Terms and Conditions
Hi valued partner! Thanks for choosing to list Your Workspace with Instant Offices, We look forward to building a long-lasting successful relationship with lots of client referrals to fill Your Workspace. As with all great partnerships, there is some legal stuff that we need to bring to Your attention which applies globally regardless of where You, Your Workspace or the Customers are located. We've tried to keep it short and simple - if You have any questions then please contact us!
Here is an explanation of some of the words used:
Acceptable Payment Methods means:
Bank transfer: BACS transmission or wire transfer;
Credit Card: AMEX, Mastercard/Visa Credit, Visa Debit, UK Maestro, Maestro International, Solo Debit, JCB Credit Cards. Any Credit Card charges will be payable by You at the Credit Card provider's rates; and
Cheques: accepted only from Workspace operators based in EMEA (Europe, Middle East and Africa) or the USA. Cheque must clear prior to the due date stated on Your invoice);
Business Day means any day apart from Saturday or Sunday and (x) in respect of Services globally (save for North America) any day when the clearing banks in the City of London are not closed for business or (y) in respect of Services in North America any day when the clearing banks in the City of New York are not closed for business;
Content means Your content and branding;
Customer means a client Introduced to You by Us;
Customer Licence means a licence or similar agreement for the provision of Workspace entered into between You and the Customer;
Data Protection Legislation means the EU General Data Protection Regulation 2016/679 and the Privacy and Electronic Communications Regulations Directive 2002/58 and all UK laws and regulations applicable to the processing of personal data as amended or updated from time to time; and the terms used in section 5 shall have the same meaning as in the Data Protection Legislation;
Due Date means within 28 days of the date of the invoice;
Event of Insolvency means an order being made or a resolution being passed for the winding up of You or an order being made for the appointment of an Administrator to manage the affairs, business and property of You or if a Receiver is appointed or if any of Your assets or undertakings or if circumstances arise entitling a Court to make a Winding Up Order, or You fail to pay your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or if You suffer any similar or analogous action in any other territory or jurisdiction;
Inclusive Rent means the amount payable by the Customer to You during the first 12 months from the start date of the Customer Licence, including any expansions, renewals or additional space taken by the Customer within the first 12 months (and thereafter as agreed);
Introduce/Introduction/Introduced means all referrals of Customers provided by Us to You that results in a Customer Licence being entered into by You and the Customer, unless You can show Us within 2 Business Days that it came from another source prior to Us sending You the referral. Any viewings that We arrange will automatically supersede any referrals for the same Workspace requirement sent by other brokers whether received before or after such viewings by You;
Market Data means the data of addresses, names of providers, locations, premises, facilities and pricing of Workspace available;
Referral Fee means an amount equal to 10% of the Inclusive Rent exclusive of any applicable sales tax (e.g. VAT, GST etc) (if applicable) (unless otherwise agreed in writing);
Representatives means directors, officers, employees, agents, professional advisors, or sub-contractors;
Services means any lead generation, listing services and Workspace brokerage services provided to You;
Site means instantoffices.com (and any local/regional website);
Tax means any applicable sales tax due (e.g. VAT, GST);
Terms means these terms Global Operator Standard Terms and Conditions
Us / We / Our means (i) Instant Offices Limited (registered in England and Wales under company no. 8249845 whose registered office is at The Blue Fin Building, 1st floor, 110 Southwark Street, London SE1 0TA) in respect of Services globally (save for North America) and (ii) Instant Offices Holding Inc whose principal address is at 21 West 46th Street (Suite 502) New York NY 10036 in respect of Services in North America;
Workspace means an office or office building anywhere in the world which is fully equipped and managed, which is typically shared with other users within the building and which is licensed to such users for a pre-agreed term, including but not limited to serviced offices, co-working space, business centers, and executive suites; and
You / Your means the provider of the Workspace;
Where these Terms apply
- These Terms cover the Services offered by Us to You and exclude all other terms and conditions to the maximum extent permitted by law. These Terms contain the whole agreement between the parties relating to the Services and supersede all previous agreements.
- You warrant that You are authorised to list the Workspace on Our Site and legally entitled to grant Customer Licences of such Workspace.
- Each Introduction of a Customer to You by Us is covered by these Terms and any contract entered into between You and the Customer due to Our introduction will result in an obligation to pay Us a Referral Fee.
- These Terms shall be terminable with immediate effect by either party on the giving of written notice to the other.
- We agree to list details of Your Workspace on Our Site. We can't guarantee the volume of Customers who will visit the Site, however, We hope that You will find the listing gives You a sufficient platform to raise Your profile and generate demand.
In order that We can run this platform successfully, You agree that You will
- use all reasonable endeavours to accept or reject any Introduction within 2 Business Days of notification by Us;
- not unreasonably reject any Introduction or refer any Introductions to a third party without Our prior written consent; and
- be responsible for conducting timely Customer viewings/tours of the Workspace with the Customer.
You may (or We may do so on Your behalf) upload Content to Our site to list the Workspace however, in doing so, You:
- agree to comply with the standards set out in Our Acceptable Use Policy to ensure that we have a safe Site;
- agree that We have the right to use and edit any Content provided by You, including but not limited to changing descriptions, editing images, removing content and branding, changing format and layout;
- grant Us an unlimited royalty free licence to use, store, adapt, copy and to distribute and make the Content available to third parties ("Use"); and accept that the content You upload to the Site will be considered non-confidential and non-proprietary and You will be responsible for any loss or damage We suffer as a result such Use.
- You warrant that You have full legal title to the Content and the receipt and use of the Content by Us shall not infringe the intellectual property rights of any third party.
- It's important to Us to work together in an open and transparent way: when We Introduce a Customer to You, and You enter into a Customer Licence with the Customer, You are required to notify Us as soon as You enter a Customer Licence as that is when the Referral Fee will be due to Us.
- The Referral Fee is payable up front in full. We will raise an invoice to You for the Referral Fee (plus any Tax) based on the term of the Customer Licence and You agree to pay Us using an Acceptable Payment Method by the Due Date.
- In an Event of Insolvency or termination of these Terms by either You or Us, all Referral Fees will be immediately due and payable in full. If You enter into a Customer Licence following termination with a Customer Introduced by Us prior to or following termination, a Referral Fee shall be due and payable by You as if these Terms continued to apply.
- We appreciate things don't always go to plan, so if the Customer Licence is terminated early for any reason, We will credit a proportion of the Referral Fee to You based on the unexpired term of the Customer Licence. Unless otherwise agreed in writing, this credit will be applied against Your account and set off against future invoices.
- We reserve the right to market all Workspace on partner and affiliate websites that market office space to potential office users. We are not responsible for the content or availability of any third party websites.
- As a result of working with many Workspace operators around the world, We collect a lot of useful market data and intel on Workspaces. You specifically agree that Market Data is generally in the public domain and shall not be deemed to be Confidential Information. You hereby give Your consent that we can use Market Data for the purpose of analysis and producing market reports.
- Both parties will (a) comply with all applicable requirements of the Data Protection Legislation; (b) process Personal Data only in accordance with these Terms; and (c) ensure that all persons authorised to access the Personal Data are subject to confidentiality obligations.
- We act as Data Controller in relation to any Customer Personal Data provided to You in the course of the Services. Where We share Customer Personal Data with You (if and until such time as You conclude the Customer Licence), You act as Data Processor in relation to such Customer Personal Data and shall only use the Customer Personal Data for the relevant enquiry to which it relates for the purpose of concluding a Customer Licence and in accordance with Our lawful and reasonable instructions. Upon any request from Us or if You have not concluded a Customer Licence with the Customer within 3 months of the Introduction, You must destroy the Customer's Personal Data and provide evidence of destruction upon Our request.
- You will ensure that any person acting under its authority who has access to Customer Personal Data does not process the Customer Personal Data except on Our instructions.
- You shall not (i) disclose Customer Personal Data to any third party and (ii) appoint any third party to process the Customer Personal Data except with Our prior written consent.
- You shall promptly refrain from communicating with Customers who have advised Instant or You of any change in their communication and marketing preferences.
- Any party processing Personal Data pursuant to these Terms shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk taking into account the state of technological development and the cost of implementing any measures.
If either party receives any complaint, notice or communication which relates to the processing of the Personal Data or to either party's compliance with Data Protection Legislation, it shall
- immediately notify the other party;
- share any information or documents reasonably requested by the other party; and
- cooperate with the other party's reasonable requests in resolving any complaints.
- Each party shall (a) provide reasonable assistance to the other party in respect of Subject Access Requests (b) notify the other party of any breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, any Personal Data within 2 Business Days; and (c) ensure that any Personal Data is returned to the other party or destroyed after the end of the provision of Services by Us.
- Where required, You shall enter any additional data sharing agreements or take other steps reasonably required by Us to ensure an adequate level of protection for the privacy safeguards of the Customers in accordance with Data Protection Legislation.
- The provisions in this clause shall survive the termination of these Terms or the Services.
- You agree to comply with all applicable laws, regulations, codes or guidelines relating to (i) anti-bribery and anti-corruption, including but not limited to the UK Bribery Act 2010 and the Foreign Corrupt Practices Act 1977 in respect of the receipt of the Services (ii) antislavery and human trafficking laws, including but not limited to the Modern Slavery Act 2015 and (iii) human rights including conducting operations in a way that is consistent with the responsibilities in the United Nations Universal Declaration of Human Rights ("Relevant Requirements"). You agree to maintain and enforce policies and procedures to comply with the Relevant Requirements and to promptly notify Us of any breach of these obligations.
- We provide the Services to You as an independent contractor and not as agent, partner or employee of You. The Services provided are limited to Workspace solutions and shall not under any circumstances be construed as directly or indirectly relating to, or encompassing, real estate services. As a consequence, We do not provide real estate services and are neither acting in the capacity of a real estate professional nor providing real estate brokerage services. To the extent that You enter into a lease (or any other agreement for real similar estate interest) You agree to indemnify Us against any penalties and/or regulatory action taken against Us.
- Termination of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
- Any reference in these Terms 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 provision of these Terms are held by any court or other competent authority to be invalid, void or unenforceable in whole or in part, the other provisions in these Terms and the remainder of the affected provision shall continue to be valid.
- We reserve the right to amend these Terms at any time for legal or regulatory compliance.
- All warranties, conditions and other terms implied by statute or common law shall be excluded to the maximum extent permitted by law and We shall have no liability for any claim between the You and a Customer.
- Any waiver by either party of any breach or non-compliance with these Terms by the other party will not be construed as a waiver of any earlier or later default of a like nature.
- Each party agrees to the other party that is shall not: (1) both during these Terms and after, except with written consent from that party, reveal or communicate to any other person other than its Representatives, its group companies, or the Representatives of its group companies, who need to know the same, any confidential information or know-how concerning the business, financial or contractual agreements. (2) Use or exploit any confidential information at all, unless this relates to the delivery or receipt of any Services; (3) copy, put in writing or record any confidential information except when strictly necessary in the delivery or receipt of the Services (any copies, writings and records shall be the property of the disclosing party); and (4) Use, reproduce, change or store any confidential information in an externally accessible computer or electronic information retrieval system or send this in any form or by any means outside of the place of business. None of the foregoing applies to information in the public domain, other than through breach of these Terms, 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.
- No person or third parties other than Us and You will have any rights to enforce these Terms.
- If You fail to pay any amount due to us on the Due Date, in addition to any other legal rights or remedies, We will be entitled to charge interest on the amount outstanding amount up to the maximum rate of interest permitted by law. If You reasonably dispute an invoice, then You still need to pay any element of the invoice that is undisputed by the Due Date and notify Us of the disputed part within 7 days of receipt of the invoice. Once both parties have reached an agreement on the disputed element of an invoice, the disputed element shall become payable within 5 Business Days if the outcome is that this element of the invoice is payable to Us.
- Save as expressly prohibited by law neither Party will be liable to the other Party whether in contract, in tort (including negligence), under a warranty, under statute, by means of strict liability or under any other legal theory (even if such loss or damage was reasonably foreseeable or a party had been advised of the possibility of the other party incurring the same) 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.
- You will indemnify fully and keep Us fully indemnified on demand against all liabilities incurred by Us or awarded against, paid by, taken or issued against Us as a result of or in connection with the failure of You to comply with these Terms or arising from Your use of Customer Personal Data received from Us.
- Sale of Your business/Workspace to new owner(s) ("New Owner") shall render all Referral Fees immediately due and payable by You. It is Your responsibility to tell Us in writing of such sale and procure that the New Owner agrees to these Terms.
- All fees payable by You under these Terms shall be deemed to be exclusive of Tax. Any Tax that is, or subsequently becomes, payable shall be paid in addition at the rate applicable from time to time as prescribed by law.
- These Terms and any dispute or claim arising out of or in connection with these Terms or the Services (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England in respect of Services globally (save for Services in North America where the governing law shall be the law of the State of New York). The parties agree that the courts of England shall have exclusive jurisdiction except where New York law is the governing law in which case the courts of New York shall have exclusive jurisdiction.