General Terms and Conditions for Listing and Business Introduction

Article 1 — Purpose and scope

1.1. These General Terms and Conditions (the "T&Cs") set out the conditions under which Desk to Desk SAS, a simplified joint-stock company (société par actions simplifiée) registered in the Lille Trade and Companies Register (RCS) under number 932 110 216, with its registered office at 19 rue d'Amiens, 59800 Lille ("Desk to Desk"), lists on the platform www.desk-to-desk.com the office spaces made available by a company (the "Partner") and introduces prospects to it.

1.2. Desk to Desk acts as a business introducer (apporteur d'affaires). It is neither an authorised representative (mandataire), nor a commercial agent (agent commercial), nor a manager of the Partner's spaces, and does not act as a party to the contract entered into between the Partner and the end client.

1.3. The T&Cs shall apply to any Partner that publishes, or arranges for the publication of, a space on the platform.

Article 2 — Acceptance and relationship with a specific agreement

2.1. Validation of these T&Cs, by ticking a box when publishing a space or by any other equivalent means, shall constitute full and complete acceptance. Desk to Desk keeps a record of this acceptance (date, time, account identifier, version of the T&Cs accepted) as evidence.

2.2. These T&Cs shall apply only in the absence of a separate written agreement (business introduction agreement, partnership agreement, framework agreement or amendment) entered into between Desk to Desk and the Partner. Where a written agreement exists, it shall prevail in its entirety over the T&Cs on all matters it covers; the T&Cs shall then apply only on a supplementary basis, for matters not covered by that agreement.

2.3. The Partner represents that it is legally authorised to make available the spaces it publishes and that it holds all the necessary authorisations, permits and documents, which are up to date.

2.4. The person accepting the T&Cs represents that they have the authority to bind the Partner.

Article 3 — Publication and management of listings

3.1. The Partner expressly authorises Desk to Desk to publish on www.desk-to-desk.com the listings of its spaces, with photos, descriptions, availability and technical and pricing information.

3.2. The Partner warrants that it holds the rights (in particular copyright and image rights) to the content it provides and grants Desk to Desk a free, non-exclusive and revocable licence to reproduce and communicate that content to the public (droits de reproduction et de représentation) for the purposes set out in Articles 3 and 4, for the duration of the listing.

3.3. The Partner may at any time request the amendment, update (price, availability, features) or removal of a listing. Desk to Desk shall process such requests within a maximum of 48 working hours.

3.4. The Partner undertakes to keep its availability and pricing information accurate and up to date.

3.5. Desk to Desk undertakes to publish the Partner's listings only on its own website www.desk-to-desk.com and not to distribute them on other property listing platforms (SeLoger, BureauxLocaux, Leboncoin or any other competing website).

3.6. Desk to Desk reserves the right to refuse, suspend or remove any listing that is non-compliant, inaccurate, unlawful or incompatible with its editorial policy, after informing the Partner.

Article 4 — Use for marketing purposes

4.1. The Partner authorises Desk to Desk to use the photos, information and content relating to its spaces for:

social media posts (LinkedIn, Instagram, Facebook, etc.);

communication materials (newsletters, brochures, sales presentations);

blog articles and editorial content.

4.2. Such use shall be made in a professional manner and with respect for the Partner's brand image.

4.3. The Partner may at any time request the removal of a specific post or article. Desk to Desk shall act on such a request within 48 working hours, subject to the technical constraints specific to third-party platforms.

Article 5 — Transmission of prospects

5.1. Desk to Desk transmits prospects by email, with the following information where available: company and business sector, main contact (name, email, telephone), requirements (floor area, location, term, budget), desired date (date de recherche souhaitée).

5.2. The Partner undertakes to review each prospect and to inform Desk to Desk of its decision (availability, proposal, refusal) within 7 working days.

5.3. The Partner shall keep Desk to Desk informed of the progress of discussions and, in any event, shall inform it of the signature of a contract with a transmitted prospect within 15 days of signature.

5.4. The Partner may not use the contact details of transmitted prospects for any purpose other than processing the request concerned (in particular: no commercial prospecting for other offerings without its own legal basis).

Article 6 — Commission

6.1. Principle. Commission shall be payable only if a contract (lease, service agreement, occupancy agreement (convention d'occupation) or sublet agreement) is signed with a client introduced by Desk to Desk. If the Partner finds a client through its own means, including for a space listed on the platform, no commission shall be payable: listing and marketing activities are free of charge.

6.2. Amount.

If the contract is entered into for an initial term of 12 months or more: 10% of the contract amount excl. VAT over the first year (first 12 months).

If the contract is entered into for an initial term of less than 12 months: 10% of the contract amount excl. VAT over the booking period.

The calculation basis is defined in Article 6.3.

6.3. Calculation basis. The commission is calculated on the amount excl. VAT of the service agreement entered into with the client, i.e. all recurring sums invoiced in respect of the occupancy: rent, service charges, included services, as well as any package, plan or option subscribed to on a recurring basis (premium package, additional services, additional desks or places).

The following are excluded from the calculation basis:

the security deposit and administration fees;

fit-out, customisation or specific equipment works requested by the client;

one-off services invoiced on a usage basis (hourly meeting room hire, printing, events, catering, daily parking);

commercial discounts, free services and rent-free periods actually granted to the client.

VAT at the applicable rate shall be added to the commission.

6.4. Changes to the contract during the commission period. The commission applies to the amount actually invoiced to the client during the commission period, and not solely to the amount initially signed. In the event of an increase in the contract amount during this period — additional desks or spaces, extension of floor area, change of office, subscription to a package or recurring options, price indexation — the 10% commission shall also apply to the increase, pro rata to the remaining duration of the commission period.

The Partner shall inform Desk to Desk of any such change within 15 days. Desk to Desk shall issue an additional invoice on the same payment terms as the initial commission.

In the event of a decrease in the contract amount or early departure of the client, the commission shall be adjusted downwards under the same conditions, pro rata to the sums actually invoiced.

6.5. Renewal and extension of term. Unless otherwise agreed in writing, no commission shall be payable in respect of the renewal or extension of the contract beyond the commission period.

6.6. Triggering event. The commission is earned upon signature of the contract by the client. It shall become payable only upon actual payment of the corresponding sums by the client.

Article 7 — Payment terms

7.1. Two options are available, agreed in writing when the rental agreement is signed:

Option A — Single payment

Invoice issued upon signature of the contract by the client;

Payment within a maximum of 60 days after the client moves in.

Option B — Payment in instalments

SEPA direct debit via GoCardless;

First instalment no later than the month following the move-in;

Choice of frequency: monthly (12 instalments max), quarterly (4 max) or half-yearly (2 max);

Possible suspension in the event of payment default by the client reported by the Partner, with automatic resumption once the default is remedied.

7.2. Any late payment shall automatically give rise to penalties at the increased statutory interest rate (taux d'intérêt légal majoré), as well as a fixed recovery indemnity of €40 (Articles L.441-10 and D.441-5 of the French Commercial Code (Code de commerce)).

Article 8 — Exclusions

8.1. The following prospects are excluded from the scope of the commission:

those already in direct contact with the Partner before transmission by Desk to Desk;

those with whom the Partner had entered into negotiations before such transmission.

8.2. To be enforceable, this exclusion must be invoked by the Partner in writing within 7 working days following the transmission of the prospect, with dated supporting evidence (email exchange, CRM entry, commercial proposal). Failing this, the prospect shall be deemed newly introduced by Desk to Desk.

Article 9 — Term, suspension and termination

9.1. The T&Cs are entered into for a term of one year, tacitly renewable (tacite reconduction).

9.2. Either Party may terminate them at any time subject to one month's notice, given by email with acknowledgement of receipt or by registered letter with acknowledgement of receipt (LRAR). Termination shall be immediate in the event of serious breach.

9.3. Termination shall entail the removal of the listings but shall not affect commissions due in respect of contracts signed, or contracts under negotiation with a prospect transmitted before termination and signed within 6 months thereafter.

9.4. Desk to Desk may amend the T&Cs. Amendments shall be notified to the Partner and shall apply to current listings upon expiry of a 30-day period, unless expressly refused by the Partner, such refusal constituting termination.

Article 10 — Confidentiality

10.1. Each Party undertakes to keep confidential the non-public information exchanged (commercial terms, prospect data, strategic information), for the duration of the relationship and for 2 years after it ends.

Article 11 — Personal data (GDPR)

11.1. Status of the Parties. Desk to Desk and the Partner act as independent controllers for the processing operations they respectively carry out. Neither Party acts as a processor on behalf of the other.

11.2. Purposes and legal bases. Contact data of the Partner's staff is processed for the performance of the contractual relationship (Article 6.1.b GDPR). Prospect data is transmitted to the Partner on the basis of the Parties' legitimate interest in responding to an office search request, or of the prospect's consent where required (Article 6.1.a and 6.1.f GDPR).

11.3. Categories of data. Identity, business contact details, company and job title, stated property requirements, history of exchanges. No sensitive data within the meaning of Article 9 GDPR is transmitted.

11.4. Informing data subjects. At the time of collection, Desk to Desk informs prospects that their data may be transmitted to operators and partners for the purpose of processing their search, and makes its privacy policy available to them.

11.5. Purpose limitation. The Partner shall not use the data of transmitted prospects for any purpose other than processing their request, nor transfer or disclose it to third parties without its own legal basis.

11.6. Retention period. Prospect data is retained for 3 years from the last contact where no contract is concluded, and, where a contract is concluded, for the duration of the contractual relationship plus the statutory limitation periods.

11.7. Security and processors. Each Party implements appropriate technical and organisational measures (Article 32 GDPR). Desk to Desk uses processors (hosting, CRM, emailing, direct debit) providing sufficient guarantees.

11.8. Transfers outside the EU. Any transfer outside the European Union is governed by an adequacy decision or by the European Commission's standard contractual clauses.

11.9. Data subjects' rights. Data subjects have the rights of access, rectification, erasure, restriction, objection and portability, which may be exercised via contact@desk-to-desk.com. Each Party shall forward to the other without delay any request concerning it and shall cooperate in handling it.

11.10. Data breaches. Each Party shall inform the other without undue delay, and in any event within 48 hours, of any data breach likely to affect the data exchanged, and shall provide it with the information it needs to meet its own notification obligations.

11.11. Complaints. Any data subject may lodge a complaint with the CNIL.

Article 12 — Liability and insurance

12.1. Each Party shall provide evidence of valid professional liability insurance.

12.2. Desk to Desk shall not be liable for the solvency, reliability or conduct of the transmitted prospects, nor for the outcome of negotiations.

12.3. The Partner remains solely responsible for the compliance of its spaces with applicable standards (safety, accessibility, public-access premises (ERP), health and hygiene) and for the accuracy of the information it provides.

12.4. Desk to Desk is bound by a best-endeavours obligation (obligation de moyens). Except in the event of gross negligence or wilful misconduct (faute lourde ou dolosive), its liability is capped at the amount of commissions received from the Partner over the previous 12 months. Indirect losses (operating losses, loss of opportunity, damage to reputation) are excluded.

Article 13 — Force majeure

Neither Party shall be held liable for any failure to perform its obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code (Code civil).

Article 14 — Miscellaneous

14.1. The Parties are independent contractors; the T&Cs do not create any partnership (société), agency (mandat) or exclusivity.

14.2. The Partner may not assign its rights under the T&Cs without the written consent of Desk to Desk.

14.3. If any clause is declared null and void, the remaining provisions shall continue to apply.

14.4. A Party's failure to invoke a breach shall not constitute a waiver.

Article 15 — Governing law and disputes

These T&Cs are governed by French law. Any dispute relating to their validity, interpretation or performance shall, after an attempt at amicable resolution, be submitted to the exclusive jurisdiction of the courts of Lille.

Desk to Desk SAS — 19 rue d'Amiens, 59800 Lille — RCS Lille 932 110 216 — Contact: contact@desk-to-desk.com — www.desk-to-desk.com