Property Management Terms & Conditions

These terms and conditions apply when you ask us to provide property management services, potentially including services in respect of Homes of Multiple Occupation. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these Conditions.

Agency: Purseglove Property Limited is a private limited company (Company No. 12162375) and a member of the UK Association of Letting Agents and Property Redress Scheme

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges in addition to the Management Fee payable by the Client necessary for the management of the Property by the Agency performing the Management Services and calculated in accordance with clause 6.

Client: the person or firm who purchases Management Services from the Agency.

Client Default: has the meaning set out in clause 2.

Commencement Date: has the meaning given in clause 2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 5.

Contract: the contract between the Agency and the Client for the supply of Maintenance Services in accordance with these Conditions.

Data Protection Legislation: All applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

HMO: House in Multiple Occupation.

HMO Licence: a licence issued under the Management of Houses in Multiple Occupation (England) Regulations 2006.

Management Fee: the fee payable by the Client to the Agency for the Management Services as detailed in clause 6.

Management Services: the property management services, or advice in respect of property management, supplied by the Agency to the Client as set out in the Order.

Order: the Client’s order for Services agreed between the parties by email or verbally, or as set out in the Agency’s order form which is either in an electronic or paper form.

Permitted Recipients: the parties to the Contract, the employees of each party and any third parties engaged to perform obligations in connection with the Contract.

Property/Properties: the property or premises listed in the Order for which the Agent will provide the Management Services.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1.2 Interpretation:

(a) reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Client to purchase Property Management Services in accordance with these Conditions. The Order may set out other services that the Client may purchase from the Agency, and the Client acknowledges that:

(a) where they purchase services in respect of management of property refurbishment, conversion and furnishing from the Agency, the Purseglove Project Management Terms and Conditions shall apply; and

(b) where they require the Agency to source a property or properties for them, the Purseglove Property Sourcing Terms and Conditions shall apply.

2.2 The Order shall only be deemed to be accepted when the Agency issues written acceptance of the Order at which point and on which date the Contract shall come into existence (the Commencement Date).

2.3 Any descriptive matter or advertising issued by the Agency, and any descriptions or illustrations contained on the Agency’s website, are issued or published for the sole purpose of giving an approximate idea of the Project Management Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by the Agency shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. SUPPLY OF SERVICES

3.1 The Agency shall supply the Property Management Services to the Client in accordance with the Contract in all material respects, and shall use reasonable care and skill in providing the Property Management Services.

3.2 Where the Agency is to manage a Property or Properties on behalf of the Client, the Client appoints the Agency, and the Agency hereby accepts such an appointment, as agent to manage the Property listed in the Order upon these Conditions.

3.3 The Agency shall use all reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence for performance of the Management Services.

3.4 The Agency reserves the right to amend the Conditions if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Management Services, and the Agency shall notify the Client in any such event.

3.5 The Agency warrants to the Client that the Management Services will be provided using reasonable care and skill.

3.6 On handover of the Property, the Agency will carry out an inspection of the Property in order to highlight any issues which may prevent the Property being let. If any issues are highlighted in the report, it is the responsibility of the Client to address all issues prior to the Property being marketed. If the Client requires the Agency to facilitate works in order to prepare the Property for being let, the scope of this work will not be included as part of the Management Fee. A separate quotation will be provided for this work.

3.7 As well as formal mid-term inspections of the Property, the Agency will carry out informal inspections at its discretion. It is not the intention to check every item of the inventory at during an informal inspection; the inspection is concerned with verifying the good order of the tenancy (i.e. Property being used in a ‘tenant-like’ manner) and the general condition of the Property. An information inspection would normally include inspecting the main items within the Property (including but not limited to the carpets, walls, cooker, and main living areas). Where these are, in the opinion of the Agency, unsatisfactory, the next formal inspection of the relevant Property will be brought forward. Any deficiencies or dilapidations which fall beyond the tenant’s responsibility shall be submitted to the Client for approval, together with any costs. Judgement of any claims brought against a deposit or insurance policy will be made by the relevant authority and inventories will be used to decide whether a claim is required. It is agreed that the Agency’s judgement will be used to determine whether a formal inspection needs to be brought forward and whether there are grounds for a claim to be made.

MAINTENANCE & REPAIRS

3.8 Unless otherwise agreed in writing, subject to a retained maximum expenditure limit of £250.00 per issue per month, the Agency will administer and the Client hereby authorises the Agency to carry out any miscellaneous maintenance work that needs to be carried out on the Property, including where there is a HMO licence. All disbursements will be reflected the Client’s monthly statement with reference to the original invoice.

3.9 “Retained maximum expenditure limit” shall mean that the Agency has authority to spend up to this amount on reasonable improvements or repairs, without prior reference to the Client, including where there is a HMO licence. For expenditure in excess of the Retained maximum Expenditure Limit, the Agency will request authorisation in advance. It is agreed that in an emergency or for reasons of contractual or legal necessity the Agency may reasonably exceed the Retained maximum Expenditure Limit, where reasonable endeavours have been made to contact the Client. In emergency situations where there is a risk to tenants health, wellbeing or where there is a risk to the Client of being in breach of any contractual obligation or the Housing Act 2004, the retained maximum expenditure limit may be reasonably exceeded without prior discussion with the Client.

3.10 Any works requested by the Client which are deemed by the Agency to be outside the remits of ongoing maintenance, may be subject to an additional fee equivalent to 10% of the invoiced total (plus VAT) if facilitated by the Agency. In this case, contractors will be selected from the Agency’s trusted network in order to carry out the agreed work. Where the Client instructs their own contractors, access to the Property must be in line with these Conditions and all liaison with contractors is the responsibility of the Client. The additional 10% fee will apply to any contractor that is selected to carry out the work.

3.11 The Agency uses a network of competent tradesmen with pricing deemed to be reasonable by the Agency, but is unable to personally guarantee the standard of workmanship or any liability arising thereof, although the Client retains the right to pursue any claim against appointed tradesmen for substandard work.

3.12 By law, it is necessary to carry out routine inspections and servicing on various aspects of the Property, including but not limited to, gas central heating, electrical safety and fire systems. The Agency will carry out such inspections on the Client’s behalf and administer the necessary inspection and maintenance records. The costs involved will be debited from the Client’s rental account as a disbursement.

3.13 Unless instructed otherwise (in writing), the Client agrees that any maintenance, repair work or compliance work will be carried out by tradesmen appointed by the Agency or engaged by the Agency themselves.

3.14 Where the Client’s main residence is overseas, they may be subject to the Non Resident Landlord Scheme (the NRLS). It is the responsibility of the Client to determine whether they are subject to the NRLS and comply with the scheme accordingly. The Agency will make the necessary deductions as is required by the scheme unless a valid exemption certificate is provided by the Client.

3.15 The Agency will keep on file all invoices relating to works carried out and reference to the specific invoice will be made on the monthly statement provided to the Client. The monthly statement is satisfactory for reporting expenses to HMRC with respect to tax returns and individual invoices will not be routinely provided. If specific invoices are required for purposes of tax investigation, the Agency will facilitate this and the work involved will be subject to an administration fee based on a day rate of £250 plus VAT per day or part thereof, subject to a half day minimum.

3.16 Once a tenancy has commenced on a Property, access by the Client or persons nominated by the Client will be arranged strictly via the Agency. It is a requirement of an assured shorthold tenancy agreement to provide at least 24 hours’ notice when access is required. Although there are no legal requirements to provide notice to access the communal areas of an HMO, it does disturb their right to quiet enjoyment, therefore, the Client agrees that 24 hours’ notice will be provided to the Agency in all cases along with a reasonable appointment window of no more than two hours.

3.17 The Client should be aware that where a Property is empty, let as holiday accommodation, or let as a HMO, responsibility for payment of council tax and utilities lies with the owner of the Property.

CCTV & SMART HOME DEVICES

3.18 Where CCTV (including video door bells) is fitted to a Property, it is the Client’s responsibility to ensure that all guidelines issued by the Information Commissioner Office are being followed. CCTV must be operated proportionately, transparently and fairly without compromising the tenants right to quiet enjoyment. Any Subject Access Requests will be the responsibility of the Client, unless agreed otherwise in writing. Providing Subject Access Requests on the Client’s behalf does not fall within the management fee and will be quoted separately.

3.19 From 20 March 2020, Under the Homes (Fitness for Human Habitation) Act 2018 (H(FHH)A 2018) all residential tenancies in England are now required to be fit for human habitation. This legislation includes minimum habitable temperatures and the ability for tenants to be able to have control over heating in their personal space.

3.20 Where smart devices or remote control devices are installed at the Property to control lighting, central heating or hot water, the Client agrees that the Agency will maintain control of such devices whilst the Management Services are being performed.

3.21 The Management Services shall include the preparation of the appropriate tenancy or lease agreement in respect of each Property in the Agency’s standard form(s). It is agreed that the Agency will sign the agreement(s) as agent and on behalf of the Client.

3.22 It is agreed that any instructions from the Client to the Agency regarding termination, proceedings, repairs, payment details or any other significant details regarding management of the above property be confirmed to the Agency via email at the following address: hello@purseglove.co.uk.

3.23 The Agency will require a set of keys which will be securely held by the Agency and made available to carefully vetted contractors when required. This will also facilitate property inspections and allow the Agency to gain access to the Property if there is an emergency and the tenant is not available, including where there is a HMO licence in place.

3.24 The Agency will work with the Client in order to facilitate access for surveys and valuations taking place at the Property. This will include notifying tenants of access requirements and ensuring keys are made available either via key safe or in person at the time of the appointment. If the Client requires the Agency to escort the surveyor around the property and liaise with them via email or telephone afterwards to provide further information in support of a valuation, this will be charged separately based on our day rate of £250 (+ VAT) or part thereof (subject to ½ day minimum).

3.25 Should a situation arise where the Agency considers the welfare of the tenants is put at risk, the acceptance of the Conditions gives the Agency permission to take whatever action they deem is necessary to ensure tenants safety and minimise the legal and future financial risks to both the Agency and Client.

4. HMO LICENCES

4.1 The parties acknowledge that the Management of Houses in Multiple Occupation (England) Regulations 2006 (the Regulations) may apply to the Property, and a HMO Licence may be required under the Regulations.

4.2 The Client acknowledges that a HMO Licence is mandatory if:

(a) the Property is occupied by five or more people, forming two or more households;

(b) the tenants of the Property share amenities including (but not limited to) a kitchen and bathroom; and

4.3 If a Client is based overseas and a HMO Licence is required for any Property, the Agency may hold the HMO Licence on behalf of the Client as part of the Order. By virtue of holding the HMO Licence, the Agency will have full management control of the Property.

4.4 The Client acknowledges that:

(a) a separate HMO Licence is needed for each Property that falls within the definition of being an HMO;

(b) if they wish to change agents in respect of an HMO, they will have to apply for a new HMO Licence as HMO Licences cannot be transferred from one entity to another.

4.5 In respect of each HMO, the Client shall:

(a) pay the Agency the necessary fee for obtaining the HMO Licence as determined by the relevant authority;

(b) pay the Agency a fee for obtaining the HMO Licence. Such fee will be detailed in the Order;

(c) provide such necessary documentation required to apply for each HMO Licence. The Client acknowledges that a licence cannot be obtained unless the documents have been received;

(d) take full legal liability for compliance with any HMO Licence conditions or receiving statutory notices, as notified by the Agency; and

(e) notify the Agency in advance of any expiry of an HMO Licence of its intention if it wishes to renew such HMO Licence.

(f) authorise the Agency to carry out any necessary works required by the Local Authority within appropriate timescales at the cost of the Client.

4.6 The Regulations state that the manager of an HMO must keep the common parts of the HMO in good and clean decorative repair. It also states that these areas are to be kept reasonably clear of obstruction. Failure to comply with these requirements can result in prosecution.

4.7 The Client will be invoiced for all expenditure that the Agency deems reasonable in relation to the HMO Licence.

4.8 In order to comply with these requirements, the Agency provides a housekeeping service for all Properties that are HMOs, the frequency of which is determined by the number of occupants. Up to six bedrooms will require monthly cleaning and seven or more bedrooms will require bi-weekly cleaning for 2 hours per visit unless otherwise instructed. The purpose of this routine housekeeping is to maintain communal areas. Details of the housekeeping, including the relevant Charges, shall be set out in the Order. The relevant Charges may be changed by the Agency due to national wage increases or other legislative changes.

4.9 The cleaning charge will be reflected in your monthly statement. In circumstances where additional cleaning is required following maintenance works, breach of the booking agreement by the guests or routine deep cleaning to keep the property competitive, the cost will be deducted from the income and reflected in the monthly statement. All cleaning charges are subject to VAT.

5. CLIENT’S OBLIGATIONS

5.1 The Client shall:

(a) ensure that the terms of the Order, including details of the Property are complete and accurate;

(b) co-operate with the Agency in all matters relating to the Management Services;

(c) provide the Agency, its employees, agents, consultants and subcontractors, with access to the Property as reasonably required by the Agency;

(d) provide the Agency with such information and materials as the Agency may reasonably require in order to supply the Management Services, and ensure that such information is complete and accurate in all material respects;

(e) ensure that they have the right to rent out the Property under the terms of the mortgage or head lease. The Client hereby confirms that permission to let the Property has been obtained from the mortgagee or relevant party;

(f) authorise the Agency to carry out the various usual duties of property management;

(g) accept that the Agency may take deposits and the Agency will ensure they are protected in a recognised protection scheme. The Client is ultimately responsible for ensuring that they have complied with legal obligations in relation to the scheme;

(h) obtain and maintain all necessary licences, permissions and consents which may be required for the Management Services before the date on which the Services are to start;

(i) ensure that each Property is adequately insured and that the insurance policy covers the situation where the Property is let, whether furnished or unfurnished;

(j) provide each Property to the Agency in a good condition and ready to let. The Property and all soft furnishings must conform to the current fire & safety regulations;

(k) disclose to the Agency any ongoing maintenance issues prior to the acceptance of these Conditions. If no prior notice is given and a tenancy is in place, any maintenance issues which the Agency deems to be ongoing, will result in the Agency instructing the necessary works and a facilitation fee equivalent to 10% of the invoiced total will be charged.

5.2 If the Agency’s performance of any of its obligations under these Conditions are prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Agency shall have the right to suspend performance of the Management Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Agency’s performance of any of its obligations;

(b) the Agency shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Agency’s failure or delay to perform any of its obligations as set out in this clause 2; and

(c) the Client shall reimburse the Agency on written demand for any costs or losses sustained or incurred by the Agency arising directly or indirectly from the Client Default.

6. CHARGES, PAYMENT AND FEES

6.1 The Charges for the Management Services shall be calculated based on the following:

(a) Where the Agency provides advice in respect of property management, the Charges shall be at the hourly rate set out on the Agency’s website.

(b) All fees quoted in these Conditions are subject to VAT. Where any taxable supply for VAT purposes is made under the Order by the Agency to the Client, the Client shall, on receipt of a valid VAT invoice from the Agency, pay to the Agency such additional amounts in respect of VAT as are chargeable on the supply of the Management Services at the same time as payment is due for the supply of the Management Services.

(i) The standard fee for the full Management Service is taken as a percentage of the gross rent collected every month. The fee on the date of the Order is 12.5%.

(ii) A letting fee of £125 is charged for a new tenancy (per agreement, not per tenant). This will include marketing, tenant referencing, viewings and the signing in of new tenants with all required compliance paperwork.

(iii) An inventory fee of £75 is charged per new tenancy and includes a full check-in inventory report, mid-term formal inspections and the check-out inspection at the end of the tenancy;

(iv) Please note, in acknowledgement of the potential high turnover of tenants expected in a HMO and to minimise long term costs for the client, letting and inventory fees will not be charged more than twice in any twelve month period per room, regardless of how many new tenancies are set up.

(d) Buy To Let Management:

(i) The standard fee for the full management service is taken as a percentage of the gross rent collected every month. The fee on the date of the Contract is 10%. If there are any proposed fee changes, you will be notified of this in writing with at least 4 weeks’ notice;

(iii) An inventory fee of £125 is charged per new tenancy and includes a full check-in inventory report, mid-term formal inspections and the check-out inspection at the end of the tenancy.

6.2 The standard fee for full management of a serviced accommodation Property on the date of the Contract is 20% of revenue collected. This includes marketing the property on multiple portals (including our own website) and dealing with all aspects of enquiries, bookings and refunds. It also includes facilitation of flexible cleaning, laundry service and provision of consumables to ensure the highest levels of guest experience.

6.3 If the Client would like the agent to apply for a HMO licence or Selective Licence on their behalf, an administration fee of £250 will be charged for this work. This includes completion of the application form, compiling all necessary supporting documentation, accompanying an inspection to the property and any follow up liaison with the local authority to support the application.

(a) the Charges shall be calculated in accordance with the above fee rates, as set out in the Order.

(b) the Agency’s daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on Business Days.

(c) the Agency shall be entitled to charge an overtime rate of 200% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 6.3(b); and

(d) the Agency shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom the Agency engages in connection with the Services including travelling expenses, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Agency for the performance of the Services, and for the cost of any materials.

6.4 The Agency reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the in the preceding 12-month period.

6.5 The Agency shall invoice the Client on a monthly basis.

6.6 The Client shall pay each invoice submitted by the Agency:

(a) in pound sterling;

(b) within 30 days of the date of the invoice ; and

(c) in full and in cleared funds to a bank account nominated in writing by the Agency, and time for payment shall be of the essence of the Contract.

6.7 If the Client fails to make a payment due to the Agency under the Contract by the due date, then, without limiting the Agency’s remedies under clause 9, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.9 Where the Client requires the Agency to provide an annual statement or previously issued statements in respect of the Management Fee or the Charges, there will be an additional charge details of which will be provided at the time of the request.

Client Money

6.10 All monies are held in a client account by Santander in the name of Purseglove Property Limited Client Account, for which no interest will be paid. The Agency has insurance in place for Client Money Protection with an unlimited level of cover.

7. DATA PROTECTION

7.1 The personal data to be shared between the parties under the Contract (Shared Personal Data) shall be confined to the following categories of information relevant to the following categories of data subject:

(a) identification details of tenants of the Property;

(b) bank details of tenants of the Property; and

7.2 This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data.

7.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate the Contract with immediate effect.

7.4 Particular obligations relating to data sharing. Each party shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients;

(b) give full information to any data subject whose personal data may be processed under the Contract of the nature of such processing. This includes giving notice that, on the termination of the Contract, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by the Contract;

(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

(g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

7.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(f) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

(g) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(h) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of the Contract unless required by law to store the Shared Personal Data;

(i) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(j) maintain complete and accurate records and information to demonstrate its compliance with this clause; and

(k) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

7.6 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in Clause 8.

8. LIMITATION OF LIABILITY

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in this clause 8 shall limit the Client’s payment obligations under the Contract.

8.3 Nothing in the Contract limits any liability which cannot legally be limited, including, but not limited to, liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

8.4 Subject to clause 8.3, the Agency is neither directly or indirectly liable for late or non-payment of rent, damage to the property by tenants, or any other associated legal costs incurred, where the Agency has acted correctly in accordance with these Conditions or on the Client’s written or verbal instructions. The Client must comply with the obligations and requirements of the various safety legislations and regulations that apply to rented properties.

8.5 Subject clause 3 (Liabilities which cannot legally be limited), the Agency’s total liability to the Client:

(a) in respect of management of a Property is capped at the equivalent of 12 month’s Management Fee in respect of that Property; and

(b) in respect of any other services provided, is capped at the the Charges in respect of those services.

8.6 Subject to clause 2 (No limitation of Client’s payment obligations) and clause 8.3 (Liabilities which cannot legally be limited), this clause 8.6sets out the types of loss that are wholly excluded:

(a) loss of profits.

(b) loss of sales or business.

(d) loss of anticipated savings.

(e) loss of use or corruption of software, data or information.

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.7 The Agency has given commitments as to compliance of the Management Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.8 Unless the Client notifies the Agency that it intends to make a claim in respect of an event within the notice period, the Agency shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

8.9 This clause 8 shall survive termination of the Contract.

9. INDEMNITY

9.1 The Client agrees to indemnify the Agency for any losses, reasonable costs, fines, expenses or liabilities incurred or imposed on the Agency:

(a) on behalf of the Client pursuant to the Management Services (including but not limited to the Agency being appointed as an agent for the purposes of a HMO); and

(b) as a result of the Client’s breach of the Contract

10. TERMINATION

10.1 Without affecting any other right or remedy available to it, either party may terminate the Services by giving the other party two months’ written notice. Failure to provide such notice will result in a fee being charged. The fee will be the equivalent of the management charge on two month’s rent and 100% occupancy, regardless of whether the Property is occupied or vacant and will be deducted from monies held on account prior to final remittance. The early termination fee will be in addition to any fees or charges incurred during the handover period. In the case of serviced accommodation, the termination fee will be equivalent to two months management fee, calculated using the average nightly rate for the Property in question and based on 100% occupancy.

10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.3 Without affecting any other right or remedy available to it, the Agency may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.

10.4 Without affecting any other right or remedy available to it, the Agency may suspend the supply of Services under the Order or any other contract between the Client and the Agency if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment;

(b) the Client becomes subject to any of the events listed in clause 2(c) or clause 10.2(d), or the Agency reasonably believes that the Client is about to become subject to any of them; and

(c) the Agency reasonably believes that the Client is about to become subject to any of the events listed in clause 2(b).

10.5 In the event that the Client wishes to terminate, any tenant which has been sourced by the Agency and is in the fixed period of an assured shorthold tenancy, will be given the option but not the obligation to terminate their tenancy with one month’s notice. Should the tenant wish to remain in the Property, the terms of their tenancy will not be affected by these Conditions.

10.6 During the notice period, the newly appointed property manager is to coordinate any visits to the property via the agent in accordance with the access to property provision, as detailed above. Any visits to the Property during the notice period and the Conditions have not been met, will be deemed an early termination and the early termination terms of these Conditions will apply.

11. CONSEQUENCES OF TERMINATION

11.1 On termination or expiry of the Contract the Client shall immediately pay to the Agency all of the Agency’s outstanding unpaid invoices and interest and, in respect of Management Services supplied but for which no invoice has been submitted, the Agency shall submit an invoice, which shall be payable by the Client immediately on receipt;

11.2 Termination or expiry of the Order shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.3 Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Management Services shall remain in full force and effect.

12. GENERAL

12.1 Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings.

(a) The Agency may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Agency.

12.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 3(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12.4 Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

12.5 Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6 Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12.7 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the contract. If any provision or part-provision of this Contract deleted under this clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.8 Notices

(a) Any notice or other communication given to a party under or in connection with the Order shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to: hello@purseglove.co.uk

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting; or

(iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

12.9 Third party rights

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.10 Governing law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

12.11 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Property Sourcing Terms & Conditions

These terms and conditions apply when you ask us to source a property for you. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 6 (LIMITATION OF LIABILITY)

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these Conditions.

Agency: Purseglove Property Limited is a private limited company (Company No. 12162375) and a member of the UK Association of Letting Agents and Property Redress Scheme.

Area: the geographical area in which the Agency sources Property as set out in the Order.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Client: the person or firm who purchases Property Sourcing Services from the Agency.

Client Default: has the meaning set out in clause 2.

Commencement Date: has the meaning given in clause 2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 5.

Contract: the contract between the Agency and the Client for the supply of Maintenance Services in accordance with these Conditions.

Exchange of Contracts: the legal exchange of contracts for the purchase of any Property sourced under these Conditions.

Fee: the fee payable by the Client for the supply of the Property Sourcing Services in accordance with the Order.

Order: the Client’s order for services agreed between the parties by email or verbally, or as set out in the Agency’s order form which is either in an electronic or paper form.

Property/Properties: any property, land or premises, whether commercial or residential that may be identified as part of the Property Sourcing Services.

Property Sourcing Services: the services supplied by the Agency to the Client in respect of sourcing a Property or Properties for the Client to purchase as set out in the Order.

Reservation Fee: a fee of £1,000 that the Agency may charge at its discretion.

Seller: the person or Company selling the Property.

1.2 Interpretation:

(a) reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Client to purchase Property Sourcing Services in accordance with these Conditions. The Order may set out other services that the Client may purchase from the Agency, and the Client acknowledges that:

(a) where they purchase services in respect of management of property refurbishment, conversion and furnishing from the Agency, the Purseglove Project Management Terms and Conditions shall apply; and

(b) where they purchase property management services from the Agency, the Purseglove Property Management Terms and Conditions shall apply.

2.3 Any descriptive matter or advertising issued by the Agency, and any descriptions or illustrations contained on the Agency’s website, are issued or published for the sole purpose of giving an approximate idea of the Property Sourcing Services described in them. They shall not form part of the Contract or have any contractual force.

2.5 Any quotation given by the Agency shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. SUPPLY OF SERVICES

3.1 The Agency shall supply the Property Sourcing Services to the Client in accordance with these Conditions.

3.2 The Agency will:

(a) use its knowledge of the property market to provide advice to the Client on the type of Property they may wish to purchase and the location in which it may be found;

(b) use its knowledge of the property market and its associations with developers and estate agents and other sources, to seek out investment property / land for sale with the aim of sourcing appropriate Properties within the criteria and Area identified by the Client in the Order; and

(c) negotiate with the Seller, developers and/or estate agents on behalf of the Client with regard to the purchase price of Property.

3.3 The Property Sourcing Services supplied under the Contract shall continue to be supplied until terminated by either party in accordance with Clause 9.

3.4 For the avoidance of doubt the Property Sourcing Services and Agency’s role does not include the following services:

(a) Inspection / survey of the Property or the ﬁxtures/ﬁttings;

(b) insurance arrangements;

(d) environmental investigations;

(e) investigations of adjoining properties;

(f) legal advice of any kind;

(g) letting of the Property; or

(h) sale of the Property after purchase by the Client.

3.5 The Agency may introduce the Client to experts (“Third Party Suppliers”) to obtain any of the services listed in clause 4 (or any other advice that the Agency does not provide) but for the avoidance of doubt, the Agency does not make any representations as to the suitability of such Third Party Suppliers and the Client is free at all time to use their own suppliers for such services.

3.6 The Agency shall use all reasonable endeavours to meet any performance dates, but any such dates shall be estimates only and time shall not be of the essence for performance of the Property Sourcing Services.

3.7 The Agency reserves the right to amend these Conditions if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Agency shall notify the Client in any such event.

3.8 The Agency warrants to the Client that the Property Sourcing Services will be provided using reasonable care and skill.

4. CLIENT’S OBLIGATIONS

4.1 The Client shall:

(a) ensure that the terms of the Order, including details of the Property and details of the Project are complete and accurate;

(b) co-operate with the Agency in all matters relating to the Project Management Services;

(c) provide the Agency, its employees, agents, consultants and subcontractors, with access to the Property as reasonably required by the Agency;

(d) provide the Agency with such information and materials as the Agency may reasonably require in order to supply the Project Management Services including providing details of the Project in sufficient detail to allow the Agency to provide the Project Management Services, and ensure that such information is complete and accurate in all material respects;

(e) ensure that they have the right or permission to carry out the Project under the terms of the mortgage or head lease. The Client hereby confirms that permission to carry out the Project has been obtained from the mortgagee or relevant party;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Project before the date on which the Project Management Services are to start; and

(g) ensure that each Property is adequately insured and that the insurance policy covers the relevant Project.

4.2 If the Agency’s performance of any of its obligations under these Conditions are prevented or delayed by any act or omission by the Client, the client’s agents, employees or subcontractors, or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Agency shall have the right to suspend performance of the Project Management Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Agency’s performance of any of its obligations;

(c) the Client shall reimburse the Agency on written demand for any costs or losses sustained or incurred by the Agency arising directly or indirectly from the Client Default.

5. FEES AND PAYMENT

5.1 The Fee shall be agreed in the Order, and where the Agency provides advice on potential Works will be at the hourly rate set out on the Agency’s website.

5.2 All Fees will be subject to VAT.

5.3 Invoices will be sent to the client by email, within 7 working days following completion of each stage. Hard copies of invoices will be sent via post if requested.

5.4 Payments on account must be cleared no later than 24 hours prior to commencement of each stage in order to avoid delays.

5.5 The Agency reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the in the preceding 12-month period.

5.6 The Client shall pay each invoice submitted by the Agency, unless agreed otherwise between the parties,:

(a) in pound sterling;

(b) within 30 days of the date of the invoice; and

(c) in full and in cleared funds to a bank account nominated in writing by the Agency, and time for payment shall be of the essence of the Contract.

5.7 If the Client fails to make a payment due to the Agency under the Contract by the due date, then, without limiting the Agency’s remedies under clause 7, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Client Money

5.9 All monies are held in a client account by Santander in the name of Purseglove Property Limited Client Account, for which no interest will be paid. The Agency has insurance in place for Client Money Protection with an unlimited level of cover.

6. LIMITATION OF LIABILITY

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

6.1 References to liability in this clause 6 include every kind of liability arising under or in connection with the Project Management Services under the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.2 The Client acknowledges and agrees that the Agency is acting as agent to provide the Project Management Services and has no liability for any Works carried out by third parties.

6.3 Nothing in this clause 6 shall limit the Client’s payment obligations under the Contract.

6.4 Nothing in the Contract limits any liability which cannot legally be limited, including, but not limited to, liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

6.5 Subject to clause 4, the Agency is neither directly or indirectly liable for late or non-payment of rent, damage to the property by tenants, or any other associated legal costs incurred, where the Agency has acted correctly in accordance with these Conditions or on the Client’s written or verbal instructions. The Client must comply with the obligations and requirements of the various safety legislations and regulations that apply to rented properties.

6.6 Subject clause 4 (Liabilities which cannot legally be limited), the Agency’s total liability to the Client in respect of the Project Management Services and under these Conditions is capped at the equivalent of the Fees paid by the Client in the 12 months prior to the liability arising.

6.7 Subject to clause 3 (No limitation of Client’s payment obligations) and clause 6.4 (Liabilities which cannot legally be limited), this clause 6.7sets out the types of loss that are wholly excluded:

(a) loss of profits.

(b) loss of sales or business.

(d) loss of anticipated savings.

(e) loss of use or corruption of software, data or information.

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

6.8 The Agency has given commitments as to compliance of the Project Management Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

6.9 Unless the Client notifies the Agency that it intends to make a claim in respect of an event within the notice period, the Agency shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

6.10 This clause 6 shall survive termination of the Contract.

7. INDEMNITY

7.1 The Client agrees to indemnify the Agency for any losses, reasonable costs, fines, expenses or liabilities incurred or imposed on the Agency:

(a) on behalf of the Client pursuant to the Project Management Services and the Works; and

(b) as a result of the Client’s breach of the Contract.

8. TERMINATION

8.1 Either party may terminate the Project Management Services by giving the other one months’ notice in writing. In this case, should a Project be mid-stage, the Agency will endeavour to reach an agreement with the Client in order to bring any Works to an end within this time frame. Any additional costs incurred in carrying out the Work during the notice period will be passed on to the Client. If an agreement cannot be reached between the parties to facilitate the completion of the Works during the noticed period, reasonable judgement will be used by the Agency in order complete as much of the Works as reasonably possible and any additional costs incurred will be passed on to the Client. In any case, all Works will cease with immediate effect at the end of the notice period and on termination of the Contract. The Agency will not be responsible for any loss or damage resulting from its termination.

8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

8.3 Without affecting any other right or remedy available to it, the Agency may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.

8.4 Without affecting any other right or remedy available to it, the Agency may suspend the supply of Project Management Services under the Order or any other contract between the Client and the Agency if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment;

(b) the Client becomes subject to any of the events listed in clause 2(c) or clause 8.2(d), or the Agency reasonably believes that the Client is about to become subject to any of them; and

(c) the Agency reasonably believes that the Client is about to become subject to any of the events listed in clause 2(b).

9. CONSEQUENCES OF TERMINATION

9.1 On termination or expiry of the Contract the Client shall immediately pay to the Agency all of the Agency’s outstanding unpaid invoices and interest and, in respect of Project Management Services supplied but for which no invoice has been submitted, the Agency shall submit an invoice, which shall be payable by the Client immediately on receipt.

9.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9.3 Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Project Management Services shall remain in full force and effect.

10. GENERAL

10.1 Force majeure

10.2 Assignment and other dealings.

(a) The Agency may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

10.3 Confidentiality

(b) Each party may disclose the other party’s confidential information:

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

10.4 Entire agreement

10.5 Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6 Waiver

10.7 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the contract. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.8 Notices

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting; or

(c) This clause 8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.9 No Partnership

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties. Unless expressly stated, neither party shall have authority to act as agent for, or to bind, the other party in any way.

10.10 Third party rights

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

10.11 Governing law

10.12 Jurisdiction

Property Project Management Terms & Conditions

These terms and conditions apply when you ask us to provide services which include the refurbishment, conversation and / or furnishing of a property or properties. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 6 (LIMITATION OF LIABILITY)

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in these Conditions.

Agency: Purseglove Property Limited is a private limited company (Company No. 12162375) and a member of the UK Association of Letting Agents and Property Redress Scheme

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.

Client: the person or firm who purchases Project Management Services from the Agency.

Client Default: has the meaning set out in clause 2.

Commencement Date: has the meaning given in clause 2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 5.

Contract: the contract between the Agency and the Client for the supply of Services in accordance with these Conditions.

Fee: the fee payable by the Client for the supply of the Project Management Services in accordance with the Order.

Order: the Client’s order for services agreed between the parties by email or verbally, or as set out in the Agency’s order form which is either in an electronic or paper form.. Project: the development of the Property or Properties by the carrying out of the Works in accordance with the details set out in the Order.

Project Management Services: the services detailed in the Order for the refurbishment, conversion or furnishing of a Property as part of a Project, or advice on the potential refurbishment, conversion or furnishing of a Property.

Property/Properties: the property or premises listed in the Order form or agreed in writing between the parties for which the Agency will provide the Project Management Services.

Remedial Work: works to be carried out to rectify or remedy any latent defect or snagging following a Project, as detailed under clause 7

Works: those works to be carried out to the Property or Properties as part of the Project.

1.2 Interpretation:

(a) reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Client to purchase Project Management Services in accordance with these Conditions. The Order may set out other services that the Client may purchase from the Agency, and the Client acknowledges that:

(a) where they purchase property management services from the Agency, the Purseglove Property Management Terms and Conditions shall apply; and

(b) where they require the Agency to source a property or properties for them, the Purseglove Property Sourcing Terms and Conditions shall apply.

2.5 Any quotation given by the Agency shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. SUPPLY OF SERVICES

3.1 The Agency shall supply the Project Management Services to the Client in accordance with the Contract in all material respects, and shall use reasonable care and skill in providing the Property Management Services.

3.2 Where agreed in the Order, the Client hereby appoints the Agency, and the Agency hereby accepts such appointment, to act as agent on behalf of the Client to project manage the Project subject to these Conditions.

3.3 The Agency will act as the Client’s retained agent for the management and coordination of Works. In particular, the Agency will:

(a) visit the Property accompanied by the Client or an authorised third party acting on behalf of the Client in order to determine scope of the Project and the Works required. Where the Client is unable to meet at the Property, the Agency shall visit alone providing provisions for access are made during business hours (Mon- Fri 9am to 5pm);

(b) provide a schedule of Works necessary under the Project if required, differentiating Works which are required and those which are recommended. A separate charge is made for provision of this element depending on the level of service required;

(c) liaise with local regulatory bodies and authorities to determine the required levels of Work to comply with building regulations, and planning where necessary;

(d) provide a quotation for all works along with estimated costs of works which cannot be fully determined at the outset;

(e) utilise its team of contractors, who will exercise the reasonable skill , care and diligence which may reasonably be expected of a contractor experienced in carry out services comparable in size, scope, complexity, nature and purpose to the Works. All tradesmen are vetted to ensure they have the required qualifications and accreditation for their trade along with insurance cover adequate for the trade or profession of the tradesmen;

(f) use its knowledge of property refurbishment, renovation and conversion and its associations with contractors and other sources, to deliver the Project within an agreed time-frame and budget, taking into account unforeseen circumstances which remain outside of the Agency’s control;.

3.4 The Agency shall use all reasonable endeavours to meet any performance dates or milestones in respect of a Project, but any such dates shall be estimates only and time shall not be of the essence for performance of the Project Management Services.

3.5 On completion of the Project and once the final payment has cleared, a closing statement will be sent along with all compliance certification for Works carried out. If building control have been involved, final sign off will also be included.

3.6 The Project Management Services does not include certified inspection/survey of the Property or the fixtures/fittings, insurance arrangements, environmental investigations, investigations of adjoining properties or legal advice of any kind. The Agency will be happy to assist the Client to engage experts to obtain any of these, and strongly recommends that the Client does so where necessary.

Follow up and Remedial Work

3.7 Where Works are carried out by the Agency’s contractors, the Works will also include a follow up visit of each Property to assess any minor Remedial Work needed after six (6) months following completion of the Works to rectify any latent defects or snagging (as widely understood in the construction and development sector). The Remedial Work shall include such reasonable works, including but not be limited to, rectification of minor cracks appearing as plaster fully dries out following extensive plastering. The Client accepts and acknowledges that all Works may be subject to latent defects or snagging.

4. CLIENT’S OBLIGATIONS

4.1 The Client shall:

(a) ensure that the terms of the Order are complete and accurate, including informing the Agency as soon as possible if their criteria for the Property Sourcing Services changes;

(b) cooperate with the Agency in all matters relating to the Property Sourcing Services;

(c) provide the Agency with such information and materials as the Agency may reasonably require in order to supply the Property Sourcing Services, and ensure that such information is accurate in all material respects; and

(d) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Property Sourcing Services are to start including but not limited to the necessary identiﬁcation required by the Agency to comply with all Anti-Money Laundering legislation.

4.2 If the Agency’s performance of any of its obligations under these Conditions are prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Agency shall have the right to suspend performance of the Property Sourcing Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Agency’s performance of any of its obligations;

(c) the Client shall reimburse the Agency on written demand for any costs or losses sustained or incurred by the Agency arising directly or indirectly from the Client Default.

5. CHARGES, PAYMENT AND FEES

5.1 The Fee will be agreed between the Parties in the Order and will be based on:

(a) the hourly rate set out on the Agency’s website where the Property Sourcing Services involve providing advice to the Client; and

(b) the value of the Property or Properties.

5.2 All fees charged will be subject to VAT.

5.3 The Agent may at its absolute discretion, request that £1,000 be payable (the Reservation Fee) within 7 days and if so requested, the Agent will not carry out the Property Sourcing Services until this is received in cleared funds. The Reservation Fee is non-refundable if Properties have been presented to the Client but no offer has been made.

5.4 100% of the outstanding balance of the Fee (minus any Reservation Fee already paid) will be payable on Exchange of Contracts for each Property that has been sourced.

5.5 The Fee shall remain payable be payable by the Client whether the Client purchases the Property directly or indirectly, or if the purchase through the Agency has been circumvented.

5.6 The Reservation Fee is a non-returnable deposit and will be forfeit if one of the following occurs:

(a) If three properties have been presented to the Client and no offer has been made by the Client;

(b) the Client withdraws from a purchase;

(d) if the actions of the Client results in the Seller withdrawing or cancelling the purchase of the Property.

5.7 The Reservation Fee will be refunded to the Client only if the following circumstances take place, which is at the buyer’s risk:

(a) the Property is withdrawn from sale by the Seller prior to exchange of contracts (except for 6(d)); or

(b) the Client declines to Exchange Contracts issued because the Property described by that contract is deemed, by a third party, to substantially and materially differ from that described by the Agent.

5.8 For the avoidance of doubt, after Exchange of Contracts, then if the purchase falls through the Agent will not be liable for any losses of the Client nor for any refund of the Fee or Reservation Fee.

5.9 The Client shall pay each invoice submitted by the Agency:

(a) in pound sterling;

(b) within 30 days of the date of the invoice ; and

(c) in full and in cleared funds to a bank account nominated in writing by the Agency, and time for payment shall be of the essence of the Contract.

5.10 If the Client fails to make a payment due to the Agency under the Contract by the due date, then, without limiting the Agency’s remedies under clause 7, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

5.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Client Money

5.12 All monies are held in a client account by Santander in the name of Purseglove Property Limited Client Account, for which no interest will be paid. The Agency has insurance in place for Client Money Protection with an unlimited level of cover.

6. LIMITATION OF LIABILITY

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

6.1 References to liability in this clause 6 include every kind of liability arising under or in connection with the Property Sourcing Services under the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.2 Nothing in this clause 6 shall limit the Client’s payment obligations under the Contract.

6.3 Nothing in the Contract limits any liability which cannot legally be limited, including, but not limited to, liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

6.4 Subject clause 3 (Liabilities which cannot legally be limited), the Agency’s total liability to the Client in respect of the Property Sourcing Services and under these Conditions is capped at the equivalent of the Fees paid or payable on the Property in respect of which the liability has arisen.

6.5 Subject to clause 2 (No limitation of Client’s payment obligations) and clause 6.3 (Liabilities which cannot legally be limited), this clause 6.5sets out the types of loss that are wholly excluded:

(a) loss of profits.

(b) loss of sales or business.

(d) loss of anticipated savings.

(e) loss of use or corruption of software, data or information.

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

6.6 The Agency has given commitments as to compliance of the Property Sourcing Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

6.7 Unless the Client notifies the Agency that it intends to make a claim in respect of an event within the notice period, the Agency shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

6.8 This clause 6 shall survive termination of the Contract.

7. INDEMNITY

7.1 The Client agrees to indemnify the Agency for any losses, reasonable costs, fines, expenses or liabilities incurred or imposed on the Agency:

(a) on behalf of the Client pursuant to the Property Sourcing Services; and

(b) as a result of the Client’s breach of the Contract.

8. TERMINATION

8.1 Without affecting any other right or remedy available to it, either party may terminate the Property Sourcing Services by giving the other party 14 days’ written notice. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

8.2 Without affecting any other right or remedy available to it, the Agency may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.

8.3 Without affecting any other right or remedy available to it, the Agency may suspend the supply of Services under the Order or any other contract between the Client and the Agency if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment;

(b) the Client becomes subject to any of the events listed in clause 1(c) or clause 8.1(d), or the Agency reasonably believes that the Client is about to become subject to any of them; and

(c) the Agency reasonably believes that the Client is about to become subject to any of the events listed in clause 1(b).

9. CONSEQUENCES OF TERMINATION

9.1 On termination or expiry of the Contract the Client shall immediately pay to the Agency all of the Agency’s outstanding unpaid invoices and interest and, in respect of Property Sourcing Services supplied but for which no invoice has been submitted, the Agency shall submit an invoice, which shall be payable by the Client immediately on receipt.

9.2 If the Client cancels the Contract after the Agency provided details of a Property as part of the Property Sourcing Services, but before Exchange of Contracts in respect of that Property, the Client shall immediately pay to the Agency the balance of the Reservation Fee.

9.3 Termination or expiry of the Order shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9.4 Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Property Sourcing Services shall remain in full force and effect.

10. GENERAL

10.1 Force majeure

10.2 Assignment and other dealings.

(a) The Agency may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

10.3 Confidentiality

(b) Each party may disclose the other party’s confidential information:

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

10.4 Entire agreement

10.5 Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

10.6 Waiver

10.7 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the contract. If any provision or part-provision of this Contract deleted under this clause 10.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.8 Notices

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting; or

(c) This clause 8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.9 No Partnership

10.10 Third party rights

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

10.11 Governing law

10.12 Jurisdiction