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Spanish MARKET OPPORTUNITIES - TERMS AND CONDITIONS FOR BUYERS ("Terms")
1. DEFINITIONS AND INTERPRETATION
1.1. The following definitions and rules of interpretation apply in these Terms:
Associated Person: has the meaning given in paragraph 4.2 (Anti-Circumvention);
Business Day: a day other than Saturday, Sunday or public holiday in England when banks in London are open for business;
Circumvention: has the meaning given in paragraph 4.1.
Client: any legal or natural person who agrees to comply with these Terms, whether by ticking the electronic acceptance box on LLP’s Market Opportunities platform, by written confirmation (including by email or signed letter) or by any other method of acceptance recognised under paragraph 2.1 below;
Fee: a fee payable by Client to LLP as calculated pursuant to paragraph 3.2;
Group Undertaking: any direct or indirect parent undertaking of Client and any direct or indirect subsidiary undertaking of any such parent undertaking;
Introduction: the communication by the LLP to the Client, whether made by an online listing on the Market Opportunities Platform or by a direct communication by email, orally or in writing (or by a combination thereof), of the address, identity, ownership or other identifying details of a Property or Properties, or of a body corporate owning a Property or Properties, whether the Property is (i) being formally marketed for sale by or on behalf of its owner, or (ii) not formally marketed for sale, but where the LLP anticipates that the Property could nonetheless be acquired from its owner (an “Off-Market Opportunity“);
LLP: means Singer Vielle 2 LLP, a limited liability partnership incorporated in England and Wales with Partnership No. OC308924 and whose registered office is at 5 Technology Park, Colindeep Lane, Colindale, London NW9 6BX;
Market Opportunities Platform: means the LLP’s Market Opportunities Platform located at https://singervielle.com/market-opportunities/.
parent undertaking: has the meaning given to it in the Companies Act 2006 as modified, re-stated, re-enacted;
parties: the Client and the LLP, each a party;
Property: any freehold, leasehold or other legal or beneficial interest or right in, to or over land and/or buildings (or any part of a building) wherever located, including any option, right of pre-emption, overage or similar right affecting such land or buildings, in each case which LLP has identified to Client as an opportunity to acquire; and Properties: more than one Property, and references to a Property include, where the context requires, a Property together with any other Property or Properties identified as part of the same opportunity;
Services: the provision of any or all of the following services: (i) the making of an Introduction or Introductions by the LLP to the Client; (ii) seeking to negotiate and close, on behalf of the Client, the acquisition of any Property or Properties (or any body corporate owning any Property or Properties) which has been the subject of an Introduction;
subsidiary undertaking: has the meaning given to it in the Companies Act 2006 as modified, re-stated, re-enacted;
Tail Period: has the meaning given in paragraph 6.4.
1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4. A reference to a party shall include that party’s personal representatives, successors and permitted assigns.
1.5. A reference to a paragraph means a paragraph of these Terms.
1.6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
2. PERSONAL LIABILITY
2.1 ANY INDIVIDUAL WHO ACCEPTS THESE TERMS FOR AND ON BEHALF OF THE CLIENT – WHETHER BY TICKING THE ELECTRONIC ACCEPTANCE BOX ON LLP’S MARKET OPPORTUNITIES PLATFORM, BY EMAIL CONFIRMATION, BY SIGNED LETTER, OR BY ANY OTHER METHOD OF ACCEPTANCE (THE “SIGNATORY“) – CONFIRMS AND WARRANTS THAT HE OR SHE HAS FULL AUTHORITY TO ACCEPT THESE TERMS FOR AND ON BEHALF OF THE CLIENT AND TO BIND THE CLIENT TO THEM.
2.2 IN CONSIDERATION OF THE LLP AGREEING TO PROVIDE, AND PROVIDING, THE SERVICES TO THE CLIENT ON THE BASIS OF THE WARRANTY SET OUT IN PARAGRAPH 2.1 AND THE PROVISIONS OF THIS PARAGRAPH 2, THE SIGNATORY EXPRESSLY AGREES, IN HIS OR HER PERSONAL CAPACITY AND AS A SEPARATE AND INDEPENDENT OBLIGATION FROM THAT WARRANTY, THAT HE OR SHE SHALL BE JOINTLY AND SEVERALLY LIABLE WITH CLIENT FOR:
(i) THE PAYMENT OF EACH AND EVERY FEE DUE UNDER THESE TERMS; AND
(ii) ALL OTHER SUMS DUE FROM THE CLIENT TO LLP UNDER THESE TERMS.
2.3 THE PERSONAL LIABILITY SET OUT IN PARAGRAPH 2.2 IS IN ADDITION TO, AND SHALL NOT LIMIT OR REDUCE, THE LIABILITY OF CLIENT. THE SIGNATORY ACCEPTS THIS PERSONAL LIABILITY AS A MATERIAL INDUCEMENT TO THE LLP TO PROVIDE THE SERVICES AND ACKNOWLEDGES THAT HE OR SHE HAS HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE BEFORE ACCEPTING THESE TERMS.
2.4 IF, FOR ANY REASON, THE WARRANTY OF AUTHORITY REFERRED TO IN PARAGRAPH 2.1 IS FOUND TO BE INEFFECTIVE, UNTRUE OR UNENFORCEABLE, THAT FINDING SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE SIGNATORY’S PERSONAL LIABILITY UNDER PARAGRAPH 2.2, WHICH IS GIVEN AS A SEPARATE AND SEVERABLE PERSONAL COVENANT BY THE SIGNATORY TO THE LLP, INDEPENDENT OF THE VALIDITY OF THE CLIENT’S OWN ACCEPTANCE OF THESE TERMS.
3. SERVICES AND FEE
3.1. The LLP may provide the Services to the Client from time to time. A Fee shall be payable in accordance with clause 3.2 in respect of any Introduction to a Client which results in the exchange of contracts for the purchase of a Property or Properties or a body corporate owning a Property or Properties which has been the subject of an Introduction whether or not the LLP provides any Services other than an Introduction. For the avoidance of doubt, where a Client views or is otherwise made aware of a Property or Properties via the Market Opportunities Platform and the Client subsequently makes an enquiry to LLP in relation to that Property or those Properties (whether by email, through the Market Opportunities Platform, or by any other means), the Client shall be treated as having accepted the benefit of an Introduction in respect of that Property or those Properties, and the Fee shall be payable in accordance with paragraph 3.2 regardless of whether the Client had prior knowledge of, or had become aware of, the Property or Properties by other means and regardless of whether any Services other than the Introduction are provided.
3.2. In consideration of the Services, the Client agrees to pay to the LLP a fee of 1.5% plus VAT (subject to a minimum fee of £10,000 plus VAT) of:
(i) in the case of exchange of contracts for a purchase of the Property, the purchase price (net of VAT) of any Property which has been the subject of an Introduction as set out in the contract for sale exchanged in respect of that Property; or
(ii) in the case of exchange of contracts for a purchase of a body corporate, an amount equal to the value of any Property which has been the subject of an Introduction and which is owned, directly or indirectly (including through one or more subsidiary or Group Undertakings), by that body corporate, such value to be the open market value of the Property as at the date of exchange of contracts for the acquisition of the relevant body corporate, as reasonably determined by the LLP (acting reasonably) or, if either party so requires, by an independent valuer appointed by agreement between the parties (or, failing agreement, nominated at the request of either party by the President of the Royal Institution of Chartered Surveyors), whose fees shall be borne equally by the parties or in such other proportions as the independent valuer may direct. Where an independent valuer is appointed under this paragraph 3.2(ii), paragraph 15 (Expert Determination) shall apply to that appointment and determination.
3.3 The Fee shall be payable in the circumstances set out in paragraphs 3.1 and 3.2 where the exchange of contracts for the purchase has been undertaken by the Client, by a Group Undertaking of the Client, an Associated Person of the Client or by any person who has received information in relation to such Property or body corporate as a direct or indirect result of any breach by Client of paragraph 4.1 (Anti-Circumvention) and has proceeded to exchange of contracts for its acquisition.
3.4. Each Fee shall be payable by the Client on the earlier of:
(i) the date of completion of the relevant acquisition; and
(ii) the date falling one calendar month following exchange of contracts for the relevant acquisition.
Time for payment is of the essence.
3.5 The Client acknowledges and agrees that these Terms apply to every Introduction made by LLP to Client, and that the Client’s obligation to pay the Fee in accordance with this paragraph 3 arises in respect of each such Introduction regardless of the particular occasion on which, or method by which, the Client accepted these Terms (including on first joining LLP’s Market Opportunities platform, on any subsequent login, or on making a specific enquiry in relation to a Property). For the avoidance of doubt, the Client’s acceptance of these Terms on any one such occasion is sufficient to bind the Client in respect of any Introduction made, or enquiry raised, on that occasion or at any other time at which the Client has accepted these Terms, whether before, on, or after such acceptance.
4. ANTI-CIRCUMVENTION
4.1 Purpose. The purpose of this paragraph 4.1 is to ensure that the LLP receives the Fee to which it is entitled where a Property or body corporate is acquired using the benefit of an Introduction, regardless of the identity of the acquiring party, and to prevent Client or any other person from using an Associated Person, a corporate structure, a change in acquiring vehicle, or any other arrangement or device to avoid, reduce or delay payment of a Fee that would otherwise be due (“Circumvention“). Circumvention includes, without limitation:
(i) the direct or indirect acquisition of a Property or a body corporate owning a Property by an Associated Person;
(ii) the passing of information about a Property, obtained as a result of an Introduction, to any person with a view to that person acquiring the Property or the body corporate owning that Property; and
(iii) any restructuring, novation, assignment or other arrangement entered into with the intention, or having the effect, of causing a Fee not to become payable by, or in respect of an acquisition by, a person other than Client in circumstances where no equivalent Fee is paid to LLP.
4.2 Associated Person. For the purposes of these Terms, “Associated Person” means, in relation to Client:
(i) any Group Undertaking of Client;
(ii) any director, officer, partner, member or shareholder of Client or of any Group Undertaking of Client;
(iii) any spouse, civil partner or close family member of any individual within (ii);
(iv) any trust, nominee, special purpose vehicle or other entity established or used by, or on behalf of, or for the benefit of, Client or any person within (ii) or (iii);
(v) any person who acquires, or agrees to acquire, all or substantially all of the shares, business or assets of Client;
(vi) any person who represents, states or holds themselves out to LLP as acting for, or on behalf of, Client in connection with the acquisition of a Property or a body corporate owning a Property, whether or not that person is in fact authorised to do so by, or otherwise has any relationship with, Client; and
(vii) any other person who acts in concert with, at the direction of, or in consultation with, Client (or any person within (i) to (v)) in connection with the acquisition of a Property or a body corporate owning a Property, in each case whether the relationship or arrangement in question existed at the date of the relevant Introduction or arises afterwards.
4.3 Client’s undertakings. Client shall:
(i) not itself engage in, and shall not permit, encourage or facilitate, any Circumvention;
(ii) procure that each Associated Person to which Client discloses, or which otherwise obtains, details of a Property as a result of an Introduction, enters into a direct written undertaking with LLP, in a form reasonably required by LLP, to be bound by paragraphs 4.1, 4.2 and this paragraph 4.3 as if that Associated Person were the Client; and
(iii) notify LLP promptly in writing if Client becomes aware that any Associated Person is proposing to acquire, or has acquired, any Property.
4.4 Direct liability of Associated Persons. Where an Associated Person has entered into the written undertaking referred to in paragraph 4.3(ii), that Associated Person shall be directly liable to LLP under paragraphs 3.2, 3.3 and 3.4 (Fee) and this paragraph 4.4 as if it were the Client. Whether or not an Associated Person has entered into such a written undertaking, the LLP shall treat that Associated Person’s acquisition of, or proceeding to exchange contracts for the acquisition of, a Property (or a corporate body owning a Property) in circumstances amounting to Circumvention as triggering the Client’s obligation to pay the Fee, and the Client’s liability under these Terms for the Fee and related costs is not reduced or discharged by the fact that an Associated Person has not entered into such a written undertaking. The LLP may pursue the Client, and (where the Associated Person has entered into a written undertaking under paragraph 4.3(ii)) the relevant Associated Person, or both, at its discretion.
4.5 Remedies. Without prejudice to any other right or remedy available to LLP (including its rights under paragraph 4.4), where Circumvention occurs, LLP shall be entitled to recover from Client and/or the relevant Associated Person, jointly and severally:
(i) the Fee that would have been payable under paragraph 3.2 had the acquisition been completed by Client, calculated by reference to the actual acquisition; and
(ii) all reasonable costs (including legal costs) incurred by LLP in investigating and enforcing its rights under this paragraph 4. Client shall indemnify and keep indemnified on demand LLP against all liabilities, losses, claims, costs, expenses and fees incurred by LLP as a result of any Circumvention, whether or not committed by Client itself.
5. LIABILITY
5.1. Subject to paragraph 5.4, and save for any loss which by law cannot be excluded or limited, under no circumstances shall the LLP be liable to the Client for:
(i) any costs, damages, claims or losses sustained or incurred by Client arising directly or indirectly from the direct or indirect acquisition of a Property or a body corporate owning a Property; or
(ii) any actual or alleged indirect loss or consequential loss howsoever arising, including, but not limited to, loss of profits, savings, business or opportunity, loss of publicity, reputation, goodwill or opportunity to enhance reputation or any other sort of economic loss.
5.2 All information provided by the LLP in respect of the Properties is given for guidance purposes only and may not be relied upon by the Client. The LLP makes no representation or warranty as to the accuracy or completeness of such information or the suitability, price, value or condition of or the rights or restrictions attached to any Property and the Client must undertake its own investigations and analysis.
5.3 Nothing in these Terms, excludes or limits the LLP’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be lawfully excluded or limited.
5.4 Subject to paragraph 5.3, the LLP’s total aggregate liability to the Client arising out of or in connection with these Terms, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, shall not exceed the greater of £10,000 and the aggregate Fees paid or payable by the Client to the LLP under these Terms in the 12 months preceding the event giving rise to the liability.
6. TERMINATION
6.1 The Client may terminate the provision of the Services hereunder by notice in writing to LLP, and, subject to paragraph 6.4, no Fee shall be payable by Client in respect of any Property the details of which are provided to Client following the date of receipt of such notice by LLP.
6.2. Without prejudice to any other right or remedy available to it, the LLP may terminate the provision of the Services and/or these Terms with immediate effect by notice in writing to the Client if:
(i) the Client fails to pay any Fee or other sum due under these Terms within the period specified in paragraph 3.4 and remains in default for seven (7) days after being notified in writing to make payment; or
(ii) the Client commits any other serious or material breach of these Terms (including, without limitation, paragraph 4 (Anti-Circumvention) or paragraph 8 (Confidentiality)) and, where such breach is capable of remedy, fails to remedy it within 14 days of being notified in writing to do so.
6.3. Termination of the Services and/or these Terms for any reason shall not affect any rights or liabilities of either party which have accrued as at termination, and paragraphs 3 (Services and Fee), 4 (Anti-Circumvention), 5 (Liability), 8 (Confidentiality), 9 (Notices), and 10 to 18 (inclusive) shall survive termination.
6.4. Notwithstanding termination of the Services and/or these Terms for any reason, the Client shall remain liable to pay the Fee in accordance with paragraphs 3.2, 3.3 and 3.4 in respect of any Property (or any body corporate owning a Property) of which Client, a Group Undertaking, or an Associated Person was, prior to the date of termination, made aware as a direct or indirect result of an Introduction by LLP, where exchange of contracts for its acquisition occurs at any time within twenty-four (24) months following the date of termination (the “Tail Period“).
7. PAYMENTS
7.1. LLP shall issue an invoice to Client in respect of each Fee and any other sum payable under these Terms. Payment of each invoice shall become due upon receipt of that invoice by Client. Time for payment shall be of the essence of these Terms.
7.2. If Client fails to make any payment due to LLP under these Terms within seven (7) days of the date of LLP’s relevant invoice (the “Due Date”) then, without prejudice to any other right or remedy available to LLP:
(i) the LLP may suspend all Services until payment in full has been received and/or terminate these Terms in accordance with paragraph 6.2(i);
(ii) the Client shall pay interest on the overdue amount at the statutory rate of interest determined in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), calculated on a daily basis from the Due Date until actual payment of the overdue amount in full, whether before or after judgment; and the Client shall pay to LLP on demand all reasonable costs and expenses (including reasonable legal fees, court fees, and debt collection agency costs) incurred by the LLP in recovering any overdue amount from the Client. Any amount that remains unpaid after the Due Date shall, from that date, constitute a liquidated debt immediately due and owing from the Client to the LLP. The Client acknowledges that any such amount is an ascertained and certain sum, the quantum of which is not subject to dispute, set-off, or further quantification.
7.3 All amounts due to the LLP under these Terms 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 or as otherwise expressly set out in these Terms.
8. CONFIDENTIALITY
8.1. The Client agrees to keep confidential all information supplied by the LLP to the Client in connection with any Properties and the provision of the Services and shall disclose such information only to its directors, officers, employees, agents and professional advisers in each case only to the extent necessary in connection with the acquisition of any Properties or any body corporate owning any Property or Properties by Client.
8.2. Paragraph 8.1 shall not apply to the disclosure of any information required by law or a court of competent jurisdiction or any governmental or regulatory authority to be disclosed or to any information generally available to the public otherwise than as a result of a breach of paragraph 8.1 or as agreed between the parties in writing.
8.3. The Client shall indemnify and keep indemnified on demand the LLP against all liabilities, losses, claims, costs, expenses and fees incurred by the LLP as a result of any breach by the Client of paragraph 8.1.
9. NOTICES
9.1. Any notice or other communication given to a party under or in connection with these Terms shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next business day delivery service, or by pre-paid airmail providing proof of delivery to (in the case of LLP) Waverley House, 9 Noel Street, London W1F 8GQ , or (in the case of Client) its registered office (if Client is a body corporate) or, in any other case, the last address notified by Client to LLP for the purposes of this paragraph 9 or in either case such other address of a party as that party may notify to the other from time to time; or
(ii) sent by email to (in the case of LLP) invest@singervielle.co.uk or (in the case of Client) any of: (A) the email address used by Client to register on LLP’s Market Opportunities platform; (B) any email address used by Client to communicate with LLP in connection with these Terms, any Introduction or any Property; or (C) any other email address notified by Client to LLP from time to time as being an address for service of notices under this paragraph 9; or, in either case, such other address of a party as that party may notify to the other in accordance with this paragraph 9.1.
9.2. Any notice or other communication shall be deemed to have been duly 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 Business Day delivery service, at 9.00am on the second Business Day after posting;
(iii) if sent by pre-paid airmail providing proof of delivery, at 9.00am on the fifth Business Day after posting;
(iv) 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.
9.3. In this paragraph 9, 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.
9.4 A party may change its details for the purpose of delivery of notices in clause 9.1, the change taking effect for the party notified of the change at 9.00am on the later of:
(i) the date specified in the notice as the effective date for the change; or
(ii) the date five (5) Business Days after deemed receipt of the notice.
9.5 This paragraph 9 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.
10. ASSIGNMENT AND OTHER DEALINGS PROHIBITED
The Client shall not assign, transfer, mortgage, charge, subcontract, appoint sub-agents or delegates, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without the prior written consent of LLP.
11. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, promises, assurances, warranties, representations and understandings between the parties whether written or oral relating to the subject matter of these Terms. The parties each acknowledge that in entering into these Terms neither party relies on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
12. VARIATION
No variation of these Terms shall be effective unless it is in writing and agreed between the parties (or their authorised representatives).
13. WAIVER
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14. RIGHTS AND REMEDIES
The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
15. EXPERT DETERMINATION
15.1. This paragraph 15 applies where an independent valuer (the “Expert”) is appointed under paragraph 3.2(ii) to determine the open market value of a Property for the purposes of calculating the Fee.
15.2. The Expert must prepare a written decision, including reasons, and give notice of the decision (including a copy) to the parties within two months of the matter being referred to the Expert.
15.3. If the Expert dies, or becomes unwilling or incapable of acting, or does not deliver a decision within the time required by paragraph 15.2, then either party may apply to the President of the Royal Institution of Chartered Surveyors to discharge the Expert, and either party may proceed to appoint a replacement Expert in accordance with paragraph 3.2(ii) and this paragraph 15, which shall apply to the replacement Expert as if they were the first Expert to be appointed.
15.4. All matters under this paragraph 15 must be conducted, and the Expert’s decision shall be written, in the English language.
15.5. The parties are entitled to make submissions to the Expert (including oral submissions) and shall provide, or procure that others provide, the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.
15.6. To the extent not provided for in this paragraph 15, the Expert may, in their reasonable discretion, determine such other procedures to assist with the conduct of the determination as they consider just or appropriate, including, to the extent considered necessary, instructing professional advisers to assist them in reaching their determination.
15.7. Each party shall, with reasonable promptness, supply the other party with all information and give the other party access to all documentation, personnel and other things as that other party may reasonably require to make a submission under this paragraph 15.
15.8. The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the open market value of the Property as at the date of exchange of contracts for the acquisition of the relevant body corporate in accordance with paragraph 3.2(ii), which determination may include any issue involving the interpretation of paragraph 3.2(ii), the Expert’s jurisdiction to determine the matters referred to them, and their terms of reference. The Expert’s written decision on the matters referred to them shall be final and binding on the parties in the absence of manifest error or fraud.
15.9. In determining the open market value of the Property, the Expert shall take into account the condition, location and characteristics of the Property and any other matters that a reasonably prudent valuer of commercial property would ordinarily take into account in assessing open market value.
15.10. The Expert may direct that any legal costs and expenses incurred by a party in respect of the determination shall be paid by another party to the determination on the general principle that costs should follow the event, except where it appears to the Expert that, in the circumstances, this is not appropriate in relation to the whole or part of such costs. The Expert’s fees and any costs properly incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall direct, consistent with paragraph 3.2(ii).
15.11. All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert, subject to paragraph 8 (Confidentiality).
15.12. Each party shall act reasonably and co-operate to give effect to the provisions of this paragraph 15 and otherwise do nothing to hinder or prevent the Expert from reaching their determination.
15.13. The Expert, and the Royal Institution of Chartered Surveyors, shall have no liability to the parties for any act or omission in relation to the Expert’s appointment, save in the case of bad faith.
16. JURISDICTION
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 these Terms or its subject matter or formation (including non-contractual disputes or claims).
17. SEVERANCE
17.1. If any provision or part-provision of these Terms 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. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of these Terms.
17.2. If any provision or part-provision of these Terms 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.
18. THIRD PARTY RIGHTS
18.1. The LLP’s successors and assigns shall have the right to enforce any of these Terms.
18.2. Subject to paragraphs 18.1 and 18.3, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
18.3. Notwithstanding paragraph 18.2, the LLP may enforce paragraph 4 (Anti-Circumvention) directly against any Associated Person under the Contracts (Rights of Third Parties) Act 1999, and each Associated Person’s rights and obligations under paragraph 4 are intended to be, and shall be, directly enforceable by the LLP.
18.4 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms are not subject to the consent of any other person.
19. GOVERNING LAW
These Terms and any dispute or claim arising out of or in connection with them or their 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.
