Standard Terms Of Business
These are the terms on which Bampton Satchwell Bull Ltd (registered no 11835016), Herein “BSB” agree to act for you. The entity with which you have engaged will be noted on our letterheads, email footers and invoices that are sent to you. If you are at all unsure as to which entity you have engaged, please contact us and we will confirm the same. Our agreement takes effect from the date we agree to accept your instructions, but these terms will apply from the date we provide you with a copy of them.
1.0 Definitions And Interpretations
1.1 Terms means the terms of business set out in this document and include any other terms and conditions set out or referred to in our Instruction Letter. These terms apply to all services that you instruct us to provide and cannot be varied or amended except in writing and signed by you and us.
1.2 Client (referred to throughout as you) means the person, company or firm or other legal entity named in our instruction letter. We will not accept instructions to act for any other legal entity nor will these terms apply unless we have agreed in writing to act for that alternative entity. We reserve the right to refuse to act for such an alternative entity until (if at all) we have undertaken due diligence to fulfil our internal credit, money laundering and risk obligations. In event we are instructed to act for a single purpose corporate vehicle we reserve the right to require and be provided with a parent company or other guarantee for our fees before accepting instructions to act. In the case of the sale of a Property by corporate client in which the shares in such client are the assets transferring we will require shareholders of such corporate client to guarantee its obligations to us.
1.3 Bampton Satchwell Bull Ltd (referred to throughout as BSB, BSB Ltd, we, us) is the trading name of Bampton Satchwell Bull Ltd.
1.4 Confidential Information means information that is by its nature confidential and/or is designated by us to be confidential.
1.5 Instruction Letter means the letter of instruction, proposal or tender, which is sent to you with these terms. In the event there is any conflict between the terms set out in this document and the terms set out in instruction letter, terms in the instruction letter shall take precedence.
1.6 The Property means the asset (including shares in a company) which are the subject of our instructions and all other assets in which an interest is acquired by a purchaser including contents, fixtures and fittings and any other business carried on at that property.
1.7 Purchaser includes a tenant or licensee.
1.8 Seller includes a landlord or licensor.
1.9 Services means the specific services set out in the Instruction Letter and any other services, which we agree in writing to provide.
1.10 Sole selling rights – unless specified to the contrary in the Instruction Letter by instructing us to dispose of and/ or acquire the property be granted sole selling rights which means that you will be liable to pay remuneration to us, In addition to any other costs or charges agreed if;
a) Unconditional contracts of the sale and/ or lease (as applicable) of the property are exchanged in the period during which we have Sole Selling Rights even if the purchaser and/ or seller (as applicable) was not found by us but by another agent or by any other person, including you, and;
b) If unconditional contract for the sale and/ or lease (as applicable) of the property are exchanged after the expiry of the period during which we have sole selling rights but to a Purchaser and/ or seller (as applicable) who was introduced to you during that period or with whom we had negotiations about the Property during that period.
2.0 Fees
2.1 Our fees are stated in the Instruction Letter.
2.2 Where we agreed to act jointly with another professional then the fee payable to us will be an agreed proportion of the total fee due. In the absence of such agreement we shall be paid in equal proportion to the other professional(s).
2.3 Abortive Fees
a) Unless otherwise agreed in writing if you instructed us to act for you and thereafter the transaction or instruction becomes aborted because or you withdraw or you terminate our instructions we shall be entitled to 50% of the fee we would otherwise have received had the matter proceeded to completion.
b) Whether the transaction instruction concludes or not the disbursements and expenses referred to in clause 3.0 below will be payable by you in any event.
c) In case of consultancy services an abortive fee will be calculated and payable by you according to our hourly rate at the time for all work done.
2.4 Additional Work Where we are required to undertake additional work outside the agreed scope of services additional charges will be agreed.
2.5 Estimates Any estimates of fees and disbursements are provided on the basis of the information you provide to us. Such estimates are not therefore binding upon us if the information provided is in anyway incomplete, misleading or wrong.
3.0 Disbursements and Expenses
3.1 We will provide you with an estimate of disbursements and expenses prior to incurring them. Such items include but are not limited to travel, advertising and marketing, in house mailing, printing, maps, photography, photocopying, library and data services, research, bank references, planning applications, RICS and other regulatory fees.
3.2 Disbursements and expenses may be charged to you as soon as they are ascertained or incurred, whether or not our instruction proceeds to a conclusion.
3.3 You agree to identify us against any liability on our part in respect of such disbursements and expenses.
3.4 In all circumstances in which your instructions involve an amount of administration on our part, such as photocopying, faxing et cetera, we shall be entitled to add an administration charge to our bills to cover such expense.
4.0 Charges Due
4.1 We will be entitled to issue an invoice and our fees will become payable free from any discount, deduction, set off or counterclaim:
a) On the date specified in the instruction letter.
b) When you withdraw your instructions (in which case closed 2.3 applies)
4.2 In all other cases charges become due on the date that we issue an invoice for the services provided and/ or the disbursements and expenses incurred.
4.3 All invoices are payable by you upon delivery to you.
4.4 In the event that we are required to issue proceedings to recover any fees or disbursements and we are successful in such proceedings you agree that you will pay all legal costs of such proceedings even if the amount claimed is less than the limit for small claims cases
5.0 Taxes
5.1 The fees disbursements and expenses referred to in these terms and in the Instruction Letter are all subject to the addition of VAT where applicable (and any other taxes whether UK or overseas which may arise).
6.0 Interest
6.1 Unless otherwise agreed in writing in default of payment by you within 21 days of delivery of an invoice interest will be chargeable upon outstanding invoices at a rate of 6% above the Bank of England minimum lending rate from time to time from the date of our invoice until payment.
7.0 Scope of Services
7.1 We accept no liability for the content or interpretation of the title, regulatory documents (such as an Energy Performance Certificate) or tenancy documents unless specifically instructed to report on them we do not warrant that properties on which we advise are in satisfactory structural order; that any land is free from contamination or any land or property is compliant with regulations or that any land or premises has planning permission or is capable of being developed for the purposes for which it may be required.
7.2 We will perform the services within a reasonable period of time after acceptance of your instructions on the basis that:
a) Any estimate of the time performance of the services are not to be legally binding upon us; and
b) We shall be entitled (but not obliged) to delegate performance of the services (or any part of them) by instructing one or more other persons, firms or companies (whether sub agent or in any other capacity) upon such terms as we consider appropriate in our absolute discretion.
7.3 It may be necessary as part of our work to instruct specialist consultants on your behalf. We will not do so before obtaining your permission. Once you have authorised us to instruct a specialist consultant(s) you will be responsible for payment of their fees and matters relating to their performance. In accepting your instructions to instruct such specialist consultants we do not warrant their competence. If we are instructed by his supervisor work of such specialist consultants will be entitled to charge an additional fee calculated by reference to the time incurred in doing so however we assume no liability for any advice given to you by such consultants.
7.4 Any market projections incorporated within our services include but not limited to, income, expenditure, associated growth rates, interest rates, incentives, yields and costs are projections only and may prove to be inaccurate. Accordingly, such market projections should be interpreted as an indicative assessment of potentialities only, as opposed to certainties.
8.0 Information Provided
8.1 Unless you inform us in writing to the contrary we shall not be required to check or approve the accuracy of information provided to us by you or others including Energy Performance Certificates.
8.2 Unless you inform us in writing to the contrary you hereby warrant the accuracy of all information provided to us by you or on your behalf on the basis that you expect us to rely on it.
8.3 You undertake to indemnify us against all costs, claims, charges and expenses or whatever nature which may arise as a result of any such information proving to be inaccurate (with a wholly or in part) or incomplete.
8.4 Subject only to clause 12 below, any information which we acquire from you in the course of performing instructions, may be used by us for any other purpose unless you instruct us in writing at any time prior to such use by us.
9.0 Our Reports
9.1 In relation to any written report or advice prepared by us you agree that neither the whole nor any part of a report or advice or Confidential Information may be included in any published document, circular or statement or published in anyway without our written approval prior to publication.
9.2 Copyright in any reports, documents or other material provided to you by us shall remain our property at all times.
10.0 Papers
10.1 After completing our work, we are entitled to keep all or any of your papers and documents until our fees and charges are paid in full.
10.2 Unless you instruct us to the contrary, you hereby agree that we may destroy papers or documents relating to the services 6 years after the date of the final invoice that we send you for a particular matter.
11.0 Email
11.1 We shall treat receipt of an email from you as a request to us to communicate with you by email.
11.2 If you intend to communicate with us by email, by accepting these terms you confirm that you understand the risks of doing so and you authorised us to act upon electronic instructions which have been transmitted (or appear to have been transmitted ) by you.
12.0 Data Protection
12.1 We will not disclose to any third party any personal data without your express authority to do so.
12.2 You agree that we may receive and retain documentary proof required by the Money Laundering Regulations 2007 and can disclose it to any government or authority that is legally entitled to request it. You further agree and consent to identity checks being carried out electronically for anti-money laundering purposes. For the purposes of this clause only, you release us from our obligations under clause 12.1 above.
12.3 We may occasionally use your contact details to inform you of property updates, client seminars and the like. By accepting these terms you consent to us sending you such information. If you do not wish to receive such information please advise by writing to the data protection officer at our address.
13.0 Limitation Of Liability
13.1 In relation to any Services provided by us to you the following limitations apply:
13.2 You agree not to bring any claim for any losses against any member, officer, director, employee or consultant of BSB Ltd or any other subsidiary. You hereby agree that a BSB person does not have a personal duty of care to you and any claim for losses must be brought against BSB Ltd. It is agreed that any BSB person may enforce this clause under the Contract (Rights of Third Party) Act 1999 but these terms may be varied at any time without the need for them to consent.
13.3 We will not be liable to in respect of any of the following:
a) For services outside the scope of the services agree to be performed by us;
b) To any third party;
c) In respect of any consequential losses or loss of profit.
d) For any losses, cost, penalties or damages arising from the Energy Performance of Buildings Regulations 2011.
13.4 Where any losses suffered by you for which we and any other person are jointly and severally liable to you the loss recoverable by you from us shall be limited so as to be in proportion to our relative contribution to the overall fault.
13.5 Our liability for loss and damage attributable to our negligence, breach of contract, misrepresentation or otherwise (but not in respect to fraud or fraudulent misrepresentation, death or personal injury) shall not exceed 1,000,000 pounds per single originating case (or if higher, such minimum level of insurance cover as the Royal Institution of Chartered Surveyors requires us to maintain from time to time). This limit applies to each and every transaction and retainer and any subsequent work they undertake for you unless expressly over ridden in a subsequent instruction letter signed by director at BSB Ltd.
13.6 The exclusions and limitations in this paragraph will not exclude or limit any liability for fraud, dishonesty or liabilities, which cannot lawfully be limited or excluded.
13.7 Where instruction letter is addressed to more than one client ,the above limit of liability applies to the aggregate of all claims by all such clients are not separately to each client .
14.0 Indemnities
14.1 You agree to indemnify us against all costs, claims, charges and expenses which we shall incur by reason of (but not limited to):
a) Use of any of our work for purposes other than those agreed by us.
b) Misrepresentation by you or with your authority to third parties of advice given by us.
c) Misrepresentation to third parties of the extent of our involvement in any particular project.
d) Any claims proceedings concerning Energy Performance Certificates prepared by you or on your behalf.
14.2 You also agree to indemnify us against any and all damages or liability suffered by us arising from the use by us of material provided by you to us the copyright of which is vested in a third party.
15.0 Assignment
15.1 You may assign neither this agreement, nor any of its terms to any third party unless agreed in writing.
16.0 Termination of Instructions
16.1 We may terminate any agreement given by these terms immediately by notice in writing:
a) Where as a result of circumstances outside the control of both of us the services become impossible of performance or;
b) Where you have rendered the service is impossible of performance or;
c) You have provided incorrect information to us contrary to clause 8 above upon which we have relied or;
d) If you have not made payment by the due date of any sum payable to us;
e) At any time in the event that you are in material breach of your obligations to us or;
f) Without assigning any reason and on the basis that you are under no obligation to pay any fees in respect of the matter and that we are under no obligation to perform any further services.
16.2 You (and if clause 16.1 does not apply we) may terminate any agreement governed by these terms by giving that less than 28 days’ notice in writing. However if the instruction letter states minimum period of our instruction notice to terminate maybe not be given so as to expire before the end of that period.
16.3 On termination of our instructions you will be liable to pay us any outstanding disbursements and expenses and you will remain liable for any fees arising under clause 2,3 and 5 of these terms.
16.4 Notwithstanding termination of our agreement with you the provisions of clauses 1 to 10,12,13,14,19,20 and 21 shall remain in full force and effect.
17.0 Money Laundering Compliance
As a RICS Regulated Firm, we are required by law to confirm your client’s identity in line with the updated Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017) which came into effect in June 2017.
Whilst Bampton Satchwell Bull Limited will not handle funds itself during the property transaction, we are of course a key facilitator in the sale/acquisition, and we will often come into contact with both parties (buyer and seller) so recognise we may be in a position to identify suspicious activity.
We are therefore required to obtain prior to commencement of any marketing instruction:
- Confirmation of the Identity and full business address of the instructing entity including an ownership structure up to the ultimate holding company
- Identify any FCA regulated entity within that ownership structure
- Provide a Directors’ register of the ultimate holding company of the instructing entity that identifies all persons having significant control (defined as a shareholding of 25% or more)
- Proof of identity and proof of address for all persons identified in [3]. Above
- Proof of identity can be through a certified copy of a passport, national identity card or photographic driving licence
- Proof of address can be through a certified copy of a utility bill, bank statement or Council Tax bill provided that it is not more than 3 months old
The legislation states that if a person or business fails to comply with the regulations, they may face civil penalties or criminal prosecution. This could result in unlimited fines and/or a prison term of up to two years.
Please note we may be required to provide this information to the agent who is acting on the other side of the transaction who will in turn provide similar information on their client. The information will not be shared with any other party (without consent) and stored upon our secure IT system.
We must receive this information prior to the commencement of any marketing of any asset.
18.0 Complaints
18.1 We operate a procedure for complaints handling as required by the Royal Institution of Chartered Surveyors.
We have implemented the following complaints procedure to help us resolve your grievance and work towards continually improving our professional service. A person has been appointed in this office to deal with complaints, and you should not hesitate to contact the relevant person.
Details are set out below:
Chris Bampton MRICS
Director
Bampton Satchwell Bull
17 Cavendish Square, London W1G 0PH
T: 07825 603211
E: chris.bampton@bsbre.co.uk
Where your complaint is initially made verbally, we would be grateful if you could summarise the nature of your grievance in writing.
Once we have received your written summary of the complaint, we will contact you in writing within 7 days to inform of our understanding of the circumstances leading to your complaint. You will be invited to make any comments that you may have in relation to this. Within 21 days of receipt of your written summary, the person dealing with your complaint will write to you in order to inform you of the outcome of the investigation into your complaint and to let you know what actions have been or will be taken.
If you remain dissatisfied with any aspect of our handling of your complaint, then we will attempt to resolve this promptly through negotiations, and otherwise agree to enter into mediation with you in accordance with the Centre for Dispute Resolution (CEDR) or the mediation process operated by the Royal Institution of Chartered Surveyors.
Centre for Effective Dispute Resolution
International Dispute Resolution Centre,
70 Fleet Street,
London,
EC4Y 1EU
T: +44 (0)20 7536 6000
F: +44 (0)20 7536 6001
E: info@cedr.com
If the complaint has still not been resolved to your satisfaction, we agree to the referral of your complaint to the Surveyors and Valuers Arbitration Scheme operated by the Chartered Institute of Arbitrators, 24 Angel Gate, City Road, London, EC1V 2RS from whom details of the Scheme may be obtained.
19.0 Law and Jurisdiction
19.1 These terms of business are subject to the laws of England and Wales.
19.2 Any dispute shall be subject to the exclusive jurisdiction of the English courts.
19.3 If the court rules that any provision of these terms is invalid or unenforceable this will not affect the validity of the rest of the terms which will remain in force.
20.0 Rights Of Third Parties
Except as set out in clause 13 none of the term shall be enforceable under the contracts (rights of third parties) at 1999 by a third party. No third party will be entitled to rely on any report or advise accept as agreed in writing by us.
21.0 Bampton Satchwell Bull website
21.1 www.bsbre.co.uk website is owned and controlled by Bampton Satchwell Bull Limited. If you use this website, you agree to the terms and conditions set out below.
Bampton Satchwell Bull Limited [trading as BSB] is registered in England with registered number 11835016. Our registered office is Bampton Satchwell Bull Limited, The Old Chapel, Union Way, Witney, Oxon, OX28 6HD
21.2 Disclaimer
This website describes services provided in the UK by BSB.
Whilst BSB make every effort to ensure that everything on the website is accurate and complete, we provide it for information only, so it is indicative, rather than definitive. We thus make no explicit or implicit guarantee of its accuracy, and, as far as applicable laws allow, we neither accept responsibility for errors, inaccuracies or omissions, nor for loss that may result directly or indirectly from reliance on its content. Users of the website should not take or omit to take any action that relies on information on the website. BSB may correct or update the website without prior notice.
In making the website available, BSB do not imply or establish any client, advisory, financial or professional relationship. Through the website, neither BSB nor any other person is providing advisory, consulting or other professional services.
21.3 Interruption
BSB neither guarantees that the website will be uninterrupted or without delay, nor that it will be error-free or virus-free. The website is provided as is without warranties of any kind. BSB will not be responsible and will not accept any liability whatsoever for any viruses which may infect your computer by reason of your use of or downloading of applications (including .exe applications) from this website.
21.4 Important information relating to properties on the website
Particulars: Any property are not an offer or contract, nor part of one. You should not rely on statements by BSB in the particulars or by word of mouth or in writing (information) as being factually accurate about the property, its condition or its value.
Neither BSB nor any joint agent has any authority to make any representations about the property, and accordingly any information given is entirely without responsibility on the part of the agents, sellers(s) or lessor(s).
Photos, etc: The photographs show only certain parts of the property as they appeared at the time they were taken. Some images may have been digitally enhanced. Areas, measurements and distances given are approximate only. Regulations, etc: Any reference to alterations to, or use of, any part of the property does not mean that any necessary planning, building regulations or other consent has been obtained. A buyer or lessee must find out by inspection or in other ways that these matters have been properly dealt with and that all information is correct.
VAT: The VAT position relating to the property may change without notice.
Information on the website about a property is liable to be changed at any time.
21.5 Intellectual property
The content of the BSB website is protected by copyright, trade marks, database rights and other intellectual property rights.
You may retrieve and display the content of the website on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the website without written permission from BSB.
21.6 Your use of the BSB website
Links: You may provide a hyperlink to the homepage of the website provided that you must remove any such link upon the request of the BSB in writing.
Framing: Framing of the website or any of its content is prohibited.
You may not use the website for any of the following purposes:
disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws; transmitting material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or code of practice; interfering with any other person s use or enjoyment of the website; or making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.
You will be responsible for our losses and costs resulting from your breach of the above clauses.
22.0 Non Solicitation
You will not on your own account on partnership or association with any person, firm, company or organisation or otherwise and whether directly or indirectly during, or for a period of 12 months from the end of term of this agreement, solicit entice away or attempt to entice away or authorise the taking of such action by any other person, any of our employees, directors, members or consultants have worked on the services. In the event of any breach of this cause you shall be liable to pay for damages of one years’ gross remuneration of such employee, director, member or consultant and you agree that this is a reasonable pre estimate of loss arising from the breach of this clause.