Scheme Rules

1. Eligibility

Party Wall Escrow accounts are available to all Building Owners in England and Wales. When we refer to "you" in these terms, we are referring to the Building Owner, whether they are a corporate body, individual or more than one individual.

In order to open a Security for Expenses account:

1. You must have a signed Party Wall Award that:
   1. contains a requirement for you to deposit sums in an escrow account (sometimes referred to as depositing "Security for Expenses" (the 'Security');
   2. sets out the terms upon which the Security may be released; and
   3. denominates the Security in pounds sterling.
2. The conditions for the release of the Security must not yet have been satisfied.
3. You must be able to deposit the Security in pounds sterling from a bank account held in your name.

2. Compliance

1. The first time you open a Security for Expenses account with us, you will need to provide compliance information, giving us information about you, and also the Party Wall Award.
2. The personal (Individual KYC) or company details (KYB) that you will need to provide are set out below.

a) Individuals

If you are registering as an individual ('Individual KYC'):

1. Proof of your identity (including your full name and date of birth); and
2. Proof of your current address.

b) Corporate Entities

If you are registering as a corporate entity ('Corporate KYB'):

1. Proof of your incorporation and ongoing existence;
2. Proof of your current constitution;
3. Details of your corporate structure;
4. Proof of your current directors;
5. Proof of your current ownership structure;
6. Details of your jurisdictions of operation;
7. Details of the nature of your business;
8. For each director, trustee, protector, beneficiary and/or individual Beneficial Owner, Individual KYC; and
9. For each corporate trustee, corporate director and corporate Beneficial Owner, Corporate KYB.

You will only need to provide Individual KYC and Corporate KYB the first time you open a Security for Expenses account.  Thereafter, you will only need to provide a copy of your Party Wall Award to open an account in future.

Transactions

We must be satisfied that any deposit made by you, or payment made by us, complies with all applicable anti-money laundering, sanctions and other laws and regulations and our own anti-money laundering policies.

We shall not be liable or responsible for any failure to take, or any delay in taking, any action which in our judgement may:

1. be contrary to any provision of these terms or any court order or any anti-money laundering or other laws or regulations or any of our own anti-money laundering or other risk management policies; or
2. expose us to any liability or expense against which we have not been indemnified and secured to our satisfaction.

Equally, we shall not be obliged (or instruct our bankers to make) any payment from the Security for Expenses account other than from immediately available cleared funds, or to take any action to the extent that if we took it that would leave the Security for Expenses account overdrawn.

3. Account Rules

Operation of the Security for Expenses account

1. Your interest in the Security is fiduciary as trustee for the purposes as set out in these terms (but without the obligation to invest), with effect from the date upon which you deposit the Security until it is released under the terms of the Party Wall Award.
2. You will not be able to make withdrawals from the Party Wall Escrow account other than as contemplated by the Party Wall Award, or as otherwise directed or approved by the relevant surveyors under the terms of the Party Wall Award.
3. All payments to the Security for Expenses account shall be made in pounds sterling from a UK bank account held in your name.

Segregation, Safeguarding & Interest

1. We shall not be responsible for investing the Security in any particular way other than separated and segregated from our own trading funds.
2. No interest shall be payable on the Security.
3. We shall not be required to determine or dispute the rate or amount of any interest, charges, fees, costs, or expenses paid or levied by our bankers or any other tax or other liabilities relating to the Security.

DOS & Co. (us)

1. Our responsibilities are administrative only. We shall:
   1. hold the Security in the Security for Expenses account as stakeholder on these terms; and
   2. transfer and otherwise deal with the Security only on these terms.
2. We may accept and rely without enquiry on any instruction which appears on its face to be signed by you or on your behalf.
3. Without limiting the foregoing, we shall not be responsible for ascertaining:
   1. whether any amount we are asked to pay has been correctly calculated or or is properly payable; or
   2. whether an instruction has been properly executed or validly authorised.
4. We shall have only those duties, obligations and responsibilities set out in these terms and shall have no implied duties, obligations or responsibilities. In particular, we are not bound by the Party Wall Award or any other agreement, arrangement or understanding between the Building Owner and the Adjoining Owner or any other party, nor shall we be treated or deemed as having actual, constructive or implied knowledge of any of the terms of the Party Wall Award or any such other agreement, arrangement or understanding.
5. We may resign our appointment as escrow agent under these terms at any time on the giving of at least 40 Business Days' prior notice to you.
6. If at any time we are uncertain as to our duties, obligations or responsibilities under these terms, or we receive instructions, claims or demands which in our opinion conflict with each other and/or with any provision of these terms:
   1. we shall be entitled to hold the Security and to refrain from taking any action until we receive:
      1. a joint instruction from you and the Adjoining Owner in terms satisfactory to us;
      2. an instruction from the Third Surveyor; or
      3. an order of an English court or other tribunal binding on us, following which we shall deal with the Security in accordance with such instruction or order.

Closure of the Party Wall Escrow account

1. We will close the account whenever the first of the following occurs:
   1. confirmation from any two of the three surveyors named in the Party Wall Award or, in the event of a dispute, from the Third Surveyor acting in accordance with section 10 of the Party Wall Act; or
   2. confirmation from all of the parties to the Party Wall Award that the escrow arrangements are no longer required.
2. We will return the balance of the Security for Expenses account, less any relevant Fees, to you within 5 Business Days.

4. Fees

Account Fees

Our Security for Expenses accounts carry no account fees.  There are no hidden fees for compliance, due diligence, changes to your bank account, bank charges, fees charged as a percentage of the Security sum, or the like. Our accounts are 100% funded by the interest, if any, we receive on the Security while we are holding it.

Dispute Fees

The only time we may charge you a fee is if we are required to participate in any dispute (the 'dispute fee'). This is because we have based our fee-free product on a known scope of work and amount of time and resource which relates specifically to the operation of the account under these standard terms. We shall be deemed to 'participate' in a dispute if we are asked by you or any other party to provide any information other than:

• confirmation of the amount held on deposit,
• details of all transactions made into or from the Party Wall Escrow account; or
• confirmation that we continue to hold Security or how much we hold.

We will provide this information free of charge at any time on reasonable request.

At the date of writing these terms, we have never actually had to charge fees for our participation in a dispute. The dispute fee is presently £565/hr +VAT.

You irrevocably authorise us to withdraw from the Security for Expenses account for our own account and benefit, without further instruction or consent, any dispute fee.

5. Liability & Indemnity

Limitation of Liability

Our total liability to you under or in connection with our holding of your Security, including but not limited to our liability in contract, tort (including negligence), misrepresentation, restitution, and statutory liability shall be limited to the value of the Security we may hold from time to time in the Security for Expenses account in respect of which our liability arises.

We shall not be liable for any failure or delay in the performance of any of our duties arising (in whole or in part) from circumstances beyond our control, including civil disturbances, acts of terrorism, natural disasters, loss or disruption to utilities, sanctions legislation, or any failure of computer or other electronic services or systems.

We shall not be liable or responsible for any delay or failure on the part of our bankers in receiving or executing our instructions, nor shall we be liable or responsible for:

1. Any loss or damage suffered by any person in connection with any fraud, negligence, default or other act or omission on the part of our bankers or any other person;
2. Any indirect or consequential loss.

Nothing in these terms shall limit any party's liability for fraud or wilful default (or that of their directors, servants or agents), or any other liability that may not be limited by law.

Indemnity

In consideration of being offered the opportunity to hold your Security free of charge, you agree to indemnify us and our directors, servants and agents, on demand, against all claims, demands, actions, proceedings, costs, expenses, liabilities, damages and losses (including all interest, penalties and legal and other professional costs and expenses, together with our fees and expenses) which we may suffer or incur, on the full indemnity basis, arising out of or in connection with our holding of the Security under these terms ('losses'). This indemnity shall not apply to losses to the extent that they are caused by or attributable to our wilful default or fraud, or that of any of our directors, servants or agents.

6. Disputes

If a dispute arises out of or in connection with the application of these terms or the performance, validity or enforcement of them (a 'Dispute'), then you and we agree to follow the procedure set out below:

• Any party shall give to all others written notice of the Dispute, setting out its nature and full particulars (a 'Dispute Notice'), together with relevant supporting documents. The parties will attempt, in good faith, to resolve the Dispute promptly through negotiation in person or between representatives of the parties who have authority to settle.
• If those negotiations are, for any reason, unable to resolve the Dispute within 21 days, the dispute shall be referred to mediation in accordance with the London Chamber of Arbitration and Mediation ('LCAM') Model Mediation Procedures. Unless otherwise agreed between the parties, the mediation will start not later than 35 days after the date of the Dispute Notice.
• If the Dispute is not resolved within 42 days of the Dispute Notice, the Dispute shall be finally resolved by arbitration in accordance with the LCAM Expedited Arbitration Rules. The arbitral tribunal shall be composed of one arbitrator. The language of any arbitration or mediation shall be English.  The seat of any arbitration shall be London.

The law of this arbitration agreement shall be the law of England and Wales.

Definitions

Adjoining Owner: the party named as such in the Party Wall Award.

Building Owner: the party named as such in the Party Wall Award, 'you'.

Business Day: a day that is not a Saturday, Sunday or public holiday in England, when the banks in London are open for business, other than any day between (and including) 24th December and 2nd January.

Party Wall Act: The Party Wall etc. Act 1996.

Third Surveyor: the party named as such in the Party Wall Award.