DEFINITIONS AND INTERPRETATION
1.1. IN THIS AGREEMENT THE FOLLOWING WORDS HAVE THE FOLLOWING MEANINGS:
ACT MEANS THE LANDLORD AND TENANT ACT 1954 BOTH PARTS. BUILDING MEANS 6-8 BONHILL STREET, LONDON, EC2A 4BX
COMMON PARTS MEANS THE LICENSOR’S PROPERTY OTHER THAN THE LICENCE PROPERTY AND OTHER LETTABLE PARTS OF THE LICENSOR’S PROPERTY AND THOSE PARTS OF THE BUILDING WHICH THE LICENSOR HAS THE RIGHT TO USE UNDER THE TERMS OF ITS LEASE INCLUDING BUT NOT LIMITED TO PATHS, ENTRANCE HALLS, CORRIDORS, STAIRCASES, LANDING AND OTHER MEANS OF ACCESS IN OR UPON THE BUILDING THE USE OF WHICH IS NECESSARY FOR OBTAINING ACCESS TO AND ENGRESS FROM THE LICENCE PROPERTY
LEASE: LEASES SO EXISTING BETWEEN THE LICENSOR AND THE MAYOR AND COMMONALTY AND CITIZENS OF THE CITY OF LONDON RELATING TO THE LICENSOR’S PROPERTY
COMMON AREAS: TOILETS, CORRIDORS, STAIRWELLS, KITCHENS AND MEETING ROOMS LOCATED WITHIN THE LICENSOR PROPERTY
LICENCE PERIOD MEANS THE PERIOD OF 12 CALENDAR MONTHS FROM AND INCLUDING THE COMMENCEMENT DATE OR SUCH OTHER PERIOD DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF THIS LICENCE.
LICENCE PROPERTY MEANS THE DESIGNATED OFFICE AND DESK SPACES WITHIN AT THE LICENSOR’S PROPERTY.
NECESSARY CONSENTS: ALL PLANNING PERMISSIONS AND OTHER CONSENTS, LICENCE, PERMISSIONS, CERTIFICATESM AUTHORISATIONS AND APPROVALS WHETHER OF A PUBLIC OR PRIVATE NATURE WHICH SHALL BE REQUIRED BY ANY COMPETENT AUTHORITY FOR THE USE PERMITTED.
COMPETENT AUTHORITY: ANY STATUTORY UNDERTAKER OR ANY STATUTORY PUBLIC LOCAL OR OTHER AUTHORITY OR REGULATORY BODY OR ANY COURT OF LAW OR GOVERNMENT DEPARTMENT OF ANY OF THEM OR ANY OF THEIR DULY AUTHORISED OFFICERS.
LICENSOR'S PROPERTY MEANS THE PROPERTY KNOWN AS FLOOR 2 AND 3, 6-8 BONHILL STREET
LONDON EC2A4BX WHICH IS LEASED BY THE LICENSOR (WHICH INCLUDES BUT NOT LIMITED TO THE COMMON AREAS AND THE LICENCE PROPERTY).
RENT REVIEW: THERE WILL BE ONE RENT REVIEW PER YEAR BASED ON PREVAILING MARKET RATE.
USE PERMITTED: USE AS OFFICES.
OUTGOINGS: ALL EXISTING AND FUTURE RATES, TAXES, DUTIES, CHARGES AND FINANCIAL IMPOSITIONS CHARGED IN RELATION TO THE LICENSOR’S PROPERTY OR THE LICENSEE’S PROPERTY OR ANY OTHER OWNER OR OCCUPIER (INCLUDING BUT NOT LIMITED TO SUPPLIES).
SUPPLIES: WATER, GAS, AIR, FOUL AND SURFACE WATER DRAINAGE, ELECTRICITY, OIL, TELEPHONE, HEATING, TELECOMMUNICATIONS, INTERNET, WIRELESS, TELEPHONE, DATA COMMUNICATIONS AND SIMILAR SUPPLIES OR UTILITIES.
SERVICE MEDIA: ALL MEDIA SERVING THE LICENSOR PROPERTY 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.
EVENT OF INSOLVENCY MEANS ANY OF THE FOLLOWING:
A) LIQUIDATIONB) BANKRUPTCY
C) THE APPOINTMENT OF A RECEIVER OR AN ADMINISTRATIVE RECEIVER D) THE MAKING OF AN ADMINISTRATION ORDER
E) A PETITION OR RESOLUTION FOR ANY OF THE ABOVE BY ANY PERSON OR ANY NOTICE RELATING TO THE SAME
F) THE MAKING OF AN ARRANGEMENT OR COMPOSITION FOR THE BENEFIT OF ITS CREDITORS
G) ALL OF WHICH EXPRESSIONS SHALL HAVE THE SAME MEANING AND INTERPRETATION AS IN THE INSOLVENCY ACT 1986 ALL OF WHICH EXPRESSIONS SHALL HAVE THE SAME MEANING AND INTERPRETATION AS IN THE INSOLVENCY ACT 1986.
1.2. ANY REFERENCE IN THIS AGREEMENT TO VALUE ADDED TAX SHALL INCLUDE ANY TAX OF A SIMILAR NATURE THAT MAY BE SUBMITTED FOR IT OR LEVIED IN ADDITION TO IT
1.3. IN THIS LICENCE UNLESS THE CONTEXT OTHERWISE REQUIRES:
1.3.1. WORDS IMPORTING ANY GENDER INCLUDE EVERY GENDER;
1.3.2. WORDS IMPORTING THE SINGULAR NUMBER ONLY SHALL INCLUDE THE PLURAL NUMBER AND VICE VERSA;
1.3.3. WORDS IMPORTING PERSONS INCLUDE FIRMS COMPANIES AND CORPORATIONS AND VICE VERSA;
1.3.4. ANY REFERENCE TO ANY STATUTE (WHETHER OR NOT SPECIFICALLY NAMED HEREIN) SHALL INCLUDE ANY STATUTORY MODIFICATION OR RE-ENACTMENT OF IT FOR THE TIME BEING IN FORCE AND ANY ORDER INSTRUMENT PLAN REGULATION PERMISSION AND DIRECTION MADE OR ISSUED UNDER IT OR UNDER ANY STATUTE REPLACED BY IT DERIVING VALIDITY FROM IT;
1.3.5. REFERENCES TO CLAUSES SCHEDULES AND ANNEXURES ARE REFERENCES TO THE RELEVANT CLAUSE IN OR SCHEDULE OR ANNEXURE TO THIS LICENCE
1.3.6. WHERE ANY OBLIGATION IS UNDERTAKEN BY TWO OR MORE PERSONS JOINTLY THOSE PERSONS SHALL BE JOINTLY AND SEVERALLY LIABLE IN RESPECT OF THAT OBLIGATION;
1.3.7. THE HEADINGS TO THE CLAUSES AND SCHEDULES SHALL NOT AFFECT THE INTERPRETATION
1.3.8. ALL OTHER TERMS NOT SO DEFINED SHALL HAVE THEIR LATEST ORDINARY UNITED KINGDOM ENGLISH DICTIONARY MEANING
2. LICENCE GRANTED
2.1. THE LICENSOR GRANTS TO THE LICENSEE DURING THE LICENCE PERIOD (TOGETHER WITH ITS EMPLOYEES, AGENTS AND CONTRACTORS) A LICENCE TO OCCUPY THE LICENCE PROPERTY (WHICH INCLUDES THE FIXTURES AND FITTINGS WHICH ARE SHOWN ON THE PHOTOGRAPHS ANNEXED TO THIS LICENCE) SUBJECT TO ALL THE PROVISIONS OF THIS LICENCE (PROVIDED THAT THE LICENSEE’S INTENDED USE AND ENJOYMENT OF THE LICENCE PROPERTY IS NOT ADVERSELY AFFECTED.)
2.2 THE COMMON PARTS DESIGNATED BY THE LICENSOR FOR THE LICENSEE’S USE MUST INCLUDE THOSE COMMON PARTS THAT ARE REASONABLY NECESSARY FOR THE USE AND ENJOYMENT OF THE LICENCE PROPERTY FOR THE USE PERMITTED.
3. OBLIGATIONS & WARRANTIES OF THE LICENCEE THE LICENSEE AGREES WITH THE LICENSOR:
3.1 TO PAY TO THE LICENSOR THE DEPOSIT ON THE DATE OF THE LICENCE THE LICENSOR WILL RETURN THE DEPOSIT TO THE LICENSEE WITHIN 30 DAYS OF THE END OF THE LICENCE (HOWEVER IT HAS BEEN DETERMINED). THE LICENSOR MAY DEDUCT ANY MONIES LAWFULLY OWED TO THE LICENSOR UNDER THE TERMS OF THIS LICENCE FROM THE DEPOSIT, PROVIDED THAT THE LICENCEE HAS FIRST PROVIDED THEIR WRITTEN CONSENT TO DEDUCT THE AMOUNT FROM THE DEPOSIT.
3.2 THE LICENSEE OCCUPYING THE LICENCE PROPERTY WILL PAY TO THE LICENSOR THE LICENCE FEE FROM THE COMMENCEMENT DATE BY DIRECT DEBIT EACH CALENDAR MONTH (“THE LICENCE FEE”) THE FIRST DAY OF EACH MONTH AND SO IN PROPORTION FOR ANY LESS PERIOD WHETHER FORMALLY DEMANDED OR NOT. THE LICENSEE SHALL PAY VAT IN RESPECT OF ALL TAXABLE SUPPLIES MADE TO IN CONNECTION WITH THIS LICENCE ON THE DUE DATE OF MAKING ANY PAYMENT PROVIDED THAT THE LICENCEE RECEIVED A VALID VAT INVOICE AND A CERTIFIED COPY OF THE LICENSOR’S OPTION TO WAIVE EXEMPTION TO VAT AND THE LETTER OF ACKNOWLEDGMENT FROM HMRC RECEIVED BY THE LICENSOR . IN THE EVENT THAT THE LICENCE FEE IS NOT PAID ON THE DUE DATE THE LICENSOR RESERVES THE RIGHT TO SERVE A NOTICE FOR NON-PAYMENT OF THE LICENCE FEE ON THE LICENSEE AND THE LICENSOR SHALL CHARGE A REASONABLE FEE BEING NO LESS THAN £40.00 FOR ANY SUCH NOTICE WHICH SHALL BE PAYABLE BY THE LICENSEE UPON DEMAND. IF THE LICENCE FEE IS NOT PAID BY DIRECT DEBIT THEN THE LICENCE FEE SHALL INCREASE BY £35.00 FOR EACH AND EVERY MONTH THAT THE LICENCE FEE IS NOT PAID BY DIRECT DEBIT.
3.3 NOT TO DO OR PERMIT TO BE DONE IN THE LICENCE PROPERTY ANYTHING WHICH MAY CAUSE A LEGAL NUISANCE ANNOYANCE OR DISTURBANCE TO THE LICENSOR OR TO TENANTS OR OCCUPIERS OF THE BUILDING
3.5. NEVER TO CHARGE ASSIGN HOLD ON TRUST FOR ANY PERSON UNDERLET OR OTHERWISE SHARE OR PART WITH POSSESSION OF THE WHOLE OR ANY PART OF THE LICENCE PROPERTY OR WITH THE BENEFIT OF THIS LICENCE NOR TO ENTER INTO ANY AGREEMENT TO DO SO;
3.6. TO KEEP THE WHOLE OF THE LICENCE PROPERTY (INCLUDING ALL (IF ANY) FIXTURES AND FITTINGS WHICH BELONG TO THE LICENSOR) CLEAN, TIDY AND CLEAR OF RUBBISH AND IN A READILY LICENSABLE CONDITION AS IN PHOTOGRAPHS AGREED BY THE PARTIES WHICH ARE ANNEXED TO THE LICENCE;
3.7. TO USE THE LICENCE PROPERTY ONLY FOR THE USE PERMITTED.
3.8. NOT TO EXHIBIT UPON ANY PART OF THE EXTERIOR OF THE LICENCE PROPERTY WITHOUT THE CONSENT OF THE LICENSOR (SUCH CONSENT NOT BE UNREASONABLY WITHHELD OR DELAYED) ANY NOTICE SIGN SIGNBOARD OR ADVERTISEMENT;
3.8. TO DELIVER AS SOON AS REASONABLY PRACTICABLE TO THE LICENSOR A COPY OF EVERY NOTICE RECEIVED BY THE LICENSEE WHICH IS LIKELY TO AFFECT THE INTEREST OF THE LICENSOR IN THE LICENCE PROPERTY.
3.10. AS FAR AS THEY RELATE TO THE LICENCE PROPERTY TO COMPLY WITH ALL LAWS AND THE REASONABLE REQUIREMENTS OF ALL RELEVANT UTILITY SUPPLIERS AND THOSE OF THE INSURERS OF THE LICENSOR'S PROPERTY PROVIDED THAT THEY HAVE BEEN PROVIDED IN WRITING TO THE LICENCEE.
3.11. TO INDEMNIFY THE LICENSOR AGAINST ANY PROPER REASONABLE LEGAL OR SURVEYORS FEES INCURRED AS A CONSEQUENCE OF ANY MATERIAL BREACH TO THE LICENSOR BY THE LICENSEE OF ANY OF ITS OBLIGATIONS IN THIS LICENCE ON THE PART OF THE LICENSEE (“AN ACTION”). A MATERIAL BREACH SHALL BE A BREACH THAT IS MORE THAN MERELY TRIVIAL IN NATURE IN THE REASONABLE OPINION OF THE LICENSOR PROVIDED THAT:
3.11.1 THE LICENSOR SHALL GIVE THE LICENSEE WRITTEN NOTICE AND DETAILS OF ANY ACTION PROMPTLY AFTER BECOMING AWARE THEREOF;
3.11.2 THE LICENSOR SHALL ALLOW THE LICENSEE TO MAKE WRITTEN REPRESENTATIONS TO THE LICENSOR ABOUT ANY NEGOTIATIONS RELATING TO THE SETTLEMENT OF THE ACTION AND THE LICENSOR SHALL PROPERLY TAKE INTO ACCOUNT ANY SUCH NEGOTIATIONS AND SETTLEMENT;
3.11.3 THE LICENSOR SHALL NOT SETTLE OR COMPROMISE ANY ACTION WITHOUT HAVING FIRST GIVEN THE LICENSEE A REASONABLE OPPORTUNITY TO MAKE REPRESENTATIONS IN RESPECT THEREOF; AND
3.11.4 THE LICENSOR SHALL USE REASONABLE ENDEAVOURS TO MITIGATE ANY SUCH LIABILITY PROVIDED NOTHING SHALL PREVENT THE LICENSEE FROM SETTLING A CLAIM WHERE IT WOULD BE MATERIALLY ADVERSELY PREJUDICIAL TO THE LICENSOR NOT TO DO SO.
3.12. TO COMPLY WITH ALL STATUTORY TO THE LICENSEE'S USE AND OCCUPATION OF THE LICENCE PROPERTY.
3.13. IMMEDIATELY UPON THE DETERMINATION OF THIS LICENCE TO VACATE THE LICENCE PROPERTY
3.14. TO PAY ON DEMAND INTEREST AT 4% ABOVE THE BASE LENDING RATE OF LLOYDS TSB BANK PLC CALCULATED ON A DAILY BASIS FROM THE DUE DATE UNTIL PAYMENT IF THE LICENSEE SHALL FAIL TO PAY THE LICENCE FEE DUE UNDER THIS LICENCE WITHIN 14 (FOURTEEN) DAYS OF THE DUE DATE (WHETHER FORMALLY DEMANDED OR NOT);
4. LICENSOR’S COVENANTS
4.1 THE LICENSOR SHALL IN RESPECT OF THE LICENCE PROPERTY, COMMON AREAS AND LICENSOR’S PROPERTY:
4.1.1 PROVIDE AND MEET ALL COSTS IN RELATION TO THE SUPPLIES
4.1.2 PAY ALL OUTGOINGS;
4.1.3 COMPLY WITH ALL OF THE TERMS OF THE LEASE IN AS SO FAR AS THEY MAY MATERIALLY AND ADVERSELY AFFECT THE LICENSEE’S QUIET ENJOYMENT OF THE LICENCE PROPERTY
4.1.4 TO REPAIR AND MAINTAIN THE LICENSOR’S PROPERTY (INCLUDING, FOR THE AVOIDANCE OF DOUBT, THE LICENCE PROPERTY AND THE COMMON AREAS) SO THAT IT IS KEPT IN A GOOD CONDITION AND ITS SERVICE MEDIA IN A GOOD STATE OF REPAIR SAVE FOR FAIR, WEAR AND TEAR SO THAT THE LICENSEE CAN USE THE LICENCE PROPERTY FOR ITS USE PERMITTED. FOR THE FURTHER AVOIDANCE OF DOUBT, THE LICENSOR’S OBLIGATION TO REPAIR AND MAINTAIN SHALL NOT EXTEND TO ANY ACTS OR OMISSIONS OF THE LICENSEE IN COMPLYING WITH CLAUSE 3.PROVIDED THAT THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE IN RESPECT OF ANY FAILURE OR INTERRUPTION OF IN ANY OF THE SERVICES DUE TO THE CARRYING OUT OF ESSENTIAL REPAIR AND SERVICING OR DUE TO ANY ACT OR OMISSION THAT IS BEYOND THE REASONABLE CONTROL OF THE LANDLORD.
4.2 THE LICENSOR COVENANTS THAT THE LICENSOR SHALL NOT AND SHALL NOT PERMIT OTHER OCCUPIERS OF THE LICENSOR'S PROPERTY:
4.2.1 CAUSE ANY DAMAGE, DISTURBANCE, NUISANCE, ANNOYANCE OR INCONVENIENCE TO THE LICENSEE; OR
4.2.2 TO DISCLOSE TO A THIRD PARTY ANY CONFIDENTIAL INFORMATION RELATING TO OR OBTAINED FROM THE LICENSEE; AND
4.2.3 SHALL NOT INFRINGE, INTERRUPT OR DESTROY THE RIGHTS GRANTED TO THE LICENSEE IN THIS LICENCE.
4.3 THE LICENSOR INDEMNIFIES THE LICENSEE AGAINST ALL REASONABLE AND FORSEEABLE COSTS EXPENSES DISBURSEMENTS (INCLUDING BUT NOT LIMITED TO RELOCATION COSTS) LIABILITIES CLAIMS AND DAMAGES AS A CONSEQUENCE BY THE LICENSOR OF ANY BREACH OF ITS OBLIGATIONS IN THE LEASE WHICH MATERIALLY AND ADVERSELY AFFECT THE LICENSEE INCLUDING BUT NOT LIMITED TO ANY ACTION WHICH RESULTS IN THIS LICENCE BEING DETERMINED.
5. NATURE OF LICENCE
5.1. THIS LICENCE IS PERSONAL TO THE LICENSEE WHO MUST NOT TRANSFER SHARE PART OR OTHERWISE IN ANY WAY WHATSOEVER DEAL WITH THE LICENCE PROPERTY SPACE AND OTHER BENEFITS IN THIS LICENCE5.2. THIS LICENCE SHALL NOT OPERATE OR BE DEEMED TO OPERATE IN ANY WAY AS A DEMISE OF ANY PART OF THE LICENCE PROPERTY NOR SHALL THE LICENSEE HAVE OR BE ENTITLED TO ANY ESTATE RIGHT OR INTEREST IN THE LICENCE PROPERTY OR ANY PART OF IT OTHER THAN THE INTEREST EXPRESSLY CREATED BY THIS LICENCE.
5.3. SAVE ONLY FOR THE RIGHTS OF THE LICENSEE EXPRESSLY GRANTED BY THIS LICENCE THE LICENSOR RETAINS POSSESSION AND CONTROL OF THE LICENCE PROPERTY.
5.4 THE LICENSEE IS PERMITTED TO ALLOW ITS EMPLOYEES TO USE THE LICENCE PROPERTY SOLELY IN ACCORDANCE WITH THIS LICENCE AND IT SHALL BE LIABLE FOR ALL ACTS OR OMISSIONS OF ITS EMPLOYEES WHICH CAUSE DAMAGE OR LOSS TO THE LICENSOR.
5.6 THE LICENSEE AND ITS EMPLOYEES SHALL HAVE THE FOLLOWING NON-EXCLUSIVE RIGHTS:
5.6.1 THE RIGHT TO ACCESS AND EGRESS FROM THE LICENCE PROPERTY TO THE PUBLIC HIGHWAY USING THE COMMON PARTS;
5.6.2 THE RIGHT TO HAVE FAIR AND NON EXCLUSIVE USE THE COMMON AREAS; ;
5.6.3 TO DEPOSIT RUBBISH IN ANY RECEPTACLES OR WASTE COMPACTORS WHICH SERVE THE LICENSOR PROPERTY
5.6.3 TO USE ALL SERVICE MEDIA FOR THE SUPPLY AND REMOVAL OF ALL SUPPLIES AT THE LICENSOR’S PROPERTY.
6. DURATION
6.1 THIS LICENCE TO OCCUPY GRANTED BY THIS AGREEMENT SHALL END ON THE EARLIEST DATE PROVIDING NOTICE IS SERVED IN WRITING AS PER THE MINIMUM NOTICE PERIOD STATED ON PAGE 1 OF THIS AGREEMENT:
6.1.1 THE END OF THE LICENCE PERIOD;
6.1.2 THE EXPIRY OF ANY NOTICE GIVEN BY THE LICENSOR TO THE LICENSEE AT ANY TIME OF BREACH OF ANY OF THE LICENSEE’S OBLIGATIONS CONTAINED IN THIS LICENCE PROVIDED THAT THE LICENSEE SHALL HAVE BEEN GIVEN A PRIOR REASONABLE PERIOD IN WHICH TO REMEDY ANY BREACH CAPABLE OF BEING REMEDIED;
6.1.4 THE EXPIRY OF ANY NOTICE GIVEN BY THE LICENSEE TO THE LICENSOR AT ANY TIME OF BREACH OF ANY OF THE LICENSOR’S OBLIGATIONS CONTAINED IN THIS LICENCE.
6.1.5 UPON THE LICENSEE BEING SUBJECT TO AN INSOLVENCY EVENT.
6.2 TERMINATION IS WITHOUT PREJUDICE TO THE RIGHTS OF EITHER PARTY IN CONNECTION WITH ANY ANTECEDENT BREACH OF OR OTHER OBLIGATION SUBSISTING UNDER THIS AGREEMENT.
6.3 THE LICENSOR MUST REFUND THE LICENCE FEE PAID IN ADVANCE BY THE LICENCE IN RELATION TO THE PERIOD FALLING AFTER THE END OF THE LICENCE (HOWSOEVER DETERMINED) WITHIN 10 DAYS SUBJECT TO ANY AGREED DEDUCTION, OR IF THOSE DEDUCTIONS ARE DISPUTED UPON RESOLUTION OF THAT DISPUTE.
7. ACKNOWLEDGEMENTS AND DECLARATIONS THE LICENSEE ACKNOWLEDGES AND DECLARES THAT:
7.1. IT DOES NOT BY VIRTUE OF THIS LICENCE OBTAIN ANY SECURITY OF TENURE UNDER PART II OF THE ACT;
7.2. THIS LICENCE IS NOT A TENANCY TO WHICH THE ACT APPLIES;
7.3. THE LICENSOR SHALL NOT BE RESPONSIBLE FOR THE DEATH OR PERSONAL INJURY OR DAMAGE TO THE LICENSEE PROPERTY CAUSED BY NEGLIGENCE ON THE PART OF THE LICENSEE OR ITS EMPLOYEES OR AGENTS; OR ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR THE LICENSOR TO EXCLUDE OR RESTRICT LIABILITY.
7.4. WHILST THE LICENSEE HAS BEEN PROVIDED WITH THE RIGHT TO OCCUPY THE LICENCE PROPERTY, THE LICENSOR RESERVES THE RIGHT TO SUBSTITUTE THE LICENCE PROPERTY WITH OTHER(S) OF A SIMILAR SIZE AND TYPE WITHIN THE LICENSOR’S PROPERTY AT ANY TIME UPON REASONABLE NOTICE; UPON WHICH THE LICENSEE HAS A RIGHT OF REPLY WITHIN 7 DAYS AND MAKE IT’S VIEWS KNOWN AND SUBJECT TO CLAUSE 13. FOR THE AVOIDANCE OF DOUBT, THE LICENSEE SHALL NOT BE REQUIRED TO REINSTATE THE LICENCE PROPERTY TO ITS ORIGINAL CONDITION IF THE LICENSOR AGREES THAT THERE IS ONLY FAIR, WEAR AND TEAR. PRIOR TO REQUIRING THE LICENSEE TO RELOCATE TO THE NEW PROPERTY THE LICENSEE AND LICENSOR WILL AGREE A FURTHER SET OF PHOTOGRAPHS WHICH RECORD THE CONDITION OF THE NEW PROPERTY
7.5 IN THE EVENT OF THE LICENSEE BEING TEMPORARILY UNABLE TO GAIN ACCESS TO THE LICENSEE PROPERTY OR SOME OF THE COMMON AREAS, SUPPLIES AND FACILITIES BEING TEMPORARILY UNAVAILABLE THEN IN SUCH CIRCUMSTANCES THE LICENSEE MAY NOT TERMINATE BUT A REASONABLE ADJUSTMENT TO THE LICENCE FEE SUCH AS DETERMINED AND AGREED BY BOTH THE LICENCEE AND LICENSOR (ACTING REASONABLY) TO REFLECT THE TEMPORARY LOSS OF SUPPLIES WILL BE MADE.
7.5. THE LICENSOR SHALL HAVE THE RIGHT TO ENTER THE LICENSEE PROPERTY AT ANY TIME FOR ANY PURPOSE (INCLUDING REPAIR, MAINTENANCE AND INSPECTION) PROVIDED THAT AT LEAST 24 HOURS’ WRITTEN NOTICE IS PROVIDED (EXCEPT IN AN EMERGENCY)
7.6 THE LICENSOR SHALL HAVE THE RIGHT TO DISCONNECT ANY EQUIPMENT AND/OR WITHHOLD SERVICES IF IN THE LICENSOR REASONABLE OPINION, A LICENSEE’S HARDWARE OR SOFTWARE IS
DAMAGING, OR POTENTIALLY DAMAGING, TO THE LICENSOR’S OR IT’S NETWORK , OR THE SERVICES PROVIDED BY THE LICENSOR ARE BEING USED IN AN UNAUTHORISED, IMMORAL, INAPPROPRIATE OR ILLEGAL MANNER PROVIDED THAT THE LICENSEE ARE A REASONABLE OPPORTUNITY TO REMEDY THE BREACH AND REASONABLE NOTICE IS PROVIDED TO THE LICENSEE PRIOR TO THE DISCONNECTION TAKING PLACE.
8. NO WARRANTY BY THE LICENSOR
8.1. NO REPRESENTATION OR WARRANTY IS GIVEN OR IS TO BE IMPLIED BY THE LICENSOR ENTERING INTO THIS LICENCE OR BY ANY STEP TAKEN BY OR ON BEHALF OF THE LICENSOR IN CONNECTION WITH IT AS TO:-
8.1.1. THE SUITABILITY OF THE LICENCE PROPERTY OR THE LICENSOR'S PROPERTY FOR THE USE PERMITTED
8.2. THE LICENSEE ACKNOWLEDGES THAT IT IS NOT RELYING ON, AND WILL HAVE NO REMEDY IN RESPECT OF, ANY REPRESENTATION THAT MAY HAVE BEEN MADE BY OR ON BEHALF OF THE LICENSOR BEFORE THE DATE OF THIS LICENCE.
8.3. NOTHING IN THIS CLAUSE SHALL HOWEVER OPERATE TO LIMIT OR EXCLUDE ANY LIABILITY FOR FRAUD
9. GENERAL EXCLUSIONS
9.1 THE LICENSOR WILL MANAGE ALL IT INFRASTRUCTURE AND WILL NOT PERMIT USE ANY EXTERNAL IT
INFRASTRUCTURE INCLUDING SERVERS WITHOUT THEIR CONSENT
9.2 ANY RIGHTS OF THE LICENSEE SHALL BE LIMITED ONLY THIS LICENCE AND NO OTHER DOCUMENT, INSTRUMENTS OR DEED SHALL GIVE THE LICENSEE ANY FURTHER RIGHTS.
10. CHOICE OF LAW & THIRD PARTIES
10.1 THE LICENSOR AND LICENSEE HEREBY FULLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS AND WILL APPLY ENGLISH LAW.
10.2 THE CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999 SHALL NOT APPLY TO THIS LICENCE.
11. LEGAL ADVICE & INDEPENDENCE
THE PARTIES HEREBY WARRANT THAT THEY HAVE TAKEN OR HAVE HAD THE OPPORTUNITY TO TAKE LEGAL ADVICE ON THIS LICENCE AND FURTHER THAT NO PARTY CONNECTED OR THIRD PARTY HAS UNDULY INFLUENCED ANY PARTY TO THIS LICENCE.
12. DISPUTE RESOLUTION
EACH PARTY SUBMITS IN THE EVENT OF ANY DISPUTE TO ENTER INTO MEDIATION AND TO JOINTLY APPOINT A MEDIATOR OR IN THE ABSENCE OF AGREEMENT TO ALLOW THE REGULATING BODY TO MAKE THE APPOINTMENT. THE FINAL COSTS SHOULD BE DECIDED BY THE MEDIATOR IN THE EVENT OF FINAL RESOLUTION.
13. UNDERSTANDING
THE LICENSEE HEREBY WARRANTS THAT IT HAS READ, UNDERSTOOD AND ACCEPTED THIS LICENCE AND HAS FULL AUTHORITY AND CAPACITY IN ENGLISH LAW, WHETHER OR NOT LEGAL ADVICE WAS TAKEN AT THE POINT OF EXECUTION OR BEFORE AND FURTHER THAT IF DELIVERY OF DEEDS IS NOT TO BE EFFECTED IMMEDIATELY BOTH PARTIES AUTHORISE EACH OTHER AND ANY AUTHORISED AGENT OR SOLICITOR TO ENTER THE DATE AND EFFECT FORMAL DELIVERY OF THIS LICENCE.
14. PRICES
FLEX AND TEAM FLEX MEMBERSHIP PRICING IS SUBJECT TO REVIEW ON AN ANNUAL BASIS. WORKER X LTD RESERVE THE RIGHT TO AMEND MONTHLY MEMBERSHIP FEES AT ANY TIME WITH 30 DAYS NOTICE GIVEN TO MEMBERS. DAILY AND HOURLY PRICES ARE CONSTANTLY FLEXIBLE AND CAN CHANGE AT ANY TIME IN ORDER TO MANAGE OCCUPANCY IN OUR CLUB HOUSES.
