Who We Are

We are Desana Network Limited, a private limited company incorporated in Scotland (registered number SC527495) with its registered office at
14 Albany Street, Edinburgh EH1 3QB, trading as "Desana" (Desana, we, us or our).

What We Do

We provide an online booking platform (the Desana Platform) allowing Operators to:

(i) list and advertise the Operator’s Work Space Service and additional amenities that they make available to Customers and Users; and

(ii) facilitate Customers’ and Users’ booking of the Operator's Work Space Service through the Desana Platform,

(together the Services).

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c) A reference to writing or written includes email.

2.1 These Conditions apply to how you, as an Operator, use the Desana Platform to receive the Services and provide your Work Space Service to Customers and Users. These Conditions shall form the basis of the Contract between Desana and the Operator.

2.2 By creating a Desana account and/or by using the Services, Operators agree to be bound by these Conditions. Operators should not create an account or use the Desana Platform or the Services if they do not agree to the Conditions.

2.3 The Contract shall be deemed to be entered into by the Operator either when:

(a) the Operator creates an account on the Desana Platform and agrees to enter into the Contract on the basis of these Conditions by ticking the box confirming that they have read and accept these Conditions; or,

(b) the Operator uses the Services by accepting bookings by Users or Operator Payments by Desana; or

(c) both Desana and the Operator have validly executed a copy of these Conditions.

2.4 Unless otherwise stated, these Conditions apply to the Contract to the exclusion of any other terms that the Operator seeks to impose or incorporate, or which are implied by trade, custom, practice, purchase order or course of dealing.

2.5 Desana reserves the right to modify these Conditions at any time in accordance with this provision. If we make changes to these Conditions, we will post the revised Conditions on the Desana Platform. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Conditions, you may terminate the Contract by giving thirty (30) days’ notice in writing to Desana, and you shall facilitate all bookings made via the Platform, during the notice period. On termination, you shall cease to use the Desana Platform or Services, subject to clause 12.2. We will inform you about your right to terminate the Contract in the notification email. If you do not terminate the Contract before the date the revised Conditions become effective, your continued access to or use of the Desana Platform will constitute acceptance of the revised Conditions.

3.1 Desana shall make the Services available to the Operators on the basis of these Conditions.

3.2 In return for the Operator Payments under this Contract, the Operator commits to Desana to provide Work Space Service to Desana's Customers and Users for no consideration.

3.3 The Operator shall provide accurate, reliable and up to date information reasonably requested by Desana to enable Desana to create the Listings identified by the Operator, and the Operator shall then access the Desana Platform to update and manage the content of its Listings. The Operator shall ensure during the term of the Contract that the content of the Listings is accurate and kept up to date at all times.

3.4 Where it is not reasonably practicable for the Operator to update the content of any of its Listings, the Operator may request that Desana makes necessary updates to such Listing, subject to providing Desana with all reasonable cooperation and information to enable Desana to do so.

3.5 Desana may, at the request of an Operator pursuant to clause 3.4 and as otherwise permitted by these Conditions, update and manage the content of an Operator’s Listings on the Desana Platform but Operators alone are responsible for providing the content for their Listings. Operator agrees to indemnify Desana for any loss or damages that arise out of any misleading, incorrect, inaccurate or misrepresentative statements or content In the Operator's Listing(s).

3.6 In connection with any request from an Operator pursuant to clause 3.4, Desana shall act at all times on the instructions of the Operator in respect of any of its Listings submitted to Desana and shall effect any requested changes as soon as possible and in any event within two (2) Business Days.

3.7 In consideration for the Operator's obligations to Desana under this Contract Desana shall pay to the Operator the amounts (Operator Payments as pre-agreed and in accordance with the Pricing Document) for the Operator's agreement to Desana to supply the non-exclusive Work Space Service advertised in an Operator’s Listing and booked through the Desana Platform.

3.8 All sums payable by Desana to the Operator under the Contract are exclusive of VAT, or similar sales tax.

3.9 Notwithstanding clause 3.7 and 3.8, the parties to this Contract agree that the obligations and Work Space Service provided by the Operator to Desana under this Contract do not constitute a supply by the Operator to Desana of land or land related services for VAT, or similar sales tax, purposes. On this basis the parties agree that the place of supply of the Operators obligations and Work Space Service to Desana for VAT purposes is the UK and Desana confirms to the Operator that it is receiving the Work Space Service from the Operator in a business capacity. Accordingly, and to the extent that the Operator is not established in the UK, then no VAT or similar sales tax will be chargeable by the Operator and Desana shall account for any VAT due as a self-supply under the reverse charge in the UK.

3.10 For the avoidance of doubt, all taxes, charges, levies, assessments and other fees of any kind imposed on the supply of services to Desana under this Contract and the supply of the Work Space Service by the Operator to the Customers and Users shall be the responsibility of, and for the account of, the Operator.

3.11 For convenience and ease of making Operator Payments in a timely manner Desana will:

(a) issue self-billed invoices to the Operator for all supplies made to them by the Operator until the Contract between both parties ends as defined by clause 12;

(b) on receipt from the Operator of relevant information regarding any local tax requirements required under the self-billing arrangement, ensure that all self-billing invoices raised comply with relevant tax laws in the Operator's jurisdiction.

4.1 The Operator will:

(a) accept self-billing invoices raised by Desana on behalf of the Operator until the Contract between both parties ends as defined by clause 12;

(b) not raise sales invoices to Desana for the Services and supplies to Desana under this Contract.

4.2 The Operator shall cooperate with Desana in all matters relating to the Services and shall provide Desana with information relating to Work Space Service and additional amenities, as may reasonably be required to allow Desana to operate the Desana Platform, including without limitation Operator’s Space Rules.

4.3 The Operator agrees and undertakes to:

(a) obtain and maintain in effect appropriate insurance to a level of at least £2,000,000, or the equivalent, when providing the Work Space Services and inform Desana of any exclusions to, any premiums that may apply for, such insurance policy. Such policy coverage will cover the actions or inactions of any Customer or User whilst using the Service. Operators shall provide Desana with a copy of their relevant insurance policy documents on request from Desana;

(b) make the Work Space Service described in the Listing accessible and available to Customers and Users in accordance with bookings made on the Desana Platform;

(c) ensure that the Work Space Service is as described in the Listing;

(d) comply at all times with the Desana Operator Code of Conduct;

(e) pursuant to clause 5 pay to Desana any Commission, and any other fees as agreed and owing by the Operator to Desana, in advance from time to time; and

(f) comply with all applicable federal, state, national and local regulations and laws, including without limitation all data protection, employment, and health and safety laws and regulations.

4.4 If you choose to use the Desana Platform as an Operator, your relationship with Desana is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Desana for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Desana.

4.5 Operator understands and agrees that Desana may, but is not obligated to, monitor, verify or review any Listings posted on the Desana Platform.

4.6 Desana may delete any content within a Listing, in whole or in part, that in its sole discretion violates the Contract, or may harm the reputation of the Services or Desana, or which could, in Desana's reasonable view, be detrimental to the operation of the Services.

4.7 By posting a Listing on the Desana Platform, Operator hereby irrevocably grants to Desana a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute the content. Such license is for the purpose of operating, developing, providing, promoting, and improving the Services and the operation of Desana's commercial activities.

4.8 Operator warrants that they are the sole legal and beneficial owner of the content in the Listings that they make available on the Desana Platform and that the content in the Listings is true and accurate at the time that the Listing is made available on the Desana Platform, and that the content of the Listings does not infringe on the rights of any third parties.

4.9 Operator shall notify Desana immediately if any of their beneficial owners, shareholders, directors or other persons with significant control of, or financial interest in, Operator are, have been, or become at any time, a politically exposed person (PEP); subject to any international sanctions, trade restrictive orders of any kind; or subject to any money laundering, bribery or corruption investigations anywhere in the world.

4.10 Operator will implement and comply fully with cybersecurity requirements contained in SCHEDULE I below.

4.11 Operator shall permit Desana to audit Operators' compliance with these terms and shall cooperate fully with Desana in any such audit, at the Operators’ own expense.

5.1 Desana shall be entitled to Commission if an Operator and a Customer, or User, enter into a Permanent Arrangement.

5.2 The Operator shall promptly notify Desana in writing of the following no later than 5 Business Days after it enters into such Permanent Arrangement:

(a) the date it enters into a Permanent Arrangement;

(b) the amount of the payments due for services under it; and

(c) the duration of the Permanent Arrangement.

5.3 Desana shall be entitled to Commission in accordance with clause 5.4 if an Operator enters into a Permanent Arrangement with a Customer or User of Desana.

5.4 The amount of commission payable shall be for a twelve (12) month period, due on the first day of each month starting from the commencement date of each Permanent Arrangement (whether invoiced or not), at the rate of 10% of the Operator's gross income received each month under such Permanent Arrangement (as it may be renewed, extended or amended up to a maximum period of 12 months) (Commission).

5.5 All Commission payable pursuant to clause 5.3 shall be due to Desana (whether invoiced or not) within 15 Business Days of the end of the month in which the Operator received the corresponding payment for services under a Permanent Arrangement. If the Operator receives payment under any Permanent Arrangement in instalments, then Commission shall be calculated and paid on such instalments as they are received by the Operator.

5.6 The Operator shall keep separate accounting records giving correct and adequate details of all Permanent Arrangements entered into by the Operator, all payments received under them and all Commissions owed. The Operator shall permit the duly appointed representatives of Desana at all reasonable times, but no more than once in any 12 month period, to inspect all such accounts and records and to take copies of them.

5.7 Termination of this Contract, howsoever arising, shall not affect the continuation in force of this clause 5 and the Operator's obligation to pay Commission to Desana in accordance with it.

6. 1 Operator is solely responsible for their interactions with Users. Operator agrees to take all necessary precautions in all interactions with other Users.

6.2 Operator understands that Desana does not verify the User or Customer profiles posted on the Desana Platform. Desana makes no representations or warranties as to the conduct of its Users or their ability to receive the Services or the Operator's Work Space Service. Desana shall use all reasonable commercial endeavours (including by contractual obligation) to ensure that Customer’s verify Users’ identity prior to being provided access to the Platform, but shall not be responsible for any Customer’s failure to properly verify any User.

6.3 Desana is not responsible for the conduct of any User, or other individual using the Work Space Service whether such conduct occurs during that User's (or other individual’s) use of the Work Space Service or presence in the location of the Operator's Work Space Service or otherwise. Operator shall inform Desana promptly of any Users’ (or other individual’s) failure to comply with (a) the Space Rules; (b) the Desana User Code; and (c) any other reasonable professional standards which may cause the Operator concern. Without prejudice to the Operator’s responsibility to manage such, Operator shall provide Desana with all relevant information, documentation, reports and evidence Desana reasonably requires relating to any such incidents or Users failure to comply. Operator shall keep its Space Rules accurate and up to date on the Platform.

6.4 Without prejudice to clause 5 above, Operators shall not collect financial information from Users, nor should they collect payment directly from Users for any services provided to them through the Desana Platform.

7.1 All Intellectual Property Rights in or arising out of or in connection with the Desana Platform, other than the content posted by an Operator in a Listing, shall be owned by Desana.

7.2 Operator agrees to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any Intellectual Property Rights accessible through the Services.

7.3 All Intellectual Property Rights in the content of the Operator’s Listings shall be owned by the Operator.

8.1 From time to time during the term of this Contract, either party (the Disclosing Party) may disclose or make available to the other Party (the Receiving Party) information about its business affairs, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, Confidential Information).

8.2 Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this clause 8 by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosures as possible and, where notice of disclosure is not prohibited and given in accordance with this clause, takes into account the reasonable requests of the other party in relation to the content of such disclosure.

8.3 The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Contract; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this clause 8 caused by any of its Users, employees, agents or representatives.

8.4 On the expiration or termination of the Agreement, at the Disclosing Party's written request, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.

9.1 Operator is solely responsible for compliance with any and all national, federal, state and local laws, rules, regulations, and tax obligations that may apply to your use of the Services or the delivery of the Work Space Service to Customers or Users, or that of its employees, contractors, agents or representatives.

9.2 In connection with your use of the Services, you will not and will not assist or enable others to:

(a) breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, these Conditions, the Desana Operator Code of Conduct or the Desana User Code of Conduct;

(b) use the Desana Platform for any commercial or other purposes not associated with the Services that are not expressly permitted by these Conditions or in a manner that falsely implies Desana's endorsement, partnership or otherwise misleads others as to your affiliation with Desana;

(c) copy, store or otherwise access or use any information, including personally identifiable information about any User, contained on the Desana Platform, or provided to you by Desana to enable bookings, in any way that violates the privacy rights of Users;

(d) use the Desana Platform, or any User’s Personal Data (including email address), howsoever acquired, in connection with the distribution of unsolicited commercial messages (spam);

(e) without prejudice to clause 5, request, accept or make any payment for use of services similar to the Work Space Service from a Customer or User where such User (or the relevant Customer from whom the User’s rights are derived) has paid for the use of the Work Space Service through the Desana Platform (and, where the Desana Platform has the necessary capability, you will ensure that provision of such similar services is procured and paid for through the Desana Platform rather than by way of separate arrangement);

(f) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;

(g) use, display, mirror or frame the Desana Platform, or any individual element within the Desana Platform, Desana's name, any Desana trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Desana Platform, without Desana's express written consent;

(h) dilute, tarnish or otherwise harm the Desana brand in any way, including through registering and/or using Desana or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Desana domains, trademarks, taglines, promotional campaigns;

(i) use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Desana Platform for any purpose;

(j) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Desana or any of Desana's providers or any other third party to protect the Desana Platform;

(k) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Desana Platform; or

(l) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Desana Platform.

9.3 In connection with your use of the Services, Desana will not and will not assist or enable others to:

(a) breach or circumvent any applicable federal, state or local laws or regulations or these Conditions;

(b) copy, store or otherwise access or use any information, including personally identifiable information about any User, contained on the Desana Platform in any way that violates the privacy rights of Users;

(c) facilitate the distribution of unsolicited commercial messages (spam);

(d) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behaviour;

(e) use, display, mirror or frame your trademark, logo or other proprietary information without your express written consent (other than where such trademark, logo or other proprietary information is contained in your Listing);

(f) dilute, tarnish or otherwise harm your brand in any way; or

(g) register and/or use your brand or derivative terms in domain names, trade names, trademarks or other source identifiers, or register and/or use domain names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to your domains, trademarks, taglines, promotional campaigns, in each case throughout this sub-clause (g), to the extent that such registration or use would infringe your Intellectual Property Rights.

9.4 Desana may immediately, without notice, terminate any agreement pursuant to these Conditions and/or stop providing access to the Desana Platform if:

(a) you have materially breached your obligations under these Conditions;

(b) you have materially breached the Desana Operator Code of Conduct, which breach is irremediable;

(c) there is a change of control within the meaning of section 1124 of the Corporation Tax Act 2010;

(d) you have breached any part of clause 15, or Desana reasonably believes the foregoing to be the case; or

(e) you have violated applicable laws (including without limitation the Anti-Corruption Laws (as defined below), regulations or third party rights; or

(f) Desana believes in good faith that such action is reasonably necessary to protect the interests of Desana, its Users, other Operators, or third parties (including, but not limited to, in the case of fraudulent behaviour of an Operator, and insolvency).

9.5 If your access to or use of the Desana Platform has been limited, your Desana account has been suspended, or this Contract has been terminated by us, you may not register a new Desana account or access and use the Desana Platform through a Desana account of another Operator.

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract or the unavailability of the Desana Platform that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

10.3 We will use reasonable endeavours to ensure that the Desana Platform is free of all material faults that impede the ability of Users and Operators to access and use the core functionality of the platform. If such a fault occurs with the Desana Platform you should report it to [email protected] (or such other email address as is notified by Desana from time to time) and we will correct the fault as soon as we reasonably can (and such fault correction may include the implementation of a workaround). Your access to the Desana Platform may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to give you advance notice of this and to restore the Desana Platform as soon as we reasonably can. However, we will not be liable to you if for any reason the Desana Platform is unavailable at any time or for any period. Access to the Desana Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for Events Outside Our Control. We may also need to modify or maintain the Desana Platform at any time.

10.4 Operator shall be solely responsible for any failure to perform, or delay in performance of any of your obligations under the Contract or the unavailability of any Work Space that is caused by any act or event beyond your reasonable control (Event Outside Operator Control).

10.5 If an Event Outside Operator Control takes place that affects the performance of your obligations under the Contract:

(a) you will notify us immediately; and

(b) we will not pay you for any bookings affected.

12.1 The Contract will remain in full force and effect while Operators use the Services and/or maintain a Desana account. Subject to the obligations in clause 12.2, Operators may terminate their account at any time, for any reason, by following the instructions in the Service. Desana may terminate or suspend Operator's accounts or the provision of the Services at any time in its sole discretion.

12.2 In the event that this Contract is terminated, Operators shall fulfil any outstanding bookings made via the Desana Platform by Users or Customers in the full calendar month following termination.

12.3 This clause 12 shall survive termination or expiry of the Contract.

13.1 For the purposes of this clause 13 the following terms shall have the following meanings:

Processing has the meaning given under the Data Protection Laws (and Process, Processed and Processes shall be construed accordingly)

Controller, Processor, Personal Data and Data Subject have the meanings given under the Data Protection Laws

Data Protection Laws means all laws that relate to data protection, the use of information relating to individuals, and/or the information rights of individuals and all laws implementing them to the extent that they apply to the parties, in each case as may be replaced, extended or amended, including, without limitation, the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the California Consumer Protection Act (CCPA), as applicable.

13.2 For the purposes of these Conditions, insofar as the parties share Personal Data in the provision of the Services, Desana and the Operator are deemed to be separate Controllers, in respect of the Processing of Personal Data in connection with the Services.

13.3 The Operator shall not use any User’s Personal Data for the purposes of creating biometric data (as defined in the Data Protection Laws), for any purpose whatsoever.

13.4 Each party shall comply with Data Protection Laws and shall not by its act or omission cause the other party to breach Data Protection Laws.

13.5 Without prejudice to the general obligation at clause 13.1 above, each party shall in the case of an unauthorised loss, corruption, damage, destruction, alteration, disclosure or access to any Personal Data, any unauthorised or unlawful processing of Personal Data or any breach of the Data Protection Laws (each a Personal Data Breach), or any action that causes or could reasonably be deemed to cause a Personal Data Breach, to the extent that such Personal Data Breach is likely to impact the Personal Data processed by the other party, that party shall at the earliest opportunity notify the other party of the Personal Data Breach and shall liaise and collaborate in order to meet their legal obligations to report a Personal Data Breach in accordance with Data Protection Laws.

13.6 The parties shall indemnify and keep indemnified each other in full from and against all claims, proceedings, actions, damages, costs, fines, expenses and any other liabilities which may arise out of, or in consequence of, any Personal Data Breach and any breach or purported breach of the Data Privacy Laws, including loss of or damage to property, financial loss arising from any breach of the Data Privacy Laws or any other loss which is caused directly or indirectly by any act or omission arising from any breach of the Data Privacy Laws.

13.7 Where the Operator is based in a territory outside of the UK/EEA, which is not covered by; GDPR; OR UK GDPR; OR; an adequacy decision, as maintained by the EU DPA OR UK ICO, then the clauses set out in the Desana Operator Data Protection Agreement shall be deemed incorporated into the Contract. Furthermore, the Operator agrees to enter into any revised version of such clauses, as may be provided by Desana acting on the recommendation, advice or instruction of Data Protection Laws.

13.8 Where applicable, for purposes of the CCPA, the Operator shall at all times be considered a Third Party.

13.9 The provisions of this clause 13 will survive termination or expiry of the Contract.

13.10 The Operator shall not transfer any Desana Data or user PII to any jurisdiction other than;

13.11 Where the Operator is established outside of the UK/EEA, the Operator and Desana agree to be further bound by the Desana Operator Data Protection Agreement as updated from time to time by Data Protection Laws.

13.12 Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the UK Addendum states that Parties may enter into that Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Therefore entering into this Agreement will have the same effect as signing the Approved EU SCCs, any part of the Approved EU SCCs and the UK Addendum.

15.1 The parties warrant and undertake that neither they nor any of their officers or employees have done, or have permitted to be done, or will do or will permit to be done, anything which:

(a) is in breach, or is likely to have been in breach, of any Anti-Corruption Laws; or

(b) will result, or is likely to result, in the other party being in breach of any Anti-Corruption Laws.

15.2 Operator warrants that it, nor any of Operator’s beneficial owners, shareholders, directors or other persons with significant control of, or financial interest in, Operator are, have been, or become at any time:

(a) a politically exposed person (PEP);

(b) subject to any international sanctions, trade restrictive orders of any kind imposed by the United Nations, United States of America, United Kingdom, European Union, or any governmental department or committee of the foregoing; or

(c) subject to any money laundering, bribery or corruption investigations anywhere in the world.

15.3 “Anti-Corruption Laws” means:

(a) the Bribery Act 2010 (or any re-enactment or modification of such Act);

(b) the U.S. Foreign Corrupt Practices Act; and

(c) any and all fraud, money laundering, anti-corruption and/or anti-bribery laws and regulations now or from time to time in force in any jurisdiction which may be applicable to the respective parties to, or the terms of implementation of, this Contract.

15.4 Operator must immediately notify Desana if, at any time, the party becomes aware of being in breach of any of the foregoing clause 15.

Be Independently audited and certified to ISO27001 and ISO27701 OR implement the following Technical and Privacy Controls:

Operator will ensure that all User PII, and all other Data related to, Desana, Desana Users and Desana Customers and/or Desana’s products, services and/or technologies is only accessible to authorised personnel and is protected by electronic and procedural security measures against unauthorised, unlawful or accidental access and/or use, disclosure, loss, alteration or destruction, corruption, attack, viruses, interference, hacking, or other security intrusions.

Operators shall employ appropriate measures to ensure that all sub-processors or other contractors / subcontractors are compliant with all applicable requirements contained herein and have appropriate security privacy measures at least as adequate as those described above.

Last updated: 29/12/2022