01Legal

Terms of business

The basis on which BPS Lettings operates and contracts with clients and landlords.

Draft pending solicitor review. These terms are provided for transparency but have not yet been reviewed by a qualified solicitor. Final terms will be published before any contracts are executed.

These terms of business govern the relationship between BPS Lettings Ltd (“BPS”) and any person or entity (“the Client”) that instructs BPS to source commercial property, and any landlord (“the Landlord”) that grants a lease to BPS.

1. The parties

BPS Lettings Ltd is a company registered in England and Wales (registration details to follow). BPS acts as a principal — not as a conventional letting agent acting on behalf of a landlord.

The Client is the occupier who instructs BPS to source and secure commercial property on their behalf.

The Landlord is the legal owner of the freehold or superior leasehold interest who grants the head lease to BPS.

2. The sub-letting model

BPS Lettings takes the head lease on commercial property in its own name and sub-lets the property to the Client. This is the fundamental basis of BPS’s operating model, and any Client instructing BPS expressly acknowledges this structure.

The effect of this structure is as follows:

The Landlord grants a head lease to BPS Lettings Ltd as tenant.
BPS grants a sub-lease to the Client as sub-tenant / occupier.
The Landlord and the Client have no direct contractual relationship with each other.
Rent under the head lease is the obligation of BPS; rent under the sub-lease is the obligation of the Client to BPS.
BPS is responsible for the head-lease covenants including dilapidations at the end of the head lease term.

BPS does not act as agent for the Landlord. BPS contracts as principal. This structure is disclosed prominently on all BPS communications and must be understood before any instruction is accepted.

3. Instruction and fees

3.1 Client instruction

A Client instructs BPS by submitting a property requirement. BPS will use reasonable endeavours to source property meeting that requirement. No fee is payable by the Client until a sub-lease is agreed and executed.

3.2 Fee basis

BPS’s fees are agreed in writing before exchange of any sub-lease. The fee structure, quantum, and payment terms will be set out in the heads of terms or a separate fee letter. Fees are inclusive of VAT unless stated otherwise.

3.3 Landlord fees

Where BPS sources a property in response to a landlord’s instruction to let, a letting fee may be agreed with the Landlord separately. In all cases, BPS will disclose any dual-fee arrangement to both parties.

4. Agency basis and fiduciary duties

BPS is instructed by, and acts in the interests of, the Client (occupier). BPS does not owe fiduciary duties to the Landlord in sourcing transactions. Where BPS holds a head lease, it acts as principal — not as agent — in its relationship with the Landlord.

BPS will disclose any material conflict of interest in writing before proceeding with any transaction.

5. Liability

BPS will exercise reasonable skill and care in sourcing and negotiating property transactions. BPS does not guarantee that any particular property will be available or that heads of terms agreed will result in an executed lease.

BPS’s liability to the Client in respect of any claim arising from these terms is limited to the fees paid by the Client to BPS in the twelve months preceding the event giving rise to the claim. BPS excludes liability for indirect or consequential loss.

Nothing in these terms limits BPS’s liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

6. Confidentiality

BPS will treat Client requirements as confidential. Requirements may be published on the BPS website in anonymised form to attract offers from Landlords — personal or identifying details will not be disclosed without consent.

7. Governing law and jurisdiction

These terms are governed by the law of England and Wales. Any dispute arising from these terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

8. Contact and complaints

Any question or complaint regarding these terms should be directed to hello@bpslettings.com. BPS operates a formal complaints procedure, details of which will be provided on request.