TERMS AND CONDITIONS OF SERVICE – FOR USE WITH CUSTOMERS

Updated: 27 March 2025

Who we are

We are Desana Network Limited, a private limited company incorporated in Scotland (registered number SC527495) with our 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 service through our online booking platform (the Desana Platform) which enables Customers to:

(i) book Work Space Services which are listed by Operators on the Desana Platform ("External Services"); and

(ii) manage their own internal Work Spaces, and enable Users to book such internal Work Spaces ("Internal Services").

1. INTERPRETATION

1.1 Definitions

Anti-Corruption Laws	means (i) the Bribery Act 2010 (or any re-enactment or modiﬁcation of such Act); (ii) The U.S. Foreign Corrupt Practices Act; and (iii) 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.
Booking	any bookings made for Work Space by a User via the Internal or External Services on the Desana Platform.
Business Day	a day other than a Saturday, Sunday or public holiday in England and Wales when banks in London are open for business.
Charges	the charges paid by the Customer under the Contract for the Services.
Conditions	these terms and conditions as amended from time to time in accordance with clause 2.4.
Contract	the contract between Desana and the Customer for the Services as described in clause 2.2.
Credits	means Desk Credits or Resource Credits.
Customer	is you, a corporate entity or organisation named on the Proposal (you, your). Customers are categorised between: (a) US Customer: means you are a Customer that is incorporated in the United States of America; and (b) Non-US Customer: means you are a Customer that is incorporated outside of the United States of America.
Customer Affiliate	means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with the specified person or entity and/or whose ultimate parent company is Customer.
Customer Marks	means the name of Customer or of any Customer Affiliate, and any other trademark, service mark, logo or copyright-protected work (whether or not registered) of Customer or Customer Affiliate.
Desana User Code of Conduct	means the code of conduct developed by Desana regarding the minimum behaviour standards required of all Users in relation to the use of Work Spaces, available here.
Desana Dashboard	the part of the Desana Platform made available to the Customer in relation to the Services.
Desk	a single workstation for use by one User.
Desk Credits	means credits purchased by the Customer which can be redeemed against a Booking for a Desk in Operator Buildings as part of the External Services.
Effective Date	the date of acceptance of the Proposal Document by the Customer.
Intellectual Property Rights	patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Listing	means any listing or similar information posted on the Desana Platform by an Operator in relation to a Work Space Service.
Meeting Room	a room with meeting facilities for two or more Users.
Operators	are the 3rd Party organisations who provide Work Space Services and list such services on the Desana Platform.
Other Resources	resources that can be redeemed against Resource Credits such as Meeting Rooms and other bookables such as food and drink for meetings, events spaces, creative studios etc (subject to availability with individual Operators). For the avoidance of doubt, this does not include individual Desks for work.
Proposal Document	the document incorporating these Conditions provided by Desana to the Customer setting out the commercial terms on which Desana shall make the Services available.
Private Office	a fully enclosed space with Desks for providing non-public Work Space for an individual, or groups.
Resource Credits	means credits purchased by the Customer which can be redeemed against a Booking for Other Resources in Operator Buildings as part of the External Services.
Space Rules	means the Operator's rules on the use of its Work Space as referenced during the Booking process.
Services	means the External Services and/or the Internal Services as applicable.
Services Start Date	means the date when the Services will first be made available to the Customer, as set out in the Proposal or otherwise agreed by the parties in writing.
User	an individual employee, agent, contractor, or representative of the Customer who is authorised by the Customer to access the Desana Platform in order to use the Services.
Validity Period	has the meaning given to it by clause 3.2.
Work Space	means a Meeting Room, Private Office or Desk.
Work Space Service	means the service provided by an Operator, and listed on the Desana Platform for Customer to book, which comprises the chosen Work Space together with such additional amenities as specified when the Booking for such service is made via the Desana Platform.

1.2 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.

1.3 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.

1.4 A reference to writing or written includes email.

2. BASIS OF CONTRACT

2.1 These Conditions apply to, and form part of, the Contract for the Services.

2.2 The Contract is comprised of the Proposal Document and these Conditions. By signing the Proposal Document, you agree to be bound by these Conditions and the Contract shall commence on the Services Start Date, unless otherwise agreed by the Parties.

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

2.4 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 Dashboard. 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 with immediate effect. 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, or your continued payment of Charges will constitute acceptance of the revised Conditions.

2.5 Customers shall pay the Charges for access to the Services in accordance with the Contract.

3. SERVICES

3.1 Desana shall provide the Services from the Services Start Date in accordance with these Conditions and as described in the Proposal.

3.2 External Services are available via Credits purchased on a rolling monthly subscription basis, or purchased in stand-alone blocks in advance based on anticipated usage. Pricing will vary depending on monthly subscription or ad-hoc purchases, with discounts being available for monthly rolling subscriptions. Credits can be redeemed to make Bookings for Desks and Other Resources within Operator buildings. Credits are valid only for the specific period stated in the Proposal Document or such other period as agreed with Desana in writing ("Validity Period").

3.3 Internal Services are only available on a rolling monthly subscription basis and will be charged as a service fee as described in the Proposal Document. For the avoidance of doubt, Internal Services do not require Credit purchases.

3.4 Where the Customer purchases Credits, the initial number of Credits to be provided to the Customer, and any other Charges, will be specified in the Proposal Document. Additional Credits can be purchased prior to or after the expiry of the Validity Period for existing Credits.

3.5 On or prior to the Services Start Date, the Customer shall provide Desana with a CSV list of Users to whom they wish to allow access to Services. Customer shall be required to manage any additions to, or removals from their User base on an ongoing basis throughout the term of the Contract.

4. CUSTOMER OBLIGATIONS

4.1 During the Term and for a period of 12 months thereafter, Customer shall, at its own expense, maintain and carry in full force and effect, appropriate levels of insurance to cover its liabilities set out in this Contract, including but not limited to worker's compensation, and general commercial liability insurance.

4.2 Customer shall comply with all applicable federal, state, national or local laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the Services outside the jurisdiction in which it has its principal place of business.

4.3 Customers shall cooperate fully with Desana in all matters relating to the payment of Charges and use of the Services.

4.4 Customer agrees and undertakes to:

(a) provide accurate and up to date information as to the User accounts to be linked to Customer's account;

(b) update Desana immediately in the event that any User accounts linked to Customer's account changes;

(c) carry out appropriate checks to verify the identity of any Users to whom they provide access to the Services (and any other employee, agent, contractor, or representative of the Customer using any Work Space) including their right to work in the territory where applicable Work Spaces are located, and ensure that Customer provides Desana with the correct identity details (as such identity details appear on that individual’s identity documents) for the individuals attending the Work Spaces in relation to each Booking; and

(d) 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; and

(e) notify Desana immediately if any of their beneficial owners, shareholders, directors or other persons with significant control of, or financial interest in, Customer 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; or (c) subject to any money laundering, bribery or corruption investigations anywhere in the world.

4.5 Customer will be responsible for any act or omission of its Users when they are using the Services, including any failure to comply with Space Rules or the Desana Code of Conduct.

4.6 Customer shall not, and shall ensure its Users shall not, use the Services for any purposes beyond the scope of the access granted in this Contract, nor shall it (i) copy, modify, or create derivative works of the Services or Desana Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services or Desana Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

4.7 Customer's 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.

5. PAYMENT

5.1 Customer shall pay the Charges to Desana by direct debit (or such other means as Desana may accept) in accordance with the terms set out in the Proposal Document and this clause 5.

5.2 Credits for the External Services will not be issued until payment has been received as cleared funds.

5.3 If Desana does not receive payment for the Charges in accordance with clause 5.1 then Desana shall be entitled to terminate this Contract with immediate effect and provision of the Services will cease immediately.

5.4 All Charges are exclusive of VAT or any similar sales tax on any amounts payable by the Customer. The parties to this Contract agree that the Services provided by Desana to the Customer do not constitute the supply of land or land related services for VAT, or other similar sales tax, purposes and where the Customer is established outside of the UK then unless such VAT, or other similar sales tax, is deemed chargeable by Desana to the Customer, then the Customer shall account for any VAT, or other similar sales tax, due on the supply by Desana to it pursuant to its local tax laws.

6. INTELLECTUAL PROPERTY RIGHTS

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

6.2 Customers shall 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, Desana Platform, or Desana Dashboard.

6.3 Desana acknowledges that Customer retains ownership of the Customer Marks, and nothing in this Contract shall operate to (or be construed to) transfer or assign any rights of use or ownership in such, other than as set out in this Clause ‎7.

6.4 Unless notified in writing otherwise, the Customer grants Desana a non-exclusive and royalty-free licence during the term of the Contract to use the Customer name, Customer’s logo and such other of the Customer Marks for the sole purpose, and to the extent necessary, for Desana’s proper provision of the Services or marketing of the Services under this Contract and at all times in accordance with any guidelines and requirements relevant to their use as notified to Desana by Customer from time to time. Desana shall not modify any Customer Mark without the prior written consent of Customer.

7. EVENTS OUTSIDE OF DESANA’S CONTROL

7.1 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, Desana Dashboard, Services or the Credits that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

7.2 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 endeavour to allow you to subscribe to Credits after the Event Outside of Our Control has ended.

7.3 We cannot guarantee that the Desana Platform or the Desana Dashboard will be fault-free. If a fault occurs with the Desana Platform and/or the Desana Dashboard you should report it either via the Desana Dashboard, or to [email protected], and we will attempt to correct the fault as soon as we reasonably can. Your access to the Desana Platform and/or the Desana Dashboard 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 and/or the Desana Dashboard as soon as we reasonably can. However, we will not be liable to you if for any reason the Desana Platform and/or the Desana Dashboard is unavailable at any time or for any period. Access to the Desana Platform and/or the Desana Dashboard may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. We may also need to modify or maintain the Desana Platform and/or the Desana Dashboard at any time.

8. CONFIDENTIALITY

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, regulation, or a valid order issued by a court or governmental agency 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 8, takes into account the reasonable requests of the other party in relation to the content of such disclosure.

8.3 The Receiving Party shall: (1) 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; (2) 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 (3) 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. LIMITATION OF LIABILITY

Applies to US Customers

Apples to Non-US Customers

9.1.A IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS CONTRACT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (1) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (5) COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

9.1.B Neither party shall be liable, whether in contract, delict (including negligence), tort, for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss or damage to goodwill; and,
any indirect or consequential loss.

9.2.B Nothing in the Contract shall limit the liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any other liability which cannot be limited by law.

Applies to US and Non-US Customers

9.3 SUBJECT TO CLAUSES 9.1A, 9.1.B AND 9.2.B, OUR TOTAL AGGREGATE LIABILITY TO CUSTOMERS SHALL NOT EXCEED A SUM EQUAL TO THE LESSER OF (A) CHARGES PAID BY YOU TO US OVER THE 12 MONTHS IMMEDIATELY PRIOR TO THE RELEVANT DATE OF CLAIM; OR (B) £500,000 (FIVE HUNDRED THOUSAND POUNDS GBP, OR THE USD EQUIVALENT), HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, BREACH OF STATUTORY DUTY, OR OTHER THEORY OF LIABILITY, EVEN IF REASONABLY FORESEEABLE.

9.4 DESANA SHALL NOT BE LIABLE FOR THE AVAILABILITY, CONDITION, OR SUITABILITY OF WORK SPACES, NOR SHALL WE BE LIABLE FOR THE ACCURACY OR CONTENTS OF ANY LISTING ON THE DESANA PLATFORM.

9.5 DESANA SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF USERS (OR OPERATORS IN RESPECT OF WORK SPACES) OR THEIR CONDUCT WHEN MAKING USE OF THE DESANA PLATFORM OR ANY WORK SPACE.

9.6 THE SERVICES ARE PROVIDED "AS IS" AND DESANA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DESANA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9.7 Customer shall indemnify, hold harmless, and, at Desana’s option, defend Desana from and against any Losses resulting from any third-party claims based on Customer's or any User's (i) negligence or wilful misconduct; (ii) breach of this Contract, including breach of any applicable laws or regulations; and (iii) use of the Services in a manner not authorised by this Contract provided that Customer may not settle any Third-Party Claim against Desana unless Desana consents to such settlement, and further provided that Desana will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.

9.8 In providing access to Services in a particular country, Desana is in no way responsible for the safety of its Users or their data in such country and in allowing its Users access to any such Services, the Customer accepts responsibility for ensuring they are satisfied with the risks in that country.

10. TERM

The Contract shall be effective from the Effective Date and, unless otherwise terminated as provided in clause 11, shall continue until:

(a) where Services are provided on the basis of monthly subscription, on expiry of written notice of at least one month given by either party; or

(b) where Services are provided on a fixed period basis, on expiry of that fixed period;

(c) where Services are provided on the basis of stand-alone blocks of Credits, the Credits have been fully utilised or the Validity Period has expired; or

(d) where Services are provided on both stand-alone block and monthly subscription (or fixed period) basis, the criteria stated in sub-clauses (a) and (b) (or (a) and (c) as applicable) above have been met respectively.

11. TERMINATION

11. 1 Without affecting any other right or remedy available to it, Desana may terminate the Contract by giving thirty (30) days written notice to Customer if:

(a) Customer fails to pay any amount due under the Contract on the due date for payment;

(b) subject to clause 11.2, Customer commits a material breach of any other term of the Contract or any applicable laws, regulations or third party rights, which breach is irremediable; or

(c) Desana believes in good faith that such action is reasonably necessary to protect the interests of Desana, its Users, Operators, other Customers, or third parties, including but not limited to where Customer enters an insolvency process.

11.2 Without affecting any other right or remedy available to it, Desana may terminate the Contract immediately by giving written notice to the Customer if:

(a) Customer breaches the Anti-Corruption Laws;

(b) Customer breaches clause 14.

11.3 Customer will not allow any third party, other than its employees, agents and/or members, to make use of its rights under the Contract.

11.4 In the event that the Contract is terminated or expires, Customer will cease to have access to the Desana Platform to use Credits and/or make Bookings immediately on such termination or expiry, and any remaining Credits will be removed from their account without refund, but Customer shall be entitled to access the Desana Dashboard for a period of ninety (90) days from such termination or expiry to retrieve any Customer data.

11.5 This clause 11 shall survive termination or expiry of the Contract.

12. DATA

12.1 For the purposes of this clause 12 the following terms shall have the following meanings:

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

(ii) Controller, Data Subject, Processor, Personal Data, Personal Data Breach and Supervisory Authority have the meanings given under the Data Protection Laws.

(iii) Approved EU SCCs means the Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

(iv) UK Addendum means the International Data Transfer Addendum Issued by the UK ICO incorporating the Addendum to the Approved EU SCCs.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, (a) the General Data Protection Regulation (EU) 2016 / 679 (“GDPR”), (b) the UK GDPR (as defined in Section 3(10) of the Data Protection Act 2018 (“UK DPA”)), and (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 as replaced from time to time, and EU Member State or UK laws or regulations implementing or supplementing the e-Privacy Directive, including laws regulating the use of cookies, other tracking mechanisms and unsolicited e-mail communications, (d) all applicable international, federal, state, national, provincial and local laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective relating in any way to the privacy, confidentiality or security of Personal Information, including without limitation, (i) European Data Protection Laws, (ii) the California Consumer Privacy Act of 2018 and California Privacy Rights Act of 2020, Cal. Civ. Code § 1798.100 et seq. and implementing regulations (collectively, the “CCPA/CPRA”), (iii) the Virginia Consumer Data Protection Act, Va. Code Ann. § 59.1-571 et seq. (SB 1392), and (iv) the Israeli Protection of Privacy Law, 5741 – 1981 and the Israeli Protection of Privacy Regulations (data security), 5777-2017, (v) laws, rules, regulations, directives or governmental requirements regarding data protection, website or online service operators, data breach notification, information security safeguards; (e) all applicable industry standards concerning privacy, confidentiality or information security; and (f) applicable provisions of Customer’s written requirements currently in effect and as they become effective relating in any way to the privacy, confidentiality or security of Personal Data or applicable privacy policies, statements or notices that the Customer provides to Desana with reasonable notice in writing.

12.2 The parties shall at all times comply with their obligations under Data Protection Laws, and neither party shall, by way of any act or omission, cause the other to breach its obligations under Data Protection Laws.

12.3 Desana shall only communicate directly with Users in accordance with the Data Protection Laws and its privacy policy.

12.4 Insofar as Desana acts as a Processor on behalf of Customer, parties agree (without prejudice to Desana's separate responsibilities as a Controller) that in relation to the Personal Data being processed:

(a) Desana shall only be entitled to Process Personal Data for the duration of the Contract unless otherwise expressly provided, in which case the Processing shall only last as long as is necessary under (and fully in compliance with) the Data Protection Laws (the Duration) and only to the extent necessary for the provision the Services and sale of Credits to Customer (the Purpose). The subject-matter of the Processing of the Personal Data is set out in this Contract (the Subject-Matter) and the nature and purpose of the Processing is the Purpose. The Data Subjects whose Personal Data Desana is entitled to Process are the Users of the Desana Platform (the Categories of Data Subjects), and the types of Personal Data which Desana may Process are those types of Personal Data as necessary for the provision of the Services and fulfilment of the terms of the Contract (the Type of Personal Data);

(b) taking into account the nature of the processing, Desana shall implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;

(c) Desana shall process Personal Data only under the terms of this Contract and on the documented instructions of Customer, except to the extent that any processing of Personal Data is required by applicable laws;

(d) Desana shall notify Customer where Desana reasonably believes any documented instructions from Customer in respect of the processing of Personal Data infringe any Data Protection Laws or any other applicable laws;

(e) at Customer's expense, Desana shall assist Customer in its compliance with its obligations under Data Protection Laws in respect of security of processing, carrying out data protection impact assessments (as defined in Data Protection Laws), remedial action to be taken in response to a Personal Data Breach (including notifying Personal Data Breaches to the Supervisory Authority and affected Data Subjects) and consulting with the Supervisory Authority regarding high risk Processing, in each case insofar as it is able taking into account the nature of the processing and the information available to Desana;

(f) Desana shall ensure that its personnel who are authorised to process the Personal Data have committed themselves to confidentiality;

(g) Customer agrees that Desana shall be entitled to continue using its existing sub-Processors as set out in the table linked here.

(h) Desana shall not appoint a new sub-Processor, or change an existing sub-Processor, without giving prior written notice of such appointment of no less than 14 Business Days to Customer. The Customer may object in writing to Desana's appointment of a new sub-Processor by notifying Desana promptly in writing within ten (10) calendar days of receipt of notice of sub-Processor addition in accordance with the above. Such notice shall explain the reasonable grounds for the objection and the parties shall discuss such concerns in good faith with a view to achieving commercially reasonable resolution. If no such resolution can be reached, Desana will, at its sole discretion, either not appoint the sub-Processor, implement special working arrangement where such is agreeable and practical to ensure continuity of service without the use of the contested sub-Processor, or as an option of last resort, permit Customer to suspend or terminate the Contract. Where Customer elects to terminate the Contract under this clause 12.4(h), it shall have a period of ninety (90) days from such termination to use any remaining Credits but this will not prevent the appointment of the new sub-Processor within this period;

(i) Desana shall ensure that all arrangements with sub-Processors are compliant with the requirements of Data Protection Laws.

(j) Desana shall only transfer Personal Data to a country or territory outside the United Kingdom, USA, European Economic Area (EEA) and Countries / jurisdictions with an adequacy decision issued by the EU DPA or UK ICO, in accordance with the provisions of clause 12.6.

(k) Desana shall notify Customer without undue delay if it receives any: (i) request from a Data Subject to access that Data Subject’s Personal Data; (ii) complaint or request relating to the Data Protection Laws and / or (iii) correspondence from a Supervisory Authority which may impact on the Customer or Users;

(l) Desana shall notify Customer without undue delay in the event it becomes aware of any Personal Data Breach which may impact on the Customer or its Users;

(m) unless otherwise required by Data Protection Laws, and without prejudice to Desana's separate rights as a Controller, Desana shall return or delete, at Customer's sole discretion, all Personal Data upon the termination of the processing activities carried out under the Contract; and

(n) Desana shall permit, at the cost of Customer, on an annual basis, reasonable access by Customer to all records, files, tapes, computer systems, or any other information howsoever held by Desana in respect of Desana's activities pursuant to the Contract for the purposes of reviewing compliance with this clause 12.

12.5 The Customer shall ensure that in relation to all personal data which it provides to Desana in relation to this Contract: (i) the Customer is entitled to transfer such personal data to Desana; and (ii) Desana is entitled to lawfully use it in accordance with the Contract on the Customer's behalf.

12.6 All Parties agree that:

Desana shall only transfer Personal Data to;

i. The United Kingdom, USA, EEA; OR

ii. A country or territory with an adequacy decision issued by the EU DPA / UK ICO; or

iii. where contractual provisions approved by the EU DPA / UK ICO from time to time have been executed by Desana and the applicable Operator, all in accordance with Data Protection Laws AND a medium, or low risk Data Protection Impact assessment has been concluded; OR

iv. where the Customer has agreed to granting its Users access to Services in that country or territory

in relation to the provision of Booking information, when a User makes a booking in that country or territory, with that Operator.

12.7 Notwithstanding the above, Customer acknowledges and agrees that Desana may use data collected in the course of the Contract in an anonymous and aggregated way for its own business purposes and analytics, but Desana shall not be entitled to, and shall ensure that Operators do not, use any biometric data (as defined in the Data Protection Laws) for any purpose whatsoever.

12.8 Basic User Booking data, and information relating to a User's access to the Service, will be available to Customer at no further charge as part of their Subscription over the time periods specified on the Desana Platform. If Customer wishes to gain access to any further data analysis of User usage data, access to such data shall be separately chargeable, and priced on a case by case basis.

12.9 Where applicable, and for purposes of the CCPA, Desana shall be considered a Service Provider. Customer warrants that it has obtained all necessary consents under applicable law to supply personal data to Desana for the purposes authorised under this Contract. Desana shall not (1) Sell (as defined in the CCPA) Personal Information (as defined in the CCPA), or (2) collect, retain, use or disclose Personal Information (i) for any purpose other than for the specific purpose of performing the Services, or (ii) outside of the direct business relationship between Customer and Desana. Desana shall cooperate with Customer if a Consumer (as defined in the CCPA) requests (i) access to his or her Personal Information, (ii) information about the categories of sources from which the Personal Information is collected, or (iii) information about the categories or specific pieces of the Personal Information, including by providing the requested information in a portable and, to the extent technically feasible, readily useable format that allows the Consumer to transmit the information to another entity without hindrance. Desana and Customer agree: The Personal Information that Customer may disclose or provide to Desana, or that Desana may obtain from Customer, is provided to Desana for a Business Purpose (as defined in the CCPA), and Customer does not Sell Personal Information to Desana in connection with this Contract. During the time the Personal Information is disclosed or made available to, or obtained or processed by, Desana, Customer has no knowledge or reason to believe that Desana is unable to comply with the provisions of this paragraph. Desana certifies that it understands and will comply with the requirements and restrictions set forth in this paragraph.

12.10 Where the Customer is established outside of the UK/EEA or where User data or Booking information may be transferred by the Customer outside of the UK/EEA, the Customer and Desana agree to be further bound by the Desana Customer Data Protection Agreement as updated from time to time by Data Protection Laws.

12.11 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 UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in the UK 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.

12.12 The provisions of this clause 12 will survive termination or expiry of the Contract.

13. GENERAL

Applies to Non-US Customers	Apples to US Customers
13.1.A Dispute Resolution. If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this Contract the parties shall follow the procedure set out in this clause: (a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, a manager or executive officer of each party shall attempt in good faith to resolve the Dispute within 60 days of service of the Dispute Notice; (b) if the manager or executive officer of each party are for any reason unable to resolve the Dispute within 60 days of it being referred to them, then the parties shall seek settlement of that dispute by mediation in accordance with the London Court of International Arbitration Rules for mediation, which Rules are deemed to be incorporated by reference into this clause. (c) If the Parties cannot, for any reason, resolve the dispute through mediation, then they shall be entitled to file suit in accordance with Clause 13.2.A.	13.1.B Dispute Resolution. If a dispute arises out of or in connection with this Contract or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this Contract the parties shall follow the procedure set out in this clause: (a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, a manager or executive officer of each party shall attempt in good faith to resolve the Dispute within 60 days of service of the Dispute Notice; (b) if the manager or executive officer of each party are for any reason unable to resolve the Dispute within 60 days of it being referred to them, then the parties shall seek settlement of that dispute by mediation in accordance with the American Arbitration Rules for mediation, which Rules are deemed to be incorporated by reference into this clause. (c) If the Parties cannot, for any reason, resolve the dispute through mediation, then they shall be entitled to file suit in accordance with Clause 13.2.B.
13.2.A Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England and Wales.	13.2.B Jurisdiction and Governing Law. The Contract is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Contract or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of Manhattan and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
13.3.A Governing Law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.	13.3.B Jury Trial Waiver. Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to this Contract, including any exhibits, schedules, and appendices attached to this Contract, or the transactions contemplated hereby.

Applies to US and Non-US Customers

13.4 Assignation and other dealings. Customer may not, at any time, assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may not subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent without the prior written consent from Desana, such consent not to be unreasonably withheld, delayed or conditioned.

13.5 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

(c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

13.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or

(b) prevent or restrict the further exercise of that or any other right or remedy.

13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 13.7 shall not affect the validity and enforceability of the rest of the Contract.

13.8 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its primary place of business or to the email address notified by that party to the other party in writing (which in the case of Desana is as stated below). All Notices must be delivered by personal delivery, nationally recognised overnight courier (with all fees pre-paid), or email, or certified or registered mail (in each case, return receipt requested, postage pre-paid).

Notices to: Michael Cockburn, CEO

Address: 14 Albany Street, Edinburgh, EH1 3QB

Email: [email protected]

With CC to: Stephen Ramsay, Head of Compliance and Cybersecurity

Email: [email protected]

(b) A notice or other communication shall be deemed to have been received:

(i) if delivered personally, when left at the address referred to in clause 13.8(a);

(ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business also day after posting;

(iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or,

(iv) if sent by email, one business day after transmission.

(c) The provisions of this clause 13.8 shall not apply to the service of any proceedings or other documents in any legal action.

13.9 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.

14. ANTI-CORRUPTION

14.1 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:

14.2

(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.

14.3 Customer warrants that neither it, nor any of the Customer’s beneficial owners, shareholders, directors or other persons with significant control of, or financial interest in, Customer 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

14.4 Customer must immediately notify Desana if, at any time, the party becomes aware of being in breach of any of the foregoing clause 14.

EXHIBIT A

SUPPLEMENTAL TERMS TO YOUR CONTRACT WITH DESANA – TO ENABLE WEWORK BOOKINGS VIA DESANA

BACKGROUND AND INTRODUCTION
1. We refer to the terms and conditions of service or master services agreement for use of Desana Services made between Desana Network Limited (Desana, we, us or our); and (2) the Customer (the Contract).
2. You wish to use the Services to additionally enable Users to book, through the Desana Platform, Work Spaces made available at properties owned, managed or operated by WeWork Inc of 75 Rockefeller Plaza, Floor 10, New York, New York 10019 or by other companies owned, affiliated to, or operated by WeWork Inc or entities within the WeWork Inc group of companies, or otherwise licenced by WeWork Inc to operate as affiliates or franchises of WeWork Inc or otherwise use the brand name WeWork (together or individually, as the context requires, referred to as WeWork in these Supplemental Terms (Supplemental Terms).
3. The purpose of these Supplemental Terms is to ensure that the Contract reflects the additional terms, and variations to existing Contract terms, required to accommodate bookings of Work Spaces or Work Space Services at WeWork properties via the Desana Platform. These Supplemental Terms only apply where the Operator of the Work Space is WeWork, and other Services continue to be governed by the existing Contract terms. Defined terms used in these Supplemental Terms but not defined in it are defined elsewhere in the Contract (specifically the Desana Terms and Conditions for Customers or the main master services agreement forming part of the Contract).
4. These Supplemental Terms shall take effect retrospectively from the date Customer first used Desana to book any WeWork Services through the Desana Platform.

This version 1.1 of these Supplemental Terms was last updated on 27 March 2025.
Desana reserves the right to modify these Supplemental Terms at any time in accordance with this paragraph. If we make changes to these Supplemental Terms, we will provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with any change to the revised terms that has a materially adverse impact on you, you may notify us and terminate these Supplemental Terms with immediate effect. This will mean you will no longer be able to book Work Spaces at WeWork properties, but it will not impact the continuation in force of the rest of the Contract in accordance with its terms. We will inform you about your right to terminate these Supplemental Terms in the notification email. If you do not terminate these Supplemental Terms within thirty (30) days, your continued access to or use of the Desana Platform to book WeWork Services, or your continued payment of Charges for same will constitute acceptance of the revised terms. This paragraph does not apply to changes made by WeWork to the WeWork Terms (as defined and set out in paragraph 2 below) ), which shall be automatically updated where changes are made by WeWork, but might, for example, be relevant where WeWork propose to change the basis on which WeWork Services are made available on the Desana Platform.

WE WORK TERMS – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS PARAGRAPH
1. In order for Users to book Work Spaces or other WeWork Services (together WeWork Services) at WeWork properties via the Desana Platform, you and your Users (to whom you are responsible for passing on the relevant WeWork Terms) must agree to adhere to, and agree that you have read and understood, any applicable terms and conditions relating to booking or use of WeWork Services at WeWork owned or operated properties in the relevant territories posted on the wework.com website (or any similar website) or otherwise posted by WeWork from time to time (WeWork Terms), as may be updated from time to time in accordance with their terms, including (without limitation):

WeWork Global Privacy Policy;
WeWork On Demand Membership Terms And Conditions (including any Third Party Space Terms as applicable);
WeWork Additional Consumer Terms (where you or one of your Users is accessing a WeWork Work Space as a consumer user);
WeWork Membership House Rules;
WeWork Data Connection & Internet Access Terms Of Service;
WeWork Member Network And WeWork App Terms Of Use; and
Any policies or procedures that may be in place at a particular Work Space (including local health orders, for example).

The links above are provided for convenience only and without warranty as to accuracy or completeness.

You acknowledge (on your own behalf and on behalf of Users for whom you place Bookings) that the WeWork Terms may not be compatible or consistent with the Contract (including, as applicable, the main body of any master services agreement, the Desana Terms and Conditions, Desana Privacy Policy or Desana Code of Conduct and any data protection addendum agreed by the parties). Customer agrees that it shall adhere to the terms of the Contract between Desana and Customer, but that, for the purposes of Bookings made where WeWork is the Operator providing Services:
1. The WeWork Terms shall apply to both the Customer and User in respect of that Booking and any associated WeWork Services, save that your liability / obligation shall always be to pay Desana (rather than WeWork) any sums or Charges owing under either the WeWork Terms or the Contract (without any double payment) and that such sums may be deducted from any outstanding Credits at any time;
2. The WeWork Terms (in particular the WeWork On Demand Membership Terms and Conditions, and clause 10 thereof) set out the relevant cancellation and re-scheduling terms applicable to any Booking placed for WeWork Services or Work Spaces on the Desana Platform, and any relevant provisions of the Contract in that regard shall no longer apply, including the Desana SLA;
3. To the extent of any necessary conflict or inconsistency between the WeWork Terms and the other provisions of the Contract the applicable WeWork Terms shall prevail, save for any provisions around payment for Bookings as between you and Desana, where the Contract shall prevail. For clarity, the Desana Operator Code of Conduct shall not apply to WeWork or their Services and, to the extent that there is any conflict or inconsistency between the WeWork On Demand Membership Terms, House Rules or other applicable WeWork Terms and the Desana Code of Conduct for Users, in terms of the expectations incumbent on Users and Attendees whilst utilising WeWork Work Space Services at any WeWork Work Space the former shall prevail;
4. Desana shall act as a Data Processor (and may engage its subsidiaries, affiliates or other group companies (Affiliates) as a Sub-Processor) in passing to the relevant WeWork entity (which may be determined by reviewing the WeWork Terms, in particular the WeWork Global Privacy Policy) relevant User, Customer (where the Customer is an individual), Attendee and third Party, Personal Data on your instructions as Controller, as requested by you specifically to facilitate booking and provision of the WeWork Services, provided that the Customer and User acknowledge that WeWork shall be a separate and independent Controller of all such Personal Data (and that Desana’s Privacy Policy, and any data processing addendum or other terms relating to the Processing of Personal Data by or on behalf of Desana as Controller shall not apply to any User’s Personal Data in the context of WeWork Bookings or once passed to WeWork and shall be construed accordingly). For clarity, Desana does not control and has no liability for, any processing of such Personal Data by or on behalf of WeWork. For further clarity, this shall not impact the existing provisions of Desana’s Privacy Policy, or any applicable data processing addendum or other terms relating to the Processing of Personal Data, by or on behalf of Desana as Controller (as specified in the Privacy Policy);
5. Any provision of the Contract that would otherwise give you the right to enforce any breach of the Desana Operator Terms or Operator Code of Conduct against WeWork shall be null and void; and
6. You agree that WeWork and Desana’s Affiliates, shall have a right to directly enforce any relevant breach of the WeWork terms (or in the case of Desana’s Affiliates, these Supplemental Terms) against you as a third party beneficiary, pursuant to the Contracts (Rights of Third Parties) Act 1999 and otherwise to the maximum extent permitted by law in any relevant jurisdiction, and directly against your Users (and you should notify them of this fact). Their consent to any variation to these Supplemental Terms shall not be required.

SERVICES
1. In consideration of the Customer paying the Charges, Desana shall facilitate booking for WeWork Services via the Desana Services at the rate available to Desana at the time of booking, by instructing an Affiliate, as a sub-contractor, to place such Bookings and pay for such Services. The Customer shall have a number of Credits equivalent to that value of those WeWork Services automatically deducted from their balance of Credits with Desana.
2. WeWork may from time to time offer Users additional Services that are not paid for by a Customer “up-front” at the time of Booking (for example, food and beverage or F&B services). Such WeWork Services (i.e. any Bookings for F&B Services) must be paid for by the User at the time of purchase directly to the relevant WeWork entity and must not be billed to Desana , or, where this is not facilitated at particular WeWork Work Spaces, and where Desana or any Affiliate is billed for such services, Desana shall recharge the Customer for such expenses through deduction of their Credit balance by way of Resource Credits, or by raising an invoice or debiting the Customer payment card or account directly, but may add an additional administrative fee to reflect the additional work involved in line with our standard model.
3. The Customer may permit its Users and their Attendees to use the WeWork Services and the Customer will ensure that all Users or Attendees are aware of and comply with their relevant obligations of the WeWork Terms (including any published amendments to same), including applicable WeWork privacy notices required by Data Protection Laws, and agree to same before accessing WeWork Services, and any act or omission of any User or Attendee shall be as an act or omission of the Customer.
4. Customer recognises that in order to use WeWork Services Users must accept the Desana User Terms and WeWork Terms. Desana or its Affiliates shall have no liability for the Customer’s inability to receive the Services where WeWork terms are not accepted.
CUSTOMER’S OBLIGATIONS
1. The Customer shall ensure all Users who are permitted by the Customer to access WeWork Services are made aware of all applicable WeWork Terms (including any published amendments to same), including applicable WeWork privacy notices required by Data Protection Laws, and that Users agree to same before accessing WeWork Services.
DESANA'S OBLIGATIONS
1. In performing its obligations under the Contract, Desana shall ensure that on the Work Space listing for any WeWork Services displayed via the Desana Services Users see a pre booking notice stating that:

“This workspace is provided by WeWork. Bookings here and any associated services provided by WeWork are subject to relevant WeWork terms, including the WeWork Privacy Policy and house rules. WeWork may require Government Issued ID and to take your photograph prior to access, and your name as shown in the Desana App MUST match your Government Issued ID.

You are required to agree to the Desana WeWork EULA addendum [Note: hyperlink TBC] to place Bookings for WeWork Services”.

EVENTS OUTSIDE OF DESANA’S CONTROL
1. We or our Affiliates will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Supplemental Terms (or any related provisions of the Contract), including for the unavailability of the WeWork Work Spaces or WeWork Services, to the extent that is caused by any act or omission of WeWork or its employees, agents, contractors, or other users of WeWork WorkSpaces or Services, or another Event Outside Our Control. If any such event or act takes place that affects the Customer’s or User’s ability to access WeWork Services booked via the Desana Platform, the parties agree this shall not impact the other aspects of the Contract or any other agreements between you and us, and that we may not be able to proactively notify you of same. Desana cannot guarantee the availability of any Work Space or Services in a particular WeWork location.
LIMITATION OF LIABILITY – IMPORTANT – PLEASE READ CAREFULLY
1. Customer shall indemnify, hold harmless, and, at Desana’s option, defend Desana or its Affiliates from and against any and all User or third party (including WeWork) claims and any associated losses costs, expenses, damages, and liabilities (including reasonable legal costs) based on or related to Customer's or any User's use of WeWork Services or Work Spaces, including without limitation to the extent arising from: (i) negligence or wilful misconduct on the part of a User or the Customer; (ii) breach of the Contract, including any applicable laws or regulations, or any provisions of the WeWork Terms (incorporated by reference herein), or (iii) any disputes, disagreements or claims between Customer and/or its Users and any third party (including WeWork) arising during the course of a User’s access to WeWork Services, provided that Customer may not settle any third party or User Claim against Desana (or any Desana Affiliate) unless Desana consents to such settlement, and further provided that Desana (or the relevant Desana Affiliate) will have the right, at its option, to defend itself against any such third party claim or to participate in the defence thereof by counsel of its own choice.
2. Customer agrees and accepts that, to the utmost extent permitted by law, the disclaimers, limitations and exclusions of liability in the WeWork Terms and the Contract (whichever offers the more significant degree of protection to Desana) shall apply under these Supplemental Terms parri passu (as if set out herein, with Desana being entitled to rely on any disclaimers, limitation or exclusions of liability made or reserved by WeWork in the WeWork Terms as if reserved to or made by Desana), and in particular that Desana or its Affiliates shall not be liable for or responsible for the provision of the WeWork Services or Work Spaces, and accepts no liability or responsibility for any actions or omissions taken by WeWork or in connection with the WeWork Services, and gives no guarantees or commitments as to the lawfulness or compliance of any WeWork Services or WeWork Terms with relevant law. Customer agrees to release Desana and its Affiliates from any such claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the foregoing. Customer accepts the foregoing limitations and release to be reasonable given the nature of the Desana Services. The Customer has given commitments as to its and its and Users’ agreement to the WeWork Terms. In view of these commitments, Desana or our Affiliates shall not be liable for the Customer’s or User’s decision to accept or reject the same or avail of the WeWork Services.
3. The limitations and exclusions of liability contained in the Contract (including these Supplemental Terms) shall apply to any claims brought by or on behalf of the Customer and the involvement of one or more of its Customer entities or Users shall not give rise to any multiplication of any cap of liability.
GENERAL
1. Customer may suspend the further booking of WeWork Services under these Supplemental Terms at any time by providing Desana with 14 days’ notice in writing that the Customer wishes to suspend or terminate its or its User’s access to WeWork Services. Such notice should include instructions for dealing with existing Bookings for future dates. Customers shall remain liable for all Bookings made in advance of cancellation or suspension by it or its Users and for any applicable cancellation fees charged to Desana by WeWork (in accordance with the relevant provisions of these Supplemental Terms and the other terms of the Contract). For the avoidance of doubt, where the Customer instructs that Bookings made before such suspension or cancellation, but which are scheduled to occur after the date of suspension or cancellation, are to be allowed to go ahead, these Supplemental Terms shall apply in full to such Bookings.
2. These Supplemental Terms, together with the other terms of the Contract between Desana and Customer, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, understandings, and representations, whether oral or written, relating to the subject matter herein.
3. Each party acknowledges that, in entering into contract to purchase any WeWork Services through Desana, it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract.

EXHIBIT B

SUPPLEMENTAL TERMS TO YOUR CONTRACT WITH DESANA – TO ENABLE IWG BOOKINGS VIA DESANA

BACKGROUND AND INTRODUCTION
1. We refer to the terms and conditions of service or master services agreement for use of Desana Services made between Desana Network Limited (Desana, we, us or our); and (2) the Customer, you or your (the Contract).
2. You wish to use the Services to additionally enable Users to book, through the Desana Platform, Work Spaces made available at properties owned, managed or operated by Franchisee International GmBH incorporated and registered in Switzerland with company registration number CHE-283.353.709 or by other companies owned, affiliated to, or operated by Franchisee International GmBH or entities within the Franchisee International GmBH group of companies, or otherwise licenced by Franchisee International GmBH (or one of its affiliated companies) to operate as affiliates or franchises of Franchisee International GmBH or otherwise use the brand names “IWG” or “International Workplace Group”, “Regus”, "Spaces", or similar (together or individually, as the context requires, referred to as IWG in these Supplemental Terms).
3. The purpose of these supplemental terms (Supplemental Terms) is to ensure that the Contract reflects the additional terms, and variations to existing Contract terms, required to accommodate bookings of Work Spaces or Work Space Services at IWG properties via the Desana Platform. These Supplemental Terms only apply where the Operator of the Work Space is IWG, and other Services continue to be governed by the existing Contract terms. Defined terms used in these Supplemental Terms but not defined in them are defined elsewhere in the Contract (specifically the Desana Terms and Conditions for Customers or the main master services agreement forming part of the Contract).
4. These Supplemental Terms shall take effect retrospectively from the date Customer first used Desana to book any IWG Services through the Desana Platform.
5. This version 1 of these Supplemental Terms was last updated on 27 March 2025
6. Desana reserves the right to modify these Supplemental Terms at any time in accordance with this paragraph. If we make changes to these Supplemental Terms, we will provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with any change to the revised letter that has a materially adverse impact on you, you may notify us and terminate these Supplemental Terms with immediate effect. This will mean you will no longer be able to book Work Spaces at IWG properties, but it will not impact the continuation in force of the rest of the Contract in accordance with its terms. We will inform you about your right to terminate these Supplemental Terms in the notification email. If you do not terminate these Supplemental Terms within thirty (30) days, your continued access to or use of the Desana Platform to book IWG Services, or your continued payment of Charges for same will constitute acceptance of the revised letter. This paragraph does not apply to changes made by IWG to the IWG Terms (as defined and set out in paragraph 2 below), which shall be automatically updated where changes are made by IWG, but might, for example, be relevant where IWG propose to change the basis on which IWG Work Spaces are made available on the Desana Platform.

IWG TERMS – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS PARAGRAPH
1. In order for Users to book Work Spaces or other IWG Services (together IWG Services) at IWG properties via the Desana Platform, you and your Users (to whom you are responsible for passing on the relevant IWG Terms) must agree to adhere to, and agree that you have read and understood, any applicable terms and conditions relating to booking or use of IWG Services at IWG owned or operated properties in the relevant territories posted on the IWG.com website (or any similar website) or otherwise posted by IWG from time to time (IWG Terms), as may be updated from time to time in accordance with their terms, including (without limitation):

IWG Client Privacy Policy (IWG Client Privacy Policy);
IWG Online Privacy Policy;
IWG Customer Terms and Conditions (IWG Customer Terms); and
Any policies or procedures (including the “House Rules” which may be applicable at each relevant IWG Work Place that may be in place at a particular Work Space (including local health orders, for example) as notified either at the time of Booking or when Users or Attendees attend any IWG work Space.

The links above are provided for convenience only and without warranty as to accuracy or completeness.

You acknowledge (on your own behalf and on behalf of Users for whom you place Bookings) that the IWG Terms may not be compatible or consistent with the Contract (including, as applicable, the main body of any master services agreement, the Desana Terms and Conditions, Desana Privacy Policy or Desana Code of Conduct and any data protection addendum agreed by the parties). Customer agrees that it shall adhere to the terms of the Contract between Desana and Customer, but that, for the purposes of Bookings made where IWG is the Operator providing Services:
1. The IWG Terms shall apply to both the Customer and User in respect of that Booking and any associated IWG Services, save that your liability / obligation shall always be to pay Desana (rather than IWG) any sums or Charges owing under either the IWG Terms or the Contract (without any double payment) and that such sums may be deducted from any outstanding Credits at any time;
2. The IWG Terms (in particular the IWG Customer Terms, and clause 6 thereof) set out the relevant cancellation and re-scheduling terms applicable to any Booking placed for IWG Services or Work Spaces on the Desana Platform, and any relevant provisions of the Contract in that regard shall no longer apply, including the Desana SLA;
3. To the extent of any necessary conflict or inconsistency between the IWG Terms and the other provisions of the Contract the applicable IWG Terms shall prevail, save for any provisions around payment for Bookings as between you and Desana, where the Contract shall prevail. For clarity, the Desana Operator Code of Conduct and Desana Operator Terms shall not apply to IWG or their Services, and to the extent that there is any conflict or inconsistency between the IWG House Rules or other applicable IWG Terms and the Desana Code of Conduct for Users in terms of the expectations incumbent on Users and Attendees whilst utilising Work Space Services at any Work Space, the former shall prevail;
4. Desana shall act as a Data Processor (and may engage its subsidiaries, affiliates or other group companies (Affiliates) as a Sub-Processor) in passing to the relevant IWG entity (which may be determined by reviewing the IWG Client Privacy Policy) relevant User, Customer, Attendee and third Party, Personal Data on your instructions as Controller or your users instructions, as requested by you or your users specifically to facilitate booking and provision of the IWG Services, provided that the Customer and User acknowledge that IWG shall be a separate and independent Controller of all such Personal Data (and that Desana’s Privacy Policy, and any data processing addendum or other terms relating to the Processing of Personal Data by or on behalf of Desana as Controller shall not apply to any Personal Data in the context of IWG Bookings or once passed to IWG and shall be construed accordingly). For clarity, Desana does not control and has no liability for any processing of such Personal Data by or on behalf of IWG. For the avoidance of doubt, IWG shall be solely and wholly liable for its compliance with Data Protection Laws insofar as they relate to IWG’s processing of User, Customer (where Customer is an individual), Attendee and third Party data in respect of which the relevant IWG entity shall be an entirely independent Controller. For further clarity, this shall not impact the existing provisions of Desana’s Privacy Policy, or any applicable data processing addendum or other terms relating to the Processing of Personal Data, by or on behalf of Desana as Controller (as specified in the Privacy Policy);
5. Any provision of the Contract that would otherwise give you the right to enforce any breach of the Desana Operator Terms or Operator Code of Conduct against IWG shall be null and void; and
6. You agree that IWG and Desana’s Affiliates, shall have a right to directly enforce any relevant breach of the IWG terms (or in the case of Desana’s Affiliates, these Supplemental Terms) against you as a third party beneficiary, pursuant to the Contracts (Rights of Third Parties) Act 1999 and otherwise to the maximum extent permitted by law in any relevant jurisdiction, and directly against your Users and Attendees (and you should notify them of this fact). Their consent to any variation to these Supplemental Terms shall not be required.

SERVICES
1. In consideration of the Customer paying the Charges, Desana shall facilitate booking for IWG Services via the Desana Services at the rate available to Desana at the time of booking, by placing such Bookings and paying for such Services.
2. IWG may from time to time offer Users additional Services that are not paid for by a Customer “up-front” at the time of Booking (for example, food and beverage or F&B services). Such IWG Services (i.e. any Bookings for F&B Services) must either be paid for by the User at the time of purchase directly to the relevant IWG entity, or, where this is not facilitated at particular IWG Work Spaces, and where Desana or any Affiliate is billed for such services, Desana shall recharge the Customer for such expenses through deduction of their Credit balance by way of Credits, or by raising an invoice or debiting the Customer payment card or account directly, but may add an administrative fee to reflect the work involved in line with our standard model.
3. The Customer may permit its Users and their Attendees to use the IWG Services and the Customer will ensure that all Users or Attendees are aware of and comply with their relevant obligations of the IWG Terms (including any published amendments to same), including applicable IWG privacy notices required by Data Protection Laws, and agree to same before accessing IWG Services, and any act or omission of any User or Attendee shall be as an act or omission of the Customer.
4. Customer recognises that in order to use IWG Services Users and Attendees must accept the Desana User Terms and the relevant IWG Terms. Desana or its Affiliates shall have no liability for the Customer’s inability to receive the Services where such terms are not accepted.
DESANA'S OBLIGATIONS
1. In performing its obligations under the Contract, Desana shall ensure that on the Work Space listing for any IWG Services displayed via the Desana Services Users see a pre booking notice stating that:

“This workspace is provided by IWG. Bookings here and any associated services provided by IWG are subject to relevant IWG terms, including the IWG Client Privacy Policy IWG Client Privacy Policy and IWG Customer Terms [IWG Customer Terms and Conditions. IWG may require Government Issued ID and to take your photograph prior to access, and your name as shown in the Desana App MUST match your Government Issued ID.

You are required to agree to the Desana IWG EULA addendum to place Bookings for IWG Services”.

EVENTS OUTSIDE OF DESANA’S CONTROL
1. We or our Affiliates will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Supplemental Terms (or any related provisions of the Contract), including for the unavailability of the IWG Work Spaces or IWG Services, to the extent that is caused by any act or omission of IWG (however arising or justified) or its employees, agents, contractors, or other users of IWG Work Spaces or Services, or another Event Outside Our Control. If any such event or act takes place that affects the Customer’s or User’s ability to access IWG Services booked via the Desana Platform, the parties agree this shall not impact the other aspects of the Contract or any other agreements between you and us, and that we may not be able to proactively notify you of same. Desana cannot guarantee the availability of any Work Space or Services in a particular IWG location.
LIMITATION OF LIABILITY – IMPORTANT – PLEASE READ CAREFULLY
1. Customer shall indemnify, hold harmless, and, at Desana’s option, defend Desana or its Affiliates from and against any and all User or third party (including IWG) claims and any associated losses costs, expenses, damages, and liabilities (including reasonable legal costs) based on or related to Customer's or any User's use of IWG Services or Work Spaces, including without limitation to the extent arising from: (i) negligence or wilful misconduct on the part of a User or the Customer; (ii) breach of the Contract, including any applicable laws or regulations, or any provisions of the IWG Terms (incorporated by reference herein), or (iii) any disputes, disagreements or claims between Customer and/or its Users and any third party (including IWG) arising during the course of a User’s access to IWG Services, provided that Customer may not settle any third party or User Claim against Desana (or any Desana Affiliate) unless Desana consents to such settlement, and further provided that Desana (or the relevant Desana Affiliate) will have the right, at its option, to defend itself against any such third party claim or to participate in the defence thereof by counsel of its own choice.
2. Customer agrees and accepts that, to the utmost extent permitted by law, the disclaimers, limitations and exclusions of liability in the IWG Terms and the Contract (whichever offers the more significant degree of protection to Desana) shall apply under these Supplemental Terms parri passu (as if set out herein, with Desana being entitled to rely on any disclaimers, limitation or exclusions of liability made or reserved by IWG in the IWG Terms as if reserved to or made by Desana), and in particular that Desana or its Affiliates shall not be liable for or responsible for the provision of the IWG Services or Work Spaces, and accepts no liability or responsibility for any actions or omissions taken by IWG or in connection with the IWG Services, and gives no guarantees or commitments as to the lawfulness or compliance of any IWG Services or IWG Terms with relevant law. Customer agrees to release Desana and its Affiliates from any such claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the foregoing. Customer accepts the foregoing limitations and release to be reasonable given the nature of the Desana Services. The Customer has given commitments as to its and its and Users’ agreement to the IWG Terms. In view of these commitments, Desana or our Affiliates shall not be liable for the Customer’s or User’s decision to accept or reject the same or avail of the IWG Services.
3. The limitations and exclusions of liability contained in these Supplemental Terms and the Contract shall apply to any claims brought by or on behalf of the Customer and the involvement of one or more of its Customer entities or Users shall not give rise to any multiplication of any cap of liability.
GENERAL
1. Customer may suspend the further Booking of IWG Services at any time by providing Desana with 14 days’ notice in writing that the Customer wishes to suspend or terminate its or its User’s access to IWG Services. Such notice should include instructions for dealing with existing Bookings for future dates. Customers shall remain liable for all Bookings made in advance of cancellation or suspension by it or its Users and for any applicable cancellation fees charged to Desana by IWG (in accordance with the relevant provisions of these Supplemental Terms and the other terms of the Contract). For the avoidance of doubt, where the Customer instructs that Bookings made before such suspension or cancellation, but which are scheduled to occur after the date of suspension or cancellation, are to be allowed to go ahead, these Supplemental Terms shall apply in full to such Bookings.
2. These Supplemental Terms, together with the other terms of the Contract between Desana and Customer, constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, understandings, and representations, whether oral or written, relating to the subject matter herein.
3. Each party acknowledges that in entering into contract to purchase any IWG Services through Desana, it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract.

Terms and Conditions for Customers

TERMS AND CONDITIONS OF SERVICE – FOR USE WITH CUSTOMERS

1. INTERPRETATION

1.1 Definitions

2. BASIS OF CONTRACT

3. SERVICES

4. CUSTOMER OBLIGATIONS

5. PAYMENT

6. INTELLECTUAL PROPERTY RIGHTS

7. EVENTS OUTSIDE OF DESANA’S CONTROL

8. CONFIDENTIALITY

9. LIMITATION OF LIABILITY

10. TERM

11. TERMINATION

12. DATA

13. GENERAL

14. ANTI-CORRUPTION

EXHIBIT ASUPPLEMENTAL TERMS TO YOUR CONTRACT WITH DESANA – TO ENABLE WEWORK BOOKINGS VIA DESANA

EXHIBIT BSUPPLEMENTAL TERMS TO YOUR CONTRACT WITH DESANA – TO ENABLE IWG BOOKINGS VIA DESANA

EXHIBIT A

SUPPLEMENTAL TERMS TO YOUR CONTRACT WITH DESANA – TO ENABLE WEWORK BOOKINGS VIA DESANA

EXHIBIT B

SUPPLEMENTAL TERMS TO YOUR CONTRACT WITH DESANA – TO ENABLE IWG BOOKINGS VIA DESANA