Terms and Conditions
In this Agreement:“Effective Date” means the date on which You receive confirmation from Us by email that Your membership is active.
“Facilities” means the amenities available from time to time at the Property in accordance with the House Rules.
“House Rules” means the rules published from time to time at http://platform.6babmaesstreet.com/.
“Property” means No. 6 Babmaes Street.
“Parties” means You and Us (individually a “Party”).
“We”, “Us”, “Our” means The Crown Estate Commissioners on behalf of Her Majesty acting in exercise of the powers conferred by the Crown Estate Act 1961, of 1 St James’s Market, London SW1Y 4AH.
“You”, “Your” means the entity listed in the email from Us confirming that Your membership is active.
In this Agreement, the interpretation of general words shall not be restricted by words indicating a particular class or particular examples and unless otherwise stated, time shall not be of the essence for the performance of any obligation.
1 TERM
1.1 This Agreement shall commence on the Effective Date and will continue in force for a period of six months (the “Initial Period”).
1.2 After the expiry of the Initial Period, this Agreement will continue in force unless and until terminated by either Party in accordance with the terms of this Agreement.
2 MEMBERSHIP
2.1 In consideration of acceptance of the terms of this Agreement:
2.1.1 You; and
2.1.2 Your employees, details of whom have been given to Us in accordance with Clause 2.2; and
will be able to use the Facilities subject to availability during the operating hours listed in the House Rules from the Effective Date in accordance with this Agreement for as long as this Agreement remains in force (the “Term”).
2.2 You must provide us with written details of Your employees authorised to use the Facilities and keep us notified in writing of any new employees who You would like to allow to use the Facilities. You must notify Us as soon as possible in writing of any of Your employees who have left your employment during the Term.
2.3 Your guests may join You and Your employees in connection with booked meeting rooms and events (see clause 9.1 and the House Rules for further details). Otherwise, You must not allow any other person who is not Your employee to enter the Property or use the Facilities.
2.4 The Facilities are subject to a fair usage policy as described in the House Rules.
3 MEMBER’S OBLIGATIONS
3.1 You agree:
3.1.1 to not use, and ensure that Your employees and guests do not use, the Property otherwise than as amenity space in accordance with the House Rules;
3.1.2 to comply, and ensure that your employees and guests comply with this Agreement and House Rules at all times;
3.1.3 that You are responsible for all acts and omissions of Your employees and guests; and
3.1.4 not to impede our rights of possession and control of the Property and every part of the Property.
4 HOUSE RULES
4.1 This Agreement and the House Rules constitute the entire agreement between the Parties, and replace all previous agreements and understandings between them, relating to its subject matter.
4.2 We may from time to time update this Agreement and the House Rules and will provide written notice of these updates by publishing them from time to time at http://platform.6babmaesstreet.com/.
4.3 If there is any conflict or inconsistency between this Agreement and the House Rules, the provisions of this Agreement shall prevail.
5 LIMITATION OF LIABILITY
5.1 Subject to Clause 6.3, Our aggregate liability to You under or in connection with this Agreement, whether arising directly or indirectly from contract, negligence or otherwise, shall in no event exceed in any year £1000 and neither party shall be liable for any indirect or consequential loss.
5.2 Personal belongings are left at the Property at Your own risk.
5.3 To the extent that any loss is suffered by Your employees and/or guests in connection with the use of the Property, Facilities or with this Agreement, any such claims arising out of such loss must be brought directly against You and Our liability to You for any such claims will be subject to this Clause 5.
5.4 The exclusions and limitation of liability set out in this Clause do not apply to:
(a) liability arising from death or injury to persons caused by negligence;
(b) liability arising as a result of fraud or malpractice;
(c) anything else which cannot be excluded or limited by the applicable laws,
to which no limit applies.
5.5 Subject to Clause 5.3, We shall not be liable whatsoever for:
(a) any services provided by a third party (including catering and other services which are offered at the Property) where You engage such third party for the provision of such services (and where such services are not provided by Us); and
(b) the actions of or damage caused by You, Your employees or the guests at the Property.
6 INDEMNITY
You will indemnify Us from and against all losses incurred by Us, Our employees, officers, agents and contractors as a result of or in connection with any claim by any third party as a result of any negligence, breach or fraud committed by You and/or Your employees and/or guests in connection with this Agreement.
7 TERMINATION
7.1 Either party may terminate this Agreement at any time during the Term on one week’s written notice.
7.2 We may terminate this Agreement at any time with immediate effect:
(a) upon notice if any lease of premises within Our portfolio to which you are a party is terminated in any way;
(b) upon notice if You and/or Your employees and/or guests commit a material breach of any lease of premises within Our portfolio to which you are a party, this Agreement and/or the House Rules; or
(c) if You suffer an event of insolvency including but not limited to receivership, administration, bankruptcy or liquidation.
8 DATA PROTECTION
8.1 In this Clause:
“Data Protection Laws” means (i) the General Data Protection Regulation (EU 2016/679) as amended from time to time; and (ii) at all times, any other data protection laws and regulations applicable in England and Wales.
“Personal Data” means any data relating to an identified or identifiable individual that are within the scope of protection as “personal data” under the applicable Data Protection Laws.
8.2 Both Parties shall:
(a) comply with the requirements of the Data Protection Laws and shall not knowingly do anything or permit anything to be done which might lead to a breach by the other Party of the Data Protection Laws;
(b) have in place, and maintain throughout the Term, appropriate technical and organisational security measures to protect such Personal Data against accidental loss or damage and unauthorised access, use, disclosure, alteration or destruction; and
(c) notify the other Party as soon as reasonably practicable of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, such Personal Data.
9 MEETING ROOMS AND EVENTS
9.1 Meeting rooms and event spaces are available to hire for a fee at the Property.
9.2 The terms of this Agreement also apply to use of Our meeting rooms and event spaces. In case of conflict between this Agreement and the terms of use of Our meeting rooms and event spaces, the terms of use of Our meeting rooms and event spaces prevail.
10 FRAUD, BRIBERY AND CORRUPTION
10.1 Each of the Parties warrant that they will comply fully with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering and criminal matters including but not limited to the Bribery Act 2010 (“Relevant Requirements”).
10.2 You shall have and maintain in place throughout the term of this Agreement policies and procedures, including (but not limited to) adequate procedures under the Bribery Act 2010 to ensure compliance with the Relevant Requirements and will enforce them where appropriate.
10.3 You will promptly report to Us any request or demand for any undue financial or other advantage of any kind that You receive in connection with the performance of this Agreement.
11 GENERAL
11.1 This Agreement is personal to You and the rights and obligations set out in this Agreement may only be exercised by You and You shall not assign, transfer, grant any security interest over or hold on trust or otherwise deal in any way with any of Your rights or obligations under this Agreement or any interest in them.
11.2 Nothing in this Agreement is intended to give You and/or Your employees and/or guests:
11.2.1 any proprietary interest whatsoever in the Property; nor
11.2.2 confer exclusive possession of the Property or create any relationship of landlord and tenant between Us and You and/or Your employees and/or guests.
11.2.3 This Agreement is not intended to and shall not operate to create a partnership or joint venture of any kind between the Parties. No Party shall have the authority to bind the other Party or to contract in the name of, or create a liability against, the other Party in any way or for any purpose.
11.2.4 At any time that You constitute two or more persons, the expression “You” includes the plural number, and obligations in this Agreement expressed or implied to be made with or by You are to be treated as made with or by such individuals jointly and severally.
11.3 The Parties do not intend any third party to have the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
11.4 The rights and remedies expressly conferred by this Agreement are cumulative and additional to any other rights or remedies a Party may have. Termination of this Agreement shall not affect either of the Parties’ accrued rights or liabilities, or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
11.5 A failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A single or partial exercise of any right or remedy shall not prevent the further exercise of that right or remedy. A waiver of a breach of this Agreement shall not constitute a waiver of any other breach.
11.6 Communications under this Agreement shall be in writing and delivered by email to the relevant Party and will be effective on the first business day after being sent.
11.7 This Agreement and any non-contractual obligations arising in connection with it are governed by and construed in accordance with English law, and the English courts have exclusive jurisdiction to determine any dispute arising in connection with this Agreement, including disputes relating to any non-contractual obligations.
11.8 A covenant by (or implied by) the Us is made (or implied) by Us acting in exercise of the powers conferred by the Crown Estate Act 1961. No covenants, agreements or obligations are given by Her Majesty or anyone who reigns after Her. No liability is imposed on Her Majesty or anyone who reigns after Her or on Us in any personal or private capacity.
This Agreement has been entered into on the Effective Date.