Operator terms

First prepared 16 September 2026. Revised 22 September 2026 for the District policy pack, draft v0.1. The original filename is retained to preserve this document's identity. Effective date: [CONFIRM: effective date].

Status: internal draft for commercial and legal review. Not approved for publication or acceptance by real operators. This document supplies proposed wording; it does not change District's existing permissions or constitute founder approval. Resolve the items below, have the terms checked by a UK commercial solicitor, and issue a clean version before using them for live business.

B. Proposed operator-facing wording

1. Who these terms are between

These terms are between District HQ Ltd, registered in [CONFIRM JURISDICTION] with company number [COMPANY NUMBER], whose registered office is [REGISTERED OFFICE] ("District", "we", "us"), and the business identified in your operator account ("Operator", "you"). Contact us at [NOTICES EMAIL].

These terms cover your business use of District's workspace listing, enquiry and operator portal services. The individual accepting them confirms that they are authorised to bind the Operator. They take effect when an authorised representative expressly accepts the identified version through the portal or signs an agreement incorporating it. You can retain a copy of the accepted terms and fee schedule.

Schedule 1 forms part of these terms. A separately signed agreement takes priority only to the extent that it expressly varies these terms. Our Privacy Notice explains our processing of personal data; accepting these terms is not consent to unrelated marketing.

2. District's service and your workspace agreements

District enables operators to advertise workspaces and receive and manage enquiries from prospective occupiers. District provides its service with reasonable care and skill but does not guarantee enquiry volumes, occupancy, an occupier's creditworthiness or completion of any transaction.

The Operator and occupier negotiate and enter into their own workspace agreement. District is not a party to that agreement and has no authority under these terms to bind either party to it. The Operator is responsible for its workspace offer, premises, services, occupier checks and performance of its workspace agreement.

District does not receive or hold occupier rent or deposits under these terms. Any future payment service requires separate terms.

3. Operator approval, authority and account security

Before publishing listings, you must complete District's operator onboarding and obtain operator approval. You must provide accurate business and contact details, evidence your authority to offer the spaces when reasonably requested, and keep that information current.

You must have the rights, permissions and consents necessary to advertise and supply each workspace. You remain responsible for compliance with the laws and requirements applicable to your premises and services, including relevant safety obligations.

Only authorised users may access your account. You must maintain appropriate access controls, remove access when staff leave or change role, and promptly report suspected misuse. You are responsible for actions taken by your authorised users.

4. Self-publication and listing standards

Once approved, you may publish and update listings that pass District's required completeness and consistency checks, without routine District approval of each listing. Operator approval and automated checks do not certify the accuracy, suitability, safety or legal compliance of an individual workspace.

You must ensure that every published listing:

• Describes the actual workspace accurately, including its address, relevant floor or unit, size, capacity, amenities, restrictions and availability.
• States the whole-workspace price and billing period clearly, identifies whether VAT applies, and discloses mandatory additional charges, deposit requirements and material conditions.
• Contains at least five genuine, representative photographs and a genuine floor plan identifying the listed workspace. A wider floor plan must clearly mark the relevant area. A photograph must never be labelled or uploaded as a floor plan.
• Completes the required listing fields truthfully. Optional brochures, videos and virtual tours do not replace required photographs or a floor plan.
• Uses content you own or have permission to publish and does not contain misleading claims, unlawful content or confidential information you are not entitled to disclose.

Clearly identify proposed layouts or illustrative visualisations and do not present them as photographs of the completed space. A floor plan must not imply that areas outside the advertised workspace are included in the offer. Disclose material limitations in plan accuracy or measurements.

Keep listings current and promptly correct errors. Update availability when space is reserved, let or otherwise unavailable. Where multiple listings overlap or form a combined workspace, update all affected listings to prevent conflicting availability.

District may request evidence, perform spot checks, investigate complaints, require corrections, or pause or remove listings that breach these terms. We will normally explain the reason and provide a reasonable opportunity to correct it. We may act immediately where necessary to address fraud, serious inaccuracy, security issues or legal requirements.

5. Prices and deposit suggestions

You set and agree your own workspace prices, deposits and commercial conditions with the occupier. Any deposit amount suggested by the portal is editable guidance, not a binding District policy, legal requirement or guarantee of suitability.

The current suggested bands are one month's workspace charge for weekly stays and terms below 24 months, and two months for terms of 24–36 months. You must review the amount before publishing and clearly disclose the amount, calculation basis and repayment conditions in your offer and workspace agreement. These suggestions do not establish a default for terms outside those bands.

6. Enquiries, introductions and reporting

Before accepting a live enquiry or receiving occupier contact details through District, the Operator must have accepted the applicable published operator terms and fee schedule. An enquiry is not a reservation or a guarantee that a workspace agreement will result.

District will maintain an introduction record identifying the relevant Operator, occupier, workspace, introduction date and applicable terms version. We will make sufficient information available for you to understand the introduction and any resulting fee claim. A platform record is evidence of events, not conclusive proof that a fee is due despite contrary evidence.

Handle enquiries professionally, respond promptly and keep the pipeline accurate. Report material progress, a signed workspace agreement, commencement, cancellation and the figures reasonably needed to calculate any fee. Provide relevant supporting evidence on reasonable request, with unrelated personal or commercially sensitive material redacted where appropriate.

The attribution rules and pre-existing lead process are in Schedule 1. You may communicate and conclude agreements directly with occupiers. Moving communication off-platform, routing a transaction through a nominee, or closing an account does not remove a fee otherwise properly due under the agreed schedule. It also does not create a fee where the schedule's conditions have not been met.

6A. Viewing requests, alternative spaces and combined workspaces

A requested viewing slot becomes confirmed only when you confirm it through the relevant process. Provide the full meeting address, instructions and a suitable contact. Tell the occupier promptly if arrangements change. Multiple locations require separate appropriate viewing arrangements.

An enquiry may be assigned to an authorised colleague and, with a clear explanation to the occupier, associated with another workspace in your own portfolio. A combined-workspace proposal must identify the actual spaces, capacity, dates, inclusions and total price, and must not offer overlapping space twice. Do not disclose the enquiry to a separate operator without an appropriate, transparent process and lawful basis.

6B. Documents, advisers and authorised signatories

Where document collaboration or signing is enabled, you are responsible for providing the correct agreement, contracting parties, versions and execution requirements. If the occupier nominates a different signatory, arrange any needed document changes with your contract provider before execution. A portal nomination does not itself alter a contract or prove legal authority.

Access for an account holder, a nominated signatory and a legal adviser must be distinguished. Only appropriately authorised people may act for the Operator. Check who will see a message or attachment before submitting it. Shared negotiation threads must not be treated as confidential advice channels within your own team.

A platform status or electronic-signature service does not establish that all requirements for a lease, deed, statutory declaration or other document have been satisfied. Obtain appropriate advice on witnessing, service of notices, contracting-out procedures and signing order where relevant. District does not provide that legal advice.

7. Fees

You must pay fees that become due under the accepted Schedule 1. No charge is due merely because you receive or accept an enquiry. District must identify the introduction and explain the calculation on its invoice.

Notify District promptly of an invoice dispute and provide the reasons and available evidence. Both parties will cooperate to resolve it. Pay any undisputed amount by its due date. A separately agreed pilot concession or fee waiver must be recorded in writing before the relevant introduction and must state its scope.

8. Content and intellectual property

You retain ownership of your content. You grant District a non-exclusive licence to host, reproduce, resize and display the content as needed to operate the platform and promote your listed workspaces, including through service providers acting for District. District must not materially alter its meaning or use it to imply your endorsement of unrelated services.

You may withdraw a listing. District will cease new promotional use and remove public display within a reasonable period, subject to technical processing and third-party caches outside its control. It may retain restricted records where reasonably necessary for existing transactions, disputes or legal obligations, in accordance with its retention policy.

District and its licensors retain their rights in the platform. You must not interfere with its operation, misuse another user's account, or access information you are not authorised to access.

9. Personal data and confidentiality

[CONFIRM: this clause assumes separate controllers for their respective marketplace enquiry handling. Confirm each activity against actual processing. Existing-tenancy administration or other processing solely on the Operator's instructions requires a separate assessment and, where applicable, an Article 28 data-processing agreement before use.]

Each party is responsible for complying with applicable data protection law for its own processing. Enquiry information may include a person's name, business contact details, company, workspace requirements and communications. Use it only as necessary to respond to the enquiry, arrange viewings, negotiate and administer the requested workspace service, maintain appropriate records and resolve related disputes, unless there is a separate lawful basis for another use.

Do not sell enquiry data, disclose it to unrelated parties, or add contacts to unrelated marketing campaigns without an appropriate lawful basis and compliance with applicable marketing rules. Restrict access to people and service providers who need it and are subject to appropriate obligations. Each party must provide required privacy information, maintain appropriate security, keep data accurate, and retain it only for justified periods.

Notify the other party without undue delay of a personal-data incident affecting shared enquiry information where cooperation is needed. Each party remains responsible for any notifications it is legally required to make. Cooperate on relevant access, correction, deletion and other rights requests; direct requests to [DISTRICT PRIVACY CONTACT] and the Operator's nominated privacy contact without unnecessarily delaying a response.

Each party must protect the other's confidential information, use it for the purposes of this relationship, and disclose it only where authorised, required by law, or reasonably necessary to professional advisers or service providers under suitable confidentiality obligations. Information already lawfully public is not confidential.

9A. Existing occupiers and additional administration services

These marketplace terms do not by themselves authorise rent collection, deposit holding, payment initiation or administration of an operator's existing tenancies. Before enabling those functions, the parties must agree an appropriate service schedule and any required data-processing or sharing arrangements.

An existing occupier is not a District-introduced lead merely because you upload its record, invite it to the portal or issue an invoice through District. No marketplace success fee arises from that act alone. Any separately priced administration service requires its own agreed basis.

If an approved service allows you to add people who do not already use District, provide only necessary information for a lawful purpose. Identify the operator and District's role in the first communication, provide the relevant privacy information and explain how the recipient can obtain help without creating an account. Do not claim that an imported contact accepted District terms or marketing merely by being added.

10. Suspension and termination

You may stop using District and request closure of your account at any time. District may end this service agreement on 30 days' written notice, or suspend relevant access or listings where reasonably necessary to investigate a material breach, security incident, fraud or unlawful activity. For a remediable breach, District will normally give notice and a reasonable opportunity to remedy it before termination.

Closure or termination removes active listings and ends new introductions. It does not cancel existing workspace agreements, accrued payment obligations, or rights relating to introductions made before termination within the original attribution period. Termination does not extend that period. Confidentiality, data protection and dispute provisions survive as needed to give them effect.

11. Liability

Nothing in these terms excludes or restricts liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or restricted.

Subject to that paragraph, [INSERT REVIEWED LIABILITY ALLOCATION, CAP, CAP PERIOD AND APPROPRIATE EXCLUSIONS/EXCEPTIONS]. The parties' obligations to pay properly due fees remain payable. Any liability wording must reflect District's role, foreseeable risks and available insurance; this draft intentionally does not supply an unreviewed financial cap or broad indemnity.

12. Changes, notices and disputes

District may propose updated terms and will identify the changes and effective date. Material changes to fees or contractual obligations require express acceptance before they apply to new introductions. Existing introductions remain governed by the terms applicable when made unless both parties expressly agree otherwise. District may make changes required by law when legally necessary, with notice as soon as reasonably practicable.

Operational notices may be delivered through the portal. Contractual notices must also be sent to the parties' nominated notice email addresses. Keep those addresses current. Send complaints to [NOTICES EMAIL]. Both parties will first try to resolve disputes through their nominated senior representatives; this does not prevent urgent court relief or suspend legal time limits.

These terms and the accepted fee schedule constitute the agreement for the platform services. They do not exclude liability for fraudulent misrepresentation. If a provision is unenforceable, the remaining provisions continue where legally possible. A failure to enforce a right immediately is not a waiver. A person who is not a party has no right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

These terms are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory applicable law.

Schedule 1 — proposed commercial terms

INTERNAL REVIEW STATUS: the entire schedule remains proposed. Remove this status only after both founders settle the commercial terms.

1. Fee and payer. The Operator pays District a success fee of 3% of the Chargeable Workspace Value, plus VAT where applicable. There is no upfront listing or subscription charge under this schedule.
2. Chargeable Workspace Value. The total recurring workspace charges contractually payable for the initial committed period, capped at the first 12 months from commencement, after contractual discounts and rent-free periods. Exclude VAT, refundable deposits, one-off fit-out charges, optional extras and separately itemised pass-through costs. Include services inseparably bundled into the recurring workspace price. An initial fixed term shorter than 12 months is charged on that shorter term; it is not annualised. For a breakable or rolling arrangement, use only the minimum committed period before the occupier can first end the agreement without further recurring workspace charges. Confirm this treatment before adoption.
3. Examples. Twelve committed months at £10,000 per month excluding VAT gives a £3,600 fee excluding VAT. Six committed months at the same price gives a £1,800 fee. A refundable deposit is excluded in both cases. Contractual discounts and rent-free periods reduce the value before the 3% calculation.
4. Attributable introduction. District must have made a recorded introduction that materially led to the workspace agreement. An automated record alone is insufficient where credible evidence shows that the transaction arose independently. The agreement must be signed within 12 months of the recorded introduction. Merely repeating an enquiry does not restart the period.
5. Existing leads. If you believe you already had an active, documented opportunity for substantially the same occupier requirement before District's introduction, notify District promptly, preferably within five working days, and provide proportionate dated evidence. Mere presence in a historic database is not sufficient by itself. District will assess duplicate-introduction disputes reasonably; missing the notification target alone does not make an otherwise non-attributable transaction chargeable.
6. Alternative spaces and nominees. The initial agreement may qualify if the introduction materially led to the occupier taking a different workspace from the same Operator. A clearly identified nominee contracting for that occupier's requirement is included. This is not a blanket claim over unrelated occupier-group companies, other operators, or future transactions.
7. Fee trigger. The fee is earned only when a binding workspace agreement is unconditional, the contracted occupation has started, and the Operator has received its first non-refundable workspace payment. All three conditions must be satisfied. A refundable holding deposit alone is insufficient. No fee is due if the transaction fails before these conditions are met. Once earned, later default or termination does not automatically refund the fee, except where it was incorrectly calculated or separately agreed in writing.
8. Reporting and payment. Report signing and satisfaction of the fee trigger within five working days of the relevant event. District may then invoice, and payment is due within 14 calendar days of the invoice date. Supply sufficient evidence to establish the term, chargeable amount and trigger; District will not demand unrelated deal information.
9. Renewals and additional space. No automatic fee applies to renewals, extensions or additional-space contracts under this schedule. Any such fee requires a separate agreement made before the relevant transaction. Correcting the value of the original transaction is not a renewal fee.
10. Survival. Properly attributable introductions made before account closure remain subject to this schedule for the unexpired original attribution period. No retrospective fee or extended attribution period may be imposed through a later terms update.