Terms and conditions

General Terms and Conditions

TERMS AND CONDITIONS

These Terms and Conditions (Terms and Conditions or Agreement) provides the terms and conditions under which you (Member, you, your) will become a member of Loom Club and obtain services from Loom Club Islington Limited (Company Number 14712910) being a company incorporated in England and Wales with registered office address at Loom Islington, Unit 23, The Ivories, 6 Northampton Street, London N1 2HY (Loom Club, the Company, we, us, our). These Terms and Conditions constitute a valid and legally binding agreement between you and Loom Club.

We may change this Agreement at any time by updating the Terms and Conditions page on our website www.loom.club (Website), and your using the Loom Club services following such an update will represent an agreement by you to be bound by the Terms and Conditions as amended. However, we will only increase your Membership Fees in accordance with clause 6.7 below.

1. MEMBERSHIP APPLICATION FORM, THIS AGREEMENT These Terms and Conditions will apply to all Members and their dealings with Loom Club, including being incorporated in all agreements under which you request Loom Club to provide services to you, we confirm your Membership, or your order and payment of your Membership (each a Membership Application Form) together with any additional terms included in such a Membership Application Form (provided such additional terms are recorded in writing).

The Member will be taken to have accepted this Agreement if the Member submits a Membership Application Form (but noting that your Membership may be accepted or declined by us in our sole discretion) or if the Member accepts and pays for any Membership Tier provided by Loom Club after receiving or becoming aware of this Agreement or these Terms and Conditions (Membership).

2. TERM Your Membership commences on the Commencement Date and continues for a minimum period of 3 months (Initial Term), and any applicable Renewal Period until terminated in accordance with clause 10. Subject to clause 2(c), upon expiration of the Initial Term, this Agreement and your Membership will automatically and indefinitely renew on an ongoing monthly basis (Renewal Period).

This Agreement and your Membership will not automatically renew on expiry of the Initial Term or Renewal Period (Renewal Date) if you provide a written request prior to the Renewal Date.

3. ELIGIBILITY CRITERIA

3.1 Capacity and Age The Member warrants that he/she has the legal capacity and are of sufficient age to enter into a binding contract with us. The Member acknowledges and agrees that he/she must be at least 18 years of age to hold a Membership.

3.2 General The Member must provide Loom Club with all documentation, information and assistance reasonably required for Loom Club to provide an offer the services to the Member.

The Member agrees and acknowledges that membership in Loom Club is granted on a discretionary basis and Loom Club shall have the sole discretion over who to accept and enter into an agreement as a Member of Loom Club.

If we are unable to accept your application, we will not charge you for Membership. Loom Club’s reasons for approving or not approving member applications will not be disclosed.

If your application is not successful, you will be placed on a waiting list for re-appraisal at a later date. You can withdraw your application at any time and may request for your details to be deleted. To do so please contact, hello@loom.club.

If you sign up for Membership on behalf of a company or organisation you warrant that you have the necessary authority from that company or organisation to do so If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “Member” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this Agreement on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

4. MEMBERSHIP In consideration for you paying the applicable Membership Fees, we will provide you with the services and benefits included with your Membership Tier as set out on our Website.

Subject to subclause (c), you may notify us that you would like to upgrade or downgrade your Membership Tier at any time. If you do, we will: take reasonable steps to promptly provide you with access to the new Membership Tier; and

upon providing such access, apply the new, relevant Membership Fees, in the monthly billing cycle immediately following the month in which your access to the new Membership Tier was provided, and you will be charged at the new Membership Fee in that subsequent month (subject to subclause (c)).

We do not permit downgrades during the Initial Term. If you request a downgrade of your Membership during your Initial Term of your Membership, your Membership will be downgraded upon the expiry of the Initial Term.

For the avoidance of doubt, if you choose to downgrade your Membership, the new Membership Fees will kick in at the start of the next billing cycle, unless we notify you otherwise. We generally don’t pro-rate downgrades in between billing cycles, however we reserve the right to do so from time to time.

This Agreement will be taken to be amended in accordance with any changes agreed in accordance with subclause (b) above.

5. MEMBER’S OBLIGATIONS

5.1 Compliance with Loom Club rules You must comply and shall procure that your Guests comply with the Loom Club rules (Loom Club Member Rules) set out on our Website and provided in the Annexure to this Agreement as updated from time to time. In the event of any discrepancy or inconsistency between the provisions of this Agreement and the Loom Club Member Rules, this Agreement will prevail except to the extent that we update the Loom Club Member Rules on our Website and such inconsistency is solely in respect of the Loom Club Member Rules in the Annexure and on our Website, in which case the Website shall prevail.

The Member shall not permit members of the public to access to the Club, save in accordance with this Agreement and the Loom Club Member Rules. The Member must not take, copy or use any information or intellectual property belonging to Loom Club, other Members of Loom Club or any of their Guests and it is the Member’s responsibility to maintain effective controls over any rights in or title to any intellectual property rights in any materials they may have.

The Member must not cause any damage to the Club, its equipment, fixtures, fittings and furnishings. The Member must notify Loom Club or its authorised representatives immediately of any damage caused. The Members shall be liable for any damage caused by him/her or those in the Club with the Member’s express or implied permission or at the Member’s invitation, including but not limited to all of the Member’s Guests (as defined in clause 5.5) or other persons present in the Club.

Loom Club and its authorised representatives, may, at any time, limit access to all or part of the Club or Facilities. We will give the Member reasonable prior notice before doing so and we will use reasonable endeavours to minimise any inconvenience.

The Member must not: do or permit to be done anything which is illegal or which may be or become a nuisance, damage, behave recklessly, annoyance, inconvenience or disturbance to Loom Club or to other members or occupiers of the Club; bring on, use any inflammable or combustible materials or fluid, weapons or use any method of heating or air conditioning other than that supplied by Loom Club or its authorised representatives; do any act, matter or thing which would or might constitute a breach of any laws. The Member must comply with all relevant laws and regulations in relation to the Club or their use and the conduct of its business in relation to this Agreement. Both the Member and Loom Club shall comply at all times with all relevant anti-bribery and anti-corruption laws. The Member shall remain solely responsible for the safety of his/her belongings and property and permitted guests. For the avoidance of doubt, Loom Club shall have no liability whatsoever in relation to any irrecoverable loss or damage resulting from any failure by the Member to ensure the safety of his/her belongings and property.

5.2 INTERNET SERVICES Internet access via the Loom Club network (Our Network) shall be available to Members and their Guests at the Club subject to the following conditions: You must not connect any networking equipment or network device (including without limitation any router, switch, packet filtering or DPI equipment, web server, etc.) to the Our Network without our prior written agreement; You must not run web services (including without limitation web server, FTP server, streaming server, media or file download service, P2P server or supernode etc.) from any of your devices while connected to Our Network, except with our prior written agreement; Our Network is provided to Members and their Guests on a shared basis and “Open Network” basis, meaning that all Members have the same rights on Our Network, with no Member or user guaranteed any specific speed or priority over others, no bandwidth management or user management services implemented; We provide and maintain a firewall on Our Network for your security but do not guarantee any specific security specifications or breach protection. You must secure your own devices and connections and are exclusively responsible for any security breach taking place on any of your devices whilst using Our Network; Our Network is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Loom Club cannot and does not represent, warrant or guarantee that: Our Network will be free from errors or defects; Our Network will be accessible at all times; messages sent through Our Network will be delivered promptly, or delivered at all; information you receive or supply through Our Network will be secure or confidential; or any information provided through Our Network is accurate or true. We make no guarantees of uptime or repair times in respect of Our Network or the internet services provided by Loom Club at any time, either explicitly or implicitly;

5.3 SECURITY, ACCESS CARDS & KEYS Security is of the highest importance to us. It is our, and your, shared responsibility to ensure the Club remains a safe space. You may be offered wireless keycards to access the Club, including using shared devices, and may also be offered (in our sole discretion) physical keys to the Club (Access Card). You must use your Access Card to sign in whenever you enter the Club. All Access Cards (including without limitation physical keys) remain our exclusive property at all times, and you must return them immediately upon request, termination or expiration of your Membership. You are responsible for all your Access Cards at all times. You must not make any copies of any Access Cards, keys, key cards or any other security system or device we make available to you. You shall be charged an administration fee and a deposit (Key Deposit) for each Access Card issued. The deposit shall be refunded in full upon your return of each Access Card upon termination of this Agreement. You shall be charged a Key Replacement fee for any lost or damaged Access Card. We shall use your Key Deposit to pay the replacement fee(s) if required. You must promptly notify us if you suspect your Access Card has been lost, stolen, damaged or compromised. If you cannot present your Access Cards to us within 10 days of our request we shall consider that you have lost it. Access Cards are strictly personal and shall not be shared at any time or under any circumstance. It is strictly forbidden, and your exclusive responsibility, to not share any Access Cards with anybody, including your Guests and other Members. You are not allowed to use any other person’s Access Cards. You shall pay a Security Breach fee every time we discover you have shared your Access Card with another person or used another person’s Access Card. The fee applies for each breach instance and for each person. Employees of one same company are also not allowed to share Access Cards at any time. You must, at all times ensure that you close all doors to the Club (including any windows you have opened) when you leave the Club. You may be required to present a valid photo identification document in order to gain access to the Club. You agree to have no right to any footage or material created by our security system(s) and agree to our exclusive use of such footage, for security purposes, at our own discretion.

5.4 LOCKERS We may, in our sole discretion, offer lockers within the Club (Lockers) to Members to rent at an additional fee. We shall have no responsibility to you for any of the contents stored in a Locker, and you are solely responsible for any loss or damage as a direct or indirect consequence of your use of Lockers. You must not store any foods, liquids, plants, flammable material, perishables, or illegal substances within a Locker. Any Locker rentals will immediately terminate upon termination or expiry of your Membership. You must empty your Locker upon termination and we reserve the right to open and empty all Lockers within 3 days from termination.

5.5 GUESTS You may invite non-member guests (Guests) into the Club subject to the following conditions: during working hours (between 09:00-17:00 local time, Monday to Friday (Business Hours)) for pre-booked meetings, subject to any caps on the number of persons permitted in such meeting rooms;
up to three to access the café and bar before or outside of Business Hours; and You must accompany your Guests at all times whilst in the Club, and Guests are not permitted within the Club if you are not present in the Club. Guests may also purchase: day passes to use the Club; and/or tickets to events hosted by Loom Club, subject to availability and any capacity limits.

6. PAYMENT

6.1 Fees You must pay membership fees to us in the amounts specified on the Website for your Membership Tier, or as otherwise agreed in writing (Membership Fees). All Membership Fees must be paid in advance and are, subject to any consumer rights you may have, non-refundable for change of mind. Unless otherwise agreed in writing, the Membership Fees are due and payable on a recurring basis for the duration of your Membership, with the first payment being due on the Commencement Date and at the beginning of every Renewal Period thereafter.

6.2 Special Prices We may from time to time, in our sole discretion, offer special prices or discounts on our Membership Fees or other fees for goods and services we offer (Special Prices). We reserve the right to set conditions for any Special Prices we may offer, and such conditions will form part of this Agreement.

6.3 Grace Period If you fail to cancel your Membership prior to a Renewal Period and you are charged recurring charges, you have up to 10 Business Days from the date of that renewal to cancel your Membership by contacting us through our Website or via email to hello@loom.club (Grace Period). If you cancel your Membership within the Grace Period, please contact us via our Website to request a refund for any recurring fees charged to you during the Grace Period.

6.4 Late Payments We reserve the right to suspend all or part of your Membership indefinitely if you fail to pay any Membership Fees in accordance with this clause 6.

6.5 Additional Services In the event that any Additional Services are provided by us (including without limitation any Club Events or Locker rental) the Member shall pay the applicable fees and taxes. Any additional fees shall be invoiced and paid in full in advance of the provision of any Additional Services. If the Member disputes any part of an invoice the Member must pay the amount not in dispute by the due date.

6.6 Direct Debit Your Membership will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 6. While your Membership is maintained, your Membership Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for your Membership. By signing up for a recurring Membership, you acknowledge and agree that your Membership has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Membership.

The Member: agrees to be bound by Gocardless’ terms and conditions in respect of payments under this Agreement; authorises Loom Club to charge the Member’s bank account in advance; must ensure that there are sufficient funds available in their account to allow Gocardless to debit the Membership Fees, or fees for Additional Services payable; must give Loom Club a notice of at least 48 hours if: the Member is transferring or closing his/her account designated/authorised for direct debit; there are any changes to the Member’s credit card specified or provided for direct debit; and acknowledges and agrees that if a debit is returned by the Member’s financial institution as ‘unpaid’: Loom Club may charge the Member a reasonable dishonour fee in addition to any fees charged by Gocardless in accordance with its terms and conditions; and Loom Club will suspend your access to the Club, member benefits and any Additional Services until the amounts payable are received by us.

6.7 Fee Increases We reserve the right to increase the Membership Fees at any time after the period of your Initial Term has ended, by giving you a 30-day notice of such increase.

6.8 Non-Refundable Fees Any unused period you would be entitled to if you cancel this Agreement prior to the expiration of the Term, is non-refundable.

6.9 Invoices If Loom Club issues an invoice to the Member, payment must be made by the time(s) specified in such invoice.

6.10 Payment Collection Loom Club uses GoCardless to collect the Membership Fee payments or any other payments under this Agreement. The processing of payments by GoCardless will be, in addition to this Agreement, subject to GoCardless’ terms and conditions and its privacy policy, available here: https://gocardless.com/legal/. We are not liable for the security or performance of GoCardless. We reserve the right to correct, or to instruct GoCardless to correct, any errors or mistakes in collecting your payment.

7. THIRD PARTY TERMS Any service that requires Loom Club to acquire goods and services supplied by a third party on behalf of the Member (including a third party payment service) may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies. You agree to familiarise yourself with any Third Party Terms applicable to any such goods and services and, by instructing Loom Club to acquire the goods or services on your behalf, you will be taken to have agreed to such Third Party Terms.

8. LIABILITY AND INDEMNITIES

8.1 No Reliance The Member acknowledges that in deciding to pay for the Membership in entering into this Agreement the Member has not relied on the skill or judgment of Loom Club and that the Member has satisfied itself as to the outcome of the Membership.

8.2 Limitation of Liability To the maximum extent permitted under applicable law, and without limiting any of the Member’s rights under applicable law, Loom Club shall not be liable to the Member in respect of any loss or damage the Member suffers in connection with this Agreement or the services contemplated under this Agreement, unless Loom Club has acted deliberately or negligently in causing that loss or damage. In no circumstances shall Loom Club be liable for any loss or damage until the Member gives Loom Club written notice of the loss or damage and gives Loom Club a reasonable opportunity to rectify the breach. To the maximum extent permitted under applicable law, and without limiting any of the Member’s rights under applicable law, Loom Club’s liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims are for economic loss, or for personal injury or other damage) arising under or in connection with this Agreement: is excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits or loss of goodwill; and is limited, insofar as it concerns other liability, to the total money paid to Loom Club under this Agreement as at the date the Event giving rise to the relevant liability occurred (or, where there are multiple Member Events, the date of the first such Event).

8.3 Indemnity The Member agrees to indemnify Loom Club from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) arising out of: any breach of this Agreement by the Member; any negligent, fraudulent or criminal act or omission of the Member; or an event, where circumstances giving rise to a claim, were caused or contributed to by the Member.

8.4 Warranties To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to performance or otherwise) not expressly stated in this Agreement are excluded. Nothing in this Agreement is intended to limit the operation of the applicable UK consumer laws.

9. PRIVACY You agree to be bound by our Privacy Policy, which is available https://loom.club/privacy-policy/. You consent to us taking images and recording video footage of you for the following purposes only: promotion of Loom Club and advertising the associated products and services; and publication on social media platforms or in newspapers, in trade and other journals and on websites and the internet for the purposes of professional advancement, in accordance with our Privacy Policy. Please notify us by email at hello@loom.club if you do not wish footage or images of you to be taken or kept by us.

10. CANCELLATION

10.1 By Loom Club Loom Club may terminate this Agreement in whole or in part immediately by written notice to the Member if the Member is in breach of any obligations, terms or provision of this Agreement. If Loom Club has genuine concerns that any act or omission of the Member has or might reasonably have the effect of damaging the reputation of Loom Club, including without limitation due to violent or reckless behaviour at the Club, Loom Club may terminate this Agreement immediately by a notice to the Member.

10.2 By the Member Your Membership has an Initial Term of 3 months. You may terminate this Agreement and Your Membership at any time by providing us with written notice (Termination Notice), and your Membership will terminate upon: The expiry of the Initial Term, if you serve the Termination Notice prior to the end of the Initial Notice; or The expiry of the then current Renewal Period.

10.3 Accrued Rights If this Agreement is terminated under any of the provisions of this clause 10, such termination is without prejudice to the rights and remedies of either party in respect of any prior breach of any obligations under this Agreement, including the obligation to pay for any Additional Services.

11. DISPUTES

11.1 DISPUTES BETWEEN MEMBERS We do not control and are not responsible for the actions of other Members or any other third parties (including any Guests or pets). If a dispute arises between Members or their Guests or pets, we shall have no responsibility or obligation to participate, mediate or indemnify any party. You indemnify us against all claims, losses, costs, expenses, damages and liability arising out of or in connection with your Membership or use of the Club or any services.

11.2 DISPUTE RESOLUTION A party claiming that a dispute has arisen under or in connection with this Agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause. A party that requires resolution of a dispute which arises under or in connection with this Agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause. Notwithstanding the above, in case any dispute arises as to the meaning or interpretation of the Loom Club Member Rules, the dispute shall be first referred to the Management, whose decision with respect to your Membership shall be final and without appeal. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

12. NOTICES A notice or other communication to a party under this Agreement must be: in writing and in English; and delivered via email to the other party, to the email address specified in this Agreement, or if no email address is specified in this Agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this Agreement as at the date of this Agreement (“Email Address”). The parties may update their Email Address by a written notice to the other party. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given: 24 hours after the email was sent; or when replied to by the other party, whichever is earlier.

13. GENERAL

13.1 Governing Law and Jurisdiction This agreement is governed by the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the courts of England in respect of any proceedings arising out of or in connection with this Agreement.

13.2 Amendments This Agreement may only be amended in accordance with a written agreement between the parties.

13.3 Waiver No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

13.4 Severance Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this Agreement is not limited or otherwise affected.

13.5 Assignment The membership is personal to the Member and cannot be assigned, transferred or otherwise disposed of to any third person. The Member shall not loan their membership or permit them by anyone to take benefit of the membership. Loom Club may assign the benefit of this Agreement to a third party at any time without any notice to the Member.

13.6 Counterparts This Agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this Agreement and all together constitute one agreement.

13.7 Costs Except as otherwise provided in this Agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this Agreement.

13.8 Entire Agreement These Terms and Conditions/Agreement along with Loom Club’s Website Terms of Use and Loom Club’s Privacy Policy constitute the entire agreement between the Member and Loom Club and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement. The Terms and Conditions in this Agreement shall be read-along with Loom Club’s Website Terms of Use and Loom Club’s Privacy Policy.

14. THIRD PARTY RIGHTS Unless otherwise expressly stated, nothing in this Agreement shall create or confer any rights or other benefits pursuant to the Contracts (Rights of Third Parties) Act 1999 in favour of any person other than the parties to this Agreement.

15. DEFINITIONS Unless otherwise defined otherwise in this Agreement, the capitalised terms used in this Agreement shall have the following meanings: Additional Services means such services as may be provided by Loom Club to the Member on request, from time to time, during the Term of the Membership. Commencement Date means the date on which the Member’s Membership Subscription begins. The Club means the Loom Club private members club based in Islington, London. Loom Club Member Rules has the meaning given to it in clause 5.1. Management has the meaning given to it in the Annexure. Membership Application Form has the meaning given to it in clause 1. Membership Tiers means the tiers of Membership as listed on the Website. Membership Fees has the meaning given to it in clause 6.1. Personnel means, in respect of Loom Club, Loom Club’s officers, employees, contractors (including subcontractors) and agents.

16. INTERPRETATION In this Agreement, the following rules of interpretation apply: (singular and plural) words in the singular includes the plural (and vice versa); (gender) words indicating a gender includes the corresponding words of any other gender; (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; (person) a reference to “person” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity; (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; (this Agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment, appendix or annexure to or of this Agreement, and a reference to this Agreement includes all schedules, exhibits, attachments, appendices and annexures to it; (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time; (currency) a reference to “£” or “pound” is to Great Britain currency; (headings) headings and words in bold type are for convenience only and do not affect interpretation; (writing or written) includes email; (includes) the word “includes” and similar words in any form is not a word of limitation; and (adverse interpretation) no provision of this Agreement will be interpreted adversely to a party because that party was responsible for the preparation of this Agreement or that provision.