Marketing valuation draft 8.11.18

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).