Terms & Conditions
Schedule
Parties
True Value Property Advice Limited, a company established in England and Wales. Our company registration number is 16469523 (we, us or our). Address: 5 Argyle Street, Bath, England, BA2 4BA Email: [enquiries@true-value.co.uk] AND The individual or entity who accepts this Agreement by clicking ‘I Accept’ or ticking the acceptance checkbox on our website or booking form (you or your).
Purpose
[To discuss the potential engagement of our property advisory services, including the exchange of information relating to our proprietary service methodology, pricing models, onboarding processes, and related business information, and your property requirements, financial information, and personal circumstances, in order to evaluate whether to proceed to a formal appointment. This includes all Confidential Information exchanged between the parties via any means, including email, telephone, video call, and our website booking forms.]
Term
This Agreement will commence on the date you accept it in accordance with clause 1 and remains in effect until terminated by written agreement between the Parties.
Background
The Parties would like to exchange Confidential Information solely in order to facilitate discussions about, and to exchange information regarding, the Purpose.
To ensure the protection of the Confidential Information, and in consideration of the agreement to exchange information, the Parties have entered into this Agreement.
Acceptance
You accept this Agreement by clicking ‘I Accept’ or ticking the acceptance checkbox on our website or booking form.
This Agreement takes effect from the moment you accept it in accordance with clause 1.1 and remains in effect for the Term.
Confidentiality Obligations
This Agreement will operate for the Term. However, Confidential Information that qualifies as a trade secret under law will remain protected by this Agreement for as long as it keeps its trade secret status.
In consideration for the Confidential Information being disclosed to it, the Recipient agrees for the duration of the Term to:
not disclose the Confidential Information to any third party;
treat the Confidential Information as strictly confidential, and to use the same care to prevent the disclosure of the Confidential Information as the Recipient uses with respect to its own confidential and proprietary information (and, in any event, not less than the care a reasonable person would use under similar circumstances);
only use the Confidential Information for the Purpose and not for any other purpose, including, but not limited to, for personal interest or gain or compete against the Discloser;
protect the Confidential Information from unauthorised disclosure and immediately notify the Discloser of any loss or unauthorised use or disclosure of Confidential Information; and
only disclose Confidential Information to its Personnel on a strictly need to know basis and only for the Purpose and ensure that such Personnel are subject to confidentiality obligations at least as extensive as those contained in this Agreement. The Recipient will be responsible and liable for the acts and omissions of its Personnel.
The confidentiality obligations in clause 2.2 do not apply to information that:
the Discloser agrees in writing is not confidential;
was already known to the Recipient at the time of disclosure, without any confidentiality restrictions;
the Recipient or its Personnel developed independently without reference to the Confidential Information;
the Recipient receives from a third party who can lawfully share it;
is already public knowledge, unless it became public knowledge due to the Recipient’s breach of this Agreement; and
that must be disclosed by law or court order, provided that the Recipient only discloses the minimum amount of information that is legally required, and notifies the Discloser to allow the Discloser to object to, or prevent, such disclosure.
Ownership
Ownership of Materials: The Recipient acknowledges that the Discloser owns all Intellectual Property Rights in the Discloser’s Materials. This Agreement does not transfer any of these Intellectual Property Rights to the Recipient.
Limited Use Rights: The Recipient’s access to and use of the Confidential Information does not give it any license or right to use the Intellectual Property Rights in the Discloser’s Materials, except as specifically stated in this Agreement or as permitted in writing by the Discloser.
Restraint
This clause 4 does not apply where you are a consumer, as defined under the Consumer Rights Act 2015.
You (whether inadvertently directly or indirectly), must not, during the Restraint Period, and in the Restraint Area:
induce or solicit or entice away (or attempt to solicit or entice away) our Personnel (who were Personnel at the date of termination or expiry of this Agreement or within the 12 months prior), to leave their employment, agency or contractual arrangement with us;
solicit, canvass, or approach any of our customers, with a view to obtaining the customer or supply of that customer for a business (whether operated by the you or a third party) that sells good and/or services the same or similar to us; or
attempt, facilitate, counsel, procure or otherwise assist any person to do any acts referred to in this clause 4.
You agree that, in consideration of this Agreement:
the terms of this clause 4 are reasonable given the nature of our business, are necessary to protect our legitimate business interests and do not unreasonably restrict your right to carry on your profession or trade;
We may seek legal remedies (including equitable remedies) for a breach of this clause 4; and
On request, you agree to provide us with evidence sufficient to enable us to confirm your compliance with this clause 4.
This clause 4 will survive the expiry or termination of this Agreement.
Non-compete
This clause 5 does not apply where you are a consumer, as defined under the Consumer Rights Act 2015.
You agree that you and your Personnel will not (whether inadvertently, directly or indirectly) during the Restraint Period directly or indirectly carry on, promote, engage in (including as an employee, officer or consultant) or invest in any business or activity which, in our reasonable opinion, is in competition with, or is of a similar nature to our business.
You agree that, in consideration of this Agreement, the terms of this clause 5 are reasonable given the nature of our business and are necessary to protect our legitimate business interests, and do not unreasonably restrict your right to carry on your profession or trade.
This clause 5 will survive the expiry or termination of this Agreement.
No Commitment
The Discloser is not required to share any Confidential Information. This Agreement does not create any obligation for the Discloser to enter into other agreements or continue discussions with the Recipient.
Damages
The Recipient agrees that:
if the Recipient breaches its obligations under this Agreement, the Discloser may suffer loss and/or damage;
monetary damages may not be an adequate remedy for the Discloser in relation to such loss and/or damage; and
the Discloser is entitled to seek an injunction, specific performance or any other remedy available at law or in equity, in its discretion, to protect its Confidential Information from breach (or threatened or continuing breach) of this Agreement by the Recipient, its Personnel or any other persons directly or indirectly acting for, or on behalf of, the Recipient.
Return of Confidential Information
The Recipient must (and must ensure that its Personnel) immediately, upon the expiry or termination of this Agreement, or when requested by the Discloser (at the Discloser’s election):
return to the Discloser all information, data and/or documents containing or relating to the Confidential Information; and/or
destroy any copies of information and documents containing or relating to the Confidential Information not returned to the Discloser,
and provide written confirmation to the Discloser that it has complied with the provisions of clauses 8.1(a) or 8.1(b), as applicable.
The Recipient may keep one copy of such information, in secure and confidential storage, if required by law for record keeping purposes, and only to the extent and for the period required by law. The Recipient agrees that its obligations in relation to Confidential Information will continue to apply to any Confidential Information in its custody or control under this clause 8.2.
General
Amendment: This Agreement may only be amended by written instrument executed by the Parties.
Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
Contracts (Rights of Third Parties) Act 1999: Despite any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a Party to it.
Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting a representative of the other Party within 10 days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Centre for Effective Dispute Resolution.
Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
Governing Law: This Agreement is governed by the laws of England and Wales.
Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by a Party. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
Privacy: To the extent that Confidential Information includes Personal Data, each Party agrees to comply with the Data Protection Law.
Severance: If any part of this Agreement is found to be invalid or unenforceable, it will be interpreted as narrowly as possible to make it valid and enforceable. If that is not possible, that unenforceable part will be removed from the Agreement. The rest of the Agreement will remain valid and enforceable.
Survival: Clauses 2.1,4, 5, 7 and 8.2 will survive the expiry or termination of this Agreement.
Definitions
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:
Agreement means this Non-Disclosure Agreement and all schedules, annexures and attachments included, or referred to, in this Non-Disclosure Agreement.
Confidential Information includes but is not limited to:
any commercially sensitive or valuable documentation or information of the Discloser;
analytical information, business methods or models, business plans, concepts, customer and supplier lists (including any prospective or proposed customer and supplier lists), designs, financial or monetisation plans, funding arrangements, ideas, information, knowledge, know-how, intellectual property, inventions, operating procedures, processes, software and source code (including, but not limited to, actual or planned software functions or features), technology, techniques, or trade secrets; and
notes, records and related information generated by the Recipient (or any of its Personnel) from the Confidential Information or generated by the Recipient (or any of its Personnel) for the Discloser or the Purpose, including any copies of the Confidential Information, and copies of the notes, records and related information generated,
whether or not such information is reduced to a tangible form or marked in writing as “confidential” or is provided orally, and whether it is disclosed by the Discloser to the Recipient (or any of its Personnel) or received, acquired, overheard, or learnt by the Recipient (or any of its Personnel) in any way whatsoever.
Data Protection Law means all applicable data protection law, including the United Kingdom Data Protection Act 2018 and the EU GDPR as incorporated into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018.
Discloser means the party disclosing Confidential Information to the Recipient.
Discloser’s Materials means any and all work, models, processes, technologies, strategies, materials, information, documentation and services, that are owned, licensed or developed by or on behalf of the Discloser or its Personnel, and includes any future materials.
Intellectual Property Rights means any intellectual property or other proprietary rights in any copyright, registered or unregistered designs or trade marks, domain names, know-how, inventions, processes, trade secrets or right to keep confidential information confidential; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not.
Personal Data means any information relating to an identified or identifiable living individual as set out in the Data Protection Law.
Personnel means, in respect of a Party, any of its employees, consultants, contractors, officers, professional advisers or agents.
Purpose has the meaning given in the Schedule.
Recipient means the party receiving Confidential Information from the Discloser.
Restraint Area means:
the countries in which we operate our business, or (if that area is deemed unreasonable);
the metropolitan cities in which we operate our business.
Restraint Period means the Term, and:
12 months after the Term, or (if that duration is deemed unreasonable);
9 months after the Term, or (if that duration is deemed unreasonable);
6 months after the Term.
Schedule means the schedule to this Agreement.
