Dated 01 March 2019
John and Jane Doe
Bob Building Co Limited
THIS AGREEMENT is dated 01 March 2019
(1) JOHN AND JANE DOE of Ivy Bank, Rochester, Rochestershire, RN22 6RY. (Party A).
(2) BOB BUILDING CO LIMITED (Company number 25187766) whose registered office is Unit 1 Dunham Industrial Estate, Rochester, Rochestershire RN22 5RH (Party B).
A dispute has arisen between the parties relating to the payment to Party B of outstanding invoices which with interest total £38,560.68 (the Debt) arising from a contractual relationship between the parties for the supply of building services (the Dispute).
The parties have settled their differences at a mediation which took place at the Holiday Inn Rochester on 16 February 2019 and have agreed terms for the full and final settlement of the Dispute. They wish to record those terms of settlement, on a binding basis, in this agreement.
1. Effect of this agreement
The parties hereby agree that this agreement shall immediately be fully and effectively binding on them.
2.1 Party A shall pay to Party B the total sum of £13,000 plus VAT, divided into instalments payable by way of same day bank transfer to Nat West Account number XXXXXXX Sort Code XXXXX as follows:
2.1.1 the amount of £5,000 plus VAT to be paid on or before the 28 March 2019;
2.1.2 the amount of £2,500 plus VAT to be paid on or before 28 April 2019; and
2.1.3 the amount of £2,500 plus VAT to be paid on or before 28 July 2019; and
2.1.4 the amount of £3,000 plus VAT to be paid on or before 28 June 2019.
2.2 In the event of default of any instalment referred to in clause 2.1 above the Debt shall become immediately due and payable and credit shall be given against the Debt figure for such payments that have been made under clause 2.1.
2.3 Interest shall accrue and be payable by Party A on any part of the £13,000 plus VAT that is not paid in accordance with clause 2.1at the rate of 4% per annum above the base rate for the time being of National Westminster Bank plc.
2.4 On payment of the sums due in Clause 2.1 Party B will provide Party A with an invoice for the amount paid
This agreement is in full and final settlement of, and each party hereby releases and forever discharges, all and/or any actions, claims, rights, demands and set-offs, whether in this jurisdiction or any other, whether or not presently known to the parties or to the law, and whether in law or equity, that it may have or hereafter can, shall or may have against the other party arising out of or connected with the Dispute.
4. Agreement not to sue
Each party agrees not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against the other party any action, suit or other proceeding concerning the Dispute, in this jurisdiction or any other.
5.1 The parties shall each bear their own legal costs in relation to the Dispute and this agreement.
6. Warranties and authority
6.1 Each party warrants and represents that it has not sold, transferred, assigned or otherwise disposed of its interest in the Dispute.
6.2 Each party warrants and represents to the other with respect to itself that it has the full right, power and authority to execute, deliver and perform this agreement.
Party A hereby indemnifies, and shall keep indemnified Party B against all costs and damages (including the entire legal expenses of the parties) incurred in all future actions, claims and proceedings in respect of the Dispute and or collecting or enforcing the payments referred to in Clause 2 which Party B may bring against the Party A.
8. No admission
This agreement is entered into in connection with the compromise of the Dispute and in the light of other considerations. It is not, and shall not be represented or construed by the party as, an admission of liability or wrongdoing on the part of either party to this agreement or any other person or entity.
If any provision of this agreement is found to be void or unenforceable, that provision shall be deemed to be deleted from this agreement and the remaining provisions of this agreement shall continue in full force and effect and the parties shall use their respective reasonable endeavours to procure that any such provision is replaced by a provision which is valid and enforceable, and which gives effect to the spirit and intent of this agreement.
10. Entire Agreement
10.1 This agreement constitutes the entire understanding and agreement between the parties in relation to the subject matter of this agreement.
10.2 Each party acknowledges that it has not entered into this agreement in reliance wholly or partly on any representation or warranty made by or on behalf of the other party (whether orally or in writing) other than as expressly set out in this agreement.
The terms of this agreement, and the substance of all negotiations in connection with it, are confidential to the parties and their advisers, who shall not disclose them to, or otherwise communicate them to, any third party other than:
(a) to the parties' respective auditors, insurers and lawyers on terms which preserve confidentiality; and
(b) pursuant to an order of a court of competent jurisdiction or pursuant to any proper order or demand made by any competent authority or body where they are under a legal or regulatory obligation to make such a disclosure; and
(c) as far as necessary to implement and enforce any of the terms of this agreement;
12. Governing Law and jurisdiction
This agreement shall be governed by, and construed in accordance with, the law of England and Wales. Any dispute arising out of or in connection with, or concerning the carrying into effect of, this agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales, and the parties hereby submit to the exclusive jurisdiction of those courts for these purposes.
13. Contracts (Rights of Third Parties) Act 1999
The parties agree that the terms of this agreement are not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
The parties shall deliver or cause to be delivered such instruments and other documents at such times and places as are reasonably necessary or desirable, and shall take any other action reasonably requested by the other party for the purpose of putting this agreement into effect.
Any variation of this agreement shall be in writing and signed by or on behalf of each party.
IN WITNESS WHEREOF this Agreement has been executed by the duly authorized representatives of the Parties:
JOHN AND JANE DOE
Name: John Doe
BOB BUILDING CO LIMITED
Name: Robert Jones, Director