MARKETPLACE FRONT SHEET

Transcription

1 MARKETPLACE FRONT SHEET Agreement Date Commencement Date The date 30 days after the Offer is accepted by Regus (if accepted in accordance with clause 6 of the Marketplace Terms and Conditions). Vendor Details Company Name Contact Name Company Number Address Phone & Fee Offer (including the markets in which the Vendor is seeking to advertise) We are Crown Enterprises sarl ("Regus"). This Agreement incorporates this Front Sheet together with our terms of business set out in the attached Marketplace Terms and Conditions which you confirm you have read and understood. We both agree to comply with those terms and our obligations as set out in them. This Agreement is binding from the Agreement Date and may not be terminated once it is made, except in accordance with its terms. Note that the Agreement does not come to an end automatically. See Bringing your Agreement to an End.

2 MARKETPLACE TERMS AND CONDITIONS 1. Nature of this Agreement: Marketplace is a portal that allows vendors to promote products and services to Regus customer base ( Marketplace ). For the avoidance of doubt, Regus is not party to any agreements that may be entered into between its customers and a Vendor (and shall incur no liability in respect of them), it is not acting as an intermediary, facilitator or otherwise and does not have any relationship with respect to any of the products or services promoted by the Vendor. The Vendor contracts with Regus on a per deal basis (an Offer ) and pursuant to the terms of the Front Sheet and these Terms and Conditions (together the Agreement ) the Vendor will pay the Fee to advertise/promote the Offer. 2. Duration: This Agreement lasts for the 12 month period starting on and including the Commencement Date (the Initial Term ) and then will be extended automatically for successive periods of 12 months until brought to an end by Regus or the Vendor in accordance with clause 3 (together the Term ). The fee payable on renewal will be equal to that paid during the Initial Term. 3. Bringing this Agreement to an end: Either Regus or the Vendor can bring this Agreement to an end on the End Date stated on the Front Sheet, or at the end of any extension or renewal, by giving not less than 60 days written notice to the other. 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. For the avoidance of doubt, in no circumstance shall the termination of the Agreement (howsoever determined) give rise to a refund of the Fee. 4. Ending this Agreement immediately: To the maximum extent permitted by applicable law, Regus may terminate this Agreement immediately by giving the Vendor notice and without need to follow any additional procedure if (a) the Vendor becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) the Vendor is in breach of one of its obligations which cannot be put right or which Regus has given the Vendor notice to put right but the Vendor has failed to put it right within 14 days of that notice, or (c) in accordance with clause 22, or (d) the Vendor is in breach of clause 6(b). 5. Fee: The Vendor shall pay Regus the Fee on the Agreement Date. If the Vendor fails to make any payment due to Regus under this Agreement by the due date for payment, then, without limiting Regus other remedies under this Agreement, the Vendor shall pay interest on the overdue amount at the rate of 4% 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, whether before or after judgment. The Vendor shall pay the interest together with the overdue amount. The Vendor must pay promptly all taxes and fees it is required to pay to any governmental body or otherwise. 6. The Offer: (a) The Vendor s initial offer is as set out on the Front Sheet. The Vendor shall submit its Offer on the Agreement Date. All Offers require the prior written approval of Regus. The Vendor shall submit its Offer to Regus for approval via or online. (b) The Offer (and any revisions to it) shall be on terms no less favourable than any similar offer made publicly available by the Vendor during either the Term and for 12 months previous to the Agreement Date. If it is on such less favourable terms then Regus may (in its absolute discretion) terminate this Agreement in accordance with clause 4 or withdraw the Offer with immediate effect. (c) Within five working days of the Agreement Date Regus shall confirm whether the Offer is approved. If the Offer is not approved in such period Regus shall return the Fee to the Vendor and this Agreement shall immediately terminate. If the Offer is approved, Regus shall provide the Vendor with a confidential password to enable the Vendor to access the Marketplace and upload the Offer ( Upload ). (d) The Vendor may make subsequent revisions, amendments and/or updates to the Offer. In the event that the Vendor encounters any issues in relation to the uploading of the Offer to the Marketplace, Regus shall provide the Vendor with reasonable assistance.

3 7. Proof: The Vendor shall be solely responsible for the content of the Upload and it is the Vendor s responsibility to ensure the accuracy and completeness of all information contained therein prior to the use, upload, or publication. 8. Rights reserved: The Vendor understands and acknowledges that Regus reserves the right to refuse or remove from the Marketplace, at any time, any Offer that in its sole absolute judgment, it believes, is an invasion of privacy, is degrading, libellous, or may be unlawful, immoral, offensive or which in its sole judgment is an infringement on a trademark, trade name, or copyright, belonging to others. 9. Indemnity: The Vendor indemnifies Regus in full against all liability, loss, damages, costs and expenses (including legal expenses but excluding consequential or economic loss) suffered by or incurred by Regus as a result of or in connection with this Agreement. 10. Marketing: The Vendor shall not produce any marketing material or use the Regus name, logo or trade marks on any marketing material without the prior written consent of Regus. 11. Notices: All formal notices must be in writing and sent to Legal Department, 268 Bath Road, Slough SL1 4DX, United Kingdom and marked Marketplace. 12. Confidentiality: The terms of this Agreement are confidential. Neither Regus nor the Vendor must disclose them without the other s consent unless required to do so by law or an official authority. This obligation continues after this Agreement ends. 13. Applicable Law: This Agreement is interpreted and enforced in accordance with the laws of England and Wales and both Regus and the Vendor accept the exclusive jurisdiction of such courts. If any of the provisions of this Agreement are held to be void or unenforceable then the other provisions shall remain in force. 14. Enforcing this Agreement: The Vendor must pay any reasonable and proper costs (including legal fees) Regus incurs in enforcing this Agreement. 15. Waiver: Failure or delay by Regus in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement. Any waiver by Regus of any breach of, or any default under, any provision of this Agreement by the Vendor will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement. 16. Interruption to the Marketplace service: Regus shall not be liable for any interruption to the Marketplace portal whether due to any Force Majeure Event or otherwise and Regus shall have no liability to the Vendor under this Agreement if it is prevented from, or delayed in, performing its obligations under this Agreement or carrying on its business by acts, omissions or events outside its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil unrest, malicious damage, compliance with any law or governmental order, rule, regulation or direction, breakdown to plant or machinery, fire, flood or storm (each a Force Majeure Event ). 17. Liability: Neither party excludes or limits liability to the other party for fraud or fraudulent misrepresentation, breach of statutory duty or for death or personal injury due to its own negligence or its employees' or agents' negligence whilst acting in the course of their employment. 18. Regus liability: To the maximum extent permitted by law Regus is not liable to the Vendor in respect of any loss or damage the Vendor suffers in relation to this Agreement unless Regus has acted deliberately or negligently in causing that loss or damage. Regus is not liable for loss as a result of Regus failure to provide a service as a result of mechanical breakdown, strike or otherwise unless Regus does so deliberately or negligently. In no event shall Regus be liable until the Vendor has provided with written notice and gives Regus a reasonable time in which to put it right. IN NO CIRCUMSTANCES SHALL REGUS HAVE ANY LIABILITY FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS

4 OF OR DAMAGE TO DATA, THIRD PARTY CLAIMS OR ANY CONSEQUENTIAL LOSS UNLESS REGUS OTHERWISE AGREES IN WRITING. REGUS STRONGLY RECOMMENDS THE VENDOR TO INSURE AGAINST ALL SUCH POTENTIAL, LOSS, DAMAGE, EXPENSE OR LIABILITY.FOR REGUS ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE CAPPED AT THE FEE. 19. Competition: The Vendor s business must not compete with that of Regus business (including but not limited to the provision of serviced office accommodation(s) and its ancillary services). 20. Exclusivity: Subject to clause 6(b), the parties to this Agreement acknowledge that the rights and obligations in this Agreement are non-exclusive and that each party may engage in transactions with third parties, or undertake its own activities, whether or not similar to the transactions and other activities contemplated by this Agreement. 21. Regus IT: REGUS DOES NOT MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF REGUS NETWORK (OR THE INTERNET) OR OF ANY OF THE INFORMATION THE VENDOR PLACES ON IT. The Vendor should adopt whatever security measures (such as encryption) it believes appropriate to the circumstances. Regus cannot guarantee that a particular degree of availability will be attained and/or maintained in connection with the Vendor s use of Regus network (or the internet). The Vendor s sole remedy shall be the remedy of such failure by Regus after a reasonable time after receiving written notice. 22. Compliance: The Vendor must comply with all relevant laws and regulations in the conduct of its business. The Vendor must not to anything illegal in connection with its use of the Marketplace. The Vendor must not cause loss or damage to Regus (including damage to reputation). The Vendor acknowledges that (a) the terms of the foregoing sentence are a material inducement to Regus execution of this Agreement and (b) any violation by the Vendor of the foregoing sentence shall constitute a material default by the Vendor hereunder, entitling Regus to terminate this Agreement without further notice or procedure. 23. Variation: Regus reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms and Conditions at any time. Regus shall post any modifications to the these Terms and Conditions on [ Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, any changes made for legal reasons will be effective immediately. If the Vendor does not agree to any modified terms in this Agreement Regus may terminate this Agreement immediately. 24. Assignment: Assignment and other dealings: The Vendor shall not assign this Agreement or any part of it or to subcontract the provision of the whole or any part of the services (except that it may assign this Agreement to a group company of it provided that (i) the Vendor gives to Regus not less than 14 days prior written notice and (ii) such group company is of no lesser covenant strength and/or financial standing than the Vendor). Regus may transfer its rights and obligations under this Agreement, or any part of it, to any of its affiliates or by way of security to any other party. 25. No partnership or agency: 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. 26. Authority: The Vendor shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Regus in any way, and shall not do any act which might reasonably create the impression that the Vendor is so authorised. The Vendor shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Regus.

5 27. Intellectual Property: Nothing in this Agreement assigns, licences or otherwise transfers any IPR owned by Regus to the, save as necessary for the Vendor to perform its obligations under this Agreement, and no such rights shall continue after this Agreement has been performed or otherwise terminated. Where reasonably required by Regus, the Vendor shall grant Regus a non-exclusive perpetual, worldwide licence to use its IPR solely for the purposes set out in this Agreement. IPR means all patents, copyright, trademarks, business and domain names, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights whether registered or unregistered in any part of the world. 28. Data: Regus and the Vendor will each comply with their obligations as data controllers under relevant applicable legislation relating to the protection of personal data of individuals ( Data Protection Legislation ), and will not, by any act or omission, cause the other party to incur liability to a third party under the Data Protection Legislation. To the extent that the Vendor processes personal data in respect of which Regus is the data controller the Vendor shall: (a) only process such personal data for the purposes of performing its obligations under this Agreement, and shall act on the instructions of Regus in relation to such processing; (b) not disclose or transfer any personal data to a third party or otherwise outside of the country of origin except with the prior written consent of Regus; (c) take such technical or organisational measures against unauthorised or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data, as would be appropriate to Regus as data controller; (d) permit Regus to conduct audits of the Vendor s data processing procedures. In this clause 28, personal data, data subject, data controller and process shall have the meanings given to these terms in the Data Protection Act The Vendor shall indemnify Regus against any costs, loss, damages, fines or expenses (including legal expenses) suffered or incurred by Regus arising from the Vendor s failure to comply with clause 28.