1.               PRELIMINARY

1.1.                          In these Conditions JAMIKA Limited is referred to as "we", "us" or "our" and the client with whom we contract to supply services is referred to as "you", "your" and “yourself”.

1.2.                          Our responsibility is solely to you and we will perform our services with all reasonable care and skill and will act in good faith at all times.

1.3.                          Our services and fees are as stated in our accompanying client care letter

1.4.                          The terms of our appointment are binding between you and us and may only be varied if mutually agreed in writing with you and accepted in writing by your authorised signatory and one of our Directors or the Associate Director who has signed our letter of appointment.

 

2.               CHARGES AND EXPENSES

2.1.                          If there is a material change in the scope of our instructions, we will agree with you, in writing, an additional or alternative fee arrangement.

2.2.                          Unless expressly stated in our letter of appointment, in addition to our fees, you will (subject to condition 2.3 below) be responsible for all reasonably incurred out-of-pocket expenses including, without limitation, advertising, photocopying, printing and reproduction costs, signboards, mailshots, photography, receptions, plan printing charges, courier charges, travelling costs, overnight accommodation etc., and marketing material of any kind.

2.3.                          If we are responsible for arranging marketing material then we will obtain estimates for the costs of marketing materials and agree them with you before incurring the cost.

2.4.                          All fees quoted in our letter of appointment are exclusive of VAT, which will be charged at the applicable rate.  VAT shall also be payable by you on disbursements and other amounts due, where applicable.

2.5.                          In the event of our appointment being terminated for whatever cause, we reserve the right to charge for the work carried out (even if incomplete) in accordance with the fee basis agreed for the appointment or any subsequent agreed variations to the terms of our appointment.

 

3.               PAYMENT

3.1.                          Our invoices are due for payment upon receipt by you.

3.2.                          We reserve the right to charge interest calculated on a daily basis from the 31^st day following the date of the invoice at the statutory rate of interest determined in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) and to charge any reasonable debt collection costs incurred by us in the recovery of any outstanding payments that are properly due by you to us.

 

4.               COMPLAINTS PROCEDURE

4.1.                          In the event that you feel that we are falling short of the high standards that we set ourselves in the services we provide, please do let us know.   Our Complaints Procedure involves a full investigation of any complaints that we receive.  A written copy of our Complaints Procedure will be made available upon request.

 

5.               LIABILITY

5.1.                          All information that has been or will be supplied to us by you or your representatives has been or will be accepted as being correct unless otherwise stated.

5.2.                          Nothing in this appointment shall exclude or limit a party’s liability for death or personal injury caused by that party’s negligence, or for fraudulent misrepresentation.

5.3.                          Neither party to the appointment shall be liable to the other party for any indirect, special or consequential loss or damage howsoever caused, whether in contract, tort, negligence or otherwise.

5.4.                          A party shall not be liable to the other party for any failure or delay in performance of its obligations under this appointment where such failure or delay is due to reasons outside its reasonable control. 

5.5.                          Subject to condition 5.6 below, our maximum liability (in contract, tort, negligence or otherwise) to you howsoever arising

in relation to any property to which the appointment relates, shall in no circumstances exceed 25% of the value (on the basis identified in the appointment or if no basis is expressed Market Value as defined by the IVSC) on the date of this instruction of that property.

5.6.                         Our maximum aggregate liability to you arising from, or in relation to, this appointment (in contract, tort, negligence or otherwise) howsoever arising shall not in any circumstances either exceed £2 million or exceed the sub-limits stated from time to time in our insurance policies (details available on request).

 

6.               DOCUMENTS

6.1.                         Unless expressly stated in our letter of appointment, all intellectual property rights in all reports, drawings, accounts and other documentation created, prepared or produced by us in relation to our appointment belongs to us.

 

7.               TERMINATION

7.1.                          Our services under the terms of our appointment will terminate when one of a number of events occurs, which include:

7.1.1.                        The job is finished; or

7.1.2.                        If you and we consider that it is not in the mutual best interest of the two parties for us to continue to act on your behalf; or

7.1.3.                        If you do not pay our invoices as they fall due, or we reasonably anticipate that that will be the case; or

7.1.4.                        If either you or us becomes insolvent, or has a receiver, liquidator, administrator or administrative receiver appointed; or

7.1.5.                        If either you or us ceases or threatens to cease trading.

 

8.               SUPPLEMENTARY TERMS

8.1.                          Agency appointments only - Where we are acting for you on the sale or purchase of an interest in a property, please refer to the attached Supplementary Terms for Agency Appointments.

8.2.                          Valuation appointments only - Where we are acting for you on the valuation of a property or a property portfolio, please refer to the attached Supplementary Terms for Valuation Appointments.

 

9.               MONEY LAUNDERING REGULATIONS

Legislation has imposed on us obligations for mandatory reporting, record-keeping and client identification procedures. We may have to obtain certain identification documentation from you which we will attempt to verify electronically, but on occasion we may need to ask you to assist us in complying with such requirements.  Where such information is requested, you will provide such information promptly to enable us to proceed to provide our services.  We shall not be liable to you or any other parties for any delay in the performance or any failure to perform the services which may be caused by our duty to comply with such requirements.

 

10.            GENERAL

10.1.                      We do not give legal advice.  You should seek legal advice as appropriate from your lawyers.  We have no responsibility for the content of any legal advice that is obtained.

10.2.                      We maintain professional indemnity insurance (details available on request).

10.3.                      We comply with the Data Protection Act 1998 in relation to your personal data.

10.4.                      All discussions we have with you, advice we give to you and documentation provided by you to us will be kept confidential, unless we agree with you otherwise.

10.5.                      We support the Code of Practice for Commercial Property Leases.

10.6.                     For the purposes of the Contract (Rights of Third Parties) Act 1999, you and we agree that it is not intended for any term of the appointment to be enforceable by any third party who, but for the Act, would not have been entitled to enforce such terms.

10.7.                      If at any time any part of the appointment is held to be or becomes void or otherwise unenforceable for any reason, then that part will be deemed omitted from the appointment. The validity or enforceability of the remaining parts of the appointment shall not in any way be affected or impaired as a result of that omission.

10.8.                      The appointment, and any issues or disputes arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation, or otherwise) shall be governed by and construed in accordance with English Law and the exclusive jurisdiction of the English Courts.