Soho Works Membership
Terms & Conditions
Last updated 19th October 2020
Last Updated: 19 October 2020
By joining Soho Works as a member or by booking any Soho Works facilities, you accept the following terms and conditions (the ‘Terms’). These Terms, together with the ‘acceptable use policy’ for the Soho Works Members’ Site (accepted upon first accessing the Members’ Site), form the entire agreement between you and Soho Works.
Your local site is the Soho Works location that is nearest to your designated address (or registered address in the case of companies).
Where your local site is located in the United Kingdom you will be deemed to contract with Soho Works Limited, a company incorporated in England with company number 09625884 whose registered office is at 180 Strand, London WC2R 1EA. Where your local site is located outside the United Kingdom each Member contracts with the Soho Works company that looks after your local site.
By joining Soho Works, you confirm that you are at least 18 years old (or that you are at least 21 years old if your local site is located within North America), that you have the necessary legal capacity to enter into legally-binding contracts under applicable law, and where you are contracting on behalf of a company, you are properly authorised to bind the company to these Terms.
Membership of Soho Works will be one of the following membership types as selected by you as part of the application process, each with varying benefits and access as detailed below:
‘Lounge’: daily access to shared spaces for you/your team. Includes use of hot desks and access to events, but excludes usage of storage spaces and access to other designated storage spaces.
‘Desk’: a private workspace dedicated entirely to you, plus access to all shared spaces. Includes lockable storage.
‘Office’: a private secure office dedicated to your team. Includes access to the rest of the shared space.
Names and membership types are subject to change and may be location dependent. Exact opening and closing times are also location dependent.
For the purposes of these Terms, “Member(s)” shall mean the member(s) whose details you included as part of the application process). In the case of Office memberships, you shall be responsible for notifying these Terms to your team Members and ensuring compliance with them.
Teams should notify Soho Works promptly, and within one week, when there are any changes to the team’s Members.
All memberships are non-transferrable and team memberships may only be used by the persons named by the team. Membership cards will be confiscated if found being used for access by anyone other than the applicable Member, and the misuse of membership cards will be taken into consideration upon any request to renew a membership.
Members are entitled to work from desks and workspaces designated within their membership type. Break-out areas are available for use by all members. For the avoidance of doubt we may reconfigure the space layout at any time.
All Members are required to attend an induction session, which will be arranged by the local site Membership Manager when you first join. Your membership is conditional on you attending the induction session.
Should you wish to change your membership type we will try to make every endeavour to accommodate the request, but any change is subject to availability and the prior agreement of Soho Works. Any agreed change to your membership type may require you to resubmit an application and accept the then current Terms.
Upon joining an upfront registration fee of £100 (or USD$250 if your local site is located within North America) is payable in respect of Lounge and Desk memberships. Registration fees will be waived for Office memberships and Soho House members.
You must enter your payment details into the Soho Works Members’ Site. By providing your payment details, you accept and consent to your card or bank account being charged with membership fees through our online Soho Works Members’ Site, both on joining and periodically thereafter as set out herein. Please see clause 26 below for further information about how your information is collected and used.
You agree to notify Soho Works as soon as reasonably practicable if changes are made to any payment details associated with your Soho Works account by updating the information on the Soho Works Members’ Site.
Membership fees are charged in accordance with the payment plan selected as part of the application process. All membership fees are subject to an increase of up to 3% in any 12-month period.
Any reduction or other discount to the membership fees as compared with the rate set out during the application process is applicable for the set period which has been agreed with the Membership Manager, after which the rate will revert back to that set out during the application process.
Unless otherwise agreed by the Membership Manager, membership fees are payable monthly in advance and will be charged on the first day of each month (or where the first day of the month is not a business day, the next following business day). Where the membership start date does not falls after the first day of a month but before the 15th day of a month, pro-rated membership fees for the remainder of the month as well as the membership fees for the subsequent month shall be payable on the membership start date. Where the membership start date falls after the 15th day of a month, the pro-rated membership fee for the month the Member joined shall be charged on the first day of the next month, along with the Member’s full membership fee for that particular month.
Charges will apply for use of facilities that exceeds or is additional to that included in your membership. Any such additional charges will be charged to your Member account in accordance with the rates set out on Soho Works Members’ Site. Charges to your Member account will be invoiced on the 1st of each month or when you reach a threshold of £1,000 (or local currency equivalent) of charges, whichever occurs first. You must contact the Membership Manager as soon as possible and within one month of the invoice date if you notice any discrepancy in the additional charges invoiced to you. Payment will be automatically taken from the credit/debit card or bank account details you have provided within three business days of the date of the invoice.
Failure to pay any membership fees or monthly charges within 5 days of you being notified of the overdue payment will result in late fees being applied. Soho Works reserves the right to charge interest on any overdue amount at a rate of 6% per annum. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. Continued payment delinquency will result in suspension of membership and denied entry to Soho Works sites until payment has been made, with potential membership termination.
Upon joining Soho Works as a Desk or Office member, a security deposit equal to four (4) weeks of Membership fees plus VAT will be payable. Deductions may be made against the security deposit as permitted under these Terms. The security deposit (less any deductions) will be returned to you without interest within sixty (60) days following the end of your membership.
A membership is only considered confirmed once these Terms have been accepted, and the registration fee (where applicable), security deposit (where applicable), first month’s pro rata membership fee, identification documents and all monthly payment details have been received and verified. Acceptance of your membership will be confirmed to you by email, together with confirmation of the date selected by you during the application process as the date on which your membership will commence (your ‘start date’).
You are entitled to cancel your membership prior to your membership start date if notice of cancellation is received by the date which is fourteen (14) days prior to your membership start date (‘cancellation date’), in which case you will be entitled to a full refund of any sums paid by you to secure your membership. If notice to cancel is received after the cancellation date (but before your start date), you will only be entitled to a 50% refund of any sums you have paid.
MEMBERSHIP TERM, RENEWAL AND TERMINATION
Unless otherwise terminated in accordance with these Terms, all Office memberships and all annual Lounge memberships are for a fixed term of twelve (12) months, whereas all monthly Lounge memberships and Desk memberships are for an initial one month term and automatically renew for a further month at the end of the initial term and each renewed term on a rolling basis.
Membership may be terminated by Member on notice dependent on membership type, as follows: minimum of one month’s notice must be given for termination of monthly Lounge memberships or Desk memberships; and minimum of three months’ notice must be given for termination of Office memberships. Annual Lounge memberships cannot be terminated by Member on notice. Notice should be provided in writing to the local location’s Membership Manager.
Any type of membership can be terminated by Soho Works by giving one month’s notice.
Upon termination of your membership, Soho Works addresses may no longer be used for business correspondence of any kind and you will make all necessary arrangements for mail to be forwarded to an alternate address and, if applicable, for any references to Soho Works addresses to be removed from your websites. Soho Works shall not be liable or responsible for any mail received following termination of membership, which if reasonably possible shall be returned to sender without cost.
Any remaining balance of membership or related fees will be returned, minus bank charges, within sixty (60) days.
In addition to being able to terminate your membership in accordance with the notice periods set out above, Soho Works reserves the right to terminate your membership immediately if:
- You become insolvent, bankrupt, go into liquidation or become unable to pay your debts as they fall due, or
- You are in breach of these Terms.
Upon termination of membership, Members should promptly remove all personal property from the premises, vacate respectfully, leave their area in a clean state and return all Soho Works keys, cards or other Soho Works property. All key cards will be deactivated by 6pm on the final day of membership. Soho Works will not be held responsible for any personal property left at the premises after termination and any such property may be disposed of by Soho Works without prior notice and without liability, the costs of which will be charged to you (and, where applicable, may be deducted from your security deposit).
Members must rectify any damage caused to Soho Works property and may be charged the costs incurred by Soho Works to make good any damage. Where applicable, any such charges may be deducted from your security deposit.
On leaving Soho Works, a member of the Soho Works team will conduct a ‘moving-out inspection’, which may take place when you are not present. Where you have provided a security deposit, it will be returned, less fees for any damage sustained during the membership’s duration (as identified by Soho Works during this inspection) and any other deductions permitted by these Terms, within 60 days.
On the final day of your membership you must vacate your workspace by 6pm unless you have agreed alternate arrangements with the Membership Manager.
The freezing of any membership is at the discretion of the Membership Manager. The notice provisions for termination at clause 4 will continue to apply during any period that membership is frozen.
SPACE NOT TIMELY AVAILABLE
Soho Works will not be liable if it is unable to make any designated space available by the start date, nor will such inability affect the enforceability of these Terms. These Terms shall remain in full force and effect, provided that: (i) the failure to provide access to the space does not last longer than two (2) months; and (ii) at Soho Works’ sole discretion it will either (a) provide you with reasonable alternative office accommodation (which may or may not be within a Soho Works building) during such period and charge your membership fee or (b) not charge you the membership fee during the period such space is not available to you. Following the two (2) month period set forth in (i) above, you may terminate your membership by giving seven (7) days’ prior notice to Soho Works. Notwithstanding anything to the contrary in this clause, if the delay in providing such space is due to your actions or inactions or due to changes in or work to any part of the premises requested by you, Soho Works will not be subject to any liability related to such delay nor will such delay affect the validity of these Terms and Soho Works shall have no obligation to provide you with the benefits described in subsections (a) and (b) of this paragraph and you shall not be entitled to terminate these Terms in accordance with this clause and you shall remain liable for the payment of the membership fees from the start date.
It may be possible to transfer your local site to another Soho Works location, by request. All such requests should be made in writing to the Membership Manager of your existing local site. Transferral is not guaranteed and is based on space availability. Administration charges may apply and the terms of your membership (including membership fees) may change.
Please remember to bring your membership card; you will not be able to gain entry without it. Some Soho Works locations may have additional security checkpoints for out-of-hours access and building security.
If access to Soho Works is unavailable at any time, Soho Works will endeavour to give Members as much prior notice as possible.
Please note that normal business hours at some of the Soho Works sites will differ from others so please speak to the team at the Soho Works site who will be able to advise.
Soho Works membership cards and keys, as well as any other access devices, should not be shared with or given to others. They may also not be duplicated in any way and must be returned upon termination of your membership. A replacement fee of £10 (or local currency equivalent) will be charged for any lost or damaged cards, keys or other access devices.
Membership of Soho Works does not entitle a Member to access to any Soho House venue. At any Soho Works location where there is direct access available between Soho Works and Soho House, such access is provided for the benefit of Soho House members and their guests only. Any Member who is not also a member of Soho House who attempts to access Soho House venues from Soho Works will be considered in breach of these Terms and their membership may be terminated.
GUESTS AT SOHO WORKS
Each Desk and Office member will be given three ½ days’ worth of freelance passes each month permitting their guests to use Soho Works as a workspace. For the avoidance of doubt a Desk or Office member cannot roll any unused freelance passes from one month to the next.
In addition, members are entitled to bring guests to Soho Works in the following circumstances: (a) the member has booked a meeting room and their guests promptly leave after the meeting; (b) each guest has a freelance pass for the time they will be spending at Soho Works; or (c) in the case of Office members with a private space, the member has sufficient empty desks within their enclosed space to accommodate their guests.
Meetings should take place within pre-booked meeting rooms or areas designated by each site, but not at hot desks or dedicated desks (where they may disturb other members).
All guests must be signed in at Soho Works’ reception upon arrival and sign out on departure.
Members are responsible for receiving their guests from reception. Members should use all reasonable endeavours to provide the names of their guests to Soho Works at least 12 hours in advance of guests attending the premises.
Members may not be separated from their guests whilst they are within the premises or allow their guests to remain within the premises after the Member has left.
Members are entirely responsible for their guests whilst within Soho Works, and for their behaviour and conduct, which should at all times comply with these Terms.
Members are also responsible for making their guests aware of all applicable safety procedures as well as these Terms.
Unless approved in advance by the Membership Manager of the applicable Soho Works location, children are not permitted within Soho Works and our premises are not child safe.
No dogs or other pets shall be permitted at any Soho Works location unless this is specifically permitted by the Membership Manager. To the extent dogs or other pets are permitted, owners are asked to be considerate of those around them and are entirely responsible for their dog’s behaviour and any damage or injury to Soho Works or other members or visitors or their property caused by them whilst on the premises. You may be required to produce proof of vaccination for any permitted dog or pet and evidence of compliance with applicable local regulations. Even where dogs or other pets are permitted we reserve the right to restrict any Member’s right to bring a dog or pet into the premises in our sole discretion. Notwithstanding the above, service animals will be permitted at the premises as required in accordance with local law.
Meeting rooms are available for hire for minimum one-hour slots. Meeting room usage includes the use of the technology within that meeting room.
Lounge memberships do not include any complimentary meeting room credit. Desk members receive two (2) hours of complimentary meeting room credit per month. Office memberships receive two (2) hours of complimentary meeting room credit per person per month up to a maximum of twenty (20) hours of complimentary meeting room credit per month. Complimentary meeting room credit may not be transferred, and any unused complimentary meeting room credit may not be rolled over from one month to the next.
Bookings are to be made via the Soho Works Members’ Site and in the Soho Works’ reception for certain meeting rooms, and by making a booking you agree to pay any fees and comply with any meeting room terms notified to you at the time of booking.
Meeting rooms may only be used if pre-booked. If a Member has not booked a room but is found using it, they will be asked – and expected – to vacate it, even if it is not booked by someone else. If they wish to remain, they will be charged accordingly.
Technical assistance will be made available where possible to assist with meeting room set up if required – advance notice is preferred. Soho Works will do its best to accommodate any other set up requests.
You agree to maintain the meeting rooms in a clean and safe manner.
You must notify reception immediately if you need to cancel a booking. Meetings cancelled on less than 12 hours prior to the booked time will be charged at full cost.
To the extent available, parts of the loft space may be made available to book as meeting rooms. To book the entire loft space, please speak to your Membership Manager.
A kitchen is provided where Members can store and prepare their own food. All food and other items left in the kitchen are left at the Member’s risk. Members with allergies are particularly warned that the fridge and kitchen facilities are communally shared, and that it is possible they could come into contact with allergens.
Members are asked to be considerate of the wider environment and other members, and to always clean up after themselves when using the kitchen facility. Fridges and communal areas will be cleaned on a periodic basis and Soho Works shall not be responsible for any items (including food) which may be lost or displaced as a result.
Where applicable, the Soho Works Café is open for Members and their guests. All food and drink bills must be settled on the day of consumption or charged to a Member’s account.
Members must abide by all applicable laws as well as any policies issued by Soho Works from time to time regarding the consumption of alcohol.
MEMBER STORAGE: STORAGE & DRAWERS
For each Desk membership the Member will be allocated one (1) storage space for use for the duration of their membership.
Members other than Desk members can (subject to availability) rent a maximum of one (1) storage space for the duration of their membership through the Members’ Site. Such rental shall be on a month-to-month basis, and the costs of which shall be set out on the Members’ Site or otherwise notified to Members from time to time. Any Member wishing to discontinue renting a storage space should provide the Membership Manager of the applicable Soho Works premises with no less than one (1) month’s prior notice.
All storage spaces shall be allocated in such locations within the applicable Soho Works premises as determined by Soho Works and notified to the applicable Members.
All storage spaces must be emptied and left in a sanitary condition within twenty-four (24) hours after the end of the applicable rental period. Any contents left in a storage space after this time will be disposed of if not claimed after fourteen (14) days (or twenty-four (24) hours if perishable).
Under no circumstances may liquids be stored in storage spaces, even if contained in sealed containers.
TECHNOLOGY & SUPPORT
Access to the Soho Works networks and public internet is provided for Members and guests, the use of which must be made in accordance with applicable laws and any Soho Works usage policies, and must not be used for any activity which is considered by Soho Works to be illegal, immoral or have a detrimental effect on other members or guests. Such access is subject to reasonable and fair usage by Members and guests in the absolute discretion of Soho Works. Members and guests may request network bursting capabilities to accommodate the transfer and/or management of large files, at an additional charge (and prior notice is required to enable this service to be set up for any Member or guests).
Access to the Soho Works Members’ Site is offered free of charge to all Members. The Soho Works Members’ Site is designed to help Soho Works manage membership and use of the Soho Works Members’ Site shall be subject to your acceptance of the Soho Works Members’ Site acceptable use policy (which you will be invited to accept upon using the Soho Works Members’ Site for the first time and again each time you use the Soho Works Members’ Site where there is a change to that policy).
Members shall not install any cabling or telecommunications equipment without notification to, and prior approval by the Technical Support team and the Operations Manager (in their absolute discretion). Where such approval is granted, Members shall abide by the instructions of the Technical Support team and Operations Manager in relation to the installation and operation of such cabling or telecommunications equipment, as well as its removal at the end of the membership and the repair by the Member of all damage caused as a result. Members also acknowledge that such installations may require the negotiation of a formal wayleave agreement between (all or some of) Soho Works, Soho Works’ landlord and the Member. In such circumstances the Member agrees that it shall be liable for the legal and other consultants’ fees incurred by Soho Works and Soho Works’ landlord (as well as its own fees) in relation to the negotiation of such wayleave agreement as well as an additional administration fees payable to Soho Works.
Soho Works will charge for additional printing beyond the monthly allowance of 200 pages which is included within each membership (and for each user in the case of Office memberships). Charges for additional printing are set out in the Soho Works Members’ Site.
If requested, Soho Works will provide general assistance with setting up printers, connecting to wifi, setup of desk phones as well as help with 3D printing, podcast and other technical equipment, as applicable.
Soho Works is not able to provide any assistance with repairing or optimising Members’ hardware or software and Members are responsible for protecting themselves from the impact of computer viruses, malware and malicious software.
Soho Works seeks to ensure that the performance of the internet, network, Soho Works Members’ Site and any technology provided is sufficient for working purposes but cannot guarantee such performance and cannot be held responsible for any direct, indirect or consequential loss or damage of any kind resulting from any performance related issues.
PHONE CALLS AND DISCUSSIONS
Members are asked to be considerate to other members around them when using their mobile telephones and are encouraged to use the phone booths or book meeting rooms for lengthier, noisier or private calls. The use of loudspeakers in mobile telephones, laptops or other devices is prohibited in public areas (whether for the purposes of conducting telephone calls or otherwise). Phone booths are available for use at any time, without prior booking (subject to availability).
Domestic calls made from conference phones within meeting rooms are free of charge. Charges may apply for international or long-distance calls and Members may be required to obtain an access code from reception.
The premises – and the spaces within it – are not to be used as public retail facilities. Visits to Members regarding any purchases should be by appointment only.
POST AND DELIVERIES
The availably of postage services and the policy for receiving deliveries on behalf of Members is specific to each Soho Works location. Please check with the relevant site Membership Manager for further details.
Members are responsible for their possessions at all times within the premises. Soho Works’ insurance does not cover or include loss, damage or theft of Members’ possessions. Members’ who leave possessions unattended at any time on the premises do so at their own risk.
Soho Works accepts no responsibility or liability for loss or damage to property brought into the premises. This is not intended to affect any mandatory rights you have under local law that cannot be legally restricted or excluded.
HEALTH & SAFETY
Soho Works will comply with its legal obligations in respect of the wellbeing and safety of all those within the premises.
Members should not do anything that compromises their own safety or that of others whilst within the premises.
Members are responsible for ensuring that all office furniture and equipment (including desks and chairs) supplied used within the premises is appropriate for their particular needs. If you require any specific accommodations, please let us know and we will do our best to make reasonable modifications or adjustments.
Members may not bring their own furniture on to the premises, including (but not limited to) chairs, desks, storage cupboards, pedestal units, filing cabinets or table lamps and Members shall be entirely liable for anything which they do bring on to the premises.
Members must undergo safety training before use of speciality tools and facilities, which will form part of their induction, and must adhere to such training at all times.
Members must immediately report any injury which has occurred at the premises, near misses, or any potential risk or danger a Member becomes aware of, including any worn or damaged equipment, to the Membership Manager of the applicable Soho Works premises. Soho Works reserves the right to ask Members to remove any stock or other items that it, at its sole discretion, determines may be obstructive to other members or represents a risk to the health or safety of all occupants. Members agree, if required by Soho Works, to demonstrate to Soho Works that any stock or items are safe and compliant with applicable laws.
In addition to any insurance you may be required to maintain by law, if you are an Office member, Soho Works requires you to acquire, arrange and maintain appropriate public liability insurance for the term of your membership and for your use of the premises and reserves the right to request a copy of your policy certificate or other proof of insurance.
If you are a Lounge or Desk member, Soho Works recommends that you acquire, arrange and maintain insurance for the term of your membership and for your use of the premises including but not limited to contents/personal possessions insurance.
LIABILITY OF SOHO WORKS
Nothing in these Terms shall limit or exclude Soho Works’ liability for death or personal injury caused by its negligence (or that of its employees or agents) or fraud or fraudulent misrepresentation.
Subject to the above, in no circumstances will Soho Works be liable (whether in contract, tort (including negligence), breach of statutory duty or otherwise) to Members for any loss of profits, loss of production, loss of or corruption to data, loss of or corruption to software, loss of business, loss of revenue, loss of operation time, loss of goodwill or reputation or loss of opportunity, in each case whether direct or indirect, suffered by you or any claim by third parties made against you.
Soho Works’ total liability to an individual Member (or team where applicable) or any guest whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with these Terms shall not exceed the charges paid by such Member or team under the Terms in the 12 months prior to the first event or occurrence giving rise to the liability.
We encourage you to refer individuals to Soho Works. Should you do so, you consent to the referred individual sharing your name and email address with Soho Works in order for Soho Works to confirm the referral.
Any notice or other communication to be given under or in connection with these Terms shall be in writing and shall be either sent by pre-paid first-class post or other next working day delivery service to the recipient’s registered office (if a company) or its principal place of business (in any other case) or by email. Notices to be given to Soho Works should be marked for the attention of the Membership Manager.
Any such notice or other communication shall be deemed to have been received, if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting and, if sent by email, at 9:00am on the next business day after transmission.
These notice provisions do not apply to the service of any proceedings or other documents in any legal proceedings.
These Terms create no tenancy, lease or other real property interest in your favour with respect to any Soho Works premises. Members acknowledge and agree that they shall not be provided with exclusive possession of any part of the premises and (in the case of Desk or Office memberships) that Soho Works shall have the right to enter at any time and also to relocate Members to alternative locations within the same premises provided it shall not do so in a manner that decreases the square footage of such Members’ designated space.
It is your sole responsibility to determine that your membership meets the needs of your business and is suitable for the purposes for which it is used.
Equipment and resources provided within Soho Works is intended solely for Members and permitted guests, and may not be removed from the premises under any circumstances.
Members are responsible for electrical safety testing and certification of their own equipment. In no circumstances should you bring portable heaters, kettles or toasters to the premises. Members shall at all times comply with any policies issued by Soho Works relating to use of equipment.
If you choose to make any of your own equipment available for use by others, you are responsible for its upkeep and Soho Works will not be responsible for any loss of or damage to such equipment.
Members should show consideration to those around them when listening to music or spoken word and should be respectful of other user’s need for privacy.
Soho Works is not responsible for the actions of Members and shall have no responsibility with regard to, or obligation to participate in or mediate, any dispute between Members.
Members are expected to keep their space and surroundings clean and tidy, and in a state that does not obstruct the daily cleaners from performing their duties. Any items left at any Soho Works premises (except if left in an Office Member’s own dedicated office), including on, next to or under a dedicated desk, which are untidy or cause an obstruction, will be collected at the end of each day and disposed of if not claimed after fourteen (14) days (twenty four (24) hours if perishable).
Members are responsible for the actions of and damage caused by any guests they invite to any Soho Works premises.
You agree to release, indemnify and keep indemnified Soho Works and its affiliates from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities or demands suffered or incurred by Soho Works to the extent arising out of or in connection with your, or your guests’, failure to comply with these Terms, or your use of any Soho Works premises and your membership.
Members shall only be entitled to take photographs and film within the premises if they have obtained prior written consent from Soho Works.
Members must not use, copy or reproduce the Soho Works name, logo, colours, trade mark or other identifying features without obtaining the prior written consent of Soho Works or the Membership Manager.
Members may not alter any part of the physical space, furniture, or equipment.
Members nor their guest or invitees shall do anything at or from the premises which is illegal, unlawful, immoral, unsafe or dangerous.
Soho Works is a non-smoking environment, apart from designated outside spaces, and the use of vapes and e-cigarettes is not permitted at any Soho Works premises.
Soho Works Members are welcome to use the Soho Works address for day to day needs, and can use Soho Works as their legally registered business address until such time that their membership expires or terminates.
These Terms may be amended by us from time to time. A link to the current Terms can be found via the website at any time.
24.2 FORCE MAJEURE
Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms (with the exception of any obligations on a Member’s part to pay any sum due under the Terms) if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that the affected party shall use its reasonable endeavours to resume normal performance.
The failure by a party to exercise or delay in exercising a right or remedy provided by these Terms or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies nor shall it preclude or restrict the further exercise of that right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
If any provision of these Terms (or part of any provision) shall be found by any court or competent authority to be invalid or unenforceable, that provision or part- provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions of these Terms shall not be affected.
Soho Works may at any time assign, transfer, charge, subcontract, delegate or deal in any other manner with any or all of its rights and obligations under these Terms.
Members are not permitted to assign, transfer, charge, subcontract, or deal in any other manner with any of its rights and obligations under these Terms.
INFORMATION AND DATA PROTECTION
We will use the personal information you provide to us in accordance with our
- GOVERNING LAW, ARBITRATION AND CLASS ACTION WAIVER
26.1 GOVERNING LAW
Where a Member entering into these Terms is organised or incorporated in the United States of America, the laws of the State of New York and the United States of America shall apply to these Terms without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
Where a Member entering into these Terms is organised or incorporated outside of the United States of America, the laws of England and Wales shall apply to these Terms, without regard to conflicts of laws provisions thereof.
26.2 ARBITRATION & VENUE
With the exception that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms that cannot be settled by agreement of the parties shall be finally settled, as follows:
Where a Member that has entered into these Terms is organized or incorporated in the United States of America, the Member agrees to submit any and all Disputes (as defined below) to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of these Terms. Arbitration shall be before JAMS (formerly known as Judicial Arbitration and Mediation Services), www.jamsadr.com, in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The arbitration will be an individual arbitration and shall in no event be commenced as a representative or class arbitration. The place of arbitration shall be New York, United States of America.
EACH MEMBER AGREES THAT, EXCEPT AS PROVIDED IN THE DEFINITION OF DISPUTES BELOW, ANY AND ALL DISPUTES WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT BY A JUDGE OR JURY, IN ACCORDANCE WITH THESE TERMS.
Where a Member that has entered into these Terms is organized or incorporated outside of the United States of America, in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be London, England. Any claim which is not subjec
26.3 PROCEEDINGS; JUDGMENT
The proceedings shall be confidential and in English, the award rendered final, and judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable legal fees and other fees, costs and expenses in connection with the action, suit or proceeding, as well as any appeal or petition, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Terms shall be interpreted and construed in the English language.
26.4 CLASS ACTION WAIVER
Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither any Member nor Soho Works will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. The parties agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if Soho Works are a party to the proceeding. The Members agree to giving up their right to participate as a class representative or class member on any class claim against Soho Works including any right to class arbitration or any consolidation of individual arbitrations.
Except as described below, the term “Dispute” as used herein means any dispute, claim, or controversy between a Member and Soho Works regarding any aspect of your relationship with Soho Works, whether based in contract, statute, regulation, ordinance, tort (including without limitation fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal, statutory or equitable theory, and includes the validity, enforceability or scope of these Terms, except for the scope, enforceability and interpretation of the Arbitration provision and Class Action Waiver.
However, “Disputes” SHALL NOT include claims that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable, or any claim for public injunctive relief, i.e., injunctive relief that has the primary purpose and effect of prohibiting alleged unlawful acts that threaten future injury to the general public. Such claims may be determined only by a court of competent jurisdiction and not by an arbitrator.