Partner-AGB

These Partnership Terms & Conditions (“Terms”) govern the relationship between Olea Office Ltd (“Olea”) and each location partner (the “Partner”) that signs a Partner Agreement with Olea. The “Partner Agreement” is the signed document setting out the commercial terms for the partnership, including revenue share, payment terms, and partner details. A “Customer” is any person or entity that has contracted with Olea for services fulfilled in whole or in part at the Partner’s location(s) (each a “Location”).

By signing a Partner Agreement, the Partner agrees to be bound by these Terms. In the event of any conflict between the Partner Agreement and these Terms, the Partner Agreement shall prevail.

Olea appoints the Partner as a non-exclusive service provider for the Location(s). The Partner is an independent contractor. Nothing in these Terms or the Partner Agreement creates an agency, employment, franchise, or joint venture relationship between the parties. The Partner has no authority to bind Olea or hold itself out as Olea’s agent.

All Customers are Olea’s proprietary clients. The customer contract is between Olea and the Customer. The Partner has no direct contractual relationship with Customers.

1. Olea’s Obligations

1.1 Olea shall support the partnership by providing the platform, customer management, and operational infrastructure needed for the Partner to deliver services at each Location, in accordance with Olea’s operational guidelines as updated from time to time.

1.2 Without limiting the generality of clause 1.1, Olea shall:

• (a) Acquire and onboard Customers, including all KYC/AML compliance and contracting.
• (b) Handle all billing, payment collection, and customer support.
• (c) Provide and maintain Olea’s online platform, customer portal, and booking system.
• (d) Issue monthly self-billing invoices and pay Revenue Share in accordance with the Partner Agreement.
• (e) Provide the Partner with required compliance documentation for each Customer.

2. Partner’s Obligations

2.1 The Partner shall provide the services described in the Partner Agreement at each Location in a professional and timely manner, in accordance with Olea’s operational guidelines as updated from time to time.

2.2 Without limiting the generality of clause 2.1, the Partner shall:

• (a) Receive and securely store all mail and parcels for Olea Customers at the Location.
• (b) Provide mail handling services (digital mailbox, forwarding, or pickup) as applicable to the Location.
• (c) Fulfil workspace bookings (meeting rooms, coworking, offices) requested by Olea or Customers.
• (d) Provide professional and courteous service to all Customers and visitors.
• (e) Not discuss pricing, contract terms, or account details with Customers.
• (f) Notify Olea promptly of any staffing changes, point-of-contact changes, or operational issues that may affect service delivery.

2.3 Olea may monitor service quality and conduct reasonable audits of the Partner’s compliance with these Terms on reasonable notice.

2.4 The Partner shall adopt and use any technology tools or platforms provided or required by Olea as part of delivering services to Customers.

3. Revenue Share and Payment

3.1 Revenue Share percentages for each service category are set out in the Partner Agreement. Revenue Share is calculated on amounts successfully collected from Customers by Olea, net of refunds, chargebacks, and promotional credits. No Revenue Share is payable on unpaid invoices.

3.2 Office referrals. If a Customer introduced by Olea enters into a full-time office lease directly with the Partner, the Partner shall pay Olea a referral fee equal to 10% of the first 12 months’ lease payments (including any renewals or expansions during that period), payable within 30 days of lease execution.

3.3 Self-billing. The Partner authorises Olea to issue self-billing invoices on the Partner’s behalf in accordance with applicable tax rules. While this authorisation is in force, the Partner shall not issue separate invoices for services covered by the Partner Agreement.

3.4 Monthly statements. Olea shall issue a self-billing invoice by the 15th of each calendar month for the preceding month’s activity. Payment shall be made by bank transfer within 30 days.

3.5 Expense reimbursement. Olea shall reimburse the Partner for pre-approved out-of-pocket expenses at cost, supported by receipts. Expense claims must be submitted within 3 months of the date incurred; claims submitted after this period may be declined at Olea’s discretion.

3.6 Taxes. Each party is responsible for its own taxes on income arising from the partnership. The Partner shall be responsible for all sales tax, VAT, or equivalent taxes applicable to the services it provides at the Location, and shall indemnify Olea against any claims arising from the Partner’s failure to comply with applicable tax obligations.

4. Location Changes

4.1 The Partner shall give Olea at least 90 days’ advance written notice of any planned closure, relocation, sale, or material change of ownership affecting a Location. In the event of a sale or transfer of ownership, the acquiring party shall assume all obligations under these Terms and the Partner Agreement, and the Partner shall provide written evidence of such assumption to Olea at least 90 days before completion. The Partner shall also notify Olea promptly of any staffing or point-of-contact changes.

4.2 If the Partner fails to provide the notice required under clause 4.1, the Partner shall pay Olea, as a genuine pre-estimate of loss, a sum equal to three months’ average Revenue Share paid to the Partner for that Location (calculated over the preceding 12 months, or such shorter period as the Location has been active). This sum is payable within 30 days of the closure or event.

4.3 Suspension. If the Partner does not meet Olea’s service quality expectations or operational guidelines, Olea may suspend new Customer placements at the affected Location(s) until the issues are resolved. Olea shall give reasonable notice before suspending and shall work with the Partner to resolve the issues. Suspension does not terminate the partnership.

5. Pricing

5.1 The Partner shall propose virtual office subscription and workspace rates for each Location, subject to Olea’s written approval. Add-on service rates (mail forwarding, signage, lockers, etc.) and workspace package rates (bundled credits sold to Customers) are set by Olea.

5.2 The Partner may modify Location pricing with 30 days’ written notice to Olea. Price changes shall not apply to existing Customers until the Customer’s current subscription term renews. Bookings confirmed before the price change take effect shall be honoured at the prior rate for 90 days.

5.3 Pricing parity. The Partner shall ensure that prices offered through Olea are the same as or more favourable than any publicly available retail price offered by the Partner, whether directly or through any other channel. The Partner shall promptly notify Olea of any changes to its publicly available pricing.

5.4 Promotions. Any temporary promotions or discounts (including introductory offers such as free trial periods or reduced rates) published on Olea’s platform at the Partner’s request are the Partner’s responsibility to manage. If a promotion is active at the time a Customer purchases, it must be honoured for that purchase. The Partner must notify Olea at least 2 business days before a promotion is to be modified or deactivated.

6. Customer Protection

6.1 All Customers serviced under the Partner Agreement are Olea’s proprietary clients. During the term and for 12 months following termination, the Partner shall not solicit Olea Customers for the same or substantially similar services, nor disclose confidential commercial terms to third parties.

6.2 If a terminated Customer contacts the Partner to reactivate or renew services, the Partner shall redirect the Customer to Olea and shall not independently re-establish service without Olea’s prior written consent.

6.3 The Partner shall not use Customer personal data for any purpose other than performing its obligations under these Terms.

7. Compliance

7.1 Olea is responsible for all customer-facing KYC/AML compliance. The Partner shall comply with all laws applicable to its operation of the Location and cooperate reasonably with Olea on compliance matters.

7.2 The Partner shall provide Olea with any compliance documentation or information reasonably requested. If Olea is required to terminate service to a Customer, the Partner shall cooperate promptly.

8. Data Protection

8.1 To the extent the Partner processes personal data of Customers on behalf of Olea, the Partner does so as a processor and Olea as the controller, in accordance with the Data Processing Agreement available at oleaoffice.com/partner-dpa. The Partner shall comply with all applicable data protection laws.

8.2 The Partner shall notify Olea within 24 hours of becoming aware of any personal data breach affecting Customer data.

9. Confidentiality

9.1 Each party shall keep confidential all information received from the other party that is marked as confidential or is by its nature confidential, including Customer data, commercial terms, pricing, and the terms of the Partner Agreement. This obligation does not apply to information that is: (a) publicly available through no fault of the receiving party; (b) lawfully received from a third party; (c) independently developed; or (d) required to be disclosed by law. This clause survives termination for 2 years.

10. Branding

10.1 The Partner grants Olea a non-exclusive, royalty-free licence during the term to use the Partner’s trading name, address, and photographs of the Location for marketing purposes.

10.2 Neither party shall use the other’s name, trademarks, or brand materials beyond the scope of these Terms without prior written consent.

11. Insurance and Liability

11.1 The Partner shall maintain throughout the term: (a) general commercial liability insurance with adequate cover; (b) property insurance appropriate to the Location; and (c) employer’s liability insurance as required by law. The Partner shall provide evidence of cover annually on request.

11.2 Neither party shall be liable to the other for any indirect or consequential loss, including loss of profit, revenue, anticipated savings, or goodwill.

11.3 Olea’s aggregate liability under or in connection with the Partner Agreement and these Terms shall not exceed the total Revenue Share paid to the Partner in the 12 months preceding the event giving rise to the claim.

11.4 The Partner’s aggregate liability under or in connection with the Partner Agreement and these Terms shall not exceed the total Revenue Share received by the Partner in the 12 months preceding the event giving rise to the claim.

11.5 Nothing in these Terms limits either party’s liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any liability that cannot be limited or excluded by law.

11.6 Each party shall indemnify the other against all losses, costs, and expenses arising from a breach of these Terms by the indemnifying party, subject to the caps in clauses 11.3 and 11.4.

11.7 Damage to the Partner’s premises caused by a Customer is at the Partner’s risk. The Partner may pursue the Customer directly; Olea shall not be liable for such damage.

12. Term and Termination

12.1 The partnership begins on the effective date set out in the Partner Agreement and continues until terminated by either party giving at least 180 days’ written notice.

12.2 Either party may terminate immediately by written notice if the other party:

• (a) commits a material breach and fails to remedy it within 30 days of receiving written notice specifying the breach;
• (b) becomes insolvent, enters administration, liquidation, or any analogous process; or
• (c) takes or permits action that endangers the safety of Customers, Olea’s regulatory compliance, or either party’s reputation.

12.3 On termination:

• (a) Olea shall relocate Customers to alternative Locations in accordance with Olea’s customer terms. The Partner shall cooperate with such transition, including continuing to receive mail and providing reasonable access, for up to 60 days following termination.
• (b) The Partner shall securely destroy or return all Customer personal data within 14 days and provide written certification of destruction.
• (c) Olea shall issue a final self-billing invoice within 30 days, accounting for all Revenue Share due up to the termination date.

12.4 Clauses 6 (Customer Protection), 9 (Confidentiality), 8 (Data Protection), 11 (Liability), and 13 (General Provisions, insofar as relevant) survive termination.

13. General Provisions

13.1 Entire agreement. The Partner Agreement and these Terms constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements relating to their subject matter.

13.2 Amendments. Olea may update these Terms from time to time by publishing the revised version at oleaoffice.com/partner-terms. Olea will give the Partner at least 30 days’ written notice of material changes. Continued performance after the notice period constitutes acceptance.

13.3 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.4 No waiver. A failure or delay by either party in exercising any right under these Terms does not waive that right.

13.5 Assignment. The Partner may not assign or transfer the Partner Agreement without Olea’s prior written consent. Olea may assign to any affiliate or successor in connection with a reorganisation, merger, or sale of all or substantially all of its assets.

13.6 Force majeure. Neither party is liable for failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control. If such circumstances continue for more than 90 days, either party may terminate by written notice.

13.7 Notices. Any notice under these Terms shall be in writing and may be sent by email to the address specified in the Partner Agreement. Notices sent by email are deemed received on the next business day after sending.

13.8 Governing law. These Terms are governed by the laws of England and Wales. The parties submit to the non-exclusive jurisdiction of the courts of England and Wales.

13.9 Dispute resolution. The parties shall attempt to resolve any dispute by good-faith negotiation for 30 days. If unresolved, either party may refer it to mediation. If mediation fails within 60 days, either party may commence court proceedings.

13.10 Third-party rights. No person other than the parties has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

13.11 Language. These Terms are published in English. If translated, the English version prevails.