Terms of Service

WORKA – TERMS OF SERVICE

These Terms of Service (including the Schedules and Policies referred to) govern Your use of the Platform and any Enquiry or Booking Request You make using or enter into in connection with the Platform (the “Terms”). You expressly confirm You have read, understood and agree to the Terms, in particular Sections 4.6, 4.10, 6, 9 and 11.8 which Your attention is specifically drawn to. If you do not agree to these Terms, You should cease using the Platform immediately and not create an Account, submit any Enquiry or Booking Request or book internal workspace using Worka Team (as such terms are defined below).

1. DEFINITIONS AND INTERPRETATION

1.1 All definitions and rules of interpretation used in these Terms are defined within the Sections in which they are used or are set out in Section 14.

2. SCOPE OF AGREEMENT, DURATION AND AMENDMENTS

2.1 These Terms are supplemented by the following terms, policies and procedures (together, “Policies”) which are incorporated into these Terms by reference (and any reference to these “Terms” includes the Policies):

2.1.1 Worka Terms of Use This sets out the terms applicable to use of the Platform at all times.

2.1.2 Cancellation and Refunds Policy This sets out the terms that apply when and how We, You and/or a Partner can cancel a Workspace Booking, including when and to what extent refunds will be given.

2.2 The following policies also apply to you (as updated from time to time):

2.2.1 Worka Privacy Policy This sets out how We process any personal data We collect from You, or that You provide to Us as well as information about the cookies we place. Our privacy policy sets out what We do with that personal data.

2.2.2 Worka Complaints Policy We strive to provide excellent customer service at all times - if you are not satisfied, this policy sets out details on how to raise a compliant and the complaints process.

2.3 These Terms shall come into legal effect: (a) on the date You create an Account; and/or (b) on the date that You submit an Enquiry or Booking Request, and in each case shall continue in effect until terminated in accordance with these Terms (the “Term”).

2.4 We may amend these Terms at any time with the amends taking effect immediately, including applying to any Enquiry or Booking Request submitted and/or any Workspace Agreements or Workspace Bookings made after such date. You acknowledge it is Your responsibility to check for any updates to the Terms when using the Platform. No other variation of these Terms shall be effective unless made in writing and signed by or on behalf of each of the parties.

3. ACCOUNT CREATION

3.1 You will need to register an account with Us in order to access certain services and functionality available on the Platform (an "Account").

3.2 If You register an Account, You will be asked to provide certain registration information. You agree to provide accurate and complete registration information and to keep that information within Your Account up to date at all times. Please see Our Privacy Policy for more details about how We process Your personal data.

3.3 Use of certain parts of the Platform is username and password protected. In order to access and use these parts of the Platform, You will need a username identification email address and password (including any pre-selected answers to security questions). It is solely Your responsibility to keep this information secret and confidential and not to disclose it to any other third party. You will be responsible for all uses of, and activity through, the Platform and any activity undertaken by anyone using Your Account or log-in credentials.

3.4 You agree to provide all additional information We may reasonably request from time to time and to answer truthfully and completely any questions We might ask You in order to verify Your identity.

3.5 You acknowledge and agree that You are only entitled one Account per person. Duplicate user profiles will be removed at Our absolute discretion without further notice.

3.6 If Your log-in credentials are lost, stolen or compromised, or You think they might be compromised, then You must immediately log in to Your Account and change Your credentials, and notify Us by emailing Us at help@worka.com.

3.7 We reserve the right to suspend or permanently disable any Account at any time if, in Our reasonable opinion, You or any user of that Account fails to comply with any of these Terms and/or if We consider that any Account is using the Platform in a fraudulent, unlawful or harmful manner.

4. WORKSPACE LISTINGS, MARKETPLACE TRANSACTIONS & PAYMENT MODELS

4.1 The table below sets out the types of Workspace listings, marketplace transactions and payment models available on the Marketplace.

Terms applicable to Enquiries and Workspace Agreements

4.2 The Platform enables You to search for and raise Enquiries in relation to Workspaces. If You Submit an Enquiry in relation to a Workspace or Workspace(s), You acknowledge and agree that:

4.2.1 We act as a broker in respect of any such Workspace, and We are not ourselves the provider or operator of the relevant Workspace;

4.2.2 after You submit an Enquiry, We may share Your Enquiry details (including contact details and other relevant Account information) with Our internal sales team, Workspace Partners and Our broker partners in order to provide Workspace search support services to You. The Workspace Partners and broker partners may contact You to follow up on Your Enquiry; and

4.2.3 We may receive a brokerage fee from the Workspace Partner in respect of any Workspace Agreement You subsequently agree with the Workspace Partner following the submission of an Enquiry, which is usually a pre-agreed percentage of the fees You agree to pay for the right to access and use the Workspace for the agreed period of time.

4.3 If You enter into a Workspace Agreement, You must comply with the terms of that agreement, including paying the relevant Workspace Partner any security retainers or deposits required and paying the fees or charges agreed to be paid.

4.4 Workspace Agreements shall be subject to the Off Platform Payment model or, the Monthly Payment model at Worka’s option (in Worka’s sole discretion).

4.5 If the Workspace Agreement is subject to the Monthly Payment model:

4.5.1 We are authorised by the Workspace Partner to invoice for, collect, accept and process certain payments relating to the Workspace Agreement on their behalf acting as their disclosed payment agent. These payments may, for example, be security deposits or retainers (or similar), payments for Your use of the Workspace, and applicable taxes due on such payments., We will send You details of the payments You are required to make (based on the terms of Your Workspace Agreement that the Workspace Partner informs Us of) and details on how to make payment ("Payment Notice"). Payment of such sums to Us (in accordance with the Payment Notice) will fulfil Your obligation to pay such sums to the Workspace Partner, and all payments are received by Us as agent on behalf of the Workspace Partner. Payments can be made by direct debit, or such other payment methods as We make available and are identified in the Payment Notice and will be processed by Our nominated payment services provider; and

4.5.2 You warrant that You are tax resident in the country in which the Workspace is located. You acknowledge that We are not a withholding tax agent and that You are responsible for the payment of any withholding tax (or similar tax collected at source) that is due in respect of the Workspace Agreement. You shall make payment of any such taxes to the appropriate government authorities and shall promptly forward to Us original certificates of official tax receipts related to all such payments to the government authorities.

4.6 Our role under Section 4.5 is limited to acting as a disclosed payment agent on behalf of the Workspace Partner – the Workspace Partner itself remains responsible for providing the relevant Workspace and fulfilling the terms of Your Workspace Agreement, and We are not party to that agreement. We are not responsible for, nor do We influence, decisions concerning cancellations or refunds of Your Workspace Agreement or the compliance or enforcement of any other terms under Your Workspace Agreement. If You would like to amend or discuss Your Workspace Agreement for any reason, or You have an issue with the provision of the relevant Workspace, You must contact and liaise with the Workspace Partner directly.

Terms applicable to Workspace Bookings

4.7 By completing and entering into a Workspace Booking, You acknowledge and agree that You are entering into an agreement directly with the relevant Workspace Partner on the basis of the Workspace Booking Licence Terms (plus the other terms as referred to in the definition of Workspace Booking), each of which We are presenting to You via the Platform on behalf of and as the disclosed agent for the relevant Workspace Partner. For clarity, when You submit a Booking Request, that is not confirmation of Your Workspace Booking – the Workspace Booking is only completed, and binding between You and the relevant Workspace Partner, when You receive the relevant ‘Booking Confirmation’.

4.8 We are also authorised by the Workspace Partner to invoice for, collect, accept and process certain payments relating to the Workspace Booking on their behalf acting as their disclosed payment agent. These payments may, for example, be payments for Your use of the Workspace, payments for Your receipt of additional goods or services agreed to be provided by the Workspace Partner in connection with Your use of the Workspace ("Off-Platform Goods/Services"), and applicable taxes due on such payments. Details of the payments You are required to make and details on how to make payment will be presented to You prior to You submitting Your Booking Request, or at the time you agree any Off-Platform Goods/Services are to be provided by the Workspace Partner. Payment of such sums to Us will fulfil Your obligation to pay such sums to the Workspace Partner, and all payments are received by Us as agent on behalf of the Workspace Partner. All payments will be processed by Our nominated payment services provider.

4.9 By completing and entering into a Workspace Booking, You are also entering into an agreement with Us on the basis of these Terms (excluding the Workspace Booking Licence Terms, which only apply as between You and the Workspace Partner). You must comply with the terms of the Workspace Booking, including paying the fees or charges agreed to be paid.

4.10 Our role under Sections 4.7 and 4.8 is limited to acting as a disclosed agent on behalf of the Workspace Partner in respect of the creation and entering into of a Workspace Booking and as a disclosed payment agent in respect of fees and payments due and payable under such booking - the Workspace Partner itself remains responsible for providing the relevant Workspace (and any Off-Platform Goods/Services) and fulfilling the terms of Your Workspace Booking, and We are not party to the Workspace Booking or any other terms in relation to Off-Platform Goods/Services. Except where provided for in the Cancellation and Refunds Policy, We are not responsible for, nor do We influence, decisions concerning cancellations or refunds of Your Workspace Booking or Off-Platform Goods/Services or the compliance or enforcement of any other terms under Your Workspace Booking.

4.11 In respect of each Workspace Booking in a Jurisdiction where VAT applies, You hereby declare that You shall use the relevant Workspace for VAT liable business activities, or You shall immediately notify Us if You cease to, or intend to cease to, use the Workspace for VAT liable business activities.

5. CONFIDENTIALITY

5.1 The Receiving Party agrees to:

5.1.1 only use Confidential Information to the extent necessary for the purposes of these Terms;

5.1.2 not disclose the Confidential Information to any person except with the prior written consent of the Disclosing Party or:

(a) to its directors, employees, officers, agents, sub-contractors and professional advisers ("Authorised Persons") for the purposes of performing its obligations under these Terms, provided that the Receiving Party shall be responsible for all acts and omissions of Authorised Persons as though they were its own acts or omissions; and

(b) to any regulator, law enforcement agency or other third party if it is required to do so by law, regulation, or similar authority. In those circumstances the Receiving Party shall (to the extent practical and lawful to do so) notify the Disclosing Party in writing as soon as practicable and to extent permitted by law consult with the Disclosing Party with a view to agreeing the timing, manner and extent of the disclosure; and

5.1.3 keep all Confidential Information secret and securely protected against theft or unauthorised access, and in any event shall maintain its security, integrity and confidentiality to at least the same standard as it applies to its own confidential information.

6. LIABILITY

6.1 Nothing in these Terms excludes or limits the liability of a party to the other for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation by it or its employees; or (c) any other liability that cannot be excluded or limited by law. To the extent we may not, as a matter of applicable law, disclaim any warranty or limit our liability, the scope and duration of such warranty and the extent of our liability will be the minimum required under such law.

6.2 Subject to Section 6.1, We and/or Our Personnel shall not be liable whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise for:

6.2.1 any loss of profits, loss of revenue or turnover, loss of anticipated savings, wasted expenditure, loss of contract, loss of business opportunities, loss of business, loss or interruption of use or cost to procure substitute technologies, depletion of goodwill or reputation and/or similar losses, or pure economic loss or any loss of corruption of data or information (regardless of whether these types of loss or damage are direct, indirect or consequential); or

6.2.2 any special, indirect, incidental or consequential loss or damage whatsoever, in each case however arising under or in connection with these Terms and even if We and/or Our Personnel were aware of the possibility that such loss or damage might be incurred. In addition (and without prejudice to the terms above), under no circumstances shall We and/or Our Personnel be liable for any loss or damage (whatsoever and howsoever arising) that was not reasonably foreseeable (at the time these Terms first came into force) as a loss or damage that would have been caused and incurred as a result of the relevant breach giving rise to such loss or damage.

6.3 Subject to Sections 6.1 and 6.2, Our total aggregate liability to You in contract (including under any indemnities), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with the performance, non-performance or contemplated performance in these Terms in respect of any and all causes of action arising shall in no event exceed £500.

6.4 Subject to Section 6.1, the provision of the Platform is provided to You on an 'as is' and 'as available' basis. You expressly agree that Your use of the Platform and any associated services is at Your sole risk and We expressly disclaim any and all representations, guarantees and warranties of any kind (whether express or implied), including without limitation as to the quality, fitness for any purpose, merchantability, compatibility, reliability, accuracy, completeness, availability, timeliness, access, use or non-infringement or those arising from a course of dealing or usage of time. We accept no responsibility or liability and make no guarantee that the Platform will be free from faults, errors and/or omissions. It is Your sole responsibility to evaluate the quality, suitability, accuracy, completeness and reliability of the Platform and the details of any Workspace or any information provided on any part of the Platform (whether provided by Us or a Workspace Partner).

6.5 You are solely responsible for Your interactions with other users of the Platform. You understand that We may not conduct criminal background checks or screenings on or any other screening of such users. We also may not inquire into the backgrounds of such users or attempt to verify the statements of such users. We make no representations or warranties as to the conduct of such users or their compatibility with any current or future users. We reserve the right to conduct any criminal background check or other screenings (such as sex offender register searches), at any time and using available public records as permitted by applicable law.

6.6 Subject to Section 6.1, We disclaim all liability and responsibility arising from any unavailability of any part of the Platform (at any time or for any reason) or any reliance placed on any commentary and any content or materials uploaded to the Platform.

6.7 You understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.

7. INDEMNITY

7.1 To the maximum extent permitted by applicable law, You will fully indemnify and keep indemnified Us (for and on behalf of Ourselves and Our Personnel) (together, “Indemnified Parties”) harmless from: (i) any and all losses (including all direct, indirect and consequential losses), liabilities, costs (including legal costs), expenses, claims, proceedings, or demands that any Indemnified Party suffers or incurs, or will suffer or incur, due to or arising out of or in connection with Your use of the Platform; (ii) the violation of these Terms by You; and (iii) the infringement by You of any intellectual property or any other right of any other person or entity.

8. SUSPENSION AND TERMINATION

8.1 If you breach any of these Terms, We may immediately do any or all of the following (without limitation):

8.1.1 issue a warning to You;

8.1.2 temporarily or permanently withdraw Your right to use the Platform;

8.1.3 suspend or terminate your Account (and prohibit You from opening a new Account in the future);

8.1.4 issue legal proceedings against You for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);

8.1.5 take further legal action against You; and/or

8.1.6 disclose such information to law enforcement authorities as We reasonably feel is necessary to do so.

8.2 If these Terms are terminated for any reason:

8.2.1 if these Terms apply to a Workspace Agreement subject to the Monthly Payment model, We will cease to act for the Workspace Partner in invoicing, collecting, accepting and processing any payments due relating to the Workspace Agreement, and You and the Partner will need to make arrangements between You directly in relation to such payments and payment arrangements;

8.2.2 if these Terms apply to a Workspace Booking (including any booking that has commenced but not yet concluded or has not yet commenced), such booking shall immediately terminate. The Cancellation and Refunds Policy shall determine whether any refund is due in respect of such terminated booking;

8.2.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination, shall not be affected or prejudiced; and

8.2.4 any provisions of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. ENTIRE AGREEMENT

9.1 These Terms shall govern all transactions between Us and You with respect to the Platform (without prejudice to the terms of any Workspace Booking) and replace and extinguish all prior agreements, collateral warranties, collateral contracts, statements, representations and undertakings made by or on behalf of the parties, whether oral or written, in relation to that subject matter. Each party acknowledges that in entering into these Terms it has not relied upon, and accordingly it shall have no rights or remedies in respect of, any collateral warranties, collateral contracts, statements, representations or undertakings, whether oral or written, which were made by or on behalf of the other party in relation to the subject matter of these Terms and which are not set out in these Terms. Nothing in this Section shall exclude or restrict the liability of either party arising out of its pre-contractual fraudulent misrepresentation or fraudulent concealment.

10. NOTICES

10.1 Subject to Section 10.3, any notice required to be given under these Terms (excluding under the Workspace Booking Licence Terms, which has its own notice provisions) shall be in writing in English and shall be delivered by email: to Us FAO - General Counsel at The Instant Group, Email Address: Legal.Notices@theinstantgroup.com, and (ii) You at the email address identified within Your Account, or such other address as may have been notified by that party for such purposes. We may also send You notices via updates and notifications within the Platform. You expressly agree that service of any notice via email or within the Platform constitutes lawful and valid service, including satisfying any requirement under any applicable law for notice to be served in writing.

10.2 A correctly addressed notice sent by email shall be deemed to have been received at the time and date of transmission shown on the saved sent copy kept by the sender (or if delivery is not in business hours, at 9am on the first Business Day following delivery). A reference to time in this Section shall be deemed to be the time in the place in which the notice is being delivered.

10.3 This Section 10 shall not apply to the service of legal proceedings.

11. GENERAL TERMS

11.1 Force Majeure. We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of Our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, epidemic or pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm. In such circumstances We shall be entitled to a reasonable extension of the time for performing such obligations.

11.2 No Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by these Terms or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of these Terms, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

11.3 Rights and Remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

11.4 Severance. If any provision, or part of a provision, of these Terms is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of these Terms, and the legality, validity or enforceability of the remainder of the provisions of these Terms shall not be affected, unless otherwise required by operation of applicable law. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

11.5 Assignment. You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these Terms. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under these Terms. You shall enter into any further agreements reasonably required by Us to give effect to any of the above.

11.6 Relationship of the Parties. Nothing in these Terms is intended to, or shall be deemed to, establish or constitute any partnership or joint venture between the parties, create a relationship of principal and agent for any purpose between the parties, or authorise either party to make or enter into any commitments for or on behalf of the other party.

11.7 Conflicts. In the event of any conflict between the Sections of these Terms and the Schedules, the conflict shall be resolved by giving priority: (a) first, to the Sections in these Terms; and (b) second, to the Schedules.

11.8 Authority. The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver, and to exercise their rights and perform their obligations under, these Terms. You and the relevant person completing the user account creation process ("Your Signatory") individually represent and warrant that (a) Your Signatory is acting under Your authority; and (b) is duly authorised to bind You to these Terms and You agree to provide Us with any additional information or documentation We request from time to time to verify Your Signatory's authority.

12. THIRD PARTY RIGHTS

12.1 Subject to the Indemnified Parties being entitled to rely on and enforce Section 7, a person who is not a party to these Terms may not enforce any of the provisions under any legislation otherwise entitling it to do so nor bring a claim for the recovery of any losses, liabilities, expenses or costs arising out of or relating to these Terms or the Platform. The consent of any third party is not necessary for any variation (including any release or compromise in whole or in part of any liability) or termination of these Terms.

12.2 All claims brought by You under or as a result of these Terms (whether in contract, misrepresentation (whether tortious or statutory), tort (including negligence), restitution, breach of statutory duty or otherwise) shall be brought against Us only and not any of Our Personnel. The limitations and exclusions of liability set out in these Terms shall apply to all such claims.

13. GOVERNING LAW AND JURISDICTION

13.1 These Terms, and any proceedings, dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) (“Proceedings”), shall be governed by and construed in accordance with the governing law specified for the Jurisdiction in Schedule 1.

13.2 The parties irrevocably agree that any Proceedings shall be settled by arbitration in accordance with the then-current arbitral rules of the arbitration forum specified for the Jurisdiction in Schedule 1 (the “Arbitration Rules”). The substantive law will be the governing law specified for the Jurisdiction in Schedule 1, and the venue and seat of the Proceedings shall be as specified for the Jurisdiction in Schedule 1. The language to be used in the Proceedings shall be English. There will be a sole arbitrator chosen in accordance with the Arbitration Rules. Each party agrees that a judgment against it in Proceedings shall be conclusive and binding upon it and may be enforced in any jurisdiction.

13.3 Notwithstanding Section 13.2, We may bring proceedings for injunctive relief in any alternative jurisdiction at Our sole option in the case of breach or anticipated breach by You of Your obligations relating to confidentiality and Intellectual Property Rights as set out in these Terms.

13.4 In addition to Section 13.2, if the Jurisdiction is North America, the parties agree the additional terms below:

13.4.1 THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT A PARTY MAY HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.

13.4.2 Each party agrees that it may and shall not act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Proceedings, and to the fullest extent permitted by applicable law each party hereby irrevocably waives the right to bring or participate in a class, collective, or consolidated proceeding against the other party in connection with these Terms. Each party agrees that it shall not bring Proceedings in arbitration on a class or representative basis, and the arbitrator can decide only Your and/or Our individual claims.

13.4.3 If for any reason any Proceedings proceeds in court rather than in arbitration, both parties each waive any right to a jury trial. No waiver of any provision of this Section of these Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms.

13.5 The terms of this Section 13 shall survive and continue in force notwithstanding the suspension, termination or expiry of these Terms.

14. DEFINITIONS AND INTERPRETATION

14.1 The following definitions apply in these Terms:

SCHEDULE 1 – WORKA CONTRACTING ENTITY AND JURISDICTION SPECIFIC DETAILS

1. If You are using the Platform to submit an Enquiry or Booking Request, the Worka entity that is the contracting party to these Terms (applicable to such Enquiry or Booking Request and any resulting Workspace Agreement or Workspace Booking as applicable) is determined as below based on the location of the Workspace that is the subject of Your Enquiry or Booking Request, save as otherwise expressly stated in paragraph 2:

2. If You are using the Platform to submit an Enquiry for a Workspace in Sweden or Denmark, the Worka entity that is the contracting party to these Terms (applicable to such Enquiry) is as below:

3. If You are using the Platform for any other purpose or reason other than as set out in paragraphs 1 or 2 above, the Worka Entity that is the contracting party to these Terms (applicable to such use) is determined as below: