1. ‌DEFINITIONS AND INTERPRETATIONS

1.1 “Acquisition” means the purchase by or leasing by the Client of any freehold or leasehold interest in Property including the purchase of shares or other interest in a company or other entity which holds a freehold or leasehold interest in property;

1.2 “AGS Entity” means Anthony Green and Spencer Ltd having the registered address as 10 Jacob’s Well Mews, London W1U 3DY.

1.3 “Confidential Information” means information that is by its nature confidential and/or is designated by you or us to be confidential.

1.4 “Disposal” means the sale by or the grant of a lease by the Client of any freehold or leasehold interest in Property including the sale of shares or other interest in a company or other entity which holds a freehold or leasehold interest in property;

1.5 “Group Member” means at any relevant time, in relation to any entity, an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that entity, where “control” means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations (whether through holding of voting rights, by contract or otherwise.

1.6 “Fees” means the fees payable for the Services calculated in accordance with these Terms unless stated otherwise in the Instruction Letter.

1.7 “Instruction Letter” means the letter of instruction or other written communication between us which sets out the Services to be provided and which are sent with these Terms… In the event that there is any conflict between the Terms and the Instruction Letter, the provisions of the Instruction Letter shall take precedence.

1.8 “Property” means the assets (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 business carried on at the Property.

1.9 “Purchaser” includes a tenant or licensee.

1.10 “Seller” includes a landlord or licensor.

1.11 “Services” means the services set out in the Instruction Letter, which may include the estate agency services either for an Acquisition, Disposal or Surrender and any other services which we agree in writing to provide.

1.12 “Surrender” means the surrender of a lease of the Property.

1.13 “Terms” means the terms of business set out below and in any 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.

1.14 “Total Transaction Price” means the gross amount passing to you including the purchaser’s assumptions of liabilities, loans or amounts due to you and other creditors.

2. ‌APPOINTMENT OF ANTHONY GREEN AND SPENCER TO PROVIDE SERVICES

2.1 Subject to the Terms, the Client appoints Anthony Green and Spencer to provide the Services.

2.2 Anthony Green and Spencer shall provide Services from the date of the Instruction Letter and these Terms shall relate to the provision of the Services.

2.3 The Terms represent the entire agreement of the parties in relation to the subject matter of the Services, save for any variations agreed by the parties in writing. Variations agreed to by Anthony Green and Spencer must be signed by a director of Anthony Green and Spencer.

3. ‌FEES

3.1 In return for performing the Services, the Client shall pay Anthony Green and Spencer the Fees. Any work undertaken by us outside the scope of the Services will be subject to additional fees which we will be agreed in writing between us.

3.2 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 any way incomplete, misleading or wrong.

3.3 Our Fees, disbursements and expenses shall be exclusive of any value added tax (VAT) or other applicable sales tax which, where chargeable, will be added to our invoice. You will comply with the Criminal Finances Act 2017 and ensure that you and your associated persons do not commit or facilitate a tax evasion offence.

3.4 Unless stated otherwise in the Instruction Letter, where we agree 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 an agreement we shall be paid in equal proportion to the other professional(s).

3.5 For leases, fees are based on the percentage set out in the Instruction Letter of one year’s annual rental, ignoring any rent free or concessionary rental period and any landlord contribution. Where rent is stepped at pre-determined rates, the steps are averaged, for the purposes of establishing the annual rental value, ignoring the existence of a break clause.

3.6 For any purchase or disposal of any freehold interest in Property including the purchase or disposal of shares or other interest in a company or other entity which holds a freehold interest in property, the fees will be based on 1% of Total Transaction Price, unless otherwise stated in the Instruction Letter.

3.7 In the event that the Client acquires or disposes of additional space within the building of which the Property forms part following completion of the Acquisition or Disposal (as the case may be) to the buyer/seller/tenant/landlord introduced by Anthony Green and Spencer, then an additional fee will be payable, calculated on the same basis as the Fee.

3.8 In the event that the Client either grants or takes a lease of the Property, Anthony Green and Spencer will be entitled to a Fee, following the renewal or replacement of that lease, based on the agreed rent in that lease.

3.9 In the event that the Client either grants or takes a lease of the Property and at a later date either purchases the freehold or leasehold interest in the Property (or the building in which the Property forms part) Anthony Green and Spencer will be entitled to a Fee based on the sale price.

3.10 Unless otherwise set out in our Instruction Letter or agreed in writing, if at anytime prior to completion of the Services you terminate our provision of Services or the transaction we are providing Services in connection with aborts, we shall be entitled to 50% of the fees we would otherwise have received had the matter proceeded to completion. In the absence of an agreed deal(s) in principle or under offer with a party / parties, the calculation of fees is to be based upon the latest Estimated Rental Value (ERV) in respect of leasing or Capital Value in respect of a sale or purchase of the relevant Property provided by Anthony Green and Spencer to the Client.

3.11 We will provide you with an estimate of disbursements and expenses prior to incurring them. Such disbursements and expenses may be chargeable to you as soon as they are ascertained or incurred. Whether we complete the provision of our Services or not such disbursements and expenses will be payable by you in any event and you agree to indemnify us against any liability on our part in respect of such disbursements and expenses.

3.12 In addition to any fees which are payable by you, unless otherwise agreed we may retain any commissions that we may receive from third parties in the course of providing the Services.

4. ‌CHARGES DUE

4.1 Unless stated otherwise in the Instruction Letter, our Fees will become due for payment free from any discount, deduction set-off or counter claim:

a completion by the Client of the Acquisition or the Disposal or the Surrender of a Property;

b subject to clause ‎4.1‎© below, exchange by the Client of contracts for the Acquisition or the Disposal or the Surrender of a Property;

c where the Disposal of a Property is a pre-let or the sale or purchase of a freehold or long leasehold, in either case where completion of the purchase is prior to the completion of construction or substantial refurbishment works, the Fee will be payable as to 50% on exchange by the Client of contracts for the Acquisition or Disposal of a Property and, as to the balance, on completion of the Acquisition or Disposal;

d the Client or tenant/buyer taking possession of the Property prior to exchange of contracts;

e where any third party associated with the Client or tenant/ buyer takes possession of the Property;

f where, during the legal process, it becomes clear that, for whatever reason, the Seller’s title to the Property is such that no prudent tenant/buyer would proceed with the proposed Acquisition on the agreed terms;

g the other party withdraws from the proposed transaction other than because of unreasonable delays in proceeding with the transaction on the part of the Client;

h a material representation made by the Seller (unless the Seller is the Client) about the Property proves, on further examination, to be untrue; or

i the Client withdraws from the proposed transaction because of unreasonable delays in proceeding with the transaction on the part of the other party; or

j if you terminate the provisions of our Services prior to their completion (in which case Clause ‎3.5 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 within 21 days of date of the invoice (“due date”).

4.4 In the event that we are required to issue proceedings to recover any fees, disbursements or expenses due and we are successful in such proceedings you agree that you will pay our legal costs even if the amount claimed is less than the limit for small claims cases.

4.5 Unless otherwise agreed in writing, in default of payment of our invoices by the due date, interest will be chargeable upon outstanding invoices at the rate of 6% above the Bank of England base rate from the date of our invoice until payment.

5. ‌SCOPE OF SERVICES

5.1 The scope of the Services will be as set out in the Instruction Letter or as otherwise agreed between us in writing.

5.2 Unless specified to the contrary in the Instruction Letter by instructing us to dispose of and/or acquire (as applicable) the Property you grant us the right to act as sole agent in connection with any acquisition or disposal (“Sole Rights”). You will be liable to pay the Fees to us, in addition to any other costs or charges agreed, if:

a unconditional contracts for the sale, purchase and/or lease (as applicable) of the Property are exchanged 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 contracts for the sale purchase and/or lease (as applicable) of the Property are exchanged with a purchaser and/or seller (as applicable) who was introduced to you or with whom we had negotiations about the Property while we had Sole Rights (if these were time limited).

5.3 If we specify in the Instruction Letter that we do not have Sole Rights, that is our appointment is on a non-exclusive basis, Client agrees that Anthony Green and Spencer shall be entitled to Fees if Anthony Green and Spencer arranged the physical inspection of the Property for an acquiring Client or introduced the tenant/buyer for a disposing Client.

5.4 We accept no liability for the content or interpretation of title, regulatory documents (such as Energy Performance Certificates) or tenancy documents and do not warrant that properties on which we advise are in satisfactory structural order; that any land is free from contamination; or that 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. You agree that you will take your own legal or other professional advice in connection with the same.

5.5 We will perform the Services using reasonable care and skill and within a reasonable period of time on the basis that:

a any estimates of the time for performance of the Services are not to be legally binding upon us; and

b we may (but are not obliged to) delegate performance of the Services (or any part of them) by instructing one or more other persons, firms or companies (whether as sub-agent or in any other capacity) upon such terms as we consider appropriate in our absolute discretion.

5.6 It may be necessary as part of our work to instruct specialist consultants on your behalf. We will not do so before obtaining your authority and you entering into a separate agreement with such specialist consultants in connection with the provision of their services to you. Once you have authorised us to instruct such specialist consultants 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 and they will be providing their services directly to you under the terms of the agreement you have in place with them. If we are instructed by you to supervise the work of such specialist consultants we 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.

5.7 Any projections including but not limited to, income, expenditure, associated growth rates, interest rates, incentives, yields and costs which we may provide you in connection with the Services are projections only and may prove to be inaccurate. We do not warrant such projections and they should be interpreted as an indicative assessment of potentialities only, as opposed to certainties.

6. ‌INFORMATION PROVIDED

6.1 We shall not be required to check or approve the accuracy of information provided to us by you or others including Energy Performance Certificates. In the event we are instructed to act for you on the assignment of a lease and/or a letting (including a sub-letting), you warrant that the Property has the minimum Energy Performance Certificate rating or a valid registered exemption to comply with the Energy Efficiency (Private Rented Property) (England and Wales) Regulations 2015 and/or any other applicable law or regulations.

6.2 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 upon it. You agree to provide all information and documents that we require to be able to provide the Services promptly upon our request.

6.3 If we produce any marketing materials, you agree that you will check and approve all such materials and you will notify us immediately if you become aware that any such marketing materials are inaccurate, misleading or incomplete. We shall have no liability to you if such materials are inaccurate, misleading or incomplete unless you have informed us of any amendments to made and these have not been made and/or signed off by you.

6.4 You undertake to indemnify us against all costs, claims, charges and expenses of whatever nature which may arise as a result of any such information proving to be inaccurate (whether wholly or in part), misleading or incomplete.

6.5 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.

6.6 You may choose to communicate with us by email. If you choose to communicate with us by email you confirm that you are aware of the risks of doing so, including with respect to possible email interception. You authorise us to act upon any instructions we receive from you (or which appear to have been received from you) electronically. You agree that references to “in writing” in these Terms include emails.

7. ‌OUR REPORTS

7.1 In relation to any written report or advice prepared by us you agree that neither the whole nor any part of our report or advice or Confidential Information may be included in any published document, circular or statement or published in any way without our written approval prior to publication.

7.2 All intellectual property rights in any reports, documents or other material provided to you by us shall remain our property at all times. You have the right to use the reports, documents or materials only for your own internal business purposes and not for any commercial purposes.

7.3 After completing our Services, we are entitled to keep all and any of your papers and documents until our fees and charges are paid in full.

7.4 Unless you instruct us to the contrary, you hereby agree that we may destroy papers or documents relating to the Services six years after the date of the final invoice that we send you for the particular matter.

8. ‌DATA PROTECTION

8.1 Both parties will comply with all applicable requirements of all relevant privacy legislation. To the extent you provide us with any personal data, you will ensure that you have all the necessary appropriate consents and notices in place to enable lawful transfer of such personal data.

8.2 You agree that we may receive and retain documentary proof required by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and can disclose it to any Government 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.

9. ‌LIMITATION OF LIABILITY

9.1 Except as expressly set out in these Terms and subject only to clause ‎9.2, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Services or to anything supplied or provided by us.

9.2 Nothing in these Terms shall exclude or limit our liability: (a) for death or personal injury caused by its negligence; (b) for fraudulent misrepresentation or for any other fraudulent act or omission; or © for any other liability which may not lawfully be excluded or limited.

9.3 Subject to clause ‎9.2, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any: (a) loss of profit; (b) loss of sales, turnover, revenue or business; © loss of customers or contracts; (d) loss of or damage to reputation or goodwill; (e) loss of opportunity; (f) loss of anticipated savings; (g) loss or waste of management or other staff time; or (h) for any losses, costs, penalties or damages arising from any information provided by you in connection with the Energy Performance of Buildings Regulations 2011; or (i) indirect, special or consequential loss; arising under or in connection with the Contract, whether or not such loss was foreseeable or if the Supplier was advised of its possibility.

9.4 Where any loss is 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.

9.5 Subject to clauses ‎9.2, ‎9.3 and ‎9.4, our total liability to you arising under or in connection with the Terms and the Services and to anything which it has done or not done in connection with the same, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, shall be limited, in aggregate for all claims arising, to the lower of: (a) 10 times the Fees payable under these Terms; or (b) £1 million.

9.6 Where the 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 and not separately to each client.

10. INDEMNITIES

10.1 You agree to indemnify us against all costs, claims, charges, liabilities and expenses which we shall incur by reason of:

a use of any of output from our Services for any purpose 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 or proceedings concerning Energy Performance Certificates prepared by you or on your behalf;

e any claim by a third party of infringe of intellectual property rights in respect of any materials provided to us by you or a third party on your behalf.

11. ASSIGNMENT

11.1 Unless otherwise agreed in writing, these Terms may not be assigned by you to any third party. If you choose to Acquire or Dispose of a Property via another Group Member rather than the Client then you agree and acknowledge that you remain liable for the Fees notwithstanding the fact that the Acquisition or Disposal of the Property may have been undertaken by another Group Member.

11.2 We will have no obligation to provide Services to any other entity other than the Client and will not accept instructions from such new entity unless we have confirmed in writing that the Terms can be assigned and that we will provide Services to such new entity. If we do not confirm in writing that the Terms can be assigned then the liability for our fees and under the Terms remains with the original Client. We reserve, in our absolute discretion, the right to refuse to act for any alternative entity. We will be required to undertake due diligence to fulfil our internal credit, money laundering and risk obligations prior to confirming that the Terms can be assigned. In the event that 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 a corporate client in which the shares in such client are the assets transferring we will require the shareholders of such corporate client to guarantee its obligations to us.

12. TERMINATION OF INSTRUCTIONS

12.1 We may terminate any agreement governed by these Terms immediately by notice in writing:

a whereas a result of circumstances beyond our control we cannot provide the Services;

b you have provided incorrect information to us;

c if you have not made payment by the due date; or

d at any time in the event that you are in material breach of your obligations to us.

12.2 You may terminate these Terms and your instructions to us by giving not less than 30 days’ notice in writing. However, if the Instruction Letter states a minimum period for our instruction, notice to terminate may not be given so as to expire before the end of that period.

12.3 On termination of our instructions you will be liable to pay to us any outstanding disbursements and expenses and you will remain liable for any fees arising under Clauses ‎2 and ‎4.

12.4 Notwithstanding termination the provisions of Clauses ‎1, ‎2, ‎4, ‎7, ‎8, ‎9, ‎10, ‎12.3, ‎14, ‎15 and ‎17 shall remain in full force and effect.

13. MONEY LAUNDERING COMPLIANCE

13.1 We are required by law to operate procedures pursuant to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, which may include requesting that you provide us with documentary proof of identity, proof of address and/or proof of funding in relation to a particular transaction or instruction. You agree to comply with any such requests promptly. You also agree that we may, at our sole discretion and without obligation, give reliance on and/or provide the identity checks we have carried out on you to an agent acting for the counterparty involved any transaction provided in connection with the Services.

13.2 Should you or your agents or advisers receive any information in respect of the counterparty involved in any transactions which form part of the Services which we may require to comply with our legal obligations and of which you are aware we have not otherwise received, you shall procure the provision of that information (and any changes in those details) to us upon our request or as soon as you become aware.

14. COMPLAINTS AND INSURANCE

14.1 If you have any concerns about the services provided, in the first instance please raise this with your contact at Anthony Green and Spencer.

14.2 The details of our professional indemnity insurance can be requested from a member of our staff who is dealing with the Services.

15. LAW AND JURISDICTION

15.1 These Terms are subject to the laws of England. Any dispute in respect of these Terms and their subject matter and/or the Services shall be subject to the exclusive jurisdiction of the English Courts.

15.2 If a 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.

16. RIGHTS AND THIRD PARTIES

16.1 None of the Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party. No third party will be entitled to rely on any report or advice except as agreed in writing by us.

17 NON-SOLICITATION

17.1 You will not on your own account or in 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 the term of this agreement, solicit or 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 who have worked on the Services. In the event of any breach of this clause, you shall be liable to pay damages of one year’s gross remuneration of such employee, director, member or consultant and you agree that this is a reasonable pre-estimate of our loss arising from the breach of this clause.

18 CONFLICTS OF INTEREST

18.1 You will inform us immediately if you are or become aware of any potential conflict which affects the Services. We may decline to act for you and/or terminate the Services if we consider that there is a conflict of interest.