Definitions and Interpreation

“Agreement” means the sole selling rights Vendor Listing Agreement.

“Affiliate” means any Connected Person and any holding company, parent, subsidiary, associated company, shareholder, partner, director, employee, contractor, consultant, or agent of any such party, or any other party acting upon the instructions of a person, firm or company and shall include any of the above whether before or after any sales, merger or other transfer of ownership.

“Assets” means all the property assets and rights used in or for the conduct of the Business or which are sold to a Purchaser or are reserved as part of a Sale including any land, buildings, fixtures and fittings, goodwill, raw materials, stock, work in progress, plant, machinery, equipment, intellectual property rights, franchises, leasing, hiring agreements, any other contracts whatsoever, cash or book debts at completion of a Sale. Where the Business is a company this also includes the shares, or ownership interests or other receivables in that company, any other shares or ownership interests sold or retained together with the shares or ownership interests of any other business which is sold or retained as a result of a Sale.

“The Brokerage” or “BizSales” means BizSales Business Brokers Ltd (NI60653), a company with its registered head office at K2 WIN Business Park, Newry BT35 6PH, and registered to trade in Northern Ireland as BizSales (312150), a business with registered offices at 11b Lower Dorset Street, Dublin 1, and its agents thereof.

“Brokerage’s Remuneration” is the percentage of the Sale Value and is paid to the Brokerage on the Effective Sale Date for the provision of the Brokerage Service. The Minimum fee is £8k or the equivalent amount in the vendor’s local currency.

“Business” means the full legal name of the business of the person or firm trading under the name set out in the Seller Listing Agreement, or the legal name of the company trading under that name as set out in the Agreement and shall include any or all of the Assets and any other business or businesses, assets or shares owned by the company (whether or not co-owned by third parties)

“Contract Period”. A minimum period of 12 months and continually thereafter until sold or until the expiry of a period of one months written notice.

“Cooling Off Period” A period of 14 days after the appointment of the Brokerage in which the Vendor may change his mind about selling, enacted by sending recorded written confirmation of such to the Brokerage’s UK address.

“Connected Person” means all of those persons incorporated bodies and other entities including trusties and/or pension funds administrators for the benefit of a Vendor or any Affiliate, or as appointed by the administrator, liquidator or company registrar, and shall also mean any other person in any form of business or personal relationship with a Vendor or any Affiliate including any unmarried partner whether of the same or the opposite sex.

“Effective Sale Date” is date on when the Vendor accepts; or, completes an offer to purchase; or, the Vendor transfers any part of the ownership/control of the business or a significant part of its assets to a third party; or, the Vendor sells or transfers ownership or control of the business or a significant part of it's assets to a third party to any person, firm or entity introduced by the Brokerage to the business; or, such person, firm or entity who becomes aware of the business through the efforts of the brokerage.

“Exclusive and Sole agency” means that the Vendor will be liable to pay remuneration to the Brokerage, in addition to any other costs or charges agreed, if at any time contracts for the Sale are exchanged with a Purchaser introduced by the Brokerage during the period of the Brokerage’ sole agency or with whom the Brokerage had negotiations about the Business during that period; or A Purchaser introduced by another agent during that period. If the Brokerage Remuneration is paid before receipt of the net proceeds of the sale, this could provide a significant financial saving to the seller, in that (a) the VAT can be claimed back by the business, (b) it reduces the net proceeds of the sale thus reducing capital gains tax liability. If paid after the sale, VAT has to be paid personally by the seller, and it cannot be used to reduce the net proceeds of sale.

“Exclusive and Sole selling rights” means that The Vendor will be liable to pay remuneration to the Brokerage, in addition to any other costs or charges agreed, if contracts for the Sale are exchanged in the Contract Period during which the Brokerage has sole selling rights, even if the Purchaser was not found by the Brokerage but by another agent or by any other person including the Vendor; or if contracts for the Sale are exchanged after the expiry of the Contract Period during which the Brokerage have sole selling rights but to a Purchaser who was introduced to the Vendor during that period or with whom the Brokerage had negotiations about the Business during that period.

“Late payment of commercial debts regulations” means the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002 in the UK, and European Communities (Late Payment in Commercial Transactions) Regulations 2002 in Rep of Northern Ireland. The brokerage reserves the right to claim Contractual compound Interest at 3% and a £25 administration fee per month from the date the debt becomes overdue and whilst the debt remains unpaid, as well as compensation towards the relevant recovery costs and fees incurred by the Brokerage as a consequence of late payment.

“Proceeds” of the sale shall have the same meaning as Sale Value.

“Purchaser” means any person or business that completes a Sale.

“Sale” means without limitation the sale, transfer, merger, lease, licence, option, joint venture, partnership or other financial arrangements or disposal in whole or in part of the business, it’s shares, or any of it’s assets or liabilities. A Sale also means the transfer or any other disposition of the Business or any of the Assets whether by sale, merger, trade, conveyance, option, transfer, lease, licence or otherwise and shall include a company buy-back of its own shares or management buy-out or earn-out or any other form of merger/de-merger or other re-organisation or reconstruction of the Business. It will also including the transfer of one or more Assets from one owner to another prior to transfer to a Purchaser and any liquidation, winding up, dissolution or any other form of amalgamation or reconstruction of the Business or where the Vendor and Purchaser or any Affiliate of either party enters into any other relationship whatsoever together including any financing arrangement subscription for shares or securities of any description, any consultancy, employment arrangement, joint venture, or any combination of any of the above and whether the consideration for the same is either wholly or partly, in cash or in some other form and whether payable in whole or in part on completion on or at any other date or future dates.

“Sale Value” means the total value of all consideration paid or paid in kind or agreed to be paid or paid in kind (whether or not it is received) and the total value of all other consideration or matters brought into account otherwise at any time in respect of a Sale. These will include the sum to be paid for the business (or projected to be paid if payment is deferred), its assets, and the monetary equivalent value of all non cash considerations, or any debts or liabilities paid, satisfied or relieved by the purchaser, but before any deductions of costs, tax or any other expenses.

In the event that any such value decreases after completion of a Sale such decrease shall be disregarded for the purpose of the calculation of The Brokerage’ remuneration under these Terms. However if any such value increases after completion of a Sale such increase shall be taken into account for such purpose, whether or not such increase is received, in each case without any set off, withholding or any other deduction or counterclaim, including any or all payment or set off or other credit for the Business non-competition agreements, employment and/or consultancy agreements, or compensation for the termination of any such agreement, options of any type any payment for freehold property, the total value of any lease including the value of any renewal any lease premiums or reverse premiums, rents payment for or in lieu of repairs/decay, the value of any license or other arrangement for the use of any property or buildings, or any other payments for land whatsoever, pensions or other benefits, dividends, benefits in kind, any royalties, earn-outs, deferred or future consideration however calculated, together with the value of the assumption by the Purchaser or any third party, or the release or waiver of any of the Vendor’s and/or the Business’s liabilities of any kind or vice versa. or the liabilities of any kind of any Affiliate of either party whether actual or contingent including the redemption of any mortgage, or the repayment of any other loan or debt, the assumption of any obligations under any agreement, or the notation of any contract including hire purchase, contract hire, or other finance agreements releases including releases or waivers of liabilities, guarantees, indemnities, or any other consideration whatsoever passing or taken into account between the Vendor and/or the Business and the Purchaser, or any third party or any of their Affiliates in respect of a Sale.

If ownership or control of the business, by whatever means, or a significant portion of the assets of the business are sold or transferred to a third party, then the brokerage fee payable will be calculated pro rata subject to a full fee being payable if the ownership or control transfer represents a controlling share of the business.

In the Sale of any or all of the shares of a company the Sale Value shall be computed by multiplying the price paid per share by the total number of issued shares in respect of that company together with the value of the liabilities retained by the Business or otherwise assumed by a Purchaser whether as principal or guarantor or otherwise and any other obligation or liability from which the Vendor or any Affiliate is released.

All references to ‘Sale Value’ shall mean, where consideration is paid or agreed to be paid, the amount of that consideration, and where consideration is not paid but is brought into account in accordance with the definition of Sale Value. Open market value in respect thereof and any dispute as to what constitutes open market value shall be determined by an expert to be appointed by agreement between the parties or if not, by the president of the Institute of Chartered Accountants in the country the company is registered in and such person shall decide upon the procedure for determining the value in dispute and any provisions for payment of costs and shall act as expert not as arbitrator and his decision shall be final and binding on the parties.

“Price”: “Asking Price” means the initial figure at which the vendor instructs the Brokerage to begin selling the business. The “Minimum Acceptable Price” means the lowest figure at which the vendor would agree to a sale. The Brokerage has not carried out a valuation to determine the Asking Price or reasonableness of the instructed price. The Brokerage does not purport that the Asking Price is achievable and therefore no warranties are given if it is attainable. If not instructed otherwise, the asking price is 100% of the turnover of the business. In not instructed otherwise, the minimum acceptable price is 80% of the asking price.

“Terms” means these terms of business.

“Transaction” shall have the same meaning as Sale.

“Submit” or “Send” or similar electronic affirmation will, in line with national and international e-commerce law, carry with it the same effect and legal validity as if the person had signed a written copy of same and posted it by recorded delivery.

“Vendor” means the true legal owner(s) and where one or more person, the liability shall be joint and several. It shall also include any Affiliate and owner of any Asset that is sold or transferred to a Purchaser, or that is retained or reserved as part of or as a consequence of a Sale and where the Vendor instructs the Brokerage in respect of a Sale which includes any other business or businesses, assets or shares belonging to a 3rd party.

Reference to any law, statute or statutory provision includes a reference to that law, statute or statutory provision as from time to time amended and extended. Words denoting the singular shall include the plural and vice versa. Words denoting persons shall include person or persons, partnership, company, company, body, clubs, firms, corporations or other incorporated associations and vice versa. Words denoting a masculine gender shall mean any gender. The headings in these Terms are inserted for convenience only and shall not affect the construction or interpretation of these Terms. References herein to ‘including’ or to similar expressions shall be construed non-exclusively and without limitation. Words shall have these meanings unless the context requires otherwise. These Terms and any Agreements apply in full to on-line e-commerce transactions with the same legal validity as if the person had signed a written copy of same.