Terms and Conditions

NHS PROPERTY SERVICES LIMITED - TERMS AND CONDITIONS FOR USE OF BOOKABLE ROOMS

INTERPRETATION AND DEFINITIONS

1.      In this Agreement, the following words and phrases shall have the following meanings:

“Authorised Officer” means the centre manager or relevant property manager at NHSPS and the individual nominated by the Registered User to deal with any dispute under clause 3.

Authorised Use” means use for the purpose for which the Booked Rooms are designed as detailed on NHS Open Space.

 Booked Room” means the room or rooms (or designated workspace area or areas) within the Property that are the subject of a Room Booking by the Registered User and which will be provided to the Registered User as managed and serviced accommodation on the terms of this Agreement.

Property” means any Property in which the Booked Rooms are situated, or in any case where NHSPS owns or is itself a tenant of part of a Property, that part of said Property.

“Common Parts” means such areas within the Property as NHSPS may from time-to-time designate for the common use of occupiers and users of the Property from time to time.

“Fees” means both or each of the Usage Fee, and the Supplemental Fee that may be applicable to a Registered User under the terms of this Agreement.

“Head Lease” means any lease pursuant to which NHSPS holds an interest in the Property, a copy of which will be made available to the Registered User on request.

“Head Landlord” means such person (if any) from time-to-time entitled to the reversion immediately expectant on the determination of the Head Lease (i.e. NHSPS’ landlord).

 “NHS Open Space” means NHSPS’ online Room Booking Platform known as NHS Open Space.

“NHSPS” means NHS Property Services Limited (Company Registration Number 07888110) of 99 Gresham Street, London EC2V 7NG.

“Payment Card” means a debit or credit card from which NHSPS will accept payments via NHS Open Space.

“Prohibited User” means any person, organisation or other legal entity which:

(a)   in the reasonable opinion of NHSPS will or is likely to damage the reputation of NHSPS through his/her/its use of Booked Rooms or association with NHSPS or

(b)   NHSPS in its absolute discretion decides is precluded from being a Registered User.

Registered User” means any person, organisation or other legal entity registered on NHS Open Space to make a Room Booking.

 “Room Booking” means the booking of available rooms (or designated workspace areas) for a Session or for multiple Sessions within the Property by the Registered User using NHS Open Space.

“Session” means each prescribed block of time for which the Registered User shall make a Room Booking as detailed on NHS Open Space.

“Supplemental Fee” means a fee additional to the Usage Fee from time-to-time charged by NHSPS to the Registered User for additional services provided by NHSPS by agreement with the Registered User as part of a Room Booking.  This includes (but is not limited to) the supply of refreshments, re-arranging/re-configuring the set-up of a Booked Room at the request of the Registered User, and other additional services that NHSPS may from time to time provide.

“Usage Fee” means the fee for use of the Booked Rooms for each of the Sessions at the prescribed hourly or sessional cost/rate that was notified to the Registered User by NHSPS on NHS Open Space at the time of the Room Booking.  

 “VAT” means value added tax chargeable under the VATA 1994 and any similar replacement tax and any similar additional tax.

“Working Day” means any day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday in England under the Banking and Financial Dealings Act 1971

EFFECT OF THIS AGREEMENT

2.      Words used in this Agreement in the singular, where the context so permits, shall be deemed to include the plural and vice versa.

3.      These Terms and Conditions, together with any other documents or data referred to herein (together “this Agreement”), form the terms on which NHSPS has agreed to make the Booked Rooms available for use by the Registered User. The parties agree to be bound by this Agreement.

4.      This Agreement is intended to be legally binding on the parties and is formed when the Registered User makes a Room Booking. It is a contractual agreement between the Registered User and NHSPS, and the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. Accordingly, the parties do not intend that any third party shall have any rights in respect of this Agreement by virtue of that Act.

5.      Notwithstanding the provisions of clause 23, the benefit of the permission granted by this Agreement is personal to the Registered User and may not be assigned by the Registered User. NHSPS may assign the benefit of this Agreement simultaneously with any transfer by it of its interest in the Property.

6.      The whole of the Property remains in NHSPS’ possession and control and the Registered User has no right to exclude NHSPS from any part of the Property (including the Booked Rooms).

7.      The Registered User accepts that this Agreement permits the Registered User to occupy the Booked Rooms as a sessional licensee but creates no tenancy interest, leasehold estate or other real property interest in the Registered User’s favour and the Registered User acknowledges that no relationship of landlord and tenant is created by this Agreement.

8.      Where the Registered User has permitted another person, organisation or other legal entity to use Booked Rooms in accordance with clause 23 all relevant and applicable provisions and obligations in this Agreement will also apply to such third party.

PAYMENT

 9.   In the case of a Room Booking by the Registered User of either a single Session, or a booking of multiple Sessions in the same calendar month as the month in which the Room Booking is made, unless NHSPS agrees otherwise, the Fees must be paid in full by the Registered User via NHS Open Space at the time when the Room Booking is made.

10.    In the case of a Room Booking of multiple Sessions occurring over a period of more than one calendar month, unless NHSPS agrees otherwise, the Fees must be paid by the Registered User via NHS Open Space either:

10.1.        in full at the time when the Room Booking is made or

10.2.        monthly, in advance, with each instalment to include payment for all Room Bookings within the coming month. The first instalment being paid:
i.     at the time when the first Room Booking is made if the first booking occurrence is in the same calendar month as the month in which room bookings are made or

         ii.    on the first working day of each calendar month in which Room Bookings have been made if the first booking occurrence is in future calendar months. 

11.   In exceptional circumstances, NHSPS may agree to invoice the Registered User for the Fees in respect of all Sessions for Room Bookings otherwise than via NHS Open Space.  In such circumstances, the Registered User will pay the full invoiced amount to NHSPS within 14 days of the invoice date without deduction, counterclaim or set-off.

12.    Where the Registered User occupies or uses a room (or designated workspace area or areas) outside of a Session, the Registered User will pay the Fees in accordance with clauses 14 and 15.

13. In any circumstances where the Fees are due and the Registered User does not pay Fees within the time specified for payment, interest shall be applied from the date on which payment was due at a rate of 4% above the base rate of NatWest Bank plc.  In addition, NHSPS reserves the right to cancel any existing Room Bookings and/or not to accept any new Room Bookings from the Registered User.

Payment Method

14.    Payments by the Registered User for Room Bookings will be made using the Registered User’s Payment Card on NHS Open Space.

15.    For payments pursuant to clause 10, the Registered User will authorise NHS Open Space to use previously stored Payment Card details for payment of Room Bookings without the cardholder's participation, which will be taken automatically for the Fees due for Room Bookings within that month.

16.    Payments taken by NHS Open Space pursuant to clause 15 will be in strict accordance with WorldPay’s rules on stored credential transactions.

VAT

17.    Standard rate VAT will always be applied to the Fees. The Standard rate that is applied will be the rate that is effective at the time each VAT receipt or invoice is generated.

Where there is a VAT rate change in the middle of a Room Booking including multiple Sessions, the new VAT rate will be applied to those monthly payments falling on or after the effective date of the VAT rate change.

PROHIBITED USER

18.    The permission granted by this Agreement is conditional upon the Registered User at all times throughout the duration of this Agreement not being a Prohibited User.

19.    The Registered User will upon request supply to NHSPS such documents as NHSPS reasonably requires to satisfy itself as to whether the Registered User is a Prohibited User.

20.    The Registered User consents to NHSPS undertaking:

20.1.        checks of the Registered User against relevant databases that NHSPS reasonably believes to be necessary or appropriate to satisfy itself that the Registered User is not a Prohibited User, including (but not limited to) the following databases:

                                          i.    the Home Office Proscribed Organisations Schedule;

                                         ii.    the Home Office Proscribed International Organisations List;

                                        iii.    NHSPS’ internal Prohibited User Schedule.

20.2.        Money Laundering checks;

20.3.       Credit Referencing checks and

20.4.        in the case of Room Bookings of clinical space:

                                          i.    checks of the Registered User’s right to practise (for example checking practising certificates); and

                                         ii.    checks of the Registered User’s membership of any professional bodies.

USE OF THE BOOKED ROOMS

21.    Subject to the payment of the Usage Fee in accordance with clauses 9 to 16 (inclusive), NHSPS permits the Registered User to use the Booked Rooms and the Common Parts on the terms of this Agreement in common with NHSPS and all others authorised by NHSPS.

22.    The Registered User agrees with NHSPS:

22.1.        subject to clause 23 the Registered User itself will use the Booked Rooms and it shall not permit any other party to use the Booked Rooms without the Registered User (or an employee or the Registered User or a member of the Registered User’s staff) being present;

22.2.        to use the Booked Rooms only for the Authorised Use;

22.3.        to vacate the Booked Rooms at the end of each Session;

22.4.        to leave the Booked Rooms clean tidy and free of rubbish at the end of each Session;

22.5.        not to knowingly, negligently or recklessly cause or permit to be caused any damage to the Booked Rooms, the Common Parts or any fixtures, fittings, equipment, personal effects (belonging to anyone other than the Registered User), goods or chattels, and to immediately notify NHSPS' Authorised Officer of any damage caused;

22.6.        immediately upon demand to reimburse NHSPS on a full indemnity basis all costs, expenses, losses and damages resulting from any damage caused to the Booked Rooms, the Common Parts, or any fixtures, fittings, equipment, personal effects (belonging to anyone other than the Registered User), goods or chattels caused by the Registered User or any person thereon with the express or implied authority of the Registered User;

22.7.        not to obstruct the Common Parts or cause the same to be dirty or untidy nor to leave any rubbish on them;

22.8.        not to make any alterations or additions to the Booked Rooms;

22.9.        not to display any advertisement, poster, signs or notices at the Booked Rooms or elsewhere in the Property save that subject to first obtaining the written consent of NHSPS. The Registered User may display a sign or notice during a Session in a location at the Property and of a form and size previously approved by NHSPS;

22.10.    to lock the Booked Rooms and return all keys, fobs or passes to the Booked Rooms and the Property to NHSPS at the end of each Session;

22.11.    not to disclose any codes required for entry into any locked room to any person without prior consent from NHSPS or the Authorised Officer;

22.12.    not to do any act omission matter or thing on or about the Property that would or might result in any insurance of the Property or of any adjoining or neighbouring property being void or voidable or the premium for it being increased;

22.13.    not without prior consent of NHSPS or the Authorised Officer to bring into any Booked Room any item, article or substance that may be hazardous to the environment or to human health or which is flammable;

22.14.    not to use in any Booked Room any electrical equipment that does not have a valid and in date Portable Appliance Testing (PAT) certificate;

22.15.    not to use the Booked Rooms in such a way as to cause any nuisance (whether actionable or not), damage, disturbance, annoyance, inconvenience or interference to NHSPS or any occupier of the Property or adjoining or neighbouring property, nor to do or permit to be done anything that is illegal within the Booked Rooms;

22.16.    not to leave personal effects, goods or chattels in the Booked Rooms at the end of the Session in order to ensure that the Booked Rooms are available for use by others;

22.17.    not to leave clinical or other equipment in the Booked Rooms at the end of the Session except with the prior consent of NHSPS and where such consent is given the Registered User acknowledges that other persons or organisations will from time-to-time use the Booked Rooms notwithstanding the presence of such equipment and agrees to hold harmless such other persons or organisations, NHSPS and the Head Landlord against any damage that may be caused to such equipment;

22.18.    to observe, and to ensure that all staff/employees of the Registered User using the Booked Rooms observe, and also to ensure that any person using the Booked Rooms with the Registered User’s permission observes, such reasonable rules and regulations as NHSPS or the Head Landlord or the insurer of the Property may make for the use of the Booked Rooms or the Common Parts and the security fire prevention management and good order of the Property from time-to-time;

22.19.    without prejudice to the generality of the previous provision to observe and perform and otherwise comply with the health and safety requirements of NHSPS in relation to the Booked Rooms and the Common Parts as detailed on NHS Open Space and/or displayed at the Property, which the Registered User confirms that it has read and understood;

22.20.    not to impede in any way NHSPS or the Head Landlord or their officers servants or agents entering the Booked Rooms in the exercise of the NHSPS’ rights of possession and control of the Booked Rooms or if applicable in the exercise of the Head Landlord’s rights pursuant to the Head Lease and not to impede in any way any other persons authorised by NHSPS to use the Booked Rooms from time-to-time;

22.21.    not to do any act or thing on or in relation to the Property that would or might cause NHSPS to be in breach of the covenants conditions agreements declarations stipulations provisions rights easements and other matters whatsoever affecting NHSPS’ title to the Property;

22.22.    not to do any act or thing on or in relation to the Property that would or might result in reputational harm to NHSPS or damage to the brand of NHSPS;

22.23.    not to suffer or permit any act matter or thing that would or might constitute a breach of any statutory requirement or bye law affecting the Property;

22.24.    to indemnify NHSPS and keep NHSPS indemnified against all losses (including loss of reputation), claims, demands, proceedings, damages or expenses or other liabilities arising in any way whatsoever from this Agreement, any breach of any of the Registered User's obligations, undertakings and/or warranties contained in this Agreement, or the exercise or purported exercise of any of the rights given in this Agreement and

22.25.    not to do or omit to do or permit to be done anything that would cause NHSPS to be in breach of NHSPS’ obligations as tenant under the Head Lease.

23.      The Registered User may permit another person, organisation or other legal entity to use Booked Rooms during Sessions, provided always that:

23.1.        such person, organisation or other legal entity is not a Prohibited User;

23.2.        such use is ancillary to the services and/or functions of the Registered User;

23.3.       it complies with the obligations within this Agreement and

23.4.        where requested by NHSPS, has provided the same information for the person, organisation or other legal entity as that which can be requested from the Registered User in accordance with the provisions of clauses 18 through 20 (inclusive) so that any necessary checks may be undertaken.

SESSION OVERRUN AND USE OF BOOKED ROOMS OUTSIDE OF THE SESSIONS  

24.  In the event that a meeting run by, or other use by, the Registered User within a Booked Room during a Session is to overrun, the Registered User must book an extension of the relevant Session via NHS Open Space, provided that the Booked Room remains available for a Room Booking immediately following expiry of the relevant Session.

25.    Following the successful booking of an extension made pursuant to clause 24:

25.1.        the Registered User may remain in the Booked Room for the extended period booked via NHS Open Space and

25.2.        the obligations within this Agreement on the Registered User in respect of the end of each Session shall apply equally when the Registered User vacates the Booked Room at the end of the extended period.

26.    If the Registered User is unable to book an extension of the Relevant Session via NHS Open Space pursuant to clause 24 for additional time beyond the expiry of the original Session time, the Registered User will immediately vacate the Booked Room upon expiry of the relevant Session.

RELOCATION

27.    Occasionally NHSPS may need to relocate the Registered User’s Session to space at the Property other than the Booked Rooms. It reserves the right to do so, but cannot warrant that any alternative workspace areas it makes available to the Registered User are of equivalent size and functionality.

AMENDMENT AND CANCELLATION

28.  For Room Bookings that have already been paid by the Registered User, any amendments to the Room Booking need to be carried out by cancellation of the original Room Booking followed by a new Room Booking if required.

29.   For Room Bookings that have not yet been paid by the Registered User, these can be either cancelled or amended to book a new Room Booking.

30.   On cancellation of a Room Booking by the Registered User via NHS Open Space the following provisions shall apply:

30.1.        no Fees for the cancelled Session shall be payable by the Registered User to NHSPS where the cancellation is received by NHSPS more than 48 hours before each Session is due to commence or

30.2.        fees for the cancelled Session shall be payable by the Registered User to NHSPS where cancellation is received less than 48 hours before each Session is due to commence.

31.    NHSPS reserves the right to cancel a Room Booking. In such cases NHSPS will endeavour to provide maximum notice to the Registered User, and the Registered User will not be charged for the Room Booking.

32.    Where a Room Booking cancellation remains payable by the Registered User pursuant to clause 30.2:

32.1.        no refund will be issued by NHSPS to the Registered User, where the Registered User has already paid the Fees in advance;

32.2.        the Registered User will still be required to pay Fees where payment has not yet been made.

33.    Where a cancellation has been made in accordance with clause 28:

33.1.        a full refund will be issued to the Registered User, where the Fees for the cancelled Session have been paid in advance, unless at the time the cancellation is made, there are outstanding sums due to NHSPS pursuant to this agreement, in which case they will be fully or partially off-set against the amount of the refund;

33.2.        a refund will only be made with respect to payments made by the Registered User on NHS Open Space and will be only be issued back to the same Payment Card that was used to pay for Room Booking;

33.3.        no Fee will be charged where no payment has yet been made for the cancelled Session.

34.    Where a Room Booking has been cancelled, the Registered User shall have no right to use the Booked Room during the cancelled Session.

DISPUTE RESOLUTION

35.    If a dispute arises between NHSPS and the Registered User in relation to any matter arising out of or in connection with this Agreement, it shall first be discussed between the Authorised Officers and the parties shall use their respective reasonable endeavours to resolve such dispute before relying on the additional provisions of clause 36.

36.    If a dispute cannot be resolved in accordance with clause 35 within 14 days of the dispute arising, then the matter will be dealt with according to the dispute resolution procedure of NHSPS adopted from time-to-time.  

TERMINATION

37.  This  Agreement may be terminated by NHSPS on the expiry of any notice given by NHSPS to the Registered User at any time of breach of any of the Registered User’s obligations contained in this Agreement.

38.  This Agreement may be terminated by NHSPS immediately, and without requirement to give notice, if at any time the Registered User becomes a Prohibited User.

39.    Termination of this Agreement (whether in accordance with clause 37 or 38) is without prejudice to the rights of either party in connection with any antecedent breach of any obligation subsisting under this Agreement.

40.    Upon termination of this Agreement (whether in accordance with clause 37 or 38) a Session will be automatically cancelled with immediate effect.

NOTICES

41.   Any notice to be served on NHSPS shall be in writing and shall be sufficiently served if delivered by hand or by recorded delivery to the address set out above and marked for the attention of the Head of Asset Management or such other address and addressee as shall be notified to the Registered User in accordance with clause 42 from time-to-time. 

42.   Any notice to be served on the Registered User pursuant to this Agreement shall be in writing and shall be sufficiently served if delivered by hand or by recorded delivery to the last known corporate headquarters of the Registered User or such other address and addressee as shall be notified to NHSPS in accordance with clause 49.1 from time-to-time.

43.    Any notice delivered by hand in accordance with clause 41 or 42 shall be deemed served upon such delivery and any notice sent by recorded delivery in accordance with clause 41 or 43 shall be deemed served two Working Days after posting.

OTHER MATTERS

44.   NHSPS gives no warranty that the Booked Rooms nor the furniture nor any equipment in the Booked Rooms are legally or physically fit or otherwise suitable for the Authorised Use. 

45.    NHSPS gives no warranty that any services or equipment supplied to the Booked Rooms are appropriate or suitable for the use of the Booked Rooms by the Registered User.

46.   NHSPS gives no warranty as to the availability and/or suitability of any wired or wireless internet or network connection service made available for use by Registered Users from any Booked Rooms. In this regard, the Registered User acknowledges and agrees that:

46.1.       use of any wired or wireless internet or network connection service is entirely at the risk of the Registered User;

46.2.       any wired or wireless internet or network connection service is provided on an “as-available” basis, and to the fullest extent permitted by law NHSPS excludes all and any warranties (whether express or implied) in respect of such service and the content or data viewed, obtained, downloaded or uploaded from or to it;

46.3.       NHSPS gives no warranty that the provision of any wired or wireless internet or network connection service will:

                                          i.    meet the requirements of the Registered User;

                                         ii.    be uninterrupted;

                                        iii.    be timely and fast enough;

                                        iv.    be secure;

                                         v.    be available at all times;

                                        vi.    be free from error,

and consequently, NHSPS shall not be responsible for the security, integrity, accuracy, suitability or completeness of any information or data (including any confidential or personal information or data) that is transmitted or received via a wired or wireless internet or network connection from a Booked Room.

47.    The Registered User acknowledges that, as to the matters mentioned in clauses 44 to 46, it does not rely on and shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that may have been made by or on behalf of NHSPS before the Room Booking was made.

48.    The Registered User is responsible for the following in relation to NHS Open Space:

48.1.       providing and maintaining accurate, current and complete information about the Registered User and others authorised by the Registered User, including but not limited to Payment Card details, address and addressee details, and names in accordance with the instructions on NHS Open Space;

48.2.       any and all activity by or on behalf of the Registered User on the NHS Open Space system;

48.3.       maintaining the security of any password and access keys for access to NHS Open Space and

48.4.       ensuring that any password provided to the Registered User for access to NHS Open Space may only be provided to and used by one authorised user. A single set of passwords shared by multiple people is not permitted. The Registered User may create separate passwords for as many users as the Registered User requires.

49.   The Registered User warrants to NHSPS that:

49.1.       the Registered User has undertaken all required standard and (where necessary) enhanced employment checks (including, but not limited to, as appropriate: checking rights to work in the jurisdiction of the Booked Room; checks of professional registers of eligibility to work in a stated profession or practice; DBS checks; sex offender register checks) to ensure that where appropriate to the intended use of the Booked Room all employees, contractors and sub-contractors pass the relevant criteria for: performing the intended tasks, services or operations; working with children; working with vulnerable individuals; or any other intended use of the Booked Room;

49.2.       in any case where the Booked Room is intended for clinical use, any person entering the Booked Room with the Registered User’s permission or authority (whether express or implied) is suitably qualified to provide the service for which the Booked Room was booked by the Registered User, and further that the Registered User holds evidence of all practicing certificates issued by a relevant recognised professional body required by individuals to perform the service, task or operation intended to be performed from the Booked Room, together with evidence that those individuals have not been struck-off from the corresponding professional register(s);

49.3.       all employees, contractors and sub-contractors and any other person using a Booked Room with the (express or implied) permission or authority of the Registered User will observe and perform the obligations of the Registered User contained in this Agreement to the extent that it is relevant to the use of the Booked Rooms.

NHSPS’ LIABILITY

50.    To the maximum extent permitted by a law, NHSPS is not liable to the Registered User (or any employees, agents, contractors or visitors of the Registered User) in respect of:

50.1.       any loss or damage the Registered User suffers in connection with this agreement or

50.2.       any loss of or damage to personal effects, goods, chattels, information, data or equipment whilst in the Booked Rooms;

unless NHSPS has acted deliberately or negligently in causing that loss or damage.

51.    To the maximum extent permitted by a law, NHSPS is not liable to the Registered User in respect of the services provided to or within the Booked Rooms.

52.    To the maximum extent permitted by law NHSPS is not liable for any loss (including loss of reputation) as a result of mechanical breakdown, strike, termination of the Head Lease, in the Property or otherwise unless the NHSPS causes such loss deliberately or negligently.

53.    In no event shall NHSPS have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss.

DATA PROTECTION

54.   NHSPS uses the Registered User’s personal data for processing Room Bookings for NHS Open Space. NHSPS does not require the Registered User’s consent to use the data as it will be used to enter into or fulfil this Agreement with NHSPS. If the Registered User fails to provide the necessary personal data this will result in the Registered User not being able to book space. The Registered User’s information will be used by the NHS Open Space central team(s) and will not be shared externally. The information will be kept for 18 months from the end of the Registered User’s last booking and will be destroyed or anonymised thereafter. If the Registered User has any concerns regarding how personal data is being used, please contact the NHSPS Data Protection Officer via email to dpo@property.nhs.uk. Further information about the Registered User’s rights are available on NHSPS’ corporate data privacy notice or www.ico.org.uk.

55.   If the Registered User would like to make a Room Booking, registration of one or more Payment Cards with our payment processor Worldpay is required. Worldpay do not form part of NHSPS and are an external provider. Once the Registered User has made a payment, Worldpay will then advise NHSPS of the success of the payment. NHSPS do not hold Payment Card details. To view Worldpay’s data privacy notice please visit: Worldpay’s privacy notice.

56.   NHSPS has a legal duty to share information under the Freedom of Information Act 2000, the Environmental Information Regulations 2004 and the Data Protection Act 2018. Any information provided may be subject to disclosure, in line with legal requirements. For further details on access to information legislation, please visit www.ico.org.uk