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Terms and Conditions

1. 1. Definitions

   In these Terms the following words shall have the following meanings:- "the Acquisition" means the purchase by or transfer to or leasing by the Client of any freehold or leasehold or commonhold interest in property or the purchase of shares or other interest in a company or other entity which holds a freehold, leasehold or commonhold interest in property;
   "the Appointment" means the appointment of Devono (as defined below) by the Client (as defined below) to provide the Services on the terms of the Engagement Letter and these Terms;
   "the Client" means any person, firm or company or other entity who has engaged Devono to provide the Services and includes any individual working for the Client who shall be deemed to have been authorised by the Client to act on the Client's behalf and shall include any person, company or other entity associated or affiliated with it;
   "the Engagement Letter" the letter or other written documents including e-mail which set out (in addition to these Terms) the fees payable to Devono under the Appointment and the scope of the engagement;
   "Devono" means Devono Property Limited, whose principal place of business is at London House 53-54 Haymarket, London, SW1Y 4RP and any person or firm affiliated or connected to Devono as defined in the Estate Agents Act 1979 as amended or re-enacted from time to time;
   "the Fee" means the fee for the Services as set out in the Letter of Engagement and any additional fees;
   "the Property" means a property, which meets the Client's requirements;
   "the Selected Property" means the property that the Client selects to buy or lease or in respect of which the Client selects to have transferred to it shares or other interest in a company or other entity holding the relevant property interest;
   "the Seller" means the person or body that sells or leases the Selected Property or is potentially willing to sell or lease a potential Selected Property to the Client; and
   "the Services" means the estate agents services to locate a Property for the Client in accordance with these Terms and the Engagement Letter.

2. 2. Preliminary

   1. 2.1 The Client appoints, and Devono agrees to be appointed to provide the Services to the Client.
   2. 2.2 Unless notified to the contrary in writing within seven days of receipt by the Client of the Engagement Letter, Devono shall be entitled to assume that the Client accepts the Engagement Letter and these Terms.
   3. 2.3 The Engagement Letter and these Terms represent the entire agreement of the parties in relation to the subject matter of the Appointment, save for any variations agreed by the parties in writing.  Variations agreed to by Devono must be signed by a director of Devono.
   4. 2.4 The Client shall notify Devono without delay where an offer for a Property introduced by Devono is arranged privately or by another estate agent.
   5. 2.5 The Client consents to Devono communicating by e-mail.
   6. 2.6 References to "in writing" shall include e-mail.

3. 3. The Appointment

   1. 3.1 The type of appointment shall be Exclusive (as defined below) or Non-Exclusive (as defined below), as specified in the Engagement Letter.
   2. 3.2 Non-Exclusive means that Devono will only be entitled to the Fee if Devono arranged the physical inspection of the Selected Property for the Client.
   3. 3.3 Exclusive means the Client shall be liable to pay the Fee if at any time unconditional contracts for the purchase or lease of the Selected Property are exchanged and/or if a property interest in the Property is taken by the Client.

4. 4. Services

   1. 4.1 Devono undertakes to perform the Services with reasonable care and skill and to act in good faith when advising or making recommendations to the Client as to any matter falling within the scope of the Appointment.
   2. 4.2 The duties of Devono shall be limited to those set out in the Engagement Letter and these Terms, but Devono will, where required, provide additional services, at additional costs and on such terms and conditions as may be agreed in writing.

5. 5. Fees And Expenses

   1. 5.1    Devono shall be entitled to be paid the Fee in the following circumstances:-
      1. 5.1.1 completion by the Client of the Acquisition of the Selected Property;
      2. 5.1.2 exchange by the Client of contracts for the Acquisition of the Selected Property;
      3. 5.1.3 the Client taking possession of the Selected Property prior to the exchange of contracts.
   2. 5.2 In the event that an Exclusive Client withdraws from a transaction after Heads of Terms have been agreed and solicitors instructed on behalf of the Seller and the Client, then, save in the circumstances set out in the remainder of this sub-clause 5.2, Devono shall be entitled to 50% of the Fee.  The circumstances where this reduced Fee is not payable comprise:-
      1. 5.2.1 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 would proceed with proposed letting on the agreed terms;
      2. 5.2.2 the Seller withdraws from the proposed transaction other than because of unreasonable delays in proceeding with the transaction on the part of the Client;
      3. 5.2.3 a material representation made by the Seller about the Property proves, on further examination, to be untrue; or
      4. 5.2.4 the Client withdraws from the proposed transaction because of unreasonable delays in proceeding with the transaction on the part of the Seller.
   3. 5.3 The countersignature of the Engagement Letter on behalf of the Client constitutes irrevocable authority to your solicitor to account to Devono directly at completion, for the Fee.
   4. 5.4 In the event that the Client acquires additional space within the Selected Property within a 12 month period following completion of the Acquisition then an additional fee will be payable, calculated on the same basis as the Fee.
   5. 5.5 VAT shall be payable on the Fee, at the prevailing rate from time to time.
   6. 5.6    Invoices are due on receipt.  Where any invoice to the Client by Devono remains unpaid for more than 30 days after the due date, Devono shall be entitled to charge the Client interest at the higher of the rate of 4% per cent above the base rate from time to time in force of Royal Bank of Scotland plc or at the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
   7. 5.7 All Fees shall be paid to Devono without any deduction or set-off, whether equitable or otherwise.

6. 6. Termination

   1. 6.1 Unless the parties agree otherwise in writing, the Appointment will continue until terminated by either party giving the other 10 working days notice in writing, to expire on or after the expiry of the initial period of exclusivity), as specified in the Engagement Letter.
   2. 6.2 This clause 6 shall apply only where the engagement is on an Exclusive basis.
   3. 6.3 Termination shall not affect the accrued rights of the parties.

7. 7. Indemnity and Limitation of Liability

   1. 7.1 Save for the obligation of the Client to pay the Fees and Expenses, neither party shall be liable to the other for loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of data or any indirect or consequential loss; and such liability is excluded whether it is foreseeable, known, foreseen or otherwise.
   2. 7.2 Nothing in these Terms shall operate to limit or exclude any liability if such a provision is prohibited by law.

8. 8. No Warranties

   1. 8.1 Devono gives no warranties in relation to any Properties, including any Selected Property, as to:-
      1. 8.1.1 whether it meets the Client's requirements or is suitable or appropriate for the Client;
      2. 8.1.2 the accuracy of any information or photographs supplied;
      3. 8.1.3 title, encumbrances, compliance with planning laws, Building Regulations and/or health and safety requirements;
      4. 8.1.4 structural integrity, value, rating liability, services, service charge, capital or rental value, contamination or environmental matters;
      5. 8.1.5 whether any necessary consents have been obtained in respect of the Property, its management, repair, insurance or security arrangements;
      6. 8.1.6 whether there will be vacant possession of the Property at completion;
   2. 8.2 The Client confirms that in relation to the matters set out in sub-clause 8.1 it shall not rely on any statement or representation made by Devono but shall rely on its own judgment and/or that of its professional advisers.
   3. 8.3 It is the Client's sole responsibility to determine if any particular property is suitable for the Client.

9. 9. General

   1. 9.1 If Devono has any personal interest in any Selected Property it will notify the Client of this fact as soon as possible.
   2. 9.2 Any notice required to be served by one party upon the other shall be deemed to have been properly served when served on the other party's address as set out in the Engagement Letter (or at such other address as may have been notified to the other party) and shall be deemed to have arrived at the time of delivery if delivered by hand or by fax, and 48 hours from the date of posting if by post, provided that if deemed receipt if not on a business day or delivery is after 5pm on a business day, then the notice shall be deemed to have been served on the following business day.  A business day is any day which is not a Saturday, Sunday or a public holiday in London. 
   3. 9.3 The Appointment shall be governed by and construed in accordance with English Law.
   4. 9.4 In the event of any conflict, or apparent conflict, between the Engagement Letter and these Terms, the Engagement Letter shall prevail.