General Terms and Conditions for Introducer Agreements

PARTIES

Party 1. LAVANDA VENTURES LTD a company incorporated and registered in England and Wales with company number 09059982 and whose registered office is at The Record Hall Business Centre, 16-16a Baldwin’s Gardens, London EC1N 7RJ (the “Provider”)

Party 2. The Client as defined per the detail in the specific Software License Agreement & Introducer Agreement (the “Client”)

The Client wishes to be introduced to the contacts and customers of LVL and is willing to pay LVL a commission in accordance with the terms of this agreement if such contacts purchase services from the Client. This agreement will govern the relationship between LVL and the Client relating to its subject matter.

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise):

“Active Coverage Areas” has the meaning given to it in clause 2.6.

“Agreed Management Terms” means all terms agreed in writing between LVL and a Block Prospective Customer in relation to the property management services intended to be provided by LVL to a Block Prospective Customer including, but not limited to:

(i) a sum, equal to a percentage of the short term let fee to be charged by the Block Prospective Customer to each guest at each relevant property, which is to be payable in consideration of the provision of property management services;

(ii) the minimum nightly rate to be charged by the Block Prospective Customer to any guest at each relevant property; and

(iii) the minimum number of nights that a relevant property must be let by the Block Prospective Customer in respect of a single booking with a guest.

“Active Notice Plan” has the meaning given to it in clause 8.3.

“Block Decision Maker” means, in respect of a freehold block or portfolio of residential flats, serviced apartment units or hotel (or similar), either the freeholder or any party with authority to conclude contracts on behalf of the freeholder (including, but not limited to, a management company).

“Block Prospective Customer” means a Block Decision Maker to whom the Client has not at any time previously provided the Property Management Services or any other goods or services and with whom the Client has not been in bona fide negotiations to provide the Property Management Services in the six months before the Client Introduction Date.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Business Hours” means 9am to 5pm on a Business Day.

“Effective Date” the Effective date specified as per the specific Software License Agreement & Introducer Agreement agreed with the customer.

“Commission Payable to LVL” has the meaning given to it in clause 5.

“Guest” means a person who rents a Relevant Property from a Client Prospective Customer on a short term basis during the Term.

“Guest Revenue” means the rental fee payable by a Guest in respect of a Short Term Let.

“Inactive Coverage Area” a previously Active Coverage Area in which the Client has indicated, via the LVL Platform, that it is unable carry out additional Lead Conversion Services in respect of new Client Introductions due to a lack of operational capacity.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“KPI” means a key performance criteria set out in Schedule 2.

“Landlord Prospective Customer” means a person (other than a Block Decision Maker) to whom the Client has not at any time previously provided the Property Management Services or any other goods or services and with whom the Client has not been in bona fide negotiations to provide the Property Management Services in the six months before the Client Introduction Date.

“Lead Conversion Services” means the services to be carried out by the Client set out in clause 3.1.

“Listing Site” means any website or mobile app which lists properties available for short term lets, including, but not limited to, www.airbnb.co.uk, www.booking.com and www.homeaway.co.uk.

“LVL IPRs” has the meaning given to it in clause 10.1.

“LVL Platform” means LVL’s software platform through which the Client Introductions and LVL Introductions are made.

“LVL Client Contract” means the template contract set out in Schedule 1 relating to the provision of the Property Management Services by the Client to LVL in respect of the property of a Block Prospective Customer Introduced by LVL (as amended to reflect that LVL and the Client are the contracting parties).

“LVL Client Relevant Contract” means each LVL Client Contract entered into between the Client and LVL for a Landlord during the Term in respect of the property of a Block Prospective Client Introduced by LVL.

“LVL Services” means the services to facilitate short term lets of property provided by LVL to its customers including the Client Introductions and the provision of access to the LVL Platform and similar software platforms which provide functionality to manage short term lettings and access to a marketplace of providers of property management services.

“Management Fee” has the meaning given to it in clause 3.2.1.

“Partner Manager” has the meaning given to it in clause 8.1.

“Client Contract” means the template contract set out in Schedule 1 relating to the provision of the Property Management Services by the Client for a Landlord Prospective Customer (as amended to reflect that a Landlord Prospective Customer and the Client are the contracting parties).

“Client Introduction” means the provision by LVL to the Client of: (a) in respect of a Landlord Prospective Customer, their contact details and property type; or (b) in respect of a Block Prospective Customer, the Agreed Management Terms, each via the LVL Platform and/or in writing via an email and “Introduce”, “Introduces”, “Introducing” and “Introduced” shall be interpreted accordingly in the relevant context.

“Client Introduction Date” means, in respect of each Client Prospective Customer, the date during the Term on which LVL first Introduces such Client Prospective Customer to the Client.

“Client IPRs” has the meaning given to it in clause 9.1.

“Client Prospective Customer” means a Landlord Prospective Customer or a Block Prospective Customer.

“Client Relevant Contract” means each Client Contract entered into between the Client and a Landlord Prospective Customer who was Introduced by LVL during the Term.

“Client Report” has the meaning given to it in clause 4.2.

“Client Revenue” means the fees obtained from the commission on booking revenue and the ex-VAT cleaning fee of the property, payable to the Client for the provision of the Property Management Services in accordance with the terms of an LVL Client Relevant Contract or a Client Relevant Contract during the Term.

“Property Management Services” means the short term lets property management services provided by the Client as further described in the Client Contract and the LVL Client Contract.

“Relevant Property” means any property let by a Client Prospective Customer on a short term basis during the Term in respect of which the Client provides Property Management Services.

“Restrictions” has the meaning given to it in clause 2.4.

“Service Failure” has the meaning given to it in clause 6.4.

“Short Term Let” means the letting of a Relevant Property on a short term basis to a Guest by a Client Prospective Customer during the Term.

“Software License Agreement & Introducer Agreement”: the specific client contract – usually named “Software License Agreement & Introducer Agreement” – outlining key terms and conditions that accompany and complete this set of general terms. The terms in this general document will govern the agreement with the Client, unless where specifically written and/or clarified in the specific client contract.

“Substitute Services” means any services involving the same customers or partners (including, for the avoidance of doubt, all Client Prospective Customers and estate agents who have referred such parties to LVL) or the same or substantially similar resources, technology or work product as the LVL Services.

“Term” has the meaning ascribed to it as per the specific Software License Agreement & Introducer Agreement.  

“Territory” means worldwide.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

1.5 A reference to writing or written includes e-mail.

1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.7 Reference to clauses are to the clauses of this agreement.

2. CLIENT INTRODUCTIONS

2.1 The Client appoints LVL on a non-exclusive basis to identify Client Prospective Customers for the Client in the Territory and to make introductions of such persons on the terms of this agreement.

2.2 LVL shall serve the Client faithfully and diligently and not to allow its interests to conflict with its duties under this agreement.

2.3 LVL shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Client in any way, and shall not do any act which might reasonably create the impression that LVL is so authorised.

2.4 The Client shall not, without the prior written consent of LVL, during the Term and for a period of 12 months thereafter:

2.4.1 carry on, be engaged, concerned or interested in or assist in any way in any business concern which offers any services which compete with the LVL Services to its customers, or any other third party, in the Territory (including, but not limited to, any business which offers users with access to a marketplace of suppliers of services relating to the management of property including, for the avoidance of doubt and as an example, Airbnb’s “Prohost” / “Professional Co-host” Programme);

2.4.2 subcontract its obligations to carry out the Property Management Services (save for those relating to the provision of housekeeping, maintenance and check-in services) for any Client Prospective Customer Introduced by LVL;

2.4.3 manage the provision of the Property Management Services to any Client Prospective Customer Introduced by LVL using software other than via the LVL Platform;

2.4.4 directly or indirectly:

2.4.4.1 itself pursue the LVL Services or any Substitute Services (including soliciting or otherwise dealing with any Client Prospective Customer or other customer or contact of LVL save as expressly set out in this agreement);

2.4.4.2 induce, solicit, procure or otherwise encourage any third party to pursue the LVL Services or any Substitute Services; and

2.4.4.3 seek, encourage or respond to any approach from any third party to pursue the LVL Services or any Substitute Services.

in total 2.4 together, the “Restrictions”.

2.5 In the event of any breach, by the Client, of any of the Restrictions, LVL shall be permitted to immediately suspend the provision of Client Introductions to the Client.

2.6 The Client shall, via the LVL Platform, as soon as reasonably practicable following the Effective Date (and from to time to time thereafter during the Term), set out each postcode area in which it is capable of providing Property Management Services (the “Active Coverage Areas”).

3. LANDLORD PROSPECTIVE CUSTOMER INTRODUCTIONS

3.1 Subject to clause 3.3, the Client undertakes, further to receipt of a Client Introduction in respect of a Landlord Prospective Customer with a property in an Active Coverage Area to carry out the following services (the “Lead Conversion Services”):

3.1.1 contact such Landlord Prospective Customer by telephone within 24 hours to have an initial conversation regarding the provision of the Property Management Services;

3.1.2 use best endeavours to promptly arrange a visit to each property in respect of which the Landlord Prospective Customer requires the Property Management Services to assess their suitability for the provision of such services;

3.1.3 use best endeavours to ensure that the Landlord Prospective Customer has obtained and shall maintain all necessary licences and consents necessary in accordance with applicable laws and regulations to carry out Short Term Lets and has all valid safety certificates and equipment required by applicable law and local authority regulations at all times. This includes, but is not limited to, smoke and carbon monoxide alarms and fire extinguishers, the energy performance certificate, the gas safety certificate and the portable appliance testing certificate;

3.1.4 use best endeavours to enter into a Client Contract with the Landlord Prospective Customer save for where any property inspected by the Client is, by an objectively reasonable standard:

3.1.4.1 in an unsuitable condition to be let on a short term basis and the Landlord Prospective Customer has confirmed, in writing, to the Client that he is unwilling to make the Client’s reasonably suggested improvements to the condition of the property to make it suitable for short term lets;

3.1.4.2 in an unsuitable condition to justify the Management Fee desired by the Landlord Prospective Customer; or

3.1.4.3 is incapable of enjoying the full benefits of the Property Management Services due to restricted access, health and safety defects or any other reasonably valid concern,

in which case the Client shall be entitled to terminate negotiations in respect of a Client Contract with the Landlord Prospective Customer provided that it has provided LVL with reasons for the same via the LVL Platform and/or in writing within 24 hours of reaching such conclusion.

3.2 The Client shall only provide the Property Management Services to a Landlord Prospective Customer on the terms set out in the Client Contract which shall not be varied or amended by the Client in any way, save for any provisions specifying:

3.2.1 a sum, equal to a percentage of the short term let fee to be charged by the Landlord Prospective Customer to each guest at a relevant property, which is to be paid to the Client for the provision of the Management Services (the “Management Fee”);

3.2.2 the minimum nightly rate to be charged by the Landlord Prospective Customer to any guest at a relevant property; and

3.2.3 the minimum number of nights that a relevant property must be let by the Landlord Prospective Customer in respect of a single booking with a guest,

or as expressly permitted by the terms of this agreement or as agreed with LVL in advance in writing.

3.3 The Client shall not be obliged to carry out the Lead Conversion Services in respect of a Client Introduction where the property is in an Inactive Coverage Area.

4. BLOCK PROSPECTIVE CUSTOMER INTRODUCTIONS

4.1 Prior to making an Introduction of a Block Prospective Customer to the Client, LVL shall, via the LVL Platform, present the Client with a preliminary overview of the scope of the necessary Property Management Services, which may include the location of the property, the number of flats to be managed and the operational expectations of the Block Prospective Customer, provided that the Block Prospective Customer’s property is located in an Active Coverage Area.

4.2 If requested by LVL, the Client shall, within 7 days of such request, provide LVL, via the LVL Platform, with a written report of its capabilities to provide Property Management Services in respect of the property owned by the specific Block Prospective Customer (the “Client Report”).

4.3 The Client acknowledges that LVL is under no obligation to make a Client Introduction of a Block Prospective Customer. LVL shall only make a Client Introduction of a Block Prospective Customer if the Block Prospective Customer’s property is located in an Active Coverage Area.

4.4 The Client acknowledges that LVL shall contract directly with a Block Prospective Customer to provide it with short term lettings property management services and shall subcontract such obligation to the Client in accordance with the terms of clause 4.5.

4.5 If the Client is capable of providing Property Management Services in accordance with the Agreed Management Terms it must notify LVL, via the LVL Platform, within 3 days of the relevant Client Introduction Date. Provided such notification is received by LVL within such period, on the date of LVL’s receipt of any such notification, the parties shall be deemed to have entered into the LVL Client Contract in respect of each property unit specified by LVL in writing to the Client, subject always to the Agreed Management Terms.

4.6 The Client undertakes, further to receipt of a Client Introduction in respect of a Block Prospective Customer not to, at any time during the Term or for a period of 12 months thereafter, enter into any contract, agreement or arrangement directly with that Block Prospective Customer in relation to the provision of Property Management Services.

5. COMMISSION PAYABLE TO LVL

5.1 For an initial period (which Lavanda and the Client can mutually agree in writing to end), overruling clauses 5.5, 5.6 and 5.7, LVL shall collect all Guest Revenue into a separate client bank account. LVL shall within 20 business days of the end of the month in which LVL receives any Client Revenue ensure that the Client is sent any Client Revenue due for the previous month less any Commission Payable to LVL due as per 5.3.

5.2 The Client undertakes that it shall, at all times during the Term, maintain a separate client bank account into which all Guest Revenue shall be collected during the Term.

5.3 LVL shall be entitled to the Commission Payable to LVL if the Client enters into a LVL Client Relevant Contract or a Client Relevant Contract. The amount of such commission (the “Commission Payable to LVL”) shall be the sum specified as per the Software License Agreement & Introducer Agreement and will be taken as a percentage of the Client Revenue. LVL will then pass on these funds to partners, such as estate agents, from these commission payments. For the avoidance of doubt, the Client will be responsible for paying any additional costs eg platform fees, payment processing fees, refunds to guests, etc – as per industry standard.

5.4 The Client shall promptly notify LVL in writing of the following, either via the LVL Platform (if such functionality is available) or otherwise in writing:

5.4.1 the date it enters into a Client Relevant Contract or an LVL Client Relevant Contract and a copy of each such contract; and

5.4.2 the dates on which payments for such Client Revenue are payable, and in any event, no later than 5 Business Days after the end of the calendar month it enters into an LVL Client Relevant Contract or a Client Relevant Contract.

5.5 Except where the procedures set out in clauses 5.6 and 5.7 below have been followed, all Commission Payable to LVL payable pursuant to clause 5.3 (whether invoiced or not) shall be transferred to LVL within 2 Business Days of the end of the week in which the Client receives any Client Revenue. The Client undertakes, promptly following the Effective Date, to provide its client bank account provider with an executed direct debit mandate authorising LVL to debit Commission Payable to LVL weekly from the Client’s client bank account in accordance with this clause 5.5.

5.6 The Client shall, within 20 days of the end of the month in which the Client receives any Client Revenue, send to LVL a written statement, either via the LVL Platform (if such functionality is available) or otherwise in writing, setting out, in respect of such month, and in respect of each LVL Client Relevant Contract and Client Relevant Contract:

5.6.1 the Commission Payable to LVL;

5.6.2 the Client Revenue received and any sums due which have not been received; and

5.6.3 how the Commission Payable to LVL has been calculated.

5.7 LVL shall be entitled to invoice the Client for the Commission Payable to LVL payable in accordance with the Client’s statement submitted pursuant to clause 5.6, together with any applicable VAT, in which case, notwithstanding clause 5.5 above, the due date for payment by the Client of such Commission Payable to LVL (to the extent not already paid) shall be 30 days from date of the invoice.

5.8 The Commission Payable to LVL shall be payable in pounds sterling.

5.9 The Client shall keep separate accounts and records giving correct and adequate details of all LVL Client Relevant Contracts and Client Relevant Contracts entered into by the Client and all Client Revenue received under them. The Client shall permit the duly appointed representatives of LVL at all reasonable times, but no more than once per year during the Term, to inspect all such accounts and records and to take copies of them. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to the Client. If such inspection or audit should reveal a discrepancy in the Commission Payable to LVL paid to LVL from that payable under this agreement, the Client shall immediately make up the shortfall and reimburse LVL in respect of any professional charges incurred for such inspection.

6. SERVICE LEVELS

6.1 The Client acknowledges that Lavanda shall create, on its behalf, Listing Site host profiles and only such host profiles shall be used by the Client in the course of providing the Client Services in respect of Client Prospective Customers Introduced by LVL and the Client shall not amend the login details (username and password) relating to any such profile without the prior written consent of LVL and shall provide such login details to LVL immediately to LVL further to any request for the same via the LVL Platform or otherwise in writing.

6.2 Where a Landlord Prospective Customer Introduced by LVL has a pre-existing Listing Site host profile in respect of a Relevant Property which is used in respect of the provision the Client Services, the Client:

6.2.1 undertakes, whenever requested by LVL via the LVL Platform or otherwise in writing, to immediately provide LVL with the login details (username and password) relating to any such profile and the property; and

6.2.2 authorises LVL to access the data in such host profile for LVL to use for internal business purposes and the Client warrants that it has obtained authority from the Landlord Client Introduced by LVL to do so.

6.3 The Client shall ensure that the KPIs are met or exceeded at all times from the Effective Date.

6.4 In the event of any failure to meet or exceed a KPI (a “Service Failure”), without affecting any other right or remedy available to it, LVL shall be entitled to increase the Commission Payable to LVL, solely in respect of the calendar month following the month in which the Service Failure occurred, to 30% excluding VAT of the Client Revenue relating to that month.

6.5 The Client acknowledges and agrees that the terms of clause 6.4 do not operate by way of penalty and constitute a genuine attempt to pre-estimate loss.

7. PAYMENT TERMS

7.1 All sums payable under this agreement:

7.1.1 are exclusive of value added tax or other applicable sales tax, which shall be added, where applicable, to the sum in question; and

7.1.2 shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee shall co-operate in all respects and take all reasonable steps necessary to:

7.1.2.1 lawfully avoid making any such deductions; or

7.1.2.2 enable the payee to obtain a tax credit in respect of the amount withheld.

7.2 If either party fails to make any payment due to the other party under this agreement by the due date for payment, then, without limiting the payee’s remedies under this agreement, the payor 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 payor shall pay the interest together with the overdue amount.

8. MANAGERS, MEETINGS AND REPORTING

8.1 Each party shall appoint, and maintain for the duration of the Term, a project manager who shall be responsible for the co-ordination of all matters relating to that party’s obligations under this agreement (a “Partner Manager”).

8.2 The Partner Managers shall meet at least once in each calendar month during the Term at a location and at a time to be agreed between them, for the purpose of discussing performance levels of each party’s obligations under this agreement.

8.3 The parties shall, as soon as reasonably practicable following the Client’s conversion of an Active Coverage Area into an Inactive Coverage Area, convene a meeting of the Partner Managers discuss the reasons for such conversion and to agree steps, in writing, for the Client to take in order for the Inactive Coverage Area to be changed back to an Active Coverage Area (including a longstop date by which such change should be made by the Client) (the “Active Notice Plan”). The parties shall procure that the Partner Managers meet regularly during the term of the Active Notice Plan so that the Client can update LVL on its progress.

9. CLIENT INTELLECTUAL PROPERTY RIGHTS

9.1 LVL acknowledges that the Client’s rights to the Intellectual Property Rights used in connection with the provision and promotion of the Property Management Services and the Client’s business and the goodwill connected with that, including but not limited to, the Client’s logo, marketing materials and customer reviews (the “Client IPRs”) are the Client’s property.

9.2 The Client hereby grants LVL a non-exclusive, royalty-free, non-transferable licence during the Term to use the Client IPRs in the Territory in order to fulfil its obligations under this agreement and in order to market the LVL Services and the Client Services, whether on the LVL Platform, LVL’s website or otherwise.

9.3 LVL shall notify the Client of:

9.3.1 any actual, threatened or suspected infringement in the Territory of any the Client IPRs of which LVL becomes aware; and

9.3.2 any claim by any third party of which it becomes aware that the supply of the Property Management Services in the Territory infringes any rights of any other person.

9.4 LVL shall, at the request and expense of the Client, take all steps during the Term that the Client may reasonably require to assist the Client to defend any court or other dispute proceedings relating to LVL’s use of the Client IPRs in accordance with clause 9.2.

9.5 Subject to clause 14.3, the Client indemnifies LVL for all loss and expense arising out of or connected with any claim made against LVL for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with LVL’s use of the Client IPRs in accordance with this agreement.

10. LVL INTELLECTUAL PROPERTY RIGHTS

10.1 The Client acknowledges that LVL’s rights to the Intellectual Property Rights used in connection with the provision and promotion of the LVL Services and LVL’s business and the goodwill connected with that (the “LVL IPRs”) are LVL’s property.

10.2 LVL hereby grants the Client a non-exclusive, royalty-free, non-transferable licence during the Term to use the LVL IPRs in the Territory solely as strictly necessary in order to fulfil its obligations under this agreement.

10.3 The Client shall notify LVL of:

10.3.1 any actual, threatened or suspected infringement in the Territory of any LVL IPRs of which the Client becomes aware; and

10.3.2 any claim by any third party of which it becomes aware that the supply of the LVL Services in the Territory infringes any rights of any other person.

10.4 The Client shall, at the request and expense of LVL, take all steps during the Term that LVL may reasonably require to assist LVL to defend any court or other dispute proceedings relating to the Client’s use of the LVL IPRs in accordance with clause 10.2.

10.5 Subject to clause 10.3, LVL indemnifies the Client for all loss and expense arising out of or connected with any claim made against the Client for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Client’s use of the LVL IPRs in accordance with this agreement.

11. CONFIDENTIALITY

11.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.

11.2 Each party may disclose the other party’s confidential information:

11.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and;

11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

11.4 If requested by either party, the other party shall promptly return to that party all documents and other records (in whatever form) containing confidential information supplied to it or acquired by that party on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.

11.5 Nothing in this clause 11 shall prevent LVL from making any public announcement concerning the existence of this agreement or the relationship between the parties for marketing and PR purposes.

11.6 The Client shall not make any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, save as expressly permitted by this agreement or without the prior written consent of LVL, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

12. COMPLIANCE

12.1 Each party shall at its own expense materially comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

12.2 The Client undertakes to carry out the Client Services in respect of each Client Prospective Customer Introduced by LVL in compliance with all laws and regulations relating such activities, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals including (but not limited to), for the avoidance of doubt, compliance with section 25 of the Greater London Council (General Powers) Act 1973 in respect of Short Term Lets booked by the Client in respect of Relevant Properties based in London.

13. ANTI-BRIBERY

13.1 Each party shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption (the “Relevant Requirements”), including but not limited to the Bribery Act 2010 (the “BA 2010”).

13.2 Each party shall promptly report to the other any request or demand for any undue financial or other advantage of any kind received by that party in connection with the performance of this agreement.

13.3 Each party shall ensure that any person associated with it who is performing services in connection with this agreement does so only on the basis of terms equivalent to those imposed on it in this clause 13 (the “Relevant Terms”). That party shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the other party for any breach by such persons of any of the Relevant Terms.

13.4 For the purpose of this clause 13, a person associated with a party includes, but is not limited to, any of its agents, delegates or subcontractors.

14. LIMITATION OF LIABILITY

14.1 Nothing in this agreement shall limit or exclude the liability of either party for:

14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or

14.1.2 fraud or fraudulent misrepresentation; or

14.1.3 any matter in respect of which it would be unlawful to exclude or restrict liability.

14.2 Subject to clause 14.1, neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

14.2.1 loss of anticipated savings; or

14.2.2 any indirect or consequential loss.

14.3 Subject to clause 14.1:

14.3.1 LVL’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to a sum equal to the total Commission Payable to LVL paid by the Client to LVL in the 12 months prior to the liability arising; and

14.3.2 The Client’s total liability to LVL, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to a sum equal to the total Guest Revenue received in the Client’s client bank account in the 12 months prior to the liability arising.

15. COMMENCEMENT AND DURATION

15.1 This agreement shall be deemed to have commenced on the Effective Date and shall continue unless terminated earlier in accordance with the specific Software License Agreement & Introducer Agreement.

16. TERMINATION

16.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

16.1.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

16.1.2 the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

16.1.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

16.1.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of the other party;

16.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

16.1.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

16.1.7 the holder of a qualifying floating charge over the assets of the other party has become entitled to appoint or has appointed an administrative receiver;

16.1.8 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

16.1.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of that other party’s assets and such attachment or process is not discharged within 14 days;

16.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1.3 to clause 16.1.10; or

16.1.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

16.2 Without affecting any other right or remedy available to it, LVL may terminate this agreement with immediate effect by giving written notice to the Client if the Client:

16.2.1 does not change an Inactive Coverage Area to an Active Coverage Area by the longstop date in any Active Notice Plan in accordance with clause 10.3 or if such change has not been made within 30 days of the date of the Inactive Coverage Area being set by the Client in the LVL Platform;

16.2.2 breaches any of the Restrictions; or

16.2.3 fails to meet any of the KPIs.

17. CONSEQUENCES OF TERMINATION

17.1 On termination of this agreement:

17.1.1 any of its provisions that expressly or by implication are intended to come into or continue in force shall remain in full force and effect including, but not limited to, the following clauses: clause 1, clause 5, clause 7, clause 11, clause 14, clause 17 and clauses 18 to 27 (inclusive);

17.1.2 the Client shall, promptly unless otherwise notified by LVL in writing via the LVL Platform or otherwise, serve notice to terminate any LVL Client Relevant Contracts or Client Relevant Contracts specified by LVL; and

17.1.3 for the avoidance of doubt, LVL shall be permitted to introduce any Client Prospective Customer Introduced by LVL to a third party provider of services similar to the Property Management Services.

17.2 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.

18. NO PARTNERSHIP OR AGENCY

18.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or authorise any party to make or enter into any commitments for or on behalf of any other party.

18.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19. ENTIRE AGREEMENT

19.1 Except for the specific Software License Agreement & Introducer Agreement, this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

19.4 Nothing in this clause shall limit or exclude any liability for fraud.

20. VARIATION

20.1 We reserve the right to vary this Contract from time-to-time in line with developments in our business and operation. Any such variation will be published to this updated location on our website or sent in writing to you.

21. ASSIGNMENT AND OTHER DEALINGS

21.1 The Client shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement, save as expressly permitted by this agreement or without the prior written consent of LVL.

21.2 LVL may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

22. WAIVER

22.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

22.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

23. SEVERANCE

23.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

23.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

24. NOTICES

24.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

24.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company); or

24.1.2 sent by email to the email address of the then appointed Partner Manager.

24.2 Any notice shall be deemed to have been received:

24.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

24.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service; or

24.2.3 if sent by email, on its transmission.

24.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. THIRD PARTY RIGHTS

25.1 No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

26. COUNTERPARTS

26.1 This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

26.2 No counterpart shall be effective until each party has executed and delivered at least one counterpart.

27. GOVERNING LAW

27.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28. JURISDICTION

28.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

The Client Contract / LVL Client Contract can be found here.

Note the only variation in understanding areas per below:

Lavanda cannot accept any liability for any bookings the Client is negotiating, confirmed or in any way processing.

• The Client is responsible for ensuring itself and the properties it operates on have all necessary consents, licenses, in accordance with applicable laws and regulations.
• The Client is responsible for health and safety and certification in relation to the properties and any operations at the properties.
• The Client is responsible if the Property is not available on the date booked, and may be responsible for the cost of alternative accommodation for the Guest.

Clause 12.2 in the linked document varies as per below on whether the end Customer is Lavanda, for Block Prospective Customers, or not Lavanda, for any other situation.

12.2 Assignment: [[where the Customer is Lavanda] we shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without your prior written consent, save in respect of the check-in support and housekeeping components of the Services set out in clauses 4.1.1 and 4.1.2 respectively, which we may subcontract without your prior written consent. You may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.] OR

[[where the Customer is not Lavanda] neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the other party, save in respect of the check-in support and housekeeping components of the Services set out in clauses 4.1.1 and 4.1.2 respectively, which we may subcontract without your prior written consent.]

SCHEDULE 2 – KPI’S

1. Area acceptance: The Lead Conversion Services must be provided in respect of every Landlord Prospective Customer Introduced by LVL where the relevant property is in an Active Coverage Area.
2. No contract breach: The Client must not breach the terms of any Client Contract or Client Relevant Contract.
3. Minimum customer satisfaction scores: The Client shall maintain a minimum average customer satisfaction rating of 4.6 out of 5 based on LVL’s customer satisfaction questionnaire in respect of the Client which is responded to by Prospective Customers Introduced by LVL during the Term.
4. Minimum client NPS scores: The Client shall maintain a rolling minimum NPS rating (“On a scale of 1 to 10, how likely would you be to recommend the Client to a friend?”) of 40 based on the responses received by LVL from Prospective Customers Introduced by LVL during the Term.
5. Minimum guest scores: The Client shall maintain a minimum average guest satisfaction rating of 4.6 out of 5 on Airbnb in respect of each Relevant Property listed on Airbnb during the Term.