Confidentiality and non-circumventionThe house works quietly on behalf of owners who do not advertise. Before we open anything to you, we ask you to agree to this in full. It is printed here in its entirety, and nothing is held back or applied later.
1. Parties and what this is- 01The parties. This undertaking is made between Razev (“the house”, meaning Razev and any company, office, employee, officer, agent or introducer acting for it) and you, the person signing below (“you”). If you sign for a company, a trust, a family office or any other body, you sign both for that body and personally, and you confirm you have authority to bind it.
- 02What this is. This is a single agreement covering both confidentiality (a non-disclosure undertaking) and non-circumvention (a non-circumvention undertaking). It applies from the moment you sign, whether or not you go on to be approved, buy, sell, list a car, or receive anything further from the house.
- 03Why it exists. The house acts for owners and buyers who do not advertise. Their names, their cars and their intentions are private, and their privacy is the whole value of the service. This undertaking is the condition on which anything is shown to you.
2. Confidential information- 04What counts as confidential. Anything the house gives you, shows you, tells you or lets you see that is not already lawfully public. This includes, without limit: the identity, address or contact details of any owner, buyer, agent, driver, restorer or introducer; the existence or availability of any car, whether listed openly or not; chassis, engine, gearbox and body numbers; registration and plate details; asking figures, reserve figures, offers, counter-offers, agreed prices, deposits and commission; valuations, market reads and price research prepared by the house; provenance files, service records, restoration invoices, race history, matching-numbers evidence, customs papers, title and registration documents; photographs, film, inspection reports and condition notes; the terms of this undertaking and the fact that you are in discussion with the house at all.
- 05It stays confidential in every form. In writing, spoken, on screen, by message, by photograph or held in your memory. It makes no difference whether it was marked confidential at the time.
- 06What is not confidential. Information you can show was already lawfully public through no act of yours; information you already held, provably and lawfully, before the house gave it to you and without any duty of confidence; or information a third party lawfully gave you with no duty of confidence attached. The burden of showing this rests with you, on written evidence, at the time you rely on it.
3. Your obligations- 07Keep it. You will keep every piece of confidential information in strict confidence, and you will hold it at least as carefully as you hold your own most sensitive material.
- 08Do not repeat it. You will not disclose, publish, post, broadcast, forward, screenshot, brief, brief a journalist, list on any platform, or otherwise pass any confidential information to anyone, without the house's prior written agreement.
- 09Use it only for the purpose. You may use confidential information for one purpose only: considering, negotiating or completing a transaction through the house. Not for your own market research, not to build a database, not to price your own stock, not to train any model or automated system, and not for any competing business.
- 10No copies beyond need. You will not copy, extract, scrape or store confidential information beyond what the purpose plainly requires, and you will hold whatever you do keep securely.
- 11Do not approach the owner. You will not contact, approach, inspect, visit or attempt to identify any owner, keeper, buyer or car introduced by the house except through the house, unless the house agrees in writing.
- 12Your own people. You may share confidential information with your own professional advisers, financiers, insurers, inspectors or staff strictly where they need it for the purpose. Before you do, you must put them under terms at least as strict as these. You remain fully answerable for anything they do or fail to do, as if it were your own act.
4. Non-circumvention- 13The rule. Where the house introduces you to any person, car, opportunity or counterparty — directly or indirectly, in writing or in conversation — you will not go around the house, or attempt to, on that introduction or on anything arising from it.
- 14How long. This applies for twenty-four (24) months from the date of the introduction concerned, and it survives the ending of any discussion, application, membership or listing.
- 15What is caught. Buying, selling, brokering, financing, optioning, consigning, agreeing a first refusal, or taking any fee or commission on the car or party concerned, otherwise than through the house. It applies whether you act for yourself, through a company, a nominee, a family member, an employee, a partner, an agent or any other person.
- 16It follows the car and the party. If the car passes to another owner, or the party trades through another entity, the rule still applies to you.
- 17Everything runs through the house. Any offer, negotiation, inspection, payment, deposit or completion touching an introduced car or party is made through the house, and the house's fee or commission is payable on it in full.
- 18If you are approached. If an introduced party approaches you directly, you will tell the house in writing within five (5) business days before taking the matter any further.
5. Accuracy and standing- 19Your information is true. Everything you have written on this form — your name, your company, your contact details, your funds, your intentions, and anything you say about a car you are listing — is true, complete and not misleading to the best of your knowledge and belief.
- 20Checks. You agree the house may verify what you have given, including identity, source-of-funds, sanctions, politically-exposed-person and anti-money-laundering checks, and may decline or end any dealing without giving reasons.
- 21Title, if you list. If you offer a car, you confirm you are the owner or are properly authorised by the owner to offer it, that the car is free of any undisclosed finance, lien, charge, dispute or restriction, and that you have disclosed everything material about it.
- 22No offer, no obligation. Nothing here obliges the house to show you anything, to introduce you, to accept your application, to list your car, or to complete any transaction. Nothing here is a warranty by the house as to any car, figure or party.
6. Breach and remedies- 23Injunctions. You accept that damages alone would not be an adequate remedy for a breach of this undertaking, and that the house is entitled to seek an injunction, specific performance or other equitable relief, without needing to prove loss or provide security.
- 24Loss of fee. If you circumvent the house, you will pay the house the fee or commission it would have earned had the transaction run through it, calculated on the gross transaction value, as a debt due on demand, together with the house's reasonable legal costs of recovering it.
- 25Cumulative. These remedies are in addition to, not instead of, any other right the house has at law.
- 26Tell us at once. If you become aware of any actual or suspected breach, loss, leak or unauthorised disclosure — by you or anyone you shared with — you will notify the house in writing without delay and take every reasonable step to limit it.
7. Duration, data and general- 27How long confidentiality lasts. The confidentiality obligations run for five (5) years from the date of signature, and indefinitely for anything that is a trade secret or that identifies an owner, a buyer or a chassis number.
- 28Return or destroy. On the house's written request you will return or securely destroy all confidential information in your possession or control, and confirm in writing that you have done so, save for one copy retained only where the law requires it.
- 29Data. You consent to the house holding and processing your details, this signed undertaking, your signature and the record of your acceptance for the purposes of the service, its records and its legal obligations, and to it being produced as evidence in any proceedings.
- 30Electronic signature. You agree that ticking the box, typing your name and drawing your signature is your electronic signature, is intended by you to have the same effect as a wet-ink signature, and that the recorded version, date, time and details form part of this agreement.
- 31No assignment. You may not assign or transfer this undertaking. The house may assign it to any successor or associated company.
- 32Whole agreement and severance. This is the whole agreement between us on confidentiality and non-circumvention, and it replaces anything said before. If any part is found unenforceable, the rest continues, and that part is read down to the extent needed to make it enforceable.
- 33No waiver. Any delay or failure by the house to enforce any term is not a waiver of it.
- 34Notices. Notices to the house are given in writing through the contact details published on the site. Notices to you are given to the email address on this form.
- 35Law and jurisdiction. This undertaking, and any dispute arising out of it, is governed by the laws of the Principality of Monaco, and you submit to the exclusive jurisdiction of the courts of Monaco. Nothing prevents the house seeking urgent relief in any other competent court.
