The Horizon Group of companies whose address for service
within the jurisdiction of the court of England is: PO Box 291, St Leonards on
Sea Bexhill on Sea, TN38 1JE (“the Firm”) and
principal place of business or address for service is:
………………………………………………………………………………………………………………………... (“the Client”).
2.1 The Horizon Group of Companies. carries on business as Business and Commercial Finance Consultants.
2.2 The Client hereby appoints the Firm as Agent and Representative and authorises the Firm to submit to any lender of the Firms choice all financial data and information supplied by the Client for the purpose of the lender to make a loan or investment directly to the Client. The Firm is engaged to consult and to use its best endeavours for a period of up to 12 calendar months to seek and try to obtain for the Client, Business services, Financing, Investment and/or Enhancements hereafter called the facility.
2.3 In consideration for the Firms service the Client agrees to pay the Firm the fees and any other sums as provided by these terms. The Firm has the right to calculate a security deposit/retainer at a future date within a 12 month period. Any security deposit/retainer will be available by prior written arrangement.
3.1 Conditions: the provisions contained in the Schedule of General Conditions on reverse of this document shall be incorporated into these terms in their entirety. The terms and conditions in this agreement are non-negotiable.
The Firm shall be paid three percent (3%) or £1,500 (whichever is the higher) of the entire facility obtained on drawdown. When an offer or facility is received by the Firm or Client, the Firm shall be paid the sum of £1,000 which is deductible from the drawdown percentage. This is payable by the Client on receipt of an offer or document offering service and/or facilities, as well as any such other amounts on account as shall be invoiced or agreed in advance from time to time in relation to work undertaken.
3.3 Without prejudice to the Clients liability to pay any other fee due to the Firm, and for the avoidance of doubt, it is hereby expressly agreed that the Client shall be liable to pay the sum of £1,500 (7,500 for overseas companies) as a non-refundable fee for time and service involved in appraising the application and the applicant.
3.4 The Client agrees to make further payment as agreed in writing on a non-refundable basis for time and service involved to appraise the feasibility of and to present the requested loan/facilities and for the Firms work in the initial preparation, submission and support of any business proposal made on behalf of the Client to the prospective Lender chosen by the Firm irrespective of whether or not funding/facilities for the proposal is obtained.
4. THE FIRM'S OBLIGATIONS.
4.1 To use its best endeavours to secure the Facility on terms and conditions as can reasonably be arranged given the security offered and status of the Client and to consult with the client from time to time.
5. THE CLIENT'S OBLIGATION.
5.1 To pay the fees in accordance with this agreement and as set out in clause 3.3 and the success fee as set out in clause 3.2 . If there is a breach of this agreement by the client as set out in these terms and conditions, or in addition to these arrangements, provisions for a security deposit are agreed as set out in clause 5.2. All terms and conditions will be adhered to.
5.2 The client, by prior written arrangement, agrees when requested by the Firm, to make arrangements for a security deposit against costs, to be available to the Firm through the clients own solicitor or through the Firms client account as directed by the Firm. This security deposit is to cover all costs and expenses incurred by the Firm in negotiating or attempting to negotiate the Facility on behalf of the client. The client will irrevocably direct their solicitors, to undertake to the Firm, to settle any sums due to the Firm under this agreement, immediately on receipt of an invoice from the Firm, calculated on the basis of the charges set out in clause 19 hereof, up to the amount of the security deposit so held by the solicitor on account for the client.
5.3 To promptly supply such information, accounts or documents as shall from time to time be requested by the Firm.
6. Any VAT or other duty or taxes as may be payable in respect of such sums shall be payable in addition to such sums.
6.1 The Client is obliged to establish to the Firm in writing, with whom the facility has previously or is actually being sought.
GENERAL CONDITIONS: THESE GENERAL CONDITIONS MUST BE READ AND FULLY UNDERSTOOD BEFORE SIGNING THE CONSULTANCY AGREEMENT ON REVERSE OF THIS DOCUMENTS
1. These terms shall be governed by English Law in every particular including formation and interpretation and shall be deemed to be made in England any proceedings arising out of or in connection with this agreement shall be brought in any Court of competent jurisdiction in London submission by the parties to such jurisdiction shall not limit the rights of the Firm to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate.
2. Any notice of proceedings or other notice in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on the party by pre-paid recorded delivery or registered post or by telex or by electronic mail which shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or by electronic mail to the correct telex number with correct answer back or correct electronic mail number of the addressee.
3. In the event that the Client is resident outside England its address for service in England shall be the address for such service nominated in Clause 1 of this agreement and any time limits in any proceedings shall not be extended by virtue only of the foreign residence of the Client.
4. Time for delivery of any services or facilities by the Firm shall not be of the essence of this agreement.
5. The Firm shall not be liable in any way for loss howsoever sustained occurring to the Client in the event that the delivery of the Facility is delayed.
6. Sum or sums payable under this agreement shall bear interest at 4% above Barclays Bank Base rate 7 days after becoming legally due.
7. In the event that the client has mis-stated its financial position or made any material omissions or has misled or deceived the company granting the Facility or if the security offered proves to be inadequate and no further security can be offered or circumstances concerning the Client or the nature of its security come to light which would deter a prudent lender from lending, or there is failure on the part of the client to provide all information and documentation promptly that is reasonably requested by the Firm or Lenders selected by the Firm, the Client will agree a payment to the Firm based on work actually done charged as the tariff set out in clause 19, hereof.
8. In the case of monies paid on account for costs, the Firm will assess its costs on a work done and time spent basis at the prevailing rate for that work and insofar as the sum due is less than the amount held on account, there will be a refund, but insofar as the work done exceeds the amount on account, then the balance due shall be payable immediately by the Client.
9. The Firm is an independent contractor and shall not be subject to directions from the Client as to the manner in which the work is done or from whom the Facility is sought or how the project is undertaken by the Firm. The Firm will act at its sole discretion in this regard but shall have regard to the Clients general wishes.
10. Work, documentation and methods utilised by the Firm remains the Firm’s property. The Firm retains ownership of the outcome of the work and the methods used and are subject to confidentiality and copyright. The Firm is not obliged to share these methods with the client in any way or form
11. The Firm reserves the right to introduce the Client to any professional qualified individuals or Companies of their choice to assist the Client with the preparation of any documentation that the Firm may require. The Client accepts that they are responsible for all costs in the entirety for work undertaken by the staff of the introduction and that this work may be billed periodically.
12. The Client when prudent to do so may be introduced to investors and other lenders by the Firm. All communications must be directed through the Firm or copied to the Firm without exception.
13. These terms form the entire agreement between the parties and the Client hereby confirms that there are and have been no representations on which they rely inducing it to enter into this agreement on behalf of the Firm other than such, if any, as are contained in writing made between the parties.
14. Each of the parties warrants that it has full authority to enter into this Agreement.
15. Both parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of the Agreement impossible.
16. If any provision of this Agreement or those conditions is declared by any judicial or other competent authority to be void, voidable illegal or otherwise unenforceable the remaining provisions of this Agreement shall remain in full force and effect.
17. The client hereby warrants to indemnify and keep indemnified the Firm from and against any and all loss damage or liability suffered and costs incurred by the Firm resulting from a breach of this Agreement by the Client including any act of neglect or default by the Clients agents employers licensees or customers.
18. It is understood that in the performance of their duty The Firm will obtain information about both the client/company and the company's clients and that such information may include financial data, clients lists, methods of operating, policy statements and other additional confidential data.
The Firm agrees to restrict their use of any such above-mentioned information to the performance of their duties described in this Agreement and further agrees to return all documents upon completion of their duties.
19. FIRM CHARGES: Annalistic-Valuation Report £700.00 Bank Meeting/Presentation £1,250.00 Bank Presentation/offering Document (generic) £3,500.00 Business Plan £1,750.00 Client Fee (12 month basic) £1,500.00 Client Fee oversea Project or client (12 month basic) £2,500.00 Client Fee Premium Service (12 month basic Corporate Finance) £5,000.00 Client Fee Premium Service overseas (12 month basic Corporate Finance) £7,000.00 Client Meeting (out of office) £500.00 Due Diligence £2,000.00 Funding Document (EIS, MOF, Syndicated) £1,500.00 Funding Document General £750.00 GDR Application £35,000.00 Legal Overseas (by arrangement) £5,000.00 Listing (basic exchange) £110,000.00 Meeting Overseas from £1,500.00 Mortgage Application £750.00 Progress reports £85.00 Specialist Document £1,500.00 Video Conference £100.00
Disbursements: Emails £15 Letters £25 each. Telephone £10 per call. Faxes sent £5 per sheet. Photocopying £5 per sheet.