Exclusive Finance & Mortgage Sponsorship Agreement

In this Agreement, unless the context otherwise requires:

"Term" means the period from the Start Date to the End Date as specified in Clause 2.

"Placement" means any promotional position on TLA platforms as defined in Clause 3.

"Member" means a registered landlord member of TLA.

"Lead" means a Member who expresses interest in Commercial Trust's services through TLA channels.

Either party may propose renewal 60 days prior to expiry. If both parties agree in writing, the Agreement shall renew for 12 months under the same terms, with fees subject to CPI adjustment (maximum 5% increase). If no written agreement is reached 30 days before expiry, this Agreement shall terminate as scheduled.

Commercial Trust shall have first refusal on renewal of this Agreement for the duration of the partnership. Should Commercial Trust elect not to renew or fail to provide timely notification, TLA shall have the right to approach and engage alternative financial partners for the subsequent term.

TLA will present Commercial Trust as the exclusive mortgage and finance partner to TLA landlord members during the Term. “Exclusive” means TLA will not feature any other mortgage, commercial finance, bridging or development finance broker in any of the following placements without written approval from Commercial Trust (response within 5 business days):

• Homepage hero sections or navigation menus
• Member dashboard featured partner tiles
• Dedicated finance/mortgage content pages
• Email campaigns or newsletters specifically about finance products
• Any placement labeled “preferred”, “recommended”, or “official” partner
• Sponsors & Partners section on the homepage (logo placement)

TLA may include general mortgage/finance educational content and list Commercial Trust alongside non-competing service categories (e.g. insurance, legal services) without requiring approval.

TLA agrees to:

• Display Commercial Trust branding and calls to action in landlord dashboards and finance-related content
• Include Commercial Trust in finance and compliance communications to landlord members
• Refer to Commercial Trust as “our finance partner” or “specialist mortgage partner” without providing product recommendations
• Provide quarterly performance summaries covering impressions, clicks, and interest areas
• Route all interested landlord traffic directly to Commercial Trust’s chosen contact routes
• Ensure Commercial Trust branding receives at least 50,000 member impressions per quarter across TLA platforms
• Issue an exclusive email announcement to all relevant TLA members prior to the official live date of 1 January 2026, introducing Commercial Trust as the exclusive mortgage and finance partner.

TLA will not:

• Give mortgage or product advice
• Collect financial data on behalf of Commercial Trust
• Complete application forms or perform regulated activity
• Guarantee minimum lead or deal volumes
• Make recommendations or comparisons between finance products

Commercial Trust agrees to:

• Provide approved brand assets, FCA disclaimers, and messaging
• Maintain an active inbound route (e.g., landing page or 0808 132 0097 phone number)
• Handle all regulated advice and underwriting under FCA permissions
• Ensure compliance with FCA requirements
• Ensure call handlers understand TLA referral origin
• Respond to TLA referrals and maintain active contact routes, with no more than 14 consecutive days of unresponsiveness

Invoice issued within 5 business days of signature. Payment due within 30 days of invoice date.

Late payments shall incur interest at 8% per annum above Bank of England base rate (statutory right under Late Payment of Commercial Debts Act 1998).

Fee is fixed and not performance-based. No refunds except as specified in Clause 11 (Early Termination).

TLA will provide quarterly reporting including:

• Total member dashboard impressions for Commercial Trust placement
• Click-through rates to Commercial Trust contact routes
• Geographic and property-type interest data (anonymized)
• Member survey feedback on finance needs (if collected)

Minimum visibility commitment: Commercial Trust branding shall receive at least 50,000 member impressions per quarter across TLA platforms. If TLA fails to meet this threshold for 2 consecutive quarters without valid reason, Commercial Trust may terminate per Clause 11.

TLA will not share personal financial data or CRM details. Commercial Trust may optionally share conversion data (e.g., “12 TLA referrals resulted in completed mortgage applications”) for joint case studies.

Commercial Trust grants TLA permission to use its logo and brand text in accordance with this Agreement.

TLA grants Commercial Trust permission to describe itself as “Exclusive Mortgage and Finance Partner of The Landlord Association” for the Term.

Both parties must approve logo or brand usage in advance.

TLA is not FCA authorised and does not provide regulated mortgage advice or arrange mortgage contracts.

Commercial Trust is authorised and regulated by the FCA (Reg. No. 610175).

All advice, lender sourcing, and recommendations are carried out solely by Commercial Trust.

TLA will display required FCA disclaimers on all placements.

Either party may terminate this Agreement with 60 days written notice.

If Commercial Trust terminates early, fees already paid are non-refundable.

If TLA fails to deliver agreed placements for 30 consecutive days without valid reason (technical issues, force majeure), Commercial Trust may terminate for cause and receive a pro-rata refund for unused time.

If Commercial Trust fails to maintain an active inbound route (phone/landing page) or respond to TLA referrals for 14+ consecutive days, TLA may terminate for cause without refund obligation.

Upon termination or expiry:

• Both parties shall remove all co-branded materials within 14 days
• TLA shall redirect finance-related member inquiries to a neutral resource
• Commercial Trust shall cease describing itself as TLA’s partner
• Any leads “in flight” (already referred but not yet converted) remain with Commercial Trust to complete without additional fees
• Confidentiality obligations (Clause 14) survive termination indefinitely

Both parties shall comply with UK GDPR and the Data Protection Act 2018.

TLA will not collect, store, or process personal financial data on behalf of Commercial Trust. Any data shared will be limited to aggregated, anonymized performance metrics.

Commercial Trust is solely responsible as Data Controller for any personal data collected from TLA referrals.

Both parties agree to keep commercial terms and any non-public data shared under this Agreement confidential.

Public announcements require mutual written approval.

This obligation survives termination of this Agreement indefinitely.

Neither party shall be liable for indirect or consequential loss, including loss of profit or revenue.

TLA’s total liability under this Agreement shall not exceed the total fee paid (£15,000).

Nothing in this clause shall limit liability for death or personal injury, fraud, or any other liability that cannot be excluded by law.

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including but not limited to: acts of God, cyberattacks, government restrictions, pandemics, strikes, or technical failures.

The affected party must notify the other within 5 business days.

If force majeure exceeds 30 days, either party may terminate without penalty.

Any dispute shall first be escalated to senior management for good-faith resolution within 14 days.

If unresolved, disputes shall be settled by binding arbitration under CEDR rules, with proceedings in London, England.

Each party bears its own costs unless the arbitrator rules otherwise.

This Agreement shall be governed by the laws of England and Wales.

Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

Neither party may assign, transfer, or subcontract this Agreement without prior written consent of the other party.

Any attempted assignment without consent shall be void.

This Agreement constitutes the entire understanding between parties and supersedes all prior agreements, representations, or understandings (written or oral).

No variation shall be valid unless in writing and signed by both parties.

If any provision is held invalid or unenforceable, the remainder shall continue in full force.

The invalid provision shall be replaced with a valid provision that achieves the original intent.

All notices under this Agreement shall be in writing and sent to:

Notices are deemed received: (i) if by email, on transmission; (ii) if by post, 3 business days after posting; (iii) if by hand, on delivery.