Terms and Conditions for use of bookable rooms

IMPORTANT

Part A sets out the terms and conditions for using the NHS Open Space website and your account (the “Site“ and the “Account“).

Part B sets out how bookings are to be made via the Site and Account and the licence terms which are applicable.

You should read both Part A and B carefully. If you do not agree to these terms then you should not accept them.

We recommend that you print a copy of these terms for future reference.

Who we are and how to contact us

Openspace.nhs.uk is a site operated by NHS Property Services Limited (“We“) in collaboration with Kajima Partnerships Limited. We are registered in England and Wales under company number 07888110 and have our registered office at Regent House, Heaton Lane, Stockport, Cheshire, United Kingdom, SK4 1BS. Our VAT number is 156 7251 00.

To contact us, please use openspace@property.nhs.uk.

Your authority

You agree, by entering into these Terms and Conditions, that you have authority to bind and act on behalf of your organisation or such other legal entity registered on NHS Open Space (which may include yourself as an individual) (the “Registered User“ or “you“).

Users

You shall ensure that only individuals authorised to act on your behalf are provided with access to the Site and Account (“Authorised Users“) and that they comply with these Terms and Conditions as applicable. You agree that you shall be liable for any breach of these Terms and Conditions by such third parties and that these Authorised Users are authorised to bind you when accessing the Site via your Account.

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use the Site or Account, please check these terms to ensure you understand the terms that apply at that time. Where these terms are changed you must notify any Authorised Users of such changes.

We may make changes to the Site or Account

We may update and change the Site or Account from time to time to reflect changes to our products, our users‘ needs and our business priorities. We will try to give you reasonable notice of any major changes.

We may suspend or withdraw the Site and Account

The Site and Account are made available free of charge.

We do not guarantee that the Site or Account, or any content on them, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Site or Account for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

You must keep your account details safe

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. A single set of passwords shared by multiple people is not permitted.

You may create separate passwords for as many Authorised Users as you require.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you or an Authorised User knows a code or password, you must promptly notify us at nhsopenspace@kajima.co.uk.

How you may use material on the Site

We are the owner or the licensee of all intellectual property rights in the Site, and in the material published on them. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from the Site for your personal use and you may draw the attention of others within your organisation to content posted on the Site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on the Site must always be acknowledged (except where the content is user-generated).

You must not use any part of the content on the Site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy, download, share or repost any part of the Site in breach of these terms of use, your right to use the Site and Account will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No text or data mining, or web scraping

You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Site or any services provided via, or in relation to, the Site. This includes using (or permitting, authorising or attempting the use of):

• Any “robot“, “bot“, “spider“, “scraper“ or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Site or any data, content, information or services accessed via the same.
• Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

The provisions in this clause should be treated as an express reservation of our rights in this regard.

This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

Do not rely on information on the Site or Account

The content on the Site and Account is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Site or Account.

Although we, and any third party landlords who offer properties via the Site, make reasonable efforts to update the information on the Site, we make no representations, warranties or guarantees, whether express or implied, that the content on the Site is accurate, complete or up to date.

We are not responsible for websites we link to

Where the Site contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

Our responsibility for loss or damage suffered by you in respect of the Site and Account

We and the Licensor do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of the Licensor, employees, agents or subcontractors and for fraud or fraudulent misrepresentation. All other provisions of these Terms and Conditions are subject to this paragraph.

We exclude all implied conditions, warranties, representations or other terms that may apply to the Site and Account or any content on them. Where you enter into a booking via the Site the arrangement is with the party identified as managing the property on the booking screen. We do not make any warranties or representations regarding the properties and nor do we accept any liability for any bookings made via the Site.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• use of, or inability to use, the Site or Account; or
• use of or reliance on any content displayed on the Site or Account.

In particular, we will not be liable for:

• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.

Use of the Site and Account

You may only use the Site and Account to book rooms which you intend to use for the purposes approved by NHS Property Services Limited during the registration process.

You may not use the Site and Account to book rooms to use other than where such use is wholly or mainly for the purposes of delivering services we have approved during the registration of your account to access the Site.

We are not responsible for viruses and you must not introduce them

We do not guarantee that the Site or Account will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access the Site and Account. You should use your own virus protection software.

You must not misuse the Site or Account by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site or Account, the server on which the Site or Account is stored or any server, computer or database connected to the Site and Account. You must not attack the Site or Account via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site and Account will cease immediately.

Rules about linking to the Site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to the Site in any website that is not owned by you.

The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page.

We reserve the right to withdraw linking permission without notice.

If you wish to link to or make any use of content on the Site other than that set out above, please contact openspace@property.nhs.uk

Which country‘s laws apply to any disputes?

These Terms and Conditions, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Our trade marks are registered

‘NHS OPEN SPACE’ (UK00003463820) is a UK registered trade mark of the Secretary of State for Health and Social Care. You are not permitted to use them without its approval, unless they are part of material you are using as permitted under How you may use material on the Site and Account.

Prohibited user

You agree, upon request, to supply to NHSPS with such documents as NHSPS reasonably requires to satisfy itself as to whether you are, in the reasonable opinion of NHSPS likely, or could be likely, to damage the reputation of NHSPS through your use of NHS Open Space or association with NHSPS.

You also agree to NHSPS undertaking:

• checks of you against relevant databases that NHSPS reasonably believes to be necessary including (but not limited to) the following databases:
  • the Home Office Proscribed Organisations Schedule;
  • the Home Office Proscribed International Organisations List;
  • NHSPS’ internal Prohibited User Schedule.
• Money Laundering checks;
• Credit Referencing checks and
• in the case of Room Bookings of clinical space (as applicable):
  • checks that you have the right to practice (for example checking practicing certificates); and
  • checks of your membership of any professional bodies.

If NHSPS determines that you are likely, or could be likely, to damage the reputation of NHSPS, or NHSPS otherwise decides in its absolute discretion to prohibit your use of the Site and Account, it may designate you a prohibited user (a “Prohibited User”). Where designated as a Prohibited User NHSPS may, notwithstanding anything else in these Terms and Conditions, terminate your account and access to the Site and Account and notify all organisations who license rooms via NHS Open Space that you have been so designated. Being designated a Prohibited User impacts your rights under any licence agreed via NHS Open Space and you should confirm you understand the implications of this.

You are required to always treat the staff of NHSPS and any organisation making their room available via NHS Open Space with dignity and respect, failure to do so will result in you becoming a Prohibited User.

If you intend to permit a third party (such third party being anyone other than your employees) to use a room licensed via the Site and Account you must provide the same information and ensure such third party permits the same checks to be undertaken, as set out in this section in relation to you.

Details

You agree to provide and maintain accurate, current and complete information about the Registered User and others authorised by the Registered User including but not limited to payment card and direct debit details, address and addressee details, and names in accordance with the instructions on NHS Open Space.

The Site and Account provide you access to clinical and non-clinical rooms bookable on an hourly, sessional or daily basis. The rooms are provided by NHS Property Services Limited and third party organisations.

Each room is made available for booking on the terms set out in Schedule 1 below. You should read these carefully.

The room is made available by the entity identified as managing the property on the search results, property page and alongside the booking screen (the “Licensing Entity”).

Once you have selected a room (or rooms) and the date and times you wish to use the room you will be asked to confirm the booking. By confirming the booking you are agreeing to enter into a licence, on terms in Schedule 1, for the rooms you have selected, for the date and times you have selected and with the Licensing Entity.

Once you have confirmed, your booking will be managed in accordance with the terms in Schedule 1.

INTERPRETATION AND DEFINITIONS

1. 1. In this Agreement, the following words and phrases shall have the following meanings:
   • “Authorised Officer” means the centre manager or relevant property manager for the Property appointed by the Licensor.
   • “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 have been booked via NHS Open Space.
   • “Common Parts” means such areas within the Property as the Licensor may from time to time designate for the common use of occupiers and users of the Property from time to time.
   • “Direct Debit” means a payment made from a Registered User’s nominated bank account, initiated against a Direct Debit Mandate set up by the Registered User on NHS Open Space.
   • “Direct Debit Mandate” means an instruction set up by a Registered User on NHS Open Space to permit Kajima Partnerships Limited to process payments directly from the Registered Users nominated bank account.
   • “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 the Licensor 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. the Licensor’s landlord).
   • “Licensor” means the party to this Agreement who is the owner (or tenant) of the Property with the right to licence the use of the Booked Room by the Registered User.
   • “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 Regents House, Heaton Lane, Stockport, SK4 1BS.
   • “Payment Card” means a debit, credit or pre-paid card from which Kajima Partnerships Limited will accept payments via NHS Open Space.
   • “Payment Method” means collectively any Payment Card, Direct Debit or other payment method by which NHSPS accepts payments via NHS Open Space.
   • “Prohibited User” means any person, organisation or other legal entity which is notified as such by NHSPS in writing.
   • “Property” means any Property in which the Booked Rooms are situated, or in any case where the Licensor owns or is itself a tenant of part of a Property, that part of said Property.
   • “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 makes 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 the Licensor to the Registered User for additional services provided by the Licensor 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 the Licensor 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 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

1. 2. Words used in this Agreement in the singular, where the context so permits, shall be deemed to include the plural and vice versa.
2. 3. These Terms and Conditions, together with any other documents or data referred to herein (together “this Agreement”), form the terms on which the Licensor (as the owner (or tenant) of the relevant Property with the right to licence the use of the Booked Rooms) has agreed to make the Booked Rooms available for use by the Registered User. The parties agree to be bound by this Agreement.
3. 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 the Licensor, 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.
4. 5. Notwithstanding the provisions of clause 25, the benefit of the permission granted by this Agreement is personal to the Registered User and may not be assigned by the Registered User. The Licensor may assign the benefit of this Agreement simultaneously with any transfer by it of its interest in the Property.
5. 6. The whole of the Property remains in the Licensor’s possession and control and the Registered User has no right to exclude the Licensor from any part of the Property (including the Booked Rooms).
6. 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.
7. 8. Where the Registered User has permitted another person, organisation or other legal entity to use Booked Rooms in accordance with clause 25 all relevant and applicable provisions and obligations in this Agreement will also apply to such third party and the Registered User shall ensure that such person, organisation or other legal entity complies with such provisions and obligations.

PAYMENT

1. 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 the Licensor 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.
2. 10. In the case of a Room Booking of multiple Sessions occurring over a period of more than one calendar month, unless the Licensor agrees otherwise, the Fees must be paid by the Registered User via NHS Open Space either:
   1. 10.1. in full at the time when the Room Booking is made or
   2. 10.2. monthly, in advance, with each instalment to include payment for all Sessions within the coming month. The first instalment being paid:
      1. 10.2.1. at the time when the first Room Booking is made if the first Session is in the same calendar month as the month in which Room Bookings are made; or
      2. 10.2.2. on the first working day of each calendar month in which the Sessions occur, if the first Session is in a future calendar month.
3. 11. In exceptional circumstances, the Licensor 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 the Licensor within 14 days of the invoice date without deduction, counterclaim or set-off.
4. 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.
   1. 12.1. Where a Registered User has been identified to have occupied or used a room without a Room Booking, the Register User agrees to pay the applicable Fees for this room and hereby authorises NHSPS or the Licensor to make a retrospective Room Booking for the Registered User accordingly. The applicable Fees due will be the Fees as advertised at the time the retrospective Room Booking is made for the Registered User.
   2. 12.2. Where a new Property is added to NHS Open Space and existing bookings for the Registered User at the Property are migrated onto NHS Open Space, within 28 days following the Property being added to NHS Open Space, the Registered User shall check the Room Booking on NHS Open Space and either:
      1. i) confirm and pay for the Room Booking; or
      2. ii) cancel the Room Booking if the Room Booking is not required.
   3. 12.3. Where the Registered User does not do either i) or ii) above within the specified 28-day period, the Registered User agrees that the Room Booking shall be deemed confirmed by the Registered User (and so may be confirmed on NHS Open Space accordingly) and the Registered User shall pay the applicable Fees due. The applicable Fees due will be the Fees as advertised at the time the Room Booking is confirmed on NHS Open Space.
   4. 12.4. If a Registered User disputes a Room Booking made or confirmed pursuant to clause 12.1 or clause 12.2 this dispute will be resolved via the dispute resolution process set out at clause 36 and clause 37 of this Agreement.
5. 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 Bank of England base rate. In addition, the Licensor reserves the right to cancel any existing Room Bookings and/or not to accept any new Room Bookings from the Registered User.

PAYMENT METHOD

1. 14. Payments by the Registered User for Room Bookings will be made using the Registered User’s Payment Method on NHS Open Space.
2. 15. For payments pursuant to clause 10, the Registered User will authorise NHS Open Space to use previously stored Payment Method details for payment of Room Bookings without the Registered User’s participation, which will be taken automatically for the Fees due for Room Bookings within the relevant month.
   1. 15.1. For Room Bookings made pursuant to clause 12.1. the Registered User authorises the use of previously stored Payment Method details for payment of Room Bookings without the Registered User’s further participation, such payment will be taken within 28 days of the Room Booking being made.
   2. 15.2. For Room Bookings confirmed on NHS Open Space pursuant to clause 12.2. the Registered User the use of previously stored Payment Method details for payment of Room Bookings without the Registered User’s further participation, such payment will be taken within the 28 days following the expiration of the 28 day time period stated within clause 12.2.
   3. 15.3. If a Registered User disputes a payment collected pursuant to clause 15.1 or clause 15.2, this may be resolved via the dispute resolution process set out at clause 37 and clause 38 of this Agreement.
3. 16. Payments taken by NHS Open Space pursuant to clause 15, 15.1 and 15.2 will be in strict accordance with card scheme rules on stored credential transactions managed via Worldpay or with Direct Debit scheme rules managed via GoCardless.

VAT

1. 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

1. 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.
2. 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.
3. 20. The Registered User consents to NHSPS undertaking:
   1. 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:
      1. i. the Home Office Proscribed Organisations Schedule;
      2. ii. the Home Office Proscribed International Organisations List;
      3. iii. NHSPS’ internal Prohibited User Schedule.
   2. 20.2. Money Laundering checks;
   3. 20.3. Credit Referencing checks; and
   4. 20.4. in the case of Room Bookings of clinical space:
      1. i. checks of the Registered User’s right to practise (for example checking practising certificates); and
      2. ii. checks of the Registered User’s membership of any professional bodies.
4. 21. The Registered User will always treat the staff of NHSPS with dignity and respect, failure to do so will result in the Registered User becoming a Prohibited User.

USE OF THE BOOKED ROOMS

1. 22. Subject to the payment of the Usage Fee in accordance with clauses 9 to 16 (inclusive), the Licensor permits the Registered User to use the Booked Rooms and the Common Parts on the terms of this Agreement in common with the Licensor and all others authorised by the Licensor.
2. 23. The Registered User agrees with the Licensor:
   1. 23.1. subject to clause 24 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;
   2. 23.2. to use the Booked Rooms only for the Authorised Use;
   3. 23.3. to use the Booked Rooms only during the normal opening hours of the Property as notified by the Licensor to the Registered User and outside normal opening hours only with the prior written consent of the Licensor;
   4. 23.4. to vacate the Booked Rooms at the end of each Session and to leave the Booked Rooms clean tidy and free of rubbish at the end of each Session;
   5. 23.5. to ensure that the total number of individuals in the Booked Rooms at any given time does not exceed the capacity of the Booked Rooms as notified by the Licensor to the Registered User;
   6. 23.6. 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 the Authorised Officer of any damage caused;
   7. 23.7. immediately upon demand to reimburse the Licensor 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;
   8. 23.8. not to obstruct the Common Parts or cause the same to be dirty or untidy nor to leave any rubbish on them;
   9. 23.9. not to make any alterations or additions to the Booked Rooms;
   10. 23.10. 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 the Licensor, 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 the Licensor;
   11. 23.11. to lock the Booked Rooms and return all keys, fobs or passes to the Booked Rooms and the Property to the Licensor at the end of each Session;
   12. 23.12. to comply with all sign-in, registration, identification and other security and safety procedures required by the Licensor in relation to the use of the Property and not to copy or allow anyone else to use any keys, fobs or passes provided by the Licensor and not to disclose any codes required for entry into any locked room to any person without prior consent from the Licensor or the Authorised Officer;
   13. 23.13. 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;
   14. 23.14. not without prior consent of the Licensor 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;
   15. 23.15. not to use in any Booked Room any electrical equipment that does not have a valid and in date Portable Appliance Testing (PAT) certificate;
   16. 23.16. not to use or do or permit to be done anything within the Booked Rooms or the Common Parts in such a way as to cause any nuisance (whether actionable or not), damage, disturbance, annoyance, inconvenience or interference to the Licensor or any occupier of the Property or adjoining or neighbouring property, nor to do or permit to be done anything that is illegal, defamatory, immoral or obscene within the Booked Rooms;
   17. 23.17. 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;
   18. 23.18. not to leave clinical or other equipment in the Booked Rooms at the end of the Session except with the prior consent of the Licensor 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, the Licensor and the Head Landlord against any damage that may be caused to such equipment;
   19. 23.19. 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 the Licensor 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;
   20. 23.20. without prejudice to the generality of the previous provision to observe and perform and otherwise comply with the health and safety requirements of the Licensor 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;
   21. 23.21. not to impede in any way the Licensor or the Head Landlord or their officers servants or agents entering the Booked Rooms in the exercise of the Licensor’s 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 the Licensor to use the Booked Rooms from time to time;
   22. 23.22. not to do any act or thing on or in relation to the Property that would or might cause the Licensor to be in breach of the covenants conditions agreements declarations stipulations provisions rights easements and other matters whatsoever affecting the Licensor’s title to the Property;
   23. 23.23. not to do or omit to do or permit to be done anything that would cause the Licensor to be in breach of the Licensor’s obligations as tenant under the Head Lease;
   24. 23.24. 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 the Licensor or damage to the brand of NHS Open Space;
   25. 23.25. not to use the address of the Property as a postal, delivery or general contact address or as the registered office address of the Registered User or any company with which the Registered User has any connection;
   26. 23.26. 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; and
3. 24. to indemnify the Licensor and keep the Licensor 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.
4. 25. The Registered User may permit another person, organisation or other legal entity to use Booked Rooms during Sessions, provided always that:
   1. 25.1. such person, organisation or other legal entity is not a Prohibited User;
   2. 25.2. such use is ancillary to the services and/or functions of the Registered User; and
   3. 25.3. it complies with the obligations within this Agreement.

SESSION OVERRUN AND USE OF BOOKED ROOMS OUTSIDE OF THE SESSIONS

1. 26. 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.
2. 27. Following the successful booking of an extension made pursuant to clause 26:
   1. 27.1. the Registered User may remain in the Booked Room for the extended period booked via NHS Open Space; and
   2. 27.2. 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.
3. 28. If the Registered User is unable to book an extension of the relevant Session via NHS Open Space pursuant to clause 26 for additional time beyond the expiry of the original Session time, the Registered User will immediately vacate the Booked Room upon expiry of the original Session.

RELOCATION

1. 29. Occasionally the Licensor may need to relocate the Registered User’s Session to space at the Property other than the Booked Rooms. The Licensor reserves the right to require such relocation both before or during the Session, but cannot guarantee that any alternative workspace areas it makes available to the Registered User will be of equivalent size and functionality.

AMENDMENT AND CANCELLATION

1. 30. 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.
2. 31. 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.
3. 32. On cancellation of a Room Booking by the Registered User via NHS Open Space the following provisions shall apply:
   1. 32.1. no Fees for the cancelled Session shall be payable by the Registered User to the Licensor where the cancellation is received more than 48 hours before each Session is due to commence or
   2. 32.2. fees for the cancelled Session shall be payable by the Registered User to the Licensor where cancellation is received less than 48 hours before each Session is due to commence.
4. 33. The Licensor reserves the right to cancel a Room Booking. In such cases the Licensor will endeavour to provide maximum notice to the Registered User, and the Registered User will not be charged for the Room Booking.
5. 34. Where a Room Booking cancellation remains payable by the Registered User pursuant to clause 32.2:
   1. 34.1. no refund will be issued by the Licensor to the Registered User, where the Registered User has already paid the Fees in advance;
   2. 34.2. the Registered User will still be required to pay Fees where payment has not yet been made.
6. 35. Where a cancellation has been made in accordance with clause 30:
   1. 35.1. 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 the Licensor pursuant to this agreement, in which case they will be fully or partially off-set against the amount of the refund;
   2. 35.2. a refund will only be made with respect to payments made by the Registered User on NHS Open Space and will be issued back to the same Payment Card or via the same Direct Debit Mandate that was used to pay for the Room Booking unless notified in accordance with clause 59 or the payment has been made other than via NHS Open Space, in which case the Licensor shall arrange the specific method by which the refund is to be made;
   3. 35.3. no Fee will be charged where no payment has yet been made for the cancelled Session.
7. 36. 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

1. 37. If a dispute arises between the Licensor 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 Officer and the individual nominated by the Registered User to deal with any dispute and the parties shall use their respective reasonable endeavours to resolve such dispute before relying on the additional provisions of clause 34.
2. 38. If a dispute cannot be resolved in accordance with clause 37 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

1. 39. This Agreement may be terminated by the Licensor on the expiry of any notice given by the Licensor to the Registered User at any time of breach of any of the Registered User’s obligations contained in this Agreement.
2. 40. This Agreement may be terminated by the Licensor immediately, and without requirement to give notice, if at any time the Registered User becomes a Prohibited User.
3. 41. This Agreement may be terminated by the Licensor on one month’s written notice to the Registered User.
4. 42. Termination of this Agreement (whether in accordance with clause 39 or 40) is without prejudice to the rights of any party in connection with any antecedent breach of any obligation subsisting under this Agreement.
5. 43. Upon termination of this Agreement (whether in accordance with clause 39 or 40) a Session will be automatically cancelled with immediate effect.

NOTICES

1. 44. Any notice to be served on a Landlord shall be in writing and shall be sufficiently served if delivered by hand or by recorded delivery to the Authorised Officer or such other address and addressee as shall be notified to the Registered User in accordance with clause 45 from time to time.
2. 45. 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 Kajima Partnerships Limited and any relevant Landlord in accordance with clause 44 from time to time.
3. 46. Any notice delivered by hand in shall be deemed served upon such delivery and any notice sent by recorded delivery shall be deemed served two Working Days after posting.

OTHER MATTERS

1. 47. The Licensor 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.
2. 48. The Licensor 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.
3. 49. The Licensor gives no warranty as to the availability and/or suitability of any information technology equipment, telephony equipment, 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:
   1. 49.1. use of any wired or wireless internet or network connection service is entirely at the risk of the Registered User;
   2. 49.2. any wired or wireless internet or network connection service is provided on an “as-available” basis, and to the fullest extent permitted by law the Licensor 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;
   3. 49.3. the Licensor gives no warranty that the provision of any wired or wireless internet or network connection service will:
      1. 49.3.1. meet the requirements of the Registered User;
      2. 49.3.2. be uninterrupted;
      3. 49.3.3. be timely and fast enough;
      4. 49.3.4. be secure;
      5. 49.3.5. be available at all times;
      6. 49.3.6. be free from error,
   and consequently, the Licensor 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.
4. 50. The Registered User acknowledges that, as to the matters mentioned in clauses 47 to 49, 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 the Licensor before the Room Booking was made.
5. 51. The Registered User warrants to the Licensor that:
   1. 51.1. 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;
   2. 51.2. 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);
   3. 51.3. 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.

LIMITATION OF LIABILITY

1. 52. To the maximum extent permitted by a law, the Licensor is not liable to the Registered User (or any employees, agents, contractors or visitors of the Registered User) in respect of:
   1. 52.1. any loss or damage the Registered User suffers in connection with this Agreement or
   2. 52.2. any loss of or damage to personal effects, goods, chattels, information, data or equipment whilst in the Booked Rooms;
   unless the Licensor has acted deliberately or negligently in causing that loss or damage.
2. 53. To the maximum extent permitted by law, the Licensor is not liable to the Registered User in respect of the services provided to or within the Booked Rooms.
3. 54. Where a Booked Room is, for any reason other than due to an act or omission of the Registered User, not available for use on the date booked by the Registered User, the Registered User’s sole remedy shall be the repayment (if such payment has been made by the Registered User) of any payment made for the Booked Room, by the Registered User, for the dates on which the Booked Room is not available.
4. 55. The Licensor is also not liable for any failure to provide any service until the Registered User has informed the Licensor and given reasonable time for rectification.
5. 56. To the maximum extent permitted by law the Licensor is not liable for any loss (including loss of reputation) as a result of mechanical breakdown, strike, delay, failure of services, termination of the Head Lease, or for any other reason, in the Property or otherwise unless the Licensor causes such loss deliberately or negligently.
6. 57. In no event shall the Licensor 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

1. 58. For the purposes of this clause 58 the following definitions shall apply:

   “Data Protection Legislation” means the Data Protection Act 2018 and the UK GDPR and any other applicable laws relating to the protection of Personal Data and the privacy of individuals (all as amended, updated, replaced or re-enacted from time to time).

   “Management Data” means any or all of the Personal Data which is obtained by a party as a result of this Agreement, for the purposes of managing and administering the respective party’s commercial and legal relationship under the Agreement. This will relate to the data subjects who are the staff, advisors and contractors of the respective parties. The Personal Data of such data subjects will include contact details (such as telephone numbers and email addresses), their names, their position within their organisation, their department and name of organisation which they belong to.

   “Controller”, “Personal Data” and “Processing” (“Process” and other variants of that word have the same meaning as ‘Processing’), shall have the meanings given to them in the Data Protection Legislation.

   “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

   1. 58.1. Both parties agree that:
      1. 58.1.1. They shall each Process Management Data and shall each act as independent Controllers in respect of the Management Data. The Management Data obtained pursuant to this Agreement will be Processed by the parties solely for the purposes of managing and administering each party’s commercial and legal relationship under the Agreement (the “Purposes”);
      2. 58.1.2. Management Data is the only Personal Data which each party will process in relation to this Agreement;
      3. 58.1.3. Each party shall comply with the Data Protection Legislation in respect of any Management Data which they receive;
      4. 58.1.4. If a party is required to provide a privacy notice to the other party’s staff, advisors and contractors, on the basis they are receiving Management Data relating to these individuals under this Agreement, the party sharing such Management Data shall take reasonable steps to share such privacy notice with the applicable staff, advisors and contractors, if requested to so and if provided with a copy of such privacy notice; and
      5. 58.1.5. When any or all of the Management Data is no longer required for the Purposes, it shall be securely destroyed by the respective party in accordance with the Data Protection Legislation requirements.
   2. 58.2. Where the Licensor is required to share information under the Freedom of Information Act 2000, the Environmental Information Regulations 2004 or the Data Protection Act 2018 (or any other applicable legal requirements) 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

CHANGE TO LICENCE MANAGEMENT

1. 59. The Licensor may at any time inform the Registered User that the licence (including payment and communications) is to be managed by alternative means and not via NHS Open Space. The Registered User shall, from the date of such notification, comply with the details of such notification and this licence shall be deemed amended accordingly.

Last updated 10 Apr 2025