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").

1.2 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.

2.1 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.

3.1 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.

4.1 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.

5.1 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.

6.1 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.

7.1 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.

8.1 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.

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. 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.

12.1 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.

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

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

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.

Last updated: 29/12/2022