Agent Terms & Conditions

Terms and Conditions applicable to you if you are a Sourcing Agent

Table of Contents


Company Terms

Welcome to Sourcing Investments. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our Privacy Policy govern Sourcing Investment’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.

If you are a subscriber and subject to either Agent or Investor terms and conditions, those terms and conditions will supersede these terms and conditions. We reserve the right to amend these terms and conditions from time to time.

The term ‘Sourcing Investments’ or ‘us’ or ‘we’ refers to the owner of the website, Sourcing Investments Limited, whose registered office is C/O Rothmans LLP, Fryern House, 125 Winchester Road, Chandlers Ford, Hampshire, SO53 2DR. The term ‘you’ refers to the user or viewer of our website.

1. Terms and Conditions

a. Sourcing Investments provide an independent platform which allows qualified investors to view investment properties posted to the website by registered Agents. Sourcing Investments accepts no responsibility whatsoever for any information provided on the website or documentation, and all users accept fully responsibility for their own actions and understanding of investment risk.

b. Where we accept credit card payments, these are processed by PayPal or BrainTree. Your card will be charged in Pounds Sterling (British Pounds). Other currencies shown on the website are for information purposes. If you are shopping from North America or anywhere else, place your order and your credit card company will convert the British Pound transaction value shown to US Dollars or your own currency.

c. Tax Charges For orders made from the UK or the European Union, 20% VAT is added. For countries outside of the UK or the European Union are subject to local taxation laws.

d. Credit Card Security; when the order is placed at our website, all transactions are encrypted to industry standards.

e. Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

2. Disclaimer

a. Sourcing Investments provides www.sourcinginvestments.co.uk as a service to the public and then to paying subscribers, typically investment Agents and Investors.

b. Sourcing Investments is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of use, reference to, or reliance on any information contained within the website. While the information contained within the website is periodically updated, no guarantee is given that the information provided on the website is correct, complete, and up to date. Any reliance you place on such information on the website is therefore strictly at your own risk.

c. The website (including all content on it) is provided by us on an "as is" and "as available" basis and we make no representations, guarantees or warranties of any kind, either express or implied, including without limitation, warranties as to quality, suitability for any purpose, compatibility, reliability, accuracy, completeness, timeliness, access or use. It is your responsibility to evaluate the quality, suitability, accuracy, completeness and reliability of our websites and any information or content contained therein. We accept no responsibility and make no representations, guarantees, or warranties that the website will operate continuously, without interruptions or be fault-free. We may need to make the website unavailable with or without notice to carry out maintenance or upgrade work. We accept no liability for any interruption or loss of service.

d. Property or investment opportunity descriptions and other information provided on our website(s) are intended for information and marketing purposes and, whilst displayed in good faith, we will not in any circumstances accept responsibility for their accuracy. The property advert pages on our website do not constitute property particulars and these should be available directly from the Agent marketing the property. It is the responsibility of the prospective Investor to satisfy themselves as to the accuracy of any property descriptions displayed and the responsibility of agents to ensure the accuracy and integrity of property descriptions provided on our website and in any property particulars.

e. Access to and use of the information in this website is subject to the following terms and conditions:

i) The sole purpose of this website is to provide information to the reader. It is not intended to form the basis of any investment decision.

ii) Although the Sourcing Investments website may include links providing direct access to other internet resources, including websites, Sourcing Investments is not responsible for the accuracy or content of information contained in these websites.

iii) Links from Sourcing Investments to third party websites do not constitute an endorsement by Sourcing Investments of the parties or their products and services. The appearance on the website of advertisements and product or service information does not constitute an endorsement by Sourcing Investments, and Sourcing Investments has not investigated the claims made by any advertiser. Product information is based solely on material received from suppliers.

iv) We may from change the content of this website from time to time or suspend or discontinue any part of the website or its content.

3. Data Protection and Privacy Policy

a. Sourcing Investments Limited (“SI”) processes personal information to enable us to provide services as a marketplace for investors seeking access to high quality property investment opportunities and the provision of tools to enable the efficient and secure execution of preferred investments. SI is subject to data protection legislation and regulation, and the following Privacy Policy aims to outline how we manage the data we hold.

b. Our Privacy Policy forms part of these Terms and Conditions and users of the website should refer to these policies also.

4. Viruses

a. We do not guarantee that the website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programme and platform in order to access the website. You should use your own virus protection software. You must not misuse the website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the website, the server on which the website are stored, or any server, computer or database connected to the website.

b. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our website or to your downloading of any content on it, or on any website linked to it.

5. Intellectual Property

a. We are the owner or licensee of intellectual property rights on the website, information and content available on the website, any database operated by us, any proprietary software utilised by us to enable you to use this website ("Software") and the underlying source code. Much of this information and content is protected by copyright, trademark, database rights, design rights (including in the "look and feel" and other visual or non-literal elements), and/or other intellectual property rights (whether registered or unregistered). Our logos, together with our trademarks and/or service marks, may not be copied or reproduced without our prior written consent. All rights are reserved.

b. You must not use an automated program (including, without limitation, any web-crawling or screen-scraping software or any equivalent technology or techniques), to access the website for the purpose of collecting, obtaining and/or accumulating (or other similar activity) data or content in this website. Any such use of an automated program is prohibited and shall be a breach of these Terms.

c. You may not reproduce, republish, transmit or distribute any material, information or content on this website, or that form part of our services, without our prior written consent. However, you are granted a limited right to access and use the website and our services, and retrieve, display and print content pages, for your own personal, non-commercial use and to the extent necessary for use of the website and our services only. We reserve the right, in our sole discretion and without notice to you, to terminate your licence and to prevent future access by you to this website.

6. Contact

a. To contact us regarding company terms please email us at admin@sourcinginvestments.co.uk

Privacy Policy

7. Background

a. Sourcing Investments Limited (“SIL”) processes personal information to enable us to provide services as a marketplace for investors seeking access to high quality property investment opportunities and the provision of tools to enable the efficient and secure execution of preferred investments. SIL is subject to data protection legislation and regulation, and the following Privacy Policy aims to outline how we manage the data we hold.

b. SIL is registered as a Data Processor with the ICO, under registration reference number ZA175319. SIL has requested to the ICO to be changed to Data Controller status. SIL undertakes to comply with the General Data Protection Regulation (GDPR) which came into effect on 25th May 2018.

c. By requesting or using our services you accept and consent to our use of your personal data as outlined in this policy. If you disagree with any part of these terms and conditions, please do not use our website.

d. The Board of SIL takes Data Protection seriously and works to ensure that a culture and awareness of the importance of Data Protection flows through our business. This policy (together with our terms of use and any other documents referred to in it) sets out the basis on which any personal information we collect from you, or that you provide to us, will be managed and processed by us.

8. Your Personal Data

a. We may collect and process the following information about you that you provide to us: You may provide us with information by filling in forms on our website or by corresponding with us by phone, e-mail or otherwise. This includes information you provide when you register for an account or subscribe with us, when you contact Agents via forms or through the Business Conversation Area made available on our website, or via a survey, feedback forms and/or when you report a problem with our website. The information you give us may include your name, address, e-mail address and phone number and other details.

b. When you visit our website or use our mobile app, we may automatically collect information about your computer or mobile device, including your IP address, information about your visit, your browsing history, and how you use our website or app. This information may be combined with other information you provide to us, as described above.

c. We primarily use personal information about you in connection with the following purposes:

i) To provide you with the information, products and services that you request from us;

ii) To provide detail on potential property investments to you;

iii) To enable you to participate in interactive features of our service when you choose to do so

d. We will also use your personal data for marketing purposes to provide you with information about goods or services that may interest you, including both SIL goods and services, as well as those from carefully selected third parties where we think these are likely to be useful to you, specifically with regards to your property investing activities. We do not permit advertising to you which is not relevant to your property investing activities.

e. We will also record data to measure or understand the effectiveness of the marketing that we serve to you, which may be based on your activity on our website.

f. We will also use your data to update you about service improvements or changes to services, account management matters, to administer our website and for internal business administration and operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes.

g. We will also receive and store data from analytics providers and search engine providers that assist us in the improvement and optimisation of our website. Your personal information is generally shared in a form that does not directly identify you.

9. Sharing your Personal Data

a. We may also share your personal information with third parties in the following circumstances:

b. When investors and Agents connect in the Business Conversation Area, details about the other party will provided within the Business Conversation Area to the other party. Upon receipt of your personal information, the relevant third party is the data controller, and their use of your information will be governed by their own terms of use and privacy policy. Information is only shared with Agents when you have directly expressed an interest in an Agent's investment project and therefore you willingly consent to our connecting you to the Agent via shared personal data.

c. SIL provides personal data to third party contractors to enable the function of the website and services. SIL does not permit the use of the data to be sold, reused or forwarded. SIL uses third party service providers of good reputation and takes steps to ensure that they themselves have adequate data protection policies in place and take data protection seriously. Written contracts are in place with such service providers.

d. Although the Sourcing Investments website includes links providing direct access to other internet resources, including websites, Sourcing Investments is not responsible for the accuracy or content of information contained in these sites. SIL cannot be responsible for the data protection provided by such sites and will only provide personal data to such sites if requested to do so by our users. Users should make their own enquiries and assessment of the adequacy of data protection provided by those sites.

10. Disclosure by Law

a. SIL will make available personal information, to the extent it is required to do so, to any competent and duly authorised legal or regulatory body, including for example HMRC with regards to matters of taxation.

11. Where we store your personal information

a. SIL stores its data on both its own secure internal servers and within the secured hosting infrastructure provided by Amazon Web Services – a hosting business of considerable reputation.

b. The information that we collect from you may be transferred to, and stored, in a country outside the European Economic Area (EEA). It may also be processed by staff operating outside the EEA who work for one of our suppliers. The laws in some countries may not provide as much legal protection for your information as in the EEA. By submitting your information, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

12. Security of Your Data

a. We take security of the website and data security very seriously – not least as offering a safe and secure method to do business is a key selling point of our business and therefore the reputational implications of a security breach or data breach are at the forefront of our minds.

b. All data transfer takes place securely and in an encrypted fashion. SIL and its website developers adopt best practices and industry standards which are proportional to a business of this size and relevant to the nature of the business we conduct.

c. All computer access is secured with strong password authentication and access to shared network drives is limited to only authorised staff. Passwords are changed periodically. Data is stored on secure and encrypted hosted infrastructure. All computers have anti-virus & anti-malware software installed which is updates continually.

d. Where we have given you, or where you have chosen, a password which enables you to access certain parts of our website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.

e. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal information, we cannot guarantee the security of your information transmitted to our website; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

13. Cookies

a. The SIL website uses Cookies, these are mandatory for all users. Details of the cookies we use can be found here.

14. Business Conversation Area

a. A unique feature of the SIL website is the Business Conversation Area, the primary purpose of which is to record conversations between investors and Agents or other service providers. The aim is to provide a complete record of the conversation in the event of any problem or dispute which requires resolution.

b. Data Protection Legislation permits a user to request the deletion of certain of their data. With regards to the Business Conversation Area, conversations will not be deleted if requested by the user. This is to protect both parties to the conversation to ensure a record of conversations is kept supporting any claim in the event of dispute. All users of the Business Conversation Area agree, that by their use of the service, they consent to the continued storage of all business conversations in the Business Conversation Area, for any period which is considered to be reasonable by SI.

15. Your Rights

a. You have the right to ask us not to process your personal information for marketing purposes. You can exercise your right to prevent such processing by checking or unchecking certain boxes on the forms we use to collect your data, unsubscribing via any marketing emails we send, amending your details in the ‘my account’ area or requesting as such at admin@sourcinginvestments.co.uk

b. The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. In most cases we will not charge a fee for access. If the request is manifestly unfounded or excessive, or if an individual requests further copies of their data following a request, we may charge a reasonable fee for the administrative costs of complying with the request.

c. Under new GDPR laws, individuals have the right to be “forgotten.” If requested in writing by you, we will delete all information on you from our records, both electronic and paper, but please note that will mean we will be unable to contact you in the future about relevant investment opportunities. We can delete the information we store on your if requested as far as reasonably practical. This can include your personal data as used day to day within SIL but cannot for practical reasons be deleted from the daily compressed back up files, we make daily to protect our system. Please refer to the Business Conversation Area section above regarding our policy on Business Conversation storage.

16. Confidentiality

a. We acknowledge that the information you provide may be confidential. We do not sell, rent, distribute or otherwise make personal information commercially available to any third party, except that we may share information with our service providers for the purposes set out in this Privacy Policy. We will maintain the confidentiality of and protect your information in accordance with our Privacy Policy and all applicable laws.

17. Children

a. Our website is not directed at, nor do we knowingly collect personal data from, people under the age of 18.

18. Definitions

a. The term ‘Sourcing Investments Ltd’ or ‘us’ or ‘we’ or ‘SIL’ refers to the owner of the website whose registered office is C/O Rothmans LLP, Fryern House, 125 Winchester Road, Chandlers Ford, Hampshire, SO53 2DR. Our company registration number is 09920397. The term ‘you’ or ‘Investor’ or 'Agent’ refers to the users or viewers of our website.

19. Changes to this Privacy Policy

a. From time to time, we may change this Policy. Changes to this Policy are effective as of the effective date listed above and indicates the last time this Policy was revised or materially changed. Your continued use of this website indicates your consent to the changes to this Policy.

20. Contact

a. If you have any questions or queries about the information contained in this Privacy Policy, or wish to update your personal data, or to request a copy of what data SIL holds about you or any other matters regarding Data Protection please contact admin@sourcinginvestments.co.uk

Agent Terms & Conditions

21. Definitions

In these Agent Terms and Conditions, the following terms shall have the following meanings:

“Business Conversation Area” The conversation tool on the Website(s) used primarily for conversation between Agent and Investor and for the transfer of documents related to the transaction and process;

"Certified Logo" has the meaning given in clause 24.a;

“Compliance Vault” is a compliance product for Agents which is owned and operated by SIMS Sourcing Ltd

"Content" means any and all content and materials (including property details and any intellectual property rights of whatsoever nature) supplied or made available by, on behalf or on the instruction of, the Agent to SIL or any Group Company on the Website(s);

"Contract" or "Agreement" means a contract for Services between SIL and the Agent governed by these Agent Terms and Conditions and the Registration Form;

"DPA" means any applicable legislation or regulation in force in the United Kingdom from time to time including the Data Protection Act 2018 or any regulations or statutory instruments made under such legislation;

“Escrow Service” means the Escrow service provided by SIL;

"Fees" means the amounts due to SIL (or any Group Companies) by the Agent under the Contract and set out upon registration on the Website and thereafter shown in the ‘Sourcer Commercials’ documents, which can be found in the ‘My Account’ section of the Website (or as varied from time to time in accordance with clause 29.h);

"Force Majeure Event" means an event beyond the reasonable control of the party affected by it;

“Full Investment Details” the document associated with the Property as shown on the Sourcing Investment website providing details on the Property and describing the potential investment opportunity and ancillary details;

"Group" means any holding company or companies and any subsidiary undertaking(s) of Sourcing Investments Limited and "Group Company" and "Group Companies" means any one or more of such companies;

“Investor” means any investors registered on the Website(s);

"Logo" means the SIL logo or any other logo (including but not limited to the Certified Logo) as SIL or any Group Company may from time to time provide electronically to the Agent;

“Main Contractor” means the contracted party responsible for the day-to-day oversight of any building and/or refurbishment Works, management of all trades, communication with all involved parties throughout the course of the project and overall responsibility of the delivering the Works to the correct specification, budget and timetable;

"Personal Data" means the same as is defined by the DPA;

"Privacy Policy" means the privacy policy set out on the Website(s) from time to time together with all documents referred to therein;

"Registration Form" means the registration form on the Website(s) for Services (as agreed, amended or added to from time to time by a Services Amendment Form or otherwise by the parties in writing completed by the Agent on registration) indicating the Services to be provided under the Contract;

"Relevant Requirements" means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

“Renovation Escrow Service” means the system embedded within the Website(s) to manage payments between Investors and third parties, including Agents and building contractors and other relevant contractors on renovation and refurbishment projects;

"Services" means the services to be provided by SIL (or its Group Companies) via the Website(s) and which may include but is not limited to:

a. a process facilitating the upload by the Agent of property or investment opportunity details (including images) to the Website(s);

b. displaying the Agent's properties or investment opportunities on the Website(s);

c. the provision of access by Investors to the Website(s) for the viewing of Content;

d. the provision of advertising services to the Agent;

e. the Escrow Service;

f. the Business Conversation Area;

g. the provision of information to the Agent regarding their Content and views of such Content; and

h. the Compliance Vault;

i. any other services provided by SIL from time to time.

"Services Amendment Form" means a services amendment form, additional products or Registration Form or any other form provided by SIL and signed by the Agent indicating an amendment or addition to the type or level of Services set out in the Registration Form;

"SIL" or the "Company" means Sourcing Investments Limited, a company incorporated in England and Wales with Company No. 09920397 whose Registered Office is at C/O Rothmans LLP, Fryern House, 125 Winchester Road, Chandlers Ford, Hampshire, SO53 2DR, UK;

"Agent" means a professional estate agent and/or commercial property agent, and/or Agent, and/or letting agent who uploads properties and/or investment opportunities to the Website(s);

"Agent Code of Conduct" means the code of conduct which Agents must comply with as part of the Contract;

“Agent Commercial Terms” means current fee arrangements between SIL and the Agent as updated from time to time, and communicated to Agents via email and published in the Agents dashboard on the Website(s);

“Agent and Investor Terms of Business” means the standard terms of business between Agent and Investor (as amended from time to time by SIL) when using the platform, which available on request from SIL and available on the Website(s); If the Agent has purchased the Compliance Vault then the Agent is required to use the Compliance Vault Agent Sourcer and Investor Terms of Business which is a specific version for any business conducted with Investors outside of the Platform for and on behalf of SIMS Sourcing Ltd

"Start Date" a start date for the Contract as may be specified in the Registration Form;

"Statement of Fact" is a compliance document that Agents purchasing the Compliance Vault product and contracted to SIMS Sourcing Ltd, must adhere to and forms part of the onboarding documentation of Investors;

"Upload Systems" means any system made available by SIL to the Agent to facilitate the supply of Content to the Website(s);

"Website(s)" means the website located at www.sourcinginvestments.co.uk and any other website whose domain is owned or controlled or powered by SIL or any Group Company as SIL may determine and via which Services are provided;

"Working Day" means any day other than Saturday and Sunday and Bank Holidays on which the banks in London are open for normal business; and

“Works” means any building or refurbishment work required for a property investment as contemplated or executed by an SIL Investor via the Website(s).

22. Contract between the Agent and SIL

a. No Contract shall subsist until (a) unless waived by SIL, a Registration Form completed by the Agent is received by SIL (or a Group Company) and until (b) the later of the Start Date (if any) and SIL (or any Group Company) commencing provision of Services (whether by facilitating display of Content on the Website(s) or otherwise), whereupon SIL and the Agent shall be deemed to have entered into a legally binding Contract on these Agent Terms and Conditions.

b. The Contract shall be between SIL and the Agent. The Contract shall comprise the Registration Form, these Agent Terms and Conditions to which the Agent is subject and which, together, shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions (whether between the Agent and SIL or the Agent and another Group Company) and all other terms and conditions (including any which the Agent purports to apply under any purchase order, confirmation of order or other document).

c. In the event of any conflict between these Agent Terms and Conditions and the Registration Form, these Agent Terms and Conditions shall prevail.

d. All Contracts between SIL (or any Group Company) and an Agent shall be governed by these Agent Terms and Conditions and any variation thereof shall have no effect unless expressly agreed in writing and signed by SIL.

e. From time to time, SIL may amend these Agent Terms and Conditions and reserves the right to do so in its absolute discretion, acting reasonably, at any time without prior notice to the Agent. Any changes will be posted on the Website(s) and become effective at the time of posting.

f. SIL reserves the right to reject any Registration Form and/or refuse to enter into a Contract or provide any Services to a third party at its absolute discretion, including where it believes (i) that party is not providing the services of an Agent, (ii) that the quality of its Content is not or will not be of a professional standard commensurate with that of its Agents generally, (iii) that the relevant third party is not able or likely to comply with the Agent Code of Conduct and/or (iv) does provide the information and documents required by the Registration Form to the satisfaction of SIL.

g. Should the Agent purchase the Compliance Vault product, the Agent will contracted to SIMS Sourcing Ltd and must adhere to the obligations and services for that product which are set out in 4.11

23. Services

a. Subject to these Agent Terms and Conditions, SIL (or any Group Company as SIL may determine) will provide the Agent with the Services.

b. SIL may vary the Services from time to time with or without notice to the Agent.

24. Content and Obligations

The Agent warrants and represents that:

a. it is, and qualifies as, a Agent and that it does not act as a consumer or an investor in relation to the Contract;

b. any individual who has signed and/or otherwise agreed to these Agent Terms (as updated from time to time) on its behalf has the requisite corporate authority to contract on behalf of that Agent;

c. it will comply with the Agent Code of Conduct and the Privacy Policy at all times during the continuation of the Contract;

d. their business and its associated Content will comply with all applicable laws, regulations and codes of practice in the United Kingdom, will not be defamatory or infringe any copyright, trade mark or other intellectual property rights or rights of any third party whatsoever and will not contain any Personal Data. Compliance includes, but is not limited to:

i) Compliance with The Estate Agents Act 1979, which includes requirements and disclosure regarding fees and charges, any financial benefit an Agent may gain from a transaction and any personal interest in a transaction, as well as requirements related to money handling and the requirement to be registered with a recognised redress scheme;

ii) Compliance with The Consumers, Estate Agents and Redress Act 2007;

iii) Compliance with the Data Protection Act 2018 including maintaining registration with the ICO;

iv) Compliance with UK Anti Money Laundering Legislation. Agents are themselves responsible for their own Anti Money Laundering procedures which should be fully documented with appropriate records maintained;

v) Compliance with the Bribery Act 2010.

e. Content will not contain any promotion of the Agent or any third party, including but not limited to any advertisements of any products or services offered by the Agent or any third party, except for its own logo without written approval by SIL;

f. Any Content shall be exclusive to SIL for a period of 4 working days from the date the Content is uploaded on the Website(s) (Exclusivity Period). During the Exclusivity Period the Agent shall not upload, advertise, email or display the Content on any other websites or to their own client databases and shall not communicate the Content to any third party;

g. it is responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of the Agent’s knowledge and belief and the Agent shall promptly update or correct Content on becoming aware of any errors or inaccuracies and shall provide such assistance as SIL shall reasonably require to identify and remedy any unauthorised use of Content;

h. within no more than 1 (one) Working Day of (i) a property going "under offer", (ii) a sale contract being entered into in respect of a property, or (iii) the property being taken off the market, the Agent will either alter the status of the property details in the upload provided to SIL so that it may be displayed as "under offer" or "sold" as appropriate on the Website(s) or will remove the property from the upload provided to SIL so that it is no longer displayed on the Website(s);

i. it has the authority to market the properties in the Content;

j. it holds all necessary authorities, consents and licences necessary to use, display, reproduce and publish the Content and has authority to and grants SIL (and its Group Companies) a licence of the Content on the terms set out in clause 25;

k. it has read and will abide by all notices posted on the Website(s) from time to time that are relevant to the provision of the Services;

l. it has full liability insurance and shall on demand provide a copy of such insurance to SIL;

m. it will use the Business Conversation Area as the primary method of communication with Investors throughout any investment project, including but not limited to the period prior to purchase and during any refurbishment works and furthermore will promote and encourage the use of the Business Conversation Area and SIL’s power team to Investors;

n. it shall not use SIL's name, the name of any Group Company or any Logos, trade or service marks of SIL or the Group in a defamatory or derogatory manner or in any way that might bring SIL, the Group or its directors or employees into disrepute;

o. it will abide by any applicable industry code of conduct or guidelines issued by any relevant trade organisation and will abide by all applicable laws and regulations applying to or affecting Agents including, but not limited to, Consumer Protection from Unfair Trading Regulations 2008 and the Business Protection from Misleading Regulations 2008;

p. it shall ensure that only its authorised persons have access to the Services and the Upload Systems and that where it provides Content via the Upload Systems it shall only do so in a format compatible with any technical specifications issued by SIL from time to time. The Agent agrees to use this format to display details of the property only, as laid out, and not to use these areas to advertise ancillary company information;

q. it does and will all at all times whilst the Contract remains in force act in an ethical and reasonable manner in dealing with both SIL and its customers and Investors;

r. it shall always use and promote the use of the Escrow Service in relation to any transactions made on or as a result of the Website(s);

s. it shall (subject to prior approval of the look and feel of the relevant website or marketing materials in relation to such logo) display on its website and its marketing materials the following logo (the “Certified Logo”) at all times whilst the Contract remains in force;



t. 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;

u. It will maintain registration with The Property Ombudsman or The Property Redress Scheme at all times 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.

25. 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.

26. 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 (i) 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.

27. The Agent acknowledges and agrees that:

a. it will continue to be bound by these Agent Terms and Conditions irrespective of whether (i) 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 (ii) 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 accessible or available at all times, 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 Agent and an Investor shall be governed by 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. SIL may limit the number of photographs that may be displayed by Agent to 10 images per property. Photographs uploaded will be of a high quality and 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, 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. Where the Agent’s services and fees described in the Full Investment Details includes project management services and project management fees Agent agrees to provide these services with due skill and care. Such services to include:

i) Scoping and agreement with the Customer of any building or refurbishment works to be undertaken (the “Works”);

ii) Obtaining multiple quotes for the Works from relevant contractors;

iii) Conducting due diligence, background checks and referencing on contractors for potential selection;

iv) Reviewing the financial stability of the contractors;

v) Recommending the chosen contractors to the Customer based upon the Agent’s review;

vi) Facilitating appropriate contracts between the Customer and the contractors;

vii) Ensuring contracts have in them agreed and appropriate stage payment plans for payments for the Works as they proceed, based upon agreed milestones and with agreed retention sums where appropriate;

viii) Managing the programme of Works in order to make best effort to ensure that contractors deliver the Property project to the correct timescale, quality and budget. In doing so, to manage the Customer’s financial exposure by advising, where appropriate, if payments should be released, or withheld, in relation to any relevant contractor;

ix) Consult with and advise the Customer during the period until the sale, or successful letting of the Property (as the case may be), and liaising with all relevant parties and bodies associated with the Property project in order to deliver the expected outcome described in the Full Investment Details associated with the Property and as shown on the Sourcing Investments website;

x) Assisting and supporting the Customer as required in order to deliver a compliant Property, including, but not limited to, matters of landlord (including HMO matters) registration and compliance, planning compliance, building regulations compliance, EPC certification, gas certification and electrical certification and health and safety compliance;

xi) Providing regular updates, images and video to the Customer to communicate and inform the Customer on progress of the Works;

xii) Obtaining the required statutory certification on behalf of the Customer, including but not limited to gas certification and electrical certification; and

xiii) Acting as the keyholder for the Property on behalf of the Customer and then managing the handover of the Property to an appropriate selling agent or lettings agent (as the case may be) following appropriate due diligence, background checks and referencing on such agents. Properties are to be handed over only when they are in a complete and cleaned and saleable or lettable condition, and once compliant, and when all instruction manuals and guarantees for equipment and fittings installed during the works have been handed over the to the Customer or their agent, and at which time the selling agent or lettings agent shall become the keyholder

xiv) Will do their best to attend their Monthly Business Strategic Call with the allocated SIL Sourcer Manager to discuss website stats, property uploads, website new features and future business projection.

p. Agents are to be independent of any contractor and cannot have any financial interest in the Works being undertaken, other than their own sourcing fee, unless otherwise fully disclosed and agreed by the Investor before contractors are contracted. Agents cannot receive any profit share, commission or other payment from the contractors, or have any other interest in the payments made by the Investor for the Works, unless fully disclosed and agreed by the Investor before contractors are contracted.

q. Agents will not hold an Investor’s monies, including refurbishment and building costs or associated monies unless providing a client money protection scheme as outlined below. The Sourcing Investments Renovation Escrow Service is to be used to manage all payments from Investors to Agents or Third-Party Contractors in relation to any project management fees and renovation and building works costs. Where any advance payments are required to be made to contractors, Agent will ensure that such payments are appropriate and proportional to the overall project. Agent will also ensure that there is a mechanism in place so that any advance payments made by the Investor are ring fenced and secured, such that in the event of the insolvency of the contractor or Agent, the Investor’s monies are protected. This can include:

i) The contractor or Agent offering a credit insurance solution

ii) The contractor or Agent holding the monies in a ring fenced and insured client money account

iii) The use of a third party ring-fenced and insured escrow account

r. 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.

s. If the Agent is to take on the role of Main Contractor for the Works and take full responsibility for delivery of the Works then this is to be disclosed and agreed with the Customer prior to the agreement of these Conditions (e.g., clearly displayed in the Full Investment Details). The Agent will not rely on the Sourcer to Investor Terms of Business as a building contract.

t. Agent shall not, during the term of the Contract and for a period of 1 year after termination:

i) set-up or have any interest in any business that competes with SIL in the UK and/or internationally;

ii) (subject to clause 24.e) use any other website (except for its own website) to display the Content unless approved in writing by SIL; and

iii) enter into any joint venture arrangement with any Investors.

u. Agent shall ensure that all communications in respect of the Content to an Investor are directed through the Business Conversation Area, and Agent shall not contact the Investors directly or indirectly through any other medium (unless otherwise authorised by SIL).

v. Agent shall ensure that it uses Agent and Investor Terms of Business when dealing with Investors and Agent shall not use or agree to any other terms; 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;

w. Any third party, purporting to act as agent for or on behalf of a prospective Agent, contracting with SIL for the provision for 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.

v) Agent shall only communicate with Investors through the Website and specifically Agent will not attempt to transact with Investors outside of the Website.

28. 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 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 68) 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 as 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 LandMark for AML checks of Investors

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

iv) The Agent will be liable for the £100 fee if a complaint is made through the PRS Membership

v) If the Agent works with Investors off the website they they must use and keep detailed records of the approved Client Onboarding Documentation which can be found in 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

vi) The Annual Fee for Compliance Vault 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

vii) 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 SIMS Sourcing Ltd, the insurance broker and the insurer

viii) 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

ix) If the product is purchased using any 3rd party finance company (e.g. 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 the 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 company will be personally liable for the balance owed and will be persued through the small claims court process

x) 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 of clause 28.c (i)-(x) by Agent, the waiver of subrogation may not apply and clause 28 will apply

xi) Where 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 Agent and Investor Terms of Business contract

29. 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. SIL (or any Group Company as SIL may determine) shall invoice the Agent monthly 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 a 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. If 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 provision of the Services (in accordance with clause 32.j or 32.l respectively), 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).

d. SIL reserves the right to require 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.

e. 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.

f. 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.

g. 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 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.

h. Without prejudice to the generality of clause 22.e, and in addition to clauses 4.4(iii) and 4.4(viii), 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.

30. 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 29.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 6.7 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 this clause 29 is fair and reasonable.

31. 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.

32. Term and Termination

a. This Agreement shall commence in accordance with clause 22.a and shall continue unless terminated in accordance with this clause 31.

b. Following the commencement of this Agreement, this Agreement shall continue until the Sourcing serves 3 (three) calendar months written notice SIL or SIL serves notice to terminate in accordance with clause 31.c, 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, a 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 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 a 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 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.

33. 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 4.4(xii) 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 completed.

b. Termination or suspension shall not affect the accrued rights or liabilities of SIL, or 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 termination of this agreement shall (at the request of SIL) be concluded exclusively on the Website.

34. 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.

35. Data Protection

The Agent, and subject to clause 11.2 SIL, shall comply with the DPA and any subsequent legislation in relation to 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.

36. 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 advantage 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 12 by the Agent. The Agent shall provide such supporting evidence of compliance as SIL may reasonably request.

37. Breach of this clause 12 shall be deemed a material breach.

a. For the purpose of this clause 12, 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.

38. 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 by-pass, 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 transaction, and receives sourcing fees or other fees, from SIL investors, who 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 actual payment of the overdue amount, whether before or after judgment and Agent shall pay the interest together with the overdue amount.

39. Renovation Escrow Service

a. The Renovation Escrow Service within the SIL website(s) provides an elegant and integrated solution to long-standing property investment sector problems. The Renovation Escrow Service is a financial arrangement, where Sourcing Investments independently holds and manages the payment of the funds required for stage payments between two parties – typically the Investor and the Agent or the Main Contractor on a renovation/refurbishment – involved in a given transaction.

b. As the funds are held ‘In Escrow’ (in a separate ring-fenced, insurance backed bank account) the stage and transaction can be carried out with a much reduced risk of an investor losing money, whilst giving the Agent/Main Contractor visibility of getting paid for their work. The system drives security, protection and structure on the project management aspects of any property deal for all parties involved.

c. SIL charges 2%, plus any relevant VAT, on all payments processed through the Renovation Escrow Service. For all transactions executed on SIL, the use of the Renovation Escrow Service is mandatory where payments are being made to Agents, Builders or other relevant third parties. Please note payments for purchases of actual properties are not handled or processed through this system.

40. 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 (i) if delivered, at the time of delivery, (ii) if posted, two Working Days after it was put into the post, or (iii) 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

41. Sign Up Fee:

a. A one-off signing up fee of £500 (including VAT) to be paid upon registering.

42. Standard Service Fees on a Property Transaction:

a. Sourcing Investments will charge a Service Fee on all successful property transactions. The Service Fee will be automatically deducted from any Sourcing Fees held in Escrow.

b. The service fee charged will depend on the onboarding journey of the Investor:

i) Investor onboarded directly to Sourcing Investments: 25% of the Sourcing Fee

ii) Investor onboarded by Agent (Registered by Agents Profile): 7% of the Sourcing Fee

43. Accounting and VAT:

a. Within the Property Upload Form Agents are able to state whether they are VAT registered and if the Sourcing Fee is quoted inclusive or exclusive of VAT.

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

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

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

Referrer Terms

44. Definitions

In these Terms and Conditions, the following terms shall have the following meanings:

“Client” means an individual or corporate entity introduced by the Referrer to SIL as a potential Investor

"Contract" or "Agreement" means a contract for Services between SIL and the Referrer, governed by these Terms and Conditions and the Registration Form;

"DPA" means any applicable legislation or regulation in force in the United Kingdom from time to time including the Data Protection Act 1998 (or any subsequent legislation including the General Data Protection Regulation (Regulation (EU) 2016/679)) or any regulations statutory instruments made under such legislation;

"Group" means any holding company or companies and any subsidiary undertaking(s) of Sourcing Investments Limited, and "Group Company" and "Group Companies" means any one or more of such companies;

“Investor” means a subscribed investor who registered on the website(s);

"Personal Data" means as the same as defined by the DPA;

"Privacy Policy" means the privacy policy set out on the website(s) from time to time together with all documents referred to therein;

"Registration Form" means the registration form on the website(s) used to register as a Referrer;

"SIL" or the "Company" means Sourcing Investments Limited, a company incorporated in England and Wales with Company No. 09920397 whose Registered Office is at C/O Rothmans LLP, Fryern House, 125 Winchester Road, Chandlers Ford, Hampshire, SO53 2DR;

"Start Date" means a start date for the Contract, deemed to come into force after a Registration Form has been received, and SIL have then verified the Referrer as being acceptable to SIL and has then provided the Referrer with a unique referrer code. The Start Date will be the date when the unique referrer code is sent to the Referrer.

"website(s)" means the website located at www.sourcinginvestments.co.uk and any other website whose domain is owned or controlled or powered by SIL or any Group Company as SIL may determine and via which services are provided; and

“You” or the “Referrer” means the individual or corporate entity entering this contract with SIL.

45. Contract between the Referrer and SIL

a. No Contract shall subsist until, unless waived by SIL, a Registration Form completed by the Referrer is received by SIL and the Start Date (if any) has commenced, whereupon SIL and the Referrer shall be deemed to have entered a legally binding Contract on these Terms and Conditions.

b. The Contract shall be between SIL and the Referrer and shall comprise the Registration Form, and these Terms and Conditions which, together, shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions.

c. All Contracts between SIL (or any Group Company) and a Referrer shall be governed by these Terms and Conditions and any variation thereof shall have no effect unless expressly agreed in writing and signed by SIL.

d. From time to time, SIL may amend these Terms and Conditions and reserves the right to do so in its absolute discretion, acting reasonably, at any time without prior notice to the Referrer. Any changes will be posted on the website(s) and become effective at the time of posting.

e. SIL reserves the right, at its absolute discretion, to reject any Registration Form and/or refuse to enter a Contract or provide any services to a Referrer.

46. Services

a. Subject to these Terms and Conditions, SIL and the Referrer will be engaged in a commercial arrangement whereby the Referrer may from time to time introduce Clients to SIL, being individuals or entities who the Referrer considers to be potential Investors.

b. The Referrer will provide their unique referrer code to Clients. The referrer will be paid the fees, as detailed below, for each Client who goes on to become an Investor, who has registered using the Referrer’s unique referrer code.

c. Where Clients register on SIL website and go on to become subscribed Investors, such investors will enter their own separate contractual arrangements with SIL, using SIL standard Investor Terms and Conditions.

d. The Referrer may make an introduction at any point during the lifetime of this Agreement. There is no obligation on the Referrer to make any introductions if no opportunity to do so arises.

e. SIL reserves the right, at its absolute discretion, to reject any Clients referred by the Referrer and is not obligated in any way accept any Client as an Investor, nor provide any reason to the Referrer for the reason for rejecting any Client.

47. Obligations

a. The Referrer warrants and represents that:

i) Any individual who has signed and/or otherwise agreed to these Terms and Conditions (as updated from time to time) has the requisite corporate authority to contract on behalf of that corporate entity if applicable;

ii) It will always comply with the SIL Privacy Policy during the continuation of the Contract;

iii) It has read and will read and abide by all notices posted on the website(s) from time to time that are relevant to the provision of the services;

iv) It shall not use SIL's name, the name of any Group Company or any Logos, trade or services marks of SIL or the Group in a defamatory or derogatory manner or in any way that might bring SIL, the Group or its directors or employees into disrepute;

b. The Referrer acknowledges and agrees that:

i) Technological failure may impede the provision of the services or prevent access to all or any part of the website(s). SIL makes no representation or warranty that the website(s) will be always accessible or available, or that the whole or any part of the website(s) will be free from error and while SIL will make reasonable endeavours to notify the Referrer in advance, it may suspend temporarily or alter the operation of the website(s), without notice

ii) 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;

iii) 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 the Referrer, contact the Referrer by electronic means, including e-mail and other electronic media and the Referrer shall maintain a valid working e-mail address and shall immediately notify SIL of any change of e-mail addresses.

48. 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 the Referrer 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 the Referrer 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. 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.

d. Neither SIL nor any Group Company shall be liable for any liability caused by the Referrers breach of the Contract.

e. The Referrer 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 any conduct of the Referrer (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).

49. Confidentiality

a. SIL and the Referrer agree to keep 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 Strictly Confidential 4 of 5 © Sourcing Investments Ltd law or which has come into the public domain other than by breach of this clause. This clause shall survive termination of the Contract.

50. Term and Termination

a. This Agreement shall commence in accordance with clause 44. a and shall continue unless terminated in accordance with this clause 49.

b. Either party shall be entitled to terminate the contract by serving 5 working days at any time and without cause.

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

51. Force Majeure

a. Neither SIL (or any Group Companies) nor the Referrer 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.

52. Data Protection

a. The Referrer, and SIL, shall comply with the DPA and any subsequent legislation in relation to use of Personal Data obtained from Clients, Investors or 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.

b. The Referrer 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.

53. General

a. Nothing in these Terms and Conditions shall be deemed to create an exclusive arrangement between the Referrer and SIL (or any Group Companies) nor any agency, partnership or joint venture between the parties.

b. The Referrer 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 Referrer 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 (i) if delivered, at the time of delivery, (ii) if posted, two Working Days after it was put into the post, or (iii) 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 Referrer submit to the exclusive jurisdiction of the English courts.

Compliance Vault

Terms and Conditions between Agent and Investor (“Customer”)

54. Definitions.

In these Conditions, the following definitions apply:

"Agent"; the Agent who is registered as SIMS Sourcing Ltd and their assigned subcontracted agent who will be carrying out the Services expressed under this contract

“Business Conversation Area” the conversation tool within the Sourcing Investments website used primarily for conversation between Agent and Sourcer and for the transfer of documents related to the transaction and process.

"Commencement Date"; has the meaning set out in clause 54.b.

"Conditions"; these terms and conditions as amended from time to time in accordance with clause 66.g.

"Contract"; the contract between the Agent and the Customer for the supply of Services in accordance with these Conditions.

"Customer"; the person who purchases Services from the Agent.

“Employee” for the purpose of this contract only, businesses or individuals who have purchased the product; compliance vault, and are covered as employees of SIMS Sourcing Ltd for insurance purposes only, but only for the Services as set out within this contract

“Exchange of Contracts” the legal exchange of contracts for the purchase of any Property sourced under these Conditions.

“Fee” the agreed sourcing Fee for the Services.

“Full Investment Details” the document created by the Agent associated with the Property providing details on the Property and describing the potential investment opportunity and ancillary details.

"Intellectual Property Rights"; patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Main Contractor” the contracted party responsible for the day-to-day oversight of any building and/or refurbishment Works, management of all trades, communication with all involved parties throughout the course of the project and overall responsibility of the delivering the Works to the correct specification, budget and timetable.

"Order"; the order for Services as set out on the Agent’s Order Form, or as the case may be.

“Property” the Property, whether commercial or residential, first identified by the Agent and of potential interest to the Customer.

“Seller” the person or Company selling the Property.

“Sourcing Investments Escrow Service” Sourcing Investments Ltd Escrow Service providing an independent contractual money holding service between Agent and Customer

"Services"; the services supplied by the Agent to the Customer as set out in the Conditions

“Works” any building or refurbishment work required for the Property

“Written/Writing” a reference to writing or written includes faxes and e-mails except in relation to Clause 61.b.

55. Basis of Contract

a. The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.

b. The Order shall only be deemed to be accepted when the Agent and Customer both sign and accept the Order at which point, and on which date the Contract shall come into existence ("Commencement Date").

c. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Agent which is not set out or specifically referred to in the Contract.

d. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

e. For the avoidance of doubt these Conditions address property sourcing and project management activities only, in relation to the Property. They do not constitute and are not intended to constitute a contract for building Works. Where customers require Works in relation to the Property this will require separate contracts with relevant parties.

56. Services

a. The Agent shall supply the Services to the Customer in accordance with these Conditions or as varied between the Customer and the Agent in writing from time to time.

b. 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 or presented by the Agent and, for these such Services, will be paid the sourcing Fee shown in the Full Investment Details. The Agent will use all reasonable skill and care in providing its services. Notwithstanding anything to the contrary contained in the Contract, the Agent shall not be construed as owing any greater duty or obligation that the use of reasonable skill and care in accordance with the normal standards of its profession. 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 with the intent to deliver the expected outcome as described in the Full Investment Details.

c. Where the Agent’s services and fees described in the Full Investment Details includes project management services and project management fees Agent agrees to provide these services with reasonable skill and care. Such services to include:

i) Scoping and agreement with the Customer of any building or refurbishment works to be undertaken (the “Works”);

ii) Obtaining multiple quotes for the Works from relevant contractors;

iii) Conducting due diligence, background checks and referencing on contractors for potential selection;

iv) Reviewing the financial stability of the contractors;

v) Recommending the chosen contractors to the Customer based upon the Agent’s review;

vi) Facilitating appropriate contracts between the Customer and the contractors;

vii) Providing Contracts have in them agreed and appropriate stage payment plans for payments for the Works as they proceed, based upon agreed milestones and with agreed retention sums where appropriate;

viii) Co-ordinating the programme of Works with the intent that contractors deliver the Property project to the correct timescale, quality and budget. In doing so, to manage the Customer’s financial exposure by advising, where appropriate, if payments should be released, or withheld, in relation to any relevant contractor;

ix) Consult with and advise the Customer during the period until the sale, or successful letting of the Property (as the case may be), and liaising with all relevant parties and bodies associated with the Property project with the intent to deliver the expected outcome described in the Full Investment Details associated with the Property;

x) Assisting and supporting the Customer as required in order to deliver a compliant Property, including, but not limited to, matters of landlord (including HMO matters) registration and compliance, planning compliance, building regulations compliance, EPC certification and health and safety compliance;

xi) Providing regular updates, images and video to the Customer to communicate and inform the Customer on progress of the Works;

xii) Obtaining the required statutory certification on behalf of the Customer, including but not limited to gas certification and electrical certification; and

xiii) Acting as the keyholder for the Property on behalf of the Customer and then managing the handover of the Property to an appropriate selling agent or lettings agent (as the case may be) following appropriate due diligence, background checks and referencing on such agents. Properties are to be handed over only when they are in a complete and cleaned and saleable or lettable condition, and once compliant, and when all instruction manuals and guarantees for equipment and fittings installed during the works have been handed over the to the Customer or their agent, and at which time the selling agent or lettings agent shall become the keyholder.

d. Fees for project management Services are to be separately identified in the Full Investment Details and is recommended shall be paid to the Agent via the Sourcing Investments Renovation Escrow Service in accordance with a schedule of payments to be agreed between the Customer and the Agent. In the absence of such agreement the payment shall be 50% to be paid when the Works are 50% complete, 35% on handover of the Property to a relevant sales or lettings agent and 15% on release of any final retention sums due to the Main Contractor. In the event of any dispute the parties agree to submit to binding arbitration to determine the final payments due.

e. Agents are to be independent of any contractor and cannot have any financial interest in the Works being undertaken, other than their own sourcing fee and project management fee unless fully disclosed and agreed in advance by the Customer. Agents cannot receive any profit share, commission or other payment from the contractors, or have any other interest in the payments made by the Customer for the Works, unless fully disclosed and agreed in advance by the Customer.

f. If the Agent is to take on the role of Main Contractor for the Works and take full responsibility for delivery of the Works then this is to be disclosed and agreed with the Customer prior to the agreement of these Conditions (e.g. clearly displayed in the Full Investment Details). Furthermore, the Customer and the Agent agree to put in place a separate building contract and separate insurance for such Works and services before any Works are commenced.

g. It is recommended that the Agent and Customer use the Sourcing Investments Renovation Escrow Service for all monies for payments to contractors. Where any advance payments are required to be made to contractors, the Agent will use reasonable endeavours that such payments are appropriate. The Agent will also ensure that there is a mechanism in place so that any advance payments made by the Customer to the contractor are ringfenced and secured, such that in the event of the insolvency of the contractor or the Agent, the Customer’s monies are protected. This can include:

i) The contractor or Agent offering a credit insurance solution; or

ii) The contractor or Agent holding the monies in a ring-fenced and insured bank account; or

iii) The use of a third party ring-fenced and insured bank account

h. The Agent will use reasonable endeavours to see that the Customers monies, where these are held as advance payments, are never held in the day to day trading accounts of either the Agent or the contractor but are protected and separately identifiable.

i. The Services supplied under this agreement shall continue to be supplied until terminated by either party in accordance with Clause 61.

j. In addition to, or as an alternative to, the Services described in Clauses 55. b and c, the Agent may also provide additional services, the fee basis and scope of which should be agreed in writing. Agents and Customers are strongly advised to record any such agreed additional services in writing.

k. For the avoidance of doubt, the Agent's role, unless separately agreed in writing, does not include the following:

i) inspection/survey of the Property or the fixtures/fittings, including structural assessment of the property or adjoining properties;

ii) insurance arrangements;

iii) sourcing funding for the purchase, or any financial advice;

iv) environmental investigations or other inspections;

v) lettings and property management services; or

vi) legal advice of any kind.

vii) Financial due diligence of the investment opportunity

l. The Agent will typically assist the Customer by introducing them to appropriate and referenced experts (“Third Party Suppliers”), to obtain any of the above in 3.10 (or any other advice or services that the Agent does not provide), but the Agent does not take any responsibility for the performance or behaviour of any recommended Third Party Suppliers and the Customer is free at all times to use their own Third-Party Suppliers. Agents cannot receive any profit share, commission or other payment from the contractors, or have any other interest in the payments made by the Customer for the Works unless fully disclosed and agreed in advance by the Customer. The Agent will not have any liability whether in contract or in tort or in delict or in negligence or for breach of statutory duty or otherwise in response of advice or services provided by any Third Party Suppliers even if recommended to the Customer by the Agent

57. Customer's Obligations

a. The Customer shall:

i) ensure that the terms of the Order are complete and accurate;

ii) cooperate with the Agent in all matters relating to the Services;

iii) provide the Agent with such information and materials as the Agent may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

iv) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start, including but not limited to the necessary Identification required by the Agent to comply with all Anti-Money Laundering legislation; and

v) ensure that it has in place all the items necessary to make the purchase of the Property including, but not limited to, a UK bank account, UK registered company where required, and the required financing for the proposed transaction, including equity and debt finance where needed.

b. If the Agent's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer, or failure by the Customer to perform any relevant obligation ("Customer Default"):

i) the Agent shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Agent's performance of any of its obligations;

ii) the Agent shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Agent's failure or delay to perform any of its obligations as set out in this clause 4.2.

58. Fees and payment

a. Upon acceptance of the Order by the Agent (and for each subsequent Property sourced), the Agent may at its absolute discretion, request that 100% of the sourcing Fee is payable into their client account or as recommended the Sourcing Investments Escrow Service, within 2 calendar days, and if so requested, the Agent will not carry out the Services until this is received in cleared funds; After the funds have cleared, the Agent or Sourcing Investments (if using the Sourcing Investments Escrow Service) will notify both parties that funds are being held successfully.

b. Unless otherwise agreed between the parties, the balance of 100% of the Fee will then become due and payable to the Agent within 2 calendar days of both the Agent and the Investor agreeing:

i) Exchange of Contracts for any Property sourced or introduced by the Agent, or any other property sourced or introduced by the Agent; or

ii) if within 12 months of termination of this Contract there is an Exchange of Contracts on a Property which was sourced or introduced by the Agent during the term of this Contract.

c. The Fee will be payable by the Customer whether the Customer purchases the Property directly via the Agent, or indirectly by another route. For the avoidance of doubt, if the Fee is refunded to the Customer under this clause 57 and the Customer subsequently completes a purchase of the Property, then these terms shall still apply, and the Fee will become payable.

d. The Agent will use reasonable endeavours to see that The Fee be fully refunded to the Customer by the individual agent to whom the duties under this Contract have been sub-contracted too and at no stage or circumstances is the responsibility of SIMS Sourcing Ltd if the following circumstances take place:

i) the Property is withdrawn from sale by the seller prior to Exchange of Contracts; or

ii) the Customer declines to proceed to Exchange of Contracts because the Property and the investment opportunity described by the Agent is deemed, by a third-party expert (e.g.) property lawyer or surveyor), to substantially and materially differ from that described by the Agent in the Full Investment Details . Where the Full Investment Details state that there are zero specific renovations anticipated, the Agent has assumed that the property appears to be in good condition and is ready for occupation. However, Customers should expect almost every and any survey or report on any property to contain at least some suggested items for improvement or upgrade. Where these suggested works would not be expected to be material to the purchase price, the total investment, or materially delay the period required to get the property into a condition to be let or sold, then such minor works would not entitle the Customer to a full refund of the Fee.

e. For all other matters which bring about a failure to agree Exchange of Contracts, the recommendation is that 67% of the fee should be refunded to the customer and 33% will be paid to the Agent, unless the parties mutually agree otherwise.

f. If the Agent to whom the duties under this contract have been sub-contract to and the Customer are in dispute over the Fee it is recommended that both parties should refer the matter to The Property Ombudsman or The Property Redress Scheme for them to attempt to resolve any dispute.

g. For the avoidance of doubt, if after Exchange of Contracts the purchase fails to complete, the Agent will not be liable for any losses of the Customer nor for any refund of the Fee, albeit that the Agent will actively engage in helping the various parties reach satisfactory solutions to any difficulties that arise.

h. This clause 57 shall survive Termination of contract.

59. Intellectual property rights

a. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Agent.

60. Confidentiality

a. A party ("receiving party") shall keep in strict confidence all information relating to the Property that has been disclosed to the receiving party by the other party ("disclosing party"), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents, insurers and professional advisors and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 59 shall survive termination of the Contract.

61. Limitation of liability

a. Nothing in these Conditions shall limit or exclude the Agent's liability for:

i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

ii) fraud or fraudulent misrepresentation; or

iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

b. Subject to clause 60.a :

i) the Agent shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

ii) the Agent's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total sum received by the Agent from the Customer for the Services provided.

c. The Agent shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Third Party Suppliers.

d. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

e. The liability of the Agent under or in connection with this Contract whether in contract or in tort, in negligence, for breach of statutory duty or otherwise in respect of any claim or series of claims shall not exceed the amount, if any, recoverable by the Agent by way of indemnity against the claim or claims in question under professional indemnity insurance taken out by the Agent and in force at the time that the claims or (if earlier) circumstances are notified to the insurers in question.

f. In respect of any loss suffered by the Customer, for which the Agent and any other party are (on any basis) liable, the liability of the Agent shall be limited so as to be proportionate to the relative contribution of the Agent to the overall fault giving rise to the loss in question.

g. This clause 60 shall survive termination of the Contract.

62. Termination

a. Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 14 days' written notice.

b. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

i) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;

ii) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts, or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

iii) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

iv) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

v) the other party (being an individual) is the subject of a bankruptcy petition or order;

vi) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

vii) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the other party (being a company);

viii) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

ix) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

x) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 61.b ii) to clause 61.b ix) (inclusive);

xi) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

xii) the other party's financial position deteriorates to such an extent that in the Agent's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

xiii) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

c. Without limiting its other rights or remedies, the Agent may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment, and fails to pay all outstanding amounts within 7 days after being notified in writing to do so.

d. Without limiting its other rights or remedies, the Agent may suspend provision of the Services under the Contract, or any other contract between the Customer and the Agent, if the Customer becomes subject to any of the events listed in clause 61.b ii) to clause 61.b xiii), or the Agent reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

63. Consequences of termination

a. On termination of the Contract for any reason:

i) the Customer shall immediately pay to the Agent all of the Agent's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Agent shall submit an invoice, which shall be payable by the Customer immediately upon receipt;

ii) the accrued rights, remedies, obligations and liabilities of the parties as at the expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

iii) clauses which expressly or by implication survive termination shall continue in full force and effect.

64. Force majeure

a. For the purposes of this Contract, "Force Majeure Event" means an event beyond the reasonable control of the Agent including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Agent or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Agents or subcontractors.

b. The Agent shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

c. If the Force Majeure Event prevents the Agent from providing any of the Services for more than 7 (seven) calendar days, the Agent shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

65. Personal Data

a. The Agent, shall be registered with the Information Commissioners Office, and will collect personal data and may, if required, pass this data onto the contracted lawyers, and mortgage brokers as described in the analysis and for the purpose of enabling the Property purchase.

b. The Customer acknowledges that such data as may be necessary to enable the Services may be collected by the Agent and transmitted to its group companies, legal and financial service providers as necessary and explicitly gives permission to the Agent to do so and agrees to sign any documents necessary to enable such transfers to take place.

66. Renovation Escrow Service

a. The Customer and the Agent may agree to utilise the Renovation Escrow Service provided within the Sourcing Investments Ltd website(s) in relation to any transaction between them.

67. General

a. Assignment and other dealings.This Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.

b. Notices A notice given to a party under or in connection with this Contract shall be in writing and sent to the party at the address given in this Contract.

c. Severance.

i) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

ii) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

d. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

e. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

f. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

g. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Agent.

h. Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

i. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Statement of Fact – Compliance Vault

68. 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 insurer Sam Scott on sam.scott@brunelpi.co.uk or 0117 325 0955.

69. 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. How long have you been trading under Compliance Vault including any predecessor business(es)? Less than 1 year

70. Profession: Planning & Development Agency/Sourcer/Estate and Lettings Agent in UK

a. 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 Sam Scott from Brunel Professionals through the live chat and they can immediately arrange extra cover with preferential rates.

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

c. 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 TRUE

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

e. 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

f. If you chose to sell your properties to your own investors (off the platform) then you and/or your business confirms 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; TRUE

g. 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

h. 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

i. You have not had any fraud or dishonesty losses e.g., theft of client money by an employee; TRUE j. You have never been refused similar insurance, or had any policy cancelled or voided at any time; TRUE

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

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

m. 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

n. 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

o. 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

p. 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

q. 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

If you are expecting more than this on any project, please contact SIMS Sourcing Limited immediately.

r. You confirm you do not give guarantees on investment returns 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

s. 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

71. Joint Ventures for Site Sourcing

a. Please note this policy does not cover Joint Ventures for site sourcing or with investors – if you wish to be covered for a Joint Venture then please contact Sam Scott at Brunel Professions who can assist you immediately.

b. Failure to comply with this means that Joint Ventures are not covered, and you risk not being covered under this PI Policy.

72. 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 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.

73. NON-DISCLOSURE AGREEMENT and Addendum to Sourcing Investments Agent Terms and Conditions

a. 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”).

b. 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 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.

c. 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.

d. 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 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 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). e. Without prior written consent, neither party shall disclose to any person or entity the fact that the parties have exchanged any Information. Likewise, without the prior written consent, neither A, B shall disclose to any person the fact that discussions or negotiations are taking place concerning the Business Opportunity, including the status thereof.

f. 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.

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

h. 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.

i. 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.

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

k. A and B agree to cooperate in good faith following the signature of this agreement. Furthermore, B agrees not to enter into 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.

l. 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.

m. 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.

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

o. This Agreement has been agreed and executed as of the date electronically signed on the website.


Agent Terms and Conditions. Version No. 1. Released 29.03.2022