Terms & Conditions | Expedite FM

Terms & Conditions

Definitions In these Terms the following expressions shall, unless the context otherwise requires or as otherwise expressly provided in writing, have the following meanings:
1. “Abort fee” means that the client will pay a fee if, for whatever reason, they decide to cancel the exclusive appointment of Expedite Facilities Management (FM) before the term of the agreement has expired.
2. “Acquisition” means the leasing by, purchase by or transfer to the Client of any leasehold, long leasehold, freehold, serviced or common hold interest in property.
3. “Agreement” means these Terms & Conditions of Business together with any other terms and conditions and/ or written special conditions and/ or any other agreed schedules or documents signed by a Director of Expedite FM.
4. “Appointment” means the appointment of Expedite FM by the Client to provide the Services subject to the Client Instruction and this Agreement.
5. “Client” means the person, firm, company or other entity to whom Expedite FM is to provide Services in accordance with the Agreement, and includes any individual working for the Client who shall be deemed to have been authorised by the Client to act on behalf of the Client and shall include any person, company or other entity associated or affiliated with it.
6. “Client Instruction” means the brief, or any other written documents including email messages, which sets out the Fee payable to Expedite FM under the Appointment and the scope of the Appointment, in addition to this Agreement.
7. “Exclusive Appointment” means that the Client shall be liable to pay the Fee if, at any time prior to the termination of the Appointment, the Client views the Property and/or commences negotiations which lead to the exchange of unconditional contracts for the Acquisition of the Property, regardless of whether Expedite FM has introduced the Property to the Client.
8. “Fee” means the Fee payable to Expedite FM for the Services as set out in the Client Instruction and any other applicable fees or expenses.
9. “Heads of Terms” means fundamental points of an agreement intended to form the basis of a formal contract.
10. “Property” means the property the Client selects to purchase or lease.
11. “Seller” means the person, company or body that leases or sells, or prospectively leases or sells, the Property or a prospective Property to the Client.
12. “Services” means the services of Expedite FM to find the Client a Property subject to the Client Instruction and this Agreement.
13. “Space planning” means that Expedite FM will provide a plan for the selected property with a desks, offices, meeting rooms etc. as required by the client in order to confirm the suitability of the property for the client’s needs.
14. “Substantial change of Spec/Brief” means the Size which was not covered by the initial search; Area which was not covered by the initial search.
General
1. Clause headings are for convenience only and are not to be used in its interpretation.
2. No variation or alteration of this Agreement shall be valid unless approved in writing by a Director of Expedite FM and the Client and are set out in writing and a copy of the varied agreement is given to the Client stating the date on or after which such varied agreement shall apply.
3. References to “in writing” or “written” shall include email messages.
4. This Agreement applies only to the relationship between Expedite FM and the Client. Except as expressly provided elsewhere in this Agreement a person who is not a party to this Agreement shall not have any rights under the Contracts (Right of Third Parties) Act 1999 to enforce any of this Agreement.
5. This Agreement constitutes the entire and only agreement between parties with regards to the subject matter herein, and they supersede all prior and pre-existing representations agreements between Expedite FM & the Client in relation to the subject matter herein.
6. The Client Appoints Expedite FM to provide the Services to the Client and Expedite FM agrees to be Appointed to provide the Services to the Client.
7. Subject to Clause 2.8, neither party shall during and after termination of this Agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature. The Client shall on demand and on termination of this Agreement surrender to Expedite FM all materials relating to such confidential information in its or its personnel’s agent or representatives’ possession.
8. Expedite FM shall have the right and licence to use the name and logo of the Client in any marketing materials and their distribution or display and Expedite FM shall have the right and licence to use any testimonials or other written statements of the Client for the same purpose.
9. Notices
  1. Any notice required to be given under this Agreement shall be delivered by hand, sent by email or prepaid first class post to the recipient address specified in this Agreement or as otherwise notified from time to time to the sender by the recipient for the purpose of this Agreement.
  2. Notices shall be deemed to have been given and served, if delivered by hand, at the time of delivery; if sent by email, at the time of despatch if despatched on a Business Day before 5.30 pm or in any case at 10.00 am on the next Business Day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant Business Day, the recipient informs the sender that the email message was received in an incomplete or illegible form; or if sent by prepaid first class post, 48 hours from the time of posting.
10. In the event of ambiguity or conflict between the Client Instruction and this Agreement the former will take precedence.
11. This Agreement and any dispute arising out of or in connection with it 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. The parties to this Agreement irrevocably agree, for the sole benefit of Expedite Office that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual claims). Nothing in this clause shall limit the right of Expedite FM to take proceedings against the Client in any other court or competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
Appointment and Services
1. When the Client has countersigned the Client Instruction, the Appointment will be an Exclusive Appointment or a Non-Exclusive Appointment as indicated on the Client Instruction.
2. Expedite FM will perform its Services with all reasonable care and skill and will act in good faith at all times.
3. Time estimations relating to performance of the Services have been made by Expedite FM upon the basis of information provided at the time of the Client appointing Expedite FM. These time estimations are not legally binding on Expedite FM.
4. The duties of Expedite FM shall be limited to those set out in the Client Instruction and this Agreement. Where required however, Expedite FM will provide additional services at additional costs subject to terms and conditions as may be agreed in writing.
5. Expedite FM may instruct one or more other persons, companies or firms, whether as a sub-contractor or in any other capacity, to perform its Services subject to terms and conditions Expedite FM considers appropriate. Unless agreed in writing, no additional fee shall be payable by the Client to Expedite FM in these circumstances. However, the Client is liable to pay the Fee and other sums payable to Expedite FM as if all Services had been performed personally by Expedite FM.
6. With regards to providing the Services Expedite FM may introduce the Client to independent service providers. Although these introductions are made in good faith at all times, Expedite FM will not be liable for these introductions and the Client is fully responsible for carrying out their own due diligence on the third party and will solely on their own judgement and/ or that of its professional advisors. From time to time these service providers may pay Expedite FM commission in relation to the introductions.
7. Expedite FM will inform the Client as soon as possible if Expedite FM, or any other business associate or employee of Expedite FM, has any personal interest in any Property.
8. The Client shall notify Expedite FM immediately in case an offer is arranged by another estate agent or on a private basis for a Property originally introduced by Expedite FM.
No Warranties
1. The Client shall be responsible for establishing whether the Property meets the Client’s requirements and whether it is suitable and appropriate.
2. The Client shall be responsible for carrying out such investigations and inspections as the Client seems necessary for the purpose.
3. The Client shall not rely on any statements or representations made by Expedite FM but shall rely on its own judgement and/ or that of its professional advisors relating to clause 4.4.1-4.4.6.
4. Expedite FM will not offer any warranties in relation to any Property, as to:
  1. whether vacant possession will be granted at the date of completion;
  2. the precision of any statement, information (including square footage of the Property) and/ or photographs supplied;
  3. investigating the Property’s title and/ or encumbrances;
  4. compliance with planning laws, Building Regulations, Fire Risk Assessment, legislation relating to Health and/ or Safety legislation;
  5. services, service charge, value, rating liability and/ or capital or rental value;
  6. contamination, environmental matters and/ or structural integrity;
5. The Client shall be responsible and will not rely on Expedite FM, for investigating whether the necessary consents have been obtained in respect of the Property, including but not limited to the management of the Property, repair, insurance and/ or security arrangements.
6. Information provided by Expedite FM will not be carried out in accordance with the formal valuation requirements of the Valuation Manual published by The Royal Institution of Chartered Surveyors and any comments or advice is not to be used for the purpose of loan security or lending purposes.
7. The details of properties provided by Expedite FM in the course of carrying out a search for offices on behalf of the Client are likely to have been taken from other agents marketing particulars or other sources, due to the general nature of this search. Expedite FM will not have therefore carried out their own independent verification regarding the description and other information.
Fees
1. The Client shall pay Expedite FM the Fee calculated in accordance with clause 5.1 on exchange by the Client of legally binding contracts for the Acquisition of the Property;
2. Expedite FM will charge VAT on the fee if applicable.
3. All Fees shall be paid to Expedite FM without any deduction or set-off, whether equitable or otherwise.
4. If, within 12 months following the completion of the Acquisition a Client, who has Exclusively Appointed Expedite FM, acquires additional space within the Property then Expedite FM should be notified and will provide services to acquire the additional accommodation. An additional fee will be payable, calculated on the same basis as the Fee.
5. In, after the Heads of Terms have been agreed and solicitors instructed on behalf of the Seller and the Client, a Client, who has Exclusively Appointed Expedite FM, withdraws from a transaction, Expedite FM shall be entitled to an interim fee of a sum equal to 50% of the anticipated Fee, subject to clause 5.3 and 5.8.1-5.8.4.
6. The Client is not liable to pay Expedite FM the interim fee mentioned in Clause 5.7 in the following circumstances:
  1. On further examination, a material representation made by the Seller about the Property proves to be untrue;
  2. during the legal process it becomes clear that the Sellers title to the Property is such that no sensible tenant would proceed with anticipated letting on the terms agreed;
  3. the Seller withdraws from the proposed transaction other than because of unreasonable delays in proceeding with the transaction on the part of the Client;
  4. the Client withdraws from the proposed transaction because of unreasonable delays in proceeding with the transaction on the part of the Seller.
Payment Terms
1. Expedite Office shall invoice the Client for its Fee plus any applicable expenses and/ or other payments once the Fee has become payable in accordance with Clause 5.2 or earlier if agreed in writing. The Client agrees to pay this invoice within 7 days of the date of the invoice.
2. The Client must notify Expedite FM within 3 days of receipt of any invoice in case there is a mistake on the invoice meaning that the invoice will have to be resubmitted by Expedite FM in order to be paid.
3. Expedite FM reserves the right to charge interest on invoiced amounts unpaid for more than 7 days at the rate of 5% per annum above the base rate from time to time of HSBC Bank. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The client shall pay the interest immediately on demand by Expedite FM.
Indemnity
1. In this clause, a reference to Expedite FM shall include Expedite FM subsidiaries, and the provisions of this clause shall be for the benefit of Expedite FM and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to Expedite FM. The Client shall indemnify Expedite FM against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Expedite FM arising out of or in connection with:
2. Any breach or negligent performance or non-performance of this agreement; or
3. any claim made against Expedite FM by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Client, its employees, agents or sub-contractors.
Limitation of Liability
1. Whilst Expedite FM will make every effort to fulfil the Clients instructions in accordance with this Agreement, Expedite FM shall not be liable in any manner whatsoever:
  1. To any third party who, without the prior written consent of Expedite FM, seeks to rely on Expedite FM performance of this Agreement or any advice or information resulting from the Clients instructions to Expedite FM;
  2. in respect of any services outside the scope of this Agreement unless Expedite FM has agreed to perform the services in writing in advance.
2. Nothing in this Agreement shall operate to limit or exclude any liability if such a provision is prohibited by law.
Termination
1. Unless otherwise agreed in writing, the initial period of the Exclusive Appointment of Expedite FM will be set out in the Client Instruction.
2. Unless otherwise agreed in writing, either on or after the date of expiry of the initial period of the Exclusive Appointment of Expedite FM, the Exclusive Appointment can be terminated by either party upon serving not less than 15 working days written notice in accordance with clause 2.11 otherwise the Exclusive Appointment will continue until completion of the Services.
3. Termination shall not affect the accrued rights of the parties.