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Terms and Conditions

16 October 2023

Agreement, terms and conditions

1. Definitions and Interpretation

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Accommodation: means the co-working/oﬃce or virtual oﬃce accommodation available at Centres.

Centres: means the centres operated by Workhub at various locations.

AML Requirements: means Workhub’s anti money laundering policies and procedures which are in place from time to time.

Company or Workhub: means Stein Commercial Limited trading as Workhub™.

Contract: means the contract between Workhub and the Customer which shall be subject to and incorporate these terms and conditions and which shall be entered into for each occupation of Accommodation or Service, by the Customer signing the Term Sheet.

Customer: the person who avails of a Service or Accommodation from Workhub.

Customer Information Form: means the form which is to be completed by the Customer in accordance with the AML Requirements.

House Rules: means the house rules which apply at each Centre and are incorporated into these terms and conditions.

Membership Account: means the online account of the Customer that may be used to avail of the Accommodation or Service which can be registered through Workhub’s Site or the Workhub App.

Normal Business Purposes: means the legitimate business carried on by the Customer.

Term Sheet: means the term sheet (or any renewal) signed by the Customer either online or in person which sets out the speciﬁc details of the type of Service being availed of by the Customer, the Fees and the Term.

Services: means the services available to Customers on the Site including but not limited to occupation or use of Accommodation, virtual oﬃce, meeting room rentals, event space rental, private mailbox rental and business incorporation and set up in Ireland and any other Services provided by Workhub from time to time and availed of by the Customer and ‘Service’ refers to any one of them.

Site: means the website owned and operated by Workhub called www.workhub.ie

Term: means the term of the Contract as speciﬁed in the Term Sheet and any renewal of the Term.
Workhub’s Equipment: means any equipment including tools, systems, cabling or facilities, provided by Workhub or its subcontractors and used directly or indirectly in the supply of the Services.

2. The Services

2.1 Workhub oﬀers Customers the Services for the Customer’s purposes and in compliance with the terms of use set out in condition 4 below.

2.2 For the Term of each Contract, the Centres remain in the exclusive possession and control of Workhub and no tenancy interest, leasehold estate or other real property interest is created under these terms or the occupation of Accommodation by a Customer at a Centre. Use of Accommodation at a Centre is shared between Customers and Workhub.

2.3 Descriptions and information about the Services and Accommodation that are available from time to time can be viewed on the Site.

2.4 The Services are available for Customers subject to availability. The Services can only be availed of by persons over the age of 18 years and by those who have satisfactorily completed the Customer Information Form.

2.5 In the event that Workhub cannot provide its services to the Customer by the start date of the Term, Workhub will have no liability towards the Customer for loss or damage but the Customer may either move to another Workhub facility (subject to availability), delay the start date of the Contract or cancel the Contract without penalty.

2.6 If the Customer chooses to delay the start date of the Contract until the Accommodation is available then the Company will not charge a fee until it becomes available.

2.7 One of the Services oﬀered by Workhub is the provision of access to a co-working space/hot desk or boardroom for eight hours per month. Customers who avail of this Service have an option to increase their monthly hours, by sending a written request to the Company. Such request shall become eﬀective once it is acknowledged and conﬁrmed by the Company. The date of such conﬁrmation from the Company shall be the eﬀective date for the new increased hours applicable per month.

3. Application of terms

3.1 Subject to any variation under condition 3.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any other document).

3.2 These conditions apply to all Services and any variation to these conditions and any representations about the Services shall have no eﬀect unless expressly agreed in writing and signed on behalf of an authorised signatory of Workhub. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Workhub which is not set out in the Contract. No Contract shall come into existence until Workhub and the Customer sign the Term Sheet provided by Workhub. The Term Sheet may be signed electronically by clicking ‘I Accept’ where the booking is made online. Otherwise, it must be signed in person by the Customer.

3.3 Workhub oﬀers customer packages from time to time which are provided by third party providers including the provision of a telephone number, voicemail and call answering services. Other customer packages may be oﬀered from time to time. Workhub will provide Customers that avail of these services the terms and conditions of such third-party providers in advance of commencement of the Service. Workhub accepts no responsibility or liability for the provision of these services and is not responsible for the services or service level provided by third parties. Any issues that a Customer has with a third party must be directed to such person in accordance with the terms and conditions of the third party provider.

4. Use of the Centres

4.1 The Centres must only be used for Normal Business Purposes. Visits from members of the public may be limited from time to time to ensure that the Centres provide suitable working conditions for all its Customers.

4.2 The Customer shall comply with any House Rules which the Company has in place. House Rules vary depending on the Service or

Centre used by the Customer.

4.3 If a Customer wishes to use a Centre address as its registered oﬃce address, the prior written consent of Workhub is required and an additional fee for this service will be charged at the then rate available on the Site.

4.4 I.T. infrastructure at the Centre must be maintained and not compromised therefore Customers are not permitted to install any cabling, IT or telecom communications without the Company’s prior consent. If consent is provided, the Company may insist on additional terms being complied with including that all costs are covered by the Customer and that works are supervised by the Company. For the avoidance of doubt, Workhub shall provide the Customer with access to the internet and electricity for the I.T. infrastructure. Workhub shall not be responsible for any I.T issues arising outside the scope as set out in this condition 4.4.

4.5 Some Services are oﬀered on a non-exclusive basis for example use of board rooms or some Accommodation from time to time. The

Company will try to allow Customers to use the same Accommodation (where this applies) for consistency where this is possible.

4.6 The Company may enter the Accommodation at any time including in the case of emergency, to inspect the premises or for any other reason. Unless there is a case of emergency, the Company will attempt to notify the Customer in advance when the Company requires access to enter the Accommodation. The Company shall respect security procedures to protect the conﬁdentiality of the Customer’s business.

4.7 The Customer will comply with all applicable laws in their use of the Services.

5. Membership

5.1 Customers may open a Membership Account if booking a Service online or through the Workhub App.

5.2 By downloading the Workhub App or registering an account online a Customer can register a Membership Account. Accurate and up to date details must be provided by the Customer at the time of registering including a current contact telephone number, up to date payment details and all such information requested under the Customer Information Form and necessary under the AML Requirements. Any changes in such registration information must be notiﬁed to Workhub immediately to ensure that all information is kept up to date.

5.3 As part of the registration process, the Customer will be required to provide an email address and select a username and a password as part of Workhub’s security procedures. The Customer may change its password and set a password to protect its messages after logging in. The Customer must treat such information as conﬁdential and must not disclose it to any third party. The Customer is entirely responsible for any failure to maintain the conﬁdentiality of all username and passwords issued. The Customer agrees to immediately notify Workhub of any unauthorized use of its account or any other breach of security relating to its username and password known to the Customer. Workhub has the right to disable any user identiﬁcation code or password, whether chosen by the Customer or allocated by Workhub at any time if the Customer is in breach of this condition.

6. Commencement of Services

6.1 The Services will commence on the date the Term Sheet is signed by the Customer and Workhub (Commencement Date).

6.2 For the Term, the Customer is responsible for the condition of the Accommodation in accordance with these terms and the House Rules. If there is any damage to the Accommodation during the Term, then this is the Customer’s responsibility subject to the terms and conditions herein.

7. Customer’s obligations

7.1 The Customer shall:

(a) Co-operate with Workhub in all matters relating to the Services;

(b) Keep, maintain and insure Workhub’s Equipment is in good condition and in accordance with Workhub’s instructions and shall not dispose of or use Workhub’s Equipment other than in accordance with Workhub’s written instructions or authorisation;

(c) Keep, maintain and insure Workhub’s premises, ﬁxtures, ﬁttings and furnishings are in good condition and in accordance with Workhub’s instructions, shall not cause damage to Workhub’s premises and shall not dispose or use Workhub’s premises other than in accordance with Workhub’s instructions or authorisation;

(d)Organise insurance for their own property, consequential losses, damage expense or liability, as the Company’s insurance does not cover same; and

(e) Keep, maintain and ensure all information provided to Workhub pursuant to the AML Requirements is up to date and accurate.

7.2 The Customer shall not:

(a) Install any equipment, cabling or I.T. infrastructure without the Company’s prior written consent, the Company have absolute discretion to refuse such consent;

(b) Carry on illegal activities in connection with its use of the Services provided by the Company;

(c) Cause nuisance, annoyance, loss or damage to the Company or the Company’s existing Customers; (d) Cause an increase to insurance premiums which are paid by the Company;

(e) Provide any information to Workhub which is false or untrue.

7.3 The Customer shall be liable for any damaged caused by them or those who are in the Centre with the Customers permission or invitation. For the avoidance of doubt, the Customer is solely responsible for its internet usage and shall be liable for any damaged caused by their internet usage.

7.4 If Workhub’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Workhub shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

7.5 The Customer shall be liable to pay to Workhub, on demand, all reasonable costs, charges or losses sustained or incurred by Workhub (including, without limitation, any direct, indirect or consequential losses, loss of proﬁt and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Workhub conﬁrming such costs, charges and losses to the Customer in writing.

8. Title

8.1 Ownership of the Centres and any Accommodation shall not pass to the Customer. Workhub or the owner of the premises owns and controls the Centres.

8.2 The Customer’s right to occupation of Accommodation shall terminate immediately if the Customer breaches the terms of use or any condition contained in these terms.

8.3 The Customer agrees that this Agreement creates no leasehold, tenancy or other real property interest in the Customers favour in relation to the Centres and Accommodation provided.

9. Fees

9.1 Unless otherwise agreed by Workhub in writing, the fees for the Services shall be the fees set out in Workhub’s fees list available on the Site.

9.2 Payment of the Fees shall be made by the Customer in advance of the commencement of the Services and thereafter by direct debit monthly in advance through Workhub’s STRIPE account or in person by credit card or online. If a Customer has created a subscription through their Membership Account then fees shall be payable at the commencement of such Term.

9.3 Fees may be paid by the establishment of a Membership Account. Balances may be paid into this account by a Customer from time to time in order to make bookings. The Customer may be required to pay a deposit (“Deposit”). Any Deposit paid by the Customer shall be returned to the Customer within thirty days of the date of the expiration of the occupation of Accommodation PROVIDED HOWEVER that Workhub reserves the right to use the Deposit to discharge any Fees outstanding from time to time or to pay for any remediation works

in respect of the Accommodation or any ﬁnes or charges attached to the Accommodation which is the fault of the Customer. Any balances held may also be used to discharge such items in the foregoing manner.

9.4 No payment shall be deemed to have been received until Workhub has received cleared funds. If a payment fails and it is due to a fault of the Customer, for example by a credit card being declined and this results in any additional fees or charges being incurred, then these shall be the responsibility of the Customer.

9.5 All payments payable to Workhub under the Contract shall become due immediately on its termination despite any other provision. If there is any balance left over on a Customer’s Account on termination, then Workhub shall transfer such balance on the instruction of the Customer.

9.6 Without prejudice to any other right or remedy that the Customer may have, if the Customer fails to pay Workhub on the due date, Workhub may:

(a) Charge interest on such sum from the due date for payment at the annual rate of 9% above the base lending rate from time to time of Central Bank of Ireland, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement and the Customer shall pay the interest immediately on demand.

(b) Suspend all Services until payment has been made in full.

9.7 If the Customer beneﬁts from a discount, promotion or oﬀer, the Company may discontinue or alter that discount, promotion or oﬀer without notice at any time.

10. Terms and terminations

10.1 The Services will begin on the Commencement Date and will last for the Term. Each Term will renew automatically on expiry unless the Customer serves notice on Workhub in accordance with condition 10.3 below prior to expiry of the Term stating that they do not wish to enter a renewal.

10.2 Workhub have the right to refuse the renewal, as referred in clause 10.1, of Contracts with its Customers. Customers will be informed of refusal to renew by email, formal letter, through the App giving 30 days prior notice.

10.3 Customers who wish to terminate their Contract after the Term or at the end period of any extension or renewal period, must give

Workhub the appropriate prior notice.

Term of Contract Notice Period

Month to month 1 months’ notice

3 months 2 months’ notice

More than 3 months 3 months’ notice

10.4 Customers may terminate their Contract immediately by written notice to the Company if the Company is in material breach of any of its obligations, and in the event of a material breach capable of being remedied, has failed to remedy such material breach within 30 days of receipt of notice in writing specifying the nature of the breach.

10.5 Without prejudice to any other rights or remedies which the Customer may have, the Company may terminate the Contract without liability to the Customer on giving the Customer not less than 2 months written notice or immediately on giving notice to the other if:

10.5.1 The Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notiﬁed in writing to make such payment; or
10.5.2 The Customer becomes insolvent, bankrupt or enters into liquidation; or
10.5.3 The Customer commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notiﬁed in writing of the breach; or
10.5.4 The Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify in the opinion of the Company that the Customers conduct is inconsistent with it having the intention or ability to give eﬀect to the terms of the Contract; or
10.5.5 The Customers conduct, or the conduct of someone at the Centre with the Customers permission or invitation, is incompatible with the Company’s ordinary oﬃce use;
10.5.6 The Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed either unable to pay its debts or as having no reasonable prospect of so doing; or
10.5.7 The Company has been advised by a governmental authority or other legislative body that they have reasonable suspicion that the Customer is conducting criminal activities from the Centre.

10.6 Consequences of Termination

10.6.1 When a Contract is terminated the Customer must vacate the Accommodation and cease using the Services immediately, leaving it in the same state and condition as it was before the Contract was entered into.
10.6.2 Upon the Customer’s departure, the Company reserves the right to charge the Customer a restoration service fee to return the Centre to its original state.
10.6.3 The Company reserves the right to charge additional fees for any repairs required above and beyond normal wear and tear.
10.6.4 If a Customer leaves property behind after the Accommodation is vacated, the Company may dispose of it at the cost of the Customer.
10.6.5 If the Customer continues to use the Accommodation after the Contract has terminated the Customer will be responsible for any claim, loss or liability the Company incurs as a result of the Customers failure to vacate on time.

11. Restrictions

11.1 At any time during the Contract and for a period of two years after the termination of the Contract, Customers may not carry on a business that competes with the Company.

11.2 At any time during the Contract and for a period of two years after the termination of the Contract, Customers may not solicit or oﬀer employment to staﬀ employed by the Company

11.2 At any time Customers may not use Workhub’s name (or that of Workhub’s aﬃliates) in any way in connection with their business. Customers are only permitted to use Workhub’s address if prior written consent is given by the Company.

11.3 At all times Customers may only use Workhub’s Centres and Services for Normal Business Purposes.

11.4 At all times Customers shall keep in strict conﬁdence all technical or commercial know-how, processes or initiatives which are conﬁdential in nature and have been disclosed to the Customer by the Company. Customers must keep in strict conﬁdence any other conﬁdential information concerning the Company’s business which the Customer may obtain.

12. Alteration or damage

12.1 Customers are liable for any damage caused by themselves or those with Customers permission or invitation (express or implied) to be there, including but not limited to all employees, contractors, agents.

13. Limitation of liability

13.1 The following provisions set out the entire ﬁnancial liability of Workhub (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

13.1.1 Any breach of these conditions; and

13.1.2 Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

13.2 The Company shall not be liable for loss or damage unless the Customer provides the Company with prior written notice of such loss or damage and gives the Company a reasonable period of time to put the matter right.

13.3 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods and Supply of Services Act 1980) are, to the fullest extent permitted by law, excluded from the Contract.

13.4 Nothing in these conditions excludes or limits the liability of Workhub:

13.4.1 for death or personal injury caused by Workhub’s negligence; or

13.4.2 for any matter which it would be illegal for Workhub to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.

14. Assignment

14.1 Workhub may assign the Contract or any part of it to any person, ﬁrm or company.

14.2 The Customer shall not be entitled to assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of its rights or obligations under the Contract or any part of it without the prior written consent of the Company.

14.3 The Company may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

14.4 Each party that has rights under the Contract is acting on its own behalf and not for the beneﬁt of another person.

15. Force majeure

15.1 Workhub reserves the right to defer or cancel and shall have no liability to the Customer under the Contract if it is prevented from, delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, ﬁre, ﬂood, storm or restraints or delays aﬀecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

16. Data Protection

16.1 Workhub respects its Customers’ privacy and is committed to protecting Customers’ personal data. Workhub operates a privacy policy which informs Customers as to how Workhub looks after their personal data when they visit the Site or App or use the rental services and tells Customers about their privacy rights and how the law protects them.

16.2 Workhub’s privacy policy is available here www.workhub.ie

17. Communications

17.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent registered post or sent by email:

17.1.1 (in case of communications to Workhub) to its registered oﬃce or such changed address as shall be notiﬁed to the Customer by Workhub or to info@Workhub.ie ; or
17.1.2 (in the case of the communications to the Customer) to the address of the Customer set out in any document which forms part of the Contract or such other address as shall be notiﬁed to Workhub by the Customer or to the email address provided by the Customer on the Order Form.

17.2 Communications shall be deemed to have been received:

17.2.1 if sent by registered post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
17.2.2 if delivered by hand, on the day of delivery; or
17.2.3 if sent by email 24 hours after the email has been sent provided there is no message stating that the email was not received by the intended recipient.

17.3 Communications addressed to Workhub shall be marked for the attention of Alex Stein.

18. Variation

16.1 Workhub respects its Customers’ privacy and is committed to protecting Customers’ personal data. Workhub

18.1 The Company may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially aﬀect the nature, scope of, or the charges for the Services.

18.2 No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.

19. Waiver

19.1 A waiver of any right under the Contract is only eﬀective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

19.2 Unless speciﬁcally provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

20. Severance

16.1 Workhub respects its Customers’ privacy and is committed to protecting Customers’ personal data. Workhub

20.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be aﬀected.

20.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.

21. Entire agreement

21.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

21.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently).

21.3 Nothing in this condition shall limit or exclude any liability for fraud.

22. No partnership or agency

25.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

23. Governing law and jurisdiction

16.1 Workhub respects its Customers’ privacy and is committed to protecting Customers’ personal data. Workhub

23.1 The Contract, 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 Ireland.

23.2 The parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter or formation (including non-contractual disputes or claims).