In consideration for the mutual benefits exchanged by Hilbre Estates Ltd trading as Shift Works (the “Company”) and the undersigned (“You”, the “Member”, collectively the “Parties”), the Parties hereby agree, warrant, consent and covenant to the following terms, conditions and representations:
The Member agrees to conduct himself or herself according to the policies that the Company implements from time to time regarding personal behaviour in the co-working space located at 27 Market St, Hoylake, Wirral CH47 2BG. (the “Co-Working Space”). At the Company’s sole discretion, your membership at the Co-Working Space may be terminated for behaviour that violates any such policies.
4.1 No Tenancy
The Company permits the Member to use the Designated Space and the Facilities, on a non-exclusive basis, for the Permitted Use for the Term during the Designated Hours in common with the Company and other users of the Property (so far as is not inconsistent with the rights given to the Member to use the Designated Space and Facilities for the Permitted Use) together with the right to use such parts of the Property for the purpose of access and egress to the Designated Space and Facilities as shall from time to time be designated by the Company for such purpose.
The Member acknowledges that:
(a) it shall occupy the Dedicated Space as a licensee and that no relationship of landlord and tenant is created between the Company and the Member or its Employees by this agreement;
(b) the Company retains control, possession and management of the Dedicated Space and Facilities at the Property and the Member has no right to exclude the Company from the Dedicated Space Facilities or the Property;
(c) the licence to occupy granted by this agreement is personal to the Member and is not assignable and the rights given in this clause may only be exercised by the Member and its Employees and subject as further detailed where such employees leave the Business or new Employees join it;
(d) the Company holds the right to use photography and video films of its clients and projects for any purposes in relation to its work including, without limitation, the right to use them in any advertisement and other publicity materials, direct mail, books, newspapers, magazine articles, television programmes and internet publications; and
(e) the Company does not guarantee that the Facilities will be available for use at such times as they are required for use by the Member;
(f) the availability of the Facilities shall, at all times, be subject to the requirements rules regulations and fair working policies of the Company such requirements being determined from time to time in the Companies absolute discretion.
The Member (together with Employees) agrees and undertakes:
(a) to keep the Designated Space clean, tidy and clear of rubbish and at the end of the Term:-
(i) return the Designated Space Equipment and any Facilities (where applicable) provided for use during the Term to the Company in the same condition that they were on the Commencement Date;
(ii) where any damage has been caused to any item or area noted in clause 4.3(i) by the Member or its Employees to either repair or decorate as applicable to the same standard that it was at the start of the Term or where any items are beyond repair or broken replace the same with items of the same quality;
(iii) to remove all of the Member’s and their Employees’s items from the Designated Space and the Property (where applicable) to the extent that the Company will be able to immediately let the Designated Space to another; and
(iv) return the Door Access Cards and any other membership cards provided to the Member and their Employees and shall delete all entry codes;
(c) not to obstruct any part of the Property or Facilities and not to store any additional items of the Member or their Employees in any area other than the Designated Space;
(d) not to duplicate the Door Access Cards provided and to ensure that their Employees do not do so and never to permit the same to be given to any third party;
(e) not to bring in any additional furniture or equipment into the Designated Space beyond that provided by the Company save where expressly agreed with the Company in writing and at the Member’s own risk, and to ensure that at the end of the Period such items are removed and any damage caused by the removal to the Designated Space or any part of the Property is made good by the Member immediately at the Member’s expense;
(f) not to use the Designated Space and where applicable and permitted the Facilities other than for the Permitted Use during the Designated Hours and in accordance with the Membership Plan and any other rules or regulations imposed by the Company;
(g) to ensure that any guests visiting the Member are signed in to the Property in accordance with the guest entry rules prescribed by the Company to the Member from time to time and ensure that such guests comply with the same and act properly at all times to ensure that disruption to any other users at the Property of co-working space is kept to a minimum;
(h) not to increase the number of Employees using the Designated Space or Facilities without the express written agreement of the Company and where such amendment is required the Membership Plan may need to be amended to cater for such increase of staff;
(i) to inform the Company if any of the Employees leave the Business and to ensure that any Door Access Cards are yielded up at that point and to provide details of any new employees that the Member may employee as a replacement.
(j) to ensure that all Employees or those that the Member may employ from time to time (subject to clause 4(f)) are fully aware of and have had sight of this agreement, Door Access Card Agreement and any other rules or regulations or policies that are in place from time to time regulating the use of the Property, Designated Space or Facilities are that the same are communicated to the Employees or future employees when any changes are made so that they abide by their terms and conditions and to ensure compliance with the same;
(k) to pay for any replacement Door Access Cards where the same are mislaid;
(l) not to make any alteration or addition whatsoever to the Designated Space and not to display any branding logos or signage at the Designated Space without the prior written consent of the Company ensuring that such branding signage or logos are removable and cosmetic only;
(m) not to apply for planning permission in respect of the Designated Space or Property;
(n) not to do or permit to be done on the Designated Space or Property anything which is illegal or which may be or become a nuisance, (whether actionable or not) damage, annoyance, inconvenience or disturbance to the Company or to tenants or occupiers of the Property or any owner or occupier of neighbouring property;
(o) not to do anything that will or might constitute a breach of any Necessary Consents or which will or might vitiate in whole or in part any insurance effected by the Company or its Landlord under the Lease in respect of the Property from time to time;
(p) at all times, and in all respects, comply with the policies, procedures and rules of the Company, as set out in this agreement and any other rules or regulations communicated to the Member regarding access to, and use of the Designated Space and Property;
(q) ensure that only the Employees notified to the Company shall have access to, and use of, the Designated Space and Facilities;
(r) to indemnify the Company and keep the Company indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from or in connection with:
(i) this agreement; and
(ii) any breach of the Member’s undertakings contained in clause 4 whether by the Member or any of it’s Employees;
(s) not to do anything on or in relation to the Designated Space Facilities or Property that would or might cause the Company to be in breach of the tenant’s covenants and the conditions contained in the Lease and to comply with all of the Company’s covenants (save in relation to the payment of any rents, service charge or insurance rent) thereunder.
(t) to provide details of any lone workers/late working to the Company and where on any occasion the Member wishes to use the Designated Space outside of the Designated Hours it must obtain express agreement in writing from the Company and if this is to occur more frequently then to review the Membership Plan accordingly;
(u) to comply with the Company’s fair usage policy for use of the Facilities and any other communal facilities at the Property;
(v) where the Member requires access to the Designated Space out of normal business hours or has lone or late working requirements and where the Company has agreed to provide such access, the Member will sign the relevant Out of Hours Terms and comply with the same during any out of hours usage.
The Co-Working Space is a commercial facility. Using the location or your membership for the purpose of establishing a personal residence is not permitted. You hereby understand, agree and warrant that you are not a residential tenant at the Co-Working Space.
You agree not to use the Co-Working Space for any purpose that is unlawful, prohibited, or that could damage, disable or impair the property of the Company or of other members, or prevents other members from enjoying the Co-Working Space, or that would damage the reputation or business of the Company and the Co-Work Space.
You also agree not to use the Co-Working Space in connection with:
(a) Lottery contests, pyramid schemes, chain letters, junk email, spamming or similar behaviour;
(b) Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others;
(c) Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent, or unlawful material or information;
(d) Uploading, reproducing, using, performing or otherwise making available, images, software or other material or information which infringes another’s rights, or is protected by intellectual property laws where you don’t own or license such rights; and
(e) Uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage the computers or property of the Co-Working Space or another member.
Changes To The Facilities
7.1. If either party wishes to vary the scope of the Facilities vary the Designated Space or amend the Membership Plan, it shall submit details of the requested change to the other party in writing.
7.2. If either party requests a change to the scope of the Facilities the Designated Space or Membership Plan in accordance with clause 7.1, the Company shall, within a reasonable time after the date of the request, provide the Member with a written estimate of:
(a) the likely time required to implement the change; and
(b) any variations to the Fees arising from the change;
7.3. If the Member wishes the Company to proceed with the change, the Company has no obligation to do so unless and until the parties have agreed on the necessary variations to the Fees and any other relevant terms of this agreement to take account of the change.
7.4. Where the parties mutually agree to the change in the Designated Space or Membership Plan then where appropriate they shall execute a new agreement in place of this agreement.
7.5. The Company may, from time to time and without notice, change the Facilities at its discretion where reasonably required or in order to comply with any Necessary Consents or applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or Fees, for the Facilities.
7.6. The Company may, from time to time and subject to the Member’s prior written consent, which shall not be unreasonably withheld or delayed, change the Facilities and respectively the Fees, provided that such changes do not materially affect the nature or quality of the Facilities and, where practicable, will give the Member at least one months’ notice of any change.
7.7. Any services, facilities, equipment and consumables not forming part of the Facilities at the Commencement Date but which are subsequently requested by the Member and which the Company agrees to supply (“Additional Facilities”), shall:
(a) be charged in addition to the Fees at a commercial rate agreed between the parties, and shall comprise part of the Fees from the date on which the Additional Facilities commence; and
(b) constitute Facilities for the purposes of this agreement from and including the date the parties agree that the Additional Facilities shall be provided and the terms thereof.
In your presence at the Co-Working Space, you may learn of confidential information of the Company or of its members. Such confidential information may include business information, trade secrets, technology, processes, customers and prospects that is intended to be confidential and proprietary. You hereby agree and consent to not disclose information that you obtain that was intended to remain confidential.
Repairs and Maintenance
The Company shall use its reasonable endeavours to ensure that the Facilities are in good and substantial repair and condition during the Term If you notice any problems requiring repair, please notify the Company and it shall be dealt with promptly.
You hereby waive and hold harmless the Company, its members, officers, directors, shareholders, contractors and employees (the “Releasees”) from any claims, liability, actions, or suits with respect to any damages, injuries or losses you suffer to your person or property, whatsoever, including as a result of negligence or gross negligence on the part of the Releasees, including but not limited to any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for lost profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other loss) arising out of or in any way relate to the Company’s services or otherwise.
This agreement may not be assigned without the prior written consent of the Company. The laws of England and Wales shall govern the terms of this agreement any disputes between the Parties. The Parties hereby attorn to the courts in England and Wales. In the event that a provision in this agreement is determined to be invalid or unenforceable, the remaining provisions of this agreement shall be unaffected and shall remain in full force and effect.