Licence And Use Agreement

Pro-Forma Licence Agreement

relating to the licence of Workbay(s) and use of Designated Equipment
at 2 Anthony Way, London, N18 3QT

1. Pre-amble

The provisions set out below are incorporated into the terms of each agreement between Building BloQs and a Member in relation to the occupation of a Workbay or use of Designated Equipment (each such agreement being a “Relevant Agreement”). A Relevant Agreement is entered into by the acceptance by Building BloQs of an application by such Member (in this context, the “Relevant Member”) by way of the completion and submission of a Workbay/Equipment Booking Form (in the context the Relevant Agreement and the Relevant Member, the “Relevant Booking Form”) in relation to such Workbay(s) or Designated Equipment (terms being as defined below). It is noted that separate Relevant Agreements will arise in relation to each separate accepted Workbay/Equipment Booking Form, notwithstanding that a new form may have been completed and submitted by a Member in relation to which a Relevant Agreement is already in existence.

2. Interpretation

The following definitions (together with the definitions set out in the Membership Agreement, if relevant) and rules of interpretation apply in to the Relevant Agreement.

2.1 Definitions:

“Ancillary Rights” means the right for the Relevant Member to use during the Designated Hours:

such parts of the Common Parts for the purpose of access to and egress from the Designated Bay as shall from time to time be designated by Building BloQs for such purpose; and
the Service Media serving the Designated Bay.

“Building BloQs”: Building Bloqs At Meridian Works Limited incorporated and registered in England and Wales with company number 10289009 whose registered office is at 2 Anthony Way, London, N18 3QT
“Common Parts”: such roads, paths, entrance halls, corridors, lifts, staircases, landing and other means of access in, upon or within the Workshop the use of which is necessary for obtaining access to and egress from the Designated Workbay and/or Designated Equipment and the Designated Areas as designated from time to time by Building BloQs.
“Competent Authority”: any statutory undertaker or any statutory public local or other authority or regulatory body or any court of law or government department or any of them or any of their duly authorised officers.
“Designated Areas”: the ancillary areas made available by Building BloQs to Members from time to time within and upon the Workshop including but not limited to the BloQs Café, WC facilities, showers, external carparking areas, storage areas and containers, yard space and ancillary buildings.
“Designated Bay”: in the case of a Relevant Booking Form which includes an application to use one or more Workbays and which is accepted by Building BloQs, the Workbay(s) which is/are allocated to the Relevant Member by Building BloQs after it accepts the Relevant Member’s booking (subject to change in accordance with Clause 3.3(d)). The “Designated Bay” shall include all fixtures and fittings and plant and machinery thereon.
“Designated Equipment”: in the case of a Relevant Booking Form which includes an application to use equipment or machinery and which is accepted by Building BloQs, the relevant item of equipment or machinery specified in that Relevant Booking Form to be made available by Building BloQs for use by the Relevant Member.
“Designated Equipment Use Expiry Time”: in the event that the Relevant Booking Form includes an application to use equipment and/or machinery, the time and date specified as being the end of the Relevant Member’s usage period for such equipment and/or machinery.
“Lease”: a lease dated [?? of ??] 2021 and made between the Mayor and Burgesses of the London Borough of Enfield of Civic Centre, Silver Street, Enfield, Middlesex, EN1 3XA and Building BloQs At Meridian Works Limited in relation to the 2 Anthony Way, London N18 3QT.
“Licence Fee”: in the event that the Relevant Booking Form includes an application to occupy one or more Workbays, the fee for use of the Designated Workbay(s) as specified on the pricelist as published on the company website at time of booking.
“Licence Fee Commencement”: in the event that the Relevant Booking Form includes an application to occupy one or more Workbays, the time (if relevant) and date specified in the Relevant Booking Form upon which the Relevant Member’s use of the Workbay is to commence.
“Licence Period”: in the event that the Relevant Booking Form includes an application to occupy one or more Workbays, the period from and including Licence Fee Commencement until the Workbay Licence Expiry Time or, if earlier, the date on which this agreement is determined in accordance with clause 5.
“Membership Agreement”: the membership agreement regulating the rights and obligations of Building BloQs and the Relevant Member in connection with the Relevant Member’s use of the Workshop’s facilities to which this agreement is annexed.
“Necessary Consents”: all planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which shall be required by any Competent Authority for the Permitted Use.
“Operational Hours”: has the meaning given in the Membership Agreement.
“Permitted Use”: the making of and temporary storage of goods.
“Relevant Member”: has the meaning given in clause 1 above.
“Relevant Booking Form”: has the meaning given in clause 1 above.
“Service Media”: all media for the supply or removal of heat, electricity, gas, water, sewage, energy, telecommunications, data and all other services and utilities and all structures, machinery and equipment ancillary to those media.
“Use Fee”: in the event that the Relevant Booking Form includes an application to use Designated Equipment, the fee for use of such Designated Equipment as specified on the pricelist as published on Building BloQs’ website at time of booking.
“Use Fee Commencement”: in the event that the Relevant Booking Form includes an application to use Designated Equipment, the time (if relevant) and date specified in the Relevant Booking Form upon which the Relevant Member’s use of the Designated Equipment is to commence.
“Use Period”: in the event that the Relevant Booking Form includes an application to use Designated Equipment, the period from and including Use Fee Commencement until the Designated Equipment Use Expiry Time or, if earlier, the date on which this agreement is determined in accordance with clause 5.
“VAT”: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement tax and any similar additional tax.
“Workbay”: has the meaning given in the Membership Agreement.
“Workbay Licence Expiry Time”: in the event that the Relevant Booking Form includes an application to use one or more Workbays, the time and date specified as being the end of the Relevant Member’s usage period for such Workbay(s).
“Workbay/Equipment Booking Form”: has the meaning given in the Membership Agreement.
“Workshop”: has the meaning given in the Membership Agreement.

2.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

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

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

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

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

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

2.8 A reference to “writing” or “written” includes e-mail.

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

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

3. Licence to occupy and use

3.1 Subject to clause 4 and clause 5, Building BloQs permits the Relevant Member a licence to occupy the Designated Bay (if any) for the Permitted Use for the Licence Period during Operational Hours in common with Building BloQs and all others authorised by Building BloQs (so far as is not inconsistent with the rights given to the Relevant Member to use the Designated Bay for the Permitted Use) together with the Ancillary Rights.

3.2 Subject to clause 4 and clause 5, Building BloQs grants to the Relevant Member the right to use the Designated Equipment (if any) for the Use Period during Operational Hours in common with Building BloQs together with the Ancillary Rights.

3.3 The Relevant Member acknowledges that, in the case of a Relevant Member which has been permitted to occupy a Relevant Bay:

the Relevant Member shall occupy the Designated Bay as a licensee and that no relationship of landlord and tenant is created between Building BloQs and the Relevant Member by this agreement;
Building BloQs retains control, possession and management of the Designated Bay and the Relevant Member has no right to exclude Building BloQs from the Designated Bay;
the licence to occupy granted by this agreement is personal to the Relevant Member and is not assignable and the rights given in clause 3 may only be exercised by the Relevant Member and its employees; and
without prejudice to its rights under clause 5, Building BloQs shall be entitled at any time on giving not less than 1 days’ notice to require the Relevant Member to transfer to an alternative Workbay within the Workshop and the Relevant Member shall comply with such requirement (which alternative Workbay shall then become the relevant Designated Bay for the purposes of this agreement).

4. Relevant Member's obligations

4.1 The Relevant Member agrees and undertakes to comply with all obligations on it which are set out in the Membership Agreement (which form part of this agreement);

4.2 In the event that the Relevant Member has been granted a licence to occupy a Designated Bay under clause 3.1, the Relevant Member agrees and undertakes:

if the related Licence Period is six months or longer (subject to any credit terms Building BloQs has, in its absolute discretion, agreed with the Relevant Member):

on or prior to Licence Fee Commencement, the Relevant Member will pay to Building BloQs by credit or debit card a deposit in an amount equivalent to the Licence Fee for one calendar month (together with such VAT as may be chargeable on such amount), such deposit to be returned by Building BloQs, subject to deduction to cover any due but unpaid Licence Fee or any repair or remediation work required to be undertaken to the Designated Bay to return it to the state it was in immediately prior to Licence Fee Commencement, as soon as reasonably practicable after the end of the Licence Period; and
the Relevant Member will also pay by credit or debit card to Building BloQs the monthly Licence Fee (or, in respect of any period of less than one calendar month, a proportionately reduced monthly Licence Fee) in advance without any deduction with the first such payment being on or before Licence Fee Commencement (in respect of the period from and including the Licence Fee Commencement to the end of the month following the Licence Fee Commencement) and subsequent payments being on the first day of each month in respect of the such month in each case together with such VAT as may be chargeable on the Licence Fee;

if the related Licence Period is less than six months the Relevant Member will pay (subject to any credit terms Building BloQs has, in its absolute discretion, agreed with the Relevant Member), by credit or debit card, to Building BloQs the Licence Fee in full in advance and without any deduction on or before Licence Fee Commencement together with such VAT as may be chargeable on such Licence Fee;
to keep the Designated Bay clean, tidy and clear of rubbish;
not to use the Designated Bay other than for the Permitted Use;
not to make any alteration or addition whatsoever to the Designated Bay;
not to apply for any planning permission in respect of the Designated Bay;
not to do anything that will or might constitute a breach of any Necessary Consents affecting the Designated Bay;
to comply with all laws and with any recommendations of the relevant suppliers relating to the supply and removal of electricity, gas, water, sewage, telecommunications and data and other services and utilities to or from the Designated Bay;
to observe all general terms and conditions of Building BloQs which Building BloQs notifies to the Relevant Member from time to time governing the Relevant Member's use of the Designated Bay;
to leave the Designated Bay in a clean and tidy condition and to remove the Relevant Member's furniture equipment and goods from the Designated Bay at the end of the Licence Period; and
not to do anything on or in relation to the Designated Bay that would or might cause Building BloQs to be in breach of the tenant's covenants and the conditions contained in the Lease;

4.3 In the event that the Relevant Member has been granted use of any Designated Equipment under clause 3.2, the Relevant Member agrees and undertakes to pay by credit or debit card to Building BloQs the Use Fee in full in advance and without any deduction on or before Use Fee Commencement together with such VAT as may be chargeable on such Use Fee.

4.4 The Relevant Member agrees and undertakes:

to indemnify Building BloQs and keep Building BloQs indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from:

this agreement;
any breach of the Relevant Member's undertakings contained in clause 4; and/or
the exercise of any rights given in clause 3;

not to display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices anywhere in the Workshop without the prior written consent of Building BloQs;
not to do or permit to be done in the Workshop anything which is illegal, or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to Building BloQs or occupiers of the Workshop or any owner or occupier of neighbouring property;
not to cause or permit to be caused any damage to:

any part of the Workshop or any neighbouring property; or
any furniture, equipment or other property of Building BloQs or any other user of the Workshop in the Workshop or any neighbouring property;

not to obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them;
not to do anything that will or might vitiate in whole or in part any insurance effected by Building BloQs in respect of any Workbay or the Workshop from time to time;
to observe all general terms and conditions of Building BloQs which Building BloQs notifies to the Relevant Member from time to time governing the Relevant Member's use of the Common Parts;
not to do anything that will or might vitiate in whole or in part any insurance effected by Building BloQs in respect of the Workshop from time to time.

5. Termination

5.1 The licence granted under clause 3.1 shall automatically end at the Workbay Licence Expiry Time. If, at the Workbay Licence Expiry Time, the Relevant Member does not have the right to use Designated Equipment under Clause 3.2, the Relevant Agreement shall automatically terminate.

5.2 The grant of the use of Designated Equipment under clause 3.2 shall automatically end at the Designated Equipment Use Expiry Time. If, at the Designated Equipment Use Expiry Time, the Relevant Member does not have the right to occupy one or more Workbays under clause 3.1, the Relevant Agreement shall automatically terminate.

5.3 Building BloQs may immediately terminate the Relevant Agreement (by notice to the Relevant Member) in the event that any of the Causes for Immediate Termination (as defined in Section 18 (Termination of Membership) of the Membership Agreement) occur.

5.4 In the event that the Relevant Member breaches any of its obligations under the Relevant Agreement, BloQs may immediately terminate the Relevant Agreement by sending notice to the Relevant Member in writing or by e-mail.

5.5 Termination of the Relevant Agreement shall not affect the rights of either party in connection with any breach of any obligation under the Relevant Agreement which existed at or before the date of termination.

6. Notices

6.1 The notice provisions contained in Section 20 (Notice) of the Membership Agreement apply to each Relevant Agreement.

7. No warranties for use or condition

7.1 Building BloQs gives no warranty that any Designated Bay possesses the Necessary Consents for the Permitted Use.

7.2 Building BloQs gives no warranty that the Designated Bay is physically fit for the purposes specified in clause 3.

7.3 The Relevant Member acknowledges that it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that may have been made by or on behalf of Building BloQs before the date of this agreement as to any of the matters mentioned in clause 7.1 or clause 7.2.

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

8. Limitation of Building BloQs' liability

8.1 Subject to clause 8.2, Building BloQs is not liable for:

the death of, or injury to the Relevant Member, its employees, customers or invitees to the Designated Bay; or
damage to any property of the Relevant Member or that of the Relevant Member's employees, customers or other invitees to the Designated Bay; or
any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by Relevant Member or the Relevant Member's employees, customers or other invitees to the Designated Bay in the exercise or purported exercise of the rights granted by clause 3.

8.2 Nothing in clause 8.1 shall limit or exclude Building BloQs' liability for:

death or personal injury or damage to property caused by negligence on the part of Building BloQs or its employees or agents; or
any matter in respect of which it would be unlawful for Building BloQs to exclude or restrict liability.

9. Third party rights

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

10. Governing law

This agreement 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 England and Wales.

11. Disputes and Arbitration

The dispute resolution provisions contained in sections 22 (Disputes) and 23 (Arbitration) of the Membership Agreement apply to this agreement.

Licence And Use Agreement

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