Serviced Office Operator Terms and Conditions
In these terms and conditions the following words have the following meanings:
"Acceptable Payment Methods" include the following:
- BACS transmission; or
- Credit Card (any Credit Card charges will be payable by the Operator at the Credit Card provider's chargeable rate);
"Business Day" means a day not being a Saturday or a Sunday on which clearing banks in the City of London are open for business;
"Commission" means an amount equal to either (i) 10% or (ii) the percentage fee agreed in writing between Instant and the Operator of the Fully Inclusive Rent exclusive of VAT (if applicable);
"Customer" means a client Introduced to the Operator by Instant;
"Customer Contract" means a contract entered into between the Operator and the Customer;
"Data Protection Rules" means any applicable privacy laws, including but not limited to the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any guidance from the Information Commissioner's Office or any replacement regulatory authority;
"Event of Insolvency" means an order being made or a resolution being passed for the winding up of the Operator or an order being made for the appointment of an Administrator to manage the affairs, business and property of the Operator or if a Receiver is appointed or if any of the Operator's assets or undertakings or if circumstances arise entitling a Court to make a Winding Up Order, or the Operator fails to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or if the Operator suffers any similar or analogous action in consequence of debt in any territory or jurisdiction;
"Fully Inclusive Rent" means the amount payable by the Customer to the Operator during the first 12 months from the start date of the Customer Contract, including expansions or additional space procured that occur in the first 12 months;
"Introducing/Introduction/Introduced" means all referrals of Customers made by Instant to the Operator giving rise to Customer Contracts, unless the Operator is able to demonstrate to the reasonable satisfaction of Instant, within 2 Business Days' of a referral, that it has previously been contacted by such person other than through an Instant referral. Any viewings arranged by Instant shall be automatically deemed to be introductions giving rise to Commission payments; this includes viewings arranged superseding referrals by other brokers;
"Instant" means Instant Offices Limited (a company registered in England and Wales under company number 03769141 whose registered office is at The Blue Fin Building, 1st floor, 110 Southwark Street, London SE1 0TA);
"Operator" means the person(s), firm or company acquiring the Services;
"Sale" means the entering into by the Operator of a binding contract for the sale of the majority of its shares or assets; and
"Services" means lead generation and serviced office brokerage services.
Application of Terms
- These terms and conditions shall govern all Services provided by Instant to the Operator to the exclusion of all other terms and conditions, to the maximum extent permitted by law.
- Each Introduction of a Customer to the Operator by Instant shall be deemed to be subject to these terms and conditions and any contract entered into between the Operator and a Customer so Introduced shall give rise to an obligation to pay Commission in accordance with clause 3 below.
- The Operator agrees that it shall not unreasonably reject any Introduction.
- In consideration for Instant Introducing Customers to the Operator, the Operator will pay Commission to Instant in accordance with this clause 3.
- An invoice will be raised by Instant for the Commission and any applicable VAT on the earlier of a) signing of a Customer Contract or b) a deposit being paid by the Customer or c) the Customer taking occupation ("Conclusion"). Subject to clause 3.4, the Operator agrees to pay Instant using an Acceptable Payment Method within 7 days of the date of the invoice (the "Due Date").
- The Commission is payable in full on the Due Date.
- In the event of a sale, an Event of Insolvency or a Customer account being referred to Instant's legal department for non-payment, all Commission payable in accordance with this clause 3 shall become immediately due and payable in full.
- In the event that the Operator fails to pay on the Due Date any amount which is payable to Instant under these terms and conditions then (without prejudice to any other right or remedy of Instant) Instant shall be entitled to charge interest on the amount outstanding from the Due Date until payment is made in full both before and after any judgment at 8% per annum over the Bank of England's base rate from time to time.
- Failure by the Customer to pay any of the Operator's charges following Conclusion shall not relieve or excuse payment of the Commission by the Operator.
- In the event that the Operator reasonably disputes any invoice delivered to it in respect of Commission, or any element of any such invoice, then the Operator will pay the undisputed element of such invoice on the Due Date for payment and may only withhold payment of the disputed element of such invoice. Once the parties have reached agreement in relation to a disputed element of an invoice such disputed element of the invoice shall become payable within 5 Business Days of any such agreement.
- All charges payable by the Operator under these terms and conditions shall be deemed to be exclusive of VAT. Any VAT that is, or subsequently becomes, payable shall be paid in addition to the said consideration at the rate applicable from time to time in the manner prescribed by law against receipt by the Operator from Instant of a valid VAT invoice.
- Each party acts as an independent data controller for the purposes of the Data Protection Rules in relation to any Customer personal data shared between the parties in the provision of the Services and/or Instant's endeavours in generating leads through its various marketing channels. For the avoidance of doubt where Instant is the data controller and shares Customer personal data with the Operator in the provision of the Services, the Operator may only use the data provided for the enquiry that the Customer personal data relates to.
- Each party is responsible for its own compliance with the Data Protection Rules, including maintaining applicable regulatory registrations, notifications, responding to Customer data subject access requests, information security and data retention and use periods.
- The Operator is responsible for undertaking any due diligence it reasonably considers necessary before relying on indirect Customer consents to communicate with any Customer Introduced by Instant and Instant accepts no liability to the Operator in this regard.
- The Operator will immediately inform Instant of:
- any data privacy Customer complaints relating to Instant (either from the Customer or a competent regulatory authority including the Information Commissioner's Office) and share any information or documents reasonably requested by Instant in resolution of such matters, and;
- any changes in a Customer's marketing and communication preferences.
- The Operator agrees to cooperate with Instant's reasonable requests in resolving any complaints and, will promptly refrain from communicating with Customers who have advised Instant or the Operator of any change in their communication and marketing preferences.
- Where the Operator is domiciled in a territory outside the European Economic Area, the Operator agrees to enter any additional data sharing agreements or take other steps reasonably required by Instant to ensure an adequate level of protection for the privacy safeguards of Customers submitting their personal data in the UK, in accordance with the Data Protection Rules.
- The provisions in this clause 4 shall survive the termination or expiry of these terms and conditions however arising.
Limitations, Exclusions and Indemnity
- All warranties, conditions and other terms implied by statute or common law shall be excluded to the maximum extent permitted by law and Instant shall have no liability for any claim between the Operator and a Customer.
- Subject to clause 5.1, neither Party will be liable to the other Party whether in contract (including under any indemnity), in tort (including negligence), under a warranty, under statute, by means of strict liability or under any other legal theory for:
- any indirect, special or consequential loss or damage; or
- any loss of profits, turnover, data, business opportunities, contracts, anticipated savings, wasted expense or damage to goodwill (whether direct or indirect); or
- any punitive or exemplary damages.
- Notwithstanding clause 5.1, the total aggregate liability of Instant to the Operator for each and every event arising under or related to these terms and conditions or the Customer Contract shall at all times be limited to the amount of Commission received by Instant.
- The Operator shall indemnify and hold harmless Instant from and against all and any costs, claims, loss or damage arising in respect of any claims brought by a Customer or any third party arising out of the activities of Instant or the Operator, including in relation to any breaches of the Data Protection Rules or clause 4 and clause 7.
- The Operator will continue to be liable under clause 5 after the termination or expiry of these conditions if the breach occurred while the conditions were in full force and effect.
- These terms and conditions shall be terminable with immediate effect by either party on the giving of written notice to the other.
- Notwithstanding clause 6.1, any Customer Contract entered into following termination, between the Operator and a Customer Introduced by Instant prior to termination, shall give rise to the payment of Commission in accordance with Clause 3 as if these conditions continued to apply.
- If a business centre (or a group or part of a group of business centres) of the Operator is sold to new owner(s) (the "New Owner");
- it is the Operator's responsibility to advise Instant in writing and ensure that the New Owner is aware of all Commission payments due;
- all liabilities & obligations to Instant will form part of the sale, thereby obligating the New Owner to pay all Commission and any other payments to Instant; and
- the Operator agrees to indemnify Instant in full with regards to any Commission or further any other payments due to Instant arising out of or in connection with the Operator's or the New Owner's failure to comply with this clause.
- Each of party undertakes to the other party that it shall not: (1) whether during the term of this agreement or thereafter, except with the prior written consent of the other of them, divulge or communicate to any other person, other than its directors, officers, employees, agents, professional advisors, or sub-contractors ("Representatives"), its group companies, or the Representatives of its group companies, who need to know the same, any secret or confidential information or know-how concerning the business, financial or contractual arrangements or other dealings or affairs of the other of them or any of these terms and conditions or the performance of the other of them under it or any proprietary or trade secrets or any written information which is expressed to be confidential or ought reasonably to be considered confidential ("Confidential Information"); (2) use or exploit the Confidential Information in any way except in the delivery of or receipt of the Services; (3) copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary in the delivery of or receipt of the Services (and any such copies, reductions to writing and records shall be the property of the disclosing party); and (4) use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business.
- The provisions of Clause 7.1 shall not apply to information in the public domain, other than through breach of these terms and conditions, information already in the possession of the receiving party, information obtained from a third party who is free to divulge such information and information required by law, or other regulatory or governmental authority, to be divulged.
- Without prejudice to any other rights or remedies that either party may have, the parties acknowledge that remedies at law for any breach of Clause 7.1 (including, without limitation, damages) may not be adequate and that therefore either party will be entitled to apply for equitable relief for any such breach including injunctive relief.
The Operator shall allow Instant and/or its agents to access, inspect and audit the Operator's records, accounts and other relevant information and premises relating to the Services (including allowing copying of documents) during normal business hours on Business Days and subject to a minimum of 5 Business Days' notice, save in the case of suspected fraud, dishonesty or breach by the Operator of these terms and conditions, no notice shall be required, and Instant can undertake the audit at any time.
These conditions and any dispute or claim arising out of or in connection with it or its subject-matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Both parties shall submit to the exclusive jurisdiction of the English courts.
Instant reserves the right to market all listed properties on partner and affiliate websites that market office space to potential office users. Instant is not responsible for the content or availability of any third party websites.
- Any waiver by either party of any breach or non-compliance with these terms and conditions by the other party will not be construed as a waiver of any earlier or later default of a like nature.
- Neither party shall be entitled to assign the benefit of these conditions other than to a subsidiary.
- Except as may be agreed from time to time, neither party shall have authority to act for, represent or bind the other.
- Instant provides its Services hereunder as an independent contractor and not as agent, partner or employee of the Operator.
- The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and save where expressly stated, no person other than Instant and the Operator will have any rights under it.
- These terms and conditions contain the whole agreement between the parties relating to the transactions contemplated hereby and supersedes all previous agreements between the parties relating to these transactions.
- Each party acknowledges that in agreeing to enter into these terms and conditions it does not rely on any representation or warranty, collateral contract or other assurance other than those as set out in these terms and conditions . Each party waives all rights and remedies which, but for this sub-clause might otherwise be available to it in respect of such representation, warranty, collateral contract or other assurance, provided that nothing in this clause shall limit or exclude any liability for fraud.
- If any reference in these terms and conditions to a statute or any provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
- If any reference in these terms and conditions to "writing" or cognate expressions, includes a reference to any communication effected by email (or similar means).
- If any provision of these terms and conditions is held by any court or other competent authority to be invalid, void or unenforceable in whole or in part, the other provisions of these terms and conditions the remainder of the affected provision shall continue to be valid.
- The Company reserves the right to amend these Terms & Conditions at any time by giving the Operator advance written notice.