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

What We Do: We provide an online booking platform (the Desana Platform) allowing Operators to (i) list and advertise Operator’s Work Space Service (as defined below) and Amenities (as defined below) that they make available to Customers and Users for Bookings; and (ii) facilitate Customers’ booking of Operator's Work Space Service or Amenities, (together the Services).

These Conditions (as defined below) set out the key terms on which Operators are entitled to use the Desana Platform and Services to enter into specific Bookings (as defined below) for Work Space Services or Amenities for particular Desana Customers. For clarity, a separate supplemental set of terms govern use of the Desana and Services specifically to enter into Bookings for Event Space Services or associated Amenities.

This version of these Conditions was last updated on 28 May 2026 and is Effective from 29 June 2026, replacing all previous versions. Subsequent versions may be released from time to time in accordance with clause 3.4 below. Historic versions can be obtained by contacting us.

Definitions:

Interpretation:

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

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

The Contract shall govern the relationship between the parties to the exclusion of any other terms that Operator seeks to impose or incorporate, or which are implied by trade, custom, practice, purchase order, or course of dealing.

Desana reserves the right to modify these Conditions or any Pricing Document at any time in accordance with this provision. If we make such changes, we will post the revised Conditions or Pricing Document on the Desana Platform. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Conditions or Pricing Document, on the basis that that have a materially adverse commercial impact on you, you must notify us within fourteen (14) days of the date of such notice and any Bookings entered into on the basis of the unamended Conditions or Pricing Document shall continue until their performance in full. Thereafter, you will no longer be able to use the Services. If you do not provide such notice within fourteen (14) days, your continued access to or use of the Desana Platform to utilise our Services, or acceptance of Operator Payments, will constitute acceptance of the revised Conditions or Pricing Document.

Operator warrants and represents that any information provided to Desana is complete, accurate and not misleading (including information concerning its Authorised Users and other information providing as part of its account setup process, together with any of its Listing information), that it will inform Desana if at any time that information changes whilst Operator continues to use the Services. Where its Booking Management System is integrated with Desana, it is responsible for the accuracy of all information pulled to the Desana Platform from that Booking Management System. It acknowledges that Desana and its Customers, Users and Attendees may rely on such information and not seek to establish its reliability.

Where Operator is an organisation or legal person, the Authorised User entering into the Contract (including any Booking) on Operator’s behalf warrants and represents that it is entitled to do so and to bind such organisation (which shall be correctly specified as Operator in the relevant account set up documentation), and perform all actions taken by Operator via the Services, including managing any Operator Listings, integrating any Booking Management System, or entering into Bookings.

Operator shall be entitled to create Authorised User accounts with access to its account(s) on the Desana Platform and an ability to interact with Desana (e.g. to accept Bookings / enter into Contracts) on the Operator’s behalf. It acknowledges that subject to certain limitations, and any limitations set by any Operator accounts with specific privileges, Authorised Users have administrative control over their accounts and the Operator Data stored on the central Operator account (to which they have access), and Operator shall have sole responsibility for supervision and observation of the actions of its Authorised Users and restricting access privileges for each of its Authorised Users as it sees fit. Operator undertakes that: (a) it shall be responsible for compliance by Authorised Users with the terms of the Contract; (b) each Authorised User shall keep a secure and confidential password for their use of the Services; (c) it shall not permit any of its Authorised Users to (i) be under the legal age to use the Services under Applicable Laws; (ii) operate a service or automated account, where there is not a human individual responsible for that overall account. If Desana determines that there has been a breach of this clause, in addition to its other rights, we the right to terminate affected Authorised User accounts or the Contract generally. Operator agrees that it shall be irrevocably bound by all actions taken or commitments made through any of its authorised users or their associated accounts on the Desana Platform.

As outlined in more detail in the Service Level Agreement in Schedule IV to these Conditions (the SLA), which outlines, among other things, the expected standards for email response times, quote validity, reservation periods, cancellation policies, and booking approvals and to which Operator agrees to strictly adhere, a Booking may be placed by a Customer directly through the Desana Platform. These Bookings may be Provisional Bookings (as explained and outlined further in the SLA) or final Bookings. Each Booking will form part of a separate Contract between Desana and the Operator for the Work Space Services and Amenities the subject of the Booking, as outlined in more detail elsewhere in these Conditions and any applicable Supplemental Terms. When a Booking is placed, Desana shall configure the Platform with the intention or aim that the Operator is notified of such a Booking without delay (including whether it is provisional or final), and of the relevant details as set out elsewhere in the Contract and on the Platform (this may include a Booking Summary, or in respect of certain Work Space Services or Amenities, a more short form confirmation). To accommodate the needs for flexibility on the part of Customers (and without prejudice to the provisions of the SLA regarding Provisional Bookings), and address the risk of mistaken Bookings, with respect to Bookings for Desks, Meeting Rooms or Private Day Offices only, which are placed on an “instant book” basis, the Operator acknowledges that the Customer shall be free to cancel any Booking within a period of 5 minutes following their placing the Booking confirmation with Desana, without incurring any penalties or charges, and accordingly the Contract between Desana and the Customer shall be cancelled. Where this occurs, Desana shall endeavour to inform the Operator of the cancellation of the relevant Booking and Contract within a period of 15 minutes from the time of notification by the User. Both Desana and the Operator acknowledge and agree that this cancellation window is designed to enhance Customer satisfaction and operational efficiency, and commit to upholding this commitment in their operational practices (including, in the case of the Operator, facilitating this through any connected Booking Management System). The foregoing cancellation rights do not apply to Bookings for Event Space Services.

Subject to Operator’s compliance with the terms of the Contract, Desana grants Operator a non-exclusive, non-transferable right to permit its Authorised Users to access the Desana Dashboard, and agrees to otherwise provide the Services it makes available to Operators, on the terms of the Contract.

In return for Operator Payments under the Contract, Operator commits to Desana to provide the relevant Work Space Services and Amenities to Desana's Customers, Users and their Attendees for no additional payment.

Operator shall cooperate with Desana in all matters relating to the Services and shall provide accurate, reliable and up to date information reasonably requested by Desana relating to the Operator and its Work Space Services and additional Amenities, so as to enable Desana to create the Listings identified by Operator, and Operator shall then access the Desana Platform to update and manage the content of its Listings. Operator shall ensure during the term of the Contract that the content of the Listings is accurate and kept up to date at all times.

Operator shall at all times ensure that its Listings on the Desana Platform contain complete, accurate and not misleading information as related to:

For clarity, separate listing requirements apply for Listings for Event Space Services and associated Amenities, which are specified in Desana’s Supplemental Terms for Event Space Services.

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

Desana may, at an Operator’s request, agree to update the content of an Operator’s Listing on the Desana Platform, and shall endeavour to effect any changes it agrees to implement as soon as possible and in any event within two (2) Business Days. However, Operator alone is responsible for providing that content and ensuring it is and remains complete, accurate and not misleading. Operator agrees to indemnify Desana for any loss or damages that arise out of any misleading, incomplete, incorrect, inaccurate or misrepresentative content in their Listing(s). Desana reserves the right to refuse to update an Operator’s Listing if it considers that the content is inappropriate or otherwise not in accordance with the Contract.

Operator agrees that the Services are intended for its benefit and that it shall not:

Desana will, as part of the Services and at no additional cost to Operator, provide Operator’s Authorised Users with a reasonable level of support services in accordance with Desana’s support services policy (if any) in force from time to time, subject to fair usage by Operator. Desana typically deals with support tickets from Operators sent to Operator Support between business hours 9am to 9pm GMT and aims to respond to all tickets within 24 hours of receipt. More urgent queries related to customer bookings may be directed to Operator Support. Operator’s personnel raising support tickets must be available to interact with Desana’s support team where they have any queries regarding a particular request.

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

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

Again, save for invoices for Event Space Services and associated Amenities, which are covered under separate Supplemental Terms, Operator agrees to accept any self-billing invoices raised by Desana on behalf of Operator in respect of any Work Space Services or Amenities provided by it under the Contract as outlined above, and not raise any sales invoices on its own account.

Additionally, with reference to clause 7, Operator shall pay any charges owed by Operator to Desana from time to time (including any Commission).

Operator agrees to keep its payment remittance details updated at all times during the term of the Contract and authorises Desana to process all payments via the details provided, and to disclose Operator’s payment information to any relevant third party payment processor (or, where applicable, directly to its Customers). Desana shall not be liable for any payments made in error via such methods, to the extent they were not properly updated by or on behalf of Operator.

Desana automatically pays out to Operators once per month including all sums due for all bookings that have occurred in the previous calendar month to the payment details listed in the Desana Operator Portal. Operator is obliged to ensure that Desana is provided with current payment remittance details and appropriately notified of any changes that may occur from time to time. Operator agrees to notify Desana immediately if it changes its VAT registration number, ceases to be VAT registered, or sells its business, or part of its business, as a going concern.

Tax as related to Work Space Services or associated Amenities (other than Event Space Services – which are covered in the Supplemental Terms for Event Space Services):

In the event of any non-payment of any validly due and owing charges or fees under the Contract by Operator, Operator shall pay Desana, as liquidated damages, a reasonable fee in respect of any management time incurred by Desana in pursuit of recovery of sums due on foot of any unpaid invoice(s) and also agrees to indemnify and hold harmless Desana, on a full indemnity basis, from and against any and all legal and other professional costs (including lawyers’ fees, debt recovery agent fees and other third party fees) associated with recovery of the outstanding sums. The parties confirm that these liquidated damages are reasonable and proportionate to protect Desana's legitimate interest in performance. Interest shall also accrue on any outstanding sums at an annual rate equal to 4% over the then current base lending rate of Bank of England at the date the relevant payment became due, compounded monthly, commencing on the due date and continuing until fully paid, whether before or after judgement, or the highest rate otherwise permitted by law.

Desana shall be entitled to set-off, withhold or deduct from any Operator Payments any sums owed to it by the Operator from time to time.

Operator shall, as part of any Booking, grant Users and Attendees areas to the areas and Amenities outlined in any Booking Summary, plus all access routes and communal facilities (e.g. WC’s) or other general access areas required for use and enjoyment of the Work Space Services. Unless otherwise specified, any Booking for a Meeting Room, Event Space or Private Day Office shall be for the exclusive enjoyment of the relevant Meeting Room, Event Space or Private Day Office by the Customer and its designated Users or Attendees for the duration of the Booking, save for any emergency event or required cleaning.

Operator represents and warrants that it will:

In seeking to list or provide Work Space Services or Amenities Operator confirms that it, and anyone to whom it may lawfully subcontract its obligations in this regard (noting the provisions of clause 17.8), are properly and fully qualified and experienced, and licensed and insured, as required by the Applicable Laws pertaining to the Work Space Services or Amenities which they may be offering and/or providing.

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

Desana may delete any content within a Listing, in whole or in part, that in its sole discretion violates the Contract, or may harm the reputation of the Services or Desana, or which could, in Desana's reasonable view, be detrimental to the operation of the Services. Desana may also proofread or summarise Listing content provided by Operator at any time, but shall notify Operator where it makes any material change to content that it does not believe to be in breach of Contract, reputationally damaging or detrimental to operation of the Services.

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

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

Desana shall use its reasonable commercial endeavours to back-up all Operator Listing, booking and other data (Operator Data) on a regular basis but otherwise backup of all Operator Data shall be the sole responsibility of Operator. In the event of any loss of or damage to Operator Data, Operator’s sole and exclusive remedy shall be for Desana to use its reasonable commercial endeavours to restore the lost or damaged Operator Data from the latest back-up of such Operator Data maintained by Desana.

Operator shall ensure that its network and systems comply with the relevant specifications provided by Desana from time to time and be responsible for maintaining its network connections and access to the relevant hardware and software required to access the Platform via current and high usage web browsers.

Operator will implement and comply fully with cybersecurity requirements contained in Schedule III.

Operator shall permit Desana to audit its compliance with the Contract and shall cooperate fully with Desana in any such audit, at its own expense.

Operator may request that Desana integrate with the Operator's chosen Booking Management System. Operator acknowledges that to the extent it authorises its Booking Management System to connect to the Services, Operator Data may be exported to the Desana Platform. Desana is not obligated to offer such an integration and reserves the right to suspend or remove any such integration at any time at its sole discretion. Operator shall at all times remain liable for its Booking Management System and must ensure that it is configured and secured in a manner compliant with its obligations under the Contract and applicable Data Protection Laws. Desana shall not be liable for performance of the Booking Management System or of any other third party applications integrated with the Desana Platform.

With the exception of Desk Bookings (which cannot be used by Attendees), Attendees may access and use any Work Space booked by a User pursuant to the Contract, subject to such Attendees complying with the maximum booked capacity of the relevant Work Space and agreeing to comply with the Work Space rules in force for the Work Space being accessed.

Where a Customer completes a Booking for Work Space services Desana will provide the Operator with;

If any User or Attendee is involved in an accident, incident, sustains an injury, contracts a disease, or is subject to a dangerous occurrence of any kind within the Operator's Work Space, or requires any form of medical treatment in connection with the Operator’s Work Space Services or Amenities, the Operator shall:

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

Desana shall be entitled to Commission in accordance with clause 7.3 if an Operator enters into a Permanent Arrangement with a Customer or User of Desana, having within the previous 6 months where that Customer or User had been introduced to the Operator by Desana or had made use of the Operator’s Event Space Services or Amenities via the Desana Platform. The Commission shall not apply where and to the extent that the Operator can demonstrate to Desana’s reasonable satisfaction that the Permanent Arrangement came about as a direct result of a separate bona fide commercial real estate or property broker introduction and such broker is entitled to and has been paid a commission fee for such introduction.

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

All Commission payable pursuant to clause 7.3 shall be due to Desana (whether invoiced or not) within 15 Business Days of the end of the month in which Operator received the corresponding payment for services under a Permanent Arrangement. If Operator receives payment under any Permanent Arrangement in instalments, then Commission shall be calculated and paid on such instalments as they are received by Operator.

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

Operator is solely responsible for their interactions with Customers, Users and Attendees. Operator agrees to take all necessary precautions in all interactions with Customers, Users and Attendees to ensure the best possible service experience for them, and to not conduct itself in a manner which damages or adversely affects the reputation of Desana or its provision of Services to Customers or Users.

Operator acknowledges that Desana is under no obligation whatsoever to undertake any checks, processes or due diligence to verify the identities, backgrounds or other credentials of Customers, Users or Attendees, nor do Desana make any representations about, confirm, or endorse any Customer, User or Attendee or their purported identity, background or other credentials, regardless of the specific Work Space Services or Amenities they are requesting or purchasing via Desana, or any involvement by Desana personnel in providing or scheduling those goods and services. Subject to the above, Desana shall use reasonable commercial endeavours to ensure (by contractual obligation only) that its Customers verify their Users’ identity (to the extent permissible in law) prior to being provided access to the Platform, including carry out appropriate checks to verify the identity of any Users to whom Customer provide access to the Services (and any other Attendee of the Customer using any Work Space) including (where applicable) 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, but Desana shall not be responsible for any Customer’s failure to properly verify any individual and Operator acknowledges that Desana does not and cannot independently verify such information.

Desana makes no representations or warranties as to the conduct of its Customers, Users, Attendees or their ability to receive the Services or Operator's Work Space Services or Amenities. Operator should always exercise responsibility, due diligence and care when accepting a Booking by any Customer via the Desana Platform. Desana are not in a position to verify Booking Requests (or any other Customer communication) sent through the Desana Platform. Operator is solely responsible for carrying out due diligence on the end Customer (including as to all details of their proposed event, and their creditworthiness), before agreeing to any Booking.

Desana is not responsible for the conduct of any Users, Attendees, or other individuals using the Work Space Service whether such conduct occurs during that User's, Attendees (or other individual’s) use of the Work Space Service or presence in the location of Operator's Work Space Service or otherwise. Operators shall inform Desana promptly of any Users’, Attendees’ (or other individual’s) failure to comply with (a) the Space Rules; (b) the Desana User Code of Conduct; and (c) any other reasonable professional standards which may cause Operator concern. Without prejudice to Operator’s responsibility to manage such, Operator shall provide Desana with all relevant information, documentation, reports and evidence, including CCTV footage, Desana reasonably requires relating to any such incidents or Users, Attendees’ (or other individuals’) failure to comply. Operator shall keep its Space Rules accurate and up to date on the Platform. Operator agrees that nothing in its Space Rules may override or conflict with any terms of the Contract.

Without prejudice to clause 5 above, Operators shall not collect financial information from Users, nor should they collect payment directly from Users for any Work Space Services or Amenities provided to them through the Desana Platform, save as strictly permitted under any Supplemental Terms.

Desana may introduce features which permit Users or Customers to review Operators or their Work Space Services or Amenities (or vice versa) or facilitate the import reviews from third-party sources. Where it does so, the following terms shall apply:

All Intellectual Property Rights in or arising out of or in connection with the Desana Platform, other than the content posted by an Operator in a Listing, shall be owned by Desana or its licensors. Except as expressly stated herein, the Contract does not grant Operator any rights or licences in respect of the Services or Desana’s Marks or other Intellectual Property Rights.

Operator agrees not to, or to attempt to, copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any Intellectual Property Rights of any third party accessible through the Services (including those of Desana or the Customer) and specifically including any Customer Marks or Desana Marks, nor attempt nor attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software underlying the Services, save that Operator may link to the Desana Platform, provided it does so fairly and legally and in a way that does not damage Desana’s reputation or take advantage of it. Operator must not establish a link in such a way as to suggest any form of association, approval or endorsement on Desana’s part where none exists. Operator must not establish a link to the Desana Platform on any website that Operator does not own unless Operator has relevant authorisations. Desana reserves the right to withdraw linking permission without notice. The website in which Operator is linking must comply in all respects with the content standards set out in the Contract. The Desana Platform must not be framed on any other site. Desana may withdraw this licence at any time on notice.

Operator shall not:

All Intellectual Property Rights in the content of Operator’s Listings shall be owned by Operator or its licensors (save for any background Intellectual Property Rights of Desana’s).

If Operator or its Representatives give Desana any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback on its Services or offering (Feedback), it acknowledges and agrees that Desana will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to implement, use, modify, commercially exploit or incorporate the Feedback into Desana’s products, services, and documentation.

Desana shall be free to use Operator’s company or organisation name and logo to identify Operator as an operator using Desana in promotional materials or on its website without prior written consent.

From time to time during the term of the 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). Operator agrees and acknowledges that details of Desana’s Customers, Users and Attendees, including any PII relating to the same, shall be the Confidential Information of Desana. Any information contained in a Listing shall not be treated as Confidential Information of Operator.

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 10 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 Law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosures as possible and, where notice of disclosure is not prohibited and given in accordance with this clause, takes into account the reasonable requests of the other party in relation to the content of such disclosure.

The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care (subject to clause 10.4, in Desana’s case); (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the Contract; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. In the Operator’s case, its representatives shall not include its subcontractors or third parties without Desana’s prior written consent. In any case, the Operator shall be responsible for any breach of this clause 10 caused by any of its Representatives and ensure they are contractually bound by similar obligations to those contained in this clause 10, and have passed appropriate background and vetting checks, including criminal record checks, to the extent permitted by law. 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.

Desana shall use reasonable endeavours to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Operator’s Confidential Information, as contemplated above. However, Operator understands and acknowledges that use of the Services necessarily involves transmission of Operator’s Confidential Information over networks that are not owned, operated or controlled by Desana, and that Desana cannot be held responsible for any Operator Data lost, altered, intercepted or stored across such networks. Desana does not guarantee that its security procedures will be error-free, that transmissions of Operator Data will always be secure or that unauthorised third parties will never be able to defeat Desana’s security measures or those of Desana’s third party service providers.

Operator is solely responsible for compliance with any and all Applicable Laws and tax obligations that may apply to its use of the Services or the delivery of the Work Space Services or Amenities to Customers, Users or Attendees.

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

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

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 or Services that is caused by any act or event beyond our reasonable control (an Event Outside Our Control).

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

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 take all reasonable steps 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 planned repairs, maintenance or the introduction of new facilities or services.

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

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

During such an Event Outside Operator Control Desana reserves the right to:

Excluded Headings of Loss (Applies to Contracts with all non-US Operators)

Except for a breach by Operator of clauses 6.2 (Insurance), 8 (Interactions with Customers, Users or Attendees), 9 (Intellectual Property Rights), 11 (Prohibited Activities) or 16 (Data Protection), Operator’s obligations to pay any fees, charges or interest validly due and owing hereunder, or a breach by either party of clause 9 (Intellectual Property Rights) or clause 10 (Confidentiality), and subject to clause 13.11 (Limits on Exclusions) below, neither party shall be liable, whether in contract, delict, tort (including negligence), for breach of statutory duty, strict liability, or otherwise, arising under or in connection with the Contract for:

Excluded Headings of Loss (Applies to Contracts with US Operators only)

EXCEPT FOR A BREACH BY OPERATOR OF CLAUSES 6.2 (INSURANCE), 8 (INTERACTIONS WITH CUSTOMERS, USERS OR ATTENDEES), 9 (INTELLECTUAL PROPERTY RIGHTS), 11 (PROHIBITED ACTIVITIES) OR 16 (DATA PROTECTION), OPERATOR’S OBLIGATIONS TO PAY ANY FEES, CHARGES OR INTEREST VALIDLY DUE AND OWING HEREUNDER, OR A BREACH BY EITHER PARTY OF clause 9 (INTELLECTUAL PROPERTY RIGHTS) OR clause 10 (CONFIDENTIALITY), AND SUBJECT TO clause 13.11 (LIMITS ON EXCLUSIONS), IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE 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; (5) COST OF REPLACEMENT SERVICES, (6) LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, OR (7) LOSS ARISING (DIRECTLY OR INDIRECTLY, WILFULLY OR OTHERWISE) AS A RESULT OF A CUSTOMER'S, USER’S OR ATTENDEE’S USE OF, OR ACTIONS OR OMISSIONS WHILST ATTENDING OR USING, ANY WORK SPACE SERVICE OR AMENITY, IN EACH CASE REGARDLESS OF WHETHER THE RELEVANT PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

SUBJECT TO CLAUSE 13.11 (LIMITS ON EXCLUSIONS) BELOW, ANY DISPUTES OR ISSUES RELATED TO THE USE OF OR ACCESS TO ANY WORK SPACE, WORK SPACE SERVICES OR ASSOCIATED AMENITIES (INCLUDING IN RESPECT OF AN OPERATOR’S OR CUSTOMER'S (OR THEIR RESPECTIVE REPRESENTATIVES) OR ANY USER’S OR ATTENDEE’S USE OF, OR ACTIONS OR OMISSIONS WHILST ATTENDING OR USING SAME OR ACTIONS OR OMISSIONS OF A POINT OF ACCESS, SHALL BE RESOLVED BETWEEN THE CUSTOMER AND THE OPERATOR OR POINT OF ACCESS (AND DESANA SHALL USE REASONABLE ENDEAVOURS TO GRANT RELEVANT THIRD PARTY RIGHTS TO ENFORCE SPECIFIC CLAUSES OF ITS CONTRACT WITH THE OTHER PARTY TO EACH SUCH PARTY), AND DESANA OR ITS AFFILIATES SHALL NOT BE INVOLVED AS A MEDIATOR IN, OR OTHERWISE LIABLE WITH RESPECT TO, SUCH DISPUTES. THE OPERATOR AND THE CUSTOMER ARE SOLELY RESPONSIBLE FOR RESOLVING SUCH DISPUTES BETWEEN THEMSELVES.

SUBJECT TO CLAUSE 13.11 (LIMITS ON EXCLUSIONS) BELOW, OPERATOR AGREES AND ACCEPTS THAT DESANA OR ITS AFFILIATES ACCEPT NO LIABILITY / RESPONSIBILITY FOR (AND GIVE NO GUARANTEES OR COMMITMENTS WITH RESPECT TO) ANY ACTIONS OR OMISSIONS TAKEN BY THE RELEVANT CUSTOMER (OR ITS REPRESENTATIVES), USERS OR ATTENDEES IN CONNECTION WITH THE RELEVANT WORK SPACE SERVICES OR AMENITIES, INCLUDING AS REGARDS (A) THEIR ADHERENCE TO THE TERMS OF THE CUSTOMER CONTRACT OR WORK SPACE RULES; (B) ANY LOSS OR DAMAGE TO PROPERTY OR DEATH OR INJURY TO PERSONS CAUSED; OR (C) THEIR COMPLIANCE WITH RELEVANT LAW. OPERATOR 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.

OPERATOR ACCEPTS THE LIMITATIONS AND RELEASE IN CLAUSES 13.3 AND 13.4 TO BE REASONABLE GIVEN THE NATURE OF DESANA’S SERVICES, ITS ROLE AS A WORK SPACE SERVICES AGGREGATOR, AND THE THIRD PARTY RIGHTS WHICH DESANA SHALL USE REASONABLE ENDEAVOURS TO PROCURE FOR THE OPERATOR IN ITS CUSTOMER CONTRACTS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS'' AND DESANA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING SAME. DESANA 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 RESULTS OF THE USE THEREOF, WILL MEET OPERATOR’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, AND ANY WARRANTIES ARISING UNDER THE TERMS IMPLIED BY SECTIONS 3 TO 5 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982 ARE EXCLUDED FROM THE CONTRACT. YOUR ACCESS TO THE DESANA PLATFORM MAY BE OCCASIONALLY RESTRICTED TO ALLOW FOR REPAIRS, MAINTENANCE OR THE INTRODUCTION OF NEW FACILITIES OR SERVICES. DESANA WILL ATTEMPT TO GIVE YOU ADVANCE NOTICE OF THIS AND TO RESTORE THE DESANA PLATFORM AS SOON AS WE REASONABLY CAN. ACCESS TO THE DESANA PLATFORM MAY BE SUSPENDED TEMPORARILY AND WITHOUT NOTICE IN THE CASE OF SYSTEM FAILURE, MAINTENANCE OR REPAIR OR FOR REASONS BEYOND DESANA'S CONTROL. DESANA MAY ALSO NEED TO MODIFY THE DESANA PLATFORM AT ANY TIME WITH OR WITHOUT NOTICE.

SUBJECT TO CLAUSE 13.11 (LIMITS ON EXCLUSIONS) BELOW, IN NO EVENT WILL DESANA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT UNDER ANY LEGAL OR EQUITABLE THEORY, HOWSOEVER ARISING, INCLUDING BREACH OF CONTRACT, DELICT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, STRICT LIABILITY, AND OTHERWISE EXCEED THE CHARGES PAID OR PAYABLE TO OPERATOR BY DESANA OVER THE 12 MONTHS IMMEDIATELY PRIOR TO THE RELEVANT CLAIM OR £500,000 (FIVE HUNDRED THOUSAND POUNDS) (OR THE USD EQUIVALENT BASED ON THE EXCHANGE RATES APPLIED BY THE BANKERS TO DESANA AT THE DATE OF ANY RELEVANT AWARD), WHICHEVER IS LESS.

SUBJECT TO CLAUSE 13.11 (LIMITS ON EXCLUSIONS) BELOW, EXCEPT FOR THE SPECIAL LIABILITIES, OPERATOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT UNDER ANY LEGAL OR EQUITABLE THEORY, HOWSOEVER ARISING, INCLUDING BREACH OF CONTRACT, DELICT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, STRICT LIABILITY, AND OTHERWISE SHALL NOT EXCEED A SUM EQUAL TO THE GREATER (A) OF FIVE TIMES CHARGES PAID OR PAYABLE BY DESANA TO OPERATOR OVER THE 12 MONTHS IMMEDIATELY PRIOR TO THE RELEVANT DATE OF CLAIM; OR (B) GBP £2,000,000 (TWO MILLION POUNDS) (OR THE USD EQUIVALENT BASED ON THE EXCHANGE RATES APPLIED BY THE BANKERS TO DESANA AT THE DATE OF ANY RELEVANT AWARD). WITH REGARD TO THE SPECIAL LIABILITIES, OPERATOR’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED A SUM EQUAL TO THE GREATER (A) OF TEN TIMES CHARGES PAID OR PAYABLE BY DESANA TO OPERATOR OVER THE 12 MONTHS IMMEDIATELY PRIOR TO THE RELEVANT DATE OF CLAIM; OR (B) GBP £5,000,000 (FIVE MILLION POUNDS) (OR THE USD EQUIVALENT BASED ON THE EXCHANGE RATES APPLIED BY THE BANKERS TO DESANA AT THE DATE OF ANY RELEVANT AWARD) (THE SPECIAL LIABILITIES CAP). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE CONTRACT, THE SPECIAL LIABILITIES CAP EXCLUDES OPERATOR’S INDEMNIFICATION OBLIGATIONS UNDER CLAUSES 4.6, 5.7 AND 13.12. OPERATOR’S OBLIGATIONS TO PAY ANY FEES, CHARGES OR INTEREST VALIDLY DUE AND OWING HEREUNDER TO DESANA OR TO ANY CUSTOMER WITH THIRD PARTY RIGHTS OF ENFORCEMENT SHALL NOT BE SUBJECT TO ANY AGGREGATE CAP.

DESANA SHALL NOT BE LIABLE FOR THE DELETION OR FAILURE TO STORE ANY CONTENT WITHIN A LISTING. DESANA SHALL NOT BE LIABLE FOR ANY LOSSES INCURRED BY OPERATOR WHILE THE SERVICES ARE NOT OPERATIONAL OR ARE SUSPENDED.

THE LIMITATIONS AND EXCLUSIONS OF LIABILITY CONTAINED IN THE CONTRACT SHALL APPLY TO ANY CLAIMS BROUGHT BY OR ON BEHALF OF OPERATOR AND/OR ITS REPRESENTATIVES AND THE INVOLVEMENT OF ONE OR MORE OF ITS REPRESENTATIVES SHALL NOT GIVE RISE TO ANY MULTIPLICATION OF ANY CAP OF LIABILITY.

NOTHING IN THE CONTRACT SHALL LIMIT THE LIABILITY FOR;

OPERATOR SHALL INDEMNIFY AND HOLD HARMLESS, AND, AT DESANA’S OPTION, DEFEND DESANA OR ITS AFFILIATES FROM AND AGAINST ANY COSTS, FINES, PENALTIES, LOSSES OR OTHER LIABILITIES (INCLUDING SETTLEMENT COSTS AND REASONABLE LAWYERS OR ATTORNEYS’ FEES), INCLUDING RELEVANT CUSTOMER REIMBURSEMENT REQUIREMENTS OR LIQUIDATED DAMAGES ENVISAGED HEREIN, SUFFERED OR INCURRED BY DESANA OR ITS AFFILIATES RESULTING FROM ANY CUSTOMER, USER, ATTENDEE OR OTHER THIRD PARTY (INCLUDING ANY GOVERNMENTAL OR OTHER REGULATORY AUTHORITY OR OF COMPETENT JURISDICTION) CLAIMS, COMPLAINTS, INVESTIGATIONS OR CAUSES OF ACTION (OF ANY NATURE):

The Contract will remain in full force and effect while Operator uses the Services and/or maintain a Desana account. Subject to the Operator’s requirement to comply with its obligations under clause 15.1(a), and other ongoing obligations as set out in clause 15.1(c), Operator may terminate your account at any time, for any reason, by following the relevant steps on the Desana Platform.

Desana may terminate or suspend Operator's accounts or Listings, or access the Services, at any time in its sole discretion, including if:

On expiry or termination of the Contract for any reason:

If an Operator’s access to or use of the Desana Platform has been limited or suspended, or the Contract has been terminated, Operator may not register a new Desana account or access and use the Desana Platform through a Desana account of another Operator.

For the purposes of the Contract, insofar as the parties share PII in the provision of the Services, Desana and Operator are deemed to be separate Controllers, in respect of the processing of PII in connection with the Services. Insofar as Desana processes PII relating to the Operator’s employees, or individual Representatives, it shall do so in accordance with its Privacy Policy from time to time.

Each party shall comply with Data Protection Laws and shall not by its negligent or unlawful acts or omissions, or breach of Contract, cause the other party to breach Data Protection Laws. The Operator acknowledges that all Data Protection Laws (as defined in clause 2.1) shall govern Operator's activities in relation to the processing, storage, and use of all Desana Data, regardless of Operator's country of establishment or operation.

Operator is strictly prohibited from selling, transferring, disclosing, or otherwise making available Desana Data (including all relevant PII, and email addresses) to which it gains access through the Services) to any third party whatsoever , other than to any sub-processors with whom Operator is strictly required to share the PII for the purposes of fulfilling its contractual obligations under the Contract and with whom Operator must put in place appropriate confidentiality, non-use, non-disclosure and compliance with law provisions no less onerous than those set out in this Contract. Operator must also refrain from:

Operator is obligated to delete or anonymise any PII comprised in Desana Data once it is no longer necessary for the purposes for which it was collected or otherwise processed, or upon the expiry of any legal retention period, whichever comes later, or at Desana’s written request. Operator must promptly and securely delete or anonymise all such data when:

Following the deletion or anonymisation of the PII, Operator shall provide Desana with a written confirmation that the PII has been securely and completely deleted or anonymised, as applicable.

Operator shall not engage in the collection, processing, storage, or use of any form of biometric data (including but not limited to facial recognition, fingerprinting, voiceprints, and iris or retina scanning) in any manner. This prohibition extends to all data which can be classified or construed as biometric data under any Data Protection Laws. This includes ensuring that no features or methodologies are employed which could transform or analyse the data into a form that falls under the scope of biometric data.

Operator is expressly prohibited from utilising any Desana Data, including all communications with Users, Attendees, Customers and Desana for the purpose of training Language Learning Models (LLMs), Artificial Intelligence (AI) systems, or any other machine learning algorithms, including for the development, refinement, testing, or enhancement of such systems. Operator shall not engage in automated decision-making processes, including profiling, as defined under GDPR, utilising Data Subjects’ PII. This prohibition is in line with the GDPR's stipulations on safeguarding individual rights in the context of automated decision-making and profiling.

Operator agrees to implement and maintain all necessary measures and practices to ensure full compliance with the Data Protection Laws, including to adopt appropriate data protection policies and appropriate technical and organisational measures, to conduct regular data protection impact assessments, and to ensure that staff are adequately trained in compliance with relevant Data Protection Laws and good industry practice in the information and cybersecurity domains.

Operator agrees to respect and uphold the rights of Data Subjects including:

Operator shall ensure that all arrangements with its sub-processors are compliant with the requirements of Data Protection Laws and contain restrictions on processing, confidentiality, data sharing and cybersecurity that are materially at least as stringent as those set out in the Contract.

Where Desana is sharing PII relating to UK or EU based Data Subjects with the Operator (UK or EU PII), and the Operator is based in a territory outside of the UK or EU, which is not covered by any adequacy decision on the part of the UK or EU (a Third Country), then the provisions of Schedule I shall be deemed incorporated into the Contract (as applicable). Operator now agrees to enter into any revised version of such clauses, as may be provided by Desana, to reflect any recommendation, advice or statute of a competent data protection authority in the UK or EU. Operator shall not transfer any UK or EU PII onwards to any sub-processor in any Third Country, unless it has ensured that there is a lawful mechanism in place to do so under relevant Data Protection Laws, including where a medium, or low risk data protection impact assessment has been successfully concluded with respect to that transfer, and appropriate terms have otherwise been put in place.

Where applicable, for purposes of the CCPA, Operator shall at all times be considered a Third Party (as defined in the CCPA).

Operator shall notify Desana without undue delay, in no event later than 24 hours, in the event it becomes aware of any unauthorised loss, corruption, damage, destruction, alteration, disclosure or access to any PII, any unauthorised or unlawful processing of PII or any breach of the Data Protection Laws (each a PII Breach) which may impact on Desana, Customer or any Data Subjects. Operator shall promptly initiate an investigation into any PII Breach, and provide Desana with a report on the investigation to include details on how the PII Breach occurred, the approximate number of affected Data Subjects and the PII concerned. Operator shall provide Desana with all resources and assistance as are required by Desana or its relevant Customer(s) to notify the competent authorities and Data Subjects of such PII Breach, as applicable. Operator shall take all steps reasonably required to mitigate the adverse effects of a PII Breach and to prevent reoccurrence of a similar type of incident. Further detail on dealing with a PII Breach is set out in Schedule III to these Conditions.

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 the Contract will have the same effect as signing the Approved EU SCCs, any part of the Approved EU SCCs and the UK Addendum.

Dispute Resolution (Applies to Contracts with all non-US Operators). If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute) then except as expressly provided in the Contract the parties shall follow the procedure set out in this clause:

Dispute Resolution (Applies to Contracts with US Operators only). If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute) then except as expressly provided in the Contract the parties shall follow the procedure set out in this clause:

Governing Law (Applies to Contracts with all non-US Operators). 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.

Jurisdiction and Governing Law (Applies to Contracts with US Operators only). The Contract is governed by and construed in accordance with the internal laws of the State of California 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 California. Any legal suit, action, or proceeding arising out of or related to the Contract or the licences granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of Los Angeles, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Jurisdiction (Applies to Contracts with all non-US Operators). 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.

Waiver of Jury Trials (Applies to Contracts with US Operators only). 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 the Contract, or the transactions contemplated hereby.

Injunctive Relief. Both parties acknowledge that a breach of clause 6 (Operator Obligations), clause 9 (Intellectual Property Rights) or clause 16 (Data Protection) may irreparably harm either party and that such harm may not be susceptible to accurate measurement. Accordingly, either party, in addition to seeking and recovering money damages and other remedies available at law, will have the right to seek an injunction or other equitable relief to prevent a breach or threatened breach of such clauses, without the necessity of posting a bond or other security.

Assignation and other dealings. Operator 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 or delayed).

Entire agreement.

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:

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 shall not affect the validity and enforceability of the rest of the Contract.

Notices.

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

Third parties. Except as provided in this clause 17.14, no one other than a party to the Contract shall have any right to enforce any of its terms. The relevant Customer placing a Booking for Work Space Services or Amenities from Operator, or any of their Affiliates, or any Users or Attendees attending at any Work Space or utilising any Work Space Services or Amenities pursuant to such a Booking (or their insurers, to the extent such rights would or could otherwise pass to their insurers by law), shall have a right to directly enforce any relevant breach of the Contract against Operator as a third party beneficiary, pursuant to the Contracts (Rights of Third Parties) Act 1999 or California Civil Code §1559 (and otherwise to the maximum extent permitted by law under the laws governing the Contract), and directly against Operator’s Affiliates and Representatives (and the Operator should notify them of this fact). These parties’ consent to any variation to the Contract (including these Conditions) shall not be required. Operator acknowledges that a breach of the Contract may result in legal action by the affected Customers, Users or Attendees (or their insurers as noted above), including but not limited to claims for damages. This clause intends to provide Customers and Users (or their insurers as noted above) with a clear and direct mechanism for addressing grievances and seeking redress, thereby upholding the spirit and letter of the Contract and Applicable Laws.

Cumulative Rights. Unless specifically provided otherwise, Desana’s rights arising under the Contract are cumulative and do not exclude rights provided by law.

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:

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

Operator shall notify Desana immediately if the above occurs at any time.

“Anti-Corruption Laws” means:

“Modern Slavery Laws” means:

Operator must establish and maintain effective policies and procedures to prevent Modern Slavery within their operations and supply chains. This includes conducting due diligence to identify and mitigate risks related to Modern Slavery.

Operator shall promptly report any suspicions, allegations, or incidents of Modern Slavery, whether within their organisation or their supply chains, to Desana. In the event of such reports, Operators shall cooperate fully in any investigations conducted by any competent authority OR Desana to address the issue. Operator shall furnish Desana without Delay the findings of an investigation conducted by any competent authority.

Desana reserves the right to conduct audits or assessments, with reasonable notice, to verify Operators' compliance with Anti-Corruption Laws and Modern Slavery Laws and the provisions of the Contract. Operator shall provide all necessary cooperation and access for such audits.

Operator must immediately notify Desana if, at any time, the party becomes aware of being in breach of any of the foregoing clause 18.

To the extent any processing of PII relating to EU, EEA or UK data subjects (or other data subjects whose Data Protection Laws otherwise restrict the transfer of PII from the relevant jurisdictions to other jurisdictions) by Operator takes place in any country outside those jurisdictions (except if in an Adequate Country), or the transfer of the PII to Operator permits such processing and would otherwise be a restricted transfer but for the Standard Contractual clauses being put in place, the Standard Contractual clauses will, if they provide a lawful mechanism for such transfer and such processing, apply in respect of that transfer and that processing.

As regards obligations under the Standard Contractual clauses, Operator will comply with the obligations of the 'data importer’, ‘provider’ or ‘importer’ (or any analogous term or concept) in the relevant Standard Contractual clauses and Operator will comply with the duties of the 'data exporter', ‘recipient’ or ‘exporter’ (or any analogous term or concept) in same.

Where the Standard Contractual clauses are deemed to have been put in place, the following terms shall apply to same (as applicable), in addition to the terms set out elsewhere in the Contract:

(i) the Operator may not appoint sub-processors, unless and to the extent it procures a separate lawful basis to do so;

(ii) where the EU SCCs apply, they and any connected actions under the Contract (relating to the processing of PII) shall be governed by the laws of the Republic of Ireland and subject to the exclusive jurisdiction of the courts of the Republic of Ireland;

(iii) where the UK IDTA applies, it and any connected actions under this DPA or the Contract shall be governed by the laws of England and subject to the exclusive jurisdiction of the courts of England;

(iv) where the UK IDTA applies, Desana’s key contact shall be its Data Privacy Officer as noted in above and the Customer’s “key contact” and “Importer Data Subject Contact” shall be the person and email address specified in the Operator’s sign up form when subscribing for the Services as part of the Contract via the Desana Platform;

(v) the Standard Contractual clauses may only be terminated if there is a breach of their terms or the Contract, following the principles set out in the Contract, or the parties agree in writing, and are not separately terminable;

(vi) where the EU SCCs apply, the relevant parts of Schedule II below shall apply as Appendix 1 of the EU SCCs and the relevant parts of Schedule III below shall apply as Appendix 2 of the Standard Contractual clauses, and where the UK IDTA applies, the relevant parts of Schedule II and Schedule III below shall populate Tables 1 – 4 of Part 1 of the IDTA (to the extent not already provided for elsewhere in these Conditions). For any other forms of Standard Contractual clauses, the relevant parts of Schedule II and Schedule III below shall apply to populate the applicable aspects of the Standard Contractual clauses;

(vii) Operator shall be responsible for notifying data subjects of any breach involving their PII (insofar as it occurred via Operator’s or any of its Authorised Users’ accounts on the Platform, or in respect of data either in transit to the Operator’s Booking Management System (or analogous system) or at rest there;

(viii) no Sensitive Information or Special Category Data (as defined in Applicable Laws) shall be shared or transferred between the parties;

(ix) Desana’s contact details shall be as set out on Desana’s Privacy Policy from time-to-time, and Operator’s contact details shall be as recorded on the Operator’s account on the Desana Platform from time to time.