Membership Agreement

Last updated: 24 February 2026

This Operator Agreement (the “Agreement”) sets out the terms on which operators may list Spaces through, and receive introductions from, the Rubberdesk platform. In this Agreement, “Rubberdesk” means the applicable contracting entity determined under clause 2.1, and “Operator” (or “you”) means the operator who lists or provides Spaces for listing on the Rubberdesk platform or otherwise engages with Rubberdesk’s services.

Acceptance

By doing any of the following, the Operator agrees to be bound by this Agreement:

1. listing, or providing space or Operator Content for listing, on the Rubberdesk platform;
2. submitting Operator Content to Rubberdesk (whether via the platform, email or otherwise);
3. accepting, responding to, or acting on any introduction or enquiry received from or through Rubberdesk; or
4. receiving any Fee-related communication from Rubberdesk without objecting in writing within 14 days of receipt.

Rubberdesk reserves the right to amend this Agreement from time to time by publishing the updated version on the Site. Continued listing or engagement with Rubberdesk’s services after changes are published constitutes acceptance of the updated terms.

1. Purpose

1.1 Rubberdesk operates an online marketplace platform that enables Operators to list Spaces and receive enquiries and introductions from prospective business occupiers (“Occupiers”).

1.2 This Agreement sets out the commercial terms between Rubberdesk and the Operator, including Fees and protections relating to Operator Content.

1.3 Rubberdesk will use reasonable endeavours to make the Operator’s listings available on the Site during the Term and to facilitate enquiries and introductions from prospective Occupiers. This does not constitute a guarantee of any particular volume of enquiries or introductions.

2. Contracting entity, scope and precedence

Contact details

2.1 Contracting entity

1. If the relevant Space is located in Australia, this Agreement is entered into with Cadigal Rubberdesk Pty Ltd (trading as Rubberdesk Australia).
2. For all other Spaces, this Agreement is entered into with Rubberdesk UK Ltd.
3. References to “Rubberdesk” mean the applicable contracting entity under this clause.

2.2 Scope

This Agreement applies to all Spaces listed by the Operator (or an Operator Group member) on the Rubberdesk platform, and all Introduced Transactions (as defined below).

2.3 Priority

If there is any inconsistency between this Agreement and the Website Terms, this Agreement prevails to the extent of the inconsistency in relation to Fees, payment terms, Operator Content, warranties, indemnities and other commercial obligations.

3. Definitions

In this Agreement:

• “Operator Group” means the Operator and each of its Related Entities, and any entity through which the Operator or a Related Entity operates, manages, franchises, brands, or provides workspace services under a management agreement, joint venture, licence or similar arrangement, regardless of equity ownership.
• “Personnel” means the Operator’s and/or an Occupier’s employees, contractors, agents and invitees.
• “Occupier” means the entity (company, partnership, government body or sole trader) that enters into (or proposes to enter into) a Space Agreement with an Operator Group member. References to “Guest” or “Guest Referral” in any existing agreement between Rubberdesk and the Operator shall be read as references to “Occupier” under this Agreement and “Introduced Transaction” respectively.
• “Space” means workspace, office or related premises operated, managed or controlled by the Operator Group and promoted through Rubberdesk.
• “Space Agreement” means any agreement or arrangement (whether written or oral) under which an Occupier is granted the right to occupy or use space provided by an Operator Group member, including a lease, sublease, licence, serviced office agreement, coworking membership, agreement for lease, renewal, extension, expansion, variation or replacement agreement, and any side letter.
• “Operator Content” means listings, images, descriptions, floorplans, logos, videos and other materials provided by or on behalf of the Operator Group for publication through Rubberdesk.
• “Introduced Transaction” means a Space Agreement entered into between: (a) any Operator Group member (or its nominee); and (b) an Occupier (or its Related Entities), where Rubberdesk introduced the Occupier to the Operator Group or otherwise materially facilitated the opportunity.
• “Materially facilitated” includes (without limitation) where Rubberdesk: (i) provided contact details; (ii) arranged, participated in, or forwarded communications; (iii) provided a shortlist, quote, tour arrangement or comparison; or (iv) otherwise connected the parties or advanced discussions.
• “Control” means the ability to direct or influence (directly or indirectly) the management or policies of a person, whether through ownership of voting securities, contract, or otherwise. A person is deemed to Control another if it: (a) holds more than 50% of the voting rights; or (b) has the right to appoint or remove a majority of the directors (or equivalent); or (c) otherwise has the practical ability to determine key decisions of the entity.
• “Related Entity” means, in relation to a person, any other person that Controls, is Controlled by, or is under common Control with that person.
• “Introduction Protection Period” means the period stated in Schedule 1.
• “Commission Period” means the period stated in Schedule 1 (typically the first 12 months from the Occupier’s commencement date).
• “Net TCV” has the meaning in Schedule 1.
• “Fee” means the fee payable by the Operator to Rubberdesk for an Introduced Transaction, calculated in accordance with Schedule 1.

4. Listings and Operator obligations

4.1 The Operator is solely responsible for ensuring all listings and Operator Content are fair, accurate, complete, up to date and not misleading.

4.2 The Operator must respond promptly to enquiries and introductions and must comply with all applicable laws relating to its Spaces and dealings with Occupiers.

4.3 Rubberdesk may remove, edit, refuse to publish or delist any listing or Operator Content at any time in its discretion.

4.4 The Operator must maintain adequate public liability insurance and such other insurances as are required by law or reasonably necessary for the safe and lawful operation of each Space listed on the Site.

4.5 Occupier data. The Operator must process any personal data of Occupiers or prospective Occupiers received from or through Rubberdesk only for the purpose of responding to the relevant enquiry or introduction and in compliance with all applicable data protection laws. The Operator must not use such data for unrelated marketing without the Occupier’s separate consent, and must not disclose it to third parties except as necessary to progress the enquiry or as required by law.

4A. Introduction registration and acceptance

4A.1 Notification of introduction

Rubberdesk will notify the Operator of each introduction by email or through the platform. The notification will identify the Occupier (or prospective Occupier), the relevant Space or location, and the date of the introduction.

4A.2 Deemed acceptance

An introduction is deemed accepted by the Operator unless the Operator objects in writing within 2 Business Days of receipt of the notification, providing documented evidence that the Operator had a pre-existing active relationship with the Occupier (as described in clause 4A.3). If the Operator does not object within the 2 Business Day window, the Operator is estopped from later disputing the introduction or claiming a pre-existing relationship in respect of that Occupier.

4A.3 Pre-existing relationship

An Operator may only reject an introduction on the grounds that it had a documented, active relationship with the relevant Occupier within the 60 days immediately preceding the date of Rubberdesk’s introduction. The Operator must provide any reasonable evidence to support its claim, which may include emails, tour records, written proposals, CRM entries, or other contemporaneous documentation. If the Operator raises a pre-existing relationship claim and Rubberdesk does not agree, the matter will be referred to the dispute resolution process under clause 14.

4A.4 Evidence

Rubberdesk’s platform records (including system logs, timestamps, and email records) are deemed conclusive evidence of the fact and date of an introduction, unless the Operator provides clear evidence to the contrary within the 2 Business Day window.

4B. Informal and undocumented arrangements

4B.1 If an Occupier that has been the subject of an introduction by Rubberdesk occupies or uses a Space operated by the Operator Group without a written Space Agreement, the arrangement is nevertheless deemed a Space Agreement for the purposes of this Agreement and Rubberdesk’s Fee entitlement.

4B.2 In such circumstances, if the Operator does not provide sufficient information to calculate Net TCV, Rubberdesk may calculate Net TCV based on the Operator’s published or standard rates for that Space (or comparable space), and may issue an invoice accordingly. The Operator must cooperate in providing rate information on request.

5. Fees, reporting and payment

5.1 When Fees are payable

1. Fees are payable on each Introduced Transaction, regardless of how the arrangement is described (including as a lease, licence, membership or services agreement).
2. Fees apply Operator-group wide: if Rubberdesk introduced an Occupier to the Operator Group (including via a particular location), Fees apply to any Space Agreement entered into with that Occupier for any location operated, managed or controlled by the Operator Group during the Introduction Protection Period.

5.2 Reporting of Introduced Transactions

1. The Operator must notify Rubberdesk in writing of each Introduced Transaction within 7 days of the earlier of: (i) execution of the Space Agreement; or (ii) the Occupier’s commencement/occupation date.
2. The notification must include sufficient detail to calculate Net TCV and Fees, including: Space location, Occupier legal entity name, commencement date, term, agreed charges, concessions/incentives, and the amounts payable during the Commission Period (excluding VAT/GST).
3. On request, the Operator must provide copies of, or extracts from, the Space Agreement and/or invoices issued to the Occupier (with genuinely sensitive information redacted if not relevant to Net TCV), to the extent reasonably necessary for Rubberdesk to verify Net TCV and Fees.
4. Failure to report. If the Operator fails to notify Rubberdesk of an Introduced Transaction within the 7-day period required by clause 5.2(a), Rubberdesk may calculate Fees based on its reasonable estimate of Net TCV (using the Operator’s published or standard rates for the relevant Space) and issue an invoice accordingly. The Operator must pay that invoice unless it provides actual transaction data within 14 days of the invoice date, in which case Rubberdesk will issue a corrected invoice. Persistent failure to comply with reporting obligations under this clause 5.2 constitutes a material breach of this Agreement.

5.3 Invoicing and payment

1. Rubberdesk may invoice Fees in accordance with Schedule 1.
2. Fees are payable within 28 days of invoice (or such other period stated in Schedule 1).
3. No set-off / withholding. All amounts payable to Rubberdesk must be paid in full, without set-off, counterclaim, deduction or withholding (other than withholding required by law). The Operator must not withhold payment of any invoice on the basis of any dispute, claim or alleged breach by Rubberdesk. If the Operator disputes an invoice, it must notify Rubberdesk within 14 days of receipt, identifying the disputed amount and reasons, and must pay the undisputed portion by the due date. Any agreed adjustment will be made by credit note or set out in a subsequent invoice (at Rubberdesk’s election).
4. Interest may accrue on overdue amounts at the rate stated in Schedule 1 (or the maximum permitted by law, if lower), and the Operator must reimburse Rubberdesk’s reasonable costs of collection.

5.4 Verification / audit

1. The Operator must keep complete and accurate records relating to Introduced Transactions, Net TCV and Fees for at least 7 years after the end of the relevant Commission Period.
2. Rubberdesk (or its independent accountant) may, on 10 business days’ reasonable notice and no more than once per calendar year (unless a discrepancy is identified), inspect relevant records for the purpose of verifying Net TCV and Fees, during normal business hours and in a manner that minimises disruption.
3. If verification identifies an underpayment, the Operator must pay the shortfall within 7 days of demand.
4. If verification identifies an underpayment of 5% or more of the Fees that should have been paid for the relevant period, the Operator must, in addition to paying the shortfall under clause 5.4(c), reimburse Rubberdesk’s reasonable costs of the verification (including professional and accountancy fees).

6. No avoidance / no circumvention

6.1 The Operator must not, and must ensure its Personnel do not, encourage or assist an Occupier to circumvent Rubberdesk or enter into a Space Agreement outside Rubberdesk’s process where Rubberdesk introduced or materially facilitated the opportunity.

6.2 Any attempt to restructure, re-paper or route a transaction through another entity or location to avoid Fees is ineffective.

7. Operator Content licence, warranties, IP indemnity and takedown

7.1 Licence to use Operator Content

The Operator grants Rubberdesk a worldwide, non-exclusive, royalty-free, transferable and sublicensable licence during the Term to host, reproduce, display, publish, communicate to the public, distribute and adapt (including formatting and creating thumbnails) Operator Content for the purposes of operating, improving, marketing and promoting the platform and the Operator’s listings.

7.2 Operator Content warranty

The Operator warrants and represents that, in respect of all Operator Content it uploads, submits, provides or authorises Rubberdesk to use: (a) it owns all rights or holds all licences, permissions, consents and releases necessary for Rubberdesk to use the Operator Content as contemplated by this Agreement; (b) the Operator Content does not infringe any intellectual property rights, moral rights, privacy rights or publicity rights of any person; (c) Rubberdesk’s use of the Operator Content as contemplated by this Agreement will not breach any law or any agreement with a third party; (d) all necessary model releases have been obtained from any person identifiably depicted in the Operator Content, and such releases permit use by Rubberdesk as contemplated by this Agreement; (e) all necessary property releases have been obtained from the owners of any properties, artworks, trademarks, signage or other third-party materials identifiably depicted in the Operator Content; (f) where the Operator Content includes stock images or images obtained from third-party providers, the applicable licence permits distribution through third-party platforms and the Operator Content is used in compliance with the terms of that licence; and (g) the Operator Content is not defamatory, obscene, threatening, fraudulent or otherwise unlawful.

7.3 IP indemnity

The Operator indemnifies and must keep indemnified Rubberdesk, its Related Entities, and each of their directors, officers, employees and agents against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any claim that any Operator Content infringes (or is alleged to infringe) the rights of any person, or Rubberdesk’s use of Operator Content in accordance with this Agreement infringes (or is alleged to infringe) such rights, or the Operator’s breach of clause 7.2.

This indemnity is not subject to any limitation of liability or fee cap in this Agreement and survives termination without limitation in time.

7.4 Takedown cooperation

1. The Operator must cooperate promptly with Rubberdesk in connection with any takedown notice, intellectual property complaint or other claim relating to Operator Content.
2. Following notification by Rubberdesk of a takedown notice or IP complaint, the Operator must respond within 5 Business Days with such information, evidence of rights clearance, or counter-notification as Rubberdesk reasonably requires.
3. If Operator Content is removed or disabled pursuant to a takedown notice, the Operator must not re-upload the same or substantially similar content without first providing evidence satisfactory to Rubberdesk (in its reasonable discretion) that the Operator has the necessary rights.
4. The Operator is responsible for all costs and expenses arising from takedown notices relating to its Operator Content, including (without limitation) the costs of obtaining replacement images, licence fees, and any settlement or remediation costs.
5. Rubberdesk may suspend or delist any or all of the Operator’s listings if the Operator fails to cooperate with a takedown notice or if Rubberdesk receives repeated infringement notices relating to the Operator’s content.

8. Limitation of liability

8.1 To the maximum extent permitted by law, Rubberdesk excludes liability for indirect or consequential loss, loss of profit, loss of revenue, loss of opportunity, loss of data and business interruption.

8.2 Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud or fraudulent misrepresentation (and, where applicable, death or personal injury caused by negligence, to the extent it cannot be excluded).

9. Confidentiality

9.1 Confidential Information

Each party (“Receiving Party”) must keep confidential all information received from the other party (“Disclosing Party”) that is identified as confidential or that a reasonable person would consider confidential given its nature and the circumstances of disclosure (“Confidential Information”).

9.2 Fee confidentiality

Without limiting clause 9.1, the Operator acknowledges and agrees that Fees, commission rates, fee schedules and all commercial terms between Rubberdesk and the Operator are strictly confidential and must not be disclosed to any Occupier, user, third party, or other operator without Rubberdesk’s prior written consent.

9.3 Permitted disclosure

Confidential Information may be disclosed: (a) to the Receiving Party’s directors, officers, employees and professional advisers who need to know the information for the purposes of this Agreement and are bound by obligations of confidentiality no less onerous than this clause; (b) as required by law, regulation, court order or the rules of any recognised stock exchange, provided that the Receiving Party gives the Disclosing Party reasonable prior notice (where permitted by law) and discloses only the minimum information required; or (c) with the Disclosing Party’s prior written consent.

9.4 Exceptions

This clause does not apply to information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was already known to the Receiving Party (without obligation of confidentiality) before disclosure; (c) is received from a third party who is not under any obligation of confidentiality in respect of it; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

9.5 Survival

The obligations in this clause 9 continue for a period of 5 years after the termination or expiry of this Agreement.

10. Term and termination

10.1 This Agreement takes effect when the Operator first engages with Rubberdesk’s services (as described in the Acceptance clause above) and continues until terminated by either party on written notice.

10.2 Rubberdesk may suspend or terminate this Agreement immediately by written notice if the Operator: (a) breaches any material provision of this Agreement; (b) fails to pay any amount when due; (c) becomes insolvent, enters administration, or has a receiver appointed; or (d) is the subject of repeated intellectual property infringement notices.

10.3 Termination does not affect accrued rights or obligations, including Rubberdesk’s right to Fees.

11. Survival

Termination or expiry does not affect: (a) any rights or obligations that have accrued prior to termination (including Fees); and (b) the continuing operation of clauses relating to Fees and payment, reporting/verification, confidentiality (clause 9), intellectual property and Operator Content licences, warranties, IP indemnities, takedown cooperation, limitations and exclusions of liability, dispute resolution, governing law and jurisdiction, and no circumvention/no avoidance.

For the avoidance of doubt, the Operator Content warranty and IP indemnity survive termination without limitation in time. Confidentiality obligations survive for 5 years after termination in accordance with clause 9.5.

12. Assignment and subcontracting

12.1 Rubberdesk may assign, transfer or novate this Agreement (in whole or in part) to any member of its corporate group or to any purchaser of (or successor to) Rubberdesk’s business or assets, and the Operator consents to any such assignment or novation.

12.2 The Operator must not assign, transfer, novate or otherwise deal with this Agreement without Rubberdesk’s prior written consent.

12.3 Rubberdesk may subcontract or outsource any functions (including onboarding, support, marketing, billing and collections). This does not relieve the Operator of its obligations.

13. Notices

13.1 A notice must be in writing and may be delivered by hand, pre-paid post, or email to the contact details last notified in writing by the relevant party (or, for Rubberdesk, to the contact email address published on the Site for the applicable contracting entity).

13.2 An email is deemed received when it enters the recipient’s information system, provided that if received after 5:00pm or on a non-business day at the recipient’s location, it is deemed received at 9:00am on the next business day.

14. Entire agreement

14.1 This Agreement (together with the Website Terms and Schedule 1) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, communications, negotiations, arrangements and understandings (whether written or oral). Each party acknowledges that in entering into this Agreement it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether written or oral) of any person other than as expressly set out in this Agreement.

14.2 Third party rights. No person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 (or equivalent legislation in any jurisdiction) to enforce any provision of this Agreement.

15. Governing law and jurisdiction

1. If the relevant Space is located in Australia (Cadigal contracting), this Agreement and any dispute or claim are governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

2. For all other Spaces (including Spaces located in Ireland, the EU/EEA, and all other jurisdictions, and where the contracting entity is Rubberdesk UK Ltd), this Agreement and any dispute or claim are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 — Fee Schedule

1. Fee rate and Commission Period

1.1 Fee rate: 10% of Net TCV during the Commission Period. Fees are exclusive of VAT/GST/sales tax unless expressly stated otherwise, and Rubberdesk may add applicable taxes to invoices where required by law.

1.2 Commission Period: the first 12 months from the Occupier’s commencement date under the Space Agreement (including expansions, renewals or additional space procured during that 12-month period), unless otherwise agreed in writing.

2. Net Total Contract Value (Net TCV)

2.1 Net TCV means the total amount payable by the Occupier to the Operator Group under the Space Agreement during the Commission Period, excluding VAT/GST and other sales taxes, and net of all discounts, incentives, rent-free periods, rebates, credits and other concessions actually applied to reduce the amounts payable.

2.2 Net TCV includes base licence fee/rent, compulsory service/management fees, and mandatory bundled charges that are a condition of occupying the Space.

2.3 Net TCV excludes refundable deposits/bonds, taxes, interest/late fees, optional services not committed in the Space Agreement, and third-party pass-throughs not invoiced/collected by the Operator Group.

3. Introduction Protection Period

3.1 Introduction Protection Period: 12 months from the date Rubberdesk introduces (or materially facilitates) the Occupier opportunity, unless otherwise agreed in writing between Rubberdesk and the Operator.

4. Invoicing trigger and payment terms

4.1 Rubberdesk may invoice Fees on the earlier of: (a) execution of the Space Agreement; (b) any deposit being paid by the Occupier to the Operator Group; or (c) the Occupier taking occupation of the Space.

4.2 Payment term: 28 days from invoice date.

4.3 Interest: 10% per annum (or the maximum rate permitted by applicable law, whichever is lower) accrues on overdue amounts from the due date until paid.

5. Fees follow the contracted commitment

5.1 Fees are calculated on the Net TCV for the full contracted term of the Space Agreement (up to the Commission Period cap of 12 months), regardless of whether the Occupier remains in occupation for the full contracted term. The Operator acknowledges that Rubberdesk’s entitlement to Fees arises from the introduction and facilitation of the opportunity, and is not contingent on the Occupier’s ongoing payment or occupation.

5.2 Where a Space Agreement contains a break clause or option to terminate early, Fees are initially calculated on the Net TCV up to the first break date. Once the break date passes without the break option being exercised, Rubberdesk may invoice for the additional Net TCV for the period from the break date to the earlier of: (a) the end of the contracted term; or (b) the end of the Commission Period.

5.3 If a Space Agreement terminates early (whether by the Occupier exercising a break option, by mutual agreement between the Operator and Occupier, by the Operator releasing the Occupier from the Space Agreement, or for any other reason): (a) Rubberdesk is not required to reimburse or refund any Fees already invoiced or paid in respect of the contracted period up to the relevant break date or contracted end date; and (b) Rubberdesk will not invoice Fees in respect of any period after the effective date of termination for which the Operator has not contracted or will not receive payment from the Occupier.

5.4 For the avoidance of doubt, if the Operator releases an Occupier from a Space Agreement before the contracted end date (or before the relevant break date), Rubberdesk retains all Fees already invoiced or paid for the originally contracted period, as the Operator’s decision to release the Occupier does not affect Rubberdesk’s entitlement to Fees on the contracted commitment.

6. Renewals and expansions beyond the Commission Period

6.1 Commission on renewals, extensions or expansions beyond the Commission Period is not payable unless separately agreed in writing between Rubberdesk and the Operator.

7. Currency and tax

7.1 Currency. Fees are invoiced in the currency of the jurisdiction in which the relevant Space is located (for example, GBP for Spaces in the United Kingdom, AUD for Spaces in Australia, EUR for Spaces in Ireland or the EU/EEA), unless otherwise agreed in writing.

7.2 Tax. All Fees stated in this Agreement and Schedule 1 are exclusive of VAT, GST, sales tax and other applicable indirect taxes. Rubberdesk will add the applicable tax to invoices where required by law. Each party is responsible for its own tax compliance in its jurisdiction, including the filing of returns and payment of taxes due. The Operator must provide a valid tax invoice (or equivalent) if required to support any tax credit or deduction claimed by Rubberdesk.