Bludesks.com Limited Workspace Partner Terms and Conditions (Terms)
Last Modified: 1st February 2022
1. Background
1.1 BluDesks provides an online platform (Online Platform).
1.2 Landlords and other providers of commercial space (Workspace Partners) advertise available space (Workspace) by creating and posting Workspace Details related to their Workspace (Listings) onto the Online Platform that are then visible and available for Customers to book via the Online Platform.
1.3 The Online Platform connects Workspace Partners with users seeking Workspace (Customer). The Customer can search Workspace Listings through www.bludesks.com (Website) and via the BluDesks Android and IOS apps (Apps) and book and pay on the Online Platform subject to BluDesks' Customer terms and conditions (Customer Conditions).
1.4 These Terms govern the relationship and use of the Service by Workspace Partners.
1.5 If you use the Service you become the Workspace Partner and represent and warrant that you are authorised to act on behalf of and bind your company or organisation to these Terms in respect of any actions taken in connection with the Services herein including but not limited the appropriate legal and regulatory authority over the Workspace to make Listings, receive Bookings and associated payments from Customers.
1.6 The Workspace Partner warrants to respond promptly and accurately to requests from BluDesks for additional information that BluDesks deems necessary to determine the Workspace Partner's authority to act on behalf of a company or organisation. BluDesks may suspend or terminate access to Services and access to accounts if it comes to BluDesks' attention the Workspace Partner is not authorised to act on behalf of a company or organisation.
2. Definitions
2.1 The following definitions apply in these Terms:
Advance Booking: a request by a Customer to a Workspace Partner via the Online Platform for a specific Workspace and associated Facilities for a specific future date and time and for a specific price for which affirmation or decline will be provided by the Workspace Partner to the Customer via the Online Platform.
Agreed Commission Rate: the percentage of Workspace Fees earned by BluDesks.
Applicable Data Protection Laws:
a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
b. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Bludesks is subject, which relates to the protection of personal data.
Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services.
Booking: either an Advance Booking or an Instant Booking.
Business Days: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Cancelled Booking: a Confirmed Booking that is subsequently cancelled in accordance with the cancellation policies in Clause 8.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in accordance with Clause 13.4 and Clause 13.5.
Confirmed Bookings: A Booking confirmed to a Customer by a Workspace Partner through the Online Platform unless subsequently becoming a Cancelled Booking in accordance with the cancellation policies in Clause 8.
Facilities: optional services offered by a Workspace Partner that can be purchased by a Customer for a specific Workspace through the Online Platform including but not limited to refreshments, other dining, IT facilities not otherwise offered as inclusive within the Workspace Fees, etc.
Guests: employees or guests of the Customer including but not limited to actual, previous or potential clients, representatives, officers, consultants, advisers, contractors and sub-contractors. This also includes pets to the extent permissible by the Workspace Partner and indicated as such in the Workspace Details.
Instant Booking: a request by a Customer to a Workspace Partner via the Online Platform for a specific Workspace and associated Facilities for a specific future date and time and for a specific price for which affirmation will be provided instantly by the Workspace Partner to the Customer.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights including in computer software, rights to inventions, designs and design rights, trademarks, trade secrets, service marks, business names and domain names, logos, rights in get-up, right to sue for passing off (or unfair competition), computer software, goodwill and the right to sue for passing off, rights in designs, goodwill, inventions, drawing, database rights, technical data, data, reports, process information, rights to use, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Levy Fee: 3% levy fee for processing Customer card payments.
Party: each a Party and together the Parties:
a. Bludesks.com Limited incorporated and registered in England and Wales with company number 12164261 whose registered office is at 95 Mortimer Street, London, W1W 7ST ("BluDesks"), and
b. The Workspace Partner.
Personal Data: data inputted by the Customer, Workspace Partner or BluDesks for the purpose of the Workspace Partner using the Services or the Customer's use of the Online Platform.
Services: include the capability for Workspace Partners to create and promote Listings that can be searched by Customers, and for Workspace Partners to receive Bookings and associated benefits as set out in these Terms through the BluDesks Online Platform.
Viruses: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
Workspace Details: information provided by a Workspace Partner in a Listing including details about a specific Workspace including Workspace address, Workspace type (e.g., meeting room, coworking space, private office, conference centre), Workspace size (e.g., space for up to 8 people), images of actual Workspace, Workspace Fees, Workspace opening and closing times, Workspace bookable periods (e.g., 1 hour, 1/2 day, day, week, month), a PDF of the Workspace Partner Conditions in accordance with Clause 3.3 and features including display screens, Wi-Fi, and such other information the Workspace Partner wishes to provide and is enabled to do so via the Online Platform.
Workspace Fees: as specified in Clause 7 all fees and any applicable taxes paid by a Customer for Confirmed Bookings including Facilities and recognising Cancelled Bookings if applicable in accordance with the Workspace Details.
3. Terms that apply in this business relationship
3.1 The Workspace Partner's use of the Service is subject to these Terms and by using the Service the Workspace Partner agrees to be bound by them, and the Acceptable Use of Website Policy, App Terms and Conditions and Privacy Policy which constitute integral parts of these Terms.
3.2 These Terms govern the relationship between BluDesks and the Workspace Partner. They do not govern the relationship between the Customer and the Workspace Partner with regards to the use of the Workspace ("Workspace Partner Conditions").
3.3 Notwithstanding that the BluDesks Conditions specify that a Customer must comply with the Workspace Partner Conditions, it is the sole responsibility of the Workspace Partner, should it so wish, to provide the Workspace Partner Conditions to the Customer which it may do at its sole discretion by adding a PDF of the Workspace Partner Conditions into the Listings together with the Workspace Details. It is intended that the Workspace Partner Conditions would include usage rules only and as such it is explicitly agreed by the Workspace Partner in accepting these Terms that in the event of any conflict including but not limited to any policies related to payment, cancellation, insurances, etc., that are not use of workspace then these Terms shall apply. Any standard terms which you may use will not apply in this relationship unless agreed in writing by both parties.
3.4 The Customer will be solely responsible for performing the obligations of the Workspace Partner's terms and conditions and not BluDesks.
3.5 BluDesks will rely on these Terms as setting out the written terms of agreement with the Workspace Partner. BluDesks reserves the right to and will change these Terms from time to time. If BluDesks believes that the changes are material then BluDesks will notify you of these updates unless immediate changes are required due to Applicable Law or other business regulations or requirements in which case no notification shall be provided. Workspace Partners will on receiving notice of material changes be able to decide whether to continue with the Services or Terminate the Terms in accordance with Clause 10. Changes will be effective immediately upon the posting of the changes unless otherwise specified. The Workspace Partner is responsible for ensuring it reviews and becomes familiar with any changes. The Workspace Partner shall be deemed to have accepted such updates, amendments or supplements following continued use of the Services.
4. Registration, account security and use of the online platform
4.1 The Workspace Partner may access and use the Website and App by downloading, installing and using the Website and App. BluDesks may from time to time provide upgrades and updates to the Website and / or App. The Workspace Partner agrees to download and install such upgrades and updates and to only use the latest version of the Website and App. BluDesks will not be liable for any losses incurred where the Workspace Partner has not installed such upgrades and updates.
4.2 The Workspace Partner shall ensure that the App is used by the Workspace Partner strictly in accordance with the instructions and documentation as may be updated by BluDesks from time to time.
4.3 Prior to registering for the Service with BluDesks the Agreed Commission Rate shall be agreed in writing between the Workspace Partner and BluDesks. If the Workspace Partner and BluDesks mutually agree to change the Agreed Commission Rate after commencement of the Service, then this shall also be required to be in writing between the Workspace Partner and BluDesks.
4.4 On written confirmation of the Agreed Commission Rate by BluDesks the Workspace Partner must register for an end-user account via BluDesks Website or App to use the Service. This account will be personal to the Workspace Partner and will include, but not be limited to, information such as:
4.4.1 Details about the Workspace Partner;
4.4.2 A mobile phone or email for account verification;
4.4.3 Account details for Settlement Amounts to be paid into in accordance with Clause 7; and
4.4.4 A login identification and password.
4.5 The Workspace Partner is solely responsible for ensuring that the end-user account details are correct at all times.
4.6 The Workspace Partner shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify BluDesks in writing.
4.7 The Workspace Partner must notify BluDesks by email immediately if their login details are revealed or accessed inadvertently or otherwise, or they become aware of any unauthorised use or loss of the account. BluDesks will temporarily suspend use of the account, conduct necessary investigations and take any necessary action. The Workspace Partner acknowledges and agree this is likely to take a reasonable amount of time for BluDesks to undertake.
4.8 The Workspace Partner must notify BluDesks by email if they retrieve any Personal Data or data of any other Workspace Partner, Customer or third party using the Website or App that is not directly required for the Service and such information shall be destroyed by the Workspace Partner and prior to and after such destruction shall be kept confidential and shall not be divulged to any other person.
4.9 The Workspace Partner acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. BluDesks makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party websites, or any transactions completed, and any contract entered into by the Workspace Partner, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Workspace Partner and the relevant third party, and not BluDesks. BluDesks recommends that the Workspace Partner refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. BluDesks does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
5. Workspaces and workspace details
5.1 The Workspace Partner will be solely responsible for providing regular maintenance, ensuring cleanliness, furnishings, internet, access, electricity, heating, air-conditioning, use of communal areas and any features or Facilities stipulated by the Customer and the Workspace Details for use at the time of the Customer's Confirmed Booking and in compliance with all applicable laws, regulations and building or estate and other area specific requirements.
5.2 If the Customer has any specific questions about Workspaces including but not limited to ventilation and air-conditioning, health and safety, ESG matters or other requirements, these will be directed to the Workspace Partner to reply within 4 Business Hours.
5.3 The Workspace Partner must have clear and available network connection instructions for the Customer and ensure a high degree of WiFi security. The Workspace Partner is solely responsible for shared internet access provided to all users at the building of the Workspace Partner including the Customer.
5.4 The Workspace Partner shall accurately and truthfully provide and when appropriate update the Workspace Details including the Workspace Fees and costs for Facilities by Workspace into the Listings. In the event of any conflict between the Workspace Fees that are currently charged by a Workspace Partner and the Workspace Fees that are promoted by the Workspace Partner in the Listings, including any discounts promoted by the Workspace Partner that inadvertently remain on the Listing after the discount no longer applies, then the Workspace Partner agrees to the Workspace Fees as promoted in the Listing irrespective of the inaccuracy until the inaccuracy is corrected. For the avoidance of doubt in the event that such an inaccuracy is found after a Customer has made a Confirmed Booking for the Workspace at an inaccurate Workspace Fee, or potential Customer has made an Advanced Booking request that has not yet become a Confirmed Booking at an inaccurate Workspace Fee, then the Workspace Fee as at the time of making the Confirmed Booking or Advanced Booking shall apply even if the Workspace Fee has subsequent to making such a Confirmed Booking or Advanced Booking been corrected.
5.5 The Workspace Fees provided in the Listings shall be no higher than those offered to a Customer through any comparable service to the Service including any Workspace Fees provided over the phone, in person or by electronic or physical message, or via any online platform provided by the Workspace Partner. For the avoidance of doubt this includes the Workspace Partner not providing discounts of any form that make the Workspace a lower price to book than a comparable period booking being made through the Service. The Workspace Partner recognizes that any breach in this Clause 5.5 would result in a rightful claim of loss of earnings in favour of BluDesks and the Workspace Partner agrees to fully compensate BluDesks for any such breach.
5.6 BluDesks reserves the right to remove or make non material amendments to any Listing if it, in its sole discretion, it considers the Listing to be in accurate or objectionable for any reason including but not limited to it being unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitating illegal activity, depicting sexually explicit images promoting unlawful violence, being discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, containing a Virus, otherwise illegal or causing damage or injury to any person or property, subject to third party claim, or in violation of these Terms.
5.7 The Workspace Partner acknowledges that it is at BluDesks sole discretion to determine the order or positioning of a Listing in the Online Platform.
6. Bookings
6.1 When the Workspace Partner's Listing has been reviewed and accepted by BluDesks, the Workspace appears live on the Website and App and the Workspace Partner's Workspace may at the sole discretion of the Workspace Partner be available for Instant Booking or Advance Booking.
6.2 If the Workspace Partner opts for Instant Bookings, rather than Advance Bookings, then a Customer may book the Workspace Partner's Workspace automatically on the Website and App without needing to submit a booking query to the Workspace Partner.
6.3 Instant Bookings will be confirmed to the Customer by the Workspace Partner via the Online Platform. The Online Platform will send the Customer and the Workspace Partner an email, text message or message via the App confirming the Booking as a Confirmed Booking including date and time and facilities required by the Customer.
6.4 If the Workspace Partner opts for Advanced Bookings, rather than Instant Bookings, then a Customer may book the Workspace Partner's Workspace by sending a booking query to the Workspace Partner through the Online Platform.
6.5 The Workspace Partner will either affirm or decline the booking query to the Customer via the Online Platform within 4 Business Hours or the booking query will be automatically cancelled and BluDesks at its sole discretion may assist the potential Customer with an alternative Workspace from the Workspace Partner or other workspace partners.
6.6 If the Workspace Partner confirms the booking query then the Online Platform will send the Customer and the Workspace Partner an email, text message or message via the App confirming the Booking as a Confirmed Booking including date and time including facilities required by the Customer.
6.7 On occasion a potential Customer may request via BluDesks a site visit prior to making a Booking. The Workspace Partner herein agrees to try to accommodate such a request as and when the potential Customer requests such a site visit and in such a case the Workspace Partner agrees that should the potential Customer decide to place a booking for the Workspace that whether or not the Customer makes a Confirmed Booking via the Online Platform or another platform including any platform operated by the Workspace Partner then BluDesks shall receive the Agreed Commission.
6.8 If a potential Customer visits the Workspace Partner without a confirmed Booking then the Workspace Partner shall, at its sole discretion, either reject the potential Customer or assist the potential Customer to make a Confirmed Booking via the Online Platform.
6.9 The Workspace Partner agrees that it would not under any circumstance directly approach a Customer, or potential Customer, introduced by BluDesks at any time, to book directly for any Workspace unless that approach results in a Booking through the Service or is agreed in advance in writing by BluDesks. The Workspace Partner recognizes that any breach in this Clause 6.9 resulting from the Workspace Partner soliciting BluDesks' Customers and potential Customers would result in a rightful claim of loss of earnings in favour of BluDesks and the Workspace Partner agrees to fully compensate BluDesks for any such breach.
7. Payment and commission
7.1 BluDesks will pay the Workspace Partner the Workspace Fees for all Confirmed Bookings of Workspaces, subject to Cancelled Bookings terms if applicable and as outlined in Clause 8, less the Agreed Commission Rate and less the Levy Fee and taking into due-consideration any local taxes (Settlement Amount).
7.2 BluDesks shall provide the Workspace Partner with a statement (Settlement Notification) at the end of the calendar month in which the Workspace is used by a Customer detailing the Settlement Amount and after receiving an invoice from the Workspace Partner (Settlement Invoice) from the Workspace Partner for the Settlement Amount BluDesks shall pay the Workspace Partner the amount specified in the Settlement Invoice within 5 Business Days unless otherwise stated in the Settlement Invoice to the account specified by the Workspace Partner in accordance with Clause 4.4.3 above.
7.3 For payments made to BluDesks by Customers in currencies other than GBP for non-UK Bookings BluDesks will deduct local currency processing costs at the prevailing daily rate from the Settlement Amount when paying the Workspace Partner.
8. Cancelled bookings
8.1 If a Customer notifies BluDesks that it wishes to cancel a Confirmed Booking:
8.1.1 Within 24 hours of the Confirmed Booking start time then BluDesks will pay the Workspace Partner 100% (one hundred percent) of the Settlement Amount that would have been applicable if the Confirmed Booking had proceeded and had not been a Cancelled Booking.
8.1.2 Between 24 and 72 hours of the Confirmed Booking start time then BluDesks will pay the Workspace Partner 50% (fifty percent) of the Settlement Amount that would have been applicable if the Confirmed Booking had proceeded and had not been a Cancelled Booking.
8.1.3 More than 72 hours before the Confirmed Booking start time then the Workspace Partner will not receive any Workspace Fees for the Cancelled Booking.
8.2 If a Workspace Partner needs to cancel a Confirmed Booking prior to the start time of the Confirmed Booking then it shall notify BluDesks immediately and:
8.2.1 The Workspace Partner will reasonably endeavour to find an alternative space (Alternative Workspace) for the Customer equivalent or better in features than the cancelled Workspace for the same time and location and at the same price as the cancelled Confirmed Booking. Details of the proposed Alternate Workspace shall be provided to BluDesks for BluDesks to propose to the Customer. It will be at the Customer's sole discretion whether or not to proceed with the proposed Alternative Workspace.
8.2.1.1 If the Customer accepts the Alternative Workspace then that Alternative Workspace and associated features and pricing will be treated as the Confirmed Booking in place of the original Confirmed Booking.
8.2.1.2 If the Customer does not accept the Alternative Workspace the Customer would not be liable to pay Workspace Fees and for the avoidance of doubt no Settlement Amount would be payable by BluDesks to the Workspace Partner for the Cancelled Booking.
8.2.2 If more than 24 hours written notice is received by BluDesks from the Workspace Partner regarding the Workspace Partner's cancellation of a Confirmed Booking and no Alternative Workspace is subsequently found to be acceptable to the Customer then BluDesks shall reasonably endeavour to organise an alternative workspace for the Customer.
8.2.2.1 If BluDesks finds an alternative workspace acceptable to the Customer then for the avoidance of doubt the Customer would not be liable to pay Workspace Fees for the original Confirmed Booking and no Settlement Amount would be payable by BluDesks to the Workspace Partner for the Cancelled Booking that resulted from the actions of the Workspace Partner.
8.2.2.2 If BluDesks does not find an alternative workspace acceptable to the Customer then except for cases of Force Majeure the Workspace Partner shall pay BluDesks the Workspace Fees less the Settlement Amount that would have been paid if the Confirmed Booking had proceeded and not become a Cancelled Booking resulting from the actions of the Workspace Partner. For the avoidance of doubt in cases of Force Majeure no payment would be due by the Workspace Partner to BluDesks.
8.2.3 If less than 24 hours written notice is received by BluDesks from the Workspace Partner regarding the Workspace Partner's cancellation of a Confirmed Booking and no Alternative Workspace is subsequently found to be acceptable to the Customer then BluDesks shall reasonably endeavour to organise an alternative workspace for the Customer. However recognising that this is not likely to be feasible and creates substantial administration to BluDesks the Workspace Partner shall except for cases of Force Majeure, but whether or not BluDesks finds an alternative space for the Customer, pay BluDesks the Workspace Fees less the Settlement Amount that would have been paid if the Confirmed Booking had proceeded and not become a Cancelled Booking resulting from the actions of the Workspace Partner.
8.3 BluDesks reserves the right to remove the Workspace and / or Workspace Partner from the Website and/or App for a period to be determined by BluDesks should the Workspace Partner cancelling a previously Confirmed Bookings on more than two occasions.
8.4 For the avoidance of doubt BluDesks will not be liable or responsible for any cancellations either by the Workspace Partner or by the Customer.
8.5 In certain circumstances, BluDesks may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Booking made via the Website or App. BluDesks will not be responsible or liable for any such cancellations to the Customer or Workspace Partner.
9. Customer's use of the workspace
9.1 The Workspace Partner shall give easy ingress and egress to Customers and their Guests to Workspaces for Confirmed Bookings and any entry requirements must be clearly identified to the Customer prior to their use of the Workspace by the Workspace Partner providing such informational requirements to BluDesks for BluDesks to notify the Customer of such entry requirements.
9.2 The Workspace Partner shall ensure that the Workspace is in good order in accordance with Clause 5 and Facilities are provided and will be solely responsible for monitoring ingress and egress and use of the Workspace and Facilities.
9.3 The Workspace Partner shall be responsible for reading and reverting to emails related to the Online Platform, Advance Bookings and Confirmed Bookings.
9.4 The Workspace Partner agrees to fully cooperate with and assist BluDesks in good faith, and to provide BluDesks with such information and take such actions as may be reasonably requested by BluDesks, in connection with any complaints or claims made by Customers relating to Workspaces or any personal or other property located at the Workspace or with respect to any investigation undertaken by BluDesks or a representative of BluDesks regarding use or abuse of the Website, App or Workspace. The Workspace Partner, upon BluDesks' reasonable request, and to the extent the Workspace Partner is reasonably able to do so, agree to participate in mediation or similar resolution process with a Customer, at the Workspace Partner's cost. The process will be conducted by BluDesks or a third party selected by BluDesks, with respect to losses for which the Customer is requesting payment.
10. Cancellation and termination
10.1 Either Party may inform the other Party at any time if they wish to cease using the Service. In such a circumstance any outstanding Confirmed Bookings shall continue as if the Terms were still in force.
10.2 Both Parties shall destroy or otherwise dispose of any of the other Parties data in its possession subject to law and regulations.
10.3 Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination shall not be affected or prejudiced.
10.4 Following termination:
10.4.1 The Workspace Partner shall cease to exercise the rights to use and all right granted under these Terms;
10.4.2 The Workspace Partner will not contact the Customer for marketing or other purposes, and
10.4.3 All provisions of these Terms reasonably expected to survive termination or expiration of these Terms will do so, including all Workspace Partner warranties, Clause 5.5 (no preferential pricing) Clause 6.8 (no solicited direct competitive approach), this Clause 10, Clause 12 (Proprietary Rights), Clause 13 (Data Protection), Clause 14 (Confidentiality), Clause 15 (Indemnity), Clause 16 (Limitation of Liability), Clause 30 (Governing Law and Dispute Resolution) and Clause 31 (Jurisdiction).
11. BluDesks' obligations
11.1 BluDesks role with respect to the Workspace Partner is to provide the Services on the Online Platform and as part of the Services to act as the intermediary payment agent for the limited purpose of accepting payments from the Customer.
11.2 Upon payment of Workspace Fees to BluDesks either via the Website or the App, BluDesks will be responsible for remitting the Settlement Amount due to the Workspace Partner in accordance with Clause 7.
11.3 BluDesks will not be responsible for performing the Customer's obligations of the terms and conditions of the Workspace Partner and BluDesks will not be a party to the Workspace Partner's Conditions with the Customer. BluDesks disclaims any or all responsibility or liability arising from the Workspace Partner's Conditions or acts by a Customer which will be the sole responsibility of the Workspace Partner.
11.4 BluDesks does not have any obligation to conduct checks including background checks on any Customer.
12. Proprietary rights
12.1 BluDesks confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.
12.2 BluDesks grants the Workspace Partner a limited, royalty-free, non-exclusive, personal, revocable, non-assignable, non-transferable right to download and use the Online Platform for commercial purposes only, subject to the terms of these Terms.
12.3 The Workspace Partner is only permitted to use the Services as specified by the terms of these Terms.
12.4 Legal and beneficial title to the Services shall remain the property of BluDesks and neither the Workspace Partner nor any other third party shall acquire the right, title or interest therein.
12.5 Save as otherwise expressly set out in these Terms, neither Party, shall receive any rights, title or interest in respect of the other Party’s Intellectual Property Rights or Confidential Information.
12.6 All Intellectual Property Rights in the Services shall remain the sole and exclusive property of BluDesks and the Workspace Partner acknowledges and agrees that BluDesks and/or its licensors including workspace partners other than the Workspace Partner own all Intellectual Property Rights in the Services including but not limited to the Online Platform, App and Website. This includes business names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material of BluDesks and/or its licensors and workspace partners save those of the Workspace Partner which belong to the Workspace Partner. Except as expressly stated herein, these Terms do not grant the Workspace Partner any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services other than those belonging to the Workspace Partner.
12.7 The Workspace Partner shall only use the trademarks, trade names and other intellectual property rights owned by BluDesks on BluDesks' prior written approval in compliance with BluDesk's reasonable instructions and brand guidelines which may be made available by BluDesks upon request.
12.8 Notwithstanding Clause 12.7 the Parties agree to comarketing and will not unreasonably withhold requests by the other Party to make use of the other Parties' name, information and images for the purpose of marketing.
12.9 Without BluDesks' prior written consent, the Workspace Partner shall not and nor permit any third party to:
12.9.1 attempt to copy, modify, enhance, convert, translate, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website or App in any form or media or by any means; or
12.9.2 attempt to de-compile, reverse compile, disassemble, deconstruct, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software used in the Services, Website or App; or
12.9.3 access all or any part of the Services in order to build a product or service which competes with the Services or otherwise; or
12.9.4 use the Services to provide services to third parties; or
12.9.5 license, sell, trade, market, sublease, export, import, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise grant rights to third parties or make the Services available to any third party, or
12.9.6 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause x; or
12.9.7 introduce or permit the introduction of, any Virus or Vulnerability into Bludesks' network and information systems.
12.10 The Workspace Partner will not transfer, assign, novate or dispose of any of its rights under these Terms.
12.11 The Workspace Partner will not sell, reproduce, rent, transfer, sublease, assign, distribute, export, import or otherwise exploit for commercial reasons the Services other than for the purpose of the Services defined herein and related solely to the Workspaces of the Workspace Partner.
13. Data protection
13.1 For the purposes of this Clause 13, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR. In relation to other jurisdictions in which the Services are provided, there could be deviation in meaning.
13.2 Both Parties will comply with all applicable requirements of Applicable Data Protection Laws. This Clause 13 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under Applicable Data Protection Laws.
13.3 The Parties have determined that, for the purposes of Applicable Data Protection Laws, BluDesks shall process personal data on behalf of the Workspace Partner; and should the determination in this Clause 13.3 change, then each Party shall work together in good faith to make any changes which are necessary to this Clause 13.
13.4 By entering into these Terms, the Workspace Partner consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by BluDesks in connection with the processing of Workspace Partner's Personal Data, provided these are in compliance with the then-current version of BluDesks privacy policy available at https://www.bludesks.com/privacy-policy (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and these Terms, the Privacy Policy will take precedence.
13.5 Without prejudice to the generality of Clause 13.2 the Workspace Partner will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Workspace Partner’s Personal Data to BluDesks and lawful processing of the same by BluDesks for the duration and purposes of these Terms.
13.6 The Workspace Partner hereby provides its prior, general authorisation for BluDesks to appoint processors to process the Personal Data.
14. Confidentiality
14.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under these Terms. A Party's Confidential Information shall not be deemed to include information that:
14.1.1 is or becomes publicly known other than through any act or omission of the receiving Party;
14.1.2 was in the other Party's lawful possession before the disclosure;
14.1.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or
14.1.4 is independently developed by the receiving Party, which independent development can be shown by written evidence.
14.2 Subject to Clause 14.4, each Party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.
14.3 Each Party shall take all reasonable steps to ensure that the other's Confidential Information including potential Customer and Customer information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.
14.4 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 9.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.
14.5 No Party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
15. Indemnity
15.1 The Workspace Partner agrees to indemnify and keep BluDesks indemnified against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, economic loss whether indirect or direct, loss of reputation and all interest, penalties, legal costs and all other reasonable professional costs and expenses) suffered or incurred by BluDesks arising as a result of any breach by the Workspace Partner, including, but not limited to contract, tort, intellectual property rights, breach of confidentiality and breach of data protection legislation.
15.2 The Workspace Partner will be responsible for, and will indemnify and keep BluDesks indemnified against at all times, the security of their account details and will be solely responsible for loss and damage to itself, BluDesks and the Customer arising from the disclosure of any account information to a third party including any threats, attacks or fraudulent activity as a direct and/or indirect result of the Workspace Partners’ failure to safeguard account details.
15.3 The Workspace Partner warrants all information including but not limited to Workspace Details provided to BluDesks remains accurate and complete. The Workspace Partner is responsible for all losses and damage to BluDesks and the Customer arising due to providing inaccurate, false, or incomplete information. BluDesks is not responsible for and disclaims any and all liability related to all Listings. BluDesks does not warrant the accuracy or completeness of information provided on the App or Website by the Workspace Partner. BluDesks disclaims all liability and responsibility arising from any reliance placed on such materials by the Customer. BluDesks also disclaims all liability and responsibility arising from the accuracy or completeness of information provided on the App or Website by the Customer when they respond to or interact with any Listing.
15.4 The Workspace Partner agrees that any legal remedy or lability that the Workspace Partner seeks to obtain for actions or omissions of Customers or other third parties will be limited to a claim against the Customer or third party who caused the Workspace Partner harm. The Workspace Partner agrees not to attempt to impose liability on, or seek any legal remedy from BluDesks with respect to such actions or omissions.
15.5 The Workspace Partner shall defend, indemnify and hold harmless BluDesks from and against any and all claims arising from the Customer, third party claims, liabilities and expenses, including without limitation court costs and reasonable legal fees, resulting from any breach or alleged breach of these Terms by the Workspace Partner or by the Workspace Partner's agents, subcontractors or any other third party related to the Workspace Partner, except to the extent a claim results from the gross negligence, wilful misconduct or fraud by BluDesks.
15.6 BluDesks makes no warranty or representation that the Services, Website, App and Workspaces made available by any of the Workspace Partners are operable or safe for operation or that they will satisfy quality or technical specifications. The Services and Workspaces provided or selected by the Customer are shared amongst other Customers. The Workspace Partner and Customers are responsible for checking the Workspaces are operational and safe prior to use. BluDesks is not responsible or liable for any loss or damage arising from defects notified by the Customer. BluDesks is not responsible for the operation of the Services and Workspaces. The Workspace Partner will be solely liable for any loss or damage arising from defects and the operation of Workspaces.
15.7 BluDesks explicitly disclaims any representations, warranties and conditions that the Website, App, Services, including Listings by Workspace Partners, will meet Customer requirements or be available on an uninterrupted, secure, timely or error-free basis. No information, whether oral or written, obtained from BluDesks through the Website, App, Services or other means, will create any representation, warranty or condition.
15.8 The Workspace Partner shall not make any settlement that requires a materially adverse act or admission by BluDesks or imposes any obligation upon BluDesks without BluDesks' prior written consent. BluDesks shall not be liable for any obligations arising out of any settlement made without its prior written consent.
15.9 In no event shall BluDesks, its employees, agents and sub-contractors be liable to the Workspace Partner to the extent that any alleged infringement of Intellectual Property Rights is based on:
15.9.1 a modification of the Services by anyone other than BluDesks; or
15.9.2 the Workspace Partner's use of the Services in a manner contrary to the instructions given to the Customer by BluDesks; or
15.9.3 the Workspace Partner's use of the Services after notice of the alleged or actual infringement from BluDesks or any appropriate authority.
15.10 BluDesks' total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms or any collateral contract insofar as it relates to the obligations set out in this Clause 15 or Applicable Data Protection Laws shall not for any reason exceed the aggregate amount of the Settlement Amount in the one (1) year period preceding the occurrence of the liability.
15.11 The Workspace Partner understands and agrees that BluDesks reserves the right, in its sole discretion, to make a claim under the Workspace Partner's insurance policy related to any damage, loss or omission that the Workspace Partner may have caused or been responsible for at a Workspace or any personal or other property of the Customer located at the Workspace or regarding use and abuse of the Website or App. The Workspace Partner agrees to cooperate with and assist BluDesks in good faith, and to provide BluDesks with such information as may be reasonably requested by BluDesks to make a claim under the Workspace Partner's insurance policy, including executing documents and taking such further acts as BluDesks may reasonably request, to assist BluDesks in accomplishing the foregoing.
15.12 The Workspace Partner shall indemnify and keep BluDesks fully and effectively indemnified from and against any and all actions, suits, proceedings, claims, demands, liabilities, losses, damages, fees, penalty, costs and expenses (including reasonable legal fees and expenses) awarded against, incurred by or paid or payable by BluDesks in connection with or as a result of:
15.12.1 any injury to or death of any person;
15.12.2 any loss of or damage to any property;
15.12.3 any claim for violation of health and safety laws;
15.12.4 any claim for violation against modern slavery legislation; or
15.12.5 any other direct loss or damage.
16. Limitation of Liability
16.1 Notwithstanding anything else contained in this Agreement, BluDesks shall not be liable to the Workspace Partner for any indirect, special, consequential, collateral, incidental or punitive losses or damages including, without limitation, loss of business, revenue, profit, contracts, anticipated savings or goodwill, loss of use or value of any equipment including software, claims of third parties and all associated and incidental costs and expenses, whether or not BluDesks was advised or aware of or should have been aware of the possibility that such loss or damage could occur.
16.2 Nothing in this Agreement shall in any way exclude, limit or restrict the Workspace Partner's liability for (i) death or personal injury resulting from the negligence of the Workspace Partner; (ii) fraud by the Workspace Partner; (iii) breach of confidentiality; (iv) any breach by the Workspace Partner of its obligations or warranties that relate to the Services, or any other Intellectual Property Rights related obligations or warranties.
16.3 Except for Losses arising from a breach of any confidentiality or Intellectual Property Rights obligations, representations or warranties, BluDesks total aggregate liability for all losses, liabilities, costs and expenses, to such extent permissible by law, arising under or relating to this Agreement shall not exceed the Settlement Amount during the twelve (12) month period preceding the event which gave rise to such claim.
16.4 Nothing in these Terms excludes the liability of the Workspace Partner for any breach, infringement or misappropriation of BluDesks' Intellectual Property Rights.
17. Assignment
17.1 The Workspace Partner shall not, without the prior written consent of the BluDesks, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
17.2 BluDesks may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
18. Notices
18.1 Email notifications to BluDesks should be sent to: support@bludesks.com BluDesks phone number is: +44 (0) 20 3745 3743.
18.2 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post or sent by email to the other Party at its address set out in these Terms, or such other address as may have been notified by that Party for such purposes.
18.3 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
19. Force Majeure
19.1 Either Party shall have no liability to the other Party under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, public health emergencies, epidemics, pandemics (future or current), lock-outs or other industrial disputes (whether involving the workforce of either Party or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the other Party is notified of such an event and its expected duration.
20. Compliance with Laws
20.1 The Workspace Partner hereby represent and warrant that during the Term, all Parties comply with all applicable economic sanctions rules and regulations worldwide and in the UK and is not a member or affiliated with organisations subject to sanctioned countries, individuals or entities, not a listed person or entity on the Consolidated List of Persons and is not a personal or entity subject to asset-freezing measures or other sanctions maintained by the UK's HM Treasury.
20.2 The Workspace Partner warrants at all times to comply with all laws that prohibit bribery and money laundering (Anti Money Laundering Laws). The Workspace Partner will provide BluDesks all information and documents that BluDesks from time to time may request in order to comply with Anti-Money Laundering Laws.
20.3 The Workspace Partner warrant at all times to comply with all anti-corruption laws.
20.4 The Workspace Partner, its employees and suppliers, warrant at all times to conduct their work and operations and use of Workspace and building of the Workspace Partner, in accordance with all health and safety laws and the modern slavery act. The Workspace Partner is responsible for compliance with all regulations and rules in relation to the Workspace Partner's employees, workers, representatives, Workspacers, directors, consultants, contractors, sub-contractors and advisers as well as all workplace regulations and compliance. BluDesks shall have no liability in this respect. Prior to the commencement of the Booking, BluDesks shall be entitled to request such documents and evidence that is required in relation to verification of the Workspace Partner's identity and business.
21. Conflict
21.1 If there is an inconsistency between any of the provisions in the main body of these Terms or other agreements, the provisions in the main body of these Terms shall prevail.
22. Variation
22.1 No variation of these Terms shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
23. Waiver
23.1 No failure or delay by a Party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
24. Rights and Remedies
24.1 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
25. Severance
25.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
25.2 If any provision or part-provision of these Terms is deemed deleted under Clause 25.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
26. Entire Agreement
26.1 These Terms constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
27. No Partnership or Agency
27.1 Nothing in these Terms is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
28. Relationship of the Parties
28.1 The entire Workspace and property of the Workspace Partner remains in the Workspace Partner's possession and control. The Workspace Partner acknowledges and agrees that the relationship is not that of landlord-tenant, lessor-lessee, licensor or licensee and these Terms in no way shall be construed as to grant the Customer or its Guests any title, easement, lien, possession or other rights in the Workspace or other property interest of the Workspace Partner. These Terms create no security of tenure, tenancy interest, leasehold estate, or other real property interest. The Parties agree that the provisions of sections 24-28 (inclusive) of the Landlord and Tenant Act 1954 Act are excluded and do not apply to these Terms. The Workspace Partner must not send these Terms or any copy of it to the Land Registry or any other party without the consent of BluDesks.
29. Third Party Rights
29.1 These Terms do not confer any rights on any person or party (other than the Parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
30. Governing Law and Dispute Resolution
30.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
30.2 Any claim or dispute arising out of or in connection with these Terms, including its existence, termination or validity or any non-contractual obligations, shall be referred to and finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce as in force at the date of these Terms. The seat, or legal place, of arbitration shall be London, England, and the language of the arbitration shall be English.
31. Jurisdiction
31.1 Subject to, and without prejudice to clause 28 (Dispute Resolution), these Terms shall be governed by and interpreted according to the law of England and Wales and all disputes arising under these Terms (including non-contractual disputes and claims) shall be subject to the exclusive jurisdiction of the English and Welsh Courts.