Service Agreement - Terms & Conditions

1. Definitions

• “CO22,” “we”, “our”, or “us” - CO22 Limited. A company registered in England and Wales with company number 08132937.
• “You”, “Primary member” - The company or other entity listed on the Membership Details form contracting with CO22.
• “Member” - Each person authorised by you on the Member List, including the Primary Member, to receive the services (defined below) or other benefits of CO22 membership.
• “Seats” - The total number of your Members including you.
• “Premises" - The building or part thereof in which CO22 offers or plans to offer work space and/or services to Members.
• “Visitor”, or “Guest” - A person temporarily accessing the premises to meet a Member or Members for business related purposes.
• “Your Account” - Membership management tools available at https://co22.uk

2. Benefits of Membership

Subject to the terms and conditions of this agreement, CO22 will use reasonable efforts to provide you and your Members the benefits and services described below and referred to in the agreement as the Services.

• Non-exclusive access to the office space for the number of days included with your chosen plan during normal opening hours and in accordance with your membership plan limits.
• Maintenance and cleaning of the work area consistent with other similar work areas in the premises provided that CO22 will not be responsible for damage exceeding normal wear and tear.
• Furnishings in the quantity and quality similar to other Members in the Premises.
• Heating of the Premises during regular business hours.
• Access to the meeting room and phone booth during regular business hours and subject to availability and prior booking.
• Access to the shared Internet connection, printers, copiers, scanners and presentation equipment made publicly available.
• Participation in Member-only events and promotions.

3. Term, Renewal & Termination

When purchasing Services you are making an offer to take out a membership which if accepted by us, will result in a binding contract.

A legally binding contract is formed on the date we send you confirmation of your membership and payment has been taken. You will receive this confirmation by email within 72 hours. We will not be responsible if you fail to receive the written confirmation because you have supplied us with an incorrect email address. We reserve the right not to accept or process your membership for any reason. All memberships are subject to validation checks and authorisation by your payment card issuer. If we do not accept your membership and your credit/debit card has already been debited, we will notify you and refund your card in full.

This agreement and membership is automatically renewed at the end of each billing period with consent of each party except in the case of day passes. Failure to follow the terms of this agreement will result in non renewal or early termination. This includes, but is not limited to, non-payment. CO22 reserves the right to terminate any Service at any time, immediately and without notice, if you fail to comply with this agreement.

If this agreement is terminated by CO22, we will refund any amounts for unused periods on a pro-rata basis after deducting any outstanding amounts owed or pending charges.

Members may terminate this agreement via "Your Account" or in writing before the end of the the active billing period.

Following the termination of this agreement and after providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Premises. Any fees reasonably incurred in disposing of such property will be payable by you.

4. Payment & Invoicing

Payment is due monthly in advance from the Primary Member in the case of monthly memberships. Payment for day passes is due daily in advance.

Unused days in each billing period are non-transferable and do not roll over.

CO22 will send all invoices, billing information and other billing related documents to the Primary Member.

Payments are handled via the Stripe payments processor and can be completed on co22.uk using debit/credit card. BACS payment is also possible for monthly memberships if pre-arranged with us.

You shall be responsible for having the necessary funds available on the payment date and no access to the Premises is permitted if any outstanding fees are unpaid or in the event of payment failure not attributable to CO22 or the Stripe payment gateway.

5. Transfer

This agreement is non transferrable. Members may not assign or transfer their membership rights to any other person.

6. Use of Services

a. General Terms

• Keys, key cards or other items used to access the premises remain the property of CO22. Members are liable for any replacement fees should these items be lost, stolen or damaged. Keys or Key cards must not be copied, shared, lent or transferred to third parties without prior consultation and approval by us.
• All Members must be at least 18 years of age.
• Members must not use the Premises or Services for any purpose that is unlawful.
• Members are not permitted to remain in the space after opening hours or overnight.
• CO22 will be closed and access to the Premises will be unavailable on all official UK bank holidays.
• A password protected network is provided for use by Members. Member passwords must not be shared with visitors or third parties. A separate guest network is available for visitors.
• CO22 may, but is not required to, record certain areas in the premises on video for the purposes of security and crime prevention.
• Members must not use the space in a “retail,” “medical,” or other nature involving frequent visits by members of the public.

b. Visitors

• At no time should the number of Members and Visitors exceed the greater of 50% of your allocated seats or 3 Visitors regardless of fees paid.
• Visitors must be registered in advance with reception. Should any individual Visitor access the premises or services for more than 10 hours in any monthly renewal period, you agree to pay the then current daily membership rate for each day or part thereof where the person is present on the premises.
• Visitors are not permitted to use the kitchen area or kitchen facilities.

c. Group Memberships

• Where a plan that allows for additional seats has been purchased, the Primary Member can designate additional members that will be able to access the services by contacting us.
• Additions and changes to the allowed group members can be made via the "Your Account" page.
• You are responsible for informing each of your Members about the sharing of their details and obtaining their consent to the collection, use and disclosure of their personal information for such purposes. By sending us a request to add an individual to your Member List, you are representing and warranting that you have obtained all necessary consent from such individuals.
• You are responsible for ensuring your Members comply with all the terms & conditions within this agreement.

d. Furniture, Fixtures, Fittings & Storage

• Members must not make any alterations to the Premises, facilities, furniture or décor or bring into the premises any furniture or fixtures not provided by us.
• Members must not adjust any heating or ventilation controls in the Premises or use any heating or ventilation equipment not provided by us.
• All desks must be cleared each evening and all Member items removed from the premises.
• If Members need to leave possessions on site there are storage baskets available. Storage is included on Standard plans or higher or at an additional cost on all other plans.
• No storage of large items is available for Members, even on a temporary basis.
• CO22 is not responsible for the theft, loss or damage of any Member’s possessions left on the premises or in the storage baskets.
• Members must make sure all electrical items are unplugged at the end of each day.

e. Space Allocation

• Monthly members will at all times have a space reserved.
• CO22 does not guarantee your specific choice of work position but we will make reasonable efforts to accommodate your preference subject to availability.
• CO22 reserves the right to re-allocate work positions within the Premises for alternatives typical of your membership package with no notice.

f. Common Areas & Consideration of Coworkers

• Common areas are for temporary use by all Members unless notified by us. Members are not to use these areas as places of continuous everyday work.
• The meeting room can be booked in advance at reception to guarantee availability. Bookings are allocated on a first come first served basis and 24 hours notice is required for cancellation. Meeting room time is not transferable. After checking with reception, you are welcome to use the room immediately at short notice if it isn't booked already.
• A kitchen is available for use by members and day pass holders only. Please keep the kitchen area clean and wash and dry any cups, glasses or dishes used.
• Discrete Phone calls are permitted at a low volume. Any call or conversation over five minutes should be taken in the allocated phone call area or in the meeting room if not already pre-booked.
• CO22 is not a silent working environment. Background noise will be present and we encourage Member interaction. It is expected, however, that all Members are respectful of other coworkers and their surroundings.
• Smoking and vaping is not permitted anywhere on the premises at any time.
• Members must use reasonable efforts to cause all doors opened by them to be closed and securely locked behind them.
• Members must not remove, change or install any locks on the Premises.

g. Parking

• No parking is provided on the premises for motorcycles, motor scooters, mopeds, bicycles, scooters, skateboards or other modes of transportation except with prior written consent of CO22.
• Members must not permit or allow any vehicles that belong to or are controlled by them or their employees, suppliers, clients, customers, visitors or invitees to be loaded, unloaded, or parked on the Premises.

7. Disclaimer of Warranties

To the maximum extent permitted by the applicable law, CO22 provides the Services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.

8. Exclusion of Incidental, Consequential and Certain Other Damages

To the maximum extent permitted by the applicable law, in no event shall CO22 or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever, including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of CO22, and even if CO22 has been advised of the possibility of such damages.

9. Non Disparagement

You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding CO22, or any of CO22 officers, directors, employees, personnel, agents, policies, services or products, unless required by law.

10. Limitation of Liability and Remedies

The aggregate monetary liability of CO22 to you or your Members, employees, agents, guests or visitors for any reason and for all causes of action, will not exceed the total fees paid by you to us under this agreement in the 12 months prior to the claim arising.

CO22 will not be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against CO22, whether, in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within 1 year of the cause of action’s accrual.

11. Indemnification

You release, and hereby agree to indemnify, defend and save harmless CO22 and CO22 parent companies or subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, wilful misconduct and fraud in connection with the participation in or use of the Services.

You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any legal fees and costs incurred by CO22 or its respective officers and agents in connection with the defence of such claim or lawsuit.

12. Severability

In the event that any provision or portion of this agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

13. Insurance

CO22 holds public liability and business personal property insurance. It is strongly suggested but not required that you hold a suitable insurance policy to cover yourself and your Members and equipment while using the premises.