1. Overview

1.1 These terms and conditions (“Terms and Conditions”) apply to the following products: Office, Co-Working, Virtual Office, Membership and Workplace Recovery.

1.2 The submission of any referral to International Workplace Group indicates acceptance of our terms and conditions. International Workplace Group reserves the right to amend or terminate these conditions at any time without prior notice.

1.3 The Real Estate Broker/Agent Referral Program is reserved for commercial Real Estate Brokers/Agents and residential Real Estate Broker/Agents.

1.4 In these Terms and Conditions:

(a) “Broker” refers to either a broker and/or an agent as the case may be; and

(b) “Completed Sale” means sale where (i) the client has signed a service agreement and (ii) it has paid its initial invoice.

2. Broker Fees

2.1 We will pay commission to a Broker in return for the referral of new clients which lead to a Completed Sale in accordance with this clause 2 (“Commission”).

2.2 Where a Completed Sale relates to a service agreement with a fixed term (i.e. not a rolling month to month term), following a Completed Sale, we will pay Commission as a single payment upon receipt of a valid invoice from the Broker as follows:

2.2.1 10% of the monthly office fee in respect Office and Co-Working multiplied by the number of months that the initial agreement covers; and

2.2.2 10% of the monthly fee in respect of Virtual Office, Membership and Workplace Recovery multiplied by the number of months that the initial agreement covers,

up to a maximum of the first 12 months of the agreement term made.

2.3 If during the first 12 months of a service agreement with a fixed term (i.e. not a rolling month to month term) (the “Initial Term”) a client expands their presence with us we will pay a further 10% commission on the uplift value of the monthly fee for the remaining part of the Initial Term only upon receipt of a valid invoice. For the avoidance of doubt, such additional commission shall be paid in respect of the uplift only and not in respect of the Commission (“Additional Commission”).

2.4 Where a Completed Sale relates to a service agreement with a month to month rolling term, following a Completed Sale we will pay Commission at 10% of the monthly fee as single payments upon receipt of valid invoices from the Broker as follows:

2.4.1 for three months up front, on the basis that the service agreement term rolls over twice (such that the client uses our services for three months under the service agreement to which the Completed Sale relates) which may be invoiced by the broker in the first month of the term of the service agreement; and

2.4.2 monthly in arrears for each month in respect of which the term rolls over after the first three months (such that the client continues to use our services under the service agreement to which the Completed Sale relates) up to a maximum of nine months. For the avoidance of doubt, cancellation and re-signing of agreements by a client will not qualify for this advance commission payment.

3. Referral submissions

3.1 Every referral must be submitted via an International Workplace Group approved channel to qualify for a Commission or an Additional Commission (if applicable) on a Completed Sale. These include our website, the App or directly to an International Workplace Group team member.

3.2 In the United Kingdom, referrals will only be accepted by registering them on the App or via referrals@iwgplc.com

4. Commission Payment Conditions

4.1 Commission shall be paid to a broker who submits a referral to International Workplace Group that results in a completed sale unless the circumstances described in either clause 4.2 or clause 4.3 occur, in which case either clause 4.2 or 4.3 shall apply respectively.

4.2 If two or more brokers make a referral that are substantially the same opportunity, and a sale is completed in relation to this opportunity, then the broker who submitted the referral first shall be paid the Commission, unless the final tour completed prior to a sale being made was booked by a different broker, in which case the broker who booked this tour will be paid the Commission instead.

4.3 If one or more brokers make a referral that is substantially the same opportunity as a referral previously made directly to International Workplace Group (i.e. International Workplace Group received the referral directly before receiving it from any broker) and a sale is completed in relation to this opportunity, no commission shall be payable to any broker unless the final tour completed prior to a sale being made was booked by a broker, in which case the broker who booked this tour will be paid the Commission.

4.4 Payment will be made following receipt and processing of a valid invoice from the Broker.

4.5 Invoices must be received within 90 days of the Completed Sale.

4.6 All Commission will be paid to the named brokerage company and not to an individual Broker.

4.7 Subject to clause 4.8 below, if we are required to pay to a Broker an amount exceeding £100,000 in relation to any single Completed Sale (in respect of Commission and any Additional Commission, in aggregate), the following deductions will be made from the amount due:

4.7.1 an amount equal to the total fit-out costs we will incur or have already incurred; and

4.7.2 where we have agreed on a discount to our fees of more than 10%, an amount equal to the percentage above 10% of the net monthly fees multiplied by the number of months that the agreement covers.

4.8 If any amount we are required to pay to a Broker in relation to any single Completed Sale (in respect of Commission and any Additional Commission, in aggregate) would fall below £100,000 as a result of deductions made in accordance with clause 4.7, the amount we are required to pay will be capped at £100,000, rather than being reduced in accordance with clause 4.7.

4.9 All payments will be made by Bank Transfer or if in North America by ACH.

4.10 If a Commission and any Additional Commission has been paid and a client defaults during the agreed fixed term or terminates a service agreement such that a rolling monthly term does not roll over into the months for which Commission has been paid, we will be entitled to recoup the pro-rated Commission and any Additional Commission for the period in which the client is in default. This can be done via an invoice request or a deduction from another Commission. Where this is done by invoice the Broker shall promptly repay such sums.

4.11 Any dispute arising pursuant to these Terms and Conditions is interpreted and enforced in accordance with the law of the place where the relevant center is located (subject to paragraph 4.12 below). International Workplace Group and the Broker both accept the exclusive jurisdiction of the courts of such jurisdiction. If any provision of these Terms and Conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force.

4.12 AGREEMENT TO ARBITRATE; CLASS ACTION WAIVER (United States of America ONLY): Any dispute or claim relating in any way to these Terms and Conditions shall be resolved by binding arbitration administered by the American Arbitration Association in accord with its Commercial Arbitration Rules (available at www.adr.org), except that International Workplace Group or the Broker may assert claims in small claims court. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this agreement. The arbitrator shall not conduct arbitration as a class or representative action. International Workplace Group and the broker acknowledge that these Terms and Conditions are a transaction in interstate commerce governed by the Federal Arbitration Act. International Workplace Group and the Broker agree to waive any right to pursue any dispute relating to these Terms and Conditions in any class, private attorney general, or other representative action.

If you have any questions please contact the Broker Help Desk by email: GlobalBroker.Commissions@iwgplc.com