Business Introducer – Terms & Conditions

A fee structure which ensure we perform for you

Younion is a results-focused business; we have an innovative fee structure to reflect this.

It’s geared towards us delivering a successful outcome to every client assignment.

Open, honest and reasonable

Our terms of business are an integral part of every brief and can be tailored to suit particular circumstances.

Our aim is to create long-term, mutually successful relationships with our clients. As such, we always seek to agree a fee structure that provides a fair exchange of rewards and results.

Business Introducer – Terms & Conditions

1. Definitions and Interpretation

In this Contract, the following definitions apply:

• “Business” means any business, details of which are provided by us to you;
• “Commencement Date” means the date that you sign the Contract or the date you tell us to begin the Services, whichever is earlier;
• “Completion” means the completion of a Transaction;
• “Fees” means the fees (net of VAT) for the Services calculated in accordance with clause 3 of this Contract;
• “Introduce/Introduction” means the details of a Business or a potential Transaction presented to you by us in whatever form, regardless of whether such Business or potential Transaction was already known to you or not;
• “Permitted Purpose” means considering, evaluating, negotiating or advancing a Transaction;
• “Services” means either: (i) you engaging us to Introduce a Business or a potential Transaction to you; and/or (ii) us Introducing a Business or a potential Transaction to you on a speculative basis, both of which are carried out under the terms of this Contract;
• “Transaction” means the entry into any commercial transaction by you (or, for the purposes of clause 3.5 of this Contract, a third party) including but not limited to the acquisition or sale of the entire issued share capital of a Business, or any interest in such Business, a merger with a Business, the acquisition or sale of some or all of a Business’ assets or any other commercial transaction arising out of our performance of the Services;
• “Transaction Value” means the total value of all assets, liabilities and/or arrangements for cash or monies worth accounted for in the Transaction (before costs, fees, expenses and tax are deducted), whether occurring on Completion or otherwise (including any cash paid on or after Completion; any liability, debt or borrowing of a Business is retained by or within the Business, or repaid, assumed, taken over, assigned, guaranteed or forgiven by a purchaser; any asset of the Business which is not purchased but the benefit of which is transferred to or retained by a vendor or the Business prior to, at or following Completion; any non-cash asset including assets, shares, options, notes or other securities issued or transferred to or retained by a vendor as part of the value of the Transaction on or after Completion valued at the price agreed between the parties to the Transaction or, failing which, by us. Any structuring of the Transaction that reduces the value of the Transaction (for example, by reorganisation, purchase or redemption of shares, pre-Completion dividends or borrowings) will not be taken into account or be deducted when calculating the value of the Transaction for the purposes of this definition;
• “We, us, our” means Younion Consulting Limited: registered in England and Wales under company number 11401404 and registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ; and
• “You, your” means the person or entity to whom we provide the Services under this Contract.

2. Business Introducer Services

• We will carry out the Services for you in consideration of you paying the Fees. The Services are subject to the terms of this Contract.
• We will use reasonable endeavours to Introduce a Business or a potential Transaction suitable for you to consider. We can’t guarantee to find a suitable (or any) Business in our performance of the Services.
• You acknowledge that information about a Business or a potential Transaction has been provided to us from third parties. We can’t make any representations or guarantees that the information is complete or accurate. You acknowledge that it is your responsibility to check the accuracy of any information and to carry out your own investigations and due diligence in respect of a Business and any potential Transaction. We do not accept any liability to you or any third party in this regard.
• We will not:
• offer any legal or financial advice regarding a Business or a Transaction (including advice on the Transaction Value, structure of a Transaction or the financial position or standing of any Business); or
• advise you of the suitability of a Business or a Transaction for you and offer no guarantees or promises in this regard.

3. Fees

• • In consideration of the us performing the Services, the Fees payable are the higher of:
    • £75,000; and
    • a percentage of the Transaction Value as follows:

 

Transaction Value	Fee as % of portion of Transaction Value	Based upon relevant portion of Transaction Value	Total Fees payable
Up to £1,000,000	8%	of Transaction Value up to £1,000,000	Up to £80,000
£1,000,000 to £5,000,000	6%	of Transaction Value between £1,000,000 and £5,000,000 Plus 8% of £1,000,000 = £80,000	From £80,000 up to £320,000* *£80,000 plus up to £240,000
£5,000,000 to £15,000,000	4%	of Transaction Value between £5,000,000 and £15,000,000 Plus 6% of £4,000,000 = £240,000 Plus 8% of £1,000,000 = £80,000	From £320,000 up to £720,000** **£320,000 plus up to £400,000
> £15,000,000	2%	of Transaction Value over £15,000,000 Plus 4% of £10,000,000 = £400,000 Plus 6% of £4,000,000 = £240,000 Plus 8% of £1,000,000 = £80,000	From £720,000*** ***£720,000 plus 1% of (entire Transaction Value less £15,000,000)

 

• The Fees will be payable for all Transactions arising within 3 years of an Introduction.
• If the Transaction Value consists of deferred consideration or non-cash consideration, or the Transaction Value is unclear, the Fees will be based upon the cash equivalent of such consideration, as detailed in the certified copy of agreements made between you and the Business. Our assessment of the Transaction Value will be conclusive and binding.
• If the Transaction Value includes deferred payment, interest or additional consideration, our entitlement to additional Fees will arise on your payment of such additional consideration to the Business. The additional fees will be calculated in accordance with clause 1 of this Contract.
• If we Introduce a Business or a potential Transaction to you and you refer such Business or potential Transaction to another person, entity or other third party who enters into a transaction with that Business within 3 years of our Introduction, you will be deemed to have entered into the Transaction and the Fees will become payable by you.
• If any dispute arises as to the amount of Fees payable by you to us, the dispute will be referred to an independent and experienced third party nominated by us for settlement. Their decision, save in the case of manifest error, will be final and binding on both parties.

4. Payment

• Our invoices are payable on the date of Completion. Fees are non-refundable and are subject to VAT at the prevailing rate.
• If any sums aren’t paid on time, we reserve the right to charge interest at the rate of 5% a year above the Bank of England’s base rate as at the due date of the invoice. Interest will accrue daily on all sums outstanding from the due date of the invoice until payment is received in full.

5. Responsibilities and Liabilities

• • You will be responsible for checking the accuracy of any information and to carry out your own investigations and due diligence in respect of a Business and any potential Transaction.
  • You will always act in good faith towards us.
  • You will inform us immediately if you enter into any heads of terms, negotiations or any other engagement in respect of a Transaction arising from an Introduction, and notify us of the full details of the:
    • proposed Transaction including the Completion date;
    • Transaction Value and payment date(s); and
    • contact details of the advisors engaged by you in connection with the Transaction.
  • You will instruct your legal and professional advisors to provide us with certified copies of all agreements entered into between you and the Business as part of the Transaction and any future related Transaction(s) between you and the Business.
  • You will give an irrevocable instruction to your legal and professional advisors to include amounts equivalent to our Fees within the amount required from you for payment on Completion and to pay the Fees directly to our account (as detailed on our invoice) as part of the Completion process.
  • We can’t accept any responsibility or any liability for any losses or issues arising from the Introduction of any Business or Transaction.
  • We can’t accept any responsibility or any liability for any losses or issues arising (whether for you or any third party) directly or indirectly from any act or omission of the Business under the Transaction.
  • Our entire liability under this Contract or under any duty at common law or in tort (including negligence) will not exceed the aggregate amount of the Fees paid by you in the 12 months preceding the action giving rise to the claim.

6. Confidentiality

• • • You acknowledge that we will be providing you with information that is confidential. In consideration of us providing such information to you, you undertake to:
      • keep such information secret and confidential;
      • not use or exploit such information in any way, except for the Permitted Purpose;
      • not directly or indirectly disclose such information to any person, except as expressly permitted under this Contract;
      • not make any copies, except as expressly permitted under this Contract;
      • ensure that no person gets access to or obtains such information, except as expressly permitted under this Contract;
      • inform us immediately on becoming aware, or suspecting, that such information has been disclosed to, or otherwise obtained by, an unauthorised third party; and
      • not approach or contact any clients, providers to employees or agents of the Business in connection with the Permitted Purpose without the express written consent of the Business.
    • You may only disclose such information:
      • to those of your employees and advisors who need to know the information for the Permitted Purpose. You will remain responsible for their compliance with this clause 6; and
      • to the extent you are required to do so by law provided that, to the extent legally permitted, you give us and/or the Business (as the context requires) as much notice of disclosure as possible and you take into account the reasonable requests of us and/or the Business in relation to the disclosure.
    • All documents and other records (in whatever form) containing confidential information supplied to us by you will be returned promptly to you on termination of this Contract.
    • You undertake to indemnify and keep us indemnified against any claims, damages, losses and costs incurred by us (including legal and professional fees) arising out of any breach by you of this clause.

7. Legal Compliance

• • • • Both you and we will comply with all applicable anti-slavery and human trafficking laws and regulations in force from time to time, including the Modern Slavery Act 2015.
      • Both you and we will comply with all applicable anti-bribery and anti-corruption laws and regulations in force from time to time, including the Bribery Act 2010.
      • Both you and we are Data Controllers (as defined in the UK GDPR) in our own right and will comply with the provisions of the Data Protection Act 2018 and the UK GDPR when receiving and processing relevant data.

8. Assignment

• • • • • You will not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.

9. Variation

• • • • • • No change to this Contract will be valid unless confirmed in writing by one of our directors.
          • We reserve the right to change or amend these terms and conditions at any time.

10. Boilerplate

• • • • • • • Any waiver by us of any breach of these terms and conditions by you won’t be considered a waiver of any further breach of the same or any other term.
            • If any term of these terms and conditions is held by any competent authority to be invalid, unlawful or unenforceable, either in whole or in part, that term (or part of it) will be severed from the Contract and the validity of the rest of the Contract will not be affected. You and we will use our reasonable endeavours to agree an equivalent but valid replacement term.
            • A person who is not a party to this Contract will have no rights to enforce its terms, whether arising under the Contract (Rights of Third Parties) Act 1999 or otherwise.
            • This Contract is governed by the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction regarding any claim in connection with this Contract.

11. Other Terms

In the event this Contract results in any engagements for employment or other work because of an Introduction, our Recruitment Terms and Conditions will take immediate effect and apply to that engagement.

 

These Business Introducer Terms and Conditions are effective from 06 April 2023 and supersede all previous versions of business introducer terms and conditions of Younion Consulting Limited.

If you would like to find out more about how we might agree terms in relation to you and your business, please contact our Managing Director, Simon Mackfall: simon.mackfall@younion.co.uk

You can call us now on +44 (0)1565 757 785.