Luxury & Performance Cars Ltd.

Company Registration No: 14155431 | VAT No: GB 443823591

309a High Road, Loughton, Essex, England, IG10 1AH

Last updated: 17 June 2022

By trading with Luxury & Performance Cars Ltd., you ('Partner') agree to these Terms, which apply to all dealings with us whether written, oral or implied. Consent to these Terms is deemed by the act of entering into business with Luxury & Performance Cars Ltd..

1.1 “Partner” means any trader, dealer, broker, introducer, business or individual who enters into dealings with the Company.

1.2 “Company” means Luxury & Performance Cars Ltd., its officers, employees and agents.

1.3 “Confidential Information” means all data, contacts, trade secrets, pricing, supplier or customer details and any other non-public information disclosed or obtained in the course of dealings.

1.4 “Losses” “Loss” means all direct, indirect, consequential or special losses, including loss of profit, revenue, opportunity, or goodwill.

1.5 “Reputational Harm” means any damage, whether by libel, slander, defamation, or exposure, which causes or is likely to cause the Company loss of business or standing in the marketplace.

1.6 “Sabotage” means any deliberate act or omission intended to disrupt, harm, or undermine the Company’s business, operations, relationships, or reputation.

1.7 “Backdooring” means any attempt to bypass the Company and deal directly with its suppliers, introducers, clients, or contacts without written consent.

1.8 “Client Theft” means the diversion or misappropriation of the Company’s clients, introducers, or business opportunities by a Partner or third party connected to a Partner.

1.9 “Projected Losses” means reasonably foreseeable financial losses of the Company extending up to five (5) years ahead, calculated in accordance with Clause 10.

1.10 “Mean Average Earnings” means the average net profit or revenue historically earned by the Company from a particular client, introducer, supplier, or business line in the three (3) years prior to breach, or such shorter period as is available.

2.1 All Confidential Information shared or accessed in the course of dealings must be kept strictly confidential and used only for the purpose intended.

2.2 Partners shall not disclose or use such information for their own benefit or for the benefit of third parties.

3.1 Partners shall not, directly or indirectly, disclose, replicate or misuse the Company’s Confidential Information, supplier or client links, introducer contacts, or business data for the purpose of competing with the Company.

3.2 Partners shall not attempt to bypass the Company by dealing directly with its suppliers, introducers, or clients without express written consent.

3.3 Any breach of this clause shall render the Partner liable to the Company for all Losses suffered, with damages recoverable up to £10,000,000.

4.1 Partners must not engage in irresponsible trading, dissemination of false statements, or conduct likely to cause Reputational Harm to the Company.

4.2 This includes libel, slander, defamation, or exposure (online or otherwise) which causes or is likely to cause the Company loss of business.

4.3 The Company reserves the right to pursue damages, injunctive relief, and any other remedies available in law or equity.

5.1 Partners shall indemnify and hold harmless the Company against all Losses, costs, claims, damages, and expenses (including legal fees) arising from any breach of these Terms, including but not limited to breaches of confidentiality, anti-competition, and reputational protection clauses.

6.1 The Company’s liability to any Partner is limited to the value of the specific transaction giving rise to the claim, save for liability arising from fraud, gross negligence or wilful misconduct.

6.2 In no event shall the Company be liable for indirect or consequential losses.

7.1 These Terms apply indefinitely to all dealings between the Company and Partners.

7.2 The Company may terminate dealings immediately in the event of breach, without prejudice to its right to claim damages.

8.1 Any breach of Clauses 2 (Confidentiality & Non-Disclosure), 3 (Anti-Competition & Non-Circumvention), or 4 (Reputational Protection & Undue Exposure) shall entitle the Company to liquidated damages.

8.2 The Parties agree that the Company’s potential losses in such circumstances would be difficult to quantify with precision, and therefore agree that damages up to £10,000,000 are a genuine pre-estimate of likely loss, not a penalty.

8.3 The Company shall only seek recovery of its actual losses suffered, together with reasonable legal costs and expenses. The agreed cap of £10,000,000 applies as the maximum recoverable sum.

8.4 The Company shall act reasonably and use all reasonable endeavours to mitigate any losses, damages, or exposure, and shall offset the amount claimed where mitigation has reduced the loss.

10.1 In addition to any other rights under these Terms, the Company shall be entitled to claim for Projected Losses of business or earnings resulting from any breach of Clauses 2, 3, or 4, including but not limited to Sabotage, Backdooring, Client Theft, or diversion of business opportunities.

10.2 Such Projected Losses may include the value of lost business or clients up to five (5) years ahead from the date of breach.

10.3 The calculation of such Projected Losses shall be based on a reasonable Mean Average Earnings of the Company’s historical earnings or profits from that client, supplier, introducer, or business line during the period prior to the breach, applied to the forward five-year period.

10.4 This right to claim forward-looking damages is without prejudice to the Company’s entitlement to claim liquidated damages under Clause 8 and actual losses otherwise recoverable.

11.1 These Terms are governed by and construed in accordance with the laws of England and Wales.

11.2 The courts of England and Wales shall have exclusive jurisdiction over any disputes arising under or in connection with these Terms, with the preferred venue being the courts of London.

12.1 Partners may not assign, transfer, or subcontract any rights or obligations under these Terms without the Company’s prior written consent.

12.2 Any attempted assignment without such consent shall be void.

13.1 These Terms constitute the entire agreement between the Company and the Partner in relation to the subject matter and supersede any prior discussions, understandings, or arrangements.

13.2 No variation shall be valid unless agreed in writing and signed by an authorised officer of the Company.

14.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

15.1 All formal notices must be given in writing and/or email. 

15.2 Notices may be served by: (a) email to Lauren@luxuryandperformancecars.co.uk; or (b) recorded delivery post to: Luxury & Performance Cars Ltd., TMS House, Cray Avenue, Orpington, BR5 3QB.

15.3 Notices shall be deemed received only when acknowledged by the Company in writing via email, or when valid proof of delivery is available for postal notices. (a) If no acknowledgement is received within seven (7) days of sending by email, the sender must issue a further email and copy info@luxuryandperformancecars.co.uk. (b) Notices sent by recorded delivery shall be deemed received on the second working day after posting, provided that proof of tracking and a signature or photographic evidence of receipt is retained by the sender for their records.

15.4 The Company shall have 28 working days from receipt of a notice to acknowledge and respond.

16.1 The Company shall not be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, wars, strikes, or government restrictions.

16.2 The Company shall use reasonable endeavours to mitigate the impact of such events and resume performance as soon as practicable.