Popertee Limited (“Popertee” or the “Company”)

Terms of Business

Please read these terms of business (“Terms”) as they contain important information regarding your legal rights, remedies and obligations and how you may make use of the services of Popertee Limited (“Popertee” or the “Company”) via www.popertee.com,www.popertee.ai and any other microsites, subdomains or applications affiliated with them from time to time (together the “Site”). Popertee is limited company registered in Ireland under company number 570978 and our registered office is at Dunran House, Ashford, Co. Wicklow.

By using the Site or any of the services (as defined below) offered by the Company on the Site, you confirm that you have accepted and agree to be bound by these Terms and any and all other applicable terms herein referenced. For the purpose of these Terms, services shall include accessing and utilising the Site, assistance by the Company’s employees, such as communication in-person and/or via phone, email, text or communications through the Site or otherwise. It also includes any other activities undertaken for a party who has accepted these Terms. You should print a copy of these Terms for future reference. If you do not agree to these Terms, please refrain from using our Site and Services.

Popertee reserves the right, at our sole discretion, to change the Terms and applicable conditions at any time. If you are not happy or do not accept any such change(s) you should not use or attempt to use the Site and/or the Services. If you keep accessing the Site and/or using the any part of the Service, this will indicate your continued acceptance of the Terms as altered. We may notify key changes in the Terms to you, but you should review these Terms from time to time to ensure you are aware of any changes.

The contract entered between you and Popertee in respect of your use of the Site and the Services is formed from the time at which you register and create an account with Popertee to access the Site and/or the Services.

How we work

Popertee is an online platform that allows prospective tenants who register for and utilise the Site and Services (“Tenants”) to access, search, profile and receive recommendations on commercial spaces which best match a Tenant’s target audience criteria, compare and then through the Site connect with the widest range of available commercial spaces (“Spaces”) in UK and Ireland for the purposes of securing a short-term commercial rental (“Letting”). The Spaces displayed on our Site are not owned nor operated by Popertee and we act as an intermediary only. We may facilitate the formation and entering into a legally binding agreement between a Tenant and an owner, landlord and/or an agent thereof (“Landlord”) , in relation to a Space but Popertee will not be a party to any license, lease or similar agreement which may be entered into between a Tenant and a Landlord (“Letting Agreement”) in relation to any Space accessed on the Site or otherwise offered to a Tenant by or through the Services. Popertee disclaims all liability arising from or related to any such transactions to the fullest extent permitted by law. Popertee makes no warranty as to any particular result or outcome being achieved or obtained, or being achievable or obtainable, from use of the Site and/or the Services. Popertee does not at any time provide, or purport to provide, any advice, or advisory services, to Landlords, Tenants or any other party, in particular with respect to the suitability of a Space for a Tenant’s requirements or the commercial, financial, legal or any other consequences of any Letting Agreement.

Visitors to the Site may access certain areas of the Site without registration but visitors who want full access to the Site and the Services will be required to complete an account registration and following which registration an account will be created for you with a unique username and login password (“Account”) (“Users” or” you”). You must always keep your password confidential and must use it only to access and use your Account and not for any other purpose. You are the only authorised user of your Account and, accordingly, you must not disclose your password to anyone else. You should contact us immediately upon discovering any unauthorised use of your Account or error in the operation of your password. Any breach of these Terms and/or any use of your Account by anyone to whom you disclose your password will be treated as if the breach or use had been carried out by you and will not relieve you of your obligations to us. We reserve the right to require you to alter or replace your password(s) at any time at our sole discretion. You must be at least 18 years old to register as a User and each User will be responsible for all actions taken by or through their respective Account. We reserve the right to make due diligence enquiries in respect of any User, Account or attempted registration of an Account. When you create an Account on behalf of another person, company, partnership or other entity, you warrant and represent that you have the authority to bind that person, organisation or entity to these Terms and as such, any reference to a User or “you” and any warranties, representations, statements, acts or omissions made by you will be deemed to apply equally to such represented person(s) who shall be and shall remain responsible and liable for the same under these Terms.

By accepting the Terms you agree that we may process and store any content or details that you submit on the Site or otherwise to us.

Accessing the Site

Access to the Site and Services is permitted on a temporary basis unless otherwise agreed between Popertee and a User, and we reserve the right to withdraw or amend the Services without notice. We will not be liable if for any reason the Site is unavailable at any time or for any period. From time to time, we may restrict access to Users to some parts of the Site. We have the right to disable any Account at any time, if in our opinion a User has failed to comply with any of the provisions of the Terms.

We provide details on Spaces for information only. We do not verify nor provide any assurance as to the quality or accuracy of the information on the Site. Tenants are responsible for making their own enquiries on any Space and should consider instructing a surveyor and getting legal advice before entering into any Letting Agreement.

Popertee provides the Services and maintains the Site on an ‘as is’ basis and are liable only to provide our services with reasonable skill and care. Third-party websites and/or online services to which you may be required to register in order to complete a Letting or otherwise have not been verified or reviewed by Popertee and all use and access of such third-party sites is made at your own risk. Please note that Popertee assumes no responsibility for a Landlord or Space owner’s compliance with any applicable laws, rules and regulations.

Using the Services

Having created an Account a User will be able to fully access the Site to search for potentially suitable Spaces based on range of chosen search criteria selected by the User including gender, unique visitors/footfall, age and type of space.

Utilising our proprietary search and ranking algorithm and multiple proprietary and other data sources, Popertee identifies, screens, ranks and presents back to the User those Spaces which best match the User’s selected criteria (the “Recommended Spaces”). The specific search criteria applied may result in a small or larger number of Recommended Spaces being provided to the User. Through the Site insights on the Recommended Spaces are available to Users. More detailed location insights and analytics on Recommended Spaces can be requested by a User through the Site and will be provided to a User by Popertee without charge (“Shortlisted Spaces”). If a User is interested to consider a Letting of a Recommended Space or a Shortlisted Space the User can send an enquiry through the Site using the prescribed enquiry form or otherwise to Popertee as may be agreed (a “Space Enquiry”). On receipt of a Space Enquiry, Popertee may seek further details, clarifications or otherwise from the User and following which will contact the relevant Landlord in relation to the Space Enquiry. If the Landlord is interested in the Space Enquiry then Popertee will introduce the User to the relevant Landlord to directly discuss and negotiate a Letting Agreement or, if requested by the User and agreed by Popertee, assist the User through to the completion of a Letting Agreement (a “Managed Letting”). By submitting a Space Enquiry you acknowledge and agree that Popertee may, at our sole discretion, undertake additional efforts to help you find a suitable space as part of our managed service. A representative of Popertee may contact you for more information about your event or campaign and may contact Landlords and/or space owners in relation to Spaces not available on the Site,

Popertee makes no warranty as to any particular result being achieved or obtained, or being achievable or obtainable by a User, from use of the Site and the introduction of any User to Landlord.

You may end your agreement with us at any time for any reason by deactivating your Account(s) and discontinuing your use of the Site and the Services. You do not need to specifically inform us when you stop using the Services.

Fees

Users acknowledge that the Site and Services operate to connect Tenants with Landlords. A User agrees to pay Popertee a service fee where a User uses the Site and/or the Services and subsequently enters into a Letting Agreement in relation to a Shortlisted Space and/or a Space Enquiry. The service fee shall be calculated as 5% of the total amount payable by the Tenant/User to the Landlord under the Letting Agreement (the “Service Fee”) plus VAT, if applicable and in the event of a Managed Letting a service fee of 7.5% will apply. The Service Fee will be due and payable on the signing of a Letting Agreement unless the Tenant/User can demonstrate by reference to written and/or electronic communications to the reasonable satisfaction of Popertee that it had earlier been in contact with the relevant Landlord specifically regarding the Shortlisted Space and/or the space subject of a Space Enquiry other than through the Site or Popertee.

Users may elect to have Popertee undertake a concierge search and booking process for a Space and in such cases a Service Fee of 10% will apply and all other payment terms shall remain the same. A Service Fee of 10% will also apply for all Letting Agreements in relations to Spaces outside of UK.

In the event of a disputed introduction by Popertee to a User in relation to a Shortlisted Space and/or a Space Enquiry the User must provide to Popertee all related information and documentation in support of its dispute. Popertee agrees to review this information, together with its own documented evidence, in good faith, and determine whether the introduction to the User is valid or not. Popertee’s determination on the matter shall be final and binding on the User/Tenant.

The Service Fee shall be payable on signing of the Letting Agreement. All fees are non-refundable once paid. A Tenant may, at its election, pay the Service Fee as to 50% on signing of the Letting Agreement and the balance of 50% monthly in advance spread over the term as set out in the Letting Agreement but in this case the Service Fee shall be calculated at a fixed percentage of 15% of the of the total amount payable by the Tenant/User to the Landlord under the Letting Agreement Space Fee.

If the Tenant extends the term of the Letting Agreement, enters into a new Letting Agreement or license with the same Landlord in relation to the space the subject of the Letting Agreement or a new space, the Tenant/User shall be liable to Popertee for an additional Service Fee in relation to the new Letting Agreement to be calculated on the same basis as set out above.

Popertee reserves the right to receive a fee or other payment from a Landlord, other person or entity in relation to a Letting Agreement.

Invoicing

An invoice in respect of the Service Fee will be issued by Popertee when the User/Tenant signs a Letting Agreement. Subsequent invoices will be raised in advance as appropriate depending on the Service Fee alternative (as set out above) selected by the Tenant. The Tenant agrees to pay all invoices within seven (7) calendar days of the date of the invoice.

If the Tenant fails to make any payment due to Popertee by the due date for payment, then the Tenant shall pay interest on the overdue amount at the rate of 4% per cent per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue daily from the due date(s) until actual payment of the overdue amount, whether before or after judgment. The Tenant shall pay the interest together with the overdue amount. In the event of a failure to pay an invoiced amount Popertee reserves the right to suspend or terminate the Tenant’s access to the Site and the Service and charges will continue to be incurred until the Account of the Tenant is closed.

The Tenant shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Popertee may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Tenant against any amount payable by Popertee to the Tenant.

Conditions of Use

You agree not to engage in any of the following activities in connection with the Site or the Service:

-copying, distributing, or disclosing any part of the Site or Services by any means

-using any automated system, including without restriction "robots," "spiders," "offline readers," etc., to access the Site in a way that sends more request messages to the Popertee servers than a human person can reasonably create in the same period of time by using a conventional on-line web browser (except that Popertee grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Site for the sole purpose of and solely to the degree necessary for creating publicly available searchable indices of the materials);

-transmitting spam, chain letters, or any other unsolicited email;

-attempting to meddle with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;

-taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately big load on our infrastructure;

-uploading invalid data, viruses, worms, or malware through the Site;

-collecting or harvesting any personally identifiable information, including account names, from the Site;

-using the Site for any commercial solicitation purposes except as set forth herein;

-impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;

-interfering with the proper working of the Site;

-accessing any content on the Site through any technology or means other than those provided or authorised by the Site;

-bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; or

-in the case of any functionality that enables you to connect with other Users, doing so in an abusive, threatening, or harassing manner or for any purpose other than as permitted herein.

Non-Circumvention

Users agree that they will not, without Popertee’s prior written consent, for a period of 24 months from the date of Shortlisting a Space, making a Space Enquiry or entering a Letting Agreement facilitated by Popertee (or where one or more of such dates apply the latest date thereof), make or attempt to enter into a Letting Agreement in relation to such relevant Space(s) and that should a User do so it shall be liable to pay a Service Fee to Popertee in respect of such Letting Agreement on the same basis as set out herein.

Indemnity

You agree to release, defend, indemnify and hold Popertee, our officers, directors, employees, affiliates, agents and representatives harmless from and against any claims, liabilities, damages, actions, costs and expenses (including without limitation reasonable legal fees and litigation expenses), in connection with or arising out of your breach of any of these Terms and/or your use of the Site or the Services.

Contacting Popertee

Please submit any questions you have about these Terms of Business, or any complaint or concern in relation to the Site or the Services by email to [email protected] or write to us at: Popertee Help,4th Floor, 20 Air Street, London, W1 London