TERMS AND CONDITIONS

A. Interpretation

In these terms, the following expressions shall relay the context for the following meanings;

1. “CS” means Clerkenwell Showrooms and where appropriate any subsidiary or associated company or firm.

2. “Client” means the person, firm or company to whom CS are to provide services in accordance with these Conditions of Engagement.

3. “Property” means the Property that is the subject of the Client’s instructions to CS.

4. “Sole Agency” means the Client is liable to pay remuneration to CS.

5. “Conditions of Engagement” means these conditions and the Letter of Intent sent to the Client by CS.

B. Preliminary

1. CS undertakes all services only based on these Conditions of Engagement which shall apply to the exclusion of any other terms and conditions that the Client may seek to impose.

2. No variation of these Conditions of Engagement shall be binding unless in writing between a Director of CS and the Client.

3. Unless otherwise agreed in writing, CS are instructed by the Client, in respect of sharing, with Sole Sharing Rights.

C. Assumptions

1. The Client hereby represents and undertakes to CS, when instructing CS to act on the sharing of the Property, that all information provided by the Client is correct.

2. That the Property complies with all relevant statutory requirements (including but not limited to by-laws, fire and health and safety at work regulations).

3. That the Property has been constructed and is occupied following valid planning and building regulation approval.

D. Fees

1. Unless otherwise agreed in writing, fees on disposal will be calculated on the following basis.

2. Sharing Agreement: A percentage of the annual rent agreed upon and charged to both the Lessee and the Lessor. As shown below:
- 5% for CS Exhibitors
- 5% for Basic CS Members
- 4% for Active CS Members

3. CS shall not be liable to refund to the Client (Lessee or Lessor) any part of the fee paid on account in any event.

E. Terms of business

1. If after receipt from CS of notification of the appropriate charges for work to be undertaken, no written confirmation is received from the Client within 14 days, it will be understood that all fee terms and conditions as advised are accepted.

2. CS’s duties shall be limited to those set out in the letter of confirmation of instruction sent to the Clients. CS will be pleased to provide additional services, where required, at fees and on other terms and conditions to be agreed with the Client.

3. CS and the Client irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute that may arise out of, or in connection with, the Conditions of Engagement.

F. General

1. Fee accounts will be submitted to the Client by the terms of CS’s Letter of Confirmation of instructions if any are due for settlement on presentation.

2. CS reserves the right to charge the Client interest on any invoice that remains unpaid for 14 days, both before and after any judgment, at the rate of 3% per annum over the base rate from the date of the invoice until payment is made.

3. Unless otherwise stated or agreed fees shall become due and payable upon signing of the Letter of Intent or the Lessee (or an associated company) taking occupation of the property whichever shall occur first. Occupation includes taking possession for fitting-out purposes.