Membership Agreement - Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

This document (together with the Membership Details and any documents referred to in it (including any amended Membership Details form) (together, the agreement)) tells you information about us and the legal terms and conditions (Terms) on which we will use commercially reasonable efforts to provide you with the services set out below (Services).
Please read this agreement carefully and make sure that you understand the Terms, before you start using the Services. Please note that before completing your registration for the Services you will be asked to sign this agreement.


If you do not accept these Terms, you will not be able to complete your registration and you will not be able to use the Services.
We amend these Terms from time to time and we will always give you reasonable notice of any change.


1. INFORMATION ABOUT US

1.1  We are THIS Group Limited, a company registered in England and Wales under company number 10341624 and have our registered office at 6a St Pancras Way, London NW1 0TB.

1.2  If you wish to reach out to us, please contact your Centre Manager.


2. THE SERVICES

2.1  The Service you receive will depend on whether you have purchased a Private Office, Dedicated Desk, Workbench or Hot Desk membership. Subject to these Terms, if you have purchased a:

2.1.1  Private Office membership, you will have exclusive access to your designated private office space from the Start Date until the expiry of any Notice Period. You will also have non-exclusive access to the communal areas of THIS Workspace; or

2.1.2  Dedicated Desk membership, you will have exclusive access to your designated workspace and non-exclusive access to the communal areas of THIS Workspace; or

2.1.3  Workbench membership, you will have non-exclusive access to the Workbench and non- exclusive access to the communal areas of THIS Workspace; or

2.1.4  Hot Desk membership, you will have non-exclusive access to the Hot Desk workspace and non- exclusive access to the communal areas of THIS Workspace.

2.2  Regardless of the membership you have purchased, then subject to these Terms we will provide the following Services:

2.2.1  regular maintenance of the communal areas of THIS Workspace and any Private Office, Dedicated Desk, Workbench or Hot Desk (Workspace), but we will not be responsible for repairing damage exceeding normal wear and tear;

2.2.2  furnishing your Workspace of the quality and in the quantity typically provided to other Member Organisations with a similar membership category in THIS Workspace;

2.2.3  access to and use of the THIS Workspace Members Network website and mobile application;

2.2.4  access to and use of a shared internet connection;

2.2.5  use of the printers, copiers, scanners and other equipment made available to all members at THIS Workspace (charges may apply);

2.2.6  use of the meeting rooms in THIS Workspace and any other THIS Workspace premises between 08:30 and 20:00 (London time) on any day (excluding weekends and bank holidays) on which banks in London are open for normal banking business (Business Hours and Business Days shall be construed accordingly), subject to availability and prior reservation;

2.2.7 heat and air-conditioning in THIS Workspace during Business Hours;

2.2.8  acceptance of post and other reasonable deliveries on your behalf during Business Hours, (charges apply) but provided that we are not liable for any post or packages received without a THIS Workspace employee’s signature indicating acceptance;

2.2.9  use of the car park at the nearby Hilton Hotel (charges apply); and

2.2.10  the opportunity to participate in member-only events, benefits and promotions (charges may apply).

2.3  Our exclusive telecommunications partner, Vonage, can provide a landline with a desktop telephone unit and dedicated direct dial number on request. Please refer to their terms of service for any relevant query (vonage.co.uk/thisworkspace). If you have your own desktop telephone unit then, subject to compatibility, we can integrate that on the THIS Workspace network at your location. Additional charges and terms apply. Please also refer to our IT&T policy (thiswork.space/IT-terms).

2.4  We are entitled to access your Workspace at any time, with or without notice, for whatever reason. We may need to temporarily move furniture or temporarily or permanently assign a different Private Office or Dedicated Desk to you, or relocate your use of the Workbench or Hot Desk, but we will not materially decrease the size of your Workspace without speaking with you first and we will always try to give you as much notice as possible. We may also modify or reduce the list of Services or furnishings provided at any time. Some or all of the Services may not be provided directly by us.

 

3. AVAILABILITY OF SERVICES

3.1  We have worked very hard to ensure that all of the Services are available to you all of the time during Business Hours. However, this is not always going to be possible given the complexity of the systems the Services rely on.

3.2  There is a lot of work we do behind the scenes and a lot of third parties involved. As a result, we cannot guarantee that all of the Services will always be without interruption and we will not be liable to you if the Services are temporarily unavailable, or if there are variances in performance from time to time (for example, with your internet connection), for whatever reason.

 

4. MEMBERS

4.1  Only those set out in the Member List qualify as your Members and are entitled to the benefits described in this agreement. Your Members will be able to start receiving the Services on the later of:

4.1.1  the Start Date; or

4.1.2  the date we confirm the addition of an individual to the Member List.

You are responsible for maintaining the Member List. To make changes to your Member List, the Primary Member must send an email, from the Primary Email account, to the Centre Manager Email address. The email requesting the change must include the name(s) and email address(es) of the departing or new Member(s) and the requested date of the change. The changes will not take effect until we confirm that we have received the email and have accepted and applied the change.

You and your Members will stop receiving the Services from the earlier of:

4.1.3  the termination or expiration of this agreement; or

4.1.4  confirmation of the removal of a Member from the Member List by us; or

4.1.5  our notification to you that such Member will be removed from the Member List, for example if such Member is in breach these Terms.

4.2  We don’t mind the occasional guest, but if the number of people regularly (in our opinion) using your Workspace exceeds the number allocated on the Membership Details form, you will be required to pay the then current additional fee set out on www.thiswork.space/faq. The total number of your Members may not exceed 1.5 times the number of desks in your Workspace. We reserve the right to further limit the number of Members permitted at any time.

4.3  Only the Primary Member has the authority to send notices to us, make changes to or to terminate this agreement. We are entitled to rely on communications to or from the Primary Member as notice to or from you. We have the right, but not the obligation, to use our reasonable judgment in accepting notices from any other person.

 

5. MEMBERSHIP FEES AND PAYMENT

5.1.1  Daily Hot Desk (that is, a Membership entitling you to access a Hot Desk on a specified day), you’ll need to make payment for your Membership Fee in full and in advance. There is no cancellation fee, but you will need to pay for any additional services you have used and you will not receive a refund of your Membership Fees for the day you have booked if you decide to cancel;

5.1.2  Workbench (that is, a Membership that entitles you to access the Workbench for ten days per month, 8.30am to 8pm on Monday to Friday only) you will need to make payment for your Membership Fee each month in full and in advance. For new members there is a one-off set-up fee per desk.

5.1.3  Dedicated Desk (that is, a Membership that entitles you to 24/7 access to THIS Workspace). You will need to make payment for your Membership Fee each month in full and in advance. For new members there is a one-off set-up fee per desk.

5.1.4 24/7 access to your designated private office in THIS Workspace) Membership Deposit (equivalent to one month’s membership fee) as well as set-up fee per desk. We’ll hold the Membership Deposit against performance of your obligations under this agreement. It is not a reserve, and you may not rely on it to cover unpaid fees, which must be paid separately. We’ll return the Membership Deposit (less any deductions properly due to us) to you within 30 days after the later of:

5.1.4.1  the date this agreement comes to an end; and

5.1.4.2  the date you give us or confirm (as appropriate) your bank details to enable us to make the payment.

5.2  You will receive a certain number of credits each month for meeting room use, copying & printing (A4 only) and other products and services we may offer from time to time. Credits may not be rolled over from one month to another. If your allocated credits are exceeded, you will be responsible for paying additional fees as set out at www.thiswork.space/faq, which we may increase from time to time. If you cancel a meeting room you have booked less than 60 minutes prior to the start of your booking, you will be charged in full for use of the meeting room (whether as a deduction of credits or additional fees (as appropriate)).

5.3  We have negotiated a special arrangement with the nearby Hilton Hotel for use of its car park by our Members. Kindly note that we cannot guarantee availability. A day rate is chargeable and will be added to your Membership Fee. If you wish to use the parking facility at the Hilton Hotel, please contact the Centre Manager – bookings must be made in advance to enable us to register your vehicle(s) for the number plate recognition technology the car park uses and you will not be able to access the car park unless your car is registered. Parking is available from 06:00 on Business Days and you must vacate the car park by no later than 18:30 to avoid additional charges and/or fines which are not within our control. We are not responsible for any loss or damage to vehicles, or their contents, and all vehicles are parked at the owner’s risk.

5.4  We have also negotiated a special arrangement with our exclusive voice telecommunications partner, Vonage. If you need a desktop telephone unit and a dedicated direct dial number, please go to www.vonage.co.uk/thisworkspace to place an order (you will be contracting direct with Vonage, so please read their terms of service carefully before placing an order). If you already have a desktop unit then, subject to compatibility, we can integrate this onto our network for you. Please contact the Centre Manager and, subject to compatibility, we will organise it for you. You will be responsible for the additional charges set out at www.thiswork.space/faq and these will be added to your Membership Fee. Please also refer to our IT&T policy (thiswork.space/IT-terms).

5.5  During the Term (defined at clause 6.2 below), we will process payment for your Membership Fee monthly in advance, together with any additional fees incurred in the immediately preceding month, on or around the third day of each month. You are responsible for having funds available. If we do not

Private Office (that is, a membership that entitles you and those set out in your member list

you’ll need to send us the

receive payment in full within five Business Days of the Payment Date, you will be responsible for a late payment fee as listed on www.thiswork.space/faq. We will apply all funds received by us from you first to any balances which are in arrears and to the earliest month due. We will send all invoices to the Primary Member, unless and until we are instructed otherwise by the Primary Member.

5.6  We accept payment by direct debit, BACS, credit or debit card only. If you are to pay by direct debit, you must provide us with you bank details on signing this agreement. If you are to pay by credit or debit card, only a single credit or debit card may be used to make payments to us. You must inform us promptly of any changes to your bank account, credit or debit card information and must ensure that you replace any credit or debit card and update us with the relevant information prior to expiration.

5.7  We may need to increase your Membership Fee from time to time, but we will always give you as much notice as possible of any increase and that will never be less than 60 days’ notice.

 

6. TERM AND TERMINATION OF SERVICES

6.1  This agreement is effective when signed by both parties (Effective Date), provided that we have no obligation to provide you or any of your Members with Services until the later of:

6.1.1  the date on which we receive in cleared funds your Membership Deposit, Set-up Fee and Membership Fee for the first month (as appropriate); or

6.1.2  the Start Date.

Your Members can move into your Workspace any time after 11 a.m. on the Start Date.

6.2  Unless we agree otherwise, following the Initial Term, this agreement will continue on a month-to- month basis (any term after the Initial Term, is a Renewal Term and the Initial Term and all subsequent Renewal Terms together, is the Term) until terminated in accordance with this clause 6.

6.3  We don’t want to lose your custom but if you decide that the Services are no longer for you, you can cancel them, as follows:

6.3.1  you may terminate this agreement before the Start Date by notice in writing to us. If your notice of termination is received by us:

6.3.1.1  more than one full calendar month before your Start Date, you will be entitled to a refund of your Membership Deposit and you may be entitled to a refund of your Set- up Fee and any Membership Fees paid in advance. We will inform you of the amount of refund (if any) properly due after deduction of any applicable costs, fees and expenses; or

6.3.1.2  one full calendar month or less prior to your Start Date, you will be entitled to a refund of your Membership Deposit but you will not receive any refund of your Set- up Fee or any Membership Fees paid in advance.

6.3.2  if you have:

6.3.2.1  a Daily Desk membership, you may terminate this agreement at any time after your Start Date by notice in writing to us. In your notice to us, you must specify the date on which your Membership is to terminate (End Date). Termination is effective from the end of Business Hours on the End Date. You must vacate your Workspace no later than 4 p.m. on the End Date. There is no cancellation fee, but you will need to pay for any additional services you have used and you will not receive a refund of any Membership Fees you have paid to us if you decide to cancel;

6.3.2.2  any other type of membership, you may terminate this agreement after the Initial Term by notice in writing to us at least one full calendar month prior to the month in which you intend to terminate this agreement (Services End Month). Termination is effective from the end of Business Hours on the last Business Day of the Services End Month. You must vacate your Workspace no later than 4 p.m. on the last Business Day of the Services End Month.

6.4 We may suspend the Services, deny access to any of your Members or immediately terminate this agreement if:

6.4.1  you or any of your Members breach any of these Terms;

6.4.2  there is any termination, expiration or material loss of our rights in THIS Workspace which affects our ability to provide the Services;

6.4.3  any fees, costs or expenses payable by you under this agreement remain outstanding for ten Business Days after their due date;

6.4.4  you or any of your Members fail to comply with any rules, policies or reasonable instructions provided by us in relation to your use of the Services from time to time; or

6.4.5  at any time without notice (although we will always try and give you as much notice as possible) and we will not be liable to you if the Services are suspended or withdrawn. You will remain liable for all accrued fees, costs and expenses due under this agreement.

On termination or expiration of this agreement for whatever reason:

6.5.1  you will remove all of property belonging to you and your Member’s from the THIS Workspace. We will be entitled to dispose of any property not removed by you after giving you reasonable notice and you will pay any costs of disposal we incur. We have no obligation to safely store, look after or insure your property, and you will make no claim against us in relation to any property left at THIS Workspace; and

6.5.2  we will not accept delivery or forward any post or other packages delivered to us.

 

7. HOUSE RULES

7.1 We may issue rules, policies and specific instructions in relation to your Workspace or the communal areas of THIS Workspace from time to time and you must comply, and ensure that all of your Members and any guests comply with them at all times. In addition:

7.1.1  keys, key cards and other items used to gain physical access to THIS Workspace and your Workspace remain our property. You are liable for the cost of replacement if they are lost, stolen or damaged. If they are lost, stolen or damaged you must inform the Centre Manager immediately;

7.1.2  we will send emails to the Primary Member from time to time. It is the Primary Member’s responsibility to read all emails from us and to ensure you and your other Members are aware of their contents;

7.1.3  we may make video surveillance recordings of certain areas in THIS Workspace for security purposes, but we are not obliged to do so;

7.1.4  we may disclose information about you or your Members as necessary to satisfy any applicable law, rule, regulation, legal process or government request or as we otherwise deem reasonably necessary in connection with the provision of the Services. The type of information we collect about you and your Members, how we store and use it and how you might be contacted by us are all governed by our Privacy Policy (www.thiswork.space/privacy). Please read our Privacy Policy carefully as it contains important information and by using the Services you consent to the way we process data under it; By signing below you consent to being added to the following third party software providers, who enable you to have full access to services included in your THIS Workspace membership.

7.2 Operate (Essensys) – membership, invoicing and booking system software (www.essensys.tech/privacy-policy/)

7.3 Exgarde – access card to building (www.tdsi.co.uk/tdsi_privacy_policy.html) 7.4 Swipedon – visitor sign in software (www.swipedon.com/privacy-policy) 7.5 Sentry – enables you access to our member perks section of the website

7.6 Slack – internal messaging and information channels

7.7 Papercut – printing software for all THIS Workspace printers

7.8 Mailchimp – receive our member emails to inform you of news and offers

7.8.1  Subject to the terms of our Privacy Policy (www.thiswork.space/privacy), we may, and you authorise us to use, in connection with promotion of our and our partners’ businesses, products and services, your name, image and voice when you are in THIS Workspace (and any other workspace operated by us.)

7.8.2  all Members and guests must be over 18 years of age to use the Services;

7.8.3  common spaces are to be enjoyed by all our members and guests and are for temporary use only. Please do not use them as an extension of your Workspace for everyday work;

7.8.4  WE MAY MAKE ALCOHOL AVAILABLE AT THIS WORKSPACE AT OUR DISCRETION FROM TIME TO TIME. IF WE DO:

7.8.4.1  IT WILL BE AVAILABLE ONLY BETWEEN 18:00 AND 20:00 ON SELECTED BUSINESS DAYS;

7.8.4.2  PLEASE ENSURE THAT YOUR MEMBERS AND GUESTS DRINK RESPONSIBLY, WITH PROPER THOUGHT AND CARE FOR OTHERS, AND IN THE CONTEXT OF A BUSINESS ENVIRONMENT;

7.8.4.3  WE MAY RESTRICT OR REFUSE AVAILABILITY TO ANY PARTICULAR MEMBER(S) OR GUEST(S) AT OUR DISCRETION AND WITHOUT HAVING TO GIVE REASONS; AND

7.8.4.4  KEEP IN MIND THAT YOU MAY BE VICARIOUSLY LIABLE FOR THE ACTIONS OF YOUR MEMBERS AND GUESTS WHILE ON YOUR BUSINESS AND YOU MUST HAVE IN PLACE AND COMMUNICATE TO YOUR MEMBERS AND GUESTS YOUR INTERNAL GUIDELINES AND POLICES IN RELATION TO THE CONSUMPTION OF ALCOHOL WHILE ON YOUR BUSINESS;

7.8.5  THIS Workspace is a non-smoking environment;

7.8.6  we may allow members to bring a pet dog with them to THIS Workspace. If we do:

7.8.6.1  it is at our discretion, both initially and at all times;

7.8.6.2  it will be subject to prior receipt of a full, current vaccination certificate;

7.8.6.3  it is on the strict understanding that you are responsible, and are fully liable, for all actions of your Member’s pet at all times; and

7.8.6.4  your Members must respect our other members at all times.

7.8.7  the internet connection, networks, information processing systems and telecommunications systems (including any stored computer files, email messages and voicemail, for example), are used on a communal basis and they are not provided on a dedicated basis to you, your Members or any guest(s) (unless you have purchased a dedicated wifi network or telecommunications package in addition to your Membership). Accordingly, they are not secure. Please refer to our IT&T Terms (www.thiswork.space/it-terms) for security information and also to our Privacy Policy (www.thiswork.space/privacy) for information on the type of information we collect and how we use it. All telecommunications, voice services and associated phone equipment is provided direct to member organisations by our exclusive telecommunications partner, Vonage, and you should refer to their terms of service for any relevant query.

7.8.8  subject to the terms of our Privacy Policy (www.thiswork.space/privacy), we may, and you hereby authorise us to use, in connection with promotion of our and our partners’ businesses, products and services during and after the Term:

7.8.8.1  your name, trademark, service mark, logo, trade dress and other identifiers; and

7.8.8.2  images and voices of each of your Members and guests when they are in THIS Workspace (and any other workspace operated by us). You will obtain, in writing, all licenses, permissions, consents, rights and releases necessary, including without limitation from any Members, guests or other third parties, in order to grant to us this right.

7.8.9  you will ensure that none of your Members will:

7.8.9.1  do anything that we consider (in our sole discretion) to be disruptive, abusive or dangerous to us or any other member, or our or their employees, guests or property;

7.8.9.2  use the Services to conduct or pursue any illegal or immoral activity;

7.8.9.3  use the Services to conduct any activity that we regard (in our sole discretion) as offensive;

7.8.9.4  use the Services to market you or themselves to our other members, member organisations or guests persistently or aggressively;

7.8.9.5  attach anything to the walls or make any other alterations to your Workspace (or elsewhere in THIS Workspace), or install any cables, lines or devices on or about your Workspace (or elsewhere in THIS Workspace) or put any additional furniture into your Workspace (or elsewhere in THIS Workspace), in each case without our prior written consent;

7.8.9.6  take, copy or use any information or intellectual property belonging to other member organisations or their members or guests;

7.8.9.7  take, copy or use for any purpose the name “THIS Workspace” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of THIS Workspace, without our prior written consent;

7.8.9.8  use THIS Workspace in a way that involves visits by members of the public that we consider (in our sole discretion) to constitute use of THIS Workspace in a retail context;

7.8.9.9  make any copy, or lend, share or transfer any keys, key cards or other items used to gain physical access to THIS Workspace or your Workspace, without our prior written consent. If you do so without our prior written consent you and/or your organisation will be liable for any losses caused to us;

7.8.9.10  allow any guest(s) to enter THIS Workspace without first registering such guest(s) and performing any additional steps we may require in accordance with our policies;

7.8.9.11  use, however temporarily, any meeting room without having made a prior booking, or prior to or after the allotted booking time;

7.8.9.12  bring alcohol into THIS Workspace without our prior written consent; or

7.8.9.13  bring any child into THIS Workspace without our prior written consent.

7.8.9.14  park a motor vehicle for any duration of time in the service yard without our prior written consent. If you do so without our prior written consent you will receive a parking fine, that will be charged to your organisation’s account.

 

8. LIABILITY

We do not in any way exclude or limit our liability for:

8.1.1  death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;

8.1.2  fraud or fraudulent misrepresentation;

8.1.3  breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

8.1.4  any other liability which cannot be limited or excluded by applicable law.

8.2  Subject to clause 8.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

8.2.1  loss of profits;

8.2.2  loss of sales or business;

8.2.3  loss of agreements or contracts;

8.2.4  loss of anticipated savings;

8.2.5  loss of use or corruption of software, data or information;

8.2.6  loss of damage to goodwill; or

8.2.7  any indirect or consequential loss.

8.3  Subject to clause 8.1 and to the limitation set out in our IT & Telecommunications Terms (www.thiswork.space/it-terms) our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the total Membership Fees paid by you under this agreement in the 12 months prior to the claim arising.

8.4  The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

8.5  We shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of the Services if such delay or failure result from events, circumstances or causes beyond our reasonable control.

8.6  You acknowledge that we do not control and are not responsible for the actions of other member organisations, their members or guests. If a dispute arises between member organisations, members or their guests, we have no obligation to participate, mediate or indemnify any party

 

8.7  We may, from time to time and at your request, help troubleshoot problems your Members may have in trying to access certain functionalities, such as printing or accessing the internet. You agree that we:

8.7.1  are not responsible for any damage to any Member’s computer, tablet, mobile device or other electronic equipment, or otherwise to your systems, caused by us in giving any such technical support;

8.7.2  do not assume any liability in the event that any manufacturer warranty is voided as a result of such technical support; and

8.7.3  do not offer any warranty, either expressed or implied, regarding the success of any technical support.

8.8  You indemnify us from and against any and all claims, liabilities, and expenses including reasonable professional fees, resulting from any breach of this agreement, act or omission by you or your Members and guests. You are responsible for the actions of and all damages caused, directly or indirectly, by all persons that you, your Members and guests invite to enter THIS Workspace. We encourage you to maintain your own private insurance policies covering you and your Members and guests for property loss and damage, injury to your Members and guests and other members in an amount appropriate to your business.

8.9  This clause 8 shall survive termination or expiry of this agreement.

 

9. OTHER IMPORTANT TERMS

9.1 Your Workspace, the whole of the communal areas of THIS Workspace and everything in it (other than your personal possessions) remains our property and in our possession and control. We are granting you the right to share with us the use certain parts of THIS Workspace so that we can provide the Services to you. Notwithstanding anything in this agreement to the contrary, you and we agree that

our relationship is not that of landlord-tenant or lessor-lessee and this agreement in no way shall be construed as to grant you or any Member or guest any title, easement, lien, possession or related rights in your Workspace, any part of the communal areas of THIS Workspace or anything in it. This agreement creates no security of tenure, tenancy interest, leasehold estate, or other real property interest.

9.2  This agreement is between you and us. No other person has any rights to enforce any of the Terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.

9.3  We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under this agreement and we may subcontract or delegate in any manner any or all of our obligations under this agreement to any third party or agent. You may not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under this agreement.

9.4  This agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.

9.5  All notices will be given via email, and will be effective on the first Business Day after being sent. This clause does not apply to the service of any proceedings or other documents in any legal action.

9.6  Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

9.7  If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

9.8  This agreement is governed by English law. You and we both agree to that the courts of England will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.