Terms and Conditions

Terms & Conditions for Businesses for Sale Co.com

1.
Introduction and Disclaimer
1.1
The use of the website www.businessesforsaleco.com (“the Website”), including use of the services provided by Premier Business Sales Limited (“us”, “we”) through or relating to the Website and/or the publication and making available of details relating to the sale and purchase of businesses, business franchises and/or business opportunities (“the Service”), is subject to these terms and conditions.
1.2
References to “you” in these terms apply to any person who wishes to use the Website or the Service, including to advertise, buy or sell a business or opportunity (including a business or opportunity you are advertising, buying or selling as broker or agent).
1.3
We believe that the internet has great potential for you to increase your customer base and find a business opportunity or a buyer for your business opportunity. However, we give no guarantees, and exclude all warranties express and implied. We do not accept any liability to any person through any loss or damage of any kind (whether or not we ought reasonably to have know of or been advised of the possibility of the same) which may arise from the use of the Service or from any event that may occur as a result of the Service.
2.
Conditions for use of the ServiceBefore you use the Service, you must agree to accept the conditions which are set out below.
2.1
You agree to provide information about your business sale or opportunity that is accurate, current and not misleading, and to maintain and update your text and photographs to keep them accurate, current and not misleading. You shall be responsible for giving us any necessary information to enable us to place your advertisement. You acknowledge that if your data is untrue, inaccurate, not current or misleading in any respect we reserve the right to terminate your use of the Website and/or the Service.
2.2
You are solely responsible for the content or information you publish or display (“Post”) on the Website, or submit to us to publish, and for providing all materials (including photographs and wording) we may require for inclusion on the Website or related cos. You will not Post, or ask us to include, on the Service or transmit to other users of the Service any defamatory, inaccurate, offensive, sexually oriented, libellous, or illegal material, or any material that infringes or violates another person’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity) or material of any kind that may give rise to civil liability or otherwise violate any national or international law.
2.3
You will use the Service in a manner consistent with any and all applicable laws and regulations (including, without limitation, advertising standards colines).
2.4
We reserve the right, but have no obligation, to monitor the materials posted on the site or transmitted to users of the Service. We shall have the right but not the obligation to remove or modify any such material that, in our sole discretion, violates the law or these terms. Notwithstanding this right, you remain solely responsible for the content of the materials you Post or ask us to publish when using the Service, and your e-mail messages.
2.5
This Website is a co to the sale and purchase of businesses, business franchises and/or business opportunities. We do not buy or sell businesses. Any businesses or opportunities advertised for sale on the Website are offered for sale by the third party whose name and address appears alongside the item on the Website (“the Seller”) and are subject to availability among other things.
2.6
If you are looking to buy or invest in a business or opportunity you are responsible for ensuring that it will meet your requirements and expectations. We strongly recommend you take appropriate advice from a solicitor or other specialist adviser before committing yourself or your money. In the case of franchises you could also consult the British Franchise Association.
2.7
We are not authorised or regulated by the Financial Services Authority or any other regulatory body and you are strictly prohibited from offering any form of shares, bonds, securities, collective investment schemes or any other regulated or controlled investment through the Website or the Service. Please take specialist advice or contact us at the above address if you have any doubts as to whether you can advertise a particular item on this Website.
2.8
If you enter into a contract in relation to a business or opportunity advertised through this Website, you will do so on terms and conditions to be agreed between you and the other party (likely to be the buyer, Seller, franchisee or franchisor). We are not a party to those terms and we are in no way responsible for the terms that will apply. Please ensure you read and understand any terms and conditions or contract you are asked to sign, and take appropriate legal advice before committing yourself. We are not obliged to mediate between parties or enforce or execute fulfilment of any contract.
2.9
You acknowledge that your failure to fulfil your obligations under the terms you enter into may be legally actionable by the other party or parties.
2.10
We reserve the right to refuse to upload any business listing if we, in our reasonable opinion, consider such listing to be improper, fraudulent or otherwise not bona fide.
2.11
Any use of the Website by Sellers/Brokers to advertise businesses that are of a similar nature to the Website and/or which we deem as being in competition with the Service, is strictly prohibited. Any such business will be removed and all fees paid in respect of it are non-refundable.
2.12
You will not transmit any unsolicited mail, chain letters, spam or junk e-mails to users of the Service.
2.13
You will not express or imply that any statements you make are endorsed by us.
2.14
You will not collect personal information about other users of the Service without their express consent.
2.15
You are solely responsible for your interactions with other users of the Service.
3.
Charges and payment
3.1
Unless otherwise agreed with us in writing:
3.1.1
Sellers may purchase advertisement space for three or six months;
3.1.2
Brokers must pay an annual fee for up to ten businesses or opportunities to be advertised within the respective year.
3.2
For all relevant fees please refer to our price co:-http://www.businessesforsaleco.com/User/Seller/SellerRegisterInfo.asp
3.3
[We shall issue an invoice in respect of our charges on receipt by fax or post of your signed order form, and you shall pay to us the charges set out in our invoice on receipt of the invoice.][All fees are non-refundable.] [In the event of your cancellation of the Services we shall at our discretion refund 30% of our charges, but we shall be entitled to retain/invoice 70% of our charges.]
3.4
All charges are exclusive of VAT. Rates of tax and duties on the Services will be those applying at the time of payment.
3.5
All our quotations lapse after 30 days (unless otherwise stated) if we do not withdraw them earlier.
3.6
If you fail to pay any amount payable by you under these terms, we shall be entitled but not obliged to charge you interest on the overdue amount, payable by you forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 2% a year above the base rate for the time being of Barclays Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
3.7
You do not have the right to withhold any retention money or to set off any money you may claim from us against anything you may owe us.
3.8
We reserve the right to make an additional charge to cover our costs if you fail to comply with clause 2.
4.
Warranties and indemnity
4.1
We shall perform the Services with reasonable care and skill.
4.2
Except as set out in clause 4.1, we give no warranty (and exclude any warranty, term or condition that would otherwise be implied), including without limitation as to the potential performance of the businesses and opportunities advertised or the Website.
4.3
These terms set out the full extent of our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into these terms or any collateral contract (whether by statute or otherwise) are (save where mentioned in these terms) hereby expressly excluded.
4.4
You agree to fully indemnify us from and against all actions, costs, claims, demands, expenses, liabilities, losses and proceedings (including, where relevant, fines, penalties, legal fees, fees of consultants or experts) whether direct or consequential (including, but without limitation, any economic loss or other loss of turnover, profits, business or goodwill), incurred by us directly or indirectly as a result of or in connection with your data, breach by you of any term of these or the terms and conditions for use of the Website or any relevant law, the use of the Website by your employees, agents or contractors and/or your activities in connection with the Services.
4.5
You expressly acknowledge that the provisions of clause 4.4 satisfy the requirements of reasonableness specified in the Unfair Contract Terms Act 1977 and that you shall be estopped from claiming the contrary at any future date in the event of any dispute with us concerning liability under these terms.
5.
Limitation of remedies and liability
5.1
Nothing in these terms shall operate to exclude or limit our liability for:
5.1.1
death or personal injury caused by its negligence;
5.1.2
any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
5.1.3
fraud; or
5.1.4
any other liability which cannot be excluded or limited under applicable law.
5.2
We shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage. We accept no liability in respect of the use of the Website or any of the materials contained in it, or as a result of withdrawing and/or screening editing or removing any materials or content on the Website or otherwise, lack of availability of the Website or any part of it or its content.
5.3
Subject to clauses 5.1 and 5.2, our aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with these terms or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total charges paid by you to us under these terms in that calendar year.
5.4
You acknowledge that no representations were made prior to entering into these terms. You agree that, in entering into these terms, you did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in these terms. You shall have no remedy in respect of any representation (whether written or oral) made to it upon which it relied in entering into these terms and we shall have no liability otherwise than pursuant to the express terms of these terms.
6.
Use of the Website
6.1
We reserve the right at any time to remove, screen or edit any materials or content on the Website at our sole discretion without prior notice and without there being any liability on our part. You further accept that such changes may result in your being unable to access the Website or part of it. We may have to suspend the Website from time to time to carry out maintenance and to make upgrades.
6.2
You agree not to do or cause to be done anything which might interfere with the proper working of the Website.
6.3
You agree to use the Website only for lawful purposes, and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of this site by any third party.
6.4
If you submit any contribution to the Website (including without limitation any text, graphics, video or audio) you acknowledge that, save as otherwise agreed, by making such a submission, you grant us a perpetual, royalty-free, non-exclusive, sublicenseable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, and exercise all copyright and publicity rights with respect to any such work worldwide and/or to incorporate it in other works in any media now known or later developed for the full term of any rights that may exist in such content. If you do not wish to grant us such rights you must not submit your contribution us. By submitting your contribution to this Website, you warrant that such contribution is:
6.4.1
your own original work and that you have the right to make it available to us for all the purposes specified above;
6.4.2
not defamatory; and
6.4.3
does not infringe any law.
6.5
You agree to waive any moral rights in your contribution for the purposes of its submission to and publication on the Website and the other purposes specified above.
6.6
[We shall provide you with a confidential username and password to enable you to access parts of the Website. You must maintain the confidentiality of your username and password and must reveal them to no one. You must immediately notify us if you know or suspect that your username and/or password have been disclosed to any other person.]
6.7
Unless otherwise specified, the materials on this Website are directed solely at those who access this Website from the United Kingdom mainland. We make no representation that anything referred to in the materials on this Website is appropriate for use, or available, in other locations. Those who choose to access this site from locations other than the United Kingdom mainland are responsible for compliance with local laws if and to the extent local laws are applicable.
6.8
Although we make every effort to ensure the details on this Website are correct, please note we give no guarantee as to, and have no liability in relation to, the currency, usefulness or accuracy of any of the content of this Website. There may be occasions when some of the information featured on the Website may contain incomplete or misleading data, typographical errors, or other inaccuracies. Any errors are wholly unintentional and we apologise for any inconvenience which this might cause. You acknowledge that you are responsible for inputting the correct information requested of you.
6.9
Given the unpredictabilities of technology, we do not warrant (either expressly or impliedly) that the Website will meet your data processing requirements, that the function, operation or accessibility of the Website will be uninterrupted or error-free, that defects will be corrected, or that the Website will be free of viruses or other harmful elements. As a condition of becoming a user of the Website, you agree that your access is undertaken at your own risk and in accordance with the terms of use of the Website applicable from time to time. We shall not be liable for damages of any kind and howsoever arising, (including but not limited to damage caused by viruses, worms or trojan horses) related to your use of, or inability to access or properly use, any part of the Website.
6.10
The colours we use, as well as the display and colour capabilities of your particular computer monitor, will greatly affect what you actually see on the screen. We cannot be held responsible for the limitations of technology and cannot guarantee that your monitor’s display of any colour, texture, or detail of graphics or visual elements of the Website will be accurate.
6.11
Certain hypertext links in this Website will lead to websites which are not under our control. When you activate any of these, you will leave our Website. We have no control over the material on any of these linked websites.
6.12
The inclusion of hyperlinks cannot be taken to imply any endorsement or validation by us of the content of the linked website referred to. Hyperlinks can become out-of-date and cease to work or they can direct users to a website page whose contents or use have been changed by its owner. We accept no responsibility or liabilities for any losses or penalties that may be incurred or for the accuracy of hyperlinks to third party websites, or the content of such third party websites.
7.
Intellectual Property
7.1
All brand names, product and service names and copyright used in this Website (“the Marks”) are Marks of their respective holders. All goodwill associated with the Marks or with our trade names or marks shall inure solely to the benefit of their respective holders or with us, and you shall not assert any claim or ownership to the Marks or to the goodwill or reputation thereof.
7.2
No permission is given by us for the use of the Marks or our trade names or marks by any person other than such holders and such use may constitute an infringement of the holder’s rights.
7.3
All designs and content featured on this Website, including navigational buttons and images, artwork, graphics, photography, text and the like are the copyright of us or our licensors and any use of materials on this Website without our prior written consent is strictly prohibited.
8.
Term and Termination
8.1
Subject to these terms your right to advertise on the Website shall commence on the date of payment of our advance invoice and shall (subject to earlier termination pursuant to this clause) terminate automatically after three or six months (as agreed) if you are a Seller or on the first anniversary of that date if you are a Broker, subject to renewal by prior written agreement with us.
8.2
Each party shall have the right, without prejudice to its other rights or remedies, to terminate the Services immediately by notice to the other if the other:
8.2.1
is in material or persistent breach of any of its or its obligations under these terms and either that breach is incapable of remedy or it shall have failed to remedy that breach within 30 days after receiving written notice requiring it to do so; or
8.2.2
is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or becomes insolvent; or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction); or has an administra­tive or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets; or enters into or proposes any composition or arrangement with its creditors generally; or is subject to any analogous event or proceeding in any applicable jurisdiction.
8.3
On expiry or termination of the Services for whatever reason your right to receive the Services shall cease automatically and all amounts due from you under these terms shall be paid immediately by you. Any termination of these terms or the Services (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of these terms which is expressly or by implication intended to come into force or continue in force on or after that termination.
9.
Force MajeureWe shall not be liable for any delay or non-performance of our obligations under these terms arising from any cause or causes beyond our reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
10.
General
10.1
You may not assign, sub-licence, sub-contract, mortgage or otherwise transfer any of its rights or obligations under these terms without our prior written consent. We may sub-contract any of our obligations under these terms.
10.2
By placing an order with us, you expressly waive any printed terms you may have to the extent that they are inconsistent with these terms.
10.3
No forbearance or delay by either party in enforcing its rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
10.4
If any provision (or part of a provision) of these terms is judged to be illegal or unenforceable, the continu-ation in full force and effect of the remainder of the provisions (or the unaffected part of that provision) will not be prejudiced.
10.5
Any amendment, waiver or variation of these terms shall not be binding on the parties unless set out in writing, expressed to amend these terms and signed by or on behalf of each of the parties.
10.6
No term of these terms is intended to confer a benefit on, or to be enforceable by, any person who is not a party to these terms.
10.7
Notices shall be in writing, and shall be sent to the other party marked for the attention of the person at the business address used by that party at the date of the order, or as updated by notice in writing. Notices may be sent by first-class mail or facsimile transmission provided that facsimile transmissions are confirmed within 24 hours by first-class mailed confirmation of a copy. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting and correctly directed facsimile transmissions shall be deemed to have been received instantaneously on transmission provided that they are confirmed as set out above.
10.8
These terms and any documents referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. All brochures, catalogues and other promotional materials are to be treated as illustrative only. Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
10.9
These Terms shall be governed by and construed in accordance with Scottish law and each party hereby submits to the exclusive jurisdiction of the Scottish courts.