Terms and conditions

General Terms and Conditions

TERMS & CONDITIONS

Subject to the terms and conditions of this agree¬ment, including any appendices (collectively, the “Client Agreement”) and any other policies Square Works makes available to you with prior notice from time to time, Square Works shall use reasona¬ble efforts to provide you and your Members the services described herein for the relevant Space.

1. DEFINITIONS “Additional Charges” Means those residencies related amenities and services, for which additional charges are due, including but not limited to meeting room access, restaurant charges, room service, call and mail handling, calls made from landline, printing and photocopying. “Member” means each person the Client authoris¬es as being allowed to receive the Services. “Square Works” “we” or “us” means Square Works. “Client” or “you” means the company, entity or individual that enters into the Client Agreement with Square Works and is identi¬fied as such on the Details Form. “Services” means, subject to the terms of the Client Agreement: i. access to the Space; ii. maintenance of the Space by Square Works; iii. furnishings in a quantity deemed appropriate by Square Works; iv. access to Square Works internet v. use of certain meeting rooms in the Space; vii. use of utilities within the Space; viii. use of communal areas, including kitchens (and items made available therein); ix. participation in resident related events and pro¬motions “Space” means Square Works, 17-18 Berkeley Square, Clifton, Bristol, BS8 1HB “Start Date” means the date set forth on the De¬tails Form. “Term” has the meaning set out in section 5. x. “Standard Rate” is the desk pricing by service level set by Square Works, which is reviewed from time to time

2. MEMBERS a. Only Members shall be entitled to access the Space and utilise the Services. A list of all such individuals working within resident offices must be submitted to Square Works prior to first use of the Space (the “Members List”). The Client is responsible for maintaining the accuracy of the Members List and any changes shall be notified to Square Works immediately. b. The Client shall at all times be responsible for the actions of all individuals on their membership or any of their guests.

3. START DATE a. If Square Works are unable to make the Space available by the Start Date, we shall not be subject to any liability related thereto. b. This Client Agreement shall remain in full force and effect, provided that failure to provide access to the Space shall not last longer than two (2) months (the “Longstop Date”). c. Square Works will not charge you the Fees during the term the Space is not available. d. Notwithstanding the Start Date and subject always to the preceding paragraphs, this Client Agreement shall be effective and access to the Space permitted only when Square Works has received: i. an executed version of the Client Agreement; ii. a Members List; iii. the Client Fee (as defined below) for one (1) month; iv. a Deposit (as defined below), where applicable.

4. FEES a. Fees due from you comprise, (but are not limit¬ed to): i. a deposit (the “Deposit”), where applicable; ii. a monthly client fee, (the “Client Fee”); iii. any business rates owing for the Space; and iv. additional Charges. v. together, the “Fees”. b. By providing Square Works with your pay¬ment details, you consent to your account being charged by Direct Debit in accordance with the terms of this Client Agreement and Direct Debit regulations. You are required to inform

Square Works promptly of any changes to the bank account from which your Direct Debit is paid. You will be given 10 days’ notice of the total due prior to the Direct Debit being taken. c. The Deposit is an amount equal to one (1) month’s Client Fee and is due and payable immediate¬ly upon execution of the Client Agreement. We shall use reasona¬ble endeavours to return the Deposit to you with¬in 30 business days of the Termination Date, (as defined below), subject to: i. your material compliance with all obligations pur¬suant to this Client Agreement during the Term; ii. the deduction of any monies due and payable to Square Works pursuant to the Client Agree¬ment; and iii. any amount which in the sole discretion of Square Works is required to rectify any loss or damage you have caused. e. The payment of the Deposit shall not affect our right to demand payment at any time in respect of any amounts due under this Agreement and the Client shall have no right to insist on an offset at any time against outstanding Fees. Square Works shall at all times retain the right to demand pay¬ment to increase the Deposit held if circumstances reasonably require such action. f. You will sign any necessary paperwork and undertake any reasonable actions for us to pay business rates on your behalf and/or claim Small Business Rate Relief. g. During the Term, the Client Fee shall be due and payable monthly and in advance on the 1st of each month or where applicable, the next business day. The Client Fee set forth on the Details Form shall cover the Services for the number of Members indicated on the Members List. h. Additional Charges shall be paid by you in ar¬rears on your next invoice (Direct Debit) or where applicable, the next business day. In the event that Additional Charges incurred by you meet or exceed an amount equal to £500, payment shall become immediately due and payable. i. If you anticipate or experience any problems with payment, or in the event of any discrepancy in the invoiced Fees, you must contact the Communi¬ty Manager immediately. j. If you fail to make any payment due in accord¬ance with this Client Agreement, Square Works will issue a fee reminder (a “Fee Notice”). In the event that you fail to pay the Fees specified within the Fee Notice within 7 business days of receipt, Square Works reserves the right to suspend or terminate the Client Agreement with immediate effect. k. On issuance of a Fee Notice, Square Works is entitled to claim interest at the rate prescribed by the Late Payment of Commercial Debts (interest) Act 1998 on all overdue Fees. Such interest shall accrue on a daily basis from the date of the Fee Notice until actual payment of the overdue amount, whether before or after judg¬ment. You shall pay the interest together with the overdue amount. l. Notwithstanding the Fees specified in the Client Agreement or otherwise notified to you, Square Works reserves the right to adjust such Fees. Such changes will be notified to you at least one calendar month in advance of the next pay¬ment date. m. Except as specified herein, there are no refunds of any Fees or other amounts paid by you in con¬nection with the Services.

5. TERM

The Client Agreement shall commence on the Start Date and continue for any initial period noted in the Service Description above, after which point, the contract will become rolling and subject to section 7 below.

6. LOCATION a. This Client Agreement is linked to the Space and The Square Club, which shall form the main premises of the Client and its Members. b. Square Works reserves the right to access your work space, with provision of reasonable notice, for safety, repair or emergency purposes.

7. TERMINATION a. After the end of any initial period noted in the Service Description above, you shall give Square Works a minimum of three (3) month’s written notice to terminate the Client Agreement (a “Termination Notice”). Termination will take effect on the final business day in the calendar month three months following receipt of the Termina¬tion Notice (the “Termination Date”). b. Square Works may, at its sole discretion, with¬hold Services or immediately terminate this Cli¬ent Agreement if: i. the Client becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay debts as they fall due; ii. the Client is in breach the Client Agreement or a breach is deemed by Square Works to be reasonably likely to occur; iii. in the sole opinion of Square Works, the Cli¬ent or a Member is persistently in breach of the Clients’ code of conduct; or iv. the Client or a Member commits any unlawful or undesirable act in a Square Works location. c. Square Works may otherwise terminate your Client Agreement by giving you one-month notice with or without cause. d. From and including the Termination Date, no Member may access the Space or any Square Works location, nor utilise any Service. You will remain liable for all amounts incurred until the Termination Date and we may exercise our rights to collect due payment, despite termination of this Client Agreement. e. Prior to the termination of this Client Agree¬ment, you will remove all of your and your guests’ property from the Space. At the Termination Date, you must vacate the Space, leaving it in the same condition as it was at the commencement of this Client Agreement. Square Works are not liable or responsi¬ble for any mail or correspondence received after the Termination Date. f. You, any Member or any guest may be otherwise excluded, temporarily or indefinitely, from any Square Works location in the interests of security, safety or propriety, for non-compliance with the Client Agreement or Clients’ Code of Conduct, for behaving in an inappropriate manner, causing disruption, embarrassment or offence, or abusing Square Works employees or Clients.

8. CLIENTS’ CODE OF CONDUCT a. Square Works is a Co-Working space and you must be respectful of all members of the space and their property. You must comply with the Cli¬ents’ Code of Conduct, the contents of which are deemed incorporated into and are to be read in conjunction with the Client Agreement. b. You warrant that a copy of the Clients’ Code of Conduct has been issued, read and accepted by each Member.

9. GUESTS a. Residents are permitted to invite guests to the Space for the purpose of attending meetings and attending the Client’s work space. The maximum number of guests permitted shall be limited to the maximum capacity of the room reserved for the relevant meeting. Guests are not permitted to use the common areas of the Space as a work space. b. Meetings with guests must take place within a Client’s office, a meeting room or a communal area. Meetings are not permitted to be conducted at Hot Desks or Fixed Desks that form part of the common areas of the Space where they may dis¬turb other clients of Square Works. c. You are entirely responsible for your guests, their behaviour and conduct whilst at Square Works, which should at all times comply with the terms set out herein.

10. ACCESS a. All Members shall be issued with an access card (the “Square Works Card”), which must be pro¬duced to enter the Space. Square Works reserves the right to refuse entry to the common parts of the Space to any Member who fails to produce a Square Works Card. b. Signature members are able to access Square Works during stated opening hours only (set from time to time by Square Works on reasonable notice). c. Client Members have access to Square Works 24 hours a day. d. Square Works Cards and other such items used to gain physical access to the Space remain our property. You and any Members must safeguard all such property and shall not share, duplicate or dis¬tribute Square Works Cards. A replacement fee will be charged for any lost or damaged Square Works property or access cards.

11. TECHNOLOGY & SUPPORT a. Members and guests are prohibited from access¬ing or using (or attempting to access or use) the wireless Internet access points (the“WIFI”), or tak¬ing any action online that violates any applicable law or regulation or that could harm Square Works or any third party or interfere with the operation of the WIFI. Please refer to the WIFI Terms and Con¬ditions in the Code of Conduct for further details. b. All electronic devices used within the Space, must be kept clean of malware, viruses or anything designed to perform malicious operations. Square Works may remove any device that poses a threat to our networks or members. c. You and any member are responsible for pro¬tecting yourself from the impact of computer vi¬ruses, malware and malicious software. You should also take reasonable steps to likewise protect other clients of Square Works. d. Where Square Works reasonably believes that WIFI usage by any Member (or their guest) ad¬versely impacts the fair usage of other clients, Square Works reserves the right to: i. monitor your usage; ii. request you moderate your use; or iii. take action to limit any excessive usage. iv. Support is available to troubleshoot problems a Member may experience with printing, network connectivity or other related IT or technology is¬sues. In the event that Square Works provide such services, we will not be responsible for any damage to your equipment.

12. LIMITATION OF LIABILITY & INDEMNIFICATION a. Nothing in the Client Agreement shall limit or exclude Square Works’ liability for: i. death or personal injury caused by its negli¬gence, or the negligence of its employees, affiliates, sub-contractors, suppliers or other representatives; or ii. fraud or fraudulent misrepresentation; b. Notwithstanding the preceding paragraph, Square Works, its employees, affiliates, parents, sub-contractors, suppliers or other representatives (together, with “Quarter Ltd”), shall not be liable to you, any Member or guest, in contract, tort (includ¬ing negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Client Agreement for: i. damage, loss, or theft of personal or business belongings; ii. loss or corruption of data or information; iii. direct or indirect loss, including, but not limited to any loss of profit, revenue, reputation, business, opportunity, contract, goodwill, consequential or economic loss or damages of any kind; or iv. any claim by third parties. c. Notwithstanding acceptance of these terms, Square Works’ liability shall not in any case exceed an amount equal to the Fees paid by you in the twelve months prior to any liability arising. d. You and/your eligible users on your member¬ship agree to release, indemnify and keep indem¬nified Square Works and associated Parties from and against any and all actions, claims, including third party claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities or demands suffered or incurred by Square Works arising out of or in connection with any breach of this Client Agreement by you, any Member or your or their guests or any of your or their actions or omissions. e. You are responsible for the actions of and all damages caused by all persons that you, your team or your or their guests invite to enter any Square Works location. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Square Works Parties without our written consent. None of the Square Works Parties shall be liable for any settlement made without its prior written consent. f. We encourage you to maintain personal property insurance and commercial general liability insur¬ance covering you for property loss and damage, injury to Members and their guests and prevention of or denial of use of or access to, all or part of the Space occupied and used as part of your business, but excluding the common parts of the Space, in form and amount appropriate to your business.

13. NOTICES a. All notices or other communications given to you under or in connection with this Client Agreement shall be sent by email to the principal contact provided on the Details Form and shall be deemed to have been received at 9.00am on the next business day after transmission. b. In the event that we receive multiple notices from different individuals representing the Client membership containing inconsistent instruc¬tions, we shall contact and follow instructions from the principal contact. c. These notice provisions do not apply to the ser¬vice of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14. CONFIDENTIALITY & PRESS a. The terms of this Client Agreement are confidential and neither you nor any Member may disclose them without Square Works’ prior written consent, unless required to do so by law or an official authority. b. Square Works has a strict no press policy. No Member or guest may disclose or identify any oth¬er clients or guests who are in the Space in any press, social media or similar public forum, includ¬ing Facebook, Twitter and on personal blogs.

15. INTELLECTUAL PROPERTY Square Works exclusively owns the trademarks, copyright, design rights and all other intellectual property rights, relating to our busi¬ness, including but not limited to the, illustrations, photographs, text, graphics and logos, branding and any other identifiers of our business. Any use of such rights, other than that stated herein, is strictly prohibited without Square Works’ express written permission. This provision will survive ter-mination of this Client Agreement.

16.SECURITY You may be required to present a valid, photo identification in order to gain access to Square Works. For security purposes, we may regularly re¬cord via video certain areas of our Premises. If we deem it If we deem it reasonably necessary, we may disclose information about you to satisfy ap¬plicable law, rule, regulation, legal process or gov¬ernment request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy.

17 MAIL Subject to availability, you may be able to sign up for a mail and packages service. If you have done so, we will accept mail and deliveries on your behalf during our Regular Business Hours on such Premises’ Regular Business Days. We have no obligation to store such mail or packages for more than three (3) working days of our receipt or if we receive mail or packages after you terminate your Membership. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages. Late collection may be charged at a dai¬ly fee. If you have not signed up for this postal ser¬vice but get packages delivered, you may incur a handling fee. We are not responsible for lost post.

18 TECHNOLOGY We may need to install software onto your com¬puter, tablet, mobile device or other electronic equipment to provide you with the Services. You acknowledge that your refusal to install such soft¬ware may affect your ability to properly receive the Services you have purchased. We may also provide you with technical support at your request. You agree that we (a) are not responsible for any damage to any of your electronic equipment or systems related to such technical support or soft¬ware installation; (b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (c) do not offer any ver¬bal or written warranty, either expressed or implied, regarding the success of any technical support. Furthermore, you acknowledge that you have no expectation of privacy with respect to Square Works internet connection, networks, telecommunications systems or information processing systems (including any stored comput¬er files, email messages and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our poli¬cies, regardless of whether such activity occurs on equipment owned by you or us.

19. INFORMATION & DATA PROTECTION We cannot run our business or provide many of the services and benefits you expect to receive without involving other people and businesses. We only share your information in accordance with the Data Protection Act 2018. Our full privacy policy can be viewed on our website.

20. GENERAL a. Square Works and the Client acknowledge that this Client Agreement is for the use of the Space and provision of the Services. Neither this Agreement nor the presence of the Client or any Member or guest at any time constitutes or creates any tenancy, tenancy interest, leasehold estate or other real property interest. b. Square Works retains control, posses¬sion and management of the Premises and common parts with the sole discretion to make such additions or alterations thereto as Square Works considers appropriate. You may not make any structural or non-structural alterations or installations in the Space without our prior approval. In the event that such alterations or installations are permitted, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the Ter-mination Date, the removal of such items and the restoration necessitated by any such alterations. To the extent that we incur any costs in connection with such alteration, installation or removal which are not otherwise paid by you, you are responsible for such costs and we shall invoice such costs to you. In no event are you permitted to perform any of these actions, only a Square Works representa¬tive chosen by us is entitled to perform an altera-tion, installation, removal or restoration. c. You shall be liable for any damage caused to a Square Works location, or to furniture, fixtures, fit¬tings or other objects caused by behaviour by you or your guests. You shall also be responsible for any damage to your work space exceeding normal wear and tear. d. Square Works is not responsible for any prop¬erty you, any member or your guests leave unat¬tended in a Square Works location. Belongings left unattended, may be removed and either stored or destroyed at Square Works’ discretion. You will be responsible for paying any fees reasonably incurred by Square Works regarding the Left Property. e. Hot Desks, meeting rooms and other shared facilities are subject to availability. You agree that Square Works shall not be held liable for any in¬ability to provide access nor use of such shared facilities, nor liable to refund you in whole or part in relation thereto.

f. The availability and scope of the Services, as well as the scope of ancillary benefits we offer in rela¬tion to the Space, are subject to change from time to time on reasonable notice from Square Works. g. It is your sole responsibility to determine that your occupancy of the Space meets the needs of your business and is suitable for the purposes for which it is used. h. Client members and signature members with the virtual business address package may use Square Works address for general business cor¬respondence, but not as your legally registered address. Signature members without the virtual business address package may not use the Square Works address for general business correspond¬ence. i. Square Works will remain liable for annual PAT testing of electrical equipment owned/provided by Square Works. Clients will remain liable for annual PAT testing of their own electrical equipment within their office. Square Works may be able to carry out PAT testing on behalf of the Client for a fee.

21. ANTI MONEY LAUNDERING a. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations in accordance with all laws, including but not limited to laws that prohibit commercial bribery and money laundering. b. You will provide us with all information and documents that we from time to time may request in order to comply with all laws in relation to anti money laundering.

22. AMENDMENT OF TERMS a. Square Works reserves the right to amend the terms of the Client Agreement from time to time. Prior notice of not less than one (1) calendar month will be given to Clients via email before any such amendments come into effect. The continued use of the Space by you shall constitute acceptance of the amended terms.

23. ASSIGNMENT Square Works retains the right to assign its rights, title, interest and obligations in the Client Agreement without your consent. You agree to waive any duty of confidentiality, whether express or implied, that Square Works may owe to you, should such assignment occur. Except in connec¬tion with a corporate reorganisation or otherwise with the prior written consent of Square Works, you may not transfer or otherwise assign any of your rights or obligations under this Contract Agreement.

24. THIRD PARTIES A person, who is not a party to this Client Agreement, may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

25. GOVERNING LAW & JURISDICTION This Client Agreement shall be governed and construed in accordance with English law and in the event of any dispute arising in connection thereto, you agree to submit to the exclusive juris¬diction of the courts of England and Wales.

26. CONFIRMATION By executing this Client Agreement, you confirm that you have the capacity to enter into legal¬ly-binding contracts under applicable law and where you are signing on behalf a company, you have the proper authority to bind the company to the terms and incur the obligations described herein on behalf of such company