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Membership terms and conditions

INTRODUCTION:

• Plexal(City) Ltd ("Plexal") is a company incorporated in England and Wales, with principal place of business at 14 East Bay Lane, The Press Centre, Here East, Queen Elizabeth Olympic Park, Stratford, London E15 2GW and with registered number 10012478.
• Plexal administers an innovation centre with various services and facilities for technology companies to accelerate innovation based at Here East, Queen Elizabeth Olympic Park, Stratford, London E15 2GW ("PlexalCity").
• These membership terms as amended from time to time (the "Terms") govern your relationship, as an individual, in your professional capacity, as a member of PlexalCity (a "Member") with Plexal on the other hand. Nothing in these Terms represents any agreement or arrangement between you and any other Member.
• The words and expressions used in these Terms have the meanings set out in Schedule 1 and these Terms shall be interpreted in accordance with the other provisions set out in Schedule 1.

1.              MEMBERSHIP OF PLEXALCITY

1.1           In order to enjoy full access to the facilities of PlexalCity (including access to the Premises and Systems) you must create an account on the Plexal IT Portal. A full range of the available benefits are listed under ‘membership’ on the Plexal IT Portal. You acknowledge that these benefits are granted to you personally and are not transferable to any individual or other third party.

1.2           When you create an account you confirm that:

1.2.1          you are over 16;

1.2.2          your membership to PlexalCity is granted on the condition that you use the facilities and receive the services of PlexalCity in a business or professional capacity;

1.2.3          all information and details provided by you to us (including on registration) are true, accurate and up to date in all respects;

1.2.4          you will comply with the Code of Conduct and any additional Plexal policies that are applicable to you and your use of the facilities and services made available to you by Plexal (on Plexal's behalf); and

1.2.5          you will comply with the provisions set out in: (i) these Terms; and (ii) any other agreement you enter into with Plexal and/or any Plexal Partner.

2.              CONDITIONS OF MEMBERSHIP

2.1           As a condition of your membership of PlexalCity, you agree that you will:

2.1.1          abide by the rules set down for engaging with mentors and professional services companies;

2.1.2          not impersonate any third party or misrepresent any relationship that you may have with any third party;

2.1.3          not defame, harass or threaten any employee or contractor of Plexal, any Member, or any other third party within the Premises or in the course of your use of the Systems;

2.1.4          not restrict any member from using any services made available by Plexal or any Plexal Partner;

2.1.5          not create a false identity to mislead others;

2.1.6          not use mobile devices in a manner disruptive to other guests or members;

2.1.7          not cause any damage to Plexal property, otherwise cause damage to Plexal or Here East, or bring the names of Plexal or Here East into disrepute in any way;

2.1.8          not interfere with any third party's access to or use of the facilities of PlexalCity;

2.1.9          not play music through speakers;

2.1.10       not breach any applicable law; or

2.1.11       not infringe the rights of Plexal, any of its group companies, any Plexal Partner, any Member or any other third-party.

2.2           If you access the Premises as a Hot Desk Member, you agree that you will comply with the Hot Desk Terms.

2.3           If you access the Premises as a Fixed Desk Member, you agree that you will comply with the Fixed Desk Terms.

2.4           You agree to indemnify and hold harmless Plexal in respect of any loss suffered by Plexal, any Plexal Partner or any Member as a result of:

2.4.1          any damage to the Premises, the Systems, or any other facilities or property caused by you and/or any of your guests; and

2.4.2          any claims or legal proceedings brought against Plexal, any Plexal Partner or any other Member by any other person as a result of your breach of these Terms.

3.              ACCESS TO PLEXALCITY

3.1           As a Member, you shall receive:

3.1.1          a membership card which will permit you to access the PlexalCity premises (the "Premises"); and

3.1.2          login details, which will permit you to access the Plexal IT Portal.

3.2           Your membership card and login details are personal to you and may not be transferred to or shared with others.  You are responsible for keeping your membership card and login details secure and are responsible for all activities that are carried out under them.  You should choose a strong, unique password, which you do not disclose to anyone else or use with any other service.  Plexal will not be responsible for any losses suffered by you in circumstances where your membership card or login details are used by someone else, unless this is caused by Plexal's negligence.  If you lose your membership card, you acknowledge that you will be liable for the cost of a replacement.

3.3           You must present your membership card at the main reception area each time you arrive at, and depart from PlexalCity.

3.4           You are entitled to receive guests at PlexalCity, provided that:

3.4.1          you ensure that your guests are registered in accordance with Plexal's current guest protocol;

3.4.2          you ensure that your guests comply with these Terms; and

3.4.3          you are accountable for the conduct of your guests.

4.              CATEGORIES OF MEMBERSHIP

4.1           When you register as a Member, you will be granted access to the Premises as a Hot Desk Member unless you specifically opt in to access the Premises as a Fixed Desk Member.

4.2           You agree that you will only access those areas of the Premises and exercise those rights which are applicable to your category of membership and which are expressly allocated to you.

4.3           In terms of access to specific areas within PlexalCity, you acknowledge that:

4.3.1          access to community areas within the PlexalCity and the area known as the "Park" is available to you, provided that access to the area known as the "Park" may be restricted during the running of private events; and

4.3.2          the snugs and phone booths are for temporary use (up to a maximum of 1 hour of continuous use) and not for continuous, everyday work.

4.4           You acknowledge that, even where you are a Fixed Desk Member, Plexal may move you, on either a temporary or permanent basis, from the work station you are currently at, provided that such alternative space shall be at least as commodious as the work station previously allocated to you.  In such cases, Plexal shall endeavour to give you as much notice as reasonably practicable, except in an emergency when no notice is required.

5.              SECURITY

5.1           When entering the Premises, you shall take reasonable steps to ensure that you are not followed into the Premises by any unauthorised person.

5.2           You acknowledge that Plexal may monitor the Premises with CCTV up to 24 hours per day.

5.3           You acknowledge that it is your responsibility to protect your own property and to control access to any storage facilities that are made available to you by Plexal within the Premises. You acknowledge that Plexal bears no responsibility for any lost, stolen or damaged items.

5.4           You acknowledge that it is your responsibility to maintain effective controls over any rights in or title to any intellectual property rights in any materials that you may have.

6.              USE OF THE PREMISES

6.1           You acknowledge that the cost of repair of any damage, beyond reasonable wear and tear, to any property within the Premises caused by you or any of your guests (including where such damage is recovered upon expiry or termination of your membership), or the cost of removal of any property left by you within the Premises, shall be debited from any deposit or other monies held by Plexal.

6.2           You shall not obstruct the doors, exits, entrances, elevators, stairways, corridors or walkways within the Premises.

6.3           You agree and acknowledge that you shall comply with any regulations or policies of any third party which govern the use of the Premises and are made reasonably available to you.

6.4           You agree to cooperate with Plexal by notifying Plexal as soon as reasonably practicable in the event that you become aware of any accidents to or defects in plumbing, electrical fixtures, heating apparatus, IT facilities, structural defects, damage to furniture or any incidents requiring cleaning.

6.5           Plexal shall accept mail deliveries of business correspondence on your behalf during the Premises' regular business hours on its regular business days.  You acknowledge that Plexal shall have no obligation to store any mail or packages delivered to you for more than 15 days after the date of receipt or for any period after your membership period has expired or been terminated. You further acknowledge that your use of Plexal's mail delivery service is not intended for personal goods, merchandise or any oversized or bulk packages.  You acknowledge that Plexal shall under no circumstances be liable in the event of any lost mail deliveries and that you use Plexal's mail delivery service entirely at your own risk.

6.6           You or your Member Organisation may not use the Premises as a registered address. 

6.7           You agree that you shall not permit pets to access the Premises, save where you require the pet to provide you with visual or medical assistance, or where you have received the prior consent of Plexal.

7.              USE OF THE SYSTEMS

7.1           As a condition of your use of the Systems, you agree that you will not:

7.1.1          breach Plexal's internet fair usage policy;

7.1.2          access, download or post any pornographic, obscene or indecent material;

7.1.3          post or otherwise communicate any fraudulent, threatening, abusive, false or misleading material or message of any kind;

7.1.4          disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Plexal's systems or software;

7.1.5          introduce any virus or any other similar harmful contaminant technology (including any bug, worm, logic bomb, trojan horse or any self-propagating or other program) into the Systems (a "Virus");

7.1.6          copy, modify, or distribute any other person’s content (including the content of any other Member) without their consent;

7.1.7          use any robot, spider, scraper or other automated means to access and/or collect content which is not intended to be made available to you; and

7.1.8          harvest or otherwise collect information about other Members or monitor their use of the Systems, without their consent.

7.2           You agree that you shall use up to date anti-virus software on your devices when accessing the Systems and, in the event that you become aware of any Virus having been introduced into the Systems, you shall notify Plexal immediately.

7.3           You acknowledge that when accessing the internet or any web-based functionality through the Systems:

7.3.1          you shall not be provided with a consistent IP address by Plexal; and

7.3.2          you may be required to install particular software provided by Plexal onto the device through which you access the Systems.

7.4           In the event that particular software is so provided by Plexal for download by you, Plexal shall not be liable for any damage caused to your device or any loss of data.

7.5           You acknowledge that Plexal cannot guarantee continuous, error-free or secure access to the Systems or that defects in the Systems will be corrected.  While Plexal will use reasonable efforts to maintain uninterrupted access to the systems, Plexal cannot guarantee this and does not give any assurances or warranties (whether express or implied) about the operation and availability of the Systems.

7.6           You acknowledge that as a Member, you use the Systems at your own risk and on an "as is" basis. You acknowledge that Plexal shall not be responsible for any loss of availability of the Systems or any loss or corruption of data which you may suffer as a result of use of the Systems (or any outage thereof).

8.              TRANSFER OF MEMBERSHIP RIGHTS

8.1           You acknowledge that neither your membership of Plexal nor any of the rights or benefits that are available to you pursuant to your membership is transferable to any third party under any circumstances.

9.              MEMBERSHIP FEES

9.1           As a condition of your membership of PlexalCity, you agree to pay or procure that your Member Organisation pays, on your behalf, all membership fees and additional service fees due by the relevant due dates in accordance with the fees set out in the offer document provided to you by Plexal.  For the avoidance of doubt, Plexal accepts payment of fees by your Membership Organisation on your behalf.

9.2           If you are a Hot Desk Member, the following fees are due:

9.2.1          Hot Desk Membership Fee; and

9.2.2          Monthly Hot Desk Fees.

9.3           If you are a Fixed Desk Member, the following fees are due:

9.3.1          Fixed Desk Member Deposit; and 

9.3.2          Monthly Fixed Desk Fees.

9.4           Where Monthly Fees are due, such fees shall be paid monthly in advance by direct debit. In the event that any direct debit payment fails, any charge levied on Plexal in relation to the resubmission of a failed direct debit payment shall be reimbursed by you or your Member Organisation.

9.5           In the event that you request to receive certain Additional Services, you agree and acknowledge that you may be required by Plexal to pay the applicable Service Fees.

9.6           You acknowledge that Plexal may amend the Monthly Fees from time to time provided that Plexal notifies you in writing at least one month prior to the relevant amendment becoming effective.

10.           VAT

All amounts and fees stated or referred to in this agreement are exclusive of VAT.

11. interest

If you fail to make any payment due to Plexal under these Terms by the due date for payment, then you shall pay interest on the overdue amount at the rate of [4] % per annum above the base rate of Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

12.           DATA PROTECTION

12.1        Plexal respects the privacy of you, as a Member, and is registered on the UK Information Commissioner's data protection register under registration number ZA246128.

12.2        Plexal collects the following personal data from you, as a Member:

12.2.1       name;

12.2.2       address;

12.2.3       contact telephone number(s) (home, work and mobile);

12.2.4       contact e-mail address;

12.2.5       any other information provided by you at the time of registration;

12.2.6       any references and/or testimonials made available by you;

12.2.7       records of any correspondence with Plexal;

12.2.8       information that is gathered by Plexal in the course of the provision of services to you;

12.2.9       results of any surveys or feedback that Members are asked to complete or provide (which will not be mandatory); and

12.2.10    details of your use of our facilities at the Premises and your use of the Systems,

(together "Member Data").

12.3        Member Data Usage: You acknowledge and agree that your Member Data may be used in the following ways:

12.3.1       for the administration of your membership;

12.3.2       for Plexal, its group companies and Plexal Partners to market their products and services to you;

12.3.3       Plexal may include any references or testimonials disclosed by you in any of its promotional materials;

12.3.4       to allow you to participate in activities or services made available by Plexal or any Plexal Partner, where they choose to do so; and

12.3.5       to notify you of any changes or updates to PlexalCity.

12.4        Member Data Transfer: Plexal will not transfer Member Data to a third party, or release it to an independent third party to use for their own purposes, except as follows:

12.4.1       where such Member Data is required by the relevant third party to provide a service to you;

12.4.2       where you have consented to such transfer of Member Data; or

12.4.3       in the event of a reorganisation or transfer dissolution (or similar event) of Plexal (or any part of it);

12.4.4       if Plexal is under a duty to disclose such data in order to comply with any legal obligation, or in order to enforce or apply any of these Terms;

12.4.5       to other Members;

12.4.6       to third parties who conduct business on behalf of Plexal; or

12.4.7       to Plexal Partners.

12.5        Plexal shall ensure that any transfer of personal data contained within your Member Data outside of the EEA, shall be compliant with applicable data protection law.

12.6        Plexal shall take all reasonable steps to ensure that:

12.6.1       all Plexal staff that may from time to time access Member Data are contractually bound to keep such Member Data confidential; and

12.6.2       appropriate technological and organisational measures are implemented in order to prevent any unauthorised access to, or disclosure of Member Data.

12.7        Any personal data comprised in the Member Data will be held by Plexal as long as is necessary for the administration of your membership and, following expiry or termination of your membership, such data shall be retained only for as long as is reasonably required for the purpose(s) for which it is collected, subject always to compliance with applicable laws.

12.8        For further information on how Plexal processes your personal data, please refer to our Privacy Policy.

13.           COSTS AND EXPENSES

13.1        You agree to bear your own costs and expenses in connection with becoming a Member and subsequently in connection with the exercise of your rights and performance of your obligations in respect of PlexalCity. 

14.           NON SOLICITATION

14.1        You agree that you shall not directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of Plexal or any Member Organisation any person employed or engaged by Plexal or such Member Organisation at any time during your membership term or for a further period of six (6) months after the expiry or termination of such membership term.

15.           NON COMPETE

15.1        During the term of your membership, you agree that you shall not engage in, solicit, cause or encourage any third party to engage in or otherwise promote any activity or business which is competitive with, or may reasonably be deemed to be competitive with, any activity or business provided by Plexal or any Plexal Partner to the Members, without first obtaining the prior written authorisation of Plexal. Such prohibited activities shall include but not be restricted to: the provision of co-working spaces, delivery of corporate innovation programmes, entrepreneurship education or events curation programme, and any service reasonably similar to any service provided as part of the Professional Service Suite or any Consultancy Service.

16.           MEMBERSHIP TERM AND TERMINATION OF MEMBERSHIP

16.1        You acknowledge that your membership of PlexalCity will be on a monthly subscription basis, and shall auto-renew on a monthly basis, subject to:

16.1.1       You providing Plexal with at least one month's prior written notice to terminate your membership; and

16.1.2       Plexal providing you with at least two months' prior written notice to terminate your membership.

16.2        Plexal may terminate your membership with immediate effect in the event that you commit a breach of the Terms which is not capable of remedy or is capable of remedy, but is not remedied within fourteen (14) days of Plexal giving notice in writing specifying the relevant breach and requiring its remedy within such fourteen (14) day period.

16.3        Plexal may terminate your membership with immediate effect upon the provision of written notice, in the event that you:

16.3.1       intentionally damage the Premises or any property belonging to Plexal; or

16.3.2       commit theft from the Premises.

16.4        You may terminate your membership of PlexalCity in the event that Plexal suffers an Insolvency Event.

16.5        Following expiry or termination of your membership (for any reason whatsoever), the benefits of your membership shall cease, save that all your accrued rights and liabilities under these Terms shall survive such expiry or termination and the following provisions of these Terms shall continue to be binding on you: clauses: 14; 16; 18; 19; and 24.

17.           AMENDMENTS TO THE MEMBERSHIP TERMS

17.1        You acknowledge that Plexal may amend these Terms from time to time provided that Plexal shall notify you of such changes in writing as soon as reasonably practicable.

18.           LIMITATION OF LIABILITY

18.1        Nothing in this clause 18 shall limit either party's liability for death or personal injury resulting from that party's negligence or for fraud.

18.2        The aggregate liability of Plexal in respect of any loss or damage suffered by you and arising out of or in connection with these Terms, shall not exceed the aggregate amount of the Fees actually paid by you to Plexal in respect of the twelve month period prior to the event giving rise to the claim. 

18.3        Plexal shall not be liable, in any way for:

18.3.1       any loss or corruption of data;

18.3.2       any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; or

18.3.3       any loss of goodwill or reputation; or

18.3.4       any indirect or consequential losses,  

suffered or incurred by you arising out of or in connection with this Agreement.

19.           CONFIDENTIALITY

19.1        Each party undertakes that it will not at any time use or disclose to any person, except to its professional representatives or as may be required by law or any legal or regulatory authority, these Terms or any confidential information concerning the business or affairs of the other party which may have or may in the future come to its knowledge.  Both you and Plexal each acknowledge not to use the confidential information of the other, except as contemplated by these Terms.

20.           NOTICES

20.1        A notice given by Plexal under these Terms shall be deemed to have been received by you:

20.1.1       where the document or information is delivered by hand, when it is delivered;

20.1.2       where the document or information is sent or supplied by electronic means, when the document or information is first transmitted; and

20.1.3       where the document or information is sent or supplied by means of the Plexal IT Portal, when the material is first made available on the Plexal IT Portal.

21.           THIRD PARTY RIGHTS

21.1        No provision of these Terms shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

22.           NO PARTNERSHIP/AGENCY

22.1        Nothing in these Terms is intended to or shall operate to create a partnership, or to authorise you to act as agent for Plexal or any other Member.

23.           FURTHER ASSURANCE

23.1        Each Member shall execute all such documents and do or cause to be done all such other things as Plexal may from time to time reasonably require in order to ensure that the provisions of these Terms are fully adhered to.

23.2        COUNTERPARTS

These Terms may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

24.           GOVERNING LAW AND JURISDICTION

24.1        These Terms shall be governed by and construed in accordance with the law of England and Wales.  By becoming a Member, a Member irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with these Terms, or their enforceability.