TERMS OF BUSINESS

It is important that You understand what these Terms mean: You should speak to Us if You are not sure or do not understand.
You agree to observe and be bound by the following terms and conditions (“Terms”) and these Terms shall apply to the Services which We provide to you under the Agreement.
Where there is a conflict between any of the Terms below and the contents of the Proposal Letter, then the Terms in the Proposal Letter shall prevail. In these Terms, the following words will have these meanings:

‘We’ ‘Us’ ‘Our’ – Leith Planning Ltd (Co. Reg. No 05003791) and Leith Capital Management Ltd (Co. Reg. No 08417992) PR4 2SH

‘You’ ‘Your’ – the person (whether solely or jointly with others, and whether or not an individual, corporate body, authority or organisation) for whom We carry out the Services and also, where different, any agent of such person who instructs Us to carry out the Services

‘The Services’ – the work which is set out in the Proposal Letter which We are being asked to carry out, together with any and all subsequent work which You ask Us to perform, and work which is necessary and/or ancillary to that work

‘The Proposal Letter’ – the letter or email which We send to You setting out the basis on which We will provide the Services to You.

‘The Agreement’ – this contract which is formed between You and Us, governed by these Terms, subject to the contents of the

Proposal Letter

1. This Agreement

1.1. Under this Agreement, We will provide to You the Services in accordance with these Terms and You will pay Our fees.

2. Amount of Fees to Be Paid

2.1. You will be liable to pay the following fees:
2.2. The sum set out in the Proposal Letter and/or any other fee expressly agreed between the parties;
2.3. In default of an express agreement, remuneration calculated on an hourly rate in accordance with the Charging Tariff set out at the end of these Terms;
2.4. Our expenses and disbursements in accordance with the Charging Tariff;
2.5. Other expenses expressly agreed as payable by You;

3. VAT on fees

VAT shall be charged on all fees as applicable together with VAT at the prevailing rate

4. Time for Payment

4.1. Unless We agree otherwise, invoices will be rendered when a particular piece of work, stage of work or total scope of work has been completed.  This may include raising invoices for part payment of completed work if the work is to be carried out over more than one week.
4.2. Invoices shall be paid no later than 14 days after the date of the invoice, by way of legal tender and/or cleared funds, to be paid in full without deduction or set-off.
4.3. If You do not pay the invoices as per Clause 4.1, then interest will be payable on the amount unpaid from the date they fell due until payment at the rate of 8% per annum.
4.4. If We are obliged to take legal advice or commence Court proceedings regarding any unpaid invoice, You agree to pay our reasonable legal charges and court fees incurred in doing so.
4.5. If You have defaulted on payment of any of Our invoices, We can ask You to pay to Us a sum of money in advance on account of some or all of Our fees or in advance of incurring costs with a third party, as a condition of carrying out any further work.
4.6. If You do not pay an invoice as per Clause 4.1, then We will be entitled to exercise a lien over anything belonging to You which is then in Our possession until such time as you have paid.

5. Provision of Services

5.1. We will carry out the Services:
5.1.1. with reasonable care and skill;
5.1.2. in a way which is fair and honest;
5.1.3. in a way which respects confidentiality and complies with all necessary legislation regarding Data Protection;
5.2. We do not provide or purport to provide, as part of the Services, any advice which can only be supplied by regulated or licensed persons or persons with specialisms that differ from ours. This includes (but is not limited to) legal advice, financial or investment advice, advice concerning design and construction, advice over the management or implementation of any permissions or

technical matters.
5.3. Nothing provided during the course of performing the Services should be taken as a warranty or guarantee of any

particular outcome.
5.4. We cannot, when taking on a matter, confirm that We will be able to accept instructions for all subsequent work that may be required in that matter.
5.5. Save in respect of damages for personal injury or death, We hereby exclude legal liability for all loss and damage of all types howsoever arising in connection with the supply of the Services to the extent permitted in Law or to the maximum extent which

may reasonably be permitted, as applicable.

6. Date of Performance

6.1. Time is not of the essence of any provision of this Agreement save in relation to the payment of fees.
6.2. We will not be legally liable for any losses, damages, direct or consequential costs arising out of any delay however caused.
6.3. Any indication which We give as to the date by which something will be done is a target date rather than a deadline unless We agree otherwise in writing.
6.4. To help Us deliver the Services:
6.4.1. You will provide us with all necessary information which We reasonably request and all other information which, although We do not request it, should reasonably be provided to help Us deliver the Services.
6.4.2. You will make yourselves reasonably available to Us for the purpose of obtaining information and you shall not make any charge to Us for your time or in connection with the supply of such information.
6.4.3. You will give us the contact details for all other consultants working on the same project including any previous consultants helping with planning aspects.

7. Termination

7.1. This Agreement may be terminated
7.1.1. by either party on the expiry of 28 days notice in writing.
7.1.2. by Us, forthwith, if You have not complied with an obligation under this Agreement to pay Our fees.
7.2. Termination of this Agreement shall be entirely without prejudice to the rights and remedies of either party accrued as at the date of termination.
7.3. Where billable work has not been billed as at the date of termination, We shall be entitled to charge a fee for that work at the rates set out in the Charging Tariff

8. Use of Documents and Copyright

For the purposes of this clause, ‘material’ shall include graphical and non-graphical material, information, numerical and textual material, and shall include all such material whether in physical format or stored electronically.
8.1. All material produced by Us shall be produced to satisfy the relevant standards required for the provision of the Services, but not to any higher standard. No additional reliance should be placed on any such material.
8.2. We shall not be responsible in any way for the accuracy or reliability of material obtained by us in good faith from a third party.
8.3. Copyright and other intellectual property rights in all material prepared by Us or on Our behalf shall remain with Us unless We agree in writing to the contrary.
8.4. You shall have a personal non-transferable licence to copy and use the material for any purpose relating to the subject matter of the Services but You shall not be entitled to use (or cause or permit to be used) the material in respect of any other matter without Our prior written agreement, for which We shall be entitled to make a charge.
8.5. If any of Our invoices remain due for payment but unpaid, then we may terminate the licence in the preceding sub-clause upon 7 days prior written notice, and the licence shall be reinstated only upon payment of such invoices.

9. Documents

9.1. You agree that we are entitled to keep copies of any documents You give Us in connection with the Services;
9.2. You will not provide us with original documents unless we ask for them. We will return, to the extent that they remain in Our possession, all Your original documents to You when We have copied them or carried out all the work You have instructed us to do. We may make a reasonable charge to You for producing photocopies.

10. Record Keeping

10.1. You agree that We are entitled (although not obliged) to record and/or keep notes of all conversations and discussions passing between Us. We will comply with all applicable Data Protection legislation and handle Your personal information in a way which is appropriate and proportionate.

11. Cancellation

11.1. If you have a right to cancel this set out in the Proposal Letter.
11.2. You will lose the right to cancel this Agreement if the services have been fully performed at Your express request within the cancellation period.

12. Complaints

We hope you will be happy with the Services. If you are not satisfied, You should refer the matter immediately to Our Managing Director at the address set out above.

13. Communications

In addition to your postal address and email address (if You have one), it is essential that You provide Us with a phone number where We would be able to contact You in case of emergency

14. Assignment

14.1. You may not assign this Agreement to any other person without Our written consent.
14.2. The Services to be performed under this Agreement shall be provided by Us, but We shall be entitled to sub-contract any part to such third parties, agents, experts and contractors as we shall see fit.

15. Formalities of Contracting

Although the intention of the parties is that You will expressly confirm acceptance of the Proposal Letter and these Terms and that We will expressly set out any additional Services and You will confirm in writing that they are to be performed, the parties hereby agree that any formal failure to do so shall not absolve either party from the full obligations to perform this Agreement in accordance with these Terms.

16. Third Party Rights

This Agreement may not be enforced by a third party and confers no benefit to a third party.

17. Service

Any notice to be given under this Agreement will be validly given if posted or emailed by Us to You at the address most

recently supplied.

18. Entire Agreement and Variations

Unless otherwise agreed in writing, these are the entire Terms and conditions which shall apply to these and all future Services provided by Us to You

19. Severability

In the event that any of the Terms, conditions or provisions of this Agreement shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the body of this Agreement and the remainder thereof shall continue to be valid and enforceable to the fullest extent permitted by law.

20. Amendments to the Terms

20.1. We may change these Terms at any time without any notice to you. Any changes will be posted on our Website and become effective at the time of posting. Your continued use of the Services after the effective date of such changes will constitute acceptance of and your agreement to be bound by the new Terms.

21. Miscellaneous

21.1. At any time, this Agreement can be assigned by us, whether it be in whole or in part, without prior notice to You and You agree upon such assignment that we will be free of any further obligation to you under these Terms.
21.2. You agree not to assign, transfer or sublicense your rights, if any, under these Terms.
21.3. If you breach any of these Terms and there is a delay or failure on our part to exercise our rights or remedies this will not constitute a waiver of such right to act.
21.4. We shall not be responsible for any breach of these Terms caused that is beyond our control.
If you have any questions or comments about our Terms, please contact us.

22. Applicable Law

This Agreement will be governed by English law, and any dispute will be subject to the jurisdiction of the English courts.

Charging Tariff

Our fees rates may change from time to time. You will be notified in writing of changes.

1. Professional Fees

Will be charged at the following hourly rates:

Chris Plenderleith (Executive Chairman) – £250 per hour
Shan Dassanaike (Chief Operations Officer) – £180 per hour

Rebecca Booth – £200 per hour
Graeme Thorpe (Group Planning Manager) – £160 per hour

Paige Linley (Senior Planning Technician) – £120 per hour
Abigayle Boardman (Planning Technician) – £95 per hour

Joel Turner (Group Commercial Manager) – £120 per hour

Deborah Waddington (Group Commercial Executive) – £95 per hour

Stephen Sandford (Group Operations Manager) – £120 per hour

Danielle Stuart (Group Operations Executive) – £95 per hour

Chris Betts (Heritage Expert) – £150 per hour

2. Consultants Fees

You will be liable to pay all consultants fees associated with the project unless otherwise agreed; fee structures for all consultants used will be agreed with the client before instructions are confirmed.

3. Expenses

You will be liable for all direct expenses incurred including the purchasing of documents, travel expenses and accommodation costs. You will be charged the full cost of the expense without uplift.

4. Tariff Expenses

The following charges will be made
Mileage – 50p per mile

Printing – 15p per A4 page

Printing – 25p per A3 page
Photo Copying – 15p per A4 page
Photo Copying – 25p per A3 page
Binding Documents – £5 per document
Value Added Tax will be added to the above charges where applicable.

Additional Terms relating to Leith Capital Management

1. PURCHASE CONSIDERATION

The purchase consideration includes, without limitation, any overage, anti-embarrassment sums or other deferred sums or incentives due, which may or may not be received subsequent to the completion of the sale.

Leith Capital Management Ltd is retained by you on the basis of sole selling rights. This means you will be liable to pay our Fee, in addition to any other costs or charges agreed if:

(a)  unconditional contracts for the sale of the Property are exchanged during the period of the Instruction, even where the purchaser is not found by us, but by another agent or by any other person including you; or

(b)  unconditional contracts for the sale of the Property are exchanged after the expiry of the period during which we have sole selling rights, but to a purchaser who was introduced to you during that period or with whom we had negotiations about the Property during that period.

Leith Capital Management Ltd shall invoice you 50% of the fee upon exchange, with the remaining 50% payable upon completion.

For the avoidance of doubt, our fees shall still be payable in the event that:

  1. your shares or units in a special purpose vehicle, unit trust, or other group company owning the Property (the “Shares”) be sold rather than the Property itself; or

  2. the debt or the company owning the debt (the “Debt”) be sold rather than the Property itself; or

  3. the purchaser of the Shares, Debt or the Property is a company in your group or otherwise associated with you.

Charging Tariff

Our fees rates may change from time to time. You will be notified in writing of changes.

1. Professional Fees

Will be charged at the following hourly rates:

Shan Dassanaike (Group Commercial Director) – £180 per hour

Ben Grant (Non-Executive Director) £180 per hour

Joel Turner (Group Commercial Manager) – £120 per hour

Stephen Sandford (Operations Manager) – £120 per hour

2. Consultants Fees

You will be liable to pay all consultants fees associated with the project unless otherwise agreed; fee structures for all consultants used will be agreed with the client before instructions are confirmed.

3. Expenses

You will be liable for all direct expenses incurred including the purchasing of documents, travel expenses and accommodation costs. You will be charged the full cost of the expense without uplift.

4. Tariff Expenses

The following charges will be made
Mileage – 50p per mile

Printing – 15p per A4 page

Printing – 25p per A3 page
Photo Copying – 15p per A4 page
Photo Copying – 25p per A3 page
Binding Documents – £5 per document
Value Added Tax will be added to the above charges where applicable.

2. INSTRUCTION WITHDRAWAL

You agree to instruct your solicitors to pay our fees from the completion monies.

Where the Instruction is withdrawn or terminated following the commencement of the instruction, Leith Capital Management Limited shall be entitled to an abortive fee representative of the work undertaken until that point in time.

3. MARKETING

Prior to the commencement of any marketing campaign, you must provide us with all relevant information about the Property and the interest that you hold in the Property. This information should include full details of ownership and any rights, obligations, benefits and restrictions, liabilities, outgoings and anything else that may affect the accuracy of our description of the interest you wish us to market.

4. OFFERS RECEIVED

Unless otherwise agreed, we will inform you in writing of all written offers received from prospective purchasers of the Property. Offers which have not been received in writing may be reported to you verbally.

5. IMPORTANT INFORMATION

We do not accept any responsibility for the security, management or insurance of the Property or of third parties that may visit the Property, even if such third parties are accompanied by us.

We are not instructed by you to provide any formal valuation or other advice based on proper verification or research which may be relied upon by you or any third party for the purposes of taking any financial decision regarding a potential sale or letting. Any information provided by us, including financial details or any indication of an asking price or rent, will not be carried out in accordance with the formal valuation requirements of the Valuation Manual published by The Royal Institution of Chartered Surveyors.

We will not read any title deeds and other legal documents. In any event, any advice approval or representation made or given by us regarding the legal meaning or effect of title deeds and other legal documents (draft or final version) should not be relied on by you and such advice will be strictly limited to estate agency matters. Any advice regarding the legal interpretation or legal drafting issues must be obtained from your solicitors.

The effective date of these Terms: 1st February 2019.