Terms for Marketing Office Space to Rent in London & the UK

Terms and Conditions for Marketing Office Space to Rent in London and the UK.

Interpretation

• “Acceptance” means confirmation that an Enquiry has been introduced by FOF ahead of any other source.
• “Agent” means FOF or any other introducer of Enquiries, including any online broker or commercial agent whom You may deal with.
• “Business Centre” means a freehold or leasehold property owned or controlled by You in which office space available to a Customer is contained.
• “Contract” means the contract for the provision of services by FOF to You in accordance with these Terms and Conditions.
• “Customer” means a party whether a person, corporate or unincorporated body seeking office space.
• “Enquiry” means the provision of a Customer’s details to You by FOF or another Agent.
• “FOF” or “We” or “Us” means Free Office Finder Limited, a company registered in England and Wales (company registration number 4446381) whose registered office is 5 St. John's Lane, London, EC1M 4BH United Kingdom.
• “Initial Agent” means the Agent deemed to be the Agent making the initial introduction of a Customer to You.
• “Licence Fee” means the all-inclusive fee a Customer pays to You for the provision of the office space.
• “Introduction Fee” means 10% plus VAT of the Customer’s Licence fee.
• “Licence Agreement” means an agreement howsoever recorded (including, a lease) by which You permit a Customer to make use of Your Business Centre.
• “No Match” means confirmation that You are unable currently to accommodate the Enquiry.
• “Placement” means the signing of a Licence Agreement by a Customer introduced by FOF.
• “Registration” means the registration by You of the details of office space at a Business Centre which is accepted by FOF for perusal by potential Customers.
• “Rejection” means confirmation that an Enquiry was introduced by an Initial Agent other than FOF.
• “Services” means the provision of property broking services by FOF.
• “Viewing” means an appointment for a Customer or its representatives to view the office space made available by You.
• “You” or “Your” means You, whether You are a person, a partnership, a corporate or unincorporated body (whether or not having a separate legal personality) and, if You are a company, any associated companies and/or affiliates.

1. Application of Terms and Conditions

• 1.1 Your request for provision of the Services constitutes an offer by You to purchase Services in accordance with these Terms and Conditions.
• 1.2 Your request shall only be deemed to be accepted by FOF on Registration, at which point and on which date the Contract shall come into existence.
• 1.3 The Contract constitutes the entire agreement between the parties. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of FOF which is not set out in the Contract.
• 1.4 These Terms and Conditions apply to the Contract to the exclusion of any other terms that You may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
• 1.5 In the event that these Terms and Conditions have not been signed, but You complete Registration, it will be deemed that You have accepted these Terms and Conditions.

2. Commencement and Duration

• 2.1 FOF shall provide the Services to You from the date of Registration.

3. Overview

• 3.1 To register Your Business Centre with FOF is completely free. In addition there is absolutely no joining fee or annual membership. FOF matches Customers with Your Business Centre and takes a commission from You when the Customer enters into a Licence Agreement.
• 3.2 The appointment shall be on a ‘non-exclusive’ basis and You will be at liberty to use other agents/sources to market Your Business Centre at Your discretion.
• 3.3 FOF shall supply You with details of Customers from the date of Registration.
• 3.4 FOF is a member of the Business Centre Association (BCA) and aims to provide the highest level of service to both Customers aswell as the management and staff of Business Centres. FOF will update You on a Customer’s progress during the Customer’s search when requested and FOF will be available to answer any questions You may have.

4. Customer Introduction Policy

• 4.1 FOF will introduce Enquiries to You via email. Where not possible, FOF will introduce by fax.
• 4.2 Any Enquiry introduced by FOF is deemed to be live for six months from the date the Enquiry is sent by FOF or six months from the last date that a Customer viewed the Business Centre (whichever is the later) unless otherwise agreed between You and FOF.
• 4.3 Any email address that FOF has initially been given by You will be deemed as the correct email address for FOF to introduce Customers to You unless notified otherwise.
• 4.4 In the event FOF is not informed of a change of address in writing via email and FOF has introduced a Customer to the previous address which now transpires into a deal, the Enquiry will remain valid.
• 4.5 If You are unable to locate an Enquiry that we have sent You for a Customer, providing FOF are able to demonstrate (fax or copy email) that FOF has sent it to You, that Enquiry will be deemed to arise through FOF’s introduction.
• 4.6 It is Your responsibility to inform FOF of any technical problems that may stop You receiving Enquiries from FOF including problems with Your internet provider, spam filter, computers or servers so that FOF may take the necessary steps to ensure that You receive Enquiries via other means.
• 4.7 FOF’s Enquiries are applicable to any Business Centres within Your portfolio regardless of any property initially identified in the Enquiry.
• 4.8 Should an Enquiry be “lost”, “dead” or “inactive” it is Your responsibility to inform FOF in writing via email. If You do not inform FOF, We will assume that the Enquiry is still live.
• 4.9 Irrespective of whether or not any Licence Agreement is signed between You and a Customer, if You fail to communicate a Rejection regarding any Enquiries sent by FOF, such Enquiries shall be deemed valid Enquiries should the Customer subsequently enter into occupancy of a Business Centre.

5. Reject Policy

• 5.1 Where an Enquiry derived from the same Customer is sent to You by two or more Agents, the Agent who sent the Enquiry to You first will be the Initial Agent and be credited for the lead.
• 5.2 Should an Enquiry take place in Your Business Centre building and You have not previously informed FOF of a Rejection, FOF will assume an Acceptance and will forward an invoice to You for the full commission applicable when the Customer enters into a Licence Agreement.
• 5.3 No Match is deemed as an Acceptance of the lead with nothing suitable for the Customer to rent in Your Business Centre at the then current time.
• 5.4 If You communicate a Rejection to FOF in respect of a Customer, the Rejection of which FOF is unable to locate or is not received by FOF, You will be asked to provide FOF with email evidence to support the original Rejection.
• 5.5 Such emails must be sent to FOF in their original format, attached to a new email in the same way You would attach a Microsoft Word or PDF document.

6. Overturn Policy

• 6.1 Where an Enquiry derived from the same Customer is sent to You by two or more Agents, the Agent who sent its Enquiry to You first will be deemed the Initial Agent.
• 6.2 If the Initial Agent contacts You with an Enquiry but does not subsequently arrange a viewing, You shall be entitled to communicate a Rejection of the Enquiry sent by the Initial Agent and accept any Enquiry submitted by any other Agent who books a viewing which is attended by the Customer (for the purposes of this section, an “Overturn”).
• 6.3 In the event of an Overturn, the Agent whose Enquiry has been accepted as stipulated in these Terms & Conditions will receive the Introduction Fee with no fee being payable to any other Agent, including the Initial Agent.
• 6.4 The Customer, or its representatives, whose details are stated in the second or subsequent Enquiry must attend the booked Viewing at the time and date arranged in order for such Rejection to be valid.
• 6.5 It is Your responsibility to inform FOF of a Rejection overturn within one working day of the viewing taking place.
• 6.6 If You reject an FOF Customer by way of a Viewing overturn, You must provide FOF with email evidence to support the Rejection in same format as described above. The email must be the original email sent by the other Agent to You confirming the Viewing prior to it taking place.

7. Fees

• 7.1 You agree to pay the Introduction Fee whenever due and payable.
• 7.2 FOF will be entitled to a fee of 10% (ten percent) plus VAT of the total amount of money payable to You by a Customer that FOF introduces. This fee will be payable by You to FOF for the first twelve months a Customer is liable to pay You the Licence fee.
• 7.3 In the event that the customer obtains a rent free period within the first twelve months of occupation at Your Business Centre and they maintain occupation after twelve months, You agree to pay FOF an Introduction fee to cover the commission that we have not received on the rent free period. For example, if a Customer obtains a rent free period for the first month of occupation, You agree to pay FOF commission for month two until month thirteen of the clients occupation (total of twelve months).
• 7.4 You agree to inform FOF, providing details of any Licence Agreement by fax, email or post copy, of any Licence Agreement if such agreement derives from an introduction of a Customer made by FOF.
• 7.5 In the event there is a dispute over the invoice figure You receive from FOF to You for the concerning Customer, You agree to provide FOF with a copy of the Licence Agreement for verification purposes. In the event that You fail to do so within two weeks from the date as first requested by FOF, You understand and agree that FOF will invoice You based on the full marketing value of the office space for a twelve month period.
• 7.6 If the Customer breaks their Licence Agreement or is otherwise not in occupation for a full twelve months, the commission payable to FOF will only be payable by You in respect of the time that the Customer is in occupation.
• 7.7 It remains Your obligation to pay FOF for the time that the Customer is in occupation, irrespective of whether or not the Customer has paid You.
• 7.8 Invoicing must be paid in conjunction with the Customer initially signing a Licence Agreement i.e. If the Customer signs for twelve months, then FOF will issue one invoice on commencement of the Customer taking occupation of Your office space which will cover the twelve month period. If the Customer signs for two months, then FOF will issue one invoice for two months and then re-issue accordingly up until we have been paid for twelve months.
• 7.9 If a Customer moves out from Your Business Centre, You must inform FOF within thirty days from the date the Customer moves out and in writing. FOF will not credit more than thirty days from the date of this confirmation.
• 7.10 If the Licence Fee in the Licence Agreement is stepped, FOF will take an average of the total Licence Fee over the period of the Licence Agreement as its Introduction Fee. Should the Licence Fee increase or decrease or should the Customer vacate the Business Centre during the term of the Agreement, it is Your responsibility to advise FOF so that invoices may be amended accordingly.
• 7.11 If a Customer expands its occupancy at Your Business Centre during the first twelve months that they have agreed to pay Your licence fee, it is Your responsibility to notify FOF within five working days of this expansion agreement so that FOF can adjust its invoices. Failure to notify FOF will result in interest being charged on any amounts discovered by FOF to be due as a result of the change at the rate of 3% (three percent) above the base rate of Royal Bank of Scotland Plc from such date as the Customer expanded its occupancy.
• 7.12 VAT at the prevailing rate will be charged on all Introduction Fees.
• 7.13 In the event that You fail to pay the Introduction Fee for any reason, should any court or tribunal of competent jurisdiction rule that You are liable to pay the Introduction Fee or any part thereof, You will fully reimburse FOF 100% (one hundred percent) of the legal expenses incurred by FOF in taking legal action for recovery of the Introduction Fee.
• 7.14 The full Introduction Fee will be payable within fourteen days of the date of invoice. Failure to pay shall entitle FOF to charge interest at the rate of 3% (three percent) above the base rate of Royal Bank of Scotland Plc.
• 7.15 FOF offer a non-compulsory product called “Premium”. We offer to optimise the listing of a Business Centre for 15% of the fully inclusive licence plus VAT. Terms for this incentive are separate to these Terms and Conditions.

8. Data Policy

• 8.1 Any Enquiry introduced by FOF is strictly for Your use and benefit only. Passing details to any third party without the consent of FOF will amount to a breach of confidentiality which shall entitle FOF to commence action against both You and the recipient of the information for an injunction and/or damages.
• 8.2 It is Your responsibility to inform FOF about any change in personnel, including phone numbers and e-mail addresses as soon as the changes occur. You must inform us via email.
• 8.3 You give FOF permission to advertise Your Business Centre on the FOF web-site (www.freeofficefinder.com) or any website that FOF may use to promote Your Business Centre in FOF’s own preferred style.
• 8.4 You agree to co-operate with FOF in all matters relating to the Services; provide FOF, its agents, sub-contractors, consultants and employees, in a timely manner and at no charge, with access to Your Business Centre, data and other facilities as reasonably required by FOF.
• 8.5 You agree to provide to FOF in a timely manner, such other information and material as FOF may reasonably require in connection with the provision of the Services.
• 8.6 You understand that calls are recorded for training and monitoring purposes and can be used by a 3rd party in the event of a dispute.
• 8.7 You understand that Customers may enquire about Your Business Centre on our web-site and/or another property we are marketing for another provider and that details of Customers will only be passed to You if deemed suitable by FOF.

9. Change of Ownership

• 9.1 In the event that a Business Centre (or an entire group or part of a group of Business Centres) is sold, it is Your responsibility to advise FOF in writing and to ensure the new owners are aware of the future commission payment obligation to FOF. Should this not happen then the remaining commission payments will have to be paid by You.

10. Liability

• 10.1 Nothing in these Terms and Conditions shall limit or exclude FOF's liability for death or personal injury caused by its negligence.
• 10.2 Subject to the above, FOF shall under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract, and FOF's total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid to FOF under the Contract.
• 10.3 Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
• 10.4 This section regarding liability shall survive termination of the Contract

11. Indemnity

• 11.1 FOF does not accept any liability for anything included in or omitted from marketing materials provided by You. Notwithstanding any limitations of liability herein, You agree to indemnify FOF on a pound for pound basis for any losses suffered by FOF to the extent that such losses are caused by anything included in or omitted from marketing materials provided by You, including, for the avoidance of doubt, any breach of any intellectual property belonging to any third party.

12. Cancelling Your Contract

• 12.1 The Services supplied under the Contract shall continue to be supplied unless the Contract is terminated by one of the parties giving to the other not less than one days notice by email. You can cancel your contract with us with a one day's notice via email to [email protected]
• 12.2 In the event of termination of this Contract for any reason, You shall remain obligated to pay all Introduction Fees which arise due to any Acceptance which has been made during the term of this Contract.

13. General Terms

• 13.1 FOF reserves the right to amend these Terms and Conditions at any time by providing one month’s notice to You in writing.
• 13.2 Other than provided in clause 12.1, no variation of the Contract, these Terms and Conditions or any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties by an authorised signatory. These Terms and Conditions are governed by English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
• 13.3 If any clause in these Terms and Conditions is proved invalid, it shall not affect the validity of any other clause.
• 13.4 For the avoidance of doubt, all notices given in accordance with these Terms and Conditions must be in writing and by email. No oral notifications will be effective.
• 13.5 You represent and warrant that the signatory is authorised to execute these Terms & Conditions and to agree to the obligations and liabilities contained herein.