terms and conditions
Offices Please Ltd, Spencer House, 3 Spencer Parade, Northampton, NN1 5AA
1st April 2006:
1. Definitions
In these terms and conditions, unless the context otherwise requires:
"Agent" means the agent whose details are set out in the Particulars;
"Commission" means the commission payable by the Operator to the Agent pursuant to clause 4;
"Interest" shall mean interest at the rate of 4% per annum above the base rate for the time being of Barclays Bank Plc from the date any such payment is due down to and including the date of payment;
"Workspace" means the space taken within an operators centre whether it be offices, light industrial or any other type;
"Occupancy Agreement" means the agreement governing the Operator's provision of accommodation to a customer at any of its centres;
"Service Agreement" means the agreement governing the Operator's provision of services such as virtual offices and meeting rooms to a customer at any of its centres;
"Occupancy Charge" means the basic charge made by the Operator for the provision of workspace and (if the workspace is marketed as including operational workstations) operational workstation(s) and does not include the provision of telephonic or IT equipment or services or the provision of additional furniture or fixtures of any nature;
"Service Charge" means the basic charge made by the Operator for the provision of virtual offices, registered address or meeting rooms services;
"Operator" means the company providing the workspace whose details are also set out in the Particulars;
"Territory" means the United Kingdom.
"Agent" means the agent whose details are set out in the Particulars;
"Commission" means the commission payable by the Operator to the Agent pursuant to clause 4;
"Interest" shall mean interest at the rate of 4% per annum above the base rate for the time being of Barclays Bank Plc from the date any such payment is due down to and including the date of payment;
"Workspace" means the space taken within an operators centre whether it be offices, light industrial or any other type;
"Occupancy Agreement" means the agreement governing the Operator's provision of accommodation to a customer at any of its centres;
"Service Agreement" means the agreement governing the Operator's provision of services such as virtual offices and meeting rooms to a customer at any of its centres;
"Occupancy Charge" means the basic charge made by the Operator for the provision of workspace and (if the workspace is marketed as including operational workstations) operational workstation(s) and does not include the provision of telephonic or IT equipment or services or the provision of additional furniture or fixtures of any nature;
"Service Charge" means the basic charge made by the Operator for the provision of virtual offices, registered address or meeting rooms services;
"Operator" means the company providing the workspace whose details are also set out in the Particulars;
"Territory" means the United Kingdom.
2. Agent's Obligations
In consideration of the Operator's agreement to pay the Commission the Agent hereby agrees as follows:
2.1. to use all endeavours to promote and market the Operator's workspace as set out in the Particulars to prospective customers and occupiers in the Territory;
2.2. to conduct the promotion and marketing of the Operator's workspace with all due care and diligence and shall endeavour to cultivate and maintain good relations with such customers and potential occupiers in the Territory in accordance with sound commercial principles;
2.3. to check that any information published by it (whether in electronic or other format) about the Operator or any of its workspace is accurate and not to alter such information without first checking the accuracy of any such alteration with the Operator provided that the Agent will not be responsible for any information on its website which is added to such website directly by the Operator;
2.4. to ensure that any introduction made to the Operator is directed to the Operator's appropriate contact point(s) as set out in the Particulars and, wherever possible the introduction includes the following details of the prospect:
- Company Name
- Contact Name
- Contact Telephone Number
- Location of Interest
- Size of Interest (ie. No. of workstations sought)
- Date of introduction;
2.5. not without the express prior approval of the Operator in writing to enter into any negotiations or contracts with any party in the name of the Operator or as its agent nor shall it incur any liabilities on the Operator's behalf and it is agreed that no relationship of principal and agent is created by this agreement;
2.6. to comply in all respects with the terms of the Data Protection Act 1988 (as amended from time to time);
2.7. save to the extent that it is required by law so to do not to disclose to any third party any details of the terms on which the Operator transacts business or any information relating to the number and / or type of the Operator's customers or the detail of the occupational arrangements agreed between the Operator and any of its customers (save that nothing shall preclude the use of such information in compiling statistics for research or marketing purposes which in no way will undermine the efficacy of this clause);
2.8. not without the express prior written consent of the Operator to use the name of the Operator in conjunction with any marketing or publicity material of any kind or nature.
2.1. to use all endeavours to promote and market the Operator's workspace as set out in the Particulars to prospective customers and occupiers in the Territory;
2.2. to conduct the promotion and marketing of the Operator's workspace with all due care and diligence and shall endeavour to cultivate and maintain good relations with such customers and potential occupiers in the Territory in accordance with sound commercial principles;
2.3. to check that any information published by it (whether in electronic or other format) about the Operator or any of its workspace is accurate and not to alter such information without first checking the accuracy of any such alteration with the Operator provided that the Agent will not be responsible for any information on its website which is added to such website directly by the Operator;
2.4. to ensure that any introduction made to the Operator is directed to the Operator's appropriate contact point(s) as set out in the Particulars and, wherever possible the introduction includes the following details of the prospect:
- Company Name
- Contact Name
- Contact Telephone Number
- Location of Interest
- Size of Interest (ie. No. of workstations sought)
- Date of introduction;
2.5. not without the express prior approval of the Operator in writing to enter into any negotiations or contracts with any party in the name of the Operator or as its agent nor shall it incur any liabilities on the Operator's behalf and it is agreed that no relationship of principal and agent is created by this agreement;
2.6. to comply in all respects with the terms of the Data Protection Act 1988 (as amended from time to time);
2.7. save to the extent that it is required by law so to do not to disclose to any third party any details of the terms on which the Operator transacts business or any information relating to the number and / or type of the Operator's customers or the detail of the occupational arrangements agreed between the Operator and any of its customers (save that nothing shall preclude the use of such information in compiling statistics for research or marketing purposes which in no way will undermine the efficacy of this clause);
2.8. not without the express prior written consent of the Operator to use the name of the Operator in conjunction with any marketing or publicity material of any kind or nature.
3. Operator's Obligations
In consideration of the Agent's obligations as set out in Clause 2 above the Operator hereby agrees as follows:
3.1. to comply in all respects with the terms of the Data Protection Act 1988 (as amended from time to time);
3.2. to provide the Agent a complete list of the Operator's centres and suites within these centres and contact points for each such centre and to update the Agent as occasion may require with current and future vacancies current rates and any new contact points;
3.3. to check at the commencement of this Agreement any details of its centres published by the Agent for accuracy and to ensure that they comply with legislation and are not misleading and to immediately inform the Agent should any corrections be required (it is the Agent's obligation to obtain the Operator's approval to any changes to published material produced thereafter);
3.4. to notify the Agent forthwith in the event that a customer introduced to it by the Agent subsequently signs an Occupancy Agreement and the notification shall include full details of the letting including the amount(s) payable, the duration and terms of the agreement, any fluctuations in fees or space let and any termination options agreed;
3.5. to pay the Commission together with any VAT in respect of the Commission to the Agent at the times and in the manner provided in clause 4 below;
3.6. not (save as may be required at law) to pass details to any other. Agent other Operator or any third party of any introduction made by the Agent to the Operator without the prior written consent of the Agent.
3.1. to comply in all respects with the terms of the Data Protection Act 1988 (as amended from time to time);
3.2. to provide the Agent a complete list of the Operator's centres and suites within these centres and contact points for each such centre and to update the Agent as occasion may require with current and future vacancies current rates and any new contact points;
3.3. to check at the commencement of this Agreement any details of its centres published by the Agent for accuracy and to ensure that they comply with legislation and are not misleading and to immediately inform the Agent should any corrections be required (it is the Agent's obligation to obtain the Operator's approval to any changes to published material produced thereafter);
3.4. to notify the Agent forthwith in the event that a customer introduced to it by the Agent subsequently signs an Occupancy Agreement and the notification shall include full details of the letting including the amount(s) payable, the duration and terms of the agreement, any fluctuations in fees or space let and any termination options agreed;
3.5. to pay the Commission together with any VAT in respect of the Commission to the Agent at the times and in the manner provided in clause 4 below;
3.6. not (save as may be required at law) to pass details to any other. Agent other Operator or any third party of any introduction made by the Agent to the Operator without the prior written consent of the Agent.
4. Commission
4.1 Commission will be payable by the Operator to the Agent when the Agent introduces (in accordance with clause 5 below) a customer to the Operator which customer subsequently signs an Occupancy Agreement, lease or Service Agreement for workspace accommodation, virtual office or meeting room use, in one of the Operator's centres in accordance with the introduction;
4.2 In addition the Agent will be entitled to commission on meeting room usage, virtual office services, hot-desking and workspace accommodation which ever service a customer uses or evolves into. Commission is due for the first 12 months that they use the service. (for the avoidance of doubt such commission will be due on the first 12 months of the office accommodation tenancy of such customer as set out in clause 4.3 below);
4.3 The Commission shall be an amount equal to 10% of the fully inclusive Occupancy Charge or Service Charge (exclusive of VAT) actually paid by the customer to the Operator during the first 12 months of the agreement;
4.4 No Commission shall be payable for renewals or extensions after the first 12 months of that customer's occupation has elapsed; 4.5 The Commission shall be exclusive of VAT which shall be paid to the Agent in addition;
4.6 Payment of the Commission shall be made as follows; for monthly agreements payment will be monthly in arrears; for fixed term agreements payment will be 1/4ly in advance upon;
4.6.1 receipt by the Operator of a valid VAT invoice for the relevant payment.
4.7 If the Occupancy Agreement between the customer and the Operator provides for whatever reason that the Occupancy Charge payable by the customer shall be increased during the initial 12 month period then the Commission and the payment of the Commission shall vary proportionately in the same way and it shall be an obligation of the Operator to inform the Agent of any such variations and in the event that the Operator fails to notify the Agent of such variations the Agent shall have the right to withdraw the service of providing introductions to the Operator forthwith;
4.10 Any Commission payment not paid on the due date shall attract Interest.
4.2 In addition the Agent will be entitled to commission on meeting room usage, virtual office services, hot-desking and workspace accommodation which ever service a customer uses or evolves into. Commission is due for the first 12 months that they use the service. (for the avoidance of doubt such commission will be due on the first 12 months of the office accommodation tenancy of such customer as set out in clause 4.3 below);
4.3 The Commission shall be an amount equal to 10% of the fully inclusive Occupancy Charge or Service Charge (exclusive of VAT) actually paid by the customer to the Operator during the first 12 months of the agreement;
4.4 No Commission shall be payable for renewals or extensions after the first 12 months of that customer's occupation has elapsed; 4.5 The Commission shall be exclusive of VAT which shall be paid to the Agent in addition;
4.6 Payment of the Commission shall be made as follows; for monthly agreements payment will be monthly in arrears; for fixed term agreements payment will be 1/4ly in advance upon;
4.6.1 receipt by the Operator of a valid VAT invoice for the relevant payment.
4.7 If the Occupancy Agreement between the customer and the Operator provides for whatever reason that the Occupancy Charge payable by the customer shall be increased during the initial 12 month period then the Commission and the payment of the Commission shall vary proportionately in the same way and it shall be an obligation of the Operator to inform the Agent of any such variations and in the event that the Operator fails to notify the Agent of such variations the Agent shall have the right to withdraw the service of providing introductions to the Operator forthwith;
4.10 Any Commission payment not paid on the due date shall attract Interest.
5. Introductions
5.1 All introductions must be made to the Operator's relevant contact point in either written or electronic format or if an introduction is made orally it must be confirmed by the Agent in writing (by e-mail or fax or post) within 24 hours confirming the time and date of the introduction;
5.2 The Operator shall endeavour to confirm if it will accept each introduction made by the Agent as quickly as possible unless it has previously been notified of the identity and requirement of a customer so introduced in which case the Operator shall as quickly as possible "reject the introduction" and if able inform the Agent of the time and identity of the accepted introducer; prior notification may include a hit or enquiry through the Operator's own website or an introduction or enquiry from any other source but the Operator must demonstrate to the Agent that the website hit or enquiry occurred or was sourced prior to the Agent's introduction being received by the Operator's system; if the Operator fails to "reject" an introduction, the fee will be payable to the Agent or such other agent which subject to the provisions of this Clause 5 was the first in time to make the introduction save in the event that it was another source and not an agent who first introduced the customer in which case no fee will be payable to any agent;
5.3 In the event that another agent forwards an introduction of the same customer to the Operator then the Operator shall immediately inform both agents of the duplication and the fee shall be payable to the agent which is the first in time to make the introduction.
5.4 Introductions (whether accepted or not) will expire six months from the date of the original introduction unless a letting document has been signed or a deposit paid to the Operator (although nothing in this clause prevents the Agent from reintroducing a customer after the six month period has elapsed and any reintroduction shall be subject to these terms and conditions);
5.5 Notwithstanding the Operator confirming it accepts an introduction by another Agent in the event that Officesplease.com arranges a viewing of such introduction then 100% of the total Commission will be payable to Officesplease.com as the agent who had arranged the viewing.
5.2 The Operator shall endeavour to confirm if it will accept each introduction made by the Agent as quickly as possible unless it has previously been notified of the identity and requirement of a customer so introduced in which case the Operator shall as quickly as possible "reject the introduction" and if able inform the Agent of the time and identity of the accepted introducer; prior notification may include a hit or enquiry through the Operator's own website or an introduction or enquiry from any other source but the Operator must demonstrate to the Agent that the website hit or enquiry occurred or was sourced prior to the Agent's introduction being received by the Operator's system; if the Operator fails to "reject" an introduction, the fee will be payable to the Agent or such other agent which subject to the provisions of this Clause 5 was the first in time to make the introduction save in the event that it was another source and not an agent who first introduced the customer in which case no fee will be payable to any agent;
5.3 In the event that another agent forwards an introduction of the same customer to the Operator then the Operator shall immediately inform both agents of the duplication and the fee shall be payable to the agent which is the first in time to make the introduction.
5.4 Introductions (whether accepted or not) will expire six months from the date of the original introduction unless a letting document has been signed or a deposit paid to the Operator (although nothing in this clause prevents the Agent from reintroducing a customer after the six month period has elapsed and any reintroduction shall be subject to these terms and conditions);
5.5 Notwithstanding the Operator confirming it accepts an introduction by another Agent in the event that Officesplease.com arranges a viewing of such introduction then 100% of the total Commission will be payable to Officesplease.com as the agent who had arranged the viewing.
6. Duration and termination
6.1 This Agreement shall commence on the Commencement Date set out in the Particulars and it shall thereafter (subject to clause 6.2 below) continue from month to month until terminated by either party on one month's written notice to the other; and
6.2 Either party may (notwithstanding clause 6.1 above) terminate this Agreement forthwith by written notice to the other in the event of either party ceasing to trade or suffering a change of control as defined by the Companies Acts or suffering or permitting the appointment to or over its assets of an administrator, an administrative receiver, a receiver or a liquidator (provisional or otherwise);
6.3 This agreement does not constitute an exclusive arrangement with the Agent and the Operator is at liberty to enter into similar agreements with other agents.
6.2 Either party may (notwithstanding clause 6.1 above) terminate this Agreement forthwith by written notice to the other in the event of either party ceasing to trade or suffering a change of control as defined by the Companies Acts or suffering or permitting the appointment to or over its assets of an administrator, an administrative receiver, a receiver or a liquidator (provisional or otherwise);
6.3 This agreement does not constitute an exclusive arrangement with the Agent and the Operator is at liberty to enter into similar agreements with other agents.
7. Disputes
7.1 In the event of a dispute arising between the parties hereto, such dispute shall be referred at the instance of either party to an arbitrator (who shall be a person with a suitable degree of knowledge and experience in the Business Centre sector — who shall be appointed, in default of agreement, by the President for the time being of the RICS and whose fees shall be paid as may be directed by such arbitrator in his award which shall be in writing and final and binding upon the parties (save in case of manifest error); and
7.2 This Agreement shall be governed and construed by the laws of England and Wales and the parties irrevocably submit to that exclusive jurisdiction.
7.2 This Agreement shall be governed and construed by the laws of England and Wales and the parties irrevocably submit to that exclusive jurisdiction.
8. General
8.1 These terms and conditions constitute the entire agreement between the parties and supersede all previous agreements;
8.2 Nothing in this Agreement constitutes a partnership or joint venture between the parties;
8.3 No term or condition in this Agreement is enforceable by a person not party to this Agreement for the purposes of the Contracts (Rights of Third Parties) Act 1999;
8.4 The invalidity of any one clause in this Agreement shall not operate to invalidate the rest of the Agreement which shall remain in full force and effect;
8.5 This Agreement is personal to the parties mentioned in the Particulars and may not be assigned by either in whole or in part; and
8.6 Any notice required to be given by one party in writing may be given by hand or sent by fax or by first class pre-paid post to the fax number or address (as appropriate) for that party in the Particulars and, in the case of first class post, unless returned undelivered to the party giving the notice, such notice shall be deemed to have been received on the next working day after posting.
8.2 Nothing in this Agreement constitutes a partnership or joint venture between the parties;
8.3 No term or condition in this Agreement is enforceable by a person not party to this Agreement for the purposes of the Contracts (Rights of Third Parties) Act 1999;
8.4 The invalidity of any one clause in this Agreement shall not operate to invalidate the rest of the Agreement which shall remain in full force and effect;
8.5 This Agreement is personal to the parties mentioned in the Particulars and may not be assigned by either in whole or in part; and
8.6 Any notice required to be given by one party in writing may be given by hand or sent by fax or by first class pre-paid post to the fax number or address (as appropriate) for that party in the Particulars and, in the case of first class post, unless returned undelivered to the party giving the notice, such notice shall be deemed to have been received on the next working day after posting.
9. Data Protection
9.1 If you disclose personal data to us, you will:
9.2 Obtain and maintain all appropriate registrations and consents under the Data Protection Act 1998 in order to allow you to disclose the information for us to use it for marketing purposes.
9.3 You will process personal data in accordance with the Data Protection Act 1998
9.4 You will use reasonable endeavours to make sure that no act or omission by you, your employees, contractors or agents results in a breach of the obligations of either you or me under the Data Protection Act 1998.
9.2 Obtain and maintain all appropriate registrations and consents under the Data Protection Act 1998 in order to allow you to disclose the information for us to use it for marketing purposes.
9.3 You will process personal data in accordance with the Data Protection Act 1998
9.4 You will use reasonable endeavours to make sure that no act or omission by you, your employees, contractors or agents results in a breach of the obligations of either you or me under the Data Protection Act 1998.
