Terms and Conditions
1. ACCEPTANCE OF MEMBERSHIP TERMS
1.1 By signing these Membership Terms and Conditions (Terms) you agree to accept our services outlined at clause 2 (Services) and to accept the Terms which will bind you. If you are signing on behalf of a company (or other entity), by signing these Terms you acknowledge that you have authority to bind such entity and agree to become a member (Member) of the co-working space the address of which is provided in the Membership Details form (WorkLounge). Your membership of the WorkLounge is subject to the Terms (Membership). Members shall agree and accept the Terms either by signing using an electronic signature or by signing a physical copy of the Terms.
1.2 If you are an entity who wishes to use the WorkLounge for a number of individual Members (Corporate Member), you will procure that all individuals included in your Membership (themselves Members, although you acknowledge that they are not separately entitled to any rights arising out these Terms of the Corporate Membership) are aware of the Terms and agree to abide by any relevant sections of the Terms. You will be responsible for the failure of any individuals included in your Membership to abide by the Terms.
1.3 Please read the Terms carefully prior to signing. You will also need to fill out a Membership Details Form. In the event of any conflict between the Terms and the Membership Details Form, the Membership Details Form will prevail. Corporate Members must provide the relevant requested details for each individual Member and are not authorised to provide an Access Mechanism (defined below) to anyone who has not been accepted as an individual Member. You warrant that the details provided in the Membership Details Form are complete and accurate.
2. MEMBERSHIP BENEFITS
2.1 Subject to the Terms including the Membership Details Form and any policies on our website or the W-Network (defined below) or provided to you from time to time, during your Membership, Workhouse will use commercially reasonable efforts to provide you with the services described below in respect of the WorkLounge.
2.2 You acknowledge that the WorkLounge is a communal, open working space which is lounge-style and without separate desks. You understand that, occasionally, the WorkLounge will be used for Member only events which Workhouse considers will be of benefit to Members. You will be given reasonable advance notice of any such events.
2.3 Certain Services will only be provided on Business Days and during Office Hours on Business Days. Business Days are Monday to Friday (other than Romanian public and bank holidays) and Office Hours are 9am-6pm.
2.4 The WorkLounge Services are as follows:
(a) non-exclusive access to the WorkLounge;
(b) regular maintenance of the WorkLounge;
(c) suitable lounge-style furnishings in the WorkLounge;
(d) access to and use of an online network for Workhouse Members (W-Network) in accordance with the terms and conditions for use of the W-Network which are available at [INSERT];
(e) access to the WorkLounge wifi subject to any terms of service of the relevant provider (Provider) and on the understanding that Workhouse does not warrant that its operation will be uninterrupted or error-free and on the basis that the Member will not have any claim against Workhouse for any interruption to or errors in respect of the internet connection, whether directly or indirectly caused by Workhouse or otherwise;
(f) use of the printers and photo-copiers (Office Equipment) available at the WorkLounge, subject to any Provider terms of service and subject to the provisions of clause 4 below;
(g) technical support for the Office Equipment, subject to any Provider terms of service;
(h) appropriate heating and/or air conditioning [on Business Days and during Office Hours];
(i) use of the WorkLounge conference rooms for you and your invited guests (subject to any conference room limits on numbers), subject to the provisions of clause 4 below;
(j) electricity for reasonably acceptable office use;
(k) opportunity to participate in Member-only events subject to prior registration and subject to payment of any additional fee;
(l) use of lockers for an additional fee, subject to availability and on the understanding that any personal belongings (including computer equipment) are left in the lockers at your own risk;
(m) basic refreshments;
(n) subject to availability and space, to invite non-members to become daily Members at a reduced rate by way of a Guest Pass;
(o) attendance of the WorkLounge community manager at the WorkLounge during Office Hours on Business Days; and
(p) [acceptance of post on behalf of your business during Office Hours on Business Days; on the basis that it is acknowledged that whilst Workhouse will use all reasonable endeavours to ensure accurate and expeditious handling of deliveries for the Member, no responsibility shall attach to Workhouse or its staff or agents for any damage or loss arising out of or in connection to the same.]
3. MEMBERSHIP OPTIONS AND FEES
3.1 Membership is subject to the Terms, your advance payment of the Membership Fees set out below, availability and confirmation from the community manager of the WorkLounge that you have been accepted as a Member. In the event that you are not accepted as a Member, any fees paid in advance by you will be refunded to you without delay and these Terms will be terminated (in Romanian denuntare unilaterala) without liability, subject to any relevant provisions of clause 12.
3.2 Workhouse reserves the ability to refuse Membership to any person or company or entry to any guest who or which in Workhouse’s sole and absolute discretion, exercised reasonably, is deemed inappropriate to be a Member or a Corporate Member.
3.3 Members must pay for the Services in advance and select one of the following membership options on the Membership Details Form:
A. Monthly Membership option – entitling you to a calendar month’s membership on an automatic renewal basis
B. Annual Membership option – entitling you to a yearly membership on an automatic renewal basis
C. Daily Pass option – entitling you to single day membership
3.4 Fees are published from time to time at [INSERT LINK]. All fees are per person with VAT payable on top. Workhouse reserves the right to vary its annual, monthly and/or daily Membership Fees and Guest Pass Fees (for which see below) from time to time, and will give current Members two weeks’ notice by email of any changes. If within a week of our notice to you, you fail to give notice to Workhouse that you are terminating (in Romanian denuntare unilaterala) your Membership you will be deemed to have accepted any changes to the Membership Fees.
3.5 Monthly Members must pay the following fees in advance of the start date indicated on the Membership Details Form:
(a) Membership Fees for the first calendar month of your Membership, or pro-rated if applicable; and
(b) a deposit equal to the cost of Membership Fees for one calendar month (Deposit).
3.6 All Monthly Membership Fees are payable thereafter in advance of the start of each calendar month and unless notice of termination is provided pursuant to clause 12.1 your Membership will automatically renew at the start of each calendar month.
3.7 Annual Members must pay the following fees in advance of the start date indicated on the Membership Details Form:
(a) Membership Fees for the first year of your Membership; and
(b) a Deposit as defined above at clause 3.5(b).
3.8 All Annual Membership Fees are payable thereafter in advance of the start of each subsequent 12 month period and unless notice of termination is provided pursuant to clause 12.1 your Membership will automatically renew at the start of the next 12 month period.
3.9 Although the Deposit is not intended to be used to pay your membership fees, Workhouse is at any time entitled, without restriction, to collect any outstanding Membership Fees (for example if you fail to give notice of termination) or any other sums due to Workhouse (plus VAT if applicable) from the Deposit. Any retention of the Deposit by Workhouse is without prejudice to any other rights Workhouse might have at law against any Member or Corporate Member. Unless applied as per above, or unless we reasonably consider that there may be a future need to apply the Deposit as per above, the balance of the Deposit will be returned to you as soon as possible after termination of your Membership.
3.10 Daily Pass Fees are payable in advance of or on the day on which you intend to attend the WorkLounge. To the extent that you pay for multiple, consecutive days, you should pay all sums due in advance of or on the first day on which your Daily Membership commences.
3.11 Guest passes are available by invitation of current Members only and entitle the guest to a day pass only (Guest Pass). Guest Passes may be obtained at the Guests Pass daily rate published on our website per person, per day (plus any VAT).
3.12 All Guest Pass Fees are payable in advance of or on the first day on which your Guest Membership commences.
3.13 Whilst Members are entitled to be joined by guests in the WorkLounge conference rooms during allocated times, guests are not entitled to otherwise use the WorkLounge without paying the Guest Pass Fees.
3.14 Apart from as set out in clause 3.1, subject to the sole and absolute discretion of Workhouse, no refunds shall be given in respect of Membership Fees or any other amounts paid by you under the Terms.
Supplemental Fees and Indemnity
3.15 You will be responsible for paying any extra charges associated with your use of the WorkLounge and surrounding premises including (without limitation) for any costs associated with loss of locker keys, locksmith fees; extra cleaning; and damage caused by you to the WorkLounge and any of its contents.
3.16 In the event that you continue to benefit, in any way, post termination from having used the WorkLounge address as your registered office, you agree to continue to pay the full Monthly Membership Fee for any relevant months until such time as you are no longer benefiting from the use of the WorkLounge address.
3.17 You undertake to indemnify Workhouse for and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Workhouse arising out of or in connection with your or your guests use of the WorkLounge and/or Services howsoever occasioned.
4. MEMBERSHIP CREDITS
4.1 Monthly Members will be entitled to the following credits for Office Equipment and use of the WorkLounge conference rooms (Membership Credits):
[INSERT TABLE SHOWING CREDITS]
4.2 [Membership Credits cannot be rolled over from calendar month to the next and will expire at the end of each calendar month and, will in any event, expire upon termination of your Membership].
4.3 Please refer to [INSERT RELEVANT DOCUMENT NAME] in order to understand how your use of the Membership Credits is recorded. To see how many Membership Credits you have left in any month please refer to [INSERT DETAILS]. The community manager’s determination of the number and/or value of a Member’s Membership Credits is binding.
4.4 In the event that you do not have any relevant Membership Credits, use of the Office Equipment and of the conference rooms will be at our set rates as published on [INSERT DETAILS]. Workhouse reserves the right to raise these rates as considered appropriate.
5. WORKLOUNGE ACCESS
5.1 Members will be provided with access to the WorkLounge by way of the mechanism detailed on the Membership Details Form (Access Mechanism(s)).
5.2 Members should look after any physical Access Mechanisms and report any loss of the same to the community manager without delay. Members may be required to pay any costs of replacement.
5.3 Any physical Access Mechanisms remain the property of Workhouse and must be returned to Workhouse immediately on termination of your Membership. Any costs cause by your failure to return such Access Mechanism may be deducted from the Deposit.
5.4 If the relevant Access Mechanism is by way of smartphone application, you are required to promptly notify the community manager in the event that your smartphone is lost or stolen. On termination of your Membership you must cooperate with the community manager with regard to any measures required to be taken to remove the Access Mechanism from your smartphone. Workhouse will in no circumstances be held liable for any loss or damage caused to your smartphone in connection with or arising out of the Access Mechanism or associated mobile application.
5.5 Members must not make any copies of any Access Mechanism or lend, share or transfer any Access Mechanism to any third party including another Member, unless authorised by Workhouse to do so in advance.
5.6 You acknowledge and agree that security cameras (CCTV) may be in operation at all times in and around the WorkLounge. This is intended to provide protection and security to all users of the WorkLounge.
6. MEMBERSHIP RULES
6.1 The Membership Rules apply to each Member individually, including all individuals who are Members by virtue of a Corporate Member’s Membership through a Corporate Member. Corporate Members are responsible for ensuring that the individual Members included in their Membership understand and abide by the Membership Rules as well as the WorkLounge Access terms provided above.
6.2 You acknowledge and agree that:
(a) you will take good care of the WorkLounge, the Office Equipment and all fixtures, fittings, furniture and equipment at the WorkLounge and will maintain them in their existing condition and will notify Workhouse immediately of any damage caused by you or your guests;
(b) you will be responsible for any damage to the WorkLounge caused by you or your guests which exceeds normal wear and tear;
(c) you may not make any alterations to or set-up any installations in the WorkLounge (including, without limitation, cabling, IT or telecoms connections) or move any WorkLounge equipment, furniture (or similar) and you are not entitled to bring any items of furniture into the WorkLounge or any business stock or to display any advertisement or notices (or similar) anywhere in the WorkLounge without the consent of the community manager;
(d) the WorkLounge may be used for general office purposes only;
(e) you must only use the Work Space for its permitted use, and only for the business stated in the Membership Details Form or subsequently agreed with the community manager;
(f) you will only use the WorkLounge in such a way which shows full regard to the rights and interests of other Members and their ability to conduct their business and which does not cause a nuisance or disturbance or which is in any way anti-social;
(g) you will comply with all WorkLounge policies;
(h) you will not smoke in any part of the WorkLounge or inside any part of the Premises;
(i) you will promptly notify us of any changes to the contact and payment information provided on the Membership Details Form;
(j) you are at least 18 years of age;
(k) your computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from the WorkLounge networks that poses a threat to networks or users;
(l) you consent to Workhouse using your name (including any relevant business name) and/or logo in connection with identifying you as a Member of Workhouse in any way Workhouse desires. You warrant that your logo does not infringe the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days' prior notice;
(m) Workhouse is not responsible for any belongings, equipment of business items you bring into the WorkLounge and, unless agreed otherwise with the community manager, any such items will be removed by you at the end of each day apart from items secured in the WorkLounge lockers. It is your responsibility to arrange insurance for your own property;
(n) you agree to remove your (and all individual Members’) personal property immediately on termination of your Membership. Workhouse is not responsible for property left in the WorkLounge after termination or after Office Hours; and
(o) you will leave the WorkLounge reasonably clean and tidy at the end of each day. In the event that the WorkLounge is left in an unacceptable state, Workhouse may require you to pay a cleaning surcharge;
6.3 Members are not allowed to:
(a) perform any activity or cause or permit anything to be done in the WorkLounge that is reasonably likely to:
(i) cause disruption or danger to Workhouse, or anyone or anything in the WorkLounge or occupiers of the Premises or neighbouring properties; or
(ii) become a nuisance, (whether actionable or not) damage, annoyance, inconvenience;
(b) browse or download material of an illegal or offensive nature - this includes but is not limited to: copyrighted movies, music, or software, hacking/cracking material, or adult material;
(c) conduct, pursue or permit to be conducted, any anti-social, unlawful, illegal or offensive activities from the WorkLounge, including in respect to any mail or delivery service;
(d) misrepresent yourself in respect of the WorkLounge either in person or on the W-Network;
(e) take, copy or use any information or intellectual property belonging to other Members;
(f) take, copy or use, for any purpose, any pictures or illustrations of the WorkLounge without our prior consent;
(g) conduct any business from the WorkLounge which might involve members of the public attending on a frequent basis or which competes with Workhouse’s business;
(h) do anything which might prevent other Members from using or entering the WorkLounge;
(i) allow any guests to enter the building in which the WorkLounge is located (Premises) without registering such guests in accordance with the relevant WorkLounge policies;
(j) bring any weapons of any kind, or any other offensive, dangerous, inflammable or explosive materials into the WorkLounge.; or
(l) use the address of the WorkLounge as your business address or as the Registered Office of its business.
7. LIMITS ON WORKHOUSE’S RESPONSIBILITIES
7.1 We will provide notice to you of any changes to services, fees, or other updates to any email address provided by you and/or via the W-Network. It is your responsibility to read such emails/messages.
7.2 Workhouse does not control and is not responsible for the actions of other Members or visitors to the WorkLounge and has not carried out any identity, criminal records, or other checks on any Member.
7.3 Workhouse may without notice suspend the provision of the Services for reasons of political unrest, strikes, or other events beyond our reasonable control including legal and practical matters affecting the WorkLounge or the Premises.
7.4 Workhouse is not liable for any loss as a result of failure to provide the Services (or any one of them) as a result of mechanical or technical breakdown or failure, strike, delay, failure of any third party or their staff, termination of the Lease or interest in the Premises or otherwise.
7.5 Unless there is an emergency, Workhouse will as a matter of courtesy try to inform Members in advance when it needs to carry out testing, repair or works other than routine inspection, cleaning and maintenance at the WorkLounge.
7.6 Workhouse gives no warranty that the WorkLounge has the necessary authority or that it is physically suited to be used in the manner anticipated by the Terms.
7.7 Workhouse is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the WorkLounge wifi and the W-Network (and any other similar services provided by us) (Communication Services) may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.8 We are not responsible for any software (or any damage caused by any software) which needs to be installed on your equipment in order to access any of the Communication Services or the WorkLounge.
7.9 To the extent permitted by applicable law, Workhouse disclaims all warranties and conditions as to the Communication Services and to the WorkLounge including but not limited to implied warranties relating to quality, fitness for a particular purpose, or ability to achieve a particular result.
8. MATTERS AFFECTING THE PREMISES
8.1 The Terms are not (and does not create) a lease or any other interest in real property. It is a contractual arrangement that creates a revocable non-exclusive licence in respect of the WorkLounge only. The Member does not have any rights under or arising from Workhouse’s lease of the Premises with its landlord (Lease).
8.2 Workhouse retains legal possession and control of the WorkLounge and its obligation to provide the Services is subject to the terms of the Lease.
8.3 Your licence to use the Premises will terminate simultaneously with the termination of the Lease.
9. DATA PROTECTION
9.1 Workhouse processes personal data relating to each Member for legal purposes, respectively for the performance of the Services, for administrative and management purposes, respectively research, profiling and direct marketing, in order to improve and customise our Services according to the Members’ needs and preferences. By becoming a Member you are explicitly agreeing to this data processing.
9.2 You consent to the transfer of such information to any associated company outside the European Economic Area in order to further our business interests even where the country or territory in question does not maintain adequate data protection standards.
9.3 WorkHouse shall obtain explicit consent from the Members for the processing of their personal data, according to the legal provisions applicable. By signing the Terms, the Members declare that they are fully aware of this clause and provide explicit consent to its terms. The Members shall give their explicit consent by signing the Terms either by electronic signature or by signing a physical copy of the Terms, in accordance with the provisions of clause 1.1 above.
10. LIMITS ON LIABILITY
10.1 Workhouse will not be liable for any liability until the Member has informed Workhouse of the matter and, if the matter is rectifiable, has allowed a reasonable period for rectification.
10.2 The Member agrees that Workhouse will not be liable for any loss, damage or claim which arises as a result of, or in connection with, the Terms and/or the use of the WorkLounge or Services except to the extent that such loss, damage, expense or claim is directly attributable to its fraud, negligence or wilful default.
10.3 Workhouse shall not, in any circumstances, have any liability for any losses or damage which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(a) special damage even if Workhouse was aware of the circumstances in which such special damage could arise;
(b) loss of business or profits;
(c) loss of anticipated savings;
(d) loss of business opportunity;
(e) loss of goodwill;
(f) consequential loss;
(g) third party claims, including those who are individual Members by virtue of the Membership of a Corporate Member; and
(h) loss or corruption of data.
10.4 The total aggregate liability of Workhouse owed to you and your guests and, if you are a Corporate Member, to you and all your individual Members together, whether in contract, tort (including negligence) or otherwise in connection with the Services and the WorkLounge, shall in no circumstances exceed a sum equal to the sum of Membership Fees paid by you in the last 12 months.
10.5 The exclusions set out above apply to the fullest extent permissible at law, but Workhouse does not exclude liability for:
(a) death or personal injury caused by the negligence of Workhouse, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which may not be excluded by law.
10.6 Workhouse strongly advises the Member to insure against all such potential losses, damage, expenses or liabilities.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 [The Workhouse brand and logo are registered Trade Marks of the Provider.] Members may not use the Workhouse logo, brand or images in any document or publication, including the internet and in any way in connection with his/her business, unless previously agreed in writing with Workhouse.
12. DURATION AND TERMINATION
12.1 Monthly Memberships automatically renew at the start of each calendar month. In order to terminate a Monthly Membership you must provide two weeks’ notice of termination (in Romanian denuntare unilaterala) in advance of the start of the next calendar month. If you do not provide notice in time, your notice will not be effective until the following calendar month and you will continue to be liable to pay the Monthly Membership Fee for the next month. Annual Memberships automatically renew at the start of each subsequent 12 month period. In order to terminate (in Romanian denuntare unilaterala) an Annual Membership you must provide two weeks’ notice of termination in advance of the start of the next 12 month period. If you do not provide notice in time, you will continue to be liable to pay the Annual Membership Fee for the next year.
12.2 Notwithstanding any other provisions of the Terms, Workhouse may disable your access to the WorkLounge and/or any Communication Services, withhold Services or immediately terminate your Membership (in Romanian reziliere unilaterala) as per the provisions of Article 1553 of the Romanian Civil code, by means of a written notification, without other formalities, notice of delay or court intervention:
(a) in case you make any alterations to or set-up any installations in the WorkLounge, move any WorkLounge equipment, furniture (or similar), or display any advertisement or notices (or similar) anywhere in the WorkLounge without the consent of the community manager, in breach of Article 6.2 (c) above;
(b) in case you use the Work Lounge for purposes other than the permitted use, in breach of Article 6.2 (d) and (e) above;
(c) if you smoke in any part of the WorkLounge and/or inside any part of the Premises;
(d) in case you breach any of your obligations provided under Article 6.3 herein;
(e) if you fail to pay any fees due hereunder, in accordance with the terms and conditions set forth under the Terms;
(f) if you or any of your individual Members fail to comply with the terms and conditions of the W-Network or any other WorkLounge policies or instructions provided to you or any individual Member.
12.3 The Membership shall be automatically terminated upon termination, expiration or material loss of Workhouse’s rights in the Premises.
12.4 In addition, Workhouse will be entitled to unilaterally terminate the Membership (in Romanian denuntare unilaterala) in accordance with the provisions of Article 1276 of the Romanian Civil Code at any other time, when we, in our reasonable discretion, see fit to do so for the purposes of the business interests of Workhouse.
12.5 An individual Member will no longer be allowed access to the WorkLounge and/or any Communication Services upon either:
(a) the termination or expiration of the Terms;
(b) your notification to the community manager that such person is no longer a Member; or
(c) our notice to you if any Member has materially or repeatedly breached the Terms.
12.6 On any termination of your Membership you must take immediate steps to:
(a) return any property of Workhouse to us including the Access Mechanism;
(b) remove any of your personal property from the WorkLounge;
(c) reasonably cooperate with WorkLounge in regard to any matter associated with the termination of your Membership.
12.7 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including (but not limited to) the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry or Workhouse’s right to collect unpaid fees from you.
12.8 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement including clauses 1.1 and 3.14 to 3.17 (Membership Options and Fees), [clause 4.2 (Membership Credits)], clauses 5.3 and 5.4 (WorkLounge Access), clause 6.2(b), 6.2(l) and 6.2(n) (Membership Rules), clause 7.4, clauses 7.6 to 7.9 (Limits on Workhouse’s Responsibilities), clause 9.3 (Data Protection), clause 10 (Limits on Liability), clause 11 (Intellectual Property Rights), clauses 12.6 to 12.8 (Duration and Termination), clause 14 (Waiver), clause 15 (Remedies), clause 16 (Entire Agreement), clause 17 (Severance), clause 18 (Third Party Rights), clause 20 (Force Majeure), clause 21 (Notices) and clause 22 (Governing Law and Jurisdiction) shall remain in full force and effect.
13. UPDATES TO THE AGREEMENT
13.1 Workhouse may from time to time update the Terms and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the agreement following the completion of 4 (four) weeks after the date of notice of the update(s). However, in exceptional situations and for grounded reasons, assessed on a case by case basis, this term may be prolonged with maxim 1 (one) week. Continued use of the WorkLounge or Services beyond this time will constitute acceptance of the new terms.
No failure or delay by a party to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in the Terms, the rights and remedies provided under the Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
16. ENTIRE AGREEMENT
16.1 The Terms and any documents annexed to or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
16.2 Each party acknowledges that, in agreeing to the Terms, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Terms or not) other than as expressly set out in the Terms.
16.3 Nothing in this clause shall limit or exclude any liability for fraud.
17.1 If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms.
17.2 If any provision or part-provision of the Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
18. NO INDIVIDUAL MEMBERS RIGHTS
18.1 Individuals who are Members by virtue of the Membership of a Corporate Member have no direct rights arising out of these Terms or out of the Corporate Member’s Membership.
19. NO PARTNERSHIP OR AGENCY
19.1 Nothing in the Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
20. FORCE MAJEURE
Neither party shall be in breach of the Terms nor liable for delay in performing, or failure to perform, any of its obligations under the Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate (in Romanian denuntare unilaterala) the Terms by giving 30 days' written notice to the affected party.
21.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be:
(a) sent by email to:
(i) Workhouse: [INSERT EMAIL ADDRESS]
(ii) You: The email address provided on the Membership Details Form
21.2 Notices shall be deemed to have been delivered on sending of the email, provided that there is no failure notification.
21.3 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.
22. EXPRESS ACKNOWLEDGEMENT
22.1 The Member fully acknowledges and agrees all provisions of this Terms and fully undertakes and agrees each and all provisions of this agreement and fully undertakes the risk of error with regard to the misconstruction of the provisions of this Terms, in accordance with art. 1209 of the Civil Code.
22.2 With a view to provisions of article 1202 and 1203 of the Romanian Civil Code, the Member declares that it understands and expressly accepts each and all clauses of this Terms, including (i) the limitation of Workhouse liability, according to the provisions of clauses 2.4, 5.4, 6, 7 and 10; (ii) the right of Workhouse to unilaterally terminate or suspend the Terms, according to the provisions of clauses 3.1, 12.2, 12.3 and 12.4, (iii) the suspension of performance of obligations, according to the provisions of clauses 7.3 and 12.2; (iv) automatic renewal of the Terms, as per clauses 3.6, 3.8 and 12.1, and (v) applicable legislation and choice of competent courts, according to the provisions of clause 23 below..
23. GOVERNING LAW AND JURISDICTION
23.1 The Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Romania.
23.2 The parties irrevocably agree that the competent courts in Bucharest shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Terms or its subject matter or formation (including non-contractual disputes or claims).
I AGREE TO THESE MEMBERSHIP TERMS AND CONDITIONS AND THE MEMBERSHIP DETAILS FORM ON BEHALF OF THE ENTITY/PERSON INDICATED ON THE ATTACHED MEMBERSHIP DETAILS FORM
Your Signature ……………………………………………..
I AGREE TO THESE MEMBERSHIP TERMS AND CONDITIONS AND THE MEMBERSHIP DETAILS FORM
Your Name ……………………………………………..
Your Signature ……………………………………………..