Terms and conditions

General Terms and Conditions

Terms and Conditions By signing up to this plan, you accept our terms and conditions.

BUSINESS TERMS AND CONDITIONS

AGREED TERMS

  1. INTERPRETATION 1.1 The following definitions and rules of interpretation apply in this Agreement: 1.1.1 “Agreement” or “Contract” means this agreement between the Client and Work and Play that is made up of: 1.1.1.1 The Plan (including correspondence between the client and Company) and These Terms 1.1.2 “Billing Period” means the time between two invoices. 1.1.3 “Business Day” means 7am to 10pm, Monday to Friday (excluding public holidays in London, England). 1.1.4 “Commencement Date” means the date that the plan/membership begins. 1.1.5 “Confidential Information” means any information of a confidential nature as described in clause 9. 1.1.6 “Client’s Equipment” means any possessions not owned by the company, brought to site by the client or by those associated with the Client.
    1.1.7 “Force Majeure Event” has its definition in clause 11. 1.1.8 “Guest” means a person who isn’t a Member but who has been invited by a Member to use the Spaces. 1.1.9 “Intellectual Property Rights” or “IPR“ means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get‐up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective confidentiality 1.1.10 “Member” means a person who has taken out a membership/plan at Work and Play. 1.1.11 “Registered Address” means the address which a company has stated to be its registered office address with Companies House. 1.1.11 “Subscription Payment” means the charge payable by the Client to Work and Play at the beginning of each Billing Period for the use of the Services. 1.1.12 “Work and Play’s Equipment” means any equipment including tools, systems, or facilities provided by Work and Play or its agents, subcontractors, consultants, or employees and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties, under which, title passes to the Client. 1.1.13 “Work and Play’s Team” means all directors, managers, employees, consultants, engineers and specialists, agents, and subcontractors engaged in relation to the Services. 1.1.14 Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular. 1.1.15 “Current term” means the length of commitment stipulated in any plan.
    1.1.16 “The Space” means Ground Floor Commercial Units, 111 Seven Sisters Road, London N7 7FN.

  2. COMMENCEMENT AND DURATION 2.1. This Agreement shall commence on the Commencement Date and continue for the Current term specified in the Plan.
    2.2. ALL AGREEMENTS WILL RENEW AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO THE CURRENT TERM UNTIL BROUGHT TO AN END BY EITHER THE CLIENT OR THE COMPANY. THE FEES ON ANY RENEWAL WILL BE AT THE THEN PREVAILING MARKET RATE (PRICES ARE LIABLE TO CHANGE SO DEPENDING ON WHEN YOUR AGREEMENT IS DUE TO RENEW, THERE MAY BE A CHANGE IN PRICE). IF YOU DO NOT WISH FOR AN AGREEMENT TO RENEW THEN YOU CAN CANCEL IT EASILY WITH EFFECT FROM THE END DATE STATED IN THE AGREEMENT, OR AT THE END OF ANY EXTENSION OR RENEWAL PERIOD, BY GIVING US PRIOR NOTICE. NOTICE MUST BE GIVEN THROUGH YOUR ONLINE ACCOUNT OR THROUGH THE APP. THE NOTICE PERIODS REQUIRED ARE IN ACCORDANCE WITH THE FOLLOWING PLANS: 30 days: no less than 1 month’s notice before the last day of any Current term, or renewal period 6 months: no less than 45 days’ notice prior to the end of the Current term, or renewal period 12 months: no less than 60 days’ notice prior to the end of the Current term, or renewal period

  3. WORK AND PLAY’S RESPONSIBILITES 3.1. Work and Play shall: 3.1.1 Use reasonable endeavours to keep the site accessible to all Clients at all times. However, Work and Play makes no guarantee that this will always be the case and the Client shall have no right of refund or compensation in the event that the site is not accessible or working as intended.
    3.1.2 Comply with all applicable laws and regulations relating to the provision of the Services; and provided that Work and Play shall not be liable under the Agreement if, as a result of such compliance, they are in breach of any of their obligations under this Agreement. 3.1.3 Co‐operate with the Client in all matters relating to the Services. 3.1.4 Take Reasonable care of any of the Client’s Equipment and In‐Put Material in Work and Play’s possession and make them available for collection by the Client on reasonable notice and request. Work and Play may dispose of the Client’s Equipment or In‐Put Material if the Client fails to collect them within a reasonable period after termination of this Agreement. 3.2 Work and Play are under no obligation to provide WiFi or any other technology in the space. Where they do so, they make no guarantee that there will not be outages or that it will cover the entirety of a space. If the Client uses the WiFi or any technology provided, they do so at their own risk, and Work and Play will not be responsible for any viruses (or damage caused by a virus) that the Client incurs as a result of using the WiFi or any other technology provided. The Client agrees that they will not introduce any viruses to the technology. 3.3 Work and Play is not responsible for any property left unattended in a Work and Play location. Belongings left unattended (or that remain following the Termination Date), may be removed and either stored or destroyed at Work and Play’s discretion and the Client waives all claims or demands regarding left property. The Client shall remain responsible for paying any fees reasonably incurred by Work and Play regarding the left property.

  4. CLIENT’S OBLIGATIONS 4.1 The Client Shall: 4.1.1 Co‐operate with Work and Play in all matters relating to the Services 4.1.2 Pay all invoices submitted by Work and Play in accordance with clause 6. 4.1.3 If Work and Play’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, Work and Play shall: 4.1.5.1 Not be liable for any costs, charges, or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay. 4.1.5.2 Be entitled to payment of the charges despite any such prevention or delay. 4.1.5.3 Be entitled to recover any additional costs, charges, or losses that Work and Play sustains or incurs that arise directly or indirectly from such prevention or delay. 4.1.6 Follow Work and Play’s Behaviour Policy, as amended from time to time, while attending a Space. Failure to do so will give Work and Play cause to immediately terminate this Agreement. Short of termination, Work and Play may temporarily or indefinitely exclude any Client and/or Guest from any Space in the interests of health, security, safety or propriety.
    4.1.7 Properly control any pets that are brought with them while attending a Space. Any damage or loss caused (regardless to whom the loss or damage is caused) by a pet brought into a Space by the Client will be the responsibility of the Client. It will be a breach of Work and Play’s Behaviour Policy if the pet brought into a Space by the Client causes loss or damage. Work and Play operates a red and yellow card system for pets but may exclude pets from being brought into a Space at their own discretion. 4.1.8 Not bring a Guest to any Space or cause a Guest to access a Space without the prior written permission of Work and Play. Where Work and Play grant permission for the Client to bring a Guest into a Space, the Client will be liable for the actions of their Guest. Guests are permitted to stay onsite for 1 hour. In the event that a guest stays for longer than an hour, Work + Play will add a charge to the Client’s account at the prevailing day rate.
    4.1.9 Observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Spaces and have been communicated to the Client.

  5. CHARGES AND PAYMENT 5.1. In consideration of the provision of the Services by Work and Play, the Client shall pay the charges as set out in the Plan and in accordance with this clause 5. Additional Charges shall be due and payable on the Commencement Date or thereafter at the discretion of Work and Play. 5.2. Upon signing up to any plan, payment in full is immediately due.
    5.3. VAT is chargeable on all items and it will be indicated where quoted if the price includes or excludes VAT. 5.4. Work and Play accepts bank transfers and via Stripe (subject to their respective terms of service). 5.5. The Client shall pay each invoice which is properly due and submitted to it by Work and Play, immediately on receipt, and to a bank account nominated in writing by Work and Play.
    5.6 Where a payment is missed, Work and Play will bring this to the Client’s attention. If following a 24 hour period after the missed payment has been brought to the Client’s attention, the overdue invoice has still not been settled, Work and Play will add a £25 charge to the client’s account. 5.7. In order to cover its costs in chasing overdue sums, Work and Play will issue a £15 charge for every week that an undisputed element of any invoice remains unpaid. 5.8. In the event of any unpaid sums remaining unpaid beyond 3 months Work and Play reserves the right to instigate legal proceedings and/or recovery action the cost of which will be met by the Client.
    5.9. All amounts due under this Agreement from the Client to Work and Play 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). 5.10. In the event the client gains access to the premises for a greater number of days than stipulated in their agreement, then they shall be charged at the prevailing day rate.

  6. INTELLECTUAL PROPERTY RIGHTS 6.1. Work and Play shall own all Intellectual Property Rights in existence as at the Commencement Date and which are created in the provision of the Services. Nothing in this Agreement is intended to transfer any title, right, or interest in such Intellectual Property Rights to the Client.

  7. CONFIDENTIALITY 7.1. Both parties undertake that each shall not, at any time during this Agreement, and for a period of 5 years after termination of this Agreement, disclose to any person any In‐put Material (in the case of Work and Play), Pre‐existing Material (in the case of the Client), technical or commercial know‐how, specifications, inventions, processes, or initiatives which are of a confidential nature, or any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain in connection with entering into this Agreement, except as permitted by clause 9.2. 7.2. Both parties may disclose Confidential Information: 7.2.1. To its employees, agents, consultants, or subcontractors (and in the case of Work and Play, Work and Play’s Team) as is needed for the purpose of discharging its obligations under this Agreement. The party in receipt of such information shall ensure that its employees, agents, consultants, or subcontractors to whom it discloses the Confidential Information, comply with this clause 9. 7.2.2. As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority. 7.3. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
    7.4. All materials, equipment and tools, drawings, specifications, and data supplied by one party to the other, shall at all times be (and remain) the exclusive property of the party supplying such materials, equipment and tools, drawings, specifications, and data, but shall be held by the receiving party in safe custody at its own risk, and maintained and kept in good condition by that party until returned to the supplying party, and shall not be disposed of or used, other than in accordance with any written instruction or authorisation.

  8. LIMITATION OF LIABILITY 8.1. Work and Play’s total liability under or in connection with this Agreement shall be limited to the greater of: 8.1.1 100% the total value of this Agreement; or 8.1.2 £5,000.
    8.2. This limit shall apply howsoever that liability arises, including, and without limitation, a liability arising by breach of contract, arising by tort (including, and without limitation, the tort of negligence), or arising by breach of statutory duty. 8.3. Nothing within this clause shall exclude or limit liability for: 8.3.1 Death or personal injury caused by negligence. 8.3.2 Fraud or fraudulent misrepresentation. 8.4. Work and Play will not be liable to the Client, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any loss of:
    Profit, Goodwill, Business, Business opportunity, Anticipated saving, Corruption of data or information, Contracts, Use of money, Actual savings, Revenue, Reputation.

  9. TERMINATION 9.1 Work and Play may terminate this Agreement with immediate effect by giving written notice to the Client if: 9.1.1 The Client fails to pay any amount due under this Agreement on the due date for payment and remains in default for more than 14 days after being notified in writing to make such payment. 9.1.2 The Client commits a material breach of any term of this Agreement where the breach is irremediable, or if such a breach is remediable, fails to remedy that breach within a period of 14 days. 9.1.3 The Client repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement. 9.1.4 A petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of the Client’s business activities. 9.1.5 An application is made to court (or an order is made) for the appointment of an administrator, or if notice of intention to appoint an administrator is given over the other party. 9.1.6 The Client fails, at the reasonable judgment of Work and Play, to comply with Work and Play’s Behaviour Policy.

  10. CONSEQUENCES OF TERMINATION 10.1. On termination of this Agreement for any reason, the Client shall immediately pay to Work and Play, all sums due and owing to it in connection with this Agreement. 10.2. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

  11. FORCE MAJEURE 11.1. A Force Majeure Event is any circumstance not within a party’s reasonable control. This includes, without limitation: Acts of God such as flood, drought, earthquake, tsunami, or other natural disaster, epidemic, or pandemic, war, or threat of or preparation for war (including terrorist attack, armed conflict, civil war, civil commotion, or riots), imposition of sanctions, nuclear, chemical, or biological contamination, sonic boom, fire, explosion, or accident (including collapse of building), interruption or failure of utility services. 11.2. Provided it has complied with this clause 11, if a party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the affected party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

  12. VARIATION 12.1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.

  13. WAIVER 13.1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach. 13.2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy.

  14. SEVERANCE 14.1. If any provision or part provision of this Agreement becomes invalid, illegal, or unenforceable, this shall not affect the validity and enforceability of the rest of this Agreement. 14.2. If it comes to the attention of either party that any provision or part provision of this Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable.

  15. AGREEMENT IN FULL 15.1. This Agreement, including any schedules and appendixes, constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and assurances between them, whether written or oral. 15.2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.

  16. THIRD PARTY RIGHTS 16.1. No one, other than a party to this Agreement, shall have any right to enforce any of its terms. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

  17. NOTICES 17.1. Any notice or other communication given to a party in connection with this Agreement shall be in writing, and shall be: 17.1.1. Delivered either by hand, by pre‐paid first‐class post, or by other next working day delivery service, at the receiving party’s postal address provided in this Agreement unless otherwise stated; or 17.1.2. Sent by email to the email address specified in writing by Work and Play as being a suitable address for service. 17.2. Any notice or communication shall be deemed to have been received: 17.2.1. If delivered by hand, at the time the notice is left at the proper address. 17.2.2. If sent by pre‐paid first‐class post, or by other next working day delivery service, at 9am on the second Business Day after posting. 17.2.3. If sent by email, at the time of the transmission, or if this time falls outside business hours in the place of receipt, when business hours resume.

  18. RELATIONSHIP BETWEEN PARTIES 18.1. Work and Play retains complete control, possession and management of the Spaces. Nothing in the Client’s terms of your membership (or any other part of this Agreement) will be deemed to denote any right of occupation or exclusive possession. 18.2. This Agreement and use of the Spaces confers no relationship of landlord and tenant between the Client and Work and Play (and the Client agrees that no statutory provisions pertaining to landlord and tenant relationships apply) and shall not in any way be construed as to grant the Client nor any Guest any title, easement, lien, possession, tenancy interest, leasehold estate or other real property interest or related right in any Space. 18.3. No Client or Guest may use a Work and Play location as its address for general business correspondence or as its Registered Address unless otherwise agreed between the Parties. On such basis, Work and Play is not liable or responsible for any mail or correspondence received to the Spaces unless Work and Play has agreed to provide Virtual Office facilities, in which case the terms of clause 20 will apply.

  19. SUBJECT TO AVAILABILITY 19.1. Open Desks, meeting rooms and other shared facilities (as well as other Services provided by Work and Play) are subject to availability. The Client agrees that Work and Play shall not be in breach of this Agreement, nor held liable for any inability to provide access nor use of any of the Spaces, nor liable to refund the Client in whole or part in relation thereto.

  20. VIRTUAL OFFICE 20.1. For Clients who use the Virtual Office Services, they may use the address of the Space as their business trading address but not their Registered Address unless they have the express written permission of Work and Play. If a Registered Address service is offered: 20.1.1. upon termination of our contract you agree to inform Companies House of the change of address within 14‐ days; 20.1.2. The registered office service includes the forwarding of mail from Companies House and HMRC. These two government organisations will always write to the registered address held on their records. If your company has a letter, notice or document ‘served’ at the registered office address then we will also forward this mail to you.
    20.3. When you elect to receive a mail service from Work and Play, Work and Play will come to an agreement about the amount of mail you will receive and quote you accordingly. The post forwarding service is based on a fair usage policy. Under this policy, if at any time, we deem you exceed the level of use reasonably expected from someone using this service, then we reserve the right to suspend your Virtual Office. In such an event we will contact you in an effort to establish a reasonable usage charge that will permit you to continue to use the Virtual Office service. We also reserve the right to open any items before collection or forwarding that may be suspected of containing dangerous or illegal objects/substances or to provide information to the police or other investigative bodies where it is our belief that our services are being or have been used for criminal or fraudulent purposes. 20.5. We discourage the delivery of parcels at our locations. Maximum parcel size accepted is 50 x 50 x 50cm = 5Kg. We will not accept any items exceeding this or if they contain any dangerous, live or perishable goods. Due to the nature of parcel delivery companies, in that there are no set or expected delivery times, we will not accept responsibility (however infrequent) for parcels that fail to be delivered due to a member of staff not being available to accept the delivery. Outgoing parcels are charged at Royal Mail’s current franking rates plus a 20% admin charge. You agree for these fees to be included in your invoice for that calendar month, to be collected in line with your billing cycle.

  21. GOVERNING LAW AND JURISDICTION 20.1. 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), shall be governed and construed in accordance with the law of England. We both agree that the courts of England and Wales will have exclusive jurisdiction.

BY USING WORK AND PLAY’S SERVICES, THE PARTIES AGREE TO THESE TERMS AND CONDITIONS