Terms and Conditions

DEFINITIONS AND INTERPRETATION
1. In these Terms and Conditions the following words and expressions will have the following meanings (unless the context requires otherwise), and appear in red throughout:
  1. Actual Completion: the date the sale of Your Property to Us actually takes place;
  2. Agreed Sale Price: the Agreed Sale Price referred to in section 7 of the Purchase Option Agreement;
  3. Buyer: the buyer under Your Sale Contract;
  4. Calendar Day: any day;
  5. ClozeSure Customer Portal: The ClozeSure online service that You will be provided access to as part of the Purchase Option Agreement application process;
  6. ClozeSure Completion Date: either: (a) the Default Completion Date, if reasonably practicable, or if not,
    (b) the next Working Day after the Default Completion Date , subject to the provisions of these Terms and Conditions;
  7. Conditions Precedent: the conditions precedent listed in clause 5.2.1;
  8. Conveyancer: a solicitor or licensed conveyancer;
  9. Default Completion Date: the date the Notice to Complete provides for completion of Your Sale Contract;
  10. Deposit: the Deposit referred to in section 7 of the Purchase Option Agreement, being not less than 10% of the Agreed Sale Price;
  11. Exchange Date: the date of exchange of contracts of sale for Your Property with Your Buyer;
  12. Notice to Complete: a notice providing Your Buyer with a period of 10 Working Days within which to complete Your Sale Contract ;
  13. Option: the option granted in section 8 of the Purchase Option Agreement , for Us to purchase (or procure the purchase of) Your Property from You;
  14. Option Fee: the Option Fee referred to in section 3 of the Purchase Option Agreement, being the consideration for the granting of the Option to You and payable to Us in accordance with clause 3;
  15. Property: Your Property as detailed in section 6 of the Purchase Option Agreement;
  16. Purchase Option Agreement: the agreement between You and Us in which We grant the Option to You;
  17. Purchase Price: the purchase price calculated in accordance with clause 5.4; UK - 707229271.5 1
  18. Sale Contract: the sale contract for the sale of Your Property for the Agreed Sale Price referred to in section 7 of the Purchase Option Agreement;
  19. Trigger Conditions: the trigger conditions listed in clause 4.2;
  20. Trigger Notice: a trigger notice in the form included at the end of these Terms and Conditions;
  21. Us: the party referred to in section 4 of the Purchase Option Agreement;
  22. Working Day: any day from Monday to Friday (inclusive) which is not Christmas Day, Good Friday or a statutory Bank Holiday; and
  23. You: the party referred to in section 5 of the Purchase Option Agreement .
2. Unless otherwise expressly stated, the rules of interpretation set out in this clause apply in these Terms and Conditions.
3. The headings and sub-headings in these Terms and Conditions are for ease of reference only and do not affect the meaning of these Terms and Conditions.
4. Words in the singular include the plural and vice versa.
5. References to one gender include all genders.
6. A reference to any enactment (whether generally or specifically) will be construed as a reference to that enactment as amended, extended, re-enacted, consolidated or replaced from time to time and will include any order, regulation, instrument or other subordinate legislation made under the relevant enactment.
7. Obligations undertaken by more than one person are joint and several obligations.
8. Every obligation of any party not to do an act or thing includes an obligation not to allow it to be done.
9. The words “include” “includes” and “including” are deemed to be followed by the words “without limitation”.
10. Nothing in these Terms and Conditions shall operate to limit or exclude any liability for fraud.
11. Each of the provisions of these Terms and Conditions is severable and if any such provision is or becomes illegal, invalid or unenforceable in any respect that fact will not affect or impair the legality, validity or enforceability of the other provisions of these Terms and Conditions.
BACKGROUND
1. You are the HM Land Registry registered proprietor of Your Property (or the executor or administrator of the estate of a deceased HM Land Registry registered proprietor).
2. You have exchanged Your Sale Contract, have received (or are entitled to receive) the Deposit and are bound to sell Your Property to Your Buyer.
3. We have agreed, subject to the provisions of these Terms and Conditions, to guarantee the completion of the sale of Your Property if Your Buyer fails to complete Your Sale Contract.
4. You are not obliged to sell Your Property to Us (or to whom We may direct) under the Purchase Option Agreement if You do not wish to do so. The Purchase Option Agreement provides You with an option to require Us to complete (or procure the completion of) the sale of Your Property, should You so require.
CONSIDERATON
You:
1. have paid the Option Fee on or before the date of the Purchase Option Agreement; or
2. agree to pay the Option Fee on completion of the sale of Your Property to Your Buyer, and have instructed Your Conveyancer to pay the Option Fee to Us on Your behalf out of Your sale proceeds; or
3. agree to pay the Option Fee on completion of the sale of Your Property to Us, and agree that this may be deducted from the Purchase Price or
4. agree to pay the Option Fee in the event that Your Buyer defaults after the Exchange Date and You decide not to exercise your Option with Us
OPTION
1. Option period and trigger
  The Option can be triggered:
  1. on or within 1 Working Day from and including the date on which all the Trigger Conditions have been satisfied;
  2. until no later than 5pm on the date which is 1 Working Day from and including the Completion Date as stated in Your Sale Contract ; and
  3. by You completing and submitting to Us a Trigger Notice via the ClozeSure Customer Portal.
2. Trigger Conditions
  All the following Trigger Conditions must be satisfied before You send a Trigger Notice to Us:
  1. You must have full right, power and authority to sell Your Property to Us (or to whom we may direct) and we must be satisfied (acting reasonably) that this is the case;
  2. You (or the HM Land Registry registered proprietor if You are the executor or administrator of the estate of a deceased HM Land Registry registered proprietor) must have owned Your Property for at least six months;
  3. Your Property must be a single private residential dwelling for the occupation of no more than one family;
  4. Your Property must not be a converted religious building, comprise two or more hectares, or include more than one additional ancillary building;
  5. the HM Land Registry title to Your Property must be a “title absolute”;
  6. if Your Property is leasehold its term must have not less than 80 years left to run;
  7. You and Your Buyer must have agreed the sale of Your Property using an estate agent belonging to Propertymark (combining the former National Association of Estate Agents with other property agent professional bodies) or the Royal Institution of Chartered Surveyors;
  8. You and Your Buyer must both be represented separately by a Conveyancer;
  9. You must have all necessary permissions to enable the sale of Your Property to Us, including any consent required from any landlord;
  10. Your Sale Contract must be unconditional;
  11. You must have exchanged Your Sale Contract with Your Buyer no more than 2 Working Days before or no more than 10 Working Days after the date of the Purchase Option Agreement;
  12. Your Conveyancer must have received the Deposit;
  13. Your Buyer must be a private individual or individuals who: (a) are natural person(s);
    (b) are not corporate entities including unregistered companies or associations, a partnership, a limited partnership or a limited liability partnership, or a local authority or government body or other body exercising powers under statute or by royal charter;
    (c) are not a trust or are to hold Your Property on trust;
    (d) are not connected in anyway with You, including being a family member, friend, colleague, acquaintance, or any person with whom You have a personal or financial relationship; and
    (e) have contracted to buy Your Property for themself and not on behalf of anyone or anything else;
  14. Your Sale Contract must include provisions for: (a) the sale of Your Property to Your Buyer within a period of no more than 90 calendar days on and from the date of Your Sale Contract (unless specifically agreed otherwise with You); and
    (b) a period of not less than 10 Working Days to complete following the service of a notice to complete;
  15. You must have complied with all Your obligations in Your Sale Contract ;
  16. there must have been no material reduction in the condition of Your Property since the date of Your Sale Contract;
  17. due solely to Your Buyer’s default, Your Buyer must have failed to complete Your Sale Contract, and You or your Conveyancer must have told Us about this on the day of such default;
  18. Your Buyer must have had a valid Notice to Complete served on them; and
  19. You must have informed Your Buyer of the existence of the Purchase Option Agreement , and that You are exercising the Option.
3. Binding agreement to sell and buy
  If a valid Trigger Notice is submitted by You to Us, You will then become bound to sell, and We will become bound to buy Your Property (or procure that Your Property is bought), on the ClozeSure Completion Date, subject to the provisions of these Terms and Conditions.
4. Extension for Your Buyer
  If You wish to agree an extension to the completion date as stated in Your Sale Contract with Your Buyer, You must as soon as reasonably practicable obtain our approval (such approval not to be unreasonably withheld or delayed) to the proposed extension date via the ClozeSure Customer Portal and such extension must not exceed 10 Working Days of the original agreed completion date as stated in Your Sale Contract.
5. Obligations relating to Your Property
  1. Until Actual Completion, You must continue to comply with all Your obligations in Your Sale Contract.
  2. You are to keep Your Property insured with a reputable insurance company or underwriters in its full reinstatement value against all risks in respect of which comparable premises are normally insured and to produce to Us on request reasonable evidence from such insurers of the terms and subsistence of any policy or policies of such insurance.
  3. You will not charge, encumber or allow any restriction to be entered on the registered title of Your Property.
  4. If requested after the date of the Trigger Notice, You will allow Us or our agents and all others authorised by Us to have access to Your Property for the purposes of carrying out surveys and inspections, at reasonable times and on reasonable notice.
CONDITIONS
1. Incorporation of conditions of sale
  These Terms and Conditions incorporate the conditions for sale contained in Your Sale Contract, except to the extent that they are inconsistent.
2. Conditions Precedent
  1. The completion of the sale and purchase of Your Property by Us is conditional on all the Conditions Precedent having been satisfied by the ClozeSure Completion Date:
    (a) We must receive, have reasonable time to consider and be satisfied (acting reasonably) with all information reasonably requested in relation to Your Property (including all information disclosed to Your Buyer and reasonable evidence of forfeiture of the Deposit);
    (b) the Notice to Complete must have expired, the Deposit must have been forfeit and paid to You or Your Conveyancer and Your Sale Contract must have been terminated; and
    (c) Our Conveyancer must have the benefit of an undertaking from Your Conveyancer in the following terms, which may be provided by Your Conveyancer by email to Our Conveyancer:
    “We refer to the agreement for the sale and purchase of [●]dated [●]and made between (1) ClozeSure Ltd and (2) [●]triggered by the service of a notice dated [●].
    As solicitors/licensed conveyancers for [●]we undertake to you that we have [●]’s authority (as Seller) to receive the purchase money under the agreement on completion. In this undertaking the term “Seller” has the same meaning as is given to the term in the Law Society’s Code for Completion by Post (2019)”.
3. Timing and delay
  You must procure that any information to be provided to Us under the previous clause is provided as soon as reasonably practicable, and You acknowledge that any delay in providing Us with such information may result in the ClozeSure Completion Date being delayed.
4. Purchase price
  We will pay You (or procure that You are paid) the Purchase Price calculated in accordance with the following formula:
  A – B = C
  where:
  A is the Agreed Sale Price;
  B is the Deposit; and
  C is the Purchase Price.
5. Termination
  1. If the Conditions Precedents have not been fully satisfied on or before the date 15 Working Days after the ClozeSure Completion Date, either party (having fulfilled its own obligations under the Purchase Option Agreement) may terminate the Purchase Option Agreement by giving not less than fifteen (15) Working Days’ prior written notice to the other but notice may not be given by Us if the Condition Precedents have been satisfied. At the expiration of such notice the Purchase Option Agreement will terminate (without any further liability on either Us or You except that termination will be without prejudice to any liability of any party against any other arising from any breach of the Purchase Option Agreement before the expiration of such notice).
  2. The Purchase Option Agreement shall otherwise terminate at 5pm on the date which is 1 Working Day from and including the Completion Date as stated in Your Sale Contract (unless specifically agreed otherwise with You), unless a Trigger Notice has been served.
6. Payment of money
  The money due to You on completion will be paid by direct credit transfer from Our Conveyancer’s client account for the credit of the client account of Your Conveyancer and You authorise Your Conveyancer to receive such money.
7. Transfer
  1. You will execute the transfer of Your Property as a whole in favour of Us (or such entity as We may direct) for the Purchase Price in a form acceptable to Us acting reasonably (the “Transfer”).
  2. The Transfer will be prepared in original and counterpart by Your Conveyancer and the original will be executed by You and delivered to Our Conveyancer on the ClozeSure Completion Date, and the counterpart will be executed by Us (or the relevant entity) and delivered to Your Conveyancer on the ClozeSure Completion Date.
8. Vacant Possession
  Your Property is sold with vacant possession on Actual Completion and free of charges to secure the repayment of money.
HM LAND REGISTRY IDENTITY REQUIREMENTS
1. The following definitions apply in this clause:
  “Attorney” means a person who executes a document as attorney for a party to a document which is to be delivered to Us under the Purchase Option Agreement and will be registered at or supplied to HM Land Registry, other than:
  (a) Us; or
  (b) a person who executes a discharge in HM Land Registry form DS1 or a release in HM Land Registry form DS2;
  “Lender“ means a person with the benefit of a charge registered over Your Property immediately before completion
2. You shall procure that on or before the ClozeSure Completion Date Your Conveyancer delivers to Our Conveyancer:
  1. in respect of each and every Lender that is represented by a Conveyancer, written details of the name, address and reference of that Conveyancer; or HM Land Registry
  2. in respect of each and every Lender that is not represented by a Conveyancer:
    (a) a duly completed HM Land Registry Form DS2 or AP1 (in the case of, and together with, a discharge in Form DS1), or HM Land Registry Form AP1 (in the case of, and together with, a release in HM Land Registry Form DS3) signed by Your Conveyancer and together with such duly completed and signed supporting documents as may be required for the applications to be made by the relevant DS2 or AP1 to be duly completed; or
    (b) if, but only if, the Lender is a bank incorporated, or building society formed, in the UK, a duly completed HM Land Registry Form DS2 or AP1 (in the case of, and together with, a discharge in HM Land Registry Form DS1), or HM Land Registry Form AP1 (in the case of, and together with, a release in HM Land Registry Form DS3) signed by or on behalf of, the Lender, in each case to enable Our Conveyancer to register the discharge or release at the HM Land Registry.
3. In respect of each and every Attorney, You shall procure that on or before the ClozeSure Completion Date, Your Conveyancer deliver to Our Conveyancer :
  1. if an Attorney is represented by a Conveyancer, written details of the name, address and reference of that Conveyancer; or
  2. if an Attorney is not represented by a Conveyancer:
    (a) duly completed evidence of identity in respect of the Attorney in HM Land Registry Form ID1 where the Attorney is an individual or HM Land Registry Form ID2 where the Attorney is not an individual, or
    (b) a statement from a partner of Your Conveyancer’s firm in the following form: “I confirm that I am satisfied that sufficient steps have been taken to verify the identity of [NAME OF ATTORNEY], the attorney of [NAME OF RELEVANT DONOR]” and that partner must be a Conveyancer who is resident in England in Wales and must not be the Attorney.
4. If on the ClozeSure Completion Date You have not complied with all of Your obligations in clause 5, You will be deemed not to be ready, able and willing to complete.
5. If HM Land Registry requires any further evidence of the identity of any Lender or Attorney, You shall, upon written request from Us or Our Conveyancer , use Your reasonable endeavours promptly to provide Us and Our Conveyancer with such information and/or documentation as HM Land Registry may require.
NOTICES
Notices, including (but not limited to) a notice to terminate under clause 5.5, a notice of change of address/email address, can be served via the ClozeSure Customer Portal, or via email at notices@clozesure.com
REGISTRATION
We shall not be entitled to note the Purchase Option Agreement against the registered title to Your Property and shall not without Your consent send the Purchase Option Agreement or a copy of it to HM Land Registry.
ENTIRE AGREEMENT
We both acknowledge that the Purchase Option Agreement (incorporating these Terms and Conditions) contains all the express terms of the contract between us for the sale and purchase of Your Property.
GOVERNING LAW AND JURSIDICTION
1. The Purchase Option Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by the law of England and Wales.
2. We both irrevocably agree that the courts of England and Wales have exclusive jurisdiction to determine any dispute or claim that arises out of or in connection with the Purchase Option Agreement or its subject matter or formation (including non-contractual disputes or claims).
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
Unless expressly stated nothing in the Purchase Option Agreement will create any rights in favour of any person under the Contracts (Rights of Third Parties) Act 1999.
NON MERGER
The provisions of the Purchase Option Agreement will remain in full force and effect (notwithstanding completion of the sale and purchase) to the extent that they remain to be complied with.

Data Protection & Privacy

Any information provided to Us by You or regarding You will be processed by Us in compliance with the provisions of the Data Protection Act 1998, General Data Protection Regulation or any replacement regulation for the purpose of providing a Guarantee and handling claims. This may necessitate providing the information to third parties. All phone calls relating to applications and claims may be monitored and recorded and the recordings used for fraud prevention and detection, training and quality control purposes.

In respect of the personal data (as defined under the General Data Protection Regulation (2016/679) (for as long as it is applicable to Us), the Data Protection Act 1998 and any replacement legislation to such Act) (“Personal Data”) provided by You to Us in connection with the services hereunder, prior to giving Us any such Personal Data You undertake that You have, to the extent required, obtained the consent of, and provided proper notice to, the relevant data subjects of the provision of the Personal Data hereunder and the information and the usage to be made of such Personal Data as set out in Our Privacy Notice available here: http://www.clozesure.com/privacy-notice. Each party shall comply with good data protection practice and meet its obligations under the data protection laws and regulations applicable to the territory/ies in which it operates. If either party receives Personal Data, of a data subject protected under the General Data Protection Regulation (2016/679), from the other party in connection with these Terms of Business, the receiving party will comply with its obligations under the General Data Protection Regulation (for as long as it is applicable), the Data Protection Act 1998 and any replacement legislation to such Act.

Important: Our use, disclosure and other processing of Your information, as described in this Guarantee, is permitted by applicable data protection law and regulation because:

it is necessary for the purposes of Our legitimate interests in pursuing the purposes set out in this agreement and the privacy policy;
it is necessary to process Your sensitive personal data for reasons of substantial public interest, for example to prevent or detect unlawful acts or for a Guarantee purpose;
in some cases You may have provided consent to Our processing of Your sensitive personal data in accordance with the purposes set out in this agreement and the privacy policy; and/or, in some cases,
it is necessary so that we can comply with applicable law and regulation.

The ClozeSure Option Agreement

Data Protection & Privacy

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