Broker Agreement - Terms

THE OFFICE GROUP LIMITED (Company registration number 05998248)

BROKER AGREEMENT - TERMS

Subject to the terms and conditions of this broker agreement ("Agreement"), The Office Group shall pay Commission to you as a Broker ("you") in consideration for each Introduction of a Qualifying Referral that results in the execution and acceptance of a New Product Agreement. To be eligible to receive Commission under this Agreement, you must acknowledge and accept this Agreement by signing and returning the Broker Acceptance Form.

1. Definitions

2. Introductions

2.1 Each Broker is appointed on a non-exclusive basis to identify Prospective Clients and make Introductions.

2.2 A Broker must provide The Office Group Sales Representative with the following details in respect of each Prospective Client to [email protected]:

2.2.1 at least two of the following; individual's name and entity name/trading name as applicable and email address;

2.2.2 description of business;

2.2.3 number of desks required;

2.2.4 an estimated budget, term length and occupation date that the Prospective Client is considering;

2.2.5 proposed purpose for occupying the Space;

2.2.6 confirmation that the Prospective Client has consented to the Introduction; and

2.2.7 any additional information in respect of the Prospective Client as The Office Group may reasonably request from time to time,

the "Introduction Request".

2.3 A Prospective Client will not be considered for viewing if any of the information in the Introduction Request is omitted or incomplete.

2.4 Where The Office Group has instructed multiple brokers to arrange viewings on their behalf, The Office Group shall accept the first viewing scheduled. If however the Prospective Client does not attend the viewing or cancels, either before or after the date booked, the broker shall have 24 hours to reschedule the viewing before another broker may submit an Introduction Request and arrange a viewing.

2.5 The Office Group may in its reasonable discretion elect to decline or renegotiate any offers or Prospective Clients referred by a Broker. In the event that The Office Group does elect to decline an offer The Office Group shall be under no obligation to pay any Commission (nor shall this be due) and The Office Group shall incur no liability of any kind to the Broker in this respect.

3. Acceptance of introduction request

3.1 Following submission of an Introduction Request, The Office Group shall confirm as soon as reasonably practicable by email whether the Prospective Client is a "Qualifying Referral".

3.2 Subject to our sole discretion, Prospective Clients shall not be a Qualifying Referral if they have:

3.2.1 been the subject of a previous Introduction Request;

3.2.2 an existing contractual relationship with us;

3.2.3 have received a tour, demonstration or presentation (as appropriate) of a Space (or related services), within the twelve (12) week period prior to the Introduction Request;

3.2.4 have previously been a Member within the last 12 months or are an Affiliate of a Member; or

3.2.5 currently employed or engaged by The Office Group;

3.2.6 have not completed a viewing and are subsequently referred by another broker. For the avoidance of doubt the secondary broker who completes a viewing will be eligible for Commission.

3.2.7 where the 24 Hour Rule is applied in favour of another broker.

4. Commission and fees

4.1 A Broker will be eligible to receive Commission if a Qualifying Referral:

4.1.1 has satisfied all KYC requests made by The Office Group; and

4.1.2 completes a New Product Agreement (for the avoidance of doubt completion shall only be effective once both parties have signed the New Product Agreement and a deposit has been received by The Office Group.

within 6 months of the relevant Introduction Request or until such date that the lead is set to lost by The Office Group

4.2 The Commission payable shall be an amount equal to a percentage of the Fee, less relevant deductions, agreed at the date of execution in accordance with the Commission Schedule set out at Appendix 1 (the "Commission").

4.3 The Office Group provides no guarantee regarding the length of a New Product Agreement and for the avoidance of doubt, shall have no obligation to pay Commission following termination of a New Product Agreement (by either The Office Group or a Qualifying Referral).

4.4 If any New Product Agreement is terminated earlier that its initial commitment term, the Broker shall only be entitled to receive Commission for the duration of the New Product Agreement actually completed and paid forby the Qualifying Referral. The Office Group shall have no obligation to pay any Commission following such termination. Where Commission has been paid in advance, the Broker shall provide a credit note to The Office Group which reflects a pro-rata refund of the Commission paid.

4.5 The Office Group may in its reasonable discretion adjust or vary the Fee from time to time in accordance with the terms of the relevant New Product Agreement and following prior written notice to a Broker. Any upwards adjustments shall not cause there to be a proportionate increase in the Commission payable to a Broker.

5. Payment

5.1 The Office Group shall issue a statement to the Broker within thirty (30) Business Days of the date on which the New Product Agreement is executed by the Qualifying Referral, setting out the:

5.1.1 applicable Licence Fee; and

5.1.2 Commission due and payable (and the appropriate payment cycle),

the"Commission Statement".

5.2 The Broker shall raise an invoice or invoices in the form reasonably requested by The Office Group (as applicable) for the Commission payable in accordance with the Commission Statement together with any applicable VAT, noting that if a Qualifying Referral moves into a Space during the middle of a month, the first month Residency Fee (and Commission) shall be pro-rated accordingly.

5.3 Where Commission is payable based on an initial commitment term, The Office Group shall make such payment within thirty (30)days, from the date of the relevant invoice.

5.4 All payments shall be made by The Office Group to the Broker's designated bank account. Failure to provide The Office Group with accurate bank account details and/or keep such details up-to-date may result in the delay of such payment, for which The Office Group shall not be responsible.

5.5 If any dispute arises as to the amount of Commission payable by The Office Group to the Broker, the same shall be referred to The Office Group’s Head of Sales and their decision shall be final and binding.

6. Obligations of brokers

6.1 The Broker warrants and represents to The Office Group that it shall:

6.1.1 act diligently and not permit a conflict of interest to arise pursuant to its obligations under this Agreement;

6.1.2 use best endeavours to make Introductions and actively seek to secure New Product Agreements with Prospective Clients;

6.1.3 provide timely updates of progress made with Qualifying Referrals;

6.1.4 provide any relevant information in respect of the Prospective Clients and / or Qualifying Referrals as The Office Group may reasonably request; and

6.1.5 comply with all Applicable Law, including, without limitation, applicable anti-bribery and anti-corruption laws.

6.2 The Broker undertakes not to:

6.2.1 negotiate nor enter into any contract or commitment, nor incur any liability on The Office Group's behalf;

6.2.2 engage in any deceptive, misleading or unethical practices which may have a detrimental effect on The Office Group's business or Services;

6.2.3 make any misleading representations, warranty or guarantee regarding The Office Group's business, Space or Services;

6.2.4 publish, use or cooperate in the publication or use of, any misleading or deceptive advertising material relating to The Office Group's business or Services;

6.2.5 make any representations with respect to the relationship between the Parties other than for the purpose of fulfilling respective obligations under this Agreement;

6.2.6 assign a licence to any third party granting them the right to resell The Office Group's Services;

6.2.7 solicit or endeavour to entice away from The Office Group any employee for the duration of this Agreement;

6.2.8 directly or indirectly solicit the business of any The Office Group client, for your own benefit or the benefit of any other person;

6.2.9 persuade or induce (either directly or indirectly) any The Office Group client to terminate or to elect not to renew subsisting agreements with The Office Group; or

6.2.10 Directly or indirectly bid on, buy or otherwise utilise any keywords or search terms containing The Office Group Limited or any of their Group companies IP or names, marks, or logos that are confusingly similar in order to generate sponsored links or targeted ads through any internet based advertising programs or search engines, including, but not limited to, the Google Ad Words program, regardless of whether or not the IP appears in the sponsored link or targeted advertisement or engage in any activity that is intended or is likely to result in higher search engine rankings for a website or any page relative to The Office Group’s website or websites;

7. Obligations of the The Office Group

7.1 The Office Group shall:

7.1.1 not be responsible for any expenses incurred by the Broker in relation to an Introduction unless such expenses have been previously agreed in writing withThe Office Group; and

7.1.2 have no obligation to pursue any Introduction made by a Broker or enter into a New Product Agreement with any Qualifying Referral.

8. Confidentiality

8.1 Each party shall (and shall procure that is employees shall) keep confidential and not disclose:

8.1.1 any Confidential Information; or

8.1.2 the contents of any other agreement or arrangement contemplated by this Agreement,

which in each case each party may from time to time receive or obtain as a result of entering into or performing its obligations under this Agreement.

8.2 Not withstanding the restrictions imposed by Clause 8.1 each party may disclose Confidential Information to the extent:

8.2.1 the other party have granted prior written consent to such disclosure;

8.2.2 it has become available in the public domain through no fault of the receiving party; or

8.2.3 required by law, a court of competent jurisdiction or any governmental or regulatory authority, save that the receiving party shall promptly inform the disclosing party of such requirement and shall have due regard to any reasonable request regarding the content and timing of such disclosure (to the extent permitted by law).

9. Data protection

9.1 The Office Group will collect, process, transfer and secure personal data about you pursuant to the terms of our Privacy Policy (appended to this Agreement and available on the The Office Group websites) and in accordance with applicable Data Protection Legislation.

10. Limitations on liability and indemnification

10.1 To the fullest extent permitted by law, neither party (and its employees or other representatives) shall be liable whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit, sales, revenue or business; loss or damage to good will; loss of agreements or contracts; or any loss that is an indirect consequence of any act or omission by either party under this Agreement.

10.2 Notwithstanding the foregoing, either party’s liability in respect of all other loss or damage arising under or in connection with this Agreement shall not in any case exceed an amount equal to the Commission paid by The Office Group in the year prior to any liability arising.

11. Term and termination

11.1 This Agreement shall commence on the earlier of the 21st October 2022. By continuing to send Introduction Requests or continuing to progress negotiations for a New Product Agreement in respect of the Portfolio on or after the 21st October, you shall be deemed to have accepted these terms. The Agreement shall continue thereafter, unless terminated earlier by either party giving the other party ninety (90) days' written notice to terminate.

11.2 Notwithstanding the foregoing, The Office Group may, at its sole discretion, terminate this Agreement on notice with immediate effect if:

11.2.1 the Broker becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay debts as they fall due;

11.2.2 the Broker suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

11.2.3 the Broker breaches a material term of this Agreement or a breach is deemed by The Office Group to be reasonably likely to occur;

11.2.4 the Broker is in breach of compliance of its obligations under this Agreement; or

11.2.5 at any other time, The Office Group, in our reasonable discretion, sees fit.

11.3 The confidentiality provisions of this Agreement shall continue in full force following such termination.

12. No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

13. General

13.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

13.4 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.5 The Office Group retains the right to assign its rights, title, interest and obligations in this Agreement with out the Broker's consent. The Broker agrees to waive any duty of confidentiality, whether express or implied, that The Office Group may owe should such assignment occur.

13.6 The Broker shall not transfer or otherwise assign any rights or obligations under this Agreement without The Office Group's prior written consent.

13.7 No one other than a party to this Agreement and permitted assignees, shall have any right to enforce any of its terms.

14. Governing law

14.1 This Agreement (including the Clauses contained herein) and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

14.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

15. Notices

15.1 Any notice or other communication given to a party under or in connection with this Agreement shall only be effective if given in writing and shall be delivered by hand or sent by pre-paid first-class post, recorded delivery or special delivery. E-mail is permitted.

or to such other address as The Office Group may notify to the Broker in accordance with this Agreement.

15.2 Any notice or communication shall be deemed to have been received (provided that all other requirements in this clause 15 have been satisfied):

15.2.1 if delivered by hand, at the time the notice is left at the address,

15.2.2 if sent by post on the second Business Day after posting or, if earlier, at the time recorded by the delivery service; or

15.2.3 if sent by email, at the time of transmission.

15.3 This clause 15 does not apply to the service of any proceedings or other documents in any legal action.

16. Modern slavery and anti bribery

16.1 The Broker is compliant with and will continue to comply with all applicable anti-money laundering and anti-bribery laws and regulations, including but not limited to the UK Bribery Act 2010 up until the termination of this appointment.

16.2 The Broker will notify The Office Group if it, or any of its associated persons may have caused a potential breach of any applicable anti money laundering or anti bribery laws.

16.3 In performing its obligations under this agreement, the Broker shall comply, and shall ensure where applicable that any persons engaged by the Broker shall comply, with all applicable laws, statutes, regulations and codes from time to time in force relevant to the prevention of slavery and human trafficking, including the UK Modern Slavery Act 2015.

16.4 The Broker represents and warrants to The Office Group that neither the Broker nor any of its officers, employees or others persons associated with it:

16.4.1 has been convicted of any offence involving slavery and human trafficking;

16.4.2 having made reasonable enquiries, is aware of any circumstances (whether in any part of its own business or in any part of its supply chains) of any slavery or human trafficking as defined in the UK Modern Slavery Act 2015 or other applicable legislation; and

16.4.3 having made reasonable enquiries, has been, or is, the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of, or in connection with, slavery and human trafficking in violation of the UK Modern Slavery Act 2015 or other applicable legislation.

16.5 The Broker shall conduct reasonable and proportionate due diligence on any person it engages (including engagement solely for the purpose of ordering supplies), to ensure that there is no slavery or human trafficking by, or involving, such persons.

16.6 The Broker shall notify The Office Group promptly as soon as it becomes aware of any actual or suspected slavery or human trafficking by any person engaged by the Broker in connection with this Agreement.

Appendix 1

Commission Schedule

The Office Group reserves the right to amend the commissions below from time to time