Gallacom Terms and Conditions

Last updated 7th May 2025.

These are the terms and conditions (“Terms”) of Gallacom Ltd, a company registered in England and Wales under company number 10559205 with its registered office at Office 3-14, Ivy Business Centre, Crown Street, Manchester, M35 9BG (the “Agent”, “we”, “us”, our “our”). 

These Terms, together with the Property Schedule provided to you, form the legal contract between the Agent and the landlord named in the Property Schedule (the “Landlord”, “you” or “your”) for the management of the Property specified in the Property Schedule (“Agreement”). In the event of a conflict between these Terms and the Property Schedule, the Property Schedule shall prevail.

By signing the Property Schedule, you agree to be bound by these Terms. 

Please note that the Agent may update or amend these Terms from time to time, and such updates will be communicated to you.

1. Transfer of Business
   1. The Agent assumes responsibility for the Property and the associated services from the date on which the Landlord signs the Property Schedule.
   2. Any obligations, liabilities, or claims arising from the management of the Property or services provided by any previous agent before the date of signing the Property Schedule, shall remain the sole responsibility of the previous agent. 
   3. The Agent shall not be liable for any acts, omissions, or breaches of duty by the previous agent that occurred prior to the transfer of management to the Agent.
2. Tenant Find Fees
   1. The Agent shall be entitled to the Tenant Find Fee for successfully procuring a tenant for the Property.
   2. The Tenant Find Fee shall be payable by the Landlord and is calculated either as a fixed amount or a percentage of the first month’s rent, as outlined in the Property Schedule, which shall be due and payable to the Agent when the Agent collects the first months’ rent from the tenant. 
   3. The Tenant Find Fee covers the Agent’s services in relation to finding and procuring a suitable tenant for the Property (the “Tenant Find Service”), which may include but are not limited to:
      1. conducting a rental valuation;
      2. advertising the Property through various channels, which may include but are not limited to online portals such as Rightmove, Zoola, and OpenRent, and other marketing strategies;
      3. conducting Property viewings with prospective tenants;
      4. checking an applicant’s right to rent in the UK;
      5. collecting and processing tenant applications;
      6. conducting reference checks and background screenings on prospective tenants;
      7. issuing the necessary certificates and compliance documents;
      8. negotiating and preparing the tenancy agreement between the Landlord and the tenant;
      9. coordinating check-in inventory; and
      10. collection of first rental payment.
   4. The Tenant Find Fee does not cover any additional services that may be required, such as the Property Management Services, rent collection, deposit protection, maintenance, or ongoing tenancy management. If the Tenant Find Service is for a room only, then the check-in inventory will be included in the Tenant Find Fee. If the Tenant Find Service is for a whole property then the check-in inventory will be an extra charge, the cost of which will depend on the size of the property.  

   5. In the event that the Agent is appointed as the sole agency for tenant finding, the Landlord agrees not to engage any other agent, third party, or personally undertake any efforts to find a tenant for the Property during the term of this Agreement.

   6. If the Landlord engages another agent or directly procures a tenant during the term of this Agreement, the Landlord shall still be liable to pay the Tenant Find Fee to the Agent, as specified in this Agreement.

   7. In the event that the tenancy agreement with the tenant introduced by the Agent is terminated before the agreed-upon term, and it is established that the termination was due to the fault or actions of the tenant, the Agent shall not be liable to refund the Tenant Find Fee to the Landlord.

3. Management Fees

   1. The Landlord agrees to pay a Management Fee to the Agent for the provision of property management services related to the Property.

   2. The Management Fee shall be calculated as a percentage of the total rental income received from the Property, as outlined in the Property Schedule , and shall be payable on a regular basis, typically weekly or monthly. The Management Fee will usually be deducted from the rental income collected by the Agent, before it is disbursed to the Landlord.

   3. The Management Fee covers the Agent’s services in relation to the ongoing management and administration of the Property (“Property Management Services”), which may include but are not limited to:

      1. collecting and receiving rent from tenants on behalf of the Landlord;

      2. collecting and protecting security deposits / bonds on behalf of the Landlord;

      3. conducting regular Property inspections to assess its condition;

      4. coordinating and overseeing maintenance and repairs as required;

      5. coordinating and keeping track of compliance certificates as required by law;

      6. dealing with tenant inquiries, complaints, and requests;

      7. managing tenancy agreements, including renewals and terminations;

      8. negotiating and managing tenancy renewal;

      9. secure key management;

      10. handling accounting and financial matters related to the Property, including rent collection, expense management, and financial reporting;

      11. providing periodic statements and reports to the Landlord;

      12. coordinating a check-out inventory; and

      13. providing 24-hour emergency support hotline to tenants.

   4. The Management Fee does not cover any additional services that may be required beyond the standard property management responsibilities, such as renovations, legal disputes, or other extraordinary circumstances.

   5. Any additional services requested by the Landlord that fall outside the scope of the Property Management Services shall be subject to a separate agreement and may incur additional fees or charges.

4. Agency Relationship

   1. The Landlord hereby appoints the Agent as the exclusive agent for the management and operation of the Property, and the Agent accepts such appointment.

   2. The Agent shall act as the authorised representative of the Landlord for the purposes of managing, operating, and maintaining the Property in accordance with the terms and conditions set forth in the Agreement.

   3. The Landlord acknowledges and agrees that the Agent is acting as an agent, and any actions or obligations undertaken by the Agent within the scope of the Agreement shall bind the Landlord.

   4. The Agent shall seek written approval from the Landlord for each new letting. Upon issuance of written approval, the Landlord grants the Agent the authority to sign tenancy agreements on behalf of the Landlord for the Property.

5. Collection of Rental Income

   1. The Landlord authorises and appoints the Agent to collect rental income from the tenants on behalf of the Landlord.

   2. The Agent agrees to diligently and promptly collect all rental payments from the tenants as they become due and enforce the terms and conditions of the tenancy agreements.

   3. The Agent shall:

      1. employ reasonable efforts to ensure the timely collection of rental payments from the tenants in accordance with the terms of their respective tenancy agreements;
      2. provide the Landlord with periodic statements or reports detailing the rental income collected, any outstanding balances, and any necessary deductions or expenses incurred;
      3. hold the collected rental income in a designated ring fenced client account, separate from the Agent’s own funds;
      4. exercise care and prudence in the handling of rental income, ensuring that it is securely stored and accounted for in accordance with applicable laws and regulations;
      5. remit the collected rental income, after deducting any agreed-upon fees, expenses, or applicable taxes, to the Landlord in a timely manner on a monthly or weekly basis;
      6. provide a detailed breakdown of any deductions made from the rental income, along with the remittance, to ensure transparency and accurate accounting;
      7. in the event of late rent, take appropriate actions, in consultation with the Landlord, to enforce rent payment and pursue any necessary legal remedies or eviction proceedings, as allowed by law;
      8. keep the Landlord informed of any late rent situations, the actions taken to address them, and the progress made in resolving such matters; and
      9. exercise reasonable care and skill in the collection of rental income, but the Landlord acknowledges that the Agent cannot guarantee the complete and uninterrupted collection of rent from tenants.
   4. The Landlord agrees to indemnify and hold the Agent harmless from any losses, claims, damages, or liabilities arising from the non-payment or delayed payment of rental income by tenants, except in cases of the Agent’s gross negligence or wilful misconduct.
      
6. Term and Termination
   1. The Agreement commences on the date the Property Schedule is signed by both parties and continues until terminated in accordance with this clause 6.
   2. Subject to the cancellation notice in the Property Schedule, either party may terminate the Agreement by providing written notice to the other party and the notice period is as specified in Property Schedule. 
   3. Either party may terminate the Agreement immediately in the event of a material breach of the Agreement by the other party. The non-breaching party shall provide written notice specifying the breach, and if the breaching party fails to remedy the breach within a reasonable time, the non-breaching party may terminate this Agreement.
   4. Upon termination:
      1. the Landlord shall be responsible for any outstanding fees or expenses owed to the Agent as outlined in the Agreement; and 
      2. the Agent shall promptly return all property, keys, documents, and funds belonging to the Landlord; and 
      3. the Agent shall provide a final statement of accounts, including any outstanding fees, expenses, or payments due to or from the Landlord, within a reasonable time following termination
   5. Termination of the Agreement shall not affect the rights and obligations of the parties that have accrued prior to termination. Any provisions in the Agreement that, by their nature, should reasonably survive termination, including but not limited to confidentiality, indemnification, and dispute resolution provisions, shall continue to be binding upon the parties.
      
      
7. Deposit Protection
   1. Under the terms of our Assured Shorthold Tenancy agreement, the deposit will be held by the Agent as stakeholder in accordance with the Housing Act 2004 and the provisions of the custodial deposit protection scheme operated by Tenancy Deposit Scheme. Under this scheme, undisputed deposits must be released to the tenant within ten days of termination of the tenancy. 
   2. Where instructed, the Agent shall register and protect all tenant deposits received in connection with managed tenancies within the government-approved Tenancy Deposit Scheme (TDS) in accordance with the relevant laws and regulations.
   3. The Agent represents and warrants that they are a member of the TDS and shall provide the Landlord with the necessary details and confirmation of such membership upon request. The Agent shall handle all aspects of deposit collection, registration, and release in compliance with the TDS rules and regulations.
   4. Upon request the Agent shall provide the Landlord with all relevant documentation and information regarding the TDS, including any prescribed information to be given to the tenants.
   5. In the event of any disputes relating to the deposit, the Agent shall follow the dispute resolution process as prescribed by the TDS, providing necessary information and cooperating fully to reach a resolution.
   6. Upon the end of the tenancy, the Agent shall:
      1. initiate the deposit release process as required by the TDS, including conducting necessary inspections and assessments of the Property’s condition; 
      2. promptly return the deposit, deducting any agreed-upon deductions or as directed by the TDS in case of a dispute resolution decision; and
      3. maintain accurate and complete records of all transactions related to tenant deposits, including receipts, registration certificates, and relevant correspondence.
   7. In the event of termination of the Agreement, the Agent shall transfer all tenant deposits, along with the necessary documentation, to the incoming agent or directly to the Landlord as per the Landlord’s instructions.
      
      
8. The Gas Safety (Installation & Use) Regulations 1998
   1. The Agent acknowledges and agrees to comply with The Gas Safety (Installation & Use) Regulations 1998 (“Gas Safety Regulations“) and any subsequent amendments or regulations pertaining to gas safety in rental properties.
   2. The Agent shall: 
      1. ensure that all gas appliances, installations, and flues within the managed properties meet the requirements of the Gas Safety Regulations;
      2. arrange for annual gas safety inspections to be conducted by a Gas Safe registered engineer for each rental property containing gas appliances;
      3. ensure that all necessary gas safety certificates are obtained from the Gas Safe registered engineer following each inspection and provide copies of the certificates to the Landlord and tenants within the required timeframe;
      4. maintain accurate and up-to-date records of all gas safety inspections, including certificates, reports, and any necessary remedial actions taken to address identified safety issues and retain these records for the legally required period and provide copies to the Landlord upon request;
      5. inform tenants of their responsibilities regarding gas safety, including their obligation to allow access for gas safety inspections and to promptly report any concerns or suspected gas leaks;
      6. provide tenants with a copy of the current gas safety certificate for their rental property before they occupy the premises and subsequent copies within 28 days of a new inspection;
      7. promptly address any gas-related maintenance or repair issues reported by tenants, ensuring that qualified and registered Gas Safe engineers are engaged to carry out necessary repairs or servicing; and
      8. keep records of all gas-related maintenance and repairs, including invoices, work orders, and completion certificates.
         
         
9. The Electrical Safety Standards in the Private Rented Sector (England) Regulations 2020
   1. The Agent acknowledges and agrees to comply with The Electrical Safety Standards in the Private Rented Sector (England) Regulations 2020 (“Electrical Safety Standards Regulations“) and any subsequent amendments or regulations pertaining to electrical safety in rental properties.
   2. The Agent shall:
      1. ensure that all electrical installations, fixtures, and appliances within the Property meet the requirements of the Electrical Safety Standards Regulations;
         arrange for regular electrical safety inspections to be conducted by a qualified and competent electrician for each Property in compliance with the Electrical Safety Standards Regulations;
      2. ensure that all necessary electrical safety certificates or reports, such as an Electrical Installation Condition Report (EICR), are obtained from the electrician following each inspection and provide copies of the certificates to the Landlord and tenants within the required timeframe;
      3. maintain accurate and up-to-date records of all electrical safety inspections, including certificates, reports, and any necessary remedial actions taken to address identified safety issues and retain these records for the legally required period and provide copies to the Landlord upon request;
      4. inform tenants of their rights and obligations under the Electrical Safety Standards Regulations, including their right to access a copy of the electrical safety certificate and report;
      5. provide tenants with information on the safe use of electrical appliances and the importance of reporting any concerns, faults, or potential electrical hazards promptly;
      6. ensure that any remedial works or repairs recommended by the electrician following an electrical safety inspection are promptly addressed and carried out by qualified and competent professionals; and
      7. keep records of all electrical-related maintenance, repairs, and certificates, including invoices, work orders, completion certificates, and evidence of compliance with the Electrical Safety Standards Regulations.
10. Furniture and Furnishings (Fire) (Safety) Regulations 1988 and (Amendment) 1993
    1. The Landlord warrants that they are fully aware of the terms and conditions of the above Regulations including any subsequent amendments or replacement Regulations (“Fire Safety Regulations”). The Landlord declares that all furniture presently in the Property or to be included in the Property to which this Agreement applies, complies in all respects with the Fire Safety Regulations.
    2. The Landlord further warrants that any furniture purchased for the Property after the date of this Agreement will also comply with the Fire Safety Regulations for the duration of the tenancy and any renewals.
       
       
11. Energy Performance Certificate Compliance
    1. The Agent acknowledges and agrees to comply with the legal requirements regarding Energy Performance Certificates (EPC) for the Properties.
    2. The Agent shall:
       1. ensure that each Property have a valid and up-to-date EPC in accordance with applicable legislation and where the Property does not have an EPC, arrange for the production of an EPC by a qualified and accredited energy assessor before marketing the Property;
       2. ensure that a copy of the EPC is made available to prospective tenants upon request and provide a copy to the Landlord for their records;
       3. prominently display the EPC rating in any advertising materials or property listings for the Property, as required by law;
       4. provide the EPC rating to prospective tenants in a clear and accessible manner before the tenancy agreement is signed;
       5. be responsible for ensuring that a new EPC is obtained and the existing EPC is updated when required by law or at the request of the Landlord; and
       6. promptly inform the Landlord of any changes to EPC requirements or regulations that may impact the Property.
          
          
12. Smoke Alarms & Smoke and Carbon Monoxide Alarm (England) Regulations 2015
    1. The Agent acknowledges and agrees to comply with the Smoke Alarms & Smoke and Carbon Monoxide Alarm (England) Regulations 2015 (“Alarm Regulations”) and any subsequent amendments or regulations pertaining to smoke alarms and carbon monoxide alarms in rental properties.
    2. The Agent shall:
       1. ensure that each Property complies with the requirements outlined in the Alarm Regulations;
       2. ensure that smoke alarms are installed on each floor of the Property, including the basement and any habitable rooms within loft conversions, in accordance with the Alarm Regulations;
       3. arrange for the testing and maintenance of smoke alarms to ensure they are in good working order and compliant with the Alarm Regulations;
       4. ensure that carbon monoxide alarms are installed in any room used as living accommodation which contains a fixed combustion appliance (excluding gas cookers);
       5. arrange for the testing and maintenance of carbon monoxide alarms to ensure they are functioning correctly and compliant with the Alarm Regulations;
       6. maintain accurate and up-to-date records of smoke alarm and carbon monoxide alarm installations, testing, and maintenance activities for each Property and retain these records for the legally required period and provide copies to the Landlord upon request.
          
          
13. Legionnaires’ Disease
    1. The Agent acknowledges and agrees to comply with the applicable legislation and regulations regarding the control and prevention of Legionnaires’ disease.
    2. The Agent shall:
       1. take all necessary steps to ensure that each Property meets the requirements outlined in the relevant regulations;
       2. conduct a Legionnaires’ disease risk assessment for each Property to identify and assess potential sources of Legionella bacteria;
       3. based on the risk assessment, implement appropriate control measures to minimise the risk of Legionnaires’ disease, including but not limited to regular monitoring, maintenance, and cleaning of water systems;
       4. ensure that water systems, including hot and cold water storage tanks, pipes, and other relevant equipment, are properly maintained, cleaned, and serviced to minimise the risk of Legionella bacteria growth;
       5. keep records of maintenance activities, including dates of inspections, cleaning, and any remedial works carried out to address identified risks; and
       6. provide tenants with information and guidance on Legionnaires’ disease, its risks, and prevention measures.
          
          
14. Non-Resident Landlords
    1. The Non-Resident Landlords Scheme is a scheme operated by HM Revenue & Customs (HMRC) for taxing the UK rental income of non-resident landlords. The scheme requires UK lettings agents to deduct basic rate tax from any rent collected. You are considered to be non-resident if your usual place of abode is outside the UK, or you are absent from the UK for a period of more than six months.
    2. You can apply to HMRC for approval to receive rents without tax being deducted. If your application is successful then once we have received written confirmation of their decision we will pay you the rent without deducting tax. Even though the rent may be paid to you without tax being deducted, it remains liable to UK tax and you must include it on your tax return.
    3. Where a non-resident landlord does not have approval from HMRC, we charge £250 for submitting quarterly returns and an annual return. We complete the annual return and send you a certificate showing the amount of tax that we have paid on your behalf. No interest is paid to landlords on tax retentions held by the Agent.
    4. The Agent must be provided with a UK residential address for service. If we are not provided with a UK residential address then we are obliged to assume that a landlord is non-resident and we will operate the provisions of the scheme. We will also be obliged to state the landlord’s correspondence address on the tenancy agreement as c/o Gallacom Ltd registered head office address.
    5. Where we do not deduct tax which should have been deducted under the scheme we are entitled to recover this money from you at a later date, along with any other costs that are imposed on us by HMRC.
       
       
15. Repairs & Maintenance
    1. The Agent is granted authority to engage and liaise with contractors, tradespeople, or service providers for the purpose of carrying out repairs or maintenance up to the agreed limit of £250 plus VAT per repair or maintenance task.
    2. In the event that a repair with a value of more than £250 plus VAT is required at the Property, the Agent shall attempt to contact the Landlord to notify of the repair and obtain consent for the work.  Where contact has not been possible, or a response has not been obtained within 3 working days, the Agent reserves the right to act as an agent of necessity and instruct the works on behalf of the Landlord where it is believed the repair is required to protect the property from further damage.  The Agent will not be held liable for any expense incurred and consent is hereby given by the Landlord that the Agent shall be permitted to pass on all relevant contact details for the Landlord to the contractor in the interest of settling any expenses incurred in carrying out the repair.
    3. We reserve the right retain a float of £100 per unit to cover maintenance costs that may arise during the month. For the avoidance of doubt, a ‘unit’ refers to a room of a house in multiple occupation as defined by the applicable laws and regulations in the jurisdiction where the Property is located (“HMO”), or an entire single let property. For example, for a 5 bed HMO a float of £500 will be retained. 
    4. We cannot undertake to meet any outgoings beyond the funds we hold on behalf of the Landlord. If we do not hold funds to settle an invoice, we may provide your contact details to the supplier so that they can apply to you for payment.
    5. In emergencies and where we consider it necessary, we will act to protect the landlord’s interests without consultation. We will do this under our right as an agent of necessity.
       
       
16. Transfer of Utilities
    1. Where provided with the necessary information, such as names of suppliers and utility account numbers, the Agent will notify existing service providers and the local authority of the tenant’s liability (if appropriate) for payment of the services and council tax during the tenancy. In order to facilitate transfers between tenancies, the Landlord’s details may be provided to the necessary authority or utility provider.
    2. The utility companies and the local authority should send the relevant forms to the new occupier(s) to be completed and signed and it remains the tenants’ responsibility to ensure that a new account is opened in their name. The Agent cannot be held liable if services are disconnected or are not transferred by the utility companies.
    3. The Landlord hereby authorises the Agent to manage and, where necessary, switch utility and service accounts related to the Property (including but not limited to electricity, gas, water, telephone, internet, and council tax) into the Landlord’s name. This authority extends to:
       1. Initial Account Setup: Arranging for utility and service accounts to be established in the Landlord’s name;
       2. Switching Accounts: Switching utility and service accounts from a tenant’s name into the Landlord’s name, or from one service provider to another, as may be required to maintain continuous service to the Property; and
       3. Account Termination: Terminating utility and service accounts in the Landlord’s name at the end of a tenancy or at the termination of this agreement.
    4. At the end of the tenancy, we will contact the service companies and request transfer of responsibility for the service accounts.
       
       
17. Key Management
    1. The Landlord authorises the Agent to hold a set of keys to the Property for the purpose of managing and providing the Property Management Services as outlined in the Agreement.
    2. The Agent agrees to securely store and handle the keys provided by the Landlord and take reasonable precautions to ensure their safekeeping.
    3. The Agent shall:
       1. use the keys solely for the purpose of accessing the Property as necessary to fulfil the obligations outlined in the Agreement;
       2. exercise reasonable care when using the keys and ensure they are not duplicated, transferred, or used for any unauthorised purposes; and
       3. not disclose the keys or any information related to the Property’s security measures to any unauthorised third parties.
    4. Upon termination or expiration of the Agreement, the Landlord has the right to request the return of the keys held by the Agent. The Company agrees to promptly return all keys to the Landlord upon request, and in any case, within a reasonable period after the termination or expiration of the Agreement. The Landlord acknowledges that the return of keys may be subject to verification of the Landlord’s identity or other reasonable security measures to ensure the protection of the Property.
       
       
18. Interim Inspections
    1. The Agent will inspect the Property once every 12 months. Where the Property is an HMO we will inspect it twice per year.  It is understood that this inspection can only provide a superficial examination and is not intended to be a structural survey or inventory check. We cannot accept responsibility for hidden or latent defects. The Agent will provide the Landlord with a report following each inspection.
       
       
19. Check-out and Deposit
    1. Upon the end of a tenancy, we shall send you a copy of the check-out report together with recommendations for deductions that should be made from the deposit. 
    2. You must finalise any further deductions with us within three days of receipt of our recommendations so that we can meet our obligations under the Housing Act 2004 and the provisions of the deposit protection scheme operated by the TDS which require you and us as your agent to return any undisputed deposit amount to the tenant within ten days of termination of the tenancy.
    3. Should you fail to finalise deductions with us within ten days, we reserve the right to release some or all of the deposit to the tenant.  In the event of a formal dispute being raised by the tenant with TDS regarding deductions made from the deposit, you agree to transfer the disputed funds to the TDS within ten days of being asked to do so.
    4. We will not accept responsibility for the failure of any item of claim which is a result of your failure to provide the necessary information to us within the requisite time.
       
       
20. Management While the Property is Vacant
    1. During void periods, we will continue to manage the property, however, cannot be held liable for any loss and/or damage arising from fire, flood or theft.
    2. If the Landlord requires supplies to be turned off or disconnected during this period, we must receive instructions in writing and will arrange for the required contractor to attend at the Landlord’s expense. 
    3. The Landlord is also advised to contact his/her insurance company should the Property be empty for longer than 30 days.  
       
       
21. Dealing with Third Parties
    1. Where required we will liaise where necessary with the Landlord’s accountants, solicitors, superior landlords, managing agents and mortgagees.
       
       
22. Landlord’s Insurance Obligations 
    1. The Landlord acknowledges and agrees that it is their sole responsibility to obtain and maintain appropriate insurance coverage for the Property during the term of the Agreement.
    2. The Landlord shall secure insurance coverage that adequately protects their interests as the property owner and covers risks such as building damage, liability claims, loss of rent, and any other relevant risks according to their individual circumstances and legal requirements.
    3. Upon the Agent’s request, the Landlord shall provide proof of valid and active insurance coverage for the Property. The requested documentation may include insurance policy documents, certificates, or any other relevant evidence of insurance.
    4. The Landlord agrees to indemnify and hold the Agent harmless against any claims, damages, costs, or expenses arising from the Landlord’s failure to maintain proper insurance coverage for the Property, except in cases of the Agent’s negligence or wilful misconduct.
    5. The Landlord acknowledges that the Agent does not provide insurance coverage for the Property and shall not be held liable for any losses, damages, or liabilities that may arise due to the Landlord’s failure to obtain or maintain adequate insurance coverage.
    6. The Landlord shall:
       1. ensure that their insurance coverage remains in effect throughout the duration of the Agreement, including any extensions or renewals; and
       2. promptly notify the Agent of any lapses, cancellations, or modifications to their insurance coverage that may impact the Agent’s ability to fulfil its obligations under the Agreement.
       3. The Landlord acknowledges and agrees to comply with all applicable laws, regulations, and legal requirements concerning insurance coverage for rental properties, including any specific obligations related to the Property’s location or type of tenancy.
          
          
23. Agent’s Authority to Deal with Insurance on Behalf of Landlord
    1. While the Landlord acknowledges that insurance is their sole responsibility, the Agent may act on the Landlord’s behalf in matters relating to insurance when requested in writing. The Landlord hereby grants the Agent the authority to act on their behalf in all matters pertaining to insurance related to the Property.
    2. This authority encompasses, but is not limited to, the following actions:
       1. to procure, renew, and amend insurance policies covering the Property, including but not limited to property insurance, liability insurance, and any other insurance deemed necessary by the Agent in their discretion;
       2. to select insurance providers, negotiate insurance terms, and pay insurance premiums using funds from the Landlord’s account designated for this purpose;
       3. to submit and handle insurance claims, provide necessary information to insurance companies, and receive insurance proceeds on behalf of the Landlord;
       4. to make decisions on behalf of the Landlord regarding insurance coverage, deductibles, and policy limits, with the best interests of the Landlord and the Property in mind; and
       5. to review and assess insurance policies for adequacy and suitability, and, when deemed necessary, recommend changes or updates to the Landlord.
    3. The Landlord shall provide the Agent with all necessary documentation and information required for the procurement and management of insurance policies. This authority shall remain in effect for the duration of this Agreement or until revoked in writing by the Landlord.
       
       
24. TV Licence Requirement
    1. Where it has been agreed in the tenancy agreement that the rent shall include a TV licence, the Landlord acknowledges and agrees that it is their sole responsibility to obtain and maintain a valid TV licence for the Property during the term of the Agreement.
    2. The Landlord shall bear the cost of obtaining and renewing the TV licence for the Property and the Landlord shall ensure that the TV licence fee is paid promptly when due and that any necessary updates or changes to the licence are made in a timely manner.
       
       
25. HMO Licence Requirement
    1. An HMO typically includes properties occupied by three or more unrelated individuals who share common facilities, such as a kitchen or bathroom.
    2. If the Property falls within the definition of an HMO, the Landlord acknowledges and agrees that it is their sole responsibility to obtain and maintain a valid HMO licence as required by the applicable laws and regulations.
    3. The Landlord shall ensure that the HMO licence is obtained and renewed in a timely manner, complying with all necessary application processes, fees, and any other requirements imposed by the licensing authority.
       
       
26. Permissions and Consents
    1. Where applicable the Landlord warrants that consent to let from their mortgagee(s) has been obtained.
    2. Where the Landlord is a lessee, the Landlord warrants that the leasehold title extends beyond the term that the Landlord proposes to let and that any necessary consents have been obtained.
    3. The Landlord warrants that they have notified their insurance company of his/her intention to let and has obtained their written agreement to extend the insurance cover on the Property and its contents to cover the changed circumstances.
       
       
27. Connected Persons
    1. For the purposes of this clause, “Connected Persons” refer to individuals or entities who have a close relationship or connection with the Landlord, including but not limited to family members, business partners, affiliated companies, and any other related parties.
    2. The Landlord shall:
       1. disclose any relevant Connected Persons to the Agent in writing, providing details of their relationship or connection with the Landlord; and
       2. promptly notify the Agent of any changes in the status or relationship of the Connected Persons during the term of the Agreement.
    3. The Agent acknowledges the disclosure of Connected Persons and shall take reasonable steps to ensure that any transactions, agreements, or arrangements involving Connected Persons are conducted in a fair and transparent manner.
    4. The Agent shall:
       1. treat all Connected Persons fairly and impartially, ensuring that they are not given preferential treatment or advantages over other parties involved in the Property Management Services;
       2. promptly notify the Landlord if a potential conflict of interest arises due to the involvement of Connected Persons in any aspect of the Property Management Services; and
       3. in the event of a conflict of interest, take appropriate measures to address the conflict, which may include seeking independent advice, disclosing the conflict to affected parties, or taking necessary actions to mitigate any adverse impact on the Landlord or other parties involved.
          
          
28. Late Payment
    1. The Landlord agrees that, where any of the Agent’s fees and/or commission charges remain outstanding for more than seven days, the Landlord may use any sums obtained or held on the Landlord’s behalf to pay the outstanding sums, including rental payments on any Property in relation to which the Agent is instructed.
    2. The Agent’s fees are payable upon receipt, as and when they fall due. The Agent reserves the right to charge interest on any amounts outstanding 28 days after the fees are first demanded. Interest will be charged from the date the fees become due at the rate of 3% per annum above the Bank of England’s base rate from time to time (or 3% per annum for any period where the said base rate falls below 0%).
       
       
29. Value Added Tax
    1. All fees and charges mentioned in this Agreement are exclusive of value added tax (VAT), unless expressly stated otherwise.
    2. In the event that VAT becomes applicable on the services provided by the Agent under the Agreement, the Agent reserves the right to charge and collect VAT at the prevailing rate as required by law. The Agent will comply with all applicable VAT laws and regulations and will cooperate with the tax authorities as required.
    3. The Landlord acknowledges and agrees to pay any applicable VAT, as determined by the tax authorities, in addition to the fees and charges outlined in this Agreement.
    4. The Agent will issue a valid VAT invoice to the Landlord for the services rendered under the Agreement, clearly indicating the VAT amount separately.
    5. Any changes in the applicable VAT rate imposed by the tax authorities during the term of this Agreement will be passed on to the Landlord, and the Landlord agrees to pay the revised VAT amount accordingly.
    6. The Landlord will provide accurate and up-to-date information necessary for VAT compliance, including but not limited to their VAT registration details, if applicable.
    7. In the event that the Landlord is eligible for a VAT refund or any other VAT-related benefit, it is the Landlord’s responsibility to claim such refund or benefit directly with the relevant tax authorities.
    8. The Landlord agrees to indemnify and hold the Agent harmless from any claims, penalties, or liabilities arising from any failure to comply with VAT laws and regulations due to inaccurate or incomplete information provided by the Landlord.
       
       
30. Data Protection
    1. In this clause 30, the terms “personal data”, “processing”, “data subject”, “controller”, “processor”, and “personal data breach” shall have the meanings defined in Article 4 of the UK GDPR, and the terms “Data Processor” and “Data Controller” shall have the same meanings as “processor” and “controller” respectively. The term “domestic law” means the law of the United Kingdom or a part thereof.
    2. The parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This clause 30 shall not relieve either party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.
    3. For the purposes of the Data Protection Legislation and for this clause 30, the parties may each be a Data Controller and a Data Processor and this clause 30 shall be construed accordingly.
    4. The scope, nature, and purpose of the processing; the duration of the processing; the type(s) of personal data; and the category or categories of data subject are set out in the Data Processing Schedule.
    5. The Data Controller shall (without prejudice to the generality of clause 30.2) ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to and the lawful collection of personal data by the Data Processor for the purposes described in the Agreement and for the duration thereof.
    6. The Data Processor shall (without prejudice to the generality of clause 30.2), with respect to any personal data processed by it in relation to its performance of any of its obligations under the Agreement:
       1. process the personal data only on the written documented instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by domestic law. The Data Processor shall promptly notify the Data Controller before carrying out such processing unless it is prohibited from doing so by that law;
       2. ensure that it has in place appropriate technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage, or destruction. Such measures shall be appropriate and proportionate to the potential harm resulting from such events and to the nature, scope, and context of the personal data and processing involved, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in the Data Processing Schedule;
       3. ensure that any and all persons with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
       4. not transfer any personal data outside of the UK or the European Economic Area (EEA) without the prior written consent of the Data Controller and only if the following conditions are satisfied:
          1. the Data Controller and/or the Data Processor has/have provided appropriate safeguards for the transfer of personal data;
          2. affected data subjects have enforceable rights and effective legal remedies;
          3. the Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
          4. the Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data;
       5. assist the Data Controller, at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to impact assessments, security, breach notifications, and consultations with supervisory authorities or other applicable regulatory authorities (including, but not limited to, the Information Commissioner’s Office);
       6. notify the Data Controller without undue delay of any personal data breach of which it becomes aware;
       7. on the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of the Agreement unless it is required to retain any of the personal data by domestic law; and
       8. maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this clause 30 and to allow for audits, including inspections, by the Data Controller and/or any party designated by the Data Controller. The Data Processor shall inform the Data Controller immediately if, in its opinion, any instruction infringes the Data Protection Legislation.
    7. The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under this clause 30 to another processor without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints another processor, the Data Processor shall:
       1. enter into a written agreement with the other processor, which shall impose upon that other processor substantially the same obligations as are imposed upon the Data Processor by this clause 30, which the Data Processor hereby undertakes shall reflect the requirements of the Data Protection Legislation at all times;
       2. ensure that the other processor complies fully with its obligations under that agreement and the Data Protection Legislation; and
       3. remain fully liable to the Data Controller for the performance of that other processor’s obligations and the acts or omissions thereof.
          
          
31. Limitation of Liability
    1. Nothing in the Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence or that of its employees or agents, for fraud or fraudulent misrepresentation, for the wilful misconduct or deliberate default of either Party or that of its employees or agents, for any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (relating to title and quiet possession), or any other form of liability which cannot be limited or excluded by law.
    2. Subject to clause 31.1 and to any other provision to the contrary in the Agreement, neither party shall be liable for any loss suffered by the other, whether suffered directly or indirectly, or whether immediate or consequential, arising in contract, tort (including negligence), breach of statutory duty, or otherwise, which falls within any of the following categories:
       1. loss of profits;
       2. loss of sales or business;
       3. loss of business opportunity;
       4. loss of agreements or contracts;
       5. loss of anticipated savings;
       6. loss or corruption of data;
       7. loss of, or damage to, goodwill;
       8. indirect or consequential loss; or
       9. special damages, even in the event that the relevant party was aware of circumstances in which the same could arise.
    3. Nothing in this clause 31 shall exclude claims for direct financial loss that are not expressly excluded by the categories within clauses 31.2.1 to 31.2.9.
    4. Subject to clause 31.1, in respect of which any liability arising shall be unlimited, the total liability of the Agent whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sum payable to the Agent by the Landlord in the 12 months before the date on which the claim arose.
       
       
32. Indemnification
    1. The Landlord agrees to indemnify and hold the Agent, its employees, agents, and representatives, harmless from any claims, liabilities, damages, losses, expenses, or costs (including legal fees) arising out of or in connection with the services provided by the Agent under the Agreement, except to the extent that such claims, liabilities, damages, losses, expenses, or costs are caused by the Agent’s negligent acts, errors, or omissions.
    2. The Agent agrees to indemnify and hold the Landlord, its employees, agents, and representatives, harmless from any claims, liabilities, damages, losses, expenses, or costs (including legal fees) arising out of or in connection with the Agent’s negligent acts, errors, or omissions in the performance of its obligations under the Agreement, except to the extent that such claims, liabilities, damages, losses, expenses, or costs are caused by the Landlord’s instructions, actions, or failure to fulfil their obligations under the Agreement.
    3. In the event that a claim or action is made against either party that may give rise to an indemnification obligation under the Agreement, the indemnified party shall promptly notify the indemnifying party in writing of such claim or action.
    4. The indemnifying party shall have the right to assume control of the defence and settlement of such claim or action, with counsel of its choice, provided that the indemnified party shall have the right to participate in the defence and settlement at its own expense.
    5. This indemnity clause shall not apply to the extent that any claims, liabilities, damages, losses, expenses, or costs arise from the wilful misconduct or gross negligence of either party.
    6. The obligations and liabilities of the parties under this indemnity clause shall survive the termination or expiration of the Agreement for any reason.
       
       
33. Updating of Terms
    1. The Agent reserves the right to update or modify these Terms from time to time where necessary to reflect changes in the law or regulations applicable to the Agent.
    2. The Agent shall provide reasonable notice to the Landlord of any such changes through written communication, email, or by posting the updated terms on the Business’s website.
    3. The Landlord’s continued use of the Agent’s services or engagement in any business activities after receiving notice of the updated Agreement shall constitute acceptance of the updated terms and conditions.
    4. If the Landlord does not agree with the updated Terms, they have the right to terminate the Agreement in accordance with the termination clause outlined in the Agreement.
    5. The updated terms shall become effective on the date specified in the notice provided by the Agent and shall apply to all future transactions, engagements, or activities between the Agent and the Landlord, unless otherwise agreed upon in writing.
    6. The Landlord is encouraged to review the updated terms carefully to ensure their understanding and compliance with the revised provisions. If the Landlord has any questions or concerns regarding the updated terms, they are encouraged to contact the Agent for clarification or further discussion.
       
       
34. General Legal Terms
    1. The Agreement contains the entire agreement between the parties and supersedes and replaces all previous agreements and understandings between the parties.
    2. No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
    3. A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
    4. If any provision of the updated terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
    5. The parties shall endeavour to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that reflects the original intent of the Agreement.
    6. Both parties must send any notices in writing via email to last known email address of the other. Email delivery is complete when sent. This does not apply to serving legal documents.
       
       
35. Dispute Resolution
    1. The parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who shall have the authority to settle such disputes. 
    2. If negotiations under clause 35.1 do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties shall attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. 
    3. If the ADR procedure under clause 35.2 does not resolve the matter within 30 days of the initiation of that procedure, or if either party refuses to participate in the ADR procedure, the dispute may be referred to arbitration by either party. 
    4. The seat of the arbitration under clause 35.3 shall be London. The arbitration shall be governed by the Arbitration Act 1996 and rules for arbitration as agreed between the parties. In the event that the parties are unable to agree on the arbitrator(s) or the rules for arbitration, either party may, upon giving written notice to the other party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required. 
    5. Nothing in this clause 35 shall prohibit either party from applying to a court for interim injunctive relief. 
    6. The parties hereby agree that the decision and outcome of the final method of dispute resolution under this clause 35 shall be final and binding on both parties.
       
       
36. Governing Law and Jurisdiction
    1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales.
    2. Subject to clause 35, the parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). 

DATA PROCESSING SCHEDULE