Terms & Conditions
This agreement sets out the terms on which The Jointworks Ltd, a company incorporated and registered in England and Wales with company number 14404889 whose registered office is at 45 Frederick Street, Birmingham, B1 3HN (Service Provider), will permit you (that being the person or organisation whose account is used to make the booking, referred to as Customer, or you) to use the Hired Space either to book a Desk or to hold an Event (as defined below).
IT IS HEREBY AGREED
- Interpretation
1.1 In this Contract, the following words and expressions shall have the followings:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the Services, as communicated to the Customer by the Service Provider.
Contract: the contract between the Customer and the Service Provider for the provision of the Services in accordance with these terms and conditions.
Desk: the desk or workstation allocated to you for the Hot Desking Services.
Event: the event or function for which the Customer is hiring the Events Space.
Event Space: the designated space within the Premises where the Event will be held.
Hire Period: the period of time agreed for the hire of the Hired Space as set out on the booking request form, to include any period of time to set up and clear the Hired Space.
Hired Space: either the Desk or Event Space as applicable and hired by the Customer.
Premises: the property known as The Jointworks, 45 Frederick Street, Jewellery Quarter, Birmingham, B1 3HN which shall include all Service Media, fixtures and fittings and plant and machinery thereon.
Services: as set out on the booking request process, either:
(a) the provision or making available of the Desk for the Customer to work at (“Hot Desking Services”); or
(b) the provision or making available of the Event Space for the Customer to hold the Event (“Event Space Services”),
in either case by the Service Provider to the Customer for the Hire Period.
Service Media: all media for the supply or removal of heat, electricity, gas, water, sewage, energy, telecommunications, data and all other services and utilities and all structures, machinery and equipment ancillary to those media.
1.2 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislative or legislative provision.
1.3 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 those terms.
1.4 A reference to writing or written includes email.
- Confirmation of hire
2.1 The Customer shall submit its requested booking to use the Services via the booking request process.
2.2 Following this:
(a) in respect of the Event Space Services the Service Provider shall use its reasonable endeavours to review, accept or decline the booking request within 72 hours (during Business Days) of its submission; and
(b) in respect of the Hot Desking Services, if a Desk is available at the time of your booking, your booking will be confirmed following payment of the applicable Charges.
2.3 This Contract shall come into effect:
(a) in respect of the Event Space Services on the date that the Service Provider accepts the Customer’s booking request (until that time, bookings for Event Space Services will be treated as provisional);
(b) in respect of the Hot Desking Services, at the time we send you a confirmation email with your booking details.
2.4 The Service Provider reserves its right to refuse bookings in its sole and absolute discretion, including those bookings for non-permitted events as listed in our [Premises User Guidelines][EK4] . The Customer acknowledges and agrees that Hot Desking Services will only be available between the hours of 8am and 5pm, and that the Service Provider cannot guarantee that a Desk will always be available.
2.5 The Service Provider reserves the right to decline bookings for the Event Space Services made within 48 hours of the requested Hire Period and bookings where the Hire Period is requested to be outside of the hours of 8am and 6pm. The Customer’s Hire Period will include any time it requires to set up the Event Space.
2.6 Any individual looking to book the space must be over the age of 18 and be able to provide the Service Provider with a suitable form of identification to the Service Provider’s satisfaction.
- Licence and use of Premises
3.1 Subject to clause 7, the Service Provider grants the Customer a right for the Hire Period to enter and use the Hired Space in order to take the benefit of the Services purchased in accordance with the terms of this Contract. The Customer acknowledges that:
(a) the right to enter and use the Hired Space for the Hire Period is personal to the Customer only and shall not be transferable to any other party;
(b) the Customer shall have the right to enter and use the Hired Space as a bare licensee only and no relationship of a landlord and tenant is created between the Service Provider and Customer by this Contract and nothing in this Contract shall or is intended to confer any tenancy or proprietary rights over the Premises; and
(c) the Service Provider retains control, possession and management of the Premises at all times and the Customer has no right to exclude the Service Provider from the Premises. The Service Provider reserves the right to enter the Premises at all times during the Hire Period.
3.2 The Customer agrees and undertakes:
(a) not to use the Hired Space other than for receipt of the Services or outside of the hours stipulated in clauses 2.4 or 2.5 as applicable;
(b) not to do or permit to be done anything in the Premises which is immoral, dangerous, noisy or offensive or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Service Provider or to any other customers of the Service Provider, or any owner or occupier of neighbouring property;
(c) not to do or permit to be done anything in the Premises which is illegal or in breach of any bye-laws, planning laws and licensing regulations affecting the Premises;
(d) not to bring, keep or use any drugs unlawfully at or within the Premises;
(e) not to hold any events or permit group activities (involving more than one person) where such events or activities are of a political or religious nature or undertake any activities that in any way could promote or amount to unlawful discrimination based on any protected characteristic under the Equality Act 2010 (as amended), including on the grounds of race, religion, gender and sexuality;
(f) not to make any noise at the Premises that is audible outside the Premises (other than activities which have been approved by the Service Provider in advance) nor to operate any machinery or equipment that causes vibration outside the Premises;
(g) to comply (and ensure that its staff and agents comply) with the terms of this Contract, the Premises User Guidelines (as amended by the Service Provider from time to time), all the requirements of the insurers of the Premises and relevant fire authority as may be notified to the Customer and any written instructions or notices from the Service Provider, and use reasonable efforts to ensure that any guests or other persons present at the Premises so comply;
(h) to perform a risk assessment in respect of the receipt of the Services if requested by the Service Provider in its sole and absolute discretion;
(i) to permit the Service Provider in its sole and absolute discretion to search all containers, bags, boxes and equipment coming into or leaving the Premises, including those brought into the Premises by guests during the Hire Period;
(j) not to cause or permit to be caused any damage to the Premises, including any furnishings, building systems, equipment or fixtures at the Premises;
(k) not to smoke or permit smoking (including e-cigarettes) anywhere in the Premises or permit or facilitate the sale of alcohol within it;
(l) not to fix any bolts, nails, tacks, screws, adhesives, tape or other such fixing devices to the walls or fabric of the Premises;
(m) not to suspend or adhere any item or plant, machinery or decoration that may overload or strain any loadbearing parts of the Premises;
(n) not to display any advertisement, signboards, flag, banner, placard, poster, signs or notices at the Premises without the prior written consent of the Service Provider
(o) ensure that any other users of the Premises or staff on premises are treated in a polite and professional manner;
(p) not to carry out any alterations or additions to the Premises whatsoever and not to alter, move or interfere with any lighting, heating, power, cabling or other electrical fittings or appliances at the Premises, or install or use additional heating, power, cabling or other electronic fittings or appliances without the prior written consent of the Service Provider;
(q) to use any equipment provided by the Service Provider for its proper purpose and in accordance with any written instructions provided by the Service Provider regarding its use;
(r) to leave the Premises in a clean and tidy condition, collect and dispose of any waste created out of the Customer’s use of the Premises using the bins provided, and to remove the Customer’s decorations, displays and any other Customer equipment from the Premises at the end of the Hire Period;
(s) not to use or permit the Hired Space to be used for any residential purposes;
(t) to ensure that all guests leave the Premises by the end of the Hire Period;
(u) after an Event, to ensure the Premises is locked and secured at the end of the Hire Period and return the key to the Service Provider;
(v) not to bring or permit to be brought any animal into the Premises without the prior written consent of the Service Provider, with the exception of assistance dogs within the meaning of the Equality Act 2010.
3.3 Car parking facilities are available for guests. Cars may not be left at the premises overnight unless approved by the service provider.
3.4 The Customer shall ensure that any guests behave in a responsible and safe manner whilst attending any Event, and the Service Provider reserves the right to remove or request that the Customer remove guests that do not do so from the Premises.
- Attendees
If the Customer is purchasing the Event Space Services, the Customer shall provide an indicative number of attendees on the booking request form and shall be responsible for ensuring that the number of attendees does not exceed the maximum capacity as indicated to it by the Service Provider.
4.1 As part of this:
(a) In the event where the Customer is aware of the individuals attending, they must maintain an up-to-date list of all attendees and provide this list to the Service Provider upon request, including in the event of an emergency.
(b) In the event where the Customer does not know the identity of attendees in advance (such as for open or public events), the Customer is required to actively monitor and keep an accurate count of attendees entering the premises at all times.
- Charges and payment
5.1 The Customer shall pay the Charges in accordance with this clause 5.
5.2 In respect of the Hot Desking Services, the Customer will be required to pay the applicable Charges at the time it makes its booking.
5.3 In respect of the Event Space Services, either:
(a) the Customer will be required to pay the applicable Charges at the time it makes its booking; or
(b) the Service Provider shall issue an invoice for the Charges, which shall be payable by the Customer no less than 5 Business Days before the Hire Period starts, except where the booking is made less than 5 Business Days before the Hire Period starts in which case the invoice shall be payable on receipt of it.[EK5]
5.4 The Service Provider may issue an additional invoice after the Hire Period for any further Charges due calculated by reference to the Service Provider’s published price list in the then current Premises User Guidelines which were not paid for in accordance with clauses 5.2 or 5.3. Such Charges may include those payable for any final alterations to the booking, or for the Hire Period being extended beyond that originally agreed. The Service Provider may further invoice the Customer for any damage caused to the Premises by the Customer including as a result of the Customer breaching the terms of this Contract, or any fines received or incurred in connection with the Premises as a result of the Customer’s use of it. Charges invoiced pursuant to this clause 5.4 shall be payable by the Customer within 7 days of receipt.[EK6]
5.5 All amounts payable by the Customer include amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Service Provider at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
5.6 If the Customer fails to make any payment due to the Service Provider under the Contract by the due date for payment, then, without limiting the Service Provider’s remedies under clause 7, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.7 All amounts due under the Contract 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).
- Liability
6.1 The Customer acknowledges that the use of the Premises and any activities carried out therein is at the Customer’s sole risk. The Service Provider gives no warranty that the Premises is physically fit for the intended use by the Customer.
6.2 The Customer shall obtain insurance cover in respect of all risks which may be incurred by the Customer, arising out of the receipt of the Services (including public liability insurance cover). The Customer shall provide the Service Provider with a copy of its insurance policy certificate on request.
6.3 The restrictions on liability in this clause 6 apply to every liability arising in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution, deliberate fault or otherwise.
6.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
6.5 Subject to clause 6.4, the Service Provider shall not be liable for:
(a) the death of, or injury to, the Customer or that of the Customer’s employees, contractors or any other guests or invitees to the Premises; or
(b) damage or theft of any property of the Customer or that of the Customer’s employees, contractors or other guests of invitees to the Premises, except to the extent that such damage or theft arises from the negligence of the Service Provider.
6.6 Subject to clause 6.4 and clause 6.5, the Service Provider’s total liability to the Customer shall not exceed the Charges paid to it by the Customer.
6.7 The following types of loss are excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
6.8 Unless the Customer notifies the Service Provider that it intends to make a claim in connection with this Contract within the notice period, the Service Provider shall have no liability for that claim. The notice period for a claim shall start on the day on which the Customer became, or ought reasonably to have become, aware of the incident giving rise to the claim having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the incident and the grounds for the claim in reasonable detail.
6.9 The Customer shall defend, indemnify and hold harmless the Service Provider against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the use by the Customer of the Premises.
- Cancellation
7.1 The Service Provider may cancel the Contract with immediate effect by giving the Customer or Customer’s authorised representative notice in writing if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer commits a material breach of any term of the Contract;
(c) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy;
(e) the Customer is unable to perform its obligations in connection with the Contract pursuant to clause 9.1.
7.2 The Customer may cancel the Contract by notice in writing to the Service Provider or Service Provider’s authorised representative.[EK7]
7.3 If the Contract is cancelled under clause 7.2, the Service Provider will use reasonable endeavours to re-book the Hired Space, but the Service Provider reserves the right to charge a cancellation fee unless the Customer provides the Service Provider with:
(a) in respect of the Event Space Services, at least 7 days’ prior written notice (in which case no cancellation fee will be payable); and
(b) in respect of the Hot Desking Services, at least 24 hours’ prior notice (in which case no cancellation fee will be payable).
7.4 Any sums already received by the Service Provider under this Contract will be deducted from the cancellation fee. The cancellation fee shall be:
| Cancellation of the Event Space Services before the date of the Hire Period | Cancellation fee |
| More than 5 days but less than 7 days before the date of the Hire Period | 50% of the Charges |
| 5 days or less before the date of the Hire Period. | 100% of the Charges |
| Cancellation of the Hot Desking Services before the date of the Hire Period | Cancellation fee |
| Less than 24 hours before the start of the Hire Period | 100% of the Charges |
7.6 On completion or cancellation of the Contract for whatever reason:
(a) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after completion or cancellation shall remain in full force and effect; and
(b) completion or cancellation of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of completion or cancellation, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of completion or cancellation.
- Data protection
Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time in the UK relating to the use of personal data and the privacy of electronic communications, including (i) the Data Protection Act 2018 and any successor UK legislation, (ii) the retained EU law version of General Data Protection Regulation ((EU) 2016/679) (UK GDPR), and (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
- General
9.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
9.2 Assignment and other dealings
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Service Provider’s prior written consent.
(b) The Service Provider may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
9.3 Confidentiality
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 9.3. For the purposes of this clause 9.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
9.4 Entire agreement
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
9.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.6 Waiver
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
9.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 9.7 shall not affect the validity and enforceability of the rest of the Contract.
9.8 Notices
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
(ii) sent by email to the address specified by the other party.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9.8(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause 9.8 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.
9.9 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
9.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
9.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.