Agile City CIC a company incorporated under the Companies Acts (Company Number SC392954) and having its registered office at Civic House, 26 Civic Street, Glasgow, G4 9RH (hereinafter referred to as “the Licensor”)
SUSTRANS, (hereinafter referred to as “the Licensee”)
CONSIDERING THAT:- (One) The Licensor owns the Property known as and forming and , and ; and (Two) The Licensee wishes to hire the space forming part and portion of and , shown on the space floor plans, (“the Premises”); NOW THEREFORE IT IS AGREED AND THE PARTIES DO HEREBY AGREE that:-
In this Agreement the following definitions shall apply:-
the Duration means; 1 January 1970 00:00 to 1 January 1970 00:00;
the Permitted Use means; Hire of Project Space at Civic House;
the Hire Fee means; £0.00 (exclusive of any VAT payable thereon);
the Services Provided means; N/A;
the Capacity means; 12
the Deposit means; a refundable deposit (added to the Hire Fee as applicable);
the Terms and Conditions means – the terms and conditions listed below which the Licensee confirms having read by subscription hereof;
the Handbook means the current version of the Premises Handbook made available to the Licensee in electronic or paper format for the Duration of the hire;
2. Subject to payment of the Hire Fee, the Licensor will permit the Licensee to occupy and use the Premises on a non-exclusive basis and to benefit from the Services Provided for the Duration for the Permitted Use for the Hire Fee subject to the Terms and Conditions and compliance with the Handbook;
3. By subscription hereof the Licensee confirms that it holds an insurance policy sufficient to meet its obligations in terms of Clause 10 of the Terms and Conditions;
APPENDIX 1: TERMS AND CONDITIONS
These are the Terms and Conditions referred to in the foregoing Hire Agreement
1.1 The Premises shall be used for the Permitted Use and for no other purpose whatsoever;
1.2 The Licensee will comply with all restrictions and requirements stipulated in the Handbook;
1.3 The Licensor does not warrant that the Permitted Use is an authorised use for the purposes of the Town and Country Planning (Scotland) Acts. The Licensor will be responsible for obtaining all necessary consents for the Permitted Use from the local authority and for obtaining any licences for the Permitted Use required under the Licensing (Scotland) Act 1976, the Licensing (Scotland) Act 2005 or any other legislation, regulation or bye-law applicable to the Permitted Use;
1.4 The Licensee agrees not to exceed the agreed capacity at any time during the Duration and to comply with any further restrictions on capacity imposed by any statutory body in respect of the Permitted Use.
1.5 No fly-posting of events held at the Premises will be tolerated and the Licensee will be responsible for ensuring that all promotion and advertising of events held at the Premises complies with the relevant legislation including by not limited to the Town & Country Planning (Scotland) Act 1997, the Control of Adverts (Scotland) Regulations 1984 and the Antisocial Behaviour etc (Scotland) Act 2004;
1.6 No smoking is permitted at any time at the Premises in accordance with the Smoking, Health and Social Care (Scotland) Act 2005.
1.7 The Licensor retains the right to monitor and limit sound levels for the Duration to reduce disturbance to other occupants of the Premises or neighbouring proprietors
1.8 The Licensee shall not be permitted to make any alterations to the Premises.
2.1 The Deposit will be paid prior to the Licensee having access to the Premises. This will be returned to the Licensee when the Licensee returns all keys issued to the Licensee at the end of the Duration under deduction of any sums due to the Licensor in respect of any damage to the Premises, the cost of disposing of any equipment or other moveable property left by the Licensee in the Premises, or any other breach of the terms of this Hire Agreement by the Licensee.
2.2 The Deposit may be returned to the Licensee at the Licensor’s discretion in the event of:
(a) termination of this Hire Agreement prior to the commencement of the Duration; or
(b) in the event of termination for reasons of Force Majeure as provided for in Clause 14 where the Licensee has otherwise complied with the terms of this Hire Agreement and:
(i) could not have avoided the effect of the Force Majeure event by taking reasonable precautions; and
(ii) has used all reasonable endeavours to mitigate the effect of the Force Majeure event.
3. Hire Fee
The Licensee must make payment of the Hire Fee by Direct Debit or Banker’s Standing Order to the Licensor’s Bank Account or by such other payment method agreed with the Licensor prior to the commencement of the Duration. If the Hire Fee is not paid prior to the commencement of the Duration the Licensor shall be entitled to charge interest at 4% above the base rate of the Bank of England until paid.
4. Additional Charges
In addition to the Hire Fee the Licensee will pay all other charges due in respect of the Licensee’s occupancy of the Premises, including but not limited to:-
(a) charges associated with heating, use of gas, electricity, water, broadband and other services outwith the limits specified as being included in the Hire Fee including the provision of temporary additional heating, temporary additional Wi-Fi cover, sound engineering services or lighting engineering services;(b) insurance premiums payable in connection with insurances required in terms of Clause 10 hereof;
(c) charges associated with transport, lodging, meals, rider and equipment transfer and all other costs associated with the Permitted Use;
(d) any VAT properly chargeable on the Hire Fee;
(e) any other taxes or charges imposed or assessed on the occupancy of the Premises for the Duration;
(f) any penalty fees associated with the extension of the Licensee’s occupancy beyond the Duration;
(g) any shortfall in the amount required to make good any damage occasioned to the Premises during the Duration as provided for in Clause 7.3 hereof;
(h) any additional costs associated with an increase in insurance for the Premises as provided for in Clause 9.4 hereof;
5.1 The Licensee will occupy the Premises on a non-exclusive basis as mere licence for the Duration only and nothing in this Hire Agreement will be construed as creating an ongoing licence or a lease;
5.2 Where the Duration extends over more than one day, the Licensee undertakes to ensure that all events held by the Licensee in the Premises finish by 0200 hours and that all third parties are removed from the Premises by 0600 hours. The Licensee shall not be permitted to use the Premises for public events between 0200 hours and 0600 hours at any point of the Duration. Equipment and Personal Property must be removed from the Premises by the Licensee promptly and in any event by the specified end of the Duration.
5.3 If the Licensee does not remove from the Premises by the specified end of the Duration the Licensor shall be entitled to charge a penalty fee calculated on a daily basis.
6. Services provided by the Licensor
6.1 As part of this Hire Agreement the Licensor may provide services including human resources. All staff will report to the Licensor and nothing in this Hire Agreement shall be construed as creating an employer-employee relationship between the Licensee and any staff provided by the Licensor.
6.2 As part of this Hire Agreement the Licensor may provide services including advance ticket sales, door taking and associated management, administration and financial services. All ticket sales receipts will be given to the Licensee in full following payment of the Hire Fee but the Licensor shall be entitled to retain such ticket sales receipts in the event of non-payment of the Hire Fee in part or full satisfaction of the outstanding Hire Fee.
7.1 The Licensee will take access to the Premises by the route and doors demonstrated to the Licensee by the Licensor’s staff. The Licensee will not take access in any way which causes inconvenience to the other occupants of the Premises and in particular will not block passageways, exits, fire escapes or communal spaces.
7.2 The Licensee will comply with all security and fire safety requirements specified by the Licensor including those specified in the Handbook.
7.3 Any keys issued to the Licensee for the Premises must be returned at the end of the Duration. A fee may be deducted from the Deposit for lost or replacement keys and for changing the locks if necessary. No keys for the Premises can be passed to any third parties.
8. Condition of the Space
8.1 The Licensor does not warrant that the Premises is suitable for the Permitted Use.
8.2 The Licensee shall review the building information and FAQ relating to the condition of the Premises for hire, as outlined on the Licensor’s website.
8.3 The costs of making good any damage occasioned to the Premises during the Duration, regardless of the cause of such damage, and any loss arising to the Licensor as a result of such damage shall be deducted from the Deposit. The Licensee shall be responsible for making payment of any shortfall.
8.4 The Licensee shall keep the Premises clean and tidy and is required to comply with the waste disposal arrangements outlined in the Handbook.
9.1 The Licensee shall be permitted to move and make use of the lighting, furniture, and fixed heating system in the Premises in a safe and correct manner, using suitably qualified personnel, subject to reinstatement of the equipment to the area it was found at the end of the Duration. The Licensee shall immediately report any defects in such equipment to the Licensor.
9.2 The Licensee shall not be permitted to install or fix or place any plant, machinery, equipment, goods, substances, fixtures or fittings which in the reasonable opinion of the Licensor may be liable to damage or overload the structure or floors of the Premises, nor to store or place in and about the Premises any articles of a specially combustible, inflammable or dangerous nature.
9.3 In using, moving, installing or placing any Equipment the Licensee shall have regard to and comply with the provisions in the Handbook.
9.4 Any equipment belonging to the Licensee that is not removed by the Licensee at the end of the Duration may be disposed of by the Licensor at the discretion of the Licensor and any charges incurred by the Licensor in disposing of such equipment may be deducted from the Deposit.
10. Indemnity and insurance
10.1 The Licensee will indemnify and keep indemnified the Licensor on demand from all liability in respect of:
10.1.1 any injury to or death of any person;
10.1.2 damage or loss which may be suffered by any persons by reason of or arising out of the use of the Premises by the Licensee;
10.1.3 any breach by the Licensees of their obligations under the Hire Agreement;
10.1.4 local authority rates and other costs associated with the occupancy of the Premises; and
10.1.5 any prosecutions, fines, criminal or civil charges associated with the Permitted Use, any other use of the Premises by the Licensee, any advertising, fly-posting or marketing of events held in the Premises and any third party behaviour or actions in the Premises arising in connection with the Licensee’s use of the Premises.
10.2 The Licensee will take out insurance cover:
10.2.1 such as is necessary to give full indemnification to the Licensor and Landlord in respect of the matters referred to at Clause 10.1; and
10.2.2 against employers’, third party and public liability in at least the sum of £5 million pounds sterling (£5,000,000) for each and every claim
10.2.3 to cover the Licensee’s contents, fixtures, and equipment;
10.2.4 against such other risks as may be approved by or required by the Licensor or the Landlord (acting reasonably) and, in all cases, will produce written evidence of such insurance to the Licensor on demand.
10.3 The Licensee will not do anything which vitiates or makes void or voidable any insurance policy for the Premises affected by the Licensor and the Landlord, or causes monies otherwise payable under such policies to be irrecoverable or refused or withheld, or an increased premium or loading to be payable in respect of such policies. In the event of any such insurance policies being vitiated or payment of insurance monies being withheld or delayed as a result of acts or omissions on the part of the Licensee, the Licensee shall make good all loss thereby sustained by the Licensor or Landlord.
10.4 Should the use or non-use of the Premises cause any increase in the cost of insuring any adjacent premises of the Licensor or Landlord the Licensee will on demand pay to the Licensor the amount of any such increase.
11. Exclusion of Liability
11.1 This clause 11 sets out the entire financial liability of the Licensor (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Licensee in respect of:-
(a) any breach of this Hire Agreement however arising;
(b) any use made by the Licensee of the Premises or services provided by the Licensor
(c) any representation, statement or act or omission (including negligence) arising under or in connection with this Hire Agreement.
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Hire Agreement.
11.3 Nothing in this Hire Agreement limits or excludes the liability of the Licensor:
(a) For death or personal injury resulting from negligence; or
(b) For any damage or liability incurred by the Licensee as a result of fraud or fraudulent misrepresentation by the Licensor.
11.4 Subject to Clause 11.2 and 11.3:
11.4.1 The Licensor shall not under any circumstances whatsoever be liable for:
(a) Loss of profits; or
(b) Loss of business; or
(c) Damage to equipment or property brought into the Premises; or
(d) Any loss arising from a deficiency to any part of the Premises; or
(e) Any other losses, however arising, in connection with the Permitted Use; or
(f) Loss or corruption of data or information; or
(g) Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses
11.4.2 The Licensor’s total liability in contract, delict (including negligence or breach of statutory duty, misrepresentation, restitution or otherwise arising in connection with this Hire Agreement shall in all circumstances be limited to the Hire Fee.
12. Statutory Compliance
The Licensee will comply with, and ensure all third parties using the Premises during the Duration comply with all statutes, bye-laws and other regulations affecting the Premises, and/or the Permitted Use.
13.1 If the Licensee cancels the Hire Agreement prior to or during the Duration, the Deposit shall be retained by the Licensor.
13.2 The Licensee shall remain liable for the Hire Fee as follows:-
(a) 50% of the Hire Fee shall be payable if the Licensee intimates cancellation more than 14 days prior to commencement of the Duration;
(b) 100% of the Hire Fee shall be payable if the Licensee intimates cancellation less than 14 days prior to commencement of the Duration or during the Duration.
13.2.1 The Licensor reserves the right to terminate this Hire Agreement in case of a Force Majeure event provided for in Clause 14 hereof or otherwise in accordance with Clause 15 hereof. The Licensor is not responsible for any loss or damage suffered by the Licensee in the event of such termination.
14. Force Majeure
14.1 A party, provided it has complied otherwise with the terms of this Hire Agreement, shall not be in breach of this Hire Agreement, nor liable for any failure or delay in performance of any obligations under this Hire Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control including but not limited to any of the following;
(a) Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster
(b) Terrorist attach, civil war, conflict, civil commotion, riots, breaking off of diplomatic relations or similar events or actions
(c) Nuclear, chemical, biological or sonic contamination
(d) Adverse weather conditions, including any impact on the wind or watertight nature of the Premises;
(e) Collapse of building structures, failure of machinery, equipment, computers, wireless and telecommunications systems or vehicles;
(f) Any labour dispute, strike, industrial action or lock-out
(g) Changes in the law or interpretation of the law
(h) Non-performance by suppliers or subcontractors; and
(i) Interruption or failure of utility services, including, but not limited to electric power, gas or water
15. Termination by the Licensor
15.1. Without prejudice to any other rights or remedies which the parties may have, the Licensor may terminate this Hire Agreement without liability to the Licensee immediately on giving notice to the Licensee if:-
(a) The Licensee fails to pay the Hire Fee on the due date;
(b) The Licensee commits a breach of any of the terms of this Hire Agreement and fails to remedy that breach on being given verbal notice by the Licensor;
(c) The Licensee breaks or breaches any statutory duties or commits a criminal offence;
(d) The Licensee becomes insolvent or apparently insolvent;
(e) A Force Majeure event as detailed in Clause 14 hereof occurs rendering the Premises out of use for the Permitted Use for the Duration;
(f) Any other emergency event occurs which the Licensor deems detrimental or prejudicial to the Permitted Use for the Duration.
15.2. On termination of this Hire Agreement for any reason:
(a) The Licensee shall immediately pay to the Licensor all outstanding sums due under this Hire Agreement;
(b) The Licensee shall immediately vacate the Premises and return all equipment and keys to the Licensor.
(c) The accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of this Hire Agreement which existed at or before the date of termination.
(d) Clauses which express or by implication have effect after termination shall continue in full force and effect.
16. Intellectual Property and Confidentiality
16.1 The Licensee may not use any trade marks, branding, logos, designs, copyright works, business and domain names or other intellectual property rights belonging to the Licensor without the prior written consent of the Licensor.
16.2 The Licensee may not use the name of the Premises except in connection with the promotion of the Permitted Use for the Duration and subject to all marketing, advertising and other printed and digital use being approved by the Licensor before publication in print or online.
16.3 The Licensee shall keep in strict confidence all commercial know-how, processes or initiatives relating to the Licensor which are of a confidential nature and have been disclosed to or obtained by the Licensee for the Permitted Purpose.
17. Landlord Consent
The Premises is owned by Agile City CIC, a company incorporated under the Companies Acts (Company Number SC392954) and having its registered office at 22 Farnell Street, G4 9SE (“the Landlord”) and the Licensor confirms that the Landlord has granted consent to the granting of a Hire Agreement on the Terms and Conditions and that no change can be made to the Terms and Conditions without the prior written consent of the Landlord.
No variation of this Hire Agreement shall be valid unless it is in writing and signed by or on behalf of the Licensor and the Licensee.
A waiver of any right or remedy under this Hire Agreement is only effective if given in writing and shall not be deemed a waiver or any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Hire Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
If any provision of this Hire Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected.
21. Entire Agreement
This Hire Agreement and any documents referred to in it constitute the entire agreement between the parties and supersede and extinguish all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement.
22. Prohibition on Assignment
The rights granted in this Hire Agreement are personal to the Licensee only and may not be assigned or transferred to any other party.
23. No Partnership or Agency
Nothing in this Hire Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24. Rights of Third Parties
A person who is not a party to this agreement shall not have any rights under or in connection with it with the exception of the Landlord.
This Hire Agreement is governed by the Laws of Scotland and the Licensors and the Licensees are deemed to have agreed to submit to the non-exclusive jurisdiction of the Scottish courts.