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  • Writer's pictureOCLAS

Terms and Conditions of Property Consulting Services: Oclas Property Consulting

Updated: Apr 5, 2023

Introduction

1.1 These terms and conditions (“Terms”) are a legally binding agreement between Oclas Property Consulting (“Oclas”, “we”, “us” or “our”) and you (“Client”, “you” or “your”) and govern your use of our property consulting services (the “Services”).


1.2 By using our Services, you acknowledge and agree to be bound by these Terms. If you do not agree with these Terms, you should not use our Services.


Services

2.1 We provide property consulting services to assist clients with property acquisition, management, and investment opportunities across the UK and Europe. Our Services include but are not limited to:


  • Property Guidance: We assist clients in navigating the property market and provide them with an overview of available property options.

  • Investment Analysis: We provide clients with detailed financial analysis and help them understand the pros and cons of each investment option.

  • Architectural Consultation: We introduce clients to qualified architects who can discuss potential options for renovating or redeveloping the property.

  • Property Management: We provide clients with property management services to help them manage their investment properties.

  • Market Research: We conduct thorough market research to help clients make informed investment decisions.

  • Portfolio Diversification: We assist clients in diversifying their property portfolios by identifying and recommending new investment opportunities in different locations and property types.

  • Tax and Legal Advice: We provide clients with access to tax and legal experts to help them navigate the complex tax and legal requirements associated with property investment. Please note, however, that Oclas is not licensed to provide legal, accounting or brokerage services.

  • Financing Options: We help clients identify and access a range of financing options to fund their property investments.


2.2 Our Services are designed to provide clients with the necessary guidance and support to make informed investment decisions. We do not guarantee the success of any investment, and clients should seek independent financial advice before making any investment decisions. Clients retain full responsibility for any decision to implement any recommendations made by Oclas.


Packages and Fees

3.1 We offer two packages to our clients - a Basic Package for property identification services at the cost of £1500 (excluding VAT) per transaction and a Premium Package that includes all our Services for £2500 (excluding VAT) per transaction. The fee is payable in advance. Each package is for a term of 3 months and is non-refundable.


3.2 Following the initial 3-month term, if you wish us to continue identifying property investment opportunities, we are able to do so for a retainer fee. The retainer fee for the Basic Package is £2,000 per annum, and for the Premium Package, it is £3,500 per annum. A Commission would be charged on any property acquisition facilitated through our Services.


3.3 If you proceed to purchase a property that we have identified for you, we charge a commission (“Commission”) of 10% of the purchase price or 5% on the purchase price if the purchase price is over £1 million.


3.4 All fees are exclusive of Value Added Tax (VAT) or any other applicable taxes.


3.5 All fees are non-refundable.


3.6 We reserve the right to change our fees at any time, and any changes will be communicated to clients in writing.


Payment Terms

4.1 The fees for our Basic Package and Premium Package are payable in advance before any services are provided.


4.2 In the event that any payment is not made within the specified period, we reserve the right to charge interest on the outstanding amount at a rate of 2% per month.


4.3 We reserve the right to suspend or terminate the provision of our Services in the event of late payment or non-payment of any outstanding invoices.


4.4 Any charges or fees levied by your bank or financial institution in connection with the transfer of funds to us must be paid by you in addition to the agreed price for our Services.


4.5 We reserve the right to withhold the provision of any reports, findings or deliverables until full payment has been received for our Services.


4.6 If you dispute any part of an invoice, you must notify us within 14 days of receipt of the invoice, providing a detailed explanation of the grounds for the dispute.


4.7 Failure to pay any invoice in accordance with these terms and conditions may result in legal action being taken to recover the outstanding debt, together with any associated costs and expenses.


Commission Terms:

5.1 f the client proceeds to purchase a property that we have identified for them, we charge a commission (“Commission”) of 10% of the purchase price or 5% on the purchase price if the purchase price is over £1 million.


5.2 The Commission is payable on completion of the purchase transaction and will be invoiced separately from any other fees payable under our engagement.


5.3 The Commission is calculated based on the purchase price of the property and is exclusive of any VAT or other applicable taxes.


5.4 The Commission is payable regardless of whether the purchase transaction is completed by the client or any other person or entity introduced by us.


5.5 If a property is identified by us, and the client does not proceed with the purchase but subsequently purchases a property of a similar nature, the Commission will still be payable.


5.6 If the client sells the property within 6 months of the date of purchase, we will refund 50% of the Commission.


5.7 If the client sells the property between 6 and 12 months from the date of purchase, we will refund 25% of the Commission.


5.8 No refund will be payable if the property is sold more than 12 months after the date of purchase.


5.9 We reserve the right to waive or reduce the Commission in exceptional circumstances or where we have agreed a different fee arrangement with the client in writing.


Confidentiality and Data Protection

6.1 The Parties shall maintain confidentiality with respect to all confidential information received from the other Party in connection with this Agreement. The Parties shall use reasonable efforts to keep such information confidential and to not disclose such information to any third party without the prior written consent of the other Party.


6.2 Notwithstanding the foregoing, the Parties may disclose confidential information if and to the extent required by applicable law or if necessary to comply with a court order or other legal process, provided that the Parties shall use reasonable efforts to notify the other Party of such disclosure as soon as practicable, and to seek a protective order or other appropriate relief to maintain the confidentiality of such information.


6.3 The Parties shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the Data Protection Act 2018 (DPA). Each Party shall be responsible for its own compliance with such laws and regulations.


6.4 The Parties shall ensure that any personal data that is processed in connection with this Agreement is processed lawfully, fairly, and in a transparent manner. Each Party shall be responsible for obtaining any necessary consents from data subjects in accordance with applicable data protection laws and regulations.


6.5 The Parties shall implement appropriate technical and organisational measures to ensure the security of any personal data processed in connection with this Agreement, including but not limited to measures to protect against unauthorised or unlawful processing, accidental loss or destruction, and damage.


6.6 Each Party shall provide the other Party with prompt notice of any actual or suspected personal data breach that occurs in connection with this Agreement, and shall cooperate with the other Party in connection with any investigation or remediation of such breach.


6.7 Upon the termination or expiration of this Agreement, each Party shall promptly return to the other Party or securely destroy any confidential information or personal data received from the other Party, unless such information or data is required to be retained by applicable law or regulation.


Termination

7.1 Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within 30 days of receipt of written notice specifying the nature of the breach.


7.2 Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other Party's assets.


7.3 Upon termination of this Agreement for any reason, all rights and obligations of the Parties under this Agreement shall immediately terminate, except for any rights and obligations that by their nature are intended to survive termination, including but not limited to those relating to confidentiality, data protection, indemnification, and limitations of liability.


Limitation of Liability

8.1 Our liability to you under these terms and conditions, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the fees paid by you for the services provided. We shall not be liable to you for any indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of goodwill or anticipated savings, or any other loss or damage that is not reasonably foreseeable or cannot be attributed to our breach of these terms and conditions.


8.2 Nothing in these terms and conditions shall limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.


Governing Law and Jurisdiction

9.1 These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the English courts.


9.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).


9.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.


9.4 Failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.


9.5 These Terms constitute the entire agreement between Oclas and the Client and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written.


9.6 The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of Oclas.


9.7 Oclas may assign or transfer any rights or obligations under these Terms without the prior written consent of the Client.


9.8 These Terms do not create any agency, partnership, joint venture, or employment relationship between the Parties.


Indemnification

10.1 You agree to indemnify, defend, and hold harmless Oclas, its affiliates, directors, officers, employees, agents, and representatives (collectively, the “Indemnified Party”) from and against any and all claims, suits, actions, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with your use of our Services, including but not limited to:


(a) any breach by you of these Terms;


(b) any violation by you of any applicable laws or regulations;


(c) any claims brought by third parties arising out of or in connection with your use of our Services.


10.2 Oclas shall have the right to assume control of the defense and settlement of any such claim, suit, or proceeding for which indemnification is sought, and you shall cooperate with us in such defense. You shall not settle any such claim, suit, or proceeding without our prior written consent, which shall not be unreasonably withheld or delayed.


10.3 Oclas agrees to indemnify, defend, and hold harmless you from and against any and all claims, suits, actions, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim that our Services infringe any patent, copyright, trademark, trade secret, or other intellectual property right of any third party.


10.4 In the event of any such claim, suit, or proceeding, Oclas shall have the right to:


(a) obtain for you the right to continue using our Services;


(b) replace or modify our Services to make them non-infringing;


(c) refund any fees paid by you for the infringing Services.


10.5 You shall: (i) cooperate fully with the indemnifying party in the defense of any such claim, suit or proceeding for which indemnification is sought by the indemnified party; and (ii) promptly notify the indemnifying party of any claim, suit, or proceeding for which indemnification is sought. The indemnifying party shall have the right to control the defense of any such claim, suit or proceeding and to settle any such claim, suit or proceeding in its sole discretion, provided that such settlement does not admit liability or fault on the part of the indemnified party or require the indemnified party to take or refrain from taking any action.


10.6 The indemnification provisions of this Agreement shall survive the termination or expiration of this Agreement for any reason.


Miscellaneous

11.1 These Terms constitute the entire agreement between the Parties and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter of these Terms.


11.2 No amendment or modification of these Terms shall be binding unless made in writing and signed by both Parties.


11.3 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.


11.4 No failure or delay by either Party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof.


11.5 These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.


11.6 Nothing in these Terms shall create any partnership, joint venture, agency, or employment relationship between the Parties.


11.7 The Parties shall comply with all applicable laws, rules, and regulations in connection with their performance of these Terms.


11.8 These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


11.9 These Terms shall be governed by and construed in accordance with the laws of England and Wales.


11.10 Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.


11.11 The number of arbitrators shall be one.


11.12 The seat, or legal place, of arbitration shall be London, England.


11.13 The language to be used in the arbitral proceedings shall be English.


11.14 The Parties undertake to carry out any arbitral award without delay and waive their right to any form of recourse against such award to the fullest extent permitted by law.


By engaging our Services, you agree to these Terms and Conditions. If you have any questions or concerns, please do not hesitate to contact us.

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