Investor Terms & Conditions

Terms and Conditions applicable to you if you are an Investor

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 is 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


Investor Terms and Conditions

The website www.sourcinginvestments.co.uk is operated by, or on behalf of Sourcing Investments Limited of C/O Rothmans LLP, Fryern House, 125 Winchester Road, Chandlers Ford, Hampshire, SO53 2DR, UK (“SIL”). SIL (and/or a subsidiary undertaking or parent undertaking of SIL (a “Group Company”)) operates www.sourcinginvestments.co.uk and may operate other websites from time to time (www.sourcinginvestments.co.uk and any other website operated by SIL from time to time being the website(s) or site(s)). By using or subscribing to our Website as an Investor (“Investor”), you agree to comply with and be bound by the following terms and conditions (the "Terms of Use") together with our privacy policy and any other documents referred to therein. If you do not agree to these Terms of Use, you must not use our website.

We reserve the right to amend these Terms of Use from time to time. Any changes will be posted on our website. You will receive a notification regarding the updated Terms of Use when you next log in to the website and will be allowed to review and accept the updated terms. Specific services that we offer, or make available to you, may also be governed by additional or alternative terms and conditions with us, or other third parties.

21. Registering on our website

a. You must be 18 years old or over to create an account on our website, and warrant that the details you provide on registration are true, accurate, complete and current. Further, in order to use our website(s) as an Investor, you must comply with the criteria set out by SIL in the registration form. SIL may determine in its absolute discretion as to whether you qualify to use the website(s) and that you have provided the required information and documentation to its satisfaction. Should you fail to do so, SIL reserves the right to prevent or restrict your use of the website(s). SIL reserves the right to prevent or restrict your use of the website(s) if SIL (in its absolute discretion) believes there is a risk of non-compliance with these terms or any relevant legislation in force from time to time or should you (in SIL’s absolute discretion) cease to comply with SIL’s registration requirements at any time and for whatever reason.

b. Upon your registration being accepted by SIL and your use of the websites becoming active, these Terms of Use shall constitute a legally binding contract between you and SIL. Such contract shall continue in force until terminated in accordance with these Terms of Use.

c. You must promptly update us with any changes to your account or other registration details. You must create a password when you register, and you are responsible for maintaining the confidentiality of that password. You agree that any person to whom your username or password is disclosed is authorised to act as your agent for the purpose of transacting for any services via this website, and you will be responsible for any activity conducted using your password. You shall take reasonable steps to prevent unauthorised access to your account via any computer or other device that you use to access your account. If you believe someone has, without authorisation, accessed an account that you created on this website, please contact us immediately.

22. Your responsibilities

a. The content on our website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action based on the content on our website. Please note that we are not an estate agency. Some of our websites provide a service where Agents may market and present (and you may view) property investment opportunity details ("Details"). The Agents posting the Details are solely responsible for their accuracy and fielding enquiries relating to those properties or associated investment opportunities. We host the Details in good faith, but we have not verified them, and we make no representations, warranties or guarantees, whether express or implied about the Details. We are also not giving you any advice (investment, financial or otherwise) in respect of any content on our website or recommending or endorsing any properties, investment opportunities, products or content on our website.

23. Materials you provide

a. By submitting content on our website or otherwise providing content to us ("Content"), you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, sub-licensable and fully transferable licence to use, reproduce, display, sell, modify and edit the Content. You waive any moral or other rights you may have in the Content. We will not pay you any fees for the Content and reserve the right in our sole discretion to remove or edit it at any time. You warrant and represent that you have all consents and rights necessary to grant us these rights, in accordance with our procedures, and provided that the content is not illegal, obscene, abusive, threatening, defamatory or otherwise objectionable to us. Any personal data that you provide via, or in connection with, the website will be governed by our privacy policy.

24. Disclaimer and liability

a. 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 the 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 website 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 websites unavailable with or without notice to carry out maintenance or upgrade work. We accept no liability for any interruption or loss of service.

b. 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.

c. Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

d. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our website or any content on it, whether express or implied.

e. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

i) use of, or inability to use our website; or

ii) use of, or reliance on, any content displayed on our website;

iii) the performance, behaviour or actions of any Agent, either regarding any property on our website, or any other property or matter arising with the Agent. SIL undertake a vetting process of the compliance of all Agents before allowing them access onto the website. Once onboarded, SIL subsequently reserves the right to monitor Agent and Investor communications and Agent performance, but we cannot guarantee the performance of any third parties including any Agent.

f. if you are a business user, please note that in particular, we will not be liable for:

i) loss of profits, sales, business, or revenue;

ii) business interruption;

iii) loss of anticipated savings;

iv) loss of business opportunity, goodwill or reputation; or

v) any indirect or consequential loss or damage.

25. Indemnification

a. You agree to indemnify, defend and hold us and our Group Companies, shareholders, officers, directors, employees, agents or suppliers harmless from any claims or demands, made by any third party due to or arising out of your use of this website or through your password or otherwise, the violation of these Terms of Use by you, or the infringement by you of any intellectual property or other rights of any other person or entity.

26. 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 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 is 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.

27. 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. We grant you a non-exclusive, non-transferable licence to use the Software solely in executable form and only to the extent necessary for use of the website, and for no other purpose.

c. 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 of Use.

d. 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.

28. Third Parties

a. This website may contain links to third-party products, services and/or website that are not affiliated with us. We have no control over the products, services or website of these third parties and we do not guarantee or take responsibility for them. This website may also contain advertising from third parties, and we are not responsible for any misleading or inaccurate advertisements which are the sole responsibility of the advertiser. Any links or advertisements on this website should not be taken as an endorsement by us of any kind. Furthermore, this website contains data provided by third parties and we accept no responsibility for any inaccuracies in this material. You agree to release us from claims or disputes of any kind arising from or in any way connected to such disputes with third parties.

b. We may direct you to third-party payment service providers (such as PayPal) who have their own terms and conditions which will apply.

29. Escrow Service

a. In the event that you proceed with potential investments advertised on our website, you may be asked to deposit funds in relation to sourcing fees into SIL’s nominated client account (“Escrow Account”). This secure and ring-fenced account provides protection for your monies. The account is insured and has been structured to protect the funds in the event of the insolvency or administration of SIL.

b. Your escrow funds will be sent to the relevant party, on either completion or termination of a potential investment, and only ever with the full agreement of both you and the relevant Agent of the investment. In the event of any dispute between you and the relevant Agent, the dispute resolution service available on the website must be used. If this dispute resolution service fails to deliver an agreement between the parties, then disputes are referred to The Property Ombudsman or The Property Redress Scheme. SIL will not direct the transfer of any funds from the Escrow Account until both the potential Investor and Agent are in agreement, or as directed to do so by a competent court or authority of England, Wales or Scotland.

30. Restrictions on Use

a. You agree not to:

i) transmit any material designed to interrupt, damage, destroy or limit the functionality of our website;

ii) use any automated software to view our website without consent and to only access our website manually;

iii) use our website other than for your own personal use or as an agent listing property for sale or rent;

iv) attempt to copy our data or reverse engineer our processes;

v) use our website in any manner that is illegal, immoral or harmful to us (including to commit or facilitate the commitment of any fraud against us);

vi) use our website in breach of any policy or other notice on our website;

vii) remove or alter any copyright notices that appear on our website;

viii) publish any material that may encourage a breach of any relevant laws or regulations;

ix) interfere with any other user’s enjoyment of our website;

x) deal directly or indirectly with Agents introduced to you by SIL, except through the website, at any time during your subscription and for one year after the termination of your subscription;

xi) transmit materials protected by copyright without the permission of the owner; or

xii) conduct yourself in an offensive or abusive manner whilst using our website.

b. We shall be entitled to suspend any services to you and/or terminate our contract without notice to you if you commit a breach of these Terms of Use and in particular these restrictions on use, which in our reasonable opinion is serious enough to merit immediate termination.

c. We recommend that all conversations take place in the Business Conversation Area provided by us, as we keep an audit trail of such conversations. Any conversations that take place outside of the Business Conversation Area will not benefit from the audit trail or any other security functions that we may provide.

31. Payment/Fees

a. Fees (plus VAT and any other taxes or duties thereon) and any other charges due from the Investor shall be paid by the Investor in accordance with these Terms of Use.

b. Details of any fees payable by an Investor will be displayed at the time of registration by that Investor on the registration form. No fees shall be refundable.

c. Where an Investor registers under a free subscription offer, no payment will be taken. All free users agree that as part of their agreement to use the website they will also a) join the Sourcing Investments Family Facebook Group, and b) provide, when requested, feedback on the website and SIL’s services, but no more than twice in any year, and via feedback questionnaires supplied by SIL.

d. If the Investor 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 its Group Companies reserves the right to charge interest on any outstanding amounts at the rate of 4% per annum above HSBC Bank PLC's 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;

ii) without prejudice to any other right or remedy available to SIL, SIL shall be entitled to terminate the Investor’s use of the website or suspend the Investor’s use of the website without notice to the Investor and until payment of all outstanding Fees is made in full; and

iii) SIL reserves the right to charge the Investor 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).

e. Without prejudice to any other provision of these Terms of Use, SIL reserves the right to vary its fees and any structure of charges in place from time to time subject to providing 7 calendar days written notice to the Investor. Any services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.

32. Your Rights to Cancel

a. The rights set out in this clause 32 only apply if you are a consumer (that is acting outside of your trade, profession or business). If you are not acting as a consumer then this clause shall have no effect.

b. If you are a consumer then you have a legal right to cancel your contract with SIL under the Consumer Contracts Regulations 2013 and if applicable, receive a refund.

c. You may cancel your contract at any time. (remove) within 14 days from the day that you register on our website, and we accept your order (“Cancellation Period”).

d. You can cancel your contract by completing the contact form available here.

33. Termination of Registration

a. Either party shall be entitled to terminate the Investor’s registration (and therefore the Investor’s use of the website) (“Registration”) by serving written notice to the other party.

b. Either party may terminate the Registration immediately upon written notice to the other party if the other party:

i) commits any material or persistent breach of these Terms of Use, the Privacy Policy or other terms and conditions applying to the Investor from time to time 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.

c. Without limiting any other rights contained in these Terms of Use, SIL (or any Group Companies on its behalf) may immediately suspend an Investor’s Registration or suspend access to, or temporarily remove any Content from the website(s) (or cause any of those things to occur) if the Investor breaches these Terms of Use, the Privacy Policy or any other terms and conditions applying to an Investor from time to time and fails to rectify that breach immediately upon receipt of notice requiring rectification.

d. On termination of the Registration for whatever reason:

i) all Fees and any other sums due from the Investor to SIL (or any Group Companies) shall immediately become payable and the Investor shall immediately pay SIL such sums in full and SIL shall be authorised to automatically charge the Investor’s debit or credit card for the relevant amount.

ii) where an Investor has chosen to pay fees in monthly instalments, the notice period for termination shall be 90 days and three further full monthly instalment payments for the remainder of the subscription shall become immediately due and payable in accordance with this clause and SIL shall be authorised to automatically charge the Investor’s debit or credit card for the relevant amount.

iii) Where an Investor has chosen to pay fees annually no refunds will be given; and

iv) the Investor’s ability and right to access the website shall be immediately terminated.

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

34. Jurisdiction

a. These Terms of Use are governed by English law and the contract between you and us is made in England. Any disputes will be settled in English courts, although we may take action to enforce our intellectual property rights in any relevant jurisdiction. If any provision of these Terms of Use is found to be unenforceable, it will be replaced with a provision reflecting the intent of the original provision and the enforceability of the remainder of these Terms of Use shall be affected.

35. Business Conversation Area

a. All the communication on the website(s) in relation to potential or actual property investments is conducted through our online Business Conversation Area, which is embedded within the website(s). This is the secure encrypted conversation facility created by SIL to provide a safer and more transparent way of doing business that better protects all parties involved. All conversations are stored in your personalised area, to ensure an entire record is there for you, showing precisely who said what and when giving more transparency to the whole investment process. Investors are required to conduct all communications in respect of potential or actual property investments through the Business Conversation Area.

36. Testimonials

a. You may from time to time during or after the termination submit, at your own option, feedback testimonials or reviews regarding SIL, its website(s) and/or its services. By submitting such information, you grant SIL a royalty-free, perpetual licence to copy, reproduce, display, publish, and otherwise use the content, data or information provided, for any purpose whatsoever. This licence shall survive termination of the contract between SIL and the individual or company.

37. 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 Agents or their associated companies or their related parties, whose identities are made available to you via SIL shall constitute Confidential Information and you, your associated entities or individuals 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 any business transactions, agreements or undertakings with any such Agent identified or introduced by SIL; or

ii) seek to bypass, compete with, avoid or circumvent SIL from any business transaction or business opportunity by utilising any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information. This includes but is not limited to circumstances where the Investor completes a property transaction with an Agent introduced to them via SIL without SIL receiving any fees from the Agent or Investor in relation to the transaction. In such circumstances, the Agent and Investor agree that they are jointly and severally liable to pay SIL the greater of £1,000 or 1.5% of the purchase price of the relevant property.

b. The Investor 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 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 daily from the due date until actual payment of the overdue amount, whether before or after judgment and the Investor shall pay the interest together with the overdue amount.

38. Renovation Escrow Service

a. The Renovation Escrow Service within the SIL website(s) provides an integrated solution to the long-standing property investment sector problem of securing client money during a renovation whilst providing relevant building contractors with the confidence that they will get paid. The 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 or refurbishment. As the funds are held ‘In Escrow’ (in a separate ring-fenced, insurance-backed bank account) the stage payment 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 improved security, protection and structure on the project management aspects of any property deal for all parties involved.

b. SIL charges 2%, plus any relevant VAT, on all payments processed through the Renovation Escrow Service. For all transactions executed on SIL websites, 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.

39. General

a. The headings in these Terms of Use are solely used for convenience only. You may not assign or delegate any or all your rights or obligations in this Agreement. We may assign this Agreement at any time without notice to you. Our delay or failure to exercise or enforce any right or provision of these Terms of Use shall not constitute or be construed as a waiver of such right to act. We shall not be responsible for any breach of these Terms of Use caused by circumstances beyond our control. Nothing in these Terms of Use shall be construed to create a joint venture, partnership, or agency relationship between you and us, and neither you, nor we, shall have the right or authority to incur any liability, debt, or cost, or enter into any contracts or other arrangements, in the name of or on behalf of the other.


Referrer Terms

40. Definitions - In these Terms and Conditions, the following terms shall have the following meanings:

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

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

c. "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;

d. "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;

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

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

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

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

i. "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;

j. "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.

k. "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

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

41. 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.

42. 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.

43. 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.

44. Fees

a. A fee (plus relevant VAT if applicable) per Investor shall be paid to the Referrer for each Investor successfully subscribed to the website using the Referrers unique referrer code.

b. Fees will be calculated at the end of each month, creating an automated invoice on behalf of the Referrer. Invoices will be paid in GBP to the nominated UK bank account of the Referrer within 20 working days of the end of the relevant month.

45. 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).

46. 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.

47. Term and Termination

a. This Agreement shall commence in accordance with clause 41. (a) and shall continue unless terminated in accordance with this clause 47.

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.

48. 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.

49. 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.

50. 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.

51. 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.


Renovation Escrow Terms

52. Definitions: In these Conditions, the following definitions apply:

a. “Arbitrator” The party who is designated in these terms and conditions to arbitrate disputes concerning payment between the Customers. Unless otherwise agreed by the Customers, the Arbitrator in the first instance shall be SI

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

c. “Customers” The two Parties to the Transaction, who agree to use the Services in accordance with these Terms and Conditions. “Customer” refers to either of the two parties

d. “Escrow Funds” The relevant funds always held in the Escrow Account, ringfenced and insured client bank account of Sourcing Investments Ltd

e. “Commencement Date”; The date of registration and acceptance of these Terms and Conditions by both Customers

f. “Works Contract”; the contract between the Payee and Payer for the supply of goods and services, for which payment will be controlled and provided via this Sourcing Investments Escrow Service and in accordance with these Terms and Conditions.

g. “Intellectual Property Rights”; patents, rights to inventions, copyright and related rights, trademarks, 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.

h. “Payer”; The identified and registered provider of funds to the Escrow Account in relation to the Works Contract, who has accepted these Terms and Conditions

i. “Payee”; The identified and registered recipient of funds from the Escrow Account in relation to the Works Contract who has accepted these Terms and Conditions

j. “Property” the Property relevant to the Works Contract

k. “Sourcing Investments Escrow Service” Sourcing Investments Escrow Service provides an independent contractual money holding service between Payer and Payee

l. “Services”; the services supplied by the SIL to the Payer and Payee as set out in these Terms and Conditions

m. “SIL” the company Sourcing Investments Limited, registered in England and Wales, Company No: 09920397. Registered Office: C/O Rothmans LLP, Fryern House, 125 Winchester Road, Chandlers Ford, Hampshire, SO53 2DR

n. “Terms and Conditions”; these terms and conditions as amended from time to time

o. “Transaction” The reason for the transfer of money between the Customers using the Sourcing Investments Escrow Service. SIL acts solely as a money transfer service to transfer monies to the payee when instructed by the Payer, or as directed by a court of competent authority.

p. “Website” The website at www.sourcinginvestments.co.uk and all derivations of that website.

q. “Written/Writing” a reference to writing or written includes e-mails.

53. Basis of Contract

a. The Contract constitutes an agreement by the Customers to purchase and utilise Services in accordance with these Terms and Conditions.

b. The Contract shall only be deemed to be accepted when the Payer and Payee in relation to a Works Contract both digitally accept the Terms and Conditions, 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 in relation to the Sourcing Investments Escrow Service. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of SIL which is not set out or specifically referred to in the Contract.

d. SIL can, at its entire discretion decline to contract and provide services to any potential customer, for whatever reason it sees fit, and shall not be required to disclose such reason to any party, other than a court or regulatory body of competent authority.

e. 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.

f. The management and operational activity of the Sourcing Investments Escrow Service will be conducted in the UK and subject to the laws and regulations of the UK. All transactions take place in the UK and all Escrow Funds are held in bank accounts in the UK. Payers from outside of the UK can submit Escrow Funds into the Sourcing Investments Escrow Service subject to meeting the requirements outlined in these Terms and Conditions.

54. Services

a. SIL shall supply the Services to the Customers in accordance with these Terms and Conditions or as varied in writing from time to time.

b. SIL will provide services to Customers using the Sourcing Investments Escrow Service. This service will enable Customers to register with the service and then agree and document within the system the payments schedule related to the Works Contract. Subject to agreement by both the Payer and Payee such agreed payment schedule will also be able to be amended from time to time. The Payee will then be able to use the system request that the Payer place Escrow Funds on deposit within the Escrow Account, to provide comfort to the Payee that funds are available before a works stage is commenced. Upon completion of the relevant works stage, the Payee will be able to request payment for that stage. Once the stage works are agreed by the Payer, SIL will remit the funds to Payee on instruction.

c. Escrow funds will always be held in ringfenced, and insurance backed, segregated client bank accounts. SIL will maintain adequate insurance for fraud or theft by internal or external parties. SIL will have appropriate undertakings with the relevant bank that, in the event of the insolvency of SIL, Escrow funds are ringfenced from the assets of SIL and therefore not subject to claim by the creditors of SIL, and that in such an event, these monies shall be returned by the bank to the owner or beneficiary of the Escrow Funds. Escrow funds will not be mixed with SIL’s own money or own day to day trading accounts.

d. SIL aims to make payment to Payees no later than 24 business hours after instruction to pay funds.

e. SIL will only release Escrow funds to Payees on instruction from the Payer or as directed by a Court of Law. SI will return Escrow Funds to the Payer at the request of the Payer but only after the Payee has either agreed to the release of Escrow Funds or has not objected to the notice of the return of Escrow Funds to the Payer within 48 business hours of such a request being posted on the Sourcing Investments Escrow Service. An administration charged may be levied on any return of Escrow Funds to the Payer.

f. SIL may delay or refuse to act on instructions or make payment if:

i) SIL reasonably believe that the Customers did not give us the instruction;

ii) Customer's instructions are unclear or not in the required form;

iii) SIL reasonably suspect fraudulent activity;

iv) SIL believes that the transaction may be contrary to a relevant law or regulation; or

v) SIL, acting reasonably have any other valid reason for not acting on your instructions. If SIL refuse to make a payment we will, where legally permitted to do so, notify you and, if possible, give our reasons for refusal.

g. SIL is not involved in any way in the selection of the party delivering the Works Contract or for the performance of delivery of the Works Contract or the provision of goods or services related to a Works Contract. SI is only involved in the provision of payments related to the Works Contract. SIL does not offer relief for any consequential loss that parties suffer from non-performance related to the underlying works, or goods, or services and the Works Contract.

55. Customer’s obligations

a. Customers agree that they will separately enter a Works Contract directly between each of the Payer and Payee. Such Works Contract should set out and clearly define, amongst other things the scope of the project and works to be undertaken, all conditions of the contract, any relevant working drawings, bills of quantities and specifications. Furthermore, the Works contract should clearly define the relevant stages for payments to be made by the Payer and be very specific about what is required for a release of a stage payment to become due.

b. Customers are required to agree between them that the relevant works have been completed to the required standard for the payment for such stage payment to be released by SIL. Agreements for stage payments are a matter between the Payer and Payee.

c. Payers agree that when a works stage has been completed, to efficiently proceed with the steps on the Sourcing Investments Escrow Service to enable appropriate payment to be made to the payee.

d. Customers agree that once SIL receives and process an agreed payment instruction from both the Payer and Payee and once payment is made, that such instruction cannot be reversed. Customers must only authorise payment if they are satisfied that all terms of the Works Contract have been met. The decision to authorise payments rests entirely with the Customers.

e. Customers will be required to comply with all KYC and AML procedures as required by SIL from time to time. SIL reserve the right to refuse to contract with any party or to transfer any Escrow Funds if it is in any way unsatisfied by any party’s compliance with regards to Anti Money Laundering Regulations or other law, regulation or code. Should any relevant Government authority request that payment is delayed pending Money Laundering or Anti-Terrorism checks or similar, or if SIL suspects any wrongdoing or potential wrongdoing, then SIL may delay payment until such checks are completed. SIL accepts no liability for such delays.

f. SIL may be required to provide details about any Payer or Payee to relevant Governmental authorities or by law.

g. You accept that any interest earned on Escrow Funds will belong to SIL. Costs and charges of operating the Sourcing Investments Escrow Service will be borne by SIL, but any specific charges related to operating a Customer’s payments shall be borne by the customer, including any bank transfer fees, foreign exchange charges, penalties and refund fees.

h. Overseas customers shall be responsible for their own foreign exchange exposure. Amounts made and lost on an exchange shall be for the account of the Customer. All dealing with the Sourcing Investments Escrow Service with be considered in UK GBP only.

i. If a payment is made to a Payer or Payee in error, then such party agrees to immediately return any relevant sum to SIL on its request.

j. The Payer is responsible for ensuring that the bank account details that it has agreed to send funds to are correct and that the Payee is the owner such bank account. SIL has no responsibility to Customers to ascertain the identity of the other party to a transaction. It is important that Customers confirm the identity of the other party to a transaction before agreeing to a transaction, and, where relevant, undertake their own KYC and AML procedures.

k. In order to protect your account against misuse, you must: (a) keep your security details secret and take all reasonable stringent precautions to prevent unauthorised or fraudulent use of them; and (b) tell us immediately if you think someone else may know any of your security details or if you suspect unauthorised use of your account; and (c) act with great and reasonable care, including taking reasonable steps to prevent unauthorised use of your security details; and (d) not act fraudulently. If you suspect someone knows your security details, you must contact us immediately. If you fail to do so, you will be liable for any unauthorised payments on your account confirmed by use of the security details. If you breach any of your security duties, you may be liable for transactions even if you did not authorise them.

l. You will be responsible for all losses (including the amount of any transaction carried out without your authority) if you have acted without reasonable care to facilitate that unauthorised transaction, or you have acted fraudulently. We will not be liable to you for any breach of (or failure to perform) our obligations where you have failed, intentionally or with negligence, to comply with any term of our agreement with you relating to the issue or use of security details You will be responsible for all losses caused by your gross negligence.

m. Customers are strongly advised, where they have access to it, to keep all conversations and records of conversations on the Business Conversations Area and the Sourcing Investments Escrow Service and not to use other forms of contact – this area provides a full and complete record of the business transaction and can be used by parties, their advisers and any important third party (such as The Property Ombudsman) in the event it is required for dispute resolution. Business dealings done outside of the Business Conversation Area are less likely to be stored and available for use in dispute resolution, which may weaken a party’s position in the event of a dispute.

56. Dispute Resolution

a. Customers are required to attempt to agree between them the release of Escrow Funds from Payer to Payee. If the parties cannot agree they can request that SIL act as Arbitrator in the first instance. If such arbitration becomes necessary, then such arbitration will only relate to payment of sums held in the Escrow Account and not to any other matter. SIL is not an expert in construction matters and can only make an arbitration where it is competent to do so. SIL will, where it feels able to do so, make a recommendation to the Customers, and such recommendation shall not be binding on either party. SIL will only release disputed Escrow Funds if both Payer and Payee agree with SIL’s recommendation.

b. If SIL arbitration fails to bring about the agreement between the Payer and Payee, then we would recommend that both parties agree to submit to the recommendation of a RICS surveyor. If both parties agree, SIL will recommend a RICS surveyor, whose appointment will need to be agreed to by both parties, to then inspect the work. The RICS surveyor will be paid in advance equally by both parties and the parties should agree that the surveyor’s recommendations shall be binding on both parties. Should either party then refuse the recommendations of the surveyor (despite having contractually agreed to be bound by such recommendation) then we would expect the only outcome will be legal action by the parties to bring about resolution.

57. Fees and payment

a. Fees will be charged by SIL on all Escrow Funds at the advertised rate shown on the website from time to time. Once a project has commenced the fee rate shall remain the same throughout such a project. For each stage payment, the fee amount will be fully visible to customers prior to payment. Fee payment for each stage will be taken by SIL at the point of any payment being made from Payer to Payee for a stage. Customers authorise SIL to take the fees due to SIL under this agreement from the Escrow Funds held.

b. If the amount held in Escrow Funds is less than the total amount to be paid to the Payee plus SIL’s fees, then no remittances will be made until the total amount is available in Escrow Funds. No part payments shall be made, and no fees will be charged until payments to Payees are made in whole for an agreed stage payment.

c. SIL may reject any funds which are not received from the bank account registered with SIL, or if not for the exact amount instructed. Administration fees may be deducted from any funds that are returned.

d. SI will provide VAT invoice/receipts for the total fees remitted related to a Works Contract after the final payment has been made.

58. Intellectual property rights

a. SIL is the owner or licensee of intellectual property rights on the website, information and content available on the website, any database operated by SIL, any proprietary software utilised by SIL to enable you to use this website ("Software") and the underlying source code and the Sourcing Investments Escrow Service. 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. We grant you a non-exclusive, non-transferable licence to use the Software and the Sourcing Investments Escrow Service solely in executable form and only to the extent necessary for use of the website, and for no other purpose.

c. 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 of Use.

d. 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.

59. Confidentiality

a. Any party (the “receiving party”) shall keep in strict confidence all information that has been disclosed to the receiving party by the other party (the “disclosing party”), its employees, its agents or its subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services or the Property which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under this Contract or the Works 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 relevant 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.

60. Limitation of liability

a. Nothing in these Conditions shall limit or exclude SIL’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) SIL 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) SIL’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 SIL from the Customer for the Services provided.

c. SIL 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 or in relation to and good or services provided by any other party, including all goods and services provided in any Works Contract.

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.

61. Termination

a. Without limiting its other rights or remedies, any of the parties may terminate this Contract by giving the other party 14 days’ written notice.

b. Without limiting its other rights or remedies, parties 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 a 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 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 the 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) to clause 61. b i) (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 (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 SIL 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.

62. Consequences of termination

a. On termination of the Contract for any reason:

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

ii) the accrued rights, remedies, obligations and liabilities of the parties as at 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; an

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

iv) if termination is after payment has been received from a Payer SIL will return each payment received to the bank account from which it was paid in accordance with the terms above.

63. Force majeure

a. For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the parties 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. SIL 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 SIL from providing any of the Services for more than 7 days, the Customer shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice SIL.

64. Personal Data

a. Any personal data that Customers provide via, or in connection with the website or the Sourcing Investments Escrow Service will be governed by our privacy policy.

b. SIL may be required to provide details about any Payer or Payee to relevant Governmental authorities or by law.

65. 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 or by email and sent to the party at the address or email address given under 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 and Jurisdiction. 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 and 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).


Managed Service

66. MANAGED SERVICE AGREEMENT BETWEEN:

(1) Sourcing Investments Ltd, a company registered in England under number 09920397 whose registered office is at C/O Rothmans LLP, Fryern House, 125 Winchester Road, Chandlers Ford, Hampshire, SO53 2DR (“the Company”); and

(2) (“the Customer”) A Client/Investor who has agreed to use the Managed Service Product

67. Definitions. In this Agreement, the following definitions apply:

a. "Agreement" the Agreement between SIL and the Customer for the supply of the Managed Service in accordance with the Conditions.

b. "Commencement Date" The date the Agreement comes into existence when SIL and the Customer both digitally accept the Agreement.

c. "Conditions" the terms and conditions within this Agreement.

d. “Fee” the agreed fee for the Managed Service.

e. "Intellectual Property Rights" patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, 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.

f. "Managed Service" the services supplied by SIL to the Customer as set out in the Agreement.

g. "Property Sourcing Fee" This is the fee payable to the Agent (3rd Party) for finding of the property and any services offered by them.

h. “Sub-Contractor” Professional third parties contracted by SIL to deliver the Managed Service.

i. “Written/Writing” a reference to writing or written includes e-mail when sent to the designated email addresses set out in Clause 82.a. of this Agreement or communicated using the Conversation System provided by us.

68. Acknowledgment of Parties to the Agreement

a. This is a legally binding Agreement between the Customer (“you" “your” or “yours") and Sourcing Investments Ltd (the “Company” “SIL" "us" “we” "our" or "ours"). By signing this Agreement, you confirm that you have read the Agreement in its entirety and agree to the Conditions.

69. Cooling Off Period and Right to Cancel

a. You may cancel this Agreement at any time prior to midnight of the fourteenth (14th) day after the Commencement Date. To cancel, you must write to the company, requesting any relevant refund, at the address listed on this Agreement within the specified cancellation period. If we commence with providing the Managed Service to you during the Cooling Off Period you will be charged for the services provided and for our administration fees, up to a maximum of £900.

70. Basis of Agreement

a. This Agreement constitutes an acceptance by the Customer to purchase the Managed Service as described in accordance with the Conditions.

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

c. The Agreement 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 SIL which is not set out or specifically referred to in the Agreement.

d. The Conditions apply to the Agreement 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, the Conditions address the Managed Service. They do not constitute and are not intended to constitute an Agreement for building works or the project management of building works or any other services not defined in this agreement.

71. Services

a. SIL shall supply the Managed Service to the Customer in accordance with this Agreement or as varied between the Customer and SIL in writing from time to time.

b. SIL will act as the Customer’s retained Managed Service provider for the acquisition of an investment property or properties, which are identified as being of interest to the Customer. The Managed Service is intended to support those Customers who are seeking to outsource much of the activity of searching for appropriate properties, analysing potential property investments and the activities then required in managing the purchase of properties, arranging and coordinating refurbishment of such properties and then retaining agents on behalf of the Customer to sell or let such properties. SIL will be paid the agreed Fee for the Managed Service as set out in Section 74 of this Agreement.

c. SIL will use reasonable skill and care in the providing the Managed Service. Notwithstanding anything to the contrary contained in the Agreement, SIL shall not be construed as owing any greater duty than the use of reasonable skill and care in accordance with the normal standards of its profession. The scope of SIL’s work may include:

i) An initial call with an experienced property investor from the Managed Service team about your requirements, your budget and agreeing a course of action and strategy to enable you to pursue your property investment goals. This will look at your current position and property investment experience, your current property investment strategy, understanding your property investment targets and parameters and proposing property investment structures for your consideration relative to your own circumstances;

ii) Based upon your agreed requirements, a search for appropriate properties for you utilising the Sourcing Investments platform at www.sourcinginvestments.co.uk. This may include presenting a selection of properties matching your strategy, site visits, and an initial assessment of potential strategy for each property and refurbishment costs for such potential properties. SIL may also negotiate with the seller, developers and/or estate agents with regards to the purchase price of property only with your authorisation if Agents have not already secured the lowest price acceptable to the seller;

iii) Reviewing potential properties and conducting a review of potential investments. Consulting with you on such properties and co-ordinating due diligence, to help you understand the investment proposition and risk profile. SIL will recommend services, to the Customer, of which the Customer will decide if they wish to contract with them directly – For example expert professionals to undertake detailed due diligence including legal checks, property surveys and, where required, specialists such as engineers, damp specialists, structural specialists, drain surveyors, planning consultants and any other expert considered appropriate and agreed in advance with the Customer. SIL will review and consider the professional reports from these experts and discuss with you the risk impact to the investment opportunity. Whilst we may source and recommend professionals to you, any contract will be directly between yourself and such professionals and the responsibility for paying the professional’s fees will remain with you;

iv) SIL will oversee the acquisition process on behalf of the Customer. SIL will work with all relevant counterparties to do as much as possible of the negotiation and execution to enable your purchase of the property or properties. Key milestones such as legal exchange and completion dates will be highlighted;

v) SIL may recommend service providers to you when appropriate, such as solicitors, surveyors, insurance brokers and other relevant service providers and coordinate the scope of their services and their contractual arrangements with you;

vi) Co-ordinate renovation projects for properties acquired. SIL will recommend and review the appropriate contractor, including background checking and referencing. With each renovation, the Managed Service will work to ensure a construction professional, provides a schedule of works, timescale, and budget. Whilst SIL may assist with the coordination of any renovation projects, SIL and its Sub-Contractors are not construction professionals and specialist parties will need to be appointed directly by you to carry out the design, construction and project management of any building works;

d. Co-ordinating such renovation projects (in conjunction with any relevant service providers contracted by you) which may include:

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

ii) Obtaining quotes for the works from relevant contractors;

iii) Nominating the chosen contractor by the Customer;

iv) Seeing that contracts with the chosen contractors are put in place and have in them agreed stage payments for the work as they proceed, based upon agreed milestones and with agreed retention sums;

v) Reviewing and reporting to the Customer the progress of the work in order to check if contractors are delivering the project to the correct timescale, quality and budget. In doing so, helping to manage the Customer’s financial exposure by advising, where appropriate, if payments should be released, or withheld, in relation to any relevant contractor;

vi) Providing regular updates to you to confirm how the renovation has progressed compared to schedule and managing the release of payments accordingly. This may include providing images and video to communicate and inform the Customer on the progress of the work;

vii) Seeing that a final snagging inspection is carried out by a third-party professional appointed directly by you, to confirm the renovation work on the property is satisfactory and that final payment can be released; and

viii) Utilising the secure SIL Renovation Escrow service, for staged release of funds during the renovation, giving the customer the peace of mind and control over their payments to contractors.

ix) If the property requires Planning Permission or an HMO licence, then the Managed Service will assist and advise you through this process of working directly with the relevant Local Authority;

x) Consult with 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 to help the Customer get to a finished investment project;

xi) Assisting and supporting the Customer as reasonably required to deliver a property compliant with matters of landlord registration and compliance, planning compliance, building regulations compliance, EPC certification, gas certification and electrical certification.

xii) Assisting to see that an appropriate agent is appointed for you once the property is ready for sale or letting. If the property is to be tenanted for an income stream, then the Managed Service will procure that you are connected to a suitable lettings manager in the area. You will then have the ongoing relationship with the lettings manager for the day to day running of the investment property.

e. For the avoidance of doubt, SIL’s role and services does not include the following:

i) inspection/survey of the Property or the fixtures/fittings or adjoining properties;

ii) advising upon or making insurance arrangements;

iii) sourcing funding for the purchase, or any other financial advice, including but not limited to mortgage or tax advice;

iv) environmental investigations or other inspections;

v) lettings and property management services;

vi) health and safety advice;

vii) legal advice of any kind; or

viii) any other service provided by an appropriate professional service provider (whether or not introduced by SIL)

f. SIL will typically assist the Customer by recommending appropriate service providers (Third Party Suppliers) in order to facilitate property transactions, but SIL does not take any responsibility for the performance or behaviour of any introduced Third-Party Suppliers and the Customer is always free to use their own Third-Party Suppliers. For the avoidance of any doubt, where SIL introduces you to any Third-Party Suppliers, the contract with the Third-Party Supplier will be between yourself and such Third-Party Supplier and the responsibility for paying the Third-Party Supplier’s fees will remain with you.

g. While providing the Managed Service, property values will be discussed and/or modelled but any such valuation will be illustrative and for guidance purposes only and does not represent a formal property valuation. Should you require a formal property valuation then you must appoint a professionally qualified RICS valuation surveyor to undertake the valuation. Any valuation discussed with SIL cannot be relied upon for investment, lending, or other purposes. SIL shall not be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any claim arising out of a property valuation.

72. Customer's obligations

a. The Customer shall:

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

ii) cooperate with the SIL in all matters relating to the Managed Service;

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

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

b. If SIL’s performance of any of its obligations under the Agreement 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) SIL shall, without limiting its other rights or remedies, have the right to suspend performance of the Managed Service until the Customer remedies the Customer Default, and have the right to rely on the Customer Default to relieve SIL from the performance of any of SIL’s obligations to the extent the Customer Default prevents or delays SIL’s performance of any of its obligations;

ii) SIL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from SIL’s failure or delay performing any of its obligations because of Customer Default.

c. The Customer will take full responsibility for their investment’s decisions – whilst SIL will support and provide information to the Customer, the investment decision remains with the Customer and the performance of the investment project, and the ongoing investment and the performance of any asset acquired remains the entire responsibility of the Customer.

73. Fees and payment

a. The total fees payable for the Managed Service will be as follows: Please note that the fees are a guide only and will always be agreed upfront with the Investor.

Sourcing Investments Client Account Details:

Account name: Sourcing Investments Client Account

Account number: 6 7 0 5 1 5 9 6

Sort Code: 6 0 2 1 4 0

IBAN: GB55NWBK60214067051596

BIC: NWBKGB2L

Bank Address: NatWest, 24-30 The Parade, Swindon

b. Stage 1: Commencement Fee: £2,280 (VAT included): This will be payable prior to SIL commencing the Managed Service.

c. Stage 2: Search and Offer Fee:

Nature of finished property

BTL

Less than 5 Bed HMO

5-6 Bed HMO

Anything else

Search and Offer Fee

£1,407

£2,407

£3,073

Case by Case

i) The stage 2 fee will become payable within 5 working days of the earlier of the date on which an offer has been placed on a property by the Customer or when the Customer has received a fifth potential investment property from SIL for their consideration

ii) Additionally at this stage, the Customer will be required to send the Property Sourcing Fee to the Sourcing Investments Client Account.

d. Stage 3: Purchase Completion:

i) A Purchase Completion fee will be payable to SIL from the Customer when the purchase of a property has completed

Nature of finished property

BTL

Less than 5 Bed HMO

5-6 Bed HMO

Anything else

Purchase Completion Fee

£1,407

£2,407

£3,073

Case by Case

ii) The stage 3, Purchase Completion fee will become payable on legal completion of purchase of the site/property and will be paid within 5 working days of the date of the completion of purchase.

iii) Additionally at this stage, the Property Sourcing Fee will also be released to the Agent for their services.

e. Stage 4: Agent in Place per property acquired:

i) A final fee, Agent in Place will be payable to SIL from the Customer for each property acquired under the Managed Service.

Nature of finished property

BTL

Less than 5 Bed HMO

5-6 Bed HMO

Anything else

Agent in Place Fee

£1,407

£2,407

£3,073

Case by Case

ii) The stage 4, Agent in Place Fee will become payable on completion of the Managed Service when a contract with a sales or lettings agent is signed in respect of the property (or in the absence of such a contract, when SIL, acting reasonably, determines that the investment project is complete) and will be paid within five working days of the date of signing such a contract or as determined by SIL.

f. SIL will not carry out the Managed Service until the Commencement Fee is received in cleared funds.

g. The Fee will be payable by the Customer whether the Customer purchases the property directly via SIL, or indirectly by another route, at any time within twelve months of being introduced to the property by SIL.

h. The Customer shall pay all amounts due under this Agreement in full without any deduction except as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount due, in whole or in part.

i. If during the process of Stage 2 Search and Offer, if the purchasing transaction of the property fails to get to Exchange of Contracts, the Fee will be held by Sourcing Investments for the Customer, so that a potential new property can be found for the client in due course.

i) Additionally upon acceptance of the offer on a property by the Agent (and for each subsequent Property sourced), the Customer is required to pay 100% of the Property Sourcing Fee is into 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, Sourcing Investments will notify both parties that funds are being held successfully.

j. Unless otherwise agreed between the parties, the balance of 100% of the Property Sourcing Fee will 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 Sourcing Investments during the term of this Contract.

k. The Property Sourcing Fee will be fully refunded to the Customer 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 investment details. Where the 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 Property Sourcing Fee.

l. For all other matters which bring about a failure to agree Exchange of Contracts, 67% of the Property Sourcing Fee will be refunded to the customer and 33% will be paid to the Agent, unless the parties mutually agree otherwise.

m. Sourcing Investments shall give 48 hours prior notice to both the Agent and the Customer before transferring any funds in accordance with this clause 73. This notice will be given and notified in the Business Conversation Area. Should either party object to the proposed release of funds to be released to each party, then the objecting party should inform Sourcing Investments within 48 hours of the notice of transfer. If such an objection is received, Sourcing Investments shall review the objection, review any available evidence provided by either the Agent or the Customer, and propose what Sourcing Investments considers an adequate and fair settlement in terms of distribution of the relevant funds to each party. If either party objects to Sourcing Investments’ recommendation, then Sourcing Investments shall refer the matter to The Property Ombudsman or The Property Redress Scheme for them to attempt to resolve any dispute. Sourcing Investments will not then release any funds until it is either directed to do so as agreed by both the Agent and the Customer, or Sourcing Investments is directed to do so by a court of England and Wales.

n. For the avoidance of doubt, if after Exchange of Contracts the purchase fails to complete, Sourcing Investments will not be liable for any losses of the Customer, albeit that the Sourcing Investments will actively engage in helping the various parties reach satisfactory solutions to any difficulties that arise.

o. This clause 73 shall survive Termination of Agreement.

74. Intellectual property rights

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

75. Limitation of Liability

a. Nothing in these Conditions shall limit or exclude SIL’s liability for:

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

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. Save as set out in clause 75.a SIL shall under no circumstances whatsoever 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 Agreement.

c. SIL’s total liability to the Customer in respect of all losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed three times the total sum received by SIL from the Customer.

d. SIL shall have no liability whatsoever to the Customer, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with any Third-Party Suppliers, including any such Third-Party Suppliers introduced to the Customer by SIL.

e. 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 Agreement. All warranties, conditions, representations, or other terms implied by statute or common law in relation to the website(s) and any Services provided by us are excluded to the fullest extent permitted by law.

f. You acknowledge and agree that you have not relied on any representations or statements of actual, average, projected or forecasted sales, profits or earnings that have been made with respect to any investment contemplated by the Agreement. You acknowledge and agree that if we provide any projected or forecasted sales, profits, or earnings, they are for illustrative purposes only and cannot be guaranteed. You agree that prior to making any investment decision you will prepare your own projected or forecasted sales, profits, or earnings, upon which you will base any decision you make. You further understand and agree that we are not engaged in providing legal, tax, VAT, financial, accounting, or other professional opinions or advice. If legal advice or other expert assistance is required, the service of a competent professional should be sought.

g. You acknowledge that property investment carries risk and that you accept full responsibility for your own investment decisions, behaviours and actions and understand that whilst property investment carries potential rewards, it also carries potential risks, and your capital may be at risk. You acknowledge you are aware of the risks and are willing to accept them to make and enter into property investments. Neither this Agreement, nor the products and services offered in connection with it, constitute a solicitation or an offer to buy or sell or enter into investments – SIL is engaged by you to seek out potential investments on your behalf, but the decision to invest and responsibility for the investment remains with you. No representation is being made that any methods or strategies mentioned in our presentations or materials will or is likely to achieve the profits or losses similar to those shown or are appropriate for your personal circumstances or that financial models or projections will correctly forecast the investment performance of a particular investment.

h. You agree that you remain solely responsible for managing all aspects of your business or affairs, for taking all decisions and, where applicable, for operating and maintaining all accounting, internal control, or management information systems. You are responsible for: deciding whether SIL’s recommendations are appropriate in the context of your objectives; deciding whether you wish to rely on, implement or act on them; and for taking the actions necessary to realise any expected benefits.

i. If we appoint Sub-Contractors in relation to the services contemplated by this agreement you agree that our Sub-Contractors will have no liability to you in any circumstances in relation to this Agreement.

j. SIL shall not be liable for any use of the documentation and material provided to you for any purpose other than that purpose for which the same was originally provided.

k. All and any reports or correspondence prepared by SIL, or our Sub-Contractors is confidential to the Customer and his/her professional advisers and under no circumstances may it be passed on or reproduced in whole or in part, nor may it be relied upon by third parties for any use whatsoever. SIL shall have no liability for any use by the Customer of the report for any purpose other than that for which it was prepared or provided by SIL.

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

m. Save in respect of personal injury or death, the Customer shall look only to SIL (and not to any of SIL’s personnel or Sub-Contractors) for redress if the Customer considers that there has been any breach of the Agreement. The Customer agrees not to pursue any claims in contract, tort, or statute (including negligence) against any of SIL’s personnel or Sub-Contractors because of carrying out its obligations under or in connection with the Agreement at any time and whether named expressly in the Agreement or not. For the avoidance of doubt, “personnel” shall include, but not be limited to, directors, officers, and any employees of SIL.

n. The liability of SIL under or in connection with this Agreement whether in contract or in tort, in negligence, for breach of statutory duty or otherwise in respect of any claim or series of claims, and subject to Clause 75.c, shall not exceed the amount, if any, recoverable by SIL by way of indemnity against the claim or claims in question under professional indemnity insurance taken out by SIL and in force at the time that the claims or (if earlier) circumstances are notified to the insurers in question.

o. This clause 75 shall survive termination of the Agreement.

76. Termination

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

b. Without limiting its other rights or remedies, either party may terminate the Agreement 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 Agreement 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) 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);

vii) 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;

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

ix) the Customer’s financial position deteriorates to such an extent that in SIL’s opinion the Customer's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or

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

c. limiting its other rights or remedies, SIL may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement, or any amount due to any Third-Party Supplier engaged on the investment project, on the due date for payment, and fails to pay all outstanding amounts within 7 days after being notified in writing to do so.

77. Consequences of termination

a. On termination of the Agreement for any reason:

i) the Customer shall immediately pay to SIL all outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, SIL 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, and

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

78. Force majeure

a. For the purposes of this Agreement, "Force Majeure Event" means an event beyond the reasonable control of SIL including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of SIL 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, and pandemic.

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

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

79. Personal Data

a. SIL shall be registered with the Information Commissioners Office and will collect personal data on the customer and may, if required, pass this data onto the lawyers, mortgage brokers and other service providers for the purpose of enabling property transactions.

b. The Customer acknowledges that any such data, as may be necessary to enable the Managed Service, may be collected by SIL and transmitted to the relevant service providers as necessary and explicitly gives permission to SIL to do so and agrees to sign any documents necessary to enable such data transfers to take place.

80. Renovation Escrow Service

a. The Customer agrees to utilise the Renovation Escrow Service provided within the SIL website(s) in relation to any relevant property transaction requiring building works. SIL charges a separate service fee of 2% of the total renovation value, plus relevant VAT, on all payments processed through the Renovation Escrow Service and any such payments or charges will be for the account of the Customer.

81. Sophisticated or High New Worth Investor Declaration

a. In order to be a customer of the Managed Service you need to be either a SELF-CERTIFIED SOPHISTICATED INVESTOR or a HIGH-NET-WORTH INVESTOR.

b. If you are SELF-CERTIFIED SOPHISTICATED INVESTOR, then you declare that you are a self-certified sophisticated investor for the purposes of the restriction on promotion of non-mainstream investments as described by the Financial Conduct Authority (FCA). You declare that you are a self-certified sophisticated investor because at least one of the following applies: (a) You are a member of a network or syndicate of business angels and have been so for at least the last six months prior or (b) you have made more than one investment in an unlisted company in the two years prior or (c) you work, or have worked in the two years prior, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; or (d) you are currently, or have been in the two years prior, a director of a company with an annual turnover of at least £1 million. You accept that potential property investments contemplated by this agreement may expose you to a significant risk of losing all the money invested; or

c. If you are a HIGH-NET-WORTH INVESTOR, then you declare that you are a self-certified high net worth investor for the purposes of the restriction on promotion of non-mainstream investments as described by the Financial Conduct Authority (FCA). You declare that you qualify as such because at least one of the following applies to you: (i) You had, throughout the financial year immediately preceding, an annual income to the value of £100,000 or more; or (ii) you held, throughout the financial year immediately preceding, net assets to the value of £250,000 or more. Net assets for these purposes do not include: (a) the property which is your primary residence or any money raised through a loan secured on that property; (b) any rights of yours under a qualifying contract of insurance; or(c) any benefits (in the form of pensions or otherwise) which are payable on the termination of your service or on your death or retirement and to which you are (or your dependants are), or may be, entitled.

82. Indemnification Agreement

a. You agree that in the event that any companies (such as limited companies, limited liability partnerships or other legal entities) that are setup (whether wholly-owned, part-owned, directed or controlled by you) and/or used to acquire any properties for you as part of the Managed Service, you will procure, prior to any properties being purchased, and in the name of any such company, that the company will enter into an Indemnity Agreement with us in the form shown in Appendix 1. You acknowledge and will be deemed to have confirmed upon signing of the Indemnity Agreement by any such company, that our customer is you, and you alone, and that we will have no responsibility whatsoever to any such companies, and that any person or company who is not a party to this Agreement shall have no rights to enforce or rely on its terms.

83. General

a. Assignment and other dealings This Agreement is personal to the parties and neither party, save for the appointment by SIL of a Sub-Contractor to deliver the Managed Service, shall assign, transfer, mortgage, charge or declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

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

c. Severance

i) If any provision or part-provision of the Agreement 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 Agreement.

ii) If any provision or part-provision of this Agreement 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. Third parties A person who is not a party to the Agreement, other than any of SIL’s Sub-Contractors for delivery of the Managed Service, shall not have any rights to enforce or rely on its terms. Any of SIL’s Sub-Contractors for delivery of the Managed Service are expressly entitled to rely on all the terms of this Agreement and, Clause 71 and Clause 75. m).

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

g. Governing law and Time Limits for Claims This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim. No action or proceedings for any breach of the Agreement whether in contract or in tort or in delict or in negligence or for breach of statutory duty or otherwise shall be commenced against SIL after the expiry of 6 years from the date that SIL last performs its services for you under the Agreement.


Investor Terms and Conditions. Version No. 1. Released 16.02.2022