Terms of Business
1 DEFINITIONS & INTERPRETATIONS
Advisor(s): Independent contractors who DDRE have engaged with for the supply of their real estate agency services.
Agreement: This agreement for services to be provided to you on the terms of business set out.
Commission: A payment made by the Client to DDRE that directly relates to the services provided, specifically payment of the agreed percentage of the total sale price of the Property (including any additional sum agreed to be paid for fixtures, fittings, furniture, and/or any other items, included within the sale and / or this Agreement).
Completion: Completion of the sale of the Property.
Confirmation of Instruction: The form above which is to be read and signed by the Client and forms part of this Agreement.
DDRE: DDRE Ltd, a company registered in England and Wales with company registration number 12476150 and registered office at Marlborough House, 298 Regents Park Road, London, N3 2SZ.
Exchange, Exchanged, Exchanges: The time at which a contract for the sale of the Property entered between the Client and the Purchaser becomes legally binding.
EPC: Abbreviation of Energy Performance Certificate. Provided by an accredited energy inspector which is required when selling a property, unless exempt. An EPC will be valid for 10 years.
Introduction: Introduction of a Purchaser made by us to the you or your Property during the period that we are instructed in the sale of the Property and will include providing information regarding the you or the your Property.
Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Mandated Advisor: As noted in the Confirmation of Instruction, who DDRE has engaged for services as an independent contractor and you have mandated to have conduct of the sale of your Property.
Marketing Consent Form: Filled in by you, confirming the permissions you give us in relation to content creation, marketing and PR. It can be found here:
Marketing Expenses: Any costs and expenses incurred by DDRE as set in the Confirmation of Instruction in connection with the marketing of the Property with the prior agreement and understanding that such costs and expenses incurred shall be reimbursed by the Client in accordance with the terms of this Agreement. Our Content Costs can be found here:
Minimum Term: The term of this Agreement as specified in the Confirmation of Instruction.
Property Registration Form: Filled in by you, laying out key information about the Property. It can be found here:
Purchaser: The person(s) or legal entity(s) or combination of such who are interested in the Property and/or intend to purchase the Property.
Services: Means the active marketing of the Property and negotiation of the sale of the Property to a prospective Purchaser.
UK GDPR: Meaning given in section 3(10) of the Data Protection Act 2018.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere. DDRE is registered for VAT. Our VAT number is: 34600222.
We, our, us: DDRE and all those who are employed by DDRE and any Advisor.
2. TYPES OF AGENCY
2.1.1 Sole Selling Rights means that you are only appointing DDRE to sell your Property.
2.1.2 Joint Sole Selling Rights means that you are appointing DDRE and one other agent to sell your Property.
2.1.3 You will be liable to pay Commission to DDRE in the following circumstances:
- if unconditional contracts for the sale of the Property are Exchanged, irrespective of whether the Purchaser is introduced by DDRE, another agent, or by the Client, or any third-party;
- if unconditional contracts for the sale of the Property are Exchanged after the expiry of the period during which DDRE has these selling rights but to a purchaser who was introduced to the Client during that period or with whom DDRE had negotiations about the Property during that period.
2.1.4 You warrant that you will immediately notify us of any private approach or offer to you so that we may negotiate.
2.2.1 ‘Multiple Agency” means that DDRE will act as agents with one or more other agents on a multiple agency basis in the sale of the Property until DDRE instructions are terminated by either party in accordance with clause 17.
2.2.2 In the following circumstances the Client will be liable to pay Commission to DDRE at the multiple agency commission rate set out in the Confirmation of Instruction:
- a Purchaser is introduced by DDRE during the period of DDRE’s Multiple Agency; or
- DDRE has had negotiations with a Purchaser concerning the Property during the period of its Multiple Agency.
2.3.1 An introduction by DDRE may be indirect: for example, where the party (which may be also a corporate entity) who Exchanges contracts for the purchase of the Property (the Purchaser) has engaged a third party to represent them in finding the Property (or who may be a friend, associate or relative) and is the person DDRE had initially introduced to you.
2.3.2 An introduction will also be deemed to be an effective introduction where contracts are Exchanged for the purchase of the Property and any marketing activity has been generated by DDRE including (but not limited to) the publication of details of the Property on the DDRE website or any other sites upon which DDRE properties are listed or advertised in local or national press, and whereby it would not otherwise be possible for the Purchaser to have known that the Property was for sale.
3 ASSET TRANSFER OR SHARE SALE
3.1 Where the Property is purchased by way of an asset transfer or a share purchase, it is the intention of the parties to this Agreement, that such a transfer will be treated as if it was a standard sale of property for the purposes of this Agreement. It should additionally be noted that DDRE does not provide tax advice and that the way you choose to sell your Property is recommended to be made in conjunction with the appropriate legal and tax advice.
4 ADVISORS & SUB-AGENTS
4.1 Where we consider it may assist in introducing a Purchaser for your Property we may instruct additional Advisors and / or sub-agents from our carefully selected network to work alongside the Mandated Advisor. This collaborative approach aims to maximise the exposure of the Property and attract a wider pool of Purchasers. . We shall be liable for any commission payable to any such sub-agent, unless otherwise agreed by you in writing.
4.2 Advisors and sub-agents are separate and independent from us and we are not liable for any acts or omissions by them. No Mandated Advisor or sub-agent acts as agent for or has authority (whether actual, apparent, implied, or otherwise) to represent, bind or obligate us unless expressly agreed between you and us in writing.
5 CREATION OF A TENANCY
5.1 In the event of a tenancy agreement for a Client’s Property being entered into at any time with a party or any associated party who is introduced either directly or indirectly by DDRE, you agree that Commission is payable to us at the rate of 10% plus VAT (12% inc. VAT) of the total rent payable under the tenancy agreement and excluding any management service for the duration of the tenancy.
6 PAYMENT OF ACCOUNT
6.1 DDRE’s fees (together with any unpaid Marketing Expenses) become due and payable by you upon Exchange and we shall raise our invoice upon Exchange accordingly. However, and at the sole discretion of DDRE, our fees may be paid by completion out of completion monies received by your solicitor. You agree to instruct your solicitor to provide an undertaking to pay our fees out of the completion monies, if not before. If you become aware that there may be insufficient funds available to pay our fees from the net proceeds of sale, you must notify us immediately.
6.2 If DDRE is instructed by more than one person, any entities or individuals (‘the Clients’) shall be jointly and severally liable for the payment of Commission and Marketing Expenses.
6.3 We reserve the right to charge interest on any overdue invoices, calculated daily, from the date when payment was due until payment is made at 4% above the bank of England base rate.
6.4 If we find it necessary to use other parties, including solicitors to recover agreed fees, costs or charges, you agree to pay all costs and disbursements incurred by us in pursuing such recovery on an indemnity basis whether or not proceedings are issued. For the avoidance of doubt, we shall consider formal recovery of any fees that have been outstanding for more than 14 calendar days.
6.5 You will remain liable for any fees due to us under this Agreement and our fees will remain fully in force even after termination of the Agreement.
6.6 If we introduce a Purchaser and agree sales terms in accordance with your instructions, we reserve the right to charge you 50% of the agreed fee if you later decide to withdraw from the sale of the Property.
6.7 It is important to note that you may have a dual fee liability if you have previously instructed another agent to sell the Property or if you instruct another agent during or after the period of your engagement with us.
7 VAT
7.1 You must pay value added tax (VAT) at the prevailing rate on all our invoices wherever you live.
8 MARKETING
8.1 DDRE will endeavour to exercise all reasonable care in the marketing and viewing of the Property, you accept that this necessarily involves providing information to a significant number of people.
8.2 To ensure that DDRE is compliant with the Housing Act 2004 (as amended from time to time), marketing of the Property will commence as soon as legislation permits. Before marketing the Property, we will ask you to fill out a Property Registration Form and we will ask you to approve any content, copy, and any other information we produce about the Property before we use it. You warrant on an ongoing basis that all information provided to us is complete and accurate and that you have taken steps to carry out your own due diligence to ascertain the accuracy of any such information provided to us. You confirm that you will tell us if you become aware of any matter which may be material to a buyer.
8.3 You agree that DDRE may at any time, including After this Agreement ends, publish information, promotional material (including without limitation the address, asking price, plans and description)_images and / or video recordings of the Property on our website other websites, social media, newspapers and in such other media, as we consider necessary to promote the sale of your Property. We may include details of the Property within post Exchange and other marketing material that we may produce to promote DDRE as part of the marketing exercise. This will be done in line with the marketing consent form, which we will ask you to complete.
8.4 You shall indemnify us, our directors, members, employees, or agents against any claim made in respect of the Property or any misleading marketing or omission or any other misdescription arising out of or in connection with any act or default by you.
8.5 Whilst we will exercise all reasonable care when arranging and conducting viewings, you are advised to ensure that they have in place sufficient insurance arrangements for any liability which may arise because of such visits to the Property as DDRE shall have no liability for any acts or omissions of any person, other than its employees during such visits.
8.6 Copyright and other Intellectual Property Rights in any original material including, but not limited to all particulars, brochures, plans, photographs, videos and other promotional materials produced by us for you shall remain vested in us. You shall indemnify us against all losses, expenses and damages suffered or incurred or paid by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights, arising out of, or in connection with, the receipt or use in the performance of the Agreement of any information provided to us by you.
9 EPC
9.1 You are required by law to have an EPC before we can commence marketing the Property. Where you do not commission an EPC, you authorise us to obtain one for you. In that event, the EPC company will invoice you directly.
10 PLANNING ENQUIRIES
10.1 We will not undertake any planning enquiries relating to the development potential for the Property and therefore this is not considered in any marketing advice or recommended sales price. We do not have a planning department however, we can advise you on who can provide advice in this regard if requested.
11 THIRD-PARTY REMUNERATION
11.1 At your request, we may refer you to third parties whom we work closely with. Should you proceed to utilise any third-party services, we may receive a fee as remuneration for the introduction. In accepting this Agreement, you confirm that you are aware and agree to us receiving any such fees.
11.2 Nothing in this Agreement shall constitute any form of contract between you and any other third party or any fees as referred to in clause 11.1. Any remuneration will only be paid to us should you decide to commission services from third parties whom we have introduced you to.
11.3 Third-party referrals function separately from us. All third-parties are wholly responsible for the way they perform services and for any and all losses, liabilities, damages, injuries, charges and costs (whether tangible or intangible). They shall be liable for their own negligence and the negligence of their employees, if any.
12 OFFER OF SERVICES TO PURCHASERS
12.1 Services may be offered to Purchasers directly or indirectly where we may benefit financially. This includes but is not limited to: financial, property letting and management and the sale of the Purchaser’s property.
13 FINANCIAL CRIME
13.1 We are required by law to comply with the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 and Proceeds of Crime Act 2002. These includes establishing the identity and address of clients and the source of any funds received. We are unable to act for you until due diligence is completed.
13.2 You agree to provide any information or documentation which we reasonably request in this regard.
13.3 If any information changes that would alter our records during this instruction, such as a change in beneficial owners, you will inform us immediately. 13.4 This information will not be disclosed to any other person, except for those authorised to regulate or conduct enquiries under the Regulations or where otherwise required by law or regulation.
14 CONFLICT & DISCLOSABLE INTERESTS
14.1 We have procedures in place to avoid conflict of interest, but if you become aware of any conflict or potential conflict, you must notify us immediately. 14.2 The Estate Agents Act 1979 requires us to disclose, both to you and a purchaser, any connection that we, our employees or associates may have with either party, whether directly or indirectly, or with any member of their respective families. Should we become aware of any such interests, we will advise you accordingly. Should you be aware of any such connection with us you must advise us immediately.
15 COMPLAINTS PROCEDURE
15.1 A copy is available on request.
16 LIABILITY
16.1 As far as the law allows, our total liability to you for any direct loss or damage caused by our negligence, breach of contract or otherwise is limited to £2,000,000. We do not accept liability for any indirect or consequential loss (such as loss of profits). These limitations do not apply to death, personal injury, or fraud.
16.2 You agree not to bring any claim arising out of or in connection with this Agreement against any member, employee, director, or consultant of DDRE (each called a "DDRE Person"). These individuals do not have a personal duty of care to you. Any such claim for losses must be brought against DDRE. Any DDRE Person may enforce this clause under the Contracts (Rights of Third Parties) Act 1999, but these terms may be varied at any time without the need for any DDRE Person to consent.
17 TERM AND TERMINATION
17.1 DDRE’s appointment will continue for the Minimum Term specified in the Confirmation of Instruction. Thereafter, or if no such period is specified either party has the right to terminate this Agreement at any time by giving not less than 28 days' written notice in writing to the other party.
17.2 DDRE may terminate this Agreement without notice to the Client if:
17.2.1 The Client commits a material breach of any terms of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so; or
17.2.2 The Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
17.2.3 The Client is the subject of a bankruptcy petition, application or order; or
17.2.4 The Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
17.3 For this avoidance of doubt, termination by you pursuant to clause 17.1 above shall not affect the rights of DDRE under this Agreement or the liabilities of the Client to DDRE accrued up to and including the date of termination.
18 CONFIDENTIAL INFORMATION
18.1 You shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, clients of ours, except as permitted below.
18.2 You may only disclose our confidential information:
18.2.1 to your employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out your obligations under this Agreement. You shall ensure that your employees, officers, representatives, subcontractors or advisers to whom you disclose our confidential information to comply with this clause; and
18.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 You shall use our confidential information for any purpose other than to perform your obligations under this Agreement.
19 FORCE MAJEURE
19.1 Neither party shall be liable under or in connection with these terms to the extent that such liability arises because of any event or circumstance or cause beyond the reasonable control of that party.
20 RIGHTS OF THIRD PARTIES
20.1 Except as set out in clause 16, none of the terms of this Agreement are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
21 LAW
21.1 These terms are subject to the laws of England and Wales. Any dispute that arises out of this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
21.2 If a court rules that any provision of these terms is invalid or unenforceable, this will not affect the rest of the terms, which will remain fully in force.
22 WAIVER
22.1 A waiver of any right or remedy by us under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by us to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict us from any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy by us provided under this Agreement or by law shall prevent or restrict us in the further exercise of that or any other right or remedy.
23 ENTIRE AGREEMENT
23.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
23.2 Each party acknowledges that entering into this Agreement does not rely on and has no remedy in respect of any statement, representation, assurance, or warranty (made innocently or negligently) that is not set out in this Agreement.
23.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
23.4 Nothing in this clause shall limit or exclude any liability for fraud.
24 VARIATION
24.1 Except as set out in this Agreement, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
25 ASSIGNMENT
25.1 DDRE may with your consent such consent shall not unreasonably be withheld or delayed assign all or any rights (and transfer all its obligations) under this Agreement to any successor in title to the business of DDRE. You agree to execute a novation to give full effect to any such transfer (so that any successor in title to the business of DDRE assumes of all DDRE.’s rights and obligations under this Agreement in place of DDRE) upon request.