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These Add-Ons Terms and Conditions are supplemental to the membership agreement between the applicable WeWork entity for the Premises where the Add-On will be provided (“WeWork”) and Member Company, as amended and including all applicable policies and terms incorporated therein (the “Membership Agreement”). Upon receipt of either a purchase or service order or an ancillary written document sent to Member Company by WeWork in confirmation of the supply of any Add-On requested by Member Company (each a “Service Order”), the Add-On shall form part of the Services under your Membership Agreement. Capitalized and/or underlined terms not defined herein shall have the meaning ascribed to them in the Membership Agreement.
1.1. Add-Ons. Member Company may request in writing or via the applicable WeWork platform or webpage, any of the ancillary goods and services (each an “Add-On”, and, collectively, the “Add-Ons”) listed (i) at https://www.wework.com/info/add-ons-catalog, (ii) on WeWork’s Account Central and/or (iii) via any replacement mechanism stipulated by WeWork, (together, the “Catalogues”). All purchases of Add-Ons are subject to availability (which may vary based on, among other things, the applicable WeWork membership type and Member Company’s geographical location) and shall be completed upon receipt of a Service Order.
1.2. Term.
(i) Term for Add-Ons Provided on a One-off Basis (e.g., one-off goods or a one-off service). The term shall commence on the date of the Service Order until the later of: (a) the last date of delivery, (b) full payment of the Charges, or, if applicable, (c) the expiry date specified in the applicable Service Order.
(ii) Term for Add-Ons Provided on a Regular and/or Recurring Basis. The term shall commence on the date of the Service Order until terminated in accordance with Section 3.
1.3. Terms and Conditions. The terms and conditions available at https://www.wework.com/legal/add-ons-terms-and-conditions (the “Add-Ons Terms”), together with the Membership Agreement, the Service Order, and, the Catalogues (collectively, the “T&Cs”), set forth the terms and conditions that shall apply to each purchased Add-On. Member Company undertakes to ensure that its Members are also aware of and comply with these T&Cs.
(i) To the extent there is any conflict between such documents, the order of governance with respect to the provision of Add-Ons shall be: (a) Service Order, (b) the Add-Ons’ Specific T&Cs (as defined below), (c) the Add-Ons Terms, (d) Membership Agreement, and (e) the Catalogues. Notwithstanding any other term in the T&Cs, and to the extent permitted by law, no term in any Service Order shall be effective to amend the scope of any indemnity obligation or any limitation of liability set forth in the Add-Ons Terms.
1.4. Add-On(s)’ Specific T&Cs. For additional terms and conditions relating to (i) Tech Services, please refer to https://www.wework.com/en-GB/legal/tech-services-terms-global (the “Tech Services Terms”); and (ii) the WeWork All Access Mail and Packaging Add-On, please refer to www.wework.com/en-GB/legal/all-access-mail-and-packaging-services-terms-and-conditions (the “Mail and Packaging Terms”) (each of them, and together, the “Add-Ons Specific T&Cs”).
1.5. Changes to the T&Cs. WITH RESPECT TO THE ADD-ON SERVICES ONLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY OTHER TERMS IN THE MEMBERSHIP AGREEMENT, WEWORK MAY, FROM TIME-TO-TIME AND AT ITS SOLE DISCRETION, UPDATE, AMEND OR SUPPLEMENT THE ADD-ONS TERMS AND ADD-ONS SPECIFIC T&CS, OUR POLICIES AND OUR TERMS OF SERVICE. WEWORK SHALL SEND MEMBER COMPANY 30 DAYS' PRIOR NOTICE IN THE EVENT THAT THE CHANGES MATERIALLY INCREASE MEMBER COMPANY OBLIGATIONS OR MATERIALLY DECREASE MEMBER COMPANY RIGHTS UNDER THE VERSION IN FORCE AT THE TIME OF PURCHASE. MEMBER COMPANY SHALL BE DEEMED TO HAVE ACCEPTED SUCH UPDATES, AMENDMENTS OR SUPPLEMENTS BY ITS CONTINUED USE OF THE APPLICABLE ADD-ON.
1.6. Charges. Member Company shall pay to the Service Provider (as defined below) (i) the fee(s), taxes and/or all other applicable costs and charges in the Service Orders, including, any set-up fees, installation costs, booking fee and prepayment (the “Charges”), and (ii) any reasonable expenditure or restoration costs incurred or to be incurred by WeWork in relation to the Add-On.
Charges shall be non-refundable and subject to (a) the payment terms under the Membership Agreement, and (b) the applicable late payment fees in the Service Order or, if none, the late fees set out in the Membership Agreement (the “Late Payment Fees”). In the event of non-payment of all or part of the Charges, WeWork is entitled to deduct such unpaid Charges and the corresponding Late Payment Fees from the Service Retainer.
1.7. Changes to the Charges. WEWORK MAY CHANGE, FROM TIME TO TIME AND AT ITS SOLE DISCRETION, THE CHARGES (i) IN THE CATALOGUES, OR (ii) RELATED TO ALL ADD-ONS BEING PROVIDED TO MEMBER COMPANY ON A REGULAR AND RECURRING BASIS. ONLY THE LATTER WILL REQUIRE WEWORK TO GIVE THIRTY (30) DAYS PRIOR NOTICE. MEMBER COMPANY SHALL BE DEEMED TO HAVE ACCEPTED ANY CHANGE BY CONTINUED USE OF ANY ADD-ON.
2.1. How Add-Ons are provided. Add-On(s) are provided by WeWork, its affiliates, and/or, directly or indirectly, by a third-party provider (the “Service Provider”) on an as-is basis, and, except as otherwise set out herein or in any third-party ordering document, are purchased on a final and non-cancellable basis.
2.2. No Returns. Unless required by law, as of the date of purchase, WeWork does not accept changes, amendments, returns or refunds related to Add-Ons (except when due to material damages caused by WeWork or gross negligence by the applicable Service Provider).
2.3. Title and Risk. To the extent the Add-On comprises goods where both parties agree that title and risk of loss is intended to be transferred to Member Company, such transference shall occur upon delivery of the goods.
2.4. Standard of Services. If Member Company wants an Add-On to be provided by an expert or under a professional standard of services, Member Company must request this in writing. Upon such request WeWork may, at WeWork’s sole discretion, (i) permit Member Company, at Member Company’s sole cost and expense, to hire a professional directly, or (ii) hire a professional on behalf of Member Company, the cost of which shall be solely payable by Member Company as an additional fee to the Service Provider as indicated by WeWork.
2.5. WeWork’s responsibility. Except to the extent provided by law, the Service Providers shall only be responsible for the scope of its responsibilities and obligations expressly set out in the T&Cs.
2.6. Member Company Responsibilities. Any obligations or responsibility not expressly set forth in the T&Cs shall be Member Company’s, including: (i) vacating an Office Space as needed for WeWork and/or the Service Provider to provide, handle or mount the Add-Ons; (ii) moving, handling, mounting, repairing and maintaining Member-owned items or Add-Ons owned by Member Company; and (iii) providing all materials and documentation in the format requested by WeWork to enable the Service Provider to provide the Add-Ons (the “Documents''). Member Company represents and warrants that, except where expressly stated otherwise in writing at the point of submission, any Documents, information or confirmation Member Parties submit to WeWork, shall be construed as final, accurate, complete and binding.
2.7. Member Company’s Intellectual Property. To the extent required by the nature of the applicable Add-On, Member Company hereby grants to the WeWork Parties and/or the Service Provider a non-exclusive, royalty-free, transferable, limited license to use Member Company’s name, logos, slogans, service marks, trademarks, and other identifying symbols (“Member Company Marks”) solely in connection with the provision of the Add-On(s). Member Company represents and warrants to WeWork that it has the rights and authority to grant WeWork such a license and that any Member Company Mark provided by Member Company hereunder shall not infringe or violate the intellectual property, proprietary, publicity or privacy right of any third party.
2.8. Disclaimer of Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WEWORK PARTIES:
(i) AND THE APPLICABLE SERVICE PROVIDER, MAKE NO WARRANTY, GUARANTEE OR REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE ADD-ONS; INCLUDING THE FOLLOWING: (a) MERCHANTABILITY, (b) FITNESS FOR A PARTICULAR USE, (c) THAT THE ADD-ON WILL BE FREE OF INTERRUPTIONS OR DEFECTS, (d) THAT ALL VULNERABILITIES (INCLUDING DATA AND SECURITY THREATS OR BREACHES) OR DEFECTS WILL BE DETECTED OR CURED, AND/OR (e) THAT THE ADD-ONS WILL PROTECT, OR AVOID, MEMBER PARTIES’ SYSTEMS, PERSONAL DATA OR INTELLECTUAL PROPERTY FROM ANY VULNERABILITY (INCLUDING SECURITY THREATS AND BREACHES);
(ii) AGREE, IF ALSO PERMITTED UNDER THE AGREEMENTS WITH THE SERVICE PROVIDERS, NOT TO UNREASONABLY REFUSE TO PASS THROUGH OR ASSIGN TO MEMBER COMPANY A RIGHT GIVEN BY A THIRD PARTY MANUFACTURER AND/OR VENDOR IN CONNECTION WITH THE GOOD OR SERVICE WHICH WAS PURCHASED AS AN ADD-ON AND BECAME OWNED BY MEMBER COMPANY PURSUANT TO SECTION 1.3.2. IF ANY RIGHT AND/OR CLAIM IS SO PASSED THROUGH OR ASSIGNED, SUCH RIGHT OR CLAIM SHOULD BE HANDLED DIRECTLY WITH THE SERVICE PROVIDER OR MANUFACTURER, AS APPLICABLE, AND MEMBER COMPANY AGREES TO WAIVE ANY AND ALL CLAIMS AND RIGHTS AGAINST WEWORK IN CONNECTION WITH THE ADD-ON.
3.1. Termination Mechanisms. Except for when terminated pursuant to clauses 3.2, 3.3 and 3.4 below, upon issuance of the Service Order, the purchase of Add-Ons shall be final and non-cancellable. Any termination pursuant to clause 3.2 below shall be requested by the Primary Member or the Authorised Signatory by either (i) written notice in accordance with the Membership Agreement, or (ii) submitting a cancellation ticket via Member Company’s WeWork Member Platform account.
3.2. Member Company’s Cancellation of a Regular and/or Recurring Add-On. Member Company may cancel the provision of a regular and/or recurring Add-On by providing written notice to WeWork at least ten (10) days before the end of the month. Termination will be effective on the last day of the applicable month. If written notice is not submitted in time it will be deemed to be delivered by Member Company on the first day of the following month and termination will be effective on the last day of such month.
For the avoidance of doubt and notwithstanding the foregoing, Member Company may not cancel, terminate, or downgrade the provision of an Add-On (a) provided on a one-off basis, or (b) during any minimum commitment term set out in the applicable Service Order or Catalog. Any purported termination by Member Company in contravention of this term shall not be effective and shall constitute a breach of a condition of this T&Cs.
3.3. Termination by WeWork. WeWork shall have the right to:
(i) at its sole discretion and at any time, terminate, reduce, suspend or withhold the provision of any Add-On upon no less than ten (10) days’ written notice to Member Company; and,
(ii) immediately terminate, reduce, suspend or withhold the provision of any Add-On as follows:
(a) Upon a remediable and non-material breach of a Member Parties’ obligations under the T&Cs which has not been remedied by Member Company within seven (7) days of receipt of a notice from WeWork; or
(b) Upon: (I) any non-remediable, repeated, or material breach of these T&Cs by Member Parties (e.g., a breach of the Standards or Section 5.1), (II) the termination, expiration or material loss of WeWork’s rights in the Premises, (III) any interruption or suspension under the Membership Agreement, (IV) any breach, termination or suspension of WeWork’s agreement with a Service Provider, (V) compelling security reasons, or, (VI) any criminal or fraudulent activity by Member Parties.
3.4. Automatic Termination. Upon termination of the Membership Agreement the provision of Add-Ons shall automatically terminate.
3.5. Costs upon Termination. Upon termination, Member Company will remain liable for any and all (i) past due or agreed Charges(s) (plus any applicable Late Payment Fees), (ii) Charges, costs and expenses payable for the calendar months encompassed in any continued use of Add-Ons following termination (e.g., when WeWork receives mail or packages following termination), (iii) reasonable costs related to the removal of goods and equipment and the restoration of the space in accordance with the T&Cs (including without limitation the reinstatement of walls, floors and dividing office panel finishes to the condition they were in immediately prior to the application of any Add-On).
4.1. Use and Nature of the Add-On. Member Company acknowledges and agrees that:
(i) it shall not (a) resell, transfer, export or re-export any goods or services (including software, technical data or intellectual property), (b) use the Add-Ons for a regulated business or activity without WeWork’s express prior approval (including without limitation, retail sales, medical purposes, insurance brokerage, telecommunications, manufacturing or distribution of controlled substances), or (c) use the Add-Ons in any way that breaches the Standards (as defined below);
(ii) Parties agree that the nature of Member Company’s purchase of the Add-On shall be, as determined by WeWork, (a) a sales agreement, (b) a license/sub-license to use an area of the Premises, and/or (c) the provision of the services outlined in the Service Order, as applicable. Member Company agrees that the Add-Ons shall never be construed as (I) granting any title, easement, license, lien possession, tenancy, leasing or related rights in the Service Providers nor WeWork’s business or Intellectual Property, (II) a service provided by WeWork as a telecommunications provider, or (III) providing consultancy, professional services or advice on which Member Company can rely on.
(iii) Member Company shall not: (a) export or re-export any services, software, technical data or Intellectual Property, (b) reverse engineer, decompile, disassemble, extract or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Add-On or any software, documentation or data related to the Add-On, (c) modify, copy, translate, create derivative works based on, rent, lease, sell transfer, reproduce, distribute, publish, publicly display, or provide non-authorised users with access to the Add-On, (d) use any of the Add-On to store or transmit viruses worms, time bombs, trojan horses, or any other code, files, scrips, agents or programs that are intended or reasonably likely to do harm, (e) modify, remove or obstruct any notices or proprietary labels from the Add-On, (f) use the Add-Ons in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with the Add-On, (g) access or test the Add-On for purposes of monitoring its availability, performance, security or functionality, or (h) undertake any transaction in violation of any such export and import laws.
4.2. Add-Ons Equipment and Space. Except to the extent expressly clarified in the description of the Add-On, the Parties acknowledge that any goods, materials, supplies or equipment necessary to provide the Add-On (including, any hardware provided or licensed to Member Company in connection with the Add-On) are owned, and shall remain to be owned after the Term, by WeWork or the Service Providers (the “Add-Ons Equipment”). To the extent that the Add-On(s) requires Member Company to have access to and/or use any part of the Premises not contemplated in the Membership Agreement (the “Space”) and/or any Add-Ons Equipment, the Member Parties shall (i) use it in a reasonable, proper, legal and good manner, (ii) limit its use or access strictly to the scope reasonably expected for the use of the Add-On(s), (iii) avoid acting in a way that causes inconvenience, harassment or distress to WeWork Parties, other related or non-related third-parties (including members’ employees, third-parties or visitors), and (iv) use it with the degree of care and maintenance reasonably expected for each good or service (collectively, the “Standards”). For the sake of clarity, Parties acknowledge that the following examples shall be construed as breaches of this clause: (a) storing suspicious, dangerous, inflammable, flammable, illegal or objectionable goods or materials, (b) permitting or doing anything that could increase the rates of, or void, insurance on the Premises, (c) storing goods or data not commonly kept in commercial offices (e.g., significant amounts of currency, commodities or other valuables), and (d) accessing, opening or altering WeWork Parties’ data or networks (including any closet) without WeWork’s express consent.
5.1. Service Provider Personnel. For the avoidance of doubt, Member Company acknowledges that (i) any person involved in the provision of Add-Ons is hired by the Service Providers, as applicable, and (ii) Member Company shall not take any action or omission that may give rise to any confusion to the contractual relationship of the said person with WeWork and/or the Service Provider.
5.2. Background Checks. WeWork shall be entitled, at any time, to perform background checks required by applicable laws and regulations and/or WeWork’s internal guidelines, and may request documents and evidence as it shall reasonably require in relation to such checks.
5.3. Severable Provisions. Each provision of the T&Cs shall be considered severable. To the extent that any provision is prohibited, unenforceable, or otherwise limited, the T&Cs shall be considered amended to the smallest degree possible in order to make the provision effective under applicable law.
5.4. Survival. Any outstanding and accrued obligations by Member Company including the terms covered in Sections 2.1., 2.2., 2.5., 3.5., 3.6., and 4.1. shall survive the end of the Term for an Add-On.
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V. July 2024