BLOCK MANAGEMENT CONTRACT
TERMS AND CONDITIONS OF BUSINESS
1. Property Management Contract
1.1 This contract provides the terms for the management of the property detailed below and is a legally binding contract. This is NOT a consumer contract and is neither party to the contract may rely on the protections offered by consumer legislation in respect of this contract.
1.2 You are advised to obtain independent legal advice before signing this contract.
2. Definitions and Contract Variables
2.1 Canonbury Management is a division of Investment Technology Limited, a company registered in England and Wales with registered number 04885448.
2.2 Canonbury Management shall be referred to throughout this contract as ‘CM’.
2.3 [Counter Party Name] is a company registered in England and Wales with registered number [Counter Party Number], with registered office [Counter Party Registered Office] , or is a person authorised to sign this contract, and shall be referred to as the ‘Client’.
2.4 The ‘Client’ is the Right to Manage Company for the Property or an appropriate person/s or company formed for the purpose of management of the Property under the 2002 Commonhold and Leasehold Reform Act or any applicable legislative or contractual arrangement which gives a legitimate legal right to the Client to enter into such a contract for management of the Property.
2.5 The property, [Block Address] ,shall be referred to as ‘the Property’.
2.6 This contract is between CM and the Client.
2.7 The Start Date of this contract is [Contract Start Date] . This date shall be shown on the secure online section of the CM client website under the building page.
2.8 Fees shall be calculated from the Start Date.
2.9 The Late Payment Administration Charge represents the fee due when bills are not paid before the 21st day of the calendar month in which they are issued or by the due date where stated. The charge of the late payment fee represents CM's costs in administering the account when monies are not paid on time. The client accepts that there is no penalty element to this charge.
2.10 The minimum contract period is 1 full year from the Start Date and due to the nature of the business, the contract shall be deemed to continue annually if no cancellation is received within the required timeframes as set out in this contract. The contract shall run to the end of the current contract year before terminating.
3. Liability and Service
3.1 The address for service of a claim form against CM shall be the registered office of that company as published on their website www.canonburymanagement.co.uk and service shall not be deemed to have been effective until electronic notification of service is also given by email to mail@canonburymanagement.co.uk, including a scanned copy of any claim form.
3.2 The address for service of a claim form against the Client shall be the registered office of that company or if a private individual/s, the usual address of that person/s. The Client hereby accepts that CM may serve upon them electronically to any of the director's email addresses or fax numbers or any nominated email address or fax number.
3.3 No other parties may claim any rights under this contract either using the 1999 Contracts (Rights of 3rd Parties) Act or any other legislative or non-legislative provision which may exist. All such rights are expressly excluded.
3.4 The Client agrees to restrict the total liability of CM, in ALL areas of this contract, to the level of professional indemnity insurance cover which CM's insurers agree to pay in the event of a claim. CM agrees to maintain a valid PI insurance policy with cover upto £3,000,000.
3.5 CM shall not be deemed to have been negligent or be in breach of contract for its failure to take out any contracts or make payment for such contracts if CM is reliant upon information from the Client and the Client has not provided such information after it being requested once by CM. Neither shall CM be deemed to be negligent or in breach of contract for its failure to take out any contracts or make payments for such contracts if insufficient funding is available for this purpose at the time when the contract is to be taken out. This applies to all contracts, including those for the insurance of the building and any other insurance policies.
3.6 CM's fees shall be paid ahead of all other bills. CM shall then pay all bills in a strict chronological order of the invoice date. Where there are sufficient funds to pay a smaller bill which is later in time, CM shall not make payment of that bill until all earlier dated bills have been settled even if that results in the client being uninsured or incurring other penalties. In the event that the Property may go uninsured, CM agrees to notify the client of this by email or in writing as soon as practicable before the event.
3.7 In the event of a dispute, the Client shall first approach CM to resolve the issue and if this fails both parties agree to enter into arbitration using a mutually acceptable agent or in the event of a failure to agree such an agent, one chosen by the RICS.
3.8 This contract shall be adjudicated in the English Courts using English Law.
4. Storage of Information
4.1 The Client agrees to permit CM to hold all information regarding the Property, the members of the Client property and the lessees of the Property, Freeholder, historical management information and any other information which it requires in an electronic form. This may include financial and credit card data, which will be held in a secure manner on CM servers. CM will endeavour to protect this information and will use reasonable measures to do so but will otherwise not be liable for any damages incurred as a result of storage of this data in this way or any unauthorised use which may be made of such data by any 3rd party.
4.2 CM agrees to ensure that all data is suitably backed up with a frequency of at least 365 times per annum and that backups are made both offsite and onsite.
4.3 CM is registered under the Data Protection Act with registration number Z8314037.
4.4 CM agrees not to pass on any Client or lessee data to 3rd parties unless it is necessary for the management of the Property.
4.5 The Client agrees that CM may use email details for its own distribution of information updates and contact about services on offer which may be beneficial to a customer of CM.
5. Fees
5.1 The Client agrees to pay the Annual fee on the anniversary of the contract Start Date.
5.2 Details of all charges are published at the following web page - http://www.canonburymanagement.co.uk/Web/Our-Charges-Contract.aspx and will be updated once per annum, if necessary.
5.3 If the number of flats at the Property changes, CM reserves the right to increase the fees in the event that the number of flats increases.
5.4 The Client agrees that CM may add the Late Payment Administration Charge to individual lessees or members for each late payment of the annual charges, or any other charges requested by CM under the contract, and interest on those outstanding sums at a rate of 10% per annum for every day that payments remain unpaid.
5.5 The Late Payment Administration Charge and Charges for notice of intended proceedings, as outlined at the following pages - http://www.canonburymanagement.co.uk/Web/Our-Charges-Contract.aspx - shall be levied where a client has not paid after 30 days and 45 days of an invoice, respectively.
5.6 Notice of cancellation shall be given by the Client at least 12 weeks in advance of the anniversary of the contract Start Date and the Client agrees to pay CM's fees until the end of that contract year. When a contract is cancelled, the Client understands that there is a considerable amount of decomissioning work required on our systems and extensive notifications required to other parties and that CM will charge for these at our hourly rate.
5.7 Annual fees are not refundable. CM has considerable expense in setting up clients and renewing data on our systems which must be incurred in advance of contract renewal.
5.8 CM agrees that all payments made by the Client or lessees within the Property shall be paid into the Client's bank account and all outstanding bills levied against the client be paid from that account. The Client agrees to waive their statutory right to interest on the client account in recognition that the costs of compliance with HMRC policy and the filing of HMRC returns and payment of tax, exceed the benefit of such interest payments.
5.9 The Client agrees that any outstanding management fees may be transferred from the Client’s account held with CM for payment of those fees or any charges which CM has incurred on behalf of the Client, in compliance with the terms of this contract.
5.10 The Client agrees that a reasonable fee may be charged by CM to the Client for the transfer of information to the client or a new management company in the unlikely event that management should be required to be transferred to a new management company. This fee includes the time taken for CM to write to contractors and to decommission the account properly on CM's systems and is usually equivalent to one quarter's management fees.
6. Client and CM Responsibilities
6.1 The Client agrees to provide CM with a key/s and or access codes for the property on signing this contract and following each change in locks, in order to permit access to the property by builders and workmen. This key will be returned on cancellation of the contract or on written notice. There will be a charge for returning keys to the Client.
6.2 The Client agrees that CM may act as the principal in any insurance contract and shall have permission to arrange, amend, deal with claims and cancel policies as required except where the Client has made alternative arrangements to insure the building and has stated these to CM.
6.3 The Client agrees that CM may act as the principal, on behalf of the Client in relation to any contract which the client may be party to and make changes or cancel the contracts as necessary for the management of the Property.
6.4 The Client agrees that CM will not be responsible for administration of the ground rents for a block, except as an ad-hoc, chargeable service on top of the quoted price for management.
6.5 The Client agrees that those accounts and contracts which are created for the insurance of the property and for communal utility provision and for any other services which are agreed to be managed by CM shall be contracts between the Client and those respective companies only. The Client agrees to permit CM to arrange such contracts as CM deems appropriate.
6.6 Where the lease for the building to be managed specifies a fixed frequency for work to be done, the Client agrees to notify CM of when the work was last completed and each time the work is repeated, if CM is not used to arrange the work.
6.7 CM agrees to notify the Lessees of the Property of their requirement to pay bills which are due under the lease or by separate contract and to provide notification of when works are required to be done to the property under the lease, as required by statute. This will usually be in the form of a monthly, itemised, statement of account and email correspondence. This clause does not apply where the Client has expressly stated that it does not wish CM to manage such contracts.
6.8 CM agrees, on receipt of funds from the Client, to make payment, on behalf of the Client to the insurance company, communal utility company, freeholder and any other contractor as required and to ensure the continuation of those contracts and to make available on the secure area of the CM website full details of any insurance policy in place for the building.
6.9 The Client agrees that any contract with any 3rd party, which may be arranged for the Client, is a contract between the Client and that 3rd party and not a contract between CM and the 3rd party.
6.10 CM agrees to arrange for the performance of the following agreed schedule of works (shown at the end of this contract) with the frequency specified below. CM shall endeavour to ensure that all works be performed to a reasonable standard or better but has no direct responsibility for the work of 3rd party contractors.
6.11 CM shall agree to perform other chargeable works as required by the Client or on the reasonable report of problems at the building by lessees at a chargeable rate of £99.99 per hour including VAT. If works exceed £250 per lessee, CM shall consult with the client beforehand through the agreed section 20 procedure, where necessary. The Client agrees to pay for all such works performed or otherwise to dispute costs by application to the LVT.
6.12 The Client agrees to abide by the reasonable use policy (see clause 54) at all times and accepts that it will be required to reimburse CM for any costs incurred where lessees breach this clause.
6.13 The reasonable use policy applies to all correspondence received by mail, in person, by fax, email, telephone or other means. The policy states that the client agrees to pay CM at the CM chargeable rate for CM's time in responding to any correspondence or communication which is not considered by CM to be reasonable by virtue of the type of question asked, the quantity or frequency of correspondence and the manner of asking. It is not intended that the policy should be invoked for first time questions which stray into non-contractual areas, however, if questions are frequent, persistent and non-contractual in nature, these would be caught by the policy and a charge would be levied for receipt and or responses. The purpose of this policy is to protect CM against the infrequently occurring situation where a lessee may, without good reason, continuously poll CM with emails, faxes, telephone calls, letters to no purpose whatsoever or in an unreasonable manner.
6.14 The Client agrees to provide CM with the required information (company authentication codes) to allow CM to perform the company secretarial services which are a mandatory part of the CM block management contract. The Client accepts the charges levied for these services and permits CM to perform this work and be paid for its performance.
6.15 Property Inspections. The Client accepts that property inspections and survey and specification work is done by impartial professionals who are engaged directly by CM and work under employment to CM. CM has taken the decision to bring these inspections in house to improve the quality of them and to ensure that buildings can be more tightly controlled and managed. The Client accepts that there is no conflict of interest present as CM does not benefit in any way from increased costs of works or increased scope of works. If the Client wishes CM to use external contractors for inspections, the Client accepts that costs may be greater and the quality of the reports may be inferior.
6.16 Section 20 Large Scale Works and the use of CM in-house contractors for these works and other contracted works. CM is developing a professionally trained in-house team of specialist contractors to deliver a higher standard of work to our client. The Client accepts the reasons behind the use of in-house contractors and agrees to permit their use. If in-house contractors are not acceptable to the Client, the Client accepts that costs may be higher for performance of particular contracted or ad-hoc functions.