TERMS & CONDITIONS FOR AGENCY ACQUISITION &DISPOSAL SERVICES

1 DEFINITIONS AND INTERPRETATION

In these Terms of Engagement:

1.1 “AML Rules” means the guidance, laws, regulations and responsibilities imposed on TTG contained or referred to in the HMRC Guidance on Anti Money Laundering Supervision for Estate Agency Businesses as the same is updated from time to time together with all policies and procedures in relation thereto crafted and implemented by TTG from time to time;

1.2 “the Client” means the person(s) to whom the Letter of Engagement is addressed and the person(s) to whom the Services are provided;

1.3 “the Fee” means the fees payable by the Client in accordance with the Letter of Engagement in consideration of TTG carrying the Services;

1.4 “Letter of Engagement” means the letter which accompanies these Terms of Engagement which has been or will be sent to the Client by TTG and which sets out details of the Client, Services, Property and Fee and such other terms and conditions relating to the Services as may be appropriate;

1.5 “the Property” means the location, site or building(s) which is the subject of the Services and where the context so admits shall include all properties identified in the Letter of Engagement;

1.6 “the Report” means any document, report, drawing specification, valuation, calculation or form or table which is written, produced or created by TTG in the course of carrying out the Services;

1.7 “the Services” means the services to be provided by TTG as the same are more particularly set out in the Letter of Engagement which shall comprise solely Estate Agency Work (“Estate Agency Work”) as defined in Section 1 of the Estate Agents Act 1979 and shall in no circumstances extend to advice involving building surveying, construction services, dispute resolution or valuation services;

1.8 “Terms of Engagement” means this document together with the Letter of Engagement as well as the Privacy Notice and all other terms and conditions contained and referred to on the TTG website as the same may be from time to time found at: https://www.ttg-partners.com/

1.9 “TTG” means T T & G Partners LLP, a limited liability partnership registered in England and Wales under Company Number OC427197 with its registered office at 41-43 Maddox Street, London, W1S 2PD. Our VAT registration number is GB 605 9819 18.

1.10 If there is any inconsistency or contradiction between the Letter of Engagement and these Terms of Engagement, then the provisions of the Letter of Engagement shall prevail;

1.11 From time to time it may be necessary to amend or replace these Terms of Engagement by new terms. Where this is the case, TTG will notify the Client in writing of the changes and, unless we are notified by the Client in writing to the contrary within 7 days after such notification, the amendments or new terms will come into effect from the end of that period;

1.12 As an English Limited Liability Partnership, TTG is a body corporate and as such has “members” and not “partners”. However, it is more usual for senior professionals to refer to themselves as “partners” and in common with other professional firms our members have decided to retain the traditional title of “partner”. Therefore, where we refer in these Terms of Engagement or otherwise to a person being a “partner” that title refers to either a member or a senior employee of TTG;

1.13 These Terms of Engagement apply generically to Acquisitions and Disposals. In the event that the Services to be provided by TTG pursuant to the Letter of Engagement relate to:

1.13.1 an acquisition, then paragraph 12 of these Terms of Engagement shall apply; and/or

1.13.2 a disposal, then paragraphs 13, 15, 16 and 17 of these Terms of Engagement shall apply

and such paragraphs will not apply as the case may be to non-relevant transactions.

2 APPOINTMENT AND LIABILITY

2.1 The Client has appointed TTG to undertake the Services and TTG agrees to accept the appointment and provide the Services in accordance with the Letter of Engagement and the Terms of Engagement;

2.2 TTG shall provide the Services with all reasonable professional skill and care expected of a professional estate agent conducting Estate Agency Work but not further or otherwise;

2.3 The liability of TTG for its own acts and omissions whether in contract or in tort or otherwise for any loss, injury or damage sustained shall be limited in each of the following respects:

2.3.1 TTG shall not in any event be liable for more than TTG’s just and equitable proportionate share of the loss, injury or damage assuming that all other professionals / consultants / specialists (either directly or sub-appointed) who are responsible are equally obliged to exercise reasonable professional skill and care and that they have been appointed on terms no less onerous and shall be deemed to have paid to the Client their just and equitable proportionate share of the liability;

2.3.2 TTG shall not in any event be liable unless proceedings by way of court action or arbitration or alternative dispute resolution have been commenced within six years from completion of the Services;

2.3.3 subject to paragraph 2.5, the maximum liability of TTG shall be limited to £5million in total for all claims arising in connection with the Services;

2.3.4 no liability shall attach to TTG either in contract or in tort or otherwise for loss, injury or damage sustained as a result of any defect in any material or the act, omission or insolvency of any party other than TTG and TTG shall not be liable to indemnify the Client in respect of any claim made against the Client for any such loss, injury or damage;

2.4 The Client will not be entitled to recover, and hereby disclaims and waives any right that it may otherwise have to recover loss profit or revenues or indirect or consequential loss or damage as a result of any breach (including without limitation, negligence) by TTG of its obligations in respect of the Services;

2.5 Nothing in these Terms of Engagement shall exclude or restrict TTG’s liability:

2.5.1 for death or personal injury resulting from TTG’s negligence; or

2.5.2 for fraud, illegal or unlawful acts.

2.6 The duties and responsibilities owed to the Client in respect of the Services are solely and exclusively those of TTG and no employee or partner of TTG (whether or not a member of the firm) shall owe the Client any personal duty of care or be liable to the Client for any loss or damage howsoever arising as a consequence of the acts or omission of such employee or partner (including any negligent acts or omissions) save and to the extent that such loss or damage is caused by the fraud, dishonesty, wilful misconduct or unauthorised conduct on the part of such employee or partner). The terms of this paragraph will not limit or exclude the liability of TTG for the acts or omissions of its employee or partners;

2.7 If at any time any provisions contained in these Terms of Engagement is or becomes illegal, invalid or unenforceable in any respect, it will not affect or impair the legality, validity or enforceability of any other provision contained in these Terms of Engagement.

3 AML RULES

3.1 The Client acknowledges that TTG is obliged to comply with the AML Rules, including without limitation, to identify all legal persons comprising the Client and any transaction counterparty, their officers and beneficial owners and agrees to fully comply as expeditiously as possible with all proper requests made by TTG and its advisors in relation to the provision of documentation and information thereto;

3.2 TTG will use all reasonable endeavours as expeditiously as possible following the commencement of the Services to inform the Client of all its requirements to discharge the AML Rules in relation to the Services;

3.3 Having regard to the AML Rules, it is our policy not to accept cash. This policy also applies to cash paid direct into our bank account. Where such an event takes place, we reserve the right to charge for any additional checks we deem necessary regarding the source of the funds. If we receive money from you which needs to be returned, we reserve the right to return the monies to the same account from which it came.

4 PAYMENT OF PROFESSIONAL FEES

4.1 The Client undertakes to pay the Fee to TTG for the performance of the Services in accordance with these Terms of Engagement and at the rate set out in the Letter of Engagement (and any specific stage payment schedules) to include any Fee relevant to deferred or unascertained consideration relating to a property;

4.2 TTG shall issue an invoice for the Services (or part thereof) and this will be payable by the Client within 28 days of the date of issue of the invoice;

4.3 TTG reserves the right to charge the Client interest (both before and after any Judgement) on any unpaid invoices at the rate of 3% per annum above the base rate for the time being at Barclays Bank plc from the date which is 28 days after the date of the invoice until payment is made, or, at the sole election of TTG, interest due under the Late Payment of Commercial Debts (Interest) Act 1998;

4.4 Where the fee is subject to the addition of expenses and disbursements these shall be payable by the Client as invoiced and at the rates indicated by TTG;

4.5 The Fee shall be subject to the addition of Value Added Tax applicable at the time of the invoice.

5 COMMENCEMENT AND TERMINATION

5.1 The commencement of Services will be with effect from the date set out in the Letter of Engagement;

5.2 Either the Client or TTG may terminate the TTG appointment by giving 28 days’ notice in writing to the other party or immediately in the event of either party having a receiver, administrative receiver or administrator appointed over all or any part of its assets or undertaking or if either party passes a resolution to wind up or has a liquidator appointed or, in the case of an individual, is adjudged bankrupt;

5.3 In the event that TTG believe in its proper opinion that the Client and/or any transaction counterparty has not discharged its obligation to comply with the AML Rules in accordance with paragraph 3.2 above prior to exchange of any agreement relating to a relevant transaction, then TTG reserve the right to forthwith terminate the Services.

5.4 In the event of termination of instructions for whatever reason, the Client shall remain liable to pay all fees due to TTG subject to receipt of a proper tax invoice;

5.5 The termination of instruction under these Terms of Engagement will not affect the rights of either party that have accrued to the date of termination.

6 COPYRIGHT

6.1 The copyright in any report (“Report”) and other documents produced by TTG in connection with the Services (the “Proprietary Material”) shall remain vested in TTG, but the Client shall have an irrevocable royalty-free and non-exclusive licence to copy and use such Report and/or Proprietary Material for any purpose related to the Services, including, but without limitation, the construction, reconstruction, completion, maintenance, letting, promotion, management, sale, advertisement, reinstatement, repair, alteration, modification, extension and use of the Property.

6.2 Such licence shall carry the right to grant sub-licences in relation to Proprietary Material and this licence and such sub-licences shall be transferable to third parties save that any sub licensees and third party shall not be entitled to any right of action against TTG and such Proprietary Material shall be for information purposes only.

7 CONFIDENTIALITY, COMMUNICATING AND REPORTING

7.1 The Report and Services provided to the Client will be treated by TTG in confidence and TTG will take reasonable steps to keep such matters confidential as may be required by the Client in writing save for such information which:

7.1.1 is now or hereafter becomes available in the public domain other than through the fault of TTG or any of its partners, employees sub-contractors or advisers;

7.1.2 is already or becomes known to TTG or any of its partners, employees, sub-contracts or advisors at the time of its disclosure;

7.1.3 is required by law by any court of competent jurisdiction, or by a governmental or regulatory authority, or where there is a legal and/or regulatory duty or requirement to disclose.

7.2 Unless you tell us otherwise, we will assume that you are happy for us to communicate by email, even though we cannot guarantee that it is completely secure or confidential. We do not routinely encrypt emails and we do not record or monitor telephone calls.

7.3 We do not accept responsibility or liability for any loss or damage which may arise through your use of a cloud storage solution. We have no control over websites operated by third parties and therefore we cannot be responsible for the privacy, protection or access to any information you have provided to the cloud solution. You should exercise caution and ensure any information provided is protected.

7.4 Please read the Privacy Notice on our website, which forms part of these Terms of Engagement. The Privacy Notice complies with the EU General Data Protection Regulation and the Data Protection Act 2018. Please read it carefully as it contains details of:

• how we collect your personal data,
• types of personal data we process about you,
• how and why we use your personal data,
• others who may receive or have access to your personal data,
• our data retention and storage policies,
• your rights,
• the security we put in place to protect your personal data, and
• marketing, communications and “cookies”.

8 THIRD PARTY

8.1 The Report is supplied to the Client for the strict and limited purpose as intended and all information within the Report may only be used by the Client. No liability whatsoever is offered to any third party without the express written consent of TTG;

8.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms of Engagement.

9 ASSIGNMENT

Neither party may assign any of their respective rights or obligations under the Terms of Engagement to any third party without the prior written consent of the other party.

10 GOVERNING LAW

The Terms of Engagement shall be governed by and construed and interpreted in accordance with the law of England and Wales and the parties agree that all matters arising out of or in connection with these Terms of Engagement shall be determined by the High Court of Justice in England and the parties hereby submit to the exclusive jurisdiction of that Court for such purposes.

11 COMPLAINTS PROCEDURE

TTG has a formal complaints procedure in accordance with the requirements of the Royal Institution of Chartered Surveyors. A copy is available upon request to TTG.

12 ACQUISITIONS

12.1 In the event that TTG are appointed in the Letter of Engagement as “Sole/Joint Sole Acquisition Agents”, this means the Client will be liable to pay remuneration to TTG, in addition to any other costs or charges agreed, in each of the following circumstances:

12.1.1 If unconditional contracts for the acquisition of the Property (or conditional contracts that subsequently become unconditional) are exchanged in the period during which TTG has sole acquisition rights, even if the property was not found by TTG but by another agent or by any other person, including the Client;

12.1.2 If unconditional contracts for the acquisition of the Property (or conditional contracts that subsequently become unconditional) are exchanged after the expiry of the period during which TTG has sole acquisition rights in a property that was introduced to the Client during that period by TTG or another agent or by any other person, including by way of the Client’s own actions, or with whom TTG had negotiations about the Property during that period;

12.2 In the event of TTG’s instructions being terminated by the Client for any reason whatsoever pursuant to paragraph 5.2 above, the Client will be liable to pay a remuneration to TTG equal to the fee to which TTG would have been entitled to as if the anticipated transaction had proceeded so as to render the Client liable to pay the full remuneration in addition to any costs or charges.

13 DISPOSALS

13.1 In the event that TTG are appointed in the Letter of Engagement as “Sole/Joint Sole Selling Rights”, this means the Client will be liable to pay remuneration to TTG, in addition to any other costs or charges agreed, in each of the following circumstances:-

13.1.1 If unconditional contracts for the sale of the Property (or conditional contracts that subsequently become unconditional) are exchanged in the period during which TTG has sole selling rights, even if the purchaser was not found by TTG but by another agent or by any other person, including the Client;

13.1.2 If unconditional contracts for the sale of the Property (or conditional contracts that subsequently become unconditional) are exchanged after the expiry of the period during which TTG has sole selling rights but to a purchaser who was introduced to the Client during that period by TTG or another agent or by any other person, including by way of the Client’s own actions, or with whom TTG had negotiations about the Property during that period;

13.2 In the event that occupation of the Property takes place by a prospective purchaser prior to the prospective purchaser entering into any agreement to purchase the Property 50% of the fee to which TTG would have been entitled to as if the anticipated transaction had proceeded so as to render the Client liable to pay the full remuneration will be due and payable by the Client on completion of the sale or 3 months from occupation, whichever is the earlier;

13.3 Where TTG are instructed and/or effect a pre-sale such as in the case of a conditional contract for sale or in any other circumstances where completion is delayed or is to be delayed for more than one month following exchange 50% of the fee to which TTG would have been entitled to if the anticipated transaction had proceeded so as to render the Client liable to pay the full remuneration will be due and payable by the Client on exchange of contracts for sale and the balance will be due and payable by the Client on completion of the sale or on the prospective purchaser or tenant taking occupation of the Property, or on the completion of any building works under the terms of any sale or other agreement, whichever is the earlier;

13.4 The Client confirms that as at the date of the Letter of Engagement there is no prospective purchaser from any source who has expressed an interest in acquiring the Property;

13.5 Where TTG is instructed (whether expressly or implied) to dispose of a property belonging to the Client’s subsidiary or associate or another company within the same group or in any partnership or joint venture or association with the Client (the “Associated Party”), or if any such property is disposed of by an Associated Party, the Client will nevertheless be liable to pay any fees and expenses due to TTG;

13.6 In the event of TTG’s instructions being terminated by the Client for any reason whatsoever pursuant to paragraph 5.2 above, the Client will be liable to pay a remuneration to TTG equal to the fee to which TTG would have been entitled to as if the anticipated transaction had proceeded so as to render the Client liable to pay the full remuneration in addition to any costs or charges provided for if a ready, willing and able purchaser is introduced by TTG in accordance with the Client’s instructions before the termination of the appointment including the period before the expiry of any period whilst TTG are under notice of the Client’s desire to terminate the appointment. A purchaser is a “ready, willing and able” purchaser if he is prepared and is able to exchange unconditional contracts (or conditional contracts that subsequently become unconditional) for the purchase of the Property. The Client will be liable to pay remuneration to TTG, in additional to any other costs or charges agreed, if such a purchaser/tenant is introduced by TTG in accordance with the Client’s instructions and this must be paid even if the Client subsequently withdraws and unconditional contracts for sale of the Property are not exchanged, irrespective of the Client’s reasons;

13.7 In the event of TTG’s instructions being terminated by the Client for any reason whatsoever pursuant to paragraph 5.2 above, before the expiry of 6 months from the date of the Letter of Engagement, TTG shall be entitled to charge the Client an abortive fee calculated on a time cost basis, or, at the sole election of TTG a fee equivalent to 50% of the Fee to which would have been entitled to as if the anticipated transaction had proceeded so as to render the Client liable to pay the full remuneration in addition to any other costs or charges provided for in these Terms of Engagement.

14 ADDITIONAL CHARGES

14.1 In addition to the Fee, the Client shall pay to TTG:

14.1.1 All agreed marketing expenses, in advance, which are to be incurred in accordance with the Client’s instructions;

14.1.2 Value Added Tax where applicable on all other amounts due from the Client to TTG;

14.1.3 All reasonable out of pocket expenses incurred by TTG in carrying out the instruction as set out in the Letter of Engagement. Such out of pocket expenses shall be payable by the Client whether or not the anticipated transaction which is the subject of the Client’s instruction is completed. TTG will be entitled to bill out of pocket expenses on a monthly basis.

15 MARKETING

15.1 TTG will provide estimates of all marketing costs for which the Client will be liable and will obtain confirmation from the Client before incurring such expenditure;

15.2 TTG will be entitled to receive and retain the usual commissions and discounts on any orders for goods and services placed on the Client’s behalf;

15.3 Accounts for marketing costs may be submitted at the same time as such are incurred but usually within 28 days;

15.4 As part of TTG’s marketing services, TTG may offer, without obligation, estate agency or professional services to any prospective purchaser or lessee including TTG’s services regarding the sale or letting of a prospective purchasers or tenant’s existing property.

16 CLIENT’S WARRANTY AND INDEMNITY

16.1 The Property Misdescription Act 1991 makes it an offence to make a false or misleading statement about a property in certain circumstances and the Client undertakes to TTG to check and verify, in so far as is reasonable for the Client to do so, all marketing materials sent to the Client for approval and to notify TTG without delay of any matter contained therein that is or thereafter becomes inaccurate or misleading;

16.2 The Client hereby represents and undertakes to TTG that all information provided by the Client and/or its professional advisors regarding the Property is complete and accurate, not false and misleading and that there are no other material facts known to the Client relating to the Property which may be relevant to TTG in carrying out its instructions;

16.3 The Client hereby undertakes to indemnify TTG and to keep TTG indemnified against all actions, losses, damages, costs and expenses, including legal fees and disbursements on a solicitor and own Clients basis, arising out of or by virtue of the Client’s instructions to TTG and including all losses arising from the Client’s failure to provide or check information given to TTG or information otherwise verified by the Client, as referred to in paragraph 16.1 above, other than any losses, damages, costs and expenses arising by virtue of the default or negligence of TTG.

17 LIMITATION

17.1 Unless otherwise agreed between the Client and TTG, TTG shall further be entitled to assume that:

17.1.1 information provided as to ownership of the Property is complete and correct, and that there are no encumbrances or unduly onerous or unusual easements, covenants, restrictions, outgoings or conditions attached to the Property which may affect the marketability of the Property (save that which are specifically notified to TTG in writing by or on behalf of the Client);

17.1.2 the Property complies with all relevant statutory requirements (including but not limited to byelaws, fire and health and safety at work regulations);

17.1.3 the Property has been constructed and is occupied in accordance with the valid planning and building regulations approval; and

17.1.4 the Property is not contaminated.

17.2 Unless otherwise agreed with the Client, TTG shall not be responsible for making any structural survey or physical inspection of the Property nor for testing any services to the Property or for investigating the possibility of the existence of contamination nor for instigating local search or other enquiries of local or any other authorities or investigation of the title regarding the Property which will be the Client’s sole responsibility;

17.3 Unless otherwise agreed with the Client, TTG shall have no management role or responsibility in relation to the Property which shall be the sole responsibility of the Client. In particular the Client shall be responsible for making such security arrangements for the Property as the Client shall deem appropriate. If specifically instructed in writing by the Client, TTG may be able to organise security and management of the Property but without obligation to do so;

17.4 Any information provided by TTG regarding a potential asking price or rent does not represent a formal or accurate opinion of value and may not be relied upon by the Client or any other party as an indication of the valuation of the Property;

17.5 The Estate Agents Act 1979 requires TTG to inform any prospective purchaser of any connected business, or family relationship which the Client may have with TTG, any of TTG’s employees, or any associated company. TTG will undertake independent checks, but the Client is required to inform TTG in writing immediately if the Client is aware that any such relationship exists;

17.6 Unless otherwise agreed in writing between the Client and TTG, title deeds and other legal documents will not be read by TTG. In any even any advice, approval or representation made by TTG or any person on behalf of TTG regarding the legal meaning or effect of any title deeds or other legal documents (draft or final version) will not be relied on by the Client and such advice will be limited to estate agency matters and will not constitute advice regarding legal interpretation or drafting issues which will at all times remain a matter for the Client’s solicitor whether or not any advice, approval or representation is given by TTG;

17.7 TTG will not be liable for any acts or defaults committed by any other agent where TTG is instructed on a joint agency basis;

17.8 If TTG holds keys to the Property, TTG may loan these to prospective purchaser or tenants (unless the Client instructs TTG in writing to the contrary), and while TTG will exercise reasonable care when loaning keys, TTG has no liability arising from the actions of any third parties;

17.9 The Client will be precluded from bringing any claim in connection with services TTG provide against our Partners and employees personally.