EDSPACE MEMBERSHIP AGREEMENT

TERMS & CONDITIONS

Overview. These Terms and Conditions (the “Terms”) describe your rights and obligations in connection with your receipt and use of the services provided by Taxila (“Edspace”) in connection with your Network, Hot Desk, Fixed Desk and Private Office memberships and or other services specified herein (the “Services”, as further described below).

Please read these Terms carefully, as they affect your legal rights. You agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. If you have any questions about these Terms, please contact info@edspace.io. By using the Services, you are agreeing to abide by and be bound by these Terms.

Who we are. Edspace is a co­-working and event space for everyone – teachers, charities, businesses, social enterprises, investors and accelerators – who wants to transform education. At Edspace we believe that radical innovation, backed up by robust evaluation of what works, can improve the life chances of millions. We commit to providing you the best possible service and community. For the purposes of these Terms is the Taxila Ltd set forth on your invoice. We reserve the right to change the legal entity that charges you for the Services. The relevant entity with which you enter into these Terms shall be known in these Terms as “we,” “our” “us” or “Edspace”.

Who you are. References to “you,” “your” and similar words in these Terms refer to the individual or entity registering for any Services and agreeing to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms.

Services. For the avoidance of doubt, references to “Services” in these Terms refer to your access to and use of our online member network, member-only events and offerings and space in any of our Edspace locations (each, a “Premises”) and certain other related services and features we provide. The exact Services you receive will depend on (a) the product or services you have purchased; (b) the Services available, which may vary by Premises and (c) additional features and Services selected by you, such as through a “Membership Package”, which may be subject to additional guidelines, terms, conditions and/or rules (“Additional Terms”), including additional payment obligations.

Edpace (the “Premises”) is located at Block D, Hackney Community College, Falkirk Street, N1 6HQ (the “Building”) .

“Services” do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your Membership or Hot Desk, such as perks, gym memberships or benefits. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services.

Some features of the Services may be subject to Additional Terms, which will be posted with those features or otherwise communicated to you. We will consider your use of those features your acceptance of the applicable Additional Terms, and those Additional Terms will be incorporated in these Terms by this reference.

How we might change our Services or these Terms. The availability and scope of the Services, as well as the availability and scope of benefits we offer in relation to Third Party Services, are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Premises, and the Services we may offer at any of our Premises, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these Terms and will provide you with notice of changes to these Terms or to Services that apply to you, by emailing the last email address provided by you in your profile or by posting a notice on the Edspace website at edapce.io/privacy.

Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you don’t agree to the changes, you may cancel your Membership at any time, but note that there are no refunds for early cancellation.

Edspace Membership

Payment: The Member shall during the period of the Agreement pay:

A. the full sum as notified to Edspace in the Membership Agreement (the “Rent”) without any deduction in advance on the first day of each month and proportionately for any period of less than a month the first such payment being for the period from the date of the Membership Agreement to the end of the month in which the Membership Agreement is made; and

B. such value added tax chargeable under the Value Added Tax Act 1994 or any similar replacement or additional tax ("VAT") as may be payable on the Rent or any other sum due under this Membership Agreement and upon which VAT is payable, to Edspace into the following account:

Sort code: 204491 Account number: 83168603=

C. Any full time desks rented which takes your total of desks over 6 will be subject to a £300 rental fee.

If the Membership Fee or any part thereof shall be in arrears for 28 days after the same shall have become due or in the event of any breach of any agreement on the part of the Member herein contained Edspace may terminate this Contract forthwith.

If the Membership Fee or any other sum payable by the Member is not paid on the due date pursuant to this Contract, the Member shall in addition pay to Edspace interest on the relevant sum at a rate of 3% above Barclays Bank plc base rate (or an equivalent rate designated by Edspace and agreed by the Member) from the due date until the date of payment (inclusive).

This Contract is personal to the Member and cannot be transferred, subcontracted or sub­licensed. The Member is not entitled to permit anyone other than those employed by or having business with the Member to have access the Premises.

The Member and Edspace may at any time mutually agree upon and execute new Membership Agreements. Any alterations shall be set out in the Membership Agreement, which shall reflect the changed services and fees and any other terms agreed between the parties.

Edspace may require the Member to sign additional agreements for the procurement of other services (such as catering booking, meeting room and event bookings) and these additional agreements will be bound by this Contract with the exception of specific clauses superseded in the additional agreements.


Renewals. Paid Subscriptions can be purchased directly from Edspace by paying an annual subscription fee. When you register for a Paid Subscription, you consent to gain access to Edspace network membership immediately. Your payment to Edspace will automatically renew at the end of the subscription period, unless you cancel your Network Membership before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will no longer have access to network membership features. If you have gained access to network membership through your company, your subscription is also subject to the terms of your agreement with that third party (in addition to these Terms). To cancel your subscription, you must cancel directly with your company. Edspace may change the price for its services, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for network membership will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the service prior to the price change going into effect.

Please therefore make sure you read any such notification of price changes carefully.

Access. These Terms and Conditions together with the Membership Agreement (“the Contract”) is granted to give the Member the benefit of the permitted use of the Premises which shall remain under the management and control of Edspace. This Contract does not give the Member exclusive possession of the Premises nor of any other part of the Building. Edspace is entitled to use the Premises at any time and place other Members in the Premises.

No team member without a DBS check or guest shall be left unattended on campus. Failure to comply will lead to restricted access for your team and continued noncompliance will lead to disciplinary action.

All team members who wish to use campus facilities must have a DBS check.

Upon relocation to another premises or when the Contract ends to return the Premises to the Edspace, including all means of access to the Premises, leaving them in their original state and condition, clean and tidy and otherwise in the condition which this Contract requires the Member to keep them and with all alterations removed (unless Edspace otherwise requires). If the Licensee fails to comply with its obligations in this regard, Edspace will be entitled to take the requisite remedial action and the Member will pay Edspace on demand all costs and expenses incurred (plus any applicable VAT).

To report immediately to Edspace whenever any key or other means of access is lost.

The Member will not have access to any office space on the second floor of the Building, not designated as Edspace, unless this is specifically agreed in advance with Edspace.

Termination. The Agreements will continue to apply to you until terminated by either you or Edspace. Edspace may terminate the Contract at any time upon giving the Member 30 days’ notice in writing to expire at any time. If the Member behaves in a highly inappropriate manner, Edspace may terminate. This contract forthwith by notice in writing to the Member with immediate effect.

The Member may terminate the benefit of the Contract by giving a minimum of 2 months’ notice to Edspace to expire at any time.

If the Contract is terminated under clauses 4 and 5 above, the Member shall immediately vacate the Premises, complying with the Member obligations under clause 22. Notwithstanding termination of this Contract pursuant to clauses 4 or 5, the provisions of clauses 26 and 31 shall remain in full force and effect.

Edspace may terminate the Agreements or suspend your access to the Edspace Service at any time, including in the event of your actual or suspected unauthorised use of the Edspace Service and/or Content, or non-compliance with the Agreements. If you or Edspace terminate the Agreements, or if Edspace suspends your access to our Services, you agree that Edspace shall have no liability or responsibility to you and Edspace will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.

Note that your access to content and services from Network Memberships will continue until the subscription terminates annually, regardless of early termination. Network Memberships paid in full at the beginning of the year will not be refunded, and access to these services will continue until the anniversary of the payment passes.

To learn how to terminate your Edspace account, please contact us. This section will be enforced to the extent permissible by applicable law. You may terminate the Agreements at any time.

Joint Liability and Membership Use. If the Member is more than one person or several their obligations are joint and several. Each is separately liable for all obligations under this Contract. The member agrees to notify Edspace of all individuals within the membership, if the Member is more than one person or several, and of any changes in individuals within the Member, in order for Edspace update its files and ensure each individual within the Member has access.

Community Participation. The Member agreed to participate in events hosted by Edspace and our sponsors. Not to act, or behave in anyway which is abusive, interfering, annoying, disturbing, intimidating or otherwise to other occupiers or visitors.

To participate in Edspace surveys in order to measure the effectiveness of Edspace in supporting the Member, and provide Edspace with any other information reasonably required.

To be on Edspace’s mailing list for receiving communications from Edspace.

Use of premises. The Member agrees to not to use the Premises or any part of it for any activities which are dangerous, offensive, noxious, illegal or immoral or which are or may become a nuisance or which may contravene any statute order or by­law or constitute an annoyance to Edspace or other members or occupiers of any neighbouring premises, nor allow anyone else to do so.

Not to sub­license, share or sub­sell access or use of any internet, telecommunications or information technology services to or with any party (including without limitation with any other occupier of the Building). Not to act, or behave in anyway which is abusive, interfering, annoying, disturbing, intimidating or otherwise to other occupiers or visitors.

Not to use the Premises or any part of it for any activities which are dangerous, offensive, noxious, illegal or immoral or which are or may become a nuisance or which may contravene any statute order or by­law or constitute an annoyance to Edspace or other members or occupiers of any neighbouring premises, nor allow anyone else to do so.

Not to act in a way which will or may result in the insurance of Edspace in relation to the Building being voidable or in the premium being increased nor allow anyone else to do so.

Not to make alterations to the Premises or damage the Premises, the decorations, furniture or furnishings and to keep the Premises in good repair. Not to display any notice or advertisement on the outside of the Premises or visible from outside it.

Not to use the Premises for the purpose of residential accommodation, and not to sleep overnight in the Premises.

Not to install any computer servers or other similar equipment in the accommodation without Edspace’s consent in writing.

That there is no liability at the expiration of the Contract for Edspace to provide other Premises for the Member.

The Member agrees to work co­operatively with Edspace to implement any of the Edspace proposals in particular those which have the object of enhancing the environmental sustainability of the building (including proposals relating to sustainable procurement, energy reduction, sustainable waste management and recycling arrangements).

During the Designated Hours, the Member may use:

    1. such parts of the Building for the purpose of access to and egress from the Property as shall from

    2. time to time be designated by the Member for such purpose; and

    3. the toilets located on the second floor of the Building;

    4. the kitchen on the second floor of the Building.

Any information or equipment of the Member, its employees or invitees held at the Premises shall remain the responsibility of the Member, and therefore be so held entirely at its risk.

Insurance. The Member shall maintain adequate insurance, to Edspace’s satisfaction, in respect of its occupation of the Premises including employers liability and occupiers liability and to provide copies of certificates of insurance if requested by Edspace.

Losses and Expenses. The member agrees Tt keep Edspace fully and effectually indemnified against all liabilities, actions, costs, loss of profits, claims and demands arising out of use and occupation of the Premises. This includes any loss of profits arising from Edspace’s failure of internet provisions.

During the period of the Contract to comply at the expenses of the Member with all the requirements of any legislation in force for the time being insofar as it may be applicable to the use being made of the Premises or any part thereof and to keep Edspace fully and effectually indemnified against the consequence of any breach or non observance of any such requirements as foresaid.

To observe any regulations, including without limitation security and safety regulations for the use of the Premises or the Building of which it forms part of which Edspace may make from time to time.

Not to interfere with the conduct of Edspace’s business.

Legality. This Agreement shall be governed by and construed in accordance with the law of the United Kingdom and the parties hereby submit to the exclusive jurisdiction of the English courts.

The Member understands that Edspace is granting the Member a revocable agreement and that as a Member is not protected by the Landlord and Tenant Act 1954. Unlike a tenant, the Member shall not be entitled to security of tenure under the Landlord and Tenant Act 1954 and exclusive possession has not been granted to The Member. The Member agrees not to impede or interfere with Edspace’s right of possession and control of the Premises.

It is agreed that no part of this Contract is intended to create a relationship of landlord and tenant between the parties.


PRIVACY POLICY

Introduction:

Your privacy is important to us, and so is being transparent about how we collect, use, and

share information about you. This policy is intended to help you understand:

● Who we are, our official role and our legal basis for processing;

● What data we collect and how we use it;

● How we collect the data;

● How we share the data we collect;

● How we secure your data;

● How you can access and control your data;

● What happens if we change our policy.

This Privacy Policy covers the information we collect about you when you use our

website, product, or otherwise interact with Edspace. This policy also explains your

choices about how we use information about you. Your choices include how you can

object to certain uses of information about you and how you can access and update

certain information about you. If you do not agree with this policy, do not access or use

our Service or interact with any other aspect of our business.

Who are we?

We are Edspace (“we”, “us”, “our”, “EDSPACE”) and operate under the name

of EDSPACE.

We are committed to protecting and respecting the privacy of our users. If you have any

questions about how we process personal information please email us at info@edspace.io, or write to us at Edspace Block D,

Hackney Community College, Falkirk Street, London, N1 6HQ.

The Service:

Companies and persons pay Edspace to provide them with a service

that allows them to work in a physical space and/or be part of an online community membership.

Roles:

Your company is the “Data Controller”; they determine the purposes and means

of processing your personal data. We are the “Data Processor”; responsible for processing

personal data on behalf of the controller.

Legal Basis for Processing Your Data:

We have the following legal bases for processing your data:

● Legitimate interest: when we collect your data that you provide to us through our

website, we are fulfilling your legitimate interest of receiving access materials and finding

out more about our product. When we process your data to provide our service, we

are fulfilling your legitimate interest to provide you or your company with the space necessary for growth .

● Contractual: we are in a contractual agreement with your company to

deliver a service to them and we need to process the data listed above in order to

deliver that service.

● Consent: before you give us your data or use our service, we seek explicit

agreement to this privacy policy from you or your employer.

What data do we collect and how do we use it?

Information you provide to us through our website:

As a visitor to our website, you may provide us with:

● Your full name;

● Your email address

● Your phone number.

We use this information to:

Distribute invoices when applicable,

● Contact you to send you more information and marketing about our product;

● Organise follow-up calls;

● Troubleshoot issues and answer questions related to the website and our product.

We use this data to:

● Deliver our service to you as requested

● Improve our service based on your feedback in completed surveys.

● Communicate about updates and changes to our services.


If you or a member of your company purchases an Edspace membership either virtual or physical, we will store:

● The name and address if your company;

● Your name and email address.

We use this information to:

● Communicate about updates and changes to our services;

● Charge you for our service.

Information we collect automatically when you use our service:

We collect the following data:

● Your behaviours when you visit our website.

  • For example we track where you click and how long you spend on our site.

This data is not linked to any other piece of data and cannot be used to identify

you as an individual.

● Your behaviors and preferences when you use our website.

  • For example, we track how many times you visit our service per week and which of our resources you interact with.

We use this information to:

● Analyse and improve the service that we provide to you.

How do we collect the data?

As a member, you give us data about yourself and company directly into our desktop

and mobile sites. As a visitor to our website, you enter your data directly to our website. If your membership has been provided by your employer, we retain access to the information they provide about you and your company.

We use cookies to verify that the you are logged in and to store your preferences. The

cookies themselves do not contain any identifiable information about the you or about

what you are looking at. For more information about how we use cookies, please see our

cookies policy or contact info@edspace.io.

Sharing with third parties:

We share information with third parties that help us operate, provide, improve, integrate,

customize, support and market our service:

● Organisations which support the operation of our service are as follows:

  • Zendesk, Stripe, Google Analytics, Mailchimp, Google Suite,  Slack, Trello, Plivo, Linode, Dropbox, SquareSpace, Hotjar, Eventbrite, Physical filing systems, printed attendee lists.

  • Click on the names of the organisation to view their privacy policy

  • In addition, we may use third party services such as Google Analytics that collect, monitor and analyze this. At Edspace, we use Google Analytics who may also place cookies on your device. Please read our partners' privacy policies (linked below) to ensure that you're comfortable with how they use cookies.

  • If you have any questions about how we use these organisations as sub-

processors of your data, please contact us by emailing

info@edspace.io or writing to us at Edspace Block D,

Hackney Community College, Falkirk Street, London, N1 6HQ.

We will not share your data with any other third parties unless you give us explicit

permission to do so, or unless we are required to by law or court order.

How do we secure your data?

Information storage and security

We use data hosting service providers in the United Kingdom to host the data we collect,

and we use technical measures to secure your data.

We carry out assurance on the organisations we use as data sub-processors that are

hosted in the United States. These organisations hold either the EU-US Privacy Shield or

model contract clauses that state that EU companies can use them with assurance that

they store data in a secure way.

We have rigorous patching policies that ensure our machines, systems and servers are

always secured by up-to-date protection. All of our staff receive regular training in data

protection best practice.

How long we keep information

We do not keep personal your data longer than necessary. We have strict data retention

policies that are updated regularly. When your data is no longer required, we delete it

safely and securely.

If something goes wrong

In the case of a breach of our own systems or the systems of one of our sub-processors

that could compromise your data, we will notify your educational setting straight away.

We will work to secure your data as quickly as we can.

How do you access and control your data?

Your Choices:

You have the right to request a copy of your information, to object to our use of your

information (including for marketing purposes), to request the deletion or restriction of

your information, or to request your information in a structured, electronic format. In

order to do any of these things, please email info@edspace.io or write to us at

Edspace Block D, Hackney Community College, Falkirk Street, London,

N16HQ.

Accessing, amending or deleting data:

You can also contact us directly through the details above to amend or correct your data.

The process of deletion is gradual: initially deleted data is moved to a ‘deleted’ area in case

it was deleted in error. After a delay, it is then permanently deleted from our main

systems.

You can request to know what data we hold on you by contacting us through the details

above. We will respond in line with the timelines set by the General Data Protection

Regulation. You can request that we delete all data that we hold on you.

Changes to this policy:

Any material changes we make to our privacy notice in the future will be communicated to you

through your provided contact information. An up-to-date privacy policy will always be available on our website. We will update this privacy policy on a yearly basis as standard and at other times it is deemed necessary to do so. This policy was last updated in July 2018.


COOKIE POLICY

Cookies are files with small amount of data, which may include an anonymous unique identifier. Cookies are sent to your browser from a web site and stored on your computer's hard drive.

Like many sites, we use "cookies" to collect information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Site.