Our standard terms

Broker terms

1. Preliminary
1.1 Techspace appoints, and the Broker Referral Partner agrees to be appointed to introduce Referrals to Techspace.
1.2 These terms and conditions represent the entire agreement between the parties in relation to the subject matter of this engagement, save for any variations agreed by the parties in writing. Variations agreed to by either party must be signed by a director or authorised person of such party.
1.3 Techspace shall notify the Broker Referral Partner when a Licence is granted and of the terms of such Licence.
1.4 References to “in writing” shall include e-mail.
1.5 By accepting in writing any introductions from the Broker Referral Partner, Techspace and the Broker Referral Partner agree that the terms of this agreement apply.

2. Definitions
In this agreement the following words shall have the following meanings:
“Affiliate” means in relation to any person, any undertaking which, in relation to the person concerned, is its parent undertaking or its subsidiary undertaking, or a subsidiary undertaking of its parent undertaking (each within the meaning of section 1162 of the Companies Act 2006);
“Broker Referral Partner” means any the entity that makes Referrals to Techspace and includes without limitation the Broker, its employees, contractors, officers, advisers or agents;
“Deductions” means any (a) discount or promotional rate; (b) licence fee free period; and/or (c) contributions by Techspace to a Referred Client’s fit out;
“Fee” means the amount payable following the successful placement of a Referred Client as calculated in accordance with this agreement;
“Licence” means the licence granted by Techspace to a Referred Client to use a Location;
“List Price” means the list price communicated by Techspace to the Broker Referral Partner from time to time for any unit within a Location;
“Location” means a building operated by Techspace as flexible workspace or offices;
“Privacy Laws” means all applicable data protection laws, rules and regulations, including the EU Directive 95/46/EC, as they may be amended or replaced from time to time (including by the EU Regulation 2016/679), and any applicable national laws, rules and regulations implementing the foregoing, including the Data Protection Act 1998 as it may be amended or replaced from time to time, and all codes of practice issued by any regulator in relation to the processing of Personal Data;
“Referral” means any person, firm or company who has been introduced to Techspace as a prospective customer by the Broker Referral Partner;
“Referred Client” means any Referral that Techspace accepts as introduced or that carries out viewing a viewing of a Location with Techspace and the Broker Referral Partner;
“Relevant Percentage” means the applicable percentage set out in the schedule to this agreement;
“Relevant Period” means the applicable committed term of the Licence set out in the schedule to this agreement;
“Techspace” means Techspace Group Limited and its Affiliates;
“Confidential Information” includes all information disclosed by or on behalf of Techspace to the Broker Referral Partner in relation to the Purpose including the terms of this agreement.
“Purpose” - means the introduction of potential members to Techspace.

3. Introductions
3.1 The Broker Referral Partner may make Referrals to Techspace only in accordance with this agreement and Techspace shall only accept a Referral on the assumption that the terms of this agreement apply to such acceptance.
3.2 A Referral will qualify as a Referred Client on the earlier of Techspace notifying the Broker Referral Partner that the Referral is accepted as a Referred Client and a Referral viewing a Location with Techspace and the Broker Referral Partner and only on the condition that the Broker Referral Partner has provided the following information about the Referral:
3.2.1 the individual, trading name and corporate entity name as applicable and their email address;
3.2.2 a description of business of the Referral;
3.2.3 a description of the Referral’s requirement including the number of workstations require, an estimated budget, committed term length and move in date;
3.2.4 confirmation that the Referral has consented to being introduced to Techspace; and
3.2.5 any additional information in respect of the Referral as Techspace  may reasonably request from time to time.
3.3 A Referral will not qualify as a Referred Client in the following circumstances:
3.3.2 they have an existing contractual relationship with Techspace;
3.3.3 they have previously been a customer of Techspace within the 12 months prior to a Referral being made or are an Affiliate of such a customer;
3.3.4 they are currently employed or engaged by Techspace; or
3.3.5 they have not completed a viewing as a result of a Referral from the Broker Referral Partner.
3.4 For the avoidance of doubt, and subject to clause 3.2, if Techspace is introduced to a prospective customer by the Broker Referral Partner and any other third party the Broker Referral Partner will only be eligible for a Fee if they book a viewing before any third party books a viewing for the prospective customer. If the prospective customer does not attend the viewing or cancels pre viewing, Techspace shall be free to accept another introduction to the prospective customer from a third party.

4. Fees
4.1 A Fee will be payable by Techspace to the Broker Referral Partner on any Licence entered into by a Referred Client, within 6 months of the date the initial Referral of the Referred Client to Techspace by the Broker Referral Partner, subject to the terms of this agreement.
4.2 The Fee is calculated as the Relevant Percentage of workspace licence fees set out in the Licence excluding any fees for additional memberships or other services and reducing such workspace licence fees by the amount of any Deductions;
4.3 The Fee will accrue on the Relevant Period, noting that where the committed term of the Licence is less than 12 months, the initial Fee will be calculated by reference to the committed contractual period of the Licence.
4.4 If a Licence with an initial committed term of less than 12 months is renewed, extended or continues as a result of a failure to exercise a break option for a minimum of 3 months, a Fee will accrue until the expiry of the initial 12 month period of the Licence.
4.5 No Fee shall accrue or be payable in the event that the Referred Client fails to make any payments when due to Techspace under its license agreement with Techspace. In the event that Techspace pays a Fee to the Broker Referral Partner in advance but does not receive the corresponding licence fees from the Referred Client, the Broker Referral Partner shall at the option of Techspace refund such Fees to Techspace or issue a credit note to be offset against future Fees.

5. Payments
5.1 The Broker Referral Partner may invoice Techspace for the full amount of any Fee payable in accordance with the terms of this agreement.
5.2 Techspace shall pay such Fee:
5.2.1 in full in advance for any Licence agreed that is within 10% of List Price;
5.2.2 six monthly in advance for any Licence agreed that is not within 10% of List Price; and
5.2.3 in month 13 for any Fee payable on months 13 to 24 on a Licence with a Relevant Period longer than 12 months.
5.3 Techspace shall only be obliged to pay a Fee once it is in receipt of a valid and accurate invoice, any deposit/prepayment and the first month’s Licence Fee payable under the relevant Licence.
5.4 VAT shall be payable on the Fee, at the prevailing rate.

6. Data Protection and Confidentiality
6.1 Each party shall comply with its obligations under the Privacy Laws in respect of any data shared between them under this Engagement (“Referral Personal Data”).
6.2 The Broker Referral Partner warrants that it is lawfully entitled to share Referral Personal Data with Techspace under this agreement and that Techspace will be lawfully entitled to contact a Referral to discuss the provision of serviced office premises.
6.3 Each party shall act as an independent data controller in respect of any Referral Personal Data shared under this agreement.
6.4 The Broker Referral Partner agrees to keep the Confidential Information strictly confidential and may only use such Confidential Information for the Purpose and may not use or exploit any Confidential Information to the competitive disadvantage of Techspace.
6.5 The Broker Referral Partner acknowledges that the Confidential Information constitutes valuable proprietary information of Techspace.  No rights, other than those expressly set out in this agreement are granted to the Broker Referral Partner.
6.6 The Broker Referral Partner acknowledges that any breach of this provision may cause harm to Techspace for which monetary damages would not be a sufficient remedy; and Techspace is entitled to seek specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach of this deed by the Broker Referral Partner, in addition to any other remedies available to Techspace.

7. Termination of Engagement
7.1 This agreement shall continue in force until terminated by either party on not less than 1 months’ notice.
7.2 Termination shall not affect the accrued rights of the parties.

8. Governing Law
8.1 The Engagement and any dispute or claim arising out of or in connection with it or the subject matter or formation of it (including non-contractual disputes or claims) are governed by and shall be construed in accordance with English law. The parties submit to the non-exclusive jurisdiction of the English courts for all purposes relating to and in connection with each Engagement and any such dispute or claim.