Terms of Business

Terms of Business

“We”, “Us”, “Our” and “LNHN” means LNH Network Limited and our main place of business is at Chiseldon East, Elcot Mews, Elcot Lane, Marlborough, Wiltshire, SN8 2AE;

“You” and “Your” means the company named on the Associate Membership Agreement; jointly we are referred to as “Both of Us”.

1. Definitions

Whenever the terms below are used in this Agreement, their meanings are as follows:

2. Membership Benefits

2.1. As a Network Member, You will be granted access by Us to the Network Members Hub which will include information, introductions and materials. You will be permitted and licensed to use the material We provide to You as mentioned in the terms of this Agreement on a non-exclusive basis in the Territory.

2.2. Following set up, We will deliver an online induction day to train You in the most effective use of the information and tools that You can access via the Network Members Hub. We will work hard to set up Your access to the Network Members Hub within five (5) working days from your onboarding session.

2.3. We will provide each Authorised User with a unique login and password.

3. Licence Grant

3.1. Subject to the terms of business of this Agreement, You are now granted a personal, royalty-free, non- transferable licence to use the Licensed Material in the Territory for the term of this Agreement.

3.2. You must not make any copies or print outs of the Licensed Materials, other than as reasonably required for Your own internal business operations and will not procure, authorise or assist others to do so.

3.3. You must reproduce all copyright and other notices placed upon the Licensed Materials by Us or Our licensors on all copies and You are excluded from removing any branding which appears on the Licensed Materials which must remain in full at all times. Any of these copies will be subject to the terms of business of this Agreement and must be considered to form part of the Licensed Materials.

3.4. Where You require Us to use any of Your logos, trademarks etc. (“Member IP”), You must grant Us a non-exclusive, royalty-free licence to use the Member IP for the term of this Agreement to the extent necessary to provide the Licensed Materials. You will indemnify Us from and against any losses suffered by Us as a result of any claim that Our use of the Member IP infringes the intellectual property rights of a third party. We will notify You promptly of any claim and will make no admission or settlement of a claim. You will have sole control of the defence and negotiations of the claim.

4. Licence Restrictions

4.1 For the benefit of all members of the Network, You agree to treat Our Licensed Materials as strictly confidential and take all reasonable steps to protect that confidentiality.

4.2 You agree that You:

a) will not share Licensed Materials with any third party. This includes, but is not limited to, through selling, assigning, licencing, leasing, renting, loaning, lending, transmitting, networking, or otherwise distributing;

b) will not adapt, modify, revise, improve, translate, upgrade, enhance or create derivative works of any, or part of any, of Our Licensed Materials. Change is prohibited for any purpose, unless directly permitted by Us in writing;

c)  will use the Licensed Material for Your own business purposes only;

d) will put in place reasonable security measures to safeguard the Licensed Materials provided. This includes protecting them from theft as well as from access by persons other than You or Your Authorised Users;

e)  will take reasonable steps to ensure Your Authorised Users don’t share or divulge any of the passwords that We have provided, to anyone who is not an Authorised User.

5. Additional Responsibilities

5.1 It’s important that You:

a) Let all Your employees know they must treat the Licensed Materials as strictly confidential; and

b) Actively and regularly use the Network Members Hub and the Licensed Materials and promote their use among your employees; and

c)  comply strictly with the Branding Guidelines at all times.

5.2 Throughout the length of your membership, you should ensure you have insurance in place to a sufficient level to cover your liability under this agreement. We may reasonably, on occasion, ask you to provide evidence of this.

5.3 We may, upon providing notice, suspend Your access to the Network Members Hub immediately if We determine that:

a) You or Your Authorised Users may adversely impact or pose a security or legal risk to Us or the Network Members Hub. As an example, this could include, but is not limited to a virus or data breach risk;

b) Your use of the Network Members Hub and/or Licensed Materials is in contravention of this Agreement.

6. Fees

6.1 We know how important it is to understand what you’ll be expected to pay. Your Fees will be invoiced as follows:

a) Set Up and Masterclass onboarding Fee: at least 5 Working Days prior to onboarding.

b) Membership Fee: Monthly in advance (if Your Membership starts part way through a month, the initial Membership Fee will be pro-rated).

c)  Commission: Monthly in arrears.

d) LNHN Generated Opportunity Fees.

6.2 Before onboarding We will invoice the Set Up and Masterclass onboarding Fee. This will be payable by You as mentioned in Clause 6.6. For ease of admin Your Membership Fees will be payable by direct debit. We ask that You take all reasonable steps to set up Your direct debit mandate promptly following execution of this Agreement.

6.3 We ask You to report all land and new homes activities to Us, using the provided Activity Report template, within seven (7) working days of the end of each month. This will include instructions, sales, exchanges and completions relating to Self-Generated Opportunities for both land and new home sales and acquisitions. You should also include Your calculation of the Commission payable. Once We have verified this, We will raise an invoice for the applicable Commission Fee. On reasonable notice We reserve the right to audit Your records and verify Your reported figures.

6.4 When calculating Commission, We will multiply the Commission percentage (%) by the total aggregate value of all revenue received by You, in respect of Unit Sales Fees and Land Fees for land and new homes, in the previous month. (excluding those subject to commission restrictions set out in the Associate Membership Agreement);

6.5 We reserve the right to adjust Fees as We consider necessary. This will only happen at the end of the initial term or annually thereafter, and We will always provide You with thirty (30) days’ notice.

6.6 You will be liable to pay each of Our valid invoices within fourteen (14) days of the date on the invoice without any set-off, withholding, deduction or counter-claim.

6.7 Fees presented are exclusive of sales tax and any other applicable taxes. These will be added to the invoice at the then current rate.

6.8 If You wish to dispute an invoice, it’s important that You notify Us in writing within ten (10) days of receipt of that invoice. Otherwise, without excluding Our other remedies, if You fail to pay any sum due in line with the terms of this Agreement, We reserve the right to:

(i) charge interest on any overdue amount. This will be calculated according to the Late received any notification from You Payments of Commercial Debts (Interest) Act 1998

(ii) suspend Your access to the Network Members Hub until these overdue Fees are paid in full.

6.9 Regardless of Clause 6.9, if Our Commission becomes overdue by more than thirty (30) days and We have not received any notification from You that Our invoice is in dispute, We reserve the right to recover the valid Commission via the direct debit mandate which has been agreed.

7. Warranty

7.1 In connection with the performance of Our obligations under this Agreement, We affirm that We have the rights to grant the licences to You in respect of Your use of the Licensed Materials. And We guarantee that We have, and will continue to have, all necessary consents, licences, approvals and permissions that are necessary.

7.2 Given the nature of, and connectivity to, the Network Members Hub, We are unable to pledge that Your access to the Network Members Hub will be uninterrupted or error free. It’s important that You understand that the Network Members Hub may be subject to limitations, delays and other problems which may occur.

7.3 Information provided in the Licenced Materials is provided “as-is” with no warranties or conditions whatsoever, whether express, implied, statutory or otherwise.

7.4 The warranties set out in this Clause 7 are the only warranties that apply. We exclude all other conditions, warranties, representations or other terms that might otherwise be implied or incorporated into this Agreement by law, such as (but not limited to) those of satisfactory quality, fitness for a particular or any purpose or ability to achieve any particular result.

8. Limitation of Liability

8.1 Nothing in this Agreement will exclude or limit Our liability for (i) fraud or other criminal act, (ii) personal injury or death caused by the negligence of Our employees in connection with the performance of their duties or by defects in any Licensed Material supplied pursuant to this Agreement, (iii) fraudulent misrepresentation, or (iv) any other liability that can’t be excluded by law.

8.2 Subject to Clause 8.1, in no event will We be liable for any damages resulting from: loss of, damage to or corruption of data, loss of use, lost profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of reputation, and any indirect or consequential loss. Liability is excluded whether those damages were reasonably foreseeable or actually foreseen.

8.3 Except as provided in Clause 8.1 and in Clause 8.2, Our maximum aggregate liability to You for any cause whatsoever will be for direct costs and damages only and will be limited to the 150% of the aggregate of all Fees paid by You in the previous 12 months under this Agreement.

8.4 We exclude, to the fullest extent permitted by law, all liability that We have not clearly accepted in this Agreement. The limitations and exclusions set out in Clause 8 will apply regardless of the form of action, whether under statute, in contract, tort (including negligence) or any other form of action.

9. Duration & Termination

9.1 This Agreement will become effective on its Commencement Date and will continue for the Initial Term, unless terminated earlier in line with the terms of this Agreement. Thereafter, this Agreement will continue for successive twelve (12) month terms (“Renewal Term”) unless terminated by either party giving the other at least thirty (30) days’ written notice before the end of the Initial Term or the then current Renewal Term.

9.2 It’s important that You understand that We are entitled to terminate this Agreement with immediate effect, without notice if You:

a) fail to conform with the Branding Guidelines;

b) breach any of the licence terms in respect of the Licensed Materials;

c)  are in breach of Clause 11 (Confidentiality);

d) or do anything which We reasonably believe has led to or will lead to a compromise of the integrity of the Land and New Homes Network.

9.3 Without delay, either party (the “Initiating Party”) may terminate this Agreement at any time upon giving written notice to the other party, if the other party:

a) commits any material breach of any term of this Agreement that can’t reasonably be put right or, if the other party commits a breach which is reasonably capable of resolution and fails to resolve the breach to the reasonable satisfaction of the Initiating Party within thirty (30) days of a written request to do so; or

b) has a receiver or administrative receiver appointed over themselves or any of their undertaking or assets, or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity will assume all of the liabilities), or a court of competent jurisdiction will make an order to that effect, or if they become subject to an administration order, or shall enter into any voluntary arrangement with their creditors, or shall cease or threaten to cease to carry on their business, or if any substantially similar event will take place under the laws of another jurisdiction.

9.4 We are entitled to terminate this Agreement for convenience at any time, by providing You with one (1) months’ notice.

9.5 Immediately following the termination of this Agreement, You will return and/or destroy the Licensed Materials and all copies mentioned at Your expense and Your duly authorised officer must certify in writing to Us that all these copies have been returned and/or destroyed. And Your access to the Network Hub will terminate.

9.6 Even if the Agreement has been terminated, You will continue to be liable for Commission payments to Us for any sales made up to twelve (12) months following termination or expiry of this Agreement and You will report to Us on no less than a monthly basis the instructions, sales, exchanges and completions that relate to both land and new homes sales or acquisitions made. We shall be entitled to audit Your records during this time with reasonable notice to in order to determine if Commission is due.

9.7 Other than where We have terminated for convenience as in Clause 9.4, no refund will be due to You for any termination of this Agreement.

9.8 The expiry of this Agreement or its termination for whatever reason will be without prejudice to any other rights or remedies a party may be entitled to under law. They will also not affect the respective rights and liabilities of the parties accrued before the termination.

10. Intellectual Property

10.1 We are the owner or licensee of any and all Intellectual Property Rights that subsist in the Licensed Materials. Title to the Licensed Materials and media will remain vested in Us or Our licensors. To avoid any doubt, title and all Intellectual Property Rights to any development, enhancement, update, derivative works or any other items that We create for You will remain vested in Us or Our licensors. Any rights not granted in this Agreement are reserved to Us.

10.2 Subject to the provisions of this Clause 10, We will defend at Our own expense any claim brought against You alleging that the normal use or possession of the Licensed Materials infringes a patent, copyright, or mask work belonging to a third party in the United States of America or European Union (“Intellectual Property Claim”) and We will pay all damages awarded or agreed to be paid to any third party in settlement of an Intellectual Property Claim provided that You:

a) promptly provide Us with written notice of the Intellectual Property Claim upon becoming aware of the same;

b) make no admissions or settlements without Our advance written consent;

c)  act in harmony with Our reasonable instructions and provide Us with reasonable assistance in respect of the Intellectual Property Claim; and

d) give to Us the sole authority to defend or settle the Intellectual Property Claim.

10.3 This clause states Our entire obligation and liability and Your responsibility to correct any infringement or alleged infringement of any Intellectual Property Rights arising from its acquisition, possession or use of the Licensed Materials. We exclude all other obligations and liabilities in relation to infringement or alleged infringement of the Intellectual Property Rights of any person to the fullest extent permitted by law.

11. Confidentiality

11.1 Confidential Information will be defined as any information (whether disclosed in oral, written or electronic form) belonging or relating to a party’s business affairs or activities and which: (i) has been marked as confidential or proprietary, (ii) has been identified verbally or in writing as being of a confidential nature, or (iii) may reasonably be supposed to be confidential in the circumstances.

11.2 Each party undertakes that for a period of five (5) years from the date of disclosure they will not, without the advance written consent of the other party, use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than is necessary for the performance of their rights and obligations under this Agreement. In any event, each party agrees that they will treat the other’s Confidential Information with the same degree of care as they employ with regard to their own Confidential Information of a similar nature and in any event according to the best current commercial security practices, disclosing that Confidential Information only to their employees, consultants and bona fide professional advisers who need to have such information for the purposes of this Agreement, and ensuring that such employees, consultants and professional advisers must be bound by the same confidentiality obligations as are set out in this Clause 11. Each party agrees that they will be liable for any breach of this Clause 11 by any employee, consultant or professional advisor to whom they have disclosed the other party’s Confidential Information as though they had committed the breach themselves.

11.3 The provisions of Clause 11.2 shall not apply to:

a) any information in the public domain otherwise than by breach of this Agreement;

b) information lawfully in the possession of the receiving party before disclosure by the disclosing party, as evidenced by written documents;

c)  information lawfully obtained without restriction from a third party, as evidenced by written documents; and

d) information required to be disclosed by a court of capable jurisdiction, governmental body or relevant regulatory authority provided that the party under that duty to disclose shall use all reasonable attempts to give the other party as much prior notice of a disclosure as is reasonably practicable and permitted by law.

11.4 The Licensed Material and all information on the Land and New Homes Network Hub contains valuable proprietary information belonging to Us and any unauthorised disclosure could cause Us damage and financial loss. You must indemnify Us from and against any loss, claim or damage suffered or incurred as a consequence of Your breach of this undertaking.

12. Data Protection

12.1 ‘Data Protection Legislation’ means the Data Protection Act 2018 and any other applicable European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and any statutory instrument, order, rule or regulation made, as from time to time amended, extended, re-enacted or consolidated).

12.2 The terms ‘Personal Data’, ‘Personal Data Breach’, ‘Data Protection Officer’, ‘Data Controller’, ‘Data Processor’, ‘Data Subject’, and ‘process’ (when talking about the use of Personal Data) will have the meanings given to them in the Data Protection Legislation and ‘Approved Countries’ meaning the European Economic Area and any territory which is subject to a current finding by the relevant authority under relevant Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals.

12.3 Where one party receives Personal Data for processing, before beginning any processing, they will agree with the Data Controller the following: (a) the subject-matter and duration of the processing; (b) the nature and purpose of the processing; (c) the type of Personal Data and categories of Data Subjects involved; (d) the obligations and rights of the controller and processor.

12.4 The Data Processor will:

a) act only on the instructions of the Data Controller;

b) ensure that, (i) the appropriate technical and organisational measures are in place to comply with the Data Protection Legislation and protect the rights of the Data Subjects, and (ii) persons authorised to access the Personal Data are subject to appropriate confidentiality undertakings;

c)  not transfer the Personal Data outside of the Approved Countries, or to any third party without the Data Controller’s consent and, if required, the parties will enter into the relevant Standard Contractual Clauses before the transfer of Personal Data and take all other actions required to legitimise the transfer;

d) give the Data Controller reasonable assistance and information in relation to either parties compliance with the Data Protection Legislation;

e)  at the end of the processing, (i) either delete or return the Personal Data to the Data Controller, and (ii) delete copies of the Personal Data unless subject to a legal obligation to store the copies;

f)   not engage another processor of the Personal Data without advance written consent of the Data Controller.

13. Anti Bribery

13.1 Both of Us agree to comply with the UK Bribery Act 2010 and Both of Us undertake, affirm and represent that We will maintain policies, procedures and guidelines that are intended and designed to prevent them doing or failing to do any act or thing that contravenes the UK Bribery Act.

13.2 Both of Us represents and pledges that neither party nor their personnel will, in connection with this Agreement, make, offer or promise to make any payment or transfer of anything of value, directly or indirectly, to any (i) government official or employee (ii) political party (iii) intermediary for payment of any of the foregoing (iv) any other person or entity if payment would contravene the UK Bribery Act.

14. Publicity

14.1 You may make media announcements concerning Your participation as a Network Member provided You, at all times, stick to the Branding Guidelines which We have provided to You.

15. Assignment

15.1 You may not transfer this Agreement or otherwise transfer any rights or obligations under it except with Our written consent in advance.

16. Force Majeure

16.1 Neither party is responsible for failure to fulfil their obligations due to causes beyond their reasonable control that directly or indirectly delay or prevent their timely performance. Dates or times by which each party is required to render performance under this Agreement will be postponed automatically to the extent that the party is delayed or prevented from meeting them by those causes.

17. Notices

17.1 All notices made regarding this Agreement must be made in writing. Any written notice to be given or made pursuant to the provisions of this Agreement will be sent by postage prepaid by registered or recorded mail or courier service, addressed to the other party’s address as stated above. In the case of notices to be sent to Us, these must be marked for the attention of the directors, and in the case of notices to be sent to You, these must be marked for the attention of the directors. Unless otherwise provided in this Agreement, all notices must be considered as given on the day of their receipt by the receiving party.

18. Entire Agreement

18.1 This Agreement represents the entire agreement between the parties with respect to its subject matter and must supersede all previous representations, agreements and other communications between the parties, both oral and written. The terms of business of this Agreement should prevail notwithstanding any variance with the terms of business of any order or purchase order submitted by You.

19. Law & Jurisdiction

19.1 Each party irrevocably agrees that the courts of England will have exclusive jurisdiction to settle any disputes arising out of or relating to this Agreement and that the laws of England will govern this Agreement.

20. Survival

20.1 The following clauses will continue to be in effect after the termination or expiration of this Agreement: 1, 3, 4, 6, 8, 9.4, 9.5, 10, 11, 12, 17, 18, 19, 20, 21.

21. General

21.1 If any provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties agree that the remaining provisions will not be affected from now, and that the remainder of this Agreement will remain valid and enforceable. No waiver by either party of any term will constitute a waiver of any that term in any other case.

No single or partial exercise of any power or right by either party will preclude any other or further exercise. This Agreement may not be changed, modified, amended, released or discharged except by a subsequent written agreement or amendment carried out by duly authorised representatives of Us and You. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement except as set out here, but this does not affect any right or solution that such third party may have without reference to the Contracts (Rights of Third Parties) Act 1999.