CODESK Standard Terms and Conditions:

These are the terms and conditions of agreement between you and CODESK. These terms and conditions cover your membership and your use of our online portal. Please read these terms and conditions carefully before applying for membership or using our portal. Your application to become a member of CODESK indicates your acceptance of the terms and conditions. If you do not accept these terms and conditions, please do not apply to be a member.

Membership

Membership allowance runs from 1st to last day of each calendar month (can be pro rata for first month, if starting mid-month) There is a two-month minimum contract period with 30 Days’ notice to terminate agreement

Visitors must be signed in and out at all times Deposit

All packages require a deposit at the start of your contract. This will be charged with initial payment. This is taken as a security measure and will be released on full performance of the Customer’s obligations under the agreement. This deposit is returnable at the end of your contract, and subject to cancellation notice.

Access

24/7 access with your own keys (to be returned at end of membership; £20 fee if replacements are required at any point)

If a desk is booked under an organisation, it can be used by any person within that particular organisation, but not by anyone from a different organisation.

Lockers

A locker and key will be provided with the Business or Exec Packages or as a bolt-on. Lockers cannot be shared with another individual. You are responsible for anything left within the locker. Key replacement will be charged at £20

Virtual Office
Minimum period of three months sign up, thereafter 1 month notice to quit.

Business address and mailbox service: The address should be registered in the following format: YOUR BUSINESS NAME, Techcube, Edinburgh, EH9 1PL

After your contract period has ended, unless you have a Virtual Office Service, all post will be returned to the Post Office marked “not known at this address”. You must arrange for your own postal forwarding service from the termination date of your contract.

Termination of your contract will result in the cancellation of our Virtual Office Services at the specified end date unless you are upgrading to any other package.

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CODESK® Limited | Registered in Scotland No SC534598 | Registered Office: Techcube, Edinburgh, EH9 1PL | VAT No. GB246173703 1

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Virtual Office membership does not include access to CODESK or events or any other products or services.

Mail can be collected during normal opening hours (Monday – Friday 8:00 – 18:00) Voicemail and Call forwarding

This service allows you to forward calls to another number, record a personal voice mail message/s, and also enables you to call in externally to retrieve your voicemail. (b) When a call is forwarded, you will be charged according to the standard rate of calls. A full break-down of costs will be available.

Website/Portal Content

You alone are responsible for the content you publish, display or distribute on our site, on your profile and in any communications with other Members.

No responsibility is assumed by CODESK for any content, including photos, published or transmitted by Members. CODESK reserves the right to edit profile and photo content.

No responsibility is assumed by CODESK for any content published or transmitted.

CODESK does not guarantee the accuracy of any information published on the site and does not endorse nor is responsible for the accuracy or reliability of any opinion, advice, or statements made by any subscriber to its services. Opinions, advice, statements, offers, or other information or content made available through the site are those of their respective authors and should not be relied upon.

You may not publish or transmit offensive content; this includes content that contains offensive language, sexually explicit content, and any content that is considered unlawful, threatening, abusive, racist, derogatory, harmful, obscene, harassing, discriminatory, and libellous. Further you may not publish any content that may violate or encourage violation of any applicable local, state, national or international law or regulation.

While CODESK reserves the right to edit, delete or remove content deemed offensive at our sole discretion within these Terms and Conditions, CODESK does not guarantee that offensive material will be removed or deleted.

CODESK reserves the right to read, censor and edit profiles.

By creating a profile, you grant CODESK permission to publish your profile on our portal and members wall.

If you upload a photo your photo and profile content may be viewable by non-members and may be returned in search engine results.

Account and Password Details

You are solely responsible for ensuring that your account and password details are kept confidential and safe from unauthorised access. Do not give out your password to anyone.

Member Communications

You alone are responsible for the message content you transmit to other members. You will ensure that it is appropriate and is not in breach of the Terms and Conditions.

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CODESK® Limited | Registered in Scotland No SC534598 | Registered Office: Techcube, Edinburgh, EH9 1PL | VAT No. GB246173703 2

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Terms and Conditions www.codesk.uk | hello@codesk.uk | 0330 121 2222

1. Definitions

  1. 1.1.  “Agreement”meanstheseTermsandConditionstogetherwiththetermsofthe Membership or Virtual Office Service agreement.
  2. 1.2.  “Customer”meanstheorganisationorpersonnamedontheMembershiporService Agreement who is purchasing services from CODESK.
  3. 1.3.  “Membership”meanstheservicepackagepurchasedbytheorganisationorperson named on the Agreement who is entitled to all the membership benefits, such as access to co-working space and other additions detailed in the package.
  4. 1.4.  “VirtualOfficeService”meanstheservicepackagepurchasedbytheorganisationor person named on the Agreement who is entitled to a business address and mailbox, with the option to add personal landline, voicemail and mail-forwarding service. It is not a CODESK membership.
  5. 1.5.  “MembershipAgreement”or“VirtualOfficeServiceAgreement”meanstheelectronic membership application form, submitted to and accepted by CODESK.
  6. 1.6.  “CODESK”meansCODESK,acompanylimitedbyguarantee(CompanyNumber SC534598), having its registered office at Techcube, Edinburgh, EH9 1PL.
  7. 1.7.  “Premises”meanspremisesonthe2ndFloor,Techcube,EdinburghEH91PLwhich are occupied by CODESK.
  8. 1.8.  “Building” means Techcube, Edinburgh, EH9 1PL
  9. 1.9.  “Landlord”meansCODESKLimited

1.10.“Parties” means CODESK and the Customer.
1.11.“Monthly Tariffs” means the prices per calendar month for the Member or Service

Packages advertised on our website as currently available. 2. Terms and Conditions

  1. 2.1.  TheseTermsandConditionsshallapplytoallcontractsforthesupplyofservicesby CODESK to the customer or customer’s relevant party.
  2. 2.2.  Commencementofservicesshalltakeplaceeitheron(asappropriate):2.2.1. the date on which we receive payment for services to be provided, or the future date specified on your application; and will continue indefinitely unless

    2.2.1.1.the applicable notice is given in writing by either party; or
    2.2.1.2.we terminate the Membership or Service Agreement in accordance with

    clause 5.1

    2.2.2. Where notice is not given as set out in the specific terms above, CODESK reserves the right to raise an invoice and seek payment.

  3. 2.3.  ThisAgreementshallnotbeconstruedasaleaseorasconferringanytenancyrights on the Customer.
  4. 2.4.  ThisAgreementdoesnotconferanyrightsupontheCustomeragainsttheLandlord. This Agreement is subject to all rights reserved in favour of the Landlord in our lease of the Premises dated June 2016 or subsequent leases, and is subject to the whole of the terms and conditions contained in that lease. A copy is available on request.

CODESK® Limited | Registered in Scotland No SC534598 | Registered Office: Techcube, Edinburgh, EH9 1PL | VAT No. GB246173703 3

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  1. Fees and Payment
    1. 3.1.  Thefeesfortheprovisionoftheservicesincludedintheservicepricearesetoutin the Membership or Virtual Office Service Agreement. We shall invoice you for these services and for any additional chargeable services around the 1st day of the month in advance the service period.
    2. 3.2.  Amountsshallbeduewithin7daysofinvoice.CODESKshallbeentitledtocharge£10 administration fees on overdue invoices from the day when payment becomes due.
    3. 3.3.  Servicessuchastelephonecalls&mailforwardingwillbechargedinarrears.Theseinvoiced amounts shall be due and payable within 7 days of receipt of invoice.
    4. 3.4.  FeeswillbereviewedinMarcheachyear.Wemayincreaseordecreasefeeswithin2months of this review. We will give you at least 1 calendar month’s notice of any increases in the fees payable. You must continue to pay fees at the current rate immediately prior to any proposed increase until the end of the notice period.
  2. Notice

4.1. Anynoticetobegivenbyeitherpartytotheothermaybeservedbyemail,orbypost to the address of the other party given in the Virtual Office Service Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

5. Termination

5.1. EndingthisAgreementimmediately:Tothemaximumextentpermittedbyapplicable law, CODESK may put an end to this Agreement immediately by giving the Customer notice and without need to follow any additional procedure if

  1. 5.1.1.  the Customer becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or
  2. 5.1.2.  the Customer is in breach of one of its obligations which cannot be put right, or
  3. 5.1.3.  its conduct, or that of someone from their organisation with its permission orinvitation, is incompatible with ordinary office use which shall be determined at CODESKs sole discretion.

5.2. IfCODESKputsanendtothisAgreementforanyoftheabovereasonsitdoesnotput an end to any outstanding obligations, including the payment of any additional services used as well as the monthly fee for the remainder of the period for which this Agreement would have lasted if CODESK had not ended it.

CODESK® Limited | Registered in Scotland No SC534598 | Registered Office: Techcube, Edinburgh, EH9 1PL | VAT No. GB246173703 4

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6. Conditions of Use

  1. 6.1.  YoumustcomplywiththefollowingrequirementsastotheuseofthePremisesand any part of it, and you must not authorise or allow anyone else who is employed by you and uses the Premises, or who is otherwise authorised by you to use the Premises, to contravene them.
  2. 6.2.  Clientsareobligatedto:
    1. 6.2.1.  use the Premises or Building only for the permitted use specified in the membership agreement;
    2. 6.2.2.  not obstruct any part of the Premises or Building;
    3. 6.2.3.  not do anything which might invalidate any insurance policy covering any part ofthe Building or which might increase the premium for the Premises or Building;
    4. 6.2.4.  not use any part of the Building for any activities which are dangerous, offensive,noxious, illegal or immoral, or which are or may become a nuisance, annoyance or inconvenience to CODESK acting reasonably or to any other user of the Building or to any neighbouring property;
    5. 6.2.5.  not display any advertisements or signs on the outside of the Premises or Building or which are visible from outside the Premises or Building unless CODESK and the Landlord consent;
    6. 6.2.6.  not actively or passively solicit business to/from other CODESK tenants unless in a mutually beneficial arrangement for the betterment of the CODESK community
    7. 6.2.7.  not overload the floors or walls of the Premises;
    8. 6.2.8.  participate actively in improving energy and water efficiency in the Building andany communal parts, and make use of the recycling facilities provided;
    9. 6.2.9.  not make copies of the keys, and report immediately to us the loss of any suchkeys;

    6.2.10. respectthebusiness,rightsandwishesofotherusersofthePremisesand

    Building and generally contribute to the spirit of mutual co-operation and support

    in the Premises and Building;
    6.2.11. refrainfromcontributingtonoisepollutionintheenvironmentwithexcessive

    volume, continuous sound or other means which could be reasonably identified

    as nuisance;
    6.2.12. notalterorinstallanywiring,ITortelecommunicationsconnectionswithout

    permission from us;
    6.2.13. keepthePremisesandanyworkareayouuseinaneatandtidycondition; 6.2.14. takegoodcareofallpartsofthePremises,theworkareas,equipmentand

    furniture, and not alter any of it without our permission;
    6.2.15. notbringanimalsorpetsintothePremisesorBuilding,withtheexceptionof

    guide and/ or hearing dogs, and;
    6.2.16. complywithsecurityprocedureswhichwewillnotifytoyouatthe

    commencement of your Agreement together with any changes to such procedures which we notify to members from time to time.

  3. 6.3.  WhereweprovidefacilitieswhichgiveyouaccesstotheInternet(includingaccessto the World Wide Web), you must use these facilities in a manner consistent with professional business conduct. In particular, accessing or importing any of the following material is strictly forbidden and doing so will be regarded as a disciplinary matter and may lead to your Agreement with CODESK being revoked without refund:

CODESK® Limited | Registered in Scotland No SC534598 | Registered Office: Techcube, Edinburgh, EH9 1PL | VAT No. GB246173703 5

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  1. 6.3.1.  pornographic, obscene or other sexually explicit material;
  2. 6.3.2.  information which is or could reasonably be construed as indecent or offensive;
  3. 6.3.3.  illegal material or material for a criminal purpose;
  4. 6.3.4.  material intended or likely to incite racial or religious hatred; material whichinfringes another party’s intellectual property rights;
  5. 6.3.5.  material to gain unauthorised access to or for the corruption of our systems,data, networks or computer equipment or of other individuals and organisations;
  6. 6.3.6.  gambling or soliciting for personal gain or profit.
  1. 6.4.  Youmustadequatelyinsureanyemployeeswhousethepremisesandallitemswhich you leave in the Premises. You are advised to insure against all potential loss, damage, expense and liability.
  2. 6.5.  YouraccesstothePremisesisviasecureddoorsontheEastandWestsideofthe building, or through the Summerhall building.
  3. 6.6.  Shouldyouactivateanyalarminthebuilding,wereservetherighttorecoverfromyou any call-out charges thus incurred.
  1. Confidentiality
    1. 7.1.  EachpartyagreesandundertakesthatduringthetermofthisAgreementand thereafter it will not disclose or use for its own purposes any confidential information relating to the other party.
    2. 7.2.  Theprovisionsofthisclauseshallremaininfullforceandeffectnotwithstandingany termination of this Agreement.
    3. 7.3.  Theknowledgeandunderstandingofotherbusinessesoperatingwithin,usingthe services of, or working with tenants of CODESK, Techcube and Summerhall will be kept confidential and should not be transmitted to any other party.
  2. Indemnities

8.1. Otherthaninrespectofdeathorpersonalinjuryarisingfromournegligence,youwill keep us indemnified against all and any liability, claims, demands, proceedings, losses, damages, costs or expenses which may be incurred by us or raised against us as a result directly or indirectly of your use of the services including, but not limited to, those arising from loss or damage to the property of your employees, your customers or any person in any way connected with you or your business.

CODESK® Limited | Registered in Scotland No SC534598 | Registered Office: Techcube, Edinburgh, EH9 1PL | VAT No. GB246173703 6

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  1. Limitation of Liability
    1. 9.1.  Exceptinrespectofdeathorpersonalinjuryduetonegligenceforwhichnolimit applies, the entire liability of us to you in respect of any claim whatsoever or breach of this Agreement whether or not arising out of negligence shall be limited to the fees paid by you.
    2. 9.2.  Tothemaximumextentpermittedbyapplicablelaw,CODESKwillnotbeliableforany loss sustained as a result of CODESK’s failure to provide a service as a result of any mechanical breakdown, strike, or termination of CODESK’s interest in the Building. The Customer expressly and specifically agrees to waive, and agrees not to make any claim for damages, direct, indirect, punitive, special or consequential, including, but not limited to, lost business, revenue, profits or data for any reason whatsoever arising out of or in connection with this agreement, any failure to furnish any service provided hereunder, any error or omission with respect thereto, from failure of any and all courier service to deliver on time or otherwise deliver any items (mail, packages, etc.) or any interruption of services.
    3. 9.3.  NothingintheseTermsandConditionsshallexcludeorlimitourliabilityfordeathor personal injury resulting from our negligence or that of our employees, agents or subcontractors.
  2. Assignment10.1.You shall not be entitled to assign your rights or obligations or delegate your duties under this Agreement nor share the benefits of this Agreement with anybody else.
  3. Severability11.1.If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
  4. Changing to a New Virtual Office Service or Membership Agreement12.1.The parties may at any time mutually agree upon and execute a new Virtual Office Service or Membership Agreement. Any alterations in the scope of services to be provided under this Agreement shall be set out in the new Virtual Office Service or Membership Agreement, which shall reflect the changed services and fees and any other terms agreed between the parties and shall supersede the previous Virtual Office Service or Membership Agreement.
  5. Independent Contractors13.1.CODESK and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other.
  6. Force Majeure

CODESK® Limited | Registered in Scotland No SC534598 | Registered Office: Techcube, Edinburgh, EH9 1PL | VAT No. GB246173703 7

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14.1.Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, terrorist attack, the act or omission of government, highway authorities or any telecommunications carrier, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

  1. Data Protection15.1.CODESK undertakes to protect tenant information from exposure or breach, as is reasonably practicable.

    15.2.CODESK will not sell or transfer information to any other party unless legally obliged to do so.

    15.3.Personal Information

    15.3.1. WillbeheldsecurelyinCODESK’sCRMapplication
    15.3.2. WillbeheldwhileatenanthasanactiveagreementwithCODESK. 15.3.3. Willbemadeportableandtransferredtotheindividualwithin30daysof

    receiving a request from the concerned individual.
    15.3.4. WillbedestroyedandremovedfromallCODESKsystemswithin:

    15.3.4.1. 180 days in the case of an enquiry which has not been followed up by the individual.

    15.3.4.2. 5 years in the case of a ceased agreement to allow for legal recourse and to ensure obligations are upheld.

    15.3.4.3. 30 days of a request to remove, unless legally or contractually impractical.

    15.3.5. Willnotbesoldorsharedwiththirdpartiesunlessrequestedbytheindividual concerned or CODESK is under a legal obligation to do so.

    15.3.6. Willnotbeusedtoprofile,markettoorotherwisebenefitCODESKunless agreed to separately by the customer.

  2. Governing Law and Jurisdiction16.1.This Agreement shall be governed by and construed in accordance with Scots law and the parties agree that the courts of Scotland shall have jurisdiction in relation to any matters arising out of, or in connection with, this Agreement and, for those purposes, the parties irrevocably submit to the exclusive jurisdiction of those courts.