terms and conditions
TERMS & CONDITIONS
These terms and conditions should be read carefully as they provide the legal framework against which CROWN ARK LTD (as defined below) agrees to provide the Services (as defined below) to you, the Client, and to which you agree to be bound.
These Terms & Conditions are in respect of the services provided to you (or to another party on your behalf and/or at your request) by CROWN ARK LTD (trading as “Crown Ark” or “Crown Ark Estates”) whose registered office is at 202 Kensington Church Street, London,
W8 4DP, registered in England & Wales under company Registration number 08371181,
(hereinafter referred to as “We” or “Crown Ark”)
The Terms & Conditions contained herein govern your access to and use of our Services. If you do not agree to be bound by these terms and conditions, you should not instruct us to proceed with the provision of any Services.
These Terms & Conditions apply between you and Crown Ark (together referred to as “the Parties” and individually as “Party”)
These Terms & Conditions contain the formal terms of appointment which Crown Ark is required to provide to you in accordance with the Estate Crown Arks (Provision of Information) Regulation 1991
THE APPOINTMENT
you agree to appoint Crown Ark, (and Crown Ark has accepted the appointment) to act on your behalf as agent to search, identify and negotiate the terms of the purchase and/or rental of Property in accordance with your search criteria (“the Services”); and in accordance with the following Terms and Conditions:
1. Terms of Reference & Search Criteria
Crown Ark is appointed by you to search, identify and negotiate the terms for the purchase of required property under the criteria provided by you to Crown Ark (or other criteria identified by Crown Ark and acceptable to you); and/or any other criteria which you may from time to time communicate to Crown Ark (“hereinafter referred to as the “Search Criteria”).
2. Performance of Terms of Reference
2.1 Search
Crown Ark is to search for relevant premises in accordance with the Search Criteria and identify and forward details of the appropriate properties to you.
2.2 Viewings
Crown Ark is to arrange viewings of properties Client wishes to see by liaising with the Sellers or Landlords or their appointed agents.
2.3 Negotiation
In accordance with Clients instructions, Crown Ark is to negotiate Heads of Terms with prospective Sellers. During the period of Negotiation Crown Ark is to liaise with Client and/or their professional advisors as directed.
2.4 Acquisition
The Acquisition agreement will be made between you and the Seller / Landlord only. There will be no direct contractual link between Crown Ark and the Seller or Landlord. For the avoidance of doubt any acquisition, purchase or rental by you shall include an acquisition or purchase or rental by any party, whether a company, partnership, natural person or otherwise on behalf of you and/or an acquisition or purchase or rental by any party connected to or associated with you.
2.5 Documentation relating to the Property to be acquired
Crown Ark will not specifically inspect any original deeds, make written enquiries or undertake a local search with the local Authority. If you do not have a solicitor Crown Ark, at your request, may recommend an appropriate and experienced solicitor to resolve any anticipated pre-contractual problems of a difficult nature in order to avoid any undue delay and, if required to deal with the legal matters on your behalf. You shall be directly liable and responsible for payment of the Solicitor’s fees and disbursements.
2.6 Formal Report
Advice given during the term of this instruction should be seen in the context of agency recommendations not as valuation and should be constructed accordingly. Information provided by Crown Ark is for your private use only and may not be disclosed to third parties or published in any way without written approval from Crown Ark.
3.1 Fees
Crown Ark’s Fees will be as follows:
3.1(a) In respect of Rented Property – Crown Ark’s Fee will be as agreed between the Parties.
3.1(b)In respect of purchase of Leasehold/Freehold Property – Crown Ark’s Fee will be as agreed between the Parties.
All fees are subject to VAT being charged at the prevailing rate.
3.2 Payment of Fees
Crown Ark’s fees in respect of 3.1(a) and/or 3.1(b) herein are payable on completion of the appointment. Completion of the appointment will be defined as completion of purchase or execution of the rental/tenancy agreement by you or on your behalf or by any party connected to or associated with you. Payment is to be made within 7 days of the date of Crown Ark’s invoice.
3.3 Out of pocket expenses: In the instance where Crown Ark is required to travel for longer than 1 (one) hour to any destination outside of London, you will be required to pay £50 per each hour of travelling time of Crown Ark. Additional expenses related to this appointment will such as travel fares (including train, taxi, air travel) and/or overnight accommodation which will also be charged to you.
3.4 Crown Ark’s fee shall not include any extra or additional services such as the translation of documents and/or any other service that you may require, which shall be agreed by the Parties and charged in addition to Crown Ark’s fee.
4. Termination of agency
a. You may serve upon Crown Ark 7 days’ notice in writing to terminate this agreement provided that you have not paid a holding deposit or signed tenancy agreement for the property introduced by Crown Ark.
b. Should you purchase a property or enter a tenancy or rental of a property that has been introduced by Crown Ark within 12 months of the termination notice expiring, the fee shall become immediately payable.
c. Crown Ark may serve 7 days’ notice upon you to terminate this agreement, without liability on the part of Crown Ark, at Crown Ark’s discretion.
5. Crown Ark’s liability
Unless caused by Crown Ark’s gross negligence in providing the service no liability shall be attached to Crown Ark whether it be in contract, tort or otherwise for any damage, loss, injury, or legal or other expenses incurred as a result of:
a. Any defect whether latent or apparent or failure to identify any defect in a property, appliances, furnishings, fixtures and fittings;
b. Any forecast by Crown Ark of market rents, or future income or expenditure;
c. Crown Ark having relied upon you to provide all relevant information;
d. The omission, act or insolvency of any person other than Crown Ark.
Crown Ark shall not be held liable to indemnify you in respect of any claims made by a third party for any damages, loss, injury, or legal or other expenses as referred to in clauses 5a to 5d or otherwise howsoever unless caused by Crown Ark’s gross negligence.
Crown Ark shall in no circumstances be made liable for any damage or loss or consequence save where death or injury results from Crown Ark’s negligence.
For the avoidance of doubt any property purchased or rented by you shall be at your own risk. you acknowledge that you are responsible for making your own enquiries, searches, surveys etc and instructing your own professional advisors in respect thereof.
6. Contact between You and Crown Ark
a. You agree to liaise and instruct Crown Ark in a timely manner. Communications received out of office hours including weekends and bank holidays shall be dealt with in the next working day or as soon as is practicable.
b. All instructions by you to Crown Ark must be confirmed in writing or if provided verbally confirmed in writing or by email within 3 working days of instruction.
c. You will immediately inform Crown Ark of any changes in circumstances which may affect the service provided.
7. Amendments
These terms and conditions may be subject to reasonable change without notice, but where Crown Ark has received a signed instruction and initial payment the terms and conditions shall remain in full force until the service has been completed or the agency terminated by either party subject to clause 4.
8. Identity protection
Details of you provided to Crown Ark are strictly confidential save that you agree without prior notice to their details being provided to the selling agent/vendor upon an offer made for a property.
9. Force majeure
Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including fire, natural disaster, terrorist strike, war or military hostilities and strikes of employees. It does not include merely inclement weather conditions.
10. Indemnity
You agree to protect, indemnify and hold harmless Crown Ark, its affiliates officers directors and employees from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to legal and accounting fees, brought by the Seller or the Landlord and/or any third parties as a result of your breach of these Terms and Conditions and/or the violation of any law or the rights of the Landlord or any third party.
11. Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of England & Wales and subject to the exclusive jurisdiction of the English courts (except for the purposes of enforcing any judgment or award of the English courts in another jurisdiction).
12. Anti-corruption
a. Each party understands and agrees that it will not participate in any corrupt practices and that each party will ensure that its officers, employees, subsidiaries, agents and sub-agents will not participate in any corrupt practices.
b. Either party shall be entitled to terminate the Agency in the event of a corrupt act by the other party where the corrupt activity goes to the root of the contract.
13. Effects of termination
Termination of the Agency, however caused, shall be without prejudice to any rights or liabilities accrued at the date of termination.
14. Entire agreement, waiver, severance & interpretation
a. These Terms & Conditions and the information contained in the Agreement Schedule constitute the whole agreement between the parties which supersedes all previous agreements between the parties relating to the subject matter.
b. Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
c. No failure or delay by a party to exercise any right or remedy provided under these Terms & Conditions (this agreement) or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
d. Nothing herein is intended to confer any rights or remedies upon any person other than the parties hereto; and nothing herein will confer any rights to any person under the contracts (rights of third parties) act 1999.
e. Crown Ark is acting under the agreement as an independent contractor. Nothing herein shall be construed to place you and Crown Ark in the relationship of employer and employee, principal and agent, partners or joint venturers.
f. This agreement is in respect of services and the parties recognise that Crown Ark is not a commercial agent within the meaning of the commercial agents (council directive) regulations 1993.
g. If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this agreement, and the validity and enforceability of the other provisions of this agreement shall not be affected.
h. Headings are used in this agreement for the convenience of the parties only and shall not be incorporated into this agreement and shall not be deemed to be any indication of the meaning of the clauses or schedules to which they relate.
i. These Terms & Conditions shall be binding upon and inure to the benefit of the parties and their respective successors
j. These Terms & Conditions are for the benefit of the parties to it and are not intended to be enforceable by any other party.
15. DATA PROTECTION ACT
The Client agrees that the Agent(Crown Ark Ltd) will collect and process personal information for the purposes of renting the Property (whether rental arrangement only, or full management). In this capacity the Agent may share personal data with estates agents, managing agents, utility suppliers, local authorities, any credit agencies, reference agencies, legal advisers, contractors and for debt collection agents, or to any third party with an interest in the Property the Client is wishing to rent, currently renting or was renting in the past. This includes but is not limited to block managers, concierges or porters, or managing agents of a building of which the Property forms part and developers or their representatives.
