These General Terms and Conditions of Sale (hereinafter “Terms and Conditions”) govern the contractual relationship between BRIGHTLY WAY (trading as b.offices) and its clients in the context of its consulting and strategic advisory services in corporate real estate. Any assignment entrusted to b.offices implies full and complete acceptance of these Terms and Conditions.

Article 1 – Purpose and Scope

The purpose of these Terms and Conditions is to define the conditions under which BRIGHTLY WAY, operating under the trade name b.offices, provides its services to its professional clients.

b.offices is an independent strategic advisory firm specializing in corporate real estate. Its core activities include:

– Strategic clarification of corporate real estate needs

– Development and analysis of scenarios (flexible office, serviced offices, traditional lease, multi-site locations)

– Organization of targeted and qualified site visits

– Decision arbitration and securing of real estate decisions through to move-in

– Specific strategic consulting assignments upon request

– Commercial intermediation in corporate real estate, in accordance with Law No. 70-9 of January 2, 1970 (Hoguet Law) and its implementing decree of July 20, 1972

b.offices does not sell real estate space and is not a listing platform. Its role is exclusively that of a strategic decision-making partner.

Article 2 – Clients and Conditions of Access to Services

The services of b.offices are exclusively intended for professionals (legal entities or natural persons acting in the context of their professional activity).

b.offices reserves the right to decline any assignment that does not meet its selection criteria or its intervention principles.

Profile of clients served:

– Executives (CEO, Founders, Managing Directors, COO)

– HR / People Departments

– Companies in growth, transformation, or internationalization phases

– Organizations with an established team

Article 3 – Assignment Terms

Each assignment is preceded by a preliminary discussion designed to qualify the project, understand the company’s challenges, and validate the relevance of b.offices’ intervention.

This discussion may take the form of a telephone call, video conference, or in-person meeting. It enables b.offices to confirm its ability to intervene and allows the client to express their needs and constraints.

The assignment begins upon written confirmation from the client (email or any other written medium), constituting acceptance of the conditions agreed between the parties.

Article 4 – Compensation and Fees

Primary business model: b.offices is compensated by operators and landlords in the context of real estate transactions. This model ensures independence of arbitration and the absence of structural conflict of interest with respect to the client.

Consulting fees: For certain specific strategic assignments (audit, market study, consulting without transaction), fees may be invoiced directly to the client. These fees are defined and accepted in the engagement letter.

Transparency: b.offices commits to informing its client, from the beginning of the assignment, of the nature and source of its compensation in the context of the relevant transaction.

Prices are stated in euros excluding tax (excl. VAT). BRIGHTLY WAY is subject to VAT at the applicable rate — Intra-community VAT number: FR60939365185.

Article 5 – Obligations of b.offices

BRIGHTLY WAY, operating under the name b.offices, commits to:

– Perform its assignment with care, competence, and independence

– Maintain strict confidentiality regarding all information communicated by the client

– Inform the client of the progress of the assignment and of any element likely to modify its course

– Never prioritize the transaction over the executive’s decision

– Refuse any biased recommendation or recommendation contrary to the client’s interests

The obligation of b.offices is an obligation of means. b.offices cannot guarantee a particular result (signing of a lease, obtaining a specific space, etc.), but commits to implementing all necessary means to accomplish the assignment.

Article 6 – Client Obligations

The client commits to:

– Provide b.offices with all information necessary for the proper execution of the assignment

– Designate a primary contact with decision-making authority

– Inform b.offices of any direct contact with an operator, landlord, or third party in the context of the supported real estate project

– Not circumvent b.offices by making direct contact with operators presented in the context of the assignment, under penalty of owing the corresponding fees

– Respect confidentiality commitments relating to information transmitted by b.offices

Article 7 – Confidentiality

The parties mutually commit to maintaining the strictest confidentiality regarding all information exchanged in the context of the assignment, whether of a commercial, strategic, financial, or operational nature.

This confidentiality obligation applies throughout the duration of the assignment and for a period of 3 years from the end of the contractual relationship.

The following are notably confidential: the financial data of the client company, the conditions negotiated with operators, the real estate strategies considered, and any document provided in the context of the assignment.

This clause survives the termination or expiration of the contract.

Article 8 – Termination of Assignment

Either party may terminate the ongoing assignment by written notification (email with acknowledgment of receipt or registered letter with acknowledgment of receipt), subject to a 30-day notice period.

In the event of termination at the client’s initiative, fees corresponding to work already performed remain due and will be invoiced in proportion to the progress of the assignment.

In the event of serious breach by either party of its obligations, the aggrieved party may terminate the contract without notice, after formal notice that has remained without effect for 8 business days.

Termination does not entitle the client to a refund of fees already paid for services actually performed.

Article 9 – Liability of b.offices

The liability of BRIGHTLY WAY can only be engaged in the event of proven fault in the performance of its services.

In any event, the liability of BRIGHTLY WAY is limited to the amount of fees actually received for the assignment concerned.

BRIGHTLY WAY cannot be held liable for indirect, intangible, or consequential damages suffered by the client (loss of revenue, loss of profit, commercial harm, etc.).

BRIGHTLY WAY maintains Professional Liability Insurance (PL) covering its consulting and intermediation activities in corporate real estate.

Article 10 – Intellectual Property of Deliverables

All analyses, summaries, strategic notes, recommendations, presentations, and any other document produced by b.offices in the context of its assignments remain the exclusive and complete property of BRIGHTLY WAY, without exception.

No document, deliverable, or work product is transmitted to the client. b.offices retains all of its productions in its possession.

Advice delivered orally or in the context of discussions does not give rise to any document delivery. The client cannot claim any right to the work performed by b.offices, regardless of the nature of the commercial relationship.

The methods, tools, analytical frameworks, and know-how of b.offices remain in all circumstances the exclusive property of BRIGHTLY WAY.

Article 11 – Data Protection in the Contractual Relationship

In the context of performing its assignments, BRIGHTLY WAY processes personal data relating to the client’s contacts and representatives.

This data is processed in accordance with BRIGHTLY WAY’s data protection policy and the GDPR (Regulation EU 2016/679).

BRIGHTLY WAY commits not to use this data for purposes other than those necessary for the performance of the assignment.

The client ensures that its own representatives have been informed of the communication of their data to b.offices in the context of the assignment.

Article 12 – Applicable Law and Dispute Resolution

These Terms and Conditions are governed by French law.

In the event of a dispute relating to the interpretation, performance, or termination of an assignment, the parties commit to seeking an amicable solution within 30 days from notification of the dispute.

In the absence of an amicable agreement, any dispute shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris, notwithstanding multiple defendants or third-party claims.

These Terms and Conditions apply exclusively to B2B relationships (between professionals). They do not constitute Terms and Conditions intended for consumers within the meaning of the Consumer Code.

b.offices — BRIGHTLY WAY SAS — RCS Paris 939 365 185 — VAT FR60939365185

1 rue de Stockholm, 75008 Paris — +33 7 67 20 88 83 — contact@b-offices.com — www.b-offices.com