This Agreement set out the terms and conditions on which Vaaw Limited t/a Culture Co Working of Marina Commercial Park, Centre Park Road, Cork (hereinafter referred to as “Licensor” or “we” or “us” or “our”) agrees to grant a licence to the person named as the Licensee above (hereinafter referred to as “Licensee” or “you” or “your”) to use the Co-Working Space.
Whereby it is agreed as follows:
1. In this agreement:-
“Associated Persons” means your guests, visitors, representatives, officers, agents, directors, employees, shareholders, partners, contractors, customers, or invitees.
“Authorised Person” means each individual that you identify to us as those who wish to use the Co-Working Space.
“Common Areas” means those parts of the Property used in common with others and include the entrance way passageways corridors toilets and shared kitchens
“Cost Management Systems” means the method by which we calculate the cost of the Services;
“Co-Working Space” means the furnished office space at the Licensor’s premises at Marina Industrial Park, Centre Park Road, Cork;
“Fee” means the fee specified in the first page of this Agreement.
“House Rules” means the rules governing the operation of the Co-Working Space and the Property that we issue from time to time and are available on request
“Initial Term” means the period specified in the first page of this Agreement.
“Services” means the various services which we may provide to you as supplemental to the provision of the Co-Working Space and may include items such as initial office configuration and set up, changes to personnel on our database, telephone line rental charges, telephone calls, wifi, wifi building roaming, enhanced bandwidth slice, cabled broadband, meeting rooms internal suite cleaning car parking photocopying printing scanning hours used in excess of permitted access times by shared space members [and unless otherwise agreed in writing are each charged at the prices advertised from time to time in addition to the Fee].
“vat” means value added tax or any other tax of a similar nature.
1. The Licence
Subject to the terms contained herein and in consideration of the Licensee Fee we give you the non-exclusive right, for the term of this agreement in common with us and all others authorised by us the right to use the Co-Working Space for the number of Authorised Persons.
Where you have agreed to a Dedicated Desk plan, we will allocate specific desks within the Co-working Space to you.
It is expressly understood and agreed that the Co-Working Space remains in our possession and control and that this agreement does not create a tenancy interest, leasehold estate or other real property interest.
2. Your Obligations
Your use of the Co-working Space is subject to you, your Authorised Persons and your Associated Persons:
- having due regard and consideration for the other occupiers of the Co-working Space
- not occupying any desks that have been specifically allocated to other users of the Co-working Space;
- complying with the House Rules;
- only using the Co-working Space for ordinary office use under the name style and business activity type represented to us by you. All non-office uses such as retail or medical or mechanical uses are not permitted;
- not to carrying out any activity that is in our opinion in competition with us or to use the space or our network for any criminal, illegal or immoral purpose or for purposes (including spamming or the issue of any virus, malware or other harmful software) that may cause loss or damage to us, to any other occupant of the Co-working Space or any third party;
- not carrying out any activity which could give rise to harm to our IT data or telecoms network or the network or devices of others who use our network or to carry out tasks on the network which may overload strain interfere with or have an adverse effect;
- not creating your own wireless internet connection or spliting wires to create additional connections without our prior written permission;
- not use our network for any illegal, unlawful or immoral purpose orforspamming or for a purpose that may cause harm or nuisance or for purposes that may give rise to civil liability. You will not attempt to monitor gain access to or hack into restricted areas of the network or the computers or devices of any other occupant of the Property. You will not distribute any virus or harmful software;
- not without our written permission making any alterations or additions to the Co-Working Space or bringing or installing items or equipment which in our opinion are incompatible with typical co-working space (heaters, music players, kettles, refrigerators, coffee making devices, toasters, frills, microwaves, candles and merchandise);
- not affixing anything to the doors or walls nor can you to display anything in any window or to exhibit any signboard, advertising matter or notices within the interior or the exterior of the Co-working Space;
- not conducting business or obstruct or loiter or phone crawl in or around the Common Areas or leaving there any bicycle, rubbish, refuse or other obstruction of any nature;
- complying with all applicable laws and regulations in the conduct of your business;
- not using the Co-working Space as your registered office without our prior written permission.
3. Our Rights
You undertake not to impede us in any way in its exercise of our rights of possession and control of the Co-Working Space or our right to assign this licence. The Co-Working Space shall at all times be in our legal possession and this Licence is granted on full acknowledgement of same by you. You further agree to co-operate fully with us in enabling us to carry out inspections, cleaning and repairs, viewings and tours of the Co-Working Space as necessary.
4. Fee and Outgoings
You agree to pay monthly in advance the Fee [and the cost of any Services] or other charges to include bank and transactional charges together with any vat as an addition without any deductions whatsoever on the dates on directed by us by debit or credit card or direct debit or alternative method which we may designate. Interest at a rate of 8% per annum will apply to any overdue Fee.
Invoices for the Fee [and the cost of any Services] will be issued to you monthly.
If a debit or credit card is used as a payment method then you request and authorise us to take payments due from the card provided as and when they fall due.
5. Deposit
A deposit will be held as security for the performance and observance of this agreement by you and is repayable without interest less any amount due in respect of non-performance or non-observance of these terms within a reasonable period of time. You may not use the deposit in part or in full as a substitute for payments due. A deposit which remains unclaimed for a period of 12 months may in our discretion be forfeited.
6. Post
We may provide you with a mail box or mail tray or similar in or at the Property to facilitate post delivered by the postal service. We assume no responsibility whatsoever in respect of receipt or delivery or non-receipt or non-d6liv6ry as the case may be of any items addressed to you by third parties couriers or via the postal services. Post boxes are 38.5cm wide 26.5cm deep and 12 5cm high and can fit all regular envelopes and small packages up to C4 envelope size. On the termination of this agreement you must redirect any post or other items that may continue to be delivered via the post office redirection services or other suitable methods and advise all relevant entities of your change of business address. On termination we do not retain or store any post for you. No dangerous illegal or morally questionable material may be delivered or brought onto the Property. You agree that we have no liability in connection with any post or packages received on your behalf.
7. Utilities and Connectivity
We shall not be liable for any losses you suffer as a result of:
- any temporary failure downturn power surge or interruption of any kind of the utilities we provide to include without prejudice to the foregoing any interruption to the internet connection or interruption or surge of the electrical supply;
- hacking attacks, malware, viruses or similar attacks via the network connection we provide to you.
We recommend that you implement and keep up to date your own network security to include anti-virus anti-spyware and encryption software on all devices that you connect to our network
8. Access
People who are not Authorised Persons may not use the Co-Working Space. Authorised Persons may invite members of your Associated Persons to meetings at the Co-Working Space provided that such meetings are not in our sole opinion excessive in duration and frequency. Where we deem such meetings to be excessive you will be advised to adjust the number of Authorised Persons you have on your plan as appropriate.
You must ensure that your Associated Persons are accompanied by you at all times whilst in the Co-Working Space and that they comply with the provisions of this agreement.
Access times are set out in the Main Terms to this agreement. Your Associated Persons are not permitted in the Property outside of regular office hours.
9. Access Keys
You may be provided with means of access to the Co-Working Space to include an electronic card or fob or key(s) and / or Pin code. You must not provide these items either temporarily or otherwise to any other person nor will you copy these items. These items remain our property and you must return them to us at the end of the agreement. Loss of these items must be reported to us immediately and a replacement fee may apply.
10. Insurance
We do not insure and we are not liable for your own contents or equipment to include theft damage or misappropriation thereof. You are responsible for all your liabilities to your Associated Persons. We advise that you put in place your own insurance cover.
11. Works
You consent to us carrying out works (decorative, structural or otherwise) to the Co-Working Space notwithstanding this may cause a temporary inconvenience or nuisance.
12. Charges for The Services:
Unless otherwise specified in writing all Services which you avail of shall subsist for the full term (or if sought after this agreement commences then for the remainder of the term) of this agreement and shall not be reduced or eliminated on the basis of reduction in occupancy or personnel. Where Services are charged on a per person basis then any temporary or part time persons shall be deemed to be chargeable at the full rate. Our Cost Management Systems shall be binding on respect of the calculation of all charges in particular any proration calculations. If we provide you with use of a telephone phone number it shall remain our property and shall not be used by you once this agreement terminates.
13. Costs Payable by You
Any costs incurred in repairing damage to the Co-Working Space (other than normal wear and tear) caused by you will be payable by you.
14. Termination
On the expiration of this agreement or immediately in the event of a breach by you of any term of this agreement you will:
- leave the Co-Working Space with all furniture equipment and fittings in a good and substantial state of repair and condition; and
- return all keys and access Fobs.
Any belongings left in the Co-Working Space after termination of this Agreement may be disposed of by us at your expense and with without responsibility to you.
15. Termination Immediately
We may terminate this agreement immediately if (a) you breach any of the terms of this agreement (including failure to pay the Fee [or the cost of any Services] when due (b) you become insolvent or bankrupt or unable to pay your debts as they become due or being a company if you enter into liquidation whether compulsory or voluntary or have an administration order made in respect of your business or a receiver is appointed over your business (c) you enter into any arrangement or composition for the benefit of the your creditors or shall suffer any distress or execution to be levied on the your goods (d) your conduct is in our opinion inconsistent with typical office use. Termination of this agreement by shall be without prejudice to any rights or remedies which may then have accrued to us against you in respect of any antecedent breach of any of the conditions contained in this agreement and the obligation by you to continue to pay the Fee and charges for the Services for the remainder of the term that would have prevailed if it had not been terminated.
16. Automatic Renewal
This agreement lasts for the Initial Term and will then be extended automatically for successive term(s) equal to the period of the Initial Term unless terminated in accordance with clause 20. The fees on any renewal will be at the then applicable rate for the number of Authorised Users on the relevant plan.
17. Notice To Terminate
Either you or we can terminate this agreement at the end of the Initial Term or at the end of any extension or renewal term by giving at least one months’ prior notice to the other. For the avoidance of doubt this agreement will not end at the expiration of the Initial Term unless the said three months' notice is provided.
18. Indemnity
You agree to indemnify us against all losses claims demands actions proceedings damages, costs or expenses or other liability arising in any way from a breach by you your staff and your Associated Persons of this agreement. This indemnity by you to us extends to events which may arise where someone is injured while in that part of the Property you are using or that person is in the Property at your request howsoever arising.
19. Loss
To the full extent permitted by law we are not liable to you in respect of loss or damage that you suffer in connection with this agreement. Should any perceived loss or damage arise in connection with this agreement then you agree to provide written notice of same and allow us an opportunity to assess and if necessary correct. You further agree that we will not in any circumstances have liability for business loss of profits third party claims or any consequential loss and that we have no liability in respect of failures that arises as a result of any mechanical breakdown failure by a third party supplier strike, or termination of our interest in the Property.
20. Assignment and other dealings.
You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under this Agreement without our prior written consent. We reserve the right to assign or otherwise deal with our right and obligations under this Agreement in our discretion.
21. Entire agreement.
This Agreement together with the document expressly referred to herein constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this Agreement.
22. Variation.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
23. Waiver.
A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
24. Force Majeure.
We will have no liability in respect of any delay in performing or any failure to perform any of our obligations where such delay or non-performance is beyond our control. Such events include but are not limited to acts of God power or mechanical or technical failure breakdown strike flooding, accidents default of suppliers
25. Notices.
Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent by email to (i) [ ]@culturecoworkig.ie (in the case of notices or communications sent to us or (ii) the email address specified in first page of this Agreement in the case of notices or communications sent to you. Any notice or communication shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
- if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
26. Governing law.
This Agreement shall be governed by, and construed in accordance with the law of Ireland and the parties submit to the exclusive jurisdiction of the Irish Courts.