1.1 Definitions

In this Agreement, unless the context otherwise requires:

• "Introduction" means the Agent providing the Client with contact details, property demand information, or facilitating initial communication with a Care Provider who has expressed interest in leasing or renting property for supported living purposes, provided that such introduction shall only be deemed effective if it results in substantive discussions regarding a specific property or properties.
• "Introduced Party" means any Care Provider to whom the Client is introduced by the Agent during the Term, or any Property Owner to whom a Care Provider client is introduced by the Agent.
• "Transaction" means any rental agreement, lease, licence, management agreement, or other arrangement entered into between the Client and an Introduced Party relating to property intended for supported living use.
• "Completion" means the date upon which a Transaction becomes legally binding and enforceable between the Client and an Introduced Party, evidenced by executed lease or rental agreement and/or commencement of occupation and rental payments.
• "Lease Signing" means the execution of a legally binding lease, rental agreement, or licence agreement between the Client and an Introduced Party.
• "Protected Period" means the period of twelve (12) months following the date of Introduction of any specific Introduced Party to the Client.
• "Selected Package" means the specific service package selected by the Client as described on the Agent's website or in the accompanying Package Selection Schedule, providing access to various features, services, and portal functionalities.
• "Monthly Rental Value" means the monthly rent payable under the Transaction agreement, or where rent is payable at different intervals, the equivalent monthly amount calculated on a pro-rata basis.
• "Term" means the duration of this Agreement as specified in Clause 3.

1.2 Interpretation

1.2.1 References to statutory provisions include those provisions as amended, re-enacted, or replaced from time to time.

1.2.2 Headings are for convenience only and do not affect interpretation.

1.2.3 Words importing the singular include the plural and vice versa; words importing any gender include all genders.

1.2.4 The words "including," "include," and "in particular" are illustrative and shall not limit the generality of related general words.

2.1 Appointment

The Client hereby appoints the Agent, and the Agent agrees to act, as the Client's introduction agent for the purposes of connecting the Client with Care Providers seeking properties for supported living use, for the Term of this Agreement.

2.2 Services Provided

The Agent agrees to provide services in accordance with the Selected Package, which may include:

2.2.1 Use commercially reasonable efforts to identify and introduce the Client to Care Providers who have expressed accommodation requirements that appear compatible with the Client's available properties;

2.2.2 Provide the Client with access to the Agent's online portal displaying Care Provider demand and requirements (subject to Selected Package);

2.2.3 List the Client's available properties on the Agent's portal for viewing by registered Care Providers (subject to Selected Package);

2.2.4 Facilitate initial communications and arrange introductory meetings or property viewings where appropriate;

2.2.5 Maintain a register of all Introductions made during the Term;

2.2.6 Provide additional services as specified in the Selected Package, which may include:

• Property marketing and promotion
• Lease negotiation support
• Documentation assistance
• Compliance guidance
• Ongoing account management
• Priority listing status
• Enhanced visibility on the portal
• Access to exclusive Care Provider networks

2.2.7 Provide reasonable administrative support in connection with the introduction process.

2.3 Capacity of Agent

2.3.1 The Agent acts solely as an introducing agent and intermediary. The Agent does not:

• Act as agent for either party in negotiating or concluding any Transaction;
• Enter into contracts or make binding commitments on behalf of either party;
• Provide legal, financial, or regulatory advice;
• Guarantee the suitability, compliance, or financial standing of any Introduced Party;
• Accept responsibility for the performance of any Transaction.

2.3.2 The Agent's role terminates upon making an effective Introduction (or upon Lease Signing if the Client has selected an Introduction Fee structure that includes lease negotiation support). All subsequent negotiations, due diligence, and contractual arrangements (or initial negotiations if Introduction-only fee applies) are the sole responsibility of the parties to the Transaction.

2.4 Limitation of Service

2.4.1 The Agent makes no warranty or representation regarding:

• The number of Introductions that will be made;
• The likelihood of any Introduction resulting in a completed Transaction;
• The accuracy or completeness of information provided by Care Providers or third parties;
• The legal, financial, or operational suitability of any property or party introduced;
• Compliance of any property with planning, licensing, building regulations, or other legal requirements for supported living use;
• The financial stability, creditworthiness, or operational capacity of any Care Provider;
• The rental rates achievable or sustainability of any Transaction.

2.4.2 The Client acknowledges that successful Transactions depend on numerous factors outside the Agent's control and agrees that the Agent's obligation is limited to using reasonable efforts to facilitate Introductions in accordance with the Selected Package.

3.1 Initial Term and Renewal

3.1.1 This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months (the "Initial Term").

3.1.2 Unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiry of the Initial Term, this Agreement shall automatically renew for successive periods of three (3) months (each a "Renewal Term") on the same terms and conditions.

3.1.3 Either party may terminate any Renewal Term by providing thirty (30) days' prior written notice to the other party.

3.2 Termination for Breach

3.2.1 Either party may terminate this Agreement with immediate effect by written notice if:

a) The other party commits a material breach of any term of this Agreement and (if such breach is capable of remedy) fails to remedy such breach within fourteen (14) days of receiving written notice specifying the breach and requiring its remedy; or

b) The other party becomes insolvent, enters into administration, receivership, liquidation, or any analogous insolvency proceedings, or makes any arrangement with creditors.

3.2.2 Material breaches by the Client include, without limitation:

• Failure to pay any sum due under this Agreement within thirty (30) days of the due date;
• Breach of the non-circumvention provisions in Clause 4;
• Provision of materially false or misleading information about properties or their compliance status;
• Conduct that brings the Agent into disrepute.

3.2.3 Material breaches by the Agent include, without limitation:

• Persistent failure to provide the services described in the Selected Package;
• Breach of confidentiality obligations in Clause 9;
• Fraudulent or dishonest conduct.

3.3 Termination for Convenience

Either party may terminate this Agreement for convenience by providing ninety (90) days' prior written notice to the other party, subject to payment of all fees accrued up to the effective date of termination and survival of relevant provisions as set out in Clause 3.5.

3.4 Effect of Termination

3.4.1 Upon termination or expiry of this Agreement:

a) The Client's access to the Agent's portal and Selected Package services shall cease immediately;

b) The Agent shall provide the Client with a final written list of all Introduced Parties with dates of Introduction;

c) All outstanding fees and expenses shall become immediately due and payable;

d) Neither party shall make new Introductions under this Agreement;

e) The Client's property listings shall be removed from the Agent's portal within seven (7) days.

3.5 Survival

The following provisions shall survive termination or expiry of this Agreement:

• Clause 4 (Exclusivity and Non-Circumvention) - for the Protected Period in respect of each Introduction
• Clause 5 (Fees and Payment) - for all accrued obligations
• Clause 6 (Cancellation and Recovery of Expenses) - for all accrued obligations
• Clause 9 (Confidentiality) - for two (2) years post-termination
• Clause 10 (Liability and Indemnification)
• Clause 11 (Data Protection)
• Clause 12 (Dispute Resolution)
• This Clause 3.5

4.1 Non-Exclusivity (Standard Packages)

4.1.1 Unless the Client has specifically selected and paid for an "Exclusive" package tier, the Agent may:

a) Simultaneously represent multiple Property Owner clients offering similar properties;

b) Introduce the same Care Provider to multiple Property Owners;

c) Market competing properties through the same channels.

4.1.2 The Client acknowledges and accepts that the Agent owes duties to multiple parties and there is no guarantee that the Client's properties will be prioritized over other listed properties.

4.2 Non-Circumvention

4.2.1 The Client agrees that during the Term and for the Protected Period in respect of each Introduced Party, neither the Client nor any of its affiliates, subsidiaries, related entities, directors, officers, employees, agents, representatives, or assigns (collectively "Client's Associates") shall, directly or indirectly:

a) Contact, negotiate with, or enter into any Transaction with any Introduced Party except through the Agent's knowledge and in accordance with the fee structure applicable to the Selected Package;

b) Use any third party, intermediary, or nominee to circumvent, bypass, or avoid the Agent's role with respect to any Introduced Party;

c) Disclose the identity or contact details of any Introduced Party to any third party who might facilitate a Transaction that excludes the Agent;

d) Enter into any agreement, arrangement, or understanding that has the effect of depriving the Agent of fees properly due under this Agreement.

4.2.2 For packages that include "Introduction Only" fees, the Client may proceed with negotiations and Lease Signing independently after the initial Introduction, provided that the Introduction Fee is paid. For packages that include "Introduction to Lease Signing" fees, the Agent shall remain involved through Lease Signing.

4.2.3 For the avoidance of doubt, this Clause 4.2 shall apply to:

• Any Transaction concluded during the Protected Period, regardless of when negotiations commenced;
• Any Transaction relating to any property owned or controlled by the Client with an Introduced Party;
• Any Transaction with any entity related to, affiliated with, or controlled by an Introduced Party.

4.3 Exception for Pre-Existing Relationships

4.3.1 This Clause 4 shall not apply to Care Providers with whom the Client had an established, documented business relationship prior to the Effective Date, provided that:

a) The Client notifies the Agent in writing within seven (7) days of the Effective Date of all such pre-existing relationships, including names, contact details, and nature of the relationship;

b) The Client provides reasonable evidence of such pre-existing relationship if requested by the Agent;

c) The pre-existing relationship involved actual property transactions or substantive negotiations regarding specific properties (mere awareness or casual acquaintance is insufficient).

4.3.2 If the Agent subsequently introduces the Client to a Care Provider whom the Client claims as a pre-existing relationship but did not disclose as required by Clause 4.3.1, the Introduction shall be deemed effective and fees shall be payable.

4.4 Consequences of Breach

4.4.1 The parties acknowledge that breach of this Clause 4 would cause the Agent significant financial loss that would be difficult to quantify precisely. Accordingly, without prejudice to any other rights or remedies:

a) If the Client or any Client's Associate breaches Clause 4.2 and enters into any Transaction with an Introduced Party during the Protected Period, the Client shall immediately pay the Agent the full Introduction Fee (or Introduction to Lease Signing Fee, as applicable) that would have been payable had the Transaction been properly conducted in accordance with this Agreement;

b) The Agent shall be entitled to injunctive relief to prevent any threatened or continuing breach;

c) The Client shall indemnify the Agent for all reasonable legal costs and expenses incurred in enforcing this Clause 4.

4.4.2 Payment of fees under Clause 4.4.1(a) shall not limit the Agent's right to claim additional damages for any loss exceeding such fees.

4.5 Transparency Obligation

4.5.1 The Client shall, within five (5) business days of written request by the Agent, provide full and frank disclosure of:

a) All communications and meetings with any Introduced Party;

b) The status of any negotiations with any Introduced Party;

c) Any agreement, arrangement, or understanding reached with any Introduced Party, including copies of signed lease agreements.

4.5.2 Failure to comply with Clause 4.5.1 shall constitute a material breach entitling the Agent to terminate this Agreement and claim all fees as if Transactions had been completed at the maximum fee tier.

5.1 Package Selection and Subscription Fees

5.1.1 The Client shall select a service package from those offered by the Agent, as described on the Agent's website and/or in the Package Selection Schedule attached hereto.

5.1.2 Package options are categorised as follows:

(a) Registered Provider Package (£150 p.a.): Annual subscription for Registered Providers with portal access and specified features.

(b) Silver Package (Free): Basic access with limited features and portal functionality.

(c) Gold Package (£35/month or £350 p.a.): Enhanced visibility, marketing support, and service allowances.

(d) Platinum Package (£60/month or £550 p.a.): Priority listings, greater service allowances, and enhanced support.

(e) VIP Mentorship Package (£9,999 p.a.) (Most Popular): High-touch mentoring, strategic support, and premium services.

(f) Estate Agent/Broker Package (£99/month or £999 p.a.): Package tailored for estate agents and brokers.

5.1.3 Each package includes specified features, services, and portal access rights as detailed in the Package Selection Schedule. The Client agrees to pay the subscription fee applicable to the Selected Package.

5.1.4 Subscription fees are payable:

• In advance on the Effective Date for annual packages;
• Monthly in advance for monthly packages.

5.1.5 Subscription fees are non-refundable except as specified in the Selected Package terms or material breach by the Agent.

The Selected Package, as chosen by the Client at the point of order or payment, shall determine the applicable subscription fees, feature set, allowances, and service charges, and the order form or online interface shall clearly display all items included and payable prior to confirmation of payment.

5.2 Onboarding Fee

5.2.1 Upon signing this Agreement, the Client shall pay a non-refundable Onboarding Fee of Two Hundred and Fifty Pounds Sterling (£250.00 GBP) to cover:

• Initial account setup and verification;
• Property assessment and listing preparation;
• Client onboarding and portal training;
• Initial compliance review and guidance;
• Integration into the Agent's Care Provider network;
• Administrative costs associated with establishing the Client relationship.

5.2.2 The Onboarding Fee is payable within seven (7) days of signing of this Agreement and must be paid before the Client gains access to the portal or receives any Introduction services.

5.2.3 The Onboarding Fee is non-refundable in all circumstances, including if:

• The Client terminates this Agreement;
• No Introductions are made;
• No Transactions are completed;
• The Client changes their Selected Package.

5.3 Introduction Fee Structure

5.3.1 In addition to any subscription fees and the Onboarding Fee, the Client shall pay Introduction Fees for successful Introductions in accordance with one of the following fee structures, as determined by the Selected Package or as separately agreed in writing:

5.4 Additional Service Fees

5.4.1 The Agent may offer additional services beyond those included in the Selected Package, including Property Marketing, Compliance Support, Legal Documentation, etc.

i) Property Management Fees:

• Onboarding Fee: £250 (non-refundable, separate from and in addition to the £250 Onboarding Fee under Clause 5.2)
• Monthly Management Fee: Ten percent (10%) of monthly rent received

5.10 Packaged Deals

For Packaged Deals, the Client shall pay a non-refundable upfront commitment fee of One Thousand Pounds Sterling (£1,000.00 GBP). This fee is credited against the total Packaged Deal fee payable on exchange of contracts.

5.11 VIP Mentorship Package

The VIP Mentorship Package fee is payable in full upfront. It is fully refundable if, within twelve (12) months, the Client does not approve any suitable properties sourced, subject to the Agent being entitled to retain £1,000 to cover sourcing activity.