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The Estate Agents Act 1979 requires agents’ fees and terms of business to be confirmed in writing. London Real Estate Office Limited’ s standard Terms of Business are set out below. The accompanying letter (the Letter) may vary these terms and further explains how our fee is calculated and details other costs and charges. The Letter and the Terms of Business are to be read together and form the Terms of Appointment. In the event of any conflict, the terms of the Letter will prevail. To instruct us to act, you must sign and return a copy of the Letter to record agreement to our fees,
costs, charges and Terms of Business. In these Terms of Appointment, any reference to “LREO”, “we”, ” our” or “us” is to London Real Estate Office Limited, and reference to “you” refers to the client to whom the Letter is addressed and references to the “Appointment” is to our appointment as your agent under the Terms of Appointment. In these terms the singular includes the plural and the masculine includes the feminine. Unless we hear from you to the contrary within seven days, we will take them to be acceptable and accepted and will proceed accordingly by commencing and carrying out our work.
During the first 12 weeks of our appointment, you agree to give London Real Estate Office Limited exclusivity, during which time you will not instruct another agent.
1.0 Our Responsibilities
1.1 Our role and responsibilities as agent are set out in the Letter.
1.2 We undertake to comply with the terms of the Estate Agents Act 1979, the Consumer Protection from Unfair Trading Regulations 2008
(CPRs), the Business Protection from Misleading Marketing Regulations (BPRs) and The Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 in so far as they relate to our appointment as agent.
2.1 Responsibility for payment of fees, costs & charges
The person or company identified in the Letter as the client is responsible for payment of our fees, costs and charges. If more than one party is to be responsible the Letter should be signed by all relevant parties and their liability will be joint and several.
2.2 Calculation of fees
2.2.1 We will act as your agents with sole selling rights, or jointly with another firm also with sole selling rights. This means you will be liable to pay us a sale fee (in addition to any other charges or costs which we have agreed with you) in the following circumstances (which are defined in The Estate Agents (Provision of Information) Regulations 1991):
(i) If unconditional contracts for the sale of the property are exchanged during the period during which we have sole selling rights, even if the purchaser was not found by us but by another agent or by any other person, including you;
(ii) if unconditional contracts for the sale of the property are exchanged after the expiry of the period during which we have sole selling rights but to a purchaser who was introduced to you during that period or with whom we had negotiations about the property during that period.
2.2.2 Our fees will be calculated by reference to the sale price. In the event of an exchange or part exchange the sale price or part thereof will be the value attributed to your property.
2.2.3 For the avoidance of doubt, the sale price includes any extra allowance for curtains, carpets, furniture, fixtures or other chattels, machinery, growing crops, livestock, tenant rights and all quotas and entitlements.
2.2.4 If the sale of the property is effected by way of a sale of a controlling interest in any company or other legal vehicle that directly or indirectly owns the property:
(i) a sale fee will still be payable to us. The circumstances in which you will be liable to pay us the fee, and the timing of payment, will be as described in clause 2.2.1 above and clause 2.4 below, as if references in those clauses to the exchange of contracts for the sale of the property were references instead to the conclusion of a binding contract for the sale of the relevant controlling interest;
(ii) the sale fee will ordinarily be calculated by reference to the sale price. However, if we reasonably consider that the nature of the transaction is such that the sale price in relation to that transaction does not accurately reflect the value of the property itself, then we reserve the right to calculate our fees by reference to the market value of the property.
2.2.5 Acting as a ‘joint sole selling agent’ means that you will be liable to pay remuneration to us, in addition to any other costs or charges agreed, if at any time unconditional contracts for the sale of the property are exchanged:
(i) with a purchaser introduced by us or the other joint sole selling agent during the period of our joint sole selling agency; or
(ii) with whom we had negotiations about the property during that period; or
(ii) with a purchaser who was not found by us or the other joint sole selling agent, but by another agent or by another person
including you during that period.
2.2.6 Sales fees do not include such professional work as formal valuations for third parties, building works, preparation and checking of inventories, work linked with legal, tax and fiscal matters, planning advice, structural surveys, specialist tests and other professional work. Such matters are subject to separate fee arrangements. These Terms of Appointment relate to agency business alone and we will not accept responsibility for any of the aforementioned.
2.2.7 From time to time we may pay commission to third parties who introduce new clients or new business to us. This may include an introduction made to you or in respect of business that we conclude for you. We pay commission out of revenue earned from the relevant introduction.
2.3.1 In addition to the sale fees, you are responsible for all agreed charges for marketing, the Energy Performance Certificate and other costs as set out in the Terms of Appointment.
2.3.2 Until we receive written authority to proceed and payment of the agreed charges and costs, we reserve the right not to proceed with the marketing of the property. Unless otherwise agreed, all such charges are payable immediately upon receipt of invoice.
2.3.3 In procuring such marketing services we will act as principal not as agent for you and we reserve the right to retain or share the benefits of any marketing or other discounts or commissions. We may make a charge for the preparation of brochures, plans, photography, placing of advertisements etc and the Energy Performance Certificate and this will be included in the price quoted to you.
2.4 Timing of payment
2.4.1 Successful completion – subject to clauses 2.1 to 2.3 above, our fee and any outstanding expenses are due on the exchange of unconditional contracts and payable on the date of completion of the sale.
2.4.2 Acceptance of the Terms of Appointment by you will constitute irrevocable authority to us to deduct (alternatively, to instruct your solicitors to deduct and pay to us) properly payable outstanding invoices, relating to the sale fee, out of the completion monies.
2.4.3 Failed completion – if following exchange of unconditional contracts, completion of the sale fails, any sale fee becomes due and payable on the date on which completion was due to take place or, if earlier, the date of notification of failed completion. You agree to instruct your solicitors to pay any properly payable outstanding invoices out of any deposit monies which are or become available in respect of the sale.
2.4.4 Delayed completion – if completion of the sale is delayed for more than three months after exchange of unconditional contracts, we reserve the right to invoice you for any properly payable sale fee three months after exchange of contracts. Any such fee will become payable on the date stated on the invoice.
2.4.5 We will be entitled to payment of our fees and other costs agreed if a ready willing and able purchaser is introduced to you by us in accordance with your instructions even if you subsequently withdraw or if exchange of contracts for the sale does not take place, irrespective of your reasons. A purchaser is ‘ready, willing and able’ if he is prepared and is able to exchange unconditional contracts for the purchase of your property. You will be liable to pay remuneration to us, in addition to any other costs or charges agreed, if such a purchaser is introduced by us in accordance with your instructions and this must be paid even if you subsequently withdraw or exchange of contracts for the sale does not take place, irrespective of your reasons.
2.5.1 All our fees, costs and charges are exclusive of Value Added Tax, which (where applicable) will be paid to us in addition to the sums due.
2.6 Interest and Recovery of Fees
2.6.1 Interest will be payable at 4% above Barclays Bank’s base rate on any invoice that remains unpaid for fourteen days after payment is due.
2.6.2 If we find it necessary to use solicitors or other parties to recover agreed fees, costs or charges, you agree to pay any reasonable costs incurred by us in this respect.
3.1 You or we may at any time terminate this agency appointment by giving not less than 28 days’ written notice. Notice by either side does not detract from our right to charge fees under clause 2.
4.0 Limitation of Liability
4.1 Neither party will be liable for any loss of profit (other than in respect of our fees, costs or charges), loss of business or goodwill, or for any special, indirect or consequential loss or damage suffered by the other (including as a result of an action brought by a third party), save that nothing in the Terms of Appointment will exclude or restrict any liability which either party may have for
(i) death or personal injury arising out of negligence
(ii) fraudulent misrepresentation or
(iii) any other liability which cannot be restricted by law.
4.2 We will not be liable for any loss as a result of your receipt of any information, data or communications supplied or sent by us electronically, where through no fault of our own the relevant information, data or communication has been corrupted or otherwise modified as a result of it being supplied or sent electronically. You will be responsible for ensuring that any materials you provide or send us by any electronic medium and/or by computer disc are, and remain, virus free.
4.3 Subject to clauses 4.1 and 4.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Appointment or otherwise under the Terms of Appointment, unless otherwise agreed in writing, shall be limited to the lower of (a) Five million pounds (£5,000,000); or (b) the sale price of the property (or, if a sale is not achieved, the highest price at which the property is marketed). Where we agree in writing to accept liability to more than one party, the limit on our liability in this clause will be shared between such parties (including you), and it is up to you and such parties to decide how our liability is to be apportioned.
5.1 During the term of the Appointment and for a period of six years thereafter, we will maintain in force, with a reputable insurance company, professional indemnity insurance in an amount not less that £5,000,000 and shall, on your request, produce confirmation from our insurance broker giving you details of cover and that the current year’s premium has been paid.
5.2 The provisions of 5.1 above shall survive termination of the Appointment, however arising.
6.1 The CPRs and BRPs
6.1.1 Under the CPRs and BPRs it is a criminal offence for an agent to make inaccurate or misleading statements about property whether in sale particulars, adverts, photographs or verbal statement. This includes making statements that might give the wrong impression about a property and includes omitting facts. You will be asked to verify certain information and must assist to the best of your
220.127.116.11 You will ensure that you advise us of all material facts relevant to us acting as agent and that all information provided by you and/or your professional advisers is and remains complete, accurate and not misleading, for example:
you will inform us of any unusual or onerous encumbrances, restrictions easements, outgoings or conditions attaching to the property;
18.104.22.168 you will inform us if the property does not comply with all relevant statutory requirements or if the property has not been constructed or is occupied in contravention of or is to be sold or let without valid planning permissions and building regulation and all other approvals required by regulation;
22.214.171.124 you will check all marketing materials and promptly notify us if any part of those materials is or becomes incomplete, inaccurate or misleading.
6.1.3 We will notify you as soon as reasonably possible if we become aware that any information provided by you is incomplete, inaccurate or misleading. You will be responsible for any additional costs incurred subsequently by us to ensure that the circulation of incomplete, inaccurate or misleading information is rectified, whether by the reissue of amended marketing materials or otherwise.
6.1.4 Sales particulars will be submitted to you in draft. You are required to check them carefully and return them, signed, to us signifying approval and confirming their accuracy to the best of your knowledge and belief, having made reasonable enquiries where necessary. It is important to ensure accuracy with regard to such matters as length of lease, service charge, boundaries, unusual covenants, room sizes, acreage, condition, planning consents, tenancies etc.
6.1.5 You agree to notify us immediately of any relevant changes which occur during the course of the sale process; in particular any changes which occur after approval of the sales particulars which may affect their accuracy.
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6.2 The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
6.2.1 We are obliged to identify our clients in accordance with The Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017. We are likely to request from you, and retain some information and documentation for these purposes and/or
make searches of appropriate databases electronically. For the avoidance of doubt, searches may also be conducted on Directors and
“beneficial owners” of the client as is required by the legislation. If satisfactory evidence of your identity is not provided within a reasonable
time, there may be circumstances in which we are not able to proceed with the instruction. Furthermore, under the Regulations, if the
property is owned by any form of corporate body (including trusts etc), the corporate body has a legal obligation to provide us with
information in order to allow us to identify the beneficial owner.
6.2.2 The provision of our services is a business in the regulated sector under the Proceeds of Crime Act 2002 and, as such, we are required to
comply with this legislation which includes provisions that may require us to make a money laundering disclosure in relation to information
we obtain as part of our normal work. It is not our practice to inform you when such a disclosure is made or the reasons for it because of
the restrictions imposed by the ‘tipping off provisions of the legislation.
6.3 Data protection
6.3.1 In the course of providing services to you, we may collect or receive personal information relating to you and (where the client is a company)
your employees, officers, and shareholders or (where the client is an individual) members of your family. We will use such personal
information for the purpose of providing services to you in accordance with our Appointment. We will also use personal information for
related purposes, such as updating our client records, carrying out identity checks in accordance with money laundering requirements (as
further set out above in clause 6.2.1) and carrying out credit checks. We may use third party data processors to carry out such activities on
our behalf. Data processors may be located in any part of the world. We will ensure that data processors take adequate steps to protect
your personal information.
6.3.2 Where we use your personal information to carry out credit checks and anti-fraud checks your details will be passed to credit reference or
fraud prevention agencies, who may keep a record of your information and the checks carried out.
6.3.3 If you provide personal information to us relating to another person, you must ensure that you are permitted to pass such information to us
and that the individual concerned is aware that you are passing their personal information to us.
6.3.4 We may contact you from time to time by email, post or telephone about products and services that we think may interest you. If you would
prefer not to receive such communications, please let us know by sending an email to firstname.lastname@example.org.
6.3.5 If you have any queries about how we use your personal information or if you would like to see a copy of our data protection policy please
contact the Company Secretary at 58 Acacia Road, St Johns Wood, London NW8 6AG.
6.4 Equality Act 2010
We are committed to promoting equality and diversity in all our dealings with clients suppliers third parties and employees and require that
you co-operate with this approach. If you would like to see a copy of our equality and diversity policy please contact the Company Secretary
at 58 Acacia Road, St Johns Wood, London NW8 6AG.
6.5.1 You shall comply at all times with all applicable laws, statutes and regulations, relating to anti-bribery and anti-corruption including but not
limited to the Bribery Act 2010.
7.0 Related services
7.1 It is possible that you and/or the purchaser of the property you are selling may wish to instruct us with regard to a property related service
and such services may be offered by us to you and/or the purchaser. The services might include:
(a) the sale or purchase of another property
(b) the rental of property
(c) provision of financial services through another member of our group of companies
(d) survey of property
(e) management of property
In such instances, we or our employees may earn some form of remuneration in relation to those services.
7.2 London Real Estate Office Limited is not authorised by the Financial Conduct Authority for insurance mediation activities.
8.0 Disclosable interest
8.1 The Estate Agents Act 1979 requires an agent to disclose promptly, both to you and a purchaser any connection that we or any of our
employees or associates may have with either party, whether directly or indirectly, or with any member of their respective families. Should
we become aware of any such interests, we will advise you promptly in writing. Should you be aware of any such connection with us you
must advise us in writing as soon as it becomes known.
9.0 Health and Safety
9.1 You are responsible for all health and safety, and environmental obligations in accordance with all relevant laws, enactments orders, codes
of practice and regulations in relation to our Appointment.
9.2 You must ensure that we are notified of and provided with all relevant information relating to risks to health and safety, and any
documentation and/or measures in place to manage those risks. This includes any relevant information to ensure that any viewings or visits
are conducted safely.
10.0 Unoccupied property
10.1 We are not responsible for the management, maintenance or repair of any property unless we have agreed to be. That agreement must
be recorded in writing and an additional fee will be payable. It is your responsibility to ensure that where property is unoccupied the
property is adequately secured, mains services are dealt with, water and heating systems professionally drained and insurance cover
put in place.
11.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business affairs, customers,
clients or suppliers of the other party except as permitted by clauses 11.2 and 11.3 below.
11.2 Each party may disclose the other party’s confidential information:
11.2.1 to its employees, officers, representatives, contractors, sub- contractors or advisers who need to know such information for the purposes
of carrying out the party’s obligations under this Terms of Appointment (“Permitted Recipients”). Each party shall ensure that its Permitted
Recipients comply with this clause 11; or
11.2.2 with the other party’s prior consent; or
11.2.3 as may be required by law, court order or any governmental or regulatory authority.
11.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under these Terms of
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11.4 The provisions of this clause shall survive any termination of this Appointment.
12.0 Use of lnformation
12.1 Subject to our confidentiality obligations under clause 11, information provided to us by you, or relating to our instructions may be published
or otherwise used by us for marketing purposes either before or after the expiry or termination of our appointment.
12.2 All advice and services produced for you (“Work”) is to be regarded as confidential to the party to whom it is addressed and is intended for
the use of that party only. Consequently, in accordance with current practice, no responsibility is accepted to any third party in respect of
the whole or any part of the Work. Before the Work, or any part of it is reproduced, our written approval as to the form and context of such
publication must be obtained.
13.0 Intellectual Property Rights
13.1 All Intellectual Property Rights and all other rights in all reports, drawings and accounts and other documentation created, prepared
or produced by us in relation to our Appointment shall be owned by us. Subject to 13.2 below, we license all such rights to you free of
charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable you to make reasonable use of such
reports, drawings and accounts and other documentation. If the Appointment terminates, this license shall automatically terminate.
13.2 You acknowledge that, where we do not own any pre-existing materials, your use of rights in pre-existing materials is conditional on
us obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle us to license such
rights to you.
14.0 Complaints procedure
14.1 We operate a formal procedure to deal with complaints from clients and others. Details of this procedure are available upon request
by emailing email@example.com.
14.2 For unresolved business to business complaints there are provisions for matters to be referred to mediation or arbitration as
appropriate. We are also members of the ‘Ombudsman Service: Property’ for the resolution of any consumer complaints that are not
satisfactorily resolved between the parties.
14.3 Your right to pursue any dispute through the courts is not affected by the option to resolve a dispute through the complaints procedure,
mediation or arbitration.
15.1 We may instruct sub-agents on your behalf where we consider such a step to be in your best interests and you give permission for this.
This will not involve you in any extra charge unless previously agreed with you.
16.1 You shall not be entitled to assign, sub-contract or otherwise dispose of any of your rights or obligations under these Terms of
Appointment without our prior written consent.
17.0 Order of Priority
17.1 The Letter and these Terms of Business are to be read together as a single document which make up the Terms of Appointment. In
the event of any conflict, the terms of the Letter will prevail.
18.0 Force Majeure and similar
18.1 We reserve the right to delay performance or to cancel the Appointment (without liability to you) and we will not be liable to you for
any delay in performing or failure to perform our obligations under the Terms of Appointment if we are prevented from or delayed in
the carrying on of our business due to circumstances beyond our reasonable control including, without limitation, acts of God,
governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic,
lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce) or your default provided that, if the event
in question continues for a continuous period in excess of 10 days, you shall be entitled to give notice in writing to us to terminate the
19.1 If any provision of the Terms of Appointment (or party of any provision) is found by any court or other authority of competent
jurisdiction to be or becomes invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed
not to form part of the Terms of Appointment, and the validity and enforceability of the other provisions of the Terms of Appointment
shall not be affected. If a provision of these Terms of Appointment (or part of any provision) is found illegal, invalid or unenforceable,
the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
20.0 Entire Agreement
20.1 The Terms of Appointment constitute the entire agreement and understanding of the parties as to the subject matter of the Terms of
Appointment. They supersede any prior agreement or understandings between the parties and no variation of the Terms of
Appointment will be binding unless agreed in writing.
21.0 Applicable law and jurisdiction
21.1 These Terms of Appointment and any dispute or claim, including a dispute or claim of a non-contractual nature, arising under or in
connection with these Terms of Appointment shall be governed by and construed in accordance with the law of England and Wales.
21.1 The parties to these Terms of Appointment irrevocably agree that, subject as provided below, the courts of England and Wales shall
have exclusive jurisdiction over any dispute or claim arising under or in connection with these Terms of Appointment. Nothing in this
clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of
proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or
not, to the extent permitted by the law of such other jurisdiction.
22.0 Provision of Services Regulations
22.1 Under the Provision of Service Regulations 2009, we are required to make certain information available to customers to whom we
are providing services. This information can be found at www.lreo.co.uk