1. Digital Development Space Limited (T/A Colebrook House) a Company Incorporated and Registered in England and Wales with company 10017824 whose registered office is at Berkeley Coach House, Limpley Stoke, Bath, Wilts, BA2 7FS (Service Provider).

2. The User

AGREED TERMS

1. INTRPRETATION

The following definitions and rules of the interpretation apply in this service agreement.

1. Definitions:

Permitted Use: use as offices space / desk space / work space

Property:

1. The communal work space within Ground Floor, 215a Upper Grosvenor Road, Tunbridge Wells, Kent, TN1 2EG and the services offered by the space

2. The specified number of desks acquired under the service agreement

3. The Service Media which are within that area but which do not serve it exclusively.

Service Media: all media for the supply or removal of heat, electricity, water, sewage, energy, data and all other services and utilities and all structures, machinery and equipment ancillary to those media.

Term: a period agreed on an ad-hoc basis between the Service Provider and the User.

VAT: Value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement tax and any similar additional tax, if applicable.

2. A reference to this service agreement, except a reference to date of this agreement or to the grant of the agreement, is a reference to this deed and any deed, licence, consent, approval or other instrument supplemental to it.

3. A reference to the Service Provider or Service Provider includes a reference to the person entitled to the immediate reversion to this service agreement.

4. Unless the context otherwise requires, references to the Building and the Property are to the whole and any part them or it.

5. A reference to the end of the term is to the end of the term however it ends.

6. A working day is a working day which is defined as Monday to Sunday 7am – 7pm

7. A person includes a natural person, corporate or incorporate body (whether or not having separate legal personality).

8. A User includes a natural person, corporate or incorporate body (whether or not having separate legal personality) who is in receipt of the service provided by Digital Development Space Ltd.

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

10. Notice is defined as a period of 1 day

2. SERVICE

1. The Service Provider provides the services to the User on an ad-hoc agreement basis.

2. The Service agreement is made together with the ancillary rights set out in clause 3, excepting and reserving to the Service Provider the rights set out in clause 4, and subject to all rights, restrictions and covenants affecting the Building including the matters referred to the date of this service agreement

3. The Service is provided to the User paying to the Service Provider as a service charge, the monthly fee and all VAT (if applicable) in respect of it, and all other sums due under this service agreement.

4. Engagement of the services implies acceptance of the Terms & Conditions described herewith.

3. ANCILLIARY RIGHTS

1. The Service Provider grants the User the following rights (the Rights) to use in common with the service provider and any other person authorised by the Service Provider:

1. the right of support and protection from those parts of the Building that afford support and protection for the Property at the date of this service agreement and to the extent that such support and protection exists at the date of this service agreement; and

2. the right to use and to connect into any Service Media at the Building that belong to the Service Provider and serve (but do not form part of) the Property which are in existence at the date of this service agreement.

2. In relation to the Right mentioned in clause 3.1 (b), the Service Provider may, at its discretion, re-route or replace any such Service Media and Right shall then apply in relation to the Service Media as re-routed or replaced.

3. The User shall exercise the Rights:

1. only in connection with its use of the Property for the Permitted Use and in a manner that is consistent with its obligation in clause 11.6; and

2. in accordance with all relevant laws.

4. Except as mentioned in clause 3, neither the grant of this service agreement nor anything in it confers any right over any other part of the building or any other property or is to be taken to show that the User may have any right over any other part of the Building or any other property, and section 62 of the Law or Property Act 1925 does not apply to this service agreement.

4. RIGHTS EXCEPTED AND RESERVED

4.1 The following rights are excepted and reserved from this service agreement to the Service Provider (Reservations):

1. rights of light and air these rights are capable of being enjoyed at any time during the Term;

2. the right to use and to connect into Service Media at, but not forming part of, the Property; the right to install and construct Service Media at the Property and to serve any part of the Building or any other property (whether or not such Service Media also serve the Property) and to connect into and use such Service Media; and the right to re-route and Service Media mentioned in this paragraph;

3. the right to enter the Property for any purpose mention in this service agreement or connected with it or with the Service Provider interest in the Building or any other property or to carry out any works to any other part of the Building, at any other property or to carry out any works to any other part of the Building, at any reasonably time and, except in the case of an emergency, after having given reasonable notice (which need not be in writing) to the User; and

4. at any time during the Term, the full and free right to build into any boundary of the Property, and to develop land owned than the Building, whether or not such land is owned by the service provider, as the service provider may think fit.

2. The Reservations may be exercised by the Service Provider and by anyone else who is or becomes entitled to exercise them, and by anyone authorised by the Service Provider.

3. The Service Provider shall not be liable for any loss or inconveniences to the User by season of the exercise of any of the Reservations (other than any loss or inconvenience in respect of which the law prevents the Service Provider excluding liability).

5. THE SERVICE CHARGE

1. The User shall pay the Service Charge in advance, where hire takes place on an ad-hoc daily basis, on the Monday of the start of a week when arranged on a weekly rolling basis and in advance on the 5th day of each month where arranged on a monthly rolling basis.

2. Where applicable, the first instalment of the Service Charge and any VAT in respect of it shall be made on the date of this service agreement and shall be the proportion, calculated on a daily basis, in respect of the period beginning on, and including, the date of this service agreement and ending on, and including the day before the next payment date.

3. The User shall pay the costs and expenses (assessed on a full indemnity basis) of the Service Provider, including any solicitors’ or other professionals’ costs and expenses and whether incurred during or after the end of the Term, in connection with or in contemplation of the enforcement of the User covenants of this service agreement and with any consent applied for in connection with this service agreement and preparing and serving of any notice in connection with this service agreement under section 146 or 147 of the Law of Property Act 1925 or taking any proceedings under either of those sections, notwithstanding that forfeiture Is avoided otherwise than relief granted by the court.

6. PROHIBITION OF DEALINGS

The User shall not assign, change, part with or share possession or share occupation of this service agreement or the Property or hold the service agreement on trust any person (except by season only of joint legal ownership), or grant any right or licence over the Property in favour of any third party.

7. REPAIRS AND DAMAGE

8.1 The User, along with all Users, shall endeavour to keep the property clean, tidy and undamaged including the general work and communal spaces as utilised by the User and endeavour not to damage any of the internal and external walls, floors, desks, services or any products or items held within the property.

2. The User shall replace any item of property which is deemed by the Service Provider damaged beyond repair by the User (e.g. excessive marking or scratches on desks) save for fair wear and tear in the exercising of usual business activities.

3. The User will take out appropriate insurance policies as required and acknowledges that the Service Provider is not responsible for loss or damage to any of the Users’ belongings and indemnifies to keep indemnified the Service Provider against any claim arising from such loss or damage of belongings.

4. The Service Provider will have in place adequate Public Liability and Building Insurance.

8. ALTERATIONS AND SIGNS

9.1 The User shall not make any alteration to the Property (including any Service Media forming part of the Property), other than at the specific written authorisation of the Service Provider.

9.2 The User shall not attach any sign, poster or advertisement to the property so as to be seen from the outside of the Building, other than:

1. an office facia of a design and size approved by the Service Provider; and

2. included on the authorised signage space provided by the Service Provider

9. USE

11.4 The User shall not use the Property or exercise any of the Rights:

1. For any illegal purpose; or

2. For any purpose in a manner that would cause any loss, nuisance or inconvenience to the Service Provider, the other Users or occupiers of the Building or any owner or occupier of any other property; or

3. In any way would vitiate the insurance of the Service Provider in resect if the Building; or

4. In a manner that would interfere with any right subject to which this service agreement is granted.

11.7 The User agrees to a “fair usage” policy in respect of space utilised, permitted storage space for items and belongings, data access, electricity, water or any other services deemed as services by the Service Provider.

10. COMPLIANCE WITH LAW

The User shall comply with all laws relating to the Property and the occupation and use of the Property by the User, to the use if all Service Media and machinery and equipment at or serving the Property, and to all Media and machinery and equipment at or serving the Property, and to all materials kept at or disposed from the Property and use such media in an appropriate and lawful fashion.

11. RETURNING THE PROPERTY TO THE SERVICE PROVIDER

13.1 At the end of the Term, the User shall return the Property to the Service Provider in the condition required by this service agreement and shall remove from the Property all items and property belonging to or used by it.

13.2 The User irrevocably appoints the Service Provider to be the agent of the User to store or dispose of any stock, belongings or items it has fixed on the Property and which have been left by the User on the Property for more than 1 month after the end of the Term. The Service Provider shall not be liable to the User by reasons of that storage or disposal. The User shall indemnify the Service Provider in respect of any claim made by a third party in relation to that the storage or disposal.

12. INDEMNITY

The User shall keep the Service Provider indemnified against all liabilities, expense’s, costs (including but not limited to any solicitors’ or other professionals’ costs and expenses), claims, damages and losses (including but not limited to an diminution in the value of the Service Provider interest in the Property and loss of amenity of the Property) suffered or incurred by the Service Provider arising out of or in connection with any breach of any User covenant in this service agreement, or any act or omission of the User or any person on the Property or the Building with its actual or implied authority.

13. COVENANT FOR QUIET ENJOYMENT FOR THE SERVICE PROVIDER

The Service Provider covenants with the User, that, so long as the User pays the Service Charge reserved by and complied with its obligations un this service agreement, the User shall have quiet enjoyment or the Property without any interruption by the service provider or any person claiming under the Service Provider except as otherwise permitted by this service agreement.

14. FORFEITURE

16.1 The Service Provider may terminate the Service Agreement at any time after any of the following occurs:

1. any service charge is unpaid 21 days after becoming payable whether it has been formally demanded or not; or

2. any breach of any condition or User covenant of this service agreement.

16.2 If the Service Provider fulfils this clause this service agreement shall immediately end, but without prejudice to any right or remedy of the Service Provider in respect of any antecedent breach of the User convents of this service agreement.

15. JOINT AND SEVERAL LIABILITY

17.1 Where the User comprises more than one person, those persons shall be jointly and severally liable for the obligation and labilities of the User arising under this service agreement. The Service Provider may take action against or re-service agreement or compromised the liability of, or grant time there indulgence to, any one of these persons without affecting the lability of any other of them.

17.2 The obligations of the User and any guarantor arising by virtue of this service agreement are owed to the Service Provider and obligations of the Service Provider are owed to the User.

17.3 The Service Provider shall not be liable to the User for any failure of the Service Provider to perform any service provider covenant in this service agreement, unless and until the User has given the Service Provider notice of the failure and the Service Provider has not remedied failure within a reasonable time of service of that notice.

16. NOTICES

18.1 A notice given under or in connection with this service agreement shall be: 1 day.

1. in writing unless this service agreement expressly states otherwise and for the purposes of this clause an email is not in writing;

2. given:

1. by hand or by pre-paid first-class post or other next working day delivery service at the party registered office address (if the party is a company) or (in any other case) at the party principal place of business; or

2. by email to the party’s main email address.

18.2 If a notice is given in accordance with clause 18.1, it shall be deemed to have been received:

1. If delivered by hand, at the time the notice is left at the proper address; or

2. If sent by pre-paid first-class post or other next working day delivery service, on the second working day after posting; or

3. if sent by email, at 9.00 am on the next working day after transmission.

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

17. ENTIRE AGREEMENT

19.1 This service agreement and any documents annexed to it constitute the whole agreement between the parties and supersede all previous discussion, correspondence, negotiation, arrangements, understandings and agreements between them relating to their subject matter.

19.2 Nothing in this service agreement constitutes or shall constitute a representation or warranty that the Property may lawfully be used for any purpose allowed by this service agreement.

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

18. GOVERNING LAW

This service 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 in accordance with the law of England and Wales.

19. JURISDICTION

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

22.3 A person who is not a party to this service agreement shall not have the rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this service agreement. This does not affect any right or remedy of ta third party which exists, or is available, apart from that Act.

SERVICE AGREEMENT – SCHEDULE

It is agreed that the Service Provider: Digital Development Space Limited makes the following services available to the User:

1. Dedicated workspace per User i.e. Desk space no less the 1metre wide & office chair(s)

2. Access to Services including:

1. Electricity

2. Water

3. Hi-Speed Data via Wifi

4. Tea, Coffee, Mineral Water (at the discretion of the Service Provider)

5. Private meeting room facilities (dependent upon availability on a first-come-first served basis