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David Sayer Consultancy Limited -– Terms of Use of Our Website Data Rooms

Introduction

Welcome to the David Sayer Consultancy Limited Online Data Room, accessed through our website, and set up because we are selling land and property (which may include the sale of a Special Purpose Vehicle) on behalf of our clients.

The Data Room is a facility which allows us to share documents and content with approved identified third parties and their professional advisers during a bid process. Use of this facility is expressly subject to these Terms of Use and your use of our Data Room constitutes your agreement to these Terms of Use.

We reserve the right to amend these Terms of Use at any time. Any changes to these Terms of Use will be binding on you on the first occasion you access the Data Room after we have published any amended Terms of Use.

Explanatory Terms

“us” “we” “our” refers to David Sayer Consultancy Limited a company registered in England and Wales, Company Number 11623241, registered office Barnston House, Beacon Lane, Heswall, CH60 0EE.

“Property” refers to the land and/or property and/or Special Purpose Vehicle that we are selling for our Client identified in our letter or e-mail supplying the Data Room’s access arrangements to you.

“Data Room” refers to the data room set up by us for the purposes of selling the Property.

“Viewers” refers to approved identified third parties, and the professional advisers appointed by those third parties, to advise on a bid to buy the Property, for example planners, architects, surveyors and/or lawyers.

“Content” refers to all and any documentation located in the Data Room.

1. GENERAL

1.1 Viewers shall only be granted access to the Data Room on a temporary basis and such access may be suspended, changed or withdrawn at any time and without prior notice.

1.2 Content made available in the Data Room shall not constitute an offer to sell or form the basis of any contract of any type in any circumstances.

1.3 We cannot guarantee that the Data Room will be completely secure or free from bugs or viruses. It is the obligation of Viewers to use their own firewalls, virus protection software and other appropriate network security features.

1.4 We cannot guarantee that the Data Room, or the Content, will always be available or that use of the Data Room will be uninterrupted. However, subject to clause 1.1 above, we will endeavour to keep the Content available in the Data Room for the duration of the bid process.

1.5 The Content is provided to facilitate the bid process. It is not intended to amount to advice on which Viewers should rely. Viewers must obtain their own professional or specialist advice before taking or refraining from any action based on the Content.

1.6 We cannot guarantee that the Content is complete. Viewers must satisfy themselves that they have access to all Content that they require.

1.7 Where the Content is not in English, Viewers may need appropriate language expertise to review the Content; in so far as this is obtained, it is done so at the Viewers' expense.

2. CONFIDENTIALITY

2.1 We take the use and security of our Client’s data very seriously. Access to our Data Room and its Content is only authorised for the purpose for which access has been granted, ordinarily to facilitate a bid by you (or on your behalf) on the Property.

2.2 If you access the Data Room without our express permission and/or outside of the terms for which authorisation has been granted to you and/or without complying with these Terms of Use we may bring civil proceedings against you, including a claim for damages or injunctive relief, to reflect any losses (whether financial or reputational) we or our clients incur.

3. INTELLECTUAL PROPERTY

3.1 All intellectual property rights in the Content are protected by copyright laws and treaties around the world. All such rights are reserved.

3.2 If Viewers make a copy of any Content they must ensure that each such copy contains all and any intellectual property rights notices that appear on or are embedded within the original.

3.3 Nothing in these Terms of Use shall grant Viewers any right, title or interest in the intellectual property of the Content.

4. NO WARRANTY AND LIABILITY

4.1 No representation or warranty, express or implied, is made or given by us as to the adequacy, accuracy, reliability or completeness of the Content or as to the reasonableness of any assumptions on which any of it is based.

4.2 We have no liability in any circumstance for the Content/its use to Viewers or any third parties to whom they make known or permit access to the Content.

4.3 For the avoidance of doubt liability is excluded for loss of profits, contracts or anticipated savings, loss of goodwill or injury to reputation; loss of business opportunity; loss or corruption of data; increase in costs and expenses; the claims of third parties; or any indirect; incidental, consequential loss or special loss or damage, regardless of the form of action, whether in contract, strict liability or tort (including negligence). This list is not exhaustive.

4.4 In making the Content available, neither we nor our client is under an obligation to provide any additional Content or to update or correct any inaccuracies which may become apparent in any of the Content.

4.5 Nothing in these Terms of Use limits our liability for death or personal injury arising from our negligence, fraudulent misrepresentation or any other liability which cannot be excluded under applicable law.

5. USING THE DATA ROOM

5.1 Whilst using the Data Room, Viewers shall:

5.1.1 not leave their computer or other communications device through which they access the Data Room unattended whilst connected to the Data Room;

5.1.2 ensure that they log out, close the browser or, where relevant, the application when they have finished using the Data Room;

5.1.3 ensure that their use of the Data Room is only for lawful purposes and is not in breach of any applicable local, national or international law or regulation; not deface, mark, alter, modify, vary (including varying the sequence of) damage or destroy in any way the Content;

5.1.4 not attempt to disable any security or protection software associated with the Data Room;

5.1.5 not misuse the Data Room by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. Viewers must not attempt to gain unauthorised access to our Data Room, the server on which our Data Room is stored or any server, computer or databases connected to the Data Room. Viewers must not attack the Data Room via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, Viewers would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing the Viewers' identity to them. In the event of such a breach, the Viewers’ right to use our Data Room will cease immediately;

5.2 In the event that we believe Viewers have breached one or more of clauses 5.1.1 to 5.1.5 above (inclusive), we reserve the right to disable their access.

6. INDEMNITY

6.1 If Viewers breach these Terms of Use, they agree to indemnify us fully and to pay us an amount equal to:

6.1.1 All losses, liabilities, regulatory fines, costs, damages and expenses that we or our employees, agents, suppliers and business partners (our agents) does or will incur or suffer;

6.1.2 All claims or proceedings made or brought or threatened against us or our agents by any person and all losses, liabilities or costs (on a full indemnity basis), damages and expenses we or our agents does or will suffer as a result of defending or settling any such actual or threatened claims or proceedings.

7. MISCELLANEOUS

7.1 None of the rights under these Terms of Use may be assigned, transferred, or sublicensed by Viewers without our prior written consent.

7.2 Nothing in these Terms of Use shall constitute a partnership between us and Viewers for any purpose.

7.3 These Terms of Use do not create any rights enforceable by Viewers.

8. LAW AND JURISDICTION

8.1 Any disputes or claims arising from these Terms of Use or their subject matter will be governed by and construed in accordance with the law of England and Wales.

8.2 Viewers irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction over any claim or matter arising under or in connection with these Terms of Use.

David Sayer Consultancy Limited is a company registered in England and Wales. Company number 11623241.
Registered office: Barnston House, Beacon Lane, Heswall, Wirral, CH60 0EE

© David Sayer Consultancy Limited 2020. All rights reserved.