These Terms and Conditions are effective between the business trading as Calm Property, which can be contacted at the address ABC Road, London, ABC7 7AB (by post), firstname.lastname@example.org (by email) and +44 123 123 123 123 (by phone), and the Owner of the Property outlined in the Property Management Form. The Property Management Form must be filed and submitted online in Calm Property Website (the ‘Website’). These Terms and Conditions shall govern the relationship of Calm Property and the Owner with regards to the management of the Property (the ‘Property Management’).
1. PROPERTY MANAGEMENT PERIOD
1.1. The Property Management shall begin on the date the Annual Retainer Fee paid by the Owner is received by Calm Property and shall last for one (1) calendar year.
2.1. Calm Property shall provide to the Owner the Services outlined in the Services page of the Website. Any additional services shall be requested and agreed by the parties.
2.2. During the Property Management Period, the Calm Property shall:
2.2.1. provide the Services with all due care, skill and ability and use its best endeavours to promote the interests of the Owner;
2.2.2. Manage the Property in a proper and business-like manner on behalf of the Owner; and
2.2.3. At all times comply with all relevant Laws and professional standards.
2.3. Calm Property shall use reasonable endeavours to ensure that Calm Property is reachable via phone or email on the business hours stated in the Website on reasonable notice, to provide such assistance or information as the Owner may require.
2.4. Calm Property shall have the authority to incur expenditure in the name of or for the account of the Owner based on the monthly allowance agreed with the Owner and the maximum expenditure per transaction, as outlined in the Property Management Form.
2.5. Unless otherwise provided in these Terms and Conditions, Calm Property shall not hold itself out as having authority to bind the Owner.
2.6. At its discretion, Calm Property will further employ and/or engage an adequate number of staff, contractors and service providers to meet the obligations of these Terms and Conditions.
2.7. Calm Property shall visit the Property once every three months to inspect the general condition of the Property.
3. OWNER RESPONSIBILITIES
3.1. The Owner agrees to pass and assist for all management rights to Calm Property. The Owner represents and warrants to Calm Property that he or she has every right to authorise such pass of the management rights to Calm Property and that he or she is the true and absolute owner of the Property.
3.2. The Owner must disclose to the Calm Property all information and/or other matters affecting the Property Management and will forthwith notify Calm Property of any further such matters as soon as the Owner becomes aware of the same.
3.3. The Owner shall ensure to pay all and any bills issued by Calm Property. The Owner shall also pay for any expenses owed to any third parties, such as contractors and service providers. All such bills shall be paid on the terms and conditions outlined by such third parties. Calm Property shall not in any way be liable or responsible for any of the third parties’ payments.
4.1. In exchange for the Services, the Owner must pay a non-refundable annual retainer fee, whose price is to be found in the Prices page of the Website. The retainer fee covers the annual meetings with the landlord and the tenant/s and any time spent to prepare all information for each property and the on-call availability for the tenant/s emergencies. Unless otherwise agreed, the annual retainer fee shall be invoiced by Calm Property and be payable upfront on the same day the Property Management Form is submitted through the Website.
4.2. An hourly rate shall be charged to the Owner for any time spent managing each property. The hourly rate can be found in the Prices page of the Website. Any hours worked will be invoiced to the Owner at the end of each day. Unless otherwise agreed, all invoices shall be paid within the next working day after receipt of an issued invoice by Calm Property.
4.3. All prices are excluding VAT.
4.4. If any of the charges stated in Clauses 4.1 and 4.2 are not paid on the due date, Calm Property may stop providing the Services or may consider the said amounts as debt and thus pass the amounts owed to a third party for collecting such debt.
4.5. The Owner shall reimburse all reasonable expenses properly and necessarily incurred by Calm Property in the course of the Engagement, subject to production of receipts or other appropriate evidence of payment. Prior to incurring any expenses, Calm Property will inform the Owner with prior written notice sent by email.
4.6. Any third party service required in the Property that was invoiced on the Owner’s name shall in no way be the liability of Calm Property for payment of such service.
4.7. Calm Property shall keep proper records of accounts for the Owner, together with full records of transactions entered into by them on behalf of the Owner in pursuance of the Services and will keep such accounts and records available on request.
5. INFORMATION EXCHANGE
5.1. Calm Property shall keep the Tenants informed of matters relevant to Property Management and to keep the Owner promptly informed of matters relating to the Property Management and promptly assist in preparation of replies to enquiries at the cost of either the Tenants or the Owner.
6. DEALING WITH ENQUIRIES
6.1. Calm Property shall deal promptly and satisfactorily with all reasonable enquiries in connection with matters arising from the day to day management of the Property.
7. CONFIDENTIAL INFORMATION
7.1. Calm Property acknowledges that during the Property Management Period, Calm Property will have access to Confidential Information. Calm Property shall not (except in the proper course of its duties), either during Property Management Period or at any time after Termination of the Property Management, use or disclose to any third party (and shall use its best endeavours to prevent the publication or disclosure of) any Confidential Information.
7.2. For the purposes of this Section 7, “Confidential Information” means information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the affairs and finances of the Owner for the time being confidential to the Owner and trade secrets including, without limitation, technical data and know-how relating to the Business of the Owner or any of its suppliers, contractors, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Calm Property creates, develops, receives or obtains in connection with the Property Management, whether or not such information (if in anything other than oral form) is marked confidential.
8. DATA PROTECTION ACT 1998
8.1. Calm Property undertakes to comply with the provisions of the Data Protection Act 1998 insofar as the same relates to the provisions and obligations of this Terms and Conditions and the provision of the Services.
9. LIMITATION OF LIABILITY
9.1. Calm Property shall be liable and shall indemnify the Owner only for any direct damages or expenses arising from any breach of Calm Property’ obligations under these Terms and Conditions.
9.2. Under no circumstances is Calm Property responsible or in any way liable for any indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses arising from any alleged or actual infringement of any third party’s Intellectual Property Rights or other rights arising from the provision of the Services.
10.1. In respect of a breach of these Terms and Conditions, the parties shall try to reach to an agreement to remedy such breach. If no agreement is set, either party may serve a 30 calendar day prior written notice for the termination of Property Management under these Terms and Conditions.
10.2. On termination of these Terms and Conditions for any reason, the Owner shall pay to Calm Property all sums due and owing to it in connection with these Terms and Conditions as per the clauses of Section 4 of these Terms and Conditions.
10.3. On termination, when all bills owed to Calm Property are settled, Calm Property shall deliver to the Owner within 5 working days all materials, supplies, keys, leases contracts, insurance policies, plans, specifications, reports, permits, licences, promotional materials, other papers (including general correspondence) and uncommitted service charge, reserve funds and other funds as may be necessary via Royal Mail Second Class.
10.4. Both parties shall return, destroy or otherwise deal with any Confidential Information as the disclosing party shall wish for it to be dealt with.
11. FORCE MAJEURE
11.1. if a party is prevented, hindered or delayed from performing any of its obligations under these Terms and Conditions by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of these Terms and Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations may be extended accordingly.
12. ASSIGNMENT AND OTHER DEALINGS
12.1. No party may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms and Conditions without the prior written consent from the other party by email.
13.1. No variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives) by email.
14.1. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.
15. ENTIRE AGREEMENT
15.1. These Terms and Conditions, together with the Property Management Form constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2. The Owner agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. The Owner agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
16. NO PARTNERSHIP OR AGENCY
16.1. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
17. THIRD PARTY RIGHTS
17.1. No one other than Calm Property and the Owner shall have any right to enforce any of these Terms and Conditions.
18.1. Any notice or other communication given to a party under or in connection with these Terms and Conditions shall be in writing and shall be sent by email. Any notice or communication shall be deemed to have been received upon receipt of an email confirming such receipt.
18.2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
19. GOVERNING LAW
19.1. These Terms and Conditions and any dispute or claim 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 courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).