TERMS OF BUSINESS
- DEFINITIONS AND INTERPRETATIONS
In these Terms:
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 the Management Agreement and/or Sales Agreement. 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. In the absence of your express agreement to these Terms, the Management Agreement or the Sales Agreement, your continuing instructions to Castledene will constitute acceptance of these terms and you shall be bound by them accordingly.
1.2 In the case of any inconsistent or incompatible provisions between the Management Agreement, the Sales Agreement and the Terms, the Terms take precedence.
1.3 Client (referred to throughout as ‘you’) means the person, company, firm or other legal entity that instructs Castledene. 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 our internal procedures, money laundering and any other risk obligations.
1.4 Castledene (referred to throughout as “Castledene” “we” or “us”) is the trading name of:
Castledene Holdings Limited, Registered in England and Wales under company number 10520033 whose registered office is at Easington Business Centre Seaside Lane, Easington Colliery, Peterlee, United Kingdom, SR8 3LJ; and
Castledene Property Consultants Limited, Registered in England and Wales under company number 06570389 whose registered office is at Easington Business Centre Seaside Lane, Easington Colliery, Peterlee, United Kingdom, SR8 3LJ; and
Castledene Sales and Lettings (Seaham) Limited, Registered in England and Wales under company number 03879463 whose registered office is at The Former Rafa Club, Seaside Lane, Easington Colliery, Peterlee, United Kingdom, SR8 3LJ; and
Castledene Sales and Lettings (Bishop Auckland) Limited, Registered in England and Wales under company number 06478514 whose registered office is at Easington Business Centre Seaside Lane, Easington Colliery, Peterlee, United Kingdom, SR8 3LJ; and
Castledene Sales and Lettings Easington Limited, Registered in England and Wales under company number 06570322 whose registered office is at Easington Business Centre Seaside Lane, Easington Colliery, Peterlee, United Kingdom, SR8 3LJ; and
Castledene Sales & Lettings (Hartlepool) Limited, Registered in England and Wales under company number 09399716 whose registered office is at Seaside Lane, Easington Colliery, Peterlee, United Kingdom, SR8 3LJ; and
Castldene Sales And Lettings Spennymoor Limited, Registered in England and Wales under company number 10270682 whose registered office is at Easington Business Centre Seaside Lane, Easington Colliery, Peterlee, United Kingdom, SR8 3LJ; and
Hegartys Estate Agents Ltd, Registered in England and Wales under company number 08158134 whose registered office is at Wheeler House, 2/3 Newbottle Street, Houghton Le Spring, Tyne and Wear, DH4 4AL
The above Companies may also be denoted as “Castledene Companies” “Castledene Entities” or “Castledene Group Companies” but at all times references to the same shall be a reference to Castledene.
1.5 Confidential Information means information that is by its nature confidential and/or is designated by us to be confidential.
1.6 Management Agreement means any agreement entered into between Castledene and you for the rental of property.
1.7 Multiple Selling Rights means that if we are amongst a number of agents instructed to market your property, you will only be required to pay our fees incurred in connection with the sale if contracts are exchanged between you and a purchaser introduced by us or exchange takes place between you and a purchaser with whom we had conducted sales negotiations during the period of Sole Selling Rights.
1.8 Sales Agreement means any agreement entered into between Castledene and you for the sale of property.
1.9 Purchaser includes a tenant or licensee.
1.10 Seller includes a landlord or licensor.
1.11 Sole Selling Rights means that by instructing us as Sole Agents to sell your Property you grant us Sole Selling Rights which means that you will be liable to pay fees to us, in addition to any other costs or charges agreed, if:
(a) unconditional contracts for the sale of the Property are exchanged in the period during which we have Sole Selling Rights even if the purchaser was not found by us but by another agent or by any other person, including you; and
(b) if unconditional contracts for the sale of the Property are exchanged after the expiry of the period during which we have Sole Selling Rights but to a purchaser who was introduced to you during that period or with whom we had negotiations about the Property during that period.
2.1 Our fees are as stated in the Management Agreement and/or Sales Agreement.
2.2 Where we agree to act jointly with another agent, we will be acting with Multiple Selling Rights.
2.3 Additional Work: Where we are required to undertake additional work outside the agreed scope of the services outlined in the Management Agreement or the Sales Agreement additional charges will apply.
2.4 Estimates: Any estimates of fees or other costs are provided on the basis of the information you provide to us. Such estimates are not therefore binding upon us if the information provided to us is in any way incomplete, misleading or wrong.
Unless otherwise agreed in writing, in default of payment by you within the time limits set out in the Management Agreement and/or Sales Agreement, interest will be chargeable upon outstanding invoices at the rate of 5% above the Bank of England minimum lending rate per annum from time to time from the due date of payment until payment is received.
4.0 SCOPE OF SERVICES
4.1 We accept no liability for the content or interpretation of title, regulatory documents (such as Energy Performance Certificates) or tenancy documents and 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 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.
4.2 It may be necessary as part of our work to instruct contractors on your
behalf. We will not do so before obtaining your authority, unless in cases of emergency where we deem the Property requires immediate urgent access in the interests of safety. In such instances Castledene accepts no responsibility for costs or damage incurred whilst such access is obtained.
4.3 Once you have authorised us to instruct contractors on your behalf you will ultimately be responsible for payment of their fees, in the absence of any contrary terms in the Management Agreement and any other matters relating to their performance.
4.4 In accepting your instructions to instruct contractors on your behalf we do not warrant their competence nor shall we be liable for any loss or damage suffered from such lack of competence.
4.5 Any property market projections incorporated within our services to you including but not limited to, income, expenditure, associated growth rates, interest rates, incentives, potential investment yields, potential investment returns and associated costs are projections only and may prove to be inaccurate. Accordingly, such property market projections should be interpreted as an indicative assessment of potentialities only, as opposed to certainties or likelihoods.
5.0 INFORMATION PROVIDED
5.1 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.
5.2 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.
5.3 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) or incomplete.
5.4 Subject only to Clause 7 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.
6.1 We shall treat receipt of an e-mail from you as a request for us to communicate with you by e-mail.
6.2 If you intend to communicate with us by e-mail, by accepting these Terms you confirm that you understand the risks of doing so and you authorise us to act upon electronic instructions which have been transmitted (or appear to have been transmitted) by you.
7.0 DATA PROTECTION
7.1 We will not disclose to any third party any personal data without your express authority to do so.
7.2 You agree that we may receive and retain documentary proof required by the Money Laundering Regulations 2007 and can disclose it to any Government 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 7.1 above.
7.3 We may occasionally use your contact details and share those details between associated Castledene Group companies to inform you of property updates, client seminars, and similar notifications. By accepting these terms you consent to our sending you such information. If you do not wish to receive such information, please advise us, by writing to our registered office.
7.4 Calls to and from Castledene may be recorded for training and monitoring purposes. If you require any further information, please do not hesitate to contact us.
8.0 LIMITATION OF LIABILITY
8.1 In relation to any services provided by us to you the following limitations apply:
8.2 You agree not to bring any claim for any losses against any member, officer, director, employee or consultant of Castledene or any Castledene Entity (each a "Castledene Person"). You hereby agree that a Castledene Person does not have a personal duty of care to you and any claim for losses must be brought against Castledene. It is agreed that any Castledene Person may enforce this clause under the Contracts (Rights of Third Parties) Act 1999 but that these terms may be varied at any time without the need for them to consent.
8.3 We will not be liable in respect of any of the following:
(a) for any services outside the scope of the Management Agreement and/or Sales Agreement agreed to be performed by us;
(b) to any third party;
(c) in respect of any losses incurred by you as a result of a tenant’s actions where we have otherwise complied with these Terms and the terms of the Management Agreement.
(d) for any losses, costs, penalties or damages arising from the Energy Performance of Buildings Regulations 2011.
8.4 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.
8.5. Our liability for loss and damage attributable to our negligence, breach of contract, misrepresentation or otherwise (but not in respect of fraud, fraudulent misrepresentation, death or personal injury) shall not exceed £500,000 per single originating cause. This limit applies to each and every transaction and retainer and any subsequent work we undertake for you.
8.6 The exclusions and limitations in this paragraph will not exclude or limit any liability for fraud or dishonesty or for liabilities which cannot lawfully be limited or excluded.
8.7 Where the Management Agreement and/or Sales Agreement refers 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.
8.8 On receipt of instructions from a Seller or Landlord, Castledene will prepare sales/ lettings particulars of the property which will be forwarded to the Seller/ Landlord for checking and signing off. The Seller/ Landlord is required to ensure that these particulars are accurate and in no way misleading. Castledene accepts no liability on the Seller/Landlord’s behalf for errors within the particulars or loses arising from errors in the particulars.
Neither these Terms, the Management Agreement, the Sales Agreement nor any terms within those documents may be assigned by you to any third party unless agreed in writing.
10.0 TERMINATION OF INSTRUCTIONS
10.1 We may terminate any agreement governed by these Terms immediately by notice in writing:
(a) Where as a result of circumstances outside the control of both of us our services become impossible of performance or;
(b) Where you have rendered our services impossible of performance or;
(c) You have provided incorrect information to us contrary to Clause 5 above upon which we have relied or;
(d) If you have not made payment by the due date of any sum payable to us or;
(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.
10.2 You may terminate any agreement governed by these Terms by giving not less than 1 months’ notice in writing. However, if the Management Agreement and/or Sales Agreement states a minimum period for our instruction, notice to terminate may not be given so as to expire before the end of that period.
10.3 On termination of our instructions you will be liable to pay to us any outstanding costs, fees and expenses and you will remain liable for any fees arising under these Terms, the Management Agreement and/or the Sales Agreement.
10.4 Notwithstanding termination of our agreement with you the provisions of Clauses 1 to 7, 8, 13, 16 and 17 shall remain in full force and effect.
11.0 MONEY LAUNDERING COMPLIANCE
We are required by law to operate procedures pursuant to the Money Laundering Regulations 2007, 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. Failure to provide us with the requested documents within a reasonable timescale will result in our immediate termination of these Terms and any other agreement between us.
Castledene operates a procedure for complaints handling as required by The Property Ombudsman. A copy is available on request.
- STATUTORY OBLIGATIONS
Castledene complies strictly with the provisions of the Estate Agents Act 1979, the Consumer Protection Act 2008, the Codes of Practice of the National Association of Estate Agents and The Property Ombudsman (www.tpos.co.uk).
- INTELLECTUAL PROPERTY
Castledene owns all copyright, trademarks and any other intellectual property rights in all material and content on its website and any company documents, which you may use, download, copy, publish, transmit or otherwise make available by any other means only for your own personal, non-commercial use. Any other use of reproduction of the material or content is strictly prohibited.
- WEBSITE DISCLAIMER
Whilst we use all reasonable efforts to ensure that the information published on our website is accurate, current, and complete at the date of publication, no representations or warranties are made (express or implied) as to the accuracy, currency or completeness of such information. We cannot accept any responsibility (to the extent permitted by law) for any loss arising directly or indirectly from the use of, or any action taken in reliance on, any information appearing on this website or any other website to which it may be linked.
We make no warranty that the website will meet your requirements or will be uninterrupted, timely or error-free, that defects will be corrected, or that the site or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy and reliability of the website.
16.0 LAW AND JURISDICTION
16.1 These terms of business are subject to the laws of England and Wales.
16.2 Any dispute shall be subject to the exclusive jurisdiction of the English Courts.
16.3 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.
17.0 RIGHTS OF THIRD PARTIES
Except as set out in clause 8 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.