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Terms and Conditions

Terms and Conditions

Last updated: 28 September 2026

These Terms and Conditions (“Terms”) govern the provision of services by South West CPM Limited (“we”, “us” or “our”), a company registered in England and Wales under company number 16309531, whose registered office is at Bickland House, Bickland Water Road, Falmouth, Cornwall, England, TR11 4SB.

By instructing us, accepting a proposal or quotation, signing a service agreement or otherwise engaging our Services, you (“Client”, “you” or “your”) agree to be bound by these Terms.

These Terms should be read alongside any proposal, quotation, management agreement, service agreement or other written instructions agreed between us. If there is any conflict, the terms of the signed service agreement or other expressly agreed written terms will take precedence.

1. Definitions

  • Client: The person or organisation entering into an Agreement with South West CPM Limited for the provision of Services.
  • Services: The commercial property management, administration, coordination, consultancy and related support described in the Agreement.
  • Agreement: The applicable proposal, quotation, management agreement, service agreement, written instruction and these Terms taken together.
  • Property: The commercial property or properties to which the Services relate.
  • Confidential Information: Any non-public commercial, financial, operational, personal or property-related information disclosed by either party in connection with the Services.

2. Scope of Services

Subject to the scope agreed in writing, our Services may include:

  • Tenant and occupier management and communication;
  • Rent collection and arrears support;
  • Financial reporting and budget administration;
  • Service charge budgeting, administration and reconciliation;
  • Repairs and maintenance coordination;
  • Contractor and supplier coordination;
  • Property inspections and condition reporting;
  • Vacancy and void property management;
  • Compliance and health and safety coordination;
  • Lease administration and key-date monitoring;
  • Sustainability and environmental consultancy; and
  • Other commercial property management or consultancy services agreed in writing.

The precise scope, deliverables, exclusions and any service-specific arrangements will be set out in the relevant Agreement.

Unless expressly agreed otherwise, our Services do not include regulated legal, financial, tax, surveying, valuation, insurance or other specialist professional advice. Where such advice is required, the Client should appoint an appropriately qualified professional.

3. Client Obligations

The Client agrees to:

  • Provide complete, accurate and up-to-date information, documents, instructions and access reasonably required for us to provide the Services;
  • Respond promptly to requests for decisions, approvals or further information;
  • Cooperate with us and with any properly appointed contractors, advisers or suppliers;
  • Comply with all applicable laws, regulations, lease obligations and statutory requirements relating to the Property;
  • Maintain appropriate insurance cover for the Property and its use;
  • Notify us promptly of any material incident, defect, dispute, claim, enforcement action or change affecting the Property or the Services;
  • Ensure sufficient funds are available for approved expenditure, contractors, statutory costs and other property-related liabilities; and
  • Confirm that you have the legal right, authority and capacity to enter into the Agreement and to authorise us to act within the agreed scope.

We will not be responsible for delays, additional costs or losses resulting from incomplete, inaccurate or late information, instructions, access, approvals or funding supplied by the Client or a third party.

4. Fees and Payment

  • Our fees and any applicable expenses will be set out in the Agreement or otherwise agreed in writing.
  • Unless stated otherwise, fees are exclusive of VAT and any other applicable taxes.
  • Invoices are payable within 14 days of the invoice date unless a different payment period is stated in the Agreement.
  • The Client is responsible for approved third-party costs and reasonable expenses incurred in providing the Services.
  • Additional or unforeseen work outside the agreed scope may be charged separately, subject to appropriate authorisation where reasonably practicable.
  • If an invoice is disputed, the Client must notify us promptly, giving full details of the disputed amount. Any undisputed amount remains payable by the due date.
  • We may charge interest and recover reasonable debt-recovery costs on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, where applicable.
  • We may suspend some or all Services where an undisputed invoice remains overdue, provided we give reasonable notice where practicable.

5. Term and Termination

  • The Agreement will begin on the agreed commencement date and continue for any stated minimum or fixed term.
  • After any minimum or fixed term, either party may terminate the Agreement by giving one month’s written notice unless a different notice period has been agreed.
  • Either party may terminate the Agreement immediately by written notice if the other party:

    • Commits a material breach which cannot be remedied;
    • Commits a material breach which can be remedied but fails to remedy it within a reasonable period after receiving written notice;
    • Becomes insolvent, enters administration or liquidation, or is otherwise unable to pay its debts; or
    • Acts in a way that makes continued performance unlawful or creates a material health, safety, regulatory or reputational risk.
  • We may terminate or suspend the Services if the Client repeatedly fails to provide required instructions, access, approvals, information or funds.
  • On termination, all fees, expenses and other properly incurred sums up to the termination date will become due.
  • The Client must make reasonable arrangements for the transfer of records, keys, funds, contracts and ongoing matters. Additional handover work may be charged at the agreed or prevailing rate.

Termination will not affect any rights or obligations that arose before the termination date. Provisions intended to continue after termination will remain in effect.

6. Limitation of Liability

  • We will provide the Services with reasonable care and skill.
  • We will not be liable for losses caused by inaccurate, incomplete or delayed information or instructions supplied by the Client or a third party.
  • We will not be liable for the acts or omissions of contractors, suppliers, tenants, occupiers, professional advisers, public authorities or other third parties, except to the extent that a loss results directly from our failure to exercise reasonable care when selecting or instructing them within the scope of our Services.
  • We will not be liable for any indirect or consequential loss, or for loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation.
  • We do not guarantee any particular financial return, tenant outcome, contractor performance, occupancy level or uninterrupted provision of services at the Property.
  • Subject to the liabilities that cannot legally be limited or excluded, our total aggregate liability arising from or in connection with the Agreement will not exceed the total fees paid or payable to us under the Agreement during the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.

7. Insurance

We maintain professional indemnity insurance and public liability insurance appropriate to the nature of the Services we provide. Evidence of current cover is available upon reasonable request.

The Client remains responsible for arranging and maintaining all appropriate buildings, contents, property owners’, employer’s liability and other insurance required for the Property and its activities.

8. Confidentiality

  • Each party will keep the other party’s Confidential Information confidential and use it only for purposes connected with the Agreement.
  • Confidential Information may be disclosed to employees, contractors, advisers, insurers, professional representatives or authorities where reasonably necessary, provided an appropriate duty of confidentiality applies or disclosure is legally required.
  • This obligation does not apply to information which is already public through no breach of these Terms, was lawfully known before disclosure or is received lawfully from a third party.
  • These confidentiality obligations will continue for five years following termination of the Agreement, except where the information remains protected by law for a longer period.

9. Intellectual Property

  • Each party retains ownership of intellectual property it owned before the Agreement.
  • Unless otherwise agreed in writing, intellectual property in our methods, systems, templates, reports, documents and other materials remains owned by us or our licensors.
  • Once all relevant fees have been paid, the Client may use materials created specifically for the Client for the internal management and operation of the Property.
  • The Client may not sell, publish, reproduce, distribute, modify or commercially exploit our materials for another purpose without our prior written consent.

10. Data Protection

  • Each party will comply with its obligations under the UK GDPR, the Data Protection Act 2018 and other applicable data-protection legislation.
  • We may process personal data where necessary to provide the Services, manage the Agreement, meet legal obligations and pursue legitimate business interests.
  • Where one party processes personal data on behalf of the other, any additional data-processing terms required by law will be agreed separately.
  • The Client must ensure that it has a lawful basis for providing personal data to us and that all necessary privacy information has been supplied to affected individuals.

Further information about how we collect and use personal data is available in our Privacy Policy.

11. Artificial Intelligence and Technology-Assisted Tools

11.1 Unless otherwise agreed, in providing the Services we may use artificial intelligence, automation and other technology-assisted tools as part of our normal working processes, including to assist with administration, research, information organisation, document review, analysis and the preparation of correspondence and reports.

11.2 Such tools support, rather than replace, professional judgement. We remain responsible for the Services provided and apply appropriate human review to outputs which may materially affect advice, recommendations, decisions or other professional work.

11.3 We will use such tools with appropriate regard to confidentiality, data protection, information security and applicable professional requirements. Where the use of artificial intelligence materially affects a Client’s instruction, the Client may ask for further information, raise concerns regarding its use or request that it is not used for a particular aspect of the Services. We will consider any such request reasonably and explain where this would materially affect the scope, cost or delivery of the Services. Any specific consent required before private or confidential information is processed using such a system will be obtained where applicable.

11.4 Any concern regarding the use of artificial intelligence may be raised through our normal complaints and dispute-resolution arrangements. Information regarding any applicable professional indemnity cover in relation to such use is available on request.

12. Sustainability

  • Where relevant to the agreed Services, we may recommend practical measures intended to improve environmental performance, energy efficiency or sustainability.
  • Any recommendation will be subject to the Client’s approval, available budget, the condition and use of the Property, and any required specialist advice or statutory consent.
  • We do not guarantee that a recommendation will achieve a particular environmental rating, cost saving or regulatory outcome.

13. Third-Party Services

  • We may obtain quotations from, recommend, instruct or coordinate contractors, suppliers and professional advisers where this falls within our agreed authority.
  • Unless expressly agreed otherwise, any contract for third-party goods or services will be between the Client and the relevant third party.
  • The Client remains responsible for third-party charges and for approving work where approval is required.
  • We will take reasonable care when selecting and coordinating third parties but cannot guarantee their availability, performance or solvency.
  • We may receive a commission, referral fee or other benefit from a third party only where this is permitted by law and appropriately disclosed.

14. Force Majeure

Neither party will be liable for delay or failure to perform an obligation, other than an obligation to pay money already due, where the delay or failure is caused by circumstances beyond that party’s reasonable control.

Such circumstances may include severe weather, natural disasters, fire, flood, epidemic or pandemic, war, civil unrest, terrorism, industrial action, utility or communications failure, supply-chain disruption, government action or a change in law.

The affected party must notify the other as soon as reasonably practicable and take reasonable steps to reduce the effect of the event. If the event continues for a prolonged period and materially prevents performance, either party may terminate the affected Services by written notice.

15. Non-Solicitation

During the Agreement and for 12 months after it ends, neither party will knowingly solicit for employment or directly engage an employee of the other party who was materially involved in providing or receiving the Services, without the other party’s prior written consent.

This restriction does not prevent recruitment resulting from a general advertisement or campaign not specifically targeted at the other party’s personnel.

16. Dispute Resolution

If a dispute arises in connection with the Agreement, the parties will first attempt to resolve it promptly and in good faith through discussion between appropriate representatives.

If the dispute is not resolved, the parties may agree to refer it to mediation before commencing court proceedings. Nothing in this section prevents either party from seeking urgent injunctive relief, pursuing recovery of an undisputed debt or commencing proceedings where necessary to preserve a legal right.

17. Indemnity

The Client will be responsible for reasonable losses, liabilities, damages, claims, costs and expenses incurred by us to the extent that they arise directly from:

  • The Client’s material breach of the Agreement;
  • Inaccurate, incomplete or misleading information or instructions supplied by the Client;
  • The Client’s negligence, fraud or wilful misconduct;
  • The Client’s failure to comply with applicable law, a lease obligation or a statutory requirement; or
  • A claim by a third party resulting from an act or omission of the Client.

This indemnity will not apply to the extent that the relevant loss or claim was caused by our negligence, breach of the Agreement or wilful misconduct.

18. Severability

If any provision of the Agreement is found to be invalid, unlawful or unenforceable, that provision will be treated as modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the affected provision will be treated as deleted.

The remaining provisions will continue in full force and effect.

19. Governing Law and Jurisdiction

The Agreement and any dispute or claim arising from it will be governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, subject to any dispute-resolution procedure expressly agreed between the parties.

20. Variation

No variation to an existing Agreement will be effective unless it is agreed in writing by authorised representatives of both parties.

We may update these standard Terms from time to time. Updated Terms will apply to new Agreements and may apply to continuing Services where we give reasonable notice. No update will retrospectively remove rights or obligations which arose before it took effect.

21. Entire Agreement

The Agreement represents the entire agreement between the parties concerning the Services and replaces any previous discussion, correspondence, understanding or representation relating to the same subject matter.

Each party acknowledges that it has not relied on any statement or representation not expressly included in the Agreement. Nothing in this section limits or excludes liability for fraud or fraudulent misrepresentation.

A person who is not a party to the Agreement will have no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

22. Contact

Questions or notices concerning these Terms should be sent to:

South West CPM Limited
Bickland House
Bickland Water Road
Falmouth
Cornwall
England
TR11 4SB

Email: info@southwestcpm.co.uk
Telephone: 01872 301801