Unlimited Member Terms
These Unlimited member terms set out the terms and conditions (these “Terms and Conditions”) that apply to the unlimited coworking membership that you have purchased from us on a ‘pay monthly’ basis so that you can use our co-working space for your business.
Our agreement with you is comprised of (i) the details (including charges) forming the unlimited membership plan chosen when you completed our sign up form titled ‘Join Work.Life’ (which can be found here: https://work.life/coworking/), and the subsequent membership confirmation email sent to you from us (the “Unlimited Membership”), (ii) the these Terms and Conditions, and sets out the terms on which Your Membership will be managed by Work.Life (the “Agreement”).
Please note that all of our services, Premises and Coworking Spaces are provided to you (and all members) in the course of your/their business or trading, regardless of whether you are signing up one of our memberships as a company/entity or an individual, and such services, Premises and/or Coworking Space are not to be used solely (or mainly) for personal or private use.
The following definitions and rules of interpretation apply in these Terms and Conditions.
“Access Hours” means the hours in which you have access to the Premises, being 24 hours a day, 7 days a week.
“Company” means a company specified in the ‘For Registered Companies’ section of our sign up form titled ‘Join Work.Life’, to whom the individual (or business) completing the Unlimited Membership form is an employee, worker, consultant, director, or otherwise connected to.
“Coworking Space” means dedicated shared workspace at any Work.Life location(s) which has been allocated, by Us, for use by our unlimited members.
“Member’s List” means the list of all individuals or business who are connected to the Company (including employee, worker, consultant, director, or otherwise connected) and have signed up to the Unlimited Membership in such connected capacity with the Company, and who the Company have agreed to pay the requisite Charges for.
“Membership Manager” means the member of Work.Life personnel designated by Us to be Your contact person (or the designated contact point for each specific Premises) for the purposes of managing Your membership and dealing with any requests, issues or concerns.
“Portal” means the online platform owned by Work.Life and made available to members at app.work.life, in order to manage your membership and receive updates and notifications from Work.Life;
“Premises” means a Work.Life coworking space, property, premises, or location, in which a Coworking Space is located.
“Regular Business Hours” means the hours on the Business Days on which Work.Life are available to (i) provide any applicable Services, (ii) maintain and service the Premises, and (iii) deal with any issues or queries that arise, being 8.30am to 5.30pm Monday to Thursday and 8.30am to 5pm Friday.
“Regular Business Days” means the day(s) on which Work.Life are available to provide (i) any applicable Services, (ii) maintain and service the Premises, and (iii) deal with any issues or queries that arise, being Monday to Friday, excluding any public holidays in England.
“Services” means the facilities and services available to you (as provided by us) under your Unlimited Membership, as more particularly defined at clause 2.2.
“Team Lead” means, where a Company has signed up for the Unlimited Membership as a company (and not an individual), the main/key individual confirmed by you (acting on behalf of the Member company) on our sign up form titled ‘Join Work.Life’, as updated by written notice to us from time to time.
“Unlimited Charges” means the charges applicable to your Unlimited Membership, as set out in the Unlimited Membership (and as updated on our website (https://work.life/coworking/) from time to time) and/or as stated in clause 9, for the avoidance of doubt, where there is any conflict between the fees set out on our website and the fees in these Terms and Conditions, the fees stated on our website (https://work.life/coworking/) will apply.
“We” , “Work.Life” or “Us” means Work.Life Holdings Limited incorporated and registered in England and Wales with company number 09541627, whose registered office is at Waverley House, 9 Noel Street, London, W1F 8GQ, or (where different) as confirmed to you in the membership confirmation email.
“You” or “Member” means the company or individual who signs up online to the Unlimited Membership and received a confirmation email with the terms they have agreed to, and includes the Company, if applicable.
2. Unlimited Membership
2.1. Subject to, and in accordance with, the terms of the Agreement we will provide You with the Services (as set out in clause 2.2 below) and any Additional Services that You may request from time to time (in accordance with clause 3) during the Regular Business Hours.
2.2. The Services provided by Us will include the following, facilities during Regular Business Hours:
i. Access to and use of the Premises and Coworking Space during the Access Hours.
ii. Use of the shared internet connection at the Premises.
iii. Use of meeting rooms, at the Premises, subject to availability in accordance with clause 6 (Meeting Room Bookings)
iv. Use of printers/copiers/scanners in accordance with the charges set out below in clause 4 (Print/Copy Service).
v. Mail handling services in accordance with clause 0 (Mail Handling Services).
vi. Access to exclusive Work.Life events, promotions and benefits. vii. Maintenance, and waste disposable of and around the Premises.
viii. Front desk and guest services. (Together the “Services”).
2.3. Use of the Premises is subject to sufficient space being available at the Premises (and in the Coworking Space) to accommodate safely and comfortably the members wishing to use the Coworking Space at any one time.
2.4. We will, in our sole discretion, determine the capacity levels when use of, and access to, the Coworking Space is requested by You, and our decision in respect of such shall be final and binding.
2.5. There may be times when space is not available, and You are refused entry to the Premises.
2.6. Work.Life will be staffed during Regular Business Hours on Regular Business Days, however, you will be able to access the Premises and the Coworking Space during the Access Hours (to include access on national holidays unless communicated otherwise).
2.7. We reserve the right to shorten or amend the Access Hours. In the event that we make any such changes we shall give you as much notice as possible. There may be circumstances, which are outside of our control, where we cannot give you advance notice of such changes.
2.8. In delivering the Services (and any Additional Services) to You, We shall:
i. deliver the Services (including any Additional Services) with reasonable care and skill;
ii. comply with all applicable laws, statutes, regulations, and codes, from time to time in force; and
iii. use Our reasonable endeavours to observe all reasonable health and safety rules and regulations, and security requirements that apply to the Premises.
2.9. You acknowledge and agree that where you have signed up for the Unlimited Membership as part of a Company, You:
i. will continue to be bound by these Terms and Conditions, and responsible for the obligations contained herein;
ii. you will complete the Unlimited Membership sign-up form (titled ‘Join Work.Life’) in the same manner as the Company completed when it registered for the Unlimited Membership;
iii. must ensure that the Company has added You to their Member’s List. You will not be considered as registered for Unlimited Membership as part of the Company, until You are added to the Company’s Member’s List. It is Your responsibility to ensure You are added to such list; and
iv. warrant to us that You have all requisite authority to sign up for the or the Unlimited Membership as part of a Company.
2.10. You (and the Company) are responsible for maintaining the accuracy of the names of the Members on the Member’s List and ensuring that at all times this in accurate and complete on the Portal. Changes to the individuals designated as Members must be notified to Us in writing by You with the full details of any new or departing Member and the effective date of any such change. Only those individuals set out on the Members List shall be deemed to be connected to the Company. We reserve the right to limit the number of Members connected to the Company, in connection with the Unlimited Membership.
2.11. We do not guarantee uninterrupted access to the internet and phones at the Premises. We shall not be liable for any losses suffered by You, any persons using your Unlimited Membership or guests as a result of any disruption in service, or any other issues, with the internet connection we provide or any phone connections, use of printers or copiers or any other software or hardware provided at any of the Premises; nor shall We be liable for any losses suffered by You, any persons using your Unlimited Membership or guests, as a result of the closure of any of the Premises at any time or refusal of entry at any time.
3. Additional Services
3.1. The following Additional Services are available to all Members upon request, and subject to any additional charges. See the Membership Manager for further information and pricing:
i. Additional meeting room hours, which can be booked (and purchased) through the Portal.
ii. Additional printing credits, which can be purchased through the Portal.
iii. Additional IT services.
iv. The use of the Premises address as Your formal registered office address filed with and confirmed to Companies House (“Registered Business Address”) with prior consent from Us.
v. Storage lockers.
vi. Any further additional services as confirmed as available to You under the Unlimited Membership, by Your Membership Manager from time to time. (Together the “Additional Services”.)
3.2. Any Additional Services requested by the Members will be provided by Work.Life at an additional cost and subject to Work.Life’s standard service rates and charges from time to time, as confirmed to You by Your Membership Manager.
3.3. If extra or additional Services, including any Additional Services, are provided by a trusted partner of Work.Life (or a third party service provider recommended by Work.Life), Work.Life will not be liable for, and does not accept responsibility for the management of, those additional services.
4. Printing/Copy Services
4.1. Members have access to and use of the printers and copiers available at the Premises, and are entitled to a monthly maximum printing usage of £15 credit. Printouts and copies are charged at 5p per black and white A4 print, 20p per A4 colour print, 20p per black and white A3 print and 40p per A3 colour print. Such costs may be updated from time to time, as published on our website or the Portal, and/or notified to You by Your Membership Manager.
4.2. Your maximum printing usage balance will reset at the end of each calendar month, and no outstanding balance (or any other such credits) will roll over to subsequent months.
4.3. Additional Print/copy credit bundles can be purchased at any time but charged to your account on a monthly basis, you can add these via the Portal or by speaking to your Membership Manager.
5. Mail Handling Services
5.1. We offer a mail handling service to You as a member of the Unlimited Membership. Please note however, that we are not available to forward, or scan post we receive.
5.2. If You choose to use this Service You must collect your post from the Premises during Regular Business Hours. All post must be collected on a regular basis, and no later than within one month of our receipt of such post.
5.3. It is Your responsibility to provide any additional information requested and this mail handling Service will not commence until this information has been supplied to our satisfaction.
5.4. We do not take responsibility for any lost items. We shall not accept any item which exceeds 5kg in weight, 50cm in any dimension or 1 cubic foot in volume.
5.5. We retain the right to return to sender any post or parcels that are not collected within 1 month of our receipt.
5.6. No warranties are given for the availability of our staff to sign for or forward mail delivered to the Premises outside Regular Business Hours.
6. Meeting Room Bookings
6.1. You are entitled to use the meeting rooms located at the Premises, where available from time to time. Meeting room booking and availability can be found on the Portal.
6.2. Meeting room use will be charged in accordance with Our current price lists which can be found on the Portal, and on the Work.Life website at: www.work.life/meetingrooms. Unlimited Members will receive a 50% discount on all such meeting rooms fees.
6.3. To improve everyone’s experience of meeting room usage:
i. You must arrive on time for all meeting room bookings;
ii. if You do not arrive Your within 15 minutes of the start time of Your booking, We will move Your booking to an ‘unattended meeting room booking’; and
iii. unattended meeting room bookings will not be refunded an additional £25+VAT charge will be additionally applied.
6.4. You are able to cancel meeting room bookings up six (6) hours (and up to 48 hours for the boardroom) prior to the start of Your meeting without being charged. For cancellations within 6 hours of the start of Your meeting Your booking will be moved to an unattended meeting room booking by a member of the Work.Life team and still be charged in accordance to Clause 6.3.iii.
7. The Portal
7.1. All Members will have access to the Portal to facilitate the Services being provided by Work.Life.
7.2. The Portal will allow each Member to:
i. use, and purchase additional printing credits (including any available print/copy credit bundles);
ii. book meeting rooms;
iii. access the dashboard containing details of Your Unlimited Membership and any notifications and/or announcements from Work.Life;
iv. receive messages from Work.Life;
v. access the helpdesk; and
vi. billing details (including how payment should be taken by Work.Life).
7.3. In addition to the above, the Portal will allow you (or if relevant, Team Leads) to access the invoices, and (again, where relevant a Members List). Where you are registered for Unlimited Membership as a Company, the Team Lead is responsible for overseeing and managing the Member’s in their Member’s List, including ensuring all invoices are paid in respect of those Members.
7.4. Work.Life will use the Portal to notify Members of any issues affecting the Coworking Space and the Premises, and provide any relevant notices or policies (including those referred to in these Terms and Conditions) to You.
7.6. In relation to the Portal, You confirm that You will not (and shall use Your best endeavours to ensure that anyone using your Unlimited Membership will not):
ii. access, store, distribute, introduce or transmit any viruses, or any material during the course of its use of the Portal that are: (a) detrimental or damaging to the functioning or performance of the Portal; (b) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or offensive; (c) facilitates illegal activity or promotes unlawful violence;
iii. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Portal; or iv. allow any unauthorised access to, or use of, the Portal and, in the event of any such unauthorised access or use, promptly notify Work.Life.
8. Rules and Regulations
8.1. Use of the Premises is subject to sufficient space being available to accommodate safely and comfortably the members wishing to use the space at any one time. We will determine the capacity levels.
8.2. You are not entitled to bring in guests under your membership without booking a meeting room. If you do require your guests to use non-meeting room facilities, they will need to purchase a day pass at our front desk.
8.3. If you do bring a guest to the Premises in accordance with the above, you undertake that:
i. You will be present with such guest at all reasonable times during their visit;
ii. the guest leaves the Premises with You and, for the avoidance of doubt, at the same time as You;
iii. You will be responsible for the actions of Your guests at all times;
iv. You will be responsible for ensuring that Your guests are aware of and agree to be bound by these Conditions;
v. any breach of these Terms and Conditions by a guest will be treated as if You have committed such breach;
vi. Your guests will sign in and out at the front desk every time they enter and leave the Premises;
vii. You will notify Your Membership Manager of any guests at the Premises no later than 12 hours prior to such guests attendance at the Premises; and
viii. You and Your guests will comply with the most up to date version of Work.Life’s guest policy, as made available by Work.Life, or on the Portal, from time to time. Work.Life reserves the right to charge if the guest policy is not adhered to.
8.4. We reserve the right, at Our sole discretion, to grant or refuse access to the Premises to any guest at any time. For the avoidance of doubt, no prior acceptance of a guest’s access will be considered future consent to access, regardless of whether such access is ongoing or occasional.
8.5. You must not carry on any activity or business on the Premises which is dangerous, offensive, noxious, illegal, immoral, or which may become a nuisance, annoyance or inconvenience to Us or other users or any neighbouring premises.
8.6. You will not alter or install any wiring, IT or telecommunications connections in the Premises, or around the Coworking Space, without permission from Us.
8.7. You will maintain the facilities in their existing condition and notify Us immediately should any damage occur. You will be responsible for any damage that You or your guests cause to any such facilities.
8.8. You will use the facilities in a way that regards the rights and interests of other users, this includes but is not limited to; noise levels, the amount of space You are utilising, and your use of the wireless connection.
8.9. You will not do anything which might invalidate any insurance policy covering part of a building or which might increase the premium. A copy of our insurance policy is available on request
8.10. You are entirely responsible for safety of your property and possessions while using the Premises and all such items must be removed when you leave each day, except for property stored in the pre-paid lockers provided. Property left in the pre-paid lockers is still your responsibility. We accept no responsibility for any loss or damage to Your or any visitor’s property while using the Premises whether caused by negligence or otherwise.
8.11. You should maintain insurance for your personal property. Such items are not covered under Our insurances.
8.12. You must not allow Your member card to be used by anyone else and You must not “tailgate” someone else when entering or leaving the Premises or allow anyone to “tailgate” You.
8.13. You will not make copies of any keys or other means of entry to the Premises or lend, share or transfer any keys or member card(s) to any third party. If You lose Your key or member card, We can arrange for a replacement at £10+VAT per member card.
8.14. You will not use the name “Work.Life” or use pictures or illustrations of the Premises in any advertising, publicity or other purpose, without our prior consent.
8.15. You will not take or copy information belonging to other members or their guests without their permission.
8.16. You will not bring pets or animals into the Premises without Our prior written consent, with the exception of guide/ hearing dogs, in accordance with Our pet policy (which can be found on the Portal). Any violation of Our pet policy, will result in an automatic ban on any future consent to bring pets or animals to the Premises;
8.17. You may not use London Premises more than 1 day per week total if your Unlimited Membership is connected to the Reading or Manchester Premises.
8.18. It is Your responsibility to ensure You and Your employees are aware of the health and safety risks and take adequate care when in the at the Premises. Please see our Health & Safety noticeboard for our policies and fire evacuation documents to make sure you are aware of Work.Life’s health & safety procedures.
8.19. We have a bandwidth fair usage policy to ensure everyone has fast WiFi. In the event that excessive usage of bandwidth on a consistent basis is detected, We will contact You to propose a suitable solution. If You decide to decline the suggested solution and the excessive usage continues, We reserve the right to restrict Your access to the internet at our discretion. An example of excessive resource usage would be someone using more than 5% of the available bandwidth over a period of 24 hours.
8.20. Acceptable Use Policy (“AUP”): Work.Life does not monitor or exercise control over the content of the information transmitted or stored by our Members, and you the Member assumes all responsibility for such information. The Service may only be used for lawful purposes according to the laws of England and Wales.
8.21. Sending bulk unsolicited email and violations of system or network security are prohibited. Activities which demonstrably incite denial-of-service attacks (for example the use of “bots” or “flaming” – general anti-social behaviour in online forums etc) are prohibited. Use of the Service for illegal sharing or distribution of software and other intellectual property is prohibited.
8.22. For the avoidance of doubt, you agree and acknowledge that you are equally bound by these Terms and Conditions, in particular the rules and regulations set out in this clause Error! Reference source not found., regardless of whether or not you are connected to a Company within your Unlimited Membership.
9. Unlimited Charges
9.1. Unlimited Charges and any additional charges in accordance with the Agreement, are exclusive of VAT and are payable monthly in advance, by Direct Debit on the first working day of each calendar month (unless agreed otherwise in writing).
9.2. Payments are to be made by Direct Debit only, unless otherwise agreed in writing.
9.3. We can alter the Unlimited Charges at any time on one month’s notice to you. If you do not accept the change in the Unlimited Charges you will be entitled to terminate Your Unlimited Membership.
9.4. All Unlimited Charges which are due to be paid must be paid to Us, in full and cleared funds, within 14 days of the start of the relevant month.
9.5. If you fail to pay Your Unlimited Charges or any other charges owed to Us within 14 days following the due date We reserve the right at our absolute discretion and with immediate effect to exclude Your access to the Premises, or suspend Your Unlimited Membership until the arrears are paid, or terminate Your Unlimited Membership.
9.6. If payment via Direct Debit, credit or debit card (or any other agreed payment method) fails on more than two occasions, we may require You to pay a non-refundable administrative fee of £50+VAT.
9.7. We further reserve the right to pursue any and all remedies available to it under applicable law, including reporting you to applicable credit reporting agencies, in the event of any unpaid invoices hereunder.
9.8. All late payments (those over 14 days from the due date) shall bear interest at 8% per annum plus Bank of England Base Rate, such interest being calculated from the due date until payment. This is in addition to an administration charge per outstanding invoice of £40 for debts under £1,000, £70 for debts under £10,000 and £100 for debt over £10,000.
9.9. We reserve the right to charge you from the specific Premises that you use most frequently, regardless of if you signed up there initially. If we deem it necessary (in our sole discretion and due to your use of a specific Premises) to change your ‘home’ Premises (as specified in your Unlimited Membership or on the Portal) you must do so on the Portal without delay, and if you fail to make such requested change, you acknowledge and agree that we may make this change for you.
9.10. Where you are signed up for the Unlimited Membership as part of a Company, the Company will be responsible for payment of your Unlimited Charges. In the event you are not added to the specified Company’s Member’s List you will remain liable, and will be charged, for all Unlimited Charges until such Company has added you to their Member’s List.
9.11. Where you are signed up for the Unlimited Membership as a Company, and have authorised individuals to sign up as party of your Company, you will be responsible for payment of all charges incurred by the individuals set out in your Member’s List. You warrant to us that the Company agrees to be liable for all charges incurred by the individuals noted your Member’s List.
9.12. It is the responsibility of You (and the Company) to ensure that anyone for whom you will be making payments is added promptly to Your Member’s List, to prevent that person from being charged individually.
10. Membership Freeze
10.1. Members are able to suspend their Unlimited Membership without incurring any charges, subject to this clause 10. In order to effectuate a freeze of your Unlimited Membership, You must provide a minimum of 5 days’ written notice prior to month end, for the suspension to take effect from the commencement of the subsequent month.
10.2. Members can freeze their Unlimited Membership no more than twice per calendar year, with each freeze lasting a minimum of 1 month and a maximum of 3 months. Members who are on maternity leave can freeze their Unlimited Membership for up to 12 months without any cost.
10.3. Freezing will be processed upon receiving a reactivation date for resuming the Unlimited Membership. Payments will resume automatically at the end of the freeze period without requiring additional communication.
10.4. During the freeze period, You will not have access to the Services, any Premises, or any membership benefits. Additionally, you will only have limited access (at our discretion) to the Portal during this period.
11.1. The Agreement shall start when You confirm Your Unlimited membership online and will terminate at the end of your chosen month provided that a minimum of 5 days’ written notice has been given to, and received and acknowledged (in writing) by the Membership Manager (or in the event the Membership Manager is unavailable, any applicable Work.Life employee who is acting in that Membership Manger’s position from time to time).
11.2. If you give notice at any time during the calendar month (but no less than 5 days before the end of that calendar month) then your Unlimited Membership will terminate on the last day of that month. If you give notice within the last 5 days of a calendar month then your Unlimited Membership will not terminate until the end of the following calendar month and you will be liable for all Unlimited Charges (and other such incurred charges) during that notice period.
11.3. We shall be entitled to terminate the Agreement: (i) immediately by written notice in the event You are in breach of these Terms and Conditions or (ii) otherwise for convenience at any time upon the expiry of 1 calendar months’ written notice to You.
11.4. Termination of the Agreement shall not affect the rights of either party in connection with any breach of any obligation under the Agreement which existed prior to the date of termination.
11.5. Following termination of the Agreement, we will be entitled to dispose of any of your property remaining at the Premises that has not been collected within 1 month of termination, and will be entitled to charge You the disposal cost without any obligation to You to store such property. We shall not be liable to You by reason of the disposal and You shall indemnify us in respect of any claim made by a third party. Following termination of the Agreement we will not forward or hold (for any period) any mail.
11.6. If You use Our Registered Business Address service, You warrant that You will immediately, and no later than within 48 hours of termination or expiry, (i) change Your address at Companies House and (ii) remove any Work.Life addresses from Your website.
12.1. Changes to these Terms and Conditions: We reserve the right to review and alter these Terms and Conditions (as well as any Unlimited Membership, Unlimited Charges and any other charges) for any reason, including to reflect the changing needs of the business and to comply with new legislation. All changes will be e-mailed to Members and/or posted on Our website 28 days prior to them taking effect. You will be bound by the new terms from the effective date (as notified).
12.2. Notices: Any notice or other communication given under these Terms and Conditions can be in writing and delivered by hand or sent by pre-paid first-class post or other next working day delivery service to the address given by You in your online application, published on (or sent via) the Portal, or sent by email (i) by us to the email address You have registered with us from time to time, or (ii) by You to our email address stated in the Unlimited Membership or as provided to you from time to time. For the avoidance of doubt, a notice or other communication given under these Terms and Conditions may be given by e-mail or where published (or sent via) on the Portal.
12.3. INDEMNITY: PLEASE READ CAREFULLY: You agree to indemnify us and keep us indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising: (i) from the Agreement and any breach of your obligation contained in the Agreement and the exercise of any rights given by the Agreement, (ii) as a result of or in connection with any claim brought against Us by anybody as a result of any action, or omission to act by You, any person using your Unlimited Membership, or any of Your guests.
12.4. LIABILITY: Other than in respect of death or personal injury caused by our negligence we shall not be liable for the death of, or injury to You or your employees, customers or invitees or for damage to any property of theirs or for any losses or damages or other liability incurred by them in the exercise or purported exercise of the rights granted by the Agreement.
12.5. LOSSES: We cannot accept liability for any loss of business, data, etc. by reason of interruption of or failure to provide services when we are carrying out maintenance or due to matters outside of our control.
12.6. LIABILITY CAP: Having taken into consideration the monthly rolling basis and nature of our contractual relationship with you, Our total liability to You, whether tort (including negligence) for breach of statutory duty or otherwise, arising under or in connection with the Agreement shall be limited to the Membership Fees paid by You in the 12 months preceding such breach.
12.7. Status: The Agreement, the Unlimited Membership and the use of the Premises does not create any landlord and tenant relationship between You and us.
12.8. Third Party Rights: The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
12.9. Entire Agreement: The Agreement constitutes the entire agreement between You and Us and supersedes and extinguishes all previous agreements. The Agreement may not be altered except as may be agreed by You and Us in writing or as permitted by the Agreement.
12.10. Remedies: Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty that is not set out in these Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.
12.11. Severance: If any provision or part-provision of the Agreement 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 shall not affect the validity and enforceability of the rest of the Agreement.
12.13. Software: In order to utilise all (or certain) functionalities offered by Us, it may be necessary to install software onto your or your employees’ computer. In addition, from time to time at your request We or our sub-contractor may help troubleshoot problems You may have in trying to access certain functionalities such as printing or accessing the internet. You agree that We or our sub-contractor shall not be responsible for any damage to Your computer system relating to such technical support or downloading and installation of any software; We do not assume any liability or warranty in the event that any manufacturer warranties are voided; and offer no verbal or written warranty either expressed or implied regarding the success of any such technical support.
12.14. Governing Law: The Agreement, 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 laws of England and Wales.
12.15. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation.