In these T&Cs, the following terms having the meaning as described below:

"Additional Services" means any services provided by Lister Place to you that do not constitute the Services.

"Ad-Hoc Booking" means any Booking by a Non-Member.

"Booking" means the confirmed reservation granting you the right to access and use the designated Co-Working Space/Meeting Room at the Premises on the specified date at the specified time, and as secured by successful payment of the relevant Booking Fee, followed by a confirmation email from Lister Place.

"Booking Fee" means the relevant Fee associated with the reservation of a Co-Working Space/Meeting Room as indicated on the Website Booking Portal or otherwise provided by Lister Place in advance. This will vary depending on whether you are a Member or not.

"Booking Portal" means the technical portal available on the Website for making Ad-Hoc Bookings.

"Cancellation Fee" means the Fee payable by you when you cancel a Booking, as applied and calculated in accordance with Clause 3.6.

"Code of Conduct" means the applicable rules for use of the Premises or engagement with Lister Place as set out in Clause 8.

"Contract" means the contract between you and Lister Place, consisting of various documents and conditions, as more accurately described in Clause 1.2 depending on whether you are a Member or not.

"Co-Working Space" means the co-working space that you have Booked at the Premises, as per the options available on the Website.

"Designated Attendee" has the meaning given to it in Clause 4.7.

"Discounted Member Rates" means the discounted Fees which Members benefit from.

"Effective Date" means the date on which the Contract commences either: (i) the later of signature of the Membership Form or payment of the Joining Fee; or (ii) immediately following you making payment, via the Website, for an Ad-Hoc Booking.

"Enhanced Opening Hours" means 7am to 7pm on any working day that is not a recognised national public holiday, or as varied from time to time by Lister Place.

"Facilities" has the meaning given to it in Clause 6.2.

"Fees" means any fees payable under the Contract.

"Force Majeure Event" means any circumstance not within a Party's reasonable control including, acts of God, flood, civil war, terrorist attack, government regulation, disaster, fire, explosion, collapse of buildings, earthquake, strikes, civil commotion or riots, or other similar cause beyond the control of the Parties making it inadvisable, illegal, or impossible to fulfil the obligations of the Contract.

"Joining Fee" means the one-off joining fee required to be paid by you in order to trigger membership.

"Lead Contact" means the key person who is responsible for managing your engagement with Lister Place.

"Lister Place" "we", "our" or "us" means AnywhereWorks Ltd (Lister Place being the trading name of the business in relation to its operation of the co-working Premises), with UK company registration no. 09690353, and having its registered address at 3rd Floor 207 Regent Street, London, England, W1B 3HH.

"Lister Place Brand" means (i) the unregistered logo presented in the header of these T&Cs, and (ii) the unregistered slogan presented in the footer of these T&Cs.

"Lister Place Privacy Statement" means our privacy statement relating to use of the Premises.

"Meeting Room" means the meeting room that you have Booked at the Premises, as per the options available on the Website.

"Member" means you provided that you have paid and are up to date with your Membership Fees.

"Membership Fees" means the Joining Fee and any Booking Fee associated with the Recurring Booking, as specified on the Membership Form or as increased in accordance with the Contract from time to time.

"Membership Form" means the form containing the details of your membership with Lister Place and referencing any associated Membership Fees, as signed by you or your authorised representative.

"Non-Member" means you provided that you are not a Member, and you make a Booking.

"Opening Hours" means 8.30am to 5.30pm on any working day that is not a recognised national public holiday, or as per amended hours provided from time to time by Lister Place.

"Parties" means you and Lister Place collectively.

"Party" means either you or Lister Place.

"Premises" means the co-working office at 11 Rutland Street, Edinburgh, EH1 2AE.

"Recurring Booking" has the meaning given to it in Clause 4.1.

"Services" means the Services provided by Lister Place, as more accurately described in Clause 6.2.

"Termination Date" has the meaning given to it in Clause 4.1.

"Website" means the website with the following URL: https://www.listerplace.co.uk/.

"you" and "your" means any individual, sole trader or company that makes a Booking and/or signs a Membership Form.

• 1.

  Contract

• 1.1

  These T&Cs are applicable between you and Lister Place from the Effective Date. They apply when you establish a relationship with Lister Place for the Services, either by: (i) signing up to become a Member; or alternatively (ii) if you make an Ad-Hoc Booking with us.

• 1.2

  The T&Cs form an integral part of the Contract. In the case of Members your Contract consists of these T&Cs and the Membership Form. Where you have made an Ad-Hoc Booking your Contract consists of these T&Cs read in conjunction with the Booking Fees and any associated terms and conditions, both as provided on our Booking Portal, provided at the time of your Booking.

• 1.3

  The term of your Contract shall be as follows:

  • 1.3.1

    In the case of Members, your Contract shall run from the Effective Date and shall automatically renew on a monthly basis until the Termination Date; and

  • 1.3.2

    In the case of Non-Members, your Contract shall run from the Effective Date until the time that you leave the Premises following expiry of your Booking.

• 1.4

  Please be aware that following expiry or termination of your Contract, any provision of the Contract which, by its nature or implication, is intended to survive termination shall continue in full force and effect. For example, Clause 15 shall continue in full force and effect following expiry or termination of your Contract.

• 1.5

  All Contracts are subject to these T&Cs.

• 2.

  Application

• 2.1

  These T&Cs apply to both Members and Non-Members of the Premises. Those terms and conditions which are expressly drafted for Members (such as for example Clause 4), apply to Members only. All other terms are generally applicable and apply to both Members and Non-Members.

• 3.

  Bookings

• 3.1

  Please be advised that under no circumstances will the confirmation by Lister Place of your Booking be deemed to create a tenancy nor shall it confer upon you any exclusive right to use or occupy the Premises or any part thereof, including your allocated Meeting Room and/or your Co-Working Space.

• 3.2

  When making an Ad-Hoc Booking, unless other specified by us, you are required to pay the Booking Fee upfront.

• 3.3

  Once the Booking Fee has been successfully paid by you, you will be entitled to attend the Premises on the relevant date and time and will benefit from the provision of the Services by Lister Place during this period.

• 3.4

  An Ad-Hoc Booking can be made, for any available Co-Working Space or Meeting Room, by following the steps mandated by the Booking Portal on the Website or via such other method provided by Lister Place from time to time. Please be aware that under no circumstances will payment for an Ad-Hoc Booking be deemed to constitute payment of the Membership Fees or any part thereof.

• 3.5

  All Member Bookings are handled by our staff directly or via such other method provided by Lister Place from time to time. In order to make a Member Booking at the Discounted Member Rates please email hello@listerplace.co.uk, including details of your proposed Booking. Alternatively you may contact Lister Place via any of the methods available on the Website.

• 3.6

  You are entitled to request a cancellation to a Booking by notifying Lister Place via email to hello@listerplace.co.uk or any other available contact methods on the Website, in advance. We shall then confirm this cancellation via email, subject to the full and final payment of the applicable Cancellation Fee, as set out in the table below:

  Cancellation Request Received	Applicable Cancellation Fee
  30 days + prior to the Booking	No Cancellation Fee
  8 - 30 days prior to the Booking	100% credit of associated Booking Fee
  Less than 7 days to Booking	100% of associated Booking Fee

• Where a Cancellation Fee is applicable we will provide you with an invoice for the relevant Cancellation Fee, which shall be immediately due and payable.

• Alternatively where you are due a refund of any Booking Fees paid in advance we will use reasonable efforts to refund such Booking Fee to the card or account from which it was originally paid no later than [7] days from the date of confirmation of cancellation by Lister Place.

• 4.

  Membership

• 4.1

  In order to join as a Member you are required to pay a one-off Joining Fee. Thereafter, you are required to maintain at least one Booking per calendar month in order to retain your membership (your "Recurring Booking"). If you do not maintain at least one Booking per calendar month then your membership will terminate on the first day of the month after any calendar month in which no Booking has been maintained (the "Termination Date"), and you will lose all benefits of your membership from this date.

• 4.2

  In order to reinstate your membership status, where you are a former Member, you will be required to pay a new Joining Fee. Unless otherwise advised by you, all details of the membership shall remain the same as previously provided. In these circumstances, a new Contract with Lister Place will be triggered from the Effective Date of the new membership.

• 4.3

  Each Members' Recurring Booking shall be administered in accordance with the details set out within their relevant Membership Form, [including the associated Discounted Member Rates (subject to such increases as may be informed by Lister Place from time to time in accordance with Clause 5.5)].

• 4.4

  Members are entitled to Discounted Members Rates on all Services and such other Member benefits as narrated within this Clause 4 or as advised by Lister Place from time to time.

• 4.5

  Members may request variations to the details originally narrated within their Membership Forms by emailing hello@listerplace.co.uk or by utilising any other available contact method for us on the Website. Any knock-on amendments which are required to be made to a Members' Recurring Booking shall be administered by Lister Place directly.

• 4.6

  Each Member shall all times provide and maintain valid and up to date contact details for their Lead Contact. Any variations to the Lead Contact should be notified to Lister Place by emailing hello@listerplace.co.uk or by utilising any other available contact method for us on the Website. The Lead Contact is the individual responsible for making Member Bookings and dealing with any cancellation, conduct or any other issues which may arise during the term of the membership.

• 4.7

  We shall assume that any Booking made by the Lead Contact is a valid Booking. For all Member Bookings the Lead Contact will use reasonable endeavours to provide the name and contact details of at least one attendee for each specific Booking (including for a Recurring Booking) (the "Designated Attendee") in order that they can check in personally at reception on the day. We shall take no further responsibility for monitoring attendees at the Premises in relation to specific Bookings and, to the fullest extent permitted by applicable law, we expressly exclude all liability for any associated losses or damages.

• 4.8

  By virtue of your membership you may use the Premises as your registered address at no additional cost, subject to the following conditions:

  • 4.8.1

    Upon our request you must provide Lister Place with sufficient evidence of the registration of your company at UK Companies' House;

  • 4.8.2

    Upon our request you will be required to promptly and diligently follow any instruction in connection with our legal obligations to comply with relevant applicable laws or regulations such as those related to anti-money laundering. We reserve the right to determine in our sole discretion, whether such legal requirements have been successfully fulfilled. If we determine that such requirements have not been fulfilled, we shall not be obliged to provide you with this particular service; and

  • 4.8.3

    Upon termination of your membership, you shall (i) refrain from using or narrating the address of the Premises as your Registered Address, and (ii) take all necessary actions to change your Registered Address from the address of the Premises.

• 4.9

  By virtue of your membership you may access the Premises during the Enhanced Opening Hours. Please contact Lister Place for details on how to do so. This benefit is administered at our sole discretion and may be revoked at any time if we consider there is a security risk.

• 5.

  Payment and Fees

• 5.1

  All Bookings are subject to the payment of the relevant Booking Fees.

• 5.2

  Member invoices for payment of the Recurring Booking, for any other Bookings made within the relevant calendar month and for any Additional Services provided by Lister Place during that month, will be consolidated within one invoice produced on a monthly basis. This invoice is due and payable within [14] days of issue to the Lead Contact.

• 5.3

  Unless otherwise narrated within these T&Cs, all invoices issued under the Contract for the Services or for any Additional Services is due and payable within [7] days of issue to the Lead Contact or such other person who has been designated by you as the person responsible for dealing with payments.

• 5.4

  In the event that payment of an invoice is not received by the due date, we reserve the right to charge interest on the overdue amount at a rate of 4% per annum above the Bank of England's base rate from the due date until payment is received in full. Interest will accrue daily and will be applied on a compounding basis.

  If payment remains outstanding for more than [16] days, we may also charge reasonable administrative costs incurred in recovering the overdue amount. You acknowledge and agree that where payment of any invoice remains outstanding for more than [16] days this constitutes a material breach of your Contract, giving Lister Place the discretionary right to terminate with immediate effect.

• 5.5

  Invoices may be issued by Lister Place via third party fintech providers, any technical issues with the invoice itself or payment of the invoice must be raised with them directly.

• 5.6

  Lister Place reserves the right to increase all Fees at its sole discretion. We will use reasonable endeavours to give Members no less than [30] days prior notice of any increase in any Membership Fees prior to their implementation.

• 6.

  Services

• 6.1

  From the Effective Date and in return for payment of the Booking Fees, you will have the right to benefit from the Services in association with your Booking

• 6.2

  The Services include provision of the Co-Working Space/Meeting Room in accordance with your Booking details and complimentary use of or access to: WIFI; facilities to make Tea/Coffee; small kitchenette type facilities, general use of co-working areas, WCs, all electronic equipment stationed within your Co-Working Space/Meeting Room, as indicated prior to Booking; and all manual equipment present within your Co-Working Space/Meeting Room, as indicated prior to Booking (together the "Facilities"). For the avoidance of doubt, use of the Facilities is not guaranteed and may be subject to reasonable outages, shortages and/or repairs as anticipated within any working office. We shall use reasonable endeavours to notify you in advance of any such issues which might affect your visit. In the case of the co-working areas we cannot guarantee that these will be free and available on the day of your Booking.

• 6.3

  You may request and/or we may choose to provide Additional Services at our sole discretion. We reserve the right to charge an additional Fee for any Additional Services provided.

• 7.

  Termination

• 7.1

  Non-Members may terminate their Contract by cancelling their upcoming Booking in accordance with Clause 3.6, email confirmation of cancellation of the relevant Booking by us, shall trigger immediate termination of the Contract. Otherwise your Contract will terminate as anticipated following your departure from the Premises on the date of your Booking.

• 7.2

  Members may terminate their membership (and by virtue their Contract) at any time at their absolute discretion. Where you are a Member you should contact Lister Place directly, by emailing hello@listerplace.co.uk or by utilising any other available contact method for us on the Website, to terminate your membership/Contract. This will involve cancelling all upcoming Bookings within the then current calendar month. For the avoidance of doubt, Lister Place will simultaneously cancel all future Bookings that you may have with us. Your membership/Contract will then terminate on the Termination Date.

• 7.3

  We reserve the right to terminate any Contract immediately, notwithstanding any upcoming Bookings, following: (i) a material breach of these T&Cs; (ii) a suspension or cessation of your business activities by you; (iii) a Force Majeure Event effecting you which lasts more than [15] days; (iv) upon receiving advice from any government authority or other legislative body that it has reasonable suspicion that you are conducting criminal activities from the Premises, or you are or will become subject to any government sanctions; or (v) you becoming insolvent or bankrupt. Where we have terminate a Contract in accordance with this Clause 7.3, no refunds or compensation for outstanding Bookings will be provided to you. To the fullest extent permitted by applicable law, we shall not be liable for any loss, damage, costs, or expenses you incur as a result of such termination.

• 7.4

  We reserve the right to terminate any Contract for any reason by providing you with not less than [30] days advance notice. Where we choose to exercise this right, we will refund you any amounts that you have paid in advance for upcoming Bookings. Subject to payment of such refund(s), to the fullest extent permitted by applicable law, we shall not be liable for any other loss, damage, costs, or expenses you incur as a result of such termination.

• 8.

  Code of Conduct

• 8.1

  By making a Booking you agree to adhere to the Code of Conduct which is designed to create a positive, productive and respectful environment for all Members, users, guests and staff. Any violation of the Code of Conduct may result in immediate suspension of the Services by us and any other reasonable corrective action that we consider at our sole discretion to be appropriate.

• 8.2

  You may invite any guest as you please to the Premises at your discretion, provided that they adhere to the Code of Conduct and all such other conditions of these T&Cs which may affect their use of the Premises. For the avoidance of doubt you will be responsible for any of their transgressions.

• 8.3

  Your use of a Co-Working Space, Meeting Room(s) and the Premises will be subject at all times to the reasonable instructions of our staff.

• 8.4

  Subject to Clause 4.9, you are only authorised to use the Premises during the Opening Hours. Opening Hours are subject to change upon advance notification by us.

• 8.5

  All Co-Working Spaces/Meeting Rooms must be left in the condition that you found them upon arrival. You will be immediately liable to Lister Place for any damage that you cause to any specific Co-Working Space, Meeting Room or the Premises more generally, excluding reasonable wear and tear, which will be determined at our sole discretion.

• 8.6

  By making a Booking you acknowledge and agree to fair use of the internet, central heating and any other available utilities whilst on the Premises. We reserve the right to determine any usage patterns deemed to be outside of fair use at our sole discretion.

• 8.7

  By making a Booking you acknowledge and agree that you shall not undertake any of the following actions, whilst on the Premises:

  • 8.7.1

    Failing to adhere to the instructions of our staff; breaching Clauses 8.5 and 8.6; undertaking commercial activities at the Premises that would not ordinarily be undertaken at an office e.g. retail activities; engaging in any activity would be considered as in direct competition to the activities of Lister Place; engaging in any illegal activity; using the WIFI to access any illegal or inappropriate content; engaging in antisocial behaviour which might affect other users or guests; harassing or discriminating against others; smoking or vaping; excessive alcohol consumption; unsolicited sales or networking directed at other users or guests; bringing dangerous items onto the Premises; unauthorized recording (via photos, audio recording or videos) of others without their consent; and not adhering to the security procedures in Clause 9 or otherwise as advised by Lister Place from time to time.

• 8.8

  You acknowledge and agree that any breach of Clause 8.7 constitutes a material breach of your Contract giving Lister Place the discretionary right to terminate with immediate effect.

• 8.9

  Without prejudice to any other remedy available under the Contract, where any individual associated with your Booking undertakes any of the actions described in Clause 8.7 above, we reserve the right to remove that individual from the Premises and/or to cancel your Booking with immediate effect. Depending on the severity of the transgression we may also ban you from the Premises.

• 9.

  Security

• 9.1

  You must comply with all instructions and policies provided by Lister Place relating to security of the Premises. In particular we require that if you are the last people on the Premises that you ensure the it is securely locked by closing the front doors and testing the locking mechanism. You will be liable for any loss, theft or damage caused as a result of failure to secure the Premises before leaving.

• 9.2

  Subject to Clause 4.9, you must never try to access or stay within the Premises out with the Opening Hours.

• 9.3

  You must never do anything to jeopardise the security of the Premises, including but not limited to, leaving windows open, leaving doors unlocked, propping open doors, or sharing any keys/passwords/codes required for accessing the Premises.

• 10.

  Pets

• 10.1

  Well behaved dogs are welcome to accompany any visitors to the Premises, provided they are good with strangers, and are supervised at all times to ensure a comfortable environment for all visitors. Lister Place kindly asks you to provide us with advance warning of your intention to bring your furry friend(s) onsite. We reserve the right to: (i) withhold entry to any dogs where we have not been provided with advance notice of their attendance; or (ii) require that the owner of any dog takes them off the Premises, where they are causing disruption to others.

• 11.

  Health and Safety

• 11.1

  You must comply with all instructions and policies provided by Lister Place relating to health and safety within the Premises. In particular you are responsible for maintaining a list of all attendees at each Booking and making this available to Lister Place upon request.

• 12.

  Access

• 12.1

  We, including any third parties designated by us, reserve the right to access all Co-working Spaces/Meeting Rooms, with or without prior notice, for safety or emergency purposes or for any other legitimate purposes, including maintenance. To this end, We also reserve the right to temporarily remove furniture, fixtures , equipment or fittings and/or other items available in the Co-Working Spaces/Meeting Rooms. We further reserve the right to temporarily alter and/or modify the Co-working Spaces/Meeting Rooms, including temporarily providing you with an alternative Co-Working Space/Meeting Room or temporarily closing parts of the Premises (including specific Co-Working Spaces/Meeting Rooms) due to meetings, events or similar activities at our sole discretion.

• 13.

  Reputation

• 13.1

  You shall not, at any time, make or publish any statement or take any action, whether directly or indirectly, that may harm, disparage, or otherwise adversely affect the reputation, goodwill, or brand of Lister Place. This obligation shall survive the termination or expiry of the Contract.

• 14

  Intellectual Property

• 14.1

  All intellectual property rights in the Lister Place Brand shall remain our exclusive propert

• 15

  Your Liability

• 15.1

  Where you are a company or otherwise where you have permitted people to be on the Premises, you will be solely responsible for the actions of all of your employees, agents, contractors, or any other persons permitted to be on the Premises by you.

• 15.2

  Without prejudice to any of our rights or remedies, you shall indemnify, and keep indemnified, us, our staff, our agents, from and against all losses, claims, proceedings, actions, damages, suits, demands, charges, costs and expenses arising directly or indirectly out of or relating to:

  • 15.2.1

    any advice or information given or omitted to be given by you;

  • 15.2.2

    any other acts or omissions by you;

  • 15.2.3

    any damage to the Premises, its equipment, contents or fittings by you, your agents, contractors, officers, employees, guests and all other persons attending or associated with a Booking; and

  • 15.2.4

    any infringement of our Intellectual Property by you.

• 15.3

  We shall use reasonable endeavours to notify you:

  • 15.3.1

    within 48 hours after a Booking of any damage by you (or any person permitted to be on the Premises by you) to the Premises, its equipment, contents or fittings; and

  • 15.3.2

    within 20 days thereafter the Booking the cost of repair of such damage.

• 15.4

  You shall be liable for and shall immediately make good all damage occurring to the Premises, its equipment, contents or fittings occasioned by you or any person permitted to be on the Premises by you or otherwise arising out of or in connection with a Booking whether or not we have notified to you within the time limits specified in Clause 15.3. We shall be entitled to undertake all cleaning and/or repairs to the Premises as we deem in our sole discretion to be it necessary, and you shall be solely responsible for the cost of all such cleaning and repairs.

• 16

  Our liability

• 16.1

  We will not be liable under the Contract with you in contract or otherwise (including any liability for any negligent act or omission) for any special, indirect or consequential losses including but not limited to loss of revenue, goodwill, use or corruption of software, opportunity, business, contract, anticipated savings, profits or wasted expenditure howsoever arising out of or in connection with, the performance of our obligations or any breach of our obligations under the Contract, whether or not such loss or damage is foreseeable, foreseen, or known, provided that nothing in the Contract shall exclude or restrict our liability for death or personal injury or for any other matter which cannot be excluded or limited by law.

• 16.2

  Subject to Clause 16.1, our maximum liability to you (including but not limited to any liability for any negligent act or omission) for loss or damages which are not otherwise limited or excluded under our Contract with you howsoever arising out of or in connection with the performance or observance of our obligations or any breach of our obligations under the Contract will be limited to a sum equal to the total Fees that you have paid within the 12 calendar month period prior to the event giving rise to the relevant claim.

• 16.3

  We shall in no event be liable for any loss or damage to you for any property, equipment, personal belongings, or other effects of you or any Booking attendees whilst on the Premises.

• 16.4

  Other than as expressly and specifically provided in the Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

• 17

  Insurance

• 17.1

  We recommend that you take out Business Contents Insurance for the duration of the Contract.

• 18

  Data Protection

• 18.1

  By making a Booking you acknowledge that you have read and that you agree to the terms of the Lister Place Privacy Statement, including acknowledging your consent to the relevant data processing activities where required.

• 18.2

  In the context of the provision of the Services we process the personal data of Members and Non-Members, this includes Names, Email Addresses, Mobile Numbers and in some limited cases Addresses. We also maintain CCTV surveillance throughout the Premises for the purposes of enhancing security and for the safety individuals and the contents within the Premises more generally. For information regarding the processing of this personal data, how long the information is retained and your rights as a data subject, please consult the Lister Place Privacy Statement.

• 19

  Force Majeure

• 19.1

  Neither Party is responsible for any failure to perform its obligations under this Contract if it is prevented or delayed in performing those obligations by a Force Majeure Event. Where there is a Force Majeure Event, the Party prevented from or delayed from performing its obligations must immediately notify the other Party giving full particulars of the Force Majeure Event and the reasons why the Force Majeure Event is preventing or delaying that Party from performing its obligations and that Party must use its reasonable efforts to mitigate the effect of the Force Majeure Event upon its or their performance and to fulfil their obligations.

• 20

  Miscellaneous

• 20.1

  Amendment of the T&Cs

  • 20.1.1

    Lister Place may amend these T&Cs, with a minimum [30] days' notice period. If any such amendment results in a material adverse effect on your rights or obligations under the Contract, you may terminate the Contract within thirty [30] days of receiving notice of the amendment, provided you can reasonably evidence such effect. Termination shall be effective on the date the amendment would otherwise take effect, without penalty. Where you choose to exercise this right Lister Place we will use reasonable efforts to refund any advance Booking Fees that you no longer wish to retain.

• 20.2

  Entire Agreement

  • 20.2.1

    The Contract constitutes the entire contract between the Parties, it supersedes and extinguishes all previous contracts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter;

  • 20.2.2

    Each Party acknowledges that in entering into the Contract that it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out within the Contract. Each Party Agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

• 20.3

  Variation

  • 20.3.1

    No variation of the Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

• 20.4

  Waiver

  • 20.4.1

    A waiver of any right or remedy by a Party available to it under the Contract or under applicable law is only effective if given in writing by that Party and shall not be deemed a waiver of any subsequent right or remedy available under the Contract or under applicable law.

  • 20.4.2

    A failure or delay by a Party to exercise any right or remedy provided under the Contract or under applicable law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or under applicable law, by a party, shall prevent or restrict the further exercise of that right or remedy or any other right or remedy by a Party.

• 20.5

  Severance

  • 20.5.1

    If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 20.5.1 shall not affect the validity and enforceability of the rest of the Contract.

• 20.6

  General Terms and Conditions

  • 20.6.1

    Your terms and conditions will not apply to any arrangement between you and Lister Place for the Services.

• 20.7

  Conflict of Terms

  • 20.7.1

    In the case of Members, if there is a conflict or inconsistency between the terms of the Membership Form and these T&Cs, the terms of the Contract prevail.

  • 20.7.2

    In the case of Non-Members, if there is a conflict or inconsistency between any terms and conditions on the Booking Portal and these T&Cs, the terms and conditions of the Booking Portal shall prevail.

• 20.8

  Notices

  • 20.8.1

    Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

    • 20.8.1.1

      delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

    • 20.8.1.2

      sent by email to the address of the Lead Contact or in the case of Lister Place to: hello@listerplace.co.uk.

    • 20.8.1.3

      Any notice or communication shall be deemed to have been received:

      • 20.8.1.3.1

        if delivered by hand, at the time the notice is left at the proper address;

      • 20.8.1.3.2

        if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 20.8.1.3.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

    • 20.8.1.4

      This Clause 20.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

• 20.9

  Third Party Rights

  • 20.9.1

    The Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce any term of the Contract.

• 20.10

  Governing law and Jurisdiction

  • 20.10.1

    The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of Scotland. Each party irrevocably agrees to submit to the jurisdiction of the Scottish Courts.