Terms and conditions

General Terms and Conditions

Membership Agreement Terms and Conditions

(A) We are TILEYARD X LIMITED, trading as TyX, a limited liability company incorporated and existing under the laws of England and Wales (company number 12245189) whose registered office address is at Lynton House, 7-12 Tavistock Square, London, United Kingdom, WC1H 9LT (We).

(B) We operate a membership scheme whereby our Members receive certain benefits, including use of the Facilities, in exchange for a Membership Fee or on a Pay as you Go basis.

(C) The Company identified in rows 1 and 2 of the Particulars would like to become a Member of our membership scheme in accordance with these Membership Agreement Terms and Conditions (Terms).

It is agreed as follows:

1 Definitions 1.1 In these Terms: Access Card means the access card issued to Members which grants access to the Facilities. Additional Products and Services means the additional products and services detailed on our website from time to time which are offered by us to our Members either for an additional fee or in exchange for APS Credits, including but not limited to: (i) creative services (ranging from engineers for sessions, photographers, video crew and production teams for podcasts); and (ii) group and one to one training. Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. Agreement means, together, the Terms, the Particulars, the House Rules and any other rules, policies and/or procedures We make available to our Members from time to time with prior notice. APS Credits means credits which relate to specific Additional Products and Services which may be offered to Members from time to time and available to purchase via the Booking System. Booking System means our online booking system, available at https://www.tyxlondon.co.uk/login, which Members may use to book Creative Resources and Additional Products and Services, and which enables Members to purchase additional access to Communal Amenities, additional Credits and/or APS Credits. Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Commencement Date means the date on which this Agreement is digitally signed using our e-signature platform to indicate acceptance to this Agreement, as detailed in row 3 of the Particulars. Communal Amenities includes, but is not limited to, our: (i) WiFi and printers; (ii) health and wellness facilities; (iii) food and beverage facilities; (iv) communal spaces, including our Members’ lounge; (v) bike storage; (vi) lockers; (vii) showers; (viii) car and minibus services; and (ix) online content. Connections has the meaning given in Clause 4.4. Creative Resources means the offices and studios located at the Premises. Credits means the credits which are automatically issued on a monthly basis, based on a Member’s Membership Category, in each month in which the Membership Fee is paid, redeemable against the booking of Creative Resources, and any additional credits which a Member may purchase via the Booking System. Deposit means the sum payable by the Paying Member, as detailed in row 8 of the Particulars, to be held as security by TyX in respect of the obligations in this Agreement. Effective Date means the date on which this Agreement comes into effect, being either the 1st or 15th in any month, as detailed in row 3 of the Particulars. Facilities means the Communal Amenities and Creative Resources located at the Premises. Guest means any guest of a Member who must be over the age of 16 and who has been granted express permission by us to use the Facilities. House Rules means our house rules, set out in Section 3 of this Agreement. Member Benefits means benefits which are exclusively available to Members, including, but not limited to: (i) networking events; (ii) industry events; (iii) live music; (iv) seminars and roundtable discussions; and (v) partner discounts. Members means the: (i) Paying Members; and (ii) Team Members, as applicable. Membership Category means the category of membership selected by a Paying Member which determines the rights available under that membership, as detailed in row 4 of the Particulars. Members’ Dashboard means the dashboard on the Booking System which shows, amongst other things, each Member’s Membership Category and the number of Credits available. Membership Fee means the monthly membership fee payable to us by the Paying Member in exchange for the rights and benefits set out in these Terms, as detailed in row 6 of the Particulars. Minimum Notice Period means the minimum notice period required to be given by a Paying Member to cancel its membership, as detailed in row 10 of the Particulars. Minimum Term means the minimum membership term permitted under this Agreement, as detailed in row 8 of the Particulars. Monthly Credit Allowance means the total number of Credits per month per membership that the Member(s) under that membership will be issued, as such number is detailed in row 5 of the Particulars. Particulars means the Particulars of Membership, as set out in the table in Section 1 to this Agreement. Paying Member means: (i) those individuals who have entered into a membership with responsibility for payment of the Membership Fee and any other sums owing to us in respect of fees incurred under that membership. Payment Date means the date each month on which payment of the Membership Fee is due, as detailed in row 9 of the Particulars. Team Member means those individuals identified by a Paying Member with a Bespoke membership as persons who are permitted to benefit from access to and use of the Facilities pursuant to that membership but who are not responsible for paying the Membership Fee. Premises means Tileyard Road, Kings Cross, London N7 9AH. Term has the meaning given in Clause 3. Terms has the meaning given in recital (C). TyX has the meaning given in recital (A). TyX Parties has the meaning given in Clause 15. Users means the Members and the Guests. We has the meaning given in recital (A). 2 Introduction 2.1 This Agreement sets out the basis of membership and how Users may use the Facilities. 2.2 These Terms apply to all Members and the House Rules apply to all Users. 2.3 We may vary these Terms and/or the House Rules from time to time and will inform our Members if We do, either via email or by displaying notification of the change on the Members Portal. 3 Commencement and duration This Agreement shall have effect from the Commencement Date and shall continue until the end of the Minimum Term, and thereafter, shall continue unless and until terminated earlier in accordance with these Terms, for the duration of the membership (Term). 4 Member rights and obligations 4.1 Subject to the terms and conditions of this Agreement, during the Term, We will use commercially reasonable endeavours to provide our Members with: (a) an Access Card and access to our online Booking System, subject to contract and to our satisfactory completion of our ‘Know-Your-Customer’ processes; (b) the Monthly Credit Allowance; (c) access to Member Benefits; (d) access to and use of the Facilities in accordance with these Terms, the House Rules and any specific restrictions in the relevant Membership Category; (e) permission to invite Guests to access and use the Facilities, subject to capacity limits, these Terms and the House Rules; (f) access to and use of our shared internet access via a wireless network connection (WiFi); (g) non-exclusive access to the Premises and, subject to Clause 4.5 below, the Communal Amenities, and exclusive access to Creative Resources where this has been booked in advance using the Booking System; (h) regular cleaning and maintenance of the Facilities to a reasonable standard; (i) furnishings for the Communal Amenities and Creative Resources, taking into account the specific purpose of each Communal Amenity and Creative Resource; (j) heating and air-conditioning of the Facilities; and (k) electricity at the Facilities. 4.2 All Members must: (a) comply with this Agreement at all times; (b) ensure that they read all emails from us that may contain information concerning the Facilities; a change in Membership Fees; Additional Products and Services; the Credit fee schedule and/or APS Credit fee schedule; or any other elements which may affect their membership; or (c) not use the Facilities if their membership expires, is suspended or is terminated. 4.3 Individual memberships cannot be transferred to or shared with another person. 4.4 We are keen to make useful introductions for our Members and their businesses with our other Members and contacts (Connections), but please note that We do not check or investigate such Connections and We make no representations or promises about them. Each Member is responsible for any actions taken with any Connections and We will not mediate between any Members in dispute. 4.5 Access Cards will allow Members access to the Communal Amenities as follows; (a) Access will be permitted during bookings only; or (b) Co – work membership access will be permitted during bookings only. However, if unlimited access is required, this may be granted subject to payment of an additional fee, as detailed on the Booking System and subject always to capacity limits; or (c) Bespoke membership, access will be permitted on an unlimited basis. 4.6 If a Paying Member wishes to make a change to its Team Members, a change request detailing the names of the proposed new Team Members must be submitted to TyX no later than 1 month prior to the proposed change to enable us to complete our ‘Know-Your-Customer’ processes. Following such checks, TyX will either approve or reject request and reserves its rights to refuse any such request. 5 Use of the Premises 5.1 The Premises are currently open 24 hours a day, 7 days a week. We will inform our Members if this changes. We may change this from time to time for legal, regulatory or other reasons at our sole discretion. 5.2 Whilst in the Premises, each Member must: (a) ensure that any Guests invited onto the Premises comply with these Terms, the House Rules and all rules, policies and/or procedures that are specific to the particular Creative Resource or Amenity being used, and each Member agrees that, where their Guest breaches any such rules, policies and/or procedures, that Member will be personally responsible for paying any penalty or fine arising from that breach; (b) ensure that the Facilities are undamaged and left in a clean and tidy condition at the end of each session and ensure all personal possessions are removed. We shall decide in our sole discretion (acting reasonably) whether this obligation has been complied with. Where We consider that any loss or damage to the Facilities is attributable to a Member or their Guest, that Member shall be held personally liable for the loss or damage caused and the provisions of Clause 16 shall apply; (c) ensure that any spillages or damages are reported to a member of staff as soon as possible and in any event within a reasonable time; (d) ensure that any Creative Resources booked are always secure and locked if the Member leaves the Premises during the booked session slot; (e) ensure that they only use emergency exits in case of emergency. Any Member found activating these exits outside of an emergency will be liable for any damage or loss as a result of the Premises being left insecure; and (f) have their Access Card or other proof of membership with them at all times. If a Member loses an Access Card, a charge of £25.00 will be levied for each replacement issued. 5.3 Our reserved rights: (a) We reserve the right to access any Facilities being used by a Member, with or without notice, for safety, repair or emergency purposes or, with notice, for private events. (b) Where We, in our sole discretion, consider it necessary for safety, repair or emergency purposes, We may temporarily move a Member to an alternative Facility, and We will use reasonable endeavours to ensure that such alternative Facility is not substantially different from the original Facility. 6 Credits 6.1 In each month during the Term, We will issue the Monthly Credit Allowance if applicable to your package. Where a Member’s membership commences or is to terminate part-way through a month, We will issue the pro-rated Monthly Credit Allowance. 6.2 The Monthly Credit Allowance may not be rolled over from one month to the next. If a Member needs to exceed their allocated allowance, that Member has the option to purchase additional Credits on the Booking System. The current Credit fee schedule is listed on the Booking System. All Credit fees are subject to increase from time to time at our sole discretion. 6.3 Credits are redeemable against the booking of Creative Resources only and may not be used for any other purpose. 6.4 If at any time a Member books a Creative Resource but does not have sufficient Credits available to do so, that Member will be permitted, at our sole discretion, to make that booking but will be charged at the higher rate for any Credits over the available Credit amount and the Paying Member will be invoiced for any such charges in the next billing period. 6.5 APS Credits are available to purchase from time to time on the Booking System and are redeemable against Additional Products and Services. The current APS Credit fee schedule is listed on the Booking System. All APS Credit fees are subject to increase from time to time at our sole discretion. 6.6 Members may view the number of Credits and/or APS Credits available to them at any time on the Members’ Dashboard but TyX accepts no responsibility for the allocation of Credits by a Bespoke Member as between its Team Members. 7 Booking Creative Resources 7.1 Each Member may: (a) book Creative Resources in exchange for Credits via the Booking System at any times which are showing as available; and (b) order or book Additional Products and Services via the Booking System in exchange for APS Credits. 7.2 Regarding Creative Resources, the Credits charged at the point of booking cover the period of initial hire only, as such period is indicated on the Booking System. If a Member wishes to extend the period of hire, they may do so, subject to availability and to payment of further Credits. 7.3 Members must not exceed the capacity limit for each Creative Resource. 7.4 All Creative Resources will be booked on a ‘first come first served’ basis and are subject to availability. 7.5 We give no warranty: (a) that the Creative Resources will be available at any specific time(s); (b) that the Creative Resources will be fit for the purpose(s) for which a Member requires them. 7.6 Where a Member no longer requires: (a) a Creative Resource which has been booked, that Member must cancel that booking on the Booking System as soon as possible and, in any event, within 24 hours of its start time to allow other Members to book that Creative Resource; or (b) the Additional Products and Services which have been ordered or booked, that Member must cancel that booking on the Booking System as soon as possible and, in any event, no later than 24 hours before they are due to receive the Products and/or Services, and once cancelled, We will re-issue the Credits or APS Credits used to book or order. Failure to cancel a booking or to provide the necessary 24 hours’ notice will result in forfeiture of those Credits or APS Credits. 8 IT and WiFi 8.1 It may be necessary for us or a User to install software onto their computer, tablet, mobile device or other electronic equipment in order to access all the functionalities offered by us. In addition, any Member may request that We troubleshoot problems a User may have with respect to printing, accessing the network connection or other issues. If We provide such services, We will not be responsible for any damage to equipment. 8.2 We provide shared internet access to our Users via a wireless network connection (WiFi). We give no representations, warranties or guarantees in respect of uninterrupted internet availability, speed of internet or connection and shall not be responsible for any losses in connection with the same. 9 Fees 9.1 Paying Members are personally responsible for any Membership Fees and other sums owed to us, including any sums payable in the event that a Member poaches any member(s) of our staff, as such sums are detailed in the House Rules. 9.2 We reserve the right to increase our Membership Fees and resource credit costs on an regular basis and will give our Members no less than 1 month’s notice of such increase. 9.3 Membership Fees are non-refundable, save in exceptional circumstances and at our sole discretion. 9.4 All Membership Fees are to be paid to us monthly in advance via either: (a) Direct Debit; or (b) Stripe. 9.5 If paying via Direct Debit: (a) on or before the Commencement Date, the Paying Member must set up a Direct Debit and pay a fee that covers use of the Facilities from the Effective Date to the first Direct Debit payment; (b) by entering into a membership agreement, the Paying Member gives us the authority to take the Membership Fee and any other fees due to us in connection with that membership from their bank account; (c) if a Direct Debit payment to us is rejected, We will attempt to retake the payment within 7 Business Days. If the first retake is unsuccessful, We will attempt another retake within 7 Business Days. If the second retake is unsuccessful, the Paying Member must pay the outstanding payment to us manually and We reserve the right to suspend the membership until payment of all outstanding sums has been received in full in accordance with Clause 10.1(b). 9.6 If paying via Stripe: (a) The Paying Member must provide their card details through our membership portal and keep promptly updated throughout the Term if those card details change; and (b) by becoming a Member, the Paying Member gives us the authority to take a recurring monthly card payment for the Membership Fee and any other fees due to us in connection with that membership. 9.7 The Paying Member must pay the Deposit on or before the Effective Date Failure to do so may result in us refusing membership. 9.8 Without prejudice to Clause 10.2, Paying Members acknowledge and agree that, following termination of membership, we may withhold some or all of the Deposit to cover any fees owing to us upon termination of membership, including but not limited to: (a) any sums owing where the Credit allowance on the membership has been exceeded; and/or (b) any damage to the Facilities caused by or attributable to any User associated with their membership; and/or (c) any applicable Minimum Notice Period. 9.9 Within 60 days following termination or expiry of membership, we will refund to the Paying Member such element of the Deposit as is not required to be withheld by us pursuant to Clause 9.8 above (if any). 10 Termination and suspension 10.1 Without prejudice to any other rights We may have under these Terms, We may, at our sole discretion: (a) suspend or terminate membership with immediate effect if: (i) any User is in material breach of any of these Terms and/or the House Rules which breach is irremediable or (if such breach is remediable) that breach is not remedied within a period of 21 days after being notified in writing to do so; or (ii) any User breaches any of these Terms and/or the House Rules in such a manner as to reasonably justify the opinion that such conduct is inconsistent with having the intention or ability to comply with these Terms and/or the House Rules; (b) suspend membership with immediate effect if the Paying Member is more than 14 days late in paying the Membership Fees; or (c) terminate membership with immediate effect if the Paying Member is more than 60 days late in paying the Membership Fees. 10.2 On termination or expiry of this Agreement: (a) the Paying Member shall immediately pay to us all of our outstanding unpaid invoices and, in respect of any Additional Products and Services supplied but for which no payment has been received and in respect of which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt; (b) each Member shall promptly return all of our equipment in their possession (if applicable). Until they have been returned or repossessed, that Member shall be solely responsible for their safe keeping; and (c) the following Clauses shall continue in force: Clause 1 (Definitions and interpretation), Clause 9.1 (Fees), Clause 10.2 (Consequences of termination), Clause 12 (Data protection and data Processing), Clause 13 (Confidentiality), Clause 14 (Limitation of liability), Clause 15 (Waiver), Clause 19 (Severability) and Clause 23 (Law and jurisdiction). 10.3 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the 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 Cancellation 11.1 Paying Members may cancel their membership at any time following expiry of the Minimum Term by providing us with written notice of no less than the Minimum Notice Period, to [email protected]. 11.2 Paying Members with a Bespoke membership must notify us within 24 hours of the termination of this Agreement of the names of any and all of Team Members. This is to enable us to promptly remove those individuals’ access to the Premises and keep the space secure. 12 Data protection We will process all Members’ personal data in accordance with our Privacy Policy, available in our members portal. 13 Confidentiality 13.1 For the purposes of this Clause 13, Confidential Information means all information (whether written, oral or in electronic form) concerning the business, clients, finances, technology and/or affairs of a party (Disclosing Party) that the other party (Receiving Party) obtains or receives as a result of the discussions leading up to or the entering into or the performance of this Agreement, other than information that: (a) is or becomes generally available to the public otherwise than as a result of disclosure by the Receiving Party contrary to its obligations under this Agreement; (b) is already in the possession of the Receiving Party without restriction in relation to disclosure before the date of its receipt by the Receiving Party under this Agreement; or (c) is received by the Receiving Party from a third party (who, for the avoidance of doubt, is not a member of the Receiving Party's group of companies) who lawfully acquired or developed it and who is under no obligation restricting its disclosure. 13.2 Each party and each Member undertakes that it/they shall not at any time, and for a period of 5 years after termination of this Agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of any other party, except as permitted by Clause 13.3. 13.3 Each party and each Member may disclose another party's Confidential Information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party and each Member shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this Clause 13; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 13.4 No party nor any Member shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement. 14 Limitation of liability 14.1 Subject to Clause 14.5, unless caused by our negligence, We are not responsible for: (a) death or personal injury of any person which occurs on or in the Premises; (b) any inconvenience or loss of or damage to personal property which occurs on or in the Premises, including but not limited to where such inconvenience or damage arises through necessary maintenance, servicing, repair, replacement or other works carried out to the Premises; (c) any act or omission of our staff members, agents or contractors; or (d) any loss or damage, howsoever arising, in connection with any Member Benefits or otherwise, including, for the avoidance of doubt, any events, seminars and/or third-party discounts. Each Member acknowledges and agrees that any such Member Benefits are entirely independent of TyX. 14.2 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms. 14.3 Subject to Clause 14.5, We have no responsibility to any User for: (a) loss of profits; (b) loss of business; (c) depletion of goodwill and/or similar losses; (d) loss of anticipated savings; (e) loss of contract; (f) loss of data; (g) any special, indirect consequential or pure economic loss or damage of any kind; or (h) any causes or conditions which are beyond our reasonable control, including without limitation: (i) any delays or changes in construction of, or our ability to procure any space in, the Premises; and/or (ii) any delays or failure to perform which are caused by conditions under the control of our landlord(s) at the Premises. 14.4 Subject to Clause 14.5, our total aggregate liability to any Users or non-Members associated with, or in connection with, any one membership is limited to the total Membership Fees paid to us in connection with that membership in the 6 months before the event giving rise to liability arose. 14.5 Nothing in these Terms will or is intended to limit or exclude any party’s or any Member’s liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other matter which may not be excluded or restricted by law. 15 Waiver of claims To the extent permitted by law, each Member, on their own behalf and on behalf of their Guests, employees, agents and invitees, waive any and all claims and rights against us and our landlord(s) at the Premises and our and its Affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the TyX Parties) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet, except to the extent caused by the gross negligence, willful misconduct or fraud of the TyX Parties. 16 Indemnification The Paying Member will indemnify the TyX Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable legal fees, repair costs and/or cleaning costs, resulting from any breach or alleged breach of this Agreement by any User, non-Member or pet connected to the Paying Member’s membership, or any of the Paying Member’s or associated Users’ or Non-Members’ actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the TyX Parties. The Paying Member is responsible for the actions of, and all damage caused by, all persons and pets that any Member or non-Member (as applicable) invite to enter the Premises, including but not limited to any vendors hired by a Member that enter the Premises. No Member shall make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the TyX Parties unless such Member has first obtained our or the relevant TyX Party’s written consent. None of the TyX Parties shall be liable for any obligations arising out of a settlement made without its prior written consent. 17 Miscellaneous 17.1 This Agreement does not create a business tenancy between us and any Member for the Premises. We may require Members to sign a declaration that excludes certain aspects of the Landlord and Tenant Act 1954. 17.2 All rights in the TyX business name and logo are our property; no Member may use these in connection with their business or for any other reason without our prior approval. 17.3 Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between us and any Member. 17.4 Each Member represents and warrants that: (a) at all times they and their Guests (as applicable), have conducted and will conduct their operations ethically and in accordance with all applicable laws; and (b) they have the power and are duly authorised to enter into, perform and comply with their obligations under this Agreement. 18 Assignment 18.1 These Terms are personal to each Member and no Member may assign or dispose of any rights hereunder or sub-contract or otherwise delegate any of their obligations hereunder. 18.2 We shall be entitled to assign the benefit of these Terms without requiring consent. 19 Severability 19.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of these Terms. 19.2 If one party gives notice to the other of the possibility that any provision or part-provision of these Terms 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, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 20 Third party rights These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms. 21 Counterparts and Electronic Signature This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. In accordance with the Electronic Commerce Act 2000, the Electronic Identification and Trust Services for Electronic Transactions Regulation 2016 (2016 No.696)) and the Electronic Identification and Trust Services for Electronic Transactions (Amendment etc.) (EU Exit) Regulations 2019), the parties hereby agree that they may execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree will have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. Each signatory acknowledges that it has the ability to retain this Agreement either by printing or saving it. Each signatory agrees that he or she has been authorised and has the authority to enter into the Agreement with an electronic signature on behalf of the applicable party and intends to sign this Agreement by applying his or her electronic signature as indicated. 22 Entire agreement 22.1 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. 22.2 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. 23 Interpretation 23.1 In these Terms: (a) Clause and Section headings shall not affect the interpretation of this Agreement. References to Clauses and the Sections are to the Clauses and the Sections of this Agreement; (b) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (c) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; (d) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (e) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; (f) a reference to writing or written includes email; (g) any obligation on a party not to do something includes an obligation not to allow that thing to be done; (h) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and (i) in the event of any conflict between the Terms and the Particulars, the Particulars shall prevail. 24 Law and jurisdiction 24.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. 24.2 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 Agreement or its subject matter or formation.

Section 3: House Rules These House Rules apply to all Users of the Facilities and are in addition to any rules, policies and/or procedures specific to particular Creative Resources which are implemented by us from time to time and made available to Users with notice. 1. Definitions

Defined terms used in these House Rules but not defined herein shall have the meanings given to them in the Terms and Conditions of membership available in the members portal.

2. Access Cards

2.1 Access Cards will allow access to the Premises; it remains our property but is personal to the User.

2.2 Members may be asked to present their Access Card by a member of staff at any time.

2.3 No Member may make copies of his or her Access Card, allow his or her Access Card to be used by a non-Member or lend, share or transfer to any third party, unless authorised by us in advance. If this happens, such non-Member shall be denied access to, or removed from, the Premises and the Member whose Access Card was used may face suspension or termination of their own membership in accordance with the Terms.

2.4 Please notify us immediately if an Access Card is lost, stolen or destroyed and notify us promptly of any change to contact details and/or payment information.

3. Illegal drugs or substances and alcohol consumption

3.1 No User shall purchase, use, ingest, possess, sell or otherwise distribute illegal drugs or other substances, or attempt to do any of the same with any other User. No User shall ask any of our staff for illegal drugs or other substances while on the Premises, or in the immediate vicinity thereof. If any of these actions occur, the relevant User will be removed from the Premises and the relevant membership in question will be terminated.

3.2 No User shall purchase, sell, use or possess any object which is illegal or offensive while on the Premises or in the immediate vicinity thereof. If any such objects are found, the item will be confiscated, the relevant User will be removed from the Premises, the relevant membership in question will be terminated and, depending on the circumstances, we may have to call the police or relevant authorities.

3.3 Users must consume alcohol responsibly. Members are responsible for ensuring that none of its Guests who are younger than the legal age for consuming alcohol (currently 18) consume any alcohol.

4. Fees

4.1 Any fees for use of any Communal Amenities and/or Additional Products and Services (where not paid for using APS Credits) must be settled in full before leaving the Premises. Credit facilities are not available.

4.2 Members are responsible for their Guests' bills; if they are not paid, the Member may face suspension and/or termination of their own membership in accordance with the Terms.

5. Private hire and maintenance

We reserve the right to close part of the Premises to Users for private events or for necessary maintenance, repair or redecoration work. We will endeavour to provide reasonable notice of any such closure.

6. Accidents and injuries

If any User has an accident or suffers any injury at, or in the vicinity of, the Premises, please report this as soon as possible to a member of staff and, in any event, within 24 hours of the incident. This information is needed in order to allow us comply with our health and safety obligations and for insurance purposes.

7. Use of our Premises

7.1 Whilst in the Premises, Users may not:

(a) install any cabling or other equipment, or re-cable any of our cabling without our express prior permission; (b) reserve tables and chairs (e.g. by leaving papers, coats, bags etc. on them); (c) leave tables and chairs (and any items on the tables and chairs) unattended for more than 30 minutes; (d) use our communal spaces as a place for continuous work unless by prior written approval; or (e) leave items in places that might be inconvenient for others. We provide lockers and hangers. 7.2 Unless permitted by us (whether pursuant to these Terms or otherwise by us in writing), Users must not:

(a) direct mail to the Premises; or (b) use our staff to collect mail, messages or take calls, and We shall not be liable for any mail or packages received without a TyX employee’s signature indicating acceptance.

7.3 Users must not:

(a) either: (i) misrepresent themselves; or (ii) allow any other party to misrepresent himself or herself as that User, to the TyX community, either in person or on the Booking System; (b) allow any Guest(s) to enter the Premises without registering such Guest(s) on our portal and performing any additional steps as may be notified to Users from time to time; (c) bring children under the age of 16 into the Premises who are not accompanied by an adult; (d) bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials onto the Premises; (e) carry on any betting, gaming or auction sale, or do anything illegal or offensive, in the Premises; (f) if applicable, leave personal belongings in or on desks. Users must clear desks when he or she has finished working; (g) make loud phone calls. Please be considerate of those around when making phone calls in the Premises. Private offices should be used where available; (h) smoke in the Premises, or in any covered area within the perimeter of the Premises other than in designated smoking areas; (i) disrupt others. We may remove a User from the Premises if in our reasonable opinion that User is disturbing, offending or endangering other people and We reserve the right to cancel that User’s membership or the membership of the person responsible for that User; (j) take, copy or use any information or intellectual property belonging to us or other Users, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of the Agreement; or (k) poach our staff. We work hard to find excellent staff so We understand that it might be tempting to have our staff work for you. However, We nurture, train and support our staff to ensure our Users have the best service experience possible, therefore should a User recruit any member of our staff, We reserve the right to charge that User 50% of the annual salary of the relevant member of staff as a recruitment fee. 7.4 We would encourage Users to take out personal property insurance and commercial general liability insurance covering for property loss and/or damage and personal injury in form and amount appropriate to their business. It is each User’s responsibility to keep insured all items belonging to them that are kept or stored at the Premises and each User acknowledges and agrees that such items are not our responsibility to insure and are brought onto and left on the Premises entirely at the User’s own risk.

7.5 All Users are asked to respect our nearby residents by being quiet when entering or leaving the Premises, or while in the surrounding area.

8. Guests

8.1 Subject to our capacity limits, the Terms and these House Rules, Members are permitted to invite Guests onto the Premises to use the Facilities, provided that:

(a) the names and email addresses of any Guest(s) a Member wishes to invite onto the Premises must be stipulated at the point of booking. Failure to do so may result in those Guest(s) being refused entry; (b) Members must accompany their Guests at all times whilst on the Premises; (c) all Guests must be over the age of 16; and (d) Guests may be required to show identification on arrival. 8.2 We reserve the right to refuse entry to any Guest, or request any Guest to leave our Premises, at any time and for any reason.

9. Pets

9.1 Where we have specifically designated an area as one in which pets are permitted, We welcome well-behaved pets at our Premises. However, We may require Users to show proof of vaccination for such pet and evidence of compliance with applicable local regulations. If another person at the Premises has a relevant allergy or otherwise complains, We may require the pet to be taken off the Premises.

9.2 Users will be responsible for any injury or damage caused by their pet to other Users or other occupants of the Premises or to our property or any employees, Members or Guests or the owner(s) or other occupants of the Premises. We and our employees will not be responsible for any accidental injury to a User’s pet whilst on the Premises. We reserve the right to restrict any User’s right to bring a pet into the Premises at our sole discretion.

10. CCTV

Users should be aware that, for safety and security reasons, CCTV may be operated on our Premises.

11. Smoking policy

11.1 All Users must abide by our smoking policy, and to all applicable no-smoking governmental laws, rules and regulations. No smoking (including e-cigarettes and vapes) is permitted inside the Premises at any time.

11.2 We reserve the right to designate certain outside areas of the Premises as smoking areas and to change the location of such areas at any time. However, all Users are respectfully requested to respect the wishes of other Users with respect to smoking, and to refrain from smoking if requested to do so.

12. Disciplinary procedure

12.1 Conduct by any User which We consider to be prejudicial to the reputation of TyX may result in suspension or expulsion of such User. Where that User is a Guest of a Member, that Member may, at our sole discretion, face suspension and/or termination of their own membership in accordance with the Terms. Examples of such conduct may include inappropriate, violent or abusive behaviour or language.

12.2 An expelled User may not return to the Premises.

12.3 A refund of an expelled or terminated Member’s Membership Fee will be at our sole discretion

12.4 Any Users who wilfully remove, damage or destroy any property or equipment belonging to TyX, or to other Users on the Premises, will be liable to expulsion. suspension or termination of their membership. Where that User is a Guest of a Member, that Member may, at our sole discretion, face suspension and/or termination of their own membership in accordance with the Terms.

13. Use of equipment and facilities

13.1 Use of any of the Facilities available at the Premises is entirely at the risk of the User.

13.2 Users must not use any Creative Resources or equipment, or undertake any activity at the Premises, unless satisfied that he or she is competent to do so in a safe and proper manner.

13.3 When using any Facilities, Users must take care to safeguard their own health and safety and that of other people. Users will be solely responsible for any loss or injury caused to themselves, other persons, or to the equipment or facilities through a User’s unsafe or improper use of the equipment or facilities. This includes a User’s use of them while under the influence of alcohol or medication, or failure to advise staff of a medical condition relevant to that User’s use of the equipment or facilities.

14. Liability of TyX

All items brought onto the Premises are brought and left entirely at the risk of the User. The TyX Parties shall not be liable to any User for any loss, damage or injury suffered by them or their property howsoever caused, save in respect of death or personal injury to a User to the extent caused by our negligence. This is not intended to affect any mandatory rights a User may have at law that We cannot legally restrict or exclude.

15. Interpretation of the rules

These House Rules shall be governed and construed in accordance with the laws of England and Wales and each User agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

16. Amendments to the House Rules

We reserve the right to change the House Rules from time to time, notifying chages by email. Please be aware that the House Rules in the Agreement may not be completely up to date and that the latest version of the House rules are displayed on our members portal.

17. Contacting us

Should any User have any questions regarding the Agreement, membership and/or our House Rules, please contact us.