s. SIL may notify the Agent to remove any Logo from its website or any marketing material at any time and the Agent shall comply with such request within one (1) day;

t. It will always maintain registration with The Property Ombudsman or The Property Redress Scheme and will adhere to the relevant codes of practice as set out by The Property Ombudsman or The Property Redress Scheme and will provide evidence of its registration as and when requested by SIL.

u. The Agent grants SIL and the Group a non-exclusive, royalty-free, perpetual licence to copy, reproduce, display, sell, publish, adapt, and otherwise use the Content or data or other information derived therefrom for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom). This licence shall survive termination of the Contract. The Agent agrees that SIL and any Group Company may, but shall not be required to, identify the Agent as the source of the Content on the Website(s) or in any other medium through which the Content or any derivative thereof is published or displayed.

4. SIL:

a. may in its absolute discretion, at any time and without notice to the Agent remove, cause to be removed or decline to display any Content on the Website(s);

b. may without prejudice to SIL’s right as set out in (a) above, require the Content to be amended at any time if SIL considers or has reason to believe that the Agent is in breach of the Contract or any applicable law or regulation or where it deems in its absolute discretion the Content to be of poor quality in terms of presentation, information provided or otherwise.

5. The Agent acknowledges and agrees that:

a. it will continue to be bound by these Agent Terms and Conditions irrespective of whether (a) the individual who has signed and/or agreed to Agent Terms on its behalf subsequently ceases to be employed or otherwise engaged by Agent or subsequently ceases to be authorised to act on behalf of Agent, or (b) the whole or substantially whole of Agent’s assets are sold or transferred to a different legal entity;

b. neither SIL nor any Group Company shall be under any obligation to monitor or censor the Content that appears on the Website(s) but SIL reserves the right for itself (and the Group) to do so;

c. neither SIL nor any Group Company is responsible for any errors or omissions in any Content;

d. as part of the Services Agent may be provided with access to data including that derived from the Content and data provided by SIL’s other Agents and other third parties. SIL takes reasonable care to ensure that such data is accurate and up to date but makes no representation or warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by an Agent as, comprehensive but an aggregation of the content and data available to SIL at the time of provision and available to Agent;

e. technological failure may impede the provision of the Services or prevent access to all, or any part of the Content displayed on the Website(s), or to the Upload Systems. SIL makes no representation or warranty that the Website(s), the Services, the Content, or the Upload Systems will be always accessible or available, or that the whole or any part of the Website(s), Services, the Content or Upload Systems will be free from error. While SIL will make reasonable endeavours to notify Agent in advance, it may suspend temporarily or alter the operation of the Website(s), Services, or the Upload System without notice to Agent;

f. it is responsible for and will pay all telecommunications and internet access charges incurred by it when using the Website(s);

g. transmission of data over the internet can be subject to delays and errors and can cause corruption of data for which neither SIL nor any Group Company shall be responsible.

h. that any relationship between the Agent and an Investor shall be governed by the Agent and Investor Terms of Business and no other legal terms shall apply; unless Agent has purchased Compliance Vault and is transacting with an Investor outside of the Platform by which the Compliance Vault Agent and Investor Terms of Business shall apply instead and no other legal terms shall apply;

i. Photographs uploaded must be of high quality and the Agent will promote a professional look and feel in their Content;

j. in providing the Services, and in order to provide information of other SIL products and services, SIL and the Group Companies may, unless otherwise agreed in writing by SIL and Agent, contact Agent by electronic means, including e-mail and other electronic media. Agent shall maintain a valid working email address and shall immediately notify the Company of any change of email address(es);

k. it shall for the duration of the Contract, take reasonable steps to promote the Website(s) and display the Certified Logo provided by SIL at its premises, provide a link on its website to the Website(s) and include the Certified Logo in its sales and advertising materials. For the purpose of carrying out these obligations only, SIL grants Agent a non-exclusive licence for the duration of the Contract to use, display and copy the Certified Logo, SIL name and any trade or services marks used by SIL, or the Group and copyright (or other intellectual property rights) contained in marketing material;

l. all intellectual property rights in the Services, the technology supporting the Services (including the Upload System) and the Website(s) vest in SIL and/or its licensors/sub-contractors and that Agent has no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract; and

m. it shall not contact or deal with SIL suppliers and/or any affiliate or subsidiary or parent undertaking thereof in any manner whatsoever with a view to sourcing Investors and/or buyers for any property which forms part of the Content uploaded by it on to the Website(s).

n. where the Agent is charging sourcing fees, the Agent will act as the Customer’s retained buy side Agent for the acquisition of Property identified as being of interest to the Customer and as displayed on the Sourcing Investments website and, for these such services, will be paid the sourcing fee shown in the Full Investment Details. The Agent will use all reasonable care and skill in providing its services. In particular, the Agent will:

i) negotiate with the Seller, developers and/or estate agents with regard to the purchase price of the Property;

ii) fully disclose if the Agent, or any of their representatives, or associates, has any interest in the purchase (for example, through ownership of an interest in the Property), or will derive or receive any other benefit from the transaction, or from, or related to, the Property after the transaction; and,

iii) consult with and advise the Customer during the period up to the completion of the purchase of the Property and liaise with the relevant parties associated with the Property project in order to deliver the expected outcome as described in the Full Investment Details.

o. Agents will not hold an Investor’s monies, including renovation and building costs or associated monies unless providing a client money protection scheme.

p. Agent will agree to refund fees in relation to any TPO or PRS claims against them where they have lost the complaint.

q. Agent will ensure that the Investor’s monies are never held in the day-to-day trading accounts of either Agent or the contractor but are protected and separately identifiable. If the Agent does not have an independent client account, the Agent agrees to use Sourcing Investments Escrow Account and use all the required Sourcing Investments contracts and process requirements.

r. Agent shall not, during the term of the Contract and for a period of 1 year after termination, set up or have any interest in any business that competes with SIL in the UK and/or internationally;

s. Any third party, purporting to act as agent for or on behalf of a prospective Agent, contracting with SIL for the provision of Services warrants and represents that it has the full and valid authority of that prospective Agent to bind it with SIL and, to the extent that:

i) the third party exceeds its authority, and/or

ii) the prospective Agent refuses to pay any Fees or charges,

iii) that third party shall be liable, on an indemnity basis, for all Fees and any other charges due hereunder.

iv) Agent shall not publish, disclose, reproduce, or create any derivative works from any information obtained pursuant to Agent’s use of the Services unless expressly agreed in writing by SIL.

6. Compliance Vault

a. Any Agent purchasing Compliance Vault directly will be contracted to SIMS Sourcing Ltd only. Additionally, SIMS Sourcing Ltd will be contracted to Investor(s) using the SIMS Sourcing Ltd approved Investor contract and onboarding documentation(s) only.

b. SIMS Sourcing Ltd will where possible at a reasonable rate arrange appropriate professional indemnity insurance to provide cover for the duties it agrees to undertake for an Investor, under Agent and Investor Terms of Business. SIMS Sourcing Ltd will obtain a waiver of subrogation rights, meaning that where you, the Agent, undertake such duties on SIMS Sourcing Ltd.’s behalf, if a professional indemnity claim arises from the same, SIMS Sourcing Ltd professional indemnity insurers will not look to recover their losses from you, the Agent.

c. The Agent shall be regarded as an employee of SIMS Sourcing Ltd but only in respect of professional business undertaken for or on behalf of SIMS Sourcing Ltd, subject to the following:

i) On the first working day of every quarter, the Agent must submit/ complete and provide full information for the risk management process and are aligned with the Statements of Fact document (clause 21) provided by the Insurer. And must notify of any potential issues on any property transaction. If this is not adhered to, then the Agent will waiver all rights and contractual cover under Compliance Vault. And will be in breach of compliance regulations from HMRC, PRS and ICO, and will not have any professional indemnity insurance, which means they will be operating illegally in accordance with UK Property sourcing compliance regulations. SIMS Sourcing Ltd will be obligated to report any breach of compliance to the appropriate organisations.

ii) The Agent is required to follow HMRC AML processes when engaging with any Investor and must keep a copy of all Investor Onboarding and AML documentation. It is recommended that Agent use Veriphy for AML checks of Investors.

iii) If the Agent suspects or has any concerns over AML (Anti Money Laundering) or KYC (Know Your Client) checks on any investor/client, or any potential issues or claims on a deal in progress that could result in an insurance claim against the Agent, they must report these potential or ongoing issues immediately to the CV team, otherwise they may be jeopardising their Compliance Vault cover.

iv) If the Agent makes a claim through their professional indemnity insurance, they will be responsible to pay the Excess for any successful claims.

v) The Agent will be liable to pay anyfor the £2100 fees if a complaint is made through the PRS Membership

vi) TheIf the Agent works with Investors off the website, they must use and keep detailed records of the approved Client Onboarding Documentation which can be found in the Agent Compliance Vault Dashboard of the website, and AML processes as required by Compliance Vault. At any point in time, the Agent may be required to present the documentation for inspection. The Agent must comply and supply all information with any request within 3 working days of that request by SIMS Sourcing Ltd or the Insurance Broker or Insurer.

vii) If the Agent has chosen the option to pay the annual fee upfront, for the Compliance Vault, it must be paid in full and on time each year, otherwise, the Agent agrees to forfeit all legal and professional indemnity cover provided by SIMS Sourcing Ltd under The Compliance Vault product.

viii) The Agent must confirm compliance with the Statement of Fact at all times, and in the event of a potential breach or issue, must inform and contact CV teamSIMS Sourcing Ltd, the insurance broker and the insurer.

xii) The Agent must adhere to and follow the Agent and Investor Contract within the scope of the services you are providing. In the event of a breach by Agent, the waiver of subrogation may not apply and clause 6.c xiii) will apply.

xiii) here the waiver of subrogation does not apply, insurers shall have the full rights of subrogation and may pursue a claim against the Agent, subject to the Terms of this Contract. The waiver of subrogation will not apply where such claim or liability results from any act or omission on the Agent’s part which is dishonest, fraudulent, criminal, or malicious. This may include breaching the contractual terms in this contract and/or your obligations under the Agent and Investor Terms of Business contract.

7. Fees

a. Fees (plus VAT and any other taxes or duties thereon) and any other charges due hereunder shall be paid by the Agent in accordance with these Agent Terms and Conditions and Agent Commercial Terms as shown on the Website from time to time.

b. If SIL (or any Group Company as SIL may determine) invoice the Agent in advance, and the invoice shall become payable immediately on the invoice date. The Agent shall pay the Fees to SIL by credit or debit card or direct debit (or by such other method as may be agreed in writing by SIL) on the due date, to such account as SIL may from time to time advise. Where payment is to be made by credit or debit card or direct debit the Agent hereby authorises SIL (or a Group Company on its behalf) to collect the payment and/or charge the relevant credit or debit card on the due date. Where an Agent pays SIL by credit or debit card, if a credit or debit card provided to SIL expires or is cancelled, the Agent shall, within 1 (one) Working Day of such expiry or cancellation, provide SIL with details of an alternative credit or debit card.

c. Due to its nature, the product is non-refundable once the Agent has purchased the compliance vault product, neither will the Agent have the option to pause their compliance cover during the 12-month period after purchase.

d. If the product is purchased using any 3rd party finance company (e.g., Payl8er or Premium Credit) the Agent and/or the directors of the Agents company will be personally liable to complete any payment terms agreed. If the company or the individual default on any payments, then they will be required to pay the balance due to Sourcing Investments Ltd or SIMS Sourcing Ltd within 7 days of the default payment. If this is not executed within 7 days of the payment default, then the company and individuals associated with the company will be personally liable for the balance owed and will be pursued through the small claims court process.

e. If you purchase through a 3rd party finance company, you will need to allow 147 days before you are compliant which covers the standard 14 days cooling off period if you decide to cancel under the Consumer Act 2015. If you chose to cancel within this time frame then must pay any interest to the finance company owed.have financed the amount borrowed . In the meantime, the Agent needs to:

i) provide a company profile (proof of company address, photo ID etc)

ii) make your first payment/deposit to the finance provider

iii) have a call with your Sourcer Manager, to discuss your CV cover

g. If the Agent makes a claim through their Compliance Vaults professional indemnity insurance, they will be responsible to pay the £2,500 Excess for each successful claim.

h. The Agent will be liable for the £200 fee if a complaint is made through their Compliance Vault PRS Membership.

i. If the Agent fails to pay any amount due to SIL (or any Group Company) by the due date for payment, then:

i) SIL, on behalf of itself and the Group, reserves the right to charge interest on any outstanding amounts at the rate of 4% per month above HSBC Bank PLC base lending rate in force from time to time, or such higher amount as may be permitted by statute from the due date until settlement of the outstanding sums or discharge of the debt; and

ii) without prejudice to any other right or remedy available to SIL, SIL shall be entitled to terminate the Contract or suspend the provision of the Services and remove any reference or prevent access to the Content submitted to the Website(s), without notice to the Agent and until payment of all outstanding Fees is made in full;

iii) SIL reserves the right to charge the Agent its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).

j. SIL reserves the right to require the Agent to pay a deposit before making the Services available to the Agent. If a deposit is required, it shall be repaid by SIL to the Agent on termination of the Contract, subject to SIL being permitted to offset any amounts due from Agent under the Contract against any such deposit repayment.

k. SIL reserves the right to charge a monthly administration fee of £5 plus VAT on any account where payments are not made by credit or debit card.

l. SIL reserves the right to charge any Agent an administration fee of £250 if having terminated one Contract with SIL, they wish to enter into another Contract with SIL or the Group within 12 months of the termination.

m. SIL does not guarantee the quality or quantity of any Investors who contact the Agent via the Website(s) it provides to registered Agents. No refunds or credits will be given by SIL for the failure of the display of content on the Website(s) resulting in the sale of, or any interest in the purchase of any properties or investment opportunities displayed by an Agent.

n. Without prejudice to the generality of clause 7, SIL reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days written notice to the Agent. Any services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.

o. For those Agents who have purchased the sourcing deal training package through RSIG, the training fee (less the CV product) is managed with RSIG and can be discussed directly with their team.

8. Liability

a. All warranties, conditions, representations, or other terms implied by statute or common law in relation to the Website(s) and any Services provided to Agent by SIL (or any Group Companies) are excluded to the fullest extent permitted by law.

b. Neither SIL nor any Group Companies shall be liable to Agent under, or in connection with, the Contract for any loss of business, contracts, profits, anticipated profits, savings, or data, or for damage to hardware and software, or for any indirect, special, or consequential loss or damage whatsoever.

c. Except as provided in clause 9.d, the total liability of SIL and the Group to Agent for loss or damage under or in connection with the Contract (including any liability for negligence on the part of itself, its directors, employees, agents or assigns) shall not exceed the aggregate amount of Fees (exclusive of VAT) paid by Agent in the three months immediately preceding the month in which Agent incurred the loss or damage occasioning such liability to SIL or any Group Companies.

d. Nothing in the Contract shall exclude or limit liability for death or personal injury resulting from the negligence of SIL or the Group or for fraud or any other liability that cannot be excluded or limited by law.

e. Neither SIL nor any Group Company shall be liable for any liability caused by the Agent’s breach of the Contract.

f. Neither SIL nor any Group Company shall be liable to the Agent for any liability of whatsoever nature incurred as a result of the Agent using, altering or manipulating any data provided by SIL or changing the manner in which such data is represented.

g. The Agent accepts full liability for and shall indemnify SIL (and the Group) on demand against any and all claims, losses, damages, costs and expenses (including reasonable legal and other professional fees) incurred by SIL (and the Group) in relation to any third party claim arising from the Content or misuse by Agent of the Services or as a result of any conduct of the Agent (whether in breach of the Contract or otherwise) which results in damage to the reputation of SIL or its Investors or customers (except to the extent that the foregoing results directly from the negligence of SIL or any Group Company). The indemnity contained in clause 8.g is without limitation or prejudice to any other remedy which may be available to SIL and SIL reserves the right to choose to pursue Agent in any manner which it sees fit.

h. The Agent agrees that Clause 8 is fair and reasonable.

9. Confidentiality

a. SIL and the Agent agree to keep any and all Confidential Information that is obtained about the other strictly confidential. “Confidential Information” means any information or matter concerning the business, finances, technology, or affairs of the other party which is not in the public domain (other than by breach of this clause) but shall not include any information that either party is required to disclose by law, or which has come into the public domain other than by breach of this clause. This clause shall survive termination of the Contract.

10. Term and Termination

a. This Agreement shall commence in accordance with clause 2 and shall continue unless terminated in accordance with this clause 10.

b. Following the commencement of this Agreement, this Agreement shall continue until the Agent serves 30 calendar days written notice SIL or SIL serves notice to terminate in accordance with clause 10, or the Agents Compliance Vault Product has expired, whichever happens first.

c. SIL shall be entitled to terminate the contract by serving at least 30 calendar days written notice on Agent at any time.

d. During the notice period the Agent will have full site functionality, will be able to upload new Content, and must continue to use the Business Conversation Area.

e. Once the notice period is complete, partial access will be provided to the Agent where relevant, in that the Agent will be permitted to continue with the live deals in the Business Conversation Area and must continue to use this. All Content and properties previously uploaded to the Website will be removed.

f. Once any remaining live deals are concluded, all access will be closed. Copies of conversations in the Business Conversation Area will be made available on request.

g. If any offers are accepted before or during the notice period but investments have not been completed and are still in progress, the Agent can and must continue to use the Website in accordance with these terms.

h. Either party may terminate the Contract immediately upon written notice to the other party if the other party;

i) commits any material or persistent breach of the Contract (or in the case of an Agent, and/or Agent Code of Conduct (and whether a breach of Agent Code of Conduct has occurred shall be at the absolute discretion of SIL)) and, in the case of breaches capable of remedy, that other party fails to remedy the same within 14 calendar days of receipt of a written notice giving particulars of the breach and requiring it to be remedied; or

ii) has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administrative order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors or is unable to pay its debts as they fall due; or

iii) if the other party is subject to a Force Majeure Event that continues for longer than one month.

i. Without limiting any other rights contained in these Agent Terms and Conditions, SIL (or any Group Companies on its behalf) may immediately terminate the Contract if the Agent commits any breach of the terms of the Contract.

j. Without limiting any other rights contained in these Agent Terms and Conditions, SIL (or any Group Companies on its behalf) may immediately terminate the Contract if any act or omission of the Agent in the reasonable opinion of SIL diminishes the relationship between the Agent and SIL or any Investor or the reputation of SIL.

k. Without limiting any other rights contained in these Agent Terms and Conditions, SIL (or any Group Companies on its behalf) may immediately suspend the provision of the Services or access to or temporarily remove any Content from the Website(s) (or cause any of those things to occur) if the Agent breaches any terms of the Contract.

l. SIL shall be entitled to notify any Investors or other Agents of the termination of this Contract and any reason for termination.

11. Effect of Termination

a. On termination of the Contract for whatever reason:

i) all Fees and any other sums due from the Agent to SIL (or any Group Companies) shall immediately become payable and the Agent shall immediately pay SIL such sums in full; and

ii) the licences referred to in clause 4.d shall immediately terminate; and

iii) the Agent shall immediately cease using the Services and permanently delete any access passwords for the Services or the Upload Systems. SIL may at its absolute discretion enable the Agent to have limited access to the Website to complete any properties which are under offer with Investors but have not been completed.

b. Termination or suspension shall not affect the accrued rights or liabilities of SIL, any Group Companies, or the Agent, nor, in the case of termination, any provision of the Contract which is expressed as surviving the Contract, or which is required to survive the Contract to give effect thereto.

c. Any Content uploaded by the Agent to the Website prior to termination shall, at the absolute discretion of SIL, remain on the Website. SIL may continue communicating such Content to any of its business contacts. Any property transactions that have commenced through the Website prior to the termination of this agreement shall (at the request of SIL) be concluded exclusively on the Website.

12. Force majeure

Neither SIL (or any Group Companies) nor Agent, shall be liable for any delay or non-performance under the Contract caused by a Force Majeure Event, provided that the party affected gives prompt notice in writing to the other party of such event and uses reasonable endeavours to continue to perform its obligations under the Contract.

13. Data Protection

The Agent, and subject to clause 11.b SIL, shall comply with the DPA and any subsequent legislation in relation to the use of Personal Data obtained from users of the Website(s), shall only use that Personal Data for the specific purpose(s) it was obtained for, and shall take appropriate technical, organisational and security measures to prevent loss or unauthorised access or use of Personal Data.

a. The Agent warrants and represents that, to the extent that it provides SIL directly or indirectly with the Personal Data relating to any individual it shall have obtained that individual’s consent to (i) process, use and store that Personal Data for the purpose of providing of the Services and (ii) transmit that Personal Data to SIL and other third parties (including those in countries outside the European Economic Area that do not maintain adequate data protection standards) to process, use and store for the purpose of providing of the Services.

b. The Agent will provide to SIL if requested to do so, evidence of its compliance with the DPA.

14. Compliance with Relevant Requirements

The Agent shall:

a. comply with the Relevant Requirements;

b. not engage in any activity, practice, or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice, or conduct had been carried out in the UK;

c. have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause (ii), and will enforce them where appropriate;

d. promptly report to SIL any request or demand for any undue financial or other advantages of any kind received by Agent in connection with the performance of the Contract;

e. immediately notify SIL (in writing) if a foreign public official becomes an officer or employee of the Agent and the Agent warrants that it has no foreign public officials as officers or employees at the date of the Contract;

f. on SIL’s request, certify to SIL in writing signed by an officer of the Agent, compliance with this clause 16 by the Agent. The Agent shall provide such supporting evidence of compliance as SIL may reasonably request.

15. Breach of this clause 15 shall be deemed a material breach

a. For the purpose of this clause 15, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively

16. Non-Circumvention

a. At any time during the term of this agreement, or up to the expiration of two years from the date of termination of this agreement, it is expressly agreed that the identities of any Investors, or their investment companies or their related parties, whose identities are made available to the Agent via SIL shall constitute Confidential Information and the Agent or any group company or associated entity or individual shall not (without the prior written consent of, or having entered into a commission agreement with SIL):

i) directly or indirectly initiate, solicit, negotiate, contract, or enter into any business transactions, agreements or undertakings with any such Investor identified or introduced by SIL; or

ii) seek to bypass, compete with, avoid, or circumvent SIL from any business transaction or business opportunity by utilising any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information. This includes but is not limited to circumstances where the Agent completes property transactions, and receives sourcing fees or other fees, from SIL investors, whom the Agent has met or been introduced to via SIL.

b. The Agent covenants that any financial gain made by it, or any associated party, from a breach of this non-Circumvention clause, shall be held on trust for the benefit of the SIL and then be transferred to a nominated account of SIL, until which time such outstanding amount shall incur interest at the rate of 4% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment and the Agent shall pay the interest together with the overdue amount.

17. General

a. Nothing in these Agent Terms and Conditions shall be deemed to create an exclusive arrangement between the Agent and SIL (or any Group Companies) nor any agency, partnership, or joint venture between the parties. The Agent acknowledges that the Website, by its nature, is a multi-sourcer platform and that the Agent is not an exclusive Sourcer to SIL.

b. The Agent may not assign, transfer, or dispose of the benefit or burden of the Contract without the prior written consent of SIL.

c. If any provision of the Contract shall be held to be illegal, void, invalid or unenforceable the legality, validity, and enforceability of the remainder of the Contract shall not be affected.

d. No failure or delay by SIL (or any Group Company on its behalf) or the Agent in exercising any of its rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No waiver of any breach of the Contract shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Contract shall be deemed to be a waiver of any subsequent or other breach of the Contract.

e. Any notice required or permitted to be given by either party to the other under the Contract shall be in writing and addressed to that other party at its registered office, or principal place of business or sent to the email address set out on the Registration Form. Any notice or document shall be deemed to have been served (a) if delivered, at the time of delivery, (b) if posted, two Working Days after it was put into the post, or (c) if sent by e-mail at the time of despatch. In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted as a prepaid first-class letter or that the facsimile or e-mail message was properly addressed and despatched as the case may be.

f. No person other than the parties to the Contract and members of SIL’s Group have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy of any third party that exists or is available apart from that Act.

g. The Contract shall be governed by and construed in accordance with English law and SIL and the Agent submit to the exclusive jurisdiction of the English courts.

Agent Commercial Terms

18. Fees

Pro Agent (Platform only with own Compliance):

a. 50 Listings for £600 (including VAT) are to be paid upon registering.

b. A finance agreement option with our finance provider for flexible payments starting from £59 a month (including VAT) depending on your credit score.

Compliance Vault (Pro Agent level package included):

a. An annual fee of £1,500 (including VAT) is to be paid upon registering and then annually.

b. A finance agreement option with our finance provider for flexible payments from £130 a month (including VAT) depending on your credit score.

19. Standard Service Fees if you use SI’s Client Bank Account on a Property Transaction:

a. Sourcing Investments will charge a Service Fee on all property transactions. The Service Fee will be automatically deducted from any Sourcing Fees held in our Client Bank Account.

b. The service fee charged will be:

i) 18% of the Sourcing Fee
ii) 18% of the profit from capital profit on R2R or PLOs (e.g., if capital profit for Agent is £100k, then £18k is due to SI for services provided)

c. The Agent is able to request 33% of the sourcing fee if the investor pulls out. If the agent/seller pulls out SI can request £50 administration fee that the investor will incur from their refund. They will be made aware of this within their contract.

20. Accounting and VAT:

a. Please ensure you provide the invoice to the Investors once the transaction is complete for the full amount of the sourcing fee.

b. SIL will provide the Agent with an invoice/receipt for the service fee deduction.

c. SIL charges VAT at 20% on all Fees as SIL is VAT registered.

Statement of Fact – Compliance Vault

21. Reference to “You” or “Your” in this Statement of Fact shall include all Insured names included above who will be the Insured in the Policy and all sub-consultants purchasing compliance vault. “Us”, “We” or “Our”, where stated in the Statement of Fact means the Insurer.

This policy is based on the statements and information in this Statement of Fact and any other information presented to the Insurer being a Fair Presentation. By purchasing the Compliance Vault provided by SIMS Sourcing Limited, you are confirming that the statements, answers, and information in this Statement of Fact are true and complete. Failure to do so may mean you are not covered by Professional Indemnity Insurance as outlined in your contract.

If any of the information contained within this Statement of Fact is incorrect or incomplete, then contact your CV Team.

22. Professional Indemnity Risk Information

a. All offices of the Insured are based/domiciled in the United Kingdom, Channel Islands, or Isle of Man;
TRUE.

b. Profession:
Planning & Development Agency/Sourcing Agent/Estate and Lettings Agent in the UK

c. You confirm that your Annual gross fees/turnover for the last financial year (or estimate for the upcoming year for new start-ups) for sourcing-related activities;

Less than £50,000

If you are expecting more revenue than this, please contact the CV Team and they can immediately arrange extra cover with preferential rates.

d. Percentage of annual gross fees/turnover from properties in the following territories; United Kingdom, Channel Islands, or Isle of Man = 100.00%

e. Your Business Activities are between the following areas;

i) Planning & Development Agency (no investment advice or guarantees)
ii) Project Co-ordination (no project management)
iii) Feasibility Studies (no project management)
iv) Estate Agency
v) Lettings Agency
vi) Site Sourcing for Properties / Land
vii) Sourcing Rent to Rent Properties
viii) JVCs (Joint Venture Agreements
TRUE.

f. All principals, partners, members, or directors have relevant qualifications and/or relevant experience in site sourcing;
TRUE

g. You confirm you have had no professional indemnity insurance claims, whether successful or not, has ever been made or threatened against you, your predecessors in business or any past or present principal, partner, member, director, or employee;
TRUE

h. If you chose to sell your properties to your own investors (off the platform) then you and/or your business confirm you have a completely independent Client Bank Account for Escrow Services. This means including a letter from the Bank confirming that it is completely independent of your company. You will need to provide evidence of the bank account and a letter from your Bank to the CV team before your cover will start; If you do not have an independent client account (as above) you agree to use Sourcing Investments Escrow Account and all the required Compliance Vault and Sourcing Investments contracts and process requirements:
TRUE

i. You or any principals, partners, members, directors, or employees are not aware of any incident, fact, matter, act, or omission which may give rise to a potential future claim against you, your predecessors in business or any past or present principal, partners, members, directors, or employee;
TRUE

j. You or any principal, partner, member, director, or any person employed have never been subject to any disciplinary proceedings or investigation by any Professional Body;
TRUE

k. You have not had any fraud or dishonesty losses e.g., theft of client money by an employee;
TRUE

l. You have never been refused similar insurance, or had any policy cancelled or voided at any time;
TRUE

m. All contracts with Investors, including changes are confirmed in writing, setting out precisely what you will do;
TRUE

n. You have written risk management procedures which are regularly reviewed and circulated;
TRUE

o. You have not undertaken any Basement or Swimming Pool Design work or been responsible for the design, specification, selection, or inspection of cladding/curtain wall, or intend to do any of these in the next 12 months;
TRUE

p. You have not undertaken any Valuations for Lending Purposes or Asbestos Surveys or inspections in the last 6 years, or intend to in the next 12 months;
TRUE

q. You have never received income for Investment Business or Financial Services regulated by the Financial Conduct Authority, Institute of Chartered Accountants / Institution of Chartered Surveyors under the Designated Professional Body arrangements or any other regulatory body, or intend to in the next 12 months;
TRUE

r. You confirm you will not make any discretionary decisions on behalf of clients, (as you are not FCA regulated), and that all decisions are made in writing by the client/investor;
TRUE

s. You have not had any involvement on properties over 18 meters (approximately 6 storeys) in height or intend to in the next 12 months;
TRUE

t. If you are expecting more than this on any project, please contact SIMS Sourcing Limited immediately.
You confirm you do not give guarantees on investment returns or Rental Income and do not give investment advice – it is noted that you may sometimes use/show a yield calculator, but this is used as an illustrative guide only, and your T&Cs reiterate their intention that you are not providing investment advice or guaranteeing investment returns;
TRUE

u. Please confirm that the largest single property or land transaction contract value in the last 3 years and estimated for the next 12 months is less than £5,000,000;
TRUE

24. Your Duty to Make a Fair Presentation Of The Risk

a. By accepting this Statement of Fact, You are confirming that:

i) after full enquiry and a reasonable search of information available that the contents of this Statement of Fact are true and that you have not misstated, omitted, or suppressed any material fact or information.

ii) the information within or appended to this Statement of Fact and any other information presented to the Insurer is an accurate and Fair Presentation of the risk and you undertake to disclose information relating to any material alteration of the matter of facts previously supplied to Insurers.

iii) A “Fair Presentation” shall mean the statutory duty upon the Insured to provide a fair presentation of the risk, more particularly described in Part 2 of the Insurance Act 2015

NON-DISCLOSURE AGREEMENT and Addendum to Sourcing Investments

Agent Terms and Conditions

25. This Non-Disclosure Agreement (the “Agreement”) is entered between, Sourcing Investments Limited (hereafter “A”), a limited company established under the laws of England, and the Agent/an individual and/or a limited company (hereafter “B”).

a. In connection with a potential business opportunity, related to the sourcing of specific properties for an institutional fund through Sourcing Investments (the “Business Opportunity”), which is under discussion between A and B (collectively “the parties”), A and B will exchange certain information (“Information”) including but not limited to financial, marketing and operational information, and such other information necessary for the parties to evaluate the Business Opportunity. The term “Information” shall mean all information that the parties exchange, whether furnished on or after the date of this Agreement, whether tangible or intangible and in whatever form or medium provided, as well as all information generated by the parties, contains, reflects, or is derived from the furnished information.

b. In consideration of the parties’ disclosure of the Information, the parties agree that they will keep the Information confidential and that the Information will not, without the prior written consent of the disclosing party, be disclosed by the parties in any manner whatsoever, in whole or in part, and shall not be used by the parties other than in connection with evaluating the Business Opportunity.

c. Notwithstanding the foregoing, the above restrictions shall not apply to the following:

i) Information that is publicly available at the time of disclosure (through no breach of the parties);
ii) Information that is disclosed by a third party that, as far as is known by the recipient, did not disclose it in violation of a duty of confidentiality;
iii) Information that was known to the parties before such Information was provided to it by or on behalf of the disclosing party;
iv) Disclosures that are required to be made by A and/or B under legal process by a subpoena or other court order or other applicable laws, rules, or regulations (provided, however, that A and/or B makes reasonable efforts to provide copies of such Information to, or to the extent not prohibited by law, informs the disclosing party before disclosure).

d. Without prior written consent, neither party shall disclose to any person or entity the fact that the parties have exchanged any Information. Likewise, without prior written consent, neither A nor B shall disclose to any person the fact that discussions or negotiations are taking place concerning the Business Opportunity, including the status thereof.

e. A and B agree that, at the conclusion of their review of the Information, or as soon as practicable following the other’s written request, all copies of the Information, in any form whatsoever, will be destroyed or delivered by the receiving party to the disclosing party. Notwithstanding the foregoing, A shall be permitted to retain one copy of all Information for regulatory purposes.

f. The parties have not made nor made any representation or warranty as to the accuracy or completeness of the Information.

g. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof.

h. A and B agree that, unless and until a definitive agreement between them with respect to the Business Opportunity has been executed and delivered, the parties will not be under any legal obligation of any kind whatsoever with respect to the Business Opportunity by virtue of this or any other written or oral expression by either party or by any of their respective Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. This Agreement may be modified or waived only by a separate written notice by B and A expressly so modifying or waiving such Agreement.

i. B Agreed to be bound by the standard Sourcing Investments Agent Terms and Conditions, plus;

j. A and B agree to cooperate in good faith following the signature of this agreement. Furthermore, B agrees not to enter a ROFR (Right of First Refusal) with any other parties and agrees that during the period of the contract and for a period of six months after the termination thereof, it shall have no commercial dealings with any parties introduced to it by Sourcing Investments of whom it was not previously aware, other than in relation to those transactions approved by Sourcing Investments. In the event of a breach of this clause then the suitable damages shall still be payable to Sourcing Investments.

k. The parties also agree to keep the existence and all terms of this agreement and the standard Agent Terms and Conditions and any matters relating to transactions contemplated hereby confidential until they agree in writing otherwise. This includes, without limitation, a strict prohibition against discussing any of the above in public, in the press or in any other media or way, whether the proposed transaction closes or not. Within their respective companies, the parties shall only disclose the confidential information to their executive boards and those personnel, affiliated companies, banks, potential financing sources or their advisors involved in the investigation process and obliged to observe confidentiality, who require such information for the purposes of evaluating the transaction.

l. Except as otherwise set forth herein, this Agreement shall terminate, and the terms and conditions of this Agreement shall cease to have force and effect on the earlier of (i) twenty-four (24) months from the date hereof or (ii) execution of definitive documentation between the parties with respect to the proposed Business Opportunity.

m. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England.

n. This Agreement has been agreed to and executed as of the date electronically signed.