Terms of Business

1 DEFINITIONS & INTERPRETATIONS

Advisor(s): Independent contractors that DDRE works with to provide estate agency services.

Agreement: This document, which sets out the terms under which we’ll provide our services to you.

Commencement Date: means the date you sign this Agreement or instruct us to commence work, whichever happens first.

Commission: A fee you pay us based on the sale price (including anything extra agreed for fixtures, fittings, furniture or other items).

Completion: The point when the sale of the Property is legally finalised.

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 (or if the Property is sold through an asset transfer or a share purchase, the time at which that contract) is entered into between the Client and the Purchaser becomes legally binding.

EPC: An Energy Performance Certificate is required (unless exempt) when selling a property.An EPC will be valid for 10 years.

Introduction: Introduction of a Purchaser made by us to you or your Property during the period that we are instructed.This includes providing information regarding your Property to the Purchaser.

Intellectual Property Rights: All intellectual property rights, such as copyrights, trademarks, designs, and related rights, whether registered or not, remain ours unless agreed otherwise. This includes any materials we create for marketing your Property.

Mandated Advisor: The Advisor you have mandated to have conduct of the sale of your Property, as noted in the Confirmation of Instruction.

Marketing Consent Form: means the 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: These are any agreed costs for marketing your Property, as outlined in the Confirmation of Instruction. You’ll be responsible for reimbursing them as set out in 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: means the form filled in by you, laying out key information about the Property.It can be found here:

Purchaser: The individual(s) and/or entity interested in, or intending to buy, your Property.

Services: Means the active marketing of the Property and negotiation of the sale of the Property to a prospective Purchaser.

UKGDPR: The UK’s data protection rules, as defined in section 3(10) of the Data Protection Act 2018.

VAT: Value Added Tax, which we are required to charge where applicable. Our VAT number is 34600222. 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 (including the Mandated Advisor).

2. TYPES OF AGENCY

2.1 SOLE AND JOINT SOLE SELLING RIGHTS

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 agree to pay us our fee if any of the following happens:

1. if unconditional contracts for the sale of the Property are Exchanged during the period which DDRE has these selling rights irrespective of whether the Purchaser is introduced by DDRE, another agent or any other person, including yourself.
2. 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 you during that period or with whom DDRE had negotiations about the Property during that period, irrespective of whether the Purchaser was introduced by DDRE, another agent or any other person, including yourself.

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 MULTIPLE AGENCY

2.2.1 Multiple Agency: This means DDRE will market your Property alongside other agents until either of us ends the Agreement (see clause 15).

2.2.2 You agree to pay us our fees if any of the following happens:

1. if unconditional contracts for the sale of the Property are Exchanged during the period which DDRE has these selling to a Purchaser who has been introduced by DDRE and/or DDRE has had negotiations with.
2. 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 you by DDRE and/or with whom DDRE had negotiations with during that period.

2.2.3 In the case of Multiple Agency there is no need notify us of any private approach or offer.However, you may wish to introduce them to us so that we may negotiate on your behalf.Only in this case would a fee be payable to us, should they go on to purchase your Property.

2.3 INDIRECT INTRODUCTIONS

2.3.1 An introduction by DDRE may be indirect: for example, where the Purchaser has engaged a third party including another agent, friends, associates or relatives to represent them in finding the Property, and that third party is the person we initially introduced to you.

2.3.2 An introduction will also be deemed to be an effective introduction if the Purchaser found out about your Property through our marketing efforts. This includes (but isn’t limited to) listing the Property on our website, partner sites, social media or in the press. In short, if they wouldn’t have known the Property was for sale without our marketing, the introduction counts.

3 ASSET TRANSFER OR SHARE SALE

3.1 If the Property is sold through an asset transfer or a share purchase, it will be treated the same as a standard property sale under this Agreement. Please note that we don’t provide tax advice, so we recommend speaking to a legal or tax professional before deciding how to structure the sale.

4 ADVISORS & SUB-AGENTS

4.1 If we believe it will help attract more potential buyers for your Property, we may bring in additional Advisors or trusted sub-agents to support your Mandated Advisor. This collaborative approach helps give your Property more exposure. We’ll cover any commission owed to these Advisors or sub-agents, unless we’ve agreed something different with you in writing.

4.2 Advisors and sub-agents work independently from us, and we’re not responsible for anything they do or fail to do. They don’t have the authority to speak or act on our behalf, unless we’ve clearly agreed that in writing with you.

5 CREATION OF A TENANCY

5.1 In the event of a tenancy agreement for your Property being entered into at any time with a party or any associated party who is introduced by us, you agree that Commission is payable to us at the rate of 12% plus VAT (14% 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 Our fees and any Marketing Expenses will be invoiced and become payable when contracts are Exchanged.In most cases, and at our sole discretion, we will agree for the fee to be settled on completion, directly from the sale proceeds handled by your solicitor.On this basis, you agree to ask your solicitor to give us a written undertaking to pay our fee from those completion funds.

6.2 If you think there might not be sufficient proceeds left from the sale to cover our fees, please let us know as soon as possible.

6.3 If more than one person or entity instructs us, everyone involved is jointly and solely responsible for paying our fees and Marketing Expenses.

6.4 If payment is late, we may charge interest daily at 4% above the Bank of England base rate.

6.5 If we need to involve third parties e.g. solicitors to recover any unpaid fees, you agree to cover the costs involved, whether or not legal proceedings are started, on a full indemnity basis. We may begin formal recovery if any fees remain unpaid for more than 30 calendar days.

6.6 Ending this Agreement doesn’t remove your responsibility to pay any fees you owe us. You’ll still be responsible for any outstanding amounts, including fees that become due after termination (for example, if a Purchaser we introduced goes on to Exchange contracts after termination).

6.7 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.

6.8 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 We’ll start marketing your Property as soon as we’re allowed to under current legislation in relation to the Housing Act 2004.Before that we’ll ask you to complete a Registration Form and approve any content.

You can access the Property Registration Form here:

You can access the Marketing Consent Form here:

We rely on you to make sure the information you give us is accurate and you agree on an ongoing basis, that you’ll take reasonable steps to check its accuracy, and that you’ll let us know if anything changes or if there’s anything a buyer would reasonably want to know.

8.2 You agree that we may use the content we create about your Property including photos, videos, descriptions, and key details to promote the sale of your Property while we're instructed.We may also continue to use this material after the sale, or after our instruction ends for things like promoting our brand.We'll always use this content respectfully and in line with the preferences you share with us in the Marketing Consent Form, which we’ll ask you to complete.We will not disclose your private information.

8.3 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.

9 EPC

9.1 You’re required by law to have an EPC before we can start marketing your Property.If you don’t arrange one yourself, we’ll organise it for you. Depending on the provider, either the EPC company will invoice you directly, or if we can get a better rate by commissioning it through DDRE, we’ll pay the provider and invoice you accordingly.

10 REFERRALS TO OUR NETWORK

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.

10.1.1 We may receive a referral fee if you go ahead and use a provider we’ve introduced you to. It’s always your decision as to who you work with - you’re not obliged to use anyone we recommend.

10.1.2 These service providers operate independently, and while we’re happy to make the introduction, they’re responsible for the service they provide. We recommend checking their terms and making sure you’re happy to proceed.Just so it’s clear, DDRE won’t be liable for the delivery of any services provided by third parties we introduce to you.

10.2 We may also offer services to prospective buyers, like financial advice, letting and management services, or helping them sell their own Property. If they decide to use any of these services, we may receive a referral fee. This won’t affect the service we provide to you, and we’ll always act in your best interests throughout the sale.

11 FINANCIAL CRIME

11.1 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.

11.2 You agree to provide any information or documentation which we reasonably request in this regard.

11.3 If any information changes that would alter our records during this instruction, such as a change in beneficial owners, you will inform us immediately. 11.4 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.

12 CONFLICT & DISCLOSABLE INTERESTS

12.1 We have internal procedures to help us avoid conflicts of interest, and we take them seriously. If you ever spot anything that feels like a conflict, or even a potential one, please let us know straight away so we can address it. 12.2 The Estate Agents Act 1979 also requires us to let you (and any Purchaser) know if we, or anyone we work with, has a personal connection with either side for example, through family or business relationships.If we become aware of something like this, we’ll tell you and if you happen to know of a connection with someone at DDRE, please do the same.

13 COMPLAINTS PROCEDURE

13.1 If something’s not right, just let us know - we want to put it right. We also have a formal complaints process available on request.

14 LIABILITY & INDEMNITY

14.1 Our liability to you is capped at £2,000,000 for any direct loss we cause. We’re not liable for indirect losses (such as lost profits). This doesn’t affect liability for death, personal injury, or fraud

14.2 Any claims arising out of or in connection with this Agreement must be brought against DDRE as a company, not against any member, employee, director, or consultant of DDRE or any Advisor or Mandated Advisor (each called a "DDRE Person"). This clause can be enforced under the Contracts (Rights of Third Parties) Act 1999.

14.3 YOUR RESPONSIBILITY FOR INFORMATION, CLAIMS AND VIEWINGS

14.3.1 We rely on the fact that the information you give us will be complete and accurate. If we face any costs, losses, or claims because of any of the following, you agree to indemnify us (including a DDRE Person ):

14.4 While we take care when arranging and conducting viewings, you’re responsible for making sure appropriate insurance is in place to cover any incidents that may happen at your Property. We’re not liable for the actions of anyone attending a viewing, except our own employees.

We’ll always act reasonably and keep you informed if any issues come up. This clause helps protect us if something goes wrong because of the information or instructions you’ve provided, or because of events during a viewing.

15 TERM AND TERMINATION

15.1 Our engagement lasts for the agreed Minimum Term (see the Confirmation of Instruction). After that, either you or we can end the Agreement by giving 28 days’ written notice to the other party.

15.2 We may need to end this Agreement without notice. This would only happen if:

15.2.1 You seriously breach the terms of this Agreement and either can’t fix it, or don’t put it right within 7 days of us letting you know in writing;

15.2.2 you enter into insolvency proceedings, such as administration, liquidation, or a formal arrangement with creditors (unless it’s part of a planned and solvent restructuring);

15.2.3 you’re made subject to a bankruptcy petition, application or order; or

15.2.4 you suspend or clearly intend to suspend all or a significant part of your business.

We hope this never happens, but these protections help ensure we can manage serious situations responsibly.

16 DATA PROTECTION

We will process your personal data in accordance with UK GDPR and the Data Protection Act 2018. Your information will only be used by us for the purpose of providing our Service to you and in accordance with the terms of this Agreement. Unless you tell us otherwise, we will not share your personal data with third parties except where required by law or to perform our Agreement with you. Our privacy policy can be found here:

17 FORCE MAJEURE

17.1 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

18 TRANSFERRING THIS AGREEMENT

18.1 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.

19 LAW

19.1 These terms are governed by the laws of England and Wales. Any disputes will be handled by the courts of England and Wales.

19.2 If a court rules that any part of these terms is invalid or unenforceable, we’ll ignore that part but everything else will remain enforceable.

20 WAIVER

20.1 If we choose not to enforce part of this Agreement straight away, that doesn’t mean we’ve waived our rights or remedy, or that we won’t enforce them later.

20.2 A waiver is only valid if we’ve confirmed it in writing and choosing not to act on something once doesn’t stop us from acting on it in future.

21 ENTIRE AGREEMENT

21.1 This Agreement sets out everything we’ve agreed between us and replaces anything we might have said or discussed before, whether in writing or in conversation.

21.2 By entering into this Agreement, we both agree that everything important is set out in writing here. If anything needs to change later, it will only take effect if both sides agree to it in writing. That way, everything stays clear, consistent and documented.

21.3 Nothing in this clause overrides anyone’s responsibility if there’s been any fraud.

22 AND FINALLY

We’re really looking forward to working with you and helping you achieve the best possible outcome in the sale of your Property. If you have any questions along the way, about this Agreement or anything else, we’re always here to help.