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 using the partner route, subject to individually agreed fees and eligibility requirements. The route does not establish any exemption from the sourcer's legal duties or confirmed regulatory coverage by the platform.

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 through the Platform's payment flow.

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 — normally 15% of the sourcing fee before VAT in total: 7.5% added to the investor's payment and 7.5% deducted from the sourcer's payout. Individually agreed listing-specific sourcer rates, including partner rates, are disclosed separately. Each platform charge is rounded to the nearest whole pound. PROPERTYSOURCE.PRO LTD is not VAT registered and does not currently charge VAT on its platform fees.

Payment collection — reservation fees are processed through the payment method identified in the active reservation flow and released subject to the applicable deal terms.

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 — a VAT-registered sourcer normally accounts for VAT on their sourcing service. The listing and checkout show the sourcing fee including applicable sourcer VAT, with a separate breakdown. Platform fees are calculated on the sourcing fee before VAT; no VAT is currently charged on platform fees.

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. Reservation fees are processed using the payment arrangement described to you at checkout and released subject to the agreed deal terms.

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 applicable law, including anti-money-laundering, estate agency, consumer protection and data protection requirements. A PSP Partner account does not itself establish an exemption from those duties or confirmed regulatory coverage by the platform. Programme eligibility, the applicable compliance arrangements and any individually agreed fee must be confirmed before live use.

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.

Sharing contact details: until PropertySource.Pro permits otherwise, you must not share, request or attempt to exchange direct contact details with another member through messages or any other part of the Platform. Contact details include, but are not limited to, email addresses, telephone numbers and social media profile names or handles. Attempts are blocked and recorded. After two warnings your account will be locked pending review. Any breach, whether or not the attempt succeeds, entitles us to charge an increased platform fee equal to 40% of the sourcing fee on any deal between the parties involved. This is in addition to our other rights under these terms.

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.

For a new reservation, the investor pays the sourcing fee plus any applicable sourcer VAT, plus a platform charge normally equal to 7.5% of the sourcing fee before VAT. A further 7.5% is normally deducted from the sourcer's payout: a 15% standard platform fee in total before costs. A listing-specific sourcer rate may differ where individually agreed. Platform charges are rounded to the nearest whole pound. No VAT is currently charged on either platform-fee portion because PROPERTYSOURCE.PRO LTD is not VAT registered. Payment collection and release remain subject to the agreed deal terms.

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.

Fees are in pounds sterling. The sourcing fee is recorded before VAT and displayed including applicable sourcer VAT, with net, VAT and total shown before payment. Where the sourcer is VAT registered, the sourcer is responsible for accounting for their VAT and issuing the sourcing-fee VAT invoice. PROPERTYSOURCE.PRO LTD is not VAT registered and issues an ordinary receipt, not a VAT invoice, for its platform charges. Platform percentages apply to the sourcing fee before VAT. Existing accepted agreements and payment quotes retain their recorded version and amounts; this version does not reprice them. You remain 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.