Platform Agreement

Definitions

In this Platform Agreement, the following terms have the meanings set out below:

Platform / PropertySource.Pro — the online marketplace operated by PropertySource.Pro and its associated service, acting as an introducer only and not as a seller, landlord, agent or adviser on any deal.

Member / User — any individual or company that has registered an account and accepted this agreement.

Investor — a member who reviews, reserves and completes property deals introduced on the Platform.

Sourcer — a member who sources, lists, markets and introduces off-market property deals to investors on the Platform.

PSP Partner — a sourcer who has chosen to list deals under the Platform's compliance umbrella and is bound by the additional partner terms and instructions we publish.

Dual account — a single member who holds both an investor account and a sourcer account under the same login.

Deal / Listing — a property opportunity published on the Platform, including its description, financial projections, photographs, documents, fees and any associated deal-room materials.

Selling Party / Counterparty — the vendor, landlord or other person or entity on the other side of a transaction, or their authorised representative.

Vendor's Agent / Landlord's Agent — the estate agent, letting agent or other representative appointed to act for the seller or landlord.

Reservation — an investor's commitment to a specific deal, made by paying the sourcing fee and platform fee into escrow through the Platform.

Sourcing Fee — the variable fee payable to the sourcer for introducing the deal, as shown on the listing and confirmed at the point of reservation.

Platform Fee — the fee collected by PropertySource.Pro, calculated as 15% of the sourcing fee in total, split as 7.5% added to the investor's payment and 7.5% deducted from the sourcer's payout.

Escrow — the holding of reservation funds by the Platform's payment provider until the deal completes or a refund is agreed under the exit and arbitration process.

Completion — the point at which a deal is considered complete and sourcing fees are released to the sourcer. For sales this is usually exchange of contracts; for rent-to-rent deals it is when the 'move in monies paid' milestone is reached.

Lock-in Milestone — the deal-room checkpoint at which 50% of the sourcing fee becomes non-refundable if the deal does not proceed.

Exchange / Signed Milestone — the deal-room checkpoint at which 100% of the sourcing fee becomes non-refundable if the deal does not proceed.

Affiliate / Affiliate Partner — a member approved by the Platform to refer other members and earn commission in accordance with the affiliate terms.

Referral Slug / Code — the unique identifier assigned to an affiliate and used to attribute referrals and commission.

Confidential Information — all non-public information a member receives through the Platform, including full property addresses, vendor, landlord, tenant, agent and solicitor identities and contact details, deal-room documents, memoranda of sale, valuations, tenancy schedules, refurbishment schedules, pricing, sourcing fees, platform fees and the fact that a particular deal is available.

Non-circumvention — the obligation not to approach, transact with or complete a deal introduced on the Platform outside the Platform, or in any way designed to avoid the payment of a sourcing fee or platform fee.

Due Diligence — the investor's own independent investigation, verification, surveys, legal work and financial appraisal before deciding to complete a deal.

VAT — value added tax at the prevailing rate (currently 20%) where applicable. Fees are exclusive of VAT unless stated otherwise.

1. Terms of Use

PropertySource.Pro (the "Platform") is a marketplace that introduces property investors to sourcers and their off-market deals. We are an introducer only: we are not the seller, landlord, agent or adviser on any deal, and we do not hold client money on account outside the reservation process described below.

You confirm that the information you give us on sign-up and on any listing is accurate, that you are at least 18 years old, and that you are entitled to act for any company you name. You may hold an investor account, a sourcer account, or both, but you must not create multiple accounts to circumvent fees, verification or a suspension.

Every listing figure — asking price, estimated value, rent, cashflow, yields and refurbishment costs — is the sourcer's own estimate and is not independently verified by us. You must carry out your own due diligence, surveys and legal work before committing to any transaction. Nothing on the Platform is financial, tax, investment or legal advice.

Sourcers must comply with all applicable law, including anti-money-laundering, estate agency, consumer protection and data protection requirements. Sourcers listing under the PSP Partner route list under our compliance umbrella and must follow the additional partner terms and any instruction we give about a listing.

We may remove a listing, refuse, suspend or close an account, or withhold access to deal rooms where we reasonably believe these terms have been breached, where a report is upheld, or where required by law. The Platform is provided on an "as is" basis; to the extent permitted by law we exclude liability for loss of profit, loss of opportunity and indirect loss arising from your use of it. These terms are governed by the law of England and Wales.

2. Confidentiality and Non-Disclosure (NDA)

In this section "Confidential Information" means any non-public information you receive through the Platform, including full property addresses, vendor, landlord and tenant identities and contact details, solicitor and agent details, deal-room documents, memoranda of sale, valuations, tenancy schedules, refurbishment schedules, pricing, sourcing fees and the fact that a particular deal is available.

You agree to keep all Confidential Information strictly confidential and to use it solely to evaluate and, where applicable, complete the specific transaction it relates to. You will not copy, publish, post, resell, syndicate, scrape or otherwise redistribute Confidential Information, and you will not share it with any third party other than your own professional advisers, lender or funding partner, who must be told it is confidential and be bound to equivalent obligations before they receive it.

Non-circumvention: you will not, directly or indirectly, approach or transact with a vendor, landlord, agent, tenant or introduced counterparty in order to complete a deal introduced on the Platform outside the Platform, or to avoid a sourcing fee or platform fee that would otherwise be payable. This applies whether you act personally, through a company, a family member, a nominee or any associated party, for 24 months from the date the introduction was made.

You will not use the Platform, its member lists or Confidential Information to market unrelated services, to build a competing database, or to solicit members away from the Platform.

These confidentiality obligations survive for 3 years after you last access the Platform (and indefinitely for personal data and anything protected as a trade secret). On request you will delete or return Confidential Information you no longer need. You accept that a breach may cause loss that damages alone cannot remedy, and that we or the affected sourcer or investor may seek an injunction as well as damages, including the fee that was circumvented.

3. Master Fee Agreement

This is a single master fee agreement. Each deal you reserve as an investor adds that deal's variable sourcing fee to this one agreement automatically — nothing is re-signed per deal, and the deal-specific figures shown at the point of reservation form part of this agreement.

When you reserve a deal you pay the sourcing fee stated on the listing plus a platform fee of 7.5% of that sourcing fee. A further 7.5% is deducted from the sourcer's side at payout, making a total platform fee of 15% of the sourcing fee. Funds are held and released to the nominated account once the deal completes (for rent-to-rent deals, on "Move in monies paid").

Fee retention on a deal that does not complete follows the checkpoints shown in the deal room: nothing is retained before the lock-in milestone, 50% of the sourcing fee is retained once it is reached, and 100% once contracts are exchanged (or signed, on a rent-to-rent deal). Where a refund is due, the platform fee and payment processing costs are allocated as agreed between the parties or, failing agreement, as determined by us under the exit and arbitration process.

Sourcers agree that fees for deals introduced on the Platform are collected through the Platform, that the amounts published on a listing are correct, and that payouts are made to the bank details held on the account. Affiliate commission, where applicable, is paid on the terms accepted in the affiliate section of your dashboard.

All fees are stated in pounds sterling and are exclusive of VAT unless stated otherwise. Where the sourcer is VAT registered, VAT is charged on the sourcing fee at the prevailing rate (currently 20%) and the sourcer issues the VAT invoice for that fee direct to the investor on completion. VAT at the prevailing rate applies to the PropertySource.Pro platform fee, and we issue the VAT invoice for it. A breakdown showing the net, VAT and gross amounts is provided to both parties on completion. You are responsible for your own tax position.

4. Privacy summary

We process the account, contact, verification and transaction data you give us in order to run the marketplace, verify sourcers, operate deal rooms and messaging, prevent fraud and meet our legal obligations. We share data with a counterparty only where a deal, conversation or introduction makes it necessary, and with the service providers that host and support the Platform.

We keep verification and transaction records for as long as the law requires, and account records for as long as your account is open. You can ask us to access, correct, export or delete your personal data by contacting us through the contact page, subject to records we must retain.

By accepting this agreement you confirm you have read all four sections and agree to be bound by them.