Terms of Business

PLEASE READ THESE TERMS OF BUSINESS CAREFULLY BEFORE JOINING GROW@GREENPARK AS THEY WILL APPLY TO YOUR MEMBERSHIP. WE RECOMMEND THAT YOU PRINT A COPY OF THIS FOR FUTURE REFERENCE.

OVERVIEW

We are GROW@ Limited. Our Terms of Business are explained here. This agreement supersedes any previous agreement you may have with us for the same services and contains all the terms we have agreed.

The Services offered are at all times subject to these Terms of Business. This agreement does not guarantee you a desk, unless you are a Fixed Desk Resident. All other membership levels (including Flexible Desks) will have access to the space but there may be times when desk space is not available. For the avoidance of doubt we only guarantee desks for our Fixed Desk Residents.

In no way does your membership with us constitute a lease agreement. We may at any time alter these terms and conditions and the pricing for our membership and services. By agreeing to these terms and conditions and by continuing to use our services, you agree to be bound by them.

THE SERVICES

Access to a GROW@GreenPark workplace is available between 8:00am and 6:00pm Monday to Friday and not on Public Holidays or weekends.

Use of private meeting rooms are subject to additional costs and availability. Use of extra services and events are subject to additional costs and availability. We reserve the right to employ CCTV as a means to monitoring the Workspace. We reserve the right to take video and photography for use in promoting the Workspace.

AVAILABILITY

Availability of GROW@GreenPark Workspaces are subject to sufficient space being free to accommodate those Members wishing to have access at any one time. GROW@GreenPark will provide memberships subject to availability. We have the right to determine appropriate capacity levels so as to ensure all Members receive an optimum experience of their use of the GROW@GreenPark Workspaces. Access is always subject to sufficient space being available and to ensuring compatibility with the GROW@GreenPark Workspace objectives.

YOUR AGREEMENT Your agreement/booking is personal to you and cannot be transferred or assigned to anyone else. We, or a party from whom we derive interest in the business centre (e.g. Green Park / Oxford Properties), may put an end to your agreement immediately and without refund and without notice if: i. You are in breach of one or more of these Terms of Business; ii. You fail to pay for the services provided by the due payment date; iii. You become insolvent, go into liquidation or become unable to pay your debts as they fall due; iv. Your conduct, or that of someone at the business centre with your permission is deemed inappropriate for our environment or unpleasant; v. We have received a complaint about your conduct, or that of someone at the business centre with your permission, vi. Your conduct, or that of someone at the business centre with your permission or at your invitation, is incompatible with ordinary office use or considered to be a form of gross misconduct; (including but not limited to stealing, misuse of premises for illegal or misleading business practices, vandalism, harassment) vii. We cease to have any right to occupy the business centre, or cease to have any interest in the business centre. If we put an end to the agreement for any of these reasons it does not put an end to any outstanding obligations you may have and you must pay for additional services you have used, and indemnify us against all reasonable and proper costs and losses we incur as a result of the termination. Upon your departure we reserve the right to charge additional reasonable fees for any repairs needed on your behalf above and beyond normal wear and tear. If you leave any of your own property in the business centre we may dispose of it in any way we choose without owing you any responsibility for it or any proceeds of sale. Data Protection: We undertake that we comply with the provisions of the Data Protection Act 1998 (‘DPA’) and all other applicable laws relating to the processing of Personal Data as defined by the DPA. We will not process, disclose or transfer any personal data which we hold in relation to you unless we consider it to be reasonable; or to ensure that it is used only to fulfil your obligations under this agreement; or for work assessment and fraud prevention; or to make available information about new or beneficial products as services.

PROVIDING THE SERVICES

We are to provide access to the GROW@GreenPark workspace which you have agreed to pay to use. You will have a non-exclusive right of access to and use of the workspace. You are not permitted to sublet any part of the workspace nor any desk. You may not timeshare your membership nor any desk. You may only have as many people working in your accommodation as there are memberships for which you have agreed to take up and which are currently up to date with regards to fees. If for any reason we cannot provide the services stated in your agreement by the date when your agreement is due to start, we have no liability to you for any loss or damages, but you may cancel the agreement without penalty. We will not charge you the fee until the services become available.

We are not liable for any loss as a result of our failure to provide a service due to a mechanical breakdown, internet outage, strike, delay, failure of staff, termination of our interest in the building containing the GROW@GreenPark Workspace, insured risk or otherwise. We do not guarantee to provide internet access in our Workspaces at all times. There may be times where the internet is slower than we would like it to be or not working at all.

Once you have paid for our services you will not be entitled to a refund as a result of any matter preventing the smooth-running of our services.

We shall have no liability to you in respect of any act, omission, neglect, delay of default by any of our staff, contractors or agents.

We will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss or damage to data, third party claims or any consequential loss. We strongly advise you to insure against all such potential loss, damage expense or liability. Connecting Thames Valley Tech Ltd takes no responsibility for the loss of personal property, equipment or materials, including but not limited to damages for lost profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty, negligence or any other loss. Any risks associated with working with Connecting Thames Valley Tech Ltd or participating in our services remains with you.

CONDUCT AND RESPONSIBILITY

Nature of your business: You must only use the accommodation for office purposes, and only for the business stated in your agreement or subsequently agreed with us in writing. Office use of a retail nature, involving frequent visits by members of the public, is not permitted. You are not permitted to carry on a business which competes with our business in any way (including, but not limited to providing desks, managed offices or serviced office accommodation). You agree not to solicit Connecting Thames Valley Tech Ltd clients either directly or indirectly. You agree not to use the name GROW@GreenPark or Connecting Thames Valley Tech Ltd in any way in connection with your business unless in a separate agreement. Comply with the law: You must comply with all relevant laws and regulations in the conduct of your business. You must not do anything that may interfere with the use of the business centre by us or by others, cause any nuisance or annoyance, increase the insurance premiums we have to pay or cause loss or damage (directly or indirectly) to us or to the owner of any interest in the building which contains the business centre. Insurance: It is your responsibility to arrange all appropriate insurances for your business and personal effects and for your liability to your employees and third parties. Our insurance does not cover your business, employees or personal effects. Taking care of our property: You agree to take good care of all parts of your GROW@GreenPark Workspace, its equipment, fixtures, fittings and furnishings which you use or with which you come into contact. You must not alter any part of it. You are liable for any and all damage (and resulting costs) caused by you or those in the business centre with your permission or at your invitation. If you are a Fixed Desk Resident you are responsible for keeping your desk area in a tidy and presentable state. You must not damage, alter, drill into or hang any items to the walls. Office furniture and equipment: You must not install any furniture or office equipment, safes, lockable storage, printers, additional storage, cabling, IT or telecoms connections switches or hubs. You must use GROW@GreenPark supplied desks/pedestal units/chairs. No additional furniture or storage areas are allowed. Internet usage: You hereby warrant to us that, in the course of our provision of Internet services to you, you will not nor will you cause us to, infringe the rights of any third party. You will not use the internet connection to host, spam, access inappropriate adult material, or conduct illegal activities. Connecting Thames Valley Tech Ltd requires members to comply at all times with the relevant provisions of the Digital Economy Act 2010 when using the GROW@GreenPark Workspace free internet connection. Electricity Fair Usage: Mobile charging is allowed. If you are deemed to be using an unreasonable amount of electricity we reserve the right to make an additional charge. Heaters, fans, air coolers or air conditioners are prohibited.

Unlawful use of GROW@GreenPark Workspaces: You agree not to use any GROW@GreenPark Workspace for a purpose that is unlawful, including doing anything that could damage, disable or impair any equipment or furniture. You agree not to attempt to gain access to any computer systems or GROW@GreenPark networks, or attempt to obtain any materials or information not intentionally made available to all GROW@GreenPark users. You also agree not to use GROW@GreenPark or Connecting Thames Valley Tech Ltd in connection with any unlawful or immoral activity (including but not limited to): i. Contests, pyramid schemes, chain letters, junk email or spamming. ii. Defaming, abusing, harassing, threatening or otherwise violating the legal rights (such as privacy and publicity) of others; iii. Restricting or inhibiting any other user from using and enjoying the services; iv. Posting, distributing or disseminating inappropriate, profane, defamatory, obscene, indecent or unlawful material or information; v. Uploading, reproducing, using, performing or otherwise making available, images, software or other material or information which infringes another’s rights, or is protected by intellectual property laws where you don’t own or validly license such rights; vi. Using any material or information, including images or photographs, which are made available through the services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; vii. Uploading or using files that contain viruses, corrupted files, or any other similar software or programs which may damage GROW@GreenPark or Connecting Thames Valley Tech Ltd, a Third Party or a member’s computers or property. viii. Using the services in any manner that could damage, disable, overburden, or impair any GROW@GreenPark server, or the network(s) connected to any GROW@GreenPark server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any services, or accounts, computer systems or networks connected to any GROW@GreenPark server or to any of the services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the services. You hereby indemnify us, on demand, for any and all costs, damages or losses associated with any third party claim arising from any act or omission by you. Any access cards or keys will be replaced if lost or stolen. There will be a charge for all replacements. You must not take any copies of them or allow anyone else to use them without our written consent. If a membership is terminated or if it expires, the Member must return the access card and or key to Connecting Thames Valley Tech Ltd (to avoid paying a replacement fee) which at all times retains ownership of all Membership cards. Animals and children: No animals or children are permitted in the GROW@GreenPark Workspaces. Kitchen: You are responsible for leaving the kitchen in a clean and tidy state and condition. All dirty dishes, crockery, utensils and all other items that must be cleaned are to be placed in the dishwasher. You must consume any hot food within the kitchen and not at your desk. Eating cold sandwiches and drinking hot beverages is permitted at your rented desk subject to reasonable use. Any spillages and resulting accidents will be your responsibility. Connecting Thames Valley Tech Ltd is not liable for any injuries sustained whilst working from our locations, unless the injury is a result of our negligence to provide you with a safe workplace. You hereby accept the responsibility associated with accessing and using the roof as you are aware that roof access is not formally allowed nor is the roof part of our official demise. Our Employees: While your agreement is in force and for a period of twelve months after it ends, you must not solicit or offer full-time or part-time employment to any of our staff. If you do, our loss will be deemed to be the equivalent of one year’s salary for each of the employees concerned and you must pay us damages equal to that amount on demand. Noise: You are not permitted to generate amplified noise via computer speakers, radio, TV or any other device. You may use headphones at a non-intrusive volume only with the unanimous consent of all other users on the same floor. Any dedicated focus areas will require quieter noise levels and you will abide by any such house rules. You release, and hereby agree to indemnify and defend Connecting Thames Valley Tech Ltd and all related subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, users, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any legal fees and costs incurred by Connecting Thames Valley Tech Ltd or its respective subsidiaries, officers or agents in connection with the defense of such a claim or lawsuit.

CONFIDENTIALITY

The terms of your agreement are confidential. You agree not to disclose them without consent unless required to do so by law or an official authority. This obligation continues after your agreement ends. You acknowledge that during your membership, you may be exposed to information (such as business information, trade secrets, technology, customers and prospects, and other secret stuff) disclosed by Connecting Thames Valley Tech Ltd or by other users that is confidential or proprietary in nature and simply just not known by others. You agree to keep all such information confidential, except where compelled by competent legal authority to disclose it. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Connecting Thames Valley Tech Ltd, any analysis, compilations, studies or other documents prepared by Connecting Thames Valley Tech Ltd or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential. All Confidential Information remains the sole and exclusive property of Connecting Thames Valley Tech Ltd or the respective disclosing party. You acknowledge and agree that nothing in this Agreement or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Connecting Thames Valley Tech Ltd, or any other participant or user of the Services.

PAYMENTS Flexible Desks and additional services and or products: All fees + VAT are payable immediately. Fixed Desks: All fees + VAT are payable within 15 days You hereby accept that we will not refund any amounts for a period when membership is unused or days unredeemed.

We reserve the right to charge late fees and/or withhold services if payments are not received on time. If we are unable to debit you the fees when due, we will charge you interest and compensation at the rate prescribed by the Late Payment of Commercial Debts (interest) Act 1998 on all sums payable under this Agreement which remain unpaid for 15 days from the due date, such interest being calculated from the due date for payment to the date of payment. Failure to pay or late payment of membership charges or other charges may result in us terminating your membership. We reserve the right to take appropriate steps to recover arrears. Accepted payment methods: we do not accept cash or cheque payments. We accept debit and credit card payment through our website and bank transfers. If you dispute any part of an invoice you must pay the amount not in dispute by the due date. We also reserve the right to withhold services whilst there are any outstanding fees and interest or you are in breach of your agreement.

FLEXIBLE DESKS Flexible Desk members are able to purchase days as and when they need them. Once the payment is made, no refund can be given. Unredeemed days may not be used as credit nor refunded. i. Flexible Monthly authorises the member the amount of days purchased (depending on the plan) access per month to the GROW@GreenPark Workspace. All days are paid for on the payment day in advance of the month. The Flexible Member must make use of our online reservations system before coming in to the workplace. Failure to do so may result in a lack of available space. Unused days become obsolete at the end of every paying month and the user will not be authorized to carry them through to the next month.

COMMITMENT PERIOD, NOTICE PERIOD & CANCELLATION POLICY All Fixed Desk Residents agree to a minimum Commitment Period of 3 months (‘the Commitment Period’). After the Commitment Period GROW@GreenPark membership will be renewed automatically and will continue to be renewed each month until the member requests to change or cancel his membership. Our notice period to you is four weeks. All Fixed Desk Residents agree to a Notice Period of three (3) weeks (‘the Notice Period’). Failure to submit the cancellation request more than three (3) weeks before the next payment day will result in the membership being effective until the end of the next paying month. All cancellations must be submitted by email to info@growgreenpark.co.uk Cancelling Reserved Days: We do not offer any credit or refunds for cancellations of Pay As You Go days or Flexible Monthly days. No unused days can be used as credit. Cancelling the meeting Room: We do not offer any credit or refunds for cancellations of Conference Room hours. No unused hours can be used as credit.

RECURRING SERVICES (PAYMENT) Recurring Services are listed on the GROW@GreenPark Website with their corresponding prices and are paid on a monthly recurring basis until cancelled on the GROW@GreenPark website. Recurring Services can be cancelled at any point with the change always coming into effect at the end of this paying month, until which time you will continue to have use of the service. A service may be added at any time during the month and the first month will be charged on that same day. That date will thereafter be your payment date for that service and any others selected on that date. Your payment dates for your services may differ and may also differ to your membership payment date.

AD HOC SERVICES Ad Hoc Services are listed on the GROW@GreenPark Website with their corresponding prices. Ad Hoc Services are available both to Pay As You Go Users and to Monthly Members and are paid on an ad-hoc basis on the GROW@GreenPark website.

PROPERTY Connecting Thames Valley Tech Ltd accepts no responsibility for any loss of or damage to Members’ property (or that of their visitors) while they are using the GROW@GreenPark areas or any of the services offered at the GROW@GreenPark location. Members will be entirely responsible for insuring their property and for ensuring that their property is safe and secure at all times whether stored in lockers, dedicated desks or otherwise.

 GOVERNING LAW & JURISDICTION

You irrevocably agree that this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance exclusively with the law and jurisdiction of England and Wales. In the unlikely event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected and shall remain in full force and effect to the fullest extent permitted by law.