10 clauses of the SPA we amend before signing

Very often the SPA (sale and purchase agreement) is signed at the worst possible moment: when the property has already been chosen, the reservation fee is “burning”, and the sales manager says “this is our standard contract, we don’t change it”. At this stage the buyer loses more money than in any negotiation over price. Below are the 10 clauses we amend before signing. We calculate and check what the contract usually spells out in the developer’s favour.

Why this matters right now

The market is growing fast. Building permits across Cyprus in 2025 were issued 42.7% above the previous year. In the Paphos new-build market in 2025 there were 3,567 contracts, of which 2,363 went to foreigners (66.2%). When a developer sells faster than it builds, the contract becomes one-sided: deadlines are “estimated”, there are no penalties, and payments are tied to the calendar rather than to construction stages.

The second reason is that money is getting more expensive inside the property itself. The construction materials index is holding at 118.8 against the 2021 base, while Paphos apartments rose over the year from 111.4 to 126.5 on the Central Bank index (2025Q4 vs 2024Q4) — plus 13.6%. Every month of delayed handover is your lost rent and someone else’s revaluation of your own property.

1. Completion date — a specific date, not “estimated”

“Estimated completion” (yes, that happens) without a date is not a deadline. Ask for a fixed completion date and a separate date for handover of the keys. Anything beyond that is a grace period (a reasonable allowance), but it too must be expressed in days, not “within reasonable limits”. We consider up to 2-3 months adequate.

2. Delay penalty — with a formula and a cap

The clause developers remove first. For each month of delay after the grace period — a fixed amount or a percentage, applied automatically, without “proof of loss”, with the option to offset it against the final payment. Without an offset mechanism the penalty turns into a right to litigate. We recommend discussing the amount and the wording with a lawyer. The market rent of a comparable unit is usually considered reasonable.

3. Payments tied to stages, not to the calendar

Each instalment against a confirmed stage (foundation, frame, roof, plastering, finishing), certified by an independent person (usually the project’s lead architect). If the payment plan runs by dates, you are financing the construction regardless of whether it is moving or standing still.

4. Bank guarantee on your payments

Off-plan you pay for something that does not yet exist. A bank or insurer guarantee for the return of what you have paid in case of non-performance is the most expensive clause for the developer and the most valuable one for you. If no guarantee is offered, that immediately tells you something about the financial stability of the project. Incidentally, the rate on a bank guarantee is reasonable (around 1.5-2% per year on the guaranteed amount) and it falls on the buyer. But it is a 100% justified cost.

5. Deposit of the contract at the Land Registry — immediately

Registration of the contract with the DLS is your basic protection. The agreement must set out the filing deadline, the developer’s duty to assist and the consequences of delay. It is this registration that gives you the right to demand specific performance, not just the return of your money.

6. Encumbrances and mortgage waiver — before the first payment

The key question: is there a developer’s bank mortgage over the land or the project. You need written confirmation of the status and an undertaking from the bank to release your unit from the encumbrance before the title deed is transferred — with a stated deadline.

7. Deadline for the title deed / final approval — with liability

Developers usually accept no liability for the timing of title deed issuance. Some of the more responsible ones simply help buyers with it. But we recommend tying part of the contract sum (for example EUR 10,000) to obtaining final approval. This is an important document for you, and the developer can influence it.

8. Specification — an annex to the contract, not a brochure

Brands, models, material classes, thicknesses, energy class, areas with the measurement methodology (internal / covered / veranda). The right to substitute — only for an “equivalent or better”, with your written consent. Without this annex, snagging turns into an argument about taste.

9. Snagging and retention — the mechanics of acceptance inside the SPA

Acceptance works only when it is set out in advance. The contract needs: the right to inspect before the final payment, a deadline for rectifying defects, retention of part of the sum until they are closed, and a snagging period after moving in.

10. Exit: assignment, force majeure and termination

The right to assign the contract before receiving the keys — with a clear procedure and a predictable developer fee; a definition of force majeure without wording such as “delays by contractors and suppliers” (that is not force majeure, it is the developer’s operational risk); symmetrical grounds for termination. Asymmetry here is standard: the developer gets termination and retention of the reservation fee, the buyer gets nothing.

Personal advice

Negotiate over the clauses of the contract, not only over the price. A 2% discount on €400,000 is €8,000, once. A delay penalty and a bank guarantee are worth more — and they work throughout the whole construction period. We often trade differently: we agree on the price and take the terms.

And the second point: the lawyer is hired by the buyer, not by the developer and not by the agent. The local mortgage buyer is back in the market — 2025 recorded the highest level of residential mortgage lending since 2010. When a bank enters the deal, a weak SPA also costs you time on financing.