Labs Referral Scheme Terms and Conditions
(the “Referral Scheme”)

 

Subject to the terms and conditions below, Labs will pay a referral fee (the “Fee”) for any eligible referral that leads to the completion of a Licence Agreement in Labs standard terms (the “Licence Agreement”) for a private office at one of Labs buildings.

1. Eligible Referrer

To be eligible to receive a Fee, persons or entities who are not brokers or current Labs employees, may submit referrals through this Referral Scheme. Labs reserves the right to approve such persons or entities for participation in the Referral Scheme (such approval to be in Labs sole and absolute discretion). If Labs approves a person or entity to submit referrals under the Referral Scheme (such approval shall be in writing) they shall be deemed a “Referrer”, and shall be eligible for Fees under this Referral Scheme.

2. Referral Process

Once a Referrer has been approved by Labs in accordance with paragraph 1 above, they can apply to Labs for a referral code (the “Referral Code”). The Referral Code (with Pro forma Labs info) may then be sent to an individual or entity who the Referrer believes in good faith has a requirement for office space and an interest in signing a Licence Agreement with Labs (a “Potential Licencee”). Prior to sending a Referral Code to a Potential Licencee the Referrer must obtain the consent of the Potential Licencee for the sending of the Referral Code. The Potential Member must then contact Labs with a view to signing a Licence Agreement, quoting the relevant Referral Code.

3. Qualifying Referrals

A “Qualifying Referral” is any referral which leads to a Potential Licencee, having been referred to Labs by a Referrer and provided with a Referral Code, entering into a Licence. Additionally, to be considered a Qualifying Referral, the Potential Member or the primary members of such entity must:

1. 1. • Provide Labs with the Referral Code prior to entering into the Licence Agreement;
      • Sign a Licence Agreement for a private office with Labs no later than ninety (90) days from the date on which the Referral Code is generated;
      • Not be a current or historic member of Labs;
      • Not have entered into any broker agreement or exclusivity agreement which would cover the Licence Agreement
      • Not have previously contacted Labs for a membership or Licence Agreement, attended a Labs event, or otherwise have been referred to Labs in the ninety (90) days prior to the date on which a Referral Code is provided.
      • Must not be:
   2. • An entity of which the Referrer is an employee, partner, or owner of a controlling interest;
      • A subsidiary, affiliate, group company or entity related to the Referrer or Referrer’s employer; or
      • An entity with the same parent entity as the Referrer, the Referrer’s employer, or any affiliate or entity related to the Referrer or Referrer’s employer.

In the event that a Potential Member has been supplied with more than one Referral Code, then Labs will honour the Referral Code which is submitted by the Potential Member prior to entry into their Licence Agreement.

 

Should we be informed that you have passed a Referral Code to a third party without their authorisation we shall be permitted to inactivate any Referral Codes given to you and remove you from our list of approved Referrers

7. Fees

Subject to these terms and conditions, Labs will pay a Referrer five percent  of the first 12 calendar months’ Licence Fee received by Labs pursuant to the Licence Agreement resulting from a Qualifying Referral (the “Fee”), provided that the Fee shall be capped at £20,000 for each Qualifying Referral.

 

Should a Licence Agreement resulting from a Qualifying Referral come to an end, for whatever reason, a Referrer shall only be entitled to receive the Fee for the duration of the Licence Agreement. Under no circumstances will Fees be paid after the termination of a Licence Agreement.

 

Increases in the Licence Fee in the first 12 calendar months of a Licence Agreement due to taking on additional office space in the same Labs building will increase the Fee to reflect five percent of the new monthly Licence Fee received by Labs. Decreases in the Licence Fee due to reducing the number of space or discounts to the Licence Fee will proportionately decreases the Fee. Fees are paid for the Licence Fee only, not any other amount or fees paid.

8. Payment Terms

Except as otherwise set out in these terms and conditions, Fees will be paid on a monthly basis, no later than 2 months following each full calendar month of fully paid Licence Fee under a Qualifying Referral.

 

Labs reserves the right to choose the mode of payment, which may include crediting the Fee against any monies owed to Labs by the Referrer, including any Licence Fee.

 

In addition to the above, to be eligible for Fees, a Referrer must provide us with valid bank account information. Failure to provide bank information and to keep such information up-to-date may result in the delay or forfeiture of Fees for which Labs will not be responsible. In the event that the Referrer has not provided accurate and complete bank account information as of the date any applicable Fees are due, such Fees shall be paid one month following completion of the calendar month in which accurate and complete bank account information is received.

9. Disqualifications

A Referrer may be disqualified from the Referral Scheme for reasons including, but not limited to:

• Submitting false leads
• Providing incorrect information
• Participating in or having any involvement in criminal or fraudulent activity
• Failing to comply with or breaching the terms of the Referral Scheme

A disqualified Referrer is not eligible to participate in the Referral Scheme

10. Indemnity

You will indemnify and hold harmless Labs from and against any claim, cause of action, demand, suit, proceeding, damages, liabilities, loss, or costs made or brought against Labs arising out of:

• your participation in the Referral Scheme;
• any breaches of the terms and conditions of this Referral Scheme; or
• the negligence or willful misconduct of you or your employees, representatives or agents. Labs will notify a Referrer of any claims as soon as reasonably practicable.

 

11. Modification, Suspension or Termination

Labs reserves the right to amend or update the Referral Scheme at any time without prior notice. Upon written notice, Labs may, at its option, suspend or terminate the Referral Scheme.

 

Upon suspension or termination of the Referral Scheme, or the disqualification of a Referrer in accordance with paragraph 9 above:

1. • the Referrer shall immediately cease all promotion of Labs, and shall immediately destroy any Referral Code or other literature provided under this Referral Scheme
   • Labs may market, sell or provide products or services to any third party without any obligation to pay the Referrer a Fee
   • Except in the event of disqualification under paragraph 9 above, Labs will pay applicable Fees for Licence Agreements which were completed prior to the termination or suspension of the Referral Scheme.

 

Any suspension or termination of the Referral Scheme shall be without prejudice to any rights or remedies that may have accrued to Labs prior to the termination or suspension or those remedies available in equity or at law.

12. Representations

In no event shall you make any representation, guarantee or warranty concerning Labs, any Labs products or service, or any of the terms and conditions of any Labs product. The Referrer will not make any public announcements relating to the Referral Scheme relating to the Referral Scheme without the written consent of Labs.

 

The terms and conditions of this Referral Scheme constitute the entire agreements between the parties relating to the subject matter hereof and supersede all previous terms, discussions or correspondence.