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 all information provided by You to Us for inclusion in Your Listing;
Customer means a client Introduced to You by Us;
Customer Licence means a licence or similar agreement (but not a lease) for the provision of Workspace entered into between You, (or Your affiliates or franchisees) and the Customer;
Customer Personal Data means all personal data relating to a Customer or Customer personnel made available by Us to You in connection with the Services;
Data Protection Legislation means all applicable laws relating to data protection, privacy and/or electronic communications in force from time to time including (without limitation) the EU
General Data Protection Regulation 2016/679 (GDPR) and any implementing laws in EU member states, the UK GDPR, the UK Data Protection Act 2018 and the UK Privacy and Electronic Communications (EC
Directive) Regulations 2003 (as amended), and any amending or replacement legislation from time to time;
The terms “controller”, “data subject”, “processor”, “personal data”, “personal data breach”, “processing” and “supervisory authority” shall have the same meanings they are given in the UK GDPR;
Due Date means within 28 days of the date of the invoice;
Data Transfer Addendum means the Addendum to these Terms available at https://www.instantoffices.com/en/data-transfer-addendum which includes, tailors and supplements Module 1 of the Standard Contractual Clauses and which is incorporated by reference into these Terms;
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;
Introduction Fee means an amount equal to 10% of the Workspace Fees exclusive of any applicable sales tax (e.g. VAT, GST etc) (if applicable) (unless otherwise agreed in writing);
Introduce/Introduction/Introduced means all introductions 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 promptly that it came from another source prior to Us sending You the referral;
Listing means all data and information relation to Your Workspace as it as it appears on Our Sites;
Market Data means the data of addresses, providers, locations, premises, facilities and pricing of Workspace available;
Protected Region means the region comprising the UK, Switzerland and the European Economic Area;
Representatives means directors, officers, employees, agents, professional advisors, or sub-contractors;
Services means any lead generation, listing services and customer support services provided to You;
Sites means instantoffices.com, coworker.com and easyoffices.com (and any local/regional website);
Standard Contractual Clauses means the EU Standard Contractual Clauses annexed to Commission Implementing Decision (EU) 2021/914
Tax means any applicable sales tax due (e.g. VAT, GST);
Terms means these Global Operator Standard Terms and Conditions
Us / We / Our means the entity determined in accordance with Schedule 1;
Workspace means an office or office building anywhere in the world which is fully equipped, managed, typically shared with other users within the building and which is licensed (but not leased) to such users for a pre- agreed term, including but not limited to serviced offices, co-working space, business centers, and executive suites;
Workspace Fees means the amount payable by the Customer to You in respect of each Customer Licence during the first 12 months calculated from the start date of each Customer Licence, including any expansions, renewals or additional space taken by the Customer in respect of the relevant Workspace within the first 12 months (and thereafter as agreed); and
You / Your means the provider of the Workspace;
- 1. Listing
- 1.1 You warrant that You are authorised to list the Workspace on Our Sites and legally entitled to grant Customer Licences of such Workspace.
- 1.2 You may upload Content to Our Sites 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 safe Sites; and
- 1.3 We shall refer to You all enquires We receive in respect of a Listing.
- 1.4 In order that We can run this platform successfully, You agree that You will:
- 1.4.1 confirm receipt of all Introductions to Us.
- 1.4.2 be responsible for conducting timely Customer viewings/tours of the Workspace with the Customer; and
- 1.4.3 notify Us as soon as You enter into an Customer Licence with a Customer We have Introduced.
- 1.5 You agree that We may market all Workspaces 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.
- 2. Introduction Fee
- 2.1 Where a Customer Licence is entered into with a Customer We have Introduced, You agree to pay Us an Introduction Fee. We shall invoice You for the Introduction Fee and You shall pay Us for each invoice by the Due Date using an Acceptable Payment Method.
- 2.2 If any Tax is payable in respect of the Services You shall, on receipt of a valid Tax invoice from Us, pay to Us such additional amounts in respect of Tax as are chargeable on the supply of the Services on the Due Date
- 2.3 If You fail to pay any amount by 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.
- 2.4 In the event of termination of these Terms by either You or Us for any reason You agree (i) all outstanding Introduction Fees will be immediately due and payable in full; and (ii) Introduction Fees shall continue to be due by You in respect of any Introductions made by Us during the term of these Terms.
- 2.5 Sale of a Workspace to new owner(s) shall render all Introduction Fees in respect of such Workspace immediately due and payable by You. It is Your responsibility to promptly tell Us in writing of such sale.
- 3. Rights of Use / IPR
- 3.1 We agree that You shall retain all pre-existing IPR in the Content. You give Us an unlimited royalty free licence to host, use, store, copy, modify, to distribute and make the Content available to third parties and partners to perform the Services.
- 3.2 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.
- 3.3 Content with Us and the receipt and use of the Content by Us in accordance with these Terms shall not infringe the intellectual property rights of any third party.
- 3.4 Any and all IPR We develop during our provision of the Services, including in any Listing shall belong to Us and You assign such rights to Us.
- 4. Data Protection
- 4.1 Each party processes Customer Personal Data as an independent Controller. Each party shall comply with its respective obligations under the Data Protection Legislation.
- 4.2 You shall process Customer Personal Data only as is necessary in order to take steps to enter into a Customer Licence (“Agreed Purpose”). You shall not add any Customer contact details to your direct marketing database or process Customer Personal Data for direct marketing purposes.
- 4.3 You shall at all times have in place appropriate technical and organisational security measures to prevent unauthorised or unlawful processing of Customer Personal Data, and the accidental loss or destruction of, or damage to, Customer Personal Data.
- 4.4 Except to the extent required otherwise by the Data Protection Legislation, You shall delete Customer Personal Data upon Our reasonable request, and shall not retain Customer Personal Data for longer than is necessary for the Agreed Purpose and in any case no longer than 9 months from the closure of the Introduction if You have not concluded a Customer Licence with the Customer. You will provide evidence of such deletion upon Our request.
- 4.5 Each party shall provide reasonable assistance and cooperation to the other in respect of its compliance with the Data Protection Legislation relating to the processing of Customer Personal Data. In particular:
- 4.5.1 if We receive a request from a Customer seeking to exercise their rights under the Data Protection Legislation (including where a Customer wishes to opt out of receiving communications from You), We shall inform You and You shall promptly take all steps and provide all information to Us that is necessary to give effect to the Customer’s request. You shall promptly notify Us about the receipt of any data subject rights request You receive from a Customer relating to Customer Personal Data; and
- 4.5.2 You shall notify Us without undue delay in the event of an actual or suspected personal data breach affecting Customer Personal Data. Such notification shall include, as available to You, a detailed description of the nature of the breach (including the categories of personal data involved and approximate number of Customers involved), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
- 4.6 If We are required to deal or comply with any request, assessment, enquiry, notice or other investigation by a supervisory authority in respect of Customer Personal Data, You shall promptly and at Your own cost, provide all reasonable co-operation and assistance requested by Us, to enable Us to comply with such request, assessment, enquiry, notice or investigation.
- 4.7 If You are located outside the Protected Region and We transfer Customer Personal Data to You in circumstances where the GDPR, UK GDPR or Switzerland's Federal Act on Data Protection apply (and where You are not located in a country or territory that is recognised under applicable Data Protection Legislation as providing adequate protection of personal data), the transfer shall be governed by the terms of the Data Transfer Addendum. To the extent that there are any onward transfers of Customer Personal Data by You, You shall ensure that appropriate safeguards are in place (such as the Standard Contractual Clauses) in order to comply with the requirements of the Data Protection Legislation
- 4.8 The provisions in this clause shall survive the termination of these Terms or the Services.
- 5. Liability – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
- 5.1 Nothing in these Terms limits or excludes any liability for:
- 5.1.1 death or personal injury caused by negligence;
- 5.1.2 fraud or fraudulent misrepresentation; and/or;
- 5.1.3 any other matter which cannot be limited or excluded by law.
- 5.2 Subject to clause 5.1, We shall not be liable to You, whether in contract, tort (including negligence), under a warranty, indemnity, breach of statutory duty, misrepresentation, restitution or otherwise, for any loss of profit, loss of revenue or turnover, loss of anticipated savings, wasted expenditure, loss of contract, loss of business opportunities, loss of business, loss of data, loss or interruption of use, or cost to procure substitute technologies, goods or services, damage to goodwill or reputation (whether any of the foregoing losses are direct or indirect) or for any indirect or consequential losses, whether or not We have been advised of the possibility of the loss arising.
- 5.3 Subject to clause 5.1 and clause 5.2, Our total aggregate liability to You for any claims or causes of action arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise (including under any indemnity), will not exceed an amount equal to the Introduction Fees paid by You in the 12 months preceding the event giving rise to the liability.
- 5.4 Except as expressly stated in these Terms, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including in respect of fitness for purpose and suitability) are hereby excluded to the fullest extent permitted by law.
- 6. General
- 6.1 Termination. These Terms shall be terminable with immediate effect by either party on the giving of written notice to the other. 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
- 6.2 Confidentiality. Each party undertakes that it shall not at any time both during these Terms and for a period of 5 years thereafter, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party except: (a) with written consent from the disclosing party; (b) to its Representatives who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under these Terms. Each party shall ensure that its Representatives to whom it discloses the other party’s confidential information copy with this clause 6.1; or (c) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Terms. Each party shall keep the confidential information secret, safe and secure using no less than reasonable care. Confidential information does not include information which is: (i) in the public domain, or already in the possession of the receiving party (other than through breach of these Terms) or (ii) obtained from a third party who is free to divulge such information.
- 6.3 Compliance. You agree to comply with all applicable laws, regulations, codes or guidelines including those relating to (i) anti- bribery and anti-corruption, including but not limited to the UK Bribery Act and the Foreign Corrupt Practices Act 1977 in respect of the receipt of the Services (ii) anti-slavery 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.
- 6.4 Capacity. You warrant, represent and undertake that You have full capacity and authority to enter into and perform Your obligations under these Terms.
- 6.5 Variation. We reserve the right to amend these Terms at any time for reasons relating to legal or regulatory compliance.
- 6.6 No agency. We provide the Services to You as an independent contractor and not as agent, partner or employee of You.
- 6.7 Waiver. A delay in exercising or failure to exercise a right or remedy under or in connection with these Terms will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy or default
- 6.8 Severability. If any provision of these Terms is held by any court or other competent authority to be invalid, void or unenforceable in whole or in part, it shall be deleted but the other provisions in these Terms and the remainder of the affected provision shall continue to be valid and remain in force.
- 6.9 Entire agreement. These Terms constitute the entire agreement between the parties. Each party acknowledges that in entering into these Terms, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
- 6.10 Third party rights. No person or third parties other than the parties will have any rights to enforce these Terms.
- 6.11 Governing law and jurisdiction. 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.
- Schedule 1
|Location of Workspace||Contracting Entity||Contact Information|
|North and South America||Instant Offices Holding Inc||21 West 46th Street (Suite 502) New York NY 10036|
|India||Instant Offices Business Solutions India Limited||Level 9, Raheja Towers, 2 Mahatma Gandhi Road, 6-27 Bengaluru, Bangalore-560001 Karantaka|
|China||Instant Managed Offices China Ltd||Room 205, West Area 2nd Floor, 707 Zhang Yang Road, Shanghai|
|South Africa||Property Solutions Africa||Building 3, Boulevard West, 142 Western, Services Road, Woodmead, Gauteng, 2196|
|Sweden||Objektia AB (YTA)||Objektia AB Box 324, 116 74 Stockholm|
|ROW||Instant Offices Limited||The Blue Fin Building, 110 Southwark Street, London SE1 0TA|
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