Commercial Lease

The parties/signatories to this agreement are advised that signature of this document will have legal consequences. Where either party is unsure or does not understand the legal obligations and responsibilities placed upon them under this agreement, they are advised to seek legal advice before signing.

COMMERCIAL LEASE AGREEMENT

for the Private Sector in Scotland

1. PARTIES:

I. Landlord:

________ (________) whose registered office is at:

________

(hereinafter called "the Landlord" which expression shall include their successors and assignees whomsoever)

II. Tenant:

________ whose registered address is at:

________

(hereinafter called "the Tenant" which expression shall include, where the context permits, the assignees and successors of the Tenant)

The parties have hereby agreed and do agree as follows:

2. DEFINITIONS AND INTERPRETATIONS

I. Definitions:

a. "the Premises" means the property owned by the Landlord, as specified in this Agreement in the clause titled "THE PREMISES";

b. "the Common Parts" means any and all of the the common parts and areas of the Premises, rights of access and other areas of the site in use by the Tenant and any other relevant persons;

c. "the Landlord" means the person or persons as specified to be Landlord under this Agreement and any and all persons deriving title from the Landlord;

d. "the Tenant" means the designated Tenant under this agreement and where so permitted any assignees or sub-Tenant as permitted under this agreement and, where the Tenant is an individual, any personal representatives of the Tenant;

e. "the Agreement" means this lease and any document which is supplemental hereto or which is expressed to be collateral herewith or any document which is entered into in accordance with the terms of this Agreement;

f. "assignation" means where the Tenant transfers their property rights under this Agreement to another person where so permitted under this agreement and with the prior written permission of the Landlord;

g. "the period of this lease" means the duration that this lease will be granted for as specified in this Agreement together with any continuation of that duration thereof;

h. "the Planning Acts" means the Town and Country Planning (Scotland) Act 1997, the Planning (Listed Buildings and Conservation Areas) (Scotland) Act 1997, the Planning (Hazardous Substances) (Scotland) Act 1997, the Planning (Consequential Provisions) (Scotland) Act 1997, the Planning etc (Scotland) Act 2006 and any other Act of Parliament and Act of the Scottish Parliament which may from time to time come into force relating to the use, development and occupation of land;

i. "data protection laws" means the relevant laws, statutes, legislation, orders, regulations or any other relevant rules which may be applicable to the processing of personal data to which a party to this agreement is subject to, including the Data Protection Act 2018 and any modification thereof;

j. "jointly and severally liable" means that, where there is more than one Tenant, each Tenant shall be fully and jointly liable for the obligations of all other Tenants as set out under this agreement and where there is more than one Landlord, each Landlord shall be fully liable for the obligations of the other Landlord(s) to the Tenants as set out under this agreement;

k. "rent" means the amount payable by the Tenant to the Landlord as set out under this agreement. This includes any sums due in relation to any insurance, repairs, maintenance or services.

II. Interpretations:

a. Words which import the neuter gender only shall include the masculine and feminine genders; words importing the masculine gender only shall include the feminine gender and vice versa.

b. Words which import the singular only shall also include the plural and vice versa; where two or more persons are included in the expression "the Tenant", or any variation thereof, obligations contained within this agreement which are to be made by the Tenant shall be binding jointly and severally on them and their respective representatives and executors.

c. Where the Tenant is a firm or a partnership the obligations of the Tenant as set out in the agreement shall be binding jointly and severally on all persons who are or become partners of the firm at any time during the period of this lease and any representatives, executors, the whole firm and its stock, funds, assets and estate and all obligations under this agreement shall continue to be binding regardless of any change or changes which occur within the firm or partnership through the creation of a new partner or partners or due to the bankruptcy, retrial or death of any individual partner.

d. Words importing persons include companies and vice versa.

e. Reference to any Act of Parliament shall include any modification, reenactment, amendment or extension thereof for the time of it being in force and shall also include all orders, plans, regulations, directions, permissions, bye-laws and instruments for the time being made, issued or given thereunder or deriving validity therefrom.

f. Where any obligation placed on a Tenant under this agreement provides for the Tenant not to do an act or thing this shall include an obligation not to permit such act or thing to be done and to prevent any such act or thing being done by a third party.

g. Any reference to the necessary consent or approval of the Landlord or words and phrases with similar effect shall mean the consent or approval of the Landlord in writing executed by or on behalf of the Landlord.

h. Where there is any reference to the right of the Landlord to have access to the Premises this shall be understood as to extend this right to any persons authorised to do so on behalf of the Landlord including but not limited to workmen, contractors, agents, professional advisors and others.

3. THE PREMISES

I. The Premises let under this agreement are:

________

II. The area of the Premises specified above that shall be be leased to the Tenant is described as follows:

________

III. The premises shall include:

a. all and any of the Landlord's fixtures and fittings of every kind which shall from time to time be present on or in the Premises, with the exception of any tenants' fixtures as may and can be removed from the Premises without causing material defect;

b. any equipment, leads, cables, pipes, apparatus or others which serve the Premises;

c. all and any additions and improvements to the Premises where so allowed;

d. all and any floor and ceiling finishes; and

e. the internal walls relevant to the Premises being let to the Tenant and the inner half severed medially of any internal walls separating the Premises from any other party of the property not let to the Tenant.

4. RENT, DURATION AND USE

I. In consideration of the rents hereinafter specified and of the obligations undertaken by the Tenant as set out in this Agreement, the Landlord hereby lets to the Tenant, excluding assignees and sub-Tenants except for those specifically provided for in this Agreement, ALL and WHOLE of the Premises TOGETHER with any and all common areas that the Tenant is entitled to access and use subject to compliance with any relevant conditions as made apparent in this Agreement or by the Landlord at anytime hereafter in writing to the Tenant or any relevant conditions, servitude rights, exceptions and reservations as are in favour of the Landlord and their Tenant and all other persons who now have or may be granted by the Landlord such servitudes and others TO HOLD the Premises as a Tenant and accepts their present condition as fit for the purposes for which they are let for the period from and including the day of ________ (hereinafter called "the date of entry") until and including the day of ________ and thereafter on a rolling and continuing basis, unless previously terminated by the Landlord on not less than ________ notice. Details of the rent payable are as follows:

a. The Tenant shall pay rent to the Landlord on a monthly basis paying the rent of £________ (________) per month to the Landlord during the period of the lease.

b. The first payment of rent shall be due on or before the ________. Thereafter payments shall be made monthly from this date to the Landlord by the Tenant with each payment of rent covering the month immediately following the month in which payment is received.

II. The Premises shall be let for only for the following use:

________

5. DEPOSIT

I. The Tenant shall pay to the Landlord before the date of entry of the period of this lease a deposit of £________ (________). This shall be held by the Landlord throughout the period of this Lease.

II. The deposit will be able to be used by the Landlord in the following ways:

a. The Landlord shall be entitled to use any sums from the deposit to remedy any breach of obligation by the Tenant contained herein and where the Tenant terminates this agreement by serving notice to the Landlord before the end of the initial period herein contained, the Landlord shall have the right to retain ownership of the deposit and the Tenant shall accept that they have no right to request the return of said deposit to them.

b. Where this Agreement is terminated by the Landlord as a result of the Tenant being in arrears in payment of rent or any other payment required to be made by the Tenant under any obligation herein contained or where the Tenant becomes insolvent or shall make any arrangement with any creditors or shall suffer any diligence to be brought or levied against the Premises or the contents thereof or being a company shall go into liquidation whether compulsory or voluntary (except where a solvent company is voluntarily liquidated in order to be amalgamated or reconstructed on terms approved by the Landlord in writing) or suffer receiver or administrator to be appointed then and in any such case it shall be lawful for the Landlord to retain ownership of the deposit and the Tenant shall forfeit any right to request the deposit and any remaining balance thereof be returned to them.

III. Where this agreement has not been terminated before the end of the initial period and has not been been irritated or terminated by the Landlord due to any fault or breach of obligation by the Tenant, the Tenant shall be able to request the return of their deposit or any remaining balance of such deposit from the Landlord. The Landlord shall not unreasonably withhold the deposit from the Tenant. Where the Landlord has used sums from the deposit to remedy any breach of obligation under this Agreement by the Tenant or damage incurred to the Premises as a result of the actions of the Tenant or any persons connected therewith, the Tenant shall not be entitled to request the deposit be restored to its original value.

6. RENT REVIEW

I. On or before the 1st day of January in the year ________ (each and any such date being referred to as a "relevant date of review") the Rent that is payable under this agreement shall be increased to an amount (hereinafter called "the revised rent") that reflects the market rental value of the Premises at the relevant date such a review shall take place.

II. The "market rental value" of the Premises, as referred to above, shall mean the amount agreed between the Landlord and the Tenant at the date of the review with such amount reflecting the best rental value of the Premises for the remaining period of the lease, or for such period until any other rent review shall be held, on the open market as it would be between a willing tenant and willing landlord without any payment of premium or grassum by the tenant and with vacant possession and assuming that all parts of the Premises shall be available and able to be used for the purposes permitted by this Agreement and that the Premises would be let upon terms where a willing tenant would commence paying rent immediately upon the relevant date of review. In determining the market rental value of the Premises no account shall be taken of: the effect on rent of any works or improvement undertaken by the Tenant or any sub-Tenant; the destruction of or damage to the Premises and any other parts thereof; any restriction contained within this Agreement on the use of or assignation or sub-letting of the Premises; any rent free period, reduction in rent, reverse premium or other financial inducement to the Tenant at the commencement of this Agreement or when the Tenant took entry of the Premises; any effect of rent on any obligation of the Tenant arising under this Agreement and in all other respects on the terms and conditions of this Agreement but excluding the amount of rent payable hereunder but with provision for upward only rent review on the same terms and with the same frequency as is stated in this Agreement.

III. Where by the relevant date of review as aforesaid the Landlord and the Tenant cannot agree on the market rental value amount then the parties shall nominate a Surveyor who is either an associate partner or partner or Consultant in a firm of Surveyors and has the relevant and necessary experience in letting and valuing commercial properties similar to that of the Premises or where the parties cannot agree on who to nominate the Senior Office Holder of the Scottish Branch of the Royal Institute of Chartered Surveyors will determine the market rental value as aforesaid and their decision shall be binding upon the Landlord and the Tenant.

IV. Under no circumstances shall the rent payable after any rent review be less than the rent that was payable before the review took place.

V. Where the amount of the revised rent has not been agreed between the parties by the relevant date of review the Tenant shall continue to pay to the Landlord the rent hereinbefore provided at the specified frequencies as aforesaid in this Agreement until such time as the revised rent has been agreed between the parties and where and when agreement of the revised rent is reached between the parties the Landlord shall reserve the right to backdate such rent to the relevant date of review so that the Tenant shall pay the difference between the revised rent and the rent actually paid by the Tenant during the period between the relevant date of review and the agreement of such revised rent between the Landlord and the Tenant.

VI. Any acceptance by the Landlord at any time on or after the relevant date of review of a payment of rent at the rate that was payable before such relevant date of review shall not constitute an acceptance by the Landlord that the previous rate of rent shall be the revised rent from the relevant date of review and neither shall this prejudice the Landlord from beginning the process of rent review on or after the relevant date of review or from collecting from the Tenant the revised rent payable from such relevant date of review as aforesaid. Any acceptance or demand after the relevant date of review of rent at the rate that was payable before such relevant date of review shall not constitute or be deemed to constitute a waiver or abandonment by the Landlord of their right to hold any such rent review from the relevant date of review as herein contained.

VII. When the revised rent that shall be payable after the relevant date of review has been agreed upon by the Landlord and the Tenant in accordance with the terms herein contained the parties shall as soon as possible execute a memorandum specifying the amount of the revised rent.

7. TENANT'S OBLIGATIONS

I. The Tenant undertakes and agrees to pay the rent herein stipulated at the times and in the manner aforesaid and without any retention, deduction or set-off save as aforesaid.

II. The Tenant shall pay any interest at the prescribed rate to the Landlord, without prejudice to any other right, remedy or power herein contained or otherwise available to the Landlord, on demand for any rent or any other sum of money payable under this Agreement that shall become due but remain unpaid from the date such payment became due until payment thereof.

III. During the period of the lease, the Tenant shall pay and bear all and any existing and future rates, taxes, duties, charges, impositions, assessments and outgoings whatsoever (whether parliamentary, national, parochial, local or otherwise and whether or not of a capital or non-recurring nature) which now are or which may at any time hereafter during the period of the lease be charges, levied, assessed or imposed upon the Premises or upon the owner or occupier in respect thereof or which arise from this Agreement.

IV. At all times and from time to time at its own expense the Tenant shall execute all work or works as are or may under or in pursuance of any Act of Parliament (including but not limited to the Factories Act 1961, the Offices, Shops and Railways Premises Act 1963, the Fire Precautions Act 1971, the Health and Safety at Work etc. 1974 Act and the Environmental Protection Act 1990) already or hereafter to be passed, directed or required to be done or executed upon or in respect of the Premises or the Tenant's use thereof whether by the owner and/or the Landlord and/or the Tenant thereof and to comply with all the requirements of any Act of Parliament already or hereafter to be passed and all notices which may be served by any public, local or statutory authority and not to do or permit to be done on the Premises any act or thing whereby the Landlord may become liable to pay any penalty imposed or to bear the whole or any part of the expenses incurred under any such Act or notice as aforesaid and to pay the due proportion thereof applicable to the Premises in respect of such works so required to be carried out on any Building of which the Premises form part.

V. The Tenant must allow and permit the Landlord, and all and any other persons authorised by the Landlord, at all reasonable times with with or without workmen, where the Tenant has been given reasonable notice (except in cases of emergencies), to enter upon the Premises to inspect and examine the state of repair and condition of the Premises and to take a schedule of the Landlord's fixtures and fittings and of any apparent dilapidations and to exercise the rights reserved to the Landlord as set out under this Agreement.

VI. The Tenant agrees and undertakes not to bring or permit to be brought onto the Premises or store or place or permit to be stored or placed or to remain in or about the Premises any article or thing which is or may become dangerous, inflammable, radioactive or explosive and not to carry on or do or permit to be carried or or done thereon any hazardous trade or act in consequence of which the Landlord would or might be prevented from insuring the Premises, the Building or any other part or property thereof owned by the Landlord for the time being at the ordinary rate of premium or whereby any insurance effect in respect of the Premises, the Building or any such other part of the property would or might be vitiated or prejudiced and not without the written consent of the Landlord to do or allow to be done anything whereby any additional premium may become payable for the insurance of the Premises, the Building or such other property or any parts thereof; And in the event of the Premises or any part thereof being destroyed or damaged by any risk ordinarily deemed to be an insured risk and the insurance money under any insurance against the same being wholly or party irrecoverable by reason solely or in part of any act, neglect, default or omission of the Tenant or the Tenant's agents, employees or invitees or any other person thereof for whom the Tenant is legally responsible, then and in every such case the Tenant shall pay to the Landlord the whole or, where so required, the irrecoverable portion of the cost (including professional and other fees) of completely rebuilding and reinstating the same.

VII. The Tenant shall not to allow to pass into drains, watercourses or sewers serving the Premises any deleterious or noxious effluent or substance which may cause obstruction or damage to any drains, watercourses or sewers and, where any obstruction or damage to any drains, watercourses or sewers is found to be apparent as result of the actions of the Tenant, the Tenant shall make good all such damage to the satisfaction of the Landlord.

VIII. The Tenant agrees not to place, store or keep or permit to be placed, stored or kept in the Premises without the written consent and approval of the Landlord any heavy articles or things in such quantity or weight which would overload, or cause damage to, or in the opinion of the Landlord would be likely to overload or cause damage to, the floors or structure of the Premises and not to permit or suffer the electrical circuits of the Premises and any part thereof to be overloaded.

IX. The Tenant agrees and undertakes to use the Premises only for its specified purpose and use as set out under this Agreement and not to carry on, use or permit the Premises to be used for any noisy, offensive or dangerous trade, manufacture, business or occupation, nor for any illegal or immoral purpose, nor to do or suffer to be one on the Premises any act or occurence or thing that in the opinion of the Landlord may or will become a nuisance, annoyance, damage, disturbance or inconvenience to the prejudice of the Landlord or to the occupiers or owners of any relevant adjoining or neighbouring properties, nor to make or suffer to be made any common parts of the Premises (or parts not let to the Tenant) untidy, littered or obstructed and to use the Premises and any common parts with the utmost consideration for all and any other occupiers of the Premises and to keep the Landlord fully indemnified in relation to and against all actions, proceedings, damages, costs, expenses, demands and claims whatsoever arising out of or in consequence of any breach or non-observance of the foregoing obligations and without prejudice to the foregoing generality not to use or permit the Premises to be used otherwise than as the following:

________

provided that the Tenant always hereby acknowledges and admits that notwithstanding the foregoing provisions the Landlord does not thereby or in any other capacity give or make nor has given or made at any other time any representation or warranty that any such use is or will be or will remain a permitted use within the provisions of the Planning Acts or the title deeds of the Premises, nor shall any consent in writing which the Landlord may hereafter give to any change of use be taken as including any such representation or warranty and that notwithstanding that any such use as aforesaid, the Tenant shall remain fully bound and liable to the Landlord in respect of the obligations undertaken by the Tenant by virtue of this Agreement without any compensation, relief or recompense of any kind whatsoever.

X. The Tenant agrees and undertakes not to divide, remove, cut, damage, injure, maim or alter the Premises, nor shall the Tenant be permitted to combine the Premises with any adjoining premises or to make any alterations or additions to the Premises and any other property owned by the Landlord for the time being except with the previous written consent and approval of the Landlord and in accordance with all and any specifications and drawings which have been previously submitted to the Landlord in writing by the Tenant, provided that as a condition of giving consent the Landlord can require the Tenant at any time prior to the termination of this Lease that any such alterations and additions carried out by the Tenant shall be removed from the Premises forthwith and the Premises shall be reinstated to their former state in an efficient and good manner by and at the cost of the Tenant to meet a standard of the Landlord's satisfaction; and where the Tenant is found to have breached this condition the Tenant shall immediately upon receiving written notice from the Landlord take all measure to ensure the Premises is reinstated to its former state and that any and all alterations which have not been approved by the Landlord shall be removed in a timely and efficient manner; furthermore failure by the Tenant to observe this condition shall result in it being lawful for the Landlord with or without Agents and materials to enter the Premises and remove any alterations or additions and carry out all works as are deemed necessary by the Landlord to reinstate the Premises to their former state and the expense of this (including surveyors' and other professional fees) shall be paid by the Tenant to the Landlord on demand.

XI. Before or immediately proceeding the 1st day of January in each year during the period of this lease, the Tenant shall carry out the following works, specifically to properly prepare to be painted with at least two coats of quality external paint, grain, varnish and colour all any external wood and metal work and other parts of the Premises which are usually painted, grained, varnished and coloured and all additions thereto which have been previously painted, treated or coloured and as often as may be necessary or on request by the Landlord to wash, brush down, restore, make good and repoint and clean all the stonework, brickwork and any and all other stone finish (if any) of the Premises with all external works to be carried out in an efficient and proper manner with all works being approved by the Landlord in relation to their method, colour, appearance and general conformity with the original appearance and painting of the Premises provided that the Tenant shall always given written notice to the Landlord of their intention to carry out such works.

XII. Before or immediately proceeding the 1st day of January in each year during the period of this lease, the Tenant shall be required to paint the interior of the Premises, including all the inside wood, metal work, stucco plaster, brick and block work and cement parts which are usually painted or which the Landlord may require to be so, in a efficient and workmanlike manner with at least two coats of good quality paint and after such painting of the interior the Tenant undertakes to grain, paper (with paper of suitable quality), varnish, whitewash or emulsion, paint and colour all and any parts of the interior of the Premises as are usually in the state or which the Landlord may require to be in such state.

XIII. The Tenant undertakes to keep the windows of the Premises dressed in a manner that is suitable to the Landlord and in keeping with the quality and standard of the parade of shops in the surrounding area of the Premises or to a higher standard in the Landlord so requires and to illuminate the windows of the shop each day from ________ until ________ and to display or allow to be displayed any goods or wares in such shop windows or from any permanent immovable showcase within the shop entrance of the Premises or from a window display that forms an integral part of the layout of the shop entrance and all such displays shall have been previously approved by the Landlord with this approval not unreasonably withheld so long as all displays comply with any relevant and necessary requirements imposed by the Local Authority or Local Planning Authority in connection with the use of the Premises for the purpose of the authorised business.

XIV. The Tenant undertakes not to prejudice servitudes by building or otherwise to block or darken any window or light in the Premises, neither to block or obstruct any access of light which is enjoyed to any Premises which is in the ownership of the Landlord or that the Landlord has a vested interest therein, or in any person in trust for it, nor to permit any new wayleave, servitude, privilege or encroachment to be made or acquired into against or upon the Premises, and in case any such servitude, right, encroachment or privilege shall be made or attempted to be made to give immediate notice thereof to the Landlord, and shall permit the Landlord and any agents acting on its behalf to enter upon the Premises in order to determine the nature of any right, privilege, servitude or encroachment, and where requested by the Landlord but at the cost of the Tenant to adopt any relevant means that may be reasonably required in order to prevent any encroachment or the acquisition of any such servitude right, privilege or encroachment.

XV. The Tenant undertakes not to allow or give any acknowledgment to third parties that the Tenant enjoys any access or right to light in any of the windows, entrances or openings in the Premises due to the consent of such a third party and neither shall the Tenant pay any sum of money to enter into any agreement with a third party with the intention of binding or inducing such a third part to refrain from obstructing the access of light to any windows or openings, and in the event of any of the owners or occupiers of adjacent land or buildings doing or threatening to do anything which obstructs the access of light to any of the said windows or openings, and in the event of any of the owners or occupiers of adjacent land or buildings doing or threatening to do anything which obstructs the access of light to any of the openings or windows of the Premises, to notify the Landlord of this and to permit the Landlord to bring such proceedings as it may deem appropriate in the name of the Tenant, and at the cost of the Tenant, against any occupiers or owners of the land which is adjacent in respect of the obstruction of the access of light to any of the windows or openings in the Premises.

XVI. The Tenant undertakes not to make any claims or bring any actions, during the period of this lease, or to demand as a result of damage to the Premises caused by the construction or erection of any building or the alternation of any building on any and all land adjacent, neighbouring or opposite the Premises for which the Landlord has given its consent or that the Landlord may give its consent pursuant to any power so reserved under this Agreement, or in relation to any servitude right or privilege granted or to be granted by the Landlord for the benefit of any land or building erected or to be erected on any land adjacent, opposite or neighbouring the Premises and, where so required, to concur with the Landlord at its expense on any consent which it may give or any grant which it may make as hereinbefore mentioned.

XVII. The Tenant agrees and undertakes to pay and reimburse to the Landlord all and any expenses, costs and charges (including but not limited to solicitors', counsels', architects', surveyors' and other professional fees, costs and commission payable to a messenger-at-arms or sheriff officer) incurred by the Landlord:

a. for the preparation and execution of this lease;

b. relating to the preparation and service of all and any official notices and schedules incidental to necessary repairs or which require the Tenant to remedy any breach of any of the obligations contained within this Agreement whether they are served during the period of this lease or after its expiry;

c. in order to remedy any breach of obligation by the Tenant or payment of any sums which are overdue by the Tenant under this Agreement.

XVIII. The Tenant shall ensure that the Premises are appropriately equipped and supplied with all and any fire fighting extinguishing apparatus and appliances, which shall be inspected and maintained to a standard that satisfies the Landlord, so as to comply with all necessary requirements and obligations under the Fire Precautions Act 1971 and any amendment thereof, or any other Act of Parliament, the Fire Officers' Committee Code of Practice or any other relevant legislative or statutory instrument or body and not to prevent access to or the means of working such apparatus and appliances by the Tenant's operations at or connected with the Premises.

XIX. The Tenant shall always perform in complete conformity with the requirements of the insurers appointed by the Landlord in relation to buildings insurance any such works as may be required by the insurers for the protection of the Premises, and to observe and comply completely with the terms and conditions and any other requirements affecting the Premises or the permitted use of the Premises contained in any insurance policy maintained in respect of the Premises.

XX. The Tenant shall at all times comply with the Planning Acts in the following manner:

a. to comply with the provisions and requirements of the Planning Acts, whether as to the authorised use or otherwise, and to indemnify and keep indemnified, during and after the expiration of the period of this lease, the Landlord against all and any liabilities, expenses and costs in relation to any contravention of the Planning Acts;

b. in compliance with the provisions herein contained at the expense of the Tenant, to acquire all and any planning permissions and to serve any notices which will be required for the execution of any activities on the Premises which could or will constitute Development as is defined in section 26 of the Town and Country Planning (Scotland) Act 1997 on the condition that no application for planning permission shall be made where the Landlord has not given their previous consent for such an application;

c. in compliance with any statutory rules that provide otherwise, the Tenant undertakes to pay, fulfil and satisfy any charge or levy that may hereafter be imposed under the Planning Acts in relation to the execution or maintenance of any such activities, or the commencement or the continuance of any such use;

d. regardless of any consent which may be granted by the Landlord under this Agreement, the Tenant shall not carry out or make any alterations, changes or additions to the Premises or any change of use until:

first. any and all relevant and necessary notices required under the Planning Acts have been served and copies have been produced to the Landlord;

second. all necessary and relevant permissions required under the Planning Acts have been acquired and provided to the Landlord; and

third. the Landlord has recognised and accepted that every necessary planning permission is acceptable to them.

The Landlord shall be entitled at all times during the period of the Lease to refuse to recognise or acknowledge their acceptance of any planning permission as a result of any stipulation or condition contained within it, or anything that is omitted from it, or the period stipulated within the permission, would be or would be likely to be detrimental to the Landlord's interest in the Premises or any part thereof.

e. Where it is reasonable to do so, the Landlord can require the Tenant to appeal against any refusal to grant planning permission or against the imposition of any conditions on a planning permission relevant to the Premises that has been applied for by the Tenant and this shall be done at the cost of the Tenant.

XXI. The Tenant shall inform the Landlord where any notice, order, requisition, direction or other thing has been received by the Tenant which may be capable of adversely affecting the Landlord's interest in the Premises or any part thereof and provide a copy of the relevant document to the Landlord at the expense of the Tenant.

XXII. Where the Premises is subject to any damage or destruction the Tenant shall give notice of this to the Landlord immediately providing details on the extent and scale of any such damage or destruction and the cause thereof.

XXIII. The Tenant agrees and undertakes to inform the Landlord immediately in writing where any defect is found in the Premises and such defect may lead to a duty imposed by the title deeds, common law or statute on the Landlord in favour of any person.

XXIV. The Tenant shall perform, comply and observe with all agreements, burdens, conditions, obligations and other such instruments contained or referred to in the title deeds and keep the Landlord indemnified against any and all proceedings, actions, charges, costs, claims and demands which relate thereto.

XXV. The Tenant agrees and undertakes to perform and observe, at all times throughout the period of this lease, any conditions and regulations which shall or may be made reasonably by the Landlord from time to time for the good upkeep and management of the Premises and any parts thereof, or for the convenience and safety of the Tenant and any persons connected to them, and to ensure all reasonable steps are taken to secure observance and compliance with any and all such conditions and regulations by any of the Tenant's staff, visitors and any other persons connected to them.

XXVI. The Tenant shall allow the Landlord during the during the relevant notice period before the termination of this Agreement, as herein contained, to affix and retain without interference upon any part of the Premises a notice for the disposal of the same lease or sale, and to allow any persons authorised by the Landlord or their agents at reasonable times to view the Premises on the condition that such notice does not prevent the Tenant carrying out their normal business activities.

XXVII. Immediately or prior to the expiration of the lease or sooner determination of the period of this lease at the cost of the Tenant, the Tenant agrees and undertakes:

a. to vacate and return the Premises to the Landlord peaceably and in good and substantial repair and condition and to replace any of the Landlord's fixtures and fittings which may be missing, removed, broken, damaged or destroyed with others of an equal or similar character and value.

XXVIII. The Tenant undertakes to pay any VAT as follows:

a. to pay Value Added Tax to the Landlord at the relevant rate that is in force and legally payable for the period of the Lease in respect of all and any moneys due to be paid by the Tenant under this Agreement and where the Tenant undertakes to pay any sum of money due under this Agreement that sum shall be treated as being exclusive of all Value Added Tax which may from time to time be legally payable thereon;

b. without prejudice to the foregoing generality, any rents or other sums payable under this Agreement shall, regardless of any present or future statutory provision to the contrary, be exclusive of any Value Added Tax chargeable thereon (whether or not it is chargeable as a result of any change in the law and whether or not it is chargeable as a result of the exercise by the Landlord, the Tenant or the Landlord and the Tenant jointly of any option in respect of the charging of Value Added Tax); and

c. where the Landlord has an option to charge Value Added Tax the Tenant shall hereby and irrevocably consent to the Landlord freely exercising that option to the extent from time to time permitted by the law.

XXIX. During the whole of the duration of the Lease, the Tenant shall insure and keep insured all and any equipment belonging to them which is used or kept within the Premises and shall at all times maintain public liability insurance in relation to all access to the Premises by all and any persons throughout the period of the Lease. On demand from the Landlord, the Tenant shall provide a certificate from the insurers proving what sums the public liability insurance has been effected and to what date the premiums have been paid.

8. 28882888'5 88252855885

I. 552 25258255 525228 525 5252525228 2552 25288525 2552 252 522522 5252858 525 2582888 828 28882528228 525 588 22525 828258528228 58 822 252 52525 2588 825222222 525 2528 252 52228 525 22525 25222228 525282 8282585225 252 522522 85588 525 252 225825882 5285 525 22222 252 25228828 555822 252 225825 22 2588 22582 2522 2522 522 858258 822255522822 82 252 25258255 25 522 225822 5825225882 88582822 2552525, 52525 25 82 25582 225 82.

II. 552 25258255 85588 2552525252 252 225825 22 2588 22582 828552 525 2222 8285525 252 25228828 525 522 2552 2525222 5258282 588 225258 525 8285525 58828 8825 252 522282225 82855258 82 252 2588 5282825222222 85852 2525222 525 8888, 82 5258225882 52858525, 2525582 22 252522522 5 82528288522 2522 252 82855258 8252822 252 52828522 85852 2552 252 25228828 552 8285525 225 525 22 8552 5522 25282 25228528 5582 8222 2585. 552 25258255 85588 222 82 82525 82 2588 2888252822 85252 522 582, 2228282, 5225582 25 22888822 22 252 522522 25 252 522522'8 522228, 222822228 25 82882228 25 522 22525 25522 225 852 252 522522 88 8225882 52822288882 85588 85582 8585 828555282 22 82 88285225.

9. ASSIGNATION AND SUB-LETTING ETC.

Not at anytime during the period of this Lease shall the Tenant assign, sub-let or otherwise dispose of or for any purpose in any way deal with the Tenant's interest in or part with or share possession or occupation of the Premises or any part thereof.

10. PROVISOS

I. Nothing that is contained within this Agreement shall implicate by the law or otherwise operate or be regarded as to confer upon the Tenant any servitude right or privilege whatsoever over or against any and all neighbouring or adjoining properties which now or may hereafter belong to the Landlord which would or might restrict or prejudicially affect the future rebuilding, alteration or development of all and any such adjoining or neighbouring property and the Landlord shall reserve the right at any time to make such alterations to or to demolish and redevelop or rebuild any such adjoining property as it may deem fit without obtaining any consent from or making any compensation to the Tenant.

II. Nothing contained within this Agreement shall imply or impose or be deemed to impose a restriction of any kind on the use of the land or building or premises not accounted for in this Agreement neither shall anything contained within this Agreement grant the Tenant the benefit of or the right to enforce or have enforced or to allow the release or modification of any agreement, condition or undertaking entered into by any purchaser from or by any Tenant or occupier of the Landlord relating to any property which is not accounted for within this Agreement or to prevent, hinder, impede or restrict in any way the development of any land not accounted for in this Agreement but not so as to interfere with or affect the peaceful enjoyment and use of the Premises by the Tenant.

III. The Tenant shall not be entitled upon quitting the Premises and any part thereof to make any claim or demand for compensation from the Landlord under any Act of Parliament whether enacted before or after the date hereof except where any Act of Parliament forbids or changes the right to compensation being excluded or reduced by any such agreement.

IV. Where in any such case the Premises or any part thereof shall be destroyed or become so damaged by means of an Insured Risk that it becomes unfit for occupation or use and the applicable insurance policies have not been vitiated or any payment of sums due for the policies has not been refused in whole or in part as a result of any act or default on the part of or allowed by the Tenant then all rents that are stipulated under this Agreement or a reasonable, fair and just proportion thereof commensurate with the nature and extent of the damage sustained shall be suspended and cease to be payable until whichever date is earlier of:

a. the date upon where the Premises shall again be rendered fit for occupation and use; or

b. the date occurring three years after such damage or destruction.

provided always that notwithstanding any rule of law that permits otherwise the Lease shall not cease to operate in the event that the Premises become damaged or destroyed to such extent rendering them unfit for use or occupation but rather that this Agreement shall remain in full force and effect apart from the agreed cease of rent payments.

V. Any reference to any notice, request or consent under this Agreement shall have to be made in writing. Any and all notices to the Tenant shall be sufficiently served if sent by email to the relevant email address supplied to the Landlord by the Tenant on or before the start date of this Lease and any notice sent by email shall have been deemed duly served after 48 hours after the day of sending. Any notice to the Landlord shall be sufficiently served if sent by email to the relevant email address supplied to the Tenant by the Landlord on or before the start date of this Lease and any notice sent by email shall have been deemed duly served 48 hours after the day of sending. In proving service of any such notice it shall be sufficient to prove that the email was sent and addressed to the Tenant or the Landlord (as the case may be) in accordance with this Clause and was sent to the relevant email address as provided by the relevant party. Each party shall have a duty to update the other immediately upon any change of email address to where notices shall be served.

VI. Any demand for rent or any acceptance of rent, or any other sum due and payable by the Tenant under this Agreement, by the Landlord or its agent with knowledge of any breach of the obligations on the part of the Tenant under this agreement shall not be or be considered to be a waiver wholly or partially of any such breach. Any breach of obligations by the Tenant shall be considered to be a continuing breach and the Tenant and any person in possession of or holding any interest under or through the Tenant shall not be entitled to set up any such demand for or acceptance of rent by the Landlord or its agent as a defence in any action for irritancy or otherwise.

VII. Where there are other occupiers present on the property owned by the Landlord but separate from the Premises set out under this Agreement to be leased by the Tenant, any dispute between the Tenant and other occupiers relating to any servitude right or any other right or privilege in connection with the Premises or any other part thereof or any dispute relating to mutual walls pertaining to the Premises or relating to the amount of any contribution towards the expense of works or services used in common with the other occupiers of the property shall be referred to the Landlord and where any such dispute cannot be resolved or settled to the satisfaction of the Tenant and the other person or persons who are occupants of the Landlord's property then the dispute shall be referred to a single arbitrator that shall be nominated and mutually agreed on by the Tenant and the occupant and any decision or award of the arbitrator shall be taken and upheld as final and binding upon the parties to the dispute.

VIII. The Landlord shall not be or become liable to the Tenant at any time whatsoever in relation to any loss, damage or expense sustained by the Tenant or through any defect, decay, inadequacy, want of decoration or repair or otherwise in the Premises or parts thereof or in arising from the blocking, bursting, choking, stoppage or failure of any water supply, waste or other pipes, sewers, rhones, drains, conductors, gutters, ducts, cisterns, water courses or others for any loss, expense or damage incurred by the Tenant through any act or omission of the proprietors, tenants or occupiers of the remainder of the property or any other adjoining or neighbouring properties.

11. DATA PROTECTION

Where the fulfilment of any conditions and obligations placed upon the Parties to this Agreement requires the sharing or processing of personal data the Parties shall at all times comply with any and all relevant data protection laws and regulations which are currently in force or which may from time to time be enforced including but not limited to the Data Protection Act 2018 and any other act of parliament, regulation, order, statute, subordinate legislation, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements of any regulatory body which relates to the processing and storing of any and all personal data of individuals and shall ensure that such personal information is held securely and only lawfully disclosed.

12. SEVERABILITY

Where any accepted and recognised body of authority finds any clause, provision, undertaking, condition, obligation, term or any other stipulation within this Agreement to be unlawful or unenforceable to any such extent, such clause, provision, undertaking, condition, obligation, term or any other stipulation within this Agreement shall be severed from the remainder of the Agreement and all other remaining clauses, provisions, undertakings, conditions, obligations, terms and all and any other stipulations shall remain in effect and valid to their fullest extent as permitted by the law.

13. LAW OF SCOTLAND TO APPLY

This lease shall be interpreted and construed in accordance with the Law of Scotland and any dispute, difference or question of any kind which shall or may arise between the parties of this Agreement shall be determined in accordance with the Law of Scotland.

14. CONSENT TO REGISTRATION

The parties consent to registration hereof for preservation and execution: IN WITNESS WHEREOF

Signature of Tenant:_________________________

Signed by ________ for and on behalf of ________

Date:

Signature of Landlord:_________________________

Signed for and on behalf of ________ by ________

Date: