Property Management Terms & Conditions
Version 7.0
These terms and conditions apply when you ask us to provide property management services, potentially including services in respect of Homes of Multiple Occupation and Company Lets. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 9 (LIMITATION OF LIABILITY).
1. INTERPRETATION
1.1 Definitions
The following definitions and rules of interpretation apply in these Conditions.
Agency: Purseglove Property Limited, a private limited company (Company No. 12162375), a member of the UK Association of Letting Agents and a member of the Property Redress Scheme, being the government-approved redress scheme of which the Agency is required to be a member as a letting and property management agent (separate from the Client’s obligation, once in force, to be a member of the Private Rented Sector Landlord Ombudsman scheme).
Agreed Purposes: the provision, management and administration of the Management Services, the operation of any tenancy of the Property, and compliance by either party with its legal and regulatory obligations, including obligations under the Renters’ Rights Act 2025 and regulations made under it (such as registration and maintenance of entries on the Private Rented Sector Database, enrolment and dealings with an approved Private Rented Sector Landlord Ombudsman or landlord redress scheme, and provision of any statutory written statement or information to tenants).
Assured Tenancy: a periodic assured tenancy of a Property within the meaning of the Housing Act 1988 as amended by the Renters’ Rights Act 2025, being a tenancy the periods of which correspond to the rent periods, each rent period being either a period of 28 days or shorter or a monthly period (and in no case exceeding one month), with no fixed term.
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 7.
Client: the person or firm who purchases Management Services from the Agency.
Client Default: has the meaning set out in clause 6.2.
Commencement Date: has the meaning given in clause 2.2.
Company Let: an arrangement under which the Property is let by the Client to a company or other body (the Corporate Tenant) which takes the Property for the purpose of onward occupation by, or sub-letting to, its employees, contractors or other occupiers, and not for the Corporate Tenant’s own residential occupation.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.5.
Contract: the contract between the Agency and the Client for the supply of Management Services in accordance with these Conditions.
Corporate Tenant: the company or other body which takes the Property under a Company Let.
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 for a house in multiple occupation issued under Part 2 of the Housing Act 2004.
Landlord Ombudsman: the Private Rented Sector Landlord Ombudsman scheme, being the landlord redress scheme approved or designated under sections 64 and 65 of the Renters’ Rights Act 2025, membership of which is required of the Client as landlord once those provisions are commenced, and which is separate from and additional to any redress scheme of which the Agency is a member.
Management Fee: the fee payable by the Client to the Agency for the Management Services as detailed in clause 7.
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.
Pet: an animal kept by a person mainly for personal interest, companionship, ornamental purposes, or any combination of those purposes, within the meaning of section 45(1) of the Housing Act 1988 as amended by the Renters’ Rights Act 2025.
Property/Properties: the property or premises listed in the Order for which the Agent will provide the Management Services.
PRS Database: the Private Rented Sector Database established under Part 2 of the Renters’ Rights Act 2025, together with the landlord entries, dwelling entries and unique identifiers maintained on it, once the relevant provisions are commenced.
Relevant Person: used in these Conditions as a convenient label for the Agency in its capacity as a person acting (or purporting to act) on behalf of the Client (the landlord) in relation to a tenancy, letting or prospective letting. The Renters’ Rights Act 2025 and the Housing Act 1988 (as amended by it) impose duties and prohibitions on such a person in its own right (including under sections 16D and 16E of the Housing Act 1988 and sections 42 and 56 of that Act). The precise statutory meaning of ‘relevant person’ varies between provisions, and this definition does not narrow or extend the meaning any statute gives that expression; where an operative clause relies on a specific statutory duty, that statutory definition prevails.
Rent Period: the period for which rent is payable under an Assured Tenancy, being (in accordance with section 4A(3) of the Housing Act 1988) a period of 28 days or shorter, or a monthly period; the periods of the Assured Tenancy are the same as the Rent Periods.
Renters’ Rights Act: the Renters’ Rights Act 2025, and any reference in these Conditions to the Housing Act 1988 or the Housing Act 2004 is to that Act as amended by the Renters’ Rights Act 2025.
Tenant Fees Act: the Tenant Fees Act 2019, as amended by the Renters’ Rights Act 2025, including the provisions treating a pre-tenancy payment of rent as a prohibited payment.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Written Statement of Terms: the written statement of the terms of an Assured Tenancy and the other information about the tenancy, dwelling, tenant and landlord prescribed by regulations under section 16D of the Housing Act 1988, to be provided before the tenancy is entered into.
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.
(c) A reference to writing or written includes fax and email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Client to purchase 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 Agent 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 Management Services described in them. They shall not form part of the Contract or have any contractual force. This clause does not apply to, and does not limit, any statutory requirement governing the advertising or marketing of a tenancy (including the requirement to state a specific proposed rent and not to invite, encourage or accept offers above it, and, once the relevant provisions are in force, the requirement to include the unique identifiers allocated under the private rented sector database), which the Agency will comply with in accordance with the Renters’ Rights Act 2025.
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.
2.6 These Conditions are entered into on the basis of the Renters’ Rights Act 2025 and the Housing Act 1988 as amended by it. In particular, where the Agency arranges or manages a residential letting that is an assured tenancy, that tenancy is a periodic assured tenancy under section 4A of the Housing Act 1988 (there being no assured shorthold tenancy, fixed term or section 21 route), and the Agency acts as a “relevant person” subject to the duties imposed on agents by that Act. This clause does not apply to lettings that are not assured tenancies (including serviced or holiday accommodation and any long lease or shared-ownership lease). Relying on the change-of-law amendment power at clause 3.4, these Conditions and the Agency’s tenancy templates will be updated as the staged provisions of the Renters’ Rights Act 2025 (including the PRS Database, the Landlord Ombudsman, the Decent Homes Standard, Awaab’s Law, the rental-bidding ban and the pre-tenancy rent-in-advance ban) are commenced by regulations.
3. SUPPLY OF SERVICES
3.1 The Agency shall supply the Management Services to the Client in accordance with the Contract in all material respects.
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. Without prejudice to the foregoing, where any provision of the Renters’ Rights Act 2025 (or regulations made under it) comes into force, the Agency may on not less than 30 days’ written notice vary these Conditions and any related fee or service schedule to the extent reasonably necessary to reflect that provision (including the Private Rented Sector Database, the Landlord Ombudsman, the Decent Homes Standard and Awaab’s Law for the private rented sector). If any such variation materially increases the Client’s fees or obligations, the Client may terminate the Contract on written notice given within 30 days, without penalty.
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, including any matters relevant to the Client’s statutory obligations as to property condition (such as the Decent Homes Standard for the private rented sector and prescribed hazards once those requirements are in force). 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, and the Agency will record any decision by the Client not to carry out recommended works. 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 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 informal 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 and Repairs
3.8 Unless otherwise agreed in writing, subject to the retained maximum expenditure limit as detailed in the Fee Schedule 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 or wellbeing, or where there is a risk of the Client being in breach of any contractual obligation or of any statutory duty relating to the condition of the Property (including the Housing Act 2004, the Landlord and Tenant Act 1985 as amended by the Renters’ Rights Act 2025, and any applicable Decent Homes Standard or prescribed hazard-remediation timescale, including any timescale prescribed under sections 10A to 10C of the Landlord and Tenant Act 1985 once in force), the retained maximum expenditure limit may be reasonably exceeded without prior discussion with the Client so that any statutory timescale is not missed. The Client agrees to keep sufficient funds on account, and promptly to authorise and fund works required to meet such statutory duties.
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 as set out in the fee schedule. 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 fee will apply to any contractor that is selected to carry out the work.
3.11 The Agency uses a network of vetted tradesmen with pricing assessed as reasonable. However, the Client acknowledges that workmanship guarantees and related liabilities rest solely with the tradesmen or their respective service providers. The Agency will assist reasonably in facilitating communication but accepts no direct liability for tradesmen’s 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.
3.13A On receipt of any report of a prescribed hazard at the Property (expressly including damp and mould), the Agency will acknowledge, investigate and instruct any necessary remedial works within the timescales prescribed under sections 10A to 10C of the Landlord and Tenant Act 1985 and regulations made under them, once those provisions are in force. The Agency will keep a dated record of each hazard report and of the steps taken (triage, contractor instruction and completion) so that the Client may rely on the statutory ‘all reasonable endeavours’ defence. The Agency’s obligations and any timescale under this clause are suspended to the extent the Client withholds necessary authority or funds, and the Client agrees to authorise and fund promptly any works required to meet the Client’s statutory obligations as to property condition. This clause takes effect on the date the relevant provisions are commenced.
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 as detailed in the Fee Schedule.
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 tenancy to provide the tenant with at least 24 hours’ written notice when access is required (other than in an emergency), and access must be at a reasonable time of day. Although there are no legal requirements to provide notice to access the communal areas of an HMO, doing so without notice disturbs the occupiers’ 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 Under the Homes (Fitness for Human Habitation) Act 2018 all residential tenancies in England must be fit for human habitation, which includes minimum habitable temperatures and the ability for tenants to have control over the heating in their personal space. The Client acknowledges that, once the relevant provisions of the Renters’ Rights Act 2025 are commenced, the Decent Homes Standard (Housing Act 2004 s.2A/2B) and Awaab’s Law (Landlord and Tenant Act 1985 s.10A/10C) will also apply to the Property. On receipt of any report of a prescribed hazard (expressly including damp and mould) the Agency will acknowledge, investigate and instruct remedial works within the timescales prescribed under those provisions once in force, and will keep a dated record of each step taken. The Client must promptly authorise and fund any works required to meet these standards, and the Agency’s ability to meet a prescribed timescale is suspended where the Client withholds authority or funds. Specific hazard timescales are not yet fixed and will be set by regulations.
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 may hold administrative access to such devices whilst the Management Services are being performed, for maintenance and compliance purposes. The Agency will not exercise such access in any way that deprives a tenant of reasonable control over the heating or hot water in their own living space, so as to remain consistent with the Property’s fitness-for-habitation and hazard obligations.
3.21 The Management Services shall include the preparation of the appropriate tenancy agreement in respect of each Property in the Agency’s standard form, and it is agreed that the Agency will sign the agreement as agent and on behalf of the Client. Every tenancy the Agency prepares will be a periodic assured tenancy under section 4A of the Housing Act 1988 with a rent period of no more than one month, and will contain no fixed term, no rent-review, indexation or escalation clause, no term requiring rent to be paid in advance of its due date, and no term restricting a child living with or visiting the tenant, prohibiting a benefits claimant, or dictating the means by which the tenant may give notice to quit, all such terms being of no effect under the Renters’ Rights Act 2025. Where the Client wishes to preserve the ability to rely on any of Grounds 1B, 2ZA to 2ZD, 4, 5 to 5H, 6A or 18, the Client must notify the Agency before the tenancy is prepared so that the required statement can be included. The Agency will also serve on the tenant, before the tenancy is entered into, the Written Statement of Terms and prescribed information required by section 16D of the Housing Act 1988, and will retain proof of service. Long leases and shared-ownership leases (a term certain of more than 21 years) fall outside this regime and, where applicable, will be prepared on separate terms.
3.21A The Client acknowledges that, in preparing and signing tenancies and acting on the Client’s behalf, the Agency is a “relevant person” under section 16E of the Housing Act 1988 and carries statutory duties in its own name. The Agency will not let or purport to let a Property for a fixed term, purport to bring a tenancy to an end by a notice to quit or orally, serve on a tenant a purported notice of possession, or rely on a ground for possession without a reasonable belief that a possession order is available. The Agency may refuse any Client instruction that would require it to act unlawfully, and no such refusal shall be a breach by the Agency. The Client and the Agency will agree in writing, before any step is taken, the ground for possession to be relied on and the applicable notice period.
3.21B Transitional and converted tenancies. The Client acknowledges that, on the commencement date of the relevant provisions of the Renters’ Rights Act 2025, every pre-existing managed tenancy (including any then subsisting fixed term) converted automatically to a periodic assured tenancy under section 4A of the Housing Act 1988, and existing written agreements need not be re-issued. On the Client’s behalf the Agency will serve on each existing tenant the government-produced information sheet explaining the effect of the reforms, and for any wholly-oral existing tenancy the Agency will provide the Written Statement of Terms required by section 16D of the Housing Act 1988 within one month of the commencement date. The Agency will retain proof of service.
3.22 It is agreed that any instructions from the Client to the Agency regarding termination of a tenancy, possession proceedings, repairs, payment details or any other significant details regarding management of the Property must be confirmed to the Agency in writing by email to hello@purseglove.co.uk. Any instruction to end a tenancy or to seek possession must identify the ground for possession the Client wishes to rely on. The Agency will recover possession only by a Section 8 notice in the prescribed form on a ground under Schedule 2 to the Housing Act 1988 (there being no Section 21 or other no-fault route), giving the statutory notice period for that ground, and will not act on any instruction that would breach the 12-month restriction on re-letting or marketing that applies after possession is recovered under Ground 1 or Ground 1A.
3.22A Possession grounds, arrears threshold and notice periods. Where the Client instructs the Agency to seek possession, the following apply (the figures being indicative and subject to the prescribed figures in force from time to time):
(a) possession is available only on a ground under Schedule 2 to the Housing Act 1988 by a Section 8 notice in the prescribed form; there is no Section 21 or other no-fault route;
(b) under the reformed Ground 8 (rent arrears), at least three months’ rent (or, where rent is payable weekly or fortnightly, at least 13 weeks’ rent) must be unpaid both at the date the notice is served and at the date of the hearing, and any arrears attributable to a delayed Universal Credit housing payment are disregarded; there is no basis on which two months’ or eight weeks’ arrears yields a mandatory possession order;
(c) Ground 1 (occupation by the landlord or a close family member) and Ground 1A (sale) each require four months’ notice and cannot be relied on in the first 12 months of the tenancy, and are followed by the 12-month restriction on re-letting or marketing referred to in clauses 3.22 and 10.2;
(d) Ground 8 requires four weeks’ notice; the anti-social-behaviour Grounds 7A and 14 carry shorter or immediate notice as prescribed.
3.22B Possession preconditions (agent process). Before serving any Section 8 notice or commencing possession proceedings (save on Grounds 7A or 14), the Agency will verify that the deposit is protected in an authorised tenancy deposit scheme with the prescribed information served, and, on their respective commencement dates, that active Private Rented Sector Database landlord and dwelling entries exist and the Client is a member of the approved Landlord Ombudsman scheme. The Agency will not progress possession while any such precondition is unmet and will require the Client to remedy the non-compliance first.
Pet requests
3.22C The Client acknowledges that, once section 11 of the Renters’ Rights Act 2025 (inserting sections 16A and 16B of the Housing Act 1988) is commenced, it is an implied term of every Assured Tenancy that a tenant may keep a Pet at the Property if the tenant so requests in writing and the landlord consents, such consent not to be unreasonably refused. No blanket ‘no pets’ term and no absolute-discretion refusal has effect against that right. The Agency administers Pet requests on the Client’s behalf as follows:
(a) the request must be in writing and include a description of the Pet; the Agency will date-stamp each request on receipt;
(b) the Agency will process each request promptly and use reasonable endeavours to give or refuse consent in writing on the Client’s behalf within the statutory decision period of 28 days from the date of the request (subject to the extensions in (c)), referring the request to the Client for decision where appropriate and using reasonable endeavours to obtain the Client’s timely instruction, and will record the decision and the reasons for any refusal;
(c) where the Agency reasonably requests further information about the Pet within that 28-day period, the decision may be delayed until the 7th day after the tenant provides it; where consent of a superior landlord is required, the Agency will seek it within the 28-day period and the decision may be delayed until the 7th day after the superior landlord’s response;
(d) for a flat or unit within a block, the Agency will seek any necessary head-lessor or superior-landlord consent within the 28-day period;
(e) the Agency will not require, and the Client shall not instruct the Agency to require, as a condition of consent, any pet-damage insurance, pet-insurance premium, pet deposit or pet fee, each of which is a prohibited payment under the Tenant Fees Act 2019; any damage caused by a Pet is dealt with through the ordinary tenancy deposit and, if that is insufficient, by court action;
(f) the court may order specific performance of the implied term where consent is unreasonably refused.
This clause takes effect on the date the relevant provisions are commenced and the associated statutory guidance is issued.
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 as specified in the Fee Schedule.
Company Lets
3A.1 Where the Order specifies Company Let Management, the Agency will manage the letting of the Property to a Corporate Tenant under a Company Let on the terms of this clause 3A and, save where displaced by this clause 3A, the other provisions of these Conditions. The Client acknowledges that under a Company Let the Corporate Tenant, not the Agency or the Client, is the landlord of any occupier or sub-tenant.
3A.2 The Company Let Management Services comprise:
(a) negotiating and/or reviewing the terms of the Company Let agreement with the Corporate Tenant on the Client’s behalf and, where authorised by the Client, signing that agreement as agent for and on behalf of the Client; clause 3.21 (preparation of the Agency’s standard-form tenancy or lease) does not apply to a Company Let, the Company Let agreement being the Corporate Tenant’s document reviewed by the Agency on the Client’s behalf;
(b) collecting the rent due from the Corporate Tenant, deducting the Management Fee, any agreed Charges and disbursements and any Non-Resident Landlord Scheme withholding under clause 3.14, and remitting the balance to the Client with a monthly statement;
(c) acting as the point of contact between the Client and the Corporate Tenant for the duration of the Company Let; and
(d) where the Client instructs, coordinating maintenance and statutory-compliance works to the elements of the Property retained by the Client.
3A.3 The Client acknowledges that, under the Company Let, the Corporate Tenant is responsible for:
(a) the day-to-day management of the occupiers or sub-tenants;
(b) the taking, protection and return of any tenancy deposit taken from any occupier or sub-tenant, which (together with compliance with the tenancy-deposit protection requirements of the Housing Act 2004 as amended) is the responsibility of the Corporate Tenant as sub-landlord; the Corporate Tenant instead putting in place such deposit replacement and/or rent guarantee arrangements as are agreed under the Company Let. Neither the Agency nor the Client takes or protects any deposit in respect of the Company Let, and the Client’s obligation at clause 6.1(g) does not apply to a Company Let;
(c) collecting rent from, and dealing with arrears of, the occupiers or sub-tenants;
(d) the interior condition and furnishings for which the Corporate Tenant has assumed responsibility under the Company Let;
(e) gas safety, electrical safety, fire safety and all other statutory compliance, and any licensing (including any HMO licence) required for the Corporate Tenant’s use of the Property, in each case from the date the Property is handed to the Corporate Tenant, save that responsibility for the condition and statutory standards of the structure, roof, exterior and load-bearing elements retained by the Client remains with the Client and, where the Client instructs, is coordinated by the Agency under clause 3A.2(d); and
(f) compliance with the conditions of any licence and all laws and regulations applicable to the Corporate Tenant’s use of the Property.
3A.4 In place of the mid-term property inspections referred to in clause 3.7, the Agency will obtain from the Corporate Tenant, at least quarterly, an update on the condition of the Property in the form of photographs or a video walk-through, which shall serve as an informal inspection. This does not displace any statutory inspection or servicing referred to in clause 3.12, responsibility for which passes to the Corporate Tenant under clause 3A.3(e). The Agency may, where it considers it reasonably necessary, arrange a physical inspection of the Property, the cost of which (if any) will be as set out in the Fee Schedule.
3A.5 The maintenance provisions in clauses 3.8 to 3.13, and the HMO provisions in clause 5, apply to a Company Let only to the extent of the elements of the Property retained by the Client, the Corporate Tenant otherwise being responsible under clause 3A.3.
3A.6 On handover the inspection provisions of clause 3.6 apply, and access to the Property is arranged in accordance with clauses 3.16 and 3.23.
3A.7 For the avoidance of doubt, the rent payable under the Company Let is a commercial matter between the Client and the Corporate Tenant. Any increase in the rent charged to occupiers under any assured sub-tenancy granted by the Corporate Tenant may be effected only by a statutory notice under section 13 of the Housing Act 1988 (as amended by the Renters’ Rights Act 2025), no more than once in any 52-week period and on at least two months’ notice, and is the responsibility of the Corporate Tenant as sub-landlord. The Agency does not operate, and will not include in any document it prepares, any rent-review, indexation or automatic-escalation clause in respect of an occupier tenancy. This clause does not affect the Agency’s right to increase its Charges under clause 7.5.
4. EMERGENCY ACTIONS
4.1 Should a situation arise where the Agency reasonably determines that there is an immediate risk to tenant health, safety or welfare, OR that action is reasonably required to remedy a prescribed hazard within a statutory timescale or to avoid the Client being in breach of a statutory duty in respect of the condition of the Property, the Agency may take necessary protective actions, including urgent maintenance or emergency repairs, without prior Client approval. The Agency will promptly inform the Client in writing of such actions and associated costs.
4.2 Where the Agency receives a report of a hazard prescribed under the regulations made pursuant to sections 10A and 10C of the Landlord and Tenant Act 1985 (including, once prescribed, damp and mould), the Agency will, once those provisions are in force, acknowledge, investigate and instruct remedial works within the timescales prescribed under those regulations, and will keep a dated record of each report and of every step taken. The parties acknowledge that the underlying duty to remedy such hazards, and to meet the Decent Homes Standard for the Property once it applies, rests with the Client as landlord; the Agency’s role is to assist the Client to comply and to enable the Client to rely on the statutory ‘all reasonable endeavours’ defence, and not to assume the Client’s statutory liability. This clause 4.2 takes effect from the date the relevant provisions of the Renters’ Rights Act 2025 and their implementing regulations are commenced.
5. HMO LICENCES
5.1 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. The parties further acknowledge that, where the Property is a HMO let on an assured tenancy, it is also subject to the wider statutory framework applying to the private rented sector as amended by the Renters’ Rights Act 2025 (including, on their respective commencement dates, the Decent Homes Standard, the hazard-remediation timescales under the Landlord and Tenant Act 1985 (Awaab’s Law), and Private Rented Sector Database registration), the primary duties under which rest with the Client as landlord.
5.2 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
(c) if the Property is required to be licensed to meet certain standards.
5.3 If a Client is based overseas and a HMO Licence is required for any Property, the Agency may (but is not obliged to) agree to hold the HMO Licence on behalf of the Client as part of the Order. Where the Agency holds the HMO Licence it will, for the purposes of the Housing Act 2004, be a person managing the HMO and will have full management control of the Property. As a condition of the Agency holding the HMO Licence the Client shall keep the licence valid, funded and free of breach and shall promptly do all things the Agency reasonably requires to that end. The Client acknowledges that, following the Renters’ Rights Act 2025, both the Agency (as licence holder) and the Client (as superior landlord) may commit the offence of managing an unlicensed HMO under section 72 of the Housing Act 2004, and that a term of any tenancy or licence does not of itself provide a defence. The Agency may decline to accept, or may surrender or return, the HMO Licence on reasonable notice where continuing to hold it would in the Agency’s reasonable opinion expose the Agency to an offence or penalty, and the Client shall indemnify the Agency against any penalty, prosecution or rent repayment order arising otherwise than from the Agency’s own default.
5.4 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.
5.5 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 ensuring compliance with all conditions of any HMO Licence, any additional or selective licensing requirements, and any statutory notices received in respect of the HMO. The Agency will provide prompt notification of such statutory notices via email, and it remains the Client’s responsibility to act on them within the required timeframes; 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.
5.6 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.
5.7 The Client will be invoiced for all expenditure that the Agency deems reasonable in relation to the HMO Licence.
5.8 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.
5.9 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 exclusive of VAT, which is charged in addition at the prevailing rate.
6. CLIENT’S OBLIGATIONS
6.1 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, and confirm that permission to let the Property has been obtained from the mortgagee or relevant party. The Client acknowledges that, under sections 36 and 37 of the Renters’ Rights Act 2025, any term of a superior lease or mortgage requiring the exclusion of a tenant on the basis that a child would live with or visit them, or that they are or may be a benefits claimant, is of no effect, and the Agency will not act on any such term. The Client shall disclose to the Agency any mortgage, head lease or insurance condition purporting to impose any such restriction;
(f) authorise the Agency to carry out the various usual duties of property management;
(g) accept that the Agency may take deposits, which the Agency will protect in an authorised tenancy deposit scheme and in respect of which the Agency will serve the prescribed information within the statutory timescale. The Client acknowledges that, under section 215 of the Housing Act 2004 (as substituted by the Renters’ Rights Act 2025), a court may not make an order for possession while the deposit is unprotected or the prescribed information has not been served (save on Grounds 7A or 14), and the Client remains ultimately responsible for ensuring compliance with the scheme’s legal requirements;
(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. The Client acknowledges that, once the relevant provisions of the Renters’ Rights Act 2025 are commenced, this includes (a) registering as a landlord and registering each Property on the Private Rented Sector Database and keeping those entries active (section 82), the Property not being lawfully marketed until active entries exist, and (b) being and remaining a member of the approved Private Rented Sector Landlord Ombudsman scheme throughout the Contract (section 64), which duty applies notwithstanding the appointment of the Agency. The Client shall promptly supply the Agency with any allocated database unique identifiers;
(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. The Client shall disclose to the Agency any insurance policy that contains a term requiring the exclusion of a tenant on the basis that a child would live with or visit them, or that they are or may be a benefits claimant. The Client acknowledges that, under section 38 of the Renters’ Rights Act 2025, any such term is of no effect in any policy entered into, renewed or extended on or after the date that section comes into force, after which the Property must be marketed and let without any such restriction, and the Agency will not act on any such term;
(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;
(l) provide, and procure that prospective occupiers provide, such documentation as the Agency requires to complete immigration right to rent checks under the Immigration Act 2014, which the Agency will apply consistently to every prospective occupier and will not apply, or require the Agency to apply, as a means of excluding any applicant on the basis that a child would live with or visit them or that they are or may be a benefits claimant;
(m) not instruct or require the Agency to advertise, reference, select or refuse any applicant on the basis that a child would live with or visit them, or that they are or may be a benefits claimant (as defined in section 42 of the Renters’ Rights Act 2025). The Client acknowledges that under sections 33 to 35 of that Act any such instruction is unenforceable and any such tenancy term is of no effect, that the Agency will assess applicants on affordability grounds only (section 41), and that the Agency will not act on any discriminatory instruction; where genuine overcrowding limits suitability, the Agency will assess each case individually as a proportionate means of achieving a legitimate aim. If the Secretary of State prescribes additional protected groups under section 39 of that Act, the Agency’s advertising, referencing and letting practice will be updated accordingly and the Client will not instruct the Agency to discriminate against any such group; and
(n) acknowledge that, once the relevant provisions of the Renters’ Rights Act 2025 are commenced, the Agency must advertise each Property at a stated rent and may not invite, encourage or accept any offer above that rent, and may not require, invite or accept any payment of rent before a tenancy is entered into; and after a tenancy is entered into but before it starts, the Agency may collect no more than the permitted initial rent for the permitted pre-tenancy period. The Client shall not instruct the Agency to conduct any ‘offers over’ or best-and-final process, or to take rent in advance as a screening or referencing device, and the Agency may refuse any such instruction.
6.2 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 6.2;
(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; and
(d) an instruction by the Client which, in the Agency’s reasonable opinion, would require the Agency to contravene the Renters’ Rights Act 2025 or any other applicable law, or would expose the Agency to a civil penalty or offence as a person acting on the Client’s behalf, shall constitute a Client Default. The Agency’s refusal or failure to act on such an instruction shall not be a breach by the Agency, and the Agency may decline to act until the instruction is withdrawn or lawfully modified.
7. CHARGES, PAYMENT AND FEES
7.1 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 order form fee schedule.
(b) All fees quoted in these Conditions are exclusive of VAT, which is charged in addition at the prevailing rate. 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.
(c) HMO management:
(i) The standard fee for the full Management Service is taken as a percentage of the gross rent collected every month. The standard fee on the date of the Order is detailed in the Fee Schedule.
(ii) A letting fee as detailed in the Fee Schedule 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 as detailed in the Fee Schedule is charged per new tenancy and includes a full, digital check-in inventory report. A check-out inspection fee as detailed in the Fee Schedule is charged per ending tenancy and includes a full, digital check-out report. No charge is made for interim inspections.
(iv) All tenancies are now periodic and a tenant may end a tenancy on two months’ notice at any time, so a room may be re-let more than twice in a twelve-month period. A letting fee (as detailed in the Fee Schedule) is therefore charged for each new periodic assured tenancy of a room. However, where a tenant introduced by the Agency vacates within the first four months of their tenancy and the Agency re-lets the room, the Agency will charge only a reduced re-let fee of 50% of the standard letting fee for that replacement tenancy, in recognition of the shortened stay.
(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 outlined in the Fee Schedule. If there are any proposed fee changes, you will be notified of this in writing with at least 4 weeks’ notice;
(ii) A letting fee as detailed in the Fee Schedule 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 as detailed in the Fee Schedule is charged per new tenancy and includes a full, digital check-in inventory report. A check-out inspection as detailed in the Fee Schedule is charged per ending tenancy and includes a full, digital check-out report. No charge is made for interim inspections.
(e) Company Let Management: The Management Fee for Company Let Management is a percentage of the rent received from the Corporate Tenant each month, at the rate set out in the Fee Schedule. No letting fee, inventory fee or check-out fee is charged in respect of a Company Let. The Fee Schedule will state whether the Management Fee is inclusive or exclusive of VAT; where it does not, clause 7.1(b) applies and the Management Fee is exclusive of VAT. The Agency will deduct the Management Fee, any agreed Charges and disbursements, and any Non-Resident Landlord Scheme withholding under clause 3.14 from the rent received before remitting the balance to the Client, accounting to the Client by monthly statement.
7.2 The fee for full management of a serviced accommodation Property varies, depending on multiple factors. The fee is outlined in the attached order form. This fee 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.
7.3 The Agency reserves the right to charge the Management Fee during periods of vacancy unless such vacancy arises directly from demonstrable Agency negligence, or significant market disruption evidenced by independent market analysis or official economic reports. This includes, but is not limited to, periods of refurbishment or repairs following unforeseen events such as flooding or other property damage. The Management Fee will not be charged during any 12-month restricted period during which, following the Client’s recovery of possession under Ground 1 or Ground 1A of Schedule 2 to the Housing Act 1988, the Agency is prohibited by section 16E of that Act from marketing or re-letting the Property.
7.4 If the Client would like the agent to apply for a HMO licence or Selective Licence on their behalf, an administration fee as stated in the Fee Schedule 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 7.4(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.
7.5 The Agency reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date, by the greater of 3% or the percentage increase in the Consumer Prices Index including owner occupiers’ housing costs (CPIH) published by the Office for National Statistics over the preceding 12-month period. This clause governs the Agency’s Charges only and is distinct from any increase in the rent payable by a tenant, which is governed by clause 7.12.
7.6 The Agency shall invoice the Client on a monthly basis.
7.7 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.
7.8 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 10, 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 7.8 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%.
7.9 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).
7.10 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
7.11 All client monies are held in a designated client account with National Westminster Bank plc (NatWest) in the name of Purseglove Property Limited, and are received, held and disbursed through the PayProp client-money and payment platform. No interest is payable to the Client on monies so held. The Agency maintains Client Money Protection through its membership of the UK Association of Letting Agents (UKALA) Client Money Protection scheme; in addition, client money received, held and disbursed through PayProp is protected under PayProp’s own Client Money Protection scheme. Cover is at an unlimited level and evidence is available on request. Once the Private Rented Sector Landlord Ombudsman scheme is in force, any per-property membership fee is a Client cost handled through the client account or recharged at cost.
7.12 Rent increases. Any increase in the rent payable by a tenant under a managed tenancy will be effected solely by a notice served under section 13 of the Housing Act 1988 in the prescribed form, giving the tenant at least two months’ notice, and no more than once in any 52-week period. Where instructed, the Agency will assess the open market rent and prepare and serve the section 13 notice on the Client’s behalf. The Agency does not warrant that any proposed increase will be accepted by the tenant or upheld by the First-tier Tribunal, which may not determine a rent higher than that proposed, will not backdate the increase, and, in cases of undue hardship to the tenant, may direct a later start date falling no more than two months after the date of the tribunal’s determination. The Agency’s charge for rent-review work is set out in the Fee Schedule and is payable once per tenancy year. The Agency will not include or operate any rent-review, index-linking or automatic-escalation clause in any tenancy it issues, such terms being of no effect under section 13(4A) of the Housing Act 1988.
7.13 Rent in advance. The Agency will not require, invite, encourage or accept any payment of rent before a tenancy is entered into. Once the tenancy agreement is signed and before the tenancy starts, the Agency may collect only the initial rent for the first rent period (or, for rent periods shorter than a month, rent up to the end of the initial 28-day period). Advance rent will not be requested or used as a substitute for affordability referencing, which is assessed on income and, where required, guarantors only. Any tenancy term requiring rent to be paid in advance of its due date is of no effect, and where rent has been collected covering days after a tenancy ends the Agency will repay the apportioned excess to the tenant. (The pre-tenancy prohibition and associated penalties under the Tenant Fees Act 2019 take full effect on the date those provisions are commenced by regulations.)
7.14 Advertised rent and rental bidding. The marketing carried out under the letting fee will publish a single specific asking rent on all written advertisements and offers. Neither the Agency nor the Client will invite, encourage or accept any offer to pay rent above that stated rent, and the Agency will decline any instruction to run a bidding, ‘offers over’ or best-and-final process. (This clause takes full effect on the date sections 56 and 57 of the Renters’ Rights Act 2025 are commenced by regulations.)
8. DATA PROTECTION
8.1 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 and prospective tenants of the Property;
(b) bank details of tenants of the Property;
(c) transaction details of tenants of the Property;
(d) where the Client is an individual, the Client’s identification and contact details and details of the Property required to make and maintain a landlord entry and a dwelling entry on the Private Rented Sector Database, to the extent required once the relevant provisions of the Renters’ Rights Act 2025 commence; and
(e) complaint and correspondence details of tenants, prospective tenants and former tenants shared with a redress scheme of which the Agency is a member and, once the relevant provisions commence, the Private Rented Sector Landlord Ombudsman.
8.2 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.
8.3 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.
8.4 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;
(c) process the Shared Personal Data only for the Agreed Purposes;
(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.
Nothing in this clause 8.4 prevents a party disclosing Shared Personal Data where required to do so to comply with a legal obligation, including (once in force) to the operator of the Private Rented Sector Database or the administrator of an approved Private Rented Sector Landlord Ombudsman / landlord redress scheme.
8.5 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;
(c) provide the other party with reasonable assistance in complying with 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) 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;
(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
(g) 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, except where and to the extent the party is required or reasonably needs to retain the Shared Personal Data to comply with a legal or regulatory obligation or to evidence compliance with the Renters’ Rights Act 2025 and regulations made under it (including retention of hazard-response and repair records to support the statutory ‘all reasonable endeavours’ defence, records required for continued redress-scheme membership, and records that may be required in connection with any financial penalty or rent repayment order), in which case the retaining party shall continue to hold that data in accordance with this clause 8 for no longer than necessary;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this clause; and
(j) 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.
8.6 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 9.
8.7 Private Rented Sector Database. Once the relevant provisions of the Renters’ Rights Act 2025 come into force, the Client authorises the Agency to share the Client’s and the Property’s personal and registration data with the operator of the Private Rented Sector Database, and to quote in written advertisements the unique identifiers allocated by the operator, to the extent necessary to comply with section 82 of that Act, the lawful basis for such disclosure being compliance with a legal obligation. The Client warrants that all information it supplies for a landlord entry or dwelling entry is accurate and not false or misleading (section 92), and the continuing duty to maintain active PRS Database entries under section 82(3) rests with the Client as residential landlord. The Client shall indemnify the Agency against any liability arising from inaccurate or incomplete information supplied by the Client, such liability under this indemnity being subject to the limits set out in Clause 9.
8.8 Landlord Ombudsman and redress schemes. Once the relevant provisions of the Renters’ Rights Act 2025 come into force, each party authorises the other to disclose personal data relating to tenants, prospective tenants and former tenants (including complaint and correspondence data) to any approved Private Rented Sector Landlord Ombudsman or landlord redress scheme, and to the Agency’s own approved redress scheme, to the extent necessary to comply with those schemes’ rules and to respond to a complaint. Where a complaint is investigated jointly by the Landlord Ombudsman and the Agency’s redress scheme, both parties shall co-operate with the investigation and share such personal data as is reasonably required, in each case in accordance with the Data Protection Legislation.
9. LIMITATION OF LIABILITY
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in this clause 9 shall limit the Client’s payment obligations under the Contract.
9.3 Nothing in the Contract limits or excludes any liability which cannot legally be limited or excluded, including, but not limited to, liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) any financial penalty, fine, Rent Repayment Order or other sanction imposed on the Agency by a court, tribunal or local housing authority under the Renters’ Rights Act 2025 or the Housing Act 1988, Housing Act 2004, Housing and Planning Act 2016 or Tenant Fees Act 2019 (each as amended), which arises from the Agency’s own act or omission.
Nothing in this clause 9 shall be read as an attempt by either party to exclude, cap or transfer any such statutory penalty.
9.4 Subject to clause 9.3, the Agency is not 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 with reasonable care and skill in accordance with these Conditions and applicable law. The Agency will act only on the Client’s instructions given in writing where those instructions concern the service of any statutory notice, the selection of a ground for possession, the marketing or re-letting of the Property, the setting or advertising of rent, or the taking of any pre-tenancy payment. The Agency is not obliged to act on, and will decline, any instruction that would require it to act unlawfully (including in breach of the Renters’ Rights Act 2025 or the Housing Act 1988 as amended), and no such declined instruction shall be a breach by the Agency. The Client must comply with the obligations and requirements of the various safety and housing legislation and regulations that apply to let properties.
9.5 Subject to clause 9.3 (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 months’ Management Fee in respect of that Property; and
(b) in respect of any other services provided, is capped at the Charges in respect of those services.
This cap applies to the Agency’s liability to the Client only. It does not apply to and does not purport to cap any financial penalty, fine, Rent Repayment Order, tribunal award or tenant compensation imposed on the Agency by a court, tribunal, ombudsman or local housing authority, nor any sum the Agency is liable to pay the Client in respect of such a penalty or Rent Repayment Order to the extent it is caused by the Agency’s own negligence or default; each of these stands outside this cap and is dealt with under clause 9A.
9.6 Subject to clause 9.2 (No limitation of Client’s payment obligations) and clause 9.3 (Liabilities which cannot legally be limited), this clause 9.6 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(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.
For the avoidance of doubt, nothing in this clause 9.6 excludes any sum the Agency is liable to make good to the Client under any express statutory-allocation or indemnity provision of the Contract (including clause 9A).
9A. Allocation of statutory liability under the Renters’ Rights Act 2025
9A.1 This clause 9A allocates, as between the Client and the Agency, liability for any financial penalty, fine, Rent Repayment Order or other statutory sanction imposed under the Renters’ Rights Act 2025 or the Housing Act 1988, Housing Act 2004, Housing and Planning Act 2016 or Tenant Fees Act 2019 (each as amended) in connection with a Property or the Contract.
9A.2 To the extent that any such penalty, Rent Repayment Order, fine or liability arises from the Client’s act, omission, default or breach of a statutory duty resting on the Client as landlord (including failure to register or maintain entries on the Private Rented Sector Database, to maintain Landlord Ombudsman membership, to fund or authorise works required to meet the Client’s property-condition duties, or the giving of an unlawful instruction), the Client shall bear that liability and shall indemnify the Agency against it.
9A.3 To the extent that any such penalty, Rent Repayment Order, fine or liability arises from the Agency’s own act, omission, default or negligence as a Relevant Person (including defective notice service, misuse of a ground for possession, unlawful discrimination, rental bidding, taking prohibited rent in advance, or breach of a section 16E restricted period), the Agency shall bear that liability and shall indemnify the Client against it.
9A.4 Where a penalty, Rent Repayment Order or liability is caused by the acts or omissions of both parties, each party shall bear it in proportion to its respective responsibility.
9A.5 The Agency remains solely liable for any statutory penalty, fine or offence imposed on the Agency for its own contravention, which the Client is not required to indemnify.
9A.6 Notwithstanding clause 9.6 and clause 10 (Indemnity), nothing in the Contract requires the Client to indemnify the Agency against, and the Agency shall not recover from the Client, any financial penalty, Rent Repayment Order or fine to the extent it arises from the Agency’s own act, omission, default or negligence as set out in clause 9A.3; and the exclusions in clause 9.6 do not limit either party’s right to recover under clause 9A.2 or 9A.3.
9A.7 Where either party has previously been convicted, penalised or had a Rent Repayment Order made against it for a relevant offence, the parties acknowledge that a further Rent Repayment Order for the same offence must be made at the maximum, and each party undertakes to prioritise prompt remediation of any first penalty, notice or order so as to avoid a maximum second order.
9.7 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.
9.8 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. This clause 9.8 does not apply to a claim by the Client against the Agency under clause 9A (Allocation of statutory liability under the Renters’ Rights Act 2025) arising from a rent repayment order, civil penalty or other statutory sanction imposed on the Client. For any such claim, the notice period shall start on the day the Client became, or ought reasonably to have become, aware of the relevant rent repayment order, penalty or statutory claim, and shall expire 12 months from that date.
9.9 This clause 9 shall survive termination of the Contract.
10. INDEMNITY
10.1 Subject to clause 9A, 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 or of any statutory duty resting on the Client as landlord.
10.2 The Client acknowledges that where possession of a Property is recovered on Ground 1 (occupation by the landlord or a close family member) or Ground 1A (sale) of Schedule 2 to the Housing Act 1988, section 16E of that Act prohibits the letting or marketing to let of that Property for the 12-month restricted period. The Client warrants that any instruction to let or market a Property is lawful, and agrees that the Agency is not obliged to act on, and may refuse, any instruction that would breach that restricted period, the tenancy deposit rules, or (once in force) the requirement to register the landlord and dwelling on the Private Rented Sector Database. The Client shall indemnify the Agency against any penalty, Rent Repayment Order, cost or liability arising from the Client requiring the Agency to act, or from the Client acting, in breach of section 16E, save to the extent the breach results from the Agency’s own default.
10.3 The indemnity in clause 10.1 does not apply, and the Agency shall remain solely liable, to the extent that any loss, cost, fine, penalty, Rent Repayment Order or liability arises from the Agency’s own negligence, default, or breach of a statutory duty imposed on the Agency in its own right (including as a ‘relevant person’ under the Housing Act 1988 as amended by the Renters’ Rights Act 2025, the Tenant Fees Act 2019, or the anti-discrimination and rental-bidding provisions of the Renters’ Rights Act 2025). Nothing in this clause requires the Client to indemnify the Agency against a civil penalty or criminal fine imposed on the Agency for the Agency’s own contravention.
10.4 Where the Agency acts on the Client’s specific written instruction having first warned the Client in writing that the instruction may be unlawful or expose either party to a penalty, and the Client nonetheless requires the Agency to proceed, clause 10.1 shall apply to any resulting liability except a penalty imposed for the Agency’s own default.
11. TERMINATION
11.1 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. Where the Client terminates the Services without giving the required two months’ written notice, or where the Agency terminates the Services on account of the Client’s material breach, the Client shall pay an early termination fee as a genuine pre-estimate of the Agency’s loss of management income and wind-down costs over the two-month notice period. The fee is the sum required to bring the management fees received by the Agency in respect of that notice period up to the equivalent of the management charge on two months’ rent calculated at 100% occupancy, based on the most recent rent achieved on the relevant unit (or, for serviced accommodation, two months’ management fee at the average nightly rate for the Property at 100% occupancy), after giving credit for any management fees that accrue for services actually provided during any notice period given. This fee relates to the Client’s termination of this Contract and is not a charge relating to any tenancy, and will be deducted from monies held on account prior to final remittance.
11.2 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.
11.3 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.
11.4 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 11.2(c) or clause 11.2(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 11.2(b).
11.5 Any tenant sourced by the Agency will hold an assured tenancy which, under the Housing Act 1988 (as amended by the Renters’ Rights Act 2025), is periodic and has no fixed term. A change of managing agent does not affect the tenant’s tenancy, which continues on its existing terms. Where the Client wishes to terminate this Contract, the tenant is under no obligation to end their tenancy; should the tenant choose to do so, they may end it only by giving not less than two months’ written notice expiring on any date (or such shorter period, not exceeding two months, as the landlord agrees in writing), in accordance with section 5 of the Protection from Eviction Act 1977. The Agency will not impose, and no provision of these Conditions shall bind the tenant as to, the form or method of any such notice.
11.6 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 that are arranged directly by the Client or their appointed representatives, without prior written coordination via the Agency, will be deemed an early termination, triggering the early termination fee set out in clause 11.1.
11.7 Where the Order specifies that the Company Let Management Services are to continue for the fixed term of a Company Let (or for any other minimum or fixed term stated in the Order), the Agency’s appointment is co-terminous with that term, and the two months’ notice right in clause 11.1 does not apply to the Client during that term. If, before the end of that term, the Client terminates the Company Let Management Services or the Agency terminates them on account of the Client’s material breach, the Client shall pay, as a genuine pre-estimate of the Agency’s loss of the bargain, a sum equal to the management fees that would have become payable to the Agency over the remainder of the term had the Services continued (calculated on the rent payable by the Corporate Tenant under the Company Let), giving credit for the Agency’s early receipt of that sum and for any directly attributable costs the Agency saves by not providing the Services for the remainder of the term. This clause 11.7 does not apply where the Agency terminates other than for the Client’s material breach, or where the Client terminates on account of the Agency’s material breach. Clause 11.5 does not apply to a Company Let, there being no assured tenant sourced by the Agency. On termination or expiry of the Company Let Management Services while the Company Let continues, the Agency will account to the Client for all sums held, and the Client may direct the Corporate Tenant to pay rent directly to the Client or to a newly appointed agent.
12. CONSEQUENCES OF TERMINATION
12.1 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;
12.2 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.
12.3 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.
12.4 Where a tenancy of a Property ends and rent has been collected in respect of days falling after the end of that tenancy, the Agency will, on the Client’s behalf, apportion and repay to the tenant the part of the rent relating to those days, in accordance with section 14ZC of the Housing Act 1988. Any such repayment will be reflected in the Client’s monthly statement and deducted from monies held on account.
12.5 On termination or expiry of the Contract, responsibility for ongoing statutory compliance in respect of each Property reverts to the Client (or any successor agent the Client appoints), including maintaining any Private Rented Sector Database entries and Landlord Ombudsman membership (once those requirements are in force), observing any subsisting 12-month restriction on re-letting or marketing following possession recovered on Ground 1 or 1A of Schedule 2 to the Housing Act 1988, and serving any outstanding statements or notices. The Agency will provide the Client with reasonable information in its possession to enable that continuing compliance.
13. GENERAL
13.1 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.
13.2 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.
13.3 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 13.3(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 13.3; 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.
13.4 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.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
13.5 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). This clause does not limit the Agency’s change-of-law amendment power under clause 3.4, which is cumulative with this clause.
13.6 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.
13.7 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 13.7 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.
13.8 Dispute Resolution
Should a dispute arise under this Contract, the parties agree initially to negotiate in good faith. If resolution cannot be achieved within 30 days, the parties shall engage in mediation facilitated by a mutually agreed professional mediator. Only after mediation has been attempted may either party initiate legal proceedings.
13.9 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 13.9(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 13.9 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.
13.10 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.
13.11 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.
13.12 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.
13.13 Complaints
Any complaints regarding the Management Services should be directed to hello@purseglove.co.uk. The Agency will acknowledge receipt within 5 Business Days and provide a substantive response within 20 Business Days. Complaints about the Agency’s own conduct may be escalated to the Property Redress Scheme, the Agency’s own approved redress scheme. Separately, once the relevant provisions of the Renters’ Rights Act 2025 are in force, complaints about the Client’s conduct as landlord may be made to the approved Private Rented Sector Landlord Ombudsman, which the Client will be required by law to join once RRA 2025 s.64 is commenced (see clause 13.15). Where a complaint concerns both the Agency and the Client, the two schemes may investigate jointly and issue a joint decision. The two channels are separate, and the Agency’s membership of the Property Redress Scheme does not discharge the Client’s own Landlord Ombudsman duty.
13.14 Electronic Signatures
The parties agree that the Contract may be executed by electronic signature (including, but not limited to, DocuSign, Adobe Sign, or similar platforms) and that such electronic signatures shall be legally binding and have the same effect as original handwritten signatures. Each party acknowledges that by applying their electronic signature, they intend to sign, accept, and be bound by the terms of the Contract.
13.15 Landlord Ombudsman membership
(a) The Client acknowledges that, from the date the relevant provisions of the Renters’ Rights Act 2025 are in force, a residential landlord is required by law to be and remain a member of the approved Private Rented Sector Landlord Ombudsman scheme, including where the property is managed by an agent.
(b) The Client warrants that it is, or will become before any Property is marketed, a member of the approved Landlord Ombudsman scheme, will maintain that membership throughout the Contract and for any run-off period prescribed by regulations, will comply with the Ombudsman’s decisions, and will keep any relevant property information provided to the scheme up to date.
(c) The Agency shall not be obliged to market or let a Property while the Client is not a member of the approved scheme, and any resulting delay shall not be a breach by the Agency.
(d) The annual per-property Ombudsman membership fee (set by regulations and subject to change) is a cost of the Client, payable directly or recharged at cost, and is separate from the Management Fee.
(e) The Client shall indemnify the Agency against any financial penalty, rent repayment order or other liability arising from the Client’s failure to join or maintain membership or to provide accurate information to the scheme.
This clause takes effect on the date the membership duty is commenced by regulations.
13.16 Referral fees and conflicts of interest
13.16.1 The Agency may from time to time receive referral fees, commissions or other benefits from third parties (including Corporate Tenants, operators, contractors, insurers, brokers and other service providers) in connection with the Management Services or the Property. Any such payment is received by the Agency for its own account, does not affect the Management Fee or Charges payable by the Client, and does not relieve the Agency of its duty to act in the Client’s best interests.
13.16.2 Where the Agency has a commercial relationship with a Corporate Tenant or operator to whom the Property is, or is proposed to be, let, the Agency will disclose the existence of that relationship to the Client. Details of any referral fee or commission received by the Agency in respect of the Client’s Property are available to the Client on request.
13.17 Enforcement co-operation and notification
Both parties shall co-operate with any investigation by a local housing authority or other regulator in connection with the Property or the Contract, including the production of records, client-money-protection and accountant information, and access to premises where lawfully required. Each party shall notify the other promptly of any notice of intent, final notice, Rent Repayment Order application, prosecution or entry request affecting the Property or the Contract. The parties note that a local authority’s notice of intent to impose a financial penalty must generally be given within 6 months of the authority having sufficient evidence, and that a right of appeal against a final notice lies to the First-tier Tribunal.
VERSION HISTORY
| Version | Date | Changes |
|---|---|---|
| 1.0 | Original | Initial version |
| 2.0 | – | Updates to management services |
| 3.0 | – | HMO provisions enhanced |
| 4.0 | – | Emergency actions clause added |
| 5.0 | – | Vacancy fees clarification, contractor liability clarification, statutory notice handling |
| 6.0 | December 2024 | Added Complaints clause (13.13), added Electronic Signatures clause (13.14), aligned with Property Sourcing and Project Management T&Cs |
| 7.0 | July 2026 | Renters’ Rights Act 2025 update: re-based the whole agreement on periodic assured tenancies (abolition of assured shorthold tenancies and Section 21) and re-scoped the Agency as a ‘relevant person’ with direct statutory duties (new/amended 1.1 definitions, 2.6, 3.16, 3.21, 3.21A, 3.21B, 3.22, 3.22A, 3.22B, 11.5). Added Awaab’s Law / Decent Homes hazard-response (3.13A, 3.19, 3.20, 4.1, 4.2, 5.1), the mandatory Pet requests clause (3.22C), anti-discrimination and rental-bidding / rent-in-advance obligations (6.1(l)-(n), 6.1(e), 6.1(i), 6.2(d)), deposit and possession preconditions (6.1(g), 6.1(h)), section 13 rent increases and advertised-rent rules (7.12-7.14), PRS Database and Landlord Ombudsman data-sharing (8.1, 8.4, 8.7, 8.8), a fault-based statutory-liability allocation clause (9A) with consequential limitation/indemnity amendments (9.3-9.6, 9.8, 10.1-10.4), post-termination rent apportionment and compliance hand-back (12.4, 12.5), and the Landlord Ombudsman, referral-fees and enforcement-co-operation clauses (13.13, 13.15, 13.16, 13.17). Folded in the Company Let service type (definitions, 3A, 7.1(e), 11.7). Final editorial pass: named the CPI benchmark and cap and corrected the duplicated wording in the annual Charges-increase mechanism (7.5), aligned the section 13 tribunal-deferral wording to the two-months-from-determination cap (7.12), and standardised the redress-scheme footer strapline. |
Purseglove Property Limited
Company No. 12162375
Member of the UK Association of Letting Agents and of the Property Redress Scheme (the Agency’s own approved redress scheme)
Property Sourcing Terms & Conditions
Version 5.0
These terms and conditions apply when you ask us to provide property sourcing services. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 6 (LIMITATION OF LIABILITY).
1. INTERPRETATION
1.1 Definitions
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 of the Property Redress Scheme, the Agency’s own approved redress scheme for complaints about the Agency’s own conduct. Membership of the Property Redress Scheme is distinct from any obligation on a landlord to be a member of the Private Rented Sector Landlord Ombudsman scheme (established under sections 64 and 65 of the Renters’ Rights Act 2025) in respect of the letting of a property, which is not a matter arising under these Conditions.
Area: the geographical area in which the Agency sources Property as set out in the Order.
Assured Tenancy: an assured tenancy under the Housing Act 1988 as amended by the Renters’ Rights Act 2025, being a periodic tenancy (fixed-term assured tenancies having no effect and assured shorthold tenancies having been abolished, in each case with effect from the commencement of the relevant provisions of the Renters’ Rights Act 2025). Where a Property is let, the full periodic and rent-period mechanics of an assured tenancy are set out in the Purseglove Property Management Terms and Conditions.
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 4.2.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.
Connected Person: (a) any company, partnership, trust or other entity in which the Client has a beneficial interest or of which the Client is a director, partner, trustee or controller; (b) any spouse, civil partner, cohabitee or family member of the Client; (c) any person acting as agent, nominee or on behalf of the Client; or (d) any person with whom the Client acquires a joint legal or beneficial interest in a Property.
Contract: the contract between the Agency and the Client for the supply of Property Sourcing Services in accordance with these Conditions.
Credit: a non-transferable, non-cashable credit against future Fees, issued in accordance with clause 5.9.
Deal Information: property information packs, yield calculations, comparable sales data, and other information provided by the Agency to assist the Client in evaluating Properties.
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.
Housing Act 1988: the Housing Act 1988 as amended from time to time, including by the Renters’ Rights Act 2025.
Initial Valuation: the valuation figure acknowledged when a Property is first presented to the Client, being (a) an official RICS survey valuation dated within 6 months; (b) a desktop valuation provided by an approved third-party valuer; or (c) the publicly listed asking price.
Memorandum of Sale: written confirmation from the Seller or their agent that an offer has been accepted and solicitors instructed by both parties.
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 residential property that may be identified as part of the Property Sourcing Services, including properties available through private treaty, off-market transactions, auction, or repossession sales, but excluding commercial property and undeveloped land.
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.
Renters’ Rights Act 2025: the Renters’ Rights Act 2025 (2025 c. 26) and any subordinate legislation made under it.
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.
(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.
(c) A reference to writing or written includes fax and email.
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.
2.2 The Order shall only be deemed to be accepted when the Agency issues written acceptance of the Order and the engagement fee specified in the Order has been received in cleared funds, 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 Property Sourcing 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.
2.6 Statutory basis and change of law. These Conditions are to be read in the context of the law of England and Wales as amended from time to time, including the Renters’ Rights Act 2025 and the Housing Act 1988 as amended by it. Where a Property sourced under these Conditions is subsequently let, the Client acknowledges that any assured tenancy will be a periodic tenancy under the Housing Act 1988 as amended by the Renters’ Rights Act 2025 (fixed-term assured tenancies having no effect and assured shorthold tenancies having been abolished, in each case with effect from the commencement of the relevant provisions of the Renters’ Rights Act 2025), and that the letting, management and any tenancy documentation for that Property fall outside the Property Sourcing Services and, where the Agency is engaged for them, are governed by the Purseglove Property Management Terms and Conditions. Where the Client also engages the Agency under the Purseglove Property Management Terms and Conditions or the Purseglove Project Management Terms and Conditions, those Conditions carry the equivalent statutory basis set out in this clause.
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 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 8.
3.4 For the avoidance of doubt the Property Sourcing Services and Agency’s role does not include the following services:
(a) inspection, survey or valuation of the Property or its fixtures and fittings;
(b) insurance arrangements;
(c) sourcing funding or mortgage advice for the purchase of the Property;
(d) environmental investigations;
(e) investigations of adjoining properties or neighbouring land;
(f) legal advice of any kind, including review of auction legal packs;
(g) tax advice, including in relation to Stamp Duty Land Tax, capital gains or non-resident tax obligations;
(h) letting of the Property; or
(i) 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 3.4 (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 times 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 (including the Renters’ Rights Act 2025 and any regulations or commencement orders made under it), 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.
Deal Information
3.9 Deal Information:
(a) The Agency may provide the Client with Deal Information to assist in evaluating Properties.
(b) Deal Information is compiled from third-party sources including online property portals, Land Registry data, and publicly available records. Whilst the Agency uses reasonable endeavours to ensure accuracy, the Agency:
(i) does not warrant or guarantee the accuracy, completeness or reliability of any Deal Information;
(ii) does not accept responsibility for errors, omissions or inaccuracies in third-party data; and
(iii) provides Deal Information for general guidance only and not as professional advice.
(c) The Client acknowledges and agrees that:
(i) the Client is solely responsible for conducting their own due diligence on any Property, including instructing independent surveys, valuations, legal searches, and obtaining professional advice;
(ii) the Client shall not rely on Deal Information as a substitute for their own investigations;
(iii) any projections, yields, or returns indicated in Deal Information are estimates only and are not guaranteed; and
(iv) the Agency shall have no liability for any loss arising from the Client’s reliance on Deal Information.
Initial Valuation
3.10 Initial Valuation:
(a) When presenting a Property to the Client, the Agency shall provide an Initial Valuation and identify its source.
(b) The Initial Valuation shall be used as the reference point for calculating any negotiation-related fees specified in the Order.
(c) The Client shall have 5 Business Days from receipt of the Initial Valuation to dispute the figure in writing, providing supporting evidence. If no dispute is raised within this period, the Initial Valuation shall be deemed accepted.
Auction Properties
3.11 Auction Properties:
(a) Where the Agency introduces a Property available at auction, the Client acknowledges that:
(i) auction timescales are compressed and the Agency cannot guarantee sufficient time for full due diligence prior to bidding;
(ii) the Client is solely responsible for reviewing the auction legal pack and satisfying themselves as to title, condition and all matters disclosed therein;
(iii) the fall of the hammer (or acceptance of an online bid) creates an immediately binding contract; and
(iv) the relevant Fee shall become payable upon the fall of the hammer regardless of whether completion subsequently occurs, unless the auction is subsequently rescinded by the auctioneer.
(b) The Agency strongly recommends that the Client obtains independent legal advice before bidding at auction.
Off-Market Properties
3.12 Where the Agency introduces an off-market Property, the Client shall:
(a) maintain strict confidentiality regarding the Property, its location, the Seller’s identity, and the terms of any proposed transaction;
(b) not approach the Seller or their representatives directly without the Agency’s prior written consent; and
(c) not disclose details of the Property to any third party without the Agency’s prior written consent.
Conflicts of Interest
3.13 Conflicts of Interest:
(a) The Agency may source the same or similar Properties for multiple clients. The Agency shall use reasonable endeavours to manage such situations fairly, but shall not be liable where the same Property is offered to or purchased by another client.
(b) The Agency shall disclose to the Client any material interest the Agency (or its directors or employees) has in a Property, or any financial relationship with the Seller, developer, or their agent beyond the normal course of the Agency’s business.
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) provide the Agency with all identification and verification documentation required to comply with Anti-Money Laundering legislation, including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and provide satisfactory evidence of the source of funds for any proposed purchase. The Agency reserves the right to suspend or terminate the Property Sourcing Services immediately and without liability if the Client fails to provide satisfactory documentation within 10 Business Days of request, or if the Agency has any concerns regarding the legitimacy or source of funds.
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;
(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 4.2; 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.
Overseas Clients
4.3 Where the Client is resident or domiciled outside the United Kingdom:
(a) the Client shall provide such additional identification and verification documentation as the Agency may require, which may include certified copies of documents and additional proof of address;
(b) the Client acknowledges that additional tax obligations may apply to non-UK residents purchasing UK property, including the Non-Resident Stamp Duty Land Tax surcharge, and that the Agency does not provide tax advice;
(c) all Fees shall be payable in pound sterling, and any currency conversion costs or international transfer fees shall be borne by the Client;
(d) the Client shall provide a UK correspondence address for the service of notices, or accept that notices sent by email to the address provided in the Order shall constitute valid service; and
(e) the Agency may require cleared funds to be received in advance of services being provided.
5. FEES AND PAYMENT
5.1 The Fees payable for the Property Sourcing Services will be agreed between the Parties and set out in the Order. Fees may include (without limitation):
(a) engagement fees payable prior to commencement of services;
(b) success fees payable upon achievement of specified milestones; and
(c) negotiation fees calculated by reference to savings achieved against the Initial Valuation.
The Order shall specify the fee structure, amounts, payment triggers, and any terms regarding Credits.
5.2 All Fees are exclusive of VAT, which is charged in addition at the prevailing rate.
5.3 The Fees shall be payable by the Client whether the Client (or any Connected Person) purchases the Property directly or indirectly, or through any corporate structure, trust, or nominee arrangement.
5.4 The Client shall pay each invoice submitted by the Agency:
(a) in pound sterling;
(b) in respect of engagement fees, prior to commencement of the Property Sourcing Services (and receipt of cleared funds is a condition precedent to the Contract coming into existence);
(c) in respect of all other Fees, within 14 days of the date of the invoice; and
(d) in full and in cleared funds to a bank account nominated in writing by the Agency.
Time for payment shall be of the essence of the Contract.
5.5 If the Client fails to make a payment due under the Contract by the due date, the Client shall pay interest on the overdue sum from the due date until payment, whether before or after judgment. Interest will accrue daily at 4% per annum above the Bank of England base rate, or at 4% per annum if the base rate is below 0%.
5.6 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).
Introduction Protection
5.7 Introduction Protection:
(a) The Fees shall be payable by the Client in respect of any Property introduced by the Agency where the Client (or any Connected Person) acquires any legal or beneficial interest in that Property:
(i) at any time during the term of this Contract; or
(ii) within 24 months following termination or expiry of this Contract.
(b) A Property shall be deemed to have been “introduced” by the Agency if the Agency provided details of that Property to the Client by any means, whether or not the Client subsequently viewed the Property or entered into negotiations.
(c) The Client shall notify the Agency in writing within 7 days of a Memorandum of Sale being issued on any Property introduced by the Agency during the 24-month period following termination.
Transaction Fees
5.8 Transaction Fees:
(a) Where a transaction proceeds to Memorandum of Sale but subsequently fails to complete through no fault of the Client or the Agency (including but not limited to Seller withdrawal, failed searches, or unacceptable survey findings), the Client may elect to receive a Credit for any success fee and/or negotiation fee paid, to be applied against Fees on a future transaction.
(b) Where a transaction fails to complete due to the Client’s decision not to proceed after Memorandum of Sale (other than for reasons in clause 5.8(a)), no refund or Credit shall be due.
(c) Where a transaction fails to complete due to any act, omission, or failure by the Agency to meet its service obligations, the Client shall be entitled to a refund of any Fees paid in respect of that transaction. This is the sole circumstance in which a cash refund shall be provided.
Credits
5.9 Credits:
(a) Where a Credit is issued under these Conditions or the Order, such Credit:
(i) may only be applied against future Fees for Property Sourcing Services;
(ii) is non-transferable and may not be assigned to any third party;
(iii) has no cash value and cannot be redeemed for money;
(iv) must be utilised within 24 months of issue, after which it shall expire without notice; and
(v) shall be applied in chronological order of issue (oldest first).
(b) In the event of termination of the Contract by the Agency due to Client Default under clause 4.2 or non-payment under clause 8.2, all Credits shall be forfeited immediately.
(c) The Agency shall maintain records of Credits issued and utilised, and shall provide a statement to the Client upon reasonable request.
Multiple Properties
5.10 Each Property acquisition shall constitute a separate transaction for the purposes of Fee calculation. Any portfolio or volume discounts must be expressly agreed in writing in the Order.
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
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
6.4 Subject to clause 6.3 (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 6.2 (No limitation of Client’s payment obligations) and clause 6.3 (Liabilities which cannot legally be limited), this clause 6.5 sets out the types of loss that are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill;
(g) indirect or consequential loss;
(h) any loss arising from the Client’s reliance on Deal Information, projections, yield calculations, or estimated returns;
(i) any loss arising from the Client’s failure to conduct independent due diligence on a Property;
(j) any loss arising from auction purchases, including failure to complete or penalties imposed by the auctioneer; and
(k) any difference between the actual performance of a Property and any projections or estimates provided.
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:
(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.
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 8.1(c) or clause 8.1(d), or the Agency reasonably believes that the Client is about to become subject to any of them; or
(c) the Agency reasonably believes that the Client is about to become subject to any of the events listed in clause 8.1(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 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.
9.3 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 Property Sourcing Services shall remain in full force and effect, including but not limited to clause 5.7 (Introduction Protection), clause 5.9 (Credits), clause 6 (Limitation of Liability), and clause 7 (Indemnity).
10. GENERAL
10.1 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.
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.
(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.
10.3 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 10.3(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 10.3; 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.
10.4 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.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
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
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.
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 is 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
(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 10.8(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 10.8 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 Dispute Resolution
Should a dispute arise under this Contract, the parties agree initially to negotiate in good faith. If resolution cannot be achieved within 30 days, the parties shall engage in mediation facilitated by a mutually agreed professional mediator. Only after mediation has been attempted may either party initiate legal proceedings.
10.12 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.
10.13 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.
10.14 Data Protection
(a) Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 (“Data Protection Legislation”).
(b) The Agency will process the Client’s personal data in accordance with its Privacy Policy, available at www.purseglove.co.uk/privacy.
(c) The Client consents to the Agency sharing their personal data with third parties where necessary for the performance of the Property Sourcing Services, including estate agents, developers, solicitors, mortgage brokers, and other professional advisers.
(d) Where the Client provides personal data of any third party (including Connected Persons or joint purchasers), the Client warrants that they have obtained all necessary consents to share such data with the Agency and indemnifies the Agency against any claims arising from the Client’s failure to obtain such consents.
10.15 Complaints
(a) If the Client wishes to make a complaint, they should contact the Agency in writing at hello@purseglove.co.uk.
(b) The Agency operates an internal complaints procedure and will acknowledge complaints within 3 Business Days and provide a full written response within 15 Business Days.
(c) The Agency is a member of the Property Redress Scheme, which is the Agency’s own approved redress scheme for complaints about the Agency’s own conduct in providing the Property Sourcing Services. If the Client remains dissatisfied following the internal complaints process, they may refer the matter to the Property Redress Scheme at www.theprs.co.uk within 12 months of the Agency’s final response. This scheme is separate from any obligation on a landlord to be a member of the Private Rented Sector Landlord Ombudsman scheme (established under sections 64 and 65 of the Renters’ Rights Act 2025) when letting a property; any such obligation does not arise under these Conditions.
10.16 Electronic Signatures
The parties agree that this Contract may be executed by electronic signature (including DocuSign, Adobe Sign, or similar platforms) and that such electronic signatures shall be legally binding and have the same effect as handwritten signatures.
VERSION HISTORY
| Version | Date | Changes |
|---|---|---|
| 1.0 | Original | Initial version |
| 2.0 | – | Updated terms |
| 3.0 | – | Enhanced provisions |
| 4.0 | December 2025 | Added: Deal Information (3.9), Initial Valuation (3.10), Auction Properties (3.11), Off-Market Properties (3.12), Conflicts of Interest (3.13), Overseas Clients (4.3), Introduction Protection (5.7), Transaction Fees (5.8), Credits (5.9), Dispute Resolution (10.11), Data Protection (10.14), Complaints (10.15), Electronic Signatures (10.16). Aligned formatting with Property Management and Project Management T&Cs. |
| 5.0 | July 2026 | Renters’ Rights Act 2025 update and cross-document consistency alignment with the Property Management and Project Management T&Cs. Adopted the canonical redress naming across the bundle: the Agency definition (1.1) and Complaints clause (10.15(c)) now distinguish the Agency’s own Property Redress Scheme membership from a landlord’s separate obligation to be a member of the Private Rented Sector Landlord Ombudsman scheme (established under sections 64 and 65 of the Renters’ Rights Act 2025). Added a prudent statutory-basis and change-of-law clause (2.6) recording that the law of England and Wales, including the Renters’ Rights Act 2025 and the Housing Act 1988 as amended, governs any subsequent letting, that any assured tenancy will be a periodic tenancy (fixed-term assured tenancies having no effect and assured shorthold tenancies having been abolished, in each case with effect from the commencement of the relevant provisions of the Renters’ Rights Act 2025), and that letting and management fall outside the Property Sourcing Services. Added defined terms Housing Act 1988, Renters’ Rights Act 2025 and Assured Tenancy (1.1), with a cross-reference to the Property Management T&Cs for the full periodic and rent-period mechanics. Added an express Renters’ Rights Act 2025 commencement hook to the change-of-law amendment power (3.7). No change to fees, scope or liability provisions, this being buy-side purchaser sourcing work outside the lettings regime. |
Purseglove Property Limited
Company No. 12162375
Member of the UK Association of Letting Agents and of the Property Redress Scheme (the Agency’s own approved redress scheme)
Project Management Terms & Conditions
Version 4.0
These terms and conditions apply when you ask us to provide services which include the refurbishment, conversion 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 Definitions
The following definitions and rules of interpretation apply in these Conditions.
Agency: Purseglove Property Limited, a private limited company (Company No. 12162375). The Agency is a member of the UK Association of Letting Agents and of the Property Redress Scheme, which is the Agency’s own government-approved redress scheme covering the Agency’s own conduct. Membership of that scheme is separate from, and does not discharge, any obligation of a landlord Client to be a member of the Private Rented Sector Landlord Ombudsman scheme (established under sections 64 and 65 of the Renters’ Rights Act 2025) in respect of the landlord’s own conduct as a residential landlord.
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 4.2.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5.
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 3.7.
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.
(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.
(c) A reference to writing or written includes fax and email.
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.
2.2 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.
2.6 The parties acknowledge that the Project Management Services are governed by the general law of England and Wales in force from time to time, including (so far as relevant to any subsequent letting of a Property) the Renters’ Rights Act 2025 and the housing and consumer legislation it amends, and that these Conditions carry an equivalent statutory basis to the corresponding provisions of the Purseglove Property Management Terms and Conditions and the Purseglove Property Sourcing Terms and Conditions. Where a change in law, or the coming into force of any statutory provision (including any commencement of, or regulations made under, the Renters’ Rights Act 2025), requires it, the Agency may, as an exception to clause 10.5, vary these Conditions to the extent necessary to comply with that law by giving the Client written notice of the variation. Any reference in these Conditions to a statute or statutory provision is to be read in accordance with clause 1.2(a).
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 Project 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 carrying 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 timeframe 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 do 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 limited to, rectification of minor cracks appearing as plaster fully dries out following extensive plastering. The Client accepts and acknowledges that:
(a) all Works may be subject to latent defects or snagging;
(b) Remedial Work shall be limited to defects arising from the original Works and shall not include damage caused by the Client or third parties, normal wear and tear, issues arising from the Client’s failure to maintain the Property, or defects notified more than 6 months after completion;
(c) where a contractor fails to remedy defects within a reasonable timeframe, the Agency’s liability shall be limited to using reasonable endeavours to assist the Client in pursuing the contractor directly; and
(d) workmanship guarantees and related liabilities rest solely with the contractors or their respective service providers.
Variations to the Works
3.8 Variations to the scope of Works:
(a) If the Client requests changes to the scope of the Works after commencement, or if unforeseen circumstances require additional works, the Agency shall provide a written quotation for the variation.
(b) No variation shall be carried out until the Client has provided written approval of the quotation, except as provided in clause 3.8(c).
(c) Where urgent variations are required to comply with building regulations, health and safety requirements, or to prevent damage to the Property, the Agency may proceed with such works and shall notify the Client within 2 Business Days, providing costs and justification.
(d) All variations shall be documented in writing and shall form part of the Contract.
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;
(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 4.2; 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.
5. CHARGES, PAYMENT AND FEES
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 are exclusive of VAT and VAT is charged in addition at the prevailing rate.
Budget Management
5.3 Budget Management:
(a) The Agency shall notify the Client in writing as soon as reasonably practicable if actual or anticipated costs are likely to exceed the agreed budget by more than 10%.
(b) Where costs exceed the agreed budget due to:
(i) Client-requested variations, the Client shall be liable for additional costs;
(ii) unforeseen site conditions or regulatory requirements, the parties shall discuss and agree how additional costs are allocated; or
(iii) Agency error or omission, the Agency shall bear the additional cost up to the liability cap in clause 6.6.
(c) The Client acknowledges that estimated costs provided prior to commencement are based on reasonable assumptions and may vary due to factors outside the Agency’s control.
5.4 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.
5.5 Payments on account must be cleared no later than 24 hours prior to commencement of each stage in order to avoid delays.
5.6 The Agency reserves the right to increase the Fee on an annual basis with effect from each anniversary of the Commencement Date, by the greater of 3% or the percentage increase in the Consumer Prices Index including owner occupiers’ housing costs (CPIH) published by the Office for National Statistics over the preceding 12-month period.
5.7 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.
5.8 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 8, 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 5.8 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%.
5.9 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
5.10 All client monies are held in a designated client account with Santander in the name of Purseglove Property Limited, for which no interest is payable to the Client. The Agency maintains Client Money Protection through its membership of the UK Association of Letting Agents (UKALA) Client Money Protection scheme, with an unlimited level of cover, evidence of which is available on request.
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 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
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
6.5 Subject to clause 6.4, the Agency is neither directly nor 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 to clause 6.4 (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 6.3 (No limitation of Client’s payment obligations) and clause 6.4 (Liabilities which cannot legally be limited), this clause 6.7 sets out the types of loss that are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(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 month’s 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 timeframe. 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 notice period, reasonable judgement will be used by the Agency in order to 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:
(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.
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 8.2(c) or clause 8.2(d), or the Agency reasonably believes that the Client is about to become subject to any of them; or
(c) the Agency reasonably believes that the Client is about to become subject to any of the events listed in clause 8.2(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
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.
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.
(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.
10.3 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 10.3(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 10.3; 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.
10.4 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.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
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
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.
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 is 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
(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 10.8(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 10.8 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 Dispute Resolution
Should a dispute arise under this Contract, the parties agree initially to negotiate in good faith. If resolution cannot be achieved within 30 days, the parties shall engage in mediation facilitated by a mutually agreed professional mediator. Only after mediation has been attempted may either party initiate legal proceedings.
10.12 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.
10.13 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.
10.14 Data Protection
(a) Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 (“Data Protection Legislation”).
(b) The Agency will process the Client’s personal data in accordance with its Privacy Policy, available at www.purseglove.co.uk/privacy.
(c) The Client consents to the Agency sharing their personal data with third parties where necessary for the performance of the Project Management Services, including contractors, suppliers, building control officers, and other professional advisers.
(d) Where the Client provides personal data of any third party, the Client warrants that they have obtained all necessary consents to share such data with the Agency and indemnifies the Agency against any claims arising from the Client’s failure to obtain such consents.
10.15 Complaints
(a) If the Client wishes to make a complaint, they should contact the Agency in writing at hello@purseglove.co.uk.
(b) The Agency operates an internal complaints procedure and will acknowledge complaints within 3 Business Days and provide a full written response within 15 Business Days.
(c) The Agency is a member of the Property Redress Scheme, which is the Agency’s own government-approved redress scheme for complaints about the Agency’s conduct. If the Client remains dissatisfied following the internal complaints process, they may refer a complaint about the Agency’s conduct to the Property Redress Scheme at www.theprs.co.uk within 12 months of the Agency’s final response. This is separate from the Private Rented Sector Landlord Ombudsman scheme (established under sections 64 and 65 of the Renters’ Rights Act 2025) that a landlord Client is required to be a member of in respect of the landlord’s own conduct as a residential landlord.
10.16 Electronic Signatures
The parties agree that this Contract may be executed by electronic signature (including DocuSign, Adobe Sign, or similar platforms) and that such electronic signatures shall be legally binding and have the same effect as handwritten signatures.
VERSION HISTORY
| Version | Date | Changes |
|---|---|---|
| 1.0 | Original | Initial version |
| 2.0 | Previous | Updated by WH (wh33858104v2) |
| 3.0 | December 2025 | Added: Dispute Resolution (10.11), Data Protection (10.14), Complaints (10.15), Electronic Signatures (10.16), Budget Management (5.3), Variations to Works (3.8), enhanced Remedial Work provisions (3.7). Fixed: cross-reference errors, service name in 3.1, missing clause numbering. Aligned formatting with Property Sourcing T&Cs v.4 and Property Management T&Cs v.6. |
| 4.0 | July 2026 | Renters’ Rights Act 2025 alignment and cross-document consistency update. Added new clause 2.6 (statutory-basis and change-of-law hook, mirroring Property Management T&Cs clause 2.6 and operating as an exception to clause 10.5). Amended Agency definition (1.1) and Complaints clause 10.15(c) to distinguish the Property Redress Scheme (the Agency’s own approved redress scheme for the Agency’s own conduct) from a landlord Client’s separate obligation to be a member of the Private Rented Sector Landlord Ombudsman scheme (established under sections 64 and 65 of the Renters’ Rights Act 2025). Standardised the redress-body label to the Private Rented Sector Landlord Ombudsman scheme with the sections 64 and 65 citation carried in the operative clauses, aligning the naming across the Property Management, Property Sourcing and Project Management T&Cs. Updated footer to carry the same redress-naming clarification. Reviewed scope statement, Project Management Services definition (1.1), VAT statement (5.2) and the tenant/rented-property liability carve-out (6.5) for AST/fixed-term/Section 21 exposure and VAT alignment; VAT statement clarified to state fees are exclusive of VAT with VAT charged in addition, and all other clauses confirmed consistent with the Property Management and Property Sourcing T&Cs. |
Purseglove Property Limited
Company No. 12162375
Member of the UK Association of Letting Agents and of the Property Redress Scheme (the Agency’s own approved redress scheme)