TERMS AND CONDITIONS to
Occupy Student Bedroom
These Terms and Conditions (Licence) are between Londonist DMC Ltd and the Student:
- Any written offer sent to the Student by Londonist setting out the specific details of the accommodation to the student or email.
- Any licence agreement which the Residence requires students to enter into, shall be interpreted under this Terms and Conditions.
The parties to this Licence are the Licensor and the Licensee(‘Student’).
The following definitions and rules of interpretation apply in this licence.
Academic Year: a year deemed to be starting from 1st of September and ending 31st of August each year.
Bedding and Service Fee: a fee for the bedding pack and bathroom pack and customer services during stay.
Booking Process: as defined in clause 3.
Building: as defined on page 1 as Property where the Room and Common Parts are situated.
Confirmation of Enrolment Letter: a letter which confirms the Room has been secured and reserved for the Licensee. A licence to occupy is only granted upon Confirmation of Enrolment Letter has been sent by Licensor after the Licensee complies with the Booking Process (Clause 3) including the clause 2.1. on time.
Common Parts: means the areas in the Building provided by the Landlord for the benefit of all tenants such as but not limited to the shared kitchen, living room, bathroom (if so indicated in the property description on page 1); and also such roads, paths, entrance halls, corridors, lifts, staircases, landing and other means of access in or upon the Building the use of which is necessary for obtaining access to and egress from the Property as designated from time to time by the Licensor.
Competent Authority: any statutory undertaker or any statutory public local or other authority or regulatory body or any court of law or government department or any of them or any of their duly authorised officers.
Decision Making Period: the period of 7 days, upon the accepting of the quote and/or signing this agreement, whereby the Deposit has been paid to hold the price and the Licensee must pay the first instalment within this period to secure the Room.
Deposit: payment of £250 as defined above to freeze the price the property as holding deposit which is non-refundable if the Student fails to complete the Booking Process on time. Upon the receipt of Confirmation of Enrolment Letter, the Deposit is converted to a security deposit automatically to reserve and protect the Property, which will be refunded to the account that paid the deposit within 4-6 weeks after completing the Deposit Refund Form at the end of the Licence Period unless otherwise stated in this agreement.
End Date: as defined at the beginning.
Financier: a person who makes the payments on behalf of Licensee or who fund the Licensee’s accommodation and/or educational expenses.
Landlord: means the counterparty to the agreement of Residence Contract.
License Agreement: means the licence agreement constituted by this Agreement terms and Londonist’s Terms & Conditions.
Licence Period: the period from and including the Start Date until 10:00 am on the End Date on which this licence is determined in accordance with clause 7.
Licence Fee: as defined at the beginning.
Licence Fee Payment Dates: as defined at the beginning.
Licence to Occupy: a Student’s right to occupy the Room upon the receipt of Confirmation of Enrolment Letter in accordance with clause 2 and 3
Licensee: The Student,as defined at the beginning.
Licensor: means Londonist DMC Limited incorporated and registered in England and Wales with company number 08392889 and with VAT number 34541128 and registered office at 5 Great James Street, London WC1N 3DB.
Necessary Consents: means all the planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which shall be required by any Competent Authority for the Permitted Use.
Permitted Use: means the Property may only be used for residential purposes and not any profession, trade, business or other use other than private residential.
Property: as defined at the beginning.
Residence: means the counterparty to the Residence Contract.
Room: means the property demised to the Licensor as defined at the beginning and includes its contents.
Room Change Fee: a fee for a Student to upgrade their booking or change their room.
Service Fee: as defined at the beginning.
Start Date: as defined on at the beginning. If the Licensee has more than one Licence Period or Licence Agreements in the Academic Year, the Start Date will be deemed to be the date of the original booking. For the avoidance of doubt, any cancellation or termination request will be assessed and responded by taking the initial Start Date as base.
Terms and Conditions (T&Cs): the policies and terms that must be abided by the Licensee and Licensor during the term of the Licence Period which may be found at https://londonist.co.uk/terms-and-conditions
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement tax and any similar additional tax. 1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this licence.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Schedule forms part of this licence and shall have effect as if set out in full in the body of this licence. Any reference to this licence includes the Schedule.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to laws in general is a reference to all local, national and directly applicable supra-national laws as amended, extended or re-enacted from time to time and shall include all subordinate laws made from time to time under them and all orders, notices, codes of practice and guidance made under them.
1.8 Unless otherwise specified, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision and all orders, notices, codes of practice and guidance made under it.
1.9 A reference to writing or written includes fax and e-mail.
1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person.
1.11 References to clauses and Schedules are to the clauses and Schedules of this licence and references to paragraphs are to paragraphs of the relevant Schedule.
1.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.13 A working day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England.
2. Licence to occupy
2.1 Subject to clause 4 and clause 7, the Licensor permits the Licensee to occupy the Property for the Permitted Use for the Licence Period in common with the Licensor and all others authorised by the Licensor (so far as is not inconsistent with the rights given to the Licensee to use the Property for the Permitted Use) together with the right[s] mentioned in this Agreement. A licence to occupy will only be granted to the Licensee as a tenancy upon receipt of the Confirmation of Enrolment Letter after the Licensee’s paying the deposit and first instalment of Licence Fee within the Decision-Making Period and this Agreement electronically signed by the Licensee.
2.2 The Licensee acknowledges that:(a) the Licensee shall occupy the Property as a licensee and that no relationship of landlord and tenant is created between the Licensor and the Licensee by this licence.(b) The sole purpose of this Licence is to provide residential accommodation to the Licensee whilst they undertake a full or part time course of study at an academic institution recognised by the Licensor. If, however student status changes after the check-in date, all Licence Fee and other services amount shall become payable regardless of whether student stops studying.
2.3 The Licensor reserves for themselves and all parties authorised by them the following rights over the Property:
- the Licensor retains control, possession and management of the Property and the Licensee has no right to exclude the Licensor from the Property;
- the licence to occupy granted by this agreement is personal to the Licensee and is not assignable and the rights given in clause 2 may only be exercised by the Licensee and its employees; and
- without prejudice to its rights under clause 8, the Licensor shall be entitled to inspect the Room at any time on giving not less than 48 hours notice to the Licensee subject to the exceptions in Clause 6;
- Without prejudice to its rights under clause 7, the Licensor shall be entitled to notify the Home Office, or UK Government of the termination of this agreement howsoever caused.
- the right to alter or restrict the use of the Common Parts of the Building from time to time;
2.4 The Licensor agrees that by adhering to the terms in this Agreement, and performing all obligations under clause 3, the Licensee will be able to possess and enjoy the Property during the Licence Period without interruption and the Licensor will:
- Maintain the installations in the Building and the Property for the supply of water, gas and electricity as necessary for the occupation of the Property;
- Maintain the structure of the Building including window frames and window glass; and
- Clean and maintain and provide heating and lighting to the Common Parts of the Building.
2.5 The Licensee acknowledges that the Residence reserves the right to withdraw or suspend services or amenities provided during certain times of the year if they deem it necessary to do so in the interests of good management including but not limited to carrying out repairs or alterations or circumstances out of the Residence’s control.
2.6 The Licensee accepts that the amenities (gym, cinema, PlayStation room, terrace, garden, or anything stated on the website as marketing materials other than room and the essential parts to occupy) of the Property are not a material fact of this Licence Agreement and neither the Licensor nor Residence shall be liable for any costs, expenses, losses, liabilities, damages or actions from withdrawing or suspending amenity services as per clause 2.5.
2.7 The Licensor reserves the right to move the Licensor to a different Property during the Licence Period for the purpose of carrying out emergency repairs to the Property, provided that:
- Reasonable notice of 24 hours has been given.
- The alternate Property is of no lesser standard than the original Property, subject to availability.
- The Licensee will occupy the alternative accommodation on the same terms as those of the Licence Agreement and Terms & Conditions.
2.8 Londonist reserves the right to cease access to the rooms and dispose student belongings without further notification if the student fails to pay the outstanding amount within 5 days of receiving last reminder letter as an email.
3. Booking Process
3.1 The Licensee agrees and undertakes to follow the Licensor’s Booking Process as set out below:
- to pay to the Licensor the Licence Fee payable without any deduction in advance on the Licence Fee Payment Dates.
- to make the Deposit payment within 48 hours of accepting the quote to secure the price for the Room.
- to pay the first instalment within the Decision-Making Period of 7 days of accepting the quote, to secure the room and signing this Agreement.
- to pay the Deposit payment and the first instalment immediately and latest within 48 hours of accepting the quote if there are less than 6 weeks prior to the Start Date.
- Regarding all dates and time periods set forth in this Agreement, time is of the essence. The Licensee acknowledges that failure to pay the first instalment with in 7 days of accepting the quote, the deposit will become non-refundable, and the price is not secured and/or Room may be resold.
- that the room is only secured upon 3.1.b and 3.1.c to be completed on time and written confirmation of the Licensor to be sent to the Licensee. Without these three conditions being met, the Licensor gives no guarantee to secure the Room for the Licensee.
- That Licensor has read, understood, and accepted the Licensor’s Terms and Conditions and will be bound by those and the Residence’s code of conduct/member’s code. You agree to comply with this code and pay any charges specified in the relevant Residence’s code which accrue during this Licence Period by reason of any breach of the Licensee’s obligations.
- to pay the Bedding and Service Fee and the other Service Fees (if applicable) with the first instalment payment.
- to provide the Licensor with reasonable evidence of identity and evidence that they are undertaking a full or part time course of study at an academic institution recognised by the Licensor, including a certified copy of the Licensee’s passport and a certified copy of a letter from the academic institution confirming the course of study that the Licensee is undertaking, and a CAS number if applicable, within 48 hours of accepting the quote; and to update this information promptly if requested to do so by the Licensor.
- to provide the Licensor with any further information reasonably requested by the Licensor, including a certified copy of a bank statement or utility bill confirming the Licensee’s full home address, and contact details for the Licensee’s next of kin and financier, and to update this information promptly if requested to do so by the Licensor.
- to provide the Licensor with any further information reasonably requested by the Licensor, including a certified copy of a bank statement or utility bill confirming the Licensee’s full home address, and contact details for the Licensee’s next of kin and financier, and to update this information promptly if requested to do so by the Licence Period.
- to ensure that the Licensor is informed at least 14 days prior to the Start Date of any disability as defined in the Equality Act 2010 or health related condition for which reasonable adjustments may be needed
4. Licensee's obligations
4.1 The Licensee agrees and undertakes:
- to keep the Property clean, tidy and clear of rubbish and maintain the same state the Property was in at the Start Date;
- to immediately notify the Licensor of any issues, defects or problems with the Property;
- not to use the Property other than for the Permitted Use;
- not to make any alteration or addition whatsoever to the Property;
- not to display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices at the Property or elsewhere in the Building without the prior written consent of the Licensor;
- not to remove any of the contents from the Room and Common Parts and maintain the contents of the room in the same condition they were in at the Start Date;
- not to do or permit to be done on the Property anything which is illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor or to tenants or occupiers of the Building or any owner or occupier of neighbouring property;
- not to cause or permit to be caused any damage to: (i). the Property, Building or any neighbouring property; or (ii). any property of the owners or occupiers of the Property, Building or any neighbouring property;
- to pay the Licensor on demand a fair and reasonable proportion of any costs incurred in repairing damage to the Room and/or replacing contents of the Property where the damage is caused by the Licensee or the Licensee’s guests to the Property.
- not to obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them;
- not to apply for any planning permission in respect of the Property.
- not to do anything that will or might constitute a breach of any Necessary Consents affecting the Property or which will or might vitiate in whole or in part any insurance affected by the Licensor or the Landlord in respect of the Property from time to time.
- to observe any rules and regulations the Licensor and the Landlord makes and notifies to the Licensee from time to time governing the Licensee's use of the Property and the Common Parts;
- to leave the Property in a clean and tidy condition and to remove the Licensee's furniture equipment and goods from the Property at the end of the Licence Period.
- to indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from:
(i) this licence.
(ii) any breach of the Licensee's undertakings contained in clause 4; and/or
(iii) the exercise of any rights given in clause 2;
- to comply in full with the Residence Contract;
- not to do anything on or in relation to the Property that would or might cause the Licensor to be in breach of the covenants and the conditions contained in the Licensor’s Licence with the Residence or (if applicable) with the Licensor’s lease of the Property and/or Building;
- to remove all belongings before End Date, otherwise, they will be destroyed by the Licensor.
- that any belongings left in the Room or Common Parts of the Property are done so at the Licensee’s own risk and will not be the responsibility of the Licensor;
- to pay to the Licensor interest on the Licence Fee or other payments at the rate of 4 per cent per annum above the base rate of Barclays from time to time calculated on a daily basis from the due date until payment if the Licensee fails to pay the Licence Fee or any other payments due under this licence within 3 days of the due date (whether formally demanded or not);
- if Licensee fails to make any payments on time, within 5 days after it is due, any sum of invoices shall be due and payable without requiring any notice.
- if the Licensee fails to make payment, the Licensor reserves the right to pass on the file to the Licensor’s debt collection agency and charge the Licensee all reasonable and proper costs and expenses, including legal costs, and any VAT thereon incurred on the Licensor in order to recover the outstanding funds.
- to allow the Licensor to deduct the deposit payment if there is any damage to the Room or outstanding amount is payable at the end of the Licence Period.
- Upon check out, ensure that the Licensee leaves the room by 10:00am on the day of check-out, in the state the room was in upon check-in. In respect of this clause, time is of the essence. The Licensee shall be liable to pay £50 per hour for the time exceeding check-out time unless otherwise agreed upon in writing.
- Upon check out, if any of the Licensee’s personal possessions are left in the Room and/ or Common Parts, the Licensor will not be responsible anything left in the room by either disposing them out and destroying and/or storing for a certain period of time. In such case, the Licensee will be responsible for all removal and storage charges.
- it is in their best interest to affect a suitable insurance policy in respect of their personal items kept in the Property or Residence, acknowledging they are fully responsible for protecting and safeguarding their personal property against all risks of loss or damage.
(aa) The Licensee agrees to take responsibility to pay for a television licence for the Room if a licence is required.
(bb) The Licensee agrees and undertakes that any changes to the original booking including licence period changes, location changes or changes to the date will need to be done by accepting a new quote and signing the T&Cs and Licence Agreement. If this is not done and any aspect of the booking (e.g. Start Date, End Date, Residence) has been amended via an invoice update upon the request or confirmation of the Student, then all other terms of the Licence Agreement will continue to be applicable to the amended booking.
4.2 The Licensee agrees to only occupy the Room and Common Parts for personal residential purposes only and no profession, trade or business whatsoever to be carried out in the Room or any other use other than private residential.
4.3 The Licensee accepts that the Licence is exclusive to the Licensee and agrees that they are over the age of 18, or will be turning 18 during their stay, and that no minors, children, or people under the age of 18 will be permitted to reside in the Property.
- The Licensee accepts that if they are not 18 at the time of booking, a Parental Consent Form must be signed by their Parent or Guardian or the Booking will be cancelled.
4.4 The Licensee agrees that in respect of the Property and the Building, may not:
- Cause any noise, which if made within the Property can be heard outside the property or if made within the Common Parts of the Building can be heard outside the Common Parts of the Building;
- Keep or use drugs, the possession of which is prohibited by the Misuse of Drugs Act 1971;
- Smoke in the Property, Common Parts or Building other than in a designated outdoor smoking area;
- Keep or use any firearms, knives (other than kitchen knives) or any weapons of any
- Harass, threaten or assault any other tenants of the Residence;
- Tamper with the fire prevention systems within the Property or Common Parts of the Building;
- Keep, store or use any gas or oil heater in the Property; and
- Keep any pets or animals in the Property or the Common Parts of the Building unless permitted by the Licensor or landlord.
(a) Must check in to the Property by providing identity documents on arrival and check out of the Property on departure;
(b) Is accompanied by the Licensee at all times; and
(c) Is aged 18 years or over if they are staying in the Property overnight.The Licensor reserves the right to determine a fair and reasonable length of stay for any guest.
5. Room Change
5.1 The Licensee may request at any time during the term of this Licence a transfer to reasonably comparable alternative space elsewhere within London, The Licensor may in its absolute discretion accept or reject such a request agreeing to pay a Room Change Fee of £100 exclusive of VAT along with any increase of price between the old and new Room depending on the rate of the new Room.
5.2 In case of necessity, without prejudice to its rights under clause 8, the Licensor shall be entitled at any time on giving not less than 24 hour's notice to require the Licensee to transfer to reasonably comparable alternative space elsewhere within London and the Licensee shall comply with such requirement.
5.3 The Licensee acknowledges that clause 5.1 and 5.2 are subject to availability of rooms at that time.
6. Accessing the Room
6.1 This Agreement states that the Licensor is permitted to enter the Licensee’s Room at reasonable times of the day when reasonably prior notice is given. The Licensor will require entry to the Room for the following purposes (this list is not exhaustive):
- Carrying out repairs in response to a request,
- Undertaking planned maintenance,
- Carrying out emergency repairs,
- Assessing the Student Accommodation for planned improvements,
- Carrying out risk assessments,
- Complying with health and safety legislation,
- Conducting open day visits or other viewings permitted under Residence conditions,
- Undertaking routine housekeeping tasks,
- Contacting Student Tenants urgently,
- Investigating complaints,
- In a medical emergency,
- On suspicion of criminal activity,
- Where there is a threat to life or property, e.g. removing articles covering smoke detectors.
6.2 The Licensee accepts that in the event of an emergency, no prior notice is required for the Licensor to enter the Room. Licensor and Residence Staff are entitled to enter the Room as reasonably required by the circumstances giving rise to an emergency. If possible in all circumstances, the Licensor or Residence staff will ask for consent for entry from the Licensee.
6.3 Nothing in this clause limits the existing and separate powers of the police to enter the Room under existing legislation when needed.
7.1 The Licensee may, by notice in writing to the Licensor cancel this agreement up to six weeks before the Start Date. In such case the Licensee shall be liable to pay the Bedding and Service Fee and the Deposit Payment which shall become non-refundable, and
7.2 The Licensee may, by notice in writing to the Licensor cancel this agreement in the 6-week period immediately before the Start Date. In such case the Licensee shall remain liable to pay;
- The Bedding and Service Fee and the Deposit Payment which shall become non-refundable,
- The amount for the 6-week period in such Licence Fee.
7.3 At least 6 weeks prior to the Start Date, the Licensee may, on receipt of notice from the British Embassy that the Licensee’s application for a visa to enable entry to the UK has been refused, cancel this agreement by notice in writing to the Licensor, provided that the Licensee also provides the Licensor with a copy of the letter from the British Embassy within 7 days of the date of issue. In such case the Licensor shall remain liable for payment of the Deposit payment.
- In any other case concerning the visa refusal or related delays, 7.1, 7,2 or 7.5 applies, including but not limited to, visa not yet arriving in time.
7.4 The Licensor may cancel this agreement on notice in writing to the Licensee prior to the Start Date. In such case all fees previously paid under this agreement shall be repaid to the Licensee.
7.5 Licensee may cancel this agreement after the Start Date, Licensee shall be liable to pay;(a) Licence Fee,(b) Bedding and Service Fee,(c) Other Services
8.1This licence shall end on the earliest of:
- Notice in writing being given in accordance with clause 7
- The End Date; or
- The Licensee failing to make those payments set out in clause 3.1(a) on their due dates for payment or within seven (7) calendar days of their due dates for payment; or
- The Licensee failing to make those payments set out in clause 3.1(b) 3.1(c) or (f) on their due dates for payment; or
- the expiry of not less than 48 hours notice given by the Licensor to the Licensee at any time on breach of any of the Licensee's obligations contained in clause 4 other than those set out in clause 3.1 (a), or (b), or (c), or (f),
- the expiry of not less than 48 hours notice given by the Licensor to the Licensee at any time on:
(i) the Licensee providing notice to the Licensor pursuant to clause 7, or
(ii) on the Licensee ceasing to undertake a full or part time course of study at an academic institution recognised by the Licensor during the Licence Period; or
- the expiry of not less than 48 hours notice given by the Licensor to the Licensee at any time on breach of any of the Licensee’s obligations set out in the Residence Contract.8.2 Termination of this licence shall not affect the rights of either party in connection with any breach of any obligation under this licence which existed at or before the date of termination.8.3 In the event that this licence terminates pursuant to clause 8.1(c), (e), (f), or (g) above the full balance of the Licence Fee shall be due and payable immediately by the Licensee
8.4 Unless otherwise stated in this agreement, in the case of termination, Licensee shall be liable to pay;
- Licence Fee,
- Bedding and Service Fee,
9. Other Services and Council Tax
9.1 Students attending a full-time course that lasts at least one academic year, requires at least 24 weeks’ attendance each year, and involved a minimum of 21 hours’ study per week are exempt from paying council tax. The Licensee agrees with the Licensor as follows:
- The Licensor may request further information from the Licensee at any time regarding their university course details and student status to inform the council or any other official institution for tax purposes;
- In such case, the Licensee must provide such information promptly, or at latest within 3 business days;
- The Licensor is not liable to pay council tax or any other applicable tax due to failure of such documents submitted by the Licensee in time; and
- In such cases where the Licensor needs to pay these amounts due to failure of the Licensee to submit documentation, the full amount must be reimbursed to the Licensor within 3 business days of the date on the invoice submitted.
10.1 In accordance with clause 2.3(b), this Licence Agreement is personal to the Licensee and is not assignable. The Licensor agrees and undertakes not to assign, sublet, or charge the Room with possession or share occupation of the Room under any circumstances.
10.2 If the Licensee assigns this lease or sublets the premises to any third party, the Licensee acknowledges that this is a material breach of the Licence Agreement. This will result in Room access being ceased immediately and the Licensee will be fully liable for payment of the remainder of the Licence Period term and agrees to pay all costs, damages, and fees, including incurred legal fees necessary to return the Room to the Licensor.
11. Transfer of Tenancy
11.1 This clause 11 is regarding clause 10.1 (Subletting).
11.2 Subject to clause 8 (Termination), if the Licensee wishes to be released from the contract, the Licensee may request to find a replacement tenant to take over the remainder of the Licence Period. The Licensor may reasonably reject this request if a replacement tenant is not suitable to occupy room and/or is not able to make the rest of the licence fee and any other applicable fees in advance. It will be the responsibility of the Licensee to find a replacement tenant and the Licensor will have the sole discretion to whether the new licensee passes the administrative checks and requirements.
11.3 In effect of clause 11.2, should the Licensor wish to accept the replacement tenant, the Licensee will be required to pay an administration fee of £100 to process this.
11.4 The Licensee may only find one replacement tenant per booking. The replacement tenant must meet the conditions required in this Licence Agreement and the remainder of the payments are to be made upfront to the Licensor. Any decision to release the Licensee from the Licence Agreement is made by the Licensor’s sole discretion on a case-by-case basis. A request for multiple replacement tenants for one licence will be rejected
12. Bank Charges
12.1 The Licensee acknowledges that all bank charges will be the liability of the Licensee including the charges of Licensee and Licensor’s banks. In the event of any payment made to the Licensee by the Licensor, including but not limited to the refund of the deposit, the bank charges will be borne by the Licensee.
13.1 Any notice given under this licence shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service to the relevant party as follows:
- to the Licensor at: 5 Great James Street, London, WC1N 3DB and marked for the attention of ‘Management’ and
- to the Licensee at the email address set out at the beginning, or Licensor’s email address at email@example.com,
- or as otherwise specified by the relevant party by notice in writing to each other party.
13.2 When a notice is sent by email, the Parties to be assumed receiving the notice on the following day 10:00 am other than emergency emails regarding maintenance which will be assumed to be received within 60 mins after sent.
13.3 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.
14. No warranties for use or condition
14.1 The Licensor gives no warranty that the Property possesses the Necessary Consents for the Permitted Use.
14.2 The Licensor gives no warranty that the Property is physically fit for the purposes specified in clause 2.
14.3 The Licensee acknowledges that it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that may have been made by or on behalf of the Licensor before the date of this licence as to any of the matters mentioned in clause 8.1 or clause 8.2.
14.4 Nothing in this clause shall limit or exclude any liability for fraud.
15. Limitation of Licensor's liability
10.1Subject to clause 15.2, the Licensor is not liable for:
- the death of, or injury to the Licensee, its employees, customers or invitees to the Property; or
- damage to any property of the Licensee or that of the Licensee's employees, customers or other invitees to the Property; or
- any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by Licensee or the Licensee's employees, customers or other invitees to the Property in the exercise or purported exercise of the rights granted by clause 2.15.2 Nothing in clause
15.1 shall limit or exclude the Licensor's liability for:
- death or personal injury or damage to property caused by negligence on the part of the Licensor or its employees or agents; or
- any matter in respect of which it would be unlawful for the Licensor to exclude or restrict liability.
16. No Set Off by Licensee
16.1 All amounts due under this agreement from the Licensee to the Licensor shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law), other than as specifically provided for at clause 3.1.
17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
17.2 If any provision or part-provision of this agreement is deemed deleted under Clause 14.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18. Third party rights
A person who is not a party to this licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this licence.
19. Governing law
This licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this licence or its subject matter or formation (including non-contractual disputes or claims).