Terms, Conditions and House Rules

IMPERIAL COLLEGE ADVANCED HACKSPACE (ICAH) is a shared working, making and learning facility in Imperial College. Unifying the Imperial Community behind several spaces that provide for, and stimulate the prototyping step of a project that feeds into a commercial incubator as well as encouraging a community of makers and cross collaboration.

MEMBER SERVICES COMPRISE:

• Access to workshops and facilities across the University

• Storage space for project work (subject to availability)

• Priority access to events

ICAH will take all reasonable precautions to ensure the security of any contents, but will not be held responsible for loss or damage to any item owned by a Member. Laptops and valuables left in ICAH locations are left at members’ own risk.

A. Membership Agreement

• Members should leave the communal rooms clean and tidy when they go

• Members must leave any part of the Premises that they used clean and tidy and in the same state and condition, which it was in at the date of commencement of the Member Services.

• Members must not cause any damage to any part of the Premises and Members will be liable for any damage caused by them which is above and beyond fair wear and tear.

• Members shall use machinery, tools and equipment with respect for other Members at ICAH and ICL. ICAH retains the right to stop use of any materials or equipment that ICAH deems unsuitable.

• Members are encouraged to smile and have nice chats with other members and ICAH staff and potentially share some drinks from time to time.

• Members must not install any cabling, IT or telecoms connections or any other equipment or make any other alterations to the Premises unless written consent has been obtained from ICAH and/or ICL.

• Members must not do anything or conduct any activity which may interfere with others’ use of the Premises, or which may cause a nuisance or annoyance or any loss to others using the Premises, or which may increase either of ICAH’s/ICL’s insurance premiums relating to the Premises.

• Any property kept by Members on the Premises is the Member’s responsibility and the Member should obtain insurance for such property if required.

•Any property belonging to a Member which is left on the Premises after the Agreement is terminated may be disposed of as ICAH chooses and ICAH will not be liable to return such property or repay the relevant Member(s) any proceeds of sale or be liable for any loss suffered by the Member.

• After termination of the Agreement Members will be responsible for any costs or liability which ICAH or ICL may incur as a result of the Member not vacating the Premises on time or otherwise complying with ICAH’s or ICL’s reasonable instructions relating to the Member’s departure.

• Members acknowledge that the principal use of the Premises is for prototyping, making, learning and hosting events and Members must comply with any requirements of ICAH and ICL relating to events or activities occurring at the Premises including any associated retail and/or catering operations.

•The Members shall not use the shared internet connection or any other IT equipment:

o for disseminating any unlawful or otherwise objectionable material, or in any way which is abusive, vulgar, racist, sexist, defamatory, sexually orientated or obscene or which will harass, distress, embarrass or inconvenience any person or which might restrict or inhibit the use and enjoyment of ICAH by any person;

o for downloading 3D files allowing the digital fabrication of weaponry or other unlawful items.

o for gaining unauthorised access to ICAH’s or ICL’s computer systems and network or otherwise breaching applicable laws;

o for the posting, uploading, emailing or other transmission of any material, the publication, use or possession of which infringes the rights of any person or which is unlawful in any other respect;

o in any manner which could damage, disable, overburden, or impair ICAH’s or ICL’s computer systems;

o to make available personal data about any person other than the Member;

o to obtain or attempt to obtain any confidential materials or information through any means;

o for the posting, uploading, emailing or other transmission of any material that contains software viruses or any other computer code, files or programs designed to interrupt, restrict, destroy, limit the functionality of or compromise the integrity of any computer software or hardware or telecommunications equipment owned by or controlled by ICAH or ICL, any tenant at the Premises or any other Member; or

o in any way that might bring ICAH or ICL into disrepute.

• Not to use the Premises as the Member’s registered office of a company or partnership without ICAH’s express prior written permission.

• No Member shall be entitled to invite guests to use the Member Services except where the Member has booked to use a meeting room or is otherwise using the facilities open to the public (including the cafe).

• Members shall not allow their clients, customers or any other third party to use the Member Services, including the desk space, equipment and wi-fi access, without the express permission of ICAH.

B. Terms & Conditions

1. Definitions

1.1. “Additional Services” means additional business services which are available to Members upon request, but subject to additional cost, including IT support, photocopying and printing;

1.2. “Agreement” means the ICAH Membership Agreement, which constitutes these Terms and Conditions together with the terms and details set out in the application Form;

1.3. “ICAH” means the areas within Imperial College London designated for use by Members as notified to the Member from time to time by ICAH;

1.4. “House Rules” means the rules governing use of ICAH by all Members, a copy of which is set out in the annex to these Terms and Conditions, and which may be updated from time to time and notified to members.

1.5. “Application Form” means the form to which these Terms and Conditions are attached and which shall constitute the Member’s application to join ICAH;

1.6. “Member” means the person whose details are recorded in the Application form and whose membership has been confirmed by ICAH;

1.7. “Member Services” the facilities and services to be provided to the member at ICAH in consideration of Membership

1.8. “Membership Confirmation” means the acceptance of an applicant by ICAH. This is evidenced by allocation of a membership number and signature by ICAH upon the application form

1.9. Premises” means the building and facilities of ICAH, within the buildings of Imperial College London.

1.10. “ICAH” means Imperial College Advanced Hackspace.

1.11. “ICL” means Imperial College London, a University whose main site is situated at Imperial College London, South Kensington Campus, Exhibition Road, London, SW7 2AZ;

1.12. “Owner” means the person or organization that has brought an item/equipment to the Premises.

2. General

2.1. These Terms and Conditions shall apply to the supply of the Member Services by ICAH to the Member.

2.2. The Member’s application to become a Member which shall not be deemed accepted until the Membership Confirmation has been signed and issued by ICAH.

2.3. Until the Membership Confirmation has been issued ICAH shall not be bound to accept the Member’s application.

2.4. The Member shall notify ICAH immediately if the Member does not agree with the contents of this provision. Upon signature by the member these Terms shall be deemed accepted.

2.5. Subject to clause 2.4, commencement of the Member Services shall take place on the start date specified in the Membership Confirmation and will continue until the end of the academic year.

2.6. ICAH shall use all reasonable endeavours to provide the Member Services within estimated time frames.

3. Membership Fee, Costs and Payment Terms

3.1. Payments for any Additional Services, including materials, meeting room bookings, catering and event space bookings, are to be paid in full at the time of booking by bank transfer unless separate invoicing terms have been agreed by ICAH in writing. Such Additional Services shall, where applicable, be supplied subject to separate terms and conditions to be advised by ICAH.

3.2. Where alternative approved invoicing terms exist, ICAH shall invoice the Member for room bookings and event space bookings on the day the booking is confirmed.

3.3. Invoiced amounts for the Additional Services shall be due and payable within 15 days of the date of booking by electronic transfer.

3.4. ICAH shall be entitled to charge interest on any overdue sum or invoice due from the Member from the date when payment becomes due until the date of payment at 2% above the base rate of the Bank of England. In the event that the Member’s procedures require that an invoice be submitted against a purchase order to facilitate payment, the Member shall be responsible for issuing such purchase order before the services are rendered.

4. ICAH

4.1. ICAH will notify the Member of the areas within the Premises that are available for use by the Member and reserves the right to change these.

4.2. The Member acknowledges that the facilities available at ICAH are available for use on a first come first serve basis. ICAH gives no warranty as to the availability of the facilities and the Member acknowledges that ICAH is provided as is and shall be used by the Member at its own risk (subject to any negligence on the part of ICAH employees or agents).

4.3. Any use of the Premises must be solely by the Member for Services, unless otherwise agreed in writing by ICAH.

4.4. The whole of the Premises remains in the possession and control of Imperial College London and this Agreement does not constitute a lease, tenancy or otherwise confer any real property interest in the Premises or any part thereof.

4.5. The Member’s use of any part of the Premises in connection with the Member Services provided under this Agreement is subject at all times to the House Rules and any reasonable instructions or directions issued by ICAH, ICL or any employee, authorized agent or sub-contractor of either ICAH or ICL at any time.

4.6. The Member warrants that its activities undertaken on the Premises are and will be lawful, under the jurisdiction of the law of England, and that the activities of any employees, subcontractors, or guests they bring onto the Premises are and will be similarly lawful. Any breach of this clause shall constitute the immediate termination of this agreement. The Member expressly agrees not to use the Member Services (or any of them, including in particular the WiFi internet access), or allow the Member Services (or any of them, including in particular the WiFi internet access) to be used:

4.6.1. In any way that is illegal

4.6.2. In any way that infringes the rights of a third party (including rights of privacy, rights of confidentiality, and intellectual property rights, such as copyright); or

4.6.3. To send, knowingly receive, upload, download or use any material which is offensive, abusive, indecent, defamatory, obscene, that infringes a third party’s rights or is illegal.

4.7. The possession and use and supply of non-prescription illegal drugs on the Premises will not be tolerated. Any Member or guest observed or found in possession of such drugs for whatsoever purpose will be asked to leave the Premises immediately and their Membership shall be revoked. In circumstances in which a person/s is observed to use or supply illegal drugs, ICAH/ICL staff shall immediately report the person/s to the police. Members are required to report any offence that they observe to an ICAH/ICL member of staff.

5. Member’s Obligations

5.1. In order to enable ICAH to perform its obligations under this agreement the Member shall:

5.1.1. Co-operate with ICAH and uphold its values, supporting its vision and mission;

5.1.2. Provide ICAH with any information reasonably required by ICAH;

5.1.3. obtain all necessary permissions and consents, which may be required before the commencement of the Member Services and/or to allow the Member to operate its business

5.1.4. comply with such other requirements as may be set out in the Membership Confirmation, the House Rules or that might otherwise be notified to the Member

5.1.5. Members must have all electrical equipment PAT tested

5.1.6. Members may not keep any flammables or pollutants on site other than limited quantities that are kept in safe storage approved by ICAH.

6. Indemnification

The Member shall be liable for and indemnify ICAH/ICL and all of their officers, directors and employees, and keep ICAH/ICL and all of their officers, directors and employees fully indemnified, against all claims, damages, penalties, fines, costs and expenses (including reasonable legal costs) which ICAH and/or ICL may suffer or
incur and which arise, directly or indirectly, from the Member’s breach of any of its obligations under this Agreement (including a breach of any of the House Rules, whether by the Member or any of the Member’s guests) or as a result of the Member’s use of the Member Services or the Member’s (or any of its guests’) conduct at the Premises, including any damage to property or injury to persons.

7. Limitation of Liability

7.1. Subject to clause 7.3, the entire liability of ICAH and/or ICL to the Member in respect of any claim or series of connected claims whatsoever relating to or arising from a breach of this Agreement, whether or not caused by negligence, shall be limited to the Membership Fees paid by the Member to which the claim relates up to the date of the event that gives rise to the claim.

7.2. The member agrees that ICAH and/or ICL cannot be held liable to the Member for any loss of business, loss of opportunity or loss of profits, whether caused directly or indirectly by their provision of services to the member.

7.3. Nothing in these Terms and Conditions shall exclude or limit ICAH and/or ICL’s liability for death or personal injury resulting from ICAH and/or ICL’s negligence or that of its employees, agents or sub-contractors. For the avoidance of doubt ICAH is not liable for any claims or damages caused by negligent actions or breach of agreements by ICL, in respect of property or their provision of services.

8. Confidentiality and Data

8.1. Members will observe at all time the confidentially and data practice as detailed in Data Protection Act 1998

8.2. The Member agrees to respect the privacy of other Members and their guests in respect of information of a confidential nature which may become known to the Member through the use of ICAH spaces or use of the Member Services and, in the event of information becoming known to the Member, not to disclose to any third party any information of a confidential nature (including trade secrets and information of commercial value).

8.3. The provisions of this clause survive termination of this Agreement.

8.4. By signing the Agreement the Member consents to ICAH using any personal and contact information provided by the Member for the following purposes:

8.4.1. to provide and improve the Member Services in response to the needs of the membership of ICAH, which may involve contacting you by post, by telephone or by email;

8.4.2. to keep the Member up to date on the products, services and events that ICAH offers or runs;

8.4.3. to share such information with other members and tenants at the Premises for the purposes of facilitating exchange and communication between such third parties; and

8.4.4. for other reasonable purposes, always acting within the limits of the Data Protection Act, 1998.

9. Termination

9.1. ICAH may terminate this Agreement at any time by serving notice in writing to the Member terminating the Agreement with immediate effect and without liability in the event:

9.1.1. of behaviour that is deemed inappropriate or otherwise that is reasonably likely to bring ICAH, ICL (or any of their officers, directors or employees) into disrepute or cause it or them adverse publicity; or

9.1.2. the Member is in material breach of any term of this Agreement, and in the case of a breach capable of remedy has failed to remedy such breach within 10 working days of being notified by ICAH.

10. Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations, and in the case of ICAH or ICL in particular any failure to make the ICAH available, if the delay or failure or unavailability results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator
or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

11. Independent Contractors
ICAH and the Member are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. ICL may, in addition to its own employees, engage sub-contractors to provide all or part of the Member Services being provided to the Member although such engagement shall not relieve ICAH of its obligations under this Agreement.

12. Assignment
The Member shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement.

13. Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

14. Waiver
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

15. Notices
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Application Form or Membership Confirmation.

16. No Third Parties
Save only ICAH and/or ICL, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.