NoCo’s Terms of Service will be effective from 1 July 2021. A copy of these terms can be downloaded from www.nocoworkspace.com/terms

The following definitions and rules of interpretation apply in these terms & conditions:

 

Definitions and Interpretations

Commencement Date

The date of acceptance of the Terms of Service. 


Communal Space

Any space outside of the Workspace within the Estate.


Company Representative

The individual appointed by the Licensee who has access to the Licensee Account and who has authority to bind the Licensee for the purpose of the Terms of Service.


Company User(s)

Any nominee, employee or contractor of the Licensee who has been assigned to a Workspace by the Company Representative pursuant to the Terms of Service. 


Confidential Information

All information, know-how, prices, processes and initiatives of the Licensor or any holding companies or subsidiary of the Licensor, be they fully or partly owned.


Deposit

The amount that must be paid prior to the occupation of the Workspaces as set out in the Licensee Account.  


Estate

Any premises set out on the NoCo Platform where a Workspace is located.


General Manager

The individual responsible for the general management and upkeep of the Estate. 


House Rules

The House Rules are terms as set out by the Third Party Provider which apply to the nature of the Company User’s Permitted Use and occupation of the Workspace within their Estate. The House Rules will be provided by the Third Party Provider at the point of induction to the Workspace. 


Landlord

The owner or operator of the Estate. 


License Fee

The sum payable by the Licensee to the Licensor for the occupation and use of the Workspace as set out in the Licensee Account. 


License Period

The period from the Commencement Date until termination of the Terms of Service in accordance with clause 8 (Termination).


Licensee

A person or company given authority by the Licensor to use and occupy a Workspace pursuant to the Terms of Service.


Licensee Account

The Licensee’s account section on the NoCo Platform where the Licensee can inter alia pay the License Fee, select a Workspace, and amend the Company Users.


Licensor

NoCo Commercial Limited t/a NoCo, registered at 32 Baggot Street Upper, Dublin 4, D04 E8K6


Monthly Subscription

The 30 day period starting on the date which the License Fee is paid and expiring on the end of the 30 day period (inclusive of the first day of payment).


NoCo Platform

The platform provided by the Licensor on www.nocoworkspace.com whereby Licensees can create an account to book a Workspace.


Permitted Use

The use of the Workspace shall be exclusively for office purposes only. 



Platform License

The license whereby the Licensor grants the Licensee access to the NoCo Platform where the Licensee can create a Licensee Account.


Notice Period

The minimum period of notice as set out in the Terms of Service which the Licensee is required to notify the Licensor of termination of the License Period via the Licensee Account.      


Terms of Service

The terms set out herein as may be amended from time to time as per the NoCo Platform.                                                                                                                           

Third Party Provider

A person or company who has given authority to the Licensor to license the occupation of a Workspace within their Estate pursuant to the Terms of Service.


Workspace

The portion of the Estate allocated to the Licensee for occupation as set out in the Licensee Account section of the NoCo Platform pursuant to the Terms of Service.


Workspace License

The license whereby the Licensor grants the Licensee access to the Workspace.


References to clauses and schedules are to the clauses and schedules of the Terms of Service and references to paragraphs are to paragraphs of the relevant schedule. 

The schedules form part of the Terms of Service and shall have effect as if set out in full in the body of the Terms of Service. Any reference to the Terms of Service includes the schedules.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 

A reference to a party shall include that party's successors and permitted assigns

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.


License


Platform License

the Licensor provides the Licensee access to the NoCo Platform to create a Licensee Account which will enable the Licensee to browse, select, subscribe and assign Company Users to Workspaces made available by the Licensor through the NoCo platform.


Workspace License

The Licensor licenses and authorises the Licensee (subject to the Terms of Service), to place Company Users in the Workspace(s) subscribed to via the Licensee Account, (subject to the payment of the License Fee for the applicable Workspace), in common with the Licensor and all others authorised by the Licensor and use solely for the purpose of the Permitted Use. 

The Licensee acknowledges that:


the Licensee shall occupy the Workspace as a licensee and that no relationship of landlord and tenant is created between the Licensor and the Licensee by this Licence;

the Licensor retains control, possession and management of the Workspace and the Licensee has no right to exclude the Licensor from the Workspace;

the licence to occupy granted by the Terms of Service is personal to the Licensee and is not assignable and the rights given in clause 2 may only be exercised by the Licensee and its Company Users; and

the Licensor shall be entitled at any time on giving not less than 14 days’ notice to require the Licensee to transfer to an alternative Workspace elsewhere within the Estate and the Licensee shall comply with such requirement.

the Third Party Provider is responsible for the delivery of the Workspace and as such is responsible for the quality, integrity and regulatory compliance of the Estate and Workspace.


The Period of License

The Workspace License shall continue in force for the duration of the License Period subject to the Terms of Service and the House Rules of the relevant Workspace(s).

The Platform License shall continue in force so long as the Licensee pays the License Fee and subject to clause 8 (“Termination”).


License Fees

The Licence Fee payable for the duration of the License Period shall be paid in accordance with the amount, frequency and method as set out in the Licensee Account.

In the event that the Licensee occupies Workspaces in more than one Estate, the License Fee for each Workspace occupied shall be payable from the Commencement Date in each separate location, pursuant to the Terms of Service.

Upon the Licensee selecting a Workspace through the Licensee Account they shall be required to pay a Deposit and the License Fee.  The Deposit shall be held as security for the proper performance of the Licensee’s obligations under the Terms of Service.

The Deposit shall be retained by the Licensor and the balance of it (if any) remaining after deduction from it of all losses, costs, charges, and expenses which may be incurred by the Licensor or arising out of the non-observance or the non-performance of any of the Licensee’s obligations under the Terms of Service, shall be repaid to the Licensee after termination of this Terms of Service and removal by the Licensee of all its property from the Workspace provided always that the Licensee shall not be entitled to any interest on the Deposit.

The Licensee may not offset the Deposit against any License Fee.

Additional services fees and payment thereof will be agreed in advance of any additional services being provided by the Licensor to the Licensee.


The Licensee’s Obligations

The Licensee agrees and undertakes:

To pay the Licence Fee on the days and in the manner specified in the Licensee Account section on the NoCo Platform.

to observe any rules and regulations the Licensor or Third Party Provider makes and notifies to the Licensee from time to time governing the Licensee's use of the Workspace;

to ensure that all Company Users abide by the House Rules of each Workspace which the Licensee has subscribed to. The Licensee will accept all liability in the event of a breach of the House Rules by a Company User;

to warrant that all Company Users will register with the General Manager of the proposed Estate and complete the induction requirements of the Estate;

To comply with the General Manager in relation to the enforcement by him of any House Rules relating to the Estate;

to keep the Workspace clean, neat, and tidy and free from any rubbish or fire or health hazard and to remove on a daily basis all items to include waste and refuse from the Workspace to the receptacles provided by the Licensor;

Not to use the Estate or Workspace or any part of it for or as, including but not limited to:

dangerous, noisy, noxious or offensive trades or businesses;

illegal or immoral purposes, including but not limited to the sale hire, distribution, viewing or display of any books, magazines, films, video or another recordings or other material when the keeping of such materials in the Estate or the sale hire, distribution, viewing or display of any such materials or material on or from the Estate is unlawful or renders the same liable to forfeiture or seizure;

residential or sleeping purposes;

a pharmacy or chemist;

gambling, betting, gaming or wagering (including gambling machines);

a betting office;

banking purposes or for the provision of financial services;

gymnasium;

cinema

an amusement shop or arcade; or

for the sale or supply of intoxicating liquor whether for consumption on or off the Estate. 

Not to use the Estate or Workspace for any purpose or in a manner that would cause loss, damage, injury or nuisance to the Licensor and any tenants and occupiers of the adjoining property of the Estate; 

To notify the Licensor immediately in writing of any damage caused by the Licensee or Company User or any employee, nominee, contractor, servant agent, or invitee of the Licensee to the Estate and of any damage to or deterioration in the Workspace howsoever arising;

To use the Workspace only for the Permitted Use;

Not to do or permit to be done in or about the Workspace anything which is illegal or which may be or become a nuisance, inconvenience or disturbance to the Licensor or other occupiers of the Estate.

To only permit the number of Company Users, which the Licensor has agreed to pay for as part of its package as set out in the Invoice, to work in a Workspace;

Not to use the Workspace for any use of a retail nature and/or use which involves frequent visits by members of the public;

Not to use the Workspace to conduct any business which competes with the same business as the Licensor, including but not limited to business involving the creation and licensing of co-working spaces, office rental, or club membership.

Not to use the name NoCo or NoCo Commercial Limited in connection with any business conducted from a Workspace;

Not make any alteration or addition whatsoever to the Workspace without obtaining the prior consent from the General Manager;

Not to apply for planning permission in respect of the Estate or the Workspace;

Not misrepresent itself or the nature of its business to NoCo or it’s Third Party Providers;

Ensure all Company Users keep access cards secure and pay the replacement fee if any are lost. 

Return any access cards at the end of the Licence Period; 

Supply the Licensor with up-to-date name and email address for each and every Company User, via the NoCo Platform.

Not to overload the floor of the Workspace or the electrical installations or other services and utilities of or supplied to the Workspace;

Not to keep on the Workspace any inflammable, explosive, dangerous, or harmful substance liquid or gas and not to keep or place or permit to be kept or placed any goods or articles being the property of the Licensee or its employees, servants, agents, or invitees outside the limits of the Workspace and not to obstruct any other part of the Estate;

Not to do or permit to be done anything on the Workspace whereby any policy of insurance on the Estate (including the Workspace) may become void or voidable or whereby the rate of the premium on it may be increased, and immediately to repay on demand to the Licensor all expenses incurred by the Licensor in the renewal of any such policy rendered necessary by a breach of this obligation and at all times to comply with all the requirements of the insurers of the Estate (including the Workspace) if notified by the Licensor

To fully indemnify and keep indemnified the Licensor, Third Party Provider and Landlord from and against:

all actions, proceedings, costs, claims and demands occasioned by or arising out of the direct or indirect use or occupation of the Estate or Workspace by the Licensee, the Company Users, its agents, employees, proprietors, partners, officers or invitees of any statutory or other regulatory provision, notice, by-law, direction or order;

all claims, losses, damages, costs and expenses (to include legal costs and expenses) which the Licensor may suffer as a direct or indirect result of, any action or omission or conduct by the Licensee, its agents, employees, invitees, proprietors, partners or officers or in consequence of any death of, or any bodily injury, harm, pain or suffering happening to any person or property on or at the Workspace arising directly or indirectly from the activities carried out from the Workspace by the Licensee, Company Users, its agents, employees, proprietors, partners, officers or invitees; 

any claim which might be made against the Licensor by any employee(s) of the Licensee whether under the European Communities (Safeguarding of Employees Rights on Transfer of Undertakings) Regulations 1980 or otherwise, upon the expiration or termination for whatever reason of this Licence;

To the extent permitted by law, the Licensee and on behalf of the Company Users, its agents, employees, proprietors, partners, officers or invitees, waive any and all claims and rights against the Licensor, Third Party Provider  and Landlord resulting from injury or damage to, or distribution, theft or loss of, any property or person. 

To insure to the satisfaction of the Licensor the Licensee’s own property and business risks (including the obligations of the Licensee under this Licence) and to produce to the Licensor whenever required the policy or policies of such insurance and the last receipt for payment of the premium due;

To cease permitting access to the Workspace, at the request of the Licensor, to any person whose conduct may have proved detrimental to the good standing and orderly functioning of the Estate or to the comfort and wellbeing of other occupants of or visitors to the Estate;

To observe and comply with, and to cause its employees, servants, agents and invitees to observe and comply with, all requirements and regulations made from time to time by the Licensor with regard to the use and management of the Workspace and the Estate and the Communal Spaces and the Estate roads and footpaths and amenity areas (if any) including safety cleanliness noise and other environmental matters and car parking access and loading requirements and regulations;

Not to park or allow to be parked any motor car or other vehicle, pedal or motorbike or scooter on any part of the Estate without the prior written consent of the Licensor save for as set out in the Invoice, and not to permit any congestion or obstruction of any roadways or footpaths or corridors on the Estate; 

To use or cause the employees, servants, agents and invitees of the Licensee to use the Communal Space of the Estate in a careful and responsible manner;

To only use the Workspace during the times specified within the House Rules as may be amended from time to time but excluding Christmas Day, St Stephen’s Day, Good Friday or any other Bank Holiday or any other public holiday; 

To permit the Licensor and all persons authorised by the Licensor to enter the Workspace at any time and for any purpose;

Immediately upon termination of this Licence or the expiration of the Licence Period to remove all the Licensee’s property from the Workspace;

To nominate appoint and duly authorise a company contact who will be present and responsible for the business or activity of the Licensee conducted at the Workspace and to give full particulars in writing of such company contact to the Licensor;

To obtain all necessary approvals and consents (prior to the signing of this Licence) to ensure that the permitted use complied with the Local Government (Planning & Development) Acts 1963 to 1999 and the Planning and Development Acts 2000 to 2002 and to comply in every respect with the said Acts and the Building Control Act 1990 and all regulations and orders made under them.

To maintain the accuracy of the details of the Company Users on the Licensee Account and update the Licensee Account with the name(s) and email address(es) of any departing or new Company Users;

If the number of Company Users exceeds the number set out in the Licensee Account section of the NoCo Platform, you will be required to pay the additional fee. The Licensor reserves the right to limit the number of additional Company Users in connection with the Terms of Service as the Licensor deems fit at its absolute discretion.


Licensor’s Obligations

The Licensor agrees and undertakes:

To provide the Licensee’s Company Representative with access to the NoCo Platform pursuant to the terms of the Terms of Service.

To provide the Licensee’s Company Users with electronic proof of the subscription to their assigned Workspace via the Licensee Account section.

To provide the Licensee’s Company Users with an introduction to the General Manager of the Estate for the purposes of onboarding and induction to the Company User’s assigned Workspace.


The responsibilities of the Third Party Provider to the Licensee and the Company Users are: 

To provide access within the Estate for the Workspace pursuant to the Terms of Service;

To clean and maintain the Communal Spaces of the Estate and to provide such other services as the Licensor may from time to time in its absolute discretion think fit provided always that the quality and level of the services undertaken to be provided by the Third Party Provider will be solely at the discretion and within the control of the Licensor.


Termination

This licence shall be terminated:


Immediately where the Licensee has failed to pay the License Fee or any other sums due under the Licensee Account, within seven days of the due date; 

Upon the expiry of any notice given by the Licensor to the Licensee at any time on breach of any of the Licensee's obligations contained in clause 5;

Immediately upon the appointment of a receiver or examiner over the Licensee or an order has been made or an effective resolution has been passed for its liquidation;

Immediately if the Workspace shall become incapable of use through fire destruction or any other such reason beyond the control of the Licensor.


To terminate the Terms of Service the Licensee must deliver notice to the Licensor via the Licensee Account, no later than 30 days prior to the end of the Monthly Subscription, if notice is not delivered 30 days prior to the end of the Monthly Subscription, the Licensor will automatically bill the Licensee for payment of the License Fee for a subsequent Monthly Subscription.

Termination under any of the provisions contained within this clause shall not affect the rights of action of either party in respect of any prior breach of any of the obligations, agreements, terms, and conditions of the Licensee contained in this Terms of Service and on termination the Licensee shall immediately vacate the Workspace and remove its stock, plant, machinery, equipment and other property from the Estate provided that without prejudice to any other remedy for non-payment of any sums due the Licensor shall be entitled to exercise a right to detain such stock, plant, machinery, equipment and other property of the Licensee in the Estate in respect of any monies due from the Licensee until such debt is paid.


Relocation Right

It is expressly agreed between the parties that the Licensor has the right at any time, (upon giving the Licensee not less than 14 days prior written notice), to move the Licensee and Company Users to another Estate which is a reasonable distance from the Workspace selected on the Licensee Account, either once or several times, whether smaller or larger, under the terms of payment provisions referred to in this Licence.

Furthermore, it is expressly agreed between the parties that the Licensor has the right at any time, at its sole discretion to reduce or enlarge the size of the Workspace, once or several times during the Licence Period.


Nature of the Licence

This Licence is personal to the Licensee (and the registered Company Users on the Licensee Account) and may not be transferred or otherwise disposed of and for the avoidance of doubt the Licensee may neither part with nor share possession or occupation of the Workspace or any part of it nor grant a licence of the whole or any part of the Workspace to any other person or body.

Nothing in this Licence shall establish any partnership or any joint venture between the Licensor and the Licensee or be construed or creating a legal transfer or grant of exclusive possession to the Licensee or create any greater interest in the Licensee than a licence on the terms set out above and the Licensee agrees not to impede in any way the Licensor and its officers, employees, servants, agents, invitees and Licensees in the exercise by them of the Licensor’s right of possession and control of the whole of the Estate including the Workspace itself.


Limitation of Licensor's Liability

Subject to clause 10.2, the Licensor, Third Party Provider and the Landlord shall not be liable for any injury, illness, death, damage, destruction or financial loss or consequential loss (including loss of sales or profits) of the Licensee or its employees, servants, agents and invitees or to the Workspace or to the Estate or to any of the goods, merchandise, plant, equipment, machinery or property of the Licensee or its employees, servants, agents, or invitees in or about the Estate.

To extent permitted by law the Licensor’s maximum aggregate liability to the Licensee pursuant to the Terms of Service shall be limited to the fees paid or payable by the Licensee in the 3 months period immediately preceding the event giving rise to such liability or, in the case of a series of connected events, the first of such events.


Nothing in clause 10.1 shall limit or exclude the Licensor's liability for:

  

death or personal injury or damage to property caused by the direct negligence of the Licensor, Third Party Provider, Landlord or its employees or agents; or

any matter in respect of which it would be unlawful for the Licensor to exclude or restrict liability. 


Notices

Platform Notice


Any notice given under this licence in respect of granting access to the NoCo Platform shall be delivered via electronic mail, or in writing which shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service to the relevant party as follows:


to the Licensor at:

team@nocoworkspace.com or NoCo, 32 Lower Baggot Street, Dublin 4 D04E8K6

to the Licensee at:

The company registered address.

or as otherwise specified by the relevant party by notice in writing to each other party.


Workspace Notice


Any notice given under the Terms of Service must be delivered by the Licensee to the Licensor via the Licensee Account.

Any notice given in accordance with clause 11.1 will be deemed to have been received:

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or

if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting.


Rights of the Third Party Provider

The Third Party Provider shall be entitled to access the Workspace, with or without notice, for cleaning, maintenance, safety or emergency purposes. The Licensor reserves the right to alter the Workspace during these times.


The Third Party Provider reserves the right to employ CCTV as a means to monitor the security of users using the Workspace in accordance with legitimate interests in protecting the Workspace and the Estate and maintaining the safety of the Licensee and other licences, employees and guests of the Estate. 


Confidential Information 

All Confidential Information disclosed by the Licensor to the Licensee remains the sole and exclusive property of the Licensor. The Licensee acknowledge and agree that nothing in the Terms of Service or the participation or use of the Workspace will be construed as granting any rights to the Licensee or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of the Licensor, or any other user.


Force Majeure

No party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached the Terms of Service for failure or delay in fulfilling or performing any obligation under the Terms of Service when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, pandemics, epidemic, embargoes, war, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labour disturbances, acts of God or acts, omissions or delays in acting by any governmental authority (“Force Majeure Event”); provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above.


Variation

These Terms of Service may be varied at any time at the sole and absolute discretion of the Licensor. Prior notice to the Licensee of any such alterations will be provided not less than 14 days before any such alterations come into effect.  Unless the Licensee objects to these changes once notified, the Licensee will be deemed to have accepted them.


Assignment

The Licensee will not transfer or assign any part of the Terms of Service or any rights or obligations therein without the Licensor’s prior written consent.


Severance

If any provision of the Terms of Service or part-provision of the Terms of Service is or becomes invalid, unenforceable or illegal, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms of Service.


Governing law and jurisdiction

The Terms of Service and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Ireland.

Each party irrevocably agrees that the courts of the Republic of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Terms of Service or its subject matter or formation (including non-contractual disputes or claims).