Instant Offices Managed Terms and Conditions
1. Interpretation
In these conditions the following words have the following meanings:
"Event of Insolvency" means an order being made or a resolution being passed for the winding up of the Operator or an order being made for the appointment of an administrator to mange the affairs, business and property of the Operator or if a receiver is appointed of any of the Operator's assets or undertakings or if circumstances arise entitling a Court to make a winding up order or if the Operator suffers any similar or analogous action in consequence of debt in any territory or jurisdiction;
"Instant Offices" means Instant Offices Limited, a company registered in England and Wales (company number 3769141), whose registered office is at 55 North Wharf Road, London W2 1LA;
"the Operator" means the person(s), firm or company acquiring the services of Instant Offices hereunder; "Sale" means the entering into by the Operator of a binding contract for the sale of the majority of its shares or assets.
2. Application of Terms
2.1 These conditions shall govern all services provided by Instant Offices to the Operator to the exclusion of all other terms and conditions, to the maximum extent permitted by law.
2.2 Each introduction of a customer to the Operator by Instant Offices shall be deemed to be subject to these conditions and any contract entered into between the Operator and a customer so introduced shall give rise to an obligation to pay commission in accordance with clause 3 below.
3. Commission
3.1 In consideration for Instant Offices introducing customers to the Operator, the Operator will pay commission to Instant Offices in accordance with this clause 3.
3.2 Such Commission will be payable within 7 days of the date of the invoice therefore failing which Instant Offices shall be entitled to charge interest at the rate of 3% above the base rate of Barclays Bank Plc from time to time.
3.3 For the purpose of these conditions:
(a) the commission shall be an amount equal to 10% of the fully inclusive rent, exclusive of VAT (if applicable), payable by the customer to the Operator during the first 12 months of the customer's occupancy.
* (b) all sums payable by the Operator to Instant Offices pursuant to these conditions are exclusive of VAT (if applicable); (c) the commission will become due as soon as (and not before) the Operator receives a signed agreement from a customer who, but for the work carried out by Instant Offices, would not have become a customer of the Operator in respect of any particular letting agreement, and (subject to Clause 3.4 below) will be payable to Instant Offices in four equal quarterly instalments, pay able in advance.
3.4 In the event of a Sale or an Event of Insolvency, all commission payable in accordance with this Clause 3 shall become immediately due and payable in full.
3.5 All referrals of customers made by Instant Offices to the Operator shall be deemed to be introductions giving rise to commission payments on completion of contracts, unless the Operator is able to demonstrate to the reasonable satisfaction of Instant Offices, within 7 days of a referral, that it has previously been contacted by such person other than through an Instant Offices referral.
4. Limitations, Exclusions and Indemnity
4.1 All warranties, conditions and other terms implied by statute or common law shall be excluded to the maximum extent permitted by law and Instant Offices shall have no liability for any claim between the Operator and a customer.
4.2 Notwithstanding clause 4.1, the liability of Instant Offices shall at all times be limited to the amount of commission received by Instant Offices in relation to the letting in question.
4.3 The Operator shall indemnify and hold harmless Instant Offices from and against all and any costs claims loss and damages arising in respect of any claims brought by a customer of the Operator or any third party arising out the activities of Instant Offices or the Operator.
5. Termination
5.1 These conditions shall be terminable with immediate effect by either party on the giving of written notice to the other.
5.2 Notwithstanding clause 5.1, any contract entered into following termination, between the Operator and a customer introduced by Instant Offices prior to termination, shall give rise to the payment of commission in accordance with Clause 3 as if these conditions continued to apply.
6. Governing law
These conditions shall be governed by and construed in accordance with English law.
7. Miscellaneous
7.1 Any waiver by either party of any breach or non-compliance with these conditions by the other will not be construed as a waiver of any earlier or later default of a like nature.
7.2 Neither party shall be entitled to assign the benefit of these conditions other than to a subsidiary.
7.3 Except as may be agreed from time to time, neither party shall have authority to act for, represent or bind the other.
7.4 Instant Offices provides its services hereunder as an independent contractor and not as agent, partner or employee of the Operator.
7.5 These conditions contain the whole agreement between the parties relating to the transactions contemplated hereby and supersedes all previous agreements between the parties relating to these transactions.
7.6 Each party acknowledges that in agreeing to enter into this Agreement it does not rely on any representation or warranty, collateral contract or other assurance other than those as set out in this Agreement. Each party waives all rights and remedies which, but for this sub-clause might otherwise be available to it in respect of such representation, warranty, collateral contract or other assurance, provided that nothing in this clause shall limit or exclude any liability for fraud.