L&M PROPERTY SOURCING

TERMS OF BUSINESS

Property Sourcing & Investment Advisory Services

Effective Date: April 2026

Terms of Business

This Agreement is entered into between:

THE COMPANY
L&M Property Sourcing ("the Company", "we", "us", "our")

THE CLIENT
[Client Full Name / Company Name] ("the Client", "you", "your")

Together referred to as "the Parties".

By signing this Agreement, the Client acknowledges that they have read, understood, and agree to be bound by these Terms of Business in full.

1. Definitions & Interpretation

In this Agreement, the following terms shall have the meanings set out below unless the context otherwise requires:

• "Agreement" means these Terms of Business, including any schedules, annexes, or amendments agreed in writing between the Parties.
• "Property" or "Deal" means any residential or commercial property identified, sourced, and presented to the Client by the Company.
• "Sourcing Fee" means the fee payable by the Client to the Company for the successful sourcing and introduction of a Property, as set out in Schedule 1.
• "Exchange of Contracts" means the point at which the Client and the vendor have exchanged legally binding contracts for the purchase of a Property.
• "Completion" means the legal completion of the purchase of a Property, at which point the transfer of ownership takes effect.
• "Introduction" means the first instance in which the Company provides the Client with details of a specific Property, whether verbally, in writing, by email, WhatsApp, deal pack, or any other medium.
• "Exclusivity Period" means the period during which the Client agrees to source properties exclusively through the Company, as set out in Clause 5.
• "Business Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.
• "BMV" means Below Market Value — a property offered at a price below its RICS Red Book desktop valuation, taken from six sold comparables (Land Registry sold-price data) within the past 12 months and 0.5 miles of the subject property, adjusted for condition, floor area and bedroom count.
• "Client" / "Investor" Throughout this document, "Client" refers to the person retaining the Company's services. In customer-facing communications elsewhere, the Company uses the term "Investor" to denote the same party.

2. Scope of Services

The Company shall provide the Client with the following property sourcing and advisory services:

• Identifying and sourcing investment properties that meet the Client's stated criteria, including location, budget, property type, yield requirements, and investment strategy.
• Conducting due diligence on each Property, including comparable market analysis, rental yield calculations, cashflow projections, stamp duty estimates, and deal scoring.
• Preparing and delivering professional deal packs containing property details, financial analysis, and investment rationale for each sourced Property.
• Providing introductions to the selling agent, vendor, or auction house as appropriate.
• Offering guidance on the negotiation process, including recommended offer strategies and vendor circumstances where known.
• Assisting with the progression of the transaction from offer acceptance through to exchange and completion, including liaison with solicitors, mortgage brokers, and agents where required.
• Providing market intelligence, including area insights, comparable sales data, rental demand indicators, and emerging opportunity areas.

The Company does not provide legal, tax, financial, or mortgage advice. The Client is responsible for obtaining independent professional advice in relation to any property transaction. The Company acts as a property sourcing agent and introducer. We do not act as the Client's solicitor, surveyor, financial adviser, or mortgage broker.

3. Client Obligations

The Client agrees to:

• Provide accurate and complete information regarding their investment criteria, budget, funding position, and any special requirements at the outset of the engagement.
• Notify the Company promptly of any changes to their investment criteria, budget, or availability.
• Respond to property introductions within a reasonable timeframe (typically 48 hours) to avoid loss of opportunity.
• Not approach vendors, agents, or auction houses directly in respect of any Property introduced by the Company, whether during or after the term of this Agreement.
• Comply with all Anti-Money Laundering (AML) requirements, including providing valid photographic identification and proof of address and proof of funds when requested.
• Make payment of the Sourcing Fee in accordance with the terms set out in Clause 4 and Schedule 1.
• Not disclose details of any Property introduced by the Company to any third party without prior written consent.

4. Sourcing Fees & Payment Terms

The Client agrees to pay the Company a Sourcing Fee for each Property that proceeds to completion, as set out in Schedule 1 attached to this Agreement.

4.1 The exact Sourcing Fee for each engagement shall be agreed in writing between the Parties and recorded in Schedule 1 before work commences. The fee stated in Schedule 1 shall be the binding fee for that engagement.

4.2 Payment Trigger. Unless otherwise agreed in writing, the Sourcing Fee becomes payable upon Exchange of Contracts. Where the Parties agree that the fee is payable on Completion, this shall be expressly stated in Schedule 1.

4.3 The Sourcing Fee is payable within 7 (seven) calendar days of the Payment Trigger event. Payment shall be made by bank transfer to the account details provided by the Company.

4.4 All fees are quoted exclusive of VAT. If the Company is or becomes VAT-registered during the term of this Agreement, VAT shall be charged at the prevailing rate and added to the Sourcing Fee.

4.5 If the Client instructs a solicitor to hold the Sourcing Fee from completion funds, the Client must provide written confirmation of this instruction to the Company and their solicitor prior to exchange.

4.6 The Company reserves the right to charge a non-refundable retainer fee for bespoke or exclusive sourcing mandates. Any retainer shall be agreed in writing and recorded in Schedule 1. Retainer fees are credited against the final Sourcing Fee on completion.

5. Exclusivity

5.1 Where the Client and the Company agree to an exclusive sourcing arrangement, the Client shall not engage any other property sourcing agent, introducer, or similar service provider to source properties within the agreed target area(s) and criteria during the Exclusivity Period.

5.2 The Exclusivity Period shall be as stated in Schedule 1. If no period is specified, the default Exclusivity Period shall be 90 (ninety) calendar days from the date of this Agreement.

5.3 During the Exclusivity Period, if the Client purchases a property within the agreed criteria through any channel other than the Company (including direct approaches, other agents, auction purchases, or off-market deals), the full Sourcing Fee as stated in Schedule 1 shall remain payable to the Company.

5.4 Exclusivity may be renewed by mutual written agreement. Either Party may elect not to renew at the end of the Exclusivity Period without penalty.

5.5 Where no exclusivity arrangement is agreed, the Client is free to engage other sourcing agents. However, the Sourcing Fee remains payable on any Property first introduced by the Company, regardless of whether the Client subsequently receives the same Property from another source.

6. Introduction Protection

6.1 The Company's Introduction of a Property to the Client shall be deemed the effective cause of any subsequent purchase of that Property by the Client, whether the purchase occurs during or after the term of this Agreement.

6.2 The Sourcing Fee shall remain payable if the Client (or any connected person, company, trust, or entity associated with the Client) purchases a Property introduced by the Company within 12 (twelve) months of the Introduction, regardless of:

• Whether the Client claims to have been aware of the Property independently.
• Whether the Client received details of the same Property from another agent, sourcer, or third party.
• Whether the purchase is made in a different name, through a company, trust, or nominee.
• Whether the terms of the purchase differ from those originally presented.

6.3 The Company shall maintain a written log of all Introductions made to the Client, including the date, property address, and method of introduction. This log shall be the definitive record in the event of any dispute.

6.4 If the Client disputes that a Property was introduced by the Company, the burden of proof shall rest with the Client to demonstrate that they were aware of the Property prior to the Company's Introduction.

7. Late Payment & Interest

7.1 If the Client fails to pay the Sourcing Fee within the period specified in Clause 4.3, interest shall accrue on the outstanding amount at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7.2 Interest shall accrue daily from the due date until the date of actual payment, whether before or after any court judgment.

7.3 The Company shall also be entitled to claim reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as follows:

7.4 The Company reserves the right to suspend all services and withhold further property introductions until all outstanding fees and interest have been paid in full.

7.5 In the event of persistent non-payment (exceeding 30 days overdue), the Company may instruct a third-party debt recovery agent or commence legal proceedings to recover the outstanding amount, plus interest and costs. The Client shall be liable for all reasonable costs of recovery.

8. Cancellation & Termination

8.1 Either Party may terminate this Agreement by giving 14 (fourteen) calendar days' written notice to the other Party, provided no property transaction is in progress.

8.2 If the Client terminates this Agreement after a Property has been introduced but before completion, the Sourcing Fee shall remain payable if the Client (or any connected person) proceeds to purchase that Property within 12 months of the Introduction, in accordance with Clause 6.

8.3 The Company may terminate this Agreement immediately if:

• The Client fails to pay any Sourcing Fee within 30 days of the due date.
• The Client breaches any material term of this Agreement.
• The Client provides false or misleading information regarding their identity, funding, or investment intentions.
• The Client fails to comply with Anti-Money Laundering requirements.

8.4 Upon termination, Clauses 4 (Fees), 6 (Introduction Protection), 7 (Late Payment), 9 (Confidentiality), 10 (Data Protection), and 11 (Limitation of Liability) shall survive and continue in full force.

8.5 Any retainer fee paid under Clause 4.6 is non-refundable upon cancellation.

9. Confidentiality

9.1 Both Parties agree to keep confidential all information received from the other Party in connection with this Agreement, including but not limited to property details, financial information, deal analyses, client lists, sourcing methodologies, and business strategies.

9.2 The Client shall not share, forward, or disclose any deal packs, property details, or financial analyses provided by the Company to any third party without prior written consent.

9.3 This obligation of confidentiality shall survive the termination of this Agreement for a period of 24 (twenty-four) months.

9.4 This clause does not apply to information that is or becomes publicly available (other than through a breach of this Agreement), or information that must be disclosed by law or by a regulatory authority.

10. Data Protection & Privacy

10.1 The Company shall process the Client's personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

10.2 Personal data collected from the Client (including name, contact details, identification documents, and financial information) shall be processed solely for the purpose of providing the services described in this Agreement and for compliance with legal obligations, including Anti-Money Laundering regulations.

10.3 The Company shall not share the Client's personal data with third parties except where necessary to facilitate a property transaction (e.g., with solicitors, agents, or mortgage brokers), or where required by law.

10.4 The Client has the right to request access to, correction of, or deletion of their personal data held by the Company, subject to the Company's legal obligations to retain certain records.

10.5 The Company is registered with the Information Commissioner's Office (ICO) and maintains appropriate technical and organisational measures to protect personal data.

11. Limitation of Liability

11.1 The Company provides property sourcing and introduction services only. All property investments carry inherent risk, and the Company does not guarantee any return on investment, capital growth, rental income, or property value.

11.2 The Company shall exercise reasonable skill and care in sourcing and presenting properties, including conducting comparable market analysis and financial projections. However, all figures, estimates, and projections are provided for indicative purposes only and should not be relied upon as a guarantee.

11.3 The Client is solely responsible for conducting their own due diligence, including obtaining independent surveys, valuations, legal searches, and professional financial advice before committing to any purchase.

11.4 The Company shall not be liable for any loss, damage, or expense arising from:

• Changes in property market conditions, interest rates, or government policy.
• Inaccurate information provided by vendors, agents, portals, or third parties.
• The Client's failure to obtain independent professional advice.
• Delays or failures in the conveyancing process outside the Company's control.
• Any investment decision made by the Client.

11.5 The Company's total aggregate liability under this Agreement shall not exceed the total Sourcing Fees paid by the Client to the Company in the 12-month period preceding the claim.

11.6 Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

12. Anti-Money Laundering Compliance

12.1 The Company is subject to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and is registered with HMRC for AML supervision.

12.2 The Client agrees to provide satisfactory identification and verification documents before the Company introduces any Property. This includes:

• Photographic identification (passport or driving licence).
• Proof of current address (utility bill or bank statement dated within the last 3 months).
• Proof of funds (bank statements, mortgage agreement in principle, or evidence of available capital).

12.3 Where the Client is a company, trust, or other legal entity, the Company may require identification of all beneficial owners holding 25% or more of the entity, as well as details of the entity's structure.

12.4 The Company reserves the right to refuse to provide services or to terminate this Agreement if the Client fails to provide satisfactory identification or if the Company has reasonable grounds to suspect that a transaction involves the proceeds of crime or money laundering.

12.5 The Company has a legal obligation to report suspicious activity to the National Crime Agency (NCA) and may be prohibited from informing the Client that a report has been made.

13. Complaints Procedure

13.1 The Company is committed to providing a professional and transparent service. If the Client is dissatisfied with any aspect of the service, they should raise the matter in writing to the Company at the earliest opportunity.

13.2 The Company shall acknowledge the complaint within 3 Business Days and provide a full written response within 14 Business Days.

13.3 If the complaint cannot be resolved through the Company's internal procedure, either Party may refer the matter to mediation before commencing legal proceedings.

14. General Provisions

14.1 Entire Agreement. This Agreement, together with Schedule 1, constitutes the entire agreement between the Parties and supersedes all previous agreements, representations, and understandings, whether written or oral.

14.2 Amendments. No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.

14.3 Waiver. A failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or the right to enforce it at a later date.

14.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.5 Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without the Company's prior written consent. The Company may assign this Agreement to a successor entity.

14.6 Notices. All notices under this Agreement shall be in writing and sent by email, recorded delivery, or hand delivery to the addresses specified in this Agreement.

14.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

14.8 Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising out of or in connection with this Agreement.

14.9 Third Party Rights. No person other than the Parties to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Execution

This Agreement has been entered into on the date stated below.

Schedule 1 — Fee Agreement

This Schedule forms part of the Terms of Business between L&M Property Sourcing ("the Company") and the Client named below. It records the agreed fee structure for this engagement.

Agreed and accepted by both Parties: