responsible for payment of any fees and matters relating to such contracts. We shall have no liability for any acts, advice or omissions of such third parties, and provide no warranties in respect of the services they provide.
5.7 Any market projections incorporated within the Services including but not limited to income, expenditure, associated growth rates, interest rates, incentives, yields and costs are projections only and may prove to be inaccurate. Accordingly, such market projections should be interpreted as an indicative assessment only, as opposed to certainties.
5.8 Upon you entering into the Contract, we act for you, in your capacity as seller, on a sole and exclusive basis.
5.9 Except in the case of the confidentiality provisions as set out in our buyer terms and conditions, there shall be no binding contractual obligation between us and the buyer or any potential buyer of your pharmacy business.
5.10 We shall ensure that no conflict of interest shall exist between us and any buyer or potential buyer of your pharmacy business.
5.11 As part of our Services, you will also have access to various articles, reports and blogs allowing you to obtain helpful information regarding leadership, strategy and wellbeing and to network with other pharmacy owners who are thinking of selling their pharmacy business now or in the future and wish to obtain and share knowledge.
5.12 We shall use our reasonable endeavours to ensure that information presented within our articles, reports, and blogs are correct. However, we accept no liability for any party’s reliance on the information contained therein.

6. YOUR RESPONSIBILITIES

6.1 You shall:
6.1.1 ensure that the terms of the Offer Letter are complete and accurate;
6.1.2 co-operate with us in all matters relating to the Services;
6.1.3 provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as we reasonably require;
6.1.4 provide to us in a timely manner all information, documents, items and such other materials in any form as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate;
6.1.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
6.1.6 comply with any additional obligations as set out in writing between the parties from time to time; and
6.1.7 comply with all applicable laws, statutes, regulations and codes from time to time in force when performing its obligations under the Contract.

6.2 If our performance of any of our obligations under the Contract is prevented or delayed by any of act or omission of yours or a failure by you to perform any relevant obligation (Your Default):
6.2.1 without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations in each case to the extent Your Default prevents or delays our performance of any of our obligations;
6.2.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 6.2; and
6.2.3 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly you’re your Default.

7. CHARGES AND PAYMENTS

7.1 The Charges for our Services shall be the greater of:
7.1.1 2% of the purchase price of your pharmacy business; or
7.1.2 the sum of £18,000,
further to our Offer Letter.

7.2 Pursuant to clause 6.1, our fees shall be due upon the date of exchange of unconditional contracts for the sale of your pharmacy business and shall be payable to us by your solicitor or conveyancer on the date of completion thereof. By entering into this Contract, you irrevocably and unconditionally instruct your solicitor or conveyancer to discharge our fees without deductions.

7.3 You also hereby undertake to pay the Charges for our Services:
7.3.1 upon a buyer being introduced by us to you where the sale of the business is completed at any time within 18 months; or
7.3.2 upon a buyer being introduced by another broker, agent or you, or in relation to a buyer who either you were in direct negotiations with or was introduced by another agent prior to or within the period of 18 months from the commencement date of this Contract.

7.4 Please note that where charges are payable, pursuant to clause 7.3, following exchange of unconditional contracts, our Charges shall be premised upon the asking price of the pharmacy business and shall be payable upon the date of completion of the sale.
7.5 You shall also be liable to pay our Charges in the event that, where a buyer is willing and able to exchange unconditional contracts but such exchange does not take place for any reason whatsoever, even if you terminate the Contract, appoint another broker or agent or you withdraw the business from market for sale altogether.
7.6 If you fail to make a payment of our Charges under the Contract by the due date, then, without limiting any other rights or remedies under this Contract, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.7 You hereby further agree to pay all of our legal costs and expenses incurred by us (on a full indemnity basis) in enforcing payment, whether incurred via court proceedings or otherwise relating to non-payment of our Charges.
7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.

9. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
9.3 Nothing in this clause 9 shall limit your payment obligations under the Contract.

9.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
9.4.1 death or personal injury caused by negligence;
9.4.2 fraud or fraudulent misrepresentation; and
9.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.5 Subject to clause 9.2 (No limitation in respect of deliberate default), and clause 9.4 (Liabilities which cannot legally be limited), our total liability to you shall not exceed an amount equal to the Charges in any Year of the Contract.

9.6 Subject clause 9.2 (No limitation in respect of deliberate default), clause 9.3 (No limitation of customer's payment obligations) and clause 9.4 (Liabilities which cannot legally be limited), this clause 9.6 sets out the types of loss that are wholly excluded:
9.6.1 loss of profits.
9.6.2 loss of sales or business.
9.6.3 loss of agreements or contracts.
9.6.4 loss of anticipated savings.
9.6.5 loss of use or corruption of software, data or information.
9.6.6 loss of or damage to goodwill; and
9.6.7 indirect or consequential loss.

9.7 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10. TERMINATION

10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months' written notice.

10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
10.2.1 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.2.2 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business or;
10.2.3 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

10.3 Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.

10.4 Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Contract or any other contract between you and us if:
10.4.1 you fail to pay any amount due under the Contract on the due date for payment;
10.4.2 you become subject to any of the events listed in clause 10.2.2 or clause 10.2.3, or we reasonably believe that you are about to become subject to any of them; and
10.4.3 we reasonably believe that you are about to become subject to any of the events listed in clause 10.2.1.

11. CONSEQUENCES OF TERMINATION

11.1 On termination or expiry of the Contract you shall immediately pay to us all of our outstanding unpaid invoices (including, but not limited to, the Charges set out in clause 7) and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
11.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. GENERAL

12.1 Survival.
12.1.1 On termination or expiry of the Contract, the following clauses shall continue in force: clause 1 (Interpretation), clause 7 (Charges and Payments), clause 8 (Intellectual Property Rights), clause 9 (Limitation of Liability), clause 12.1 (Survival), clause 12.3 (Confidentiality), clause 12.7 (Waiver), clause 12.8 (Severance), clause 12.12 (Governing Law) and clause 12.13 (Jurisdiction).

12.2 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.3 Confidentiality
12.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3.2.
12.3.2 Each party may disclose the other party's confidential information:
12.3.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.3; and
12.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

12.4 Assignment and other dealings.
12.4.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
12.4.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

12.5 Entire agreement.
12.5.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.5.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.5.3 Nothing in this clause shall limit or exclude any liability for fraud.

12.6 Variation. Except as set out in these terms and conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.7 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Contract deleted under this clause 12.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.9 Notices.
12.9.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the email addresses as agreed between the parties from time to time.
12.9.2 Any notice shall be deemed to have been received:
12.9.2.1 if delivered by hand, at the time the notice is left at the proper address;
12.9.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
12.9.2.3 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. In this clause 12.9.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
12.9.3 This clause 12.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.10 Third party rights.
12.10.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.10.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.11 Electronic Signature. You agree to sign this Contract by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of your intention to be bound by this Contract as if signed by manuscript signature.

12.12 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

12.13 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Last Updated: 27 Nov, 2024