Terms of Business

Wilton Blue Limited (“us”, “we” or “our”) is registered at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ in England & Wales with company number (14530546).

These terms of business set out the terms on which we provide our services to you.
Should you have any questions in relation to these terms please contact us.
The following definitions and rules of interpretation apply to these Terms.

Definitions: Interpretation

• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Commencement Date: has the meaning given in clause 2.4.
• Commission: the charges payable by you for the supply of the Services as set out in clause 5.
• Contract: the contract between you and us for the supply of Services in accordance with these Conditions.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
• Property: the residential property address being the property you wish to purchase or lease as completed on the online form or paper form.
• Services: the services we provide you of negotiating on a purchase/rental of a Property and such other services as may be agreed with you in writing from time to time.
• You or “you”: the person or persons buying the Property or leasing the Property and instructing us to perform the Services.
• Your Default: has the meaning set out in clause 4.2.

1.1 Interpretation:

(a) A legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made under that legislation or legislative provision.
(b) 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.
(c) A reference to writing or written includes email but not fax.

2. Basis of contract

2.1 This contract is deemed to be accepted when you sign the online form (or paper form) to confirm acceptance of the contract subject to these terms.

2.2 You agree to instruct us to act exclusively (with the exception of any estate agent selling the Property) on your behalf to provide the Service in respect of the Property.

2.3 We act for customers based in the United Kingdom in their personal capacity (not commercial customers) and only in respect of residential properties and leases. If you are based outside the United Kingdom and would like us to provide the Service please contact us as this will be at our sole discretion.

2.4 The order form shall only be deemed to be accepted when we issue written acceptance of the order form at which point and on which date the Contract shall come into existence (Commencement Date).

2.5 These terms apply to the Contract to the exclusion of any other terms that the you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.6 Should the Property negotiation be unsuccessful and you wish to instruct us to negotiate on a different property, this will attract a separate Commission. Should you instruct us in respect of multiple Properties, each Property shall incur a separate Commission.

3. Supply of Services

3.1 We shall provide the Services to you in respect of the Property and use reasonable endeavours to secure the Property at the lowest possible purchase price.

3.2 We will update you by email or telephone.

3.3 We will not act for buyer and seller in respect of the same Property.

3.4 We will not be party to any final contract in respect of the lease or sale and purchase of the Property and will only provide the Services on your behalf in respect of the Property.

3.5 This clause is in addition to the Data Protection Act 2018. We will be a “Processor” of your Personal Data and you are the “Controller” as defined in the Data Protection Act 2018. We will:
a) comply with the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended from time to time (“Data Protection Laws);
b) only process your Personal Data as required to fulfil the Services and as required to comply with the Data Protection Laws;
c) Ensure we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful of Personal Data and against accidental loss or destruction of, or damage to, Êto Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
d) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
e) not transfer any Personal Data outside of the UK without your prior written consent; and
f) we will notify you without undue delay of any Personal Data breach.

4. Your obligations

4.1 You shall:
(a) ensure that the order form is complete and accurate;
(b) co-operate with us in all matters relating to the Services;
(c) provide consent for us to act and negotiate on your behalf with estate agents and vendors or other parties as necessary to provide the Services and will do all such acts to provide such consent confirmation as reasonably required by us;
(d) provide clear instructions on the permitted financial negotiations and other negotiation information;
(e) provide any documents and information relating to the Property;
(f) provide us, our employees, agents, consultants and subcontractors, with access to the Property as reasonably required by us;
(g) provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(h) obtain and maintain all necessary permissions and consents which may be required for the Services; and
(i) keep us informed of any developments and communication in a timely manner.

4.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Your Default):
(a) without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve it from the performance of any of its obligations in each case to the extent Your Default prevents or delays our performance of any of our obligations;
(b) 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 4.2.

5. Commission

5.1 In consideration for the Services, you shall pay a Commission of 20% on the reduction negotiated off the listed price of the Property or, in the case of a rental, a total of 20% on the reduction negotiated off the listed rental price (for the duration of the initial term agreed).
For example, if a property is listed at £300,000 and we negotiate a discount of £10,000, a commission of 20% shall apply to the £10,000.

5.2 The price of the Property shall be that originally agreed at the point of exchange. For the avoidance of doubt, should the price of the Property be increased or decreased this will not be taken into consideration as only the original agreed price shall determine the commission.

5.3 Commission shall be paid by bank transfer to the bank specified on our invoice in British Pounds from a bank account in England in your name.

5.4 We shall cover the cost of any expenses incurred by us in the course of providing Services.

5.5 We shall invoice you on completion of the Service.

5.6 You shall pay the invoice submitted by us:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account specified on the invoice.

5.7 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.8 If you are purchasing the property jointly with another, you are both jointly and severally liable for the Charge.

5.9 If you fail to make a payment due to under the Contract by the due date, then, without limiting our remedies under clause 7, 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 5.9 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%.

5.10 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).

6. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

6.1 We have obtained professional indemnity insurance cover in respect of its own legal liability for individual claims not exceeding £250,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making our own arrangements for the insurance of any excess loss.

6.2 References to liability in this clause 6 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

6.4 Nothing in this clause 6 shall limit your payment obligation under the Contract.

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

6.6 We shall not be liable to you for being unable to agree a purchase price on the Property or not securing the Property.

6.7 Subject to clause 6.3 (No limitation in respect of deliberate default), and clause 6.4 (Liabilities which cannot legally be limited), our total liability to you:
(a) for loss arising from our failure to comply with our data processing obligations under clause 3.5 shall not exceed £1000; and
(b) for all other loss or damage shall not exceed £1000.

6.8 The caps on our liabilities shall be reduced by:
(a) payment of an uncapped liability; and
(b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

6.9 Subject clause 6.3 (No limitation in respect of deliberate default), clause 6.4 (No limitation of your obligations) and clause 6.5 (Liabilities which cannot legally be limited), this clause 6.9 sets out the types of loss that are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.

6.10 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

6.11 Unless you notify us that you intend to make a claim in respect of an event within the notice period, you 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 the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

6.12 This clause 6 shall survive termination of the Contract.

7. Termination

7.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 2 weeks written notice.

7.2 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:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; or
(b) The Property is no longer available for sale or lease.

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

7.4 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 us if you fail to pay any amount due under the Contract on the due date for payment.

8. Consequences of termination

8.1 On termination or expiry of the Contract you shall immediately pay to us all of our outstanding unpaid invoices 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.

8.2 If Services have been partially performed by us and you decide to terminate for convenience in accordance with clause 7.1, we shall be entitled to invoice a reasonable and proportionate sum for our Services up to termination.

8.3 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.

8.4 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.

9. General

9.1 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.

9.2 Assignment and other dealings
(a) 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.
(b) 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 without our prior written consent.

9.3 Confidentiality
(a) We may disclose your confidential information:
(i) to our employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out our obligations under the Contract. We shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses your confidential information comply with this clause 9.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(b) We shall not use your confidential information for any purpose other than to perform our obligations under the Contract.

9.4 Entire agreement
(a) 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.
(b) 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.
(c) Nothing in this clause shall limit or exclude any liability for fraud.

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

9.6 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.

9.7 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 9.7 we 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.

9.8 Notices
(a) Any notice or other communication 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 our registered office address as stated at the beginning of these terms and your current address as specified on the order form, or sent by email to the address specified in your order form or to us at [email protected], or such other addresses as either party may notify to the other.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) 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
(iii) 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 9.8(b)(iii), 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.
(c) This clause 9.8 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.

9.9 Third party rights
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.

9.10 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.

9.11 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.

WILTON BLUE TERMS OF BUSINESS