Marketing valuation draft 8.11.18

Southfields Farm

Chinnor Road, Bledlow Ridge

High Wycombe, HP14 4AW

Strictly Private & Confidential

20 November 2018

Contents About Us .................................................................................................................................................3 Banbury Office........................................................................................................................................3 Scope of Work ........................................................................................................................................5 Terms ......................................................................................................................................................5 Tenure.....................................................................................................................................................5 The Property ...........................................................................................................................................5 Current Market Condition ......................................................................................................................6 Timing .....................................................................................................................................................6 Guide Price .............................................................................................................................................7 Method of Selling ...................................................................................................................................7 Appendices Plan .........................................................................................................................................................9 Sample Particulars.............................................................................................................................. 11 CVs ....................................................................................................................................................... 16 Terms of Business .............................................................................................................................. 18

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About Us The Brown&Co Partnership was created in 1993 by twelve adventurous Partners with the philosophy of “making and taking opportunity”. The Partnership now consists of 30 Partners and employs 227 staff across twelve UK offices and 3 abroad. The business has developed strength and depth across a range of areas which include Commercial, Residential, Land Agency, Agriculture and Architectural & Planning divisions. The diversity of our Firm has enabled us to offer specialist advice for clients. Brown&Co has a real commitment to build strong, proactive and long term relationships with both corporate & private clients. We are committed to our core values of Integrity, Honesty and Reliability.

Thus, Brown&Co are ambitious for our clients and committed to the task of growing lasting partnerships through innovation, service, value and talented people

The firm is split into Land Agency, Agricultural Business Consultancy, Commercial Property, Residential and Architecture & Planning.

The firm as a whole has a large team of 61 Land Agents, who provide a number of land and property services including buying and selling, estate management, valuations, planning and development and land agreements. The Agricultural Business Consultancy has a team of 44 consultants. This team carries out a range of consultancy services covering business appraisals, budgeting and benchmarking, along with joint venture agreements, basis payment scheme and renewable energy.

Banbury Office The Banbury office comprises:

7 Land Agents

• • • •

3 Agricultural Consultants

4 Commercial Agents

A Mapping team

The specialisms within the Land Agency team are:

Purchase and acquisition

•

• Development being promotions and Option Agreements • Sales of Development Land • Valuations • Compulsory Purchase • Planning • Residential and Agricultural Management • Farm Machinery Sales

The Agricultural Business Consultancy team’s specialisms are:

Business Appraisal

• • • • •

Budgeting

Benchmarking

Joint venture

Basic Payment Schemes

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The Commercial department has the following expertise:

Sales and Acquisition

• • •

Valuation

Management

The Mapping Department create plans for all purposes.

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Scope of Work Further to our inspection of the property on 6 th November 2018, you have asked us to report to you with a marketing valuation of Southfields Farm, Chinnor Road, Bledlow Ridge, High Wycombe, Buckinghamshire, HP14 4AW.

The property comprises the following:

• 4 bedroom farmhouse (subject to an Agricultural Habitation Restriction) • 37.50 acres of pasture land in 3 enclosures • Farm buildings • Former farm buildings with commercial use (no change of use planning). • Former farm building with permission for B1 (office) (under permitted development) We report to you both and Mathew Westerman as in this instance, Mathew has expressed an interest in buying the farm. If that deal cannot be reached we would look to market the property for you. Terms This report, along with the enclosed Terms of Engagement, set out the basis of the agreement between us if you instruct us to market your property. This document and the attached Terms of Engagement should be read in conjunction, as amongst other things, they limit our liability to you. They also set out how we deal with confidential information about how Market Values are dealt with during this instruction, unless you specifically want to instruct us otherwise. Please note that this report if not a formal valuation, undertaken accordance with the RICS Valuation Standards (the Red Book). It is prepared solely for the purposes of marketing the property and must not be used for any other purpose. A formal valuation can be provided if required. Tenure The Freehold of the property currently has Vacant Possession, except the commercial licences which are currently in the former agricultural yard. However, we would look to regularise these licences as part of the preparation for marketing/ sale, if the property is exposed to the open market.

The Property Southfields Farmhouse

A dormer bungalow of brick construction, with an Agricultural Habitat Restriction. The accommodation comprises:

Ground Floor

• Entrance hall – 2.44m x 2.00m plus 2.59m x 1.65m • Boiler room – 2.98m x 1.57m • Office – 1.90m x 2.53m • Kitchen – 2.73m x 3.86m plus a further 4.30m x 4.16m (being the dining room area) • WC – 2.16m x 1.43m • Dining room – 3.67m x 6.54m • Sitting room – 4.28m x 6.48m

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First Floor

Bathroom – 2.09m x 1.64m

•

• Landing, with built in airing cupboard – 6.30m x 1.96m • Study – 3.74m x 2.73m • Bedroom 1 – 3.65m x 4.10m • Bedroom 2 – 3.38m x 3.47m • Bedroom 3 – 3.81m x 4.24m • Family bathroom – 2.93m x 1.95m

Within the main house is a separate annex on two levels, comprising

Ground floor

• Lounge, bathroom, stairs – 5.96m x 4.79m

First Floor

• Attic, storage/ bedroom – 2.38m x 8.00m

Farm Buildings

• Timber frame building under a tin roof in close proximity to Chinnor Road • 4 bay concrete frame building with asbestos roof on a concrete floor. This building benefits from permitted development to a proposed office building with car parking to the rear • Steel frame building currently utilised for a commercial use – 30ft x 60ft • 30ft x 60ft steel portal frame, 4 bay building used for a commercial use (a masonry company) • Steel frame building, concrete floor, 2 open bays, 2 closed bays, being 60ft x 30ft • Open fronted steel and wooden frame building being 60ft x 30ft • Steel portal frame cattle building, being 90ft x 45ft with chalk floor and block walls, cladding and steel profile • Collecting yard Current Market Condition The property is a small holding and we feel it would be well received by the market. The residential market, as a whole, has slowed in this area as a result of the slowing London Market. However, the marriage value between the house, buildings and agricultural land creates a small holding which is a specific, but very sought after product within the current market. We feel that there would be a high marriage value on the elements as a premium to the property. The presence of the Agricultural Habitation clause will have a slight discount on the house element, however, due to the fact that the property offers an agricultural element, this usual discount of 30%, will be somewhat diluted. Timing Obviously you potentially have an “off market” deal available (subject to you agreeing a value) however, if we were to take this property to the market, we would usually leave the marketing to spring, when the buyers in the market become most active. The onset of “Brexit”, next year may The Land Total of 37.50 acres of permanent pasture land in 3 enclosures, all with road frontage

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effect this slightly with uncertainty in the market, however, if a private deal could be struck with your next door neighbour there is no reason why that deal cannot proceed immediately.

Guide Price It is very hard to be exactly clear on the value of the property due to the fact that we believe there will be a very strong demand for this type property. Other small holdings have sold very well recently. The property is in a strong area and we have looked at comparables for the elements of the property. Analysing these comparables we believe the property should be guided as below.

House and Gardens:

£1,080,000

(£1,350,000 less 20% discount for occupation restriction)

Farm Buildings and Yard:

£250,000

Commercial Buildings (with planning) near road:

£150,000

Land @ £12,000 per acre:

£444,000

£1,924,000

Say a guide of:

£2,000,000

We feel that to do the deal at this point, without exposing the property to the market an offer would have to be in the region of £2,000,000.

Method of Selling We suggest that the property is marketed as a whole, by private treaty as this is the most usual and, therefore, feel the market would perform best under this method of sale.

Marketing Publicity We would look to produce a professionally printed brochure as per the enclosed example.

Photography We have photography equipment in-house that could be used to show the property in the best of light. However, when photos are taken, if we are not satisfied that the photos are doing the property justice, we also have links with professional photographers who can carry out a service for us. The contractor used to carry out EPCs for us, is also a professional photographer and, therefore, we could link these two services for a cost effective way of getting both the EPC and the photography carried out. Advertising We would advertise the property locally and the property would also be on Rightmove, which has an international audience. Applicants All known applicants are on a mailing list, together with commercial agents including national firms practising in this area will be circulated with the particulars at the time of launch. Internet The property will be shown on the Brown&Co website, along with rightmove.com to show the property to the entire market.

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Board We can provide a board for identification purposes, however, if this is not something that you wish to do, we can remove this from the budget.

Commissions, Disbursements and Out of Pocket Expenses •

Our agency commission will be 1.5% of the sale price if we market the property or 1% if we negotiate the private sale. This is payable in accordance with the attached Terms of Engagement. • Disbursements, as set out above, and out of pocket expenses will be payable in accordance with the attached Terms of Engagement. • Commissions, disbursements and out of pocket expenses will be subject to VAT at the prevailing rate.

If you wish us to proceed with marketing, we would write to you with a formal Letter of Instruction and suggested marketing budget.

Conflict of Interest To the best of our knowledge, we do not have any conflict of interest in accepting this instruction, but if at any time we become aware of such a conflict we will discuss the matter with you in detail before proceeding further with this matter. Taxation There may be taxation implications arising post sale and you should take separate, specialist advice before proceeding. It is expressly understood that Brown&Co are not required to give tax advice relating to this transaction, unless separately instructed to do so. Consumer Protection Regulations We are responsible for Consumer Protection Regulations 2008 for any misleading information relating to the property. Misleading information could involve us in a criminal prosecution. When you receive draft sales particulars please read them carefully and if you feel there are any inaccuracies, please make appropriate amendments. If instructed to act on your behalf, we would need to complete a Consumer Protection Questionnaire, of which we can do with you when taking details for particulars. Anti-Money Laundering Regulations. Under the Anti-Money Laundering laws which have come into force throughout Europe and the UK we are obliged to establish the identity of our clients before we accept an instruction from you. Indeed, you may have found this more increasingly common for you to provide evidence for identity and we are now one of the professionals required to do this by law.

Again, if you wish to instruct us to carry out this sale on your behalf, we would ask you for several documents to enable us to comply with Anti-Money Laundering Regulations.

Please note that we are unable to proceed with this instruction until the procedure set out herein have been completed.

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Appendix 1

Plan

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Appendix 2

Sample Particulars

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Appendix 3

CVs

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Appendix 4

Terms of Business

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TERMS OF ENGAGEMENT FOR SALES AND LETTINGS OF REAL PROPERTY

In this document the expressions “we”, “us”, “our” and “firm” mean Brown & Co – Property & Business Consultants LLP, and “the Property” means the property referred to in the attached letter of instruction. The expressions “you” and “your” mean the client to whom the letter of engagement is addressed. Brown & Co is the trading name of Brown & Co – Property & Business Consultants LLP, a Limited Liability Partnership registered in England and Wales (Registered Number OC302092). Its registered office is Granta Hall, 6 Finkin Street, Grantham, Lincs, NG31 6QZ. This is a corporate body which has ‘Members’ rather than ‘Partners’. An individual described as a Partner is therefore a Member rather than a Partner. However, the term Partner is retained as an accepted term of reference for senior professionals. This document sets out the terms on which the firm undertakes work for its clients and should be read in conjunction with the letter of engagement which sets out the scope of the work and details of fees to be charged and any expenses to be recovered. Together, the letter of engagement and these terms form the agreement between us in relation to the provision of services. The letter of engagement will take precedence if it conflicts with these terms. Brown & Co requires you to sign and return a copy of the letter of engagement signifying agreement to Brown & Co’s fees, charges and these Terms of Business. They will confirm Brown & Co’s authority to proceed with the marketing of the Property. Without this Brown & Co may not be able to proceed with the marketing nor to incur any charges or other expenses. Whether or not the Property is situated outside the UK, the Laws of England shall apply to these Terms of Business and the English courts shall have jurisdiction.

1 RESPONSIBILITY FOR PAYMENT OF FEES AND EXPENSES 1.1 The individual to whom the letter of engagement is addressed is responsible for and guarantees payment of all of the firm’s fees, charges and expenses, even if the Property is held by a company. If more than one party is to be responsible, the letter of engagement should be signed by all relevant parties and their liability will be joint and several. The full names and addresses of any guarantors should be given in writing to the firm and failure to do so will mean that the person/persons who sign the letter of engagement will be fully liable. 2 AGENCY - SOLE SELLING AND LETTING RIGHTS 2.1 Unless the letter of engagement specifies otherwise, the firm will act as agents with sole selling/letting rights (or, if acting jointly with another firm, with joint sole selling/letting rights). 2.2 This instruction will commence on receipt by the firm of the copy of the letter of engagement signed by you, and will run for a minimum period of six months and will continue thereafter from month to month until terminated. 2.3 You will be liable to pay a commission to the firm (and to its joint agent if appropriate), in addition to any other charges or expenses agreed, in each of the following circumstances: • If unconditional contracts for the sale/letting of the Property are exchanged in the period during which the firm has sole selling/letting rights (or joint sole selling/letting rights), even if the buyer/tenant is not found by the firm (or by its joint agent) but by another agent or by any other person, including you. • If unconditional contracts for the sale/letting of the Property are exchanged after the expiry of the period during which the firm has sole selling/letting rights (or joint sole selling/letting rights) to a buyer/tenant that was introduced to you during that period (by whatever source) or with whom the firm (or its joint agent) had negotiations about the Property during that period. 2.4 You will not have to pay commission to the firm if a buyer/tenant first introduced by the firm then buys/rents the Property through another estate agent in circumstances where the buyer/tenant was introduced by the other estate agent more than six months after the expiry of the period during which the firm has sole selling/letting rights (or joint sole selling/letting rights). If no other estate agent is involved, this time limit will not apply. 2.5 You may be liable to pay two sets of commission if you have previously instructed another agent to sell the Property on a sole agency, joint sole agency or a sole selling rights basis or you instruct another agent during or after the period in which the firm has joint sole selling/letting rights. 3 THE PRIVATE OFFER 3.1 Once the firm has received instructions to sell/let the Property, either jointly or solely, any private approach or private

offer must be notified to the firm and these Terms of Business (including the sale/letting fee where appropriate) will apply to any such approach or offer. 4 COMMUNICATION INCLUDING REPORTING OFFERS 4.1 Unless otherwise requested, the principal means of communicating with you will be by email. All e-mail messages sent to us will, if properly addressed, arrive on the terminal of the person to whom they are addressed. The Client will be responsible for ensuring that Brown & Co’s domain name is accepted by their own email settings. However, the confidentiality and safe delivery of any e-mail sent via the internet cannot be guaranteed and we take no responsibility for losses caused as a result of email communication breaking down or a breach of confidentiality 4.2 Unless the firm is informed in writing to the contrary, all offers will be confirmed to you in writing and the firm will assume that you are the only party to whom offers need be submitted. 5 TERMINATION/WITHDRAWAL OF INSTRUCTIONS 5.1 A buyer/tenant is a “ready, willing and able” buyer/tenant if it is prepared and able to exchange unconditional contracts for the purchase/letting of the Property. 5.2 You will be liable to pay the agreed sale/letting fee to the firm, in addition to any other costs or charges agreed, if such a buyer/tenant is introduced by us in accordance with your instructions and this must be paid even if you subsequently withdraw and unconditional contracts for sale are not exchanged, irrespective of your reasons. 5.3 If you withdraw the Property from the market, or if the firm’s agency instructions are terminated by you before a sale or letting has been agreed, the firm may make a charge based on the firm’s normal hourly rates in respect of the work done by the firm, together with any outstanding expenses. 6 BROWN & CO’s RIGHT TO WITHDRAW/TERMINATE THE AGENCY 6.1 The firm reserves the right to withdraw/terminate its appointment as your agent upon giving 7 days written notice, and no sale/letting fee will become payable (save as stipulated in paragraphs 2.1 to 2.3 above, or in the letter of engagement/marketing report). However, any outstanding charges or expenses will become payable immediately. 7 SALE & LETTING FEES 7.1 The firm’s fees will be calculated as set out in the letter of engagement as a percentage of the sale price or rent achieved or agreed, or in the case of an exchange, the value attributed to the Property, and subject to any minimum fee agreed. 7.2 Except as otherwise provided for herein, the firm’s sale/letting fee is payable for the introduction of a buyer or tenant (however introduced) who proceeds to an exchange of contracts (or conclusion of missives in Scotland).

Terms of Engagement for the Sale or Letting of Real Property

7.3 Where the firm’s fees are based on a percentage of the sale/letting price, such price includes any extra allowance for curtains, carpets, furniture, fixtures and fittings or other chattels, machinery, goodwill, stock, growing crops, livestock, tenant right and all quotas and payments for rights to livestock premia, unless a separate arrangement is made and agreed in writing in advance. 7.4 The sale/letting fee does not include charges and other expenses for marketing as described in paragraph 9 below nor fees for professional work such as formal valuations; estate, farm and forestry consultancy; development consultancy; schedules of dilapidation or condition; building works; sale of timber; negotiations with district valuers; work linked with legal or fiscal matters; planning advice; structural surveys or other professional work. The firm reserves the right to charge a separate fee for such matters. 7.5 Where you sell/let part of the Property in respect of which the firm are instructed, a pro rata part of the sale/letting fee shall be payable in respect of that part as if the whole had been sold/let and subject to any minimum fee agreed and there shall also be payable a charge for abortive work in connection with the part remaining unsold/unlet as set out in the letter of engagement/marketing report, if applicable. 7.6 Where the firm is instructed to sell/let a property and introduce a buyer/tenant who buys/leases a larger property, the same rate of commission will apply to the larger property as is agreed for the original Property. 7.7 Where the firm’s fees are based on the rent agreed, for the purposes of calculating the amount payable, rent is calculated as being the amount payable, exclusive of VAT if any, by the tenant for the lease of all or part of the Property for a period of one year, net of any service charges, rates or insurance payable, and means: a) on the grant of a lease, the annual rent reserved following the expiry of any initial rent free or reduced rent or concessionary rent period, unless that rent is stepped, and ignoring any financial or capital contributions or other inducements made or to be made by you; and b) where the rent is stepped, the aggregate amount of rent reserved for the period from the expiry of any initial rent free or concessionary rent period up to the first date when the rent is to be reviewed or the expiry of the term of the lease whichever is the earlier, divided by the length of that period expressed in years, and ignoring any financial or capital contribution or other inducements made or to be made by you. 7.8 Where an existing lease is to be assigned, acquired or surrendered, then in addition to the fee calculated on the basis of the rent, you will also pay the firm a fee calculated at the rate specified in the covering letter on any positive or negative premium given or received, or on the value of any works carried out and/or goods and/or services supplied or any property exchanged in consideration of the assignment, acquisition or surrender. 8 SUB AGENTS 8.1 The firm reserves the right to instruct sub-agents on your behalf where it considers such a step to be in your best interests. All viewings and negotiations remain co-ordinated through the firm. Should any additional fee be applicable it will be clearly set out in the letter of engagement/marketing report. Unless otherwise agreed, these same Terms of Business will apply to sub-agents. 9 MARKETING CHARGES 9.1 You are responsible for all agreed charges for marketing and other expenses as set out in the letter of

engagement/marketing report and/or budget, or subsequently agreed during the marketing period. 9.2 Until the firm receives written authority to proceed and, where requested, a cheque in the sum of the agreed charges, the firm will not be able to proceed with the marketing process. 9.3 In providing such marketing services the firm will act as principal not as agent for you and the firm reserves the right to retain or share the benefit of any marketing or other discounts and commissions. 9.4 Where specifically agreed, the firm will make a charge for the design and preparation of brochures, plans, photography and organising of advertising, etc. 9.5 You will be responsible for costs incurred on your behalf in carrying out your instructions. Anticipated costs (net of VAT) are set out in the letter of engagement and will be charged as follows:- • Travel by car charged at 60p per mile from the office where instructions are received. • Travel by public transport at standard fare rates or equivalent. • Photocopying of leases, and other documents, charged at 10 pence per A4 black & white copy. • Copying of plans charged at cost. • Courier: actual costs charged by the courier firm. • Overseas postage, fax and telephone at actual costs charged to the firm. 10 UNOCCUPIED PROPERTY 10.1 The firm is not responsible for the management, maintenance or repair of the Property unless by specific agreement, when an additional fee will be charged. It is your responsibility to ensure that it is adequately secured, mains services are turned off, water and heating systems professionally drained and insurers of the Property notified. Any costs incurred by the firm in arranging such matters will be charged to you. 10.2 If the firm holds keys to the Property, it may loan these to prospective buyers and/or tenants (unless you instruct the firm in writing to the contrary). The firm will exercise reasonable care when loaning keys but it can take no responsibility for the actions of any third party. The firm will not be liable for any loss, unless arising directly through our negligence. 11 CONSUMER PROTECTION REGULATIONS 2008 and/or BUSINESS PROTECTION FROM MISLEADING MARKETING REGULATIONS 2008 We are responsible under these Regulations for any misleading information relating to the property. Misleading information could involve us in a criminal prosecution. Copies of the draft sale particulars will be sent through to you for your approval. You undertake to read them carefully and if there are any inaccuracies make appropriate amendments and return a signed copy. You also agree to complete a Consumer Protection Regulations Questionnaire which will ensure that we are able to provide buyers with accurate information relevant to the sale. RELATED SERVICES 12.1 It is possible that a buyer or tenant may wish to instruct, or indeed has already instructed, the firm (or a person connected with the firm) with regard to a property-related service. If this is or becomes the case, the firm will notify you in writing as soon as reasonably possible. Related services might include: a) Sale or purchase of a property or chattels 12

b) Letting of a property

c) Provision of financial services through a third party

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Terms of Engagement for the Sale or Letting of Real Property

d) Management of a property

Our use of personal data is subject to your instructions, the EU’s General Data Protection Regulation (GDPR), under which we are a Data Controller, and our duty of confidentiality. We endeavor to provide every protection possible to your data but should you have cause for concern or general enquiry please contact us. Contact Details: Data Privacy Manager at Brown & Co. Property and Business Consultants LLP at The Atrium, St George Street, Norwich NR3 1AB dataprotectionmanager@brown-co.com In order for us to provide you with services we need to collect personal data for various purposes including updating and enhancing client records, analysis to help us manage our business, statutory returns and legal and regulatory compliance. In any event, we are committed to ensuring that the information we collect and use is appropriate for this purpose, and does not constitute an invasion of your privacy. We will process (that means collect, store and use) the information you provide in a manner that is compatible with GDPR. We will endeavor to keep your information accurate and up to date and not keep it for longer than is necessary. Our aim is not to be intrusive, and we undertake not to ask irrelevant or unnecessary questions. Moreover, the information you provide will be subject to rigorous measures and procedures to minimise the risk of unauthorised access or disclosure. The information you provide will be used by us primarily to provide services to you. This will include updating and enhancing client records, analysis to help us manage our business, statutory returns and legal and regulatory compliance. 15.2 W HY DOES B ROWN & C O NEED TO COLLECT AND STORE PERSONAL DATA 15.3 H OW B ROWN & C O USES YOUR INFORMATION

e) Farm business consultancy

f) Marketing.

g) Surveys or schedules of dilapidation.

h) Architectural, planning and development advice.

12.2 In each instance, the firmmay earn some form of remuneration. 13 DISCLOSABLE INTERESTS 13.1 We will disclose both to you and a buyer any connection which the firm or any of its employees or associates may have with either party, either directly or indirectly, or with any member of their respective families. Should the firm become aware of any such connection, it will advise you in writing. You are responsible for advising the firm if you are aware of, or become aware of, any such connection. 14 LIABILITY 14.1 The liability of the firm for any claim in contract, tort, negligence, for breach of statutory duty or otherwise, for any loss or damage, costs or expenses howsoever caused arising out of or in connection with the services shall, in relation to each matter, be limited to the sum specified in the letter of engagement or, if no sum is specified, the sum of £20 million. 14.2 Nothing in these terms shall be construed as excluding or limiting our liability for fraudulent misrepresentation, or death or personal injury caused by our negligence. 14.3 We shall not be liable for any indirect loss or damage, or any loss of profit, income, production or accruals howsoever caused or arising, whether in contract, tort, negligence, for breach of statutory duty or otherwise. 14.4 In the event that we are prevented by circumstances beyond our reasonable control from providing the agreed services, we will notify you as soon as reasonably practicable of the nature and the extent of these circumstances. If, as a result of these circumstances, we are unable to meet any deadlines (including that for completion), any such failure will not constitute a breach of our agreement. We will not be liable for any such failure arising from any such circumstances notified to you. Any deadline or estimated date for completion of the services will be extended accordingly. 14.5 We will not be liable for failing to provide services or advice on any matter that falls outside those agreed in the letter of engagement, and we shall not be obliged to keep you updated of any relevant developments or changes that have occurred since the services were provided. 14.6 We will be entitled to assume that any information or documents that you provide to us are complete and accurate, and we will not be liable for any losses, costs or claims arising out of any errors, omissions or deficiencies in the documents or information. 14.7 The firm alone will provide services to you and your agreement is solely with the firm. You agree that you will not bring any claim whether in contract, tort, negligence, for breach of statutory duty or otherwise against any members, partners, consultants, employees, officers or agents of the firm or of any service company owned or controlled on behalf of either the firm or any of our members or partners. Those members, partners, consultants, employees and agents assume no personal liability for the provision of services and shall be entitled to rely on these terms insofar as they limit or exclude their liability. 15. DATA PROTECTION 15.1 G ENERAL

15.4

D ATA R ETENTION

We will use our discretion to ensure that we do not keep records outside of our normal business requirements. The following is a list of our retention periods:

Purpose

Retention Period

Prospect Marketing

1 year

Client Marketing

3 years

Client File

Minimum 7 years (actual length dependent on type of work)

15.5

T HIRD P ARTIES

We may pass your personal data on to our service providers who are contracted to us in the course of our work with you. For example, we may engage other professional advisers and, in the interest of speed or controlling cost, we may outsource some of our administrative

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Terms of Engagement for the Sale or Letting of Real Property

functions to a third party. In addition, we may need to make credit decisions about you (for example in relation to payment of fees) and we may search the files of credit reference agencies who will record any credit searches on their file. External firms or organisations may also conduct audit or quality checks on our business and may review files in the course of their work. Our service providers are obliged to keep your details securely, and use them only to fulfil the service they provide you on our behalf. Once your service need has been satisfied or the matter has been closed, they will dispose of the details in line with Brown & Co’s procedures. If we wish to pass your sensitive personal data onto a third party we will only do so once we have obtained your consent, unless we are legally required to do so.

firm out of the completion monies. Any other arrangement must be agreed with the firm in advance and clearly set out in writing in the letter of engagement. 17.2 Failed Completion:- If a buyer/tenant exchanges contracts but fails to complete the purchase/tenancy, you will be liable to pay to the firm the agreed sale/letting fee plus any outstanding charges or expenses and you undertake to give irrevocable instructions to your solicitors to pay such fees, charges and expenses out of any deposit monies which become available. 17.3 Delayed Completion:- Unless otherwise agreed in writing, in the event of a delayed completion, the firm’s fees will become payable in full within 28 days of exchange of contracts and you undertake to give irrevocable instructions to your solicitors to pay the fees (and any outstanding charges or expenses) out of any deposit monies which become available. Should the buyer/tenant fail to complete, the firm undertakes to refund half the sale/letting fee. 17.4 Early Occupation:- In the event of a buyer/tenant being granted possession in advance of exchange of contracts or completion, the firm’s fees will become payable within 28 days of the buyer/tenant taking possession. Should the buyer/tenant fail to complete, the firm undertakes to refund half the sale/letting fee. 17.6 Interest will automatically be charged at 4% per annum above the base rate from time to time of National Westminster Bank plc, from the date of the invoice, on any account that remains unpaid 28 days after that date. 17.7 If the firm finds it necessary to use solicitors or other parties to recover agreed fees, charges or expenses, you will be required to repay any expenses incurred in full. 18. INTEREST ON CLIENT’S MONEY 18.1 Under the RICS Members’ Account Regulations we are required to inform you of the arrangements for the monies which we might hold on your behalf from time to time. 18.2 Brown & Co operates four separate general clients’ accounts which are maintained in accordance with the RICS Members’ Account Regulations. These are held with National Westminster Bank plc, 27/28 St Peter’s Hill, Grantham, Lincs, NG31 6QG; Barclays Bank Plc, 3 St James Court, Whitefriars, Norwich, NR3 1RJ; Barclays Bank PLC, 32 Bridge Street, Banbury, Oxfordshire OX16 5PN; and Barclays Bank PLC, Market Hill, Huntingdon PE29 3AE. All accounts are in the name of ‘Brown & Co Property and Business Consultants LLP, Clients a/c’. Our clients’ accounts are audited in accordance with the RICS Regulations. 18.4 Whilst monies are held in our clients’ accounts, the firm is entitled to the benefit of these monies. This means that no interest will be paid to you in respect of this money. 18.5 In accounting to you we will be entitled to offset any sums due to us in respect of fees, commissions, expenses and VAT. 19 DISCRIMINATION 19.1 It should be noted that the firm’s policy is that no client or applicant will receive less favourable treatment on the grounds 17.5 Subject as specified elsewhere in these Terms of Business, the firm’s accounts become payable on the date stated on the invoice. 18.3 Under the RICS Members’ Account Regulations there is a clients’ money protection scheme available.

15.6

T RANSFER O UTSIDE OF THE EU

We currently do not transfer any data outside of the EU. Should we need to do so in the future it will be in compliance with the GDPR requirements for external transfer and all details will be added to our Privacy Notices.

15.7

P ROFILING

We may from time to time use publicly available demographic information to determine who we target for specific events or marketing campaigns so as to avoid contacting individuals unnecessarily.

15.8

Y OUR R IGHTS

You have the right to:

Object to us processing your data Have inaccurate data rectified

• • •

Access the data we keep

• Have the data we keep on you deleted (in some cases) • Have the data we keep on you ported elsewhere 15.9 C ONSENT By consenting to this, you are giving us permission to perform those actions. You may withdraw consent at any time by contacting our Data Protection Manager.

15.10 M ARKETING

Occasionally we would like to send you information about additional services we offer. If you do not wish to receive such information, then please write to our Data Protection Manager.

15.11 F URTHER I NFORMATION

For further information as to how we protect and respect your privacy and ensure the security of your personal data, please read our Privacy Notice as published on our website at www.brown-co.com . 16. VAT 16.1 All the firm’s fees, charges and expenses are subject to Value Added Tax at the prevailing rate regardless of your domicile. 17. PAYMENT OF ACCOUNTS 17.1 The firm’s fees and any outstanding charges or expenses become payable on completion of the sale/letting (except in the case of paragraphs 5 and 6 above and 16.2, 16.3 & 16.4 below). You undertake to give your solicitors irrevocable instructions to pay the

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Terms of Engagement for the Sale or Letting of Real Property

of race, colour, ethnic origin, religion, sex, sexual orientation, gender identity, marital status or physical or mental disability. 20 MARKETING REPORTS 20.1 Any marketing report produced by the firm for the Property is not a valuation and as such will not have been prepared in accordance with RICS Valuation Standards (“The Red Book”) It should not therefore be construed or relied upon, in any respect, as a valuation. 20.2 The firm will be pleased to provide a formal valuation if required, at a fee to be agreed. 20.3 The marketing report is for your private use only and may not be disclosed to third parties or published in any way without the firm’s prior written consent. 21 JOINT AGENTS 21.1 The firm will not be liable for any acts or defaults committed by any other agent where the firm is instructed on a joint agency basis. 22 CONTAMINATED LAND 22.1 The firm will not be responsible for investigating or advising on the existence or otherwise of any pollution including potential land, air or water contamination in respect of the Property or adjoining property, or advising on environmental legislation. 23 REFERENCES 23.1 Where the firm introduces a tenant/assignee /licensee, references will normally be taken up and supplied to you where appropriate. The firm is not responsible for interpreting any reference or accounts, and it is for you or your accountants or other advisors to satisfy themselves as to the financial strength of the proposed buyer/tenant/assignee/ licensee. 23.2 Where not recoverable from the applicant, the cost of obtaining references will be charged to you. 24 SALE/LETTING BOARDS 24.1 It is a criminal offence for more than one “For Sale” /”To Let” board (“Board”) to be displayed on the Property at any one time. If your permission has been given for the firm to erect a Board, you must not then give permission to any other agent to display a Board or display your own Board. You must indemnify the firm for any costs it incurs as a result of the erection of any additional Board. 25 OTHER MATTERS 25.1 These Terms of Engagement replace all previous arrangements, agreements or understandings between you and the firm and no variation or addition to these Terms of Business or alternative or inconsistent terms purported to be imposed before or after these Terms of Engagement are received by you, shall be binding unless agreed in writing. 25.2 All headings in this document are for ease of reference only and shall not affect the interpretation or construction of these terms. 25.3 The firm does not have any authority under these Terms to bind you to any third party to dispose of the Property. 26 OTHER INFORMATION Complaints In accordance with the rules of the RICS, the firm operates a complaint handling procedure, a copy of which is available from any of our offices. If you are dissatisfied with any aspect of our service, you may wish to refer to: (for consumer clients) The Ombudsman Services: Property at PO Box 1021, Warrington WA4 9FE – www.ombudsman-services.org – 0330 4401634; or (for business clients) The Neutral Evaluation Procedure for Surveying Disputes at

IDRS Limited, 70 Fleet Street, London EC4Y 1EU – www.idrs.ltd.uk – tel 0207 520 3800.

Equality Act 2010 As part of its compliance with the above Act, if you need to visit the firm and you think there might be circumstances giving rise to difficulties of access to or within our offices please let the firm know and it will be happy to discuss mutually convenient alternative arrangements such as meeting you at your office or home. Confidentiality It is standard market practice for agents to share with other market participants information about values arising from transactions in which they have been involved. It is how we maintain a clear view of current trends and market values, and much of this information is in the public domain in any event, such as recorded at the Land Registry. Please note that, unless you instruct us in writing that any such information from this transaction should be kept confidential, in signing our terms of engagement you agree to us revealing details of the transaction to third parties.

Complaints

The firm operates a complaints handling procedure a copy of which is available from any of our offices. If you are dissatisfied with any aspect of our handling of your complaint, you may wish to refer to: (for residential agency, lettings & management clients) Property Redress Scheme: Premiere House, 1 st Floor, Elstree Way, Borehamwood, WD6 1JH, www.theprs.co.uk – tel 0333 3219418; or (for other clients) The Centre for Effective Dispute Resolution 70 Fleet Street, London EC4Y 1EU– www.cedr.com – tel 0207 5366116.

Revised 25 th July 2018 © Brown & Co – Property & Business Consultants LLP

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