CREATOR MEMBERSHIP TERMS
1. Interpretation
1.1 Any terms not defined in these Membership
Terms shall be as defined in the applicable
registration form between Garden Campus
Limited (Garden Studios) and the individual or
company named in the registration form
(Member). The provisions of the registration
form and these membership terms (Terms)
together set out the terms and conditions of
the agreement between Garden Studios and
the Member.
2. Fee and Payment Schedule
2.1 Subject to these Terms, you will become a
Creator Member of the Hive. The Creator
Membership has a minimum duration of 6 (six
months).
2.2 On acceptance of these Terms, you will be
required to pay the following fees
(Membership Fees) in exchange for the
Creator Membership Benefits:-
(a) the monthly fee of £150.00 per month, for
a minimum of 6 (six) months (the Initial
Commitment). Please note this is the
minimum financial contribution you
will be required to pay.
(b) Thereafter a monthly fee of £150.00 per
month will apply until your Creator
Membership is terminated in accordance
with these Terms.
2.3 Payment of the first monthly payment of the
Membership Fees shall be taken via Direct
Debit on the date this agreement is entered
into. Subsequent payments for each monthly
instalment shall be taken on the same date of
the following month for each month of the
duration of the Creator Membership
2.4 If the Member’s relevant bank or building
society account does not contain sufficient
funds for Garden Studios to take a monthly fee
payment for a period of 30 days or more,
Garden Studios reserves the right, at its sole
discretion, to cancel the Member’s Creator
Membership with immediate effect and no
requirement of notice.
3. Creator MembershipBenefits
3.1 Subject to these Terms and in consideration of
the payment of the Membership Fees, Garden
Studios will provide the Member with the
following benefits (Creator Membership
Benefits):
(a) £150.00 credit per month to be spent
on booking the Locations and/or
Room(s) using the Nexudus booking
system. This credit cannot be carried
forward to the following month,
transferred or used towards any
extras or any equipment hire;
(b) Subject to availability, a pass
providing non-exclusive access to
use the Hive Co-Working Space for
up to 5 (five) days per each Creator
Membership week during the
opening hours of Garden Studios;
(c) a Creator Member discount for
booking Locations and/or Room(s)
at the following rates:-
• Studio A, discounted from £57.50 to
£40.00 per 1 hour session;
• Studio B, discounted from £57.50 to
£40.00 per 1 hour session;
• Studio C, discounted from £46.00 to
£30.00 per 2 hour session;
• Studio D, discounted from £80.50 to
£55.00 per 2 hour session;
• Studio E, discounted from £80.50 to
£55.00 per 2 hour session;
• Studio F, discounted from £517.50 to
£375.00 per 4 hour session;
• The Hive 100 discounted from £34.50
to £25.00 per 1 hour session;
• The Hive Nest 1/2 desks discounted
from £34.50 to £25.00 per 1 hour
session;
• The Hive 102 Edit Suite discounted
from £80.50 to £55.00 per 2 hour
session;
• The Hive Office 103/104 discounted
from £50.00 to £25.00 per 1 hour
session
(d) ability to hire Studio Equipment (to
the extent agreed as set out in clause
15);
(e) Subject to availability, a nonexclusive access to use the Hive CoWorking Space during the opening
hours of Garden Studios;
(f) receipt of Garden Studios’
newsletters and invitations to Garden
Studios’ events;
(g) use of Wi-Fi internet access for personal
and professional use in alignment with
Garden Studios’ acceptable use policy a
copy of which can obtained by sending a
request via e-mail to
[email protected]; and
(h) non-exclusive access to a kitchen and
toilet facilities subject to availability.
3.2 The Creator Membership Benefits are
provided on a first-come first-served basis
and are not guaranteed exclusive. Garden
Studios reserves the right to limit or revoke the
Creator Membership Benefits with prior notice
to the Member pursuant to these Terms.
4. Co-Working Space Guest Passes
(a) In consideration of the payment of the
Membership Fee, the Creator Member is
permitted to purchase one Guest Pass per
day for a named Guest, at a reduced rate of
£25.00 per 8 hour pass. For the avoidance
of doubt, the provisions contained in clause
3.1(b) and clause 10 also apply to any Guest
accessing the Co-Working Space through a
Guest Pass.
(b) Should the Creator Member wish to
redeem their Guest Pass, they must do so
via the Nexudus booking system. This
booking is always subject to availability.
(a) The Guest Passes are solely and
exclusively granted to the named
Guest as the named person of the
contracting party. The Guest is not
permitted to transfer any rights of
access granted under the day-pass
to any other person.
5. P.O Boxes
5.1 Subject to availability, the Creator Member is
granted with the additional opportunity to set
up a P.O Box address at Garden Studios’
premises for an additional fee of £150.00 per
month. The P.O Box use is intended solely for
the receipt of business correspondence and
parcels of the Creator Member.
5.2 Should the Creator Member wish to take
advantage of this additional benefit, the
Member must contact [email protected]
to enquire.
5.3 Garden Studios is not responsible for any loss,
damage, delay or non-receipt of
correspondence or parcel(s) sent to the P.O
Box. The Creator Member acknowledges any
correspondence or parcel(s) is stored at the
Member’s own risk.
5.4 Garden Studios reserves the right to
terminate the P.O Box service or adjust the
fees on 30 (thirty) days’ written notice to the
Member.
6. Website Profile and Social Media
Presence
6.1 In addition to the foregoing, the Creator
Member will be provided with the optional
benefit of creating and showcasing an
online profile (Creator Profile) on Hive’s
website at https://hivegardenstudios.io/index?&v=4.0.700&lng=e
n.
6.2 Should the Creator Member wish to
showcase their profile, they must send any
or all of the following details to
[email protected]:
(a) A professional headshot;
(b) A link to their own website;
(c) A short biography; and
(d) Links to their account on any relevant
social media platforms, including but
not limited to Twitter, LinkedIn,
YouTube, Instagram etc.
6.3 For the avoidance of doubt, the Creator
Profile benefit is entirely voluntary, and the
Creator Member is by no means obliged to
share the information pursuant to clause 5.2
for upload onto Hive’s website as a
condition of this agreement.
6.4 Garden Studios reserves the right to omit
any information provided by the Creator
Member that it reasonably deems as
inappropriate, insensitive, offensive, or in
any other way objectionable.
6.5 Following the upload of information to the
Creator Profile, Garden Studios also
reserves the right to remove the Creator
Member’s Creator Profile should Garden
Studios discover any content that it
reasonably deems as inappropriate,
insensitive, offensive, or in any other way
objectionable.
6.6 Following the upload of information onto
the Creator Profile, the Member is
permitted to request at any point that
Garden Studios removes any or all of the
details, and Garden Studios must comply
with this request within 14 days.
6.7 To effect such removal, the Member must
send their request and identify the relevant
details to be removed to
[email protected].
7. Group Membership
7.1 Two or more people may share one Creator
Membership as a company or as individual
creators working on a collaborative project
subject to the Member specifying such
request in advance by selecting the relevant
option on the Registration Form.
7.2 If such request is not specified as per clause
6.1 above, Garden Studios will deem any
persons not named on the Registration Form
to be Guests of the Member and will be
treated as such in accordance with clause 9 of
this agreement.
8. Term and Termination
8.1 The Terms shall commence on the Term Start
Date and shall continue in full force and effect
for the Initial Commitment and thereafter
continue on a monthly rolling basis until your
Creator Membership is terminated in
accordance with these Terms.
8.2 If, following the Term Start Date, you wish to
cancel your Creator Membership, you must
provide 30 (thirty) days’ written notice in the
form of an email to hive[email protected]
(Cancellation).
8.3 If the Member requests a Cancellation within
the Initial Commitment, the Member will
remain contractually obliged to pay the
Membership Fees for each remaining monthly
instalment of the Initial Commitment.
8.4 For Cancellation requests made after the
Initial Commitment, the Member will remain
liable to pay the monthly fees representing
the period between the date the Cancellation
is requested and the date on which the
Cancellation expires.
8.5 Garden Studios may terminate these Terms
on one (1) month’s written notice to the e-mail
address provided by you in the Registration
Form, unless you have advised us in writing of
an alternative e-mail address. In the event of
such termination under this clause 7.5, Garden
Studios will refund a pro-rata value of the
Membership Fees paid for by the Member in
advance.
8.6 Either party may terminate these Terms with
immediate effect on written notice to the
other party in the event either party becomes
insolvent, bankrupt or otherwise unable to
pay its debts as they fall due, or in the event
of any breach by either party of any
material provision of the Terms, including
for the avoidance of doubt late or nonpayment of any fees, which, is either
deemed irremediable by the notifying
party or, if capable of being remedied, has
not been remedied within 10 days of
notice identifying such breach and
requesting it to be remedied.
8.7 Garden Studios may terminate these
Terms with immediate effect on written
notice to the Member in the event Garden
Studios ceases to have the right to occupy
the Hive and/or any relevant Location
and/or Room(s).
8.8 Garden Studios may terminate these
Terms with immediate effect on written
notice to the Member in the event that the
Member does, or allows to be done,
anything that in the opinion of Garden
Studios will, or is likely to, have a negative
effect on the reputation of Garden Studios
or any aspect of its business.
8.9 On receipt by the applicable party of a
notice under clauses 7.2-7.8 these Terms
shall terminate immediately but without
prejudice to the rights and remedies of
either party in respect of any antecedent
breach.
9. Locations
9.1 The Locations and/ or Room(s) can be
booked through the Order Form on the
Nexudus booking system (https://hivegardenstudios.io/index?&v=4.0.700).
9.2 Subject to availability, the Locations and/or
Room(s) are available for use strictly
between 08:00 am to 18:00 pm on Monday
to Friday (excluding public holidays in
England).
9.3 Subject to availability, access outside of
these opening hours can be arranged with
Garden Studios prior permission. Garden
Studios reserves the right to charge
additional fees for any access or use
outside of the opening hours and further
details are available through enquiry via
email to [email protected] .
9.4 Garden Studios reserves the right to amend
these opening hours at its sole discretion.
Details of any changes to the opening
hours will be made available to the
Member via email from
[email protected] .
9.5 The Member must ensure that any set up and
de-rig takes place within the hours of their
relevant booking.
9.6 The Member acknowledges that:
(a) the Member shall occupy the Locations
and/or Room(s) specified on the Order
Form on the Nexudus booking system
(the Room(s)) (as applicable) as a
licensee and that no relationship of
landlord and tenant is created between
the Member and/or their Guests and
Garden Studios by use of the Room(s)
and/or these Terms;
(b) Garden Studios retains control,
possession and management of the
Locations and/or Room(s) (as
applicable) and the Member and/or
their Guests have no right to exclude
Garden Studios or their authorised
representatives from the Locations
and/or Room(s) at any time ;
(c) the licence to occupy created by the
Order Form and these Terms is personal
to the Member and the entry upon and
use of the Locations and/or Room(s) (as
applicable) by the Member pursuant to
the Order Form and these Terms shall
not create any tenancy.
9.7 From time to time, at a Member’s request,
Garden Studios may (or may arrange for a third
party to) help troubleshoot problems a
Member may have in trying to access certain
functionalities, such as accessing the internet.
The Member agrees that Garden Studios (or
any third party):-
(a) are not responsible for any damage to
any Member’s and/or their Guests’
personal equipment including any
computer system related to such
technical support or downloading and
installation of any software including in
respect of the loss and corruption of any
data;
(b) do not assume any liability or warranty
in the event that any manufacturer
warranties are voided; and
(c) do not offer any verbal or written
warranty, either expressed or implied,
regarding the success of any technical
support.
10. Guests
10.1 The Member may host temporary visitors
(Guests) to use the Locations and/or
Room(s), subject to the limit on the number of
Guests set out in the Order Form. The
Member is responsible for their Guests’
compliance with these Terms, including
compliance with related rules as set out at
clause 12.1 and the Member shall procure
that no landlord and tenant relationship or
tenancy is created with their Guests.
10.2 Garden Studios may, at its discretion and
subject to availability, allow the Member to
purchase additional Co-Working Guest
passes, details of these additional fees are
available at clause 4 above.
10.3 The Member is liable for any claims,
injuries, damages, or losses incurred by or
as a result of the Guests’ presence and
actions or omissions at Garden Studios’
premises. The Member agrees to
indemnity Garden Studios for any claims,
damages, liabilities, penalties, losses,
expenses or costs arising from the Guests’
presence and action or omissions.
10.4 Garden Studios reserves the right at its
sole discretion to refuse entry, remove or
request that the Member remove its
Guests.
11. Dogs
11.1 A Member or their Guests who plan on
bringing a dog or dogs onto Garden
Studios’ premises must first provide
Garden Studios with proof of vaccination
in a form satisfactory to Garden Studios.
11.2 All dogs must remain inside the Location
and/or Room(s) as booked by the
Member on the Order Form. The Member
and/or their Guests shall be liable for any
damage caused by the dog(s) to any
property or equipment belonging to
Garden Studios and/or any other
members or visitors.
11.3 Garden Studios will not be responsible for
any injury caused to the Member’s or their
Guests’ dog(s).
11.4 The Member and/or the Guests will be
liable for any injuries, damages or losses
caused by the presence or actions of the
Member’s or Guests’ dog(s) to any thirdparty on the premises. The Member
agrees to indemnify Garden Studios
against any injury, claims, damages, loss
or costs arising from their dog’s or their
Guests’ dog’s presence or behaviour.
11.5 Garden Studios reserves the right at any time
to restrict and refuse entry to any Member’s
or Guests’ right to bring dogs onto Garden
Studios’ premises.
12. Access to Locations
12.1 A Member and any Guests may only access
Garden Studios’ premises once they have
signed-in at Garden Studios’ reception
desk and provided identification in the form
of a valid passport or a current photo
driving licence or other forms of
identification acceptable to Garden
Studios. The reception desk will provide
access cards that must be kept secure and
returned to Garden Studios at the end of
each day. Garden Studios reserves the right
to refuse entry to anyone who does not
provide the required identification or
present the relevant access card. The
Member agrees to pay a replacement fee
for each access card that is lost or
damaged by the Member or their Guests.
13. Compliance with Rules
13.1 The Member shall, and shall procure that
their Guests shall, observe and fully comply
with all rules, regulations and procedures
made available by Garden Studios from time
to time, and shall comply with all applicable
laws, rules, regulations and requirements
relating to the Member’s use of the Location
and/or Room(s) and the use of the Studio
Equipment, including these Terms and the
Code of Conduct listed at Annex A.
13.2 The Member shall provide completed Risk
Assessment Method Statement (RAMS) for
any productions or activities taking place at
Studio F to Garden Studios at least 48 hours
prior to the production or activity taking
place and shall ensure the Locations and/or
Room(s) and any equipment are used in
accordance with the RAMS. Garden Studios
will contact the Member with details of the
RAMS should the Member make a booking
for Studio F.
13.3 The Member must ensure that any persons
under the age of 18 have parental or guardian
permission to enter Garden Studios’ premises.
13.4 The Member shall not use, or permit to be
used, any explosives or any fire effects, nor
shall it start, or cause to be started, any fire
required at the Location and/or Room(s)
and/or anywhere else on Garden Studios’
premises.
13.5 The Member shall not, bring onto, store or use,
or permit to be brought onto, stored or
used, at Garden Studios’ premises any
guns, explosives, wild or dangerous
animals, toxic, hazardous materials,
inflammable or other dangerous or
explosive substances (including liquid
propane gas) or any other materials which
would or might conflict with any applicable
law, including, without limitation, the
Control of Substances Hazardous to Health
Regulations 2002 (as amended or replaced
from time to time), or constitute a nuisance
to Garden Studios or any other users of the
premises of Garden Studios or to owners
and/or occupiers of neighbouring
property.
14. The Location
14.1 No alterations, signs, posters, decorations
or additions to the Locations and/or
Room(s) or to Garden Studios’ equipment
are permitted without the written
consent of Garden Studios.
14.2 The Member will keep the Locations
and/or Room(s) clean, tidy and clear from
rubbish at all times.
14.3 At the end of the relevant booking the
Member must leave all Locations and/or
Room(s) (as applicable) and the Studio
Equipment in the same condition as they
were at the start of the booking and shall
make good any damage. Any costs
incurred by Garden Studios in remedying
any breach of this clause, including
professional cleaning or repair shall be paid
by the Member.
15. Member Equipment
15.1 The Member and/or Guests are fully and
solely responsible for any personal
equipment they bring onto Garden
Studios’ premises.
15.2 The Member shall remove all of their
personal equipment including their Guests’
personal equipment and any waste from
the Locations and/or Room(s) at the end of
each day. If the Member has paid for the
use of the same Location(s) and/or
Room(s) for multiple consecutive days,
then they may, at Garden Studios’ sole
discretion, leave their equipment in the
Location(s) and/or Room(s) until the last
day of their relevant booking.
15.3 Garden Studios shall not be liable for loss
or damage of any kind to Members’ or
Guests’ personal equipment however
caused, including any loss or damage
caused during any overnight storage period.
15.4 Garden Studios shall have the right at its sole
discretion to remove any Member’s or Guests’
personal equipment remaining after the expiry
of the relevant booking or retain, destroy, sell
or otherwise dispose of the same without any
liability to the Member.
16. Equipment Hire
16.1 Subject to a valid booking being in place,
Garden Studios may provide the Member
with the option to hire Garden Studios’
equipment (Studio Equipment) solely for use
at the Location and/or Room(s).
16.2 The fees to hire the Studio Equipment are
set out in the Nexudus booking system and
the option to hire any Studio Equipment is
subject to availability. Any fees paid to hire
any Studio Equipment will be nonrefundable in the event that the Member
decides not to use the Studio Equipment,
or cancels the hiring of the Studio
Equipment and/or cancels any relevant
booking associated with the use of the
Studio Equipment.
16.3 To the full extent permitted by applicable
law, all Studio Equipment is supplied by
Garden Studios entirely at the risk of the
Member. In no circumstances shall Garden
Studios be liable for any losses or
damages, including consequential losses,
however caused arising out of the use or the
inability to use the Studio Equipment by the
Member, any Guests, servant, agent,
employee or sub-contractor of the
Member.
16.4 The Member may not, without the written
consent of Garden Studios: (i) remove any
Studio Equipment and/or fixtures and fittings
from the Location and/or Room(s); (ii) modify
or alter or tamper with the foregoing in any
way; (iii) use the foregoing in a manner not
recommended by the manufacturer or in
breach of any instructions for use; or (iv) allow
or suffer any of the foregoing to be used by
any untrained or unauthorised personnel. All
Studio Equipment and/or fixtures and fittings
shall at all times remain the property of
Garden Studios, and the Member shall have
no right, title or interest in or to the Studio
Equipment and/or fixtures and fittings (save
the right to use subject to these Terms).
16.5 The Member is responsible for any
breakages, loss or damage occasioned to
the Locations and/or Room(s) or Studio
Equipment arising from the Member’s
use thereof or by any Guests, servants,
agents, employees or sub-contractors
of the Member. The Member shall give
immediate written notice to Garden
Studios in the event of any such damage
or loss.
16.6 Garden Studios will insure the Location
and/or Room(s) and Studios Equipment
against all normal insurable risks but not
further or otherwise.
16.7 The Member shall comply with the
requirements of any insurers of Garden
Studios and shall not to do or omit to do
anything which would result in any
policy or insurance in respect of the
premises, Location and/or Room(s)
becoming void or voidable or otherwise
prejudiced, or which would cause the
insurance premium to be increased. The
documents detailing Garden Studios’
insurance policy are available through
enquiry via email to
[email protected].
16.8 The Member must effect its own
insurance cover at their own expense
including but not limited to cover for
their personal property and personal
equipment, public liability insurance
(covering the Member, any Guests,
servant, agent, employee or subcontractor), losses, damages and/or
injury to third parties, the Member and
any Guests at Garden Studios’ premises.
The Member shall provide proof of
insurance and adequate cover upon
request by Garden Studios. Under no
circumstances will Garden Studios
entertain any claims arising out of any
failure of the Member to effect its own
insurance cover.
17. Fees
17.1 In addition to the fees set out in clause 2, the
Member must pay the following fees upfront
using the Nexudus booking system:-
(a) relevant fees for hiring Studio
Equipment; and
(b) any fees for printing or additional
services made available by Garden
Studios at the Member’s request.
17.2 Garden Studios reserves the right to
charge interest of 4% above the Bank of
England base rate on any fees that remain
outstanding after fourteen (14) days of
their due date, such interest being
calculated from the due date of payment until
the date of payment.
17.3 Garden Studios reserves the right to increase
the Membership Fees on thirty (30) days’
written notice to the Member (Fee Increase
Notice) such notice not to expire during the
Initial Commitment.
17.4 The Fee Increase Notice shall only apply to
the monthly payments following the Initial
Commitment.
17.5 In the event the Member does not agree to the
Fee Increase Notice, the Member may give
written notice to Garden Studios to terminate
these Terms within fourteen (14) days of
receipt of the Fee Increase Notice and the
Terms shall terminate on the end of the rolling
month.
17.6 Parking is not included as part of these Terms.
Parking is managed by Garden Studios at a car
park located at Lily Carpark 29 North Acton
Road NW10 6PE. Car parking must be
reserved separately. Garden Studios offers the
option to make a reservation using the
Nexudus booking system at the rate
applicable at the time. All reservations are
subject to the terms and availability.
18. Data Protection
18.1 Where Garden Studios is a data controller,
Garden Studios will process the Member’s and
Guests’ personal data in accordance with its
Privacy Policy available
at: www.gardenstudios.io/privacy-policygarden-studios.
18.2 Both Garden Studios and the Member shall
comply with all applicable Data Protection
Legislation:
(a) where the Member is an individual, the
parties acknowledge that for the
purposes of the Data Protection
Legislation, the Member is the Data
Controller and the Garden Studios is the
Data Processor;
(b) where the Member is a company the
parties acknowledge that for the
purposes of the Data Protection
Legislation, the Member is the Data
Processor and Garden Studios is the
Data Controller.
18.3 Where Garden Studios is the data processor,
then Garden Studios and the Member agree to
comply with the terms of the Data Processing
Agreement attached as Schedule to these
Terms, in respect of how any personal data
will be used, processed, shared and
managed.
19. Confidentiality and Intellectual Property
19.1 Intellectual Property: patents, utility
models, rights to inventions, copyright and
neighbouring and related rights,
trademarks and service marks, business
names and domain names, rights in getup and trade dress, goodwill and the right
to sue for passing off or unfair competition,
rights in designs, database rights, rights to
use, and protect the confidentiality of,
confidential information (including knowhow and trade secrets), and all other
intellectual property rights, in each case
whether registered or unregistered and
including all applications and rights to
apply for and be granted, renewals or
extensions of, and rights to claim priority
from, such rights and all similar or
equivalent rights or forms of protection
which subsist or will subsist now or in the
future in any part of the world.
19.2 The Member agrees not to use the name
‘Hive’ or ‘Garden Studios’ or its logo in
connection with its business, without
prior approval from Garden Studios.
Nothing in these Terms gives the Member
any rights to or interest in the Intellectual
Property of Garden Studios.
19.3 Garden Studios is under no obligation to
mediate or participate in any dispute
between the Member and any of Garden
Studios’ other members, clients, Guests,
third parties and/or subcontractors.
19.4 The provisions of these Terms are strictly
confidential and shall not be disclosed to
any other person (without the other party’s
prior written consent (such consent not to
be unreasonably withheld or delayed))
save that either party may disclose the
same to its own personnel under
conditions of confidentiality (and then only
to the extent required for the proper
performance of these Terms) or to the
extent required by applicable law, court
order or any regulatory body or
governmental authority and save further
that Garden Studios may disclose the
Terms to the extent that it is:
(a) necessary and desirable to enable
Garden Studios professional advisers
to carry out their duties effectively
for Garden Studios provided that the
Garden Studios procures that the
people to whom the information is
disclosed keep it confidential;
(b) required to make any filing with, or
obtain any authorisation from, a tax
authority; and
(c) necessary for the purposes of any
dealing with, or financing of, Garden
Studios or any of the Locations and/or
Room(s) by Garden Studios.
19.5 The Member understands that clients and
other members of Garden Studios will be
working on Garden Studios’ premises and
that the activities of such persons are
confidential. The Member shall indemnify
Garden Studios from all direct and indirect
losses which Garden Studios may suffer or
incur (including but not limited to
consequential loss, loss of profit, loss of rent,
loss of revenue, loss of reputation and all
interest, penalties and legal and other
professional costs and expenses) by reason
of the Member and/or Guests breaching
the confidentiality of Garden Studios or
Garden Studios’ clients or other members.
19.6 The Member may not take, copy or use any
information or Intellectual Property
belonging to Garden Studios’ visitors, other
members of Garden Studios or their guests,
including without limitation any confidential
or proprietary information, personal names,
likenesses, voices, business names,
trademarks, service marks, logos, trade
dress, other identifiers or other intellectual
property, or modified or altered versions of
the same.
19.7 Except as otherwise expressly set forth
herein, the use of Garden Studio’s website
including the Creator Profile and each of its
entire contents, features, and functionalities
(including but not limited to all information,
software, text, displays, images, video, and
audio, and the design, selection, and
arrangement thereof) are owned by Garden
Studios, its licensors, or other providers of
such material and are protected by copyright,
trademark, patent, trade secret, and other
intellectual property or proprietary rights
laws.
19.8 The access to the website including the
Creator Profile does not imply a transfer of
the Intellectual Property to the Member.
19.9 The Member agrees not to reproduce,
modify, create derivative works from, display,
perform, publish, distribute, disseminate,
broadcast, commercially exploit,
communicate, circulate, or in any way
transfer or assign the applications
underlying any of Garden Studio’s website
including the Creator Profile or any part
thereof, to any third party, without the
express prior written consent of Garden
Studios.
19.10 The Member further agrees that it will not
disassemble, decompile, reverse
engineer, create derivative works from or
otherwise modify the applications
underlying Garden Studios’ website
including the Creator Profile, except to the
extent permitted by applicable law and in
accordance with this agreement.
19.11 The Member represents and warrants to
Garden Studios that:
(a) The Member owns or controls all
rights in and to the content added to
the website, including the Creator
Profile and has the right to grant the
license granted above to Garden
Studios and our affiliates and service
providers, and each of their and our
respective licensees, successors,
and assigns.
(b) All of the Member’s content on
Garden Studios’ website including
Creator Profile does and will comply
with this agreement.
19.12 The Member understands and
acknowledges that the Member is
responsible for any content that it or its
Guests submit or contribute to the website
including the Creator Profile, and the
Member, not Garden Studios, has full
responsibility for such content, including
its legality, reliability, accuracy, and
appropriateness. Garden Studios is not
responsible or liable to any third party for
the content or accuracy of any such
content.
20. Limitation of Liability
20.1 Nothing in these Terms limits any liability
which cannot legally be limited including
liability for: (i) death or personal injury
caused by negligence; (ii) fraud or
fraudulent misrepresentation; or (iii) any
matter in respect of which it would be
unlawful to exclude or restrict liability.
20.2 Subject to clause 19.1 and to the fullest
extent permitted by applicable law, Garden
Studios shall not be liable under these Terms
for any:
i. loss of profits;
ii. loss of production
iii. loss of sales or business;
iv. loss of business opportunities;
v. loss of agreements or contracts;
vi. loss of anticipated savings;
vii. loss of use or corruption of software, data
or
information;
viii. loss of or damage to goodwill; or
ix. indirect, economic or consequential loss;
whatsoever or howsoever arising, even if
that loss or damage was reasonably
foreseeable or Garden Studios was aware of
the possibility of that loss or damage arising
out of or in connection with but not limited
to any of the following:-
i. any damage to or loss of property,
including to the Member’s equipment, by
the Member or Guests, servants or
agents or any third party;
ii. any breakdown, stoppage or failure of
the Locations and/or Room(s) or Studio
Equipment; or
iii. any failure on the part of Garden Studios
to comply with its obligations under
these Terms due to any circumstances
beyond the control of Garden Studios,
including but not limited to issues with
accessing the internet.
20.3 All implied terms and conditions as to the
quality or performance of Garden Studios’
equipment and any other services provided
by GardenStudios areexcludedtothe fullest
extent permitted by law.
20.4 Garden Studios gives no warranty that the
Locations and/or the Room(s) (as applicable)
are physically fit for the proposed use by the
Member and their Guests.
20.5 Subject to clauses 19.1, 19.2, 19.3 and 19.4
above, Garden Studios’ liability to the Member
under these Terms shall be limited to £5,000.
21. Miscellaneous
21.1 Force Majeure. Neither party shall be in
breach of these Terms or otherwise liable for
any delay or failure in the performance of its
obligations for so long and to the extent that
such delay or failure results from events,
circumstances or causes beyond its
reasonable control. If the period of delay or
non-performance continues for fourteen (14)
days, the party not affected may terminate this
agreement by giving not less than seven (7)
days’ written notice to the affected party.
21.2 Entire Agreement. These Terms, together
with any other documents referred to
therein, represent the entire agreement
between the parties and supersede and
extinguishes all prior representations,
agreements, arrangements and
understandings between them (whether
written or oral) relating to the subject
matter of these Terms.
21.3 Assignment. Garden Studios shall be
entitled to assign, transfer, charge,
subcontract, delegate, declare a trust
over or deal in any other manner with all
or any of its rights and its obligations
under the Terms. The Member may not
assign, transfer, mortgage, charge,
subcontract, delegate, declare a trust
over or deal in any other manner with any
or all of its rights or obligations under the
Terms without the prior written consent
of Garden Studios.
21.4 Updates to Terms. Garden Studios may
update these Terms at any time and shall
provide the Member with seven (7) days’
notice by e-mail of such updates to the email address provided by you in the
Registration Form, unless you have
advised us in writing of an alternative email address (Notice Period). Unless the
Member objects to the updates in writing
within the Notice Period the Member will
be deemed to have accepted the new
Terms. If the Member objects to the
updates within the Notice Period the
Member may terminate the Terms on one
(1) month’s written notice.
21.5 Waiver. a) A waiver of any right or remedy
is only effective if given in writing and shall
not be deemed a waiver of any
subsequent right or remedy. b) A failure or
delay by a party to exercise any right or
remedy provided under these Terms or by
law shall not constitute a waiver of that or
any other right or remedy.
21.6 Severance. If any provision or partprovision of these Terms is or becomes
invalid, illegal or unenforceable, 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 partprovision shall be deemed deleted. Any
modification to or deletion of a provision or
part-provision under this clause 20.6 shall
not affect the validity and enforceability of
the rest of these Terms.
21.7 Notice. Any notice given to a party under or
in connection with these Terms shall be in
writing and shall be delivered by (i) hand; (ii)
pre-paid first-class post or other next working
day delivery service at its registered office (if
a company) or its principal place of business
(in any other case); or (iii) sent by email to the
address specified in the Order Form. Any
notice or communication pursuant to these
Terms shall be deemed to have been
received:
(a) if delivered by hand, at the time the
notice is left at the proper address;
(b) if sent by post, at 9.00 am on the
second working day after posting;
(c) if sent by email, at the time of
transmission, or, if this time falls outside
business hours (9.00 am to 17:00 pm
Monday to Friday on a day that is not a
public holiday in England), when
business hours resume.
This clause does not apply to the service of
any proceedings or other documents in any
legal action or, where applicable, any
arbitration or other method of dispute
resolution.
21.8 Relationship. Nothing in these Terms shall
constitute or be deemed to constitute a
partnership or joint venture or the relationship
of employer and employee between the
parties, nor appoint either party as the agent
of the other party.
21.9 Rates. Garden Studios will remain
responsible for all business rates for the
Locations and the Room(s) and, to the extent
necessary, the Member agrees to sign a letter
of variation to consent to any variation of the
business rates and will provide any
necessary assistance to Garden Studios in
this regard.
21.10 Third party rights. These Terms do not give
rise to any rights under the Contracts (Rights
of Third Parties) Act 1999 to enforce any term
of these Terms.
21.11 Governing law. These Terms, and any
dispute or claim (including non-contractual
disputes or claims) arising out of or in
connection with them or their subject matter
or formation, shall be governed by, and
construed in accordance with the law of
England and Wales.
21.12 Jurisdiction. Each party irrevocably agrees
that the courts of England and Wales shall
have exclusive jurisdiction to settle any
dispute or claim (including noncontractual disputes or claims) arising out
of or in connection with these Terms or
their subject matter or formation.
Annex A
Garden Studios
Code of Conduct
Garden Studios believes that respect is the foundation for success. This Code of Conduct provides
the benchmark for the behaviours expected of everyone at Garden Studios, to ensure the highest
levels of mutual trust and respect are maintained.
Who is expected to adhere to the Code?
All clients, employees, visitors, staff, and contractors are expected to adhere to this Code, to enable
a safe and inclusive working environment.
Failure to do so can result in termination of our working relationship. The purpose of the Code is to
allow all parties to work in a safe environment.
What If I Have a Code-Related Question or Concern?
If you have a question or concern, please don’t hesitate to contact one of the Hive team members.
You can do this either by phone, email or just drop into the Hive Reception desk.
Code of Conduct
Respect other people. Treat others how you would like to be treated.
Diversity is our strength. We nurture and celebrate our differences.
Everyone has a right to an opinion. Discuss and resolve differing views constructively.
Work together to foster a productive environment.
No harassment, bullying or intimidation.
Smoking and vaping are prohibited outside of permitted areas.
Tidy and clean up communal areas after use.
Use communal areas and shared spaces respectfully.
Derogatory, offensive, discriminatory or defamatory comments will not be tolerated.
Inclusion is a core Garden value. We welcome everyone who comes through our doors.
Only behave in a professional manner, which includes being kind to others. Maintain professional
interactions when communicating.
Sustainability is a core Garden value. We encourage our people, partners and suppliers to work in a
sustainable way that protects and nurtures the environment.
SCHEDULE : DATA PROCESSING AGREEMENT
(DPA)
BACKGROUND
(A) Garden Campus Limited (hereinafter
called the Provider) and the individual
or company named in the registration
form (hereinafter called the
Customer) entered into an agreement
to establish the terms and conditions
relating to the use of the Provider’s
premises (Master Agreement) to
which this data processing agreement
(Agreement) is scheduled that may
require the Provider to process
Personal Data on behalf of the
Customer.
(B) This Agreement sets out the
additional terms, requirements and
conditions on which the Provider will
process Personal Data when
providing services under the Master
Agreement. This Agreement contains
the mandatory clauses required by
Article 28(3) of the retained EU law
version of the General Data Protection
Regulation ((EU) 2016/679) for
contracts between controllers and
processors and the General Data
Protection Regulation ((EU) 2016/679).
AGREED TERMS
1. Definitions and Interpretation
The following definitions and rules of
interpretation apply in this
Agreement.
1.1 Definitions:
Business Purposes: the services to be
provided by the Provider to the
Customer as described in the Master
Agreement and any other purpose
agreed by the parties in writing.
Commissioner: the Information
Commissioner (see Article 4(A3), UK
GDPR and section 114, DPA 2018).
Controller, Processor, Data Subject,
Personal Data, Personal Data Breach
and Processing: have the meanings
given in the Data Protection
Legislation.
Data Protection Legislation:
a) To the extent the UK
GDPR applies, the law
of the United Kingdom
or of a part of the United
Kingdom which relates
to the protection of
Personal Data.
b) To the extent the EU
GDPR applies, the law
of the European Union
or any member state of
the European Union to
which the Customer or
Provider is subject,
which relates to the
protection of Personal
Data.
EU GDPR: the General Data
Protection Regulation ((EU)
2016/679).
EEA: the European Economic Area.
Records: has the meaning given in
Clause 12.
Term: this Agreement’s term as
defined in Clause 10.
UK GDPR: has the meaning given in
section 3(10) (as supplemented by
section 205(4)) of the DPA 2018.
1.2 This Agreement is subject to the terms
of the Master Agreement and is
incorporated into the Master
Agreement. Interpretations and
defined terms set forth in the Master
Agreement apply to the interpretation
of this Agreement.
1.3 The Annex forms part of this
Agreement and will have effect as if
set out in full in the body of this
Agreement. Any reference to this
Agreement includes the Annex.
1.4 A reference to writing or written
includes email.
1.5 In the case of conflict or ambiguity
between any of the provisions of this
Agreement and the provisions of the
Master Agreement, the provisions of
this Agreement will prevail.
2. Personal data types and processing
purposes
2.1 The Customer and the Provider agree
and acknowledge that for the purpose
of the Data Protection Legislation:
(a) the Customer is the Controller
and the Provider is the
Processor.
(b) the Customer retains control of
the Personal Data and remains
responsible for its compliance
obligations under the Data
Protection Legislation.
(c) The Annex describes the
subject matter, duration, nature
and purpose of the processing
and the Personal Data
categories and Data Subject
types in respect of which the
Provider may process the
Personal Data to fulfil the
Business Purposes.
3. Provider’s obligations
3.1 The Provider will only process the
Personal Data to the extent, and in
such a manner, as is necessary for the
Business Purposes in accordance with
the Customer’s written instructions.
The Provider will not process the
Personal Data for any other purpose
or in a way that does not comply with
this Agreement or the Data Protection
Legislation. The Provider must
promptly notify the Customer if, in its
opinion, the Customer’s instructions
do not comply with the Data
Protection Legislation.
3.2 The Provider must comply promptly
with any Customer written instructions
requiring the Provider to amend,
transfer, delete or otherwise process
the Personal Data, or to stop, mitigate
or remedy any unauthorised
processing.
3.3 The Provider will maintain the
confidentiality of the Personal Data
and will not disclose the Personal Data
to third
-parties unless the Customer
or this Agreement specifically
authorises the disclosure, or as
required by domestic law, court or
regulator (including the
Commissioner). If a domestic law,
court or regulator (including the
Commissioner) requires the Provider
to process or disclose the Personal
Data to a third
-party, the Provider
must first inform the Customer of such
legal or regulatory requirement and
give the Customer an opportunity to
object or challenge the requirement,
unless the domestic law prohibits the
giving of such notice.
3.4 The Provider will reasonably assist the
Customer, at no additional cost to the
Customer, with meeting the
Customer’s compliance obligations
under the Data Protection Legislation,
taking into account the nature of the
Provider’s processing and the
information available to the Provider,
including in relation to Data Subject
rights, data protection impact
assessments and reporting to and
consulting with the Commissioner
under the Data Protection Legislation.
3.5 The Provider must notify the
Customer promptly of any changes to
the Data Protection Legislation that
may reasonably be interpreted as
adversely affecting the Provider’s
performance of the Master
Agreement or this Agreement.
4. Provider’s employees
4.1 The Provider will ensure that all of its
employees:
(a) are informed of the confidential
nature of the Personal Data and
are bound by written
confidentiality obligations and
use restrictions in respect of
the Personal Data;
(b) have undertaken training on
the Data Protection Legislation
and how it relates to their
handling of the Personal Data
and how it applies to their
particular duties; and
(c) are aware both of the Provider’s
duties and their personal duties
and obligations under the Data
Protection Legislation and this
Agreement.
5. Security
5.1 The Provider must at all times
implement appropriate technical and
organisational measures against
accidental, unauthorised or unlawful
processing, access, copying,
modification, reproduction, display or
distribution of the Personal Data, and
against accidental or unlawful loss,
destruction, alteration, disclosure or
damage of Personal Data including,
but not limited to, the security
measures set out the AnnexError!
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5.2 The Provider must implement such
measures to ensure a level of security
appropriate to the risk involved,
including as appropriate:
(a) the pseudonymisation and
encryption of personal data;
(b) the ability to ensure the
ongoing confidentiality,
integrity, availability and
resilience of processing
systems and services;
(c) the ability to restore the
availability and access to
personal data in a timely
manner in the event of a
physical or technical incident;
and
(d) a process for regularly testing,
assessing and evaluating the
effectiveness of the security
measures.
6. Personal data breach
6.1 The Provider will, without undue
delay, notify the Customer in writing if
it becomes aware of:
(a) the loss, unintended
destruction or damage,
corruption, or unusability of
part or all of the Personal Data.
The Provider will restore such
Personal Data at its own
expense as soon as possible.
(b) any accidental, unauthorised or
unlawful processing of the
Personal Data; or
(c) any Personal Data Breach.
6.2 Where the Provider becomes aware
of (a), (b) and/or (c) above, it will,
without undue delay, also provide the
Customer with the following written
information:
(a) description of the nature of (a),
(b) and/or (c), including the
categories of in
-scope
Personal Data and approximate
number of both Data Subjects
and the Personal Data records
concerned;
(b) the likely consequences; and
(c) a description of the measures
taken or proposed to be taken
to address (a), (b) and/or (c),
including measures to mitigate
its possible adverse effects.
6.3 Immediately following any accidental,
unauthorised or unlawful Personal
Data processing or Personal Data
Breach, the parties will co
-ordinate
with each other to investigate the
matter. Further, the Provider will
reasonably co
-operate with the
Customer at no additional cost to the
Customer, in the Customer’s handling
of the matter, including but not limited
to:
(a) assisting with any investigation;
(b) providing the Customer with
physical access to any facilities
and operations affected;
(c) facilitating interviews with the
Provider’s employees, former
employees and others involved
in the matter including, but not
limited to, its officers and
directors;
(d) making available all relevant
records, logs, files, data
reporting and other materials
required to comply with all
Data Protection Legislation or
as otherwise reasonably
required by the Customer; and
(e) taking reasonable and prompt
steps to mitigate the effects
and to minimise any damage
resulting from the Personal
Data Breach or accidental,
unauthorised or unlawful
Personal Data processing.
6.4 The Provider will not inform any third

party of any accidental, unauthorised
or unlawful processing of all or part of
the Personal Data and/or a Personal
Data Breach without first obtaining the
Customer’s written consent, except
when required to do so by domestic
law.
6.5 The Provider agrees that the
Customer has the sole right to
determine:
(a) whether to provide notice of
the accidental, unauthorised or
unlawful processing and/or
the Personal Data Breach to
any Data Subjects, the
Commissioner, other in
-scope
regulators, law enforcement
agencies or others, as required
by law or regulation or in the
Customer’s discretion,
including the contents and
delivery method of the notice;
and
(b) whether to offer any type of
remedy to affected Data
Subjects, including the nature
and extent of such remedy.
6.6 The Provider will cover all reasonable
expenses associated with the
performance of the obligations under
clause 6.1 to clause 6.3 unless the
matter arose from the Customer’s
specific written instructions,
negligence, wilful default or breach of
this Agreement, in which case the
Customer will cover all reasonable
expenses.
7. Transfers of personal data
7.1 The Provider (and any subcontractor)
must not transfer or otherwise
process the Personal Data outside the
UK or, the EEA without obtaining the
Customer’s prior written consent.
8. Subcontractors
8.1 The Provider may only authorise a
third
-party (subcontractor) to process
the Personal Data if:
(a) the Provider enters into a
written contract with the
subcontractor that contains
terms substantially the same as
those set out in this Agreement,
in particular, in relation to
requiring appropriate technical
and organisational data
security measures, and, upon
the Customer’s written request,
provides the Customer with
copies of the relevant excerpts
from such contracts;
(b) the Provider maintains control
over all of the Personal Data it
entrusts to the subcontractor;
and
(c) the subcontractor’s contract
terminates automatically on
termination of this Agreement
for any reason.
8.2 Where the subcontractor fails to fulfil
its obligations under the written
agreement with the Provider which
contains terms substantially the same
as those set out in this Agreement, the
Provider remains fully liable to the
Customer for the subcontractor’s
performance of its agreement
obligations.
8.3 The Parties agree that the Provider
will be deemed by them to control
legally any Personal Data controlled
practically by or in the possession of
its subcontractors.
9. Complaints, data subject requests
and third
-party rights
9.1 The Provider must, at no additional
cost to the Customer, take such
technical and organisational
measures as may be appropriate, and
promptly provide such information to
the Customer as the Customer may
reasonably require, to enable the
Customer to comply with:
(a) the rights of Data Subjects
under the Data Protection
Legislation, including, but not
limited to, subject access
rights, the rights to rectify, port
and erase personal data, object
to the processing and
automated processing of
personal data, and restrict the
processing of personal data;
and
(b) information or assessment
notices served on the
Customer by the Commissioner
under the Data Protection
Legislation.
9.2 The Provider must notify the
Customer immediately in writing if it
receives any complaint, notice or
communication that relates directly or
indirectly to the processing of the
Personal Data or to either party’s
compliance with the Data Protection
Legislation.
9.3 The Provider must notify the
Customer within 2 days if it receives a
request from a Data Subject for
access to their Personal Data or to
exercise any of their other rights under
the Data Protection Legislation.
9.4 The Provider will give the Customer, at
no additional cost to the Customer, its
full co
-operation and assistance in
responding to any complaint, notice,
communication or Data Subject
request.
9.5 The Provider must not disclose the
Personal Data to any Data Subject or
to a third
-party other than in
accordance with the Customer’s
written instructions, or as required by
domestic law.
10. Term and termination
10.1 This Agreement will remain in full
force and effect so long as:
(a) the Master Agreement remains
in effect; or
(b) the Provider retains any of the
Personal Data related to the
Master Agreement in its
possession or control (Term).
10.2 Any provision of this Agreement that
expressly or by implication should
come into or continue in force on or
after termination of the Master
Agreement in order to protect the
Personal Data will remain in full force
and effect.
10.3 The Provider’s failure to comply with
the terms of this Agreement is a
material breach of the Master
Agreement. In such event, the
Customer may terminate the Master
Agreement or any part of the Master
Agreement involving the processing
of the Personal Data effective
immediately on written notice to the
Provider without further liability or
obligation of the Customer.
10.4 If a change in any Data Protection
Legislation prevents either party from
fulfilling all or part of its Master
Agreement obligations, the parties
may agree to suspend the processing
of the Personal Data until that
processing complies with the new
requirements. If the parties are unable
to bring the Personal Data processing
into compliance with the Data
Protection Legislation, either party
may terminate the Master Agreement
with immediate effect on written
notice to the other party.
11. Data return and destruction
11.1 At the Customer’s request, the
Provider will give the Customer, or a
third
-party nominated in writing by the
Customer, a copy of or access to all or
part of the Personal Data in its
possession or control in the format
and on the media reasonably
specified by the Customer.
11.2 On termination of the Master
Agreement for any reason or expiry of
its term, the Provider will securely
delete or destroy or, if directed in
writing by the Customer, return and
not retain, all or any of the Personal
Data related to this Agreement in its
possession or control.
11.3 If any law, regulation, or government
or regulatory body requires the
Provider to retain any documents,
materials or Personal Data that the
Provider would otherwise be required
to return or destroy, it will notify the
Customer in writing of that retention
requirement, giving details of the
documents, materials or Personal
Data that it must retain, the legal basis
for such retention, and establishing a
specific timeline for deletion or
destruction once the retention
requirement ends.
12. Records
12.1 The Provider will keep detailed,
accurate and up
-to
-date written
records regarding any processing of
the Personal Data, including but not
limited to, the access, control and
security of the Personal Data,
subcontractors, the processing
purposes, categories of processing,
and a general description of the
technical and organisational security
measures referred to in Clause 5.1 (Records).
12.2 The Provider will ensure that the
Records are sufficient to enable the
Customer to verify the Provider’s
compliance with its obligations under
this Agreement and the Data
Protection Legislation and the
Provider will provide the Customer
with copies of the Records upon
request.
13. Audit
13.1 Once a year, the Provider will conduct
site audits of its Personal Data
processing practices and the
information technology and
information security controls for all
facilities and systems used in
complying with its obligations under
this Agreement, including, but not
limited to, obtaining a network
-level
vulnerability assessment performed
by a recognised third
-party audit firm
based on recognised industry best
practices.
13.2 On the Customer’s written request,
the Provider will make all of the
relevant audit reports available to the
Customer for review. The Customer
will treat such audit reports as the
Provider’s confidential information
under the Master Agreement.
13.3 The Provider will promptly address
any exceptions noted in the audit
reports with the development and
implementation of a corrective action
plan by the Provider’s management.
14. Notice
14.1 Any notice or other communication
given to a party under or in connection
with this agreement shall be in writing
and shall be delivered to:
(i) For the Customer:
[CUSTOMER DATA
PRIVACY CONTACT]
(ii) For the Provider:
[email protected]
14.2 This clause does not apply to the
service of any proceedings or other
documents in any legal action or,
where applicable, any arbitration or
other method of dispute resolution.