These are the terms upon which “Colliers International” Company Limited OGRN 1027700543056 trading as Colliers International agrees to act for you. Our agreement takes effect from the date it is signed by both parties.

1.0 DEFINITIONS AND INTERPRETATIONS

1.1 Terms means the terms of business set out in this document and include any other terms and conditions set out or referred to in the Service Agreement. These Terms apply to all services that you instruct us to provide and cannot be varied or amended except in writing and signed by you and us.

1.2 Client (referred to throughout as ‘you’) means the person, company, firm or other legal entity named in our Service Agreement. We will not accept instructions to act for any other legal entity nor will these Terms apply unless we have agreed in writing to act for that alternative entity. We reserve the right to refuse to act for such an alternative entity until (if at all) we have undertaken due diligence.

1.3 Colliers International (referred to throughout as “Colliers” “we” or “us”) is the trading name of Colliers International Company Limited.

1.4 Confidential Information means information that is by its nature confidential and/or is designated by us to be confidential.

1.5 Service Agreement means the agreement signed by you and us containing terms and conditions of providing services.

1.6 The Property means the assets (including shares in a company) which are the subject of our services and all other assets in which an interest is acquired by a purchaser including contents fixtures and fittings and any business carried on at the Property.

1.7 Purchaser includes a tenant.

1.8 Services means the specific services set out in the Services Agreement and any other services which we agree in writing to provide.

1.9 Sole Selling Rights – Unless specified to the contrary in the Service Agreement by instructing us to find a Purchaser for dispose/lease of the Property you grant us Sole Selling Rights which means that you will be liable to pay remuneration to us, in addition to any other costs or charges agreed, if:

(a) contracts for the sale/lease of the Property are signed in the period during which we have Sole Selling Rights even if the purchaser was not found by us but by another agent or by any other person, including you; and

(b) if contracts for the sale/lease of the Property are signed after the expiry of the period during which we have Sole Selling Rights but to a purchaser who was introduced to you during that period or with whom we had negotiations about the Property during that period.

2.0 FEES

2.1 Our fees are as stated in the Service Agreement.

2.2 Where we agree to act jointly with another professional then the fee payable to us will be an agreed proportion of the total fee due. In the absence of such an agreement we shall be paid in equal proportion to the other professional(s).

2.3 Abortive Fees

We have the right to specify any abortive fees in our Service Agreements.

2.4 Additional Work
Where we are required to undertake additional work outside the agreed scope of the Services additional charges will be agreed.

3.0 DISBURSEMENTS AND EXPENSES

3.1 We will provide you with an estimate of disbursements and expenses prior to incurring them. Such items include but are not limited to travel, advertising and marketing (including ‘for sale’ and ‘to let’ boards), in-house mailing, printing, maps, photography, photocopying, library and data services, research, bank references, planning applications and RICS and other regulatory fees.

3.2 Disbursements and expenses may be charged to you as soon as they are ascertained or incurred, whether or not our instruction proceeds to a conclusion.

3.3 You agree to indemnify us against any liability on our part in respect of such disbursements and expenses.

3.4 In all circumstances in which your instructions involve an amount of administration on our part, such as photocopying, faxing etc, we shall be entitled to add an administration charge to our bills to cover such expense.  

4.0 CHARGES DUE

4.1 We will be entitled to issue an invoice and our fees will become due for payment free from any discount, deduction set-off or counter claim in term (s) specified in the Service Agreement.

5.0 TAXES

5.1 The fees disbursements and expenses referred to in these Terms and in the Service Agreement are all subject to the addition of VAT where applicable (and any other taxes which may arise).

6.0 INTEREST

6.1 Unless otherwise agreed in writing, in default of payment by you in term (s) specified in the Service Agreement, we have right to demand an interest that will be chargeable upon outstanding invoices at the rate of 0,1% above per each day of delay from the due date until payment.

7.0 SCOPE OF SERVICES

7.1 We accept no liability for the content or interpretation of title, regulatory documents or tenancy documents and unless specifically instructed to report on them we do not warrant that properties on which we advise are in satisfactory structural order; that any land is free from contamination; or that any land or property is compliant with regulations, or that any land or premises has planning permission or is capable of being developed for the purposes for which it may be required.

7.2 We will perform the Services within a reasonable period of time after acceptance of your instructions on the basis that:

(a) Any estimates of the time for performance of the Services are not to be legally binding upon us; and
(b) We shall be entitled (but not obliged) to delegate performance of the Services (or any part of them) by instructing one or more other persons, firms or companies (whether as sub-agent or in any other capacity) upon such terms as we consider appropriate in our absolute discretion.

7.3 It may be necessary as part of our work to instruct specialist consultants on your behalf. We will not do so before obtaining your authority. Once you have authorized us to instruct such specialist consultants you will be responsible for payment of their fees and matters relating to their performance. In accepting your instructions to instruct such specialist consultants we do not warrant their competence. If we are instructed by you to supervise the work of such specialist consultants we will be entitled to charge an additional fee calculated by reference to the time incurred in doing so however we assume no liability for any advice given to you by such consultants.

7.4 Any market projections incorporated within our Services including but not limited to, income, expenditure, associated growth rates, interest rates, incentives, yields and costs are projections only and may prove to be inaccurate. Accordingly, such market projections should be interpreted as an indicative assessment of potentialities only, as opposed to certainties.

8.0 INFORMATION PROVIDED

8.1 Unless you inform us in writing to the contrary we shall not be required to check or approve the accuracy of information provided to us by you or others including Energy Performance Certificates.

8.2 Unless you inform us in writing to the contrary you hereby warrant the accuracy of all information provided to us by you or on your behalf on the basis that you expect us to rely upon it.

8.3 You undertake to indemnify us against all costs, claims, charges and expenses of whatever nature which may arise as a result of any such information proving to be inaccurate (whether wholly or in part) or incomplete.

8.4 Subject only to Clause 12 below any information which we acquire from you in the course of performing instructions may be used by us for any other purpose unless you instruct us in writing at any time prior to such use by us.

9.0 OUR REPORTS

9.1 In relation to any written report or advice prepared by us you agree that neither the whole nor any part of our report or advice or Confidential Information may be included in any published document, circular or statement or published in any way without our written approval prior to publication.

9.2 Copyright in any reports, documents or other material provided to you by us shall remain our property at all times.

10.0 PAPERS

10.1 After completing our work, we are entitled to keep all and any of your papers and documents until our fees and charges are paid in full.

10.2 Unless you instruct us to the contrary, you hereby agree that we may destroy papers or documents relating to the Services five years after the date of the final invoice that we send you for the particular matter.

11.0 E-MAIL

11.1 We shall treat receipt of an e-mail from you as a request to us to communicate with you by e-mail.

11.2 If you intend to communicate with us by e-mail, by accepting these Terms you confirm that you understand the risks of doing so and you authorise us to act upon electronic instructions which have been transmitted (or appear to have been transmitted) by you.

12.0 DATA PROTECTION

12.1 We will not disclose to any third party any personal data without your express authority to do so.

12.2 You agree that we may receive and retain documentary proof required by the Federal Law "On counteraction to legalization (laundering) of proceeds from crime and financing of terrorism" № 115-FZ from August, 7th 2001 and can disclose it to any Government authority that is legally entitled to request it. For the purposes of this clause only, you release us from our obligations under Clause 12.1 above.

12.3 We may occasionally use your contact details to inform you of property updates, client seminars, and the like. By accepting these terms you consent to our sending you such information. If you do not wish to receive such information, please advise us, by writing to the Data Protection Officer at our address.

13.0 LIMITATION OF LIABILITY

13.1 In relation to any Services provided by us to you the following limitations apply:

13.2 You agree not to bring any claim for any losses against any director, employee or consultant of Colliers (each a "Colliers Person"). You hereby agree that a Colliers Person does not have a personal duty of care to you and any claim for losses must be brought against Colliers. 13.3 We will not be liable in respect of any of the following:

(a) for any services outside the scope of the Services agreed to be performed by us;
(b) to any third party;
(c) in respect of any consequential losses or loss of profits.

13.3 The exclusions and limitations in this paragraph will not exclude or limit any liability for liabilities which cannot lawfully be limited or excluded.

13.4 Where the Service Agreement is addressed to more than one client, the above limit of liability applies to the aggregate of all claims by all such clients and not separately to each client.

14.0 INDEMNITIES

14.1 You agree to indemnify us against all costs, claims, charges and expenses which we shall incur by reason of (but not limited to):

(a) Use of any of our work for purposes other than those agreed by us.
(b) Misrepresentation by you or with your authority to third parties of advice given by us.
(c) Misrepresentation to third parties of the extent of our involvement in any particular project.
(d) Any claims or proceedings concerning Energy Performance Certificates prepared by you or on your behalf.

14.2 You also agree to indemnify us against any and all damages or liability suffered by us, arising from the use by us of material provided by you to us the copyright of which is vested in a third party.

15.0 ASSIGNMENT

15.1 Neither this agreement nor any of its terms may be assigned by either you or us to any third party unless agreed in writing.

16.0 TERMINATION OF INSTRUCTIONS

16.1 The termination of any agreement governed by these Terms is regulated by signed Service Agreement.

16.2 Notwithstanding termination of our agreement with you the provisions of Clauses 1 to 10, 12, 13, 14, 19 and 20 shall remain in full force and effect.

17.0 MONEY LAUNDERING COMPLIANCE

We are required by law to operate procedures pursuant to the Federal Law "On counteraction to legalization (laundering) of proceeds from crime and financing of terrorism" № 115-FZ from August, 7th 2001, which may include requesting that you provide us with documentary proof of identity, proof of address and/or proof of funding in relation to a particular transaction or instruction. You agree to comply with any such requests promptly.

18.0 COMPLAINTS

18.1 We operate a procedure for complaints handling as required by the Royal Institution of Chartered Surveyors. A copy is available on request.

19.0 LAW AND JURISDICTION

19.1 These terms of business are subject to the laws of Russian Federation.

19.2 Any dispute shall be subject to the exclusive jurisdiction of the Moscow Arbitration Court.

19.3 If a court rules that any provision of these Terms is invalid or unenforceable this will not affect the validity of the rest of the Terms which will remain in force.

20.0 RIGHTS OF THIRD PARTIES

No third party will be entitled to rely on any Report or advice except as agreed in writing by us.