1. Parties

Introducer:
Samuel Leeds DealConnect Limited (Company Number 15318656)
Registered Office: Kings Head House, 15 London End, Beaconsfield, HP9 2HN

Investor:
[Name / Company Name]

2. Business Status

2.1 The Investor confirms that it is acting wholly in the course of business and not as a consumer.

2.2 This Agreement is entered into on a business-to-business basis only.

3. Deal Brief & Requirements

3.1 Prior to commencement, the Investor’s property requirements (“Deal Brief”) shall be recorded in writing and agreed by both parties.

3.2 Only the written Deal Brief shall form the basis for determining suitability of any property sourced.

3.3 Verbal discussions, informal expectations, assumptions or subjective preferences shall not form part of the Deal Brief unless expressly recorded in writing.

3.4 Any amendment to the Deal Brief must be agreed in writing and shall restart the 6-week Sourcing Period.

4. Scope of Services

4.1 The Introducer shall use reasonable commercial efforts to source and introduce property opportunities that materially satisfy the Deal Brief.

4.2 The Introducer’s obligation is limited to introducing qualifying opportunities within the Sourcing Period.

4.3 The Introducer does not guarantee that any property will be secured, purchased, financed or profitable.

4.4 The Introducer does not act as estate agent, broker, negotiator, financial adviser, investment adviser or fiduciary.

5. Holding Fee

5.1 The Investor shall pay a £597 Holding Fee upon execution of this Agreement.

5.2 The Holding Fee represents a non-interest-bearing retainer for sourcing services, research, market analysis, compliance checks, administrative processing and opportunity identification.

5.3 The Sourcing Period shall commence upon receipt of cleared funds and shall run for 6 weeks.

6. Holding Fee and Refund

6.1 The £597 Holding Fee is non-refundable except as expressly provided in clause 6.4.

6.2 The Introducer’s obligation under this Agreement shall be satisfied upon introduction of one property which, acting reasonably and in good faith, materially satisfies the written Deal Brief.

6.3 A property shall be deemed to materially satisfy the Deal Brief where the core financial, location and structural criteria recorded in writing are met, allowing for reasonable commercial tolerances and market fluctuations.

6.4 The Holding Fee shall be refunded in full only if, at the expiry of the 6-week Sourcing Period, the Introducer has not introduced any property which materially satisfies the written Deal Brief.

6.5 The Holding Fee shall not be refundable in any other circumstances, including (without limitation):

(a) where the Investor terminates this Agreement prior to expiry of the 6-week Sourcing Period;
(b) where the Investor refuses to proceed with a property introduced under clause 6.2;
(c) where the Investor changes or attempts to change the Deal Brief after commencement;
(d) where the Investor’s financial position, lending ability, appetite or strategy changes;
(e) where market conditions change;
(f) where the Investor fails to engage or respond during the Sourcing Period.

7. Suitability Determination

7.1 Suitability shall be determined by the Introducer acting reasonably and in good faith.

7.2 Minor variations in yield projections, refurbishment costs, rental estimates, valuations or lending outcomes shall not render a property unsuitable where the written Deal Brief criteria are materially satisfied.

7.3 The Introducer’s obligation is to introduce a qualifying property, not to secure a completed transaction.

8. Investor Obligations

8.1 The Investor warrants that all information provided regarding budget, finance readiness and criteria is accurate.

8.2 The Investor shall engage in good faith and respond promptly to communications.

8.3 The Investor shall conduct independent due diligence and obtain independent legal, tax and financial advice.

9. No Advice / No Guarantees

9.1 The Introducer provides sourcing services only.

9.2 The Introducer makes no representation or warranty as to profitability, capital growth, rental performance, valuation outcome or financing approval.

9.3 All financial projections are indicative only.

10. Limitation of Liability

10.1 The Introducer shall not be liable for indirect or consequential loss, loss of profit, loss of opportunity, loss of goodwill or reliance losses.

10.2 The total aggregate liability of the Introducer under this Agreement shall not exceed £597.

10.3 Nothing excludes liability for fraud or death or personal injury caused by negligence.

11. Non-Circumvention

11.1 If the Investor proceeds to acquire any property introduced during the Sourcing Period, whether directly or indirectly, any separate agreed sourcing fee (if applicable) shall remain payable.

11.2 This clause survives termination.

12. Termination

12.1 This Agreement shall automatically terminate upon the earlier of:

(a) Expiry of the 6-week Sourcing Period; or
(b) Introduction of a qualifying property under clause 6.2.

12.2 Termination shall not affect the non-refundable status of the Holding Fee except as expressly provided in clause 6.4.

13. General

13.1 This Agreement constitutes the entire agreement between the parties.

13.2 Nothing in this Agreement creates partnership, agency or joint venture.

13.3 Neither party shall be liable for delay caused by events beyond reasonable control.

13.4 This Agreement is governed by the law of England and Wales.

13.5 The courts of England and Wales shall have exclusive jurisdiction.