Abode Srl Terms and conditions (2013)
ABODE Srl: an Italian limited company operating as a real estate agency, registered with the Chamber of Commerce of Perugia under R.E.A. no. 253117. Registered address, Via Caduti di Penetola 39, Niccone, 06019 (PG) P.Iva 02953190549
Appointment of Abode Srl. as Sole/Multiple Selling Rights Agent.
The Seller gives Abode Srl. Sole/Multiple Selling Rights for the sale of his/her/their/company’s Real Estate (hereafter ‘Property’). By instructing Abode Srl via any of the following means: a signed mandate, the production of property details, viewings taking place at the Property, keys left at our offices and/or exposure of the Property on the internet, you have agreed to our terms and conditions as stated herein.
Sole Agent: The Seller may not appoint any other agent during the period of this Agreement as Sole Agent.
Multiple Agents: The Seller may appoint other real estate agents during the period of this Agreement as one of several agents (Multiple Agency Agreement)
A Sole Selling Rights Agreement gives Abode Srl. the right to claim remuneration for the sum of our full fees, plus expenses, where applicable, if your property is sold to anyone, regardless of who introduced the buyer, whether another agent or yourself or other/s.
IMPORTANT: A Multiple Agency Agreement means that you will be liable to pay remuneration to us, in addition to any other costs or charges agreed, when a ‘ready, willing and able’ Buyer (See point 3 below for our definition) introduced to the Property by Abode Srl confirms an offer which is accepted by the Seller.
1. Circumstances in which remuneration is due to Abode Srl
(a) With an exchange of contracts with a Buyer found during the period of Sole Selling Rights Agreement, even if the Buyer was not found by Abode Srl but by another real estate agent or by any other person, including yourself;
(b) with an exchange of contracts after the expiry of the period during which we have Sole Selling Rights but to a Buyer introduced or re-introduced to you during that period;
(c) with an exchange of contracts with a Buyer re-introduced by Abode Srl during the period of this Sole Selling Agreement, following abortive negotiations with another agent prior to the date of this Agreement.
For the avoidance of doubt,
•‘Buyer’ refers to any individual/s or company/ies who, at any time in the future, exchange contracts for the purchase of the Property; and
•‘introduced’ and ‘re-introduced’ refer to the bringing of the Property to the attention of the person/s or company/ies so introduced or re-introduced.
The effect of this clause is that, in certain circumstances, the Seller may be obliged to pay a fee to more than one agent.
- the fee will not be payable if a Buyer introduced or re-introduced by us Abode Srl goes on to exchange contracts for the purchase of the Property through another agent in circumstances where that Buyer was introduced to the Property again by the other agent more than twelve months after the termination of our sales Agreement.
2. Sale of the Property Structured as a sale of Shares in a Company
For the purposes of this agreement, the sale of shares in a company that owns the Property, whether directly or through one or more subsidiary companies, shall be deemed to constitute a sale of the Property.
This means that if the shares in a company that owns the Property are sold the fee will still be payable to Abode Srl. as though the Property had been sold.
3. Ready, Willing and Able
The Seller agrees that "A Buyer is 'ready, willing and able' if: he/she/they is/are prepared and is/are able to exchange contracts; that confirmation of funding has been received and terms of purchase have been agreed between both parties. The Seller will be liable to pay remuneration to Abode Srl, in addition any other reasonable costs, if such a purchaser is introduced by us in accordance with your instructions and this must be paid even if you subsequently withdraw, or you will not countersign a signed contract presented to you, irrespective of your reasons".
3. Payment of the Fee
(a) The Fees shall be paid as follows: Sole Agent Fees 3%, Multiple Agents Fees 4% plus Italian tax at the prevailing rate, payable as stated in point (d) below unless agreed prior by both parties.
(b) The Seller shall pay the Fee to Abode Srl upon the acceptance of an offer from or the agreement of terms with an individual/s/company/ies who are ready, willing and able to purchase and which the Seller has accepted in writing (including email).
(c) An invoice will be raised upon the signing of the compromesso/exchange of contracts and, where the Seller has instructed a Solicitor or Licensed Conveyancer to act in respect of the Property, the invoice may be sent to the Seller’s Solicitor or Licensed Conveyancer.
(d) Payment of the Fees shall be made in two parts, 50% of the agreed fees payable on the day of the signing of the compromesso and the balance due on the day of completion. ‘Completion’ is deemed to be the day of the notarised contract or the execution of the change in ownership of a company/ies which owns the Property in question. If the Seller withdraws from the contract for any reason, our full fees will be due upon the day originally forecast for the Completion.
(e) Where the Seller has instructed a Solicitor or Licensed Conveyancer to act in respect of the Property, by signing and accepting this Agreement the Seller authorizes the Solicitor or Licensed Conveyancer (or the Notary overseeing the Completion) to settle Abode Srl ’s Fee out of the completion monies (unless otherwise required by Abode Srl.) and further irrevocably authorises and instructs the Notary, Solicitor or Licensed Conveyancer to inform Abode Srl if his/her/their instructions to act in the transaction are withdrawn or if he/she/they is instructed by the Seller not to settle the fee out of the completion monies.
(f) If, for whatever reason, the sale of the Property fails to complete, the fees shall be paid when the contract is rescinded.
(g) Should any part of the Fee remain unpaid for more than 14 days after the due date for payment, the Seller shall be liable to pay interest on the unpaid amount at a monthly rate of 2.5% above the Italian base rate.
(h) Termination. Upon receipt of written instructions from the Seller or by Abode Srl. to terminate this Agreement, Abode Srl will write to the Seller explaining any ongoing liability to pay commission. This will include confirmation of potential Buyers who may subsequently proceed to sign a compromesso/exchange contracts for the purchase of the Property which would oblige you to pay the fee to Abode Srl, pursuant to paragraph 1 of this Agreement.
4. Seller’s obligations to co-operate with Abode Srl.
The seller will provide such information as reasonably required by Abode Srl. and will use his/her/company/ies best endeavours to help verify that information if requested. The Seller shall, as soon as reasonably possible, inform Abode Srl. if there is any material change in any of the information which the Seller has provided to Abode Srl.
5. Seller liability for misdescription of the Property
(a) Abode Srl. shall not be under any obligation to publish information provided by the Seller unless the Seller has confirmed in writing that it is accurate and Abode Srl is satisfied that it is accurate. Note: This is to protect against possible legal action under the Property Misdescriptions Act 1991 or for misrepresentation.
(b) If any claim is made against Abode Srl. or anyone working on behalf of Abode Srl. in respect of any misdescription of the Property which is wholly or partially the fault of the Seller, the Seller shall pay to Abode Srl, or such person against whom a claim is made, such compensation as is reasonable in the circumstances.
6. Advertisement/public exposure of the Property
(a) The Seller agrees that Abode Srl may advertise the Property in window displays, on the internet or other media, and in any other way that Abode Srl thinks deems appropriate for the promotion of the Property and of Abode Srl as a company. The Seller further agrees that Abode Srl may, at its own expense, take any steps necessary to prevent the unauthorised copying or use of any advertisement placed by Abode Srl, by third parties.
(b) The Seller agrees that Abode Srl may display one ‘For Sale’ board at the Property. The Seller agrees that Abode Srl may remove any other ‘For Sale’ board which may be displayed at the Property, and the Seller agrees not to allow any other agent to display a ‘For Sale’ board during the period of the Sole Agency Agreement. Abode Srl will inform any other real agent whose board has been removed that this action has been taken. Abode Srl has agreed to pay for any such advertising.
(c) No advertising expenses will be charged to the Seller without the Seller’s prior consent in writing.
(d) The Seller agrees that from the date on which Abode Srl is entitled to raise an invoice for the Fee in respect of the Property, then Abode Srl has the right to use and display a photograph of the Property, together with the asking price for which it was originally marketed, in Abode Srl’s general promotional material advertising their recently sold properties.
7. Conduct of the agency by Abode Srl.
(a) Abode Srl shall at all times act with good faith to the Seller.
(b) All marketing of the Property shall quote the initial Asking price unless the Seller agrees otherwise.
(c) Abode Srl will not be liable for any damage, material or otherwise, caused by ourselves, our staff, our clients or any third party when viewing the Property. Abode Srl will not be liable for any injury caused to our staff, our clients or any third party when viewing the Property; in this regard it is expressly the responsibility of the vendor to ensure that the real estate is safe to view.
(d) Abode Srl. shall notify the Seller of all offers for, and any interest in, the purchase of the Property:
(i) Abode Srl shall notify the seller in writing if to its knowledge any person connected with Abode Srl is seeking to purchase the Property or is otherwise interested in it:
(ii) Where the Seller has knowledge of any connected person who may be employed by another office of Abode Srl they should bring this to the attention of Abode Srl.
8. Use of sub-agents by Abode Srl.
Abode Srl may employ the services of other agents as sub-agents on behalf of the Seller, so long as there is no extra cost to the Seller, and all negotiations and viewings are arranged and co-ordinated through Abode Srl.
9. Abode Srl’s rights to act for other Sellers
The Seller agrees that Abode Srl may act for the sellers of other properties as it sees fit and nothing in this Agreement shall oblige Abode Srl to pass on to the Seller any information confidential to a sellers of other properties.
10. Abode Srl’s rights to offer services to potential buyers of the property
(a) The Seller agrees that Abode Srl, or persons or companies connected with Abode Srl, may offer services (financial or otherwise) to any prospective buyer of the Property. The Seller also takes note that Abode Srl may charge the purchaser a commission.
(b) Abode Srl agrees that it will at the earliest opportunity inform the Seller if any such services are accepted by a person who makes an offer to buy the Property of which Abode srl has knowledge.
11. Retention of records
The Seller agrees that Abode Srl may retain its files relating to the prospective sale of the Property (whether or not a sale takes place) for a period of five years for the purposes of complying with its statutory obligations as to record keeping
12. Duration of instruction
The duration of our engagement is stated in our mandate. In the instance that no mandate has been signed our agreement will continue until termination by either party in writing. The period of termination upon receipt is 60 days.
13. Seller’s declaration and warranty
The Seller hereby declares that he/she/they is/are the legal and beneficial owner/s of the Property and/or that he/she/they has/have the authority to sell the Property.
The vendor declares and warrants that:
(a) The property is in full compliance with planning regulations and the cadastral plans, land maps and other registered details are correct.
(b) The property is free from persons (and things). In addition the services conform to the regulations in force and all documents of conformity are issued.
(c) In the case that documents are missing the Seller undertakes to acquire the said documents at their own cost within an agreed timeframe.
(d) If information is withheld from Abode Srl, or it transpires that the property is unsellable in its present form, Abode Srl have the right to terminate the sale of the property and seek compensation for the time and expense undertaken in marketing the Property.
(e) The vendor/s hereby authorise/s Abode Srl to use their personal data
Our instruction is governed by Italian law.