Terms and conditions

General Terms and Conditions

Terms and Conditions

These Terms and Conditions create a contract between you and The Mills Fabrica London ( this “Agreement”). Please read this Agreement carefully, when you subscribe our services, you are deemed to understand and have accepted this Agreement. For the purpose of this Agreement a calendar month is defined as one of the 12 named months of the year and will only commence on the 1st day and run to the last day of every named month of the year. E.g. 1st January – 31st January or 1st June – 30th June. (the "Calendar Month").

1. OCCUPATION OF LICENSED PREMISES

a) In consideration of your payment hereinafter contained as Licence Fee, NF The Mills UK Ltd as the Licensor agrees that you as the Licensee may use the Licensed Premises. The term "Licensed Premises" in this Agreement means any floating desk or a fixed desk as described in the Licence Particulars.

b) The Licence Particulars set out the premises that the Licensor originally allocates to the Licensee for the Licensee's use. The Licensee will have a non-exclusive right to the premises so allocated. Where the relevant accommodation is described as a fixed desk or a floating desk, it is for the use of one person and cannot be shared among more people. Occasionally, to ensure the efficient running of the Building, the Licensor may need to allocate different premises to the Licensee of reasonably equivalent type.

2. LICENCE PERIOD AND TERMINATION

a) This Agreement will remain in force and continue on a monthly basis until this Agreement is terminated pursuant to clause 2b) below or terminated pursuant to any other provision of this Agreement or until another licence agreement is entered into by the parties.

b) Either party may give the other not less than: (i) the balance of the relevant Calendar Month by way of notice to terminate this Agreement where it relates to floating desks; (ii) one full Calendar Month's notice to terminate this Agreement to expire on or after the end of the fixed term agreed as applicable to any fixed desk arrangement;

c) On the date on which this Agreement is determined pursuant to the terms of this Agreement (the "Termination Date"), the liabilities of the parties will come to an end save that the expiration or termination of this Agreement shall not affect the rights of the Licensor in connection with any breach of the Licensee's obligations under this Agreement which existed at or before the Termination Date and further provided that the Licensee shall be obliged to vacate the Building and the Licensed Premises in accordance with the terms of this Agreement.

3. OUTGOINGS

The Licence Fee is inclusive of service charge, business rates, water rates, heating, lighting, cleaning, the costs of furnishing, providing any reception and any security facilities (during business hours), building management, building insurances (but excluding the Licensee's own fittings and equipment) utility costs (excluding telephone) internet (subject to the provisions of clause 14) and the use of any kitchen facilities (excluding all vending facilities).

4. LICENCE FEE

a) The Licence Fee shall be payable by the Licensee without deduction or set off and will be collected either: i. monthly (where so specified in item 5 of the Licence Particulars) in advance on the first day of each Calendar Month via credit card or direct debit using a direct debit collection platform called Stripe. No cash or cheque payment of the Licence Fee is acceptable; or ii. on the Agreement Date (where the Licence fee is specified to be payable upfront in item 5 of the Licence Particulars) and thereafter at the option of the Licensor either monthly or upfront. Any payment made in advance will not be refundable to the Licensee should they vacate early.

b) At the request of the Licensor, the Licensee shall at its own cost sign up to Stripe as part of the sign up process. The Licensor reserves the right to change the method of payment at any time and shall give the Licensee reasonable notice of this.

c) In the event that the Licensee cancels a Stripe direct debit arrangement or the monthly Stripe direct debit payment fails due to insufficient funds or payment has not been received in clear funds by the due date for any reason whatsoever, the Licensee shall have 5 working days in which to ensure that the Licence Fee is paid in full and received in cleared funds, failing which, a late payment penalty of 10% of the monthly Licence Fee shall be payable immediately. If all sums owed have not been paid in full and received in clear funds by the last day of the Calendar Month in which they are due, the Licensor shall have the right in its absolute discretion to terminate this Agreement immediately and any Deposit shall be forfeited. However, if the Licensor chooses not to terminate this Agreement, the Licensor may prevent the Licensee from accessing the Building. In such circumstances this Agreement shall continue to run and all sums that fall due under the Agreement, including any deposit sums, interest or additional charges that the Licensee has incurred, must be paid up in full and to date when they fall due before the Licensee is granted access to the Building again.

d) The Licensor shall invoice the Licensee on or about the 1st day of each Calendar Month to cover: i. the Licence Fee due to the Licensor in advance in respect of the following Calendar Month; and ii. all outgoings relating to the Licensed Premises in the previous month including any services that may be charged by the Licensor.

e) All amounts due to the Licensor are exclusive of VAT, and the Licensee will pay VAT due on such amounts at the applicable rate.

f) The Licensor may increase the Licence Fee (subject to a maximum of 10% per year) to reflect increases in operating costs.

g) In the event that the Licensee change his/her mind after the Agreement Date for any reason whatsoever (save with the written agreement of the Licensor), any Licence Fee or part thereof that has been paid in advance shall be forfeited and not refunded to the Licensee. There is no cooling off period.

h) The Licence Fee is payable throughout the duration of this Agreement and any sums paid in advance shall not be refunded in the event that the Licensee does not use the Licensed Premises or in the event that this Agreement is otherwise terminated.

i) The Initial Licence Fee payable is comprised of a full Calendar Month's Licence Fee or an upfront payment, as outlined in the Licence Particulars. However, if the Commencement Date does not fall on the 1st day of a Calendar Month, the Licence Fee shall also include, in addition, a pro rata amount for the remainder of the Calendar Month in which the Commencement Date falls (the "Initial Licence Fee"). The Initial Licence Fee is due on the Agreement Date.

5. DEPOSIT

a) On the Agreement Date, the Licensee shall, where applicable, pay the Deposit to the Licensor and in the event the Licensee fails to pay the Licence Fee or any other sums payable under this Agreement on the due date or shall be in breach of its obligations contained in this Agreement, then the Licensor shall be entitled in its absolute discretion to utilise the Deposit towards the discharge of such monies owing or, as appropriate, to properly compensate the Licensor for any loss arising out of such breach.

b) In the event of the Licensor using the Deposit or part thereof in accordance with clause 5a) above, the Licensee shall within 3 working days pay to the Licensor the amount necessary to make up the balance of the Deposit required and if it fails to do so, the Licensor may determine this Agreement by immediate notice. In the event of such termination the Deposit shall not be refunded to the Licensee.

c) Where the Licensor has the right to revoke this Agreement in accordance with the terms of clause 18, however at its discretion it chooses not to do so, the Licensor may prevent the Licensee from accessing the Building. In such circumstances this Agreement shall continue to run and all sums that fall due under this Agreement, including any deposit sums, interest or additional charges that the Licensee has incurred, must be paid up in full and to date when they fall due before the Licensee is granted access to the Building again.

d) The Licensor will repay the Deposit to the Licensee without accrued interest within 30 working days of the Termination Date subject to any deductions properly made by the Licensor in accordance with the terms of this Agreement.

e) In the event that the Licensee decides not to use the Licensed Premises after the Agreement Date, for any reason whatsoever (save with the written agreement of the Licensor), any Deposit or part thereof that has been paid in advance shall be forfeited and not refunded to the Licensee.

f) The Licensee shall not be entitled to set off payment of the final instalment of the Licence Fee against the Deposit, unless with the written agreement of the Licensor.

6. NON PAYMENT AND ADDITIONAL CHARGES

a) Should any sums due under this Agreement not be paid when they fall due then the Licensor may at its discretion exclude the Licensee from the Building until such time as any sums owed, including any interest or charges that have arisen in accordance with this Agreement, have been paid in full.

b) Should any sums due under this Agreement not be paid by the due date then the Licensee will pay interest on all sums overdue from the due date to the date of receipt of payment at the rate of 4% over the base rate of Barclays Bank PLC from time to time, compounded monthly in addition to any other fees.

c) In addition to sub-clause b) above, the Licensee shall also pay to the Licensor on demand any costs, fees and expenses incurred by the Licensor to recover any unpaid sums due under this Licence or to enforce the Licensee's obligations under this Licence including any solicitors and other professionals' fees incurred by the Licensor in so doing together with VAT and interest thereon.

7. CHATTELS

On the Termination Date or sooner determination of this Agreement, the Licensor shall be entitled to a lien over any such goods and chattels left in the Licensed Premises or the Building and to dispose of such items and apply such proceeds towards the discharge of any debt or liability under this Agreement, having deduced the proper costs incurred by the Licensor in so disposing of the items.

8. NO TENANCY

a) This Agreement constitutes a licence and confers no tenancy on the Licensee and it is not the intention of either party that any tenancy or relationship of landlord and tenant shall be created between the Licensor or the Licensee.

b) The rights and obligations created by this Agreement are personal to the Licensee and cannot be assigned, charged, licensed, transferred or otherwise dealt with by the Licensee.

c) The Licensee is not entitled to permit anyone other than those employed by or having business with the Licensee to have access to the Building and the Licensee is entirely responsible for its own behaviour and conduct and for making its employees or guests aware of the terms of this Agreement.

d) The Licensor retains control, possession and management of the Licensed Premises and reserves the right to transfer, assign, charge, delegate or deal in any manner with any or all of its rights and obligations created under this Agreement or to reconfigure or relocate the Licensed Premises or to have access to the Licensed Premises at any time and for any purpose including but not limited to inspecting, cleaning and repairing the same.

9. PERMITTED USE

The Licensed Premises may not be used for any purpose other than as a desk or workspace for business purposes. No public retail activities are permissible in the Licensed Premises or any common areas of the Building.

10. LIABILITY

a) The Licensor shall not be liable to the Licensee or its/her/his permitted guests or employees for any personal injury, damage, loss or any inconvenience howsoever caused or to any of its goods or chattels brought by the Licensee or any third party authorised by it onto the Building. The Licensee agrees that insofar as it or any third party authorised by it has access to the Building it does so at the risk of the Licensee and the Licensee hereby agrees to indemnify the Licensor against all claims by any lawful visitor to the Building who shall have entered onto the Building for the purpose of lawfully visiting the Licensee or who shall enter the Building with the permission of the Licensee. Nothing in this clause shall limit or exclude the Licensor's liability for death or damage caused by negligence on the part of the Licensor or its employees or agents for any matter which it would be unlawful for the Licensor to exclude or restrict liability.

b) The Licensor will have no liability for losses attributable to theft or damage to the Licensed Premises in the event of a break in as long as such theft was not through the negligence of the Licensor.

c) The Licensee will not be entitled to any compensation as a result of any failure of the data security or computer systems or any third party supplier (including utility, telecommunications and media suppliers) to the Licensor.

d) The Licensor does not accept any responsibility for any item of furniture, personal effects or other belongings of the Licensee left in the Building.

11. LAWFUL USE

The Licensor gives no warranty as to the Licensed Premises being physically fit for use or that such use is permitted and the Licensee accepts that it does not rely on or have any remedies in respect of any warranty or representation whether expressly or impliedly, innocently or negligently given in respect of the permitted use of the Licensed Premises.

12. LICENSEE'S OBLIGATIONS

The Licensee agrees with the Licensor as follows: a) To pay on demand all other outgoings payable in respect of the Licensed Premises other than those included in the Licence Fee, including charges made by the Licensor for the supply to or use by the Licensee of chargeable services and items from time to time.

b) Not to damage the Licensed Premises or the Building (including items of fixtures, furniture and equipment) and to reimburse the Licensor for the costs of repair or replacement in respect or any damage caused.

c) Not to remove the Licensor's items of fixtures, furniture and equipment and items not belonging to the Licensee from the Building.

d) Not to use or permit the Licensed Premises or the Building to be used or occupied in any way or for any purpose which would cause any nuisance, annoyance or damage to the Licensor or the occupants of any neighbouring or adjacent premises, desks and office suites.

e) The Licensor may deny access to the Building to an individual or individuals invited by the Licensee who has caused or in the reasonable opinion of the Licensor is likely to cause an unreasonable nuisance, damage, disturbance, annoyance, inconvenience or interference to others in the Building.

f) Not to make any alterations or additions whatsoever to the Licensed Premises or to any fixtures or fittings in the same or to the Building nor install any in any part of the Licensed Premises any furniture, equipment or telecommunications connections.

g) To keep the Licensed Premises and the surroundings clean and tidy and in a state that does not cause an obstruction for cleaning or the permitted use by others in the Building.

h) To keep the Licensor indemnified against all damage, loss, claims and injury of every description which may arise and which may affect the Licensor or its property from the non-observance of any of the stipulations of this Agreement howsoever expressed or implied or from using the services provided by the Licensor.

i) To effect insurance in respect of public liability, contents and any other risks (in each case with such levels of cover as the Licensor reasonably approves) which may arise or be appropriate under the terms of this Agreement and to produce such policies to the Licensor on demand.

j) On the Termination Date, to remove all the Licensee's property or personal belongings and to leave the Licensed Premises clean and tidy and clear of rubbish and if and to the extent that Licensee fails to do so, the Licensor shall in its absolute discretion be entitled to deduct the cost of making good any loss or damage arising as a result from the Deposit and where the said cost exceeds the Deposit, the Licensee shall be liable for the shortfall. The Licensor may charge a fee or deduct from the Deposit an amount to cover any cost of the removal or storage of items which are not removed in accordance with the foregoing.

k) To comply with all laws and statutory obligations in respect of the Building and also with any requirements and reasonable recommendations of the relevant suppliers relating to the supply of electricity, water, gas, sewerage, telecommunications data and other services and utilities and to indemnify the Licensor against any claims arising from any breach of this clause.

l) To observe, and to procure observance by all permissible third party of the Licensee of, the House Rules which are incorporated into these terms and conditions in respect of the Licensed Premises and the Building.

m) Not to invite the public generally to come to the Building nor to use it for purpose, which attracts casual callers.

n) Not to act in a way which will or may result in the insurance of the Building being void or voidable or in the premium for it being increased nor to allow anyone else so to do.

o) Not to apply for planning permission in respect of the Licensed Premises or the Building.

p) Not to do anything on or in relation to the Licensed Premises or the Building which would or might cause the Licensor to be in breach of the tenant's covenants and conditions contained in any lease under which the Licensor holds its interest in the Building.

q) Any keys or entry cards that the Licensor lets the Licensee use remain the property of the Licensor at all times and at the Termination Date, the licensee must return to the Licensor all keys and other means of access to the Building.

r) Whenever any key or entry cards or other means of access to the Building is lost or stolen, to report such loss forthwith to the Licensor and pay on demand: i. the cost of replacing such key or entry cards or other means of access; and ii. the cost of replacing any lock changed by the Licensor. and to indemnify the Licensor and its respective officers, employees and agents, from all claims, liability and all damages and costs incurred which arise out of such loss or theft and the Licensee shall maintain adequate Insurance against all such risks.

s) Not to take copies of or allow anyone else to use any key or entry cards or other means of access to the Building.

t) During the term of this Agreement and for twelve months following the Termination Date, the Licensee will not offer employment to or engage directly or indirectly any individuals employed or engaged by the Licensor or any company associated with the Licensor. Without prejudice to any rights or remedies that the Licensor may have for any breach of the foregoing, if the Licensee shall employ or engage, directly or indirectly, any person employed or engaged by the Licensor or its associates during such period, the Licensee shall pay to the Licensor, within seven days of the said individual commencing his or her employment or engagement with the Licensee, an agreed payment of damages equivalent to 50% of the relevant individual's then current gross salary, including guaranteed bonuses and the value of benefits in kind. This payment is an agreed pre-estimate of the likely cost to the Licensor of such breach (including without limitation temporary worker requirements and recruitment and training costs). u) The Licensee agrees to notify the Licensor whenever its personal data changes or is otherwise out-of-date during the term of this Agreement, to enable the Licensor to update its records.

13. SHARED FACILITIES

a) Subject to payment of the Licence Fee in accordance with this Agreement, the Licensee is granted access to any communal areas that might be provided within the Building and agrees to be bound to the following terms, whilst using any lounge, meeting room, storage space, kitchen, patio, internet connection, printer/photocopier, phone booth, vending machine and any other shared facility that might be provided by the Licensor (the "Facilities") subject to compliance with the House Rules.

b) The Facilities must be used with due care and attention.

c) Any action by the Licensee that is deemed by the Licensor to be unacceptable may result in the withdrawing of the Licensee's access to all or any of the Facilities.

14. INTERNET

a) The following provisions apply where the Licensor offers connection to the internet (either wired or wireless) to the Licensee. i. Access to the internet will be subject to payment by the Licensee of the Licence Fee and other payments due under this Agreement. ii. The Licensee shall not exceed any data caps which it has agreed with the Licensor. iii. The Licensee acknowledges that the connection is provided on an 'as is' basis and the Licensee uses the internet connection provided at its own risk. The Licensor is not responsible for provision of security, firewall or anti-virus software and the Licensee must ensure that it makes its own arrangements in this regard. No warranty is given by the Licensor as to internet connectivity or connection speeds. iv. The Licensor may disconnect the Licensee's equipment and withhold services if it reasonably considers that the Licensee's hardware or software is, or has become, inappropriate for connection to the Licensor's network. v. The Licensee must act with due consideration for other people who use or have access to the Licensor's network. vi. The Licensee will ensure that it does not utilise the services in any way to transmit, receive or store any material of a pornographic, obscene or illegal nature and the Licensor may remove, suspend or terminate any of the services with immediate effect if the Licensee is in breach of this clause.

15. TRADE MARKS AND TESTIMONIALS

a) The Licensee hereby grants to the Licensor its permitted successors or assigns a non-exclusive royalty-free licence to use the Licensee's name and logo(s) (the "Marks") in the Licensor's advertising and promotional materials (including but not limited to the website www.themillsfabrica.com (the "Materials") anywhere in the world for the purpose of promoting the Licensee as an 'existing' (or as the case may be 'past'), customer/member of the Licensor. If at any time the Licensee does not wish the Licensor to use the Marks on any future Materials it may email the Licensor at london@themillsfabrica.com or submit a request in writing to The Mills Fabrica London, Cottam House, 36-40 York Way, N1 9AB, London, United Kingdom.

b) The Licensor would prefer to use a good quality image of the Marks and the Licensor may ask the Licensee to provide a jpeg file or similar of the Marks to the Licensor for the Licensor's use as permitted in this clause.

c) The Licensee warrants that it has the power and authority to grant a licence of the Marks to the Licensor and so far as the Licensee is aware, the Marks do not infringe the intellectual property rights of any third party.

d) The Licensor may ask the Licensee to submit a testimonial of the Licensee's experience of the services provided by the Licensor to the Licensee (the "Testimonial"). If the Licensee submits a Testimonial, the Licensee grants to the Licensor a non-exclusive, royalty-free, perpetual, worldwide right to modify as the Licensor sees fit and publish the Testimonial. The Testimonial may be used at the Licensor's discretion and for the avoidance of doubt; the Licensor is under no obligation to use the Testimonial in the Licensor's Materials.

16. LICENSOR'S OBLIGATIONS

a) The Licensor hereby agrees to use reasonable endeavours to provide and discharge or as appropriate procure provision and discharge of the following services and outgoings: i. Lighting and electrical power to the Licensed Premises and any other parts of the Building the use of which is common to the Licensee and others in the Building; ii. Provision of reasonable heating in the areas designated by the Licensor as offices within the Building during the months of October to March, or at the reasonable request and cost of the Licensee at any other times; iii. Keeping any communal entrance hall, communal kitchen and passages of the Building clean and lit and in good repair and keeping the toilet accommodation in a clean and sanitary condition; and iv. Maintaining and keeping in good repair the Building.

b) The Licensor shall have no liability in respect of any delay in performing or any failure to perform any of its obligations under the terms of this Agreement or in respect of any interruption or cessation of the Licensee's right to use the Licensed Premises or common parts of the Building if the delay, failure interruption or cessation is due to any cause beyond the Licensor's reasonable control (a "Force Majeure Event"). A Force Majeure Event includes but is not limited to mechanical breakdown, strike, lockout, fuel shortage, prevention of the spread of any contagious disease known as “COVID-19” coronavirus disease and the virus known as SARS-CoV-2 severe acute respiratory syndrome coronavirus 2 disease, termination of the Licensor's interest in the Building or otherwise.

c) The Licensor may by notice suspend the provision of any of the services due to any Force Majeure Event.

d) The Licensor may by notice suspend access to the Licensed Premises and/or the Building due to any Force Majeure Event or as a result of a government order, mandate or request in relation to a Force Majeure Event you are not permitted to access to the Licensed Premises and or the Building, in which case payment of the Licence Fee, or a proportion according to the services suspended, will also be suspended for the same period until access or services is available.

17. DATA PROTECTION

The Licensee acknowledges and accepts that the personal information provided by the Licensee will be used in accordance with the Licensor's Privacy Policy https://www.themillsfabrica.com/privacy-policy.

18. REVOCATION

This Agreement shall be revoked by immediate notice at the option of the Licensor and all the rights and liberties of the Licensee hereunder shall cease if: i. at any time the Licensee shall fail to observe and perform any of the agreements and stipulations contained in this Agreement which cannot be rectified or which the Licensor has given the Licensee notice to rectify but which the Licensee has failed to rectify within a period of seven days of that notice; ii. the Licensee persistently breaches any term or terms of this Agreement; or iii. in the Licensor's reasonable opinion, the Licensee's conduct or that of someone on the Licensed Premises or the Building with the Licensee's permission or invitation is inconsistent with ordinary office use or the use or enjoyment of the Licensed Premises or the Building by others; and in any such event the Licensor may (but without prejudice to any right of the Licensor in respect of any antecedent breach by the Licensee of any of the provisions hereunder) terminate this Agreement forthwith.

19. INSOLVENCY

The Licensor may in addition to and not in lieu of other remedies available, terminate this Agreement immediately by providing the Licensee with written notice if the Licensee becomes insolvent, unable to pay its debts as and when they fall due, enters into liquidation whether compulsory or voluntary (save for the purpose of a voluntary and solvent reconstruction or amalgamation) or has an administration order made against it or a receiver or administrator appointed over it or any of its assets or being an individual shall have a bankruptcy order made against him or shall make a proposal for or enter into a voluntary arrangement.

20. THIRD PARTIES

A person who is not party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.

21. NOTICES

a) Any notice required or permitted to be given hereunder shall be given in writing delivered personally or sent by first class post prepaid recorded delivery (air mail if overseas) addressed to the party due to receive such notice at, in the case of a company, its registered office from time to time or, in the case of an individual, his address as set out in the Licence Particulars (or such address as he may have notified in writing to the other parties in accordance with this clause).

b) Any notice delivered personally shall be deemed to be received when delivered to the address and any notice sent by prepaid recorded delivery post shall be deemed (in the absence of evidence of earlier receipt) to be received 48 hours after posting (6 days if sent by air mail) and in proving the time of dispatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted. Any notice sent by facsimile transmission shall be deemed to have been received at the time of transmission.

c) Notwithstanding the above, notice by the Licensee to terminate this Agreement in accordance with clause 2b) must be received by email to london@themillsfabrica.com.

22. ELECTRONIC COPIES

Any electronic copies of this signed Agreement shall be deemed as executed and valid.

23. GOVERNING LAW

Any dispute or claim arising out of or in connection with the subject matter or formation (including non- contractual disputes or claims) shall be governed by and construed in accordance with the Laws of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matters or formation.

24. MISCELLANEOUS

a) If any provision of this Agreement is rendered void the provision may at the option of the Licensor be severed from the remaining provisions of this Agreement or varied so that it is no longer void so that this Agreement remains valid.

b) This Agreement, the House Rules and the documents referred to in it, constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement.

c) Value Added Tax ("VAT") shall be paid to the Licensor on all monies payable pursuant to this Agreement.

d) The Licensee shall not disclose the terms of this Agreement to any party without the prior consent of the Licensor unless required to do so by law or by an official authority. This requirement continues after the Termination Date.

d) These terms and conditions and House Rules may be revised or updated by the Licensor from time to time.

e) Where two or more persons constitute the Licensee all rights and obligations shall be joint and several.