Your Referrer Agreement

THIS AGREEMENT is made between:

(1) TRANSFORMING EVERYDAY DECISIONS LIMITED, a company registered in England and Wales under company number 16649859, whose registered office is at 3rd Floor, 45 Albemarle Street, London, W1S 4JL, trading as "PurchaseSecured" ("we", "us", "our", or the "Company"); and

(2) THE REFERRER — the individual or entity whose name and details are recorded at the point of acceptance of this Agreement ("you", "your", or the "Referrer").

Each a "Party" and together the "Parties".

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BACKGROUND

(A) The Company operates an online platform and related services facilitating buyer reservation agreements, fast-completion services and related property services (the "Services").

(B) The Referrer wishes to introduce potential customers to the Company in return for commission on the terms set out in this Agreement.

(C) The Referrer is an independent introducer only. The Referrer is not appointed as an agent, employee, partner, or representative of the Company, and has no authority to negotiate, conclude, or bind the Company to any contract, or to give advice on the Company's behalf.

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1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following definitions apply:

"Applicable Requirements" means all applicable laws, statutes, regulations, regulatory policies, codes of practice and guidance in force from time to time in England and Wales, including without limitation the Bribery Act 2010, the Data Protection Laws, the Consumer Protection from Unfair Trading Regulations 2008, the Digital Markets, Competition and Consumers Act 2024, the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the "CAP Code"), the Privacy and Electronic Communications Regulations 2003 ("PECR"), the Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, the Modern Slavery Act 2015, and applicable financial-services legislation including the Financial Services and Markets Act 2000 ("FSMA").

"Client" means a person introduced by the Referrer to the Company in accordance with this Agreement.

"Commission" means the fee payable to the Referrer in respect of a Successful Introduction, as set out in Schedule 1.

"Confidential Information" means all information of a confidential nature disclosed (whether in writing, orally or by any other means) by one Party to the other, including business, financial, technical, operational, commercial, customer and personal data, and the terms of this Agreement.

"Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, PECR, and all other applicable laws relating to the processing of personal data and privacy, as amended or replaced from time to time; and "UK GDPR", "controller", "processor", "data subject", "personal data", "processing" and "personal data breach" each have the meaning given in the Data Protection Laws.

"Introduction" means the Referrer, using a Tracking Link or an attribution method expressly approved by the Company in writing, first causing a person who is not already known to, registered with, or in active discussion with the Company to be recorded by the Company's systems as having been referred by the Referrer.

"Marketing Materials" means any promotional, advertising or descriptive materials, creatives, links, badges, images, copy, or scripts relating to the Company or the Services.

"Successful Introduction" means an Introduction that results in the Client entering into a binding contract for the Services with the Company and the Company receiving cleared payment of the associated fee, such that the trigger for Commission set out in Schedule 1 is satisfied, and which is not subsequently cancelled, refunded, charged back, reversed or unwound.

"Term" has the meaning given in clause 14.

"Tracking Link" means the unique referral link, code or identifier allocated to the Referrer by the Company for the purpose of attributing Introductions.

1.2 Clause, schedule and paragraph headings do not affect interpretation. A reference to legislation is a reference to it as amended, extended or re-enacted from time to time. Words in the singular include the plural and vice versa. "including", "include" and "in particular" are without limitation. "writing" includes email.

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2. APPOINTMENT AND SCOPE

2.1 The Company appoints the Referrer as a non-exclusive introducer to introduce potential Clients to the Company, and the Referrer accepts that appointment, on the terms of this Agreement.

2.2 The appointment is non-exclusive. The Company may appoint other introducers, market and sell the Services itself, and deal directly with any person (including persons the Referrer has introduced or may seek to introduce), without restriction and without any obligation to the Referrer save for Commission properly due on a Successful Introduction.

2.3 This Agreement does not grant the Referrer any territory, exclusivity, minimum volume, or guarantee of any Introduction, Client, Commission or income of any kind.

2.4 The Referrer's role is limited to making Introductions. The Referrer shall not, and has no authority to:

(a) negotiate, agree, vary, conclude or sign any contract on behalf of the Company;

(b) make any representation, warranty, promise or commitment on behalf of the Company;

(c) hold itself out as an agent, employee, partner, or representative of the Company, or use any title implying the same;

(d) receive money on the Company's behalf; or

(e) give any advice (including financial, mortgage, insurance, legal, tax, investment or property advice) on behalf of the Company or in a manner that could be attributed to the Company.

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3. STATUS OF THE PARTIES

3.1 Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties. The Referrer is an independent contractor.

3.2 The Referrer is solely responsible for its own income tax, National Insurance contributions, VAT (if applicable) and all other taxes, liabilities and obligations arising from or in connection with this Agreement and its activities, and shall indemnify the Company against any claim, assessment or liability the Company suffers arising from the Referrer's failure to account for the same.

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4. WHAT COUNTS AS AN INTRODUCTION AND A SUCCESSFUL INTRODUCTION

4.1 An Introduction is validly made only where the person is recorded by the Company's systems as attributed to the Referrer through the Referrer's Tracking Link or another attribution method the Company has approved in writing in advance. Introductions communicated by any other means (including verbally, by email, or by naming a person) are not recognised unless the Company confirms acceptance in writing.

4.2 A person is not capable of being an Introduction by the Referrer if, at the time of the purported Introduction, that person is already: (a) a customer of the Company; (b) registered with the Company; (c) in active discussion with the Company; or (d) already attributed to another introducer or to the Company's own marketing.

4.3 Where two or more introducers purport to introduce the same person, attribution is determined by the Company's records on a first-valid-attribution basis, and the Company's determination is final.

4.4 The Company may, acting reasonably, treat an attribution as lapsed and available to others if no Successful Introduction results within 30 days of the Introduction.

4.5 Commission is payable only on a Successful Introduction and on nothing else. No Commission is payable on an Introduction that does not become a Successful Introduction.

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5. COMMISSION, INVOICING AND PAYMENT

5.1 Subject to this Agreement, the Company shall pay the Referrer the Commission set out in Schedule 1 in respect of each Successful Introduction.

5.2 Commission accrues only once all conditions for a Successful Introduction in Schedule 1 are met, and is payable in accordance with the payment timing set out there.

5.3 Unless stated otherwise in Schedule 1, all Commission is stated inclusive of any applicable VAT or similar tax. Where the Referrer is VAT-registered and Commission is properly subject to VAT, the Referrer shall provide a valid VAT invoice before payment, and the Company shall pay the VAT against such invoice.

5.4 The Company may set off against any Commission any amount the Referrer owes the Company, including any clawback under clause 6.

5.5 The Company shall provide the Referrer with reasonable information (through the Referrer's dashboard or on request) to enable the Referrer to verify Commission due. Any query on a Commission statement must be raised within 30 days, failing which the statement is treated as accepted.

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6. CLAWBACK AND ADJUSTMENT

6.1 If, after Commission has been paid or has accrued, the underlying transaction is cancelled, refunded, charged back, reversed, rescinded, unwound, or found to have been procured by fraud, misrepresentation or breach of this Agreement, then the relevant Introduction ceases to be a Successful Introduction and:

(a) any Commission paid in respect of it shall be immediately repayable by the Referrer to the Company on demand; and/or

(b) the Company may set off the amount against future Commission or recover it as a debt.

6.2 Clause 6.1 also applies where the Company is required to repay, refund or forgo any fee on which the Commission was calculated.

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7. REFERRER OBLIGATIONS AND CONDUCT

7.1 The Referrer shall at all times:

(a) act honestly, lawfully, and in good faith, and in a manner that protects the Company's reputation;

(b) comply with all Applicable Requirements in carrying out its activities under this Agreement;

(c) make only accurate, truthful and non-misleading statements about the Company and the Services, and not exaggerate, guarantee outcomes, or misdescribe the Services;

(d) use only Marketing Materials and messaging expressly approved by the Company in writing, and not alter approved Marketing Materials without approval;

(e) clearly and honestly disclose, where required by the CAP Code or other Applicable Requirements, that the Referrer may receive a commission or benefit for the Introduction;

(f) not send unsolicited communications (spam) or otherwise breach PECR, and comply with all applicable direct-marketing and electronic-communications rules;

(g) not use the Company's name, brand or Services in connection with any content that is unlawful, misleading, defamatory, obscene, discriminatory, or that could bring the Company into disrepute;

(h) not make any payment, offer, or inducement, or engage in any conduct, that could constitute bribery, a facilitation payment, or an offence under the Bribery Act 2010;

(i) not engage in, or facilitate, money laundering, terrorist financing, or any breach of sanctions;

(j) not target, solicit, or knowingly accept the personal data of, any person under the age of 18 or any vulnerable person in a way that is unlawful or unfair; and

(k) provide the Company with such information and cooperation as it reasonably requires to verify the Referrer's compliance with this clause 7.

7.2 The Referrer shall not, at any time, do anything that requires authorisation, licence, or registration under FSMA or with the Financial Conduct Authority, and shall not give, or hold itself out as able to give, regulated financial, mortgage, insurance, or investment advice. Introductions must be limited to making a person aware of the Company and directing them to the Company; the Referrer must not advise on the merits of any regulated product.

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8. ANTI-BRIBERY AND ANTI-CORRUPTION

8.1 The Referrer shall: (a) comply with all Applicable Requirements relating to anti-bribery and anti-corruption, including the Bribery Act 2010; (b) 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; and (c) maintain in place throughout the Term its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance, and enforce them where appropriate.

8.2 Breach of this clause 8 is a material breach entitling the Company to terminate this Agreement immediately under clause 14.

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9. DATA PROTECTION

9.1 Each Party shall comply with the Data Protection Laws in respect of any personal data it processes in connection with this Agreement.

9.2 The Parties acknowledge that, in respect of the personal data of persons the Referrer introduces, each Party generally acts as an independent controller (and not as processor for the other), and each is responsible for its own compliance, including having a lawful basis to process and, where required, to share personal data, and providing appropriate privacy information to data subjects.

9.3 The Referrer warrants that any personal data it collects, holds, shares with, or transfers to the Company has been obtained lawfully, fairly and transparently, with all necessary lawful bases and, where required, consents in place (including for direct marketing under PECR), and that the Referrer is entitled to share it with the Company for the purposes of this Agreement.

9.4 The Referrer shall not provide the Company with any personal data obtained in breach of the Data Protection Laws, and shall indemnify the Company against any loss, fine, or claim arising from the Referrer's breach of this clause 9.

9.5 Each Party shall notify the other without undue delay on becoming aware of any personal data breach relevant to this Agreement and cooperate reasonably in relation to it.

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10. CONFIDENTIALITY

10.1 Each Party shall keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and not disclose it except to those of its personnel or advisers who need to know it and who are bound by equivalent obligations.

10.2 This clause does not apply to information that is or becomes public through no breach, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law or a regulator.

10.3 This clause survives termination.

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11. INTELLECTUAL PROPERTY AND BRAND

11.1 All intellectual property rights in the Company, the Services, and the Marketing Materials remain the sole property of the Company (or its licensors).

11.2 The Company grants the Referrer a limited, non-exclusive, non-transferable, revocable licence, for the Term only, to use the approved Marketing Materials and the Company's name and brand solely for the purpose of making Introductions and strictly in accordance with the Company's brand guidelines and written instructions.

11.3 The Referrer shall not: register or use any domain name, trade mark, social media handle, or business name incorporating or confusingly similar to the Company's name or brand; misuse the brand; or use it in any way not expressly permitted. The licence terminates automatically on termination of this Agreement, and the Referrer shall immediately cease all use of the Company's name, brand and Marketing Materials.

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12. WARRANTIES AND INDEMNITY

12.1 The Referrer warrants and undertakes that: (a) it has full power and authority to enter into and perform this Agreement; (b) it will comply with this Agreement and all Applicable Requirements; and (c) all information it provides to the Company is accurate and not misleading.

12.2 The Referrer shall indemnify and keep indemnified the Company against all losses, liabilities, damages, costs (including reasonable legal costs), claims, fines and expenses suffered or incurred by the Company arising out of or in connection with: (a) any breach by the Referrer of this Agreement (including clauses 7, 8, 9 and 11); (b) any negligent, fraudulent, unlawful or unauthorised act or omission of the Referrer; (c) any misrepresentation, unauthorised statement, or misleading claim made by the Referrer; and (d) any claim by a third party (including a data subject, Client, or regulator) arising from the Referrer's acts or omissions.

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13. LIABILITY

13.1 Nothing in this Agreement limits or excludes either Party's liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any liability that cannot lawfully be limited or excluded.

13.2 Subject to clause 13.1, the Company shall not be liable to the Referrer for any loss of profit, loss of business, loss of anticipated income or commission, loss of opportunity, or any indirect or consequential loss.

13.3 Subject to clauses 13.1 and 13.2, the Company's total aggregate liability arising under or in connection with this Agreement (whether in contract, tort, including negligence, or otherwise) shall not exceed the total Commission paid to the Referrer in the 12 months preceding the claim.

13.4 The indemnity given by the Referrer under clause 12.2 is not subject to the cap in clause 13.3.

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14. TERM AND TERMINATION

14.1 This Agreement begins on the date the Referrer accepts it (recorded in accordance with clause 20) and continues until terminated in accordance with this clause (the "Term").

14.2 Either Party may terminate this Agreement for convenience at any time by giving the other 30 days' written notice.

14.3 The Company may terminate this Agreement, or suspend the Referrer's Tracking Link and access, immediately on written notice if the Referrer: (a) commits a material breach of this Agreement (a breach of clauses 7, 8, 9 or 11 being deemed material) which, if capable of remedy, is not remedied within 14 days of notice; (b) does anything that in the Company's reasonable opinion damages or is likely to damage the Company's reputation; (c) becomes insolvent, enters any insolvency process, or ceases or threatens to cease to carry on business; or (d) breaches, or causes the Company to be at risk of breaching, any Applicable Requirement.

14.4 The Company may suspend the Referrer's account and withhold Commission pending investigation where it reasonably suspects fraud, breach, or unlawful conduct by the Referrer.

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15. CONSEQUENCES OF TERMINATION

15.1 On termination: (a) the licence in clause 11 ends and the Referrer shall immediately cease using the Company's name, brand and Marketing Materials; (b) the Referrer shall stop making Introductions; and (c) each Party shall return or destroy the other's Confidential Information on request.

15.2 Subject to clause 6 (clawback) and provided this Agreement was not terminated for the Referrer's material breach or fraud, the Referrer remains entitled to Commission on a Successful Introduction where the Introduction was validly made and attributed before the date of termination and becomes a Successful Introduction within 90 days after termination. No Commission is payable on any Introduction made after termination.

15.3 Clauses which by their nature should survive termination (including 3.2, 6, 10, 11.3, 12, 13, 15, 16, 17 and 18) survive.

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16. NON-CIRCUMVENTION AND NON-SOLICITATION

16.1 During the Term and for 12 months afterwards, the Referrer shall not, directly or indirectly, solicit or entice away from the Company any Client, customer, agent, introducer, or supplier of the Company with whom the Referrer had contact through this Agreement, or seek to circumvent the Company to deal directly with such a person in a manner that deprives the Company of business or Commission attribution.

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17. GENERAL

17.1 Entire agreement. This Agreement (including its Schedules and the Company's brand guidelines and Marketing Material approvals referenced in it) constitutes the entire agreement between the Parties and supersedes all prior arrangements. Each Party acknowledges it has not relied on any statement or representation not set out in this Agreement (save that nothing limits liability for fraud).

17.2 Variation. The Company may amend this Agreement and/or Schedule 1 from time to time. Any material change will be notified to the Referrer, and the Referrer's continued participation and/or acceptance of the updated version constitutes acceptance. The version accepted by the Referrer (recorded under clause 20) governs Introductions made while it was in force.

17.3 Assignment. The Referrer shall not assign, transfer, subcontract or otherwise deal with its rights or obligations without the Company's prior written consent. The Company may assign or transfer its rights and obligations.

17.4 Waiver. No failure or delay in exercising a right is a waiver of it.

17.5 Severance. If any provision is or becomes invalid or unenforceable, it shall be modified to the minimum extent necessary; if it cannot be modified, it is deemed deleted, and the remainder is unaffected.

17.6 No third-party rights. A person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

17.7 Notices. Notices must be in writing and sent to the email or address notified by each Party.

17.8 Force majeure. Neither Party is liable for failure or delay caused by events beyond its reasonable control.

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18. GOVERNING LAW AND JURISDICTION

18.1 This Agreement and any dispute or claim (including non-contractual disputes) arising out of or in connection with it are governed by and construed in accordance with the law of England and Wales.

18.2 The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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SCHEDULE 1 — COMMISSION

1. Commission amount / rate: up to £2,250 per fully-activated agent, paid in stages against defined activation milestones, as set out in the Company's published referrer rates from time to time, which may differ by partner type or product as set out in the Company's published rates from time to time.

2. Trigger (when Commission accrues): on a Successful Introduction, i.e. when the introduced agent completes activation on the platform and the associated milestone conditions are met.

3. Payment timing: Commission is paid monthly in arrears, subject to clause 6 (clawback) and any minimum payout threshold of £50.

4. VAT: as per clause 5.3.

5. Attribution window: 30 days (clause 4.4).

6. Pipeline window after termination: 30 days (clause 15.2).

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ACCEPTANCE

By ticking the acceptance box and typing your full name at the point of acceptance, you confirm that: you have read and understood this Agreement; you agree to be legally bound by it; and, where you accept on behalf of an entity, you have authority to bind that entity. Your name, the version of this Agreement, the date and time, and your IP address will be recorded as evidence of your acceptance.

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