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Right to Manage Contract Terms

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RIGHT TO MANAGE

TERMS AND CONDITIONS OF BUSINESS

1 Definitions

1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (“Conditions”).

“Act”: the Commonhold and Leasehold Reform Act 2002.
“Additional Service”: (where the same has been selected within the Client’s RTM Questionnaire) the additional service to be provided by Canonbury of provision to the freehold owner of the Property of copies of the property titles (as available electronically from HM Land Registry) of those applying to be members of the RTM Company.
“Additional Service Charge”: Canonbury’s charge for providing the Additional Service set out at www.canonburymanagement.co.uk/web/Our_Charges_Contract.aspx.
“Application”: the application by the RTM Company pursuant to section 79 of the Act applying for the right to manage the Property to be prepared and served by Canonbury acting for and on behalf of the Client.
“Canonbury”: Investment Technology Limited (registered company number 4885448) whose registered office is at One Carey Lane, London EC2V 8AE trading as Canonbury Management.
“Charges”: all charges and fees payable to Canonbury under the Contract.
“Client”: the person(s), firm or company who engages Canonbury to provide the Services which term shall include (but not be limited to) the RTM Company once it is incorporated.
“Client Representative”: the person nominated by the Client in its RTM Questionnaire as being duly authorised to instruct Canonbury and otherwise represent the Client in relation to the provision of the Services by Canonbury in accordance with the terms of Condition 3.
“Contract”: the Client’s RTM Questionnaire and Canonbury’s acceptance of it together with these Conditions.
“Disbursement” the sum set out in the Client’s RTM Questionnaire automatically generated upon the Client inserting its replies to the RTM Questionnaire in respect of the membership contribution of each person or company who is a qualifying tenant (within the meaning of the Act) of the Property and who wishes to become a member of the new RTM Company upon its incorporation.
“LVT Charges”: Canonbury’s charges for providing the LVT Services set out at www.canonburymanagement.co.uk/web/Our_Charges_Contract.aspx.
“LVT Services”: the preparation of an application on behalf of the RTM Company to the Leasehold Valuation Tribunal following receipt of a counter-notice to the Application and procuring attendance of a representative of Canonbury at the corresponding hearing before the Leasehold Valuation Tribunal.
“Nominal Disbursement” the sum of £2 per person or company who is a qualifying tenant (within the meaning of the Act) of the Property who wishes to become a member of the new RTM Company upon its incorporation.
“Property”: the property specified in the Client’s RTM Questionnaire as being the property that the Client wishes to obtain the right to manage.
“Relevant Owner”: each of the parties to whom a notice of claim is to be given pursuant to section 79 of the Act.
“RTM Company”: the right to manage company incorporated in accordance with the Act by Canonbury for and on behalf of the Client as part of the Set Services and to be utilised for the purpose of seeking to acquire the right to manage the Property.
“RTM Questionnaire”: the questionnaire available on the Website and the term Client’s RTM Questionnaire means such RTM Questionnaire completed by the Client or on its behalf by Canonbury and submitted by the Client to Canonbury.
“Services”: all services (or any part of them) to be provided by Canonbury to the Client under the Contract (excluding block management services).
“Set Charges”: Canonbury’s charges for providing the Set Services set out at www.canonburymanagement.co.uk/web/Our_Charges_Contract.aspx or as otherwise agreed in writing by Canonbury.
“Set Services”: the services set out in the Schedule to these Conditions.
“Website”: Canonbury’s website at https://www.canonburymanagement.co.uk

1.2 Headings in these Conditions shall not affect their interpretation.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.5 The schedule forms part of the Contract.

1.6 A reference to a statute or statutory provisions is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in fore made under it.

1.7 Unless specified otherwise, a reference to writing or written includes faxes and e-mail.

1.8 References to conditions and schedules are to the conditions and schedules of the Contract.

1.9 Where the “Client” includes two or more persons, all such persons shall be joint and severally liable under the Contract.

1.10 Any reference to a “working day” shall be construed as any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on where clearing banks in the City of London are generally open for business.

2 Application of Conditions

2.1 These Conditions are the only terms and conditions upon which Canonbury is prepared to deal with the Client in relation to the Services and shall govern all contracts for the purchase of the Services by the Client from Canonbury to the entire exclusion of all other terms or conditions.

2.2 No terms or conditions endorsed upon, delivered to Canonbury by or contained in any correspondence from the Client, or implied by law, trade custom, practice or course of dealing or otherwise shall form part of the Contract and the Client waives any right which it otherwise might have to rely on such terms and conditions.

2.3 These Conditions shall only be capable of variation where expressly agreed in writing and signed by a duly authorised representative of Canonbury and the Client Representative.

2.4 The online submission of the Client’s RTM Questionnaire constitutes an offer by the Client to purchase the Services on and shall be deemed to incorporate these Conditions. No offer placed by the Client shall be accepted by Canonbury other than:

2.4.1 by Canonbury issuing an e-mail attaching an invoice in respect of the Set Services (and, where selected within the Client’s RTM Questionnaire, the Additional Service) and Canonbury receiving payment of the Set Charges and any Additional Charge; or

2.4.2 (if earlier) by Canonbury starting to provide the Services.

3 Client Representative

3.1 The Client shall name one individual person as the Client Representative within the Client’s RTM Questionnaire. That person shall act as its representative in connection with the Contract.

3.2 The Client Representative is the Client’s authorised agent for the purposes of the Contract and shall be authorised to instruct and otherwise deal with Canonbury on behalf of and in the name of the Client.

3.3 The Client agrees that Canonbury shall accept instructions from and act in accordance with instructions received from the Client Representative in relation to the Contract and not from any other individual person that collectively constitutes “the Client”. Canonbury have no obligation to verify the validity of instructions they receive from the Client Representative.

4 Canonbury’s Obligations

4.1 Canonbury shall use reasonable endeavours to provide the Set Services in accordance in all material respects with the Schedule. Canonbury shall also use reasonable endeavours to provide the Additional Service (if requested to do so in the Client’s RTM Questionnaire) and the LVT Services (if instructed to do so under Condition 7.2).

4.2 Time shall not be of the essence for performance of the Services.

5 Client’s Obligations

5.1 The Client shall:

5.1.1 co-operate with Canonbury in all matters relating to the Services;

5.1.2 provide Canonbury, and those nominated by it, in a timely manner and at no charge, with access to the Property and other facilities and documentation (certified as true copies if so required by Canonbury) as required by Canonbury;

5.1.3 provide to Canonbury full, complete and accurate replies to the RTM Questionnaire;

5.1.4 (in the case of Canonbury completing the RTM Questionnaire on the Client’s behalf in draft) check and amend the Client’s RTM Questionnaire as required and submit the final Client’s RTM Questionnaire to Canonbury by following the link to the Website contained in Canonbury’s covering e-mail;

5.1.5 provide to Canonbury, in a timely manner, such information as Canonbury may require for the provision of the Services and ensure that it is accurate in all material respects;

5.1.6 in order to enable Canonbury to incorporate the RTM Company, provide Canonbury with the Disbursement and, if Canonbury requests, the Nominal Disbursement together with any other e-mailed confirmation that Canonbury may require from each person or company who is a qualifying tenant (within the meaning of the Act) of the Property and who wishes to become a member of the new RTM Company upon its incorporation;

5.1.7 obtain all required consent from company members and officers that they accept that their data will be used and submitted to Companies House in order to comply with any requirements of the Companies Act 2006 and any subsequent amendments, in particular, part 21a of the Companies Act 2006.

5.2 The Client acknowledges and accepts that in order for Canonbury to provide the Services, Canonbury shall be relying on the information (including, without limitation, that within the Client’s RTM Questionnaire and contact details of the Relevant Owner) as provided by the Client. Canonbury shall not be required to verify the accuracy of any such information.

5.3 Unless the Client contracts Canonbury separately for the provision of block management services upon completion of the Services, the registered office of the RTM Company will be changed to such office notified to Canonbury, or in default of notification within 14 days of written request by Canonbury, to the address of the Client Representative. Canonbury shall not be required to issue more than one notification to the Relevant Owner of the new registered office address of the RTM Company.

5.4 Canonbury shall not be required to forward on any post received by it on behalf of the Client after Canonbury has issued the notification set out in Condition 5.3. The Client shall be responsible for notifying any other third parties of the change of registered office address of the RTM Company upon completion, termination or earlier cancellation of the Contract.

5.5 Unless the Client contracts Canonbury separately for the provision of block management services upon completion of the Services, Canonbury shall procure the resignation of its nominated corporate director(s) and secretary of the RTM Company upon termination of the Contract and the Client shall procure that the continuing serving officers of the RTM Company sign any form required by Companies House in respect of such resignation upon request and thereafter file the same with the Registrar of Companies.

5.6 The Client shall keep Canonbury and its nominated corporate officers of the RTM Company indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Canonbury and/or its nominated corporate officers of the RTM Company as a result of or in connection with;

5.6.1 any information provided to Canonbury including, without limitation, the Client’s replies to the RTM Questionnaire; and

5.6.2 any failure of the officers of the RTM Company nominated by the Client to comply with all applicable laws and regulations (including, but not limited to, the Companies Act 2006); and

5.6.3 any acts or omissions of any officers of the RTM Company nominated by the Client; and

5.6.4 reliance being placed upon instructions (of whatever nature) received from the Client and/or the Clients Representative.

5.7 If Canonbury's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Canonbury shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.

5.8 The Client shall be liable to pay to Canonbury, on demand, all reasonable costs, charges or losses sustained or incurred by Canonbury (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Canonbury confirming such costs, charges and losses to the Client in writing.

6 Cancellations and Refunds

6.1 In the case of the Client being a consumer, the Client agrees that it does not have an automatic right under the Consumer Protection (Distance Selling) Regulations 2000 to cancel the purchase of Services after payment has been successfully processed. This is because the performance of the Contract begins when payment has been successfully processed.

6.2 The Client’s RTM Questionnaire cannot be cancelled once payment has been made to and processed by Canonbury unless otherwise confirmed in writing by Canonbury.

6.3 The Client accepts that, following receipt of the Client’s payment of Canonbury’s initial invoice in respect of the Set Services, Canonbury spends a significant amount of time processing the Client’s RTM Questionnaire.

6.4 Without prejudice to Condition 8.4, on termination or earlier cancellation of the Contract, the Client’s liability to Canonbury shall be limited to payment to Canonbury of all Charges Canonbury has reasonably incurred in providing the Services (including, without limitation, those incurred in reviewing and processing the Client’s RTM Questionnaire) until up to and including the date of termination or cancellation (as applicable). However, where the termination or cancellation is due to Canonbury’s failure to comply with the Contract, the Client shall have no liability to Canonbury for it.

7 Charges

7.1 Due to the nature of the Services, Canonbury requires (and the Client accepts) that the Set Charges together with the Disbursement and the Nominal Disbursement and any additional charges in relation to the provision of the Additional Service be paid by the Client in advance of the provision of the Services.

7.2 After submission of the Application, Canonbury shall inform the Client Representative of any counter notice filed against the Application brought to its attention. The Client shall inform Canonbury within 20 working days after receiving such notification whether it wants Canonbury to file an application to and attend the hearing at the Leasehold Valuation Tribunal. If the Client informs Canonbury that it wants Canonbury to provide the LVT Services, it shall pay the LVT Charge to Canonbury in advance. The Client accepts that Canonbury shall not be required to provide the LVT Services unless it has received the LVT Charge in cleared funds in accordance with Condition 7.3.

7.3 The Set Charges and the LVT Charges do not include the legal costs and disbursements of the Relevant Owner, which shall be payable by the Client in addition to the Charges. Any indication of how much the Relevant Owner’s legal costs and disbursement and other third party costs and disbursements might be contained in any material issued by Canonbury or otherwise set out in the Website are estimates and are not intended to be taken as fixed. The Client acknowledges and accepts that Canonbury cannot give a precise indication of how much such costs and disbursements might be.

7.4 In the event the Client Representative coordinates the collection and payment of the Disbursement, Canonbury reserves the right to charge the Nominal Disbursement to each qualifying tenant (within the meaning of the Act) of the Property who wishes to become a member of the RTM Company upon its incorporation. Payment of the Nominal Disbursement is required in order for Canonbury to be able to demonstrate to the Relevant Owner, and the Relevant Owner’s solicitor that each qualifying tenant consents to becoming a member of the RTM Company.

8 Payment and Invoicing

8.1 For Clients who have not already set up a username and password to access the Client login page of the Website, Canonbury shall confirm by e-mail the Client’s username and password to access the Client’s account on the Website, which, when accessed, will take the Client to its online account. Canonbury shall send also to the Client an invoice in respect of the Set Charges, the Disbursement, any Nominal Disbursement and any Additional Services by e-mail or (at Canonbury’s option) post to the address provided by the Client in the Client’s RTM Questionnaire.

8.2 The Client may pay invoices by logging onto Website and accessing the client login page at www.canonburymanagement.co.uk and following the instructions for payment or (if the Client has a telephone banking facility on its bank account) by way of telephone banking to Canonbury’s account at HSBC Bank Plc Account Number: 41392484 Sort Code: 40-02-31.

8.3 Time for payment shall be of the essence of the Contract.

8.4 All sums payable to Canonbury under the Contract shall become due immediately on its termination, despite any other provision. This Condition 8.4 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

8.5 The Client shall pay interest on overdue accounts or so much thereof as shall be overdue at the rate of 4% over HSBC Bank Plc’s base lending rate from time to time in force until the date of payment.

8.6 Canonbury may, without prejudice to any other rights it may have, set off any liability of the Client to Canonbury against any liability of Canonbury to the Client.

9 Price

9.1 The price of the Services shall be as follows:

9.1.1 in respect of the Set Services, the price shall be the Set Charges

9.1.2 in respect of the Additional Service, the price shall be the Additional Charge

9.1.3 in respect of the LVT Services, the price shall be the LVT Charges

and unless otherwise agreed in writing by Canonbury shall be inclusive of value added tax but exclusive of all other charges (including, without limitation) the Relevant Owner’s legal fees. The price in respect of the Set Services does not include the Disbursement or the Nominal Disbursement, which shall be payable in addition to the Set Charges.

9.2 The parties agree that Canonbury may review and increase its Charges from time to time.

10 Title

The Client accepts that Canonbury may charge for any copy documentation requested by the Client. Canonbury shall provide details of such charges to the Client upon receipt of an e-mailed request.

11 Limitation of Liability – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

11.1 This Condition 11 sets out the entire financial liability of Canonbury (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of:

11.1.1 any breach of the Contract (including, without limitation, any deliberate breach of this Contract by Canonbury, or its employees, agents or subcontractors); and

11.1.2 any use made by the Client of the Services or any part of them; and

11.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these Conditions limits or excludes the liability of Canonbury:

11.3.1 for death or personal injury resulting from negligence; or

11.3.2 for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Canonbury; or

11.3.3 where the Client is a consumer within the meaning of the Unfair Contract Terms Act 1977, the Client’s statutory rights implied by section 2 of the Supply of Goods and Services Act 1982 shall not be adversely affected by these Conditions nor shall these terms and conditions seek to limit liability in respect of losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or

11.3.4 any other matter for which it would be illegal or unlawful for Canonbury to exclude or attempt to exclude its liability.

11.4 Subject to Conditions 11.2 and 11.3:

11.4.1 Canonbury shall not be liable for:

11.4.1.1 loss of profits; or

11.4.1.2 loss of business; or

11.4.1.3 depletion of goodwill and/or similar losses; or

11.4.1.4 loss of anticipated savings; or

11.4.1.5 loss of data;

11.4.1.6 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

However, in the case of the Client being a consumer within the meaning of the Unfair Contract Terms Act 1977, this Condition 11.4.1 shall not prevent claims for foreseeable loss of, or damage to, the Client’s physical property.

11.4.2 Canonbury’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.

11.5 The Client acknowledges and agrees that Canonbury’s acceptance of the Client’s RTM Questionnaire and its agreement to provide the Services does not constitute any form of representation or warranty that the Application will be successful.

12 Data protection

12.1 The Client acknowledges and agrees that details of the Property, the members of the RTM Company, lessees of the Property, the Relevant Owner, any management company in respect of the Property, historical management information, the Client's name, address and payment record will be retained by Canonbury in both or either of paper and electronic format and may be submitted to a credit reference agency. Personal data will be processed by and on behalf of Canonbury in connection with the Services.

12.2 Canonbury is a registered data controller under the Data Protection Act 1998 and its registration number is Z8314037.

12.3 The Client agrees to obtain suitable permissions from the persons mentioned at Condition 12.1 to allow their information to be stored and processed by Canonbury.

12.4 The Client shall keep Canonbury indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Canonbury as a result of or in connection with:

12.4.1 any failure to obtain consent from the persons listed at Condition 12.1 to Canonbury using and storing their data; and

12.4.2 any claim made against Canonbury in respect of any liability, loss, damage, injury, cost or expense sustained by Canonbury's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of data under this Condition 12 (Data Protection) as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Client.

12.5 Canonbury may provide general updates and details of its services from time to time to the Client. If the Client does not want Canonbury to use its personal data to contact it by electronic means (e-mail or SMS) with information about updates or services the Client should e-mail Canonbury at mail@canonburymanagement.co.uk.

13 Termination

13.1 Canonbury shall have the right at any time by giving notice in writing to the Client to terminate the Contract forthwith if:

13.1.1 the Client commits a material breach of any of the terms and conditions of the Contract; or

13.1.2 the Client fails to or delays in providing any information required by Canonbury pursuant to conditions 5.1.3 and 5.1.5 within 1 month after submitting the Client’s RTM Questionnaire or Canonbury requesting any further information required to provide the Services; or

13.1.3 any distress, execution or other process is levied upon any of the assets of the Client; or

13.1.4 the Client has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client; or

13.1.5 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or

13.1.6 the Client ceases or threatens to cease to carry on its business; or

13.1.7 the financial position of the Client deteriorates to such an extent that in the opinion of Canonbury the capability of the Client adequately to fulfil its obligations under the Contract has been placed in jeopardy.

13.2 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of Canonbury accrued prior to termination. The Conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

14 Communications

14.1 Any notice or other communication to be given to Canonbury under the Contract must be sent either by e-mail to mail@canonburymanagement.co.uk and must contain the address of the Property and the Client Representative’s name in the subject header of the e-mail. Accordingly, such other methods of service shall not constitute valid delivery.

14.2 Any notice or other communication to be given to the Client under this Contract shall be addressed to the Client Representative and sent by e-mail or (at Canonbury’s option) post to the address specified by the Client in the Client’s RTM Questionnaire. No other methods of service shall constitute valid delivery.

14.3 If a notice or other communication has been properly sent or delivered in accordance with this Condition, it will be deemed to have been received as follows:

14.3.1 if sent by pre-paid first-class post or recorded delivery, 9.00 am on the fifth working day after posting; or

14.3.2 if sent by fax, 24 hours after the time of transmission; or

14.3.3 if sent by e-mail, 24 hours after the e-mail was sent.

14.4 To prove delivery, it is sufficient to prove that:

14.4.1 if sent by pre-paid first-class post, the envelope containing the notice or other communication was properly addressed and posted; or

14.4.2 if sent by fax, the notice or other communication was transmitted by fax to the fax number of the party; or

14.4.3 if sent by e-mail was sent to the specified e-mail address of the addressee.

14.5 In the preparation of all notices and documentation required to be served by the Client under the Act, Canonbury shall set out the RTM Company’s address for service as being Canonbury’s registered office address (details of which are available on the Website).

15 Confidentiality

The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by Canonbury or its agents and any other confidential information concerning Canonbury's business or its products which the Client may obtain and the Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client's obligations to Canonbury and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Client.

16 Assignment and Sub-Contracting

16.1 Canonbury may assign or otherwise subcontract the Contract or any part of it to any person, firm or company.

16.2 The Client shall not be entitled to assign or subcontract the Contract or any part of it without the prior written consent of Canonbury.

17 Entire Agreement

17.1 The Contract constitutes the whole agreement between the parties in relation to the provision of the Services and supersedes all previous agreements between the parties relating to the subject matter.

17.2 Subject to Condition 17.3, each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly provided in the Contract.

17.3 Nothing in this Condition shall limit or exclude any liability for fraud or (in the case of a consumer Client within the meaning of the Unfair Contract Terms Act 1977 only) misrepresentation.

17.4 In the case of the Client being a consumer within the meaning of the Unfair Contract Terms Act 1977, Canonbury advises that the Client checks the details in these Conditions and in the RTM Questionnaire are complete and accurate before it commits itself to the Contract. If the Client thinks that there is a mistake, it should contact Canonbury and ask Canonbury to confirm any changes in writing by its authorised employees and agents.

17.5 In the case of the Client being a consumer within the meaning of the Unfair Contract Terms Act 1977, Canonbury advises the Client to read and ensure it understands these Conditions before it submits its RTM Questionnaire, because the Client will be bound by these Conditions once a contract comes into existence between the Client and Canonbury, in accordance with Condition 2.4.

18 Miscellaneous

18.1 Each right or remedy of Canonbury under the contract is without prejudice to any other right or remedy of Canonbury whether under the Contract or not.

18.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

18.3 Failure or delay by Canonbury in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

18.4 Any waiver by Canonbury of any breach of, or any default under, any provision of the Contract by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the contract.

18.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

18.6 The parties to this Contract do not intend any term of this Contract to be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

19 Governing Law

The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

SCHEDULE

Set Services

1.  Processing the Client’s replies to the Client’s RTM Questionnaire.

2.  Using the information provided within the Client’s RTM Questionnaire to incorporate the RTM Company, in accordance with the Act.

3.  Provide a registered office address for the RTM Company until the Contract is terminated in accordance with Conditions 6 or 13 of the Conditions.

4.  Provide at least one corporate director and a corporate secretary to the board of the RTM Company upon its incorporation.

5.  Appoint the Client’s nominated officer(s) of the RTM Company.

6.  Prepare and serve a notice as required under section 78 of the Act to each person who is a qualifying tenant (as defined in the Act) but is not, nor has agreed to become, a member of the new RTM Company upon its incorporation.

7.  Prepare and serve on behalf of the RTM Company a claim notice in accordance with sections 79 and 80 of the Act.

8.  Where considered appropriate by Canonbury and where agreed with the Client (including agreement in relation to any additional Charges as may be applicable) to prepare and to notify the Client of responses received.

9. Notify the Client of any counter-notices received under section 84 of the Act. To prepare an application to the tribunal at a cost as per the charges page of the Canonbury website, to determine the right to manage application, upon payment of the charges.

10.  In the event that no counter-notice being received, notify the Client of the progress of the Application within 1 to 3 months before the proposed completion date of the right to manage.

11 Upon completion of the Services and, if the Client does not appoint Canonbury to provide block management services, changing the registered office address of the RTM Company to be that identified by the client in the RTM Questionnaire or if absent, the address of the Client Representative or any director of the Client.



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