Registered office: The Point, Granite Way, Mountsorrel, Loughborough, Leicestershire, LE12 7TZ
Version 1.1  |  20 August 2026

1. Definitions and Interpretation

1.1 In these Terms, the following words and expressions shall have the meanings set out below unless the context otherwise requires:

Term	Meaning
Acquisition	The purchase, acquisition, or takeover of the whole or any part of the Business including by way of share sale, asset sale, merger, management buy-out, management buy-in, or any analogous transaction.
Business	The business owned, operated, or controlled by the Client which is the subject of the Engagement.
Business Day	Any day other than a Saturday, Sunday, or public or bank holiday in England and Wales.
Client	The person, firm, company, or other entity that instructs the Company pursuant to an Engagement Letter, as more particularly described therein.
Commission	The success fee payable to the Company on Completion, calculated in accordance with Clause 7.
Company	The Business Acquisitions Group Ltd (Company Number: 17038316), a company registered in England and Wales, whose registered office is at The Point, Granite Way, Mountsorrel, Loughborough, Leicestershire, LE12 7TZ
Completion	The legal completion of a Transaction, being the date upon which the Transaction becomes legally binding and unconditional (or such other date as agreed in writing by the parties).
Confidential Information	All information disclosed by one party to the other in connection with the Engagement that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including (without limitation) financial data, business plans, customer and supplier information, and the existence and terms of any Transaction.
Consideration	The total value of the Transaction as determined in accordance with Clause 7.6, including all cash, deferred consideration, earn-out payments, assumed liabilities, loan note proceeds, and any other consideration of whatsoever nature.
Engagement	The engagement of the Company by the Client on the terms and conditions set out in these Terms and the Engagement Letter.
Engagement Letter	The letter, schedule, or instruction form signed by or on behalf of the Client accepting these Terms and setting out the commercial particulars of the Engagement, including any agreed fee schedule and scope of services.
Exclusivity Period	The period (if any) during which the Client grants the Company exclusive rights to market the Business, as specified in the Engagement Letter.
FCA	The Financial Conduct Authority, or such successor regulatory body as may be established.
GDPR	The UK General Data Protection Regulation (as retained in UK domestic law pursuant to the European Union (Withdrawal) Act 2018), together with the Data Protection Act 2018, and all related subordinate legislation and regulatory guidance.
Heads of Terms	A document setting out the principal commercial terms of a proposed Transaction, whether or not expressed to be legally binding.
Insolvency Event	In respect of any party: the passing of a resolution for winding up; the making of an administration order; the appointment of a receiver, administrative receiver, or liquidator; the presentation of a petition for winding up or bankruptcy; the entering into of a voluntary arrangement with creditors; or any analogous event in any jurisdiction.
Interested Party	Any person or entity introduced by the Company to the Client (or vice versa), or with whom the Company has facilitated contact in connection with a Transaction, during the Engagement or the Tail Period.
Introduction	The first occasion on which the Company identifies and communicates details of an Interested Party to the Client, or vice versa, in connection with a potential Transaction, whether in writing, by telephone, in person, or otherwise.
KYC	Know Your Customer checks, being the identity and background verification procedures carried out pursuant to applicable AML Legislation.
AML Legislation	The Proceeds of Crime Act 2002, the Terrorism Act 2000, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), the Criminal Finances Act 2017, and all related statutory guidance and codes of practice issued by HM Treasury, the National Crime Agency, or any other relevant authority.
Milestone Payments	The staged fees payable at defined stages of the Transaction, as set out in the Engagement Letter and Clause 7.
Personal Data	Has the meaning given to it in the GDPR.
Retainer	A periodic fee (if any) payable to the Company, as set out in the Engagement Letter.
Services	The services to be provided by the Company as described in Clause 3 and the Engagement Letter.
Tail Period	The period of twenty-four (24) months following the expiry or termination of these Terms (for any reason), during which Commission obligations survive in respect of Interested Parties introduced during the Engagement.
Transaction	Any Acquisition, disposal, merger, restructuring, or analogous transaction involving the Business (or any material part thereof) entered into by the Client with an Interested Party.
VAT	Value Added Tax chargeable under the Value Added Tax Act 1994 or any equivalent tax levied in replacement thereof.

1.2 In these Terms, unless the context otherwise requires:

1. references to a statute or statutory provision include any modification, re-enactment, or extension of it and any subordinate legislation made under it from time to time;
2. the singular includes the plural and vice versa; references to any gender include all genders;
3. references to 'writing' include email and any other form of electronic communication capable of being retained and reproduced;
4. the words 'include', 'includes', 'including', and 'in particular' shall be construed without limitation;
5. headings are for convenience only and shall not affect the construction or interpretation of these Terms;
6. references to 'days' mean calendar days unless specified as 'Business Days'.

2. Parties and Nature of Engagement

2.1 These Terms are entered into between the Company and the Client and, together with the Engagement Letter, constitute the entire agreement between the parties in relation to the Engagement.

2.2 The Company is a business acquisitions and brokerage agency that acts solely as an intermediary and agent. The Company does not at any time act as principal to any Transaction and is not a party to any agreement between a buyer and seller.

2.3 The Company's role is to facilitate introductions, assist with deal co-ordination, and provide advisory services in connection with the disposal of businesses. The Company does not guarantee the completion of any Transaction.

Note: The Company does not hold a Financial Conduct Authority (FCA) licence and does not provide investment advice, regulated financial advice, or services constituting a regulated activity as defined under the Financial Services and Markets Act 2000 ("FSMA"). Where the nature of a Transaction may require FCA-regulated advice (for example, in connection with shares in a listed company or regulated financial instruments), the Client must obtain advice from an appropriately authorised firm. The Company will notify the Client if it believes a regulated activity may be involved.

2.4 The Engagement commences on the date of the Client's acceptance of the Engagement Letter and continues until terminated in accordance with Clause 22.

3. Scope of Services

3.1 Subject to the Client's compliance with these Terms and the Engagement Letter, the Company shall use reasonable endeavours to provide the following services on a seller-side basis:

1. preparation and presentation: assisting the Client in preparing a business profile, information memorandum, or similar marketing documentation describing the Business;
2. valuation guidance: providing indicative, non-binding valuation guidance in respect of the Business based on information provided by the Client and general market knowledge. Such guidance does not constitute a formal valuation report, and the Client should obtain an independent formal valuation from a qualified professional where required for accounting, legal, or financing purposes;
3. marketing: marketing the Business for sale through channels determined by the Company at its reasonable discretion, including proprietary buyer databases, professional networks, online platforms, and targeted outreach;
4. buyer identification: identifying and approaching potential acquirers and conducting initial screening and qualification, including basic financial capability assessment;
5. introductions: introducing the Client to Interested Parties and, where appropriate, facilitating introductions between the Client and professional advisers;
6. negotiation facilitation: assisting with the negotiation of Heads of Terms and co-ordinating information exchange between the parties;
7. deal co-ordination: liaising with the parties' respective solicitors, accountants, and other professional advisers to assist in progressing the Transaction through to Completion;
8. advisory support: providing general strategic and commercial advisory support in connection with the Transaction as agreed from time to time.

3.2 The Services are limited to those set out in Clause 3.1 and the Engagement Letter. The Company does not provide legal advice, tax advice, financial advice, accountancy services, formal business valuations, or any other professional service outside its stated scope. The Client must retain suitably qualified independent advisers for all such matters.

3.3 The Company shall perform the Services with reasonable skill and care. The Company does not warrant or guarantee that a Transaction will be achieved, or that any particular price, terms, or timetable will be met.

3.4 The Company may sub-contract or delegate any part of the Services to suitably qualified third parties without prior notice to the Client, provided that the Company shall remain responsible for the performance of such sub-contractors.

3.5 The Company may decline to accept or continue with an Engagement if, in its absolute discretion, it considers that:

1. the proposed Transaction raises AML Legislation, sanctions, or reputational concerns;
2. it has received materially inconsistent or incomplete information from the Client;
3. there is an actual or potential conflict of interest that cannot be adequately managed;
4. continuing the Engagement would expose the Company to legal or regulatory risk.

4. Appointment and Authority

4.1 By executing the Engagement Letter, the Client appoints the Company as its agent for the purpose of marketing and disposing of the Business on the terms set out herein.

4.2 The Client authorises the Company to:

1. represent the Business to potential buyers in the manner agreed in the Engagement Letter;
2. disclose such information concerning the Business as the Client has approved in writing for inclusion in marketing materials;
3. negotiate on behalf of the Client in relation to Heads of Terms, subject always to the Client's prior approval of any material terms;
4. obtain and execute confidentiality undertakings (in the form of a standalone Non-Disclosure Agreement) from Interested Parties on behalf of the Client prior to disclosure of Confidential Information.

4.3 The Company does not have authority to:

1. execute any binding agreement on behalf of the Client;
2. accept or make any offer, grant any option, or give any representation that would bind the Client without the Client's prior written consent;
3. disclose information beyond what has been approved for disclosure by the Client.

4.4 The Client acknowledges that the Company acts as agent only and that all Transaction agreements shall be entered into directly between the Client and the relevant third party.

5. Exclusivity

5.1 The parties shall agree in the Engagement Letter whether the Engagement is on an exclusive or non-exclusive basis.

Exclusive Mandate

5.2 Where the Engagement Letter specifies an exclusive mandate, the Client agrees that during the Exclusivity Period:

1. the Company shall have sole and exclusive authority to market the Business and to introduce potential buyers;
2. the Client shall not directly or indirectly, whether through another adviser, agent, intermediary, or otherwise, market the Business for sale or entertain unsolicited approaches in respect of the Business without first referring any such approach to the Company in writing;
3. where the Client receives an unsolicited approach during the Exclusivity Period, it shall notify the Company within five (5) Business Days and shall not proceed with any discussions without the Company's prior written consent;
4. Commission shall be payable to the Company in respect of any Transaction completed during the Exclusivity Period or the Tail Period, regardless of the source of the introduction.

Non-Exclusive Mandate

5.3 Where the Engagement Letter specifies a non-exclusive mandate, the Client retains the right to appoint other agents or advisers in respect of the same matter, provided that:

1. the Client shall promptly notify the Company of any third-party engagement in writing;
2. Commission shall be payable to the Company only in respect of Transactions completed with Interested Parties introduced by the Company or with whom the Company has been materially involved in facilitating the Transaction;
3. where there is a dispute as to the source of an introduction, the Company's records shall constitute prima facie evidence of the Introduction date.

5.4 The Exclusivity Period shall be as specified in the Engagement Letter. Following expiry of the Exclusivity Period, the Engagement shall continue on a non-exclusive basis (unless expressly renewed in writing) until terminated in accordance with Clause 22.

6. Client Obligations

6.1 The Client shall, at all times during the Engagement:

1. provide the Company with accurate, complete, and up-to-date information about the Business, including financial accounts, trading records, licences, and any material matters likely to affect a purchaser's decision to acquire the Business;
2. promptly notify the Company of any material change in the Business, its financial position, ownership, or any matter that could affect the Transaction;
3. co-operate fully and in good faith with the Company and provide timely responses to reasonable requests for information or assistance;
4. comply with all applicable laws and regulations relevant to the Transaction, including (without limitation) employment law, data protection law, and sector-specific regulations (including CQC requirements in respect of healthcare businesses, and HMRC regulations in respect of estate agency businesses);
5. complete all KYC, AML, and identity verification requirements promptly and in accordance with the Company's reasonable requests;
6. maintain in confidence the identity of any Interested Party, the terms of any offer, and the existence and progress of any Transaction, unless and until otherwise agreed in writing;
7. not directly approach, negotiate with, or enter into agreements with any Interested Party other than through or with the knowledge of the Company during the Engagement;
8. promptly inform the Company of any approach received from any third party in connection with the Business;
9. ensure that any information disclosed to potential buyers is accurate and not misleading in any material respect;
10. obtain all necessary consents, approvals, and regulatory authorisations required to complete the Transaction (including, where relevant, CQC registration approvals, NHS commissioner notifications, or HMRC clearances);
11. settle invoices in accordance with Clause 8.

6.2 The Client warrants to the Company at the date of the Engagement Letter and on a continuing basis throughout the Engagement that:

1. it has full power and authority to enter into the Engagement and to instruct the Company on the terms hereof;
2. the information provided to the Company is, to the best of the Client's knowledge, true, accurate, complete, and not misleading;
3. there are no proceedings, disputes, or investigations pending or threatened that would materially affect the Business or the Transaction, except as disclosed to the Company in writing;
4. it is not subject to any restriction, covenant, or obligation that would prevent it from engaging the Company or completing a Transaction.

7. Fees, Commission, and Staged Payments

7.1 The Client shall pay the Company the fees set out in the Engagement Letter, which shall consist of a combination of Milestone Payments and a Commission payable on Completion, as more particularly described in this Clause 7 and the Engagement Letter.

Milestone Payments

7.2 Milestone Payments shall be payable at the stages specified in the Engagement Letter. The Engagement Letter will specify the applicable milestones, which may include (without limitation) one or more of the following:

1. Instruction Fee: a fee payable on execution of the Engagement Letter, representing the commencement of the Engagement;
2. Information Memorandum Fee: a fee payable upon completion and approval of the Business information memorandum or marketing documentation;
3. Heads of Terms Fee: a fee payable upon exchange of agreed Heads of Terms with a prospective buyer;
4. Exchange Fee: a fee payable upon exchange of legally binding sale documentation.

7.3 Milestone Payments are non-refundable once earned, save as expressly provided in the Engagement Letter or these Terms. Milestone Payments shall not be credited against Commission unless expressly stated in the Engagement Letter.

Commission

7.4 Commission shall be payable to the Company upon Completion of a Transaction with an Interested Party. The Commission shall be calculated as a fixed percentage of the Consideration, as specified in the Engagement Letter.

7.5 The Commission rate applicable to the Engagement, and any minimum Commission payable regardless of the Consideration achieved, shall be as specified in the Engagement Letter.

Calculation of Consideration

7.6 For the purposes of calculating Commission, 'Consideration' shall include all of the following:

1. the initial cash consideration payable on Completion;
2. any deferred consideration, loan notes, or other payment obligations assumed by the buyer, whether or not contingent;
3. any earn-out payments or performance-related payments payable following Completion, calculated on the maximum achievable basis unless the Engagement Letter expressly specifies an alternative calculation method;
4. the face value of any debt, liabilities, or obligations assumed by the buyer;
5. any non-cash consideration (including shares, equity interests, or property) valued at fair market value at the date of Completion;
6. any consideration paid to connected parties, shareholders, or associates of the Client in connection with the Transaction.

7.7 Where any element of the Consideration is deferred, contingent, or subject to adjustment post-Completion, the parties shall agree an appropriate mechanism for calculating and paying Commission on such elements. In default of agreement, Commission on deferred or contingent elements shall be payable at the time such amounts become unconditional and due.

Retainer

7.8 Where a Retainer is specified in the Engagement Letter, the Retainer shall be payable at the intervals stated therein. The Retainer is non-refundable and is payable in consideration of the Company reserving resources and making available its expertise.

VAT

7.9 All fees and Commission quoted are exclusive of VAT. VAT shall be charged in addition at the applicable rate. The Company shall issue VAT invoices in accordance with applicable law.

Expenses

7.10 Unless otherwise agreed in the Engagement Letter, all reasonable out-of-pocket expenses incurred by the Company in connection with the Engagement (including, without limitation, travel, accommodation, couriers, and specialist third-party reports) shall be reimbursed by the Client within fourteen (14) days of a valid invoice, provided that expenses exceeding £250 individually shall require prior written approval from the Client.

8. Payment Terms and Late Payment

8.1 All invoices issued by the Company shall be payable within fourteen (14) days of the invoice date, unless otherwise specified in the Engagement Letter.

8.2 Commission invoices shall be issued by the Company on the date of Completion and shall be payable on or before the Completion date. It is the Client's responsibility to ensure that sufficient funds are available to pay the Commission invoice at Completion. The Client's solicitors shall be notified of the Commission liability and shall be directed to discharge the Commission invoice from Completion proceeds.

8.3 All payments shall be made in pounds sterling (GBP) by bank transfer to the Company's nominated bank account. Details will be provided on the invoice. The Company does not accept payment by cheque unless expressly agreed.

8.4 If the Client fails to pay any sum due under these Terms by the due date, the Company shall be entitled, without prejudice to any other rights or remedies:

1. to charge interest on the overdue amount at a rate of 8% per annum above the Bank of England base rate from time to time, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until actual payment in full;
2. to suspend the Services (in whole or in part) upon seven (7) days' written notice to the Client, until all overdue amounts (together with accrued interest) have been paid in full;
3. to recover reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts Regulations 2002.

8.5 Time of payment shall be of the essence of these Terms.

8.6 The Client shall not be entitled to withhold, set off, or deduct any amounts from sums due to the Company unless the Company has given express prior written consent or a court of competent jurisdiction has ordered otherwise.

9. Commission Protection and Tail Period

9.1 The Client acknowledges that a substantial part of the Company's commercial value lies in the introductions it makes and the relationships it facilitates. Accordingly, the commission protection provisions set out in this Clause 9 are essential to the Company's commercial interests and are reasonable in the circumstances.

9.2 Commission shall be payable to the Company in respect of any Transaction that completes:

1. during the Engagement; or
2. within the Tail Period following the expiry or termination of the Engagement for any reason,

in each case where such Transaction is with an Interested Party, or is materially derived from or connected to an Introduction made by the Company.

9.3 The Tail Period shall be twenty-four (24) months from the date of expiry or termination of these Terms.

9.4 For the avoidance of doubt, Commission shall be payable under this Clause 9 regardless of:

1. the reason for termination of the Engagement;
2. whether the Client uses a different adviser, intermediary, or no adviser in respect of the Transaction;
3. whether the Client or the Interested Party takes the initiative in resuming discussions;
4. any change in the structure, ownership, or nature of the Transaction from that originally proposed.

9.5 The Client shall immediately notify the Company in writing if, during the Tail Period, it enters into discussions with or receives an approach from any party that was introduced to it by the Company during the Engagement.

9.6 The Company shall maintain a register of all Interested Parties, which shall be made available to the Client on written request. In the absence of manifest error, the Company's register shall constitute prima facie evidence of Introductions made during the Engagement.

10. Confidentiality

10.1 Each party undertakes to the other that it shall:

1. keep all Confidential Information of the other party strictly confidential;
2. not disclose any Confidential Information to any third party without the prior written consent of the disclosing party, except as permitted by these Terms;
3. use Confidential Information only for the purposes of the Engagement;
4. take all reasonable measures to protect the confidentiality of the other party's Confidential Information, applying at least the same standard of protection as it applies to its own confidential information.

10.2 A party may disclose Confidential Information:

1. to its employees, directors, professional advisers, or consultants who need to know the information for the purposes of the Engagement, provided that such persons are bound by equivalent confidentiality obligations;
2. to the extent required by law, court order, or a binding requirement of any regulatory or governmental authority, provided that (to the extent legally permissible) the disclosing party gives the other party as much prior notice as possible and co-operates with the other party in seeking any available exemption or limitation.

10.3 Confidential Information shall not include information that:

1. is or becomes publicly available other than as a result of a breach of this Clause 10;
2. was lawfully known to the receiving party before receipt from the disclosing party;
3. is independently developed by the receiving party without use of the Confidential Information.

10.4 The obligations in this Clause 10 shall survive the termination or expiry of these Terms without limit in time.

10.5 Separate Non-Disclosure Agreements may be entered into between the Client and Interested Parties. Such agreements are distinct from these Terms. The Company will provide its standard form NDA template on request and, if instructed, will obtain executed NDAs from Interested Parties prior to disclosure of material Business information.

11. Data Protection and GDPR Compliance

11.1 Each party shall comply with its respective obligations under the GDPR and all applicable data protection legislation in connection with the Engagement.

11.2 The Company shall process personal data provided by or on behalf of the Client only to the extent necessary to perform the Services. The Company's Privacy Notice (available on its website or upon request) sets out the basis on which personal data is processed, the categories of data processed, and individuals' rights.

11.3 The Client warrants that it has authority to disclose to the Company any personal data shared in connection with the Engagement (including in respect of directors, shareholders, and employees of the Business), and that such disclosure is lawful, fair, and transparent.

11.4 Where the Company processes personal data on behalf of the Client as a data processor, the parties shall enter into a separate data processing agreement as required by Article 28 GDPR.

11.5 The Company shall maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

11.6 In the healthcare and dental sector, the Client acknowledges that additional obligations may arise under NHS data security standards and Care Quality Commission (CQC) requirements. The Client is responsible for ensuring compliance with such sector-specific obligations.

11.7 In the estate agency sector, the Client acknowledges that certain personal data obligations may arise under the National Trading Standards Estate and Letting Agency Team (NTSELAT) guidance and related legislation.

12. Anti-Money Laundering and Compliance

12.1 The Company takes its obligations under AML Legislation seriously. The Client acknowledges and agrees that the Company is required by law to conduct KYC and AML checks on all clients and, where appropriate, on beneficial owners and key principals of the Business.

12.2 As a condition of the Engagement commencing, and as a continuing obligation throughout the Engagement, the Client shall:

1. provide all documentation and information requested by the Company for the purposes of its KYC and AML procedures, including (without limitation) certified copies of passport or driving licence, proof of address, corporate documents, confirmation of beneficial ownership, and source of funds documentation;
2. promptly inform the Company of any change in the ownership, control, or beneficial ownership structure of the Business or the Client entity;
3. confirm that neither the Client, the Business, nor any beneficial owner is subject to any sanctions, designated as a politically exposed person ('PEP'), or subject to any law enforcement investigation or proceeding.

12.3 The Company reserves the right to suspend or terminate the Engagement without liability if:

1. satisfactory KYC information is not provided within a reasonable time;
2. the Company has reasonable grounds to suspect that any Transaction may be connected with money laundering, terrorist financing, sanctions evasion, or any other criminal activity;
3. the Company is required by law or its internal procedures to make a disclosure to the National Crime Agency (NCA) or other relevant authority.

12.4 Where the Company is required to make a Suspicious Activity Report ('SAR') under the Proceeds of Crime Act 2002 or the Terrorism Act 2000, it shall not be obliged to (and may be prohibited from) disclosing this to the Client. The Company accepts no liability for any loss arising from a suspension or delay in the Engagement whilst awaiting consent from the NCA or other authority.

12.5 The Client represents, warrants, and undertakes on a continuing basis that:

1. the source of funds for any Transaction is entirely legitimate;
2. no part of the Consideration will constitute the proceeds of crime or be used to finance criminal activity;
3. the Client is not a PEP and is not subject to any UK, EU, UN, US, or other applicable sanctions regime.

12.6 The Company retains all KYC documentation for a minimum of five (5) years from the end of the Engagement, as required by AML Legislation.

Note: The Company's AML obligations may extend to verifying the identity of counterparties in a Transaction. The Client should be aware that the Company may communicate directly with prospective buyers' advisers for AML purposes and this does not constitute a breach of confidentiality.

13. Reliance on Client Information

13.1 The Company relies entirely on information provided by the Client in performing the Services, including in the preparation of marketing materials and information memoranda. The Company does not independently verify the accuracy or completeness of such information.

13.2 The Client accepts full responsibility for the accuracy, completeness, and fairness of all information provided to the Company and to any Interested Party. Any information memorandum or marketing document prepared by the Company is prepared on the basis of information supplied by the Client, and the Client shall review and approve all such documentation before release.

13.3 The Client shall indemnify and hold harmless the Company and its officers, employees, and agents against all losses, claims, liabilities, costs, and expenses arising from any inaccuracy, omission, or misleading statement in information provided by the Client or approved by the Client for disclosure to Interested Parties.

13.4 The Company shall include appropriate disclaimers in all marketing documentation to the effect that:

1. the information is provided for general guidance only;
2. independent professional advice should be sought by prospective purchasers;
3. the Company acts as agent for the seller and not for the buyer.

14. Limitation of Liability

14.1 Subject to Clause 14.4, the Company's total aggregate liability to the Client under or in connection with these Terms and the Engagement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees actually paid by the Client to the Company in the twelve (12) months preceding the event giving rise to the liability.

14.2 Subject to Clause 14.4, the Company shall not be liable to the Client for any of the following types of loss, whether foreseeable or not, and whether arising in contract, tort, breach of statutory duty, or otherwise:

1. loss of profits, revenue, or business;
2. loss of anticipated savings or opportunity;
3. loss of goodwill or damage to reputation;
4. loss of data;
5. any indirect, consequential, or special loss.

14.3 The Company shall not be liable for:

1. any failure of a Transaction to complete for any reason, including but not limited to a buyer's withdrawal, failure to obtain financing, regulatory refusal, or the Client's own decision not to proceed;
2. the accuracy, suitability, or completeness of any valuation guidance provided (which is indicative only and not a formal valuation);
3. the conduct, representations, or financial standing of any Interested Party introduced by the Company;
4. any professional advice given by third parties (including solicitors, accountants, or financial advisers) in connection with the Transaction.

14.4 Nothing in these Terms limits or excludes either party's liability for:

1. death or personal injury caused by its negligence;
2. fraud or fraudulent misrepresentation;
3. any other liability that cannot lawfully be excluded or limited.

14.5 The Client acknowledges that the limitations of liability in this Clause 14 are reasonable having regard to: (i) the nature of the Services; (ii) the fact that the Company acts as agent only; and (iii) the fees payable. The Client is advised to maintain appropriate insurance in respect of any Transaction.

15. Exclusions of Warranties

15.1 The Company provides the Services on an 'as is' basis. Save as expressly set out in these Terms, all warranties, representations, conditions, and other terms implied by statute, common law, or otherwise are excluded to the fullest extent permitted by law.

15.2 In particular, the Company makes no warranty or representation that:

1. a Transaction will be completed within any particular timeframe or at all;
2. the Consideration achieved will meet the Client's expectations or any indicative valuation;
3. any Interested Party introduced will be financially capable of completing the Transaction;
4. the marketing of the Business will generate a specific number of enquiries or offers.

15.3 Valuation guidance provided by the Company is indicative only. It is based on publicly available market comparators and information provided by the Client and does not constitute a professional valuation. The Client is responsible for obtaining independent professional valuation advice and should not rely solely on any guidance provided by the Company.

16. Indemnities

16.1 The Client shall indemnify the Company and keep it indemnified against all losses, claims, costs (including legal costs on a solicitor and own client basis), damages, expenses, and liabilities suffered or incurred by the Company arising from or in connection with:

1. any breach by the Client of its obligations under these Terms;
2. any inaccuracy, misrepresentation, or material omission in information provided by the Client;
3. any claim brought against the Company by an Interested Party arising from the Client's conduct or representations;
4. any breach of AML Legislation by the Client;
5. any claim brought by a third party in connection with the marketing or disposal of the Business;
6. the Client's failure to obtain any required regulatory approval or consent.

16.2 The Company shall promptly notify the Client of any claim in respect of which indemnification is sought under this Clause 16, and the Client shall be entitled to conduct the defence of such claim at its own expense (subject to the Company's approval, not to be unreasonably withheld, of the conduct of such defence).

17. Conflicts of Interest

17.1 The Company may act for multiple clients in connection with business sales and acquisitions. The Company shall maintain appropriate information barriers where necessary to manage conflicts between its clients.

17.2 The Company shall notify the Client promptly if it identifies an actual or potential material conflict of interest in the Engagement. Where a conflict arises that cannot be managed, the Company may be required to cease acting for one or more clients and shall notify the affected party in writing.

17.3 The Client acknowledges that the Company may have access to information relating to third parties in connection with other engagements and that the Company is not obliged to disclose such information to the Client.

17.4 The Company's obligation to disclose conflicts is subject to any overriding confidentiality obligations owed to other clients.

18. Non-Circumvention

18.1 The Client agrees that it shall not, directly or indirectly, attempt to bypass, circumvent, or avoid the Company's entitlement to Commission by:

1. entering into a Transaction with an Interested Party without the knowledge of the Company;
2. restructuring a Transaction in a manner designed to reduce or eliminate the Consideration for the purposes of calculating Commission;
3. terminating the Engagement and thereafter completing a Transaction with an Interested Party within the Tail Period;
4. procuring a Transaction through a connected party, associate, or nominee in circumstances where the true economic benefit accrues to the Client.

18.2 A breach of this Clause 18 shall entitle the Company to Commission as if the Transaction had been completed in the ordinary course of the Engagement, calculated on the maximum Consideration achievable, together with interest from the date of Completion at the rate specified in Clause 8.4(a).

19. Intellectual Property

19.1 All intellectual property rights in materials prepared by the Company in connection with the Services (including information memoranda, marketing documents, buyer lists, and presentations) shall vest in the Company unless otherwise agreed in writing.

19.2 The Company grants the Client a non-exclusive, non-transferable licence to use such materials solely for the purposes of the Engagement. Such licence shall automatically terminate upon termination of the Engagement.

19.3 The Client grants the Company a non-exclusive licence to use the Client's name, business name, trademarks, and other identifying information solely for the purposes of performing the Services and, subject to Clause 20, for marketing purposes.

19.4 The Client warrants that any materials, information, or intellectual property provided to the Company for use in connection with the Services does not infringe the intellectual property rights of any third party.

20. Marketing and Publicity

20.1 The Client consents to the Company using the following information for the purpose of marketing the Business for sale:

1. a general description of the Business and its trading activities;
2. key financial metrics (typically presented on an anonymised or sector-only basis in initial marketing);
3. location and sector information to the extent approved by the Client.

20.2 The Client shall confirm in writing (or via email) the level of information that may be disclosed at each stage of the marketing process. The Company shall not disclose the identity of the Business or the Client in initial marketing without express approval.

20.3 Subject to the Client's prior written consent, the Company may, following Completion, publish a brief case study or announcement identifying the Business and the Transaction as a completed deal for its own marketing and promotional purposes. The Client may withhold such consent in its absolute discretion.

20.4 The Company may, without specific consent, list the Engagement as a transaction in progress on its internal systems and within general sector statistics, provided no identifying information is disclosed.

21. Third-Party Professional Advice

21.1 The Client acknowledges that the Services do not include legal, tax, accounting, financial, or regulatory advice. The Company strongly recommends that the Client obtains independent advice from appropriately qualified professionals in all of these areas before proceeding with any Transaction.

21.2 In particular, and without limitation, the Client should:

1. instruct specialist transaction lawyers to advise on the legal structure, documentation, and risks of the Transaction;
2. instruct accountants and tax advisers to advise on the tax implications of the Transaction (including, without limitation, Business Asset Disposal Relief, HMRC clearances, VAT implications, and any applicable stamp duty);
3. obtain independent financial due diligence where required;
4. in the healthcare and dental sector: consult specialist healthcare solicitors and seek regulatory advice from the CQC and, where applicable, NHS commissioners;
5. in the estate agency sector: consult HMRC and HMRC-regulated agents on the application of the Fifth Money Laundering Directive (5MLD) to estate agency businesses and any relevant Property Ombudsman obligations.

21.3 The Company accepts no responsibility or liability for the advice given, or omissions, of any third-party professional adviser retained by the Client.

22. Term and Termination

22.1 The Engagement shall commence on the date of the Engagement Letter and shall continue until:

1. Completion of a Transaction; or
2. termination by either party in accordance with this Clause 22.

22.2 Either party may terminate the Engagement by giving not less than thirty (30) days' written notice to the other, provided that:

1. no such termination by the Client shall relieve the Client of any obligation to pay Milestone Payments already due or earned;
2. no such termination shall extinguish the Commission obligations in Clause 9 in respect of the Tail Period.

22.3 The Company may terminate the Engagement immediately upon written notice if:

1. the Client fails to pay any sum due under these Terms within fourteen (14) days of the due date;
2. the Client commits a material breach of these Terms that is not remedied within fourteen (14) days of written notice;
3. the Client suffers an Insolvency Event;
4. the Client provides information the Company reasonably believes to be materially false, misleading, or fraudulent;
5. AML or KYC checks cannot be satisfactorily completed;
6. the Company is required to make a SAR and receives consent from the NCA (or consent is deemed obtained) but continuation of the Engagement would otherwise be unlawful;
7. continuing the Engagement would, in the Company's reasonable opinion, expose it to legal, regulatory, or reputational risk.

22.4 The Client may terminate the Engagement immediately upon written notice if:

1. the Company commits a material breach of these Terms and fails to remedy such breach within twenty-one (21) days of written notice;
2. the Company suffers an Insolvency Event.

23. Consequences of Termination

23.1 On termination or expiry of the Engagement:

1. all Milestone Payments earned to the date of termination shall become immediately due and payable;
2. each party shall promptly return (or at the other party's request, destroy) all Confidential Information and materials of the other party;
3. the Company shall provide the Client with a written list of all Interested Parties introduced during the Engagement;
4. the licences granted under Clause 19.2 and 19.3 shall terminate;
5. the Client's obligations under Clause 9 (Commission Protection and Tail Period) shall survive.

23.2 The following Clauses shall survive termination or expiry of these Terms: 7 (to the extent of accrued fees), 8, 9, 10, 12.6, 13, 14, 15, 16, 17, 18, 19.4, 23, 26, 27, 28, 29, 30, 31, 32.

23.3 Termination of the Engagement shall not affect any accrued rights or remedies of either party.

24. Force Majeure

24.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms (other than an obligation to pay money) to the extent that such delay or failure is caused by a Force Majeure Event, meaning circumstances beyond the reasonable control of the affected party, including (without limitation) acts of God, pandemic, epidemic, flood, fire, earthquake, government action, civil unrest, war, terrorism, industrial dispute, or failure of third-party utilities or systems.

24.2 The party affected by a Force Majeure Event shall:

1. give prompt written notice to the other party specifying the nature and extent of the Force Majeure Event;
2. use all reasonable endeavours to mitigate its effects;
3. resume performance as soon as reasonably practicable after the cessation of the Force Majeure Event.

24.3 If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the Engagement on written notice without liability, save that all accrued payment obligations shall remain unaffected.

25. Entire Agreement

25.1 These Terms, together with the Engagement Letter, constitute the entire agreement between the parties in relation to the Engagement and supersede all prior representations, negotiations, agreements, understandings, and arrangements (whether oral or written) between the parties relating to the subject matter hereof.

25.2 Each party acknowledges that in entering into these Terms it has not relied on, and shall have no remedy in respect of, any representation or warranty other than as expressly set out herein.

25.3 Nothing in this Clause 25 shall limit or exclude any liability for fraud or fraudulent misrepresentation.

26. Variation

26.1 No variation to these Terms or the Engagement Letter shall be effective unless made in writing and signed by an authorised representative of each party. Email confirmation by an authorised representative shall be deemed sufficient.

26.2 The Company reserves the right to update these Terms from time to time. Any updated version will be provided to the Client in writing and, unless the Client objects within fourteen (14) days of notification, shall be deemed accepted and incorporated into the Engagement.

27. Severance

27.1 If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in full force and effect.

27.2 If any invalid or unenforceable provision would be valid or enforceable if part of it were deleted, that provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

28. Waiver

28.1 No failure or delay by a party to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy.

28.2 No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

28.3 A waiver of any breach of these Terms shall not constitute a waiver of any subsequent breach.

29. Notices

29.1 Any notice given under these Terms shall be in writing and may be served by:

1. first-class post or recorded delivery to the relevant party's registered office or last known address;
2. email to the address specified in the Engagement Letter or as otherwise notified in writing.

29.2 Notices sent by first-class post shall be deemed served two (2) Business Days after posting. Notices sent by email shall be deemed served at the time of transmission, provided no delivery failure notification is received within twenty-four (24) hours.

29.3 Notices to the Company shall be addressed to: The Director, The Business Acquisitions Group Ltd, The Point, Granite Way, Mountsorrel, Loughborough, Leicestershire, LE12 7TZ with a copy by email to [email protected]

Notices to the Client shall be addressed to the contact details specified in the Engagement Letter.

30. Third Party Rights

30.1 A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

30.2 The rights of the parties to rescind or vary these Terms are not subject to the consent of any third party.

31. Anti-Bribery and Anti-Corruption

31.1 Each party shall comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and shall maintain in place its own adequate procedures to prevent bribery and corruption by persons associated with it.

31.2 Neither party shall offer, give, receive, or solicit any bribe, facilitation payment, financial or other advantage in connection with the Engagement.

32. Governing Law and Dispute Resolution

32.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

32.2 In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by written notice to the other.

32.3 If the dispute is not resolved by negotiation within twenty (20) Business Days of the notice referred to in Clause 32.2 (or such longer period as the parties may agree in writing), either party may refer the dispute to mediation. The mediation shall be conducted in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, unless the parties agree otherwise. The mediator shall be agreed between the parties or, failing agreement within ten (10) Business Days of a request to mediate, shall be appointed by CEDR.

32.4 If the dispute is not resolved by mediation within thirty (30) days of the appointment of the mediator (or such longer period as the parties may agree), either party may refer the matter to the courts of England and Wales, which shall have exclusive jurisdiction to settle any dispute or claim.

32.5 Nothing in this Clause 32 shall prevent either party from seeking urgent injunctive or other interim relief from any court of competent jurisdiction.