Business Sale – 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 Sale – Terms & Conditions

1. Definitions and Interpretation

1.1. In this Contract, the following definitions apply:“Business Sale” means the entry into a commercial transaction by you for the sale of your business, including the sale of the entire issued share capital of your business or any interest in your business, a merger with any third party, the sale of some or all of your business’ assets or any other similar commercial transaction disposing all or any part of your business;

• “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 Business Sale;“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 Prospective Buyer or a potential Business Sale presented to you by us in whatever form, regardless of whether such Prospective Buyer or potential Business Sale was already known to you or not;“Permitted Purpose” means considering, evaluating, negotiating or advancing a Business Sale;

  “Prospective Buyer” means any person or business, whether or not and wherever incorporated, details of which are provided by us to you;

  “Services” means you engaging us to source or broker a Prospective Buyer or a potential Business Sale to you;

  “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 Sale Broking Services

    • 2.1. 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.
    • 2.2. We will use reasonable endeavours to Introduce Prospective Buyers or a potential Business Sale suitable for you to consider.
    • 2.3. You acknowledge that information about a Prospective Buyer or a potential Business Sale 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 Prospective Buyer and any potential Business Sale. We do not accept any liability to you or any third party in this regard.
    • 2.4. We will not:
      • 2.4.1. offer any legal or financial advice regarding a Business Sale (including advice on the structure of a Business Sale or the financial position or standing of any Prospective Buyer); or
      • 2.4.2. advise you of the suitability of a Prospective Buyer or a Business Sale for you and offer no guarantees or promises in this regard.

  • 3. Fees

    • 3.1. Retained: If you engage us to carry out Services on a retained basis, the Fees will be payable in instalments as follows:
      • 3.1.1. Retainer Period Fee: a mutually agreed fixed amount payable on the Commencement Date; both parties may agree to extend this period. If you instruct us to continue to provide our Services beyond the Retainer Period, this Contract will continue to apply and fees will be charged on a pro-rata basis.
      • 3.1.2 Success Fee: whilst it is common practice for the Prospective Buyer to bear any additional ‘success’ Fees, based on the value of the Transaction which you enter into with them, we reserve the right to charge a maximum of half of these success Fees to you, though only in the absence of payment from the Prospective Buyer in the event of Business Sale – and less any Fees you have already paid in relation to the Retaining Period. These ‘success’ Fees are set out in full in the Table of Fees of our “Business Introduction – Terms & Conditions” provided in this link. These separate terms and conditions are also available in hard copy on request.
    • 3.2. Speculative: If we Introduce a Prospective Buyer to you on a speculative basis and you enter into a Business Sale:
      • 3.2.1. Success Only Fee: whilst it is common practice for the Prospective Buyer to bear any additional ‘success’ Fees, based on the value of the Transaction which you enter into with them, we reserve the right to charge a maximum of half of these success Fees to you, though only in the absence of payment from the Prospective Buyer in the event of Business Sale. These ‘success’ Fees are set out in full in the Table of Fees of our “Business Introduction – Terms & Conditions” provided in this link. These separate terms and conditions are also available in hard copy on request.
    • 3.3. 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

    • 4.1. Our invoices are payable 14 days from the date of invoice. Fees are non-refundable and are subject to VAT at the prevailing rate.
    • 4.2. If any sums aren’t paid on time, interest will accrue daily at the rate of 5% a year above the Bank of England’s base rate from the due date for payment until payment in full.

  • 5. Responsibilities and Liabilities

    • 5.1. 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 Prospective Buyer and any potential Business Sale.
    • 5.2. You will always act in good faith towards us, and we will always act in good faith towards you.
    • 5.3. You will inform us immediately if you enter into any heads of terms, negotiations or any other engagement in respect of a Business Sale arising from an Introduction, and notify us of the full details of the proposed Business Sale including the anticipated Completion date.
    • 5.4. We can’t accept any responsibility or any liability for any losses or issues arising from the Introduction of any Prospective Buyer or Business Sale.
    • 5.5. 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 Prospective Buyer under the Business Sale.
    • 5.6. Our 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

    • 6.1. 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:
      • 6.1.1. keep such information secret and confidential;
      • 6.1.2. not use or exploit such information in any way, except for the Permitted Purpose;
      • 6.1.3. not directly or indirectly disclose such information to any person, except as expressly permitted under this Contract;
      • 6.1.4. not make any copies, except as expressly permitted under this Contract;
      • 6.1.5. ensure that no person gets access to or obtains such information, except as expressly permitted under this Contract;
      • 6.1.6. inform us immediately on becoming aware, or suspecting, that such information has been disclosed to, or otherwise obtained by, an unauthorised third party; and
      • 6.1.7. not approach or contact any clients, providers to employees or agents of the Prospective Buyer in connection with the Permitted Purpose without the express written consent of the Prospective Buyer.
    • 6.2. You may only disclose such information:
      • 6.2.1. 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
      • 6.2.2. to the extent you are required to do so by law provided that, to the extent legally permitted, you give us and/or the Prospective Buyer (as the context requires) as much notice of disclosure as possible and you take into account the reasonable requests of us and/or the Prospective Buyer in relation to the disclosure.
    • 6.3. 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.
    • 6.4. 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 6.

  • 7. Termination

    • 7.1. You or we may terminate this Contract by providing no less than 30 days’ written notice to expire no earlier than the end of the Retainer Period.
    • 7.2. We may terminate this Contract on written notice if you have materially breached this Contract or failed to remedy a material breach within 7 days of becoming aware of it, or where we reasonably believe any of your acts or omissions may bring us into disrepute.
    • 7.3. In the event of termination, any unpaid Fees will become immediately due and payable and any Fees which may subsequently become due under this Contract will remain unaffected by termination.

  • 8. Legal Compliance

    • 8.1. 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.
    • 8.2. 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.
    • 8.3. 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.

  • 9. Assignment

    • 9.1. 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.

  • 10. Variation

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

  • 11. Boilerplate

    • 11.1. 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.
    • 11.2. 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.
    • 11.3. 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.
    • 11.4. 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.

   

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