OWNER STANDARD TERMS
Whereas we have a Library of properties on our Website and Owner desires to join our Library and for us to conclude Hire Agreements for the Property
Find and Owner agree as follows:
1. Definitions
1.1 The following definitions and rules of interpretation apply in this Contract:
Booking Form: the booking form supplied by Findto be signed by the Hirer the Owner and Find confirming details of the Hirer’s booking of the Property, which together with the Standard Terms of Hire forms the Hire Agreement;
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Contract: the Registration Form submitted by Owner via the Website and confirmed by Find, together with the Owner Standard Terms;
Damage Deposit: any damage deposit fee negotiated by Find with the Hirer, which shall be paid to Find by the Hirer and held by Find on behalf of the Owner;
Find Fee: Twenty (20%) to Thirty percent (30%) of the Total Hire Fee, plus any applicable VAT;
Find: We Are Find UK Limited incorporated and registered in England and Wales with company number 09578180 whose registered office is at Southleigh, Reading Road, Burghfield Common, Berkshire, United Kingdom RG7 3BL also “we” and ‘us”;
Force Majeure: act of God, earthquake, flood, fire, epidemic, accident, explosion, boycott, strike, riot, civil disturbance, war or armed conflict, act of terrorism, embargo or similar event of force majeure;
Hire Agreement: the Booking Form and Standard Terms of Hire;
Hire Fee Balance: the Total Hire Fee less any Reservation Fee paid;
Hirer: the person booking the Property stated in the Booking Form;
Hire Period: the duration of the Property hire as may be negotiated by Find and agreed by Owner and Hirer in the Booking Form;
Library: Find’s library of properties, viewed on the Website;
Library Fee: any fee paid to Find by the Hirer for every Hire Agreement we negotiate and administer for the Property, as detailed in the Hire Agreement;
Minimum Term: commencing on the date of Find’s confirmation of the Registration Form by email or via the Website and continuing for twelve (12) months from the date of such confirmation;
Registration Form: the form completed by the Owner on the Website which with the Owner Standard Terms forms the Contract;
Owner/ it: as defined in section 1 of the Registration Form;
Owner Standard Terms: these standard terms and conditions, which with the Registration Form forms the Contract;
Property: the property or properties which the Owner has given Find permission to promote, represent and include in the Library in order to secure Hirer(s) during the Term, as more particularly defined in section 5 of the Registration Form;
Recce(s): one or more visits to or viewings of the Property which will usually occur prior to a Hire Agreement being agreed;
Services: the representation and promotion of the Property by Find for the Owner, as well as the introduction to and negotiation with potential Hirers, all in accordance with this Contract;
Standard Terms of Hire: the standard terms of hire of the Property and all Library properties, found at www.wearefind.com/tandc which with the Booking Form forms the Hire Agreement;
Term: commencing on the date of Find’s confirmation of the Registration Form, continuing for the Minimum Term and remaining in force after the Minimum Term until termination of this Contract in accordance with its terms;
Territory: the world;
Total Hire Fee: the total fee charged to the Hirer by the Owner inclusive of any fees paid for extended hire period(s) or other monies charged to Hirer. All fees shown on the Booking Form are shown exclusive of any chargeable VAT, which will be shown separately in any relevant documentation;
Website: Find’s website at www.wearefind.com and any other websites which may be used by Find from time to time to allow Find to carry out the Services in accordance with this Contract.
1.2 Clause headings shall not affect the interpretation of this Contract. A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force or amended from time to time, and a reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision. Any words following the terms including, include, in particular or any similar expression shall be construed as meaning “including without limitation”. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
1.3 In the event of any conflict between the terms of the Registration Form and the Owner Standard Terms, the terms of the Registration Form shall prevail.
2. Appointment of Find
2.1 The Owner hereby appoints Find as the Owner’s non-exclusive agent for the Services with regard to the Property in the Territory during the Term subject to the terms of this Contract, and Find accepts such appointment.
2.2 During the Term the Owner agrees that although it shall be permitted to book the Property via other agents or directly, it shall keep Find fully informed of all dates during the Term, as soon as known, where the Property is already booked. In providing the Services, Find acts as agent on behalf of the Owner and not as principal. Find gives no guarantee or representation to the Owner as to the amount of revenue or number of Hire Agreements that Find will secure for the Property.
2.3 After the Minimum Term, either party has the right to terminate this Contract by giving the other three (3) months’ notice in writing.
OR
2.1 The Owner hereby appoints Find as an agent for the Services with regard to the Property in the Territory during the Term subject to the terms of this Contract, and Find accepts such appointment.
2.2 During the Term the Owner agrees that it shall not appoint any other person, firm or company to provide services the same or similar to the Services. In providing the Services, Find acts as agent on behalf of the Owner and not as principal. Find gives no guarantee or representation to the Owner as to the amount of revenue or number of Hire Agreements that Find will secure for the Property.
2.3 After the Minimum Term, either party has the right to terminate this Contract by giving the other three (3) months’ notice in writing.
3. Procedure for concluding Hire Agreement(s)
3.1 Find shall be entitled to enter into all preliminary and non-binding negotiations for a Hire Agreement with potential Hirer(s) of the Property on behalf of Owner. Find may as part of such negotiations arrange one or more Recce’s at the Property for potential Hirers, the dates to be agreed with you, and clauses 4.1 and 4.2 apply in respect of access arrangements for such Recce’s.
3.2 Find shall discuss and agree with Owner in respect of each booking all the applicable key terms to be negotiated by Find with the Hirer including the proposed Hire Period, proposed date(s) of Recces and proposed Total Hire Fee, and shall keep Owner reasonably informed of the progress of negotiations. Find shall then prepare the draft Booking Form and the Hire Agreement and send this to the Owner via email.
3.3 Within five (5) Business Days of receipt by Owner of the draft Booking Form and draft Hire Agreement (or less if required due to the exigency of the start date of the Hire Period and notified by Find to Owner) (“Acceptance Period”), the Owner shall confirm its acceptance or refusal of the same by email to Find. If Owner refuses the booking it shall clearly explain why and Find shall use reasonable endeavours to negotiate any further requests with the Hirer and shall if successful re-submit the amended Hire Agreement and Booking Form for acceptance within the Acceptance Period, provided Owner acknowledges Find cannot guarantee acceptance by the Hirer of the amended terms. Confirmation of acceptance by the Owner in this Clause 3.3 shall be deemed acceptance of and agreement to enter into the Hire Agreement on the terms submitted to Owner by Find.
3.4 The Owner agrees to use its best endeavours to approve and sign each Booking Form and Hire Agreement promptly following Owner’s confirmation described in Clause 3.3 and in any event prior to the start of the relevant Hire Period. If the Booking Form and Hire Agreement are not signed in advance of the start of the relevant Hire Period Find accept no responsibility or liability for the loss of any booking resulting from the same.
4. Access to the Property
4.1 The Owner acknowledges and agrees that Find will need access to the Property during the Term and that the Owner will need to facilitate such access as well as a number of Recces at the Property prior to each proposed Hire Agreement being confirmed. Find shall obtain the permission of the Owner prior to any such access, by email or telephone call.
4.2 The Owner will make suitable arrangements to ensure that Hirers and potential Hirers have access to the Property for Recces and during the Hire Period and to ensure a representative is available during such Recces and the Hire Period to give reasonable assistance if required.
5. Find warranty
Find warrants that it has the right to enter into and perform this Contract.
6. Owner warranties, responsibilities and obligations
6.1 The Owner warrants that:
6.1.1 it is the sole owner of the Property (or one of the owners of the Property acting with legal authority for all other owners) and has all necessary rights, powers and authorities and has taken all necessary actions to enter into this Contract and perform the obligations herein;
6.1.2 there is and will be no restriction upon the Property being available for hire in accordance with this Contract and/or the Hire Agreement(s), whether imposed in the title deeds to the Property, by any planning authority, by any mortgagee or other party having an interest in the Property or otherwise.
6.2 The Owner agrees to comply with all terms of each Hire Agreement. Each Hire Agreement is a contract between the Owner and the Hirer. The Owner hereby acknowledges that Find shall have no liability (other than as set out in this Contract) to Owner as a result of any acts or ommissions of the Hirer.
6.3 Find shall obtain Hirer’s confirmation of valid insurance relating to hire of the Property for the Hire Period from the Hirer and provide this to Owner for approval, which approval shall be deemed given if the policy is of a limit of no less than £1,000,000 per claim. Owner shall not be obliged to take out insurance but must be aware of their statutory obligations and duty of care towards visitors to their Property and Find advises Owner to take out its own public liability insurance. Owner warrants that the Property is safe for the activity of filming and for members of the public to enter on the Property and carry out filming activities there.
6.4 The Owner agrees to notify Find immediately if the Property is unavailable for any reason, including further to a Force Majeure event and the unavailability of the Property pursuant to Clause 9.1. If any agreed Hire Agreements need to be cancelled as a result of the Property being unavailable, whether before or during any exsting Hire Period(s), the Owner will pay Find, on demand, the following cancellation fees:
6.4.1 if applicable, a refund of all or part of the monies already paid by Find to the Owner in respect of all cancelled booking(s) as more particularly specified in the relevant Hire Agreement(s) so that Find can refund this to Hirers in accordance with the terms of the Hire Agreement(s);
6.4.2 Find shall for the avoidance of doubt retain or be paid by Owner on demand all Find Fees or part thereof proportionate to the sums retained by the Owner pursuant to Clause 6.4.1;
6.4.3 an administration charge of £100 plus VAT for each Hire Agreement cancelled by Owner under this Clause 6.4 to cover Find’s related administration fees.
6.5 The Owner undertakes to maintain the availability of the advertised features and facilities at the Property and to give Find immediate written notice of any change or withdrawal of any feature or facility. Upon receipt of such notification Find shall endeavour to inform Hirers of such change or withdrawal but shall have no liability for any failure to do so. If a Hirer wishes to cancel their Hire Agreement as a result of such change or withdrawal of features or facilities at the Property where they are contractually able to do so under the Hire Agremeent, the Owner shall pay to Find on demand the cancellation fees set out in clause 6.4. For the avoidance of doubt, Find shall have no responsibility for handling any grievance or complaints from Hirers whether in respect of a change or withdrawal of features or facilities or otherwise.
6.6 The Owner shall notify Find in the event that any person wishes or attempts to hire the Property direct from the Owner. In such event Find reserves the right to charge the Find Fee plus VAT in respect of such hire booked directly with the Owner, to be paid to Find by Owner on demand.
6.7 The Owner acknowledges and agrees that once a Hire Agreement is signed by Owner and Hirer, a legally binding contract is made between the Owner and the Hirer and thus the Owner shall be responsible for dealing with any problems or complaints from the Hirer directly and the Owner acknowledges and accepts that Find shall have no obligation or liability in respect thereof. Accordingly the Owner undertakes promptly to take all reasonable steps (both during and after the Hire Period to the extent necessary) to resolve or alleviate to the Hirer’s reasonable satisfaction any problems or complaints occurring during a Hire Period in relation to the Property.
7. Financial provisions
7.1 The Owner agrees that Find shall receive all payments on Owner’s behalf in respect of the hire of the Property as set out in this Contract.
7.2 Find shall produce and issue the invoices for, and collect, all payments due from the Hirer further to the Hire Agreement and/or relating to the hire of the Property including where applicable the Damage Deposit any other deposit and the Total Hire Fee.
7.3 In consideration of the Services provided by Find, Find will deduct the Find Fee from the Total Hire Fee collected by Find further to clause 7.2 above before paying on the remainder of the Total Hire Fee to Owner.
7.4 Find agrees to pay to the Owner the Total Hire Fee less the Find Fee and applicable VAT plus any other costs relating to the Hire Agreement as agreed with the Owner, subject to proper payment by Hirer of the invoices produced further to clause 7.2 above. Payment will be made to the Owner twenty (20) Business Days from the completion date of the Hire Period provided Find has received a valid invoice from Owner. VAT shall be payable if stated in the Hire Agreement and subject to receipt of a valid VAT invoice.
7.5 Where payment of a depositby the Hirer has been negotiated by Find, it will be stated in the Booking Form. Any depositreceived by Find will be held by Find throughout the Hire Period and paid to the Owner as part of the Total Hire Fee in accordance with clause 7.4.
7.6 Where payment of a Damage Deposit by the Hirer has been negotiated by Find, it will be stated in the Booking Form. Any Damage Deposit received by Find will be held by Find throughout the Hire Period on trust for the Owner and any costs of remedying damage to the Property or over-run charges may be deducted from the Damage Deposit in consultation with the Owner prior to such Damage Deposit or balance of the Damage Deposit being returned to the Hirer. In the event of any damage being caused to the Property further to a Hire Agreement any compensation must be negotiated between the Owner and Hirer directly and Owner shall promptly notify Find of the outcome. For the avoidance of doubt, the Owner acknowledges and agrees that Find excludes all liability for any loss, damage or injury howsoever caused to the Property or to any Hirer, the Owner or any other persons occupying or connected to the Property or to any personal property belonging to the same, before during or after the Hire Period, to the fullest extent permitted by law.
7.7 The Total Hire Fee does not include the Library Fee that may be charged to the Hirer by Find directly and shall be retained 100% by Find.
7.9 In the event of a Hire Agreement being cancelled by the Hirer:
7.9.1 the Owner acknowledges and agrees that Find excludes all liability for any loss caused to the Owner or any other person by such cancellation to the fullest extent permitted by law and any compensation must be negotiated with and recovered from the Hirer by the Owner directly;
7.9.2 the Owner may retain or shall be entitled to be paid such further part of the Hire Fee as provided for in the cancellation provisions of the Hire Agreement which Find shall assist in obtaining from Hirer (and for the avoidance of doubt Find shall deduct the Find Fee from any such amounts before paying on the same to Owner);
7.9.3 the Property shall be made available for new bookings (Rehire(s)) for the dates of the cancelled Hire Period (Cancelled Dates);
7.9.4 Find may offer discounted rates for the Cancelled Dates as it reasonably determines to encourage Rehires;
7.9.5 any Rehire shall be subject to the same terms as any other Hire Agreement (including the payment of Find Fee).
8. Indemnity
8.1 The Owner shall indemnify and keep indemnified Find from and against any and all losses, damages, demands, claims, costs and expenses (including, without limitation, legal expenses) incurred or awarded against Find in respect of (i) any breach or non-observance of the terms of this Contract by the Owner (ii) any breach by the Owner of a Hire Agreement and/or (iii) arising from any act or omission (negligent or otherwise) of the Owner relating to the Property and/or its use.
8.2 The Owner is and shall be solely liable for all taxes relating to the Property and/or any hire income from the Property and the Owner undertakes to indemnify and keep indemnified Find in respect of any such tax liabilities imposed upon Find.
8.3 Nothing in this Contract shall limit or exclude Find’s liability for death or personal injury caused by Find’s negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by applicable law.
8.4 Subject to clause 8.3, Find shall not be liable to the Owner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for loss of profits, loss of sales or business, loss of business arrangements or contracts, loss of or damage to goodwill or any indirect or consequential loss whatsoever.
8.5 Subject to clause 8.3, our total liability to the Owner whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to the amount of the Find Fee received by us for the Hire Agreement with regard to which the liability arises.
9. Termination
9.1 This Contract may be terminated with immediate effect by either party in the event that the Owner disposes of the Property by sale, letting, demolition or development.
9.2 On termination of this Contract, howsoever arising, both parties shall be responsible for full payment of all outstanding fees due and owing in accordance with this Contract from and including the date of the Contract until and including the date of termination.
9.3 In addition to any other rights and remedies at law this Contract may be terminated by written notice in the following circumstances:
9.3.1 Either party has committed a material breach of this Contract which has not been remedied within ten (10) Business Days;
9.3.2 The Owner has commited a material breach of any Hire Agreement such that Find considers in its sole discretion that it no longer viable to have the Owner’s Property form part of its Library;
9.3.3 Either party goes into liquidation, or is declared insolvent either in bankruptcy proceedings or other legal proceedings, or a receiver or administrative receiver is appointed over the whole or part of either party’s business.
9.4 Find may terminate this Contract with immediate effect if it receives or becomes aware of what Find deems to be an unreasonable level of complaints or litigation or threats of litigation in respect of the Property.
10. data protection
10.1 Find is committed to preserving the privacy of our Hirers and Owners. By entering into this Contract the Owner consents to the collection, use and transfer of certain personal information by Find (including without limitation the Owner’s name and address). We will only use such information in accordance with applicable data protection laws. Find will never impart Owner’s personal information to a third party, except with Owner’s express permission or in the course of providing the Services to you, for instance when negotiating or drawing up a Hire Agreement.
10.2 The Owner acknowledges that all information relating to Hirers supplied by Find to the Owner is subject to all applicable data protection laws including the Data Protection Act 1998 and the Owner undertakes accordingly to keep such information confidential, to use it only for the purpose of the Hire Agreement, not to use it for any marketing purposes and not to disclose it to any other party without Hirer’s prior consent.
10.3 The Owner hereby consents to Find giving details of the Owner (including the Owner’s full name and address) to a Hirer and/or a Hirer’s representative in the event of a dispute, complaint or cancellation.
11. Intellectual Property Rights
11.1 The Owner acknowledges that Find owns all copyright and other intellectual property rights in all media and anywhere in the world arising in the Website, the Library and any documentation or materials produced by Find further to this Contract (including without limitation photos Find take of the property) and the execution of the Services.
11.2 The Owner warrants that all copyright and other intellectual property rights in all media anywhere in the world arising in any photographs of the Property, pictures, plans, maps or any other materials (Owner Materials) supplied by Owner to Find further to this Contract are owned and controlled by the Owner and the use of any of the Owner Materials, including without limitation publication on the Website, will not infringe the copyright, trademark, right of privacy or civil property or any other rights of any person or third party whatsoever, and Owner hereby grants to Find a non exclusive royalty free licence in perpetuity of the Owner Materials for use by or on behalf of Find in all media so far as connected to Owner’s provision of the Services.
12. Miscellaneous
12.1 Waiver: No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.
12.2 Entire Agreement: This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. In entering into this Contract, each party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract.
12.3 Variation: No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.4 Severance: If any court or competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected. If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.5 Third party rights: A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (UK) to enforce any term of this Contract (but this does not affect any right or remedy of a third party which exists or is available apart from that Act).
12.6 Notice: Any notice required to be given under this Contract shall be in writing and shall be delivered personally, or sent by pre-paid recorded delivery or by commercial courier, or by email to the party required to receive the notice at the contact details stated for the Parties above, or as otherwise specified by the relevant party by notice in writing to each other party. Any notice shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in this clause; if sent by pre-paid recorded delivery, on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; on the date emailed if received during business hours at the place of receipt or (if not) at the start of the first Business Day thereafter provided that a successful transmission receipt or proof of sending is obtained by the sender.
12.6 Assignment: Find shall be entitled to assign the benefit of this Contract to any third party. This Contract shall not be assigned by the Owner to any other party.
12.7 Governing Law and Jurisdiction: This Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract.
12.8 The parties hereby agree to the terms set out herein and the Contract shall take effect on the date of Find’s confirmation of the Registration Form by email or via the Website