Terms and conditions

General Terms and Conditions

INTERPRETATION The definitions and rules of interpretation in this clause apply in this Agreement:

Definitions: Access Materials: any keycard, gate fob or door keys provided by The Halley from time to time to facilitate access to the Premises.

Additional Facilities: such other Facilities in addition to the Included Facilities as may be made available to the Member by The Halley from time to time.

Additional Fees: sums due in respect of the use of any Additional Facilities plus VAT.

Agreement: together, the Special Terms and the General Conditions. Brochure: The Halley’s marketing brochure entitled ‘The Halley Brochure’ (as the same may be updated from time to time. Business Day: a day other than a Saturday, Sunday or public holiday in England. Commencement Date: the date from which this Agreement is effective, as detailed in the Special Terms. Deposit: an amount equivalent to one month’s Membership Fee plus VAT or such other amount as provided for in this Agreement.

Facilities: shared workspace, workstations, shared internet access, basic office equipment and such other facilities as may be made available by The Halley at the Premises from time to time. Included Facilities: those Facilities that are made available to the Member by The Halley within the Membership Fee having regard to the Member’s Membership Category. Member: the party identified as such in the Special Terms.

Membership Fee: the monthly fee payable to The Halley by the Member for access to the Premises and the Included Facilities. Initial Commitment: as set out in the Special Terms.

Notice Period: as set out in the Special Terms.

Premises: The Halley’s premises at 2-10 Hertford Road, De Beauvoir Town, London, N1 5ET. Rules: the rules governing use of Premises, as amended and/or varied by The Halley from time to time. A copy of the Rules as in force at the date of this Agreement is attached hereto at Schedule 1.

Term: the duration of this Agreement, starting from the Commencement Date, and as further described in clause 2. The Halley: The Halley Space Limited (Company No. 12281349), whose registered office is situated at 3rd Floor Bankstock Building, 42-44 De Beauvoir Crescent, London N1 5SB.

The Membership categories ‘Resident’, ‘Satellite’, ‘Flexible’ and ‘Studio’ (each a Membership Category) shall be as defined in (and shall include the Included Facilities ascribed to them) in the Brochure.

TERM

This Agreement begins on the Commencement Date and (subject to clause 8.1 below), unless it is terminated by either party giving the other written notice at least equal to the Notice Period expiring at the end of the Initial Commitment, this Agreement will automatically be extended until it is terminated by either party giving the other written notice at least equal to the Notice Period.

THE PREMISES

Following Acceptance (subject to the Member’s compliance with clause 4.1 below) the Member will be provided with appropriate Access Materials. The Member shall be required to sign a receipt for all Access Materials so provided and shall be responsible for them until such time as they are returned to The Halley. The Halley reserves the right to make a charge for replacing any lost or damaged Access Materials in accordance with the Rules. All Access Materials are owned by and remain the property of The Halley at all times.

The Premises are and will at all times remain the property of The Halley. The Halley is providing the Member with a non-exclusive license to enter upon the Premises and to make use of the Included Facilities and (if applicable) Additional Facilities in common with others. Members shall not at any time acquire any property rights in or to the Premises (or any part thereof) and for the avoidance of doubt nothing herein shall be deemed to:

Create a lease or tenancy; or grant any Member any title, easement, lien, possession or related rights in the business of The Halley or the Premises (or either of them).

The Member hereby agrees to observe the Rules and to procure the observance of the Rules by its invitees at all times when on the Premises and/or using the Facilities.

Entry to the Premises shall at all times be at the discretion of The Halley. The Halley reserves the right to refuse entry to or expel any person from the Premises who is, whom The Halley reasonably believes to be, or who to the best of The Halley’s knowledge has in the past been, in breach either of this Agreement, the Rules, or any additional conditions or terms governing use of the Premises or the Facilities issued by The Halley from time to time in its discretion. ` FINANCIAL MATTERS

4.1 The Member shall pay by Direct Debit: 4.1.1 the Membership Fee plus VAT in advance on the 1st day of each calendar month during the Term; and 4.1.2 on demand from time to time any Additional Fees. 4.2 On or before the Commencement Date the Member shall pay the Deposit which will be held by The Halley as security for any breach of the terms of this Agreement. Under such circumstances The Halley may withdraw money from the Deposit at any time and after any such withdrawal the Member shall on demand by The Halley pay such sum as is necessary to restore the Deposit to the amount referred to in the Special Terms. 4.3 The Deposit may be increased if the Member is persistently in arrears with payment of monies due to The Halley or if the aggregate of the Membership Fee and any Additional Fees shall exceed the Deposit or if the Member cancels the Direct Debit. 4.4 The Deposit (or such balance of it, if any, as remains after any withdrawals) shall be refunded to the Member within 30 days from the termination of this Agreement. Any interest accruing on the Deposit shall be the absolute property of The Halley. 4.5 The Member shall keep The Halley indemnified from and against all expenses, losses and claims arising from any breach of the Member’s obligations contained in this Agreement, or from the use of the Premises or the Facilities by the Member, or arising from any act, omission, neglect or default of the Member. 4.6 If the Member fails to pay the Membership Fee, Additional Fees or any other monies due under this Agreement on the due date, the Member shall pay interest at 5% above the base rate of HSBC Bank Plc from time to time on such overdue sums calculated from the due date to the date of payment (subject to a minimum interest payment of £200). 4.7 All sums payable to The Halley under this Agreement shall be paid in pounds sterling in cleared funds and without any deduction. 4.8 For the avoidance of doubt, the Membership Fee set out in the Special Terms only covers the number of persons specified in the Special Terms and the Membership Fee shall be liable to increase if the Member wishes to increase that number. 4.9 Where the Included Facilities are provided for any period of less than a month Membership Fees will be applied on a pro-rata basis. 4.10 Additional Fees are liable to increase from time to time by The Halley in its absolute discretion.

CONFIDENTIALITY Neither of the parties hereto will disclose to any third party (other than their professional advisors on a confidential basis or as required by law) any matters pertaining to the confidential business of the other party.

PRIVACY POLICY The Halley takes the privacy of members’ information very seriously. The Halley’s Privacy Policy explains how and for what purposes The Halley uses the information collected from members and prospective members through its application process, payment of The Halley’s charges, its website, any correspondence with members and any other forms or documents completed by members from time to time in relation to matters pertaining to their membership. A copy of the Privacy Policy is available on The Halley’s website. By applying, becoming or continuing to be one of The Halley’s members and using any Facilities, members and prospective members are agreeing to be bound by this policy in respect of the information collected (previously and in the future) about them via any of the methods mentioned above.

LIMITATION OF LIABILITY

To the extent permitted by law, The Halley excludes all conditions, warranties, representations or other terms that may apply to the Facilities, whether express or implied.

The Halley shall not be liable to the Member nor shall the Member have any claim against The Halley in tort, contract or otherwise for any loss, damage, injury or expense arising out of or in connection with the Member’s use of the Premises or the Facilities including (without prejudice to the generality of the foregoing) in respect of any loss of profit, production, anticipated savings, goodwill or business opportunities or any type of indirect, economic or consequential loss, even if that loss or damage was reasonably foreseeable or The Halley was aware of the possibility of that loss or damage arising.

The total liability of The Halley in all cases is limited to the amount of the Membership Fee actually paid to The Halley by the Member.

Nothing in this Agreement excludes or limits The Halley’s liability for death or personal injury arising from The Halley’s negligence or fraud, or any other liability that cannot be excluded or limited by English law.

TERMINATION The Halley shall be entitled to terminate this Agreement forthwith (without prejudice to any rights which The Halley may have under this Agreement) at any time if:

The Membership Fee or any part of It is in arrears and unpaid for 10 Business Days after becoming due; or

The Member at any time fails or neglects to perform or observe any of the obligations, terms, conditions or agreements contained in this Agreement or the Rules.

Upon termination of this Agreement the Member shall immediately cease all use of the Facilities and vacate the Premises returning all Access Materials. The Member shall remove all its goods and effects from the Premises and in the event of a failure to do so The Halley shall be entitled to dispose of such goods and effects in its absolute discretion.

GENERAL

The Halley may at any time modify this Agreement. The Halley will notify the Member of any changes to this Agreement by emailing the Member (at the email address provided in the Special Terms) at least 30 days before such changes shall take effect. If the Member objects to any changes the Member may notify The Halley by emailing hello@thehalley.co.uk. By continuing to use the Facilities after changes to this Agreement are made and notified the Member agrees to be bound by such changes. Save as aforesaid no variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter it covers.

Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

This Agreement is personal to the Member. The Member shall not, without the prior written consent of The Halley, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

The Halley may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

If the performance of this Agreement or any obligations hereunder is prevented, restricted or interfered with by reason of earthquake, fire, flood or other casualty or due to strikes, riot, storms, explosions, acts of God, war, terrorism, or a similar occurrence or condition beyond the reasonable control of the Parties, the Party so affected shall, upon giving prompt notice to the other Parties, be excused from such performance during such prevention, restriction or interference, and any failure or delay resulting therefrom shall not be considered a breach of this Agreement.

Any notices served under this Agreement must be in writing. Notices to:

The Halley shall be sent by recorded delivery to 3rd Floor Bankstock Building, 42-44 De Beauvoir Crescent, London N1 5SB (or such other address as The Halley shall notify to the Member from time to time) marked for the attention of the Managing Director;

The Member shall be sent either by recorded delivery or email to the address stated in the Special Terms.

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 or claims) shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of London, England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

Rules

Use of The Premises

The Member must take proper care of all parts of The Halley, its equipment, fittings and furnishings. The Member must not alter any part of it. The Member agrees to be responsible for all damage caused by the Member and his/her guests to the Premises.

The Member must not install any furniture or office equipment, cabling, IT or telecom connections without The Halley’s prior consent.

The Member will not make any modifications to the office structures, walls or partitions.

At the end of the Member’s tenure, the Member will be solely responsible for full reinstatement of their desk back to the original state.

Members shall not remove any of the furniture, fixtures or decorative material from the workstation(s) or any other part of the shared workspace without the prior consent of The Halley. Such removal will only be entertained under the supervision of The Halley.

Members shall not use the Premises for manufacturing or storage of merchandise except as such storage may be incidental to general office purposes.

The electrical current shall be used for ordinary lighting, powering personal computers and small appliances only.

If the Member requires any special installation or wiring for electrical use, telephone equipment or otherwise, such wiring shall be done at the Member's own expense and by such personnel as designated by The Halley, and only upon the prior the written consent of The Halley.

No advertisement, identifying signs or notices, other than those provided by The Halley shall be inscribed, painted, or affixed on any part of the corridors, doors or public or common areas without the prior written consent of The Halley.

The Member shall not, without the prior written consent of The Halley, store or operate in or upon the workstation(s) or any other part of the Premises, any equipment (except for personal computer) or any other business machine, reproduction equipment, heating equipment, stove, radio, stereo equipment or other amplification equipment, vending or coin operated machine, refrigerator or coffee equipment, without the prior written consent of The Halley. Members must not operate any mechanical or manufacturing business or do any cooking in the Premises and must not bring into the Premises any flammable fluids including without limitation gasoline or kerosene for heating, warming or lighting. Under no circumstances shall hazardous or illegal articles be brought into the Premises.

No firearms, weapons of any kind, offensive gases, odours or liquids are permitted in the Premises.

All corridors, halls and stairways shall not be obstructed by the Member or used for any purpose other than egress and ingress.

No additional locks or bolts of any kind shall be placed upon any of the doors or windows of the Premises by the Member, nor shall any changes be made to existing locks or the mechanisms thereof.

The Member may not, without the prior written consent of The Halley, use, display or reproduce, in any form whatsoever any trademarks, logos, or any other intellectual property which is the exclusive property of The Halley.

Conduct

The Member shall not (and shall procure that its invitees do not):

Lend Access Materials or give access codes to anyone or allow a non-member to enter into the Premises or use any of the Facilities unless accompanied by the Member. The Member will be fully responsible for its invitees’ behaviour whilst at the Premises;

Use the Facilities to upload or download files that the Member knows or ought to have known are illegal or have no rights to, nor use the Facilities in connection with contests, pyramid schemes, chain letters, junk email, spamming or any other duplicative or unsolicited messages whether commercial or otherwise access any device connected to The Halley network or the internet that the Member does not have permission to access;

Use the Facilities to publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful materials;

Use any material or information, including images or photographs, which are made available through use of the Facilities in any manner that may infringe any copyright, trademark, patent, trade secret, or other proprietary rights of The Halley or any other third parties;

Upload files that may contain viruses, Trojan Horses, Worms, corrupted files, or any other similar software or programs that may damage the operation of other computers or properties. All computers used at the Premises must have up to date antivirus software installed;

Restrict or inhibit other members from using or enjoying the Facilities;

Violate any additional codes of conduct or other guidelines which may be issued by The Halley relating to use of the Facilities from time to time;

Harvest or otherwise collect information about others, including email addresses, without the authorisation or consent of the disclosing party. Members must abide by all applicable data protection legislation that may be in force from time to time in using the Premises and the Facilities;

Violate any applicable laws or regulations or conduct any illegal businesses or activities when using the Premises and the Facilities.

The Member and the Member’s invitees shall conduct themselves in a business-like manner at all times whilst at the Premises and use the Premises only as high-class business premises.

Noise level must be kept at a level so as not to interfere with or disturb other members.

Members may use the public or common areas within the Premises but must keep those areas neat and in proper order at all times.

Members should not leave any parcel, boxes or objects that may block the hallways, entryways or stairways or any other public or common area.

Members may not conduct business in the hallways, reception area or any other public or common area without the prior consent of The Halley.

Members shall not occupy or permit any portion of the Premises to be occupied or used for the manufacture, sale, gift or use of liquor, narcotics or tobacco in any form.

Members shall not use the workstation(s) for lodging or sleeping or for any immoral, repugnant or illegal purposes.

Except verified and registered service animals for the visually impaired, Member shall not bring pets or animals into the Premises without the prior consent of The Halley.

Canvassing, soliciting and peddling in the Premises is strictly prohibited.

Members (and, as applicable, their officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, and invitees) shall at all times refrain from participating in any type of harassing or abusive behaviour or making threats of any kind or nature to The Halley’s staff or other persons on the Premises.

Smoking is prohibited in all public and common areas, including the Creative Suite and Meeting Room. No smoking is permitted at any time in any area of the Premises.

Members shall not during the Term or for a period of 6 months after the expiration or sooner determination of the Term employ (directly or indirectly) any person who has been in the employment (directly or indirectly) of The Halley and if a Member breaches the provisions of this clause the Member shall pay to The Halley on demand by way of liquidated damages an amount equal to 50% of the gross annual remuneration of such employee.

Security

All Access Materials are the property of The Halley. Access Materials are for the Member’s use and are non-transferrable. In the instance of loss or misplacement, the Member must report this to The Halley immediately and the following charges will apply: Access Card £20 Fob £20 Keys £20

NB: The Member may also be required to pay for the charges in relation to the changing of locks. It is the Member’s responsibility to close the doors to the Creative Suite and Meeting Room properly after use.

It is the Member’s responsibility to ensure that the access door to The Halley is securely locked if the Member is using the shared workspace outside normal working hours. Normal working hours are from 08:30 to 22:00 Monday to Friday. The Member must not leave open any corridor doors, exit doors or doors connecting corridors during or after operating hours.

Members are asked to note that The Halley operates 24-hour surveillance cameras in the public areas of the Premises for security reasons.

Members shall not leave spaces specifically designated for their use unattended for an extended period of time. Members shall close and securely lock all doors and switch off all lights and other electrical apparatus before leaving. Any damage, including damage to other members’ properties, resulting from failure to do so shall be borne by the Member who shall indemnify The Halley for any resulting loss and damage.

Members’ Property/Insurance

All property belonging to the Member or any employee(s), agent(s), invitee(s) or guest(s) of the Member shall be kept at the Premises at the risk of such person and The Halley shall not be responsible for any damage thereto or for theft or misappropriation thereof. Members should safeguard their own properties at all times.

Members are responsible for arranging for appropriate insurance for any personal property which they, their staff or invitees may bring on to the Premises. Members agree to provide evidence of such insurance to The Halley on request.

Members shall comply with the requirements of any insurers of the Premises and shall not to do or omit to do anything which would result in any policy or insurance in respect of the Premises becoming void or voidable or otherwise prejudiced, or which would cause the premium for such policy to be increased.

Changes to these Rules

The Halley reserves the right to amend or add to these Rules in its sole and absolute discretion from time to time if necessary for the safety and comfort of other members or for the care and wellbeing of the shared workspace environment.

The Halley shall have no responsibility to Members for the violation or non-performance by other members of any of these Rules but shall use reasonable efforts to uniformly enforce all Rules.