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Spacespot User Terms

  1. Introduction.

    1. The website www.spacespot.com ("Website") offers an online advertisement platform (the "Platform") allowing providers ("Provider") to publish details relating to commercial real estate for rent/lease or other use ("Property") on the Website (the “Listing”), and the electronic execution of an agreement ("Agreement") between a Provider and a potential or actual client ("Client") relating to such Property. Provider or Client referred as "you".

    2. The Website and Platform is operated by CBRE AS ("CBRE") or "we" or "us".

    3. These user terms (the "Terms") govern the use of and access to the Website and the Platform, and the services offered through the Platform, being:

      1. access for Providers to upload Listings, for Clients to view Listings, and for both parties to negotiate a prospective rental or usage;

      2. access to market standard terms which the Provider and Client may choose to incorporate into the Agreement;

      3. a mechanism to electronically execute an Agreement which has been agreed between the Provider and Client; and

      4. access for the Client to a Spacespot advisor who will provide advice on process, technical and market matters, (together with the Website and the Platform, the “Services”).

    4. If you decide to engage us to carry out any other services for you, which are advertised to you through the Platform but which are not listed above as Services, you may be asked to accept other specific terms & conditions relating to such additional services. For example, Providers may utilise our Spacespot broker resource to assist with transactions, viewings and document negotiation, which will be subject to an additional fee and your acceptance of additional terms and conditions.

    5. No CBRE officer, director, employee, member or consultant contracts with you directly or assumes any legal responsibility to you personally in respect of the Services. All correspondence and other outputs sent to you in the course of our agreement with you shall for all purposes be treated as having been sent by CBRE.

    6. These Terms also incorporate our Data Processing Terms included as the Appendix.

    7. For the avoidance of doubt, these Terms are not intended to apply to any regulated activities on the Platform whatsoever, for example broker resources, which will be governed by separate terms should the parties choose to engage in any such regulated activities.

  2. No agency

    1. CBRE is only a technical provider or the Services. CBRE does not supply, own, offer, sell, resell or deliver the Services, including a particular Listing, as a real estate agent. The Provider has sole responsibility for its Listings and the negotiation and execution of an Agreement, and the parties acknowledge that CBRE is in no way acting as an agent for either the Provider or the Client.

    2. The Agreement is an independent agreement between the Provider and the Client to which the parties acknowledge CBRE is not a party.

  3. Acceptance of Terms and creation of User Account

    1. In order to access our Services (except when visiting the Website only to browse Listings) you must register and create a user account (the "User Account"). Only individuals with rights to legally represent and act on behalf of a Provider or Client ("Authorised User") may create a User Account on behalf of a Provider or Client. By creating a User Account, you and the Authorised User each warrant that you have the authority to create such an account in accordance with these Terms. The Provider, the Client and each Authorized User is responsible for maintaining the confidentiality and security of the user ID(s) and password(s) associated with the use of the Services and shall be fully responsible for any and all activities, which occur under such user ID(s) and password(s).

    2. You are responsible for ensuring Authorised Users understand and are bound by these Terms. You are liable for any breach or non-compliance of the Terms by the Authorised Users.

    3. The Terms form a binding contract between you and us relating to access and use of the Services, and must be accepted when you create a User Account.

  4. Access to our Services

    1. If you do not accept these Terms, you will not be able to access the Services.
    2. Any other service offered by CBRE may be subject to separate terms and conditions and must be agreed upon separately.
    3. Registration by the Provider, the Client and Authorised Users is free of charge. A Listing is subject to the specific fees as set out in Clause 5.
  5. Specific provisions relating to a Listing

    1. In connection with a Listing on the Platform, the Provider will be given the opportunity and has the sole responsibility to provide relevant information about the Property (including pictures) and to upload this on the Platform to create the Listing. The Provider has the full responsibility for the accuracy of any and all information it uploads on the Platform ("Content").

    2. Notwithstanding the provisions of Clause 8.2.2, the Provider warrants that they shall not use any Content that is protected by copyright, trademark, or any other proprietary right of a third party without the express permission of such third party. The Provider shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any: (a) Listing; (b) use of Content; or (c) any other use of the Platform by Provider. The Provider has the full responsibility for each Listing it makes, including its legality, reliability and appropriateness.

    3. Prior to publishing a Listing, Provider shall approve each Listing and all information contained therein, and confirm that it complies with the provisions of Clause 5.2 ("Provider Approval"). The Provider Approval is given within the Platform.

    4. CBRE is entitled to claim a transaction fee in respect of all Listings where CBRE has made the introduction between the Provider and the Client, and an Agreement is subsequently signed, regardless of whether or not the Agreement is signed on the Platform (“Transaction Fee”).

    5. A Listing will become active and viewable to visitors on the Website on the Platform within a reasonable time period after Provider Approval has been given ("Publication Date"). We reserve the right to review and approve all Listings prior to publication to ensure that a Listing does not violate these Terms, without accepting any liability for the Listing or Content.

    6. Each Listing will be active and displayed on the Website as from Publication Date for a period to be agreed between you and us ("Listing Period") unless: (a) terminated earlier in accordance with Clause 10.4; (b) an Agreement is entered into; or (c) a Listing is de-activated by either us or the Provider prior to the expiration of the Listing Period in accordance with these Terms.

    7. CBRE shall receive a base fee of 10% of:

      1. for Agreements with a term of 12 months or longer, or for Agreements with an initial term of less than 12 months where the parties subsequently agree for the Client to remain in the property for 12 months or longer, one year’s rent or usage fees; or

      2. for Agreements with a term of less than 12 months, the rent or usage fees for the full term (including the initial term and any subsequent extensions), including office, storage and parking costs (if applicable), but excluding any rent-free period or other incentives (the “Transaction Fee”).

    8. The agreed Listing Period and Transaction Fee will appear on the Platform when a particular Listing is submitted, and will also appear in the electronic order confirmation submitted to the Provider upon completion of a Listing.

    9. All fees are exclusive of VAT and other applicable tax, which will be charged at the applicable rate. VAT and/or other applicable tax shall also be payable by you on disbursements and other amounts due, where applicable.

    10. The Transaction Fee is payable within 10 days after the execution of an Agreement through the Platform.

  6. Execution of an Agreement

    1. The Platform allows for the electronic execution of an Agreement by way of electronic signature.

    2. The draft standard terms included in the Platform are templates provided by us, which you may choose to disregard or to adopt in full or in part to meet your own requirements and negotiated position. CBRE has no liability to you whatsoever for the content of the standard terms or the Agreement, and you should obtain your own legal advice in negotiating the Agreement.

    3. The execution of an Agreement by electronic signature may be subject to different classifications as "electronic signature", "advanced electronic signature" or "qualified electronic signature" in accordance with e-IDAS. It is the responsibility of the Provider and the Client to ensure that any electronic signature complies with any laws and regulations applicable to the Provider and the Client.

    4. The execution of an Agreement by electronic signature may be subject to additional terms of the provider of such electronic signature services.

    5. Upon execution of an Agreement, both the Provider and the Client will receive a copy of the signed document and will have sole responsibility to store and archive these documents. CBRE will retain a copy of the Agreement for as long as is lawfully permitted under applicable law.

  7. Grant of rights

    1. CBRE hereby grant you a limited, revocable, non-exclusive, a non-transferable license to access the Services, subject to the Terms and any process documentation or instructions issued to you.

    2. When using the Services, you shall not: (a) access, store, distribute or transmit any viruses or other similar harmful code; or (b) upload, transmit or store any material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity, depicts sexually explicit images; (iii) promotes unlawful violence; (iv) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or otherwise; or (v) is otherwise illegal or causes damage or injury to any person or property. We reserve the right, without liability or prejudice to our other rights, to disable your access to the Services or any part thereof if you are in breach of the Terms.

    3. You shall not attempt to or otherwise copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means, or attempt to or otherwise de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services.

    4. You shall not access all or any part of the Services in order to: (a) build a product or service which competes with the Services; (b) sell or use the Services and/or related documentation to provide services or access to third parties; or (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, sublicense, whether you commercially benefit or not, or otherwise commercially exploit, or otherwise make the Services available to any third party.

  8. Intellectual property

    1. CBRE and/or its licensors own all intellectual property rights (in whatever jurisdiction, and whether past, present or future) in the Services and any related documentation. Neither you nor any individual Authorised User shall obtain any rights to, under or in, any intellectual property or proprietary rights, or any other licensed rights in respect of the Services or any related documentation. No intellectual property rights in the Services or any of our other intellectual property transfers to you, an Authorised User or any of your representatives pursuant to the Terms or otherwise through your access to and use of the Services.

    2. Intellectual Property Infringement by Provider or Client

      1. CBRE, may at its discretion, terminate the Services and/or use and access to the Website and Platform for User Accounts whose Listing infringes third party intellectual property rights.

      2. The Provider and the Client (when applicable) shall indemnify and hold CBRE, its affiliates and representatives harmless from any third party claims relating to a Listing, or where the use of the Platform by an Authorised User is infringing or is alleged to infringe any third party intellectual property rights, privacy laws or any other laws or regulations applicable to the Provider, the Client or an Authorised User for which the Provider, the Client or an Authorised User is liable.

  9. Warranties and Indemnity

    1. The Services are provided on an “as is” basis. To the fullest extent permissible pursuant to applicable law, CBRE disclaims all warranties, express, implied or statutory, including but not limited to, title, the implied warranties of merchantability, fitness for a particular purpose, or infringement.

    2. You are solely responsible for the results obtained from the access of the Services by you or an Authorised User, and any related documentation, and for any conclusions drawn by such access. We will have no liability for any damage caused by errors of omissions of any such information, instructions, or scripts provided to us by you in connection with the Services, or any actions which we take at your direction.

    3. Without limiting the foregoing, CBRE shall not be liable for:

      1. any interruptions to your use of the Services or any errors in the Services, and CBRE does not warrant that the information obtained by you through the Services will meet your requirements;

      2. any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and/or any related documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; or

      3. any default or breach under the Agreement.

    4. You agree to defend, indemnify and hold CBRE and its officers, directors, employees and agents harmless against any claim, loss, cost, expense, demand, liability or damage, including reasonable attorneys’ fees, arising out of (a) your use of or access to the Services; (b) any breach of the Terms; (c) any abuse or misuse of the access granted to the Services; (d) any claim alleging that a Listing infringes the rights of, or has caused harm to, a third party; or (e) the negligence, gross negligence or wilful misconduct in the access and/or use of Services.

  10. Limitation of liability

    1. Except to the extent such liability cannot be excluded by applicable law, you agree that CBRE shall not be liable for any:

      1. indirect, special or consequential loss or damage howsoever caused, whether in contract, tort, negligence or otherwise;

      2. loss of profits, loss of contracts, loss of revenue, increased costs and expenses or wasted expenditure, in connection with or arising out of your use or performance of our Services;

      3. loss of data or Content;

      4. loss of business or business opportunity, revenue, profits, use, data, or other economic advantage, whether direct or indirect, however it arises, whether in contract or tort or otherwise, in each case in connection with or arising out of your use or access to our Services, even if we have been previously advised of the possibility of such loss or damage;

    2. Nothing in this section will exclude or limit either party's liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation, or for any other liabilities which cannot be excluded or limited by law. Except as stated in the foregoing and notwithstanding any provision in these Terms to the contrary, in no event shall we or any of our affiliates incur any liability to you in connection with your use or access of the Services.

    3. Our rights and remedies in connection with these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

    4. Our maximum aggregate liability to you arising from or in relation to the Services (in contract, tort, negligence or otherwise) howsoever arising shall in no circumstances exceed the lower of (a) 50% of the Transaction Fee received by us; or (b) €500,000.

  11. Term and Termination

    1. If you are a Provider, Client or Authorised User, these Terms will apply for as long as you use or access any of the Services.

    2. You may terminate a specific Listing or your User Account at any time, provided however that the termination of such Listing or User Account will not affect any rights and obligations we accrue prior to such termination.

    3. We may, without notice, terminate or suspend a User Account and all active Listings, and/or stop providing access to the Platform, if: (a) there has been a material breach of the Terms; (b) we have reason to believe there has been a misuse of a User Account; or (c) any of the circumstances in Clause 8.2.1 apply.

    4. Upon termination of these Terms or the de-activation of your User Account by you or us, as the case may be:

      1. all licenses granted in accordance with these Terms will immediately terminate, and you agree to immediately cease using any of the Services and any related documentation;

      2. you must destroy all materials (and related documentation) obtained from the Website and all copies thereof; and

      3. subject to Clause 12.5, all Content will be erased, except that CBRE reserves the right to store deleted Content and Listings for up to 6 years in order to pursue its rights.

  12. Confidentiality and Data Protection

    1. You shall at all times keep confidential (and procure that your employees, agents and subcontractors shall keep confidential) any confidential information which you or they may acquire in relation to the business, products, services and affairs of CBRE in the performance of its obligations under these Terms or otherwise. You shall not use or disclose any such information except with our express, prior written consent, or where such disclosure is required by law.

    2. We comply with our obligations under the EU General Data Protection Regulation 2016/679 ("GDPR") and any legislation in force in EU member states from time to time which implements GDPR when providing our Services.

    3. Any collection, use and disclosure of any personal data by us in connection with the Services will be governed by our Privacy Policy.

    4. You will ensure that you comply at all times with any applicable data protection and privacy laws, including any notice or consent requirements, in the event you upload or provide any personal data to the Platform.

    5. We retain your personal data for as long as required to satisfy the purpose for which they were collected and used. With respect to your User Account details (e.g. email address, name, social security number, photo), we hold these for as long as necessary to provide the Services. If we no longer require your personal data to fulfil the purpose it was collected for (e.g. to provide the Services to you) and your User Account is inactive for a one year period, we will delete your account details.

  13. Force Majeure

    1. We shall have no liability to you if part or all of our Services are not available due to acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of CBRE or any other party).
  14. General

    1. Changes to these Terms

      1. We may make reasonable changes to the Website and to these Terms at our sole option from time to time, therefore when you use our Services, please be aware of the Terms which apply at that time.
    2. Governing Law and Jurisdiction

      1. These Terms shall be governed and construed in accordance with the laws of Norway. The courts of Norway shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter.

Appendix

Data Processing Terms

“Data Protection Legislation” means the regulation on the protection of natural person with regard to the processing of personal data and on the free movement of such data known as the General Data Protection Regulation ((EU) 2016/679) and any national legislation implementing such regulation or otherwise related to data protection and privacy. "Processing", “Data Subject”, “Personal Data” (“Data”), “Personal Data Breach”, “Supervisory Authority”, "Controller" and "Processor" shall have the meaning given to it in the Data Protection Legislation.

  1. Compliance with law: Both parties shall comply with all applicable requirements of the Data Protection Legislation. This paragraph 1 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

  2. Relationship of the parties: The parties acknowledge that the Client is the controller and CBRE is the processor. To the extent not stated elsewhere in this Agreement the details of processing are as follows:

    1. Subject matter of the Processing: To provide Spacespot to the Client.

    2. Duration of the processing: As required in order to provide Spacespot, or as otherwise required by law.

    3. Nature and purpose of the Processing: Cloud storage of documents and provision of negotiation services.

    4. Types of Data being Processed: Data as found in uploaded documents (e.g. leases containing names).

  3. CBRE responsibilities: Without prejudice to the generality of paragraph 1, CBRE shall, in relation to any Data processed in connection with the performance by CBRE of its obligations under this Agreement:

    1. process that Data only on the documented instructions of the Client to perform its obligations under this Agreement and ensure that its personnel and those of its Sub- Processors (defined below) only process Data on instructions from the Client, unless required to do otherwise by applicable law.

    2. ensure that its personnel and personnel of any Sub-Processors who are authorised to process Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

    3. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk. In assessing the appropriate level of security, CBRE shall, in particular, take into account the risk that are presented by the processing, in particular from unauthorised or unlawful processing, accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Data transmitted, stored or otherwise processed.

    4. not appoint any additional third party, including consultant, sub-contractor, agent or professional adviser or other third party which may receive and/or have access to Data ("Sub-Processor"), without the prior general written authorisation of the Client subject to CBRE:

      1. ignoring the Client of any intended replacement of a Sub-Processor and gives the Client 10 business days to object to such appointment or replacement;

      2. putting in place written contractual obligations with each Sub-Processor which are substantially similar to the obligations imposed on CBRE pursuant to this Appendix; and

      3. remaining liable to the Client for any failure of any such Sub-Processor to comply with such substantially similar data protection obligations.

    5. taking into account the nature of the Processing by CBRE, reasonably assist the Client with its obligations, insofar as is possible and by appropriate technical and organisational measures, to respond to: (i) any request from a data subject to exercise any of its rights under the Data Protection Legislation (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of Data, such as these relate to the Data processed by CBRE on behalf of Client under the Agreement. In the event that any such request, correspondence, enquiry or complaint is made directly to CBRE, CBRE shall promptly inform the Client, providing full details of the same;

    6. provide reasonable cooperation to the Client in connection with any data protection impact assessment and/or supervisory authority consultation that may be required under the Data Protection Legislation. For the avoidance of doubt, such assistance shall be strictly limited to the processing of Data by CBRE on behalf of Client under the Agreement, taking into account the nature of the processing and the information available to CBRE;

    7. if it becomes aware of a confirmed Personal Data Breach, inform the Client without undue delay and shall provide reasonable information and cooperation to the Client so that the Client can fulfil any data breach reporting obligations it may have under the Data Protection Legislation.

    8. at the written election of the Client, and to the extent technically feasible, either:

      1. securely destroy the Data (including all copies of it); or

      2. return the Data (including all copies of it) to the Client in the format required by the Client (at the Client’s cost); upon termination or expiry of this Agreement, provided that CBRE may retain a copy of the Data where required by applicable law; and

    9. no more than once in any 12 month period, unless otherwise required by a Supervisory Authority or where the Client reasonably suspects non-compliance with this Appendix, provide all information reasonably necessary to demonstrate CBRE's and any Sub-Processor's compliance with this Appendix and/or allow the Client and/or its authorised representatives, upon no less than 15 business days' prior written notice to CBRE, reasonable access during normal business hours to any relevant premises and documents to inspect the procedures and measures referred to in this Appendix. Such audits shall be at the Client’s cost, provided that if such audit reveals that CBRE breached this Appendix, then CBRE shall bear all such costs. In addition, such audits shall be carried out with the minimum disruption possible to CBRE’s operations and where the Client or its authorised representative signs CBRE's standard confidentiality agreement.

    10. If CBRE is aware that or of the opinion that any instruction given by the Client in accordance with paragraph 4.9 infringes the Data Protection Legislation or other applicable law, CBRE shall immediately inform the Client of this giving details of the potential infringement;

  4. International data transfers:

    1. For the purposes of paragraphs 4.2 and 4.3:

      1. "Europe"means(i)theMemberStatesofthe European Economic Area, and (ii) with immediate effect following its withdrawal from the European Union, the United Kingdom.

      2. "UK and EU Data Protection Law" means the Data Protection Legislation and any and all applicable UK data protection laws (including the Data Protection Act 2018, as may be amended or superseded following the United Kingdom's withdrawal from the European Union)

    2. CBRE shall not transfer the Data to (nor permit the Data to be processed in or from) a country outside of Europe unless it takes such measures as are necessary to ensure the transfer is in compliance with UK and EU Data Protection Law (including, where applicable, such measures as are described in paragraph 4.3).

    3. If and when European Union law ceases to apply to the United Kingdom upon the United Kingdom's withdrawal from the European Union then:

      1. to the extent that the Data is subject to the Data Protection Legislation by virtue of European Union law, CBRE shall not transfer the Data to (nor permit the Data to be processed in or from) the United Kingdom unless it takes such measures as are necessary to ensure the transfer is in compliance with the Data Protection Legislation; and

      2. CBRE shall not transfer the Data to (nor permit the Data to be processed in or from) a country outside of Europe unless it complies with the requirements of paragraph 4.2.

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