Terms & Conditions
1.1 Building: the land and building of which the Location forms part or whole as the case may be and including any addition or alteration to it.
1.2 Licence Period: the period from and including the Licence Start Date until the date on which this Licence Agreement is determined in accordance with the terms of this agreement.
1.3 Location: the land and building comprised in the Licensor’s property as identified in the front page of this Licence Agreement and including any addition or alteration to it.
1.4 Permitted Use: Offices within Class B1(a) of The Town and Country Planning (Use Classes) Order in force at the Licence Start Date.
1.5 Usage Type: the usage type identified on the front page of this Licence Agreement.
1.6 VAT: value added tax chargeable under the Value Added Tax Act 1994 or any similar replacement or additional tax.
1.7 Workspace: part of the Location identified on the front page of this Licence Agreement which shall include all fixtures and fittings and plant and machinery thereon.
2. Licence to Occupy
2.1 In consideration of the payment of the Licence Fee by the Licensee to the Licensor, the Licensor permits the Licensee to occupy the Workspace for the Permitted Use for the Licence Period in common with the Licensor and all others authorised by the Licensor together with the right to:
2.1.1 use such reasonable parts of the Building for the purposes of access to and egress from the Workspace; and
2.1.2 use the lavatories within the Building as the same may be designated by the Licensor from time to time.
2.2 If this Licence is granted with 40HRS Co-working usage, the Licensee’s occupation shall not exceed the period of 40 hours during each calendar month.
2.3 The Licensee will be subject at all times to all rights, regulations, restrictions and covenants affecting the Building from time to time.
2.4 The Licensee acknowledges that:
2.4.1 the Licensee shall occupy the Workspace as a licensee and that no relationship of landlord and tenant is created between the Licensor and the Licensee by this agreement;
2.4.2 the Licensor retains control, possession and management of the Workspace and the Licensee has no right to exclude the Licensor from the Workspace;
2.4.3 the licence granted by this agreement is personal to the Licensee and is not assignable and the rights given in clause 2.1 may only be exercised by the Licensee and its employees and authorised agents;
2.4.4 without prejudice to its rights under this agreement, the Licensor shall be entitled to require the Licensee to transfer to alternative space elsewhere within the Location and the Licensee shall comply with such requirement PROVIDED THAT the allocated space shall be of equivalent size and where possible the Licensor will give reasonable prior notice to the Licensee.
2.5 the Licensor has the right to withhold the services (including for the avoidance of doubt denying the Licensee access to the Workspace) while there are any outstanding fees and/or interest due to the Licensor or the Licensee is in breach of any other material terms of this Licence Agreement.
3. The Licensee's obligations
3.1 The Licensee shall pay by direct debit to the Licensor without any deduction or set off:
3.1.1 the Licence Fee payable, in advance, on the first day of each month and proportionately for any period of less than a month with such VAT as may be payable on the Licence Fee;
3.1.2 on demand from time to time any additional costs incurred by the Licensor in respect of the Licensee's use of the Workspace in excess of the usual charges reasonably and properly incurred in relation to the Workspace in the Licensor's absolute discretion;
3.1.3 on the 15th day of each month (or the first working day thereafter) the charges required by the Licensor from time to time for all voice and data telecommunication services relating to the Workspace and for the use of the facsimile, photocopying, secretarial, word-processing, conference facilities, internet facilities, car parking and other services in the Location of which use is made by the Licensor; and
3.2 The Licensee will pay to the Licensor interest and compensation at the rate prescribed by the Late Payment Commercial Debts Act (1998) on all sums payable under this agreement which remain unpaid for 7 days from the due date, such interest in that event being calculated from the due date to the date of payment.
3.3 If required by the Licensor, the Licensee shall provide information and sign relevant documents to allow the Licensor to claim any relief on business rates in relation to the Workspace within 2 working days of such request.
3.4 The Licensee agrees to:
3.4.1 keep the Workspace clean, tidy and clear of rubbish;
3.4.2 not use the Workspace other than for the Permitted Use and not to carry on a business which competes with the Licensor's business of providing serviced office accommodation;
3.4.3 not make any alteration or addition whatsoever to the Workspace including for the avoidance of doubt the installation of any service media, other than with the express written consent of the Licensor. Any such alteration or addition must be carried out by contractors approved by the Licensor;
3.4.4 not display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices at the Workspace or elsewhere in the Location without the prior written consent of the Licensor such consent not to be unreasonably withheld or delayed;
3.4.5 not obstruct any common parts of the Building, make them dirty or untidy or leave any rubbish on them;
3.4.6 not apply for any planning permission in respect of the Workspace;
3.4.7 not do anything that will or might constitute a breach of any necessary consents affecting the Workspace or which will or might vitiate in whole or in part any insurance effected by the Licensor or any superior landlord in respect of the Workspace and the Building from time to time;
3.4.8 comply with all laws and with any recommendations of the relevant suppliers relating to the supply of electricity, gas, water, sewage, telecommunications and data and other services and utilities to or from the Workspace;
3.4.9 observe any reasonable rules and regulations the Licensor makes and notifies to the Licensee from time to time governing the Licensee's use of the Workspace and the Building;
3.4.10 not do or allow to remain upon the Workspace anything which may be or become illegal or cause a nuisance, annoyance, disturbance, inconvenience, injury or damage to the Licensor or the other occupiers of the Building or adjacent or neighbouring premises and for the avoidance of doubt not bring or keep any animal fish reptile or bird anywhere in the Building including the Workspace;
3.4.11 In the case of Usage Types 3 Dedicated Desk and 4 Private Office leave the Workspace in a clean and tidy condition in accordance with the Inventory and to remove the Licensee's furniture equipment and goods from the Workspace at the end of the Licence Period;
3.4.12 indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from this Licence Agreement, any breach of the Licensee's obligations contained in this Licence Agreement and/or the exercise of any rights given in this Licence Agreement.
3.5 The Licensee irrevocably appoints the Licensor to be the Licensee’s agent to store or dispose of any chattels or items it has fixed to or left at the Workspace by the Licensee for more than ten working days after the end of the Licence Period. The Licensor shall not be liable to the Licensee by reason of that storage or disposal. The Licensee shall indemnify the Licensor in respect of any claim made by a third party in relation to that storage or disposal and the Landlord’s costs in relation to that storage or disposal.
4. The Licensor's rights
4.1 The Licensor has the full and free right to re-develop refurbish and/or redecorate the whole or any part of the Location including the Workspace from time to time.
4.2 The Licensor shall not be liable for any loss or inconvenience to the Licensee in connection with the Licensee's occupation of the Workspace (other than any loss or inconvenience in respect of which the law prevents the Licensor excluding liability) and in no circumstances shall the Licensor have any liability to the Licensee for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss.
4.3 the Licensor may transfer the benefit of this agreement and its obligations under it at any time
5.1 The Licensee has paid to the Licensor the Deposit as security for performance of all of the Licensee's obligations under this Licence Agreement.
5.2 In the event of any withdrawal from the Deposit by the Licensor due to any default of the Licensee the Licensee shall replace any such sum withdrawn within 14 days of being notified of such withdrawal.
5.3 The Licensor shall endeavour to return the Deposit to the Licensee within 30 working days of the expiry of this Licence Agreement PROVIDED THAT the Licensee has complied with its obligations under this Licence Agreement and subject to the deduction of any monies due to the Licensor or of any amount in respect of any damage and the cost of returning the Workspace and the items on the Inventory to the same condition as they were in at the Licence Start Date fair wear and tear excepted.
5.4 The payment of the Deposit shall not affect the Licensor's right to demand payment at any time in respect of any amounts due under this Licence Agreement and the Licensee will have no right to insist on an offset at any time against outstanding fees.
5.5 The Licensor retains the right to demand payment to increase the deposit held, at any time, if circumstances reasonably require such an increase.
6.1 The licence to occupy granted by this agreement shall continue until at least the Earliest End Date which is 30 calendar days from the due date of last invoice unless otherwise stated in notice period. Unless:
6.1.1 the Licensor gives notice to the Licensee at any time of breach of any of the Licensee's obligations contained in this agreement; or
6.1.2 if the Licensee becomes insolvent, goes into liquidation or becomes unable to pay its debts as they fall due; or
6.1.3 the Licensee is a named party in any legal proceedings in which case, at the Licensor's discretion, the Licensor may choose to terminate this Licence Agreement whereby this Licence Agreement shall determine forthwith.
6.2 Termination is without prejudice to the rights of either party in connection with any antecedent breach of or other obligation subsisting under this agreement.
6.3 In the case of Usage Types 3 and 4, at the end of this Licence Agreement howsoever determined the Licensee shall return the Workspace to the Licensor in the condition specified in the Inventory and shall remove from the Workspace all chattels belonging to or used by the Licensee.
7.1 The Licensor shall procure that the Building is insured against loss or damage by any risks as the Licensor or any superior landlord considers it prudent to insure against, provided that such insurance is available in the market on reasonable terms acceptable to the Licensor or any superior landlord.
7.2 The Licensee shall at all times carry contents insurance for its business and shall at the request of the Licensor produce a valid certificate of insurance of the same. The Licensor reserves the right to terminate this Licence Agreement on 14 days’ written notice if the Licensee fails to produce a valid certificate of insurance.
8. The Licensor's obligations The Licensor shall use its reasonable endeavours:
8.1 to keep the common parts of the Location clean and tidy and the internal common parts adequately lit;
8.2 to provide proper supplies of hot and cold water and heating to the Workspace and the common parts of the Building; and
8.3 to procure that the service media and the lifts at the Building are kept in reasonable working order; PROVIDED ALWAYS THAT the Licensor shall not be liable for any loss or inconvenience arising from any failure or interruption of any service mentioned in this clause (or any other service provided by the Licensor) due to the carrying out of any refurbishment rebuilding repair maintenance or servicing of the Building from time to time nor due to any act or omission that is beyond the reasonable control of the Licensor (other than any loss or inconvenience in respect of which the law prevents the Licensor excluding liability).
Any notice or other communication required to be given under this Licence Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier.
10.1 The Licensor gives no warranty that the Workspace possesses the necessary consents for the Permitted Use nor that the Workspace is physically fit for the said Permitted Use.
10.2 Save where prohibited by law, the Licensor is not to be liable for the death of, or injury to the Licensee its employees and customers authorised invitees or for damage to any property of theirs, or for any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by them in the exercise of the rights granted by this Licence Agreement.
10.3 The Licensee may use the Location address as its registered office address but only with the Licensor's prior written consent and subject to any conditions which the Licensor may impose.
10.4 Whilst this agreement is in force and for a period of six (6) months after it ends, the Licensee must not solicit or offer employment to any of the Licensor's staff.
10.5 Where the Licensee comprises more than one individual, such individuals shall be jointly and severally liable to observe and perform the Licensee's obligations under this agreement.
10.6 This agreement supersedes any prior agreement and embodies the entire agreement between the Licensee and the Licensor and may not be modified, changed or altered in any way except as agreed by both parties in writing.
11. Rights of Third Parties
A person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
12. Governing Law and Jurisdiction
12.1 This Licence Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
12.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence Agreement or its subject matter or formation (including non-contractual disputes or claims).
13.1 The terms of this Licence Agreement are confidential and neither party shall disclose them without the other's prior written consent unless required to do so by law or an official authority.
13.2 The Licensee cannot, without prior consent of the Licensor, disclose or publish or cause or permit to be disclosed or published any particulars of or any extract from this Licence Agreement nor any details of the transaction hereby effected.
14. Data Protection The Licensee
agrees that the Licensor may process, disclose or transfer any personal data which the Licensor holds on or in relation to the Licensee provided that the Licensor takes such reasonable steps to ensure that it is used only to fulfil its obligations under this agreement, for work assessment and fraud prevention or to make available information which the Licensor reasonably considers may be of interest to the Licensee.
T&C Issue Date 2016.