Membership Agreement - Creative Desk licence

1. General

In consideration for the mutual benefits exchanged by Juice studios ltd (the Company) and the undersigned (“You”, “the Member”)  (collectively the “Parties”, the Parties herby agree consent and covenant to the following terms, conditions and representations to allow You access to the Co-working Space and use of a desk within it located at Juice Studios 61-63 Humber Street Hull, HU1 1TU ("Juice Studios") for the duration of your membership agreement. The Co-working Space is defined as [Creative Desks] at the Juice Studios. This right includes use of the Accessways for access to and egress to the Co-working Space. Accessways means the paths, entrance halls, corridors, lifts and staircases of the Juice Studios, the use of which is necessary to obtain access to and egress from the the Co-working Space, or those of them that afford reasonable access and egress and that the Company from time to time in its discretion designate on notice to the Member.

2. Behaviour

The Member agrees to conduct themself according to the policies that the Company implements from time to time regarding personal behaviour in and use of the Co-working Space including but not limited to the Juice Studio's Handbook as amended from time to time ("Handbook"). At the Company’s sole discretion, your membership at the Co working Space may be terminated for the behaviour that in our view breaches or is likely to breach  the Handbook or any policies. You shall at all times comply with all statutory requirements relating to the use of the Co-working Space and the activities carried on in Juice Studios.

3. Membership Details

You are subscribing to membership at Juice Studios Co-working Space: The membership fee is due per calendar month payable in advance by standing order.

Use of and access to areas at the Juice Studios outside the Co-working Space other than access ways and communal areas such as the kitchen, shared spaces and toilets are not included within this membership.

Your membership is personal to You and is not assignable in anyway.  You are not permitted to share your membership or allow others access to the Juice Studio or the Co-working Space unless otherwise authorized in writing by the Company.

4. No Tenancy

The Company provides the Co-working Space on an “as is” basis as a service and not as a lease. You hereby understand, agree and warrant that You are not a tenant and the Company is not a landlord and there is no tenancy relationship. The Company, by their employees and agents shall have access to the Co-working Space at all times.  

The Company reserves the right to change the location of the Co-working Space on a permanent or temporary basis as well as restrict your access to the Co-working Space in order to carry out maintenance or due to an event taking place in the Co-working Space. The Company will use reasonable endeavours to minimise disruption and inconvenience to You. The Company may require you to use an alternative desk within the Co-working Space at any time.

5. Use of the Co-working Space

You agree to not use the Co-working Space for any purpose that is unlawful, prohibited, or that could damage, disable or impair the property of the Company or of other members, or prevents other members from enjoying the Co-working Space, or that would damage the reputation or business of the Company and the Co working Space.

You also agree not to use the Co-working Space in connection with:

1. lottery contests, pyramid schemes, chain letters, junk email. Spamming or similar behaviour;

2. defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others;

3. posting distributing or dissemination inappropriate, profane, defamatory, obscene, indecent or unlawful material or information;

4. uploading, reproducing, using, performing or otherwise making available, images, software or other material; 

5. information which infringes another’s rights (including without limitation =intellectual property rights), or is protected by intellectual property laws where You don’t own or have a licence to over such rights; or

6. uploading or using files that contain viruses, corrupted files, or any other similar software or programs that may damage the computers or property of the Company or another member.

You shall not use the Juice Studios as an address for Your business or company unless otherwise agreed in writing by the Company.

6. Termination

Memberships may be terminated by either Party giving 30 days' prior written notice. The Company may terminate your membership agreement immediately by giving written notice to You in the event of a breach of this agreement, the Company policies or the Handbook) or your failure to pay the monthly membership fee on time.

Upon termination of your membership You shall at your own cost, remove all items and belongings from the Co-working Space.  If any items Co-working Space shall be put towards the cost of storage and sale and any surplus returned to You if claimed after being given notice by the Company. 

7. Changes

The Handbook, rules and policies of the Co-working Space may change from time to time. We will notify members of material changes.

8. Confidentiality

Whilst at the Co-working Space, You may learn of confidential or proprietary information of the Company or of other members and users of the Juice Studio. Such confidential information may include business information, trade secrets, intellectual property, technology, processes, details of customers and prospects that are intended to be confidential and proprietary. You shall not disclose such information to any third party unless required by law.

9. Repairs and Maintence

The Company shall maintain the Co working Space in good repair and working order. If You notice any problems requiring repair, please notify the Company so that it can take remedial action. 

10. Liability

 The Member shall indemnify the Company against any costs, claims, demands or liabilities incurred by the Company arising out of the Member's (or its invitees) use of the Juice Studios or from breach of this agreement or the Handbook. The Member is responsible for and liable for any damage or losses caused by its invitees.

You agree that the Company shall not be liable to You for claims in respect of:

(a) any loss, damage or injury to the Company's property or the property of any invitees of the Member howsoever caused including (for example) the consequences of any failure or inadequacy in the supply of lighting, power, heating, plumbing or other utility services to the Co-Working Space;

(b) any damage to the Member's goods or disruption to the Members business as a result of any fire, structural failure, water damage or other cause; and

(c) any consequential loss or damage howsoever arising unless caused by the negligence, default or breach of statutory duty of the Company.

The Company will be under no obligation to the Member to pay compensation on the termination of this membership agreement or to find alternative premises for the Member.

11. Notices

Any notice given to a party under or in connection with this membership agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the following addresses (or an address substituted in writing by the party to be served):

The Member: the email address provided above.

The Company: juicehull@gmail.com. 

Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; or

(b) 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; or

(c) 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.

This clause 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.

12. General

The Company shall collect and process your personal data in accordance with its privacy notice.

The parties agree that nothing in this membership agreement shall confer any benefit on any person who is not a party to this membership agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. 

Except in respect of payment, neither party shall be in breach of this membership agreement nor liable for delay in performing, or failure to perform, any of its obligations under this membership agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for two months, the party not affected may terminate this membership agreement by giving one week’s written notice to the affected party.

Each party acknowledges that in entering into this membership agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this membership agreement. Each Party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this membership agreement.

No variation of this membership agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 

A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of this membership agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this membership agreement. If any provision or part-provision of this membership agreement is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

This membership agreement 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. 

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 this membership agreement or its subject matter or formation.