CBRE LIMITED - STANDARD TERMS OF BUSINESS
1. PRELIMINARY
1.1. In these Conditions CBRE Limited is referred to as "we", "us" or "our" and the client with whom we contract to supply services is referred to as "you" and "your”.
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. Your contract is with CBRE Limited. No CBRE Limited officer, director, employee, member or consultant contracts with you directly or assumes legal responsibility to you personally in respect of work performed on behalf of CBRE Limited. All correspondence and other outputs sent to you in the course of our appointment with you shall for all purposes be treated as having been sent on behalf of CBRE Limited.
1.4. Our services and fees are as stated in our [LETTER] dated [DATE].
1.5. 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 31st 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. QUALITY CONTROL AND COMPLAINTS PROCEDURE
4.1. We have documented Quality Management Systems (QMS) which have been developed to meet the requirements of ISO 9001:2008. Enhancing client satisfaction and continual improvement are key requirements of our systems and we are dedicated to providing you with a first class personal service.
4.2. 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 and has been designed to comply with the Royal Institution of Chartered Surveyors (“RICS”) Rules of Conduct. 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 RICS) 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 exceed £20 million.
5.7. You agree that you will not bring any claim relating to this appointment (in contract, tort, negligence or otherwise) personally against any CBRE Limited officer, director, employee, member or consultant.
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 (including without limitation spreadsheets, databases, electronic mail or any other electronically produced or stored documents) belongs to us.
7. TERMINATION
7.1. Our services under the terms of our appointment will terminate when any one of the following events occurs:
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. 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
9.1 Legislation has imposed on us obligations for mandatory reporting, record-keeping and client identification procedures. We will attempt to verify your details electronically which will include, where applicable, identifying your parent companies, major shareholders, beneficial owners and directors. On occasions we may need to ask you for certain identification documents to ensure we comply with the Regulations. 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 (as amended) in relation to your personal data.
10.4. The parties to the appointment shall provide all necessary cooperation to ensure that each party complies with the obligations of the Bribery Act 2010.
10.5. 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.
10.6. We support the Code of Practice for Commercial Property Leases.
10.7. 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.
10.8. 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.
10.9. 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.