Southey & Co

1 These terms

1.1 These terms and conditions and, if relevant, any document we issue to you which refers to these terms and conditions (a “letter of engagement”) set out the terms on which we supply services to you. If you ask us to provide further services to you in the future, we may send you additional terms applying to those services.

WE MAY UPDATE THESE TERMS AND CONDITIONS AND MAKE CHANGES TO THE SERVICES WE PROVIDE FROM TIME TO TIME. IF WE DO, WE WILL NOTIFY YOU ACCORINGLY BEFORE SUCH CHANGES TAKE EFFECT AND ON THE BASIS THAT IF YOU CONTINUE TO USE OUR SERVICES YOU WILL BE DEEMED TO HAVE ACCEPTED THE CHANGES.

YOUR ATTENTION IS DRAWN TO CLAUSE 15.4 WHICH CONTAINS LIMIT ON LIABILITY PROVISIONS.

1.2 Why you should read them. Please read these terms and conditions carefully before you submit your order to us or request that we supply services to you (reference in these terms and conditions to “order” shall be interpreted to include any request from you for the supply of services by us whether in writing (in whatever format) or verbally). These terms and conditions tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms and conditions or require any changes, please contact us to discuss.

1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms and conditions depending on whether you are a business or consumer. You are a consumer if: you are an individual, or you are buying services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

1.4 If you are a business customer this is our entire agreement with you. If you are a business customer these terms and conditions and, if relevant, the letter of engagement constitute the entire agreement between us in relation to the provision of the services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and conditions and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

2 Information about us and how to contact us

2.1 Who we are. We are Property Solutions Group (South East) Limited (“PSG”) a company registered in England and Wales. Our company registration number is 09205505 and our registered office is at Town Wall House, Balkerne Hill, Colchester, Essex, CO3 3AD. Our contact address is The Fairways, Earls Colne Business Park, Earls Colne, CO6 2NS. Our registered VAT number is 198745933. You can contact us by telephoning our customer service team at 01787 221219, by writing to us at hello@propertysolutionsgroup.co.uk. or to the above address. We may provide services to you as Property Solutions (South East) Limited or via our subsidiary Southey & Co Limited (“Southey & Co”), whose registration number is 14448947 and whose registered office is the same as PSG. Its VAT registration number is 432992672. You can contact Southey & Co on 0207 101 5955, at 92 Banner Street London EC1Y 8JU or at Earls Colne Business Park as above.

2.2 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order or when you requested services from us.

2.3 “Writing” includes emails. When we use the words “writing” or “written” in these terms and conditions, this includes emails.

3 Our contract with you

3.1 How we will accept your order. Our acceptance of your order will take place, and a legally binding contract will come into existence between you and us when: (i) if relevant, we issue a letter of engagement to you which you either countersign or following which you continue to engage us without having countersigned the letter of engagement (at which point you will be deemed to have accepted the terms of the letter of engagement and these terms and conditions and be bound by them); or (ii) we otherwise email you to accept your order. The services to be provided under our contract with you (“services”) will be as set out the letter of engagement (if relevant), these terms and conditions and/or any separate terms agreed between us from time to time (including by email).

3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the services. This might be because of (but not limited to) unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the services or because we are unable to meet a performance deadline you have specified.

3.3 We sell worldwide. Whilst our website is predominantly for the promotion of our services in the UK we do promote services outside of the UK on a worldwide basis. We therefore do, in our sole discretion, accept orders from addresses outside the UK.

4 Our Services

Estate agency services

4.1 Sole Agency

4.1.1 If you are instructing us to act as your sole agent you are entering a legally binding contract giving us the right to act as your only estate agent while we are appointed as your agent for the sale of your property.

4.1.2 As a consequence you will be liable to pay us the commission fee and any other agreed costs or charges if an unconditional contract is exchanged at any time for the sale of the property (which includes the sale of any company that owns the property) with a purchaser introduced:
(a) by us during the period of our sole agency or with whom we had negotiations about the property during that period; or
(b) who approaches you directly during the period when we are appointed as your agent or during the period of 6 months after our appointment has ceased;
(c) by any other agent during that period.

4.1.3 A purchaser may be introduced directly or indirectly as a result of our activities.

4.2 Joint Agency

4.2.1 If you instruct us as joint agent with another agent that we have approved (the “joint agent”) you will be liable to pay the commission fee to us, in the proportion specified, in addition to any other costs or charges agreed, in each of the following circumstances:
(a) if unconditional contracts for the sale of the property are exchanged in the period during which we are appointed as your agent, even if the purchaser was not found by us or the joint agent but by another agent or by any other person, including yourself; or

(b) if unconditional contracts for the sale of the property are exchanged after expiry of the period during which we are appointed as your agent but to a purchaser who was introduced to you by us or the joint agent during that period or with whom we or the joint agent had negotiations about the property during that period.

4.2.2 Subject to the terms of the letter of engagement (if relevant), you will not be liable to pay the commission fee if unconditional contracts for the sale of the property are exchanged to a purchaser introduced by us or with whom we had negotiations, in circumstances where you have appointed another agent and more than 6 months has elapsed between expiry of our agency and that agent issuing the memorandum of sale. If no other agent is involved, you will not be liable to pay a commission fee in any circumstances if more than 24 months has elapsed between expiry of our agency and exchange of unconditional contracts for the sale of the property.

4.3 Multiple Agency

4.3.1 Where you agree to instruct us as agent and you appoint another agent that we have not approved or more than one other agent in connection with the sale of your property, you will be liable to pay the commission fee to us, in addition to any other costs or charges agreed, if unconditional contracts for the sale of the property are exchanged with a purchaser introduced by us or with whom we have had negotiations about the property at any time during the period of our agency (including any period where we were acting either as sole agent or joint agent).

4.3.2 Subject to the terms of the letter of engagement (if relevant), you will not be liable to pay the commission fee if unconditional contracts for the sale of the property are exchanged to a purchaser introduced by us or with whom we had negotiations, in circumstances where you have appointed another agent and more than 6 months has elapsed between expiry of our agency and that agent issuing the memorandum of sale. If no other agent is involved, you will not be liable to pay a commission fee in any circumstances if more than 24 months has elapsed between expiry of our agency and exchange of unconditional contracts for the sale of the property.

4.4 Transfer of a Controlling Interest

4.4.1 If the property is owned directly or indirectly by a company or other legal entity and a transfer of a controlling interest in that company or other legal entity takes place to a purchaser and, had the purchaser instead exchanged unconditional contracts for the sale of the property, you would under the terms of this agreement have been liable to pay a commission fee, you will be liable to pay such fee to us as if a sale of the property had taken place. All references in these terms and conditions to a sale of the property include a sale of such a company or other legal entity.

4.4.2 The timing of payment of our fee will be as set out in clause 4.7 below. The commission fee will usually be calculated on the total consideration payable by the purchaser plus the amount of any indebtedness of the company or entity assumed by the purchaser. However, if we reasonably consider that the nature of the transaction does not accurately reflect the value of the property, we reserve the right to calculate the commission fee by reference to the market value of the property.

4.5 Identity of buyers

4.5.1 When we have received confirmed instructions to sell the property, you must notify us of any private approach or offer to you so that we may negotiate, unless we agreed with you a special arrangement in writing at the time of the instructions.

4.5.2 Additionally, prior to exchanging contracts, you must inform us of any change in identity of any buyer without delay.

4.6 Sub agents. Unless you instruct us to the contrary, we reserve the right to instruct a limited number of sub-agents on a commission sharing basis.

4.7 Commission fee. Our fees for a sole agency or joint agency service are as set out in the letter of engagement (if relevant) or as otherwise agreed with you in writing. Our fees (together with any unpaid expenses which have been invoiced) become due and payable to us in accordance with the letter of engagement (if relevant) or as otherwise agreed with you in writing. A conditional contract will be treated as unconditional on satisfaction of any conditions or on completion whichever is sooner.

4.8 Payment of account

4.8.1 Unless we agree a separate arrangement with you in the letter of engagement, you agree to instruct your solicitors to provide an undertaking to pay our fees out of the net proceeds of sale on completion if not paid before. Such undertaking must be provided once sale terms have been agreed and prior to the issue of the memorandum of sale. Provided that we receive such undertaking, we shall allow the fees to be paid on completion by your solicitors. If at any stage of our instruction 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.

4.8.2 We are not authorised to and will not advise you in relation to the marketing and/or terms of sale of shares in any company that owns your property. Our services relate to the marketing of the property for sale albeit that that may ultimately involve the sale of a company if agreed with the purchaser.

4.9 Marketing expenses. Unless otherwise agreed in writing with you or as stated in these terms and conditions, marketing expenses are absorbed within our fee.

4.10 Offer of other services to purchasers. We may offer the following services to prospective purchasers, and similarly the services may be offered to them by another organisation in circumstances where we may benefit financially: financial services including mortgages insurance and pensions; property letting and management services; building construction; refurbishment and maintenance services and the sale of the prospective purchaser’s property.

4.11 Accuracy of statements. In marketing the property, we are legally obliged to ensure that all information provided is accurate, not misleading and does not omit material information. We will ask you to verify any aspect of the property about which we cannot be certain. You must tell us if you are aware of any matter which may be material to a buyer. You must also tell us if you become aware of any inaccuracy in our sales particulars, advertising copy, press releases or any other information we produce about the property.

4.12 Planning enquiries. Unless specifically requested by you, we will not undertake specific planning enquiries relating to the development potential for the property and therefore this is not taken into account in any marketing advice or recommended sales price. We work with trusted specialists in this area to whom we can refer you if requested.

4.13 Energy Performance of Buildings Regulations. It is your obligation to commission an Energy Performance Certificate (EPC) before marketing can commence. The EPC Regulations require that all ‘reasonable efforts’ are made to obtain an EPC within seven days of the start of marketing, and with an absolute duty to provide them within 21 days thereafter, so that they may be provided to purchasers at the earliest opportunity. The Energy Performance Indicator (the Rating) must form part of both written and electronic particulars. Where you do not commission an EPC you authorise us to obtain one for you, should we consider this to be appropriate, to enable us to issue particulars. In that event the cost of the EPC will be payable by you in addition to our fee and any other marketing expenses. An estimate of this cost will be made to you as soon as practicable. We can provide you with any advice or support in obtaining Energy Performance Certificates on request.

4.14 Letting following introduction by us. We are instructed to sell your property, but if we introduce a possible buyer who rents the property from you (rather than purchasing it) you will be obliged to pay us on commencement of the letting a fee calculated at 11% of: (a) the annual rent payable; or (b) for a letting which last for less than 1 year the total rent payable for the period of the letting. Provided that if that same party then buys the property our sales fee will be payable in full less the amount of the letting fee paid by you to us.

4.15 Unoccupied Property. We are not responsible for securing, maintaining or repairing the property, except where we negligently fail to secure the property after an accompanied viewing or where we have specifically agreed to provide those services.

4.16 Publicity. You agree that we may at any time, including after our appointment ends, publish promotional material (including photographs) about the sale of the property provided that we will do so on the basis that we will not disclose confidential information that is personal to you including you name and identity.

Ancillary Property Services

4.17 Let property

4.17.1 We do not operate as a lettings agent. However we can provide a keys storage and release service as a stand-alone service if required. We will store a spare set of keys to the Property at our offices and release them to a named tenant or tenants or to other named third parties (e.g. tradespeople working at the property) on your written instructions. We will receive back the keys on termination of a tenancy if requested in writing by you.

4.17.2 Once we release keys as per your instructions we shall not be under any obligation to recover them and shall not be liable for any loss suffered by you as a result of any loss or misuse of keys to the property by a third party.

4.17.3 Our charges for these services will be agreed with you in advance and will be payable in accordance with the letter of engagement (if relevant) or as otherwise agreed with you in writing.

4.18 Insurance

4.18.1 If you instruct us to effect insurance of the property and/or its contents, we shall (acting as your agent and not as a broker) contact an appropriate insurer to obtain quotations for cover. You are responsible for all information we obtain from you in connection with this process. We do not give any warranty or assurance that the insurers we contact provide the lowest cost or best quality insurance products, as we are not in a position to establish this.

4.18.2 We do not receive any referral fee from our brokers.

4.18.3 Our charges for these services will be either:
(a) an agreed percentage of the annual premium, to be agreed with you in advance, payable monthly upon commencement of the policy, in accordance with these terms and conditions; or
(b) a separate fee arrangement agreed between us in accordance with the letter of engagement (if relevant) or as otherwise agreed with you in writing.

4.19 Maintenance

Emergency maintenance works

4.19.1 We can agree with you a budget for us to arrange for third parties to carry out emergency works at the property if we, in our sole discretion, deem those works to be necessary. If you instruct us to provide this service we will inform you as soon as reasonably following the completion of any such emergency works and the costs incurred. The costs of any work carried out under this emergency works service and any commission we agree to charge for this service will be payable in accordance with the letter of engagement (if relevant) or as otherwise agreed with you in writing.

Routine maintenance works

4.19.2 For all routine maintenance works (other than any emergency maintenance works covered by the section above) we will agree terms (including the scope of the works, the cost of the works and timing of the works) with you on a case by case basis before arranging for third parties to carry out those works. The costs of any work carried out under this routine maintenance works service and any commission we agree to charge for this service will be payable in accordance with the letter of engagement (if relevant) or as otherwise agreed with you in writing. Unless and until the costs of routine maintenance work are agreed with you, we shall not be under any obligation to carry out any routine maintenance work or to inspect the property at any time.

4.20 Building works/repairs. We may be able to assist you with these matters, depending on the scale and type of work required, or we may be able to refer you to tradespeople that we have used successfully on other projects. As each case is different, we will agree terms and timing with you on a case by case basis.

4.21 Valuation. Where requested (typically where Inheritance Tax may be payable on the estate of the deceased owner), Southey & Co will prepare a Red Book Valuation of the property on separate terms which shall be made available where needed.

4.22 Other services. If requested by you to provide other services to you relating to the property (e.g. cleaning, administration, etc.) we will agree the scope of those services and the terms of payment for those additional services in writing before commencing work. We will be entitled to payment for invoices we raise in respect of those services within 21 days unless we agree otherwise.

4.23 Services may vary slightly from their descriptions. The descriptions of the services on our website are for illustrative purposes only. Although we have made every effort to display the services accurately, we cannot guarantee that they fully and accurately reflects the services. Your services may vary slightly from those descriptions but will not differ materially or affect the services to be provided.

5 Your rights to make changes. If you wish to make a change to the services you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6 Our rights to make changes

6.1 Minor changes to the services. We may change the services: to reflect changes in relevant laws and regulatory requirements; and/or to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the services.

6.2 More significant changes to the services and these terms and conditions. In addition, as we informed you in the description of the services on our website, we may make material changes to these terms and conditions or the services, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any services paid for but not received.

7 Providing the Services

7.1 When we will provide the services. During the order process we will let you know when we will provide the services to you. If the services are ongoing services, we will also tell you during the order process when and how you can end the contract.

• If the services are one-off services. We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process but time shall not be of the essence in any respect.
• If the services are ongoing services. We will supply the services to you until the services are completed or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 10.

7.2 We are not responsible for delays outside our control. If our supply of the services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. While we are not liable for delays caused by events outside of our control, if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any services you have paid for but not received.

7.3 If you do not allow us access to provide services. If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 10.2 will apply.

7.4 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the services to you. If so, this will have been stated in the description of the services on our website or at the time your order was confirmed by us. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7.5 Reasons we may suspend the supply of services to you. We may have to suspend the supply of the services to: deal with technical problems or make minor technical changes; update the services to reflect changes in relevant laws and regulatory requirements; and/or make changes to the services as requested by you or notified by us to you (see clause 6).

7.6 Your rights if we suspend the supply of services. We will contact you in advance to tell you we will be suspending supply of the services, unless the problem is urgent or an emergency. If we have to suspend the services for longer than 3 months in any 6 month period we will adjust the price so that you do not pay for services while they are suspended. You may contact us to end the contract for the services if we suspend the supply of the services, or tell you we are going to suspend such supply, in each case for a period of more than 6 months and we will refund any sums you have paid in advance for the services in respect of the period after you end the contract.

7.7 We may also suspend supply of the services if you do not pay. If you do not pay us for the services when you are supposed to (see clause 13.4) and you still do not make payment within 30 days of us reminding you that payment is due, we may suspend supply of the services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the services. We will not suspend the services where you dispute an unpaid invoice (see clause 13.6). We will not charge you for the services during the period for which they are suspended.

8 Your rights to end the contract

8.1 You can always end your contract with us. Your rights when you end the contract will depend on the services you have engaged us to provide, whether there is anything wrong with how we are performing, when you decide to end the contract and whether you are a consumer or business customer:

• If we have failed to provide the services to you in accordance with our contract with you, you may have a legal right to end the contract (or to have the services re-performed or to get some or all of your money back), see clause 12 if you are a consumer – businesses have no such rights under these conditions;
• If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
• If you are a consumer and have just changed your mind about the services, see clause 8.3. You may be able to get a refund if you are within the cooling- off period, but this may be subject to deductions;
• In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 8.6.

8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any services which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the services or these terms and conditions which you do not agree to (see clause 6.2);
(b) we have told you about an error in the price or description of the services you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the services may be significantly delayed because of events outside our control;
(d) we have suspended supply of the services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 6 months; or
(e) you have a legal right to end the contract because of something we have done wrong in breach of the terms of the contract.

8.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most services bought online (including via email) over the phone or otherwise at a distance you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms and conditions. This right does not apply where the services are to be provided within 14 days of the date your order is accepted as requested by you.

8.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of services, once these have been commenced, even if the cancellation period is still running or where these are to be provided within 14 days of your order being accepted by us as set out above.

8.5 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is performed.

• Have you bought services? If so, you have 14 days after the day we enter into the letter of engagement (if relevant) or otherwise email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running or where the services are to be provided within 14 days of our acceptance of your order as per your request, you cannot change your mind. If you cancel after we have started the services or where the services are to be provided within 14 days of our accepting your order, you must pay us for the services provided up until the time you tell us that you have changed your mind or otherwise reimburse us for the time spent as compensation in preparation of the supply of the services.

8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for services not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.

9 How to end the contract with us (including if you are a consumer who has changed their mind)

9.1 Tell us you want to end the contract. To end the contract with us, please let us know by contacting us by one of the methods set out in section 2 of these conditions. Please provide your name, home address, details of the order (details of what you bought, when you ordered or received) and, where available, your phone number and email address.

9.2 How we will refund you. If you are entitled to a refund under these terms and conditions we will refund you the price you paid for the services, by the method you used for payment, subject to any deductions we are entitled to make as described below.

9.3 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind or for any sums incurred in preparing for the provision of the services in question. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

9.4 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.

10 Our rights to end the contract

10. 1 We may end the contract if you break it. We may end the contract for the provision of the services at any time by writing to you if: you do not make any payment to us when it is due and you still do not make payment within 30 days of us reminding you that payment is due; you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services; or you do not, within a reasonable time, allow us access to your premises to supply the services.

10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause we will refund any money you have paid in advance for services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

10.3 We may withdraw the services. We may write to you to let you know that we are going to stop providing the services. We will let you know at least 2 weeks in advance of our stopping the supply of the services and will refund any sums you have paid in advance for services which will not be provided.

11 If there is a problem with the Services

How to tell us about problems. If you have any questions or complaints about the services, please contact us using the information within sections 2 and 9 of these conditions.

12 Your rights in respect of defective Services if you are a consumer

12.1 We are under a legal duty to supply services that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the services. Nothing in these terms and conditions will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

For services, the Consumer Rights Act 2015 says:

• You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
• If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.
• If you haven’t agreed a time beforehand, it must be carried out within a reasonable time.
• See also clause 8.2.

13 Price and payment

13.1 Where to find the price for the services. The price of the services (which does not include VAT, such VAT being charged in addition to the price of the services) will be set out in the letter of engagement (if relevant), the price indicated on the order pages when you placed your order or as otherwise confirmed to you by us at the time we accepted your order and from time to time while we provide services to you. We take all reasonable care to ensure that the price of the services advised to you is correct. However please see clause 13.3 for what happens if we discover an error in the price of the services you order.

13.2 You must also pay value added tax (VAT) at the prevailing rate on all our invoices wherever you live. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the services, we will adjust the rate of VAT that you pay, unless you have already paid for the services in full before the change in the rate of VAT takes effect.

13.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the services’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the services’ correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.

13.4 When you must pay and how you must pay. We accept payment with all major credit and debit cards. We will invoice you for the price of the services in accordance with the letter of engagement (if relevant) or when we have completed the services or otherwise in accordance with any other agreement we have reached with you in writing. Invoices are payable as per the due date on the invoice unless we have agreed any other payment arrangement with you in writing in the letter of engagement (if relevant) or otherwise. If you fail to pay the invoice when it is due, interest is payable on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 13.4 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

13.5 No right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms and conditions in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

13.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

14 Our responsibility for loss or damage suffered by you if you are a consumer

14.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms and conditions, we are responsible up to the limit stated in clause 15.4 of these terms and conditions for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

14.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the services as summarised at clause 12.1.

14.3 When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.

14.4 We are not liable for business losses. If you are a consumer we only supply the services for to you for domestic and private use. If you use the services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 15.

14.5 We are not liable in any way to any third parties involved or otherwise engaged/consulted with in the provision of the services whatsoever.

15 Our responsibility for loss or damage suffered by you if you are a business

15.1 Nothing in these terms and conditions shall limit or exclude our liability for: death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; or any matter in respect of which it would be unlawful for us to exclude or restrict liability.

15.2 All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 or by past practice or conduct are excluded.

15.3 These terms and conditions and the terms set out in the letter of engagement (if relevant) shall take effect to the exclusion of any terms and conditions that may you submit to us in making your order or at any time thereafter including on any purchase order or acceptance of the contract between us for the provision of our services. Subject to clause 15.1: we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for services under each individual contract formed pursuant to these conditions.

15.4 Subject to clauses 15.1 to 15.3 and as far as the law allows, our total liability to you for any direct loss or damage caused by our negligence or breach of contract is limited to the lower of £30,000 or ten times the total fees paid for the services provided under the contract governed by these terms and conditions.

16 How we may use your personal information

How we will use your personal information. We will only use your personal information as set out in our privacy policy.

17 Other important terms

17.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms and conditions to another organisation. We will always tell you if this happens and we will ensure that the transfer will not affect your rights under the contract.

17.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms and conditions to another person if we agree to this in writing. We may not agree and do not have to give a reason or be reasonable when considering whether or not to agree.

17.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

17.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms and conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

17.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms and conditions, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.

17.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms and conditions are governed by English law and you can bring legal proceedings in respect of the services in the English courts.

17.7 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

17.8 Regulation. Southey & Co is regulated by RICS for the provision of surveying services. This means we agree to uphold the RICS Rules of Conduct for Firms and all other applicable mandatory professional practice requirements of RICS, which can be found at www.rics.org. As an RICS regulated firm we have committed to cooperating with RICS in ensuring compliance with its standards. The firm’s nominated RICS Responsible Principal is Nick Green.

17.9 Financial crime. We are obliged by law to accept and conduct instructions in accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and Proceeds of Crime Act 2002. These require us, in certain circumstances, to establish the identity and address of our clients and, if different, vendors and potential purchasers of property, and the source of any funds received, and to renew this due diligence on a regular basis. You agree to provide to us any information or documentation which we reasonably request in this regard and to assist us in the collection of any information we request from transactional counterparties (including potential buyers) in this regard. For the avoidance of doubt, searches may also be conducted on directors and “beneficial owners” as is required by the legislation. Where required, we will be unable to continue to act for unless we have completed the necessary due diligence on our clients and transactional counterparties. In the event that any key information that would alter our records changes during the course of this instruction, such as a change in any beneficial owners or a change in the identity of a transactional counterparty, you must inform us without delay. This information will not be disclosed to any other person, except for those authorised to regulate or conduct enquiries under the Money Laundering Regulations 2007 or where otherwise required by applicable law or regulation.

If we are unable to complete the required due diligence for any reason, we reserve the right to terminate our contractual relationship with you immediately on written notice to you.

We shall have and shall maintain in place such policies and procedures as are reasonable to prevent the facilitation of tax evasion by another person and as such shall not knowingly engage in any activity, practice or conduct which would constitute either (i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or (ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

18 Complaints procedure. A copy of our complaints procedure is available on request. This includes details of the Redress Schemes which are the PRS (Consumer Redress Scheme) and RICS Dispute Resolution Service (Business Redress Scheme).

19 Documents. Certain documents may legally belong to you, but it is necessary for us to destroy correspondence and other papers after six years except for documents that 201713190.4 we consider to be of continuing significance. If you want us to keep particular documents, you must instruct us accordingly.