1.1 The following definitions apply to this Agreement:
Additional Services means the additional services as described in the Commercial Terms.
Employer Account means an account to access the Platform with admin permissions.
Business Day means any day which is not a Saturday, Sunday or public holiday in England and Wales.
Customer Data means any data provided to Flow Space by or on behalf of Customer.
Fees means the fees payable by Customer for the Services as set out in the Commercial Terms.
Force Majeure Event means circumstances beyond the reasonable control of a Party to this Agreement, whether or not reasonably foreseeable at the time of entering into this Agreement, making it impractical to perform its obligations including:
(a) acts of God, flood, storm, drought, earthquake or other natural disaster;
(b) disease, epidemic or pandemic;
(c) compliance with any law or governmental order or World Health Organisation rule, decision, regulation, guidance, recommendation, or direction;
(d) terrorist attack, civil commotion, war or riots;
(e) malicious damage;
(f) nuclear, chemical or biological contamination;
(g) internet outages;
(h) communication outages;
(i) failure of a utility service or transport network;
(j) default of suppliers, contractors or subcontractors;
(k) collapse of building, fire, explosion, breakdown or accident; and
(l) strikes, lock-outs or other industrial disputes (whether involving the workforce of Recast or any other party).
Intellectual Property Rights means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
Payment Terms means the payment terms for the Fees as set out in the Commercial Terms.
Platform means the online platform owned or operated by Flow Space and available at www.flowspace.co and as a mobile app.
Platform Data means data collected by Flow Space.
Services means the services as described in the Commercial Terms including any Additional Services.
Term means the period between the Effective Date and a termination notice by a Party.
Third Party Content means any content of a third party which Customer provides to Flow Space for the provision of the Services (excluding Platform Data).
User means any employee or a third party registered by the Customer as a User on the Platform.
Workspace means a collective workspace listed for booking on the Platform.
1.2 A “person” includes a natural person, corporate or unincorporated body.
1.3 A reference to “writing” or “written” includes email.
1.4 Unless the context otherwise requires, words in the singular include the plural and vice versa.
1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6 A reference to a law is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 The words “include” and “including” (or similar) shall be deemed to have the words “without limitation” after them.
2.1 In consideration of the payment of the Fees, during the Term, Flow Space shall:
2.1.1 provide the Services to Customer;
2.1.2 provide access to the Employer dashboard and all given features;
2.1.3 provide access to Platform including the mobile app to the Users;
2.1.4 provide assistance to Customer via Platform.
2.2 The Services are subject to the sole management of the Customer that may allocate designated credits to the Users via Employer dashboard and the Users may freely use the credits designated to them by the Customer on the Platform for booking a Workspace, subject to the availability at the time of the booking.
2.3 The Users shall be free to cancel a desk booking anytime up to 12 (twelve) hours prior to the booking time. The credits used for a booking which has been cancelled with less than 12 (twelve) hours notice will not be refunded.
2.4 The Users shall be free to cancel a meeting room booking anytime up to 24 (twenty four) hours prior to the booking time. The credits used for a booking which has been cancelled with less than 24 (twenty four) hours notice will not be refunded.
2.5 Any bookings of high value meeting or event space above £500 (five hundred) in booking value will be subject to a separate cancelation policy agreed at the time of booking via email.
2.6 The Customer hereby agrees and undertakes that the Services provided by Flow Space constitute an online booking facility and the provision of workspace related services are procured by each Workspace under its general rules and policies published on the Platform before completing a booking.
2.7 Flow Space may change any aspect of the Services without a prior approval of Customer, provided that such changes shall not materially alter or disrupt Customer’s enjoyment of the Services.
2.8 Flow Space reserves the right to refuse to provide Service to Customer and/or individual Users who, in Flow Space’s reasonable opinion, do not comply with Flow Space’s policies regarding acceptable use.
3. EMPLOYER ACCOUNT REGISTRATION
3.1 Customer will be invited by Flow Space to create an Employer Account in order to access the Platform, for which Customer will need to submit certain information and choose a username and a password.
3.2 Following the creation of Customer’s Employer Account, Flow Space will provide Customer with Employer access to the Platform as further described on the Platform.
3.3 Customer warrants and undertakes that all information supplied during Employer Account registration is truthful, complete and correct. If the information Customer have supplied is incomplete or incorrect Customer agree to indemnify Flow Space if Flow Space is subject to any claims, damages, expenses, costs and liabilities (including legal fees).
3.4 Customer is obliged to ensure all information held about Customer by Flow Space is up to date. Customer can amend its Employer Account details at any time through the Platform.
3.5 Customer shall keep its Employer Account details and password confidential. Customer is solely responsible and liable for any activity that occurs in connection with its Employer Account, whether or not such use was authorised by Customer.
3.6 Customer shall not let anyone else access its Employer Account or do anything else that might compromise the security of its Employer Account.
3.7 If Customer believes its Employer account has been compromised, Customer shall immediately notify Flow Space in writing and modify its Employer Account details and password.
4. CUSTOMER’S OBLIGATIONS
4.1 Customer shall procure that Users:
4.1.1 create user accounts on the Platform and agree the terms of services of the Platform for the Users;
4.1.2 authorise Flow Space to process and transmit their personal data to the Workspaces and Customer in connection with the provision of the Services;
4.1.3 comply with this Agreement, terms of services of the Platform and terms of services and policies of the Workspaces.
4.2 Customer is solely responsible and liable for:
4.2.1 for securing any needed rights for their use by Flow Space for the provision of the Services to Customer and Users (where applicable) as contemplated herein (including for obtaining any licences, permissions, consents, approvals and authorisations);
4.2.2 compliance of the Users to clause 4.1.3;
4.2.3 any consequences for Customer and Users for using the Services.
4.3 Flow Space shall not be liable for any failure to provide the Services due to Customer’s breach of this clause 4.
5.1 Customer shall pay to Flow Space the Fees in accordance with the Payment Terms and this Agreement.
5.2 The Subscription Fees provided under the Commercial Terms may be updated by Flow Space at its own discretion at the expiration of the subscription period and their renewal. If Customer does not wish to use the Services under the revised subscription fees, Customer may terminate this Agreement anytime via Employer Account and unless the Customer does not terminate the Agreement, the Customer shall be deemed to have accepted the new terms.
5.3 All amounts in this Agreement exclude VAT.
5.4 All payments to Flow Space must be made in full and without deductions or set-off.
5.5 Time for payment of Fees to Flow Space is of the essence of the Agreement.
5.6 In addition to any other rights or remedies of Flow Space, if Customer fails to make any payments in accordance with this Agreement:
5.6.1 payment service provider fees due to the failure of payment or cancellation will be charged to the Customer; and
5.6.2 Flow Space may immediately suspend the provision of any Services.
6.1 Each of the Parties warrants that:
6.1.1 it has full power and authority to enter into this Agreement;
6.1.2 it has all the rights necessary for any licence it grants under this Agreement; and
6.1.3 it will perform its obligations under this Agreement in accordance with all applicable laws.
6.2 Flow Space warrants that it will provide the Services with reasonable skill and care.
6.3 Customer warrants, represents and undertakes that:
6.3.1 any information that Customer provides to Flow Space (including any Customer Data and Third Party Content):
(a) are truthful, accurate and will be kept up to date (as applicable);
(b) do not, and will not, infringe, misappropriate, or violate any privacy rights, third party’s rights (including Intellectual Property Rights) and applicable laws;
(c) are not, and will not be, derogatory, libellous, threatening, offensive, harassing, deceptive, abusive, promoting of violence or any illegal activities;
(d) do not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and
(e) do not contain any Confidential Information of third parties.
6.3.2 it will not use the Services in breach of applicable laws, applicable terms of service and applicable licences; and
6.3.3 it will not use the Services to build a product or service which competes with Flow Space or the Services.
7. PROPRIETARY RIGHTS
Flow Space and/or its licensors own all Intellectual Property Rights in the Services, or created by use or operation of the Services. Except as expressly stated in this Agreement, Flow Space does not grant Customer any Intellectual Property Rights in respect of the Services or any related content or materials.
8.1 Customer will indemnify, defend and hold harmless Flow Space (and any of its directors, employees and representatives), from and against any demands, claims, proceedings, costs, damages, losses, liabilities and expenses (including legal fees) arising from any claim, suit, action or proceeding by a third party (“Claims”) based upon or arising out of or related in any way to:
8.1.1 Customer’s and/or Users’s use of the Services;
8.1.2 Customer Data and Third Party Content.
8.2 Customer shall not settle any Claim or admit to any liability, without the express prior written consent of Flow Space.
8.3 Flow Space will indemnify, defend and hold harmless Customer (and any of its directors, employees and representatives) from and against any and all Claims arising out of any claim, demand, action or proceeding based upon or in any way related to (a) breach by Flow Space of any representation, warranty, covenant or other provision herein made by Flow Space, (b) from acts or omissions of Flow Space, (c) any Claim that the Services or Platform violates any law or regulation or violates or infringes the intellectual property rights of any third party (except to the extent such claim relates solely to Flow Space’s use of Customer Data or Third Party Data as originally provided by Customer under this Agreement).
8.4 For the avoidance of doubt, the Customer hereby agrees and undertakes that any dispute that may arise between the Customer and/or the User and/or Workspaces shall be resolved between the relevant parties of the dispute and Flow Space shall not be a party of such dispute.
9.1 In this clause, “Confidential Information” means any information or Intellectual Property Rights that are clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information includes the Services, Customer Data and Flow Space Platform Data and excludes any information which:
9.1.1 is or becomes publicly known other than through a breach of this Agreement;
9.1.2 was in the receiving Party’s lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
9.1.4 is independently developed by the receiving Party and that independent development can be shown by written evidence; or
9.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each Party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party will use the other’s Confidential Information for any purpose other than the implementation of this Agreement or as otherwise permitted by this Agreement.
9.3 Each Party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement.
9.4 This clause 9 will survive termination of this Agreement for a period of 5 years.
10. LIMITATION OF LIABILITY
10.1 This clause 10 sets out Flow Space’s entire liability (including any liability for the acts or omissions of its directors, employees and representatives) to Customer:
10.1.1 arising under or in connection with this Agreement;
10.1.2 in respect of any use made by Customer and/or any User of the Services or any part of them;
10.1.3 in respect of the use of a Workspace and any dispute between the Customer, User and Workspace;
10.1.4 in respect of any loss or accidental unauthorised disclosure of Customer Data or Third Party Data; and
10.1.5 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
10.2 Customer assumes sole responsibility for its use of the Services, and for the results of, or conclusions drawn from, such use. Flow Space will have no liability for any damage caused by errors or omissions in any part of the Services.
10.3 The Services are provided “as is” to the fullest extent permissible pursuant to applicable law. Flow Space disclaims all warranties and conditions express or implied, including implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Services, their use and the results of such use. Flow Space specifically disclaims any warranty:
10.3.1 in respect of Third Party Content;
10.3.2 in respect of Customer Data;
10.3.3 that the Services and their availability will be uninterrupted or error-free;
10.3.4 that defects will be corrected;
10.3.5 that there are no viruses or other harmful components;
10.3.6 that the security methods employed will be sufficient; and
10.3.7 regarding correctness, accuracy, or reliability.
10.4 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law.
10.5 Nothing in this Agreement excludes the liability of Flow Space:
10.5.1 for death or personal injury caused by Flow Space’s negligence;
10.5.2 for fraud or fraudulent misrepresentation; or
10.5.3 any statutory liability not capable of limitation.
10.6 Subject to clause 10.5, Flow Space will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any Third Party Content, loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement.
10.7 Subject to clause 10.5, Flow Space’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to the total amount of Fees actually received by Flow Space in the 12 months period preceding the date on which the relevant claim arose.
11. TERM AND TERMINATION
11.1 This Agreement will commence on the Effective Date and will continue until the expiration of the Term.
11.2 Flow Space may, at its sole discretion, without notice and without liability to Customer, terminate or suspend the Services in the event that Flow Space reasonably considers that:
11.2.1 Customer violates this Agreement;
11.2.2 Any User violates the terms of services of Flow Space or a Workspace;
11.2.3 Customer or User attempts to abuse or exploit the Services; or
11.2.4 Flow Space is unable to continue to provide the Services due to technical or legitimate business reasons.
11.3 This Agreement can be terminated by either Party if the other Party:
11.3.1 is in material breach of this Agreement and (if remediable) fails to remedy such breach within 14 days of a written request notice from the other Party to do so; or
11.3.2 ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts.
11.4 Customer may terminate this Agreement anytime during the term via Employer Account. Any Fees paid up to the date of such termination by Customer are non-refundable. The Customer may continue to use the Platform and Services until the end of the subscription month and/or the expiration of the on demand credits selected and paid for in accordance with the Commercial Terms.
11.5 On termination of this Agreement for any reason:
11.5.1 all licences granted under this Agreement will immediately terminate;
11.5.2 each Party will return or destroy (at the other Party’s discretion) all Confidential Information in its possession within 5 Business Days; and
11.5.3 Customer shall immediately pay all outstanding Fees due to Flow Space.
11.6 The accrued rights and remedies of the Parties will survive termination of this Agreement for any reason.
11.7 Clauses 1, 3.2, 4.1, 5 (in respect of any unpaid Fees), 6 – 11 (inclusive), 14 – 26 (inclusive) shall survive termination.
12. DATA PROTECTION
The Data Processing Addendum in Schedule 1 shall apply in respect of any personal data processed under this Agreement.
Each Party may, in its marketing materials, on its website and its presentations, refer to the other as the customer or supplier of the Services respectively.
14. FORCE MAJEURE
14.1 If a Party is prevented, hindered or delayed in or from performing any of its obligations under or in connection with this Agreement by a Force Majeure Event (expect for its payment obligations), the affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations (expect for its payment obligations).
14.2 The affected Party claiming the Force Majeure Event shall promptly notify the non-affected Party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
14.3 If any Force Majeure Event occurs, the dates for performance of the affected obligations shall be postponed for so long as is made necessary by the Force Majeure Event, provided that if any Force Majeure Event continues for a period of or exceeding thirty (30) consecutive days, the non-affected Party shall have the right to terminate this Agreement immediately on written notice to the affected Party.
14.4 The affected Party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event.
15.1 A waiver of any right or remedy under this Agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
15.2 A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any 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. A waiver of any right under this Agreement is only effective if it is in writing.
If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) will remain in force.
Customer will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Flow Space.
18. THIRD PARTY RIGHTS
This Agreement does not confer any rights on any person or party who is not a Party to this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
19.1 Any notice required to be given under this Agreement will be in writing and will be sent by email to the respective email addresses set out in the Commercial Terms.
19.2 Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9:00 am on the first Business Day following despatch).
20. NO PARTNERSHIP OR AGENCY
20.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
20.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
21. ENTIRE AGREEMENT
This Agreement constitutes the whole agreement between the Parties and supersedes any previous agreement between them.
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
23. GOVERNING LAW AND JURISDICTION
This Agreement will be governed by, and construed in accordance with, the laws of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English and Welsh Courts.
24. changes to the STANDARD TERMS
24.1 Flow Space reserves the right to update these Standard Terms from time to time.
24.2 Flow Space will provide Customer with reasonable notice prior to making any changes to these Standard Terms. Customer’s continued use of the Services after the posting of the revised Standard Terms on the Platform, will be deemed Customer’s acceptance of the revised Standard Terms.
24.3 If Customer does not wish to use the Services under the revised Standard Terms, Customer may terminate this Agreement by giving 14 days’ written notice to Flow Space. Any Fees paid up to the date of such termination by Customer are non-refundable.
DATA PROCESSING ADDENDUM
1.1 In this data processing addendum (“DPA”) the following capitalised terms shall have the meanings set out below:
Customer Personal Data means any Personal Data Processed by Flow Space in connection with the provision of the Services under the Agreement (including the Users’ data, Customer Data and Platform Data);
Data Regulation means any data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including the Data Protection Act 2018 and EU General Data Protection Regulation 2016/679 (“GDPR”) or Privacy and Electronic Communications Directive 2002/58 where applicable or any amendments to them or replacements of them;
Sub-processor means any entity or person (excluding an employee of Flow Space) appointed by or on behalf of Flow Space to Process Customer Personal Data on behalf of the Customer in connection with the Agreement.
1.2 The terms “Data Controller”, “Data Processor”, “Data Subject”, “Member State”, “Personal Data Breach” and “Processing” shall have the meanings given to them in the Data Regulation.
2.1 The terms of the Agreement shall remain in full force and effect unless specified otherwise.
2.2 In the event of inconsistencies between the provisions of this DPA and the Agreement, this DPA shall take precedence, unless explicitly agreed otherwise in writing.
2.3 This DPA shall only apply to the extent that Flow Space is Processing Customer Personal Data. This DPA shall only apply to the extent that, in the course of Flow Space providing the Services to the Customer, Flow Space is deemed a Data Processor pursuant to the Data Regulation (including, for the avoidance of doubt, where the Customer is in fact a Data Processor for a third party principal Data Controller, and Flow Space is a sub-processor in respect of the Customer).
2.4 The Customer instructs Flow Space to process Customer Personal Data as reasonably necessary for the provision of the Services.
3. OBLIGATIONS OF THE PARTIES
3.1 The Parties acknowledge that the Customer is acting as sole Data Controller in respect of Customer Personal Data Processed in the provision of the Services and provided by or on behalf of the Customer to Flow Space, and Flow Space will be acting as Data Processor in respect of the same.
3.2 The Customer instructs Flow Space to process Customer Personal Data as reasonably necessary for the provision of the Services and consistent with the Agreement. In particular, Customer instructs Flow Space to process the data set out in the table below.
3.3 Both Parties will comply with all applicable requirements of the Data Regulation.
3.4 Without prejudice to the generality of Clause 3.2, the Customer will ensure that it has all necessary and appropriate consents and notices in place to enable lawful (i) transfer of the Customer Personal Data to Flow Space; and (ii) Processing by Flow Space of the Customer Personal Data, for the purposes of the Agreement.
3.5 In relation to any Customer Personal Data Processed in connection with the performance by Flow Space of the Services, Flow Space shall:
3.5.1 only process Customer Personal Data on the Customer’s documented instructions, including in respect to transfers of Customer Personal Data to a country outside of the European Economic Area (EEA), unless Processing is required by applicable laws in which case Flow Space shall, to the extent permitted by applicable laws, inform Customer of that legal requirement prior to the relevant Processing of the Customer Personal Data;
3.5.2 take reasonable steps to ensure the reliability of its staff who have access to Customer Personal Data, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;
3.5.3 taking into account the nature, scope, context and purpose of the Processing, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR;
3.5.4 taking into account the nature of the Processing and the information available to Flow Space, Flow Space shall, to a commercially reasonable extent, assist the Customer (i) by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests to exercise Data Subject rights laid down in Chapter III of the GDPR and (ii) in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR; and
3.5.5 notify the Customer without undue delay on becoming aware of a Personal Data Breach relating to the Customer’s Personal Data.
3.6 Flow Space shall make available to the Customer information strictly necessary to demonstrate compliance with the obligations laid down in this DPA, including to allow for and contribute to reasonable audits (at the Customer’s sole cost), conducted by the Customer or an auditor designated by the Customer.
4. SUBPROCESSING OF CUSTOMER PERSONAL DATA
4.1 Customer hereby grants a general authorisation to Flow Space to engage Sub-processors. Flow Space shall inform Customer of any intended changes concerning the addition or replacement of Sub-processors.
4.2 With respect to each proposed Sub-processor, Flow Space shall ensure that the arrangement between Flow Space and Sub-processor, is governed by a contract including:
4.2.1 terms which offer at least the same level of protection for Customer Personal Data as those set out in this Agreement; and
4.2.2 terms which meet the requirements of Data Regulation.
4. DETAILS OF PROCESSING
This table includes certain details of the Processing of Customer Personal Data:
|Subject matter and duration of the Processing of Customer Personal Data:||The subject matter and duration of the Processing of Customer Personal Data are set out in this Agreement.|
|The nature and purpose of the Processing of Customer Personal Data:||To provide the Services.|
|The types of Customer Personal Data to be Processed:||Full name|
|The categories of Data Subject to whom Customer Personal Data relates:||Customer|
|The obligations and rights of the Customer:||The obligations and rights of Customer are set out in this Agreement.|