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ADAPT Standard Terms for Flex Providers

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This agreement is between:

Us / We / Our: Workspace Advisory T/A ADAPT Workspace, company number 15168976, registered at 19 Highfield Road, Birmingham B15 3BH and the office space provider named on the registration form completed on sign up (“you”).

Where you operate under more than one registered company name and number, list them all here. These Terms apply to each of them.

1. Definitions

Client
a person or company who has retained us to locate suitable Workspace.
Client Agreement
any agreement between you and a Client, including a licence, lease, service agreement or management agreement.
Data Protection Legislation
the UK General Data Protection Regulation, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, each as amended or replaced.
Introduction
our referral of a Client to you, made in accordance with clause 2. An Introduction is made on the date we send it.
Introduction Fee
the fee at clause 3.a.
Membership Terms
the ADAPT Terms of Membership, under which we operate a fixed fee membership model in certain locations.
Payment Amount
the total inclusive amount payable by a Client to you under a Client Agreement, excluding VAT.
Services
the introduction of Clients to you, and the marketing of your Workspace, under these Terms.
Viewing
any visit by or on behalf of a Client to a Workspace, whether in person or virtual.
Workspace
any area for business use within an office, office building or other working premises, in relation to which a Client enters into a Client Agreement with you.

2. Client Introductions

  1. Any Client we Introduce to you is an Introduction to every Workspace in your portfolio, and every Introduction we make is covered by these Terms.
  2. Introductions are sent by email, or through industry portals where you subscribe to them.
  3. What we tell you, and when. At the point of Introduction we will give you the Client’s company name and their requirement, so that you can assess whether they are already known to you. We may withhold the Client’s individual contact details until a Viewing is booked at one of your Workspaces.
  4. Rejecting an Introduction. If the Client is a pre-existing contact of yours, tell us in writing within 2 working days of receiving the Introduction, with reasonable supporting evidence of your prior contact. If you do not, the Introduction is accepted and clause 3 applies.
  5. If an accepted Introduction is subsequently overturned by agreement between us, you must confirm this in writing within 2 working days. Without that confirmation the Introduction stands.
  6. A Viewing we arrange supersedes any introduction of the same Client from another source, whether you received it before or after that Viewing.
  7. How long an Introduction lasts. An Introduction remains live for 24 months from the date it is made. Where the Client is still actively engaged with you in relation to Workspace at the end of that period, it remains live until that engagement ends, up to a maximum of 36 months from the date of Introduction.
  8. Telling us about a deal. You must notify us in writing within 5 working days of entering into a Client Agreement with a Client we have Introduced, giving the Workspace, the term and the Payment Amount. On reasonable request you will provide evidence sufficient to verify the Payment Amount.
  9. No circumvention. You will not avoid or reduce an Introduction Fee by having the Client contract with a connected company, another entity in your group, a third party, or by deferring a Client Agreement until after an Introduction has expired.

3. Introduction Fees

  1. Our Introduction Fee is 10% of the fully inclusive Payment Amount for the first 12 months of occupation. Where a Client Agreement is for less than 12 months, any renewal, extension or expansion up to and including month 12 is invoiced when that new Client Agreement is signed.
  2. All fees under these Terms are exclusive of VAT, which is payable in addition at the prevailing rate.
  3. Any fee agreed between us above the rate at clause 3.a will be confirmed in writing by email and forms an addendum to these Terms.
  4. Invoices are payable in full within 14 days of the later of the Client signing the Client Agreement and our issuing the invoice. Payment is by bank transfer only.
  5. Invoice queries must be raised with us by email within 5 working days of receipt. After that the invoice is treated as accepted.
  6. Where an invoice is not paid when due we may charge statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, and any legal costs we incur in recovering the debt are recoverable from you on an indemnity basis.
  7. The Introduction Fee is not linked to, or conditional on, payments made to you by the Client under the Client Agreement.
  8. The Introduction Fee is not refundable in whole or in part if the Client vacates before the end of the Client Agreement, or if you terminate the Client Agreement early.
  9. Sale of your business or Workspace. On any sale, all Introduction Fees due or accruing become immediately payable. You must tell us in writing of the sale and procure that the new owner accepts these Terms in respect of Clients who have signed, or subsequently sign, a Client Agreement arising from a live Introduction.
  10. Managing agents. Where you act as managing agent for a Workspace, you confirm the landlord or owner agrees to these Terms. If you cease to manage that Workspace, outstanding Introduction Fees remain payable by you.

4. Marketing and availability data

  1. You will provide up to date marketing information for each of your Workspace locations, including the full address, a marketing description, amenities and services, high resolution images and floorplans.
  2. You will maintain these profiles, and provide regular availability updates, through the secure login to our portal that we supply.
  3. You will keep all contact information in the portal accurate and current, including names, email addresses and telephone numbers.
  4. If you fail to confirm or update your availability in line with our policy, we may suspend Introductions to you and remove your listings from our feed.
  5. You confirm that everything you supply is accurate, lawful and not misleading, and that you hold all rights necessary to provide it to us.
  6. You grant us a non-exclusive licence to use your marketing information, images, floorplans, logo and building details to market your Workspace and our platform, for as long as these Terms are in force.

5. Data protection

  1. Each party acts as an independent controller in respect of personal data relating to Clients. Neither party is the other’s processor, and the parties are not joint controllers. Each party is responsible for its own compliance with the Data Protection Legislation.
  2. Both parties will comply with all applicable requirements of the Data Protection Legislation, and ensure that everyone authorised to access personal data shared under these Terms is subject to a duty of confidence.
  3. How you may use Client personal data. You may use personal data we share with you only to respond to and progress that Client’s requirement and to perform any resulting Client Agreement. You must not:

    1. add it to any marketing list, or use it for marketing unrelated to that requirement;
    2. sell, rent, licence or otherwise disclose it, other than to your own staff and professional advisers who need it; or
    3. retain it for longer than you need it for those purposes, subject to clause 5.d.
  4. On our written request you will cease using Client personal data and delete it, and confirm you have done so. This does not require you to delete data you are required to retain by law, or which you need to retain to perform or evidence a Client Agreement that Client has entered into with you.
  5. You will maintain a privacy notice covering your use of Client personal data, and will not transfer it outside the United Kingdom without an appropriate safeguard.
  6. You will tell us without undue delay, and in any event within 48 hours, of any personal data breach affecting data shared under these Terms, and will give us reasonable assistance with any related data subject request, complaint or regulator enquiry.
  7. You will promptly stop contacting any Client who has told either of us of a change in their contact preferences.
  8. This clause survives termination.

6. Liability

  1. Neither party excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.
  2. We provide the Services with reasonable skill and care. All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
  3. We give no warranty as to the number, quality or value of Introductions, or that any Introduction will result in a Client Agreement. We make no representation about a Client’s intentions, requirements, creditworthiness or ability to transact, and we are not a party to any Client Agreement.
  4. Subject to clause 6.a, neither party is liable for loss of profit, loss of business, loss of anticipated savings, or any indirect or consequential loss.
  5. Subject to clause 6.a, our total liability arising out of or in connection with these Terms in any 12 month period is limited to the greater of £5,000 and the Introduction Fees you paid us in the 12 months preceding the claim.
  6. You will indemnify us against all liabilities we incur, or which are awarded against, paid by or issued against us, arising from your breach of these Terms or your use of Client personal data received from us.

7. Term and termination

  1. These Terms take effect when you accept them and continue until terminated.
  2. Either party may terminate on 30 days’ written notice.
  3. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of being asked to do so, or becomes insolvent.
  4. Termination does not affect live Introductions. Any Introduction made before termination remains live for the period at clause 2.g, and an Introduction Fee remains payable if a Client Agreement is signed within that period. Clauses 2.h, 2.i, 3, 5, 6 and 8 survive termination.

8. General

  1. Relationship with the Membership Terms. Where we have also entered into Membership Terms with you, both agreements operate alongside one another. These Terms govern locations outside the membership model. The Membership Terms govern locations within it. Neither supersedes the other, and clause 8.b does not displace the Membership Terms.
  2. These Terms, together with any written addendum under clause 3.c and, where applicable, the Membership Terms, are the entire agreement between us in relation to the Services and liability for Introduction Fees, and supersede all previous agreements on that subject.
  3. These Terms are with the company named under “You / Your”. Where the individual who accepted these Terms leaves that company, these Terms remain in force.
  4. Where you have your own terms and conditions with brokers or agents, these Terms prevail over them in respect of the Services.
  5. Notices must be in writing and may be given by email to hello@adaptworkspace.com and to the email address you have given us.
  6. Neither party may assign these Terms without the other’s written consent, except that we may assign to a group company or on a sale of our business.
  7. A waiver of any breach is not a waiver of any earlier or later breach of a like nature.
  8. If any provision is found unenforceable, the remainder continues in force.
  9. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
  10. A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.
  11. These Terms, and any dispute or claim arising out of them or the Services, including non-contractual disputes or claims, are governed by the law of England and Wales, whose courts have exclusive jurisdiction.

By completing registration you accept these terms.

hello@adaptworkspace.com