The ‘Client’ means the Resident Management Company, Right to Manage Company, or Landlord or other named in the Management agreement.
The ‘Manager’ is the Managing Agent named in the Management agreement.
The ‘Property’ is the estate, scheme, or development named in the Management agreement.
The ‘Management Fee’ is the fee set out in the fee agreement Numbered 12.
The ‘Services’ mean the services set out in the management agreement.
‘Additional Charges’ to individual leaseholders are the charges listed for the Additional Services in Appendix 1.
‘Additional Services’ are listed in the Management agreement and are those services in addition to those set out numbered 3(i), 7, 11 & 14 for which the charge is not included within the Management Fee.
‘Term’ means the term or period specified in the Management agreement numbered 2.
The ‘Parties’ means the Client and the Manager.
‘Office Hours’ are Monday to Friday between the hours of 9am – 5pm.
The Manager will perform the Services as set out in the Management Agreement and Appendix 1.
The Manager must comply with the terms of the leases of the Property.
The Manager must comply with the Service Charge Residential Management Code of the RICS 3rd Edition (“Code of Practice”).
The Manager must comply with relevant legislation concerning the management of the Property.
The Manager must comply with health and safety, employment and all other relevant laws and regulations relating to the management of the Property.
The Manager must hold professional indemnity insurance cover and maintain it during the Term.
The Client must not issue any instructions to the Manager that require it to breach the terms of the leases, legislation, or the Code of Practice.
The Client must not give instructions to any onsite staff working solely at the Property. Any instructions should be given through the Manager’s nominated representative.
It is advised that the Client should arrange and hold Directors and Officers insurance for the Term for their own protection. Upon your instruction in writing we will arrange such insurance.
The Client must keep the Manager informed of any notices, sales of leaseholds or freehold, possible formation of resident associations, use of the right to manage and to enfranchisement of which it becomes aware.
We would advise our clients to seek legal advice on the Terms of this contract, and all clients have had the opportunity to do so before signing.
The fees and charges payable by the Client to the Manager are as set out in the Management Agreement.
The Client authorises the Manager to deduct the Management Fee from the Client account and any additional charges when billed. Where the Client does not have sufficient funds in their client account for payment to be made to the Manager on the charging date then the Manager may, at its discretion, transfer funds from any reserve fund accounts held or if there are still insufficient funds, grant a loan to the Client for a similar amount to be repaid, as and when the Client account has sufficient funds. Any such loans will bear interest at the rate of 4% over the Bank of England base rate on a daily basis.
The Client may pay the Manager a setting up fee as specified in the Management Agreement numbered 7 for the work involved in setting up the management arrangements for the Property. If payable, the fee must be paid as soon as this agreement is signed.
The Client agrees to indemnify the Manager against all costs and expenses (including counsel’s and solicitors’ fees) incurred by the Manager in and incidental to any and every step taken in connection with the enforcement of the rights of the Manager against the Client under this agreement including but without prejudice to the foregoing legal proceedings, and any advice sought in connection therewith, to recover sums due under this agreement.
The Manager will propose a Management Fee on an annual basis which will be based on several factors to include changes in the requirements of the Client, new legislation etc. In the event of the fee or the new Management Agreement not being mutually agreed or not being terminated by either party, then the Management Agreement will be deemed to have been renewed for the next financial year and then subsequent years on the same terms other than that the Management Fee will increase by the last Retail Price Index percentage published as at the renewal dates or 4% per annum, whichever is the higher.
It is a core term of this agreement that the Client agrees to indemnify the Manager against all costs and expenses (including counsel’s and solicitors’ fees) incurred by the Manager in and incidental to any and every step taken in connection with the enforcement of the rights of the Manager against the Client under this agreement including but without prejudice to the foregoing legal proceedings, and any advice sought in connection therewith, to recover sums due under this agreement.
The Manager will open a client bank account(s) on behalf of and in the name of the Client in relation to the Property for the receipt of all money due to the Client and the payment of expenses relating to the Property.
The Client authorises the Manager to deduct any outstanding Management Fee and Additional Charges after this Management Agreement terminates.
Bank account (The Client authorises the Manager to make payments for the benefit of the Property from the client(s) held for the Property).
The Client authorises the Manager to receive insurance claim proceeds for the benefit of the Property into the client account held for the Property.
The Client has covenanted in respect of the upkeep of the property pursuant to the terms of the Lease. The Client has further obligations in respect of Health and Safety and other current legislation. The Manager shall hereby be deemed as authorised by the Client to administer day to day repairs and other services provided the cost to any one Leaseholder shall not exceed £250. If the repairs/replacement or services are likely to cost in excess of this figure (except in an emergency) we will endeavour to contact you or your representative wherever practical and supply up to two estimates before commencing the work. In the event we do not receive instructions within a reasonable period from you, we will have full authority to act in your best interests as we see fit. (If there are four or fewer flats in your building the threshold for consultation will be lowered accordingly in line with the prevailing Section 20 Consultation requirements.)
The Client indemnifies the Manager against all costs, expenses, and liabilities (including legal costs) properly incurred in performing the Services under this agreement.
Any staff employed by the Client will, in no circumstances be deemed to be employed by the Manager. In the event of any court or tribunal deciding to the contrary then the Client will indemnify the Manager against any award made by the court or tribunal for any reason.
Neither party will be liable to other by reason solely of any delay or failure of its obligations under this agreement beyond its reasonable control provided each party has used all reasonable efforts to mitigate any consequences.
This does not affect the Client’s statutory right to take action against the Manager if the Manager does not perform its obligations under the terms of this agreement.
The Parties agree that this agreement shall be governed by the laws of England.
This agreement may only be assigned by the Manager by written notice to the Client.
The Client may terminate the agreement by the serving of a termination letter giving a minimum of one months’ notice to take effect one full month following such date of letter of termination.
The Manager may give notice by the serving of a termination letter giving a minimum of one months’ notice to take effect one full month following such date of letter of termination.
In the event of either party being in breach of this Agreement and the other party fails to remedy this breach within 21 days of receipt of a warning letter setting out the breach complained of then either Party may terminate this Agreement forthwith.
All warning letters and termination letters issued by the Client must be either posted to the manager for the attention of Chris Christofi or emailed to management@searsmorganpm.co.uk
If either party (“the Defaulting Party”) becomes unable to pay its debts as they fall due or becomes insolvent or goes into liquidation or has a receiver or Manager, administrator or administrative receiver appointed over any of its assets; then the other party may at any time and by notice to the Defaulting Party and without liability, terminate this Management Agreement with immediate effect, or with effect from such later date as may be specified in the notice.
The Manager will continue its duties as normal during the notice period. Neither the Client, nor the Manager, is permitted to vary any of the clauses in the agreement without the written consent of both parties.
The Client will agree to pay to the Manager prior to the handover date, any Fees or Additional Charges owing to the Manager which are subject to this agreement.
Should you have a complaint about the service provided under this agreement you should contact Ann Lockyer - Accounts & Administration Manager by letter or email at annl@searsmorganpm.co.uk
The Manager has a written complaints policy available to the Client or any third party on request. The Manager is a member of the Property Ombudsman and complies with their code of practice.
Action on Termination
Once the Agreement has terminated the Manager will forthwith cease carrying out the Services.
Handover:
The Manager and the Client will use their best endeavours to ensure that they are ready and able to deal with the handover of the management as near as possible after the termination date. So long as all fees have been paid on handover the Manager will:
• Provide to the Client, or their new Manager, all originals and copies of deeds and documents held in their possession and all other materials relating to the Property together with details of all recurrent maintenance contracts.
• Provide documentation to the Client of all ongoing litigation, disputes, and insurance claims.
• Transfer to the Client, all relevant documents held on our computer system.
• The Manager will hand over all original documentation held and will not retain copies.
• The Client or their new Manager must collect all documentation from the Manager’s office.
Accounts
After termination of the agreement, the Manager will pay over any funds to the Client or their new manager. Funds will only be paid into a designated Trust account.
The expiry or ending of this agreement shall be without prejudice to any rights which have already accrued to either of the parties under this agreement.
The Parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as it relates to the provisions and obligations under this Agreement.
As provided in the Management Agreement the Client authorises the Manager to enter into contracts on behalf of the Client.
The Client authorises the Manager to seek such independent professional advice as is reasonably necessary in connection with the management of the Property subject to any financial limits numbered 6 within this document to include any fees incurred in connection with appointing a surveyor, solicitor or barrister.
SMPM JULY 2020
0844 257 2222
0203 004 3170
Suite A5, Kebbell House, Delta Gain,
Carpenders Park,
Watford, Herts,
WD19 5EF
E: management@searsmorganpm.co.uk
T: 0844 257 2222
T: 0203 004 3170