Terms & Conditions (Sourcer & Agent)
In these Sourcing Member Terms and Conditions, the following terms shall have the
“Messaging Area” The messaging tool on the Website(s) used primarily for messaging
between Sourcing Members and Investor Members.
"Content" means any and all content and materials (including property details and any
intellectual property rights of whatsoever nature) supplied or made available by, on
behalf or on the instruction of, the Sourcing Member to Directly Sourced
"Contract" or "Agreement" means a contract for Services between Directly Sourced and
the Sourcing Member governed by these Sourcing Agent Terms and Conditions and the
"DPA" means any applicable legislation or regulation in force in the United Kingdom
from time to time including the Data Protection Act 2018 or any regulations or statutory
instruments made under such legislation;
"Fees" means the amounts due to Directly Sourced by the Sourcing Member under the
Contract and set out upon registration on the Website .
"Force Majeure Event" means an event beyond the reasonable control of the party
affected by it;
“Full Investment Details” the document associated with the Property as shown on the
Sourcing Investment website providing details on the Property and describing the
potential investment opportunity and ancillary details;
"Group" means any holding company or companies and any subsidiary undertaking(s) of
Directly Sourced Limited and "Group Company" and "Group Companies" means any
one or more of such companies;
“Investor Member” means any investors registered on the Website(s) as Investor
"Logo" means the Directly Sourced logo or any other logo (including but not limited to
the Certified Logo) as Directly Sourced or any Group Company may from time to time
provide electronically to the Sourcing Member;
"Personal Data" means the same as is defined by the DPA;
together with all documents referred to therein;
"Registration Form" means the registration form on the Website(s) for Services (as
agreed, amended or added to from time to time by a Services Amendment Form or
otherwise by the parties in writing completed by the Sourcing Member on registration)
indicating the Services to be provided under the Contract;
"Relevant Requirements" means all applicable laws, statutes, regulations, and codes
relating to anti-bribery and anti-corruption including but not limited to the Bribery Act
"Services" means the services to be provided by Directly Sourced via the Website(s)
and which may include but is not limited to:
(a) a process facilitating the upload by the Sourcing Members of property or investment
opportunity details (including images) to the Website(s);
(b) displaying the Sourcing Members properties or investment opportunities on the
(c) the provision of access by Investor Members to the Website(s) for the viewing of
(d) the provision of advertising services to the Sourcing Members;
(3e) the Messaging Area;
(g) the provision of information to the Sourcing Member regarding their Content and
views of such Content; and
(h) any other services provided by Directly Sourced from time to time.
"Services Amendment Form" means a services amendment form, additional products or
Registration Form or any other form provided by Directly Sourced and signed by the
Sourcing Member indicating an amendment or addition to the type or level of Services
set out in the Registration Form;
“Directly Sourced” or the "Company" means Directly Sourced Limited, a company
incorporated in England and Wales with Company No. 12591449 whose Registered
Office is at PO Box CO BSEEN, Innovation Birmingham Campus Faraday Wharf, Holt
Street, Birmingham, United Kingdom, B7 4BB;
"Sourcing Member" means a professional estate agent and/or commercial property
agent and/or property sourcing agent who uploads properties and/or investment
opportunities to the Website(s);
"Sourcing Member Code of Conduct" means the code of conduct which Sourcing
Members must comply with as part of the Contract;
“Sourcing Member Commercial Terms” means current fee arrangements between
Directly Sourced and the Sourcing Member as updated from time to time, and
communicated to Sourcing Member via email and published in the Sourcing Member
dashboard on the Website(s);
“Sourcing Member and Investor Member Terms of Business” means the standard terms
of business between Sourcing Member and Investor Member (as amended from time to
time by Directly Sourced) available on request from Directly Sourced and available on
"Start Date" a start date for the Contract as may be specified in the Registration Form;
"Upload Systems" means any system made available by Directly Sourced to the
Sourcing Member to facilitate the supply of Content to the Website(s);
"Website(s)" means the website located at www.directly-sourced.com and any other
website whose domain is owned or controlled or powered by Directly Sourced or any
Group Company as Directly Sourced may determine and via which Services are
"Working Day" means any day other than Saturday and Sunday and Bank Holidays on
which the banks in London are open for normal business; and
“Works” means any building or refurbishment work required for a property investment as
contemplated or executed by an Directly Sourced Investor via the Website(s).
2. Contract between the Sourcing Agent and Directly Sourced
2.1 No Contract shall subsist until (a) unless waived by Directly Sourced, a Registration
Form completed by the Sourcing Member is received by Directly Sourced (or a Group
Company) and until (b) the later of the Start Date (if any) and Directly Sourced (or any
Group Company) commencing provision of Services (whether by facilitating display of
Content on the Website(s) or otherwise), whereupon Directly Sourced and the Sourcing
Member shall be deemed to have entered into a legally binding Contract on these
Sourcing Member Terms and Conditions.
2.2 The Contract shall be between Directly Sourced and the Sourcing Member. The
Contract shall comprise the Registration Form, these Sourcing Member Terms and
Conditions to which the Sourcing Member is subject and which, together, shall constitute
the entire agreement between the parties to the exclusion of all previous terms and
conditions (whether between the Sourcing Member and Directly Sourced or the Sourcing
Member and another Group Company) and all other terms and conditions (including any
which the Sourcing Member purports to apply under any purchase order, confirmation of
order or other document).
2.3 In the event of any conflict between these Sourcing Member Terms and Conditions
and the Registration Form, these Sourcing Member Terms and Conditions shall prevail.
2.4 All Contracts between Directly Sourced (or any Group Company) and a Sourcing
Member shall be governed by these Sourcing Member Terms and Conditions and any
variation thereof shall have no effect unless expressly agreed in writing and signed by
2.5 From time to time, Directly Sourced may amend these Sourcing Member Terms and
Conditions and reserves the right to do so in its absolute discretion, acting reasonably,
at any time without prior notice to the Sourcing Member. Any changes will be posted on
the Website(s) and become effective at the time of posting.
2.6 Directly Sourced reserves the right to reject any Registration Form and/or refuse to
enter into a Contract or provide any Services to a third party at its absolute discretion,
including where it believes (i) that party is not providing the services of a Sourcing
Member, (ii) that the quality of its Content is not or will not be of a professional standard
commensurate with that of its Sourcing Member generally, (iii) that the relevant third
party is not able or likely to comply with the Sourcing Member Code of Conduct and/or
(iv) does provide the information and documents required by the Registration Form to
the satisfaction of Directly Sourced.
3.1 Subject to these Sourcing Member Terms and Conditions, Directly Sourced (or any
Group Company as Directly Sourced may determine) will provide the Sourcing Member
with the Services.
3.2 Directly Sourced may vary the Services from time to time with or without notice to
the Sourcing Member.
4. Content and Obligations
4.1 The Sourcing Member warrants and represents that:
(i) it is, and qualifies as, a Sourcing Member and that it does not act as a consumer or
an investor in relation to the Contract;
(ii) any individual who has signed and/or otherwise agreed to these Sourcing Member
Terms (as updated from time to time) on its behalf has the requisite corporate authority
to contract on behalf of that Sourcing Member;
all times during the continuation of the Contract;
(iv) their business and its associated Content will comply with all applicable laws,
regulations and codes of practice in the United Kingdom, will not be defamatory or
infringe any copyright, trade mark or other intellectual property rights or rights of any
third party whatsoever and will not contain any Personal Data. Compliance includes, but
is not limited to:
a) Compliance with The Estate Agents Act 1979, which includes requirements and
disclosure regarding fees and charges, any financial benefit a Sourcing Member may
gain from a transaction and any personal interest in a transaction, as well as
requirements related to money handling and the requirement to be registered with a
recognised redress scheme;
b) Compliance with The Consumers, Estate Agents and Redress Act 2007;
c) Compliance with the Data Protection Act 2018 including maintaining registration with
d) Compliance with UK Anti Money Laundering Legislation. Sourcing Members are
themselves responsible for their own Anti Money Laundering procedures which should
be fully documented with appropriate records maintained;
e) Compliance with the Bribery Act 2010;
(v) Content will not contain any promotion of the Sourcing Member or any third party,
including but not limited to any advertisements of any products or services offered by the
Sourcing Member or any third party, except for its own logo without written approval by
(vii) it is responsible for the integrity of the Content which is in all respects true, complete
and accurate to the best of the Sourcing Member’s knowledge and belief and the
Sourcing Member shall promptly update or correct Content on becoming aware of any
errors or inaccuracies and shall provide such assistance as Directly Sourced shall
reasonably require to identify and remedy any unauthorised use of Content;
(viii) within no more than 1 (one) Working Day of (i) a property going "under offer", (ii) a
sale contract being entered into in respect of a property, or (iii) the property being taken
off the market, the Sourcing Member will either alter the status of the property details in
the upload provided to Directly Sourced so that it may be displayed as "under offer" or
"sold" as appropriate on the Website(s) or will remove the property from the upload
provided to Directly Sourced so that it is no longer displayed on the Website(s);
(ix) it has the authority to market the properties in the Content;
(x) it holds all necessary authorities, consents and licences necessary to use, display,
reproduce and publish the Content and has authority to and grants Directly Sourced
(and its Group Companies) a licence of the Content on the terms set out in clause 4.2;
(xi) it has read and will abide by all notices posted on the Website(s) from time to time
that are relevant to the provision of the Services;
(xii) it has full liability insurance and shall on demand provide a copy of such insurance
(xiii) it will use the Messaging Area as the primary method of communication with
Investor Members throughout any investment project, including but not limited to the
period prior to purchase and encourage the use of the Messaging Area to Investor
(xiv) it shall not use Directly Sourced’s name, the name of any Group Company or any
Logos, trade or service marks of Directly Sourced or the Group in a defamatory or
derogatory manner or in any way that might bring Directly Sourced, the Group or its
directors or employees into disrepute;
(xv) it will abide by any applicable industry code of conduct or guidelines issued by any
relevant trade organisation and will abide by all applicable laws and regulations applying
to or affecting Sourcing Members including, but not limited to, Consumer Protection from
Unfair Trading Regulations 2008 and the Business Protection from Misleading
(xvi) it shall ensure that only its authorised persons have access to the Services and the
Upload Systems and that where it provides Content via the Upload Systems it shall only
do so in a format compatible with any technical specifications issued by Directly Sourced
from time to time. The Sourcing Member agrees to use this format to display details of
the property only, as laid out, and not to use these areas to advertise ancillary company
(xvii) it does and will all at all times whilst the Contract remains in force act in an ethical
and reasonable manner in dealing with both Directly Sourced and its customers and
(xx) Directly Sourced may notify the Sourcing Member to remove any Logo from its
website or any marketing material at any time and the Sourcing Member shall comply
with such request within one (1) day;
(xxi) It will maintain registration with The Property Ombudsman or The Property Redress
Scheme at all times and will adhere to the relevant codes of practice as set out by The
Property Ombudsman or The Property Redress Scheme and will provide evidence of its
registration as and when requested by Directly Sourced.
4.2 The Sourcing Member grants Directly Sourced and the Group a non-exclusive,
royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and
otherwise use the Content or data or other information derived therefrom for any
purpose whatsoever (including entering into agreements with third parties for the
provision of the Content or data derived therefrom). This licence shall survive
termination of the Contract. The Sourcing Member agrees that Directly Sourced and any
Group Company may, but shall not be required to, identify the Sourcing Member as the
source of the Content on the Website(s) or in any other medium through which the
Content or any derivative thereof is published or displayed.
4.3 Directly Sourced:
(i) may in its absolute discretion, at any time and without notice to the Sourcing Member
remove, cause to be removed or decline to display any Content on the Website(s);
(ii) may without prejudice to Directly Sourced right as set out in (i) above, require the
Content to be amended at any time if Directly Sourced considers or has reason to
believe that the Sourcing Member is in breach of the Contract or any applicable law or
regulation or where it deems in its absolute discretion the Content to be of poor quality in
terms of presentation, information provided or otherwise.
4.4 The Sourcing Member acknowledges and agrees that:
(i) it will continue to be bound by these Sourcing Member Terms and Conditions
irrespective of whether (i) the individual who has signed and/or agreed to the Sourcing
Member Terms on its behalf subsequently ceases to be employed or otherwise engaged
by the Sourcing Member or subsequently ceases to be authorised to act on behalf of the
Sourcing Member, or (ii) the whole or substantially whole of the Sourcing Member’s
assets are sold or transferred to a different legal entity;
(ii) neither Directly Sourced nor any Group Company shall be under any obligation to
monitor or censor the Content that appears on the Website(s) but Directly Sourced
reserves the right for itself (and the Group) to do so;
(iii) neither Directly Sourced nor any Group Company is responsible for any errors or
omissions in any Content;
(iv) as part of the Services the Sourcing Member may be provided with access to data
including that derived from the Content and data provided by Directly Sourced other
Sourcing Members and other third parties. Directly Sourced takes reasonable care to
ensure that such data is accurate and up to date, but makes no representation or
warranty about the accuracy or completeness of such data and the data is not intended
to be, and must not be treated by a Sourcing Member as, comprehensive but an
aggregation of the content and data available to Directly Sourced at the time of provision
and available to the Sourcing Member;
(v) technological failure may impede the provision of the Services or prevent access to
all, or any part of the Content displayed on the Website(s), or to the Upload Systems.
Directly Sourced makes no representation or warranty that the Website(s), the Services,
the Content or the Upload Systems will be accessible or available at all times, or that the
whole or any part of the Website(s), Services, the Content or Upload Systems will be
free from error. While Directly Sourced will make reasonable endeavours to notify the
Sourcing Member in advance, it may suspend temporarily or alter the operation of the
Website(s), Services or the Upload System without notice to the Sourcing Member;
(vi) it is responsible for and will pay all telecommunications and internet access charges
incurred by it when using the Website(s);
(vii) transmission of data over the internet can be subject to delays and errors and can
cause corruption of data for which neither Directly Sourced nor any Group Company
shall be responsible;
(viii) that any relationship between the Sourcing Member and an Investor Member shall
be governed by the Sourcing Member and Investor Member Terms of Business and no
other legal terms shall apply;
(ix) Directly Sourced may limit the number of photographs that may be displayed by the
Sourcing Member to 10 images per property. Photographs uploaded will be of a high
quality and the Sourcing Member will promote a professional look and feel in their
(x) in providing the Services, and in order to provide information of other Directly
Sourced products and services, Directly Sourced and the Group Companies may,
unless otherwise agreed in writing by Directly Sourced and the Sourcing Member,
contact the Sourcing Member by electronic means, including email and other electronic
media. The Sourcing Member shall maintain a valid working email address and shall
immediately notify the Company of any change of email address(es);
(xi) all intellectual property rights in the Services, technology supporting the Services
(including the Upload System) and the Website(s) vest in Directly Sourced and/or its
licensors/sub-contractors and that the Sourcing Member has no rights in, or to, such
intellectual property other than the right to use the same in accordance with the
(xii) it shall not contact or deal with Directly Sourced suppliers and/or any affiliate or
subsidiary or parent undertaking thereof in any manner whatsoever with a view to
sourcing Investor Members and/or buyers for any property which forms part of the
Content uploaded by it on to the Website(s).
(xiii) where the Sourcing Member is charging sourcing fees the Sourcing Member will act
as the Customer’s retained buyside Sourcing Member for the acquisition of Property
identified as being of interest to the Customer and as displayed on the Directly Sourced
website and, for these such services, will be paid the sourcing fee shown in the Full
Investment Details. The Sourcing Member will use all reasonable care and skill in
providing its services.
4.5 The Sourcing Member shall ensure that when possible, communications in respect
of the Content to an Investor Member are directed through the Messaging Area.
4.6 The Sourcing Member shall ensure that it uses the Sourcing Member and Investor
Member Terms of Business when dealing with Investor Members and the Sourcing
Member shall not use or agree to any other terms.
4.7 Any third party, purporting to act as agent for or on behalf of a prospective Sourcing
Member, contracting with Directly Sourced for the provision for Services warrants and
represents that it has the full and valid authority of that prospective Sourcing Member to
bind it with Directly Sourced and, to the extent that:
(i) the third party exceeds its authority, and/or
(ii) the prospective Sourcing Member refuses to pay any Fees or charges,
that third party shall be liable, on an indemnity basis, for all Fees and any other charges
4.8 The Sourcing Member shall not publish, disclose, reproduce or create any derivative
works from any information obtained pursuant to the Sourcing Members's use of the
Services unless expressly agreed in writing by Directly Sourced.
5.1 Fees (plus VAT and any other taxes or duties thereon) and any other charges due
hereunder shall be paid by the Sourcing Member in accordance with these Sourcing
Member Terms and Conditions and the Sourcing Member Commercial Terms as shown
on the Website from time to time.
5.2 Directly Sourced (or any Group Company as SIL may determine), where payment is
to be made by credit or debit card or direct debit the Sourcing Member hereby
authorises Directly Sourced (or a Group Company on its behalf) to collect, facilitated by
stripe, the payment and/or charge the relevant credit or debit card on the monthly due
date. Where a Sourcing Agent pays Directly Sourced by credit or debit card, if a credit or
debit card provided to Directly Sourced expires or is cancelled, the Sourcing Member
shall, within 1 (one) Working Day of such expiry or cancellation, provide Directly
Sourced with details of an alternative credit or debit card.
5.3 If the Sourcing Member fails to pay any amount due to Directly Sourced (or any
Group Company) by the due date for payment, then:
(ii) without prejudice to any other right or remedy available to Directly Sourced, Directly
Sourced shall be entitled to terminate the Contract or suspend provision of the Services
(in accordance with clause 8.10 or 8.12 respectively), remove any reference or prevent
access to the Content submitted to the Website(s), without notice to the Sourcing
Member and until payment of all outstanding Fees is made in full.
5.4 Directly Sourced reserves the right to charge the Sourcing Member its reasonable
administration costs in dealing with any failed payments and/or its costs in relation to
pursuing outstanding amounts (including legal fees and expenses).
5.5 Directly Sourced reserves the right to require the Sourcing Member to pay a deposit
before making the Services available to the Sourcing Member. If a deposit is required, it
shall be repaid by Directly Sourced to the Sourcing Member on termination of the
Contract, subject to Directly Sourced being permitted to offset any amounts due from the
Sourcing Member under the Contract against any such deposit repayment.
5.6 Directly Sourced reserves the right to charge a monthly administration fee of £5 plus
VAT on any account where payments are not made by credit or debit card.
5.7 Directly Sourced does not guarantee the quality or quantity of any Investor Members
who contact the Sourcing Members via the Website(s) it provides to registered Sourcing
Members. No refunds or credits will be given by Directly Sourced for failure of the
display of content on the Website(s) resulting in the sale of, or any interest in the
purchase of any properties or investment opportunities displayed by a Sourcing
5.8 Without prejudice to the generality of clause 2.5, and in addition to clauses 4.4(iii)
and 4.4(viii), Directly Sourced reserves the right to vary its Fees and any structure of
charges in place from time to time subject to providing 30 calendar days written notice to
the Sourcing Member. Any services provided after changes have taken effect will be
subject to the relevant new Fees and/or new charging structure.
6. Your Rights to Cancel During Cooling Off Period
6.1 The rights set out in this clause 6 only apply if you are a consumer (that is acting
outside of your trade, profession or business). If you are not acting as a consumer then
this clause shall have no effect.
6.2 If you are a consumer then you have a legal right to cancel your contract with
Directly Sourced under the Consumer Contracts Regulations 2013 and receive a refund.
6.3 You may cancel your contract within 14 days from the day that you register on our
website and we accept your order (“Cancellation Period”).
6.4 You may cancel your contract by doing the following:
6.4.1 Complete the online cancellation form from your dashboard;
6.4.2 Contact Directly Sourced and ask for your subscription to be cancelled.
6.5 Payments made to us before or during the cancellation period will be refunded in full,
within 14 days of your notice of cancellation. If you cancel outside of the cancellation
period no refunds will be given.
6.6 Following your initial 14 day free trial, you will automatically be billed your monthly
fee of £25 unless you cancel your membership.
7.1 All warranties, conditions, representations or other terms implied by statute or
common law in relation to the Website(s) and any Services provided to the Sourcing
Member by Directly Sourced (or any Group Companies) are excluded to the fullest
extent permitted by law.
7.2 Neither Directly Sourced nor any Group Companies shall be liable to the Sourcing
Member under, or in connection with, the Contract for any loss of business, contracts,
profits, anticipated profits, savings or data, or for damage to hardware and software, or
for any indirect, special or consequential loss or damage whatsoever.
7.3 Except as provided in clause 6.4, the total liability of Directly Sourced and the Group
to the Sourcing Member for loss or damage under or in connection with the Contract
(including any liability for negligence on the part of itself, its directors, employees, agents
or assigns) shall not exceed the aggregate amount of Fees (exclusive of VAT) paid by
the Sourcing Member in the three months immediately preceding the month in which the
Sourcing Member incurred the loss or damage occasioning such liability to Directly
Sourced or any Group Companies.
7.4 Nothing in the Contract shall exclude or limit liability for death or personal injury
resulting from the negligence of Directly Sourced or the Group or for fraud or any other
liability that cannot be excluded or limited by law.
7.5 Neither Directly Sourced nor any Group Company shall be liable for any liability
caused by the Sourcing Members breach of the Contract.
7.6 Neither Directly Sourced nor any Group Company shall be liable to the Sourcing
Member for any liability of whatsoever nature incurred as a result of the Sourcing
Member using, altering or manipulating any data provided by Directly Sourced or
changing the manner in which such data is represented.
7.7 The Sourcing Member accepts full liability for and shall indemnify Directly Sourced
(and the Group) on demand against any and all claims, losses, damages, costs and
expenses (including reasonable legal and other professional fees) incurred by Directly
Sourced (and the Group) in relation to any third party claim arising from the Content or
misuse by the Sourcing Member of the Services or as a result of any conduct of the
Sourcing Member (whether in breach of the Contract or otherwise) which results in
damage to the reputation of Directly Sourced or its Investor Members or customers
(except to the extent that the foregoing results directly from the negligence of Directly
Sourced or any Group Company). The indemnity contained in clause 6.7 is without
limitation or prejudice to any other remedy which may be available to Directly Sourced
and Directly Sourced reserves the right to choose to pursue the Sourcing Member in any
manner which it sees fit.
7.8 The Sourcing Member agrees that this clause 6 is fair and reasonable.
Directly Sourced and the Sourcing Member agree to keep any and all Confidential
Information that is obtained about the other strictly confidential. "Confidential
Information" means any information or matter concerning the business, finances,
technology or affairs of the other party which is not in the public domain (other than by
breach of this clause) but shall not include any information that either party is required to
disclose by law or which has come into the public domain other than by breach of this
clause. This clause shall survive termination of the Contract.
9. Term and Termination
9.1 This Agreement shall commence in accordance with clause 2.1 and shall continue
unless terminated in accordance with this clause 8.
9.2 Directly Sourced shall be entitled to terminate the contract by serving at least 30
calendar days written notice on the Sourcing Member at any time.
9.3 During the notice period the Sourcing Member will have full site functionality, will be
able to upload new Content, and should continue to use the Messaging Area.
9.4 Once the notice period is complete, a partial access will be provided to the Sourcing
Member where relevant, in that the Sourcing Member will be permitted to continue with
the live deals in the Messaging Area and should continue to use this. All Content and
properties previously uploaded to the Website will be removed.
9.5 Once any remaining live deals are concluded, all access will be closed.
9.6 Either party may terminate the Contract immediately upon written notice to the other
party if the other party
(i) commits any material or persistent breach of the Contract (or in the case of a
Sourcing Member, and/or the Sourcing Member Code of Conduct (and whether a breach
of the Sourcing Member Code of Conduct has occurred shall be at the absolute
discretion of Sourcing Member) and, in the case of breaches capable of remedy, that
other party fails to remedy the same within 14 calendar days of receipt of a written notice
giving particulars of the breach and requiring it to be remedied; or
(ii) has a liquidator, receiver or administrative receiver appointed to it or over any part of
its undertaking or assets or shall pass a resolution for its winding up (otherwise than for
the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the
resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction
shall make an administrative order or liquidation order or similar order, or shall enter into
any voluntary arrangement with its creditors or is unable to pay its debts as they fall due;
(iii) if the other party is subject to a Force Majeure Event that continues for longer than
9.9 Without limiting any other rights contained in these Sourcing Member Terms and
Conditions, Directly Sourced (or any Group Companies on its behalf) may immediately
terminate the Contract if the Sourcing Member commits any breach of the terms of the
9.10 Without limiting any other rights contained in these Sourcing Member Terms and
Conditions, Directly Sourced (or any Group Companies on its behalf) may immediately
terminate the Contract if any act or omission of the Sourcing Member in the reasonable
opinion of Directly Sourced, diminishes the relationship between the Sourcing Member
and Directly Sourced or any Investor Member or the reputation of Directly Sourced.
9.11 Without limiting any other rights contained in these Sourcing Member Terms and
Conditions, Directly Sourced (or any Group Companies on its behalf) may immediately
suspend provision of the Services or access to or temporarily remove any Content from
the Website(s) (or cause any of those things to occur) if the Sourcing Member breaches
any terms of the Contract.
9.12 Directly Sourced shall be entitled to notify any Investor Members or other Sourcing
Member of the termination of this Contract and any reason for termination.
10. Effect of termination
10.1 On termination of the Contract for whatever reason:
(i) all Fees and any other sums due from the Sourcing Member to Directly Sourced (or
any Group Companies) shall immediately become payable and the Sourcing Member
shall immediately pay Directly such sums in full when requested; and
(ii) the licences referred to in clause 4.4(xii) shall immediately terminate; and
(iii) the Sourcing Member shall immediately cease using the Services and permanently
delete any access passwords for the Services or the Upload Systems. Directly Sourced
may at its absolute discretion enable the Sourcing Member to have limited access to the
Website to complete any properties which are under offer with Investor Members but
have not completed.
10.2 Termination or suspension shall not affect the accrued rights or liabilities of Directly
Sourced, or any Group Companies, or the Sourcing Member, nor, in the case of
termination, any provision of the Contract which is expressed as surviving the Contract,
or which is required to survive the Contract to give effect thereto.
10.3 Any Content uploaded by the Sourcing Member to the Website prior to termination
shall, at the absolute discretion of Directly Sourced, remain on the Website. Directly
Sourced may continue communicating such Content to any of its business contacts.
11. Force majeure
Neither Directly Sourced (or any Group Companies), nor the Sourcing Member, shall be
liable for any delay or non-performance under the Contract caused by a Force Majeure
Event, provided that the party affected gives prompt notice in writing to the other party of
such event and uses reasonable endeavours to continue to perform its obligations under
12. Data Protection
12.1 The Sourcing Member, and subject to clause 11.2 Directly Sourced, shall comply
with the DPA and any subsequent legislation in relation to use of Personal Data
obtained from users of the Website(s), shall only use that Personal Data for the specific
purpose(s) it was obtained for, and shall take appropriate technical, organisational and
security measures to prevent loss or unauthorised access or use of Personal Data.
12.2 The Sourcing Member warrants and represents that, to the extent that it provides
Directly Sourced directly or indirectly with the Personal Data relating to any individual it
shall have obtained that individual's consent to (i) process, use and store that Personal
Data for the purpose of providing of the Services and (ii) transmit that Personal Data to
Directly Sourced and other third parties (including those in countries outside the
European Economic Area that do not maintain adequate data protection standards) to
process, use and store for the purpose of providing of the Services.
12.3 The Sourcing Member will provide to Directly Sourced, if requested to do so,
evidence of its compliance with the DPA.
13. Compliance with Relevant Requirements
13.1 The Sourcing Member shall:
(i) comply with the Relevant Requirements;
(ii) not engage in any activity, practice or conduct which would constitute an offence
under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had
been carried out in the UK;
(iii) have and shall maintain in place throughout the term of the Contract its own policies
and procedures, including but not limited to adequate procedures under the Bribery Act
2010, to ensure compliance with the Relevant Requirements and clause (ii), and will
enforce them where appropriate;
(iv) promptly report to Directly Sourced any request or demand for any undue financial or
other advantage of any kind received by the Sourcing Member in connection with the
performance of the Contract;
(v) immediately notify Directly Sourced (in writing) if a foreign public official becomes an
officer or employee of the Sourcing Member and the Sourcing Member warrants that it
has no foreign public officials as officers or employees at the date of the Contract;
(vi) on Directly Sourced request, certify to Directly Sourced in writing signed by an
officer of the Sourcing Member, compliance with this clause 12 by the Sourcing Member.
The Sourcing Member shall provide such supporting evidence of compliance as Directly
Sourced may reasonably request.
13.2 Breach of this clause 12 shall be deemed a material breach.
13.3 For the purpose of this clause 12, the meaning of adequate procedures and foreign
public official and whether a person is associated with another person shall be
determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance
issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of
that Act respectively.
14.1 At any time during the term of this agreement, or up to the expiration of two years
from the date of termination of this agreement, it is expressly agreed that the identities of
any Investor Members, or their investment companies or their related parties, whose
identities are made available to the Sourcing Member via Directly Sourced shall
constitute Confidential Information and the Sourcing Member or any group company or
associated entity or individual shall not (without the prior written consent of, or having
entered into a commission agreement with Directly Sourced):
(i) seek to by-pass, compete with, avoid or circumvent Directly Sourced from any
business transaction or business opportunity by utilising any Confidential Information or
by otherwise exploiting or deriving any benefit from the Confidential Information.
15.1 Nothing in these Sourcing Member Terms and Conditions shall be deemed to
create an exclusive arrangement between the Sourcing Member and Directly Sourced
(or any Group Companies) nor any agency, partnership or joint venture between the
parties. The Sourcing Member acknowledges that the Website, by its nature, is a multi-
sourcer platform and that the Sourcing Member is not an exclusive Sourcer to Directly
15.2 The Sourcing Member may not assign, transfer or dispose of the benefit or burden
of the Contract without the prior written consent of Directly Sourced.
15.3 If any provision of the Contract shall be held to be illegal, void, invalid or
unenforceable the legality, validity and enforceability of the remainder of the Contract
shall not be affected.
15.4 No failure or delay by Directly Sourced (or any Group Company on its behalf) or the
Sourcing Member in exercising any of its rights or remedies under the Contract shall
operate as a waiver of those rights or remedies. No waiver of any breach of the Contract
shall be effective unless in writing and shall apply only in relation to the matter in respect
of which it was specifically given. No waiver of any breach of the Contract shall be
deemed to be a waiver of any subsequent or other breach of the Contract.
15.5 Any notice required or permitted to be given by either party to the other under the
Contract shall be in writing and addressed to that other party at its registered office, or
principal place of business or sent to the email address set out on the Registration Form.
Any notice or document shall be deemed to have been served (i) if delivered, at the time
of delivery, (ii) if posted, two Working Days after it was put into the post, or (iii) if sent by
e-mail at the time of despatch. In proving service of a notice or document it shall be
sufficient to prove that delivery was made or that the envelope containing the notice or
document was properly addressed and posted as a prepaid first-class letter or that the
facsimile or e-mail message was properly addressed and despatched as the case may
15.6 No person other than the parties to the Contract and members of Directly Sourced
and associated Groups have any rights under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of the Contract. This does not affect any right or remedy of any
third party that exists or is available apart from that Act.
15.7 The Contract shall be governed by and construed in accordance with English law
and Directly Sourced and the Sourcing Member submit to the exclusive jurisdiction of
the English courts.