Service Provider Terms & Conditions

Effective Date: 27th May 2025

Parties: OfficeBroker.io Limited (“OfficeBroker”, “we”, “us”, “our”) and the entity or person to whom an Introduction is made (“Provider”, “service provider”, “you”, “your”).

By accepting a Lead or otherwise using our services, you agree to be bound by these Terms.

1. Definitions

1.1 “Introduction” means any communication by which we identify or refer a prospective client (“Lead”) to you.
1.2 “Lead” means any person or entity introduced by us to you.
1.3 “Contract” means any lease, licence, or other written agreement between you and a Lead for occupation of a Space.
1.4 “Space” means any commercial flexible, coworking, managed, serviced, or similar office premises.
1.5 “Commission” means 10% of the first year’s total gross rent payable by the Lead under a Contract, excluding VAT and service charges.
1.6 Capitalised terms not defined in these Terms have the meanings given in the Companies Act 2006 (or equivalent).

2. Our Service

2.1 We will introduce eligible Leads to you in respect of available Spaces.
2.2 We act solely as a broker and do not give legal, financial, or other professional advice.

3. Non‑Exclusivity

3.1 This Agreement is non‑exclusive. You may engage other brokers or source clients independently.
3.2 We may continue to promote your Spaces to other Leads.

4. Service Provider Obligations

4.1 You shall:
a) Use each Lead’s information only to pursue the relevant opportunity;
b) Treat Leads professionally and comply with all applicable laws;
c) Ensure all Listings (details of Spaces) are accurate, lawful, and up‑to‑date;
d) Promptly update us of any change in availability, rates, or terms;
e) Not circumvent us by dealing directly with Leads without notifying us;
f) Notify us in writing within 5 business days if a Lead signs a Contract.

4.2 Upon request, you shall provide reasonable evidence of any such Contract (e.g. a redacted lease summary).

5. Fees & Commission

5.1 If, within six months of an Introduction, you enter into a Contract with a Lead, you shall pay us Commission.
5.2 Commission is 10% of the first year’s total gross rent under that Contract, excluding VAT and service charges.
5.3 We will invoice you within 7 days of receiving your notification of Contract. You shall pay in full within 30 days of invoice date, in GBP.
5.4 Late payments incur interest at 8% above the Bank of England base rate, calculated daily from the due date until payment.
5.5 If you agree any variation, extension, renewal or increase in rent with the Lead, additional Commission shall be due on the increased amount.
5.6 If a Contract terminates early, no refund of Commission is due unless we agree in writing, provided any repayment to you has been made to us in full.

6. Audit Rights

6.1 You shall keep accurate records of all Contracts with Leads introduced by us.
6.2 We (or our appointed auditor) may, on reasonable notice, inspect such records once per calendar year or in relation to any specific Commission claim, solely to verify the Commission payable.
6.3 All audited information shall be treated confidentially.

7. Data Protection

7.1 Each party shall comply with UK GDPR and the Data Protection Act 2018.
7.2 You shall process personal data received from us only to pursue the relevant Contract and not for any other purpose.
7.3 Both parties must implement appropriate technical and organisational measures to protect personal data.
7.4 You warrant that all personal data you supply to us has been obtained lawfully and that you have a lawful basis for sharing it.

8. Confidentiality

8.1 Each party shall keep confidential all commercially sensitive information received in connection with these Terms.
8.2 Confidential information may be shared only with employees, advisors or subcontractors on a need‑to‑know basis.
8.3 This clause survives termination.

9. Intellectual Property & Acceptable Use

9.1 All Website content (text, graphics, code, images, trademarks) is owned by or licensed to OfficeBroker.
9.2 You may not reproduce, adapt, distribute, frame or deep‑link to any part of the Website without our prior written consent, except linking to our homepage in a fair, legal manner.
9.3 Users must not introduce viruses, malware or attempt unauthorised access.
9.4 These provisions do not limit your ability to use Leads or Listings as intended.

10. Warranties & Indemnity

10.1 We make no warranty as to the suitability of any Lead or the likelihood of concluding a Contract.
10.2 You warrant that all information you provide for Listings is accurate and lawful.
10.3 You indemnify us against all losses, costs, damages or claims arising from your breach of these Terms, your misrepresentations, or your use of any Lead.

11. Limitation of Liability

11.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
11.2 Our total liability (in contract, tort or otherwise) is limited to the total Commission actually paid by you in the 12 months preceding the event giving rise to the claim.
11.3 We shall not be liable for any indirect, special or consequential loss.

12. Change of Ownership & Insolvency

12.1 You shall notify us within 14 days of any change of control, merger, sale or insolvency event.
12.2 Any outstanding Commission shall become immediately due and payable on such event.

13. Termination & Survival

13.1 Either party may terminate these Terms on 30 days’ written notice.
13.2 Either party may terminate immediately if the other materially breaches and fails to remedy within 14 days of notice.
13.3 Termination does not affect accrued rights, including Commission payable for Introductions made before termination.
13.4 Clauses 5 (Fees), 6 (Audit), 7 (Data Protection), 8 (Confidentiality), 11 (Limitation of Liability), 13.3 and this clause survive termination.

14. Notices

14.1 Notices must be in writing and sent:
a) By hand (on receipt);
b) By pre‑paid first‑class post in the UK (next business day);
c) By email to the address provided (on the next business day).
14.2 International mail is deemed received five business days after posting.

15. Dispute Resolution

15.1 Parties shall first seek to resolve disputes through good‑faith negotiations.
15.2 If unresolved within 30 days, either party may refer the dispute to mediation under the CEDR Model Mediation Procedure.
15.3 If still unresolved after 60 days, either party may commence court or arbitration proceedings.

16. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, unless the parties agree arbitration under the Arbitration Act 1996 (per clause 15).

17. Entire Agreement, Variation & Severability

17.1 These Terms, together with any documents they expressly incorporate, constitute the entire agreement.
17.2 No amendment or waiver is effective unless in writing and signed by both parties.
17.3 If any provision is held invalid or unenforceable, it will be deemed deleted and the remainder will remain in full force.

By accepting a Lead or otherwise using our services, you acknowledge that you have read, understood and agree to be bound by these Terms.