Space Three Two

Account

Provider Terms & Conditions

Please ensure you read this section below before continuing. All Space Providers must accept the terms and conditions below before you can continue.

1 THESE TERMS

1.1 What these terms cover. These are the terms and conditions on which we operate and provide our services (Services) to you.

1.2 Why you should read them. Please read these terms carefully before you sign up to our Services. By accessing, browsing and signing up to our Services, you agree to have read, understood and consented to the terms and conditions set out below.

2 INFORMATION ABOUT US AND HOW TO CONTACT US

2.1 Who we are. We are SPACETHREETWO LTD a company registered in England and Wales. Our company registration number is 12567562 and our registered office is at 33 Friern Road, London, England, SE22 0AU.

2.2 How to contact us. You can contact us on our website, via email at info@space32.com or by telephone on 0203 727 4411.

2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us when you signed up.

3 THE SERVICES

3.1 Signing Up. By registering for our Services, you will be able to market your office space (Space) to potential occupiers introduced by or through us (Space Seekers) to share your Space on allocated days each week (Hybrid Office Timesharing). We will market your Space on our website. You agree to us marketing your Space via 3 rd party platforms if we consider it appropriate to do so.

3.2 Hybrid Office Timesharing. When providing us with the details of your Space you must provide us with at least one Hybrid Office Timesharing option of less than five days per week.

3.3 No guarantee. We cannot guarantee finding you a Space Seeker or the suitability of any Space Seeker and you accept and agree that we give no warranty as to the suitability of any Space Seeker. We will not verify if, and cannot guarantee that, all information provided by a Space Seeker regarding their situation is accurate, complete or correct.

3.4 Templates. We will make available to you various template documents which may assist you in requesting consent or permission to share your Space, where necessary. These templates do not constitute legal advice and are made available to you by us with no liability. You should seek expert legal or property advice if you are unsure how to use the template documents.

4 NON-CIRCUMVENTION

4.1 Agency. All Hybrid Office Timesharing viewings and negotiations with any potential Space Seeker introduced to you by us must be managed through our Services. This does not prohibit you from marketing or advertising your Space with other agents for any other purpose.

4.2 Non-circumvention. You shall not provide any contact details that would allow any Space Seeker to make contact with your directly. You will not contact any Space Seeker directly except through our marketplace platform and all initial viewings shall be arranged through our marketplace platform. If you enter into further discussions with a potential Space Seeker you will keep us informed as to progress including whether you enter into any agreement with that potential Space Seeker (whether for the Space marketed with us or otherwise).

5 YOUR RESPONSIBILITIES

5.1 Complying with your current lease. It is your responsibility to ensure that you do not breach the terms of your current lease or licence by either marketing your Space through us or entering into an agreement with a Space Seeker for Hybrid Office Timesharing (Hybrid Office Timesharing Agreement). You must obtain and maintain all necessary licences, permissions and consents and the costs of these licences, permissions and consents must be borne by you. We will not be liable for any costs, expenses, damages and/or losses which you suffer as a result of you not obtaining the necessary consents or permissions.

5.2 Details of the Space. We will not carry out any checks to your Space being so you must ensure that all information you provide for your Space is complete and accurate. We may request you to provide us with further information as we reasonably require in order to list your Space. You agree to co-operate with us in all reasonable matters regarding your Space and its marketing. We will not be liable for any delay in marketing your Space where we are prevented or delayed from doing so by you.

5.3 Removal of the Space. We reserve the right to remove or not market any Space, details of which, in our opinion, is unreasonable, constitutes discrimination or contains defamatory information, and we shall have no liability to you in this regard.

5.4 Virus and malware. You shall not store, distribute, introduce or transmit any viruses, malware, or any other similar thing or device that is illegal or causes damage to our network and information systems.

5.5 Space Seeker checks. It is your responsibility to carry out any background or financial checks on a Space Seeker, which you think are necessary, prior to entering into any contract with a Space Seeker.

5.6 Missed payments. It is your responsibility to collect rent and any other sums that may be due from the Space Seeker to you under the Hybrid Office Timesharing Agreement. We do not guarantee or make any warranty as to the financial suitability of any Space Seeker and we shall not be responsible for any missed payments which are due from the Space Seeker to you.

5.7 Eligibility. In the event that you intend to enter into a Hybrid Office Timesharing Agreement in your personal capacity, you must be at least 18 years of age.

5.8 Marketplace platform. You will be given access for one user (if part of a larger group and several Spaces are marketed you may be given access to one user for each Space listed) to our marketplace platform. You will make sure that each user keeps a secure password for their use of our marketplace platform and will use your reasonable endeavours to prevent any unauthorised access.

6 OUR RIGHTS

6.1 Minor changes to Space details. We reserve the right to make amendments to the marketing details of your Space:

6.1.1 to reflect changes in relevant laws and regulatory requirements should they occur; and / or

6.1.2 to implement minor technical adjustments and improvements, for example to address a security threat.

6.2 Suspension of listings. We shall be entitled to suspend your access to the Services, the marketplace platform and your marketing of the Space (and any other office space) if:

6.2.1 you fail to pay us any sum due on time;

6.2.2 you make any attempt to market your Space for Hybrid Office Timesharing other than through us during the three month exclusivity period mentioned in clause 4.1;

6.2.3 you enter into any agreement with or make any attempt to contact any Space Seeker except in accordance with this Agreement or make any attempt to circumvent this Agreement; or

6.2.4 you otherwise are in breach of any term of this Agreement.

7 YOUR SPACE

7.1 Finding a match. When we have found a suitable Space Seeker matching your requirements for your Space you agree to sign a proposal which will set out the agreed terms for Hybrid Office Timesharing. This proposal will remain subject to contract and (if applicable) subject to landlord consent.

7.2 Hybrid Office Timesharing Agreement. Your Hybrid Office Timesharing Agreement will, amongst other matters, include the duration of the agreement, the days on which your Space Seeker will occupy the Space, the Hybrid Office Timesharing Fee and termination rights.

7.3 Details of the Hybrid Office Timesharing Agreement. You will tell us when you have entered into a Hybrid Office Timesharing Agreement with a Space Seeker and will give us details of your Hybrid Office Timesharing Agreement. A copy of the agreement shared with us via our requested process.

7.4 Preparing your Space. You will prepare your Space as agreed with your Space Seeker prior to the start date and provide all infrastructure, switching actions, security, internet, storage, access and other services as described within the Hybrid Office Timesharing Agreement for the duration of the agreement. If your Space Seeker agrees to pay certain costs for the preparation of your Space then you shall be responsible for collecting those costs directly.

7.5 Changes. You will share with us details of any changes to your Hybrid Office Timesharing Agreement including any extension of the term) via our requested process.

8 DEPOSIT

8.1 Holding a deposit. On signing the Hybrid Office Timesharing Agreement you may collect a deposit from your Space Seeker to the value stated in the signed Heads of Terms and you shall hold the deposit as trustee for your Space Seeker in a separate deposit account in your name.

9 PAYMENT AND FEES

9.1 Our fees. Our fees are calculated as a percentage of the Hybrid Office Timesharing fee set out in your Hybrid Office Timesharing Agreement (Hybrid Office Timesharing Fee). These are for each Space Seeker who enters into a Hybrid Office Timesharing Agreement either payable in advance in accordance with clause 9.2 or payable monthly in accordance with clause 9.3.

9.2 Fees payable in advance (Advance Fee). We will charge you:

9.2.1 10% of the Hybrid Office Timesharing Fee due in respect of the first 12 months (or if your Hybrid Office Timesharing Agreement is for a period less than 12 months (calculated as the total of any fixed period and any applicable notice period) then 10% of the total Space Time Sharing Fee due over the term of the agreement); and

9.2.2 We shall be entitled to invoice you for the Advance Fee on and from the date you exchange contracts with your Space Seeker and you shall pay the Advance Fee in full within 28 days of the date of our invoice.

9.3 Fees payable monthly (Monthly Fee). We will charge you 15% of the Hybrid Office Timesharing Fee payable each month under the terms of the Space Hybrid Office Timesharing Agreement up to a maximum of 12 months. We will invoice you monthly in advance and you will pay the Monthly Fees in full on 1 st day of each month by standing order unless we otherwise agree.

9.4 Extensions. If your Hybrid Office Timesharing Agreement has a term of less than 12 months (or in the case of an Advance Fee the amount was calculated by reference to a period of less than 12 months) but is subsequently extended to 12 months or more in aggregate (or in the case of an Advance Fee, the Hybrid Office Sharing Agreement did not terminate after the relevant period that was used to calculate the fee) we will charge you an additional fee under clause 9.2 or 9.3 as applicable so that the Advance Fee or the Monthly Fee as the case may be is charged for the whole of the first 12 month period.

9.5 VAT. Our fees exclude VAT or other sales tax which shall be charged in addition.

9.6 No deductions. All payments made by you shall be in full, with no withholding, set-off or other deductions at all (except to the extent this cannot be excluded by law).

9.7 Interest. If you fail to pay us any sum when due we shall be entitled to charge youinterest at the rate of 8% above the Bank of England base lending rate (and if the base rate is less than 0 then we may charge you interest at 8%) from the date that the payment was due until the date it is received by us.

9.8 Rebate: In the event that any Hybrid Office Sharing Agreement between you and your Space Seeker is terminated early by reason of the Space Seeker’s breach of contract so that you suffer a shortfall in the rent that would otherwise have been due to you for the remainder of the contractual term of the agreement and provided that there is no unresolved legal challenge between you and the Space Seeker then:

9.8.1 if you have paid an Advance Fee we shall repay you that amount of the feethat relates to each remaining complete month of the Hybrid Office Sharing Agreement (e.g. a six month Hybrid Office Sharing Agreement which your Space Seeker leaves after 4.2mths - we will refund you 1/6 of the Advance Fee);

9.8.2 If you are paying the Monthly Fee we shall waive the fee due in respect of each remaining complete month of the Hybrid Office Sharing Agreement (e.g. a six month Hybrid Office Sharing Agreement which your Space Seeker leaves after 4.2mths - we will waive the Monthly Fee in the sixth and final month).

9.9 Non-circumvention Fee. Where a Space Seeker is introduced to you by us and you enter into a contractual agreement with them for the occupation by them of office space (whether that is the Space that you have listed or any other office space) within [12 months of that introduction (regardless of whether or not you are signed up to the Services) you will be liable to pay us the Hybrid Office Timesharing Fee.

9.10 Keeping us informed. You shall notify us within 2 working days if your Hybrid Office Timesharing Agreement is terminated or if you agree an extension or a new Hybrid Office Timesharing Agreement with your Space Seeker.

10 CANCELLATION OF SERVICES

10.1 You can always cancel our Services. You can cancel the Services 90 days after you have signed these terms. If for any reason, after this time and prior to completing a Hybrid Office Timesharing Agreement, you decide that you do not want to continue with the Services, you can cancel them by contacting us directly atinfo@space32.com.

10.2 We may end the Services if you break these terms. If you do not fulfil your obligations set out in these terms we may suspend or cancel the Services.

11 YOUR DATA

11.1 Personal Data. By signing up to our Services, you acknowledge that you will be required to provide us with various information that may include personal data ("Data"). You acknowledge and agree that Data may be shared with Space Seekers and with other agents who will review your Data in order to match you with Space Seekers.

11.2 Data Controller. You acknowledge that for the purposes of the Services we will be treated as a data controller under the relevant UK data protection legislation (which includes the General Data Protection Regulation, the Data Protection Act 2018, the Privacy and Electronic Communications Directive and the Privacy and Electronic Communications Regulations 2003 as amended ("Data Protection Legislation")) and we will at all times comply with our obligations under the Data Protection Legislation.

11.3 Data Sharing. We shall only share Data for the purposes of the Services and to those third parties who are subject to written contractual obligations concerning your Data which are no less demanding than those imposed by these terms or required under the Data Protection Legislation.

11.4 Data Protection Legislation. We will:

11.4.1 not transfer any of Data outside of the European Economic Area;

11.4.2 notify you without undue delay on becoming aware of any breach of the Data Protection Legislation;

11.4.3 on the written request of any data subject, delete their Data, unless we are required or permitted by law to keep it; and

11.4.4 maintain complete and accurate records and information to demonstrate our compliance with the Data Protection Legislation.

11.5 Data from Space Seekers. Should you receive any personal data from any Space Seeker in connection with the Services, you acknowledge and agree that you will comply with all your obligations under the Data Protection Legislation and will

11.5.1 not transfer any of their data outside of the European Economic Area;

11.5.2 notify us without undue delay on becoming aware of any breach of the Data Protection Legislation in respect of their data;

11.5.3 on the written request of any Space Seeker, delete their personal data, unless you are required or permitted by law to keep it;

11.5.4 maintain complete and accurate records and information to demonstrate your compliance with the Data Protection Legislation; and

11.5.5 not share their personal data with another person or entity.

11.6 Retention of your Data. Where you decide to cancel our Services, we shall retain your Data for a period of 3 years. If you do not want us to retain your Data, you can request that we destroy it in accordance with clause 11.4.3 above.

11.7 Marketplace platform. You acknowledge that we shall have the right to read and monitor all messages and other communications on our marketplace platform between you and any Space Seeker.

11.8 Communication between us. We may contact you by phone, by email, by post, by sending you an SMS text message or through our marketplace platform and you agree to provide us with all the relevant contact details for the person that you nominate as your primary contact.

12 OUR LIABILITY

12.1 Your interests. We confirm that in providing the Services, we are not aware of anything which will cause any detriment to your interests.

12.2 We are not liable for losses. We shall not be liable to you for any loss, injury, damage, expense or delay incurred or suffered by you arising directly or indirectly from or in any way connected with the Services, unless such loss, damage, costs or expenses are the direct result of our negligent acts or omissions. In particular, we will not be liable for any loss, injury, damage, expense or delay arising from, or in any way connected with:

12.2.1 any failure of a Space Seeker to make Payments to you;

12.2.2 any act or omission of a Space Seeker, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;

12.2.3 any loss, injury, damage, expense or delay suffered by you as a result of you entering into an agreement with a Space Seeker;

12.2.4 any loss of profit, loss of business, business interruption, or loss of business opportunity; or

12.2.5 the cost of paying any landlord or property owner for office space.

12.3 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for:

12.3.1 death or personal injury caused by our negligence;

12.3.2 fraud or fraudulent misrepresentation; or

12.3.3 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

13 OTHER IMPORTANT TERMS

13.1 We may transfer this Agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.

13.2 You need our consent to transfer your rights to someone. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

13.3 Nobody else has any rights under this contract. These terms are between you and us. No other person shall have any rights to enforce any of these terms.

13.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

13.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

13.6 These terms are the only agreement between you and us. These terms supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, which relate to the subject matter of these terms. You acknowledge that in signing up to the Services you do not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Neither you nor we shall be able to claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

13.7 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English and Welsh law and you can bring legal proceedings in respect of the Services in the English and Welsh courts.

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