VAULT MEMBER TERMS & CONDITIONS

The Sourcing Vault Limited

Company No. 16443781  |  Last Updated: March 2026

IMPORTANT: By subscribing to and accessing The Vault, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions. These Terms operate alongside the Vault Member Agreement. If you do not agree to these Terms, do not proceed with your subscription.

These Terms and Conditions govern access to and use of the software platform operated by The Sourcing Vault Limited, a company registered in England and Wales under company number 16443781, with its registered office at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF ("The Sourcing Vault", "TSV", "we", "us", or "our"), by all users holding a valid subscription as a Vault Member ("you" or "Vault Member").

1. Service Overview

1.1  The Vault is a subscription-based software platform that enables Vault Members to operate a property sourcing business. This includes access to off-market deal listings, investor management tools, marketing systems, deal management workflows, and other related SaaS features.

1.2  Vault Members are granted a limited, non-exclusive, revocable licence to access and use the platform, materials, and features provided, subject to their active subscription and continued compliance with these Terms.

1.3  The Sourcing Vault is a software and intermediary platform. We are not a property agency, financial adviser, or regulated investment business. Nothing provided via the platform constitutes financial, legal, mortgage, or investment advice.

2. Membership & Compliance Requirements

2.1  To access The Vault and be eligible to list deals, receive sourcing fee distributions, or participate in any revenue-sharing arrangement, you must maintain full compliance with all applicable UK property sourcing regulations throughout the duration of your membership. This includes, as a minimum:

(a) Active registration with an approved property redress scheme (e.g. The Property Redress Scheme or The Property Ombudsman)

(b) Valid professional indemnity insurance appropriate to your sourcing activities

(c) Registration with a supervisory body for Anti-Money Laundering (AML) purposes

(d) Registration with the Information Commissioner's Office (ICO) as a data controller

2.2  By subscribing, you represent and warrant that you meet all requirements in Clause 2.1 and that you will maintain them for the duration of your membership. You are solely responsible for obtaining, maintaining, and renewing these registrations and insurances.

2.3  TSV reserves the right to request evidence of compliance at any time. If satisfactory evidence is not provided within 5 working days of a request, or if your compliance status lapses, TSV may suspend your access and withhold deal distributions until compliance is restored.

2.4  You are responsible for ensuring that all deals you list on the platform, and all activities you conduct as a Vault Member, comply with applicable UK law, including the Estate Agents Act 1979, the Money Laundering Regulations 2017, and the Consumer Protection from Unfair Trading Regulations 2008.

3. Subscription Plans & Fees

3.1  TSV offers the following subscription plan types. The specific features, pricing, and terms applicable to each plan are set out on the sign-up page at the time of purchase:

Monthly Rolling — billed monthly, no fixed term, cancellable at any time with reasonable notice as set out in Clause 4

Annual Contract — billed monthly or as a single upfront annual payment, fixed 12-month term

Academy or Extended Membership — longer-term membership programmes that may include training, resources, and platform access, as described at point of sale

3.2  You are bound to the fees and terms of your selected plan from the date of sign-up. TSV reserves the right to amend subscription pricing for new members at any time. Existing members on a fixed-term plan will not have their pricing changed during that fixed term.

3.3  Subscription fees are payable in advance. Failure to pay will result in immediate suspension of platform access. Investor attributions and deal tagging are suspended during any period of non-payment and may be restored within the grace period set out in Clause 5. Commission rights are governed exclusively by Clause 5 — commission is only ever payable on deals that exchange while membership is active and paid.

4. Cancellation & Cooling-Off Rights

4.1 Monthly Rolling Subscriptions

4.1.1  You may cancel a monthly rolling subscription at any time by providing written notice to [email protected]. Cancellation takes effect at the end of the billing period in which notice is received. No refund is due for the remainder of that billing period.

4.1.2  Access to the platform continues until the end of the paid billing period following the cancellation notice.

4.2 Annual Contracts

4.2.1  Annual contracts are fixed-term commitments. If you are an individual or sole trader purchasing for purposes related to your trade (and therefore a consumer for the purposes of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013), you have a statutory right to cancel within 14 calendar days of the date your contract is entered into, without giving any reason.

4.2.2  If you request access to the platform during the 14-day cooling-off period — which you will be asked to confirm expressly at sign-up — and subsequently cancel within that period, you will be charged a pro-rata amount reflecting the days of access used. This is in accordance with Regulation 36 of the Consumer Contracts Regulations 2013.

4.2.3  If you are purchasing as a business (limited company, LLP, or similar), statutory cooling-off rights under the Consumer Contracts Regulations do not apply. Cancellation of an annual contract after the cooling-off period (or for business purchasers, at any time) does not entitle you to a refund of fees already paid.

4.2.4  To exercise your right to cancel within the cooling-off period, you must notify us in writing at [email protected] before the end of the 14th calendar day. We will acknowledge your cancellation in writing and process any applicable refund within 14 days.

4.3 Academy & Extended Memberships

4.3.1  Academy and extended membership programmes are purchased as a single package. Where you are a consumer (individual or sole trader), you have a statutory 14-day cooling-off right from the date of purchase.

4.3.2  Because access to platform features, training materials, and resources is granted immediately upon purchase, you will be asked to expressly confirm at sign-up that you consent to immediate access and acknowledge that, by accessing those materials during the cooling-off period, your right to a full refund is limited. A pro-rata deduction reflecting access already provided will apply to any refund within the cooling-off period.

4.3.3  After the 14-day cooling-off period has expired, no refunds are available on Academy or extended membership programmes. The membership gives you access to tools, training, and resources — outcomes depend entirely on your own effort and application, and no specific results are guaranteed.

Cancellations and cooling-off requests must be made by email to [email protected]. Please include your name, account reference, and the plan you wish to cancel. We will confirm receipt within 2 working days.

5. Investor Attribution & Membership Continuity

5.1  Investors introduced to TSV via your unique referral link, the TSV website sign-up flow, or any other TSV-branded channel attributed to your account are tagged to your Vault Member account for the duration of your active, uninterrupted subscription.

5.2  Commission and sourcing fee distributions are only ever payable on deals that exchange while your membership is active and paid. This is the fundamental condition for any commission entitlement. Membership status at the date of exchange is the only relevant test — not the date of introduction, not the date of payout, and not any subsequent reinstatement date.

5.3  If your subscription payment fails or your membership lapses, your investor attributions are suspended for a grace period of 14 calendar days from the date the payment was due. During this grace period, no commission is payable on any deals that exchange.

5.4  If your membership is reinstated in full within the 14-day grace period, your investor attributions are restored with continuity from your original start date. Deals that exchange on or after the reinstatement date are commissionable as normal. Deals that exchanged during the grace period before the reinstatement date are not commissionable — membership was not active at the point of exchange and reinstatement does not operate retrospectively.

5.5  If your membership is not reinstated within the 14-day grace period, all investor attributions are permanently forfeited. TSV may reassign those investors at its discretion. If the former member subsequently takes out a new subscription at any later date, they start afresh with no backdated rights — no retroactive attribution and no entitlement to commission on any deals that exchanged during or after the lapsed period.

5.6  The only exception to the above is commissions on deals that had already exchanged and completed before the membership lapse date, where the payout had not yet been processed solely due to TSV payment processing timescales. Those commissions remain payable. TSV will not withhold commissions on already-exchanged deals as a penalty for subsequent subscription non-payment. No new commission rights arise from any period of lapsed membership, regardless of when the member reinstates.

The rule in plain English: commission is only paid on deals that exchange while your membership is active. A reinstatement does not unlock commission on deals that exchanged while you were lapsed — it only restores your attributions going forward. The 14-day grace period protects your investor tags, not your commission rights during the gap.

6. TSV Use of Attributed Investor Data

6.1  Investors who register or submit enquiries via The Sourcing Vault website, your TSV referral link, or any TSV-branded channel do so directly with The Sourcing Vault. When an investor accesses TSV through your referral link or the TSV platform, they are clearly presented with TSV's Privacy Policy at the point of data collection. TSV is the data controller for data collected via its own platform and website.

6.2  TSV reserves the right to market property opportunities and platform communications directly to investors in its database, including those attributed to your account, using TSV's own communications infrastructure. This forms part of TSV's legitimate business activity as an intermediary platform.

6.3  Where TSV markets to and completes a deal with an investor attributed to your account, you remain entitled to the applicable commission under the fee split set out in Clause 7, provided your membership is active and you are compliant at the point of exchange.

6.4  Where you upload investor data to the platform that was collected independently by you outside of TSV's own sign-up flows, you warrant that: (a) you have the legal right to share that data with TSV; (b) the investor has been informed that their data will be processed by TSV and has had the opportunity to review TSV's Privacy Policy; and (c) you have complied with all applicable UK GDPR obligations in collecting and sharing that data. TSV accepts no liability for investor data uploaded by you in breach of data protection law.

7. Platform Fees & Sourcing Fee Distribution

7.1  A platform fee is charged by TSV on every deal completed through the platform. The applicable platform fee for each deal is published alongside that opportunity and confirmed in the deal terms.

7.2  The total Sourcing Fee collected from the investor on each deal is distributed as follows:

Role

Share

Description

Deal Finder

40%

The Vault Member who sourced, packaged, and listed the property deal

Deal Seller

40%

The Vault Member who introduced the investor, managed the sale, or whose attributed investor proceeded with the purchase

TSV Platform Fee

20%

Retained by The Sourcing Vault for platform operations, deal support, and facilitation services

7.3  Where the Deal Finder and Deal Seller are the same Vault Member (i.e. the sourcing member both found the deal and introduced the investor), that member receives 80% of the Sourcing Fee, with TSV retaining 20%.

7.4  Deal commission payments (Deal Finder and Deal Seller fees) are invoiced by the Vault Member upon exchange of contracts. Invoices must be submitted to [email protected]. TSV will process payment within 7 working days of receiving a valid invoice, provided that: (a) TSV has received the full Sourcing Fee from the investor in cleared funds; (b) the Vault Member held an active, paid subscription at the date the deal exchanged; and (c) the Vault Member is fully compliant with Clause 2 at the date of payment. The relevant test for commission eligibility is membership status at the date of exchange — not the date the invoice is submitted and not the date of payout processing. TSV will not pay commission on any deal that exchanged during a period of lapsed, suspended, or cancelled membership, regardless of when the member subsequently brings their account up to date.

7.5  Referral rewards for introducing other Vault Members are invoiced monthly by the Vault Member. Invoices must be submitted to [email protected] on or before the first Friday of the calendar month following the month in which the referral reward was earned. Invoices received after this deadline will be held over and processed in the following month. TSV will process payment within 7 working days of receiving a valid invoice submitted by the deadline, provided the Vault Member holds an active, paid subscription at the date of payment.

7.6  TSV reserves the right to withhold a distribution where there is a dispute regarding the deal, a compliance concern, or an outstanding balance owed by the member. Any withheld distribution will be released once the matter is resolved.

8. Use of the Platform

8.1  You agree to use The Vault only for lawful purposes directly related to property sourcing and investment introduction.

8.2  You must not copy, reproduce, reverse engineer, scrape, resell, sublicense, or otherwise exploit any element of the platform, its content, workflows, or templates, whether for commercial gain or otherwise.

8.3  You must not share your login credentials with third parties, allow others to access the platform using your account, or attempt to access other members' accounts or data.

8.4  You must not engage in any of the following conduct:

Directly approaching or soliciting investors attributed to another Vault Member's account outside of TSV's platform and processes

Attempting to direct investors or deal opportunities away from TSV to a competing platform or your own independent operation

Interfering with, undermining, or attempting to circumvent TSV's deal management systems, attribution tracking, or commission structures

Acting in any way that damages the reputation, relationships, or commercial interests of The Sourcing Vault or other Vault Members

8.5  Breach of any provision in Clause 8.4 may result in immediate suspension or termination of membership in accordance with Clause 10, without refund.

9. Data Protection

9.1  The Sourcing Vault Limited is a data controller registered under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our Privacy Policy, available at thesourcingvault.co.uk/privacy-policy, sets out how we collect, use, store, and share personal data.

9.2  Where you collect and upload investor data to the platform, you are an independent data controller for that data. You are solely responsible for ensuring that your collection, storage, and sharing of personal data complies with the UK GDPR and the Data Protection Act 2018, including that you have a lawful basis for processing and, where required, appropriate consents.

9.3  By uploading investor data to TSV's platform, you warrant that you have the legal right to share that data and that the investor has been made aware their data will be processed by TSV in accordance with TSV's Privacy Policy.

9.4  You must maintain your own ICO registration as a data controller for the duration of your membership. This is a condition of membership under Clause 2.1(d).

9.5  TSV processes Vault Member personal data (including name, contact details, compliance documents, and financial information) for the purposes of administering your membership and operating the platform. Full details are in our Privacy Policy.

10. Suspension & Termination

10.1  TSV reserves the right to suspend or terminate your membership immediately, with written notice, in any of the following circumstances:

(a) Breach of any provision of these Terms, including the conduct prohibitions in Clause 8.4

(b) Your compliance status under Clause 2.1 lapses and is not remedied within 5 working days of a TSV request

(c) You act in a manner that, in TSV's reasonable opinion, damages the reputation, interests, or relationships of The Sourcing Vault, its members, or its investors

(d) You are subject to bankruptcy, insolvency proceedings, or a county court judgment that materially affects your ability to operate as a property sourcer

(e) Any information provided by you in connection with your membership is found to be materially false or misleading

10.2  Where membership is terminated by TSV for breach under Clause 10.1, no refund of subscription fees already paid will be made.

10.3  Where membership is terminated by TSV for reasons other than your breach (for example, TSV discontinuing the platform), TSV will provide reasonable notice and a pro-rata refund of any prepaid subscription fees for the unused period.

10.4  On termination of membership for any reason, your licence to access the platform ceases immediately (or at the end of any notice period), and you must cease using all TSV platform materials, templates, and branding. Investor attributions and future commission entitlements cease on termination. Commissions on deals that had already exchanged prior to the termination date and which had not yet been paid out solely due to TSV payment processing timescales remain payable in accordance with Clauses 5.6 and 7.4.

11. Intellectual Property

11.1  All platform content, branding, software, templates, workflows, training materials, and other materials made available to Vault Members are the exclusive intellectual property of The Sourcing Vault Limited.

11.2  No ownership rights in any TSV intellectual property are transferred to you through membership. Your licence to use platform materials is limited to your use within the platform for lawful property sourcing purposes during the term of your active subscription.

11.3  Any deal information, investor data, or property content you submit to the platform remains your own, subject to you granting TSV a licence to use it for the purposes of operating the platform and facilitating introductions during and after your membership.

12. Limitation of Liability

12.1  TSV provides a software platform and intermediary service. We make no guarantee of specific results, deal completions, commission earnings, investor purchases, or sourcing outcomes arising from your use of the platform.

12.2  To the maximum extent permitted by law, TSV accepts no liability for:

(a) Any loss of income, business, profits, or commissions arising from use of or inability to use the platform

(b) Any reputational harm, indirect loss, or consequential damages arising from your membership or any deal listed on the platform

(c) The actions, omissions, or compliance failures of other Vault Members or investors

(d) Any failure, interruption, or error in the platform's functionality beyond TSV's reasonable control

12.3  TSV's total aggregate liability to you under or in connection with these Terms shall not exceed the total subscription fees paid by you in the 12 months preceding the event giving rise to the claim.

12.4  Nothing in these Terms excludes or limits TSV's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

13. Governing Law & Jurisdiction

13.1  These Terms and Conditions are governed by and construed in accordance with the laws of England and Wales.

13.2  Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13.3  If you have a complaint about TSV's services, please refer to our Complaints Policy at thesourcingvault.co.uk/complaints-policy. We encourage members to raise concerns with us in the first instance before pursuing legal action.

14. General

14.1  These Terms constitute the entire agreement between TSV and the Vault Member in relation to your subscription and platform access, and supersede all prior discussions, representations, or agreements.

14.2  TSV reserves the right to amend these Terms at any time. Where changes are material, TSV will provide at least 30 days' written notice to active members before the changes take effect. Continued use of the platform after the effective date of any changes constitutes acceptance of the revised Terms.

14.3  If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.

14.4  TSV's failure to enforce any right or provision of these Terms shall not be deemed a waiver of that right or provision.

15. Contact

For questions about your membership, subscription, or these Terms, please contact:

The Sourcing Vault Limited

167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF

Email: [email protected]

Website: thesourcingvault.co.uk

Privacy Policy: thesourcingvault.co.uk/privacy-policy

Complaints Policy: thesourcingvault.co.uk/complaints-policy

The Sourcing Vault Limited | Company No. 16443781 | Registered in England & Wales | Governed by the laws of England and Wales