Membership Terms & Conditions
Our Agreement
1.1 These Terms and Conditions (“Terms”) apply to all Membership Agreements entered into between: Antidote BTC Ltd, company number 15748223, whose registered office is at 4th Floor, The Bindery, 51-53 Hatton Garden, London, EC1N 8HN (“Antidote”, “we”, “us”, “our”), and the member company or individual identified in the Membership Agreement (“you”, “your”, or “Member”).
1.2 If you have any questions, complaints or comments about your Membership or these Terms then please contact us at members@antidotebtc.com.
Definitions, Words and Phrases
Some of the words and phrases in these Terms have special meanings. Those words are capitalized wherever they have the special meanings given below.
"Additional Fee" means our charges for providing any Additional Services or other services we agree in writing to provide to you other than the Services;
"Additional Services" means printers, copiers and scanners, meeting rooms and lockers if made publicly available in the Premises from time to time;
"Affiliates" means, in relation to a person, any entity that directly or indirectly controls, is controlled by, or is under common control with that person, and includes that person's directors, employees, contractors, subcontractors, agents, professional advisers, service providers, and the property owner’s managing agents and building contractors;
"Antidote Property" means equipment (including IT equipment such as dongles and cables), fixtures, fittings, furnishings, keys, touch cards and other means of access to the Building and the Premises made available by us, the property owner or any of our Affiliates;
"Business Days" Monday to Friday, except bank holidays and public holidays;
"Business Hours" means 09:00 to 18:00 on Business Days;
"Charges" means the Membership Fee, the Member Set-up Fee, the Exit Fee, the Replacement Fee, any Additional Fee and any other fees or amounts payable by you under this Agreement;
"Confidential Information" means any commercial or technical information in whatever form which is disclosed by one Party to the other Party and which is either marked as "confidential" or which would be regarded as confidential by a reasonable business person;
"Data Protection Laws" means all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including the UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) (as amended), and any guidance or codes of practice issued by the UK Information Commissioner or other relevant supervisory authority.;
"Exit Fee" means the total amount payable by you upon expiry or termination of this Agreement, comprising: (a) the cost of repairing or replacing any Antidote Property, if applicable; (b) our reasonable costs and expenses of removing, storing or disposing of any Member Property in accordance with this Agreement; and (c) any other outstanding Charges owed by you under this Agreement;
"Head Lease" means the lease (as amended, varied or replaced from time to time) between Antidote BTC Ltd as tenant and the property owner of the Building;
"Head Lease Requirements" means all obligations, restrictions, covenants, rights, requirements and conditions contained in or arising from the Head Lease that apply to Antidote’s occupation or use of the Premises or any conduct of Members or their Personnel;
“Landlord Charges” means any costs, fees, expenses or charges incurred by Antidote under the Head Lease or otherwise charged by the property owner or its managing agents, arising from or connected with any act or omission of you, your Members, your Personnel or your Visitors;
"Lite Membership" means a Membership with restricted access, limited to a maximum number of visits per calendar month, as specified in the Membership Agreement or Membership Guide;
"Member Property" means any equipment (including electronic devices, hardware and software), documents, things, valuables, property or other possessions brought into, made or generated in the Premises or the Building by you or any Personnel;
"Members" means you and any individual authorised by you to access and use the Premises and receive the Services;
"Membership" means your and your Members' right to access and use the Premises and the Services during the Term;
"Membership Agreement" means the Membership Agreement for your Membership signed by each of us;
"Membership Fee" means as described in the Membership Agreement, as amended in accordance with clauses 7.2 and/or 9.7;
"Membership Guide" means the handbook setting out the rules and principles of the Membership;
"Membership Type" means the category or tier of membership selected in the Membership Agreement (Resident, Nomad, Lite or any other membership type offered by Antidote from time to time);
"Nomad Membership" means a Membership that provides Members with access to hot desks on a shared, non-dedicated and non-exclusive basis, subject to availability and the Membership Guide;
"Permitted Use" means Offices within Class E(g)(i) of the Town and Country Planning (Use Classes) Order 1987 (as amended) in force at the Start Date;
"Personnel" means any Member and any of your other employees, staff or other workers and any of your or a Member's guests and visitors who requires access to the Building from time to time;
"Premises" means such areas of the Building in which Antidote offers services to customers;
"Renewal Period" means the period commencing on expiry of the Initial Term during which the Membership continues on a monthly rolling basis unless and until terminated in accordance with clause 10;
"Replacement Fee" means our charges for replacing Antidote Property;
"Services" means the services provided or made available to you by Antidote or its Affiliates under this Agreement, as set out in clause 4 and any related, incidental or ancillary services connected with your Membership or use of the Premises;
“Set Up Fee” means the fee payable by you for setting up your Membership, as stated in the Membership Agreement;
"Term" means the Initial Term and all Renewal Terms;
"UK GDPR" means the UK General Data Protection Regulation as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018, as amended by The Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419);
"Visitors" means any guest, client, advisor, mentor, investor or other person temporarily invited by you or any Member to attend the Premises but who is not a Member; and
"Workstations" means the number of dedicated desk spaces allocated to you under a Resident Membership (if applicable). Nomad and Lite Memberships do not include dedicated Workstations.
Any capitalized words and phrases used in these Terms and not defined in this clause 2, have the special meanings given to them in the Membership Agreement.
In these Terms, unless the context otherwise requires: the terms "Controller", "Process", "Processing" and "Personal Data" have the meanings given in GDPR or (where applicable) UK GDPR;
a reference to any law or provision of any law includes: (i) any other law made under it; and (ii) any other law which modifies, consolidates, re-enacts or supersedes it whether before or after the date of this Agreement; and
a reference to the words "includes" or "including" will not limit the generality of the words that come before it.
Due Diligence
3.1 You warrant and represent that you have:
(a) had an opportunity to carry out a thorough due diligence exercise in relation to the Membership including in respect of health and safety and neighbouring properties and are satisfied with the suitability and fitness for purpose of the Premises and the Building for your purposes and in accordance with this Agreement;
(b) made your own enquiries to satisfy yourself as to the accuracy and adequacy of any information supplied to you by or on behalf of Antidote; and
(c) entered into this Agreement for the Term in reliance on your own due diligence.
3.2 You will not be entitled to recover any costs from Antidote, withhold any Charges, terminate this Agreement early other than in accordance with clause 9, or be relieved from any of your obligations as a result of your failure to undertake adequate due diligence in accordance with this clause.
Services and Our Obligations
4.1 Subject to payment of the applicable Charges and these Terms, we will use reasonable efforts to provide you and your Members with:
(a) the limited right to access and use the Premises during Business Hours for the Permitted Use and so we can provide the Services to you subject to our rights of access in accordance with this Agreement and the Head Lease;
(b) for Resident Members, a dedicated desk and chair for each Workstation together with Workstation Equipment; and for Nomad and Lite Members, access to hot desks on a shared, non-dedicated, non-exclusive and non-guaranteed basis, subject to the rules set out in the Membership Guide;
(c) non-exclusive access to and use of an Internet connection and kitchenette within the Premises and toilet facilities located anywhere in the Building;
(d) an opportunity to participate in member-only events, benefits and promotions that we offer at the Premises.
4.2 We will make the Premises available and provide the Services to you:
(a) with the care and skill that would reasonably be expected to be exercised by a similar operator engaged in the same type of business and in similar circumstances; and
(b) in accordance with the Head Lease and applicable laws.
4.3 You acknowledge that the Services, including Internet and shared facilities, are provided on an “as available” basis and may be interrupted, suspended or varied at any time for maintenance, security, legal or operational reasons. We do not guarantee uninterrupted access, Internet speed, bandwidth, or availability of any specific facility.
4.4 Nomad and Lite Memberships provide access to hot desks and shared facilities on a non-exclusive, non-dedicated and non-guaranteed basis. Antidote does not guarantee the availability of any desk or workspace at any particular time unless expressly stated otherwise. Access rights, booking priority and any applicable monthly visit limits are determined by the Membership Type. Antidote may vary access arrangements from time to time at its discretion.
4.5 Except as expressly stated, we give no warranties (express or implied) regarding the suitability, fitness for purpose, reliability or availability of the Premises or the Services.
The Premises and Our Rights
5.1 The entire Premises remain our property and in our possession and control. You have no right to exclude or limit our access to the Premises at any time.
5.2 Nothing in this Agreement is intended to or will operate to grant you or any Personnel any title, easement, lien, possession or related rights in our business, the Building or the Premises or anything in or on the Building or the Premises. You agree that this Agreement creates no security of tenure, tenancy interest, leasehold estate or other real property interest.
5.3 You agree that your access to and use of the Premises and the Building, is subject at all times to all rights, regulations, restrictions and covenants affecting the Premises and/or the Building from time to time.
(a) You and your Personnel and Visitors must comply with all Head Lease Requirements. You must not do anything which places Antidote in breach of the Head Lease. If any act or omission by you, any Member, Personnel or Visitor causes or contributes to a breach of the Head Lease, you will fully indemnify us for all resulting losses, costs, Landlord Charges, expenses, liabilities or damages.
5.4 The Antidote Property remains our property at all times, unless otherwise agreed with you in writing.
5.5 Resident Members may leave equipment at their dedicated Workstations. Nomad and Lite Members must not leave any equipment or belongings on desks or in the Premises outside their booked working hours, except in lockers provided for temporary use.
5.6 You must not:
(a) affix, install or remove any items, shelving, screens, cables, blinds, partitions or structures;
(b) apply any signage, branding or vinyls to any part of the Premises or Building;
(c) obstruct corridors or common parts;
(d) change or add any locks;
(e) store equipment or rubbish outside your Workstations (for Resident Members) or outside designated storage areas (for and Lite Members);
(f) interfere with fire safety equipment.
5.7 For operational, legal, regulatory, safety, security, maintenance or business continuity purposes, we or our Affiliates may at any time:
(a) alter, refurbish, maintain or carry out works to the Premises; or
(b) restrict, suspend or otherwise limit access by you, any Member or any Personnel to all or any part of the Premises.
5.8 We will always try to minimise disruption to you and your Members and to provide reasonable prior notice where practicable (although we are not obliged to do so).
5.9 You agree that we, our Affiliates and our sub-contractors may need to access the Premises at any time including for cleaning, maintenance, health and safety and other purposes in connection with performance of the Services and this Agreement.
5.10 We or our Affiliates may, at any time and without any liability to you:
(a) refurbish and/or redecorate the Premises in whole or in part;
(b) replace, maintain and repair Antidote Property in the Premises or made available to you;
(c) reduce the member-only events, benefits and promotions that we offer;
(d) limit your shared Internet connection if your or your Personnel's usage of data is not fair and reasonable;
(e) monitor the use by you and your Personnel of:
(i) the Premises (including by use of wi-fi location analytics) for security and performance reasons; and
(ii) the bandwidth, speed, usage levels and types of traffic transmitted over any Internet connection or communications technology systems provided or made available by Antidote or its Affiliates, including for security, operational performance, service optimisation, misuse detection and compliance monitoring; and
(f) provided it is not to your material detriment:
(i) temporarily move Antidote Property in the Premises;
(ii) modify the Services or Antidote Property provided in this Agreement.
5.11 We have the right to withdraw the means of access to the Premises or the Services of any Member and remove a Member, if in our reasonable opinion the Member has failed to comply with any provision of this Agreement, or if we believe that the means of access are being used in an unauthorised or fraudulent manner.
5.12 You agree that we will no longer permit a Member to (and you will ensure that a Member does not) access or use the Premises or the Services after the Member's removal for any reason.
5.13 You agree that we may create a Member profile for you and each Member for administrative, operational and security purposes.
Your Obligations
6.1 You will:
(a) only use the Premises for the Permitted Use;
(b) not permit any person to access and use the Premises and/or the Services other than the Members and, on a temporary basis, any other Personnel;
(c) not sell, license, transfer, share or otherwise permit any third party to use any Workstation allocated to you (where applicable) or any desk that you occupy under a Nomad or Lite Membership.
(d) comply at all times with: (i) all applicable laws, including health and safety laws, (ii) the Membership Guide attached to this Agreement including any rules specific to the Member’s selected Membership Type, (iii) and all building security procedures, access controls, visitor sign-in procedures and any instructions issued by Antidote;
(e) immediately notify us in writing of any health and safety incidents or material health and safety hazards at the Building or the Premises;
(f) follow all fire safety policies, evacuation procedures, instructions from Antidote Fire Marshals and building fire protocols. You must not block escape routes, interfere with firefighting equipment, or bring hazardous materials onto the Premises;
(g) not install or operate any high-power electrical equipment or any equipment that generates excessive heat, noise or vibration, servers, mining rigs, heaters, cooling units or machinery that may overload the Premises’ electrical capacity or building systems;
(h) give us the information that we reasonably ask for and follow all reasonable instructions we (and any relevant Affiliates or suppliers) give you;
(i) not use the Premises, the Building or the Services for any illegal activity or in any way that interrupts, impairs or otherwise detrimentally affects any other person using the Premises or the Building or any adjacent property;
(j) must not engage in any activity involving money-laundering, fraud, sanctions breaches or unlawful financial services. We may immediately terminate this Agreement if we believe your activities may expose Antidote or the Building to regulatory, legal, financial or reputational risk;
(k) not access or attempt to access the means of access of any other person to the Premises or the Services and immediately notify us if you become aware of or suspect any unauthorised use of any Member's means of access;
(l) not alter any part of the Premises nor install or place any cabling, IT or telecoms connections in the Premises without our prior written consent which we may refuse in our sole discretion;
(m) not cause any damage to the Premises or the Building or any Antidote Property or any property of any other occupier of the Premises or the Building or their personnel;
(n) not do or fail to do anything in the Premises that may breach any necessary consents affecting the Building or the Premises or invalidate our insurance or increase our insurance premium;
(o) immediately notify us by email to members@antidotebtc.com or by phone upon becoming aware that any Antidote Property has been lost, stolen or destroyed and pay us the Replacement Fee on demand. If you notify us that Antidote Property has been stolen, we will act reasonably in investigating the theft before determining responsibility for the Replacement Fee;
(p) take reasonable care of and safeguard the Antidote Property and not dispose of or use the Antidote Property other than in accordance with our instructions; and to keep the Premises in a good and clean condition (subject to our cleaning of fair wear and tear);
(q) ensure that any Member Property is free from corrupt data, viruses, worms and other computer programs and code which might cause harm or disruption to any of our or our Affiliates information and communications technology systems;
(r) upon our request, make available to us any Antidote Property in your or any Personnel's possession for the purposes of replacement, maintenance or repair;
(s) not permit any pet to access and use the Premises; and
(t) promptly notify us if the Primary Member or any of your contact or payment information changes.
(u) not use the Premises as your registered office address or as your principal business address without our prior written consent.
6.2 You may invite Visitors during Business Hours only. Visitors must sign in, comply with this Agreement and the Membership Guide, and remain under your supervision at all times. You are responsible and liable for all acts and omissions of your Visitors. Visitors may not be granted access cards or unsupervised access.
6.3 On request by a Member, we (or a third party on our behalf) may provide technical support to the Member for access to the technical Services offered by us including the Internet. You agree that we (and any of our sub-contractors) may install software onto a Member's computer, tablet, mobile telephone or other electronic device for such purpose where reasonably necessary and you will procure any necessary rights for us and the third party to do so. To the extent permitted by law, technical support is provided "as is" without any warranty or condition (express or implied) and while we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs in the technical services, we and our sub-contractors will not be liable for any loss or damage in connection with our provision of technical support or downloading or installation of software onto a Member's electronic device (including if any manufacturers warranties are voided).
6.4 You are responsible for and will ensure:
(a) that all Personnel comply with this Agreement including the Membership Guide; and
(b) the health and safety of any Personnel using or accessing the Premises and the Building and ensure that no health and safety incidents or hazards are caused by any Member Property.
Changes
7.1 If you wish to make changes to this Agreement, you will send us a notice by email to members@antidotebtc.com detailing the name(s) and email address(es) of any departing Members and/or any proposed new Members and the effective date of the change.
7.2 Any increase in Members:
(a) for Resident Memberships, that exceeds your current Workstations is subject to an increased Membership Fee on the basis of one dedicated desk per Member; and
(b) for Nomad and Lite Memberships, is subject to capacity limits and availability determined by Antidote from time to time.
7.3 The change of Member or increase to your Workstations will only apply once:
(a) we have accepted the change by confirmation to you in writing; and
(b) you have agreed in writing to the increased Membership Fee.
(c) If accepted, the change and, if applicable, the increased Membership Fee will apply from the effective date of the change.
7.4 We may amend these Terms and the Membership Guide from time to time in order to reflect changes to the Membership, the Premises, the Building or for legal, regulatory, security or business reasons. We will give you reasonable notice by email of any changes to these Terms.
7.5 We may reallocate or move Members between Workstations or areas within the Premises at any time for operational, legal, health and safety or building management reasons. We will endeavour to ensure any such relocation is reasonable and proportionate.
Charges
8.1 You agree to pay us the Charges.
8.2 We will invoice you:
(a) upon signature of the Membership Agreement for the Set up Fee and your first monthly Membership Fee; and
(b) on or around the 1st Business Day of each month, for all other Charges.
8.3 We will invoice and you will pay us the Membership Fee and any other monthly recurring Charges, monthly in advance and all other Charges, monthly in arrears.
8.4 You will pay us:
(a) the Set up Fee and your first monthly Membership Fee immediately upon receipt of our invoice by bank transfer;
(b) all other Charges on the last Business Day each month.
8.5 You will pay us the Charges:
(a) in full and in cleared funds to a bank account that we nominate in writing; and
(b) without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.6 You are responsible for having the necessary funds in your bank account for payment of the Charges by Direct Debit. You will pay us a reasonable administration fee if any of your cheques are returned or any of your payments are declined due to insufficient funds in your bank account.
8.7 With effect from the end of the Initial Term, we may increase the Membership Fee for each Renewal Term by a minimum of 5% of the then current Membership Fee and such amount shall be notified to you in writing at the time of renewal.
8.8 All amounts payable by you under this Agreement are exclusive of value added tax (VAT). If VAT becomes chargeable on any supply made by us under this Agreement (including if we become VAT-registered at any time during the Term), we will issue you a valid VAT invoice and you will pay the applicable VAT in addition to the relevant Charges at the same time as payment for the underlying supply is due.
8.9 If you do not make a payment due to us by the due date that is not disputed in good faith, then you will pay us interest of 4% a year above the Bank of England's base rate from time to time on the overdue amount. Interest will apply each day from the due date until payment of the overdue amount, whether before or after judgment. You agree to reimburse us on demand for any legal and other fees and expenses incurred by us in collection of any overdue amount from you.
8.10 If any payment is returned, fails or is not received on time, you will pay a reasonable administration fee to cover processing, collection and recovery costs in addition to interest.
8.11 If you receive an invoice which you reasonably believe in good faith includes a sum which is not valid and properly due you will tell us in writing as soon as reasonably practicable and you will pay us any amount of the invoice which is not in dispute by the due date.
8.12 If any amount remains unpaid for more than 14 days, all Membership Fees for the remainder of the current month become immediately due and payable without prejudice to our right to suspend access under clause 9.9.
8.13 Except as set out in clause 10.2, we will have no obligation to refund you any Charges paid under this Agreement as a result of any suspension, termination or expiry of this Agreement or otherwise.
8.14 You agree that we may discontinue any discount, promotion or offer that we offer to you or which you have the benefit of without notice at any time.
8.15 We will notify you in writing if we become registered for VAT. VAT will be chargeable on the Membership Fee and all other taxable supplies from the effective date of our VAT registration (or such later date specified in the notice).
8.16 If we incur any costs, expenses, charges or Landlord Charges under or in connection with this Agreement as a result of your or your Personnel’s acts, omissions or breach, you must reimburse us in full for the total amount we incur, including any VAT charged to us by the relevant third party. You must reimburse the full VAT-inclusive amount regardless of whether we are VAT-registered at the time the cost is incurred, and we are not required to absorb or finance any VAT arising because of your actions. All such amounts are payable by you as a debt on demand.
Term and termination
9.1 This Agreement begins on the date we confirm in writing that we accept your signed Membership Agreement. Once accepted, you may only terminate this Agreement as set out in clause 9.
9.2 Your Membership will commence on the latest of:
(a) the date both Parties have signed the Membership Agreement;
(b) the Start Date; and
(c) the date the Set Up Fee and your first Membership Fee payment have cleared in our bank account.
(the "Relevant Date").
9.3 Your first monthly Membership Fee will be pro-rated from the actual Membership Start Date to the end of that calendar month. From the following month onwards, Membership Fees will be charged monthly in advance in full.
9.4 You may access and use the Premises and the Services from 10am on the Relevant Date if the Relevant Date is a Business Day or from 10am on the next Business Day after the Relevant Date if the Relevant Date is not a Business Day.
9.5 Following the Relevant Date, this Agreement will continue for the Initial Term and after the Initial Term will automatically renew on a monthly rolling basis until we or you terminate under these Terms. Each of us may terminate this Agreement immediately on notice in writing to the other Party:
(a) if the other Party:
(i) passes a resolution for its winding-up, enters into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), or calls a meeting of its creditors, or has a receiver of all or any of its undertakings or assets appointed or a court of competent jurisdiction makes an order for the winding-up or the dissolution of that Party; or
(ii) being an individual, is deemed either unable to pay its debts or as having no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency Act 1986; or in each case, any similar event occurs in relation to the other Party in any jurisdiction;
(b) if the other Party is in material breach of this Agreement, and if that breach is capable of remedy, fails to remedy that breach within 30 days of that breach being notified to the Party.
9.6 You may terminate this Agreement:
(a) after the expiry of the Initial Term, the Primary Member may terminate this Agreement by giving us not less than 30 days’ prior written notice by email to members@antidotebtc.com. Termination will take effect on the last day of the calendar month in which the notice period ends; and
(b) you will remain liable for all applicable Charges up to and including the effective date of termination.
9.7 We may terminate this Agreement:
(a) at any time by giving you 30 days’ notice in writing, such notice not to expire before: (i) the end of the month during which the Initial Term expires; or (ii) if termination occurs during a Renewal Term, the end of the month during which our notice expires;
(b) immediately on written notice if:
(i) you, any Member, Personnel or Visitor causes or contributes to a breach of the Head Lease:
(ii) you or any Personnel breaches the Membership Guide and/or terms of this Agreement;
(iii) you fail to comply with clause 13.10;
(iv) there is any termination, expiry or loss of our rights in the Premises;
(v) your conduct, activities or statements (or those of any Member or Personnel) pose a reputational, legal or regulatory risk to Antidote or the Building; or
(vi) you fail to pay any amount due under this Agreement on the due date for payment and remain in default after being notified in writing to make such payment; or
(c) if a Force Majeure Event continues for a period of 1 month or more by notice in writing to you at any time after the expiry of such period while the Force Majeure Event continues.
9.8 We will use reasonable efforts to give you as much notice as reasonably practicable of any proposed termination, expiry or loss of our rights in the Premises.
9.9 We may also immediately suspend your Membership (or any part of it) in the circumstances described in clauses 9.7(b) including denying your and your Personnel's access to the Building and the Premises.
9.10 You will remain liable to pay the Charges during any period of suspension of this Agreement.
Consequences of termination
10.1 You and your Members must vacate the Premises and the Building by no later than 17:00 on the date of termination or expiry of this Agreement and must:
(a) by such time, return all Antidote Property;
(b) leave the Building, the Premises and any Antidote Property provided or made available by us in the condition it was in immediately before the Start Date, fair wear and tear excepted and make good to our reasonable satisfaction any alterations or installations you have carried out in or to the Premises; and
(c) leave the Premises clear of all Member Property.
10.2 For the avoidance of doubt:
(a) Resident Members must clear their dedicated Workstations of all equipment and belongings on termination or expiry of this Agreement; and
(b) Nomad and Lite Members must ensure that all personal items, equipment and other belongings are removed from the Premises on the last day of their Membership and that no property remains onsite.
10.3 If we exercise our right to terminate this Agreement:
(a) due to any termination, expiry or loss of our rights in the Premises other than as a result of your default, you will remain liable to pay the Membership Fee up to the termination date and we will refund you for any pre-paid Membership Fee after the date of termination;
(b) for your breach (including if you fail to pay us by the due date), you will remain liable to pay all Charges until the end of the month during which the then current Initial Term or Renewal Term (as the case may be) terminates; and
(c) for any other reason you will remain liable to pay the Charges up to the end of the relevant month during which this Agreement terminates or expires.
10.4 Upon termination or expiry of this Agreement:
(a) you will ensure that no Personnel or pets access or use the Premises or the Services;
(b) we may dispose of any of your or any Member Property remaining in the Premises, provided we have given you reasonable notice before doing so, and you will reimburse us for any reasonable costs and expenses incurred as part of the Exit Fee;
(c) we may invoice you for, and upon receipt of our invoice you will immediately pay, the Exit Fee together with any outstanding Charges due and payable under this Agreement which shall be payable as a debt on demand;
(d) you are responsible for, and we will have no liability for, managing the redirection of any post, packages, telephone calls and visitors to your new premises; and
(e) any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement will remain in full force and effect.
10.5 Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
Confidentiality
11.1 Subject to clauses 11.2 and 11.3, during the Term each of us will treat as strictly confidential all Confidential Information received, obtained or accessed as a result of entering into or performing this Agreement including information which relates to the provisions or subject matter of this Agreement, to any other party or to the negotiations of this Agreement.
11.2 Clause 11.1, will not apply to disclosures of Confidential Information with the consent of the disclosing Party or as required by law, a court order or by the rules of any relevant Stock Exchange or by any relevant regulatory or government authority or to the extent that the information has come into the public domain through no fault of the receiving Party.
11.3 You agree that we may disclose your Confidential Information:
(a) on a confidential basis to our employees, officers, representatives, insurers, professional advisers, consultants and sub-contractors who need to know such information for the purposes of the implementation and/or performance of this Agreement;
(b) to any debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider and to our Affiliates, for fraud prevention, credit checks, debt recovery, crime and money laundering prevention and account management; and
(c) as may be permitted under to Data Protection Laws.
11.4 You acknowledge that the Premises is shared and, subject to clause 13.2, we accept no liability for any unlawful access to your Confidential Information left unattended in the Premises. To prevent unauthorised access, you should take measures to protect your Confidential Information when leaving devices or paperwork unattended. This includes securing devices when unattended.
Data protection & Intellectual Property
12.1 To the extent that we Process your or any Personnel Personal Data for the purposes of this Agreement or for operation, safety or management of the Premises, we will act as a Controller of that Personal Data.
12.2 Each Party will Process all Personal Data in accordance with all applicable Data Protection Laws.
12.3 You will:
(a) ensure that all information and details including Personnel Personal Data that you share with us is lawful, accurate and up-to-date;
(b) notify us without undue delay if you discover an error in any Personnel Personal Data shared with us, to enable us to update our records; and
(c) only provide Personnel Personal Data that is relevant and limited to what is necessary for the purposes of this Agreement.
12.4 You agree that you have:
(a) the right to transfer Personnel Personal Data to us;
(b) either: (i) obtained all necessary consents; or (ii) secured another lawful basis in accordance with Data Protection Laws, and have provided appropriate privacy notices to Personnel to allow you to share their Personal Data with us for the purposes of this Agreement; and
(c) provided all Personnel with a copy of our privacy notice available here (or as otherwise notified to you) so that we may Process Personnel Personal Data for the purposes of this Agreement.
12.5 All Intellectual Property Rights created, developed, authored or generated by you or your Personnel while using the Premises or the Services (“Member IP”) shall remain owned exclusively by you or the relevant creator. We do not claim ownership of, or any rights in, any Member IP.
12.6 Except where reasonably necessary for the operation, safety or security of the Premises, compliance with law, or as expressly permitted under this Agreement, we will not access, use, copy or reproduce any Member IP without your prior written consent.
12.7 Nothing in this Agreement grants you any rights in any Intellectual Property Rights owned or controlled by Antidote or its Affiliates (“Antidote IP”). Antidote IP includes all trademarks, logos, branding, software, systems, documentation, internal processes, marketing materials and any other proprietary materials.
12.8 You must not copy, reproduce, adapt, modify, distribute, reverse-engineer, decompile or create derivative works from any Antidote IP, except as strictly necessary to receive the Services.
12.9 You are solely responsible for ensuring that your activities, your Member IP and the actions of your Personnel do not infringe the Intellectual Property Rights of any third party. You will indemnify us for all losses, damages, liabilities, costs and expenses arising from any actual or alleged infringement by you, your Members or your Personnel.
12.10 Upon termination or expiry of this Agreement, you must remove all Member IP, branding, signage, equipment, data, technology or other materials belonging to you or your Personnel that are located in the Premises or within any Antidote systems.
12.11 You must ensure that all Member Property, Member IP and electronic devices brought into the Premises are adequately secured, encrypted where appropriate, protected against viruses, malware and other harmful code, and do not compromise the security or integrity of Antidote’s or the Building’s systems, in accordance with clause 6.1(p).
Limits on our liability
13.1 In clauses 13.2 to 13.5 "we" means Antidote and its Affiliates and "our" and "us" will be interpreted accordingly.
13.2 We accept liability for death or personal injury caused by our negligence or that of our employees and agents. We do not seek to exclude liability for fraudulent misrepresentation by us or our employees or agents or any other liability that we cannot limit or exclude by law.
13.3 Subject to clause 13.2, we are not liable to you for: (i) any loss not caused by our breach or negligence; (ii) any loss of profits or business interruption; (iii) any loss of revenues; (iv) any loss of goodwill and/or damage to reputation; (v) any loss of data; (vi) any indirect, special, consequential losses; (vii) any damage to mail or deliveries we accept on your behalf; (viii) our removal of any remaining Member Property after termination or expiry of this Agreement; (ix) any Member Property that is lost, stolen or damaged (except where caused by our negligence); and (x) failure to provide the Membership or to meet any of our obligations under these Terms where such failure is due to your breach, delay or requested changes.
13.4 We are not liable for any loss arising from interruptions or failures of building services, including lifts, HVAC, water, heating or electricity, or failures caused by the landlord or its contractors.
13.5 Subject to clauses 13.2 and 13.3, our total liability to you and any of your Personnel for any loss or damage arising out of or in connection with these Terms will be limited to the total Membership Fee you have paid to us under this Agreement in the 12 months prior to the claim arising.
13.6 We will have no liability to you for any claim that is not commenced within 1 year of you becoming aware of (or when you ought reasonably to have been aware of) the cause of action arising.
13.7 Except as set out in these Terms, we specifically exclude all warranties and/or conditions, express or implied, in relation to the Membership and this Agreement including, but not limited to, any implied term, condition, representation or warranty of satisfactory quality or fitness for a particular purpose, to the fullest extent permitted by law.
13.8 We accept no responsibility or liability for, and will have no involvement with, any contact, relationship, dealing or agreement you may have or enter into with any Personnel that you permit to access and use the Premises and any Services. You agree to: (i) compensate and defend us fully against any claims or legal proceedings brought against us by any Personnel in respect of any contact or relationship you may have with them; and (ii) you further agree that you will not involve us in any dispute between you and any Personnel.
13.9 You agree to reimburse us fully on demand for all losses, claims, liabilities and expenses we incur, and to compensate and defend us fully against any claims or legal proceedings brought against us by any other person, as a result of your or your Personnel's breach of this Agreement or any of your or their acts or omissions.
13.10 You will indemnify us fully and on demand for all losses, costs, damages, expenses and Landlord Charges arising from any act or omission by you, your Members, Personnel or Visitors that causes or contributes to a breach of the Head Lease.
13.11 You agree to maintain insurance cover at your own cost with a reputable insurance company to cover your potential liabilities arising under or in connection with this Agreement including insurance for any loss of or damage to Antidote Property and Member Property and for theft of any Member Property to the extent that would be reasonably expected to be taken out and maintained by a reasonable user of the Premises and the Services. You will provide us with a copy of each insurance policy and any relevant renewal receipts upon our reasonable request.
13.12 Certain services may be available to you in the Building and the Premises which are provided by third parties independently of this Agreement. Except for any liability that cannot legally be excluded, you agree that we will have no liability to you under this Agreement in respect of those services.
13.13 Where you comprise two or more persons, the liability for performance of your obligations under this Agreement shall be joint and several.
General
14.1 Primary Member authority: The Primary Member has sole authority to bind you to changes to this Agreement and to terminate it. We may rely on all communications and notices received from the Primary Member. You will notify us promptly if the Primary Member’s details change. If you comprise more than one individual, your liability under this Agreement is joint and several.
14.2 Events outside of the Parties reasonable control: Neither Party will be in breach of this Agreement, or liable for any delay or failure in performance, to the extent caused by circumstances beyond its reasonable control (a “Force Majeure Event”), including fire, flood, earthquake, epidemic, pandemic, war, terrorism, riot, civil disorder, governmental action, utility failures, or, in the case of Antidote, any delay or failure caused directly or indirectly by third parties, including: (i) delays in construction or procurement of the Building or the Premises; or (ii) refusal or withdrawal of any licences, consents or permissions for the Building or Premises. A Party affected by a Force Majeure Event will notify the other as soon as reasonably practicable and will use reasonable endeavours to mitigate its effects.
14.3 Payment of the Charges and obligations on termination: Clause 14.2 does not relieve you of your obligation to pay the Charges or of any obligations that apply on termination or expiry of this Agreement.
14.4 Notices: Notices from us will be sent by email to the Primary Member. Notices from you must be sent by email from the Primary Member’s email address to members@antidotebtc.com. Notices will take effect on the first Business Day after being sent.
14.5 Dealings with this Agreement: We may at any time transfer, assign, novate, declare a trust over, sub-contract or otherwise deal with any of our rights or obligations under this Agreement. This Agreement is personal to you and you may not transfer, assign, novate, charge, declare a trust over, sub-contract or otherwise deal with any of your rights or obligations without our prior written consent; any attempt to do so will be void. You are responsible for the acts, omissions and delays of your Personnel and any pets permitted by us.
14.6 Our relationship: Nothing in this Agreement creates a relationship of landlord and tenant, lessor and lessee, partnership, joint venture or agency between us. Neither of us may bind the other.
14.7 Entire agreement: The Membership Agreement, these Terms, the Membership Guide and any policies referred to in them constitute the entire agreement between you and us and supersede all previous agreements or understandings relating to its subject matter. Neither of us has relied on any statement, representation or warranty not set out in these Terms. If there is any conflict, the documents apply in the following order of priority: (i) the Membership Agreement; (ii) these Terms; (iii) the Membership Guide; and (iv) any referred policies.
14.8 No waiver: A delay or failure by us to exercise any right under this Agreement does not constitute a waiver of that right or any other. A waiver of any default will not be a waiver of any later default. No waiver is effective unless stated in writing.
14.9 Severance: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force.
14.10 Third party rights: Clauses 13.2 to 13.5 may be enforced by our Affiliates. Except as expressly provided in this clause, no one other than you or us has any rights under this Agreement under the Contracts (Rights of Third Parties) Act 1999.
14.11 Law and courts: Any dispute arising under this Agreement will be governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.
14.12 Group claims: Any proceedings relating to this Agreement must be brought on an individual basis and not as a class or group action. Neither Party will seek to consolidate proceedings with another party without the other Party’s prior written consent.
