Optimus London Property Management Company Terms of Business (“Terms”)
1. Basis of Agreement
1.1. These Terms set out the terms and conditions upon which you, may purchase Services (as defined below in clause 1.4.3) from us, Optimus London Property Management Company Ltd, registered company number 16409035 and having its registered office at 1st Floor 73-77 Brook Street, London, United Kingdom, W1K 4HX.
1.2. These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.3. We will send you a written Proposal detailing the Services we are offering to provide to you, the duration of the Agreement, and the fees and charged we will charge for our Services. Your acceptance of the Proposal is subject to your acceptance of these Terms.
1.4. The Proposal will include:
1.4.1. Your contact details and the address of the property at which we are offering to provide the Services.
1.4.2. Details of any information you need to provide to us for us to perform the Services (“Customer Information”);
1.4.3. Details of the scope of Services we are offering to provide you (“Scope of Services”) plus information about additional Services which you might request from us from time to time (“Additional Services” and, together with the Scope of Services, the “Services”).
1.4.4. The fees payable by you for the Scope of Services, or details of how our fees will be calculated, and any bespoke payment terms. If you then ask us to perform Additional Services, this will be chargeable addition, and we will agree any additional charges with you before doing extra work.
1.5. Any Proposal we provide to you is only valid for a period of [30] days from its date of issue.
1.6. If you wish to engage us to provide Services to you, please confirm your acceptance of our Proposal and our Terms in writing. Once you do this, a contract is formed between you and us, and this contract comprises the Proposal and these Terms (the “Agreement”).
1.7. If the Contract is translated into any language other than English, the English language version will take priority if there is any conflict between the versions.
2. Services
2.1. We will supply our Services to you in accordance with the Proposal in all material respects.
2.2. We will use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only.
2.3. You agree that we can only begin providing the Services once you provide us with all of the required Customer Information.
2.4. We reserve the right to amend the Proposal if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in any such event.
2.5. We will perform the Services using reasonable care and skill.
2.6. We may subcontract any of the Services and will be responsible for the acts or omissions of any subcontractor.
3. Your Obligations
3.1. You will:
3.1.1. co-operate reasonably with us in all matters relating to the Services; and
3.1.2. provide us with such information including the Customer Information, as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects (this might include, for example, providing us with a copy of any rules relating to any shared usage areas at the property at which we are providing Services).
3.2. Where we agree to manage any third-party contracts (such as broadband, utilities, property insurance) (“Third Party Agreement”) for and on your behalf, you understand and agree that:
3.2.1. We will act as your agent, in accordance with your instructions, and you understand that any Third-Party Agreement will be in your name.
3.2.2. You will provide us with a letter of authority confirming our authorisation to act on your behalf, for us to share with the third-party service provider(s).
3.3. We have a legal responsibility to provide a safe workplace free from harassment which includes while in our clients’ properties. You understand and accept that any aggression or harassment will not be accepted and that we reserve the right to suspend of cancel the Agreement if our representatives are bullied, harassed or subject to any form of aggression when attending the property.
3.4. We also ask that you do not smoke or take drugs while our representatives visit the property to perform Services. We reserve the right to suspend or cancel the Agreement if you do not comply.
3.5. If our performance of any of our obligations under the Agreement is prevented or delayed by your act, omission or failure:
3.5.1. without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the default.
3.5.2. we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our or delay to perform any of our obligations; and
3.5.3. you will reimburse us for any reasonable costs or losses which we sustain or incur arising directly or indirectly from your default.
4. Price and Payment
4.1. The fees for the Services (or the basis upon which they will be calculated) are set out in the Proposal or as otherwise agreed in writing with you (for example, where you ask us to perform Additional Services, we will confirm the additional costs with you first).
4.2. Unless otherwise stated in the Proposal, we will invoice you for our Services monthly in arrears.
4.3. You will pay our invoice within the time period specified in the Proposal or, if no period is stated, within 30 days of the date of the invoice.
4.4. All payment shall be in full and in cleared funds to a bank account nominated by us.
4.5. If you fail to pay the invoiced amount within the prescribed period, we will be entitled to charge interest at a rate of 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.6. You will make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
5. Confidentiality
5.1. Each party undertakes that it shall not during the Agreement, and for a period of two years after termination of the Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 5.2.
5.2. Each party may disclose the other party’s confidential information:
5.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 5; and
5.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
6. Compliance
6.1. Each party shall at its own expense comply with all laws and regulations relating to its activities under the Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
7. Limitation of Liability
7.1. Nothing in the Contract shall limit or exclude our liability for:
7.1.1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); or
7.1.2. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
7.2. Subject to clause 7.1 above, we are not responsible for losses you suffer caused by us breaking the Contract where the loss is:
7.2.1. Unexpected: It was not obvious that it would happen, and you said nothing to us about it before we sent you the Proposal (meaning it was an unforeseeable, unexpected loss).
7.2.2. Caused by a delaying event outside our reasonable control.
7.2.3. Avoidable: Something you could have avoided by taking reasonable action (including, by way of example only, making use of safety and security features and measures available at your property, such as storing valuables in a safe); or
7.2.4. A business loss: It relates to your use of our Services for the purposes of a trade, business, craft or profession. We offer our Services to individuals, not businesses, and we accept no liability for business losses (including, by way of example only, loss of profit, loss of income, loss of data, etc).
7.3. You are responsible for having insurance. We will not be liable for any breakages or damage caused by our representatives when working in your property unless this loss was (I) clearly caused by our representative.
7.4. Subject to clause 7.1, clause 7.2 and clause 7.3 above, our maximum aggregate liability to you under the Agreement
7.5. is the lower in value of the amount of fees which you have paid us or £10,000.
8. How you can end the Agreement during the Cooling off Period
8.1. As a private individual (not someone acting on behalf of a business), you have a legal right to change your mind and cancel the service within the Cooling off Period. The “Cooling off Period” is the 14-day period starting on the day you return the signed Agreement to us and during which you can cancel the Agreement.
8.2. If you have asked us to start performing Services for you during the Cooling off Period (by asking us to do this in the Proposal) and you then cancel, you will be required to pay for Services we have already performed for you up to the date you tell us that you want to cancel.
9. How you or we may end the Agreement
9.1. After the end of the Cooling off Period, the Agreement will continue for the Initial Term, unless terminated early by either of us in accordance with the terms of the Agreement.
9.2. At the end of the Initial Term, the Agreement will automatically renew for successive Renewal Periods (the duration of each Renewal Period is specified in the Proposal).
9.3. Either party may terminate the Agreement by giving at least 60 days’ written notice to the other party, and such notice must expire at the end of the Initial Term or at the end of any applicable Renewal Term.
9.4. In addition, we may terminate the Agreement early by giving you at least one months’ prior written notice.
9.5. Without limiting any other rights or remedies, a party may terminate the Agreement with immediate effect by giving you written notice if the other party:
9.5.1. fails to pay any amount due under the Agreement on the due date for payment.
9.5.2. commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 21 days of being notified in writing to do so.
9.5.3. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 9.5.3; or
9.5.4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or
9.5.5. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.
9.6. On termination of the Agreement for any reason:
9.6.1. you will immediately pay us all your outstanding unpaid invoices and interest and, in respect of Services or deliverables supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable by the you immediately on receipt.
9.6.2. we will return any Customer Information we hold to you (subject to us retaining a copy, where required, for regulatory purposes).
9.6.3. We will cease to manage any Third-Party Agreements, and these will be your responsibility to manage.
9.7. Termination of the Agreement, however arising, will not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
9.8. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
10. Your information and how we handle it
10.1. Where we process your personal data, we will do so in accordance with our privacy policy, which you can find on our website [ insert privacy policy hyperlink website].
11. No-Poaching
11.1. To protect our legitimate business interests, you agree that you will not attempt to solicit or entice away or solicit and entice away any of our employees, contractors or representatives other than by means of a national advertising campaign open to all-comers and not specifically targeted at our employees, contractors or representatives.
12. Other important terms and conditions
12.1. Neither party be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six months, the party not affected may terminate the Agreement by giving 30 days’ written notice to the affected party.
12.2. You may not assign any of your rights or obligations under the Agreement without our prior written consent.
12.3. If a court invalidates some of the Agreement the rest of it will still apply. If a court or other authority decides that some of the Agreement is unlawful, the rest will continue to apply.
12.4. The Agreement is the entire agreement between us, and it supersedes all other previous agreements, promises, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You and we each agree that in entering into this Agreement neither of us relies on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Nothing in the Agreement will limit or exclude any liability for fraud.
12.5. No implied waiver by a party of any breach by the other of the provisions of the Agreement shall operate as a waiver of any preceding or successive breach of the same or of any other provisions of the Agreement.
12.6. Any variation of the Agreement shall only be effective if set out in writing and signed by each of us (or our authorised representatives).
12.7. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
12.8. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12.9. No one other than a party to the Agreement has any rights to enforce any of its terms and conditions.
12.10. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
12.10.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office address or correspondence address; or
12.10.2. sent by email to the address to the email addresses stated in the Proposal.
12.11. Any notice shall be deemed to have been received:
12.11.1. if delivered by hand, at the time the notice is left at the registered office address.
12.11.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting (meaning a working day in the UK); or
12.11.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours mean 9.00am to 5.00pm Monday to Friday on a working day (excluding UK public holidays).
12.12. Clauses 12.11 and 12.12 do not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.13. The Agreement is governed by English law. You and we both agree to submit to the non-exclusive jurisdiction of the English courts.
