BUSINESS TERMS AND CONDITIONS
This Agreement is made on the date on the Order Form or Invoice, between:
Work and Play Spaces Ltd, a private limited company, incorporated and registered in England with company number 13074086, whose registered office is at First Floor Thavies Inn House, 3-4 Holborn Circus, London, United Kingdom, EC1N 2HA, trading as Work and Play (“we”, “us”, “our”); and The Client (“you”, “your”).
Work and Play Spaces provide access to work and leisure spaces and classes to the Client. The Client wishes to engage Work and Play for the provision of their Services. Work and Play is willing to provide Services to the Client in accordance with the terms of this Agreement, and as set out in Schedule 1 (“Services”).
BY USING OUR SERVICES, THE PARTIES AGREE TO THE FOLLOWING TERMS
2. Commencement and Duration
3. Work and Play’s Responsibilities
4. Client’s Obligations
5. Change Control
6. Charges and Payment
7. Quality of Services
8. Intellectual Property Rights
10. Limitation of Liability
12. Consequences of Termination
13. Rights and Remedies
14. Force Majeure
18. Agreement in Full
19. Third Party Rights
22. Relationship Between Parties
23. Subject to Availability
24. Virtual Office
25. Governing Law and Jurisdiction
SCHEDULE 1 is attached to this Agreement.
1.1 The following definitions and rules of interpretation apply in this Agreement:
1.1.1 “Agreement” or “Contract” means this agreement between the Client and Work and Play that is made up of:
22.214.171.124 The Contract Details.
126.96.36.199 The Agreed Terms.
188.8.131.52 Schedule 1.
1.1.2 “Billing Period” means the time between two invoices.
1.1.3 “Business Day” means 7am to 10pm, Monday to Friday (excluding public holidays in London, England).
1.1.4 “Commencement Date” means the date that this Services Agreement was made pursuant to clause 2.1.
1.1.5 “Confidential Information” means any information of a confidential nature as described in clause 9.
1.1.6 “Client’s Equipment” means any equipment, systems, or facilities provided by the Client and used directly or indirectly in the supply of Services. This is extended to apply to any equipment, systems, or facilities which are accessed remotely.
1.1.7 “Deliverables” means all Documents, products, and materials developed by Work and Play or its agents, subcontractors, consultants, or employees in relation to the Services provided in any form.
1.1.8 “Document” includes (in additional to any document in writing) any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.
1.1.9 “Force Majeure Event” has its definition in clause 14.1.
1.1.10 “Guest” means a person who isn’t a Member but who has been invited by a Member to use the Spaces.
1.1.11 “In-put Material” means all Documents, information, and materials provided by the Client, relating to the Services.
1.1.12 “Intellectual Property Rights” or “IPR“ means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get-up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective confidentiality of, confidential information (including know-how and trade secrets); and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection, which subsist or will subsist, now or in future, in any part of the world.
1.1.13 “Member” means a person who has satisfactorily passed the Vetting Process and is now eligible to enter into the Agreement with Work and Play.
1.1.14 “Membership Application” means an invitation to treat from the Client.
1.1.15 “Order Form” means a Document provided to the Client by Work and Play setting out the scope of Services to be provided. An Order Form need not be labelled as such and it is agreed by the Parties that Work and Play will, at their sole discretion, be empowered to determine what the Order Form includes or does not include along with whether or not a given Document is an Order Form.
1.1.16 “Pre-existing Materials” means all Documents, information, and materials provided by Work and Play or its agents, subcontractors, consultants, or employees, relating to the Services, which existed prior to the Commencement Date.
1.1.17 “Registered Address” means the address which a company has stated to be its registered office address with Companies House.
1.1.18 “Subscription Payment” means the charge payable by the Client to Work and Play at the end of each Billing Period for the use of the Services.
1.1.19 “Schedule 1” means the schedule attached to this Agreement.
1.1.20 “Space” means an area (including a virtual area or programme) in which Work and Play provide their services.
1.1.21 “Suspension Notice” means a notice given by Work and Play to the Client that they are suspending performance of the Services as the Client has not performed one or more of their obligations under this Agreement.
1.1.22 “VAT” means value added tax, chargeable under the Value Added Tax Act 1994.
1.1.23 “Vetting Process” means a series of steps the Client is required to undertake to Work and Play’s satisfaction to determine that they are a suitable person to be a Member.
1.1.24 “Work and Play’s Equipment” means any equipment including tools, systems, or facilities provided by Work and Play or its agents, subcontractors, consultants, or employees and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties, under which, title passes to the Client.
1.1.25 “Work and Play’s Team” means all directors, managers, employees, consultants, engineers and specialists, agents, and subcontractors engaged in relation to the Services.
1.1.26 References to clauses and schedules are to the clauses and schedules of this Agreement, and references to paragraphs are to the paragraphs of the relevant schedule or appendix.
1.1.27 Schedule 1 forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes Schedule 1.
1.1.28 Schedules, clauses, and paragraph headings shall not affect the interpretation of this Agreement.
1.1.29 Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.
1.1.30 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.1.31 Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term, preceding or following those terms.
1.1.32 A reference to “writing” or “written” includes fax and e-mail.
1.1.33 A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.1.34 A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.
1.1.35 A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.
1.1.36 A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006, and a company shall be treated for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person, by way of security or in connection with the taking of security, or (b) its nominee.
1.1.37 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.1.38 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. COMMENCEMENT AND DURATION
2.1. Upon a Membership Application being made, Work and Play will require the Client to undergo a reasonable Vetting Process. Upon satisfactory completion of the Vetting Process, Work and Play will either accept or reject the Membership Application. If Work and Play accept the Membership Application, they will inform the Client that they are accepted as a Member and this Agreement will commence (‘the Commencement Date’).
2.2. This Agreement shall commence on the Commencement Date and continue for the Billing Period specified in Schedule 1, and after that shall continue unless the Agreement is terminated by one of the parties giving the other 14 days’ notice in writing (unless this Agreement is terminated in accordance with clause 10).
2.3. Work and Play shall provide the Services from the Commencement Date and shall continue to provide the Services throughout the term.
3. WORK AND PLAY’S RESPONSIBILITES
3.1. Work and Play shall:
3.1.1 Use reasonable endeavors to perform the Services and deliver any Deliverables to the Client in accordance with Schedule 1 and shall allocate sufficient resources (including all equipment, tools, or other items required) to the Services to enable it to comply with this obligation.
3.1.2 Ensure that all goods, materials, standards, and techniques used in providing the Services are of good quality and are free from defects in workmanship, installation, and design.
3.1.3 Ensure Work and Play’s Team use reasonable skill and care in the performance of the Services.
3.1.4 Comply with all applicable laws and regulations relating to the provision of the Services; and provided that Work and Play shall not be liable under the Agreement if, as a result of such compliance, they are in breach of any of their obligations under this Agreement.
3.1.5 Use reasonable endeavors to meet any deadlines as to performance dates as specified in Schedule 1.
3.1.6 Co-operate with the Client in all matters relating to the Services.
3.1.7 Take Reasonable care of any of the Client’s Equipment and In-Put Material in Work and Play’s possession and make them available for collection by the Client on reasonable notice and request. Work and Play may dispose of the Client’s Equipment or In-Put Material if the Client fails to collect them within a reasonable period after termination of this Agreement.
3.1.8 Work and Play are under no obligation to provide WiFi or any other technology at a space. Where they do so, they make no guarantee that there will not be outages or that it will cover the entirety of a space. If the Client uses the WiFi or any technology provided, they do so at their own risk, and Work and Play will not be responsible for any viruses (or damage caused by a virus) that the Client incurs as a result of using the WiFi or any other technology provided. The Client agrees that they will not introduce any viruses to the technology.
3.2 Work and Play is not responsible for any property left unattended in a Work and Play location. Belongings left unattended (or that remain following the Termination Date), may be removed and either stored or destroyed at Work and Play’s discretion and the Client waives all claims or demands regarding left property. The Client shall remain responsible for paying any fees reasonably incurred by Work and Play regarding the left property.
4. CLIENT’S OBLIGATIONS
4.1 The Client Shall:
4.1.1 Co-operate with Work and Play in all matters relating to the Services and appoint as it thinks fit a Client’s manager in relation to the Services, who shall have the authority contractually to bind the Client (and all users authorised or introduced to Work and Play by the Client) on matters relating to the Services. In the absence of the Client appointing a Client manager:
184.108.40.206 Where a Client is an individual or sole trader, they will be deemed to be their own Client manager.
220.127.116.11 Where a Client is a company, partnership, LLP, unincorporated association or some other type of organisation with either legal personality or where members can bind other members, each individual who deals with Work and Play will be deemed to have the authority to bind the Client.
4.1.2 Provide such information as Work and Play may reasonably request, and the Client considers reasonably necessary in order to carry out the Services in a timely manner and to ensure that it is accurate in all material respects.
4.1.3 Provide Work and Play’s Team with access to the Client’s premises, office accommodation, data, and other facilities as reasonably required by Work and Play’s Team to supply the Services.
4.1.4 Pay all invoices submitted by Work and Play in accordance with clause 6.
4.1.5 If Work and Play’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, Work and Play shall:
18.104.22.168 Not be liable for any costs, charges, or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
22.214.171.124 Be entitled to payment of the charges despite any such prevention or delay.
126.96.36.199 Be entitled to recover any additional costs, charges, or losses that Work and Play sustains or incurs that arise directly or indirectly from such prevention or delay.
4.1.6 Follow Work and Play’s Behaviour Policy, as amended from time to time, while attending a Space. Failure to do so will give Work and Play cause to immediately terminate this Agreement. Short of termination, Work and Play may temporarily or indefinitely exclude any Client and/or Guest from any Space in the interests of health, security, safety or propriety.
4.1.7 Properly control any pets that are brought with them while attending a Space. Any damage or loss caused (regardless to whom the loss or damage is caused) by a pet brought into a Space by the Client will be the responsibility of the Client. It will be a breach of Work and Play’s Behaviour Policy if the pet brought into a Space by the Client causes loss or damage. Work and Play operates a red and yellow card system for pets but may exclude pets from being brought into a Space at their own discretion.
4.1.8 Not bring a Guest to any Space or cause a Guest to access a Space without the prior written permission of Work and Play. Where Work and Play grant permission for the Client to bring a Guest into a Space, the Client will be liable for the actions of their Guest.
4.1.9 Observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Spaces and have been communicated to the Client.
4.1.10 To comply with any reasonable Vetting Process as required by Work and Play.
5. CHANGE CONTROL
5.1. If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.
5.2. If either party has made any request to make a change to the scope or execution of the Services, Work and Play shall, within a reasonable time, provide a written estimate to the Client of:
5.2.1 The likely time required to implement the change.
5.2.2 Any necessary variations to Work and Play’s charges arising from the change.
5.2.3 Any other impact of the change on this Agreement.
5.3. Unless both parties consent to a proposed change, there shall be no change to this Agreement.
5.4. If both parties consent to a proposed change, the change shall be made only after the agreement of the necessary variations to Work and Play’s charges, the Services, and any other relevant terms of this Agreement has been varied in accordance with clause 15.
5.5. If Work and Play requests a change to the scope or execution of the Services in order to comply with any applicable safety or statutory requirements, and such changes do not materially affect the nature or scope of, or the charges for the Services, the Client shall not unreasonably withhold or delay consent to it. Unless Work and Play‘s request was attributable to the Client’s non-compliance with the Client’s obligations, neither Work and Play’s charges nor any other terms of this Agreement shall vary as a result of such change.
6. CHARGES AND PAYMENT
6.1. In consideration of the provision of the Services by Work and Play, the Client shall pay the charges as set out in Schedule 1 and in accordance with this clause 6. Additional Charges shall be due and payable on the Commencement Date or thereafter at the discretion of Work and Play.
6.2. Following acceptance as a Member, Work and Play will set out a date for payment of the first Subscription Payment. The Client will pay the first Subscription Payment on the Effective Date and all other Subscription Payments at the end of each Billing Period as requested by Work and Play.
6.3. VAT is chargeable on all items and it will be indicated where quoted if the price includes or excludes VAT.
6.4. The charges shall be paid in GBP, unless otherwise agreed in writing by Work and Play.
6.5. Work and Play accepts bank transfers and via PayPal and Stripe (subject to their respective terms of service).
6.6. The Client shall pay each invoice which is properly due and submitted to it by Work and Play, immediately on receipt, and to a bank account nominated in writing by Work and Play. Where a payment is missed, Work and Play will have the power to issue a Suspension Notice and suspend delivery of the Services until the Client pays the invoice. In the event that the Client continues to access the Services after a Suspension Notice has been issued, Work and Play will be entitled to charge the full amount of the Subscription Payment for each calendar month or part thereof that the Client continues to access the Services.
6.7. In the event that a payment remains unpaid for 90 days after issue of an invoice, Work and Play reserve the right to cancel the Client’s Membership and this Agreement.
6.8. All amounts due under this Agreement from the Client to Work and Play shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
6.9. If a party fails to make any payment due to the other party under this Agreement, by the due date for payment, then, without limiting the other party’s remedies under clause 17, the defaulting party shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate. Such interest shall accrue on a daily basis, from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.
6.10. In addition to the interest charged pursuant to clause 6.9, Work and Play will be entitled to a payment of £50 for any calendar month or part thereof that the debt remains unpaid as compensation for the time and resources spent in chasing the debt.
6.11. Invoices covering payment in respect of materials purchased by, or services provided to Work and Play, or for reimbursement of expenses, shall be payable by the Client only if accompanied by relevant receipts and prior written approval was obtained from the Client.
6.12. The parties agree that Work and Play may review and increase the charges from time to time. Work and Play will give the Client not less than 1 Billing Period’s notice of any increase. If such increase is not acceptable to the Client, it may terminate this Agreement by giving 14 days’ notice to Work and Play.
7. QUALITY OF SERVICES
7.1. Work and Play warrants to the Client that:
7.1.1. Work and Play will perform the Services with reasonable care and skill, and in accordance with generally recognised commercial practices and standards in the industry for similar services.
7.1.2. The Services will materially conform with all descriptions provided to the Client by Work and Play found in Schedule 1.
7.1.3. The Services will be provided in accordance with all applicable legislation from time to time in force, and Work and Play will inform the Client as soon as it becomes aware of any changes in that legislation.
7.1.4. The Client’s rights under this Agreement are in addition to the statutory terms implied in favour of the Client by the Supply of Goods and Services Act 1982 or the Consumer Rights Act 2015 and any other statute.
7.1.5. The provision of this clause shall survive any performance, acceptance, or payment pursuant to this Agreement and shall extend to any substituted or remedial services provided by Work and Play.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Work and Play shall own all Intellectual Property Rights in existence as at the Commencement Date and which are created in the provision of the Services. Nothing in this Agreement is intended to transfer any title, right, or interest in such Intellectual Property Rights to the Client.
8.2. In relation to any claim (including threats) or dispute brought to the Client’s attention, the Client shall:
8.2.1. Upon becoming aware, notify Work and Play of such a claim (including threats) or dispute.
8.2.2. Allow Work and Play to conduct all negotiations and proceedings to settle the IPR’s claim.
8.2.3. Provide Work and Play with reasonable assistance regarding the IPR’s claim.
8.2.4. Not, without prior consultation with Work and Play, make any admission in relation to the IPR’s claim or attempt to settle it, provided that Work and Play considers and defends any IPR using competent counsel, and in such a way as not to bring the reputation of the Client into disrepute.
9.1. Both parties undertake that each shall not, at any time during this Agreement, and for a period of 5 years after termination of this Agreement, disclose to any person any In-put Material (in the case of Work and Play), Pre-existing Material (in the case of the Client), technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature, or any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain in connection with entering into this Agreement, except as permitted by clause 9.2.
9.2. Both parties may disclose Confidential Information:
9.2.1. To its employees, agents, consultants, or subcontractors (and in the case of Work and Play, Work and Play’s Team) as is needed for the purpose of discharging its obligations under this Agreement. The party in receipt of such information shall ensure that its employees, agents, consultants, or subcontractors to whom it discloses the Confidential Information, comply with this clause 9.
9.2.2. As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
9.3. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
9.4. All materials, equipment and tools, drawings, specifications, and data supplied by one party to the other, shall at all times be (and remain) the exclusive property of the party supplying such materials, equipment and tools, drawings, specifications, and data, but shall be held by the receiving party in safe custody at its own risk, and maintained and kept in good condition by that party until returned to the supplying party, and shall not be disposed of or used, other than in accordance with any written instruction or authorisation.
10. LIMITATION OF LIABILITY
10.1. Work and Play’s total liability under or in connection with this Agreement shall be limited to the greater of:
10.1.1 150% the total value of this Agreement; or
10.2. This limit shall apply howsoever that liability arises, including, and without limitation, a liability arising by breach of contract, arising by tort (including, and without limitation, the tort of negligence), or arising by breach of statutory duty.
10.3. Nothing within this clause shall exclude or limit liability for:
10.3.1 Death or personal injury caused by negligence.
10.3.2 Fraud or fraudulent misrepresentation.
10.4. Work and Play will not be liable to the Client, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any:
10.4.1. Loss of profit.
10.4.2. Loss of goodwill.
10.4.3. Loss of business.
10.4.4. Loss of business opportunity.
10.4.5. Loss of anticipated saving.
10.4.6. Loss of corruption of data or information.
10.4.7. Loss of contracts.
10.4.8. Loss of use of money.
10.4.9. Loss of actual savings.
10.4.10. Loss of revenue.
10.4.11. Loss of reputation.
10.4.12. Ex gratia payments.
10.4.13. Loss of operation time.
10.4.14. Loss of opportunity.
10.4.15. Special, indirect, or consequential damage or loss suffered by the Client, arising under or in connection with this Agreement.
10.5 Nothing in this Agreement shall or shall not be deemed to relieve the Client of any common law duty to mitigate any loss or damage incurred by it.
11.1 Work and Play may terminate this Agreement with immediate effect by giving written notice to the Client if:
11.1.1 The Client fails to pay any amount due under this Agreement on the due date for payment and remains in default for more than 14 days after being notified in writing to make such payment.
11.1.2 The Client commits a material breach of any term of this Agreement where the breach is irremediable, or if such a breach is remediable, fails to remedy that breach within a period of 14 days.
11.1.3 The Client repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.
11.1.4 A petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of the Client’s business activities.
11.1.5 An application is made to court (or an order is made) for the appointment of an administrator, or if notice of intention to appoint an administrator is given over the other party.
11.1.6 The Client fails, at the reasonable judgment of Work and Play, to comply with Work and Play’s Behaviour Policy.
12. CONSEQUENCES OF TERMINATION
12.1. On termination of this Agreement for any reason, Work and Play shall immediately deliver to the Client:
12.1.1. A refund of any sums paid in advance for Services which have not been received by the Client as a result of the termination of the Agreement.
12.1.2. On termination of this Agreement for any reason, the Client shall immediately pay to Work and Play, all sums due and owing to it in connection with this Agreement.
12.2 Both parties shall return, destroy, or otherwise deal with, any Confidential Information as the disclosing party shall wish for it to be dealt with.
12.3 On termination or expiry of this Agreement, the following clauses shall continue in force: clause 6.7, clause 8, clause 9, clause 12 and clause 24.
12.4 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
13. RIGHTS AND REMEDIES
13.1. The rights and remedies provided under this Agreement are in addition to and not exclusive of any rights or remedies provided by law.
14. FORCE MAJEURE
14.1. A Force Majeure Event is any circumstance not within a party’s reasonable control. This includes, without limitation:
14.1.1 Acts of God such as flood, drought, earthquake, tsunami, or other natural disaster, epidemic, or pandemic.
14.1.2 War, or threat of or preparation for war (including terrorist attack, armed conflict, civil war, civil commotion, or riots).
14.1.3 Imposition of sanctions.
14.1.4 Nuclear, chemical, or biological contamination.
14.1.5 Sonic boom.
14.1.6 Fire, explosion, or accident (including collapse of building).
14.1.7 Interruption or failure of utility services.
14.2. Provided it has complied with this clause 14, if a party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the affected party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14.3. The corresponding obligations of the other party will be suspended and its time for performance of such obligations extended to the same extent as those of the affected party.
14.4. The affected party shall:
14.4.1. As soon as practicable after the start of the Force Majeure Event, but no later than 7 Business Days from its start, notify the other party in writing of the event, the date on which it started, its likely or potential duration, and the effect of the event on its ability to perform any obligations under this Agreement.
14.4.2. Use reasonable endeavors to mitigate the effect of the event on the performance of its obligations.
14.5. Work and Play may, in the event of a Force Majeure Event, give notice to the Client of its intention to amend this Agreement so as to allow it to provide the Services as far as is possible in the light of the Force Majeure Event. Such amendment will continue until Work and Play gives notice to the Client that the Force Majeure Event has come to an end. Where the Client does not agree with the amendments to the Agreement under this clause 14.5, they may terminate the contract by giving 3 months’ notice.
15.1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.
16.1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.
16.2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy.
17.1. If any provision or part provision of this Agreement becomes invalid, illegal, or unenforceable, this shall not affect the validity and enforceability of the rest of this Agreement.
17.2. If it comes to the attention of either party that any provision or part provision of this Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable.
18. AGREEMENT IN FULL
18.1. This Agreement, including any schedules and appendixes, constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and assurances between them, whether written or oral.
18.2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.
19. THIRD PARTY RIGHTS
19.1. No one, other than a party to this Agreement, shall have any right to enforce any of its terms. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
20.1. Any notice or other communication given to a party in connection with this Agreement shall be in writing, and shall be:
20.1.1. Delivered either by hand, by pre-paid first-class post, or by other next working day delivery service, at the receiving party’s postal address provided in this Agreement unless otherwise stated; or
20.1.2. Sent by email to the email address specified in writing by Work and Play as being a suitable address for service.
20.2. Any notice or communication shall be deemed to have been received:
20.2.1. If delivered by hand, at the time the notice is left at the proper address.
20.2.2. If sent by pre-paid first-class post, or by other next working day delivery service, at 9am on the second Business Day after posting.
20.2.3. If sent by email, at the time of the transmission, or if this time falls outside business hours in the place of receipt, when business hours resume.
21.3 This clause does not apply to the service of any proceedings or other documents in any legal action, or where applicable, any arbitration or other method of dispute resolution.
21.1. Where a Guest of a Client attends a single meeting in a Space and does not avail themselves of other Services provided under this Agreement, they will, at Work and Play’s sole discretion, be treated as a guest of the relevant Client and will not be required to utilise any passes or buy any Services from Work and Play.
22. RELATIONSHIP BETWEEN PARTIES
22.1. Work and Play retains complete control, possession and management of the Spaces. Nothing in the Client’s terms of your membership (or any other part of this Agreement) will be deemed to denote any right of occupation or exclusive possession.
22.2. This Agreement and use of the Spaces confers no relationship of landlord and tenant between the Client and Work and Play (and the Client agrees that no statutory provisions pertaining to landlord and tenant relationships apply) and shall not in any way be construed as to grant the Client nor any Guest any title, easement, lien, possession, tenancy interest, leasehold estate or other real property interest or related right in any Space.
22.3. No Client or Guest may use a Work and Play location as its address for general business correspondence or as its Registered Address. On such basis, Work and Play is not liable or responsible for any mail or correspondence received to the Spaces unless Work and Play has agreed to provide Virtual Office facilities, in which case the terms of clause 24 will apply.
23. SUBJECT TO AVAILABILITY
23.1. Open Desks, meeting rooms and other shared facilities (as well as other Services provided by Work and Play) are subject to availability. The Client agrees that Work and Play shall not be in breach of this Agreement, nor held liable for any inability to provide access nor use of any of the Spaces, nor liable to refund the Client in whole or part in relation thereto.
24. VIRTUAL OFFICE
24.1. For Clients who use the Virtual Office Services, they may use the address of the Space as their business trading address but not their Registered Address unless they have the express written permission of Work and Play. If a Registered Address service is offered:
24.1.1. upon termination of our contract you agree to inform Companies House of the change of address within 14- days;
24.1.2. The registered office service includes the forwarding of mail from Companies House and HMRC. These two government organisations will always write to the registered address held on their records. If your company has a letter, notice or document ‘served’ at the registered office address then we will also forward this mail to you.
24.1.3. There are several government bodies that will write to any address and you should always provide them with your physical address to avoid confusion. Mail from DVLA, IPO, Nominet and the Passport office is not included.
24.2. We do not allow cars to be registered at our address and DVLA mail will be returned to sender.
24.3. When you elect to receive a mail service from Work and Play, Work and Play will come to an agreement about the amount of mail you will receive and quote you accordingly. The post forwarding service is based on a fair usage policy. Under this policy, if at any time, we deem you exceed the level of use reasonably expected from someone using this service, then we reserve the right to suspend your Virtual Office. In such an event we will contact you in an effort to establish a reasonable usage charge that will permit you to continue to use the Virtual Office service. We also reserve the right to open any items before collection or forwarding that may be suspected of containing dangerous or illegal objects/substances or to provide information to the police or other investigative bodies where it is our belief that our services are being or have been used for criminal or fraudulent purposes.
24.4. All mail delivered to you at the Virtual Office address will be forwarded by first class Royal Mail to the address (United Kingdom only) specified by you during the sign-up process as soon as reasonably possible after receipt at the Virtual Office address. In the event that mail delivered to you at the Virtual Office address is not addressed in such a way that we are able to verify from the outside packaging that it is addressed to you, we reserve the right to open such mail to determine for whom it is intended. Work and Play does not guarantee or assume responsibility for any mail forwarded on behalf of the client.
24.5. We discourage the delivery of parcels at our locations. Maximum parcel size accepted is 50 x 50 x 50cm = 5Kg. We will not accept any items exceeding this or if they contain any dangerous, live or perishable goods. Due to the nature of parcel delivery companies, in that there are no set or expected delivery times, we will not accept responsibility (however infrequent) for parcels that fail to be delivered due to a member of staff not being available to accept the delivery. Outgoing parcels are charged at Royal Mail’s current franking rates plus a 20% admin charge. You agree for these fees to be included in your invoice for that calendar month, to be collected in line with your billing cycle.
24.6. Our Telephone Answering Service enables calls to a telephone number designated by Work and Play to be answered in the company name specified by the Client. Calls will be handled according to instructions specified by the Client. Telephone Answering clients will receive a welcome pack detailing the service levels and ongoing fees.
24.7. You will be assigned either a local geographic or national telephone number according to your request after signing up to our services. You need to specify whether your number is to be diverted to either a mobile or a landline number. Although infrequent, diversion charges are subject to change, we will give 30 days’ notice of any such changes.
25. GOVERNING LAW AND JURISDICTION
25.1. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), shall be governed and construed in accordance with the law of England. We both agree that the courts of England and Wales will have exclusive jurisdiction.
BY USING WORK AND PLAY’S SERVICES, THE PARTIES AGREE TO THESE TERMS AND CONDITIONS
THIS CONTRACT HAS BEEN ENTERED INTO ON THE COMMENCEMENT DATE ON THE ORDER FORM
SCHEDULE 1: SERVICES AND PRICING
1. This Schedule includes any Order Form used and amended by Work and Play from time to time. Such an Order Form is incorporated into this Agreement and Work and Play undertakes to provide any additional services that may have been included in that Order Form.
2. Work and Play will have the power to incorporate, at their sole discretion, any brochure, company document, piece of correspondence between them and the Client, or any other document into this Agreement in order to demonstrate the scope of the services to be provided by Work and Play to the Client and the price those services are to be provided for.
The Current Services Available are:
3. Billing Periods Available- One Day Access, 5 days access per month, 10 days’ access per month, Unlimited access.
4. Services to be provided-
5. Price per Billing Period-
6. Billing Periods Available-
7. Services to be provided- Class Bundles- 1 Class, 3 Class, 5 Class or Unlimited Class Bundles
8. Specifics- All classes to be used within 1 calendar month of purchase, when bought in bundles. When individual classes are purchased, they will be single use for a specific session, time and date.
9. Price per Billing Period-
10. Any combination of above (with discount rates) but which we can change the precise offering of at point of sale.
11. Price per Billing Period-
12. For businesses that want some of the benefits of a physical office such as:
a. registered address;
b. post collection and scanning services;
c. answerphone/reception call handling service;
d. ability to book meeting room/discounted rate for access to workspace as required.
13. All of the above Services are subject to availability and the exact Deliverables of these services are subject to reasonable change by Work and Play. The Services above are offered just as examples and Work and Play may list more service categories on its Website or elsewhere.