Partner Agreement

PARTNER PLATFORM – TERMS AND CONDITIONS

These terms and conditions (including the Schedules) govern Your use of the Platform (the “Terms”). You expressly confirm You have read, understood and agree to the Terms in particular Sections 3.4, 5.6, 10, 11, 13 and 15.9 which Your attention is specifically drawn to.

1. DEFINITIONS AND INTERPRETATION

The definitions and rules of interpretation set out in Section 18 apply to these Terms.

2. COMMENCEMENT AND DURATION

These Terms shall commence on the Commencement Date and shall continue in force and effect on an indefinite basis until terminated in accordance with these Terms (the “Term”).

3. LISTING TERMS

3.1 The Platform enables You to list Workspace and Workspace Services on the Marketplace in respect of which Customers can submit Enquiries, and by publishing Listings to the Marketplace You acknowledge that Customers may submit Enquiries in respect of Your Workspaces and Workspace Services.

3.2 You warrant that: (a) You are authorised to list the Workspace and Workspace Services on the Platform; (b) You are legally entitled to grant Workspace Agreements; (c) each Workspace and the Workspace Services may lawfully be accessed and used by a Customer, and there are no restrictions that would prevent, or restrict a Customer's ability to access and use the Workspace or Workspace Services in accordance with the terms of their applicable Workspace Agreement; (d) the Workspace Fees included in the Listing reflect the same price that You offer to customers who approach You directly to book or enquire about Your Workspace or Workspace Services; and (e) any consent, or agreement of any third party (including in respect of any landlord or superior leaseholder) required in order for a Customer to access and use the Workspace or Workspace Services have been obtained, and will be maintained for the duration of the Workspace Agreements.

3.3 You agree that We may market all Workspaces and Workspace Services on partner and affiliate websites that market office space to potential office users. We are not responsible for the content, availability, functionality or performance of any third party websites.

3.4 You acknowledge and agree that in providing the Platform, We are acting as an intermediary providing promotion and lead generation for listed Workspaces and Workspace Services. We (or Our Personnel) cannot be held liable and You release us of any liability for any failure of a Customer to comply with the terms of their Workspace Agreement. We will however provide such support and assistance as We determine is reasonable in respect of Your enforcement of the terms of any Workspace Agreement relating to non-compliance by a Customer, where You would not be able to enforce such terms without Us or Our support or assistance.

4. MARKETPLACE TRANSACTIONS

4.1 In order that We can run the Platform successfully, You agree that You will:

4.1.1 promptly confirm receipt of all Introductions made by Us to You;

4.1.2 be responsible for conducting timely Customer viewings/tours of the relevant Workspace with the Customer;

4.1.3 notify Us as soon as You enter into a Workspace Agreement with a Customer We have Introduced and provide Us with such details, and in such form and format, as We require to enable us to provide the services detailed in these Terms and verify any Worka Fees due to Us; and

4.1.4 notify Us as soon as any Workspace Agreement comes to an end.

4.2 We acknowledge and agree that You are under no obligation to enter into a Workspace Agreement in respect of any Introductions made to you by Us.

5. PAYMENT MODELS, PAYMENT TERMS AND TAXES

5.1 As at the Commencement Date, in respect of any relevant Workspace Agreement that You enter into under these Terms, the current payment model is that You must invoice for and collect payment for the Workspace Fees from the Customer (off the Platform) (referred to as the “Off Platform Payment” model). We may introduce additional or alternative payment models in the future - and if We do, We shall notify You of any associated changes to these Terms in accordance with Section 15.7.

5.2 In respect of Worka Fees due in relation to a Workspace Agreement subject to the Off Platform Payment model, We shall invoice You for the Worka Fees and You shall pay Us such sums as set out in the invoice by the Due Date using an Acceptable Payment Method.

5.3 If a Workspace Agreement subject to the Off Platform Payment model is terminated early for any reason, and provided You have notified Us of such termination in accordance with Section 4.1.4, We will credit to You a pro-rata proportion of any Worka Fee We have received in respect of the unexpired term of the Workspace Agreement. Unless otherwise agreed in writing, this credit will be applied against Your account and set off against future invoices and We shall not be required to pay such credit directly to You. Save as set out expressly in this Section, if a Workspace Agreement is terminated early for any reason, We will have no obligation or liability to credit or refund to You any Worka Fees We have received in respect of the relevant Workspace Agreement and all such Worka Fees are deemed fully earned and are non-refundable at the time We receive payment of such fees.

5.4 If any Sales Tax is payable on or in addition to any sums, fees or payments due from You to Us under or in connection with these Terms, You shall, on receipt of a Sales Tax invoice from Us, pay to Us such additional amounts in respect of such Sales Tax as are chargeable on the relevant taxable supply on the Due Date.

5.5 If You fail to pay any amount by the Due Date, in addition to any other legal rights or remedies, We will be entitled to charge interest on the outstanding amount up to the maximum rate of interest permitted by law.

5.6 You are solely responsible for: (a) ensuring that any Sales Tax due to You from a Customer in respect of any Workspace Agreement is correctly calculated in accordance with applicable law applying to the relevant Workspace Fees and Workspace Agreement (and any other services which You provide to the Customer) in the relevant Jurisdiction and Your own tax status; (b) accounting for, reporting and remitting (as applicable) such Sales Tax to the relevant tax authorities in accordance with applicable law; (c) Your own tax arrangements and liabilities in respect of each Workspace Agreement, the Workspace Fees charged and any Sales Tax due, charged or required to be accounted for; and (d) the status of Your business, any Workspace (or the wider building or premises in which such Workspace resides) and any Workspace Services in respect of Sales Tax (or other applicable taxes) and implications or changes to such status that may arise as a result of or in connection with any Workspace Agreement or a Customer's use or access to such Workspace, building or premises and/or Workspace Services, and accordingly under no circumstances shall We have any liability or responsibility for the same. Upon request, You shall (within no more than ten (10) days of request) provide Us with such information or documentation as We reasonably require that confirms You have remitted the applicable Sales Tax to the relevant tax authorities in accordance with applicable law.

5.7 If You will require Customers to pay a Deposit in connection with a Workspace Agreement You shall (a) ensure that You have all relevant rights, licences and approvals required to hold Deposits under applicable law, and only handle and hold such Deposits in accordance with applicable law; and (b) be solely responsible for dealing with any queries, challenges or disputes relating to any Deposits including Your retention of the Deposit or failure or delay in returning the Deposit, and under no circumstances shall We (or Our Personnel) be responsible or liable for or in respect of the Deposits in any way.

6. RIGHTS OF USE, IPR AND APIS

Content and Partner Data

6.1 We agree that You shall retain all pre-existing IPR in the Content.

6.2 You hereby grant to Us and Our Personnel, on and subject to these Terms, a non-exclusive, unlimited, worldwide, royalty free licence to host, use, store, copy, modify, publicly display and perform, distribute and make the Content and Partner Data available to third parties and partners on the Platform for the purpose of Us providing the Platform and the exercise of Our rights and obligations under this Terms (including in order for Us to be able to Introduce Customers, generate leads, publicise Your Listing(s), Workspace(s) and Workspace Services and perform customer support services (in each case as applicable)). We shall have the right to sub-licence such rights to the Content and the Partner Data (as applicable) to Our hosting, connectivity and telecommunications service providers to the extent necessarily required for the purpose of Our obligations hereunder and for any requirements ancillary to the provision of the Platform.

6.3 In addition to the above (and notwithstanding Section 8), You acknowledge and agree that We and Our Affiliates may use and incorporate pricing, availability, demand/enquiries and occupancy data contained within any Partner Data and Workspace Data (together “Analytics Data”) for the purposes of undertaking and providing market data, insights, analytics and reporting, provided that We and Our Affiliates shall not share any Analytics Data with any third parties except on an aggregated, anonymised basis. You agree that no obligations or restrictions of confidentiality shall limit or restrict Our or Our Affiliates’ ability to create, use, share or retain such Analytics Data (save for the obligations of anonymisation as set out in this Section).

6.4 You warrant and represent that You have all necessary legal rights to use the Content, to grant Us the rights granted in these Terms, and to share the Content with Us, for the purposes envisaged in these Terms, and that the receipt and use of the Content by Us in accordance with these Terms shall not: (a) breach any applicable law; (b) infringe the rights (including any IPRs) of any person; or (c) give rise to any cause of action against Us or Our Personnel, in each case in any jurisdiction and under any applicable law. You shall at all times have sole responsibility for the legality, accuracy and quality of Your Content and You warrant that such Content is accurate and complete in all respects.

6.5 Any and all IPR We develop during our provision of the Platform or the performance of Our obligations under these Terms, including in any Listing, shall belong to Us and You hereby irrevocably assign such rights to Us.

APIs

6.6 If You integrate with the Platform via any API(s), You shall be responsible for ensuring such APIs remain in place and stable and do not disrupt or otherwise interfere with Your use of the Platform, and We shall have no responsibility for any error or unavailability in any Content, Partner Data, Listing, Enquiry (or Our inability to conclude Workspace Agreements or otherwise to perform Our obligations hereunder) arising as a result of or in connection with any issues, disruption or instability with or to Your APIs.

7. COMPLIANCE AND DATA PROTECTION

7.1 You agree to comply with all applicable laws, regulations, codes or guidelines including those relating to: (a) anti-bribery and anti-corruption, including but not limited to the UK Bribery Act and the Foreign Corrupt Practices Act 1977; (b) anti-slavery and human trafficking laws, including but not limited to the Modern Slavery Act 2015; and (c) human rights including conducting operations in a way that is consistent with the responsibilities in the United Nations Universal Declaration of Human Rights (“Relevant Requirements”). You agree to maintain and enforce policies and procedures to comply with the Relevant Requirements and to promptly notify Us of any breach of these obligations.

7.2 The parties shall comply with the terms set out in Schedules 2 and 3 (each as applicable) with respect to privacy and data protection. Each party shall at all times comply with good industry practice relating to data protection, and implementation and maintenance of information security policies and processes.

8. CONFIDENTIALITY

8.1 The Recipient shall protect all Confidential Information which is provided by or on behalf of the Discloser (whether orally, in writing or in any other form) using the same standards as the Recipient applies to its own comparable Confidential Information but in no event less than reasonable measures. The Recipient may only use Confidential Information in connection with these Terms and to the extent necessary for the purposes of these Terms. The Recipient may provide its Permitted Users with access to Confidential Information on a strict "need to know" basis only. The Recipient shall ensure that each of its Permitted Users are bound to hold all Confidential Information in confidence to the standard required under these Terms.

8.2 The Recipient’s confidentiality obligations will not apply to information: (a) already known to it at the time of disclosure without restrictions on disclosure; (b) in the public domain or publicly available other than as a result of a breach of these Terms; (c) provided to it by a third party who is under no such obligation of confidentiality; or (d) evidenced as independently developed by it. The Recipient may disclose Confidential Information to its legal advisers to protect its own legitimate interests or to comply with any legal or regulatory requirements. If any court, regulatory authority or legal process requires the Recipient to disclose information covered by this confidentiality obligation, then the Recipient may make any such disclosure, provided that the Recipient will, to the extent permitted by law: (a) advise the Discloser promptly of any such requirement; (b) cooperate with the Discloser, at the Discloser’s expense, in responding to the requirement; and (c) consult with the Discloser with a view to agreeing the timing, manner and extent of the disclosure.

8.3. The confidentiality provisions of this Section 8 shall not prevent Us or any of Our Affiliates from disclosing the existence of these Terms, but not the content of these Terms, for Our or Our Affiliates’ own marketing purposes.

8.4 All Confidential Information shall remain the property of the Discloser and the Discloser reserves all rights in its Confidential Information. Nothing in these Terms or the disclosures envisaged by these Terms shall (except as expressly agreed otherwise in these Terms) operate to transfer, or operate as a grant of any licences or right to use, to any Intellectual Property Rights in the Confidential Information.

8.5 Each party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other party of the provisions of this Section 8. Accordingly, it is agreed that either party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this Section 8.

9. USE OF THE PLATFORM

9.1 In relation to the Platform:

9.1.1 You may upload Content to the Platform to list the Workspace and Workspace Services, however You shall not (and shall ensure that anyone acting on Your behalf or account shall not) store, distribute or transmit any Virus, or any material, information or data through the Platform that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;

9.1.2 You shall not:

9.1.2.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between Us and You, attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Platform;

9.1.2.2 access, develop, supply or market all or any part of the Platform in order to build a product or service which replicates, competes with or is substantially similar to the Platform;

9.1.2.3 attempt to undertake any security testing of the Platform without Our prior written consent;

9.1.2.4 use the Platform to provide services to third parties (including any of Your Affiliates);

9.1.2.5 subject to Section 15.5 (Assignment), transfer, temporarily or permanently, any of Your rights under these Terms; or

9.1.2.6 assist third parties in obtaining access to any part of the Platform that is not publicly available.

10. OPERATION OF THE PLATFORM

10.1 We shall use reasonable endeavours to ensure the Platform is available on a 24/7 basis, but We make no representation, and gives no warranty or undertaking, that the operation or availability of the Platform will be uninterrupted or error-free. Without prejudice to the foregoing, You acknowledge and agree that We and/or Our Personnel may from time to time carry out routine and emergency maintenance of the Platform and You may be unable to access the Platform during any period in which routine or emergency maintenance is being carried out, though We will use reasonable endeavours to keep disruption to and unavailability of the Platform to a minimum.

10.2 Without limitation to Section 15.1 (Force Majeure), You acknowledge that We have no direct control over the availability of bandwidth over the entirety of the internet and that, while We will use such endeavours as We deem appropriate to facilitate the Platform, We shall not be responsible for delays caused by such unavailability.

10.3 Except as expressly provided in these Terms, the Platform is provided "as is" and to the extent permitted by law, We disclaim all other conditions, warranties, representations, undertakings or other terms which might have effect between Us and You with respect to the Platform, or be implied or incorporated into these Terms, whether by statute, common law (including equity), custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose, any implied fiduciary duties, duties to obey instructions or to act within limits of authority, ability to achieve a particular result, or arising from course of dealing or usage of trade, and the same are hereby excluded to the fullest extent permitted by law.

11. LIABILITY

11.1 Nothing in these Terms excludes or limits the liability of either party to the other for:

11.1.1 death or personal injury caused by negligence;

11.1.2 fraud or fraudulent misrepresentation by it or its employees; or

11.1.3 any other liability that cannot be excluded or limited by law.

11.2 Subject to Section 11.1, We and/or Our Personnel shall not be liable whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise for:

11.2.1 any loss of profits, loss of revenue or turnover, loss of anticipated savings, wasted expenditure, loss of contract, loss of business opportunities, loss of business, loss or interruption of use or cost to procure substitute technologies, depletion of goodwill or reputation and/or similar losses, or pure economic loss or any loss of corruption of data or information (regardless of whether these types of loss or damage are direct, indirect or consequential); or

11.2.2 any special, indirect, incidental or consequential loss or damage whatsoever,

in each case however arising under or in connection with these Terms and even if We and/or Our Personnel were aware of the possibility that such loss or damage might be incurred. In addition (and without prejudice to the terms above), under no circumstances shall We and/or Our Personnel be liable for any loss or damage (whatsoever and howsoever arising) that was not reasonably foreseeable (at the time these Terms first came into force) as a loss or damage that would have been caused and incurred as a result of the relevant breach giving rise to such loss or damage.

11.3 Subject to Section 11.1 and 11.2, Our total aggregate liability to You in contract (including under any indemnities), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with the performance, non-performance or contemplated performance in these Terms in respect of any and all causes of action arising shall in no event exceed the aggregate value of the Worka Fees paid or payable by You to Us in the twelve (12) months preceding the event giving rise to the liability (or, if no Worka Fees have been paid or are payable by You to Us in such period, the value of the Worka Fees paid by You to Us in the last twelve (12) months of the Term in which Worka Fees were paid by You).

11.4 You shall indemnify, keep indemnified and hold Us and Our Personnel harmless against any and all damages, claims, actions, proceedings, losses and reasonable costs (including legal fees) and expenses incurred by Us or Our Personnel arising from or relating to:

11.4.1 any failure by You to pay any Worka Fees due to Us under these Terms;

11.4.2 any breach of Section 6.4, Schedule 2 or Schedule 3;

11.4.3 any breach by You of the terms applicable to any Workspace Agreement; or

11.4.4 any queries, challenges or disputes relating to any Deposits, including Your retention of the Deposit or failure or delay in returning the Deposit.

12. TERMINATION

12.1 Termination For Convenience. These Terms may be terminated for convenience with immediate effect by either party on the giving of written notice to the other (in Our case, giving Legal Notice).

12.2 Termination for Cause. If these Terms are terminated by Us for cause (being any reason other than for convenience pursuant to Section 12.1 above, upon Us giving You Legal Notice):; (i) any Worka Fees shall continue to be due to Us from You in respect of any Introductions made by Us during the term of these Terms that result in a Workspace Agreement that is subject to the Off Platform Payment model; and (ii) We shall not have any obligation to generate leads, refer Enquiries to You or otherwise perform any of our other obligations hereunder.

12.3 Suspension. We shall have the right on immediate Legal Notice to You to suspend the performance of any or all of Our obligations under these Terms (in whole, or in part (including in relation to individual Workspace(s) and/or Workspace Services) if: (i) You are in breach of Your obligations to Us as regards any payment provisions; (ii) We receive any claim or allegation that any of the Content or Partner Data infringes on the rights (including the Intellectual Property Rights) of any third party; or (iii) continued performance of any of Our obligations under or in connection with these Terms would or may result in Us being in breach of any requirements under applicable law.

12.4 Consequences of Termination. On termination of these Terms for any reason, subject to the continuation of these Terms pursuant to Section 12.1:

12.4.1 We may immediately end Your use of and access to the Platform;

12.4.2 each party shall return or destroy, and (in each case) make no further use of any materials and other items (and all copies of them) belonging to the other party, including the other party's Confidential Information (except that We may retain: (i) any personal data in accordance with the terms of Schedule 2 and Our Privacy Policy; and (ii) reasonable professional records of Your use of the Platform (including Content and Confidential Information) for the purposes of internal audit, litigation and/or to comply with applicable laws);

12.4.3 We may destroy or otherwise dispose of any of Your Content or Partner Data in Our possession at any point after termination of these Terms;

12.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination, shall not be affected or prejudiced; and

12.4.5 any provisions of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

13. ENTIRE AGREEMENT

13.1 These Terms shall govern all transactions between Us and You with respect to the Platform, save to the extent You have entered into a separate written agreement with Us for the provision of any other functions of the Platform. Any terms or conditions that may be contained in any purchase order, work order, invoice or otherwise used by You shall be without force or effect and You hereby waive any and all rights You may have to rely on and enforce any terms contained therein.

13.2 These Terms constitute the entire agreement between the parties in relation to its subject matter and replace and extinguish all prior agreements, whether oral or written, in relation to that subject matter. Each party acknowledges that in entering into these Terms it has not relied upon, and accordingly it shall have no rights or remedies which are not set out in these Terms. Nothing in this Section shall exclude or restrict the liability of either party arising out of its pre-contractual fraudulent misrepresentation or fraudulent concealment.

14. NOTICES

14.1 Subject to Section 14.3, any notice required to be given under these Terms shall be in writing in English and shall be delivered by email: to (i) Us at LegalNotices@theinstantgroup.com, and (ii) You email address(es) (as applicable) identified as part of the onboarding process, or such other address as may have been notified by that party for such purposes. Save in respect of any notice stated to be given by Us as a “Legal Notice” in these Terms We may also send You notices via updates and notifications within the Platform.

14.2 A correctly addressed notice sent by email shall be deemed to have been received at the time and date of transmission shown on the saved sent copy kept by the sender (or if delivery is not between 9am – 5.30pm, at 9am on the first Business Day following delivery). A reference to time in this Section shall be deemed to be the time in the place in which the notice is being delivered.

14.3 This Section 14 shall not apply to the service of legal proceedings.

15. GENERAL TERMS

15.1 Force Majeure. We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of Our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, epidemic or pandemic malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances We shall be entitled to a reasonable extension of the time for performing such obligations.

15.2 No Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by these Terms or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these Terms, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

15.3 Rights and Remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

15.4 Severance. If any provision, or part of a provision, of these Terms is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of these Terms, and the legality, validity or enforceability of the remainder of the provisions of these Terms shall not be affected, unless otherwise required by operation of applicable law. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.5 Assignment. You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these Terms. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under these Terms. You shall enter into any further agreements reasonably required by Us to give effect to any of the above.

15.6 Relationship of the Parties. Nothing in these Terms is intended to, or shall be deemed to, establish or constitute any partnership or joint venture between the parties, create a relationship of principal and agent for any purpose between the parties, or authorise either party to make or enter into any commitments for or on behalf of the other party.

15.7 Variation. We reserve the right to amend these Terms at any time by providing 30 days’ notice to You, and such amended Terms shall automatically come into effect and be binding on the parties from the expiry of such 30 day notice period. If You do not agree with the relevant changes to these Terms, You can terminate these Terms in accordance with Section 12.1. Subject to the foregoing, no other variation of these Terms shall be effective unless made in writing and signed by or on behalf of each of the parties or by their duly authorised representatives.

15.8 Conflicts. In the event of any conflict between the Sections of these Terms and the Schedules, the conflict shall be resolved by giving priority: (a) first, to Schedules 2 and 3, (b) second, to the Sections in these Terms; and (c) third, to the other Schedules.

15.9 Authority. The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver, and to exercise their rights and perform their obligations under, these Terms. You and the relevant person completing the onboarding process ("Your Signatory") individually represent and warrant that (a) Your Signatory is acting under Your authority; (b) is duly authorised to bind You to these Terms, and you agree to provide Us with any additional information or documentation We request from time to time to verify Your Signatory's authority

16. THIRD PARTY RIGHTS

16.1 Subject to Our Personnel being entitled to rely on and enforce those provisions that expressly refer to them, a person who is not a party to these Terms may not enforce any of the provisions under any legislation otherwise entitling it to do so nor bring a claim for the recovery of any losses, liabilities, expenses or costs arising out of or relating to these Terms or the Platform. The consent of any third party is not necessary for any variation (including any release or compromise in whole or in part of any liability) or termination of these Terms.

16.2 All claims brought by You under or as a result of these Terms (whether in contract, misrepresentation (whether tortious or statutory), tort (including negligence), restitution, breach of statutory duty or otherwise) shall be brought against Us only and not any of Our Personnel. The limitations and exclusions of liability set out in these Terms shall apply to all such claims.

17. GOVERNING LAW AND JURISDICTION

17.1 These Terms, and any proceedings, dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) (“Proceedings”), shall be governed by and construed in accordance with the governing law specified for the Jurisdiction in Schedule 1.

17.2 The parties irrevocably agree that any Proceedings shall be settled by arbitration in accordance with the then-current arbitral rules of the arbitration forum specified for the Jurisdiction in Schedule 1 (the “Arbitration Rules”). The substantive law will be the governing law specified for the Jurisdiction in Schedule 1, and the venue and seat of the Proceedings shall be as specified for the Jurisdiction in Schedule 1. The language to be used in the Proceedings shall be English. There will be a sole arbitrator chosen in accordance with the Arbitration Rules. Each party agrees that a judgment against it in Proceedings shall be conclusive and binding upon it and may be enforced in any jurisdiction.

17.3 Notwithstanding Section 17.2, We may bring proceedings for injunctive relief in any alternative jurisdiction at Our sole option in the case of breach or anticipated breach by You of Your obligations relating to confidentiality and Intellectual Property Rights as set out in these Terms.

17.4 In addition to Section 17.2, if the Jurisdiction is North America, the parties agree the additional terms below:

17.4.1 THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT A PARTY MAY HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.

17.4.2 Each party agrees that it may and shall not act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Proceedings, and to the fullest extent permitted by applicable law each party hereby irrevocably waives the right to bring or participate in a class, collective, or consolidated proceeding against the other party in connection with these Terms. Each party agrees that it shall not bring Proceedings in arbitration on a class or representative basis, and the arbitrator can decide only Your and/or Our individual claims.

17.4.3 If for any reason any Proceedings proceeds in court rather than in arbitration, both parties each waive any right to a jury trial. No waiver of any provision of this Section of these Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms.

17.5 The terms of this Section 17 shall survive and continue in force notwithstanding the suspension, termination or expiry of these Terms.

18. DEFINITIONS AND INTERPRETATION

18.1 The following definitions apply in these Terms:

SCHEDULE 1 – WORKA CONTRACTING ENTITY AND JURISDICTION SPECIFIC DETAILS

The Worka entity that is the contracting party to these Terms is determined as below based on the location of the relevant Workspace You are listing:

SCHEDULE 2 – DATA PROTECTION

1. When We process personal data in order to issue an invoice in connection with payments via the PSP, You and We are joint controllers under the GDPR / UK GDPR (and “businesses” for CCPA purposes), collectively “controllers” and the table below sets out how we allocate responsibility for this.

2. Save as set out at paragraph 1 above or in relation to personal data to which the CCPA applies where we are a service provider (as set out in Schedule 3), each party processes personal data pursuant to these Terms as an independent controller. Each party shall comply with its respective obligations under the Data Protection Legislation.

3. You shall process Customer Personal Data only as is necessary in order to take steps to enter into and deliver a Workspace Agreement, including processing to ensure each party can comply with its obligations under the Workspace Agreement and to take steps necessary to enforce Your rights under the Workspace Agreement (“Agreed Purpose”). You shall not add any Customer contact details to your direct marketing database or process Customer Personal Data for direct marketing purposes.

4. You shall at all times have in place appropriate technical and organisational security measures to prevent unauthorised or unlawful processing of Customer Personal Data, and the accidental loss or destruction of, or damage to, Customer Personal Data.

5. Except to the extent required otherwise by the Data Protection Legislation, You shall delete Customer Personal Data upon Our reasonable request, and shall not retain Customer Personal Data for longer than is necessary for the Agreed Purpose and in any case no longer than 9 months from the closure of the Introduction if You have not concluded a Workspace Agreement with the Customer. You will provide evidence of such deletion upon Our request.

6. Each party shall provide reasonable assistance and cooperation to the other in respect of its compliance with the Data Protection Legislation relating to the processing of personal data. In particular:

6. (a) if We receive a request from a Customer seeking to exercise their rights under the Data Protection Legislation (including where a Customer wishes to opt out of receiving communications from You), We shall inform You and You shall promptly take all steps and provide all information to Us that is necessary to give effect to the Customer’s request. You shall promptly notify Us about the receipt of any data subject rights request You receive from a Customer relating to Customer Personal Data; and

6. (b) You shall notify Us without undue delay in the event of an actual or suspected personal data breach affecting Customer Personal Data. Such notification shall include, as available to You, a detailed description of the nature of the breach (including the categories of personal data involved and approximate number of Customers involved), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

6. (c) You acknowledge that we may disclose to Customers Partner Data which constitutes personal data where we consider this is necessary for Customers to contact You in relation to a Workspace Enquiry. You agree to let your personnel know that we may do this. We will also include this information in our Privacy Policy.

7. If We are required to deal or comply with any request, assessment, enquiry, notice or other investigation by a supervisory authority in respect of personal data relating to these Terms, You shall promptly and at Your own cost, provide all reasonable co-operation and assistance requested by Us, to enable Us to comply with such request, assessment, enquiry, notice or investigation.

8. If You are located outside the Protected Region and We transfer Customer Personal Data to You in circumstances where the GDPR, UK GDPR or Switzerland’s Federal Act on Data Protection apply (and where You are not located in a country or territory that is recognised under applicable Data Protection Legislation as providing adequate protection of personal data), the transfer shall be governed by the terms of the Data Transfer Addendum. To the extent that there are any onward transfers of Customer Personal Data by You, You shall ensure that appropriate safeguards are in place (such as the Standard Contractual Clauses) in order to comply with the requirements of the Data Protection Legislation.

9. The provisions of this Schedule 2 shall survive the termination of these Terms.

SCHEDULE 3 – CALIFORNIA SERVICE PROVIDER DATA PROCESSING TERMS

Section 1: Key Data Protection Terms

Section 2: Data Protection Terms

1. This Schedule is supplemental to and is incorporated into these Terms to particularise the provisions in the Terms relating to Our processing of personal data on your behalf in the course of providing the Worka Platform to You.

2. The parties agree that for the purposes of the CCPA (to the extent that it is applicable to the services we provide you as part of the Worka Platform), You are the business and We are a service provider (in relation to the processing of personal data set out in Row 1 of the Key Data Protection Terms. For the avoidance of doubt, any processing of personal data which We carry out under Schedule 2 of these Terms shall be as controller and not subject to this Schedule 3.

3. The processing activities, including the purpose, nature, subject matter and duration of the processing and the categories of data subjects and personal data are set out above in the Key Data Protection Terms.

4. Each party will comply with its obligations under applicable Data Protection Legislation in connection with processing of personal data under these Terms.

5. When We process personal data as a service provider in the course of providing the Worka Platform, We will:

5. (a) process, collect, use, retain, or disclose the personal data for the specific business purpose of providing the services and only in accordance with Your written instructions (which may be specific instructions, or instructions of a general nature as set out in these Terms, or as otherwise notified by You to Us from time to time). As at the Commencement Date, Your written instructions are for Us to only process the personal data as required in order to provide Worka Platform as further described in these Terms and in the Service Description. If We are required to process personal data for any other purpose pursuant to applicable law to which We are subject, We will inform You of this requirement first, unless such law prohibits this on important grounds of public interest;

5. (b) not sell or share personal data, nor use, retain, disclose, or otherwise process personal data outside of our business relationship with you or for any other purpose (including Our commercial purpose) except as required or permitted by law. You reserve the right to take reasonable and appropriate steps to (i) ensure Our processing of personal data is consistent with Your obligations under Data Protection Legislation; and (ii) discontinue and remediate unauthorized use of personal data. We will not combine personal data which We process on Your behalf, with personal data which We receive from or on behalf of another person or persons, or collect from Our own interaction with individuals, provided that We may combine personal data to perform any business purpose permitted or required under these Terms to perform the services;

5. (c) as described in Section 7.3 of the Terms, generate and disclose Analytics Data for Our own business purposes in a de-identified manner, We agree to take reasonable measures designed to ensure that the personal data cannot be associated with an individual (or, household, where applicable), publicly commit to maintain and use the information in de-identified form only and make no attempt to re-identify the information except where necessary to test its de-identification processes, and contractually obligates any authorized recipients to comply with these obligations;

5. (d) notify You immediately if We determine that We are no longer able to meet our obligations under CCPA;

5. (e) provide You with reasonable assistance, taking into account the nature of the processing:

5. (e) (i) by appropriate technical and organisational measures and in so far as is possible, in fulfilling Your obligations to respond to requests from data subjects exercising their rights under CCPA; and

5. (e) (ii) in complying with obligations or requests imposed by any competent supervisory authority or regulator;

5. (f) implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure, such measures to be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected. These measures are set out in Section 3 of this Schedule;

5. (g) have in place a contract with any service provider or sub-contractor that contains terms which are substantially similar to those in this Schedule and as are required by CCPA and, for the avoidance of doubt, where such service provider or sub-contractor fails to fulfil its obligations under the contract or CCPA, We will remain fully liable to You for the fulfilment of those obligations;

5. (h) promptly comply with any request or instruction You make pursuant to CCPA requiring Us to provide, amend, transfer, or delete the personal data, or to stop, mitigate, or remedy any unauthorized processing;

5. (i) ensure that personnel required to access the personal data are under a binding duty of confidentiality in respect of such personal data;

5. (j) at the end of the Term, upon Your written request, securely destroy or return such personal data to You, and delete existing copies unless applicable law to which We are subject requires storage of such personal data; and

5. (k) provide You with the information reasonably necessary to demonstrate compliance with this Schedule and allow You and Your auditors or authorised agents to conduct audits or inspections during the Term and provide all reasonable assistance to You in exercising Your audit rights under this paragraph 5(k). If Your request for information or access relates to one of our service providers or sub-contractors, or information held by a service provider or sub-contractor which We cannot provide to You ourselves, We will promptly submit a request for additional information in writing to the relevant party. You acknowledge that access to a service provider’s or sub-contractor’s premises or to information about a service provider’s or sub-contractor’s previous independent audit reports is subject to agreement from the relevant sub-processor, and that We cannot guarantee access to that sub-processor's premises or audit information at any particular time, or at all. The purpose of any audit pursuant to this paragraph 5(k) is to verify that We are processing personal data in accordance with Our obligations under this Schedule.

6. In the event of a personal data breach, We will:

6. (a) take action promptly to investigate, identify, prevent, remedy and mitigate the effects of the breach; and

6. (b) notify You without undue delay, and provide You with a description, of any confirmed breach.

7. The provisions of this Schedule shall survive the termination of these Terms.

8. In the event of any conflict or inconsistency between the Terms and this Schedule, the provisions of this Schedule shall prevail.

9. Save as specifically modified and amended in this Schedule, all of the provisions in the Terms shall remain in full force and effect and govern this Schedule.

Section 3: TECHNICAL AND ORGANISATIONAL MEASURES

SCHEDULE 4 – WORKA FEES

For each Workspace Agreement, We charge You a one-off brokerage fee which is calculated as the percentage set out below of the Workspace Fees payable during the first 12 months of the Workspace Agreement.