Legals Explained
Understand the nuances of sub800's Legal Clauses
Section 1: Overview
Clause 1.1
This Agreement begins on the Lease commencement date and continues for the same term as the Lease, including any renewal, assignment or subletting of it.
Explained
The agreement starts when the lease starts and lasts for exactly the same period. If the lease is extended, transferred to another tenant, or sublet, this agreement also keeps running for that same time.
Clause 1.2
This Agreement remains in effect for so long as the Tenant occupies the Property.
Explained
As long as the tenant is using or occupying the property, this agreement remains active, even if other lease terms are ending or changing.
Clause 1.3
In the event of any inconsistency between this Agreement and any Offer Acceptance, Heads of Terms, or related correspondence, the terms of this Agreement shall prevail.
Explained
If there’s ever a conflict between what’s written here and what was said or agreed earlier (like in emails or offer letters), this agreement is the one that counts.
Section 2: Payments
Clause 2.1
The Combined Payment referenced in the Offer Acceptance Letter is governed by, and forms part of this Agreement.
Explained
The total amount the tenant agreed to pay (the “Combined Payment”) is officially part of this contract and follows the same rules.
Clause 2.2
sub800 acts solely as a collector and disburser of funds for rents, rates, insurance and other landlord or supplier charges, and assumes no liability to third parties in the event the Tenant fails to make advance payment.
Explained
sub800 collects money on behalf of others (like the landlord or service suppliers) and passes it on. If the tenant doesn’t pay on time, sub800 isn’t responsible for covering those amounts.
Clause 2.3
The Tenant shall pay to sub800 the “Combined Payment”, comprising:
a. Rent, Service Charge and Insurance as defined and payable to the Landlord under the Lease and as agreed between you and sub800 in the offer and acceptance which preceded this Agreement; and
b. The sub800’s management fee for the provision of services listed in Schedule 2 below (“Partnership Services”).
c. Business rates and electricity (services paid for on behalf of the client).
Explained
This clause explains what the tenant’s Combined Payment to sub800 includes. It’s made up of three parts:
1.Rent, Service Charge, and Insurance – These are the standard costs that would normally be paid directly to the landlord. The amounts are the same as what’s stated in the lease and agreed in the offer and acceptance stage with sub800.
2.sub800’s Management Fee – This is the fee sub800 charges for managing the property and providing the “Partnership Services” listed later in Schedule 2 of the agreement.
3.Business Rates and Electricity – These are payments that sub800 handles on behalf of the tenant, passing the money on to the relevant suppliers or authorities.
Clause 2.4
Payments are subject to any relevant amounts of VAT.
Explained
VAT is added where applicable.
Clause 2.5
Following the Initial Payment, payments with respect to Rent, Service Charge, Insurance and Partnership Services are due in alignment with payment dates set out in the Lease. Payments with respect to electricity and Business Rates will be payable on demand with two weeks’ prior notice as required by the relevant provider and council respectively. Any variations to payment dates will be communicated to you in writing and in advance.
Explained
After the first payment, ongoing payments follow the lease schedule. Electricity and business rates are billed when needed with two weeks’ notice. Any changes to timing will be confirmed in writing.
Clause 2.6
It is agreed that sub800 will invoice you for all amounts due under this Agreement and that you will transfer such payments within the timeframes set out herein via GoCardless unless agreed otherwise in writing.
Explained
sub800 invoices you and you pay via GoCardless on time, unless another method is agreed in writing.
Clause 2.7.a
sub800 will make certain payments on behalf of the Tenant from the point at which the Tenant satisfies the relevant administrative requirements for these to occur:
a. Business Rates payable by the Tenant under the Lease shall be charged at the passing rate as of the earlier of Lease commencement or occupation. Any increases above that rate shall be the sole responsibility of the Tenant, who shall indemnify sub800 against such liabilities. sub800 will discharge Business Rates to the billing authority only once payment has been received in advance from the Tenant. All enquiries, correspondence, appeals or dealings with the billing authority shall remain the Tenant’s sole responsibility.
Explained
sub800 pays the council only after you prepay business rates. You’re responsible for any rate increases and for handling all council dealings.
Clause 2.7.b
The Tenant shall contribute a fixed amount of £5 (Five Pounds) per square foot per annum towards electricity supplied to the Property. Any electricity usage or charges above this allowance, together with all other utilities (including without limitation gas, water, heating, sewerage, and telecommunications), shall be the sole responsibility of the Tenant and shall not be paid for by sub800. The Tenant shall pay such sums directly to the relevant utility providers and shall indemnify sub800 against any costs, claims or liabilities arising from failure to do so.
Explained
TYou get a £5/ft²/year electricity allowance. Anything above that—and all other utilities—are your responsibility and must be paid directly to the providers.
Clause 2.8.a
You shall pay the following amounts which together shall comprise the Initial Payment:
a. on completion of the Lease and execution of this agreement, (i) all amounts required under the Lease and (ii) an upfront payment equivalent to [upfront no. of rent-free months] Combined Payments of £[ ] plus VAT (£ ) (the “Upfront Payment”), payable to sub800 as Partnership Services (with the exception of Service Charge and Insurance amounts which shall be apportioned to align with Landlord reconciliations and payment dates)[; and
Explained
At signing, you pay all lease-required sums plus an agreed “Upfront Payment” (covering specified months) to sub800 for Partnership Services, with service charge/insurance aligned to landlord schedules.
Clause 2.8.b
until Month [end of rent free period] an amount equivalent to the Combined Payment plus VAT will be payable by you to sub800 as Partnership Services on a [monthly/quarterly] basis (with the exception of Service Charge and Insurance amounts, which shall be apportioned to align with Landlord reconciliations and payment dates).]
Explained
During the rent-free period, you still pay an amount equal to the Combined Payment (plus VAT) for Partnership Services on the agreed cycle; service charge/insurance timing follows landlord reconciliations.
Clause 2.9
sub800 may adjust the cost of the Partnership Services annually in line with the CPI (or a replacement, similar index).
Explained
sub800 can increase its service fee each year by inflation (CPI or similar).
Clause 2.10
Any payments made pursuant to this Agreement and/or the Lease must be made in full, with no set-off. Late payments shall carry interest at 4% above the Bank of England base rate, together with sub800’s reasonable recovery costs, and the Tenant shall indemnify sub800 for all legal or administrative costs incurred in collecting overdue sums.
Explained
You can’t deduct anything from payments. Late payments incur base rate +4% interest and you cover sub800’s costs of chasing the debt.
Clause 2.11
All payments received by sub800 shall be applied first to arrears of Partnership Services, then to Rent, Service Charge, Business Rates, Insurance, and any other sums in that order.
Explained
Money you pay is allocated in this order: overdue Partnership Services first, then rent, service charge, rates, insurance, then anything else.
Clause 2.12
Upon the receipt of cleared funds in full and following payment of Partnership Services, sub800 will ensure that Rent, Service Charge, Business Rates and Insurance amounts in respect of the Property will be passed on by us to the Landlord or relevant third party as required by the Lease within three business days.
Explained
Once full funds clear (and Partnership Services are covered), sub800 forwards rent/charges/rates/insurance to the landlord or third party within three business days.
Clause 2.13
If payment is over 7 days late, sub800 may pause the provision of Partnership Services until arrears are cleared. Payments will be applied first to the Partnership Services, and the Tenant is responsible for any third-party reconnection fees if services are suspended for non-payment.
Explained
If you’re more than 7 days late, sub800 can suspend services. You must clear arrears and pay any reconnection fees.
Clause 2.14
[Director name] personally represents that they, on behalf of the Tenant, will meet the obligations of the Tenant as they arise under this Agreement.
Explained
A named director personally promises that the tenant’s obligations will be met.
Section 3: Partnership Services
Clause 3.1
Subject to payment of the Combined Payment, sub800 shall provide the Partnership Services listed in Schedule 2, which may be updated from time to time. sub800 reserves the right to substitute or vary the providers or composition of these services, provided that the overall nature and quality remain materially equivalent.
Explained
If you pay as agreed, sub800 delivers the services in Schedule 2. Providers or service mix may change, but overall service level stays broadly the same.
Clause 3.2
Partnership Services are subject to supplier timeframes and availability; sub800 will instruct the relevant providers to commence services following execution of the Lease and receipt of the amounts set out in clause 2.9a.
Explained
Services depend on supplier timing/availability. sub800 tells providers to start after the lease is signed and the upfront amounts in 2.9a are paid.
Clause 3.3
Any costs or charges arising in connection with the Partnership Services or any portion of the Combined Payment above the figures stated in this Agreement are the sole responsibility of the Tenant. The Landlord shall have no liability to meet or contribute towards such additional or further costs, and the Tenant shall indemnify sub800 against any liability, loss or expense incurred in respect of, or resulting from the increase to them.
Explained
If costs exceed what’s stated, the tenant pays the extra. The landlord won’t contribute, and the tenant protects sub800 from losses related to increases.
Clause 3.4
You are responsible at all times for adherence to the terms of the Lease, acting as a reasonable tenant.
Explained
You must follow the lease and behave like a responsible tenant.
Clause 3.5
Wayleaves or other third-party consents, installation and/or maintenance costs are your responsibility and sub800 shall at no point be liable for delays or costs incurred by or related to the same.
Explained
You handle and pay for any required permissions/wayleaves, installs, and maintenance. sub800 isn’t liable for related delays or costs.
Clause 3.6
Where internet connection is included as part of the Partnership Services, in the event of installation delays by the internet provider, sub800 will provide 5G as a bridging service.
Explained
If the internet provider is delayed, sub800 will supply temporary 5G to bridge the gap.
Clause 3.7
All liability in respect of fit out works undertaken shall lie with you and we shall have no liability for any loss or damages. It will be your responsibility to reinstate any changes made to the Property during the course of the fit out works at the end of the term including without limitation bearing the cost of furniture removal.
Explained
You’re responsible for fit-out risks and costs. At the end, you must restore the space (including removing furniture) at your expense.
Section 4: Exclusions
Clause 4.1
sub800 is not liable (and the Tenant indemnifies sub800 against such liability arising) for repairs owed to the Landlord or maintenance beyond the sub800 Maintenance Catalogue and SLA, but the Tenant may instruct sub800 to coordinate works, the costs of which will be invoiced as a separate service provided to you.
Explained
sub800 isn’t responsible for landlord repairs or anything beyond its maintenance scope/SLA. You can ask sub800 to coordinate repairs, but you’ll be billed separately.
Clause 4.2
sub800’s responsibility for council-related costs is limited to administering Business Rates already covered under this Agreement. Any other council or local authority charges, levies, or fees shall be the sole responsibility of the Tenant, who shall indemnify sub800 against any related costs or liabilities.
Explained
sub800 only handles business rates that are part of this agreement. All other council fees are yours, and you protect sub800 from any related costs.
Clause 4.3
You must take your own legal advice regarding any document entered into with the Landlord or sub800, as we cannot offer legal advice to you.
Explained
Get your own legal advice; sub800 doesn’t provide it.
Clause 4.4
If the Lease is terminated early at the Tenant’s voluntary election or owing to a breach on the part of the Tenant, the Tenant shall continue to pay sub800 for all internet services, cleaning services and private members’ club services forming part of the Partnership Services until such time as sub800 confirms those respective services have, in turn, been terminated. sub800 shall invoice the Tenant for these internet services, cleaning services and Private Members’ club services at any time following the actual date of termination, and the Tenant shall pay such invoice(s) within 14 days of issue.
Explained
If you end the lease early or breach it, you must keep paying for internet/cleaning/club services until sub800 confirms they’ve been stopped, and then pay any invoices within 14 days.
Clause 4.5
Refreshments may contain allergens; consumption is at your risk. Alcohol is for over-18s and you must ensure that it is only consumed or distributed in accordance with your legal requirements.
Explained
Refreshments could contain allergens—consume at your own risk. Alcohol is 18+ and must be handled legally by you.
Clause 4.6
Refreshments may contain allergens; consumption is at your risk. Alcohol is for over-18s and you must ensure that it is only consumed or distributed in accordance with your legal requirements.
Explained
This clause states that any refreshments provided by sub800 — such as snacks, drinks, or catering — may contain allergens, and that consuming them is at the tenant’s own risk. sub800 is not liable for any allergic reactions or health issues that occur as a result of consumption. It also clarifies that any alcohol provided or consumed on the premises is strictly for people aged 18 or over, and that the tenant is responsible for complying with all relevant laws regarding alcohol use and distribution.
Section 5: NonCircumvention
Clause 5.1
The Tenant acknowledges sub800 as the effective cause of the introduction to the Landlord and the negotiations resulting in the Lease. Subject to the provisions of paragraph 5.2 below the Tenant, its affiliated entities and beneficiaries shall not negotiate, contract, or enter into a lease with the Landlord in respect of the Property (or any other premises under the Landlord’s control) without the prior execution of a sub800 services agreement (similar to this Agreement).
Explained
sub800 introduced you to the landlord. You (or related entities) agree not to deal directly with the landlord for this or other spaces without first signing a sub800 services agreement.
Clause 5.2
Should the Tenant take a lease (or other occupational interest) of any other part of the building in which the Property is situated the Tenant agrees to the provision of the Partnership Services to those other parts on terms materially similar to those set out in this Agreement.
Explained
If you lease more space in the same building, you agree that Partnership Services will also apply there on similar terms.
Clause 5.3
Should the Tenant or its agents proceed in breach of the obligations set out in this paragraph 5, the Tenant agrees to pay sub800 a sum equivalent to 20% of the first year’s annual rent immediately upon lease execution. The provisions of this paragraph shall apply for 24 months from the date of this Agreement and shall survive any lease or management agreement entered into between the parties. The parties agree that the payment under this clause represents a reasonable pre-estimate of sub800’s loss and does not constitute a penalty.
Explained
If you breach the non-circumvention terms, you must pay sub800 20% of the first year’s rent. This applies for 24 months and survives other agreements. It’s agreed to be a fair pre-estimate of loss, not a penalty.
Section 6: Termination & Disputes
Clause 6.1
sub800 may terminate immediately if you become insolvent or fail to make any payment required by this Agreement or the Lease within 7 days of the due date.
Explained
If you’re insolvent or 7+ days late on any required payment, sub800 can end the agreement right away.
Clause 6.2
sub800, acting reasonably, may terminate this Agreement on not less than 30 days’ written notice if it ceases to manage the Property or determines that continuation is commercially unviable.
Explained
sub800 can end the agreement with at least 30 days’ notice if it stops managing the property or continuing isn’t commercially viable.
Clause 6.3
If the Lease ends early for any reason, you remain liable for costs already incurred under this Agreement and amounts accrued will be attributed only to the period until the Lease ended.
Explained
If the lease ends early, you still owe any costs already incurred, prorated up to the end date.
Clause 6.4
Termination does not affect accrued rights and obligations.
Explained
Ending the agreement doesn’t wipe out rights/obligations that already existed.
Clause 6.5
Parties shall seek to resolve any dispute arising under this Agreement amicably and in good faith. If they cannot do so within 30 days of acknowledgement in writing by the recipient of the complaint, the dispute shall be referred to mediation in London in accordance such other procedure as the parties agree, acting reasonably, provided always that on expiry of the initial 30 day period sub800 may, at its absolute discretion, elect to terminate this Agreement with immediate effect and with no further liability to the Tenant (save for sums accrued up to the date of termination). If mediation does not resolve the dispute within 30 days, either party may escalate the matter in accordance with clause 8.5 below.
Explained
Try to settle disputes informally first. If not resolved within 30 days of written acknowledgement, go to mediation in London (or another agreed process). After 30 days, sub800 can choose to terminate immediately (you still owe accrued sums). If mediation fails within 30 days, either party can escalate under clause 8.5.
Clause 6.6
Provisions in this Agreement which expressly or by implication are intended to survive termination shall continue in full force and effect.
Explained
Any clauses meant to keep working after termination will continue to apply.
Section 7: Liability & Data Protection
Clause 7.1
sub800 shall not be liable for any indirect, consequential, or economic loss, including loss of profit, business interruption, or reputational damage. sub800’s aggregate liability under this Agreement shall not exceed the total Partnership Services fees paid in the six months immediately preceding the event giving rise to the claim.
Explained
sub800 isn’t liable for indirect or economic losses (like lost profits) and total liability is capped at the Partnership Services fees you paid in the prior six months.
Clause 7.2
sub800 shall not be liable for force majeure events (being those events beyond the reasonable control of sub800). For the avoidance of doubt, force majeure shall include (without limitation) strikes, supplier or contractor failure, cyber incidents, network outages, unavailability of building services, epidemic or pandemic events, or government-imposed restrictions.
Explained
sub800 isn’t responsible for events beyond its control (e.g., strikes, supplier failures, cyber issues, outages, pandemics, government restrictions).
Clause 7.3
Nothing in this Agreement excludes liability for death, personal injury or fraud. sub800’s liability is otherwise excluded to the fullest extent permitted by law, and in any case limited to the Partnership Services fees paid by you in the 6 months prior to the first claim made by you under this Agreement.
Explained
sub800 still has liability where the law requires (death/personal injury/fraud). Otherwise, liability is limited as far as legally possible, capped at the prior six months of Partnership Services fees.
Clause 7.4
The provisions of this paragraph 7 shall survive termination of this Agreement.
Explained
All the liability rules in section 7 continue after the agreement ends.
Clause 7.5
sub800 will process Tenant data in line with its published privacy notice from time to time and all applicable law.
Explained
sub800 uses your data according to its privacy notice and the law.
Clause 7.6
Each party shall comply with the UK GDPR and the Data Protection Act 2018. sub800’s lawful basis for processing Tenant data is the performance of this Agreement. Personal data shall be retained only for as long as necessary to fulfil contractual and regulatory obligations.
Explained
Both parties must follow UK GDPR and the Data Protection Act 2018. sub800 processes your data to perform this contract and keeps it only as long as needed.
Section 8: General Terms
Clause 8.1
This Agreement is personal to the Tenant and may not be assigned.
Explained
You can’t transfer this agreement to someone else.
Clause 8.2
Any invalid provisions in this Agreement shall not affect the validity of the remainder, and any delay in enforcing rights under this Agreement does not waive them.
Explained
If part of the agreement is invalid, the rest still stands. Not enforcing a right immediately doesn’t mean it’s waived.
Clause 8.3
sub800 may update these terms if required by law or regulation, or if in its reasonable opinion that change does not materially disadvantage you. Any changes of a material nature, which may be reasonably foreseen to cause disadvantage to you, must be agreed in writing and signed by both parties.
Explained
sub800 can make non-disadvantaging or legally required updates on its own. Any material changes that could disadvantage you must be mutually signed.
Clause 8.4
This Agreement is governed by English law and subject to English courts.
Explained
English law applies; disputes go to the English courts.
Clause 8.5
This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, negotiations or communications, whether written or oral, relating to its subject matter.
Explained
This is the complete deal—anything said or written before doesn’t apply anymore.
Clause 8.6
This Agreement may be executed electronically, and such execution shall have the same effect as a wet-ink signature.
Explained
Electronic signatures are valid and carry the same effect as physical signatures.
