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Terms of Business

Sales and Terms of Business

The Estate Agents Act 1979 requires agents’ fees and terms of business to be confirmed in
writing. Madison Carter Limited’s standard terms of business are set out below.
In this agreement, any reference to ‘we’, ‘us’ or ‘our’ is to Madison Carter Limited and any joint
agent, and reference to ‘you’ is to the Client as identified in 1.0 below.

1 RESPONSIBILITY FOR PAYMENT OF FEES, COSTS & CHARGES.

1.1 The person signing the accompanying letter is responsible for payment of the remuneration
referred to in this document and the accompanying letter. By signing the accompanying letter,
you warrant that you are the beneficial owner of the Property to be sold (‘the Property’). If more
than one person is the beneficial owner of the Property, then all owners must sign this
agreement and all shall be bound and responsible by this agreement jointly and severally.

1.2 Where the property is owned by a company, the client is the company and in addition to
accepting liability on behalf of the company each person signing the Letter personally
guarantees payment by the company of our fees, costs and charges.

2 SALES FEES

2.1 All Madison Carter Limited’s remuneration and expenses are subject to Value Added Tax at
the prevailing rate regardless of the client’s domicile. Madison Carter Limited’s remuneration
will be calculated as a percentage of the sale price achieved, or on a fixed fee basis if agreed.
The sales price includes any extra amount paid for any amount apportioned to carpets, curtains,
equipment, furniture, fixtures or other chattels. Our remuneration is paid in accordance with the
basis of our appointment.

The circumstances giving rise to our entitlement for remuneration and the quantum of such
remuneration are set out below in respect of each type of appointment under the heading
Agency’. In cases where the introduction of the purchaser by Madison Carter Limited gives
rise to remuneration, this shall include an indirect introduction.

2.2 Our remuneration shall be due upon exchange of contracts. It is, however, our practice, by
concession, to accept payment of any such remuneration of the sale proceeds immediately
upon completion (except as referred to 2.3). Accordingly, you must immediately give your
solicitor or conveyancer irrevocable instructions and authority to settle.

Madison Carter Limited’s remuneration and expenses on your behalf out of the proceeds of the
sale, and we shall be entitled to seek settlement from them.

2.3 Should completion of a sales be agreed for a period of six months or longer following
exchange of contracts, Madison Carter Limited will be due payment of half of their agreed
commission and/or any other costs within 28 days following exchange of contracts with the
balance and/or any other agreed costs upon completion of the sale. In this instance, you must
immediately give your solicitor or conveyancer irrevocable instructions and authority to settle
Madison Carter Limited’s remuneration and expenses on your behalf as set above. Please note
that you must also immediately inform us if you become aware of any circumstances which
might result in the net proceeds of your property being insufficient to pay our remuneration and
any outstanding expenses in full. Such circumstances would, by way of example, include any
intervention of proposed intervention by your mortgagee.

2.4 You may be liable to pay more than one fee if:-
a. You have previously instructed another agent to sell the same property on a Sole
Agency, Joint Sole Agency or a sole selling rights basis;
or
b. You instruct another agent during the period of our Sole Agency, Joint Sole Agency or on
a sole selling rights basis.

3 AGENCY

3.1 SOLE SELLING RIGHTS

Our rate of remuneration is 2% of the sale price of your property plus Value Added Tax unless
provided otherwise in the accompanying letter. You will be liable to pay this remuneration to us,
in additional to any other costs or charges agreed, in each of the following circumstances:

a. If contracts for the sale of the property are exchanged in the period during which we
have sole selling rights, even if the purchasers was not found by us, but by any other
person, including yourself.

b. With a purchaser introduced by another agent during the period of our Sole Selling
Rights Agency.

c. With a purchaser introduced by us with whom we had negotiations about the property
during the period of our Sole Selling Rights Agency and contracts for the sale of the
property are exchanged through another agent within six months after the expiry of our

Sole Selling Rights Agency. If no other Estate Agency is involved, this time limit extends
to two years.

Our appointment as your agent with Sole Selling Rights will continue after the agreed period
unless terminated by either party in writing by way of 14 days notice. Such notice can be given
no earlier than 14 days before the expiry of our Sole Selling Rights Agency period.

3.2 SOLE AGENCY

Our rate of remuneration is 2.5% of the sale price of your property plus Value Added Tax unless
provided otherwise in the accompanying letter.
You will be liable to pay this remuneration to us, in additional to any other costs or charges
agreed, if at any time contracts of the sale of the property are exchanged and subsequently
completed:

a. With a purchaser introduced by us during the period of our Sole Agency or with whom
we had negotiations about the property during that period.

b. With a purchaser introduced by another agent during the period of our Sole Agency.

c. With a purchaser introduced by us or with whom we had negotiations about the property
during the period of our Sole Agency and contracts for the sale of the property are
exchanged through another agent within six months after the expiry of our Sole Agency.
If no other Estate Agent is involved, this time limit extends to two years.
Our appointment as your Sole Agent will continue after the agreed period unless terminated by
either party in writing by way of 14 days notice. Such notice can be given no earlier than 14
days before the expiry of our Sole Agency period.

3.3 JOINT SOLE AGENCY

Our rate of remuneration is 2.5% of the sale price of your property plus Value Added Tax unless
provided otherwise in the accompanying letter. You will be liable to pay this remuneration to us
and your other appointed Joint Sole Agent(s), in addition to any other costs or charges agreed,
in such proportion to each agent as may be agreed, if at any time contracts for the sale of the
property are exchanged and subsequently completed:

a. With a purchaser introduced by us or your Joint Sole Agent(s) during the period of our
Joint Sole Agency or with whom we had negotiations about the property during that
period.

b. With a purchaser introduced by another agent during the period of our Joint Sole
Agency.

c. With a purchaser introduced by us or with whom we had negotiations about the property
during that period of our Joint Sole Agency and contracts for the sale of their property
are exchanged through another agent within six months after the expiry of our Joint Sole
Agency. If no other Estate Agent is involved, this time limit extends to two years.
Our appointment as your Joint Sole Agent will continue after the agreed period unless
terminated by either party in writing by way of 14 days notice. Such notice can be given no
earlier than 14 days before the expiry of our Joint Sole Agency period.

3.4 MULTIPLE AGENCY

Our rate of remuneration is 3% of the sale price of your property plus Value Added Tax unless
provided otherwise in the accompanying letter. You will be liable to pay this remuneration to us,
in addition to any other costs or charges agreed, if at any time contracts for the sale of your
property are exchanged and subsequently completed:

a. With a purchaser introduced by us or with whom we had negotiations about the property
during that period of Multiple Agency.

b. With a purchaser introduced by us or with whom we had negotiations about the property
during the period of our Multiple Agency and contracts for the sale of the property are
exchanged through another agent during the period of our Multiple Agency. If no other
Estate Agent is involved, this time limit extends to two years.
c. With a purchaser introduced by us or with whom we had negotiations about the property
during the period of our Multiple Agency and contracts for the sale of the property are
exchanged through another agent within six months after the expiry of our Joint Sole
Agency. If no other Estate Agent is involved, this time limit extends to two years.

3.5 RETAINED AGENTCY 

Our rate of remuneration is 1.75% of the purchase price of the acquisition plus Value Added Tax unless
provided otherwise in the accompanying letter. This is agreed on a deal by deal basis or on a long term search.

4 SUB AGENTS

Madison Carter Limited may, at its discretion, sub-instruct or multi-list your property to other
selected estate agents or intermediaries in the instances where we consider this may assist in
introducing a potentially suitable purchaser for your property. Unless otherwise agreed, this
will not incur any extra costs for you & all viewings and negotiations will be coordinated through
Madison Carter Limited.

5 PRIVATE BUYERS

Within seven days of your written instructions you will notify us of the identity of all persons you
regard as private buyers. This list will definitively determine who is to be regarded as a private
buyer. Any other persons introduced during the term of our agency will not be regarded as a
private buyer.

6 REFUND OF COSTS

In the event that you decide to withdraw the property or should you sell it privately during the
term of our agency, we will be entitled to a full refund of any costs incurred.

7 READY, WILLING & ABLE PURCHASER

7.1 You will be liable to pay one half of the agreed sale remuneration to Madison Carter Limited
in additional to all other agreed charges and expenses incurred by us on your behalf if a ready,
willing and able purchaser is introduced by Madison Carter Limited in accordance with your
instructions, but you subsequently withdraw from the sale and contracts are not exchanged
irrespective of your reasons. A purchaser is a ready, willing and able purchaser if they are
prepared and able to exchange contracts for the purchase of the property either at the price at
which the seller has authorised us to market it or at such other price as the seller or any agent
of the seller might have agreed with the purchaser other than in a binding contract.
7.2 We reserve the right to invoice you within 30 days of your decision.

8 FAILED COMPLETION

If a purchaser exchanges contracts and fails to complete the purchase, Madison Carter Limited
will be entitled to half our full fee together with any outstanding expenses.

9 UNOCCUPIED PROPERTY

Madison Carter Limited accepts no liability or responsibility for the maintenance or repair of or
any damage to the property whilst unoccupied. If the property is vacant when adverse weather
conditions are likely, damage may occur to water and heating systems and sanitary appliances.
The client should take all necessary action to protect the property from such risks and to ensure
that they have adequate insurance cover and notify their insurers accordingly.

10 RELATED SERVICES

It is possible that a purchaser may wish to instruct Madison Carter Limited with regard to a
property related service. We will notify you if these circumstances arise. Related services might
include:

1. the sale or purchase of a property
2. provision of financial services through a third party
In each instance, Madison Carter Limited may earn some form of remuneration.

11 DISCLOSABLE INTERESTS
The Estate Agents Act 1979 requires an agent to disclose, both to the client and a purchaser,
any connection that we or any of our employees or associates may have with either party,
whether directly or indirectly, or with any member of their respective families. Should we
become aware of any such interests, we will advise you accordingly. Should you be aware of
any such connections with us you must advise us as soon as it become known.

12 PROPERTY MISDESCRIPTIONS ACT 1991

Under the Property Misdescriptions Act 1991 it is a criminal offense for an agent to make
inaccurate or misleading statements about property whether in sale particulars, adverts,
photographs, or verbal statements. This includes making statements that might give the wrong
impression about a property and includes omitting facts. You will be asked to verify certain
information and must assist to the best of your knowledge.

13 MONEY LAUNDERING REGULATIONS 2003

Under the Money Laundering Regulations 2003 we are required to obtain evidence of your
identity and proof of address. We will require to see and have a copy of your passport and of a
utility bill addressed to you at your current address (or other suitable documents) which we are
required to hold on file for five years.

14 PAYMENT OF ACCOUNTS
14.1 Madison Carter Limited’s accounts for fees and for expenses become payable from the
date stated on the account.

14.2 Madison Carter Limited reserve the right to charge interest should any part of any account
remain unpaid for more than 7 days after the Agent’s fees are first demanded.
14.3 The rate of interest shall by 5% above the base rate of Barclays Bank PLC as at the date
the fees were first demanded.

14.4 If Madison Carter Limited

find it necessary to use solicitors or any other parties to recover
agreed fees and expenses, the client will, in addition, be required to pay those costs incurred in
the recovery.

15 ACCEPTANCE OF TERMS
Before agreeing to the terms, you should ensure that you have read and understood these
Terms of Business and asked for clarification of any issue that is not understood.
If Madison Carter introduces a buyer without our terms being signed and you accept an
appointment from Madison Carter Limited then you agree to these terms.

TERMS & CONDITIONS OF BUSINESS

This Agreement is made between Madison Carter (the Agent) and the Client whose details are as follows:

DEFINITIONS AND INTERPRETATIONS

The ‘Sale of the Property’ means any:

  • sale, assignment or transfer of the Property; or
  • sale, assignment or transfer of any direct or indirect interest in the Property; or
  • sale, assignment or transfer of any shares in (or right to control) any legal entity directly or indirectly owning the Property; or
  • sale, assignment or transfer of any shares in (or right to control) any legal entity that directly or indirectly holds any interest in the Property; including, without limitation, any part of the Value attributable to curtains, carpets, fixtures, fittings, chattels and any other good or property relating to the Property.

Value means any monies, assets, consideration or value of any sort received in respect of any Sale of the Property.

Purchaser means a person or legal entity directly or indirectly introduced to the Client (as a result of becoming aware of the prospective Sale of the Property through the Agent marketing the Property) and who becomes the Purchaser in the Sale of the Property, whether or not the Purchaser makes the offer to purchase the Property through the Agent, through another agent or through any other person.

The Agency Fees (excluding VAT, if applicable, which shall be payable in addition at the same time) are as follows:

Initial Period – This Agreement is for an Initial Period of 4 weeks from the date of the last person to sign this Agreement below.

Commission – Madison Carter’s commission will be chargeable at the Sole Agency rate of 2.5% of the sale No VAT.  

Payment of Fees – Fees shall become due (whether before or after termination of this Agreement) on the earlier of;

  1. the date on which unconditional contracts for the Sale of the Property are exchanged; or
  2. if there is no exchange of contracts, on the date of completion of the Sale of the Property.

Invoices shall be addressed to the Client and submitted by the Agent directly to the Client’s Legal Representative (meaning the Client’s solicitor, conveyancer or other representative).

The Client agrees to instruct and authorise his Legal Representative to pay from their client account, all Fees due under this Agreement within three working days of the date of completion of the Sale of the Property. Notwithstanding the Client’s obligation to procure payment of all Fees by his legal representative on his behalf, the Client shall remain liable for the payment of such Fees due and payable under this Agreement.

Term and Termination – This Agreement shall come into effect on the date on which the last party signs the Agreement (Commencement Date). This Agreement shall continue for the Initial Period and thereafter shall automatically continue (Term) unless and until;

  1. either party gives the other at least 14 days written notice of their intention to terminate this Agreement with effect on a date which is on or after the Initial Period; or
  2. the Sale of the Property completes. Termination of this Agreement for any reason shall not affect the

Client’s liability to pay the Fees in accordance with the terms of this Agreement.

Offers – During the Term, the Agent shall forward details in writing of all offers received from prospective Purchasers of the Property unless the offer is of an amount or type which the Client has specifically instructed the Agents, in writing, not to pass on.

Provision of Information – The Client agrees to promptly provide to the Agent the name and address of the relevant party, the price, the date of exchange of contracts or, if there is no exchange of contracts, the date of completion of the Sale of the Property and such other information the Agent requires in order to calculate the Fees payable in accordance with this Agreement.

Private Approaches – The Client shall inform the Agent of any private approaches the Client has received prior to the date of this Agreement in relation to the Sale of the Property. During the Term, direct approaches made to the Client shall be deemed to be a result of the Agent’s service to the Client. The Client shall promptly inform the Agent of all such approaches, enquiries and discussions and direct all such approaches, enquiries and discussions to the Agent to negotiate on behalf of the Client.

Access to Premises –

  1. Unless otherwise agreed, if the Agent holds the key to the Property, the Agent shall accompany any viewings of the Property by prospective Purchasers. If the Property is occupied, the Agent must agree the arrangements with the occupier prior to a prospective Purchaser attending the Property. Unless otherwise agreed, the Agent may release keys to the Property to certain professionals who require access, such as surveyors acting on behalf of prospective Purchasers and permit them to inspect the Property unaccompanied. The Agent shall seek the Client’s permission to allow unaccompanied visits by any other third parties such as trades people or representatives of any utility companies.
  2. The Agent shall not be responsible or liable for any liabilities, costs, expenses, damages or losses suffered or incurred by the Client for personal loss, death or injury; loss or damage to property; or any other loss, damage, cost or expense where such liability is caused by or incurred as a result of any act or omission of any professional authorised third party or prospective Purchaser who is permitted to access the Property.

Property Details – Details of the Property prepared by the Agent may be attached to this Agreement (or subsequently discussed). Under the Property Misdescriptions Act 1991, anything the Agent says or prints about the Property must be a provable fact. The Client shall ensure that the information included in the Property details is true and accurate and shall notify the Agent as soon as he becomes aware of any fact, matter or circumstance which results in any information included being or becoming untrue, inaccurate or misleading. The Client shall indemnify the Agent against all liabilities, costs, expenses, damages and losses suffered or incurred by the Agent for any breach by the Agent of the Property Misdescriptions Act 1991 resulting from the Client not complying with the previous sentence.

Extra Services – The following services may be offered by the Agent or connected persons:

  1. The Agent may be instructed to act on behalf of a prospective Purchaser of the Property on the sale of the Purchaser’s property for which they may receive commission as part of their normal service; and
  2. The Agent may offer any prospective Purchaser financial services or other services as may be required or seem appropriate for which the Agent may derive a financial benefit.

Money Laundering Regulations – The Client shall provide to the Agent and shall procure that the Client’s Legal Representative assists in providing, on request, certified copies of photographic identification (e.g. passport, photographic driver’s license), documentary proof of address and such other documentation specified by the Agent to verify the identity of the Client.

Notice of The Right to Cancel – This notice only applies to an Agreement made at any location which is not the Agent’s place of business. This notice of the Right to Cancel is given in respect of this Agreement dated

The Client has the right to cancel the Agreement by delivering or sending (including by electronic mail) a cancellation notice in writing to the person mentioned in the next paragraph at any time within the period of seven days starting with the date of receipt by the Client of this notice.

Cancellation Period – If the Client wishes to cancel the Agreement within the Cancellation Period he should deliver or send a written cancellation notice to Steve Coogan at Madison Carter, 9a Belsize Crescent, London, NW3 5QY. A cancellation notice by be provided in any written form or by using the cancellation form attached to this agreement. The notice of cancellation is deemed to be served as soon as it is posted or sent to the person mentioned above, or in the case of a notice sent by email, from the say it is sent to the above named person.

By signing this Agreement, the Client consents to the commencement of the performance of the service immediately and in any event, prior to the expiry of the Cancellation Period. The Client shall not lose the Right to Cancel the Agreement during the Cancellation Period. However, the Client shall pay all Fees incurred by the Agent for any part of the service performed prior to service of the Cancellation Notice.

Marketing – Off market only unless otherwise discussed. 

Cancellation Notice

If the Client wishes to cancel this Agreement you must do so in writing and deliver personally or send (which may be by electronic mail) this form to the Agent named above. Please complete, detach and return this form only if you wish to cancel the contract.

Signatures – Before signing this Agreement, the Client should ensure that they have read the Terms of this Agreement and asked for clarification of any point that is not understood. The Agent and the Client have read and agree to the terms and conditions of this Agreement, including (where applicable) without limitation, the notice of the right to cancel

This Agreement is made between Madison Carter (the Agent) and the Client whose details are as follows:

  • Open Times

  • Mon: 09:00 - 18:00

  • Tue: 09:00 - 18:00

  • Wed: 09:00 - 18:00

  • Thu: 09:00 - 18:00

  • Fri: 09:00 - 18:00

  • Sat: Appointments only

  • Sun: Closed

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