Interpretations and definitions
1. In this Agreement, the following words and phrases shall have the following meanings:
“Authorised Officer” means the individuals nominated by CHP and the Hirer to deal with any dispute under clause 12.
“Authorised Use” means use for the purpose for which the Booked Rooms were designed and for which they are designated under any Head Lease.
“Booked Rooms” the rooms within the Building that are the subject of a Room Booking by the Hirer via Realtime.
“Building” means the building in which the Booked Rooms are situated.
“CHP” means Community Health Partnerships Limited of Suite 12B, Manchester One, 53 Portland Street, Manchester, M1 3LD.
“Common Parts” means such areas within the Building as CHP may designate for the common use of occupiers and users of the Building from time to time.
“Head Lease” means any lease pursuant to which CHP holds an interest in the Building, a copy of which will be made available to the Hirer on request.
“Head Landlord” means such person from time to time entitled to the reversion immediately expectant on the determination of the Head Lease (i.e. CHP’s landlord).
“Hirer” means any person organisation or other legal entity entering a Room Booking using Realtime (or procuring that any other person does so on their behalf).
“Realtime” means CHP’s electronic room booking system known as Realtime.
“Room Booking” means the booking of rooms within the Building by the Hirer using Realtime, which may comprise a single booking.
“Session” means each block of time for which the Hirer shall make a Room Booking.
“Usage Fee” means the payment to be made by the Hirer to CHP in accordance with clause 7 and which was notified to the Hirer by Realtime at the time of the Room Booking.
Effect of this agreement
2. These terms and conditions, together with any other documents or data referred to herein (together “this Agreement”), form the terms on which CHP has agreed to make the Booked Rooms available for use by the Hirer. The parties agree to be bound by this Agreement.
3. This Agreement is formed when the Hirer makes a Room Booking and is intended to be legally binding on the parties. It is an agreement between the Hirer and CHP and the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. Accordingly the parties to do not intend that any third party shall have any rights in respect of this Agreement by virtue of that Act.
4. The benefit of this Agreement may not be assigned by the Hirer. CHP may assign the benefit of this Agreement simultaneously with any transfer by it of its interest in the Building.
5. The whole of the Building remains in CHP’s possession and control and the Hirer accepts that this Agreement creates no tenancy interest, leasehold estate or other real property interest in the Hirer’s favour.
6. CHP is giving the Hirer the right to share use of the Building with CHP on the terms of this Agreement and CHP will provide certain services to the Hirer.
7. The Hirer will pay the Usage Fee together with VAT to CHP within 28 days of receipt of an invoice without any deduction, counter-claim or set-off.
8. If the Hirer does not pay the Usage Fee in accordance with clause 7, interest shall be applied from the date on which payment was due at a rate of 8% above the base rate of Barclays Bank (from time to time) per annum and CHP reserves the right not to accept any Room Bookings from the Hirer until such time as the Hirer has paid all outstanding Usage Fees and interest.
Use of the booked room
9. The Hirer agrees with CHP:
9.1 to use the Booked Rooms only for the Authorised Use
9.2 to keep the Booked Rooms tidy and free of rubbish and leave them tidy and free of rubbish at the end of each Session
9.3 not to cause any damage to the Booked Rooms or the Common Parts (this includes; fixtures and fittings including any sensors and CHP provided equipment).
9.4 as soon as reasonably practicable to make good any damage caused to the Booked Rooms or the Common Parts caused by the Hirer or any person thereon with the express or implied authority of the Hirer
9.5 not to obstruct the Common Parts or cause the same to be dirty or untidy nor to leave any rubbish on them
9.6 not to make any alterations or additions to the Booked Rooms
9.7 to return all keys or passes to the Booked Rooms to CHP at the end of each Session
9.8 not to do any act matter or thing on or about the Building which would or might result in any insurance of the Building or of any adjoining or neighbouring property being void or voidable or the premium for it being increased
9.9 not to use the Booked Rooms for a use which is illegal or which in CHP’s opinion (and in CHP’s absolute discretion) is unsuitable for the Building or the other services provided at the Building or in such a way as to cause any nuisance damage disturbance annoyance inconvenience or interference to CHP or any adjoining or neighbouring property
9.10 to observe such reasonable rules and regulations as CHP or the Head Landlord may make for the use of the Booked Rooms or the Common Parts and the security fire prevention management and good order of the Building from time to time – CHP require users of rooms to make arrangements to follow guidance on infection control and clean rooms after use while a reasonable risk of infection or spread from users exists.
9.11 not to impede in any way CHP or the Head Landlord or their officers servants or agents entering the Booked Rooms in the exercise of the CHP’s rights of possession and control of the Booked Rooms or 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 CHP to use the Booked Rooms from time to time
9.12 not to do any act or thing on or in relation to the Building which would or might cause CHP to be in breach of the covenants conditions agreements declarations stipulations provisions rights easements and other matters whatsoever affecting CHP’s title to the Building
9.13 not to do suffer or permit any act matter or thing which would or might constitute a breach of any statutory requirement or bye law affecting the Building
9.14 to indemnify CHP and keep CHP indemnified against all losses claims demands proceedings damages or expenses or other liabilities arising in any way whatsoever from this Agreement, or the exercise or purported exercise of any of the rights given in this Agreement or any action or omission of the Hirer.
9.15 not to do or omit to do or permit to be done anything which would cause CHP to be in breach of CHP’s obligations as tenant under the Head Lease
9.16 to promptly provide to CHP satisfactory evidence of the Hirer’s contract and/or insurance arrangements in relation to the provision of services by the Hirer from the Booked Rooms following a request by CHP.
10. Any session booked under this Agreement may be cancelled by the Hirer only by either:
10.1 service of written notice (including email) on the relevant tenant liaison manager or property centre manager at CHP; or,
10.2 by the Hirer confirming the cancellation via the automated confirmation email sent to the Hirer by CHP whereupon in either case the following provisions shall apply:
(a) no Usage Fee shall be payable where a provisional booking (being a booking of a Session where the Hirer has not provided final confirmation of the booking via the automated email within 24 hours) is cancelled;
(b) no Usage Fee shall be payable where the cancellation is received by CHP two weeks or more before the relevant Session commence; or
(c) the whole of the Usage Fee shall be payable by the Hirer to CHP where the cancellation is received by CHP less than two weeks before the relevant Session.
10.3 Where a cancellation is received by CHP from the Hirer pursuant to this clause 10, the Hirer shall have no right to use the Booked Rooms during the Session and for the avoidance of doubt shall pay to CHP within 28 days of invoice any sum due under this clause 10 together with VAT thereon.
11. CHP retains the right to cancel any future Room Bookings made in advance where a Room, or area of a Building, is due to undergo developments, refurbishments or changes of any kind. CHP may also cancel bookings with reasonable notice where national or local guidance on health or other national emergency situations make it necessary at CHP’s sole discretion. In an event such as this, CHP will serve notice to the Hirer as soon as it is practicable, with a minimum term of 14 days. In addition, where possible, CHP will provide the Hirer with alternative options for the Room Booking, for example; alternative Bookable Rooms or alternative CHP Properties.
12. If a dispute arises between CHP and the Hirer in relation to any matter arising out of or in connection with this Agreement, it shall first be discussed between the Authorised Officers at a meeting convened for this purpose and the parties shall use their respective reasonable endeavours to resolve such dispute before relying on the additional provisions of clause 13.
13. If a dispute cannot be resolved in accordance with clause 12, then it shall be referred to the parties’ respective Chief Executive Officers (or personnel of an equivalent position), who shall meet within ten (10) working days of such referral in order to resolve the matter in dispute. Such meeting shall be minuted and conducted in such manner and at such venue as to promote a consensual resolution of the dispute in question.
Termination by CHP
14. This Agreement may be terminated by CHP immediately on notice given by CHP to the Hirer at any time of a breach of any of the Hirer’s obligations contained in this Agreement.
15. This Agreement shall end immediately in the event that the Head Lease expires by effluxion of time or is terminated for any reason.
16. Termination of this Agreement (whether in accordance with clause 10, 14 or 15) is without prejudice to the rights of either party in connection with any antecedent breach of any obligation subsisting under this Agreement
17. Any notice to be served on CHP pursuant to this Agreement 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 Chief Executive or such other address and addressee as shall be notified to the Hirer from time to time
18. Any notice to be served on the Hirer 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 Hirer or such other address and addressee as shall be notified to CHP in accordance with clause 12 from time to time
19. Any notice delivered by hand in accordance with clause 12 or 13 shall be deemed served upon such delivery and any notice sent by recorded delivery in accordance with clause 12 or 13 shall be deemed served two working days after posting
20. This Agreement is personal to the Hirer and may not be transferred and the rights given in this Agreement may only be exercised by the Hirer and its employees
21. It is not the intention of the parties to create any relationship of landlord and tenant
22. CHP gives no warranty that the Bookable Rooms are legally or physically fit or otherwise suitable for the Authorised Use
23. To the maximum extent permitted by a law, CHP is not liable to the Hirer in respect of:
23.1 any loss or damage the Hirer suffers in connection with this agreement,
23.2 with the services or with the Bookable Rooms unless CHP has acted deliberately negligently in causing that loss or damage.
24. To the maximum extent permitted by law CHP is not liable for any loss as a result of mechanical breakdown, strike, termination of CHP’s lease in the Building or otherwise unless the CHP causes such loss deliberately or negligently.
25. In no event shall CHP 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.