Terms and conditions

General Terms and Conditions

TERMS AND CONDITIONS

We are Cheriton Group Melville Ltd (Company Number 13082362). These are our terms of business. They form part of the Office Service Agreement which you, the Client have signed.

In this agreement: "Building" means Melville, Royal William Yard, Plymouth PL1 3RP. "House Rules" means any recommendations, rules and regulations which the Provider imposes on users of the Workspace or any of the same that are imposed on the Provider by any owner or landlord of the Building by prior reasonable written notice."Initial Service Period" means from the Start Date to the End Date stated on the front page of this agreement. "Workspace" means the office(s), desk space(s), suite(s) which the Provider has licensed to the Client under the terms and conditions of this agreement.

1 THIS AGREEMENT This agreement is composed of the front page describing the Workspace, the present terms and conditions, the House Rules and the Service Price Guide (where available).

1.1.1 This agreement constitutes a licence and confers no tenancy or any greater interest on the Client than that of bare licensee and it is not the intention of either party that any tenancy shall be created nor shall this agreement be construed as an agreement conferring any right to possession under the Landlord and Tenant Act 1954 or any statutory re-enactment or modification;

1.1.2 the rights created by this agreement are personal to the Client and are not capable of being assigned, charged or otherwise dealt with by the Client;

1.1.3 the Client shall not be entitled to exclusive possession of the Workspace(s) (but shall be entitled to exclusive use of any allocated office, desk space and/or suite to the exclusion of other occupiers of the Building) and the Provider shall be entitled on giving not less than one months' notice to require the Client to occupy any other similar office, desk space and/or suite in the Building in substitution for the Workspace(s); and

1.1.4 the Provider retains possession of the Workspaces(s) and reserves the right to have access to the Workspaces(s) at any time and for any purpose including but not limited to inspecting, cleaning and repairing the same as further provided in these terms and conditions provided that in the case of the Client's occupation of private offices the Provider must give at least 5 days' notice except in the event of an emergency.

1.2 Compliance with House Rules: The Client MUST comply with the House Rules.

1.3 Automatic renewal: this agreement lasts for the Initial Service Period and then will be extended automatically for successive periods equal to the Initial Service Period until terminated by the Client or by the Provider pursuant to section 1.4. All periods shall run to the last day of the month in which they would otherwise expire. The Monthly Payment and other fees on any renewal will be at the then prevailing rate as determined by BLOCK.

1.4 Cancellation: either the Provider or the Client can terminate this agreement by giving 60 days written notice to the other but notice shall not be served until the day after the End Date of the Initial Service Period or any renewal period (where applicable).

1.5 Ending this agreement immediately: To the maximum extent permitted by applicable law, the Provider may terminate this agreement immediately without the need to follow any additional procedures if:

1.5.1 the Client becomes insolvent, bankrupt or goes into liquidation or becomes unable to pay its debts as they fall due or enters into an arrangement with their creditors: or

1.5.2 the Client is in breach of any of its obligations under this agreement which cannot be put right by the Client or which the Provider has given the Client notice to put right and which the Client has failed to put right within fourteen days of that notice, or

1.5.3 the Client’s conduct, or that of someone at the Workspace with the Client’s permission or invitation, is incompatible with ordinary office use and (i) such conduct is repeated despite the Client having been given a warning (ii) such conduct is material enough (in the Provider’s sole opinion) to warrant immediate termination.

1.6 If the Provider puts an end to this agreement for any of these reasons it does not put an end to any outstanding obligations, including additional services used, requested or required under the agreement and the Monthly Payment and any other fees for the remainder of the period for which this agreement would have lasted if the Provider had not ended it.

1.7 In the event that the Client vacates the Workspace(s) prior to the expiry of this agreement, the Provider reserves the right to refurbish and remarket the Workspace(s) so that it may immediately be re-let on the expiry of this agreement but the Client shall remain liable under this agreement for all payments due until the End Date.

1.8 When this agreement ends, the Client is to vacate the Workspace(s) in the same condition as it was when the Client took it. The Provider reserves the right to charge additional reasonable fees for any repairs needed above and beyond reasonable wear and tear through normal usage. If the Client leaves any property in the Workspace, the Provider may dispose of it at the Client’s cost in any way the Provider chooses without owing the Client any responsibility for it or any proceeds of sale. If the Client continues to use the Workspace(s) when this agreement has ended, the Client is responsible for any loss, damage or liability the Provider incurs as a result of the Client’s failure to vacate on time. The Provider may, at its discretion, permit the Client an extension subject to a surcharge on the Monthly Payment.

1.9 Confidentiality: The terms of this agreement are confidential. Neither the Provider nor the Client must disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues for a period of three years after this agreement ends.

1.10 Applicable law: This agreement is interpreted and enforced in accordance with the laws of England. If any provision of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force.

1.11 A person who is not a party to this agreement has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any provisions of this agreement.

1.12 This agreement constitutes the whole agreement between the Client and the Provider and supersedes all previous agreements between the parties. Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.

1.13 Under the Anti Money Laundering Regulations 2007 and 2017 (as updated from time to time) the Provider may be required to verify the identity of those it deals with. This may include checking against electronic and other databases (public or otherwise).

1.14 Where two or more persons constitute the Client all obligations of the Client shall be joint and several.

1.15 Any notice by the Provider to the Client shall be deemed sufficiently served if sent by hand or by first class prepaid post recorded delivery or special delivery to the Client at its registered or last known address or left at the Workspace and can be sent by email provided a hard copy has also been so sent. Any notice by the Client to the Provider shall be sufficiently served if delivered by hand or sent by first class prepaid post recorded delivery or special delivery at its registered office or such other address as notified by the Provider.

2 SERVICES AND OBLIGATIONS

2.1 Office Workspace(s): The Provider is to provide the number of serviced office Workspace(s) for which the Client has agreed to pay in the Workspace stated in this agreement. This agreement lists the Workspace(s) the Provider has initially allocated for the Client’s use. The Client will have a non-exclusive right to the Workspace(s) office, desk space and/or suite allocated to it (but shall be entitled to exclusive use of any allocated office, desk space and/or suite to the exclusion of other occupiers of the Building). Occasionally the Provider may need to allocate different Workspace(s), but these Workspace(s) will be of reasonably equivalent size and the Provider shall be entitled on giving not less than one months' notice to require the Client to occupy such different Workspace(s).

2.2 Office Services: The Provider is to provide during normal opening hours the services, if requested, described in the relevant service description (available on request). If the Provider decides that a request for any particular service is excessive, it reserves the right to charge an additional fee. The Provider may (in its absolute discretion) add to, extend, vary, withdraw or withhold any of the services provided that in doing so the Provider must act reasonably and in the interests of good estate management.

2.3 The Provider’s IT: whilst the Provider has internet security protocols, the Provider does not make any representations or provide any warranty or assurances as to the security of the Provider’s network (or the internet) or of any information that the Client places on it. The Client should adopt whatever security measures (such as encryption) it believes are appropriate to its circumstances. The Provider cannot guarantee that a particular degree of availability will be attained in connection with the Client’s use of the Provider’s network (or the internet).

3 PROVIDING THE SERVICES

3.1 Access to the Workspace(s): The Provider may need to enter the Client’s Workspace(s) and may do so at any time. In the case of private offices, the Provider must give the client at least five days' notice of such entry except in the event of emergency. Otherwise, unless there is an emergency or the Client has given notice to terminate, the Provider will attempt to notify the Client verbally or electronically in advance where the Provider needs access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. The Provider will also endeavour to respect reasonable security procedures to protect the confidentiality of the Client’s business.

3.2 Availability at the start of this agreement: If for any reason the Provider cannot provide the Workspace(s) stated in this agreement by the date this agreement is due to start, it has no liability to the Client for any loss or damages but the Client may cancel this agreement without penalty. The Provider will return the deposit in full with immediate effect to the client and will not charge the Monthly Payment for the Workspace(s) until it becomes available. The Provider may delay the start date of this this agreement provided it provides to the Client alternative Workspace(s) that shall be at least of equivalent size to the Workspace(s) stated in this agreement.

4 WORKSPACE(S)

4.1 The Client must not alter any part of its Workspace(s) and must take good care of all parts of the Workspace and Building, its equipment, fixtures, fittings and furnishings which the Client uses. The Client is liable for any damage caused by it to the Building or Workspace or by those in the Workspace with the Client’s permission or at the Client’s invitation whether express or implied, including but not limited to all employees, contractors, agents or other persons present on the premises.

4.2 Office equipment: The Client must not install any cabling, IT or telecom connections without the Provider’s consent, which the Provider may refuse at its absolute discretion. As a condition to the Provider’s consent, the Client must permit the Provider to oversee any installations (for example IT or electrical systems) and to verify that such installations do not interfere with the use of the Workspace(s) by other clients or the Provider or any landlord of the Building.

4.3 Insurance: It is the Client’s responsibility to arrange insurance for its own property which it brings to the Workspace and for its own liability to its employees and to third parties. The Provider strongly recommends that the Client puts such insurance in place.

5 USE

5.1 The Client must only use the Workspace(s) for office purposes. Office use involving frequent visits by members of the public, is not permitted. Any other use is strictly excluded and prohibited.

5.2 The Client must not carry on a business that competes with the Provider’s business of providing serviced offices or its ancillary services.

5.3 The Client’s name and address: The Client may only carry on that business in its name or some other name that the Provider agrees with the Client in advance in writing.

5.4 Use of the Workspace Address: The Client may use the Workspace address as its business address.

6 COMPLIANCE

6.1 Comply with the law: The Client must comply with all relevant laws and regulations in the conduct of its business in relation to this agreement. The Client must do nothing illegal in connection with its use of the Workspace and Building. The Client must not do anything that may interfere with the use of the Workspace by the Provider or by other users of the Workspace, (including but not limited to political campaigning or immoral activity), cause any nuisance or annoyance, increase the insurance premiums the Provider has to pay, or cause loss or damage to the Provider (including damage to reputation) or to the owner or any occupier of any interest in the Building which contains the Workspace the Client is using. The Client shall comply at all times with all relevant anti-bribery and anti-corruption laws subsisting in England from time to time.

6.2 If the Provider has been advised by any government authority or other legislative body that it has reasonable suspicion that the Client is conducting criminal activities from the Workspace then the Provider shall be entitled to terminate this agreement with immediate effect. The Provider confirms that in providing the services it has not employed or used any labour in contravention of the requirements of any antislavery laws.

6.3 The Client acknowledges that:

6.3.1 the terms of this clause 6 are a material inducement in the Provider’s execution of this agreement and

6.3.2 any violation by the Client of this clause 6 shall constitute a material default by the Client hereunder, entitling the Provider to terminate this agreement, without further notice or procedure.

6.4 The Provider may collect and process personal data from and of the Client to administer contractual relationship, ensure compliance with applicable laws and regulations:

6.4.1 to the extent the UK GDPR applies (under section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and

6.4.2 to the extent the EU GDPR applies (General Data Protection Regulation ((EU) 2016/679)), the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data), and enable the Provider to provide its services and to manage its business. The Client acknowledges and accepts that such personal data may be transferred or made accessible to all entities of the Provider’s group, wherever located, for the purposes of providing the services.

7 THE PROVIDER'S LIABILITY

7.1 The extent of the Provider’s liability: To the maximum extent permitted by applicable law, the Provider shall not be liable to the Client in respect of any loss or damage the Client suffers in connection with this agreement, with the services or with the Client’s Workspace(s) unless the Provider has acted fraudulently or negligently in causing loss or damage. The Provider is not liable for any loss as a result of the Provider’s failure to provide a service as a result of mechanical breakdown, strike, termination of the Provider’s interest in the building containing the Workspace or otherwise unless the Provider does so deliberately, fraudulently or is negligent. In no event will the Provider be liable for any loss or damage until the Client provides the Provider written notice and gives the Provider a reasonable time to put it right. If the Client believes the Provider has failed to deliver a service consistent with these terms and conditions the Client shall provide the Provider written notice of such failure and give the Provider a reasonable period to put it right.

7.2 Exclusion of consequential losses, etc.: the Provider will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any economic or consequential loss. The provider strongly advises the client to insure against all such potential loss, damage, expense or liability.

7.3 The Provider shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

8 FEES

8.1 Taxes and duty changes: The Client agrees to pay promptly (i) all sales, use, consumption and any other taxes and license fees which it is required to pay to any governmental authority (and, at the Provider’s request, will provide to the Provider evidence of such payment) and (ii) any taxes paid by the Provider to any governmental authority that are attributable to the Workspace(s), including without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees.

8.2 Deposit: The Client will be required to pay a deposit equivalent to two months of the Monthly Payment (plus VAT/Tax where applicable) upon entering into this agreement unless a different amount is specified on the front of this agreement. This will be held by the Provider without generating interest as security for performance of all Client’s obligations under this agreement. The deposit or any remaining balance will be returned to the Client when the Client has settled its account which includes deducting outstanding fees and other costs due to the Provider.

8.3 The Provider may require the Client to pay an increased Deposit if outstanding fees exceed the deposit held and/or the Client frequently fails to pay the Provider when due.

8.4 Office Restoration Service: The Provider reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear.

8.5 Payment: The Provider is continually striving to reduce its environmental impact and supports its clients in doing the same. Therefore, the Provider will send all invoices electronically (where allowed by law) and the Client will make payments via an automated method such as Direct Debit or Credit Card, wherever local banking permit unless another form of payment is offered to the Client.

8.6 Late Payment and Penalty: All invoices are due upon receipt and should be paid no later than the 1st day of each month. If the Client does not pay fees when due, an administration fee of £25 plus interest at 5% above Lloyds Bank Plc’s base rate will be charged on all overdue balances under £1,000 from the date the balance is due until the date of payment. For balances equal to or greater than £1,000 a fee of £50 plus interest will be charged at 5% above Lloyds Bank Plc’s base rate from the date the balance is due until the date of payment. Late fee dates will vary based on the type of service/invoice that is provided. At any time, the Client may ask the Provider on what date a late fee will be assessed. If the Client disputes any part of an invoice, the Client must pay the amount not in dispute by the due date or be subject to such late fee and interest. The Provider also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to the Workspace(s)) while there are any outstanding fees, penalties and interest or the Client is in breach of this agreement which, for the avoidance of doubt, includes the House Rules.

8.7 Insufficient Funds: The Client will pay a fee of £50 or the maximum amount permitted by law for any returned cheque or any other declined payment due to insufficient funds.

8.8 If this agreement is for a service period of more than 12 months, the Provider will be entitled to increase the Monthly Payment from each anniversary of the start date. The Monthly Payment and any other fees on any renewal will be at the then prevailing rate determined by BLOCK.

8.9 Recurring Services including but not limited to vehicle parking: The standard fee and any fixed, recurring services requested by the Client are payable in advance, by the 1st day (or such other day as the Provider designates) of each month following the date the Client receives their invoice. Recurring services will be provided by the Provider at the specified rates for the duration of the Service Period (including any renewal). If the Client has a need to cancel a recurring service they may request this at any time up to the notification due date of the agreement. The cancellation will be applied from the first day of the renewal start.

8.10 Variable Services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with our published rates which may change from time to time, are invoiced in arrears and payable on the 1st day (or such other day as the Provider designates) of the month following the calendar month in which the additional services were provided. For Client’s convenience, the Service Price Guide, which may change from time to time, lists many commonly requested services and their costs. If you require a service not shown in the Service Price Guide, such as postage, shipping labels, courier or overnight delivery services, please ask a Workspace team member for the cost as it may include a convenience and administrative fee. Additional services are subject to the availability of the Provider’s Workspace staff to accommodate such requests at the time each such request is made.

8.11 International and Premium calls will incur an additional charge, please speak to a member of our team. Discounts, Promotions and Offers: If the Client benefited from a special discount, promotion or offer, the Provider may discontinue that discount, promotion or offer without notice if the Client materially breaches these terms and condition

8.12 Discounts, Promotions and Offers: If the Client benefited from a special discount, promotion or offer, the Provider may discontinue that discount, promotion or offer without notice if the Client materially breaches these terms and conditions.