and conditions between Free Office Finder ltd and the Business Centres
“Acceptance” means confirmation that an Enquiry has been introduced by FOF ahead of any other
“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
“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 Suite 4, Interlink House,
73a Maygrove road, West Hampstead, London, NW6 2EG, 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
“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
“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
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.
3.1 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
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
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
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
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.
7.1 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
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
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.
10.1 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
11.1 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.
12.1 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.
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.