Client: (“you”) as the legal owner
These terms of business will form the basis on which we act for you in relation to the sale of the property subject to any amendments that may be agreed between you and us in writing.
In this agreement, the following expressions have the meanings given here:
The Term: The period of our appointment that begins on the date you sign this agreement and will continue until termination by either party by not less than 7 days written notice.
“we” and “us” Trellows
- Sole Selling Rights: You are instructing us to act as your agent with sole selling rights in respect of the property. By appointing us you are entering a legally binding contract giving us the sole right to sell the property while the instruction is in force. You will be liable to pay us the commission fee and any other agreed costs or charges if an unconditional contract is exchanged for the sale of the property.
- a) In the period during which we have sole selling rights (“the sole selling rights period”) to a purchaser found by us, another agent, or any other person including you; or
- b) after the sole selling rights period to a purchaser who was introduced to you during that period by us, another agent, or any other person including you or
- c) after the sole selling rights period to a purchaser with whom we had negotiations during the period.
A purchaser may be introduced directly or indirectly as a result of our activities.
- Private buyers: When we have received confirmed instructions to sell the property, you must notify us of any private approach or offer to you so that we may negotiate, unless we agreed with you a special arrangement in writing at the time of the instructions.
- Sub-agents: Unless you instruct us to the contrary, we reserve the right to instruct a limited number of sub-agents on a commission-sharing basis.
- Commission fee: Our fee for a sole selling rights agency is paid by the purchaser for the property and any contents plus VAT thereon. Our fees (together with any unpaid expenses which have been invoiced) become due and payable to us on exchange of contracts. A conditional contract will be treated as unconditional on satisfaction of any conditions or on completion whichever is sooner.
- Payment of accounts: 5.1 You agree to instruct your solicitors to pay our fees out of the net proceeds of sale on completion if not paid before. Provided that we receive written confirmation from your solicitors that they are so instructed by you, we shall allow the fees to be paid on completion by your solicitors. If at any stage of our instruction you become aware that there may be insufficient funds available to pay our fees from the net proceeds of sale, you must notify us immediately.
5.2 If any invoice remains unpaid after the date on which it is due to be paid, we reserve the right to charge interest, calculated daily, from the date when payment was due until payment is made at 4% above the then prevailing bank base rate of National Westminster Bank PLC or (if higher) at the rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998 and its regulations (if applicable). If we should find it necessary to use legal representatives or collection agents to recover monies due, you will be required to pay all costs and disbursements so incurred.
- VAT: All fees, charges and expenses are expressed exclusive of VAT.
- Marketing expenses: Agency fees include all marketing expenses which are itemised, any additional requirements are payable whether or not a sale is completed. We may recommend additional marketing activity for the Property and will make a separate charge for this. We will not commit to any additional marketing without asking and agreeing such costs with you first and in writing. We require you to pay these costs in advance when we have to commit to them on your behalf. If we give an estimated figure, we will charge the same amount as the cost to us. Any costs paid in advance will not be paid into a client account and accordingly that money will not be covered by RICS client money protection scheme. By signing these terms of business you confirm your consent to this.
- Branding: Trellows logo will appear on all marketing material, including brochures, teasers, site hoardings and price lists. The Trellows logo will also appear on all national, international and local advertising. The use of the Trellows name and logo must conform to our standards of sizing, colour etc unless varied by prior arrangement.
- Offer of other services to purchasers: You acknowledge that a buyer may instruct us with regard to a property-related service. These might include:
- a) the sale or purchase of a separate property;
- b) the rental and management of a unit;
- c) the provision of financial services through either a related organisation (or a third party where 7(d) applies);
- d) instances where services may be offered by a third party and we or an employee may benefit financially;
- e) being re-instructed by a buyer of the property.
- Accuracy of statements: In marketing the property, we are legally obliged to ensure that all information provided is accurate, not misleading and does not omit material information. We will ask you to verify any aspect of the property about which we cannot be certain. You must tell us if you are aware of any matter which may be material to a buyer. You must also tell us if you become aware of any inaccuracy in our sales particulars, advertising copy, press releases or any other information we produce about the property.
- Other Services: Our role as your agent does not include or encompass property management or peripheral services such as purchaser ‘handovers’, ‘snagging’ or customer care issues, but we may be prepared to provide some or all of these services by separate agreement.
- Termination and withdrawal: 12.1 Our instructions to act may be terminated by either party by giving 28 days’ notice in writing. If this happens, you must immediately pay all previously agreed costs that we have incurred on your behalf. This will include any costs we would otherwise have carried until a sale took place. You will remain liable for any fees due to us under clauses 1, 4, 5. Clauses 14, 17, 19 and 20 will remain fully in force even though the agreement has been terminated.
12.2 If we introduce a purchaser to you and agree sale terms in accordance with your instructions, we reserve the right to charge you 50% of the agreed fee if you withdraw from the sale of the property.
12.3 If you instruct another agent during or after the period of our sole selling agency, you may be liable to pay our fee as well as theirs.
- Liability: 13.1 As far as the law allows, our total liability to your for any direct loss or damage caused by our negligence or breach of contract (except deliberate breach) is limited to the higher of £50,000 or ten times Trellows commission fee under this agreement. We do not accept liability for any indirect or consequential loss (such as loss of profits). These limitations do not apply to death, personal injury or fraud.
13.2 You agree not to bring any claim arising out of or in connection with this agreement against any member, employee, “director” or consultant of Trellows (each called a “Trellows person”). These individuals do not have a personal duty of care to you. Any such claim for losses must be brought against Trellows Any Trellows Person may enforce this clause under the Contracts (Rights of Third Parties) Act 1999, but these terms may be varied at any time without the need for any Trellows Person to consent.
- Information about Trellows: Our registered office is at 400 Pavillion Drive, Northampton, NN4 7PA. Details of our professional indemnity insurance specified in the Provision of Services Regulations 2009 will be provided to you on request by a Director.
- Acceptance: We cannot proceed with the sale of the property or incur any charges or other expenses, until we have received a duly signed duplicate of these terms.
- Documents: Certain documents may legally belong to you, but we intend to destroy correspondence and other papers that we store which are more than six years old, except for documents that we consider to be of continuing significance. If you want us to keep particular documents, you must instruct us accordingly.
- Rights of third parties: Except as set out in clause 14, none of the terms of this agreement are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party
- Publicity: You agree that we may at any time, including after this agreement ends, publish promotional material (including photographs) about the sale of the property. We will not disclose confidential information.
- Law: 19.1 These terms are subject to the laws of England and Wales and the exclusive jurisdiction of the courts of England and Wales.
19.2 If a court rules that any provision of these terms is invalid or unenforceable, this will not affect the rest of the terms, which will remain fully in force.
- Force Majeure: Neither party shall be liable under or in connection with these terms to the extent that such liability arises as a consequence of any event or circumstance or cause beyond the reasonable control of that party.
- Money Laundering Regulations: Under our Client Due Diligence procedures and to ensure compliance with the Money Laundering Regulations 2007 we will undertake a search with Experian for the purposes of checking the company and the directors’ identity. Experian may check the details we supply them against any database (public or otherwise) to which they have access. By signing our terms of Business, you agree to us carrying out these Money laundering checks with Experian.
- Property Redress Scheme: We are members of the Property Redress Scheme and abide by the PRS code of practice. You agree that, in the event of your making a complaint to the PRS, we may disclose information relating to the sale of your property. You also agree that we may disclose your contact details to the PRS to assist them in the monitoring of our compliance with the PRS code of practice.