Residential Sales Agency Terms and Conditions

These Terms and Conditions apply when Stonebanks UK Ltd (“Agent”) is appointed to market a residential property for sale. The Terms and Conditions form the basis of the Owner’s contract with the Agent, so please read them carefully before signing the Appointment Form.

Definitions

Agency Period
Means the period starting on the date this contract comes into force and ending when unconditional contracts are exchanged for the sale of the Property.

Appointment Form
Means the form to be completed and signed by the Owner and the Agent in order to appoint the Agent as agent.

Commission
Means the commission set out in the Appointment Form.

Joint Sole Agency
Means an owner is liable to pay remuneration to an agent, in addition to any other costs or charges agreed, if at any time unconditional contracts for the sale of a property are exchanged with a purchaser:

• introduced by that agent or the other named joint agent during the period of the agent’s joint sole agency;
• with whom that agent or the other named joint agent had negotiations about the property during that period;
• introduced by another agent during that period.

Owner
Means the owner of the Property.

Property
Means the property identified in the Appointment Form.

Redress Scheme Order
Means the Estate Agents (Redress Scheme) Order 2008.

Sole Agency
Means an owner is liable to pay remuneration to an agent, in addition to any other costs or charges agreed, if at any time unconditional contracts for the sale of a property are exchanged with a purchaser:

• introduced by that agent during the period of the agent’s sole agency;
• with whom that agent had negotiations about the property during that period;
• introduced by another agent during that period.

Sole Selling Rights
Means an owner is liable to pay remuneration to an agent, in addition to any other costs or charges agreed, in each of the following circumstances:

1. If unconditional contracts for the sale of a property are exchanged in the period during which that agent has sole selling rights, even if the purchaser was not found by that agent but by another agent or by any other person, including the owner.
2. If unconditional contracts for the sale of a property are exchanged after the expiry of the period during which that agent has sole selling rights but to a purchaser who was introduced to the owner during that period or with whom that agent had negotiations about the property during that period.

Any reference in these Terms and Conditions to “writing”, or cognate expressions, includes a reference to any communication effected by e-mail, telex, cable, facsimile transmission or similar means.

Any reference in these Terms and Conditions to any statute or provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

The headings in this document are for convenience only and shall not affect its interpretation.

Appointment of Agent

The Owner appoints the Agent to act as their agent in relation to the Property on a Sole Agency basis by carrying out the duties referred to in clause 3.

Unless otherwise stated in the Appointment Form, the Owner shall not during the Agency Period appoint any other person as the Owner’s agent for the purposes mentioned in clause 2.1.

The Agent’s Duties

• The Agent shall market the Property for sale on the open market.
• The Agent shall prepare particulars of the Property, including a written description, video footage (if applicable), and photographs. Once approved by the Owner, the Agent shall include them in printed advertising materials and on its website.
• The Agent shall give the Owner advice on the Property’s value.
• The Agent shall, if requested by the Owner and at the Owner’s cost, arrange for an Energy Performance Certificate (EPC) to be prepared prior to marketing. The Agent cannot market the Property without a valid EPC.
• The Agent shall, if requested by the Owner, erect and maintain a “for sale” board and comply with the Town and Country Planning (Control of Advertisements) Regulations 2007.
• The Agent shall deal with enquiries from potential buyers, arrange and escort viewings, and keep the Owner informed of all outcomes.
• The Agent shall take reasonable steps to establish the source and availability of a potential buyer’s funds and relay this information to the Owner.
• The Agent shall submit an invoice for the Commission within 30 days of being notified of exchange of contracts.
• The Agent shall make a member of staff available to the Owner at all reasonable times for consultation and advice.
• The Agent shall obtain and maintain all necessary licences, permits and approvals and comply with all relevant legislation and guidance.
• The Agent shall act with due care, diligence, and in accordance with sound commercial principles.
• The Agent may perform its duties in such manner as it thinks fit, subject to these Terms and Conditions and any proper directions from the Owner.

The Owner’s Commitments

The Owner confirms that they are the owner(s) of the Property and are entitled to sell it.

• The Owner shall provide the Agent with two sets of keys to the Property and confirms that the Agent may make further copies of the keys as necessary.
• The Owner understands that the Agent will be unable to market the Property unless a valid Energy Performance Certificate (EPC) is available. The Owner shall either provide the Agent with a valid EPC or instruct the Agent to arrange for an EPC to be prepared for the Property at the Owner’s cost.
• The Owner shall check the draft particulars prepared by the Agent and shall confirm their accuracy or notify the Agent of any required changes.
• If the Agent has, with the consent of the Owner, placed a “for sale” board at the Property, the Owner shall not permit any other agent to erect or maintain such a board during the Agency Period.
• The Owner shall inform the Agent of any offers received during the Agency Period from potential buyers who have not been introduced by the Agent.
• The Owner shall pay the Commission to the Agent in accordance with these Terms and Conditions on receipt of an invoice.
• The Owner shall pay interest on Commission not paid by the date of completion at 2% above the Barclays Bank plc base lending rate, from completion until payment.
• Subject to the Agent complying with its obligations, the Owner shall indemnify the Agent against any liability incurred solely by reason of being held out as the Owner’s agent.

Duration and Termination of Agency Contract

The contract between the Owner and the Agent shall continue for the Agency Period unless terminated under the provisions below.

• Either party may terminate the contract by giving not less than 2 weeks’ written notice, to expire at or any time after the end of the first 12 weeks of the Agency Period.

Upon termination:

• The Agent shall cease to promote, market, advertise or solicit offers for the Property.
• The Commission shall be payable if a buyer introduced by the Agent exchanges contracts:
  • through another agent within 6 months of termination; or
  • without another agent within 2 years of termination.
• The Agent shall have no claim for compensation for loss of agency rights, goodwill or similar loss (except unpaid Commission).

The rights to terminate do not prejudice any other rights or remedies for breach.

If control of the Agent (as defined in Section 840 of the Income and Corporation Taxes Act 1988) is acquired by a new person or connected group (Section 839), the Agent shall notify the Owner. The Owner may terminate the contract by giving not less than 1 month’s written notice within 30 days of receiving such notice.

Complaints and Redress

The Agent is a member of a redress scheme in accordance with the Redress Scheme Order.

Redress Scheme: The Property Redress Scheme

A copy of the Agent’s complaints handling procedure is available on request.

Nature of Agreement

• The contract is personal to the parties and may not be assigned, mortgaged, charged, sub-licensed or delegated without written consent.
• These Terms and Conditions and the Appointment Form constitute the entire agreement and may only be amended in writing signed by authorised representatives.
• Each party acknowledges that it does not rely on any representation not expressly included in these Terms and Conditions or the Appointment Form.
• No delay or failure to exercise rights constitutes a waiver.
• If any provision is held invalid or unenforceable, the remainder shall continue in force.

Notices and Service

Any notice or information required or authorised shall be given by:

• hand delivery;
• pre-paid registered first-class post;
• email, telex, cable, facsimile transmission or comparable means.

Notices sent by post are deemed served on the first day after posting if not returned undelivered.

Notices sent electronically are deemed served on the date of transmission, provided a confirming copy is posted within 24 hours.

Service of legal documents shall be effected by delivery to the registered or principal office, or another notified address.

Information for the Owner

[The Agent offers property-related services including mortgage advice, investment advice, insurance, surveying, conveyancing etc., for which the Agent may earn a fee.]

[The Agent may recommend certain products and services to buyers and may receive commission for such recommendations.]

The Owner may be liable to pay commission to another agent if:

• the Seller previously instructed another agent on a Sole Agency, Joint Sole Agency or Sole Selling Rights basis; or
• the Seller instructs another agent during or after the Agency Period.

VAT

Fees are shown inclusive and exclusive of VAT. If the VAT rate changes, the Owner shall pay the new rate from the date it becomes chargeable.

Relationship of the Parties

Nothing in these Terms and Conditions creates a partnership or employer–employee relationship between the Owner and the Agent.

Jurisdiction

These Terms and Conditions are governed by the laws of England and Wales. Each party submits to the non-exclusive jurisdiction of the English and Welsh courts.