These terms

• Why you should read them. Please read these terms carefully before you sign up to our Services (as defined in clause 3.1). 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.
• For your ease of reference these terms and conditions have been divided into two parts:
  1. Part 1 the terms that apply generally to the whole of our relationship from you registering with us; and
  2. Part 2 terms that only apply when a Space Seeker is found.

PART 1

Information about us and how to contact us

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 2^nd Floor, 4 Beaconsfield Road, St.Albans, Hertfordshire, United Kingdom, AL1 3RD.
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.
3. How we may contact you. We may contact you via the platform, by telephone or by writing to you at the email address or postal address you provided to us when you signed up.

The Services

1. Acting as your agent. You appoint us as your agent to market and let the office space that you have registered with us (Property) to potential occupiers (Space Seekers) and to manage its letting (Services). We may market your property via 3rd party platforms and brokers if we consider it appropriate to do so.
2. No guarantee. You acknowledge that we cannot guarantee finding 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. Templates. We will require your use of the various Space32 template documents provided to you. 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 of how to use the template documents.
4. Minor changes to Property details. We reserve the right to make amendments to the marketing details of the Property:
   • to reflect changes in relevant laws and regulatory requirements should they occur; and / or
   • to implement minor technical adjustments and improvements, for example to address a security threat.
5. Suspension of Services. We shall be entitled to suspend the Services and the marketing of the Property if:
   • you enter into any agreement with or make any attempt to contact any Space Seeker except in accordance with these terms or makes any attempt to circumvent these terms; or
   • you are otherwise in breach of any of these terms.
6. Background and financial checks. We shall not be responsible for carrying out any background or financial checks on a Space Seeker, unless we agree to do so in writing on your behalf.

Non-circumvention

1. Agency. All viewings and negotiations with any potential Space Seeker introduced to you by or on behalf of us (including any brokers or third party platforms) must be managed through us. This does not prohibit you from marketing or advertising the Property with other agents for any other letting arrangement.
2. Non-circumvention. You shall not provide any contact details that would allow any Space Seeker to make contact with you directly and you shall not contact any Space Seeker except through us during the term of our engagement or for a period of 6 months after it ends.

Your obligations

You shall:

1. obtain and maintain, at your sole cost, all necessary licences, permissions, and consents from any third party to the letting or licence of the Property. We will not be liable for any costs, expenses, damages and/or losses which you may suffer or incur as a result of you not obtaining the necessary consents or permissions;
2. ensure that all information provided for the Property is true, complete and accurate; we will not carry out any checks on the Property;
3. promptly provide us with any further information as we may reasonably request in connection with the performance of our duties; and
4. co-operate with us in all reasonable matters regarding the Property, its marketing and letting and we will not be liable for any delay in marketing the Property where we are prevented or delayed from doing so by you.

Termination

1. You can always terminate our Services. You may terminate our Services provided that an agreement for the licence of the Property to a Space Seeker introduced by us has not been entered into by contacting us directly at info@space32.com. We shall use reasonable endeavours to action such a request upon 48 hours of our receipt of it. Do note however that any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination of our Services including clause 4.2 and clause 12.8 shall remain in full force and effect.
2. We may end the Services if you break these terms. We may terminate or suspend the Services immediately on giving notice in writing to you if you are in breach of your obligations in these terms.
3. We may end the Services at our convenience. We may terminate or suspend the Services at our convenience by giving not less than 7 days written notice to you.
4. Reservation of rights. Termination of our Services shall not affect the rights of either party in connection with any breach of any obligation under these terms which existed at or before the date of termination.

Data Protection

1. Personal Data. By signing up to our Services, you acknowledge that it 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 the Data in order to match you with Space Seekers.
2. Data Controller. You acknowledge that for the purposes of the Services we will be acting 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)). We confirm that we will at all times comply with its obligations under the Data Protection Legislation.
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 Data which are no less demanding than those imposed by these terms or required under the Data Protection Legislation.
4. Data Protection Legislation. we will:
   • not transfer any of Data outside of the European Economic Area;
   • notify you without undue delay on becoming aware of any breach of the Data Protection Legislation in connection with these terms;
   • on the written request of any data subject, delete their Data, unless you are required or permitted by law to keep it; and
   • maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Legislation.
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 its obligations under the Data Protection Legislation and will:
   • not transfer any of their data outside of the European Economic Area;
   • notify us without undue delay on becoming aware of any breach of the Data Protection Legislation in respect of their data;
   • on the written request of any Space Seeker, delete their personal data, unless you are required or permitted by law to keep it;
   • maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Legislation; and
   • not share their personal data with another person or entity.
6. Retention of your Data. We may retain your Data for a period of up to 3 years following the termination or expiry of these terms.
7. Marketplace Platform. You acknowledge that we shall have the right to read and monitor all messages and other communications on its marketplace platform between you and any Space Seeker.

Liability and Indemnity

1. We are not liable for losses. We shall not be liable 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 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:
   • any failure of a Space Seeker to pay the Licence Fee (as defined in clause 11.1 of Part 2) or any other payments that may be due;
   • any act or omission of a Space Seeker, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
   • any loss, injury, damage, expense or delay suffered by you as a result of entering into any agreement with a Space Seeker;
   • any loss of profit, loss of business, business interruption, or loss of business opportunity;
   • any special, indirect or consequential loss or damage;
   • the cost of paying any landlord or property owner for office space; or
   • any additional agency fees associated to marketing your space.
2. 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:
   • death or personal injury caused by our negligence;
   • our fraud or fraudulent misrepresentation; or
   • any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude its liability.
3. Maximum liability. Our maximum liability to you in connection with the Services shall be limited to the Charges (defined in clause 12.1) paid to us in any one year.
4. Indemnity. You shall indemnify us and keep us indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way incurred or suffered by us in connection with our proper performance of these terms.

Other important terms

1. We may transfer these terms to someone else. We may transfer its rights and obligations under these terms to another organisation and will give notice if it does this.
2. You need our consent to transfer your rights to someone. You may only transfer its rights or obligations under these terms to another person if we agree to this in writing.
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.
4. If a court finds part of this contract illegal, the rest will continue in force. If a court finds part of these terms 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.
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 it is required to do under these terms, or if we delay in taking steps against you in respect of any breach of these terms, that will not mean that you do not have to do those things and it will not prevent us from taking steps against you at a later date.
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. Neither party shall 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 party shall be able to claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
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.

PART 2

The letting

1. Finding a match. We will give you notice in the event that we find a Space Seeker matching your requirements for the Property. Subject to agreement on the terms:
   • you will enter into heads of terms with the Space Seeker in our standard form setting out the agreed terms for the letting. These heads of terms will remain subject to contract and (if applicable) subject to landlord consent;
   • if not already obtained, you shall obtain consent from your landlord (and any other third party as necessary) as soon as reasonably practicable and if necessary, engage legal representation;
   • unless your landlord prevents you from doing so, you will use our standard form agreement to enter into an agreement with the Space Seeker. The agreement between you and the Space Seeker for the grant of a licence to the Space Seeker to occupy the Property is the Licence Agreement. The Licence Agreement will, amongst other matters, identify the Property to be let and any other areas the Space Seeker will be entitled to use, include the duration of the agreement, the days on which the Space Seeker will occupy the Property, the Licence Fee and termination rights. If our standard Licence Agreement is not to be utilised then the form of the letting agreement shall be subject to our prior approval and you shall bear all associated costs;
   • save where your landlord prevents you from doing so, you will also use our standard form 1954 Act “Health Warning Notice”, Statutory Declaration and Landlord Side Letter;
   • you shall notify us in writing when a Licence Agreement has been entered into with a Space Seeker and a copy of the agreement will be provided to us via our requested process;
   • you shall if relevant, notify your insurers if the Property is licensed and ensure appropriate cover is in place; and
   • you shall prepare the Property as agreed with the Space Seeker prior to the start date and provide all infrastructure, switching actions, cleaning, security, internet, storage, access and other services as described within the Licence Agreement and the head of terms (between you and the Space Seeker), for the duration of the agreement. If the Space Seeker agrees to pay certain costs for the preparation of the Property then you shall be responsible for collecting those costs directly.
2. Responsibility for management service. We shall not be responsible for providing a full management service once the Property has been let to a Space Seeker.
3. Compliance with the terms. You shall comply fully with the terms of the Licence Agreement entered into with a Space Seeker.

Licence Fees and Advance

1. Payment of Licence Fee. We shall collect the fees payable under the Licence Agreement (Licence Fee) monthly from the Space Seeker and shall pay it over to you monthly (within 10 Working Days of collection) subject to deduction of any Charges and other expenses due to us. For the purposes of these terms, a Working Day will constitute any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England or Wales.
2. Failure to pay Licence Fee. If the Space Seeker fails to pay any sum when due, we may take such steps as we consider reasonable to collect such sums (including, but not limited to, instructing third party debt recovery agents) and any and all costs incurred by us in taking such steps shall be recoverable in full from you. We shall not be obliged to commence legal proceedings to recover any sums from the Space Seeker.
3. Payment of the Advance. The standard Licence Agreement provides for the payment equivalent to two month's Licence Fee plus VAT to be paid in advance (the Advance). We shall collect the Advance and hold it on your behalf.
4. Deductions. We shall be authorised to deduct our fees and expenses incurred by us in connection with the provision of the Services from the Licence Fee and the Advance.
5. Amount of repayment. Within five Working Days of the expiry or termination of the Licence Agreement, you shall confirm to us the amount of the Advance that should be repaid to the Space Seeker.
6. Repayment of the Advance. At the end of the term of the Licence Agreement, we shall deal with the Advance in accordance with the terms of the Licence Agreement and shall pay the Advance (or any portion of it) to the Space Seeker or you as required by the Agreement.
7. Interest. You agree that any interest earned on the Advance does not belong to you.
8. Disputes regarding the Advance. You shall use your best endeavours to resolve any dispute regarding the return of the Advance to the Space Seeker at the end of the Licence Agreement. We may at our sole discretion provide reasonable assistance to you and the Space Seeker in reaching an amicable resolution to any disputes regarding the return of the Advance.

Charges

We will charge you 15% of the Licence Fee payable each month under the terms of the Licence Agreement (Charges).

1. VAT. All Charges are expressed exclusive of VAT or other sales tax which shall be charged in addition.
2. No deductions. All Charges shall be paid in full, with no withholding, set-off or other deductions at all (except to the extent this cannot be excluded by law).
3. Collection of Charges. You authorise us to deduct the Charges from the monthly Licence Fee payable by the Space Seeker on the designated date for payment.
4. Interest on late payments. We may at our sole discretion be entitled to charge you interest on any overdue fees and charges at the rate of 8% above the Bank of England base lending rate (and if the base rate is less than 0 then the rate shall be 8%) from the date that the payment was due until the date of payment. [We may deduct interest due to us from the monthly Licence Fee payable by the Space Seeker.]
5. Suspension of Services. We shall be entitled to suspend the Services and the marketing of the Property if you or the Space Seeker fails to pay any sum due on time.
6. Other engagements. If we are engaged in connection with anything other than a renewal of the existing Licence Agreement with a Space Seeker (such as an enquiry by that Space Seeker for different space or larger space or a different number of days that can be met by you) that will be a separate contract between you and us for Services in connection with that enquiry. That separate contract will be on the same terms as these terms and conditions.
7. Non-circumvention fee. Where a Space Seeker is introduced to you by us and you enter into any agreement or arrangement with the Space Seeker for the occupation by the Space Seeker of office space (whether that is the Property that you have marketed with us under these terms or any other office space) within 6 months from the date of termination of our Services, you will be liable to pay us the Charges (assuming a 12 month term of occupation).
8. Keeping us informed. You shall notify us in writing within 2 Working Days if your Licence Agreement is terminated or if you agree to an extension or a new Licence Agreement with the Space Seeker.
9. Raising a dispute.In the event of any dispute over the introduction of a Space Seeker by us to you and whether the Charges are payable in respect of such introduction:
   • you shall raise the dispute with us immediately (and in any event within 48 hours) on becoming aware of this by emailing info@space32.com; and
   • you shall provide evidence where required by us that the Space Seeker was introduced from another source before the Property was marketed with us.