Summary of Services and Charges

All prices are GST exclusive

Introduction Service

Sole Agent | One month’s rent

Multiple Agent | Two month’s rent

Both subject to a minimum fee of £750 exclusive of GST payable on signing of the Tenancy..

Property Management

7.5% of rent due under the Tenancy invoiced monthly or quarterly depending on the rent payment cycle.

An additional disbursement fee of £150 exclusive of GST and payable quarterly in advance will be applied.

How we work together

Included in all services

• Market Appraisal
  
• Advice on how best to present your property for letting
  
• Viewings accompanied by a member of our staff
  
• Negotiating the terms of the tenancy on your behalf
  
• Onboarding Tenants : taking references, including financial and employment checks,
  previous landlord or character references plus photo I.D, copies of utility bills and
  confirmation of residential status
  
• Preparation of Tenancy Agreement
  
• Preparation of independent condition report at the start of the tenancy.

Included in our Property Management Service

• Dedicated Property Manager and access to specialist advice from other service
  providers in our group
  
• Management of annual and periodic safety inspections under the law
  
• Management of routine repairs and maintenance
  
• Access to qualified, insured and vetted contractors
  
• 24-hour repair support
  
• An annual inspection
  
• Rent collection, preparation of statements and arrears management
  
• Payment of property related invoices
  
• Prepare Income and Expenditure Reports
  
• Handling tenant enquiries and requests
  
• Keyholding service
  
• Registration of tenant’s security deposit
  
• Preparation of an Addendum to the Tenancy Agreement where terms change during the tenancy
  
• Rent review in line with the Tenancy Agreement or prevailing market conditions.
  
• Negotiating Tenancy renewal terms with your Tenant
  
• Preparation of renewal documentation
  
• Negotiate claims for damage or replacement from tenant’s deposit
  
• Arranging pre tenancy maintenance works
  
• Arrange pre tenancy clean
  
• Arrange key cutting

What is not included in our 7.5% Property Management Pricing?

Not included in our Introduction Service which is 1 months rent fee

Commercial Agency

1. Preliminary

1.1 These terms may only be varied by agreement in writing between M&CO and the Client.

1.2 These terms are to be read in conjunction with the fee confirmation letter sent by M&CO to the Client.

1.3 In the event of any ambiguity or conflict between the fee confirmation letter and these terms of engagement, the terms of the fee confirmation letter shall prevail.

2. Definition of agency involvement

In the interest of good practice and although England’s Estate Agents Act 1979 is not law in the Channel Island’s, M&CO nevertheless adheres to the spirit of that law, subject to minor amendments to reflect local customs and conditions.

2.1 The Estate Agents Act 1979 and subsequent regulations define the agency involvement with a Client’s property. Accordingly one of the following alternatives will apply as stated in the fee confirmation letter:-

2.1.1 Sole Agency

You will be liable to pay remuneration to us, in addition to any other costs and charges agreed, if the property is sold (or let) to:-

(a) a purchaser introduced by us during the period of our sole agency or with whom we had negotiations about the property during that period; or

(b) a purchaser introduced by another agent during that period.

(c) if a contract for the sale of the property is exchanged after the expiry of the period during which we held sole agency rights but to a purchaser who was introduced to you during that period or with whom we had negotiations about the property during that period.

2.1.2 Joint Agency

The wording set out in these “Terms and Conditions of Business” and, in particular, in paragraphs 2.1.1 above and 2.3 below applies in the same way to a joint agency as a sole agency, except that fees will be split between M&CO and its joint agent in the manner agreed between them.

2.1.3 Multi-Agency Appointment

Where M&CO accepts an appointment, simultaneous with the grant of a separate appointment to another firm or firms, then you will be liable to pay us the prescribed fee, together with all costs and expenses where the property is sold or let to:-

(a) a purchaser introduced by us during the period of our agency or with whom we had negotiations about the property during that period; or

(b) If a contract for the sale of the property is exchanged after the expiry of the period during which we held agency rights but to a purchaser who was introduced to you during that period or whom we had negotiations about the property during that period.

Paragraph 2.3 would not apply in relation to a multi-agency appointment.

2.2 Properties To Let

The wording set out in paragraphs 2.1.1, 2.1.2 & 2.13 above, is based on an extract from the Estate Agents Act 1979 and relates to the sale of property. The same provisions shall apply in like manner upon the exchange of contracts for the grant of a lease, sub-lease or assignment of lease or sub-lease etc, as they apply to contracts of sale.

2.3 Direct Approaches

In such small communities as the Channel Islands it would not be unusual for Clients to receive direct approaches from interested parties as a result of the agent’s marketing initiative. For the avoidance of doubt, and in the interests of achieving the best terms, we would expect and require the Client to refer such approaches to us for handling as soon as possible. In any event fees and agreed expenses will be payable to the agent, in the event of a sale, as if the agent had introduced the purchaser.

3. Basis of fees

3.1 M&CO will agree the level of fees to be charged with the client for each job undertaken. These are stated in the fee confirmation letter.

3.1.1 Our fee quote will have been made on certain assumptions as to how long the work will take as well as the responsibility involved. If factors emerge which could not reasonably have been envisaged at the commencement, then we reserve the right to make an additional reasonable charge based on the amount of extra time involved.

3.1.2 Fees are payable on the disposal of land or property, at the agreed rate, regardless of the method by which the transfer is concluded to include be it Freehold sale, Sale by Share Transfer, gift, swap or other method of conveyance.

3.2 Goods and Services Tax (GST)
Value Added Tax (VAT)

Goods and Services Tax (5%) applies to all fees and expenses (as appropriate).

VAT is not applicable in the Channel Islands.

3.3 Leases

3.3.1 Where fees are based on a percentage of one year's annual rent this will be the average annual rent achieved, calculated from the rent commencement date until the first rent review, ignoring any rent free or concessionary rental period.

3.3.2 Where an existing lease is to be assigned or acquired then, in addition to the fee calculated on the basis of the passing rent, there will also be a fee charged at the rate specified in the fee confirmation letter on any positive or negative premium given or received.

3.4 Pre-sales and pre-lets

3.4.1 Where M&CO achieves a pre-sale or pre-let of a building which is to be constructed, completed or refurbished prior to completion of the sale or letting, one half of the anticipated fee will be payable on the exchange of contract(s) or agreement(s) to lease, with the balance payable on completion of the sale or lease(s) or upon occupation by the purchaser/tenant whichever is earlier.

3.4.2 In this paragraph 3.4 the expression 'pre-sale' and 'pre-let' shall mean the exchange of contracts for a sale of or grant of a lease(s) over the property prior to the completion of the works of construction, completion or refurbishment.

3.4.3 In the event that the works to the property are not completed in accordance with the terms of the contract and in consequence the purchaser or tenant refuses to complete the sale or lease(s), the full fees will still be payable, as if the contract had been completed in accordance with its terms, and shall become due and payable at the time when the contract is terminated. However M&CO may, if it thinks fit, waive all or part of any abortive fee.

3.5 Refund of fees

M&CO will not be liable to refund to the Client all or any part of any fees already paid in accordance with the above paragraph 3.4 in the event that, for any reason whatsoever, the contract shall not be completed.

3.6 Abortive Fees

Should the Client withdraw from a sale or letting/assignment etc, after the exchange of heads of terms (as evidenced by the issuing of instructions to lawyers) due to operational reasons (e.g. change of property strategy, takeover/merger etc) then M&CO will be entitled to two thirds of the fee that would have been payable plus the full reimbursement of all expenses/costs. Likewise, if the Client should, subsequent to the issuing of agreed instructions, seek to impose unreasonable restrictions, covenants, liabilities or impositions on the purchaser/lessee/assignee etc, after the agreement of heads of terms, which results in the transaction being avoided, then M&CO will be entitled to two thirds of the fee that would have been payable, plus the full reimbursement of all expenses and costs. However, M&CO may, if it thinks fit, waive all or part of any abortive fee.

3.7 Interest

All fees are to be paid within 21 days of the invoice date. M&CO reserves the right to charge interest on any invoice for fees or marketing costs or other disbursements which remains unpaid 21 days after the date of the invoice, at the rate of 5% per annum above base rate from time to time of HSBC Bank Plc, from the date of the invoice until payment is made, both before and after any judgment that may be obtained.

3.8 Method of Payment

Where a capital receipt is to be obtained from a property, M&CO reserves the right to require the Client to authorise its solicitors to deduct the fees and costs plus VAT (where payable) hereunder from the sale proceeds and to remit the same directly to M&CO on completion.

3.9 Out of Pocket Expenses

Where it is agreed that M&CO’s out of pocket expenses are to be paid by the client, invoices will be available for the Client's inspection, except for minor costs which will be scheduled.

3.10 Associated Companies

Where M&CO is instructed to acquire or dispose of a property belonging to a subsidiary or associate of the Client Company, then the right is reserved to invoice the Client Company, if the subsidiary or associate is unable to meet its liabilities under these terms of engagement.

4. Marketing Costs

4.1 M&CO will give written notice to the Client of any proposed marketing cost which it wishes to incur on the Client's behalf. At the time of taking instructions approximate estimates of cost for any initial marketing campaign will be given. However M&CO reserves the right to revert to the Client with further proposals, if additional marketing is required.

4.2 Any costs given are either best estimates or actual quotations from suppliers. Advertising and printing rates quoted will be from the publishers' rate cards current at the date of M&CO’s marketing proposals. Any rate increases by the publishers made before the advertising space is booked will be passed on to the Client.

4.3 All costs given to the Client are subject to the prevailing rate of GST or VAT (where applicable e.g. for UK advertising). Individual printers' conditions apply to all Client work placed with suppliers.

4.4 All costings given are gross and no allowance will be made for trade discounts offered by newspapers, periodicals or other suppliers.

4.5 Where changes are made to artwork or other advertising material, which are not errors by suppliers, M&CO will pass on to the Client any additional charge made by the suppliers for such corrections.

4.6 Whilst every effort is made to provide accurate production costs for artwork, photography, printing, film etc, these can only be approximate estimates, and the final cost may vary.

4.7 Accounts for marketing costs will be submitted at the time when expenditure is incurred by M&CO and are due for settlement on presentation.

4.8 M&CO reserve the right, where marketing costs would involve substantial financial outlay, to require an advance deposit from the Client to cover such costs. Any surplus sums shall be repaid to the Client, without interest, once all accounts have been finalised and settled. Alternatively the Client may, at its own discretion, place orders directly with the suppliers. M&CO reserves the right to issue further invoices, where marketing costs exceed the deposit held, and such invoices become due for payment when issued.

5. Disposals

5.1 M&CO will be entitled to make the following assumptions, which it will be under no duty to verify, when instructed to market a property:

5.1.1 All information provided by the Client and/or its professional advisers regarding the property is complete and correct;

5.1.2 Information provided as to the extent of and ownership of the property is complete and correct and that there are no encumbrances or unduly onerous or unusual easements, restrictions, rents, outgoings or conditions attaching to the property save as specifically notified to M&CO.

5.1.3 The property complies with all relevant statutory requirements, including but not limited to bye-laws, fire, health, environmental and safety at work regulations and does not feature on any register of contaminated land.

5.1.4 The property has been constructed, and is occupied, in accordance with valid planning, building regulation and all other necessary approvals;

5.2 Except where a formal management agreement is already in place, M&CO will have no management role or responsibility in relation to the property. In particular, the Client shall be responsible for making such security arrangements for the property as the Client shall deem appropriate.

5.3 M&CO accepts no liability or responsibility for the maintenance or repair of or for any damage to the property while unoccupied. If the property is vacant when adverse weather conditions are likely, frost damage may occur to water and heating systems and sanitary appliances. The Client is strongly recommended to take all necessary action to protect the property from such risks, and to ensure that adequate insurance cover is in force.

5.4 It is not M&CO’s policy to provide any services for financial gain, either direct or through a connected person, to a prospective purchaser or tenant in respect of a property it is marketing, until unconditional contracts have been exchanged. M&CO will notify the client if the prospective purchaser or tenant requests it to act on its behalf in respect of the property.

6. Contaminated Land

6.1 M&CO will not be responsible for any investigations into the existence or otherwise of any issues concerning pollution including potential land, air or water contamination in respect of the property or any adjoining property.

6.2 Unless M&CO are instructed by the Vendor/Client to arrange specialist reports then the Vendor/Client will be responsible for making his own enquiries in this regard and in the absence of any advice to the contrary, M&CO will be entitled to assume that no contamination exists.

7. Termination

Subject to clause 2.1.1(c) above and to any fixed period of appointment which has been agreed, M&CO’s appointment may be terminated by either party giving 14 days notice in writing to that effect to the other. Any outstanding fees, together with any other disbursements and marketing costs previously agreed with the Client and actually incurred or committed shall be paid forthwith.

8. Property Details

Whilst every care is taken in the preparation of property details to meet the requirements of the Property Misdescriptions Act 1991, you are required to advise M&CO, in writing, at once if any aspect of the property particulars we supply is, or later becomes, inaccurate or in any way misleading.

9. References

Where M&CO introduces a tenant or assignee for a lease of a property, then where appropriate and required, references will be taken up and supplied to the Client. M&CO is not responsible for the interpretation of any references or accounts obtained, and it is for the Client or its accountants to satisfy themselves as to the financial strength of the proposed assignee/lessee/sub-lessee etc.

10. Extent of Advice/Liability

Occasionally, Clients and, sometimes, their legal advisors, ask for our views and experiences concerning matters or issues which are related to but outside the scope of our instruction or usual professional responsibility. Whilst M&CO is happy to offer such support, the firm accepts no liability for such views or information provided and it is for the Client to seek verification of the correctness or validity of that view or information, from an appropriate professional advisor, before acting upon it.

11. Complaints

In accordance with the Royal Institution of Chartered Surveyors code of conduct we operate a formal Complaints Handling Procedure, a copy of which is available upon request.

12. Personal Interests

Under the Estate Agents Act, M&CO must disclose to an intending purchaser or tenant any personal interest, however remote, in a property to be sold or let. The Client is to notify M&CO if it is, or becomes, aware of any such relationship with M&CO’s Directors or Staff.

13. Jurisdiction

Any and all disputes howsoever arising and including but not limited to disputes arising out of or in connection with the terms and conditions of engagement should be governed by and construed in accordance with the laws of the relevant Channel Island in which the property is located.

14. Professional Liability

14.1 We shall not be liable to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the services in respect of:

(i) any direct loss of profit;

(ii) any indirect, special or consequential loss whatsoever howsoever caused including without limitation (a) indirect loss of profit; (b) loss of business; (c) loss of goodwill; (d) loss of use of money; (e) loss of opportunity, and we agree that the sub-clauses of this clause shall be severable.

14.2 Nothing in these Terms of Business excludes or limits our liability: (i) for death or personal injury caused by our negligence; (ii) for any matter which it would be illegal for us to exclude or attempt to exclude our liability; or (iii) for fraud or fraudulent misrepresentation.

14.3 Where a third party has contributed to the losses, damages, costs, claims or expenses, we shall not be liable to make any contribution in respect of the liability of such third party.

14.4 Save in respect of third parties directly instructed by us and not on your behalf, we shall not be liable for the services or products provided by other third parties, nor shall we be required to inspect or supervise such third parties, irrespective of the third party services or products being incidental to or necessary for the provision of our services to you.

14.5 Our respective total aggregate liability (including that of our members and employees) to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the services shall be limited to an aggregate sum not exceeding twenty times the fee paid for each instruction accepted.

Commercial Valuation

1. Preliminary

1.1 These terms and conditions (the "Terms of Business") shall apply to all valuation services, other than agency services (to which separate terms will apply), provided by Maillard and Company Limited having its registered office at 31-33 New Street, St Helier, Jersey, JE2 3RA “M&Co”, “we” or “us”) to the client to whom the instruction confirmation letter is sent (“you”). They shall apply separately to each service subsequently provided to you.

1.2 The Terms of Business are to be read in conjunction with the instruction confirmation letter (the “Letter") and general valuation principles (Valuation Principles) sent by us to you. In the event of any ambiguity or conflict between the relevant Letter, valuation principles and these Terms of Business, the provisions in the relevant Letter shall prevail. These Terms of Business and the relevant Letter may only be varied in writing by agreement between the parties. It is our practice to review and upgrade our Terms of Business frequently and new versions will be sent to you and agreed with you as may be required.

2. Performance of the Services

2.1 We undertake to use all reasonable skill and care in providing the services and advice described in the relevant letter based on the instructions given by you (the "Services"). We will inform you if it becomes apparent that the Services need to be varied or external third-party advice is required. Any variation is to be confirmed in writing and agreed between the parties.

2.2 We may need to appoint third party providers to perform all or part of the Services and we shall agree this with you in advance.

3. Basis of fees

3.1 The basis of our fees for our Services is set out in the relevant Letter.

3.2 Where applicable, GST shall be payable by you in addition to any fees or disbursements invoiced at the applicable rate.

3.3 You shall pay our fees on completion of our Services (whether or not additional work is still to be carried out by third parties) or, where the fees are in relation to an ongoing instruction or an instruction of a duration of more than three months, at least quarterly in arrears upon submission by us of quarterly fee accounts. Payment is due within 30 days of the invoice date.

3.4 Where valuations are undertaken for a lender for loan security purposes and it is agreed that a borrower will pay our fee, you shall remain primarily liable to pay our fee should such borrower fail to meet its liabilities to us in full. Payment of our fees is not conditional upon the loan being drawn down or any of the conditions of the loan being met.

3.5 If you do not dispute with us an invoice or any part thereof within 30 days of the date of such invoice, you shall be deemed to have accepted the invoice in its entirety.

3.6 If we are required by you to undertake additional work in relation to an instruction, you shall pay additional fees based upon our usual rates. We will notify you of the amount of such additional fees. This also applies where we are asked to review a legal report or Certificate of Title provided to us more than 8 weeks after we have submitted our Report (either draft or final).

3.7 Where there is a change to the stated purpose for which our valuation is being commissioned and in our sole opinion we deem this to result in an increase in our liability (for example a valuation for annual accounts being used for loan security purposes), we reserve the right to charge an additional fee.

3.8 If you subsequently request our invoice to be re-addressed to a party other than that originally agreed, we reserve the right to make an administration charge of £100. Payment will still be due within 30 days of the original invoice date.

3.9 In the event that you withdraw our instructions prior to completion of a valuation, you shall be liable to pay us for a fair and reasonable proportion of our fees and any agreed disbursements. If we have sent you a draft valuation report, such fees shall be subject to a minimum of 80% of the fee originally agreed between us.

3.10 We will advise you in advance if it is necessary or convenient to instruct a third party to provide advice or to act as an expert or arbitrator and provide an estimate of the likely cost. If you approve, either verbally or in writing, that the third party be instructed, we will instruct the party as agent on your behalf and request that all the third party's invoices be addressed to you care of us. If we are requested by you to advance payment of the third party invoices, you shall be obliged to reimburse the advance payment made and pay a handling charge. We may request that you put us in funds in respect of any third party’s costs before or at the time of formally instructing them on your behalf and you will comply with this request.

3.11 Where we are instructed to provide Services to one of your subsidiaries or associate/related entities or should you subsequently request that another entity be substituted for you at a later stage and we are unable to seek or obtain payment of any outstanding monies for whatever reason, you shall remain primarily liable to pay those outstanding monies if the subsidiary, associate/related or other entity does not meet its liabilities in relation to the Services provided by us.

4. Interest

4.1 You shall pay interest on the amount of any invoice for fees or other disbursements that remain unpaid for 30 days after the date of the invoice. Interest shall be payable at rate of 2% above base, from the date of the invoice until payment is made whether after or before judgement.

5. Disbursements

5.1 You shall reimburse disbursements incurred in the provision of the Services quarterly in arrears from the date they were incurred. These include, for example, maps, plans, research, photography, copying of documents or plans, messenger delivery, costs of obtaining external information on companies, properties, demographic or other similar information, any reproduction, copying or other royalties incurred, additional bound copy reports, costs of external information/references obtained and key cutting, travel and subsistence expenses at their actual cost and car mileage at the standard AA scales.

6. Information received from the client

6.1 We will take all reasonable steps to ensure property information is accurate where we are responsible for its preparation. Where you provide us with any information on a property that is necessary or convenient to enable us to provide the Services properly, you are aware that we will rely on the accuracy, completeness and consistency of any information supplied by you or on your behalf and, unless specifically instructed otherwise in writing, we will not carry out any investigation to verify such information. We accept no liability for any inaccuracy or omission contained in information disclosed by you or on your behalf, whether prepared directly by you or by a third party, and whether or not supplied directly to us by that third party and you shall indemnify us should any such liability arise. If our valuation is required for the purpose of purchase or loan security, you accept that full investigation of the legal title and any leases is the responsibility of your lawyers.

7. Conflicts of Interest and Anti-corruption

7.1 We have conflict management procedures designed to prevent us acting for one client in a matter where there is or could be a conflict with the interest of another client for whom we are acting. If you are aware or become aware of a possible conflict of this type, please raise it immediately with us. If a conflict of this nature arises, then we will decide, taking account of legal constraints, relevant regulatory body rules and your and the other client’s interests and wishes, whether we can continue to act for both parties (e.g. through the use of separate teams with appropriate Information Barriers), for one only or for neither. Where we do not believe that any potential or actual conflict of interest can be managed appropriately, we will inform you and consult with you as soon as reasonably practicable.

7.2 You acknowledge that we may earn commissions, referral fees and may charge handling fees connected to the services that we perform and agree that we shall be entitled to retain them without specific disclosure to you. We will not accept any commissions or referral fees in circumstances where we are of the reasonable belief that they would compromise the independence of any advice that we provide to you.

7.3 We confirm that we will not, and will procure that our employees will not, knowingly engage in any activity which would constitute bribery or a breach of the Corruption (Jersey) Law 2006 or commit any act which might constitute bribery and that we have in place a compliance programme designed to ensure compliance with the terms of the Corruption (Jersey) Law 2006.

8. Management of the property

8.1 We shall not be responsible for the management of the property nor have any other responsibility (such as maintenance or repair) in relation to the property. We shall not be liable for any damage that may occur while the property is unoccupied. The property shall be your sole responsibility.

9. Termination by notice

9.1 Unless a fixed period has been agreed, either party may terminate the instruction by giving 14 days’ notice in writing to the other party.

9.2 In the event of termination by notice, you shall be obliged to pay immediately all the fees accrued in relation to the Services and work performed up to the date of termination (and any abort fee) plus any expenses or disbursements incurred by us or to which we are committed at the date of termination.

10. Professional Liability

10.1 We shall not be liable to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services in respect of:

(i) any direct loss of profit;

(ii) any indirect, special or consequential loss whatsoever howsoever caused including without limitation (a) indirect loss of profit; (b) loss of business; (c) loss of goodwill; (d) loss of use of money; (e) loss of opportunity, and the parties agree that the sub-clauses of this clause shall be severable.

10.2 We shall not be liable to you in negligence for pure economic loss arising in connection with the performance or contemplated performance of the services.

10.3 You acknowledge and agree that the exclusions contained in this clause 10 are reasonable in all the circumstances and that you have had the opportunity to take independent legal advice.

10.4 Where a third party has contributed to the losses, damages, costs, claims or expenses, we shall not be liable to make any contribution in respect of the liability of such third party.

10.5 Save in respect of third parties directly instructed by us and not on your behalf, we shall not be liable for the services or products provided by other third parties, nor shall we be required to inspect or supervise such third parties, irrespective of the third-party services or products being incidental to or necessary for the provision of our Services to you.

10.6 Our total aggregate liability (including that of our members and employees) to you or to any other party relying on our valuation and/or report pursuant to this clause 10 in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the services shall be limited to an aggregate sum not exceeding 25% of the value as defined in our appointment, or the Market Value (as defined in the Red Book), or £20 million whichever is the lesser amount. Nothing in these Terms of Business excludes or limits our liability: (i) for death or personal injury caused by our negligence; (ii) for any matter which it would be illegal for us to exclude or attempt to exclude our liability and (iii) for fraud or fraudulent misrepresentation.

10.7 We shall be released from our obligations to the extent that performance thereof is delayed, hindered or prevented by any circumstances beyond our reasonable control (examples being a strike, act of God or act of terrorism). On becoming aware of any circumstance which gives rise, or which is likely to give rise, to any failure or delay in the performance of our obligations, we will notify you as soon as practicable.

10.8 To cover any liability that might be incurred by us, we confirm that we will maintain professional indemnity insurance with insurers of good standing and repute of not less than £10 million on an each and every claim basis.

10.9 Responsibility for our valuation extends only to the party(ies) to whom it is addressed. However, in the event of us being asked by you to readdress our report to another party or other parties or permit reliance upon it by another party or other parties, we will give consideration to doing so, to named parties, subject to the following minimum fees:

These fees are exclusive of GST and expenses (including the cost of readdressing the report) and are subject to a minimum fee of £750. Should additional work be involved, over and above that undertaken to provide the initial report, we may make a further charge although we will agree this with you before commencing the work.

10.10 Where we consent in writing to reliance on our report by another party or other parties, we do so on the condition that (i) the other party or parties agree in writing to be bound by the Letter and these Terms of Business as if it / they had been a party to the original Letter between us, with such written agreement being provided to us, (ii) such other party pay the fees demanded as set out in clause 10.9 above (unless agreed otherwise in writing) and (iii) where you act on behalf of a syndicate or in relation to a securitisation, you agree that you are not entitled to pursue on your own behalf had there been no syndication or securitisation.

10.11 Where you provide a copy of and / or permit another party or parties to rely upon our valuation report without obtaining our express written consent and fail to provide us with the written consent of any other party or parties who have received our report to be bound by the Letter and Terms of Business (in accordance with clause 10.10 above), you agree to indemnify us for any and all liability which arises from the use of or reliance upon our report by such unauthorised party.

10.12 Notwithstanding clause 10.11, where a valuation report is prepared or where we consent to a valuation report being used for the purpose of a prospectus, offering (either directly or indirectly), or a circular to shareholders, you agree to indemnify us for any liability whatsoever that we may have to any parties that have not agreed with us in writing to be bound by these Terms of Business which exceeds our aggregate cap on liability (referred to at clause 10.6) arising from their use and / or reliance on the valuation report.

11. Quality of service and complaints

11.1 Our valuation procedures are certified as ISO9001:2000 compliant.

11.2 All our valuation reports are signed by a member of Maillard and Company whose responsibility it is to ensure that all relevant quality control procedures have been complied with. In particular, for valuations of properties with an individual value of £20m or over, the valuer is required to present and explain his methodology to another member of the Valuation and Advisory team unconnected with the instruction and who is a member of Maillard and Company.

11.3 If you wish to complain about the level of our service to you, in accordance with the requirements of the Royal Institution of Chartered Surveyors, we have a standard complaints procedure, a copy of which is available on request.

12. Data Protection

12.1 We and any of our relevant international partnerships, group companies and affiliated organisations are data controllers of all personal data collected during the provision of our services. We shall use such personal data and information we obtain from other sources for providing the agency services, for administration and customer services, for marketing and to analyse your preferences. We may keep such personal data for a reasonable period for these purposes. We may need to share personal data with our service providers and agents for these purposes. We may disclose personal data in order to comply with a legal or regulatory obligation and you may request, in writing and upon payment of a fee, a copy of the details held about you by us.

12.2 To help us to make credit decisions about you, to prevent fraud, to check identity and to prevent money laundering, we may search the files of credit reference agencies and we may also disclose details of how you conduct your account to such agencies.

12.3 We may share personal data within our international partnerships, group companies and affiliated organisations and with our business partners for marketing purposes, which may be to countries or jurisdictions which do not provide the same level of data protection as the country in which you are based, or we may send you and your employees information about other organisations' goods and services. We or any business partners may contact you and your employees, directly or via our agents, by mail, telephone, fax, email, SMS or other electronic messaging service with offers of goods and services or information that may be of interest. By providing us with your or your employees' personal data (whether that data is deemed sensitive or not) including fax numbers, telephone numbers or email addresses, you and your employees consent to being contacted by these methods for these purposes.

13. Money Laundering Regulations

In order to comply with all applicable money laundering legislation and regulation, we may be required to verify certain of your details and may 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 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 our services which may be caused by our duty to comply with any such legal and regulatory requirements.

14. Electronic Communications

We may communicate with each other by electronic mail, sometimes attaching electronic data. By

consenting to this method of communication, we and you accept the inherent risks (including the security risks of interception of, or unauthorised access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices). In the event of a dispute, neither of us will challenge the legal evidential standing of an electronic document and our system shall be deemed to be the definitive record of electronic communications and documentation.

15. Confidentiality

15.1 We owe you a duty of confidentiality. You agree that we may, when required by our insurers or other advisers, provide details to them of any engagement on which we act or have acted for you, and that we may also disclose confidential information relating to your affairs if required to do so for legal, regulatory or insurance purposes only.

15.2 Subject to clause 16.1, we both agree never to disclose sensitive details of transactions or our advice without the other’s consent. Unless we are expressly bound by a duty of confidentiality which otherwise overrides this, we both shall be entitled to mention to third parties (e.g. in the course of presentations, speeches or pitches) and/or publish (e.g. in brochures, marketing or other written material) that we provide our services to you.

15.3 We shall provide the services to you only for your sole use and for the stated purpose. We shall not be liable to any third party in respect of our advice. You shall not mention or refer to our advice, in whole or in part, to any third party orally or in annual accounts or other document, circular or statement without our prior written approval. The giving of an approval shall be at our sole discretion.

15.4 We will not approve any mention of our advice unless it contains sufficient reference to all the special assumptions (if any) to which our advice is subject. Our approval is required whether or not we are referred to by name and whether or not our advice is combined with others.

16. Intellectual Property

All intellectual property rights (including copyrights) in the documents, materials, records, data and information in any form developed or provided to you by us or otherwise generated in the provision of our services shall belong to us solely. You are granted an irrevocable, non-exclusive, royalty-free licence to use or copy such intellectual property rights for any purpose connected with the property.

17. Assignment

Neither party shall be entitled to assign this contract or any rights and obligations arising from it without the prior written consent of the other, such consent not to be unreasonably withheld.

18. General

18.1 If any provision of these Terms of Business is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms of Business and the remainder of such provision shall continue in full force and effect.

18.2 Failure or delay by us in enforcing or partially enforcing any provision of these Terms of Business shall not be construed as a waiver of any of our rights under these Terms of Business.

18.3 No term of the relevant Fee Letter or these Terms of Business is intended to confer a benefit on or to be enforceable by any person who is not a party to them.

18.4 All Letters and these Terms of Business shall be governed by and be construed in accordance with Jersey law. Any dispute arising out of or in connection with the Services shall be submitted to the exclusive jurisdiction of the Royal Court of Jersey.

18.5 References to “partners” of Maillard and Company are used to refer to a member of Maillard and Company or an employee or consultant with equivalent standing and qualifications.

Fair Market Guidance

UK VPGA 1.3 Fair value While the UK GAAP and IFRS definitions of fair value differ in detail, nevertheless in the majority of cases the figure to be reported will be the same.

1. Under UK GAAP, FRS 102 defines fair value as “the amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be exchanged, between knowledgeable, willing parties in an arm’s length transaction” FRS 102 section 2 paragraph 34(b). Under IFRS, fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market sector participants at the measurement date” (see VPS 4 section 7).

2. But while fair value for financial reporting, whether under IFRS or under UK GAAP, is defined using slightly different language from that in the IVS market value definition (see VPS 4 section 4), the underlying concept is essentially the same. In most cases the figure to be reported as the fair value of an asset is also that which would be reported as its market value.

3. FRS 102 section 17 paragraph 15C specifies that in the case of land and buildings, fair value is usually determined from market-based evidence by appraisal that is normally undertaken by professionally qualified valuers. Similarly, for items of plant and equipment fair value is usually their market value determined by appraisal. Paragraph 15D provides that if there is no market based evidence of fair value because of the specialised nature of the item of property, plant and equipment and the item is rarely sold, except as part of a continuing business, an entity “may need to estimate fair value using an income or a depreciated replacement cost approach”.

4. Where items of property, plant and equipment are revalued using the revaluation model, the following disclosures are required under FRS 102 section 17 paragraph 32A: • the effective date of the revaluation - whether an independent valuer was involved - the methods and significant assumptions applied and • for each revalued class of property, plant and equipment, the “carrying amount” that would have been recognised had the assets been carried under the cost model.

5. Similarly, for investment property “measured” using the fair value model, the financial statements must disclose (FRS 102 section 16 paragraph 10): • the methods and significant assumptions applied and • whether the valuation is based on a valuation by an independent valuer holding a recognised and relevant professional qualification with recent experience in the location and class of the investment property being valued.

6. Valuers may be asked to assist by providing information for such disclosures, which could include key assumptions such as discount rates (yields), estimated rental values, void periods and future development costs. It is emphasised that a valuation report provided in accordance with VPS 3 will normally include sufficient information concerning the methods used and any significant assumptions made to satisfy the disclosure requirements.

7. FRS 102 section 17 paragraph 15B permits some flexibility in the frequency of valuations using the revaluation model they “must be carried out with sufficient regularity” but this does not necessarily mean annually. However, for investment property “measured” using the fair value model, a fair value is required at each reporting date (section 16 paragraph 7).

8. The unit of account will usually be an individual property. However, if the valuer is requested to value an entity within which the property is owned (a special purpose vehicle for example), this should be disclosed in the valuation report and the valuation should take account of all aspects of the entity being valued, such as any debt and other assets/liabilities in the entity and the taxation implications.

9. In the limited circumstances where a special purchaser other than the reporting entity canbe identified, it is recommended that the client’s attention is also expressly drawn to this and the special value separately reported or clearly identified and disclosed when reporting the fair value, as would be the case when reporting market value generally.

Alternative Methodology

Where Fair Value is not an appropriate method of valuation alternative methods will be adopted.

An evidenced based assessment of fair rent/value will be adopted for the majority of the portfolio. Circumstances will direct the most appropriate alternative form of valuation approach and in undertaking any valuation, we will be aware to issues such as property adjacencies and replacement of properties of non-traditional construction or historic in nature. Alternative methods of valuation where land is subject to Development are also available.

➢ Investment value (worth) is defined in IVS 104 paragraph 60.1 as: ‘the value of an asset to a particular owner or prospective owner for individual investment or operational objectives.’

We do not recommend any of the properties within the Portfolio are valued on this basis.

➢ The Depreciated Replacement Cost (DCR) method is a form of cost approach that is defined in the RICS Valuation – Global Standards 2017 (RB Global) Glossary as: ‘The current cost of replacing an asset with its modern equivalent asset less deductions for physical deterioration and all relevant forms of obsolescence and optimisation.’

We do not recommend any of the properties within the Portfolio are valued on this basis.

➢ Synergistic value, or marriage value, arises from the combination of two or more assets to create a new asset that has a higher value than the sum of the individual assets.

We do not recommend any of the properties within the Portfolio are valued on this basis subject to any potential in respect of land subject to a development appraisal approach.

➢ Development Appraisal, an assessment of land value, is adopted in the case of property that is subject to re-development.

Block Property Management

Agent Services and Obligations

The Agent will;

a. Provide a dedicated Property Manager to manage the property in a proper and business-like manner on behalf of the Company /Association and protect and promote the interests as regards to the Premises.

b. Visit the Premises on a regular basis (at least monthly) or at other times when necessary (or requested to do so by an owner/tenant in the case of emergency), to ensure that the Premises are properly maintained and that any contractors are satisfactorily performing their duties.

c. Monitor the maintenance and keeping of the Premises in good repair, have replaced or renewed any part thereof which is the Company / Association responsibility.

d. Arrange specifications, seek tenders and oversee works up to a value of £10,000

e. Review all contracts and insurances and deal with renewal of the buildings insurance policy ensuring best premiums are obtained, passing any discounts received onto the Company.

f. Engage and supervise staff such as cleaners, caretakers, gardeners etc.

g. Deal with maintenance contracts on behalf of the Company / Association in respect of lifts, plant, machinery, fire equipment, etc.

h. Liaise with professional organisations or authorities regarding issues in relation to the maintenance of the Premises.

i. Ensure that the rules of the Company / Association are being adhered to by the residents and their visitors.

j. Provide and circulate agenda, attend and take minutes of the Annual General Meeting.

k. Provide an out of hour’s emergency service to deal with maintenance issues associated to the Premises.

l. Open and maintain a Company / Association account, invoice and collect from each shareholder the service charges and other charges due and pay all receipts into the Company / Association bank account.

m. Arrange payment from the Company / Association bank account of all invoices for the management and maintenance of the Premises.

n. Keep computerised ledgers and records of income, expenditure and insurances in accordance with RICS approved accounting regulations.

o. Prepare financial ledgers and submit to the Accountant for final accounts preparation and approval at the AGM.

p. Prepare budgets for Service Charges for approval at the AGM, and administer any sinking fund set up to meet major future liabilities.

Management Fee

1. The management fee for the services provided is payable quarterly in advance by 4 equal instalments.
2. The fee shall be, increased on the 1 January each year by at least the increase in the Jersey Cost of Living (RPI) over the preceding year. All fees are exclusive of GST.
3. Additional services, which fall outside of the remit of these Terms and Conditions , will be charged at the following rate:

Additional Charges

Additional charges may include but are not limited to:-

Complaints

If you have a complaint regarding our services then please see details of our Complaint Handling procedure.

Privacy Policy

Your privacy is our priority. Please see details of our Privacy Policy.

Commercial Management

Schedule 2 - Additional Services

The additional surveying services referred to herein include, inter alia: