Terms – LOCKUP

Definitions and interpretation

In the Licence:

“Date of Entry” means the date as defined on the cover page.
“Date of Termination” means the date upon which the Licence terminates;
“Building” means the entire building of which the Property forms part located at CoVault, 9 Harvest Road, Newbridge, EH28 8PJ.
“Building Equipment” means any equipment available for use by occupants and license holders of the Building.
“Common Parts” means those parts of the Building enjoyed by Licensee, Licensor, members of the public and other licensees of the Building;
“Licence” means the licence to occupy the Property constituted by this offer and all duly executed letters following on from it;
“Licence Fee” means the sum of £ + VAT per month.
“Licence Period” means the period from the Date of Entry until the date on which this Licence Agreement expires or is terminated in accordance with this Agreement.
“Licensee” means Licensee as defined on the cover page.
“Licensee Contact Details” means the details as defined on the cover page.
“Licensors” means LOCKUP Ltd incorporated under Companies Acts of the Isle of Man (Registered Number 132215C) and having their registered Office at 1st Floor, 50 Athol Street, Douglas, Isle of Man, IM1 1JB;
“Licensor’s Privacy Policy” means the privacy policy incorporated herein by reference available to view at https://www.lockup.co.uk/privacy-policy/ as updated and amended from time to time. “Parties” means the Licensors and the Licensees;
“Permitted Use” means Studio
“Property” means Unit , located within the building highlighted on the plan
“Working Day” means any day on which clearing banks in Glasgow are open for normal business.

In the Licence, unless otherwise specified or the context otherwise requires:

any reference to one gender includes all other genders;
words in the singular only include the plural and vice versa;
any reference to the whole is to be treated as including reference to any part of the whole;
any reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and words importing individuals include corporations and vice versa;
any reference to a Clause, is to the relevant Clause, of the Licence;
any reference to a statute or statutory provision includes any subordinate legislation which is in force from time to time under that statute or statutory provision;
any reference to any statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment;
any phrase introduced by the words “including”, “include”, “in particular” or any similar expression is to be construed as illustrative only and is not to be construed as limiting the generality of any preceding words;
a document will be duly executed only if it is executed in such manner as meets the requirements of Section 3 of the Requirements of Writing (Scotland) Act 1995; and
where at any one time there are two or more persons included in the expression “Licensees” obligations contained in the Licence which are expressed to be made by the Licensees are binding jointly and severally on them and their respective executors and representatives whomsoever without the necessity of discussing them in their order.

The headings in the Licence are included for convenience only and are to be ignored in construing the Licence.

Licence to occupy

In consideration of the payment of the Licence Fee by the Licensee to the Licensor, the Licensor permits the Licensee to occupy the Property for the Permitted Use for the Licence Period in common with the Licensor and all others authorised by the Licensor together with the right to:
1. use such reasonable parts of the Building for the purposes of access to and egress from the Property; and
2. use the lavatories within the Building as the same may be designated by the Licensor from time to time.
The Licensee acknowledges that:
1. the Licensee shall occupy the Property as a licensee and that no relationship of landlord and tenant is created between the Licensor and the Licensee by this agreement;
2. the Licensor retains control, possession and management of the Property and the Licensee has no right to exclude the Licensor from the Property;
3. the licence granted by this agreement is personal to the Licensee and is not assignable and the rights given hereunder may only be exercised by the Licensee and its employees and authorised agents;
4. the Licensee will be subject at all times to all rights, regulations, restrictions and covenants affecting the Building from time to time;
5. without prejudice to its rights under this agreement, the Licensor shall be entitled to:
  1. require the Licensee to transfer to alternative space elsewhere within the Building PROVIDED THAT where reasonably practicable the Licensor will give reasonable prior notice to the Licensee; or
  2. require the Licensee to transfer to alternative space in another building which the Licensor controls PROVIDED THAT the Licensor will give at least four weeks’ prior notice to the Licensee.
  In both cases, the Licensor will use reasonable endeavours to ensure that the alternative space is of an equivalent size to the Property if such space is vacant and available to the Licensor within the Building or another building that the Licensor controls (as the case maybe).
6. The Licensor has the right to withhold the services (including for the avoidance of doubt denying the Licensee access to the Property) while there are any outstanding fees and/or interest due to the Licensor or the Licensee is in breach of any other material terms of this Licence.
The Parties agree that the Licence is not a lease and does not confer any tenancy rights on the Licensees.

Deposit

The equivalent of one month’s Licence Fee must be paid within five (5) working days of signing this Licence, and in any event, prior to Date of Entry as security for performance of all of the Licensee’s obligations under this Licence Agreement.
In the event of any withdrawal from the Deposit by the Licensor due to any default of the Licensee the Licensee shall replace any such sum withdrawn within 14 days of being notified of such withdrawal.
The Licensor will arrange for the refund of the deposit to be returned to Licensee by electronic transfer within 21 days of expiry or termination of this agreement PROVIDED ALWAYS THAT the Licensee has complied with its obligations under this Licence Agreement and subject to the deduction of any monies due to the Licensor or of any amount in respect of any damage and the cost of returning the Property (including with reference to the Schedule of Condition) to the same condition as it was in at Date of Entry, fair wear and tear excepted.
For the avoidance of doubt the Deposit will not be returned to the Licensee until all sums due under this Licence Agreement or any supplemental agreement have been paid in full.
The payment of the Deposit shall not affect the Licensor’s right to demand payment at any time in respect of any amounts due under this Licence Agreement and the Licensee will have no right to insist on an offset at any time against outstanding fees.
The Licensor retains the right to demand payment to increase the deposit held, at any time, if circumstances reasonably require such an increase.

Duration

The Licence Period shall be for ONE MONTH from Date of Entry, which shall automatically renew then on a month to month basis, thereafter until terminated by either Party on delivering to the other Party not less than one month’s written notice to the effect that they are terminating the Licence at the expiry of the period specified in the notice.
At the Date of Termination, the Licensee will:
1. remove from the Property with their whole equipment and other items, without the need for any notice from the Licensors, and
2. leave the Property in a condition consistent with full compliance with their obligations under the Licence.

Payments

The Licensees will pay, without deduction or set off, the Licence Fee to the Licensors by equal instalments in advance on the first day of each month, the first payment being due on the Date of Entry in respect of the period from the Date of Entry to the next payment date, and monthly after that, by direct debit if so required by the Licensors.
The Licensees will also pay for the duration of the Licence:
1. all rates (inclusive of water rates and business rates), taxes, duties, levies, charges, assessments, impositions and outgoings whatsoever imposed on or payable in respect of the Property or on its owner or occupier;
2. all insurance premiums payable under the insurances effected by the Licensors in relation to the Property (including any additional premiums payable by reason of the Permitted Use);
3. all costs incurred by the Licensors in procuring the remedy of any breach of any obligation of the Licensees under the Licence;
4. its own public liability insurance premiums (evidence should be provided to Licensor upon request) and its own contents insurance for any items owned or leased by Licensee and kept within the Property;
5. on demand from time to time any additional costs incurred by the Licensor in respect of the Licensee’s use of the Property in excess of the usual charges reasonably and properly incurred in relation to the Property in the Licensor’s absolute discretion;
All sums payable under the Licence, are exclusive of Value Added Tax, which, if payable, is payable in addition in return for a valid Value Added Tax invoice.
If:
1. the Licence Fee is not paid on the due date; or
2. any other sums due by the Licensees are not paid within ten Working Days after the due date then the Licensees will pay to the Licensors Interest on the outstanding money at the rate prescribed by the Late Payment Commercial Debts Act 1998 (as amended or repealed), with such interest accruing from the due date of payment due.

Use

The Licensees will use the Property for the Permitted Use and for no other purpose.
The Licensors give no warranty that:
1. the Property is suitable for the Permitted Use; or
2. the Permitted Use is or will remain the permitted use of the Property within the provisions of the planning or other relevant legislation from time to time.
The Licensees will not do or permit to be done upon or in connection with the Property anything which would be a legal nuisance or cause of damage to the Licensors or the other occupiers of any neighbouring premises or both.
The Licensees will comply with:
1. all statutes, bye-laws and other regulations affecting the Property or the Licensees’ use of the Property;
2. all obligations, restrictions, reservations and other conditions in the titles of the Property and all laws, regulations, obligations, restrictions and other conditions and recommendations of the relevant suppliers relating the supply of utility services to or from the Property; and
3. all reasonable regulations which may be issued from time to time by the Licensors or their agents in relation to the Property, including in respect of health and safety, risk management and security.
The Licensee will:
1. keep the Property clean, tidy and clear of rubbish;
2. not display any exterior advertising without the prior written consent of Licensor;
3. not obstruct any Common Parts, make them dirty or untidy, or leave any rubbish on them;
4. not apply for any planning permission in respect of the Property or attempt to change the Permitted Use; and
5. not to do or allow to remain upon the Property anything which may be or become illegal or cause a nuisance, annoyance, disturbance, inconvenience, injury or damage to the Licensor or the other occupiers of the Building or adjacent or neighbouring premises and for the avoidance of doubt not to bring or keep any animals or wildlife, explosives, hazardous chemicals or other such dangerous articles anywhere in the Building including the Property.

Indemnity, Insurance and Licensor’s Rights

The Licensee shall indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from this Licence Agreement, any breach of the Licensee’s obligations contained in this Licence.
The Licensees will take out insurance cover such as is necessary to give full indemnification to the Licensors in respect of the matters referred to at Clause 7.1 and, in both cases, will produce written evidence of such insurance to the Licensors on demand.
The Licensees will not do anything which vitiates or makes void or voidable any insurance policy for the Property effected by the Licensors, or causes monies otherwise payable under such policy to be irrecoverable or refused or withheld, or an increased premium or loading to be payable in respect of such policy.
Should the use or non-use of the Property cause any increase in the cost of insuring any adjacent premises of the Licensors the Licensees will on demand from time to time pay to the Licensors the amount of any such increase.
The Licensor has the full and free right to re-develop refurbish and/or redecorate the whole or any part of the Building including the Property from time to time.
The Licensor shall not be liable for any loss or inconvenience to the Licensee in connection with the Licensee’s occupation of the Property (other than any loss or inconvenience in respect of which the law prevents the Licensor excluding liability) and in no circumstances shall the Licensor have any liability to the Licensee for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss.

Alienation

The Licence is personal to the Licensees and the Licensees will not (either wholly or partially) assign, sub-let, part with or share occupation or otherwise deal in any way with their interest in the Licence.
The Licensor may transfer or otherwise assign the benefit of this agreement and its obligations under it at any time.

Condition

The Licensees accept the Property in its present condition as being fit in all respects for the Permitted Use and agree that the Schedule of Condition represents the Property as at the Date of Entry. As the Schedule of Condition may include photographs, taken upon the Date of Entry, Licensee undertakes to immediately execute the Schedule of Condition upon receipt of the completed Schedule of Condition.
The Licensees will:
1. at their own cost, repair and maintain the Property in good repair and condition so that it is at all times in at least such condition and, when necessary, but only in so far as required to maintain the Property in such condition, renew and rebuild the Property (other than damage caused by risks against which the Licensors have effected insurance except to the extent their insurance has been invalidated by the Licensees or those for whom they are responsible); and
2. leave the Property in such condition at the Date of Termination as per the Schedule of Condition, fair wear and tear excepted;
all to the satisfaction of the Licensors (acting reasonably).
If the Licensees fail to carry out any works to the Property for which they are responsible in terms of the Licence after a written demand has been made by the Licensors, the Licensors may carry out such works (without prejudice to their other rights including their rights to terminate the Licence) and the Licensees will pay to the Licensors on demand the whole proper costs incurred by the Licensors in so doing, together with Interest.
The Licensors will have no liability to repair, maintain, renew or replace the Property.

Alterations

The Licensees will not carry out any alterations or additions to the Property without the prior written approval of the Licensors (which will not be unreasonably withheld or delayed in respect of internal non-structural alterations only).
To the extent requested by the Licensors, the Licensees will remove any alterations and additions carried out by them and reinstate the Property at the Date of Termination to the condition they were in before such alterations and/or additions were made.

Access

When taking access to the Property, the Licensors will, and will procure that any other parties exercising such rights of access will:

cause minimum interference reasonably practicable with the Licensees’ use of the Property; and
make good to the Licensees’ satisfaction (acting reasonably) any damage caused to the Property and the Licensees’ fixtures and fittings.

Termination

Notwithstanding any other rights to terminate expressly provided for in this Agreement, additionally, the Licensor reserves the right to terminate this Licence Agreement at any time upon one week’s notice if:
1. any sums due under the Licence remain unpaid 21 working days after the due date of such payment;
2. the Licensee commit a non-Licence Fee related breach of this Licence Agreement which is not remedied/capable of being remedied within seven (7) calendar days after Licensee is notified of such breach by Licensor;
3. the Licensee enters liquidation, receivership or administration, signs a trust deed for creditors, are sequestrated or enters into a voluntary arrangement, becomes insolvent or apparently insolvent or are wound up or dissolved.
Upon expiry or termination of this Licence Agreement, the Licensee shall return the Property to Licensor in a condition equal to the condition as at the Date of Entry (and as described in the Schedule of Condition), and shall remove all contents, fixtures and fittings belonging to Licensee by the Date of Termination. The Licensee shall remain liable for any damage caused by the removal of its contents, and if any contents remain on the day following the Date of Termination, Licensee authorises Licensor to arrange the disposal of said contents, and to reimburse Licensor on demand for the costs of such disposal.

Notices

Any notice, demand, request or certificate required under the Licence must be in writing and may be delivered personally, or sent by post or transmitted by fax to the relevant Party.
Any notice, demand, request or certificate will be deemed to be received:
1. if delivered personally, (with proof of delivery) at the time of delivery;
2. if sent by recorded delivery post, 48 hours after the date of posting;
3. in the case of fax, at the time when the sender’s fax machine confirms transmission; Provided that if, in the case of personal delivery or transmission by fax, such delivery or transmission occurs outwith normal business hours on a Working Day or on a day which is not a Working Day, delivery will be deemed to occur on the next Working Day.
Licensee is obliged to ensure that Licensor has an accurate and up to date record of Licensee’s Contact Details, and if there is any change to Licensee’s Contact Details, Licensee undertakes to immediately inform Licensor of any such changes without delay. Failure to provide updates Licensee Contact Details within 30 days of such changes occurring, may result in Licensee becoming liable for any and all costs incurred by Licensor in tracing Licensee.

No Liability

Save where prohibited by law, the Licensor is not to be liable for the death of, or injury to the Licensee its employees and customers authorised invitees or for damage to any property of theirs, or for any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by them in the exercise of the rights granted by this Licence Agreement.
The Licensor gives no warranty that the Property possesses the necessary consents for the Permitted Use nor that the Property is physically fit for the said Permitted Use. Any use by Licensee or any person acting on their behalf of any Building Equipment is entirely at such user’s own risk and Licensor does not warrant that the Building Equipment is fit for any particular purpose.

General

Neither the Licensees nor the Licensors will be bound by any acceptance of this offer or any other letter purporting to form part of the Licence or any amendment or variation of the Licence unless it is duly executed.
The Licence represents the entire agreement between the Parties relating to the licence of the Property and supersedes any previous agreements between the Parties relating to it. Neither of the Parties has been induced to enter into the Licence on account of any prior warranties or representations made which are not embodied in the Licence and no representation, warranty or undertaking of any description in respect of the Property, whether in relation to title, state of repair, compliance with statutes or other matters, the existence of local authority or other proposals or orders, or otherwise, is given in the Licence except insofar (if at all) as expressly stated in the Licence. Where the Licensee comprises more than one individual, such individuals shall be jointly and severally liable to observe and perform the Licensee’s obligations under this agreement.

Data Protection

The Licensee agrees that the Licensor may collect, store, process, disclose or transfer any personal data which the Licensor holds on or in relation to the Licensee provided that the Licensor takes such reasonable steps to ensure that it is used only to fulfil its obligations under this agreement, for work assessment and fraud prevention or to make available information which the Licensor reasonably considers may be of interest to the Licensee, provided always that Licensor acts at all times in compliance with the European General Data Protection Regulation (as amended). The Licensor’s Privacy Policy is available to view online and by accepting this Licence, Licensee confirms it has read and accepted the terms of Licensor’s Privacy Policy.
The Licensee agrees to notify its staff members and visitors to the Property that CCTV surveillance is used in accordance with Licensor’s Privacy Policy.

Costs and Consent to Registration

Each of the Parties will bear their own costs and expenses.
The Parties consent to registration of the Licence for preservation and execution. The Licensee will pay within five Working Days after written demand the costs of registering the Licence in the Books of Council and Session and obtaining two (2) extracts.

Governing Law and Jurisdiction

The Licence is governed by the law of Scotland and Parties submit to the non-exclusive jurisdiction of the Scottish courts.

The Parties agree that (a) this Licence will be signed electronically and (b) once signed by both parties electronically both Parties will be bound by its terms.