We are Desana Network Limited, a private limited company incorporated in Scotland (registered number SC527495) with our registered office at 14 Albany St, Edinburgh EH1 3QB, trading as "Desana" (“Desana”);

and

You, a 3rd party wishing to make a Referral (or Referrals) to Desana in line with this Introduction Agreement (“Introducer”).

The Introducer and Desana wish to enter into an agreement to allow the Introducer to refer to Desana customers interested in purchasing Services from Desana and Desana shall pay the Introducer commission where applicable under the terms of this Introducer Agreement (“Agreement’).

Desana may also, from time to time, refer to the Introducer customers interested in purchasing services from the Introducer and the Introducer shall pay Desana commission where applicable under the terms of this Agreement.

The following definitions and rules of interpretation apply in this Agreement.

Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: the date as recorded when first Referral is submitted to Desana by the Introducer.

Commission: the fee payable in accordance with the Commission and Operation Schedule.

Commission Period: shall be 24 months from the Services Start Date under a Relevant Contract to which the Eligible Fees shall apply.

Desk Credit: the credits purchased by the customer which can be redeemed against a booking for a desk in operator buildings as part of the Services.

Eligible Fees: means;

actually received by Desana from a Referred Customer (less any VAT or other sales tax, rebates or discounts) in consideration for the provision of Services, which amounts are attributable to the Commission Period.

Net Income: the payments made to Desana for the Services by the Prospective Customer under a Relevant Contract less any value added tax or other sales tax on them and any discounts or rebates granted by the Desana.

Net Margin: the payments made to Desana for the Services by the Prospective Customer under a Relevant Contract less any costs, value added tax or other sales tax on them and any discounts or rebates granted by the Desana.

Operators: means the 3rd Party organisations who provide work space and list such services on the Desana Platform as External Services.

Proposal: the document issued by Desana to a customer outlining the Services and the associated charges.

Referral: means the provision to Desana during the term of this Agreement of the contact details of an employee at a prospective customer who knows one or more individuals at the Introducer and is of sufficient seniority to authorise or recommend the purchase of the Services. Refer, Refers and Referred shall be interpreted accordingly.

Referral Date: for each prospective customer, the date during the term of this Agreement on which the Introducer first makes a Referral of such prospective customer to Desana.

Referred Customer: a customer who enters into a Relevant Contract with Desana as a direct result of a Referral from the Introducer.

Relevant Contract: a contract entered into between a Referred Customer and Desana for the Services.

Resource Credit: the credits purchased by the customer which can be redeemed against a booking for other resources in operator buildings as part of the Services.

Services: the services provided by Desana from time-to-time and which Desana, by express written notice to the Introducer, includes within the scope of this Agreement.

Services Start Date: means the live date when the Services will first be made available to the Referred Customer.

Territory: Global.

1.1 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.2 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.3 A reference to writing or written includes a letter delivered to the company's registered address or email but not fax.

1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5 References to clauses and Schedules are to the clauses and Schedules of this Agreement; references to paragraphs are to paragraphs of the relevant Schedule.

2.1. Desana appoints the Introducer (on a non-exclusive basis) to identify and introduce prospective customers to Desana in the Territory under the terms of this Agreement.

2.2 The Introducer will market and promote the Services identified from time to time by Desana to potential customers in accordance with the instructions of Desana.

2.3 The Introducer shall:

2.3. 1 keep Desana updated on a regular basis as to progress including where required attending regular meetings;

2.3.2 where required by Desana, coordinate and provide accurate answers to any prospective customers' questions and promptly assist Desana in dealing with enquiries raised by the prospective customer and its representatives;

2.3.3 where required by Desana from time to time, co-operate with any system introduced by Desana to track opportunities, offers and concluded agreements;

2.3.4 act in accordance with Desana’s instructions and directions from time to time to a first class standard, exercising the skill and care expected of a firm of a reputable and eminent firm of brokers/agents and act loyally, diligently and in the best interests of Desana in the discharge of its Services;

2.3.5 keep all information confidential in accordance with the provisions of Clause 7;

2.3.6 use its best endeavours to make Referrals pursuant to clause 2;

2.3.7 comply with all reasonable and lawful instructions of Desana;

2.3.8 disclose to each prospective customer that it represents Desana for the purposes of making introductions only and shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Desana in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised.

2.3.9 not make or enter into any contracts or commitments or incur any liability for or on behalf of Desana, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services;

2.3.10 not, without the prior notification to Desana, during the term of this Agreement, perform duties similar to making Referrals, in the Territory, on behalf of any person or company who provides services similar to the Services;

2.3.11 not produce any marketing material for the Services or use Desana’s name, logo or trademarks on any marketing material for the Services without the prior written consent of Desana;

2.3.12 not, without Desana's prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in Desana's marketing material.

2.4 Where a prospective customer is Referred by the Introducer and the prospective customer then introduces Desana to a third party (who is not in the same group of Companies as the prospective customer) who purchases Services from Desana, the Introducer shall not, by virtue of such initial Referral, be deemed to have Referred the third party to Desana.

2.5 Desana shall during the term of the Agreement:

2.5.1 report to the Introducer on progress through the sales process with Prospective Customers;

2.5.2 provide the Introducer with all relevant information and materials about the Services insofar as such information is within its possession;

2.5.3 at all material times act in good faith towards the Introducer;

2.5.4 inform the Introducer immediately if Desana suspends or ceases to perform the Services;

2.5.5 not be responsible for any costs incurred by the Introducer unless such costs have been agreed by Desana in writing, in advance; or

2.5.6 be under no obligation to follow up any Referral made by the Introducer or enter into a Relevant Contract.

2.6 In the event that Desana does not elect to accept an offer or potential customer, Desana shall be under no obligation to pay any Commission (nor shall one be due) and Desana shall incur no liability of any kind to the Introducer.

3.1 Other than as set out below, where Desana refers a potential customer to the Introducer to use the Introducers services, the terms of this Agreement shall apply mutually:

3.1.1 Eligible Fees shall mean the net amount of commission or other payment actually received by the Introducer in respect of business Referred to them by Desana (less any VAT or other sales tax, rebates or discounts), which amounts are attributable to the Commission Period;

3.1.2 Commission shall be calculated at a Commission Rate of 50% of the Eligible Fees for acquisitions under a licence agreement - standard/usual fee shares for other services offered by the Introducer; and

3.1.3 clause 2 does not apply to referrals made by Desana to the Introducer.

4.1 Desana may be entitled to a commission payment from an Operator where an Operator and one of Desana’s customers enter into a direct contract between themselves for the use of work space. Where Desana receives such commission and the customer is a Referred Customer, Desana shall share equally the commission received with the Introducer.

4.2 Desana shall be under no obligation to pursue such commission from an Operator.

4.3 Clause 4.2 shall not preclude an Introducer from pursuing such commission on behalf of Desana and in this circumstance clause 4.1 applies such that the commission received shall be shared equally between Desana and the Introducer.

5.1 Each Party shall, at its own expense, comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

5.2 Desana will communicate with you periodically via email and telephone about our business relationship and matters we consider relevant to the relationship, as well as providing you and your colleagues with relevant marketing information about our services. If you do not wish to receive such communications you should make use of the unsubscribe option on each communication or email [email protected].

6.1 The Introducer shall:

6.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010, The U.S. Foreign Corrupt Practices Act and 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 (Relevant Requirements);

6.1.2 have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

6.1.3 promptly report to Desana any request or demand for any undue financial or other advantage of any kind received by the Introducer in connection with the performance of this Agreement; and

6.2 ensure that any person associated with the Introducer who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Introducer in this clause 4 (Relevant Terms). The Introducer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Desana for any breach by such persons of any of the Relevant Terms.

6.3 For the purpose of this Clause 6, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 6, a person associated with the Introducer includes but is not limited to any agent, delegate or subcontractor of the Agent.

7.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, Customers or suppliers of the other party or of any member of the group of companies to which the other party belongs (or as is explicitly set out in any Confidentiality Agreement between both parties), except as permitted by Clause 7.2.

7.2 Each party may disclose the other party's confidential information:

7.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and

7.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

7.4 The Introducer will not (and will procure that its employees will not) make any statements or comments or publish or distribute any information which may be detrimental to the marketing, licensing or letting of the Buildings or otherwise prejudice the best interests of Desana.

7.5 All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Introducer from Desana shall be returned promptly to Desana on termination of this Agreement, and no copies shall be kept.

8.1 This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 9, until either party gives to the other party 30 days written notice to terminate this Agreement.

9.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

9.1.1 The other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

9.1.2 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

9.1.3 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

9.1.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

9.1.5 the other party believes in good faith that such action is reasonably necessary to protect their interests, Desana’s Users, Operators, or other Customers of Desana, or third parties, including but not limited to where the other party enters an insolvency process.;

9.1.6 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

9.2 Desana may terminate this Agreement on notice with immediate effect if the Introducer is in breach of its compliance obligations in clause 5 and clause 6.

10.1 On termination of this Agreement, the following clauses shall continue in force: clause 1, clause 2.6, clause 7 and clause 10 to clause 20 (inclusive).

10.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

11.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

11.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

12.1 This Agreement 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.

12.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

12.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

12.4 Nothing in this clause shall limit or exclude any liability for fraud.

13.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.1 This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

15.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.1 If any provision or part-provision of this Agreement 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 shall not affect the validity and enforceability of the rest of this Agreement.

16.2 If any provision or part- provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be:

a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

b) by email to all relevant individuals representing the given party, and for that email to include notification for further distribution to any other individuals who may not have been included in the email, or who may be required to be notified.

17.2 Any notice shall be deemed to have been received:

a) if delivered by hand, on signature of a delivery receipt;

b) if sent by email, at 9.00 am on the next Business Day after transmission.

17.3) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18.1 No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

19.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20.1 Each party irrevocably agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims
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1.1 When the Introducer wishes to make a Referral, before discussing the Services with the prospective customer, the Introducer will submit via email to [email protected] (or by another method as agreed by the parties from time to time) accurate and complete information regarding the prospective customer, including, at a minimum, company, contact name, and email address.

1.2 When a Referral is made, the introduction will be conditionally accepted, assuming that there is no rejection or overturn per Paragraph 1.3. Once a Proposal has been issued to the prospective customer as a result of the Referral, the introduction will be deemed to have been accepted.

1.3 Desana may reject or a referral may be overturned if:

(a) the prospective customer is already in possession of a Proposal;

(b) a secondary introducer or Desana independently arranges an introduction that results in a Proposal being issued to the prospective customer before the Introducer’s Referral leads to a Proposal being issued;

(c) such prospective customer has had one (1) or more face-to-face meetings or substantial communications with Desana during the six (6) months preceding the date of receipt of the Referral submission;

(d) Desana has already received, within the last six (6) months, a referral submission for that prospective customer from a third party;

(e) the prospective customer has not responded or engaged with Desana following the introduction for 6 months, or has indicated that they are no longer interested; or

(f) Desana elects at its sole discretion not to pursue such Referral; or

(g) Desana has already established a business relationship with such prospective customer or an affiliate thereof and within the previous 12 months has had an agreement with such prospective customer or affiliate thereof

and Desana will notify the Introducer accordingly.

1.4 Desana shall notify the Introducer of the date it enters into a Relevant Contract and the charges due for Services under it no later than 10 Business Days after it enters into such Relevant Contract and only once a Relevant Contract is entered into shall the prospective Customer become a Referred Customer.

1.5 Should any disputes arise, all decisions will be at the discretion of the Head of Partnerships in the first instance and thereafter, a Board member of Desana. Any decisions will be considered final.

1.6 The Referrer agrees that GDPR does not prohibit it in these circumstances from sharing the relevant information. Desana reserves the right to refuse an introduction if this information is withheld.

2.1 If within six months of receiving a Proposal and the Referral is not declined pursuant to paragraph 1.2, Desana enters into a Relevant Contract with the Referred Customer for Services, Commission shall be payable for the Commission Period as follows:

2.1.1 for the first 12 months at 10% (Commission Rate) of the Eligible Fees (Net Income of all Services except Resource Credits, for which the Commission Rate will be 10% of the Net Margin.

2.1.2 for the subsequent 12 months at a Commission Rate of 2.5% of the Eligible Fees (net income of all Services except Resource Credits, where 2.5% of the net margin will apply).

2.2 Where fees paid under a Relevant Contract are received as a lump sum during the Commission Period but are attributable to Services following that period, the Eligible Fees equal the prorated amount thereof.

2.3 Eligible Fees do not include and Commission shall not be payable for:

2.3.1 any invoiced or due but unpaid amounts until they have been paid.

2.3.2 for any Services following the expiry of the Commission Period as set out at paragraph 1 above.

2.4 The Introducer shall bear the entire cost, taxes and expenses of conducting its business in accordance with the terms of this Agreement.

3.1 Desana shall within 10 Business Days of the end of the month in which Desana received the charges for Services, send to the Introducer a written statement setting out, in respect of such month, and in respect of each Relevant Contract:

a) the Commission payable to the Introducer; and

b) the payments for Services received and details of any sums due which have not been received.

4.1 The Introducer may invoice Desana in either GBP/USD/EUR for the Commission payable as per Desana's statement submitted pursuant to paragraph 3.1, together with any applicable VAT (if in applicable) and the due date for payment by Desana of such Commission shall be 30 days from date of receipt of invoice.

4.2 All sums payable under this Agreement shall be paid in full without any deductions or set-off. If the payor is required by law to deduct withholding tax, then the payor and the payee shall cooperate in all respects and take all reasonable steps necessary to lawfully avoid making any such deductions or enable the payee to obtain a tax Credit in respect of the amount withheld.

4.3 If, following receipt of an invoice, a party fails to make any payment due to the other party under this Agreement by the due date for payment, then interest on the overdue amount shall be payable at the rate of 2% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.

4.4 Desana shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by Desana, all payments received under them and all deductions made in the calculation of Eligible Fees.

4.5 Desana will, at all times, reasonably work with the Introducer to investigate and remedy any potential error.

4.6 If, following the parties reasonable endeavours to resolve any dispute between themselves, the Introducer still disputes the amount of Commission payable by Desana to the Introducer, the same shall be referred to Desana's auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.