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General Terms and Conditions
1. Definitions and Interpretation
The following terms used in these General Terms should be understood as follows:
“Building” means the building known as 20 Farringdon Street, London EC4.
“Business Day” means a day other than Saturday, Sunday or a day on which banks are authorised to close in London for general banking business.
“Business Hours” means generally hours from 9:00 to 18:00 on the Business Day.
“Contact Person” means a person properly authorised to represent and legally bind the Primary Member in connection with the Membership Agreement and to contact with the Operator.
“Data Protection Legislation” means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy and use of Personal Data applicable in the UK including the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) and/or any corresponding or equivalent national laws or regulations, once in force and applicable.
“Execution” or “Executed” means the Membership Agreement execution in written, document, online or electronic form (without a secure electronic signature verified with a valid qualified certificate). the Agreement document,
“Fee” means payment fee specified in the Membership Agreement or in case of additional services in a separate price list available at the Operator, the Manager or on the Website.
“Force Majeure Event” means an event which is beyond the reasonable control of the affected Party and includes (insofar as it is beyond such control) an event which falls into one or more of the following categories: (i) strike, lock out, work stoppages, slowdowns or any other industrial or labour dispute; (ii) act of God, fire, flood, storm, earthquake, extreme adverse weather conditions: (iii) war, military action, riot, civil commotion, terrorism, epidemic or pandemic: (iv) nuclear, chemical or biological contamination or sonic boom; (v) explosion or malicious damage: (vi) compliance with a law or governmental order, rule, regulation or direction: (vii) accident, lack of power, or breakdown of plant or machinery: (viii) delays by suppliers or materials shortages; (ix) difficulty or increased costs in obtaining workers, goods or transport; and (x) other circumstances affecting the Operator or goods or services but not including failure to pay the Fee (for any reason).
“General Terms” means these general terms of cooperation, accessible on the Website or in a written form, between the Operator and the Primary Member relating to, among others, the rules of provision of Services, general terms of payment of the Fee and other rights and obligations related to the Membership Agreement, which constitute integral part of the Membership Agreement.
“HubHub Rules” means any rules and principles of the Membership and HubHub community norms related to, announced or distributed on the Space or the Building.
“HubHub Centre(s)” means a centre(s) where the Services are offered to the HubHub community by the Operator or its affiliates.
“Individual Member” means the Primary member, who is a natural person acting for purposes which are outside of his trade, business, craft or profession.
“Manager(s)” means person(s) designated by the Operator for the management of the Space.
“Member” means the Primary Member and any natural person (individual) authorised by the Primary Member on its member list, which forms the Appendix to the Membership Agreement (the “Member List”), to receive the Services and use the Space according to the Membership Agreement.
“Membership Agreement” means each agreement, including any of its amendments, concluded electronically, online, in written or document form, between the Operator and the Primary Member relating to provision of the Services, consisting of the whole package of the membership documents, in particular the Membership Details Form and all the Appendices attached to the Membership Agreement.
“Membership Details Form” means the membership form, being part of the Membership Agreement and containing, among others, details of the Fee, Subscription, Member(s), start dates, Terms and notice periods, governed by the General Terms.
“Member Personnel” means an Individual Member or any employees, staff, other workers and guests of the Member who require access to the Building from time to time.
“Member Property” means any equipment, documents, things, valuables, property or other possessions brought into the Space by the Member or its guests.
“Operator” means HubHub UK Limited, a company registered and incorporated in England and Wales under company number 11257204 and whose registered office is at Martin House, 5 Martin Lane, London EC4R 0DP including any of its successors in title.
“Party” means each of the Operator and the Primary Member and “Parties” means the Operator and the Primary Member collectively.
“Personal Data” has the meaning ascribed to it in the Data Protection Legislation.
“Platform” means the internal or external web application used by the Operator in connection with the Services provision or HubHub Centre(s) management, through which some of the Services will be rendered.
“Policies” means any of the codes of conduct, policies and procedures accessible on the Website or otherwise made available to the Member, as added or amended by the Operator from time to time, including the HubHub Rules.
“Primary Member” means any entity or Individual Member that enters into a Membership Agreement with the Operator.
“Processing” has the meaning ascribed to it in the Data Protection Legislation (and for the purposes of clause 15 ‘process’, ‘processed’ and ‘processes’ shall be construed accordingly.
“Services” means services offered by the Operator or/and selected by the Primary Member, under and in connection with the Membership Agreement.
“Space” means a space indicated in the Membership Agreement and common areas of the HubHub Centre within the Building and (depending on the selected Subscription) a space in other available HubHub Centres. Indication of the Space, depending on the selected Subscription, means stating desk(s) or office(s) number of desks which may be used under the Membership Agreement.
“Space Plan” means a space plan, which presents in details the division of the Space and its respective areas with individual desk(s) or office(s) names or numbers.
“Start Date” means the start date stated in the Membership Details Form.
“Subscription” means the relevant Service(s), as ordered and described in more details in: (i) the Membership Details Form, (ii) the Appendix no. 2 to the Membership Agreement or/and (iii) separate arrangements made between the Primary Member and the Operator, if applicable, provided by the Operator in return for the Fee.
“Superior Landlord” means Twenty House S.À R.L. and any successors-in-title any successors-in-title and persons entitled to the reversion immediately expectant on the termination of the Operator’s leasehold interest in the Building.
“VAT” means the value added tax and/or any similar tax from time to time replacing it or performing a similar fiscal function.
“Website” means the website located at www.HubHub.com.
(a) a “Clause” means a clause or a sub-clause of these General Terms, unless stated otherwise;
(b) any terms not defined in these General Terms shall have the meaning given to them in the Membership Agreement;
(c) the terms and expressions in singular include the plural and vice-versa;
(d) headings are inserted for ease of reference only and do not affect interpretation of these General Terms;
(e) the term “include”, “including” or “e.g.” shall not be interpreted as a restrictive term.
2. Subject of the Membership Agreement
2.1 The Operator has created and conducted a business, working community for the HubHub Members. Subject to the terms and conditions of the Membership Agreement, the Operator shall use its reasonable efforts to provide the Members with the Services in return for the Fee, which the Primary Member shall pay to the Operator. The list of current Services offered by the Operator, which include style of work that involves a non-exclusive access to office (the “HubHub”) is available on the: (i) Website and (ii) the Space. HubHub is connected with the Space within the Building indicated in the Membership Agreement and (depending on the selected Subscription) a space in other available HubHub Centres.
2.2 All terms and conditions specified herein shall be, accordingly, applied to:
(a) all Members appointed by the Primary Member; and
(b) the Member’s guests; and
(c) any other persons authorised to usage of the Services under the Membership Agreement.
The above refers in particular to the house rules of the Building and the Policies.
The Primary Member is responsible for ensuring that all above mentioned people comply with the Membership Agreement (including all its appendices), house rules of the Building and the Policies.
2.3 As from the date of this Membership Agreement, each Member automatically becomes a part of the HubHub community (the “Membership”), however to be able to use the Services, the Member is required to: (i) comply with the rules applicable to the Space and the Building and other requirements indicated in Clause 4, (ii) register on the Platform.
3. Purpose and HubHub community
3.1 The common goal of the HubHub community and its Members is to:
(a) make connections, create a safe and respectful workplace, where diverse, groups of companies, startups, freelancers, remote workers and other interested entities work together; and
(b) develop creative atmosphere and cultivate an unique experience that meets the needs of respective Members; and
(c) encourage Members to explore: (i) shared interests with one another and (ii) collaborative opportunities that go beyond daily work routines.
3.2 Members of the HubHub community have the permanent opportunity to:
(a) collaborate and support each other’s activities;
(b) discuss and exchange of knowledge and experience;
(c) share with the Operator or the Manager their expectations and proposals related to improvement of the Space and the Services.
3.3 Subject to availability in particular HubHub Centre, the Operator provides the Members with (i) chill out zone & gaming room, available for all the Members, (ii) exclusive events & workshops and (iii) mentoring & consultancy.
3.4While using the Services and facilities of the Space all Members are expected to behave in line with the following values:
(a) the Members should respect the Space and leave it as they find it, subject to normal wear and tear. If they move things around, then they should return them to their original location and tidy up after themselves;
(b) due to the Space purpose, it is expected that the Members will collaborate where possible and will be prepared to draw on the help and support of others, whilst respecting their right to get their own work done;
(c) the Members should respect Policies and people around them and their rights of privacy and confidentiality.
3.5 When the HubHub community shall be: (i) open, fun and collaborative it also shall be (ii) professional. The Members are responsible for proper balancing of the same.
4. Representations of the Parties
4.1 The Primary Member hereby declares that it:
(a) has reviewed and accepts the conditions of the Space;
(b) is aware of the fact that the Space is a non-exclusive access office, i.e. in accordance with the principles set out in other agreements it is also available to other people and/or entities and/or Members, including for the purposes of registration of the office. Moreover, the Member hereby confirms that the above circumstances do not constitute any breach of the Membership Agreement;
(c) understands the Space has been created for the benefit of the entire HubHub community and that its own use of the Space and the Membership should not interfere with the interests of the community as a whole;
(d) agrees not to act in a manner that affects or is likely to adversely affect the peaceful operation or enjoyment of the Services and the Space, Building or Building’s occupants, guests or contractors or any other persons.
4.2 The Member shall (and shall procure any of its guests) comply with:
(a) the Policies;
(b) house rules of the Building;
(c) the Space Plan;
(d) recommendations of the Manager(s) or the Operator. Until the Manager(s) is designated by the Operator or during the Manager’s absence all the terms and conditions specified herein and related to the Manager shall, accordingly, apply to the Operator or its relevant representatives, other than the Manager.
4.3 The Operator or the Manager disposes the current version of Policies and house rules of the Building, which are available on each Member’s request. Moreover, the Member is obliged to become acquainted with such Policies and house rules of the Building during its first visit of the Space.
4.4 Due to safety and security requirements, common areas of the Space, except for meeting rooms, indicated on the Space Plan are monitored via cameras system. All cameras are directed in a way that does not infringe the privacy of closed offices. The Primary Member is obliged to inform any of its personnel and contractors about monitoring. In addition, such information will be placed in the Space or the Building.
Access to HubHub community
5.1 Within the Membership and subject to paid Subscription, the Member may receive the access and password to the individual Member’s virtual Platform account carried out by the Operator or an external (third party) contractor.
5.2 While registering on the Platform the Member might be obliged to accept relevant terms and conditions of the Platform. Access and use of the Platform is subject to necessary consents of Member, terms and conditions and all applicable laws. In case the Platform is delivered by a third party outside the Operator’s group, the Operator has no influence on the above mentioned Platform’s terms and conditions or any other requirements, however the Operator will use all its reasonable endeavours to ensure the Member a safe and convenient use of the Platform.
Access to HubHub Exclusive Events and Event Space
5.3 Within the framework of the Services, the Space might be accommodated to any range of events (e.g. mixers, workshops or birthday parties) hosted by the Operator, the Manager or the Member.
5.4 The Manager will provide the interested Member with necessary details relating to organizing such events.
Desks or private offices
6.1 The scope, type and terms of Member’s access to the Space depends on the Subscription purchased by the Primary Member and indicated in the Membership Details Form, detailed description of which is attached at Appendix to the Membership Agreement called “Detailed description of the Subscription type”.
6.2 The location of the Space, according to the Subscription purchased by the Primary Member, corresponds to the area number and names presented in the Space Plan. However, under the “Flexible desks” or “One day” subscription the Member is entitled to use any available desk in a common area at a flexible desks location within the HubHub Centre.
6.3 If the Member is entitled to access to the Space, the Member is also entitled to access to common area of the Space. The Member should use the common area of the Space in order to access area, office or desk indicated in Clause 6.2 or to use other Services.
6.4 The Space is a collaborative workspace, and the Member acknowledges it is working in close proximity to other Members who compete (or might compete) with its business. It is the sole responsibility of Member to ensure that any obligations it may have regarding proximity and/or confidentiality with respect to such competing Members are adhered to.
6.5 The Member acknowledges that due to the shared nature of the Space, sensitive or confidential information may sometimes be overheard, and the Member agrees to respect the right of privacy and confidentiality of other Members in such circumstances.
6.6 Where the Subscription entitles the Member to access the Space, this is a licence to use the Space, and does not give the Member an exclusive right to any part of the Space. The Member is responsible for ensuring that the Space meets the needs of its activity.
6.7 The Members are solely and fully responsible for ensuring that their confidential information, remains secure within the Space and through the Member’s use of the Platform. The Operator is not liable for any unauthorised disclosure of Member’s confidential information, unless such disclosure occurs as a result of a willful proven breach of Operator’s confidentiality obligations towards the Member.
6.8 The Space is a shared office and the Members shall take into account other Members and use the Space, Platform and the Website in a respectful way. Offensive language, threatening behaviour, abuse of Operator’s staff or other Members and damage to the Operator’s or other Member’s property, will not be tolerated and the Operator reserves the right to remove offenders from the Space, and suspend or cancel their Membership and access to the Platform.
6.9 The Operator grants the Primary Member a right to use the corridors, pedestrian ways, entranceways, lifts and staircases in the Building (the “Common Parts”) in order to gain access to and from the Space but subject at all times to any rules and regulations imposed by the Superior Landlord.
6.10 Section 62 of the Law of Property Act 1925 will not apply to this Membership Agreement. Accordingly, the Primary Member shall not have the benefit of any easement, right or privilege (except those granted by the Operator in this Membership Agreement over any parts of the Building or any adjoining or neighbouring property and any such amenity enjoyed by the Primary Member shall be so enjoyed with the Operator’s consent (and not as of right)).
6.11 The Primary Member acknowledges that it shall be lawful for the Operator and/or the Superior Landlord and all persons authorised by them at any time during the Term (as defined in clause 11) to use, erect, build, construct, rebuild or alter any part or parts of the Building and construct, erect, build or rebuild any additional floor or floors or ceilings above the Space for any purpose whatsoever notwithstanding that such development and works may cause a nuisance disruption or disturbance to You and that any right of light or other easements for the time being appertaining to or enjoyed with the Space may be thereby diminished or obstructed or interfered with and without making any compensation. The Superior Landlord also has the right to terminate on a temporary or permanent basis access to or the use of any Common Parts including lifts.
6.12 The Operator acknowledges that the Member may bring pets (here meaning a cat, dog or with the consent of the Operator in its absolute discretion, any other small animal but not a reptile, rodent or insect) into the Space and the Member agrees that if it intends to bring a pet into the Space or the Building the Operator may require the Member to produce a proof of vaccination for such pet and evidence of compliance with application local regulations. The Member will be responsible for any injury or damage caused by the Member’s pet to other members or guests or other occupants of the HubHub Centre or the Building. The Operator will not be responsible for any injury to the Member’s pet. The Operator may at its absolute discretion restrict the Member’s right to bring a pet into the Building.
6.12 Depending on the Subscription indicated in the Membership Details Form the Member is entitled to use any available locker in the Space.
6.14 The Member shall not leave Member Property in the Space.
6.15 The Member shall be solely and fully liable for any of its Member Property left in the Space.
6.16 The Operator shall not be liable for any loss of, or damage to the Member Property, unless such loss of, or damage is caused by the Operator.
Access to the Space and the Services
6.17 Subject to the required advance payment (where applicable), the Member or a new Member will be able to begin accessing the Space and receiving the Services ordered by the Primary Member or the Member on the later of: (i) the Start Date or (ii) the date the Operator confirms in writing, by e-mail or in other way the addition of a new member to the Member List, provided that the Primary Member shall procure each such new Member will register on the Platform. The Primary Member is responsible for obtaining all consents from its Members necessary to give effect to the rights and obligations set forth by the Membership Agreement and for maintaining the accuracy of the Member List.
6.18 No Member has the right to permanent access to any given Space, except under the relevant Subscription type. If the Member has an unlimited, i.e. 24/7, access to the Space, it does not mean that the Member is allowed to live there.
6.19 Based on the selected Subscription the Operator shall provide the Member with individual electronic card(s), key(s), codes or other means of access to the: (i) relevant parts of the Building (including parking places, showers, bike parking places, if applicable) and to (ii) the Space. The Member agrees that all individual electronic card(s), key(s), codes or other means of access are non transferable.
6.20 The electronic cards, keys, codes or other means of access remain the ownership of the Operator at all times. Failure to return either of these at the end of the Membership Agreement will result in some, or all, of the security deposit, specified in the following Clause 12 (if applicable), being forfeited.
For the avoidance of doubt and subject to remaining provision of the Membership Agreement, only paid-up Subscription entitles: (i) the Member or (ii) its guest to use the Services ordered by the Member (active Membership).
6.21 The Operator will use its due diligence to announce to the Member in advance any known changes or disruptions related to the Member access to the Space or to the use of other Services provided by the Operator in the Space.
6.22 At any time, during the Term (as defined below) of the Membership Agreement, the Operator, the Manager, or person authorised by any of them: (i) is entitled to unlimited access to the whole Space, including private offices, with or without notice, in connection with provision of the Services (including but not limited to cleaning and delivery of mail, if not agreed otherwise), for the Services provision, safety or emergency purposes, or/and (ii) may, except for the private offices, temporarily move furniture contained in the area of the Space assigned to the Member. For any other purposes, in particular in order to show the Space to other Operator’s clients, the Operator or the Manager is entitled to unlimited access to the whole Space, with or without notice, except for the access to the private offices, which may occur with 5 days’ prior notice. The Member is obliged to tolerate such unlimited access and not to obstruct it in any way.
6.23 If the Operator is unable to deliver the Space, assigned to the Member under the Membership Agreement, available by the Start Date for any reason including due to: (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring the Space, or (ii) delays caused by the Member or by any changes requested by the Member and accepted by the Operator, the Operator will not be subject to any liability related to such inability, nor will such failure affect the validity of the Membership Agreement. In this event, except as set forth in the Membership Agreement, the Primary Member will not be obliged to make payments of the Fee until the relevant (assigned) Space is made available to the Member.
6.24 Access to the Space might be occasionally disrupted. This may include, but is not limited to: (i) the offering of events or other Services on the Space that are not included in the Subscription and that may require additional Fee to attend or use, (ii) the need to move or limit the work area of the Space and under rare circumstances to vacate the premises entirely or (iii) any works in the Building, including fit-out works.
Access to the HubHub spaces within other HubHub Centres
6.25 Members, who are entitled under the Membership Agreement to access HubHub spaces in other HubHub Centres, operated by companies from the Operator’s group (affiliates), are obliged to comply with the relevant rules connected with such spaces. The services provided in HubHub spaces in other HubHub Centres by companies from the Operator’s group are always dependent on their current availability. In order to ensure the efficient use of such services, the Member shall contact the Manager, who will provide the Member with further detailed instructions and procedures.
6.26 The Member acknowledges that:
(a) the Operator and those authorised by it may enter the Space at any time with or without notice. The Operator will use reasonable endeavours to disturb the Member as little as possible and shall repair any damage caused when entering the Space; and
(b) the Operator may host events at the Hub-Hub Centre accessible by members of the public and the Operator will use reasonable endeavours to disturb the Member as little as possible.
7. Meeting rooms, board rooms, event spaces
7.1 Depending on the Subscription, the Members will have the opportunity to book meeting rooms, board rooms or event spaces as part of their Fee or under additional Fee for such Services, as stated in the price list available at the Operator, the Manager or on the Website.
7.2 The booking process will be carried out through: (i) the Platform, (ii) e-mail correspondence with the Manager and (iii) arrangements made with the Manager in the Space. The booking shall enter into force after the receipt by the Member of booking confirmation. The booking process under the above options indicated in (ii) and (iii) will be possible only during Business Hours.
7.3 The Fee for the conference room and for the private room is charged for each commenced hour.
7.4 The Member shall when using any meeting rooms or board rooms:
(a) do so in a reasonable and proper manner;
(b) in accordance with any reasonable regulations imposed by the Operator and/or the Manager for their use;
(c) if causing damage to the rooms shall promptly repair such damage to the Operator’s reasonable satisfaction; and
(d) vacate the rooms at or before the end of the period of time for which the Member has booked the conference room for.
8. Printer and Other Services
8.1 The Member is entitled to print 150 pages per month (fair usage policy). If the Member prints more pages, the additional fee per page will be charged according to Clause 10, unless agrees otherwise.
Subject to clause 8.1 the Member may together with the Operator, Manager and other members at the Space use the printing and photocopying facilities at the Space on a first come first served basis.
Company address and postbox
8.2 Depending on the Subscription, the Primary Member will have the opportunity to submit to the appropriate authorities or company register of relevant court the address of Building, where the Space is located, as the Primary Member’s address of conducting its business activity, registered office of the Primary Member’s company or the Primary Member’s delivery address (the “Business Address”).
8.3 Immediately, but not later than within 1 (one) week after expiration or termination of the Membership Agreement (regardless of the cause), the Member is obliged to deregister its Business Address (if it is the address of Building, where the Space is located) from company register of relevant court and other authorities, otherwise the Primary Member will be obliged to pay to the Operator a contractual penalty in the amount of 0,05% of the Fee due during the Term (as defined below), for each day following (one) week of expiration or termination of the Membership Agreement.
Provision of postal service, concierge, entrance logo and other additional Services
8.4 Provision by the Operator of any additional Services or facilities (if ordered), including postal service, concierge and entrance logo, not included in the Subscription, will:
(a) take place under a current price list available by the Operator or Manager;
(b) be on the terms and conditions agreed by the Parties separately (if applicable);
(c) be at the sole discretion of the Operator or Manager or the current availability of the premises and other space.
8.5 The Primary Member undertakes to make the relevant payment (including in advance where required) for ordered additional Services.
8.6 The list of current Services is available instantly on the Website or sent by email to the Contact Person (if so required), and at the main HubHub reception desk.
Internet and other utilities or services
8.7 The Space will be supplied with the following utilities or services: electricity (230V and 380V), cold and hot water, a sewerage system, disposal of usual office waste, Internet connection, coffee machine and cleaning (soda water and/or other refreshments may also be available) but the Operator will not be responsible for any interruptions in the supply of utilities to the Space.
8.8 The Member undertakes to comply with the regulation related to Internet network, including Wi-Fi connection.
8.9 The Member agrees not to engage in any online or business or other activities of: (i) the sort that are not in compliance with law or that may damage or impair the functioning of the Space or its Services, including but not limited to overburdening or impairing any servers or networks connected to the Space, or (ii) a questionable moral character that may damage or otherwise adversely affect the benefits of the Membership, the Operator’s reputation, or the reputation of any Member of the HubHub community, including but not limited in connection with downloading or using trademarked or copyrighted material without permission, pyramid schemes, spam, identity theft, defaming or harassing others, or uploading or downloading profane or indecent material.
8.10 The excessive burden of Internet connection by downloading of large amounts of data is prohibited.
8.11 The Primary Member acknowledges that the Operator has a right to install CCTV in the Space.
9. Use of the Services
9.1 The Member will use the Services for and in connection with the office purposes only, save where the parking places or bike parking places are part of the Services, in which case the Services will be used for, respectively, parking bikes or motor vehicles up to 3.1 ton. The Member is not allowed to use the Services for any other purposes than stated herein unless otherwise stated in the Membership Agreement or without the prior written or electronic (via email) consent of the Operator.
9.2 Only the Members or its guests in accordance with the Membership Agreement are entitled to access and use the Services, in particular to access to the Space. The Member cannot permit a third party to use the Services or to occupy the Space (or its part).
9.3 The Member will comply with all Acts of Parliament, orders, regulations, byelaws, rules and any other legislation that applies to the Space and the Building and the Member uses it.
9.4 The Member is not entitled to play or use any sound producing equipment or apparatus or organize any events in the Space so as to be audible from outside the Space and in particular in the rest of the Building or any of its part or to install or use any flashing lights so as to be visible from the outside of the Space.
9.5 The Member undertakes at its own expense to maintain the Space in good order and free from rubbish and not to disturb visitors in the area of the Building intended for public.
9.6 The Member is aware of the fact that the Space is not intended for accommodation or overnight sleeping.
9.7 The Member is entitled to have guests but only in the areas selected for such purposes. A guest must also be listed in the guest register before using any of the Services. At all time, (i) any guest must be accompanied by a Member, moreover (ii) the Member will be responsible for their guests’ acts or omissions, as for its own. It is required from the Member to ensure that guests have understood the HubHub Rules and other requirements related to the Space and its Services.
9.8 No bikes are allowed in the Space. Moreover, the Space, the common areas of the Building, the areas around the Building in particular in front of all entrances of the Building is a smoke-free area.
9.9 The Member will not place any goods or other objects in the common areas of the Building, garages or other interior or exterior space of the Building (or of other parts of the Building) except for places approved by the Operator for such particular purpose.
9.10 In case of a breach of the parking rules by the Member, the Operator will be entitled to remove the vehicles breaching the parking rules at the Member’s risk and expense.
9.11 The Member will not permit any non-member to use Services.
9.12 The Member will not make any claim in respect of business rates relating to the Building or the Space.
10. Terms of Payment
10.1 The Fee is automatically invoiced to the Primary Member based on its Subscription, indicated in the Membership Agreement. In case of any additional Services provided to the Member, which are not included in the Subscription, the Operator is entitled to issue one joint invoice for all services provided in the respective term for which the invoice is issued. However, in some cases, the Fee for respective additional Services might be required in advance, thus might be presented in a separate invoice.
10.2 Any and all amounts payable hereunder, including the Fee, are exclusive of VAT, which the Primary Member shall pay when the Fee and other sums due under the Membership Agreement fall due.
10.3 Subject as otherwise stated herein or in the Membership Agreement, payment of the Fee shall be paid by the Member to the Operator’s bank account, stated in the respective invoice (in some cases, available also on the Platform on the Primary Member’s profile), by bank transfer, within 10 (ten) days from the day of issuing the relevant invoice by the Operator but not later than the last day of the preceding month for which the Fee is due and all payments will be made without deduction or set-off whether legal or equitable from the Fee.
10.4 The Primary Members who have not given their consent in the Membership Agreement on electronic invoice are obliged to collect the invoice at the Space reception desk after ordering any Services and without undue delay. In case the invoice is not collected in person by the Member or its representative or provided in electronic way, it can be sent to the Primary Member’s address indicated in the Membership Agreement (unless it is the same address as the Space).
10.5 Unless otherwise agreed, the Fee for any Services provided by the Operator lasting less than one month shall be paid in advance.
10.6 If the Primary Member is in delay with any payment, including the Fee, the Member will pay interest on that overdue payment at a rate of 4% per annum above the Santander UK plc (or an alternative institution nominated by the Operator) base rate for the period from the due date until the payment is cleared in the Operator’s bank account. The Operator reserves the right to distrain the Member’s goods in the Space for any non-payment. Where any payment remain unpaid for more than 10 (ten) days, the Operator may, at its sole discretion, deny or limit Member’s access to the Space, until such time as said payments are made.
10.7 In the event the Subscription starts or ends in the middle of the calendar month, the Fee will be prorated accordingly, i.e. the Fee (or its relevant part) will be calculated as one-thirtieth of the amount per one day (rounded up to the second decimal point) multiplied by a number of the calendar days for which that Fee (or its relevant part) is payable.
10.8 For avoidance of any doubt, in relation to the Services lasting longer than one month, first invoice for the ongoing month and the invoice for the following month shall be issued within 10 (ten) days from the date of Execution of the Membership Agreement and shall be paid within 10 (ten) Business Days from the date of the relevant invoice issued by the Operator. Each subsequent invoice shall be issued by the 10th (tenth) day of the month preceding the month for which the Fee shall be made. Moreover, the Operator is entitled to a setup fee(s) for each desk or office will be automatically charged with the first invoice issued by the Operator.
10.9 Failure to use any Services ordered under the Membership Agreement, where such failure is not a direct result of the Operator breaching its obligations under the Membership Agreement, will not release the Member from the payment obligation.
10.10 The Member will pay to the Operator all reasonable costs and expenses (including those of the Operator’s professional advisors) plus VAT together with any losses incurred by the Operator and/or the Manager in connection with:
(a) any breach by the Member of any of its obligations in this Membership Agreement;
(b) preparing and serving any notice on the Member explaining that the Member has not carried out its responsibilities in this Membership Agreement, including a notice to terminate this Membership Agreement, even if the Member complies with the notice or the Operator takes no further action in respect of it; and
(c) taking any action against the Member in order to collect any payments due under this Membership Agreement.
11.1 The Membership Agreement becomes valid and effective on the day of its signing by both Parties or its execution online on the day of the Operator’s final arrangements confirmation being sent by e-mail to the Primary Member and is concluded for the period of time indicated in the Membership Agreement (the “Term”). In case there are different terms of duration for specific Services, within or beyond the Subscription, period of time for each of them shall be calculated individually. Regardless of the Term, the Membership Agreement may be terminated in writing or in electronic form (i) by a written agreement of the Parties, (ii) upon termination of the lease between the owner of the Building and the Operator and (iii) by termination by the Operator under Clause 11.4.
11.2 Except the “One day” Subscription, the minimum Term for the Membership options is one month.
11.3 The Member is entitled to extend the Subscription and the Term by submitting a new Membership Details Form, which after the acceptance and signing by the Operator (or confirmation in electronic form) shall constitute the amendment to the Membership Agreement. The Operator reserves the right to refuse, at its sole discretion, to extend the Subscription or the Term, in particular in case of current absence of the sufficient space. Any such new Membership Details Form accepted and signed by both Parties (or confirmed in electronic way), if any, shall constitute the subsequent Appendix herein and shall prevail over the previous application forms and the Membership Agreement.
11.4 Unless the Membership Agreement provides otherwise, the Operator may terminate the Membership Agreement in writing or electronic form (or its part related to the specific Member) with immediate effect upon delivery of the notice of termination to the Primary Member, or/and suspend the Membership Agreement (or its part related to the specific Member) with immediate effect upon delivery of the notice of suspension to the Primary Member, in the event when:
(a) the Primary Member is in a delay with the payment of the Fee and fails to remedy the breach within an additional period of ten (10) Business Days after receipt of the Operator’s written or electronic notice,
(b) the Member breaches this Membership Agreement, particularly with regard to the Policies, or house rules of the Building and fails to remedy the breach within an additional period of two (2) Business Days after receipt of the Operator’s written or electronic notice,
(c) the Member will pass on the electronic card, keys, codes or other means of access to the Space or allow an access to the Space and its paid Services to third parties, other than the Members’ guests;
(d) the purpose of the Services’ use is changed to purposes other than defined hereunder and the Member fails to remedy the breach within an additional period of five (5) Business Days after receipt of the Operator’s written or electronic notice;
(e) the Space is seriously damaged by the Member and the Member fails to remedy the damage within a reasonable period stated in the Operator’s written or electronic notice;
(f) the Primary Member fails to supplement or renew the Security Deposit, specified in Clause 12, in compliance with the provisions of the Membership Agreement, and continues with the breach after the lapse of an additional period of ten (10) Business Days following receipt of the Operator’s written or electronic notice;
(g) the Member (as an individual) becomes bankrupt or makes an application for its bankruptcy or has a bankruptcy order made against them or a petition for such an order is presented, or the Member is unable to or has no reasonable prospect of paying their debts; or
(h) the Member (as a company) goes into liquidation (save for the purpose of amalgamation or reconstruction), has a receiver or administrative receiver appointed over any of its assets or a petition is made to appoint an administrator or a liquidator is appointed).
During the time of suspension of the Membership the Primary Member is obliged to pay the Fees. The Primary Member shall not be entitled to make any claim against the Operator in this respect.
11. 5 Notice of termination of the Membership Agreement by the Primary Member shall be made in writing or in electronic form and served on the Operator.
11.6 In case of termination under Clause 11.4, the Operator is entitled to a contractual penalty from the Member in the amount of Security Deposit as of the Membership Agreement signing date. Such contractual penalty is payable upon the request of Operator.
11.7 Immediately, but not later than within 1 (one) week after expiration or termination of the Membership Agreement (regardless of the cause), the Member is obliged, at its own cost, to:
(a) return entrusted electronic card/s, physical key/s, codes or other means of access to the Space or locker (if any);
(b) remove all Member Property out of the Space, take away its personal belongings and to empty the locker (if any). Any items remaining 1 (one) week after termination of the Membership Agreement might be entrusted to a depositary at the Member’s own cost;
(c) comply with the obligations stipulated in Clause 8.4.
11.8 In the event the Member fails to perform any of its obligations stipulated in Clause 11.7, the Operator will be entitled, without prejudice to its any other claims or remedies for that reason, to demand from the Member a contractual penalty, equal to Euro 200, per each day of the breach of the said obligations, payable upon the request of Operator.
11.9 In addition to Clauses 8.4 and 11.5 through 11.8 all provisions of the Membership Agreement, which expressly or by implication are to be performed or observed notwithstanding termination or expiry shall survive the same.
11.10 Save as otherwise provided for in Clause 11.7, if the Membership Agreement is terminated with immediate effect neither of the Parties shall be obliged to return the performance to, refund, or reimburse the other Party for any obligation fulfilled before such termination.
12. Security Deposit
12.1 As a surety for the due and proper performance of Member’s obligations under the Membership Agreement, except for the “One Day” or “HubHub Virtual” Subscription types, the Member shall provide the Operator with a security deposit equal to the current amount of two months regular Fee for each Subscription, excluding VAT, chosen by the Member and indicated in the Membership Details Form (the “Security Deposit”). No interest shall accrue or be payable on the Security Deposit and the Member shall have no right to it nor to any claim against the Operator for that reason.
12.2 The Operator is entitled to use the Security Deposit for the settlement of any of the Member’s obligations under the Membership Agreement, including obligations that result from a breach of the Membership Agreement.
12.3 Unless the Parties have agreed otherwise, the Security Deposit will be paid to the Operator’s bank account indicated in the Membership Agreement in the same currency as the Fee. The Security Deposit shall be paid together with the first payment of the Fee under the Membership Agreement.
12.4 If the Operator draws upon the Security Deposit (in whole or in part), it will notify the Member without undue delay in writing or electronic form thereof, specifying a date of drawing upon such Security Deposit.
12.5 In the event the entire or any portion of the Security Deposit is drawn upon by the Operator, the Member will reinstate it to the said full amount (indicated in the Membership Details Form) within 5 (five) Business Days after being notified by the Operator.
12.6 In the event of any increase of the Fee for the Member’s Subscription (including when any new Subscription is agreed between the Parties) after the date of the Membership Agreement, the Operator will be entitled, however, not obliged, to request the Member in writing to increase the Security Deposit so that it is equal to an increased amount of monthly Fee, excluding VAT, and the Member shall replenish (increase) the Security Deposit to that higher number within 7 (seven) Business Days after being notified by the Operator in writing or electronic form.
12.7 Unless otherwise stipulated herein, the Operator shall return the Security Deposit (or the balance of it) to the Member, subject to the complete satisfaction of all obligations of the Member under the Membership Agreement within 10 (ten) Business Days following the later of: (i) the date of termination (or expiration) of the Membership Agreement, (ii) the date on which the Member notifies the Operator of its bank account, where the Security Deposit (or the balance of it) shall be returned and (iii) the date of complete fulfilment of all obligations of the Member under the Membership Agreement. Moreover, the Operator will not be responsible for any currency conversion of the returned Security Deposit, if any.
13.1 The Primary Member is advised and encouraged to maintain throughout the Term a property insurance and commercial general liability insurance covering the Primary Member and all its Members for property loss and damage, injury to the Members and the Members’ guests, in a form and insurance coverage amount appropriate to its business.
The Primary Member shall not do anything which may make any insurance policy relating to the Space or the Building invalid or which may increase the premiums for that insurance. The Primary Member shall comply with all the fire precautions or insurance requirements for the Space and for the Building.
14. Maintenance, Alterations and Repairs
14.1 During the whole Term the Operator remains the sole owner or manager/co-manager of the Space, including (but not limited to) equipment, fittings, installations and facilities brought into and installed by the Operator on the Space. However, the Operator is entitled, at its sole discretion, to entrust the management of the Space to other person or entity, in particular to the Manager.
14.2 The Operator may at any time make any alterations, fit-out works, improvements, installations, modifications, renovations, repairs, instalment of new technical equipment and facilities and other similar investments or changes, in the Space (or in any part thereof), without a prior written consent of the Member. The Members will allow the above investments and changes in the Space and will neither hinder the Operator, nor third parties authorised by the Operator, to enter their private office and other private areas (if any) and will make them available to the Operator (or to authorised third parties) to the required extent and may not restrict or impede the performance of such works.
14.3 The Operator is entitled to alter, on a permanent or temporary basis, the area in the Space assigned to the Member, provided the Operator will not do so in a manner that substantially decreases the square footage of the Space part assigned to the Member. If possible, it shall be done only within the same Subscription or wider one, however under the same Fee.
14.4 The Member is responsible, at its expense, for any maintenance, modification, regular inspection, repair and replacement of equipment installed, operated, or owned solely by the Member in the Space and for the satisfaction of any and all technical safety requirements relating thereto as stated in applicable laws and technical standards.
14.5 The Member cannot: (i) carry out any alterations, fit-out works, improvements, installations, modifications or other changes to any part of the Space or the Building, unless the Operator expressly agrees for any of the above in writing or (ii) make any other changes in the Space, including changes with the designation of the Space or its equipment.
14.6 If the Member re-arranges the furniture in the Space this should be returned to the original set-up.
14.7 The Member must receive a permission from the Operator or the Manager to post signs, cover glasses or windows, host events or otherwise use the Services, in particular in a way that may impose on the interests of the HubHub community or other Members or user of the Space.
14.8 The Member shall forthwith notify the Operator of any defects or other facts hindering the proper use of and operation in the Space. The Member shall allow the Operator (or a third party authorised by the Operator) to perform all necessary repairs and other actions in the Space and shall respect all reasonable restrictions and provide all cooperation to the extent necessary for the performance thereof, otherwise it will be liable for any damage and losses caused to the Operator because of the failure to fulfill the obligations under this Clause.
15. Personal data and use of image/logo
15.1 The Primary Member hereby warrants that it has the authority to provide any Personal Data to the Operator in connection with the performance of the Membership Agreement, including Personal Data of Members and that any Personal Data provided to the Operator has been processed in accordance with the Data Protection Legislation. The Primary Member is aware of the fact that the processing and transfer to other Operator’s affiliates (or to the owner of the Platform) of each Member’s name and surname, e-mail address and other personal data, is necessary to proper identification and performance of the Membership Agreement. If the Members wish to have their profile pictures on the Platform, it is required that the Primary Member (as a processor pursuant to the General Data Protection Regulation) ensures such Members provide the Operator (or the owner of the Platform) with their respective consents to this, allowing the Operator (or the owner of the Platform) to use such profile pictures of the Members on the Platform, solely in connection with the purposes of simplifying the creation of business connections within the HubHub community.
15.2 The obligation to deliver the consent of the Members related to processing of Personal Data under clause 15.1 may be fulfilled also online, via the Platform, during the Member’s individual account setup.
15.3 The Personal Data of the Members are processed in compliance with the privacy notice available on the Website (at section Legal info).
15.4 The Operator reserves the right to take photographs or make films in the Space, where the Member’s image may be taken (the “Image”), based on legitimate interest of HubHub to promote its brand on the market. The purpose of the use of the Image is to illustrate the activities or projects, past, present or future, related to the HubHub or the Membership. We would like to declare that we do honour the data minimisation principle and the Image will be adequate, relevant and limited to what is necessary in relation to the purpose for which it is processed. Hence the Member should be identifiable as little as possible. The Operator will never use the Image of Member’s face.
15.5 Within HubHub, the Operator may, based on the consent of the Member, take photographs or make films containing Members’ image (the “Image”). The purpose of use of the Image is to illustrate the activities or projects, past, present or future, related to the HubHub or the Membership.
15.6 To the extent that the Member provides the Operator with Personal Data in connection with the performance of this Membership Agreement, including the Personal Data of members on the Member List, the Member agrees that the Operator and will be an independent controller of the Personal Data.
15.7 The Member acknowledges that a facial recognition system (“FRS”) is operated in the Building and the FRS may collect Personal Data relating to Member Personnel. For the purpose of Data Protection Legislation, the Superior Landlord shall be the data controller in relation to any Personal Data collected by the FRS. The Member acknowledges that in order to enable Member Personnel to access the Building by means of the FRS, each individual must provide their consent and register with the Superior Landlord. The Member shall provide the Operator and the Superior Landlord with reasonable assistance, information and co-operation to assist the Superior Landlord with such registration and the Superior Landlord’s associated obligations under Data Protection Legislation.
16.1 The Primary Member shall be liable for any and all acts or omissions of its Members or Member’s guests as for its own. Moreover, the Primary Member is obliged to ensure that its Members or Member’s guests: (i) became acquainted with the Membership Agreement, all principles of the Membership, Policies, house rules of the Building and the HubHub rules (as amended and updated) and (ii) undertook to comply with the same.
16.2 The Operator shall not be liable for any damage or loss to the Members, or Member’s guests or third parties caused by the Force Majeure Event or by circumstances or reasons beyond its control.
16.3 The Operator shall not be liable:
(a) whether in contract, tort (including negligence), misrepresentation, breach of any duty (including strict liability) or otherwise for (i) any indirect, special, incidental or consequential loss costs, expenses or damage, or any (ii) loss of profit, revenue or savings, loss of business, business interruption, damage to reputation or loss of or damage to any software or data (in each case whether direct or indirect); or
(b) for any loss, damages or costs to the Member’s possessions or any items the Member brings into the Space or for any loss, damages or costs expenses that are attributable to any event that is outside the Operator’s reasonable control or attributable to the actions or omissions of any third party.
16.4 The Member indemnifies the Operator and keeps the Operator indemnified against all losses, claims, damage or other liability arising in any way from any breach of this Membership Agreement by the Member, or from anything done by the Member (or anyone under Your authority) at the Space or the Building.
16.5 Nothing in the Membership Agreement shall exclude or limit the Operator’s liability for (i) death and/or personal injury resulting from negligence by the Operator or the Operator’s directors, officers, employees, contractors or agents, or (ii) fraud and/or fraudulent of misrepresentation.
16.6 The Member acknowledges that the aggregate monetary liability owed by the Operator to the Member or the members on the Member List, and for all causes of action, will not exceed the total Membership Fees paid by the Member to the Operator under this Membership Agreement in the twelve (12) months prior to the claim arising.
17.1 The Parties acknowledge that within the Term of this Membership Agreement and after its termination (or expiration), the Membership Agreement, its terms and stipulations therein, are subject to strictly confidential treatment and neither Party may disclose this Membership Agreement or its terms to any third party without the other Party’s consent, excluding information (within the necessary scope) required for proper performance of obligations arising from the Membership Agreement.
17.2 The Parties may disclose the above- mentioned information only under a written consent of the other Party or to the extent required by the law, by any governmental or other regulatory authority, or by a court or any other authority of a competent jurisdiction. If a disclosure as described above is required, to the extent it is legally permitted, the Party shall give the other Party a notice of such disclosure as soon as possible, describe the extent of the disclosure and where applicable, take into account reasonable requests of the other Party in relation to the content of such disclosure.
17.3 Notwithstanding the remainder of this clause 17 the Operator may disclose this Membership Agreement to its directors, officers, employees, agents, professional advisors (“Representatives”), group companies and Representatives of its group companies.
17.4 All materials produced by the Operator cannot be used, copied or submitted by the Member or delivered to any third party without the Operator’s consent.
18.1 The Primary Member may not assign, or transfer this Membership Agreement.
18.2 The Operator is entitled to assign, or otherwise transfer, its rights and obligations arising from the Membership Agreement (in part or in whole) to any third party, without the Member’s approval.
19.1 Each Primary Member, who is not a natural (individual) person, shall specify one representative, who will act as the Contact Person.
19.2 The Primary Member is responsible for the accuracy of information on the Member List. In order to make changes to the Members List, the Primary Member or the Contact Person must send an e-mail, from the Primary Member’s or the Primary Contact’s e-mail address indicated in the Membership Agreement, to the e-mail address of the Operator specified in the Membership Agreement. The e-mail requesting the change must include at least the name and surname of the departing and the new Member and the effective date of the change. The change will not take effect until the Operator, in its sole discretion, confirms that it has received the e-mail and has accepted and applied the change.
19.3 Any additional person added within the chosen Subscription shall be calculated and invoiced automatically under the rate per one Member indicated in the Membership Agreement. In such case, at request of any Party, the Parties shall make written or electronic confirmation in this respect in the form of the new Membership Details Form application. Then, the provision of Clause 11.3 shall apply accordingly. The Contact Person is responsible for informing each Member about any information provided to the Contact Person by the Operator or the Manager, including through e-mail address, in particular about any: (i) changes of the HubHub Rules and other Policies, (ii) any other information having impact on the Services availability, or (iii) changes of the house rules of the Building.
19.4 The Primary Member hereby confirms and authorises all Members (current and future) to order additional Services under the Membership Agreement (not included in the Subscription) in the name and on behalf of the Primary Member and takes responsibility for any Fee due for those Services.
20. Right to withdraw from the Membership Agreement (applies only to the Individual Members acting as consumers and who entered into the Membership Agreement remotely)
20.1 The Individual Member who enters into the Membership Agreement remotely may within 14 calendar days withdraw from said Membership Agreement without stating a cause and without incurring costs, with the exception of costs incurred in clause 20.6 of the General Terms. In order to meet the above deadline, it is sufficient to send the declaration of withdrawal before it expires. The withdrawal declaration may be submitted to the following address:
(a) in writing at the Operator address: Level 7, 33 King William Street, London EC4R 9AS;
(b) electronically via e-mail at the address: London@hubhub.com
20.2 If the Individual Member as the Primary Member enters into the Membership Agreement, an example of the Membership Agreement withdrawal form template will be included at appendix to the Membership Agreement in the form included as appendix no. 2 to the Consumer Rights Act and additionally available at the Website. The Individual Member may use the template form, however it is not obligatory.
20.3 The course of the term to withdraw from the Membership Agreement begins on the Membership Agreement Execution date.
20.4 In case of withdrawal from the Membership Agreement concluded remotely, the Membership Agreement is deemed null and void.
20.5 The Operator is obliged without undue delay and in any event not later than within 14 calendar days from the receipt date of the Individual Member’s declaration of withdrawal from the Membership Agreement, to refund all payments issued by the Individual Member. The Operator issues the payment refund using the same method of payment used by the Individual Member, unless the Individual Member has clearly consented to a different refund method, which is not associated with any additional cost to the Individual Member.
20.6 In the event of Services the provision of which – at the clear request of the Individual Member – is commenced before the Membership Agreement withdrawal deadline, the Individual Member exercising its right to withdraw from the Membership Agreement upon submission of such a request is obliged to pay for the Services provided until the time of withdrawal from the Membership Agreement. The payment amount is calculated proportionally to the scope of Services provided, taking into consideration the Fee, price, remuneration stipulated in the Membership Agreement.
20.7 The right to withdraw from the Membership Agreement concluded remotely does not apply in case the Operator has fully performed the Services at the express consent of the Individual Member, who was informed prior to the commencement of Services that the right to withdraw from the Membership Agreement shall be lost upon completion of the Service by the Operator.
20.8 In case of any discrepancy between the provisions of this Clause 20 and any of the other provisions of these General Terms, with respect to the Individual Member, the provisions of this Clause 20 shall prevail.
21. Complaints proceedings
21.1 Any complaint regarding the Services must be presented by e-mail to the address London@hubhub.com or by a certified letter to the Operator’s registered office address. Any complaint shall include the following data:
(a) name of the complainant;
(b) address and correspondence address of the complainant (including email address and telephone number);
(c) object of the complaint;
(d) a detailed description of Service that is object of the complaint;
(e) a reason for the complaint;
(f) signature (handwritten signature in case of the complaint presented by a certified letter).
21.2 Complaints will be examined by the Operator within 14 Business Days following a date of receiving the complaint.
21.3 The Operator has the right to ask for information on the identity of the Individual Member or recipient of the ordered Service and to verify whether a person submitting the complaint is entitled thereto.
21.4 The Individual Member will receive a notification from the Operator about the result of the complaint to its e-mail address or in case of the complaint sent by post to the address provided by the Individual Member.
22. Contracting Out
22.1 The Primary Member and the Operator have agreed to exclude the provisions of sections 24 to 28 (inclusive of the Landlord and Tenant Act 1954) in respect of the tenancy created by the Membership Agreement.
22.2 The Primary Member acknowledges that a notice in a form complying with the requirements of Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 (the ‘Order’) was served on it by the Operator in respect of the Membership Agreement not less than 14 days before the date of the Membership Agreement, or if earlier, the date on which the Primary Member became contractually bound to enter into the Membership Agreement.
22.3 The Primary Member (or if relevant the Individual Member), or a person duly authorised by the Primary Member, has before entering into the Membership Agreement made a Statutory Declaration (the ‘Declaration’) in a form complying with Schedule 2 to the Order, and where the Declaration was made by a person other than the Primary Member, the declarant was duly authorised by the Primary Member to do so.
23. Final provisions
23.1 The provisions of the Membership Agreement or the Appendices shall be severable; in the event that any of the provisions shall become invalid, void, ineffective or otherwise unenforceable, the remaining provisions shall remain valid, effective and enforceable to the fullest extent permitted by law. Any such invalid, void, ineffective or unenforceable provision shall be deemed to be replaced by such valid, effective and enforceable provision with the meaning as closest as possible to the original intention of the Parties.
23.2 The Operator is entitled to, temporarily or permanently, amend or supplement these General Terms, the HubHub Rules (the “Documents”), at any time, in case of changes in applicable laws, business or market needs, requirements affecting the HubHub or necessity to improve the Services. The Primary Members will be notified in writing or in electronic form of any such amendments or supplements to the Documents by a delivery (including via e-mail) of their revised versions to the Primary Member and publication at the place designated for that purpose.
23.3 In case the Primary Member does not agree with the revised Documents, the Member shall be entitled, within 30 (thirty) Business Days after delivery of such Documents, to terminate the Membership Agreement in a form of a written (or electronic) notice of termination served on the Operator with at least 14 (fourteen) Business Days’ notice period. Should the Primary Member not serve on the Operator a written notice of termination within 30 (thirty) Business Days after delivery of revised Documents, such Documents shall be deemed approved and binding upon the Primary Member and become an integral part of the Membership Agreement.
23.4 The Parties declare the agreed amounts of contractual penalties are adequate to the value and importance of obligations secured by such contractual penalties. Any claim to contractual penalty agreed herein shall be without prejudice to any other rights of the Party entitled to a contractual penalty including the right to claim compensation for damage, losses or otherwise in full amount.
23.5 The Primary Member will not use the Space so that the VAT election to tax the Building made by the Superior Landlord and/or the Operator in accordance with Schedule 10 of the Value Added Tax 1994 may no longer apply.
23.6 The Member shall indemnify and keep indemnified the Superior Landlord and the Operator against all VAT which the Operator has to repay to HM Revenue & Customs including any under the capital goods scheme and against all VAT which is irrecoverable by the Superior Landlord and/or the Operator (together in each case with interest, penalties and costs) due to the disapplication the Superior Landlord and/or the Operator’s option to tax arising in any way from the use of the Building or part or parts of it for an exempt purpose.
23.7 If the Member constitutes more than one individual both are responsible jointly and severally with the other members for their obligations in this Membership Agreement.
23.8 Save as otherwise provided in the Membership Agreement, amendments hereto shall be agreed by both Parties and made in writing, or in electronic form, otherwise being null and void.
23.9 No term of this Membership Agreement will be enforceable under the Contracts (Rights to Third Parties) Act 1999 by any third parties.
23.10 Nothing in this Membership Agreement constitutes a warranty from the Operator that the Space may lawfully be used for the use allowed under this agreement.
23.11 The Membership Agreement and any documents entered into pursuant to it will be governed by and construed in accordance with the laws of England and each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales in respect of all and any matters arising under or in connection with the Membership Agreement.
23.12 These General Terms need to be agreed to by the Primary Member before the Membership commencement. If there is anything that the Individual Member does not agree with or does not understand in these General Terms, the Individual Member is advised to not accept them and contact the e-mail indicated in the Membership Agreement.