Privacy Policy and 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. Please do not use our website if you disagree with any of these terms and conditions. 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 Ltd’, ‘Sourcing Investments’, ‘Us’, ‘We’ or ‘SIL’ 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 provides an independent platform which allows 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 full 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. 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 on 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 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 (“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. 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 program 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 malicious or technologically harmful material. 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, and 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 and 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 forms 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 the 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 that the ICO 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. Please do not use our website if you disagree with any of these terms and conditions.

d. The Board of SIL takes Data Protection seriously and works to ensure that culture and awareness of the importance of Data Protection flow 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 us through forms or through the 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, phone number and other details.

b. When you visit our website, 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. 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 details 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, details about the other party will be provided 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 when there is interest in an investment and therefore you willingly consent to our connecting you via shared personal data.

c. SIL provides personal data to third-party contractors to enable the functionality 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 reputations 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 about 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 within 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 the 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 and anti-malware software installed which is updated 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.

14. Messaging Area

a. A feature of the SIL website is the messaging 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 Messaging 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 a dispute. All users of the Messaging Area agree, that by their use of the service, they consent to the continued storage of all business conversations in the Messaging Area, for any period which is 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 unsubscribing via any marketing emails we send by requesting as such at admin@sourcinginvestments.co.uk

b. The Act gives you the right to access information held about you. Your right to 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 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 opportunities. We can delete the information we store on you 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 backup files, we make daily to protect our system.

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 indicate 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, wish to update your personal data, or request a copy of what data SIL holds about you or any other matters regarding Data Protection please contact admin@sourcinginvestments.co.uk

Referred Terms

Definitions – In these Terms and Conditions, the following terms shall have the following meanings: “Client” means an individual or corporate entity introduced by the Referrer to SIL as a potential Investor; ‘Contract’ or ‘Agreement’ means a contract for Services between SIL and the Referrer, governed by these Terms and Conditions and the Registration Form; ‘DP’; means any applicable legislation or regulation in force in the United Kingdom from time to time including the Data Protection Act 1998 (or any subsequent legislation including the General Data Protection Regulation (Regulation (EU) 2016/679)) or any regulations statutory instruments made under such legislation; ‘Group’ means any holding company or companies and any subsidiary undertaking(s) of Sourcing Investments Limited, and ‘Group Company’ and ‘Group Companies’ means any one or more of such companies; “Investor” means a subscribed investor who registered on the website(s); ‘Personal Data’ means the same as defined by the DPA; ‘Privacy Policy’ means the privacy policy set out on the website(s) from time to time together with all documents referred to therein; ‘Registration Form’ means the registration form on the website(s) used to register as a Referrer; ‘SIL’; or the ‘Company’; means Sourcing Investments Limited, a company incorporated in England and Wales with Company No. 09920397 whose Registered Office is at C/O Rothmans LLP, Fryern House, 125 Winchester Road, Chandlers Ford, Hampshire, SO53 2DR; ‘Start Date’ means a start date for the Contract, deemed to come into force after a Registration Form has been received, and SIL have then verified the Referrer as being acceptable to SIL and has then provided the Referrer with a unique referrer code. The Start Date will be the date when the unique referrer code is sent to the Referrer; ‘Website(s)’; means the website located at www.sourcinginvestments.co.uk and any other website whose domain is owned or controlled or powered by SIL or any Group Company as SIL may determine and via which services are provided; and “You” or the “Referrer” means the individual or corporate entity entering this contract with SIL.

21. 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.

22. 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 whom the Referrer considers to be potential Investors.

b. The referrer will be paid the fees, as detailed below, for each Client who goes on to become an Investor/Agent, who has registered.

c. Where Clients register on the SIL website 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 Client referred by the Referrer and is not obligated in any way to accept any Client as an Investor, nor provide any reason to the Referrer for the reason for rejecting any Client.

23. 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) I shall not use SIL’s 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;

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 about 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.

24. 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 Referrer’s 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).

25. 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.

26. Term and Termination

a. This Agreement shall commence in accordance with clause 26. a and shall continue unless terminated in accordance with clause 26.

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.

27. 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.

28. Data Protection

a. The Referrer, and SIL, shall comply with the DPA and any subsequent legislation in relation to the 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 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.

29. 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.

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

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

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.

1. 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.

2. 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.

3. 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, 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.

4. 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 to 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.

5. 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.

6. 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 program 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 malicious or technologically harmful material. 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.

7. 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 and 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 forms 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 the 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.

8. Third Parties

a. This website may contain links to third-party products, services and/or websites that are not affiliated with us. We have no control over the products, services, or websites 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 and Payl8r) who have their own terms and conditions which will apply.

9. Escrow Service (SI Client Bank Account)

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 money. The account is insured and has been structured to protect the funds in the event of 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, 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.

a. In such event that you, the investor, pull out of the deal then the agent is liable to claim 33% of the sourcing fee. If the seller pulls out of the deal then you will be entitled to a full refund minus SI’s £50 administration fee.

10. 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 the 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;

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

11. 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.

c. b. 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 PL’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.

12. Your Rights to Cancel

a. The rights set out in this clause 12 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) from the day that you register on our website, and we accept your order (“Cancellation Period”).

d. You can cancel your contract by emailing, admin@sourcinginvestments.co.uk

13. 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 the other party fails to remedy the same within 1 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.

14. 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.

15. Messaging 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 this area.

16. 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.

17. 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.

18. 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.

Terms and Conditions between the Agent and Investor Definitions

d. In these Terms and Conditions, the following terms shall have the following meanings: ‘
e. “Agent” the Agent who is registered as SIMS Sourcing Ltd and their assigned subcontracted agent who will be carrying out the Services expressed under this contract;
f. “Messaging Area” the conversation tool within the Sourcing Investments website is used primarily for conversation between the Agent and Sourcer and for the transfer of documents related to the transaction and process;
g. “Commencement Date” has the meaning set out in clause 19.b;
h. “Conditions” these terms and conditions as amended from time to time
i. “Contract”; the contract between the Agent and the Customer for the supply of Services in accordance with these Conditions;
j. “Customer” is the person who purchases Services from the Agent;

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

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

“Fee” is the agreed sourcing Fee for the Services;

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

k. “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;

“Main Contractor” is 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 delivering the Works to the correct specification, budget and timetable;

“Order”; is the order for Services as set out on the Agent’s Order Form, or as the case may be;

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

m. “Seller” the person or Company selling the Property;

n. “Sourcing Investments Escrow Service”; Sourcing Investments Ltd Escrow Service provides an independent contractual money holding service (Clint Bank Account) between Agent and Customer;

o. “Services” the services supplied by the Agent to the Customer as set out in the Conditions; “Works” any building or refurbishment work required for the Property;

p. “Written/Writing” a reference to writing or written includes faxes and e-mails except in relation to Clause 25.b.

19. Basis of Contract

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

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

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

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

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

20. Services

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

b. The Agent will act as the Customer’s retained buy-side Agent for the acquisition of Property identified as being of interest to the Customer and as displayed on the Sourcing Investments website or presented by the Agent and, for these such Services, will be paid the sourcing Fee shown in the Full Investment Details. The Agent will use all reasonable skill and care in providing its services. Notwithstanding anything to the contrary contained in the Contract, the Agent shall not be construed as owing any greater duty or obligation than the use of reasonable skill and care in accordance with the normal standards of its profession. In particular, the Agent will:

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

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

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

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

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

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

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

iv) Reviewing the financial stability of the contractors;

v) Recommending the chosen contractors to the Customer based on the Agent’s review; vi) Facilitating appropriate contracts between the Customer and the contractors;

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

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

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

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

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

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

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

d. Fees for project management Services are to be separately identified in the Full Investment Details. We recommend the payment schedule should be 50% to be paid when the Works are 50% complete, 35% on the handover of the Property to a relevant sales or lettings agent and 15% on the release of any final retention sums due to the Main Contractor. In the event of any dispute, the parties agree to submit to binding arbitration to determine the final payments due.

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

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

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

i) The contractor or Agent offering a credit insurance solution; or ii) The contractor or Agent holding the monies in a ring-fenced and insured bank account; or iii) The use of a third-party ring-fenced and insured bank account

h. The Agent and the assigned subcontracted agent will use reasonable endeavours to see that the Customer’s monies, where these are held as advance payments, are never held in the day-to-day trading accounts of either the Agent or the contractor but are protected and separately identifiable. Should the Agent and the assigned subcontracted agent use the Sourcing Investments Escrow Account for holding client money for sourcing fees for a transaction or renovation, no liability shall be attached to Sourcing Investments Limited and SIMS Sourcing Limited (Compliance Vault) for money held in Escrow. The Agent and assigned subcontracted agents are required at all times to use all of the Compliance Vault and Sourcing Investments contracts and process requirements.

i. The Services supplied under this agreement shall continue to be supplied until terminated by either party in accordance with Clause 25.

j. In addition to, or as an alternative to, the Services described in Clauses 19. b and c, the Agent may also provide additional services, the fee basis and scope of which should be agreed in writing. Agents and Customers are strongly advised to record any such agreed additional services in writing.

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

i) inspection/survey of the Property or the fixtures/fittings, including structural assessment of the property or adjoining properties; ii) insurance arrangements; iii) sourcing funding for the purchase, or any financial advice; iv) environmental investigations or other inspections; v) lettings and property management services; or vi) legal advice of any kind. vii) Financial due diligence of the investment opportunity

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

21. Customer’s Obligations

a. The Customer shall:

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

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

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

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

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

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

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

ii) the Agent shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Agent’s failure or delay to perform any of its obligations as set out in this clause 21.b ii).

22. Fees and payment

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

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

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

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

c. The Fee will be payable by the Customer whether the Customer purchases the Property directly via the Agent, or indirectly by another route. For the avoidance of doubt, if the Fee is refunded to the Customer under this clause 22.c and the Customer subsequently completes a purchase of the Property, then these terms shall still apply, and the Fee will become payable.

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

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

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

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

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

g. If the Investor decides to make a complaint with the Agent’s TPO or PRS scheme, they will be liable to directly make the claim and pay any related expenses. Following an investigation, whoever the relevant scheme sides with the relevant party will need to refund their fees.

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

i. This clause 22.i shall survive the Termination of the contract.

23. Intellectual property rights

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

24. Confidentiality a. A party (‘receiving party’) shall keep in strict confidence all information relating to the Property that has been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products, and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents, insurers and professional advisors and subcontractors who need to know it for the purpose of discharging the receiving partys obligations under the Contract, and shall ensure that such employees, agents, and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 24 shall survive termination of the Contract.

25. Limitation of liability

a. Nothing in these Conditions shall limit or exclude the Agents 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 24.a :

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

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

c. The Agent shall under no circumstances 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 any Third Party Suppliers.

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

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

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

g. This clause 25 shall survive termination of the Contract.

26. Termination

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

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

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

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

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

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

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

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

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

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

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

x) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 26.b ii) to clause 26.b ix) (inclusive);

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

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

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

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

d. Without limiting its other rights or remedies, the Agent may suspend the provision of the Services under the Contract, or any other contract between the Customer and the Agent, if the Customer becomes subject to any of the events listed in clause 26.b ii) to clause 26.b xiii), or the Agent reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

27. Consequences of termination

a. On termination of the Contract for any reason:

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

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

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

28. Force majeure

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

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

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

29. Personal Data

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

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

30. Escrow Service

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

31. General

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

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

c. Severance

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

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

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

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

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

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

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

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