TERMS OF BUSINESS

Property Finance Finder (referred to herein as “PFF”)

Version 1.05


HEADLINES:

We do not allow your data to be seen or used by third parties

You are not tied to us so you can search the whole market in whatever way you prefer.

We will receive a commission from the lender who successfully completes your transaction

OUR STATUS AS INTRODUCERS:

PFF connects companies, businesses and individuals with sources of unregulated financial services products. PFF will act as an introducer; we are not restricted by a panel or by any affiliation; we are not regulated by the Financial Conduct Authority and we are not authorised to hold client money; we act on your behalf by providing access to a panel of options from which you then select the options you want to apply to.

1.0 PFF’S APPOINTMENT

PFF’s appointment pursuant to this Agreement comes into effect from the date you accept these terms and conditions (“the Commencement Date”). Throughout the term of this Agreement (the "Agreed Period"), we shall be your agent in the provision of the services or any services the same as or similar to the Services outlined. During the Agreed Period.

2.0 OUR FIRM (referred to as "we" or "us" in this document)

PFF is a trading style of Ranos 1 Ltd company number SC432114 who has its trading address at 83 Princes Street, Edinburgh EH2 2ER and place of business being 49 Northumberland Street, Edinburgh, EH3 6JJ. Our telephone number is 0131 564 0173. Managing Director is Jamie Davidson. Email address for general correspondence is contact@propertyfinancefinder.co.uk.

3.0 OUR SERVICES TO YOU

PFF offers access to lenders based solely on the information provided by you, and as we are not tied to any one provider we are able to survey the whole market in order to find the most suitable product for you and can connect you with the various lenders and providers. We do not make recommendations; you are in control and decide which lenders you apply to.

You confirm that so far as you are aware (i) you have the right to supply all information supplied by you to us; and (ii) that the supply of such information by you and its receipt and use by us for the purpose of this Agreement, will not infringe any rights held by any third party, involve the unauthorised use of confidential information or result in a breach of any applicable regulations, fiduciary duty owed to any third party, intellectual property rights or agreement. We shall not be responsible for any loss or damage to you or any third party resulting from inadequate, incomplete or erroneous information supplied by you or on your behalf.

You acknowledge that we will rely on the commercial assessment of the benefits and risks associated with your business and you will be responsible for that assessment accordingly. We shall be entitled to use and rely on (i) any information provided to us for the purposes of fulfilling our responsibilities in providing the Services together with (ii) other information we obtain from public and other sources we deem appropriate (the "Information"). We shall (i) assume that such Information is complete, true, fair, accurate and not misleading (including by omission), (ii) assume that expressions of opinion are honestly held and (iii) not be under any duty to verify the accuracy and completeness of such Information. PFF does not assume responsibility for the accuracy or completeness of the Information. In particular, you confirm that any financial projections delivered to PFF have been or will be reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the future financial results and conditions of the relevant entity and its affiliates.

We will advise you in what we consider to be your best interests, in the light of circumstances prevailing at the time we give our advice, which may mean that our advice may be subject to change. We do not expressly or by implication warrant or represent that it is or will be possible for the proposed funding to proceed. Should you wish to proceed against our advice in a manner which we do not consider, acting reasonably, to be in your best interests (having regard to all relevant circumstances then prevailing), then we may seek to discuss and re-negotiate the terms of this Agreement to protect our position (which may involve an increase in our fee level) subject to your agreement. We reserve the right to terminate this Agreement, by notice in writing, should we be unable to agree suitable terms following such discussions.

4.0 HOW WE ACT FOR YOU

We prefer our clients to give instructions in writing to minimise the possibility of disputes arising. Any advice we give you will normally be in writing, but if given orally will be recorded on your file. We will endeavor to operate in a professional and transparent manner throughout the provision of the Services. We suggest for consistency, that all documentation, figures and data be passed to us in the first instance so it can be prepared for the lender.

You acknowledge and agree that we are acting solely as an introducer of new finance to you pursuant to a contractual relationship on an arm’s length basis and in no event do the we intend that, or does anything in this Agreement or in the nature of Services to be provided deem that, we act or will be responsible as a fiduciary to you, your management, shareholders, creditors or any other person. You expressly disclaim any fiduciary relationship and agree that you are responsible for making your own independent judgment with respect to any matter regarding this Agreement. We will not act as your agent and will not hold ourselves out as your agent in connection with this Agreement.

5.0 CONFLICT OF INTEREST

Occasions can arise where we, or one of our other customers, will have some form of interest in business which we are transacting for you. If this happens, or we become aware that our interests, or those of one of our other customers, conflict with your interests, we will promptly inform you and the other party and appropriate safeguards will be agreed and put in place. If it is not possible to put appropriate safeguards in place, either party may, by notice in writing, terminate this Agreement with immediate effect. By entering into this Agreement you confirm your understanding of the role that PFF is undertaking and you consider that, as at the Commencement Date, to the best of your knowledge information and belief there are no conflicts of interest or independence in relation to that role. You further confirm that you will notify us promptly if you become aware of any such conflict during the period of this Agreement.

6.0 RISK

All financial deposits, debts and facilities can carry a degree of financial risk which will tend to increase in proportion to the size and complexity of the transaction. Risk can be attributed to the source of the product, the covenants pertaining to the product or the security obligations undertaken. Before entering into any agreement, you must ensure that you understand the risk associated with the product and are content to accept that level of risk. Although we endeavour to mitigate risk wherever possible on your behalf we accept no liability for any risk or representations associated with the products that you enter into. Whenever accepting the terms for a new financial product, facility, instrument or any other form of contract we recommend you formally engage legal representation.

For the avoidance of doubt, although you may wish us to comment on the commercial aspects of legal documents that may be drawn up by lawyers in connection with any financial product, facility, instrument or other contract, we will not be involved in drafting and/or preparing them as this is within the realm of the professional business of lawyers. Further, whilst every care will be taken in the advice we give in relation to any information contained in such documents, such advice and/or comment should not be taken as settling the documents, which will have been drafted by your lawyers. Accordingly, we cannot accept any liability or responsibility for any loss or damage suffered as a result of any defect in such documents arising from their drafting, preparation, completion or the mechanics of putting them into effect.

7.0 WE DO NOT HANDLE CLIENT MONIES

Crossed cheques for premiums, interest payments, amortisation of facilities, deposits or fees can only be made payable directly to the product provider. No monies of this type should be paid or made payable to anyone else. You should therefore decline to give any money to, or write cheques payable to Property Finance Finder for this purpose. Any cheques, transfers or payments made directly to PFF will only be accepted in respect of an invoice for services that has been issued.

8.0 PAYMENT FOR OUR SERVICES

In the event that your funding requirement is fulfilled through PFF we may receive a commission from the lender for introducing you to them.

9.0: DATA PROTECTION & RECORDS

We collect your personal and business data during our fact-find into your circumstances. With your consent we may collect your data from financial Institutions with whom you currently have contracts. We may obtain data from credit reference agencies but will only secure personal credit reference data with your consent. You confirm that you will comply with any obligations that you may have under the Data Protection Act 1998 (“DPA”) when providing us with this personal information. All such personal information will be held and processed strictly in accordance with the provisions of the DPA and will be only be used to provide professional services agreed under this Agreement and for related purposes. We will not, without consent, transfer such personal information to any third party except where such transfer is a necessary part of the services provided or where we are required to do so by operation of law. All individuals have a right under the DPA to obtain details of information held on them. Our DPA license number is XA051536. If you, your partners, your Group, your trustees, your clients or customers and your or their employees, agents or contractors wish to exercise this right please contact Ms Lisa Pandolfi on 0131 564 0173.

10.0 CONFIDENTIALITY

We will, at all times, treat your files and papers (and any other sensitive information provided by you) as confidential. We shall take appropriate steps to maintain such confidentiality and will only disclose information as authorised or instructed by you (or as required by law or any authorised or regulatory body). Our obligations in this paragraph may be supplemented or varied by the terms of any written agreement between you and us with regard to confidential information provided by you to us in the course of this Agreement and any such written agreement shall prevail to the extent of any inconsistency. We may also hold the confidential information of other clients or third parties. You agree that we are not obliged to disclose such confidential information to you or make use of it for your benefit even if it is relevant to the work we are undertaking for you. You agree that any advice (written or oral) or work produced in connection with this Agreement by PFF is for your benefit only and may not be used or relied upon by any third party other than with the written consent of PFF. The details of this Agreement may not be disclosed to any third party without the prior written consent of PFF save for any disclosure to your professional advisers or potential funders where necessary for the proper performance by them of services related to any transaction arising from the provision of the Services. You shall ensure that any third party to whom any disclosure of our work or the details of this Agreement is made shall undertake to observe the same obligations of confidentiality and non-disclosure as though a party to this Agreement.

11.0 COMPLIANCE

We draw your attention to the provisions of the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007 (and any successor or supplementary or related legislation). Under this legislation, we are subject to a number of legal obligations relating to the prevention of money laundering and failure to comply with such legislation would result in our committing a criminal offence. Accordingly, you hereby agree to provide information required by us to enable us to identify you for the purpose of this legislation. You further acknowledge that, under such legislation, we may be required (without giving any reason therefore to you) to cease acting for you, on a temporary or permanent basis, and/or (without your knowledge) disclose information relating to you and your business to the relevant authorities and you hereby consent to us so ceasing to act or disclosing as required by the legislation. Under the Finance Act 2004 (and any successor or supplementary or related legislation and regulations) we are subject to a number of legal obligations relating to the disclosure of certain arrangements and proposals which result or which would, if implemented, result in a person or persons obtaining a tax advantage. Failure to comply with such legislation would result in our incurring penalties and, accordingly, you hereby acknowledge that under such legislation we may be required to disclose (without your knowledge) information relating to you and your business (and any such arrangements or proposals) to the relevant authorities and you hereby consent to us making such disclosures as required by the legislation. We are not, however, required under this legislation to disclose any information with respect to which a claim to legal professional privilege or confidentiality of communications could be maintained in legal proceedings unless you specifically consent to waive such legal professional privilege or right to confidentiality. In the absence of such a waiver from you the burden of disclosing the relevant arrangements and proposals within the specified time periods will fall on you and failure by you to make such disclosure may result in you incurring penalties and interest under the relevant legislation. We do not, however, advise on such arrangements or proposals and in such circumstances you should seek to involve independent tax advisers and they would advise you on any disclosure obligations you may have under the relevant legislation. If and to the extent that we are obliged by any law or any authorised or regulatory body, whether in the UK, the EU or otherwise, to disclose information (with or without your knowledge) relating to you and/or your business to the relevant authorities you hereby consent to us making such disclosures as required and acknowledge that we shall not be liable for any loss or damage suffered or incurred by any person as a result of us making any such disclosure. If we are providing Services to a listed company please note that we will maintain insider lists as required by the Market Abuse Directive. You have complied and agree that you will comply, and you will procure that each of your subsidiary undertakings and each of your and their directors, officers, employees and agents will comply and confirm that each of them has complied with all applicable regulations in connection with this Agreement. You agree that you will procure, so far as you are able, that your affiliates and their directors, officers, employees and agents will comply with all applicable regulations in connection with this Agreement.

12.0 NON-CIRCUMVENTION

During the process of fundraising we will introduce you to providers (defined as all types of financial services product providers or operators currently providing financial services) who may be unknown to you prior to using PFF. In the event you use PFF to source a lender and then apply directly to that lender we will receive a commission. We track the time and date of your application and on a monthly basis reconcile this with our lenders. We also track IP addresses and act swiftly to block misuse of PFF.

13.0 REASONABLE ENDEAVOURS

Once you have signed this LOE we will act on your behalf to deliver what has been stated herein. The service we aim to deliver is to procure the lending product you have requested. For a reasonable period (a reasonable period being defined as not less than eight months) from the Commencement Date you will use reasonable endeavours to conclude the drawdown the funding made available to you.

14.0 LIMITATION OF LIABILITY

In no circumstance shall we be liable for any loss of profit, loss of business opportunity, loss of goodwill, any loss that is not reasonably foreseeable or any other special loss. Notwithstanding any other provision of this Agreement, no provision in this Agreement purports to exclude or limit liability for death or personal injury, any other liability which cannot lawfully be excluded or limited or liability arising as a result of fraud on our part. Our total liability of whatever nature, whether in contract, delict (including, without limitation, negligence) under statute or otherwise in connection with this Agreement to you and to all other persons who are able to rely on our work (you and they each being a "Beneficiary" and together the "Beneficiaries"), for any and all losses arising from or in connection with this Agreement shall be zero. Where there is more than one Beneficiary of our Services, the limitation in the previous paragraph on our total liability to all Beneficiaries shall be apportioned amongst them as agreed between the Beneficiaries. No Beneficiary shall dispute or challenge the validity, operation or enforceability of this clause on the grounds that no such apportionment has been agreed or on the grounds that the agreed share of the limitation amount apportioned to any Beneficiary is unreasonably low. Our liability in connection with our Services to you and any Beneficiary shall not be increased as a result of any limitations on liability that a Beneficiary may have agreed with any other advisers. We shall not be liable for any loss or damage which you suffer or incur to the extent that such loss or damage arises out of you requesting us to cease to act for you prior to the relevant work being completed nor shall we be liable for any such loss or damage caused as a result of our requiring to comply with any applicable law or regulation. Where any provision in documentation that we have provided and/or advised you upon, has a time limit, expiry date or similar, then unless we shall have expressly agreed otherwise with you in writing, we shall not be responsible for notifying you as to when your ability to enforce and/or make any claim under, or otherwise give effect to, any such provision is to expire and/or lapse. You agree that it shall be your sole responsibility to diarise and monitor any such relevant dates.

By creating an account with PFF you agree that any claim of any sort whatsoever arising out of or in connection with this Agreement shall be brought only against PFF and that no claims in respect of this Agreement will be brought personally against any member of staff or any other persons involved in performance of the Services, whether actual or deemed employees or agents of PFF or not. Subject always to the aggregate limit of liability specified herein, the liability of PFF to any Beneficiary in connection with this Agreement shall be limited to the proportion which may justify and equitably be attributed to PFF, after taking into account contributory negligence (if any) of the Beneficiaries.

15.0 MARKETING / PUBLICITY

There may be occasions where we would like to make it known that we act or have acted for you in a particular market place. However, for the avoidance of doubt we will not provide any confidential information about your business or any particular transaction. By signing this Agreement you agree to this.

16.0 OWNERSHIP OF BOOKS AND PAPERS

All documents in whatever form, paper, electronic or otherwise such as (for example, but without being an exhaustive list) working papers, letters (including without limitation e-mails), memoranda, file notes of meetings and telephone calls, draft computations and returns etc. and copies of other original documents which we create or which we receive either as principal or in our own right or as agent for you belong to PFF. For the avoidance of doubt, we do not assert such ownership rights to documents such as, for example, title documents, original invoices and other original primary accounting records, tax deduction certificates etc. belonging to you, but we may retain possession of them by exercising a lien.

17.0 ENTIRE AGREEMENT

This Agreement sets out the entire terms agreed between us relating to PFF’s engagement and the provision of the Services by PFF and supersedes all previous representations, warranties, agreements/contracts, and terms (whether in writing or not) previously made between us. Any amendments, additions or alterations to this Agreement shall not be effective unless in writing and signed by a duly authorised representative of each of us.

18.0 COMPLAINTS

If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the services you are receiving, please contact Ms. Lisa Pandolfi of PFF on 0131 564 0173. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we have given you a less than satisfactory service, we undertake to do everything reasonable to put it right.

19.0 FORCE MAJEURE

No party to this Agreement shall be held in any way responsible for any failure to fulfil its obligations under this Agreement if such failure has been caused (directly or indirectly) by circumstances beyond the control of the defaulting party. This shall include war, riot, acts of terrorism, industrial action, accident or equipment failure (except where such accident or equipment failure has been caused by the negligence of the defaulting party, its employees, sub-licensees, subcontractors, and agencies or otherwise).

20.0 SEVERANCE AND WAIVER

The various paragraphs and sub-paragraphs of this Agreement are severable and if any paragraph or identifiable part of any paragraph is held to be unenforceable by any court of competent jurisdiction then such unenforceability shall not affect the enforceability of the remaining paragraphs or identifiable part of any paragraph in this Agreement. Any waiver of our rights under this Agreement shall only be effective in writing and failure or delay in the exercise of our rights shall not be deemed to constitute a waiver.

21.0 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law of Scotland and you hereby agree with us to submit for all purposes in connection with this engagement to the exclusive jurisdiction of the Scottish courts.