Licence

Licence

1 Licence

1.1 Upon payment of the Booking Fee by the Space User, the Space Holder grants the Space User a Licence to occupy the Space on the terms of these Licence Terms.

1.2 This Licence is a binding legal agreement between the Space Holder and Space User.

1.3 The Space Holder and Space User acknowledge and agree that Livity Limited is not a party to and has no obligation under the Licence.

1.4 IF YOU DO NOT AGREE TO THESE LICENCE TERMS, DO NOT CREATE A LISTING OR MAKE A BOOKING.

2 Definitions and Interpretation

Booking means a booking for a Space requested by a Space User through the Site and confirmed by a Space Holder;

Booking Confirmation Email means the booking confirmation sent to the Space User with details of their Booking after the Booking has been paid for;

Booked Times means the hours during which the Space User can use the Space, as described in the Booking Confirmation Email;

Common Parts means such roads, paths, entrance halls, corridors, lifts, staircases, landing and other means of access in or upon the Space, the use of which is necessary for obtaining access to and egress from the Space as designated from time to time by the Space Holder;

Competent Authority means any statutory undertaker or any statutory public local or other authority or regulatory body or any court of law or government department or any of them or any of their duly authorised officers.

Lease means any lease made between the Space Holder and its landlord;

Licence Fee means the fees charged by the Space Holder to the Space User for the use of the Space for the Licence Period, if applicable, as specified in the Booking Confirmation Email;

Licence Period means the period specified in the Booking Confirmation Email;

Listing means the listing of the Space on the Site containing information about the Space;

Necessary Consents means all planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which shall be required by any Competent Authority for the Permitted Use;

Permitted Use means the use specified in the Listing and/or Booking Confirmation Email;

Property means the freehold or leasehold property in which the Space is located, as described in the Listing and/or Booking Confirmation Email;

Site means the somewhereto_ website – www.somewhereto.com;

Space means a part of or all of a Property, as described in the Listing and/or Booking Confirmation Email;

Space Rules means any rules relating to the use of the Space in addition to these Licence Terms, as described in the Listing and/or Booking Confirmation Email;

Service Media means all media for the supply or removal of heat, electricity, gas, water, sewage, air-conditioning, energy, telecommunications, data and all other services and utilities and all structures, machinery and equipment ancillary to those media, if applicable;

Terms of Use means the somewhereto_ Terms of Use.

2.1 Clause, Schedule and paragraph headings shall not affect the interpretation of these Licence Terms.

2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular

2.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders

2.5 A reference to laws in general is a reference to all local, national and directly applicable supra-national laws as amended, extended or re-enacted from time to time and shall include all subordinate laws made from time to time under them and all orders, notices, codes of practice and guidance made under them.

2.6 Unless otherwise specified, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision and all orders, notices, codes of practice and guidance made under it.

2.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person.

2.8 References to Clauses are to the Clauses of these Licence Terms.

2.9 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.10 A working day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England.

3 Licence to occupy

3.1 Subject to Clauses 4 and 5, the Space Holder permits the Space User to occupy the Space for the Permitted Use for the Licence Period during the Booked Times in common with the Space Holder and all others authorised by the Space Holder (so far as is not inconsistent with the rights given to the Space User to use the Space for the Permitted Use) together with the right to use during the Booked Times:

3.1.1 such parts of the Common Parts for the purpose of access to and egress from the Space as shall from time to time be designated by the Space Holder for such purpose; and

3.1.2 the Service Media serving the Space.

3.2 The Space User acknowledges that:

3.2.1 the Space User shall occupy the Space as a licensee and that no relationship of landlord and tenant is created between the Space Holder and the Space User by this licence;

3.2.2 the Space Holder retains control, possession and management of the Space and the Space User has no right to exclude the Space Holder from the Property;

3.2.3 the licence to occupy granted by this agreement is personal to the Space User and is not assignable and the rights given in Clause 3 may only be exercised by the Space User and its employees, independent contractors and agents who are authorised by the Space User to use the Space; and

3.2.4 without prejudice to its rights under Clause 5, the Space Holder shall be entitled at any time on giving ] reasonable notice to require the Space User to transfer to comparable space elsewhere within the Property and the Space User shall comply with such requirement.

4 Space User’s obligations

4.1 The Space User agrees and undertakes:

4.1.1 to pay the Licence Fee in accordance with the Terms of Use;

4.1.2 to keep the Space clean, tidy and clear of rubbish;

4.1.3 not to use the Space other than for the Permitted Use;

4.1.4 not to make any alteration or addition whatsoever to the Space;

4.1.5 not to display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices at the Space or elsewhere in the Property without the prior written consent of the Space Holder;

4.1.6 not to do or permit to be done on the Property anything which is illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Space Holder or to tenants or occupiers of the Property or any owner or occupier of neighbouring property;

4.1.7 not to cause or permit to be caused any damage to:
(a) the Space, Property or any neighbouring property; or
(b) any property of the owners or occupiers of the Space, Property, or any neighbouring property;

4.1.8 not to obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them;

4.1.9 not to apply for any planning permission in respect of the Space;

4.1.10 not to do anything that will or might constitute a breach of any Necessary Consents affecting the Space or which will or might vitiate in whole or in part any insurance effected by the Space Holder in respect of the Space and Property from time to time;

4.1.11 to comply with all laws and with any recommendations of the relevant suppliers relating to the supply and removal of electricity, gas, water, sewage, telecommunications and data and other services and utilities to or from the Space;

4.1.12 to observe any rules and regulations the Space Holder makes and notifies to the Space User from time to time governing the Space User’s use of the Space and the Common Parts, including any Space Rules, to the extent that such rules and regulations do not conflict with these Licence Terms;

4.1.13 to leave the Space in a clean and tidy condition and to remove the Space User’s furniture equipment and goods from the Space at the end of the Licence Period;

4.1.14 to indemnify the Space Holder and keep the Space Holder indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from:
(a) these Licence Terms;
(b) any breach of the Space User’s undertakings contained in Clause 4; and/or
(c) the exercise of any rights given in Clause 3; and

4.1.15 not to do anything on or in relation to the Space that would or might cause the Space Holder to be in breach of the tenant’s covenants and the conditions contained in the Lease.

5 Termination

5.1 This licence shall end on the earliest of:

5.1.1 the final day of the Licence Period; or

5.1.2 the expiry of any notice given by the Space Holder to the Space User at any time on breach of any of the Space User’s obligations contained in Clause 4.

5.2 Termination of the Licence shall not affect the rights of either party in connection with any breach of any obligation under this licence which existed at or before the date of termination.

6 Notices

6.1 Any notice or other communication given under this licence shall be in writing and shall be sent by email to the email addresses contained in the Booking Confirmation Email.

6.2 This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

7 No warranties for use or condition

7.1 The Space Holder gives no warranty that the Space possesses the Necessary Consents for the Permitted Use.

7.2 The Space Holder gives no warranty that the Property is physically fit for the purposes specified in Clause 3.

7.3 The Space User acknowledges that it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that may have been made by or on behalf of the Space Holder before the date of this licence as to any of the matters mentioned in Clause 7.1 or Clause 7.2.

7.4 Nothing in this Clause shall limit or exclude any liability for fraud

8 Limitation of Space Holder’s liability

8.1 Subject to Clause 8.2, the Space Holder is not liable for:

8.1.1 the death of, or injury to the Space User, its employees, independent contractors, agents, customers or invitees to the Space; or

8.1.2 damage to any property of the Space User or that of the Space User’s employees, independent contractors, agents, customers or other invitees to the Space; or

8.1.3 any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by Space User or the Space User’s employees, customers or other invitees to the Space in the exercise or purported exercise of the rights granted by Clause 3.

8.2 Nothing in Clause 8.1 shall limit or exclude the Space Holder’s liability for:

8.2.1 death or personal injury or damage to property caused by negligence on the part of the Space Holder or its employees or agents; or

8.2.2 any matter in respect of which it would be unlawful for the Space Holder to exclude or restrict liability.

9 Dispute Resolution

9.1 If a dispute arises in connection with this Licence, the parties shall attempt to resolve the dispute between themselves. If they cannot do so, the parties agree to enter into mediation to settle such a dispute and will do so in accordance with the mediation procedure provided by the Small Claims Mediation service.

9.2 If the parties have not been able to resolve their dispute, either party may commence the mediation process by serving a notice in writing (the “ADR Notice”) to the other party to the dispute referring the dispute to mediation.

9.3 The ADR Notice must set out details of the complaint and notify the other party that the claim is to be referred to mediation.

9.4 Unless otherwise agreed by the parties within 14 days of notice of the dispute to Small Claims Mediation, the mediator will be nominated by Small Claims Mediation.

9.5 The mediation will start no later than 28 days after the date of the ADR Notice, unless otherwise agreed by the parties.

9.6 The mediation will take place in accordance with the Small Claims Mediation procedure.

10 Third party rights

10.1 No one other than a party to this Licence has any right to enforce any of these Licence Terms.

11 Governing law and Jurisdiction

11.1 This Licence is governed by the laws of England and Wales and the parties irrevocably submit to the jurisdiction of the Courts of England and Wales in relation to any claim or matter arising under or in connection with this Licence.