In these Sourcing Agent Terms and Conditions, the following terms shall have the following meanings
“Business Conversation Area”
The conversation tool on the Website(s) used primarily for conversation between Sourcing Agent and Investor and for the transfer of documents related to the transaction and process;
has the meaning given in clause 4.1(xix);
means any and all content and materials (including property details and any intellectual property rights of whatsoever nature) supplied or made available by, on behalf or on the instruction of, the Sourcing Agent to SIL or any Group Company on the Website(s);
means a contract for Services between SIL and the Sourcing Agent governed by these Sourcing Agent Terms and Conditions and the Registration Form;
means any applicable legislation or regulation in force in the United Kingdom from time to time including the Data Protection Act 2018 or any regulations or statutory instruments made under such legislation;
means the Escrow service provided by SIL;
means the amounts due to SIL (or any Group Companies) by the Sourcing Agent under the Contract and set out upon registration on the Website and thereafter shown in the ‘Sourcer Commercials’ document, which can be found in the ‘My Account’ section of the Website (or as varied from time to time in accordance with clause 5.9);
"Force Majeure Event"
means an event beyond the reasonable control of the party affected by it;
“Full Investment Details”
the document associated with the Property as shown on the Sourcing Investment website providing details on the Property and describing the potential investment opportunity and ancillary details;
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;
means any investors registered on the Website(s);
means the SIL logo or any other logo (including but not limited to the Certified Logo) as SIL or any Group Company may from time to time provide electronically to the Sourcing Agent;
means the contracted party responsible for the day-to-day oversight of any building and/or refurbishment Works, management of all trades, communication with all involved parties throughout the course of the project and overall responsibility of the delivering the Works to the correct specification, budget and timetable;
means the same as is defined by the DPA;
means the registration form on the Website(s) for Services (as agreed, amended or added to from time to time by a Services Amendment Form or otherwise by the parties in writing completed by the Sourcing Agent on registration) indicating the Services to be provided under the Contract;
means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
“Renovation Escrow Service”
means the system embedded within the Website(s) to manage payments between Investors and third parties, including Sourcing Agents and building contractors and other relevant contractors on renovation and refurbishment projects;
means the services to be provided by SIL (or its Group Companies) via the Website(s) and which may include but is not limited to:
(a) a process facilitating the upload by the Sourcing Agent of property or investment opportunity details (including images) to the Website(s);
(b) displaying the Sourcing Agent's properties or investment opportunities on the Website(s);
(c) the provision of access by Investors to the Website(s) for the viewing of Content;
(d) the provision of advertising services to the Sourcing Agent;
(e) the Escrow Service;
(f) the Business Conversation Area;
(g) the provision of information to the Sourcing Agent regarding their Content and views of such Content; and
(h) any other services provided by SIL from time to time.
"Services Amendment Form"
means a services amendment form, additional products or Registration Form or any other form provided by SIL and signed by the Sourcing Agent indicating an amendment or addition to the type or level of Services set out in the Registration Form;
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;
means a professional estate agent and/or commercial property agent who uploads properties and/or investment opportunities to the Website(s);
"Sourcing Agent Code of Conduct"
means the code of conduct which Sourcing Agents must comply with as part of the Contract;
“Sourcing Agent Commercial Terms”
means current fee arrangements between SIL and the Sourcing Agent as updated from time to time, and communicated to Sourcing Agents via email and published in the Sourcing Agents dashboard on the Website(s);
“Sourcing Agent and Investor Terms of Business”
means the standard terms of business between Sourcing Agent and Investor (as amended from time to time by SIL) available on request from SIL and available on the Website(s);
a start date for the Contract as may be specified in the Registration Form;
means any system made available by SIL to the Sourcing Agent to facilitate the supply of Content to the 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;
means any day other than Saturday and Sunday and Bank Holidays on which the banks in London are open for normal business; and
means any building or refurbishment work required for a property investment as contemplated or executed by an SIL Investor via the Website(s).
2. Contract between the Sourcing Agent and SIL
2.1 No Contract shall subsist until (a) unless waived by SIL, a Registration Form completed by the Sourcing Agent is received by SIL (or a Group Company) and until (b) the later of the Start Date (if any) and SIL (or any Group Company) commencing provision of Services (whether by facilitating display of Content on the Website(s) or otherwise), whereupon SIL and the Sourcing Agent shall be deemed to have entered into a legally binding Contract on these Sourcing Agent Terms and Conditions.
2.2 The Contract shall be between SIL and the Sourcing Agent. The Contract shall comprise the Registration Form, these Sourcing Agent Terms and Conditions to which the Sourcing Agent is subject and which, together, shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions (whether between the Sourcing Agent and SIL or the Sourcing Agent and another Group Company) and all other terms and conditions (including any which the Sourcing Agent purports to apply under any purchase order, confirmation of order or other document).
2.3 In the event of any conflict between these Sourcing Agent Terms and Conditions and the Registration Form, these Sourcing Agent Terms and Conditions shall prevail.
2.4 All Contracts between SIL (or any Group Company) and a Sourcing Agent shall be governed by these Sourcing Agent Terms and Conditions and any variation thereof shall have no effect unless expressly agreed in writing and signed by SIL.
2.5 From time to time, SIL may amend these Sourcing Agent Terms and Conditions and reserves the right to do so in its absolute discretion, acting reasonably, at any time without prior notice to the Sourcing Agent. Any changes will be posted on the Website(s) and become effective at the time of posting.
2.6 SIL reserves the right to reject any Registration Form and/or refuse to enter into a Contract or provide any Services to a third party at its absolute discretion, including where it believes (i) that party is not providing the services of a Sourcing Agent, (ii) that the quality of its Content is not or will not be of a professional standard commensurate with that of its Sourcing Agents generally, (iii) that the relevant third party is not able or likely to comply with the Sourcing Agent Code of Conduct and/or (iv) does provide the information and documents required by the Registration Form to the satisfaction of SIL.
3.1 Subject to these Sourcing Agent Terms and Conditions, SIL (or any Group Company as SIL may determine) will provide the Sourcing Agent with the Services.
3.2 SIL may vary the Services from time to time with or without notice to the Sourcing Agent.
4. Content and Obligations
4.1 The Sourcing Agent warrants and represents that:
(i) it is, and qualifies as, a Sourcing Agent and that it does not act as a consumer or an investor in relation to the Contract;
(ii) any individual who has signed and/or otherwise agreed to these Sourcing Agent Terms (as updated from time to time) on its behalf has the requisite corporate authority to contract on behalf of that Sourcing Agent;
(iv) their business and its associated Content will comply with all applicable laws, regulations and codes of practice in the United Kingdom, will not be defamatory or infringe any copyright, trade mark or other intellectual property rights or rights of any third party whatsoever and will not contain any Personal Data. Compliance includes, but is not limited to:
a) Compliance with The Estate Agents Act 1979, which includes requirements and disclosure regarding fees and charges, any financial benefit a Sourcing Agent may gain from a transaction and any personal interest in a transaction, as well as requirements related to money handling and the requirement to be registered with a recognised redress scheme;
b) Compliance with The Consumers, Estate Agents and Redress Act 2007;
c) Compliance with the Data Protection Act 2018 including maintaining registration with the ICO;
d) Compliance with UK Anti Money Laundering Legislation. Sourcing Agents are themselves responsible for their own Anti Money Laundering procedures which should be fully documented with appropriate records maintained;
e) Compliance with the Bribery Act 2010;
(v) Content will not contain any promotion of the Sourcing Agent or any third party, including but not limited to any advertisements of any products or services offered by the Sourcing Agent or any third party, except for its own logo without written approval by SIL;
(vi) Any Content shall be exclusive to SIL for a period of 4 working days from the date the Content is uploaded on the Website(s) (Exclusivity Period
). During the Exclusivity Period the Sourcing Agent shall not upload, advertise, email or display the Content on any other websites or to their own client databases and shall not communicate the Content to any third party;
(vii) it is responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of the Sourcing Agent’s knowledge and belief and the Sourcing Agent shall promptly update or correct Content on becoming aware of any errors or inaccuracies and shall provide such assistance as SIL shall reasonably require to identify and remedy any unauthorised use of Content;
(viii) within no more than 1 (one) Working Day of (i) a property going "under offer", (ii) a sale contract being entered into in respect of a property, or (iii) the property being taken off the market, the Sourcing Agent will either alter the status of the property details in the upload provided to SIL so that it may be displayed as "under offer" or "sold" as appropriate on the Website(s) or will remove the property from the upload provided to SIL so that it is no longer displayed on the Website(s);
(ix) it has the authority to market the properties in the Content;
(x) it holds all necessary authorities, consents and licences necessary to use, display, reproduce and publish the Content and has authority to and grants SIL (and its Group Companies) a licence of the Content on the terms set out in clause 4.2;
(xi) it has read and will abide by all notices posted on the Website(s) from time to time that are relevant to the provision of the Services;
(xii) it has full liability insurance and shall on demand provide a copy of such insurance to SIL;
(xiii) it will use the Business Conversation Area as the primary method of communication with Investors throughout any investment project, including but not limited to the period prior to purchase and during any refurbishment works and furthermore will promote and encourage the use of the Business Conversation Area and SIL’s power team to Investors;
(xiv) it shall not use SIL's name, the name of any Group Company or any Logos, trade or service marks of SIL or the Group in a defamatory or derogatory manner or in any way that might bring SIL, the Group or its directors or employees into disrepute;
(xv) it will abide by any applicable industry code of conduct or guidelines issued by any relevant trade organisation and will abide by all applicable laws and regulations applying to or affecting sourcing agents including, but not limited to, Consumer Protection from Unfair Trading Regulations 2008 and the Business Protection from Misleading Regulations 2008;
(xvi) it shall ensure that only its authorised persons have access to the Services and the Upload Systems and that where it provides Content via the Upload Systems it shall only do so in a format compatible with any technical specifications issued by SIL from time to time. The Sourcing Agent agrees to use this format to display details of the property only, as laid out, and not to use these areas to advertise ancillary company information;
(xvii) it does and will all at all times whilst the Contract remains in force act in an ethical and reasonable manner in dealing with both SIL and its customers and Investors;
(xviii) it shall always use and promote the use of the Escrow Service in relation to any transactions made on or as a result of the Website(s);
(xix) it shall (subject to prior approval of the look and feel of the relevant website or marketing materials in relation to such logo) display on its website and its marketing materials the following logo (the “Certified Logo
”) at all times whilst the Contract remains in force;
(xx) SIL may notify the Sourcing Agent to remove any Logo from its website or any marketing material at any time and the Sourcing Agent shall comply with such request within one (1) day;
(xxi) It will maintain registration with The Property Ombudsman or The Property Redress Scheme at all times and will adhere to the relevant codes of practice as set out by The Property Ombudsman or The Property Redress Scheme and will provide evidence of its registration as and when requested by SIL.
4.2 The Sourcing Agent grants SIL and the Group a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the Content or data or other information derived therefrom for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom). This licence shall survive termination of the Contract. The Sourcing Agent agrees that SIL and any Group Company may, but shall not be required to, identify the Sourcing Agent as the source of the Content on the Website(s) or in any other medium through which the Content or any derivative thereof is published or displayed.
(i) may in its absolute discretion, at any time and without notice to the Sourcing Agent remove, cause to be removed or decline to display any Content on the Website(s);
(ii) may without prejudice to SIL's right as set out in (i) above, require the Content to be amended at any time if SIL considers or has reason to believe that the Sourcing Agent is in breach of the Contract or any applicable law or regulation or where it deems in its absolute discretion the Content to be of poor quality in terms of presentation, information provided or otherwise.
4.4 The Sourcing Agent acknowledges and agrees that:
(i) it will continue to be bound by these Sourcing Agent Terms and Conditions irrespective of whether (i) the individual who has signed and/or agreed to the Sourcing Agent Terms on its behalf subsequently ceases to be employed or otherwise engaged by the Sourcing Agent or subsequently ceases to be authorised to act on behalf of the Sourcing Agent, or (ii) the whole or substantially whole of the Sourcing Agent's assets are sold or transferred to a different legal entity;
(ii) neither SIL nor any Group Company shall be under any obligation to monitor or censor the Content that appears on the Website(s) but SIL reserves the right for itself (and the Group) to do so;
(iii) neither SIL nor any Group Company is responsible for any errors or omissions in any Content;
(iv) as part of the Services the Sourcing Agent may be provided with access to data including that derived from the Content and data provided by SIL's other Sourcing Agents and other third parties. SIL takes reasonable care to ensure that such data is accurate and up to date, but makes no representation or warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by a Sourcing Agent as, comprehensive but an aggregation of the content and data available to SIL at the time of provision and available to the Sourcing Agent;
(v) technological failure may impede the provision of the Services or prevent access to all, or any part of the Content displayed on the Website(s), or to the Upload Systems. SIL makes no representation or warranty that the Website(s), the Services, the Content or the Upload Systems will be accessible or available at all times, or that the whole or any part of the Website(s), Services, the Content or Upload Systems will be free from error. While SIL will make reasonable endeavours to notify the Sourcing Agent in advance, it may suspend temporarily or alter the operation of the Website(s), Services or the Upload System without notice to the Sourcing Agent;
(vi) it is responsible for and will pay all telecommunications and internet access charges incurred by it when using the Website(s);
(vii) 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;
(viii) that any relationship between the Sourcing Agent and an Investor shall be governed by the Sourcing Agent and Investor Terms of Business and no other legal terms shall apply;
(ix) SIL may limit the number of photographs that may be displayed by the Sourcing Agent to 10 images per property. Photographs uploaded will be of a high quality and the Sourcing Agent will promote a professional look and feel in their Content;
(x) 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 Sourcing Agent, contact the Sourcing Agent by electronic means, including e-mail and other electronic media. The Sourcing Agent shall maintain a valid working e-mail address and shall immediately notify the Company of any change of e-mail address(es);
(xi) it shall for the duration of the Contract, take reasonable steps to promote the Website(s) and display the Certified Logo provided by SIL at its premises, provide a link on its website to the Website(s) and include the Certified Logo in its sales and advertising materials. For the purpose of carrying out these obligations only, SIL grants the Sourcing Agent a non-exclusive licence for the duration of the Contract to use, display and copy the Certified Logo, SIL name and any trade or services marks used by SIL or the Group and copyright (or other intellectual property rights) contained in marketing material;
(xii) all intellectual property rights in the Services, technology supporting the Services (including the Upload System) and the Website(s) vest in SIL and/or its licensors/sub-contractors and that the Sourcing Agent has no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract; and
(xiii) it shall not contact or deal with SIL suppliers and/or any affiliate or subsidiary or parent undertaking thereof in any manner whatsoever with a view to sourcing Investors and/or buyers for any property which forms part of the Content uploaded by it on to the Website(s).
(xiv) where the Agent is charging sourcing fees the Agent will act as the Customer’s retained buyside Agent for the acquisition of Property identified as being of interest to the Customer and as displayed on the Sourcing Investments website and, for these such services, will be paid the sourcing fee shown in the Full Investment Details. The Agent will use all reasonable care and skill in providing its services. In particular the Agent will:
a) negotiate with the Seller, developers and/or estate agents with regard to the purchase price of the Property;
b) fully disclose if the Agent, or any of their representatives, or associates, has any interest in the purchase (for example, through ownership of an interest in the Property), or will derive or receive any other benefit from the transaction, or from, or related to, the Property after the transaction; and,
c) consult with and advise the Customer during the period up to the completion of the purchase of the Property and liaise with the relevant parties associated with the Property project in order to deliver the expected outcome as described in the Full Investment Details.
(xv) Where the Agent’s services and fees described in the Full Investment Details includes project management services and project management fees the Sourcing Agent agrees to provide these services with due skill and care. Such services to include:
a) Scoping and agreement with the Customer of any building or refurbishment works to be undertaken (the “Works”);
b) Obtaining multiple quotes for the Works from relevant contractors;
c) Conducting due diligence, background checks and referencing on contractors for potential selection;
d) Reviewing the financial stability of the contractors;
e) Recommending the chosen contractors to the Customer based upon the Agent’s review;
f) Facilitating appropriate contracts between the Customer and the contractors;
g) Ensuring contracts have in them agreed and appropriate stage payment plans for payments for the Works as they proceed, based upon agreed milestones and with agreed retention sums where appropriate;
h) Managing the programme of Works in order to make best effort to ensure that contractors deliver the Property project to the correct timescale, quality and budget. In doing so, to manage the Customer’s financial exposure by advising, where appropriate, if payments should be released, or withheld, in relation to any relevant contractor;
i) Consult with and advise the Customer during the period until the sale, or successful letting of the Property (as the case may be), and liaising with all relevant parties and bodies associated with the Property project in order to deliver the expected outcome described in the Full Investment Details associated with the Property and as shown on the Sourcing Investments website;
j) Assisting and supporting the Customer as required in order to deliver a compliant Property, including, but not limited to, matters of landlord (including HMO matters) registration and compliance, planning compliance, building regulations compliance, EPC certification, gas certification and electrical certification and health and safety compliance;
k) Providing regular updates, images and video to the Customer to communicate and inform the Customer on progress of the Works;
l) Obtaining the required statutory certification on behalf of the Customer, including but not limited to gas certification and electrical certification; and
m) Acting as the keyholder for the Property on behalf of the Customer and then managing the handover of the Property to an appropriate selling agent or lettings agent (as the case may be) following appropriate due diligence, background checks and referencing on such agents. Properties are to be handed over only when they are in a complete and cleaned and saleable or lettable condition, and once compliant, and when all instruction manuals and guarantees for equipment and fittings installed during the works have been handed over the to the Customer or their agent, and at which time the selling agent or lettings agent shall become the keyholder.
(xvi) Sourcing Agents are to be independent of any contractor and cannot have any financial interest in the Works being undertaken, other than their own sourcing fee, unless otherwise fully disclosed and agreed by the Investor before contractors are contracted. Sourcing Agents cannot receive any profit share, commission or other payment from the contractors, or have any other interest in the payments made by the Investor for the Works, unless fully disclosed and agreed by the Investor before contractors are contracted.
(xvii) The Sourcing Agents will not hold an Investor’s monies, including refurbishment and building costs or associated monies unless providing a client money protection scheme as outlined below. The Sourcing Investments Renovation Escrow Service is to be used to manage all payments from Investors to Sourcing Agents or Third-Party Contractors in relation to any project management fees and renovation and building works costs. Where any advance payments are required to be made to contractors, the Sourcing Agent will ensure that such payments are appropriate and proportional to the overall project. The Sourcing Agent will also ensure that there is a mechanism in place so that any advance payments made by the Investor are ringfenced and secured, such that in the event of the insolvency of the contractor or the Sourcing Agent, the Investor’s monies are protected. This can include:
a) The contractor or Sourcing Agent offering a credit insurance solution
b) The contractor or Sourcing Agent holding the monies in a ring fenced and insured client money account
c) The use of a third party ring-fenced and insured escrow account
The Sourcing Agent will ensure that the Investor’s monies are never held in the day to day trading accounts of either the Sourcing Agent or the contractor but are protected and separately identifiable.
(xviii) If the Agent is to take on the role of Main Contractor for the Works and take full responsibility for delivery of the Works then this is to be disclosed and agreed with the Customer prior to the agreement of these Conditions (e.g. clearly displayed in the Full Investment Details). The Agent will not rely on the Sourcer to Investor Terms of Business as a building contract.
4.5 The Sourcing Agent shall not, during the term of the Contract and for a period of 1 year after termination:
(i) set-up or have any interest in any business that competes with SIL in the UK and/or internationally;
(ii) (subject to clause 4.1.6) use any other website (except for its own website) to display the Content unless approved in writing by SIL; and
(iii) enter into any joint venture arrangement with any Investors.
4.6 The Sourcing Agent shall ensure that all communications in respect of the Content to an Investor are directed through the Business Conversation Area, and the Sourcing Agent shall not contact the Investors directly or indirectly through any other medium (unless otherwise authorised by SIL).
4.7 The Sourcing Agent shall ensure that it uses the Sourcing Agent and Investor Terms of Business when dealing with Investors and the Sourcing Agent shall not use or agree to any other terms.
4.8 Any third party, purporting to act as agent for or on behalf of a prospective Sourcing Agent, contracting with SIL for the provision for Services warrants and represents that it has the full and valid authority of that prospective Sourcing Agent to bind it with SIL and, to the extent that:
(i) the third party exceeds its authority, and/or
(ii) the prospective Sourcing Agent refuses to pay any Fees or charges,
that third party shall be liable, on an indemnity basis, for all Fees and any other charges due hereunder.
4.9 The Sourcing Agent shall not publish, disclose, reproduce or create any derivative works from any information obtained pursuant to the Sourcing Agent's use of the Services unless expressly agreed in writing by SIL.
4.10 The Sourcing Agent shall only communicate with Investors through the Website and specifically the Sourcing Agent will not attempt to transact with Investors outside of the Website.
5.1 Fees (plus VAT and any other taxes or duties thereon) and any other charges due hereunder shall be paid by the Sourcing Agent in accordance with these Sourcing Agent Terms and Conditions and the Sourcing Agent Commercial Terms as shown on the Website from time to time.
5.2 SIL (or any Group Company as SIL may determine) shall invoice the Sourcing Agent monthly in advance and the invoice shall become payable immediately on the invoice date. The Sourcing Agent shall pay the Fees to SIL by credit or debit card or direct debit (or by such other method as may be agreed in writing by SIL) on the due date, to such account as SIL may from time to time advise. Where payment is to be made by credit or debit card or direct debit the Sourcing Agent hereby authorises SIL (or a Group Company on its behalf) to collect the payment and/or charge the relevant credit or debit card on the due date. Where a Sourcing Agent pays SIL by credit or debit card, if a credit or debit card provided to SIL expires or is cancelled, the Sourcing Agent shall, within 1 (one) Working Day of such expiry or cancellation, provide SIL with details of an alternative credit or debit card.
5.3 If the Sourcing Agent fails to pay any amount due to SIL (or any Group Company) by the due date for payment, then:
(i) SIL, on behalf of itself and the Group, reserves the right to charge interest on any outstanding amounts at the rate of 4% per month above HSBC Bank PLC'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; and
(ii) without prejudice to any other right or remedy available to SIL, SIL shall be entitled to terminate the Contract or suspend provision of the Services (in accordance with clause 8.10 or 8.12 respectively), remove any reference or prevent access to the Content submitted to the Website(s), without notice to the Sourcing Agent and until payment of all outstanding Fees is made in full.
5.4 SIL reserves the right to charge the Sourcing Agent its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).
5.5 SIL reserves the right to require the Sourcing Agent to pay a deposit before making the Services available to the Sourcing Agent. If a deposit is required, it shall be repaid by SIL to the Sourcing Agent on termination of the Contract, subject to SIL being permitted to offset any amounts due from the Sourcing Agent under the Contract against any such deposit repayment.
5.6 SIL reserves the right to charge a monthly administration fee of £5 plus VAT on any account where payments are not made by credit or debit card.
5.7 SIL reserves the right to charge any Sourcing Agent an administration fee of £250, if having terminated one Contract with SIL, they wish to enter into another Contract with SIL or the Group within 12 months of the termination.
5.8 SIL does not guarantee the quality or quantity of any Investors who contact the Sourcing Agent via the Website(s) it provides to registered Sourcing Agents. No refunds or credits will be given by SIL for failure of the display of content on the Website(s) resulting in the sale of, or any interest in the purchase of any properties or investment opportunities displayed by a Sourcing Agent.
5.9 Without prejudice to the generality of clause 2.5, and in addition to clauses 4.4(iii) and 4.4(viii), SIL reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days written notice to the Sourcing Agent. Any services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.
6.1 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 Sourcing Agent by SIL (or any Group Companies) are excluded to the fullest extent permitted by law.
6.2 Neither SIL nor any Group Companies shall be liable to the Sourcing Agent under, or in connection with, the Contract for any loss of business, contracts, profits, anticipated profits, savings or data, or for damage to hardware and software, or for any indirect, special or consequential loss or damage whatsoever.
6.3 Except as provided in clause 6.4, the total liability of SIL and the Group to the Sourcing Agent for loss or damage under or in connection with the Contract (including any liability for negligence on the part of itself, its directors, employees, agents or assigns) shall not exceed the aggregate amount of Fees (exclusive of VAT) paid by the Sourcing Agent in the three months immediately preceding the month in which the Sourcing Agent incurred the loss or damage occasioning such liability to SIL or any Group Companies.
6.4 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.
6.5 Neither SIL nor any Group Company shall be liable for any liability caused by the Sourcing Agent's breach of the Contract.
6.6 Neither SIL nor any Group Company shall be liable to the Sourcing Agent for any liability of whatsoever nature incurred as a result of the Sourcing Agent using, altering or manipulating any data provided by SIL or changing the manner in which such data is represented.
6.7 The Sourcing Agent accepts full liability for and shall indemnify SIL (and the Group) on demand against any and all claims, losses, damages, costs and expenses (including reasonable legal and other professional fees) incurred by SIL (and the Group) in relation to any third party claim arising from the Content or misuse by the Sourcing Agent of the Services or as a result of any conduct of the Sourcing Agent (whether in breach of the Contract or otherwise) which results in damage to the reputation of SIL or its Investors or customers (except to the extent that the foregoing results directly from the negligence of SIL or any Group Company). The indemnity contained in this clause 6.7 is without limitation or prejudice to any other remedy which may be available to SIL and SIL reserves the right to choose to pursue the Sourcing Agent in any manner which it sees fit.
6.8 The Sourcing Agent agrees that this clause 6 is fair and reasonable.
SIL and the Sourcing Agent agree to keep any and all Confidential Information that is obtained about the other strictly confidential. "Confidential Information
" means any information or matter concerning the business, finances, technology or affairs of the other party which is not in the public domain (other than by breach of this clause) but shall not include any information that either party is required to disclose by law or which has come into the public domain other than by breach of this clause. This clause shall survive termination of the Contract.
8. Term and Termination
8.1 This Agreement shall commence in accordance with clause 2.1 and shall continue unless terminated in accordance with this clause 8.
8.2 Following the commencement of this Agreement, this Agreement shall continue until the Sourcing Agent serves 6 (six) calendar months written notice on SIL or SIL serves notice to terminate in accordance with clause 8.3.
8.3 SIL shall be entitled to terminate the contract by serving at least 30 calendar days written notice on the Sourcing Agent at any time.
8.4 During the notice period the Sourcing Agent will have full site functionality, will be able to upload new Content, and must continue to use the Business Conversation Area.
8.5 Once the notice period is complete, a partial access will be provided to the Sourcing Agent where relevant, in that the Sourcing Agent will be permitted to continue with the live deals in the Business Conversation Area and must continue to use this. All Content and properties previously uploaded to the Website will be removed.
8.6 Once any remaining live deals are concluded, all access will be closed. Copies of conversations in the Business Conversation Area will be made available on request.
8.7 If any offers are accepted before or during the notice period but investments have not completed and are still in progress, the Sourcing Agent can and must continue to use the Website in accordance with these terms.
8.8 Either party may terminate the Contract immediately upon written notice to the other party if the other party
(i) commits any material or persistent breach of the Contract (or in the case of a Sourcing Agent, and/or the Sourcing Agent Code of Conduct (and whether a breach of the Sourcing Agent Code of Conduct has occurred shall be at the absolute discretion of SIL)) and, in the case of breaches capable of remedy, that other party fails to remedy the same within 14 calendar days of receipt of a written notice giving particulars of the breach and requiring it to be remedied; or
(ii) has a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administrative order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors or is unable to pay its debts as they fall due; or
(iii) if the other party is subject to a Force Majeure Event that continues for longer than one month.
8.9 Without limiting any other rights contained in these Sourcing Agent Terms and Conditions, SIL (or any Group Companies on its behalf) may immediately terminate the Contract if the Sourcing Agent commits any breach of the terms of the Contract.
8.10 Without limiting any other rights contained in these Sourcing Agent Terms and Conditions, SIL (or any Group Companies on its behalf) may immediately terminate the Contract if any act or omission of the Sourcing Agent in the reasonable opinion of SIL, diminishes the relationship between the Sourcing Agent and SIL or any Investor or the reputation of SIL.
8.11 Without limiting any other rights contained in these Sourcing Agent Terms and Conditions, SIL (or any Group Companies on its behalf) may immediately suspend provision of the Services or access to or temporarily remove any Content from the Website(s) (or cause any of those things to occur) if the Sourcing Agent breaches any terms of the Contract.
8.12 SIL shall be entitled to notify any Investors or other Sourcing Agents of the termination of this Contract and any reason for termination.
9. Effect of termination
9.1 On termination of the Contract for whatever reason:
(i) all Fees and any other sums due from the Sourcing Agent to SIL (or any Group Companies) shall immediately become payable and the Sourcing Agent shall immediately pay SIL such sums in full; and
(ii) the licences referred to in clause 4.4(xii) shall immediately terminate; and
(iii) the Sourcing Agent shall immediately cease using the Services and permanently delete any access passwords for the Services or the Upload Systems. SIL may at its absolute discretion enable the Sourcer to have limited access to the Website to complete any properties which are under offer with Investors but have not completed.
9.2 Termination or suspension shall not affect the accrued rights or liabilities of SIL, or any Group Companies, or the Sourcing Agent, nor, in the case of termination, any provision of the Contract which is expressed as surviving the Contract, or which is required to survive the Contract to give effect thereto.
9.3 Any Content uploaded by the Sourcing Agent to the Website prior to termination shall, at the absolute discretion of SIL, remain on the Website. SIL may continue communicating such Content to any of its business contacts. Any property transactions that have commenced through the Website prior to termination of this agreement shall (at the request of SIL) be concluded exclusively on the Website.
10. Force majeure
Neither SIL (or any Group Companies), nor the Sourcing Agent, shall be liable for any delay or non-performance under the Contract caused by a Force Majeure Event, provided that the party affected gives prompt notice in writing to the other party of such event and uses reasonable endeavours to continue to perform its obligations under the Contract.
11. Data Protection
11.1 The Sourcing Agent, and subject to clause 11.2 SIL, shall comply with the DPA and any subsequent legislation in relation to use of Personal Data obtained from users of the Website(s), shall only use that Personal Data for the specific purpose(s) it was obtained for, and shall take appropriate technical, organisational and security measures to prevent loss or unauthorised access or use of Personal Data.
11.2 The Sourcing Agent warrants and represents that, to the extent that it provides SIL directly or indirectly with the Personal Data relating to any individual it shall have obtained that individual's consent to (i) process, use and store that Personal Data for the purpose of providing of the Services and (ii) transmit that Personal Data to SIL and other third parties (including those in countries outside the European Economic Area that do not maintain adequate data protection standards) to process, use and store for the purpose of providing of the Services.
11.3 The Sourcing Agent will provide to SIL, if requested to do so, evidence of its compliance with the DPA.
12. Compliance with Relevant Requirements
12.1 The Sourcing Agent shall:
(i) comply with the Relevant Requirements;
(ii) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(iii) have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause (ii), and will enforce them where appropriate;
(iv) promptly report to SIL any request or demand for any undue financial or other advantage of any kind received by the Sourcing Agent in connection with the performance of the Contract;
(v) immediately notify SIL (in writing) if a foreign public official becomes an officer or employee of the Sourcing Agent and the Sourcing Agent warrants that it has no foreign public officials as officers or employees at the date of the Contract;
(vi) on SIL's request, certify to SIL in writing signed by an officer of the Sourcing Agent, compliance with this clause 12 by the Sourcing Agent. The Sourcing Agent shall provide such supporting evidence of compliance as SIL may reasonably request.
12.2 Breach of this clause 12 shall be deemed a material breach.
12.3 For the purpose of this clause 12, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
13.1 At any time during the term of this agreement, or up to the expiration of two years from the date of termination of this agreement, it is expressly agreed that the identities of any Investors, or their investment companies or their related parties, whose identities are made available to the Sourcing Agent via SIL shall constitute Confidential Information and the Sourcing Agent or any group company or associated entity or individual shall not (without the prior written consent of, or having entered into a commission agreement with SIL):
(i) directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any such Investor identified or introduced by SIL; or
(ii) seek to by-pass, compete with, avoid or circumvent SIL from any business transaction or business opportunity by utilising any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information. This includes but is not limited to circumstances where the Sourcing Agent completes property transaction, and receives sourcing fees or other fees, from SIL investors, who the Sourcing Agent has met or been introduced to via SIL.
13.2 The Sourcing Agent covenants that any financial gain made by it, or any associated party, from a breach of this Non-Circumvention clause shall be held on trust for the benefit of the SIL and then be transferred to a nominated account of SIL, until which time such outstanding amount shall incur interest at the rate of 4% per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment and the Sourcing Agent shall pay the interest together with the overdue amount.
14. Renovation Escrow Service
The Renovation Escrow Service within the SIL website(s) provides an elegant and integrated solution to long-standing property investment sector problems. The Renovation Escrow Service is a financial arrangement, where Sourcing Investments independently holds and manages the payment of the funds required for stage payments between two parties – typically he Investor and the Sourcing Agent or the Main Contractor on a renovation/refurbishment – involved in a given transaction. As the funds are held ‘In Escrow’ (in a separate ring-fenced, insurance backed bank account) the stage and transaction can be carried out with a much reduced the risk of an investor losing money
, whilst giving the Sourcing Agent/Main Contractor visibility of getting paid for their work. The system drives security, protection and structure on the project management aspects of any property deal for all parties involved.
SIL charges 2%, plus any relevant VAT, on all payments processed through the Renovation Escrow Service. For all transactions executed on SIL, the use of the Renovation Escrow Service is mandatory where payments are being made to Sourcing Agents, Builders or other relevant third parties. Please note payments for purchases of actual properties are not handled or processed through this system.
15.1 Nothing in these Sourcing Agent Terms and Conditions shall be deemed to create an exclusive arrangement between the Sourcing Agent and SIL (or any Group Companies) nor any agency, partnership or joint venture between the parties. The Sourcing Agent acknowledges that the Website, by its nature, is a multi-sourcer platform and that the Sourcing Agent is not an exclusive Sourcer to SIL.
15.2 The Sourcing Agent may not assign, transfer or dispose of the benefit or burden of the Contract without the prior written consent of SIL.
15.3 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.
15.4 No failure or delay by SIL (or any Group Company on its behalf) or the Sourcing Agent in exercising any of its rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No waiver of any breach of the Contract shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Contract shall be deemed to be a waiver of any subsequent or other breach of the Contract.
15.5 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.
15.6 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.
15.7 The Contract shall be governed by and construed in accordance with English law and SIL and the Sourcing Agent submit to the exclusive jurisdiction of the English courts.
E&OE. Updated 10.02.2020