PLATF9RM MEMBERSHIP TERMS AND CONDITIONS 

THE PARTIES AGREE THAT THE FOLLOWING TERMS SHALL SET OUT THEIR RESPECTIVE RIGHTS AND OBLIGATIONS: 

1.INTERPRETATION 

Definitions 

Common Parts: such entrance halls, corridors, lifts, staircases, landing and other means of access in or upon the Location the use of which is necessary for obtaining access to and egress from the Workspace, and lavatories and other common spaces, as designated from time to time by PLATF9RM. 

Day Pass: means the provision of co-working desk space at a PLATF9RM Location(s) as set out in the Membership Form and subject to this Membership Agreement or as amended with PLATF9RM’s written consent. 

Intellectual Property Rights (IPRs): means patents, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 

Inventory: means the equipment, furniture or items set out in the Membership Form, as amended from time to time, provided to the Member by PLATF9RM and which must be returned in the same condition as received by the Member at the end of the Membership Period. 

Location:means the land or building where the Workspace is located and the Common Parts to which the Member has access under the terms of its Membership for the Permitted Purpose for the Membership Period, or such reduced or extended area as PLATF9RM may from time to time designate as comprising the location, as set out in the Membership Form or as amended with PLATF9RM’s written consent. 

Meeting Room Credits: means the meeting room credits included in the Membership Plan. 

Member, you or your:means the individual or company listed on the PLATF9RM Membership Form who has a Membership and the obligations of which extend to all employees, contractors, agents and officers of the Member. 

Member Portal:means the web-based portal and/ or app provided by PLATF9RM to Members at its discretion and through which Members may, for example, make meeting room bookings, manage their billing details and contact other Members. 

Membership:means the right to use the PLATF9RM Workspace under the Membership Plan on the terms set out in this Membership Agreement or as amended with PLATF9RM’s written consent. 

Membership Agreement: means the Membership Agreement signed by the parties comprising the PLATF9RM Terms and Conditions of Membership and the Membership Form. 

Membership Fee:means the fee payable by the Member for the Membership and any additional or incidental fees incurred as a result of the Member’s Membership or use of the Workspace, excluding Workspace Service Charges. 

Membership Form: means the form setting out the Member’s details and information and which in the event of a conflict with the PLATF9RM Terms and Conditions the terms of which shall prevail. 

Membership Period: means the term of the Member’s Membership commencing on the Membership Start Date or as amended with PLATF9RM’s written consent. 

Membership Plan: means the type and use of the Workspace enjoyed by the Member under the terms of their Membership as set out in the Membership Form or as amended with PLATF9RM’s written consent. 

Membership Start Date: means the date on which Membership commences. 

Minimum Contact Term: means the initial minimum contractual term of a Membership (which may be longer than the applicable Notice Period). 

Notice Period: means the notice period required of the Member to terminate the Membership Agreement. 

(which notice period may be exceeded by any Minimum Contract Term set out in the Membership Form). 

Permitted Hours: means the hours or days per week the Member is permitted to use the Workspace as a licensee under the terms of the Membership Plan and as set out in the Membership Form or as amended with PLATF9RM’s written consent. 

Permitted Use: means the Member’s business which it is permitted to undertake in the Workspace subject to compliance with Class B1(a) of The Town and Country Planning (Use Classes) Order in force for the Location or Workspace at the Membership Start Date. 

PLATF9RM, we or us: means Platform Nine 2025 Limited, a company incorporated under the laws of England with registered number 16144066, with its registered office at Unit 7 Hove Business Centre, Fonthill Road, Hove, England, BN3 6HA,  or any of its subsidiaries, be they fully or partly-owned. 

PLATF9RM Business:means the business of providing co-working spaces, serviced office accommodation and related business services. 

PLATF9RM House Rules:the PLATF9RM house rules and acceptable use policy or as amended by PLATF9RM from time to time which apply to Members. 

Primary Contact:means the authorised administrative contact of the Member who is permitted to make changes to the Membership and/or give notice to terminate this Membership Agreement. 

Private Office: means the provision of dedicated office space as a Workspace at a Location set out in the Membership Form or as amended with PLATF9RM’s written consent. 

Service Media:  all media for the supply or removal of heat, electricity, gas, water, sewage, air-conditioning, energy, telecommunications, data and all other services and utilities and all structures, machinery and equipment ancillary to those media. 

Team Members: means the number and identity of the Member’s employees, contractors, agents or officers who are made known to PLATF9RM and permitted to use the Workspace and each of whom are bound by the terms of this Membership Agreement and the PLATF9RM House Rules. 

Workspace: means the flexible or dedicated workspace licensed in the form of a Day Pass or Private Office for the Permitted Hours at the Location made available to the Member during the Membership Period as set out in the Membership Form or as or as amended with PLATF9RM’s consent and including the Inventory. 

Workspace Services:means the services and facilities provided to the Member at the Location, including voice and data telecommunication services,  facsimile, photocopying, secretarial, word-processing, meeting and conference facilities, internet facilities, car parking and other services as set out in the Membership Form or as made available to the Member at the Workspace or in the Location from time to time during their Membership. 

Workspace Service Charges: means the applicable incidental and recurring costs incurred by the Member for Workspace Services. 

VAT: means value added tax chargeable under the Value Added Tax Act 1994 or any similar replacement or additional  tax. 

1.2.Interpretation: 

1.2.1.A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision; 

1.2.2.any words following the terms including, include, in particular, for exampleor any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; 

1.2.3.a person or Member includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 

1.2.4.any obligation on a party not to do something includes an obligation not to allow that thing to be done and an obligation to use reasonable commercial endeavours to prevent that thing being done by another person, and 

1.2.5.a reference to writing or written includes email. 

2. LICENCE TO OCCUPY 

2.1 In consideration of the payment of the Membership Fee by the Member to PLATF9RM,  PLATF9RM permits the Member to enjoy Membership and for the Team Members to use the Workspace for the Permitted Use for the Membership Period together with the right to: 

2.1.1.use such reasonable parts of the Location for the purposes of access to and egress from the Workspace; 

2.1.2.use the Common Parts within the Location as the same may be designated by PLATF9RM from time to time in common with PLATF9RM and all others authorised by PLATF9RM. 

2.2.The Member agrees that: 

2.2.1.the Member shall occupy the Workspace as a licensee and that no relationship of landlord and tenant is created between PLATF9RM and the Member by this Membership Agreement; 

2.2.2.the Member shall not exceed the Designated Hours or number of Team Members for the relevant Membership Plan during the Membership Period; 

2.2.3.the licence to occupy granted by this Membership Agreement is personal to the Member and is not assignable and the rights given in this clause 2 may only be exercised by the Member and its Team Members; 

2.2.4.Day Pass Workplace availability is always subject to sufficient space being free to accommodate those Members wishing to have access at any one time. 

2.3 If the Member’s use of the Workspace and Location, or number of Team Members, exceeds the agreed Membership Plan or Designated Hours PLATF9RM may at its sole discretion require the Member to increase its Membership to the next highest or most appropriate Membership Plan. 

2.4 During the Membership Period the Member will be subject at all times to all rights, regulations, restrictions and covenants affecting the Workspace, Location or other spaces made available to the Member from time to time. 

2.5 The Members agrees that only those Team Members made known to PLATF9RM shall be entitled to access the Member’s Workspace and enjoy the benefits of Membership. 

2.6 PLATF9RM shall be entitled upon consultation, to relocate the member to similar quality and sized accommodation. The Member will be given a minimum notice of 1 month to relocate, provided that in emergency circumstances PLATF9RM may provide shorter notice. 

2.7 PLATF9RM has the right to withhold the Membership and any related services or permissions (including for the avoidance of doubt denying the Member access to the Workspace) while there are any outstanding fees and/or interest due to PLATF9RM or the Member is in breach of any other material terms of this Membership Agreement. 

3. MEMBER OBLIGATIONS 

3.1 The Member agrees to: 

3.1.1.adhere to the Minimum Contract Term and pay the Membership Fee on the terms set out in clause 3; 

3.1.2.not use the Workspace other than for the Permitted Use and not to carry on a business or do or permit the doing of anything which conflicts with this agreement or the PLATF9RM House Rules; 

3.1.3.keep the Workspace and Location clean, tidy and clear of rubbish and generally be a good, considerate Member; 

3.1.4.not make any alteration or addition whatsoever to the Workspace including for the avoidance of doubt the installation of any Service Media, other than with the express written consent of PLATF9RM, and in which case any such alteration or addition must be carried out by contractors expressly approved by PLATF9RM; 

3.1.5.not display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices at the Workspace or elsewhere in the Location or Workspace without the prior written consent of PLATF9RM such consent not to be unreasonably withheld or delayed; 

3.1.6.not obstruct any part or Common Parts of the Workspace or Location; 

3.1.7.not apply for any planning permission in respect of the Workspace or Location; 

3.1.8.not do anything that will or might constitute a breach of any necessary consents affecting the Workspace or Location which will or might vitiate in whole or in part any insurance effected by PLATF9RM or any superior landlord in respect of the Workspace and the Location from time to time; 

3.1.9.comply with all laws and with any recommendations of the relevant suppliers relating to the supply of electricity, gas, water, sewage, telecommunications and data and other services and utilities to or from the Workspace or Location; 

3.1.10.observe any reasonable rules and regulations PLATF9RM makes known to the Member from time to time, including governing the Member’s, other members’ or PLATF9RM’s use and enjoyment of the Workspace or Location; and 

3.1.11.not do, permit or allow to remain upon the Workspace anything which may be or become illegal or cause a nuisance, annoyance, disturbance, inconvenience, injury or damage to PLATF9RM or the other occupiers or users of the Location or adjacent or neighbouring premises, for the avoidance of doubt Members are entitled to bring dogs to the Workspace and Location provided their presence adheres to the PLATF9RM House Rules 

3.1.12.leave the Workspace in a clean and tidy condition in accordance with the Inventory and remove any furniture, equipment, goods or other items from the Workspace by 5pm on the last day of the Membership Period; 

3.1.13.indemnify PLATF9RM and keep PLATF9RM indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from any breach by the Member of this Membership Agreement, and 

3.1.14.not to do anything on or in relation to the Location or Workspace that would or might cause PLATF9RM to be in breach of any of its covenants or might bring it into conflict with any superior owner or landlord. 

3.2 The Member further agrees to: 

3.2.1.cooperate with PLATF9RM in all matters relating to its Membership, access to the Location and use of the Workspace; 

3.2.2.provide, in a timely manner, such information as PLATF9RM may reasonably require, including the details of Team Members, and ensure that it is accurate and complete in all material respects including through the Members Portal; 

3.2.3.permit PLATF9RM to access the Workspace, including any lockers, with or without notice, for cleaning, maintenance, safety or emergency purposes, and 

3.2.4.use the communal Location and Workspace services and facilities on a fair use basis and accept that there may be times where because of high demand Location or Workspace services or facilities may be slow, delayed or unavailable. 

3.3 The Member irrevocably appoints PLATF9RM to be the Member’s agent to, at PLATF9RM’s sole discretion, store, sell or dispose of any furniture, equipment, goods or other items the Member has fixed to or left at the Workspace for more than five working days after the end of the Membership Period. PLATF9RM shall not be liable to the Member by reason of said storage, sale or disposal and the Member shall indemnify PLATF9RM in respect of any claim made by a third party in relation to the storage, sale or disposal and PLATF9RM’s costs in relation to the storage, sale or disposal. 

3.4 Where the Member comprises more than one individual or person, such individuals or persons shall be jointly and severally liable to observe and perform all of the Members obligations under this Membership Agreement. 

4. PLATF9RM’S OBLIGATIONS & RIGHTS 

4.1 PLATF9RM shall use its reasonable commercial endeavours: 

4.1.1.to ensure that the Common Parts of the Location are fit for use as a shared co-working space; 

4.1.2.to procure that the Service Media at the Location are in reasonable working order; 

4.1.3.to work with any superior owner or landlord of the Location to ensure the same, and 

4.1.4.comply with all applicable laws, statutes, regulations and codes from time to time in force, provided that PLATF9RM shall not be liable under this Membership Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Membership Agreement 

PROVIDED ALWAYS THAT the PLATF9RM shall not be liable for any loss or damage arising from any Force Majeure event or failure or interruption of any service or utility at the Location beyond its reasonable control, or due to the carrying out of any refurbishment, rebuilding, repair maintenance or servicing of the Location from time to time, including at the demand or order of any superior owner or landlord of the Location, nor due to any act or omission that is beyond PLATF9RM’s reasonable control (other than any loss or inconvenience in respect of which the law prevents PLATF9RM excluding liability). 

4.2 Notwithstanding clause 4.1 PLATF9RM cannot guarantee to provide Service Media access in our Locations or Workspaces at all times or that access to Service Media will be uninterrupted. 

4.3 If PLATF9RM’s performance of its obligations under the Membership Agreement is prevented or delayed by any act or omission of the Member, its agents, subcontractors, consultants or employees, PLATF9RM shall: 

4.3.1.not be liable for any costs, charges or losses sustained or incurred by the Member that arise directly or indirectly from such prevention or delay; 

4.3.2.be entitled to payment of the Membership Fees or Workspace Service Charges despite any such prevention or delay; and 

4.3.3.be entitled to recover any additional costs, charges or losses PLATF9RM sustains or incurs that arise directly or indirectly from such prevention or delay. 

4.4 PLATF9RM has the full and free right to re-develop refurbish and/or redecorate the whole or any part of the Location including the Workspace from time to time. 

4.5 PLATF9RM may transfer the benefit of this agreement and its obligations under it at any time. 

5. MEMBERSHIP FEES 

5.1. The Member shall pay to PLATF9RM including any applicable VAT without any set-off, counterclaim, deduction or set off: 

5.1.1.the Membership Fee in advance, on the first day of each month and, if demanded, any Membership Fee payable under a Minimum Contact Term or proportionally for any period of less than a month as may be payable on the Membership Fee; 

5.1.2.any additional or incidental costs incurred by the Member in respect of the Member's use of the Workspace in excess of the usual charges reasonably and properly incurred in relation to the Workspace or Membership Plan and as demanded at PLATF9RM’s absolute discretion, and 

5.1.3.on the 15th day of each month (or the first working day thereafter) all Workspace Service Charges including any applicable VAT including any applicable VAT incurred and due 

in the payment form agreed between the Member and PLATF9RM and as set out in the Membership Form. 

5.2 PLATF9RM may suspend the Member’s Membership and access to the Location and Workspace until any due payments have been made in full cleared funds. 

5.3 The Member shall pay to PLATF9RM interest and compensation at the rate prescribed by the Late Payment Commercial Debts Act (1998) on all sums payable under this agreement which remain unpaid for 7 days from the due date, such interest in that event being calculated from the due date to the date of payment. 

5.4 We reserve the right to amend Membership Fees on one month’s notice and to amend our Workspace Service Charges on reasonable notice. Unless you object to the changes once notified, you will be deemed to have accepted them. 

6. INTELLECTUAL PROPERTY 

6.1PLATF9RM and its licensors shall retain ownership of all PLATF9RM Intellectual Property Rights and the Member shall not use any of the Intellectual Property Rights without the express written permission of PLATF9RM. 

7. CONFIDENTIALITY 

7.1 Each party undertakes that it shall not at any time during the Membership Agreement, and for a period of three years after termination, howsoever caused, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by Clause 8.3. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party. 

7.2 Each party may disclose the other party's confidential information: 

7.2.1.to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 7.3; and 

7.2.2.as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

7.3 Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract. 

7.4 The Member shall not, without prior consent of PLATF9RM, disclose or publish or cause or permit to be disclosed or published any particulars of or any extract from this Membership Agreement nor any details of the transaction hereby effected. 

8. DATA PROTECTION 

8.1 The Member agrees that PLATF9RM may process, disclose or transfer any personal data which PLATF9RM may collect or obtain in relation to the Member’s Membership, including through the use of CCTV, to fulfil its obligations under this Membership Agreement, for assessment and fraud prevention, and in accordance with the terms of the PLATF9RM Privacy Policy. 

9. LIABILITY 

9.1.Nothing in this Membership Agreement limits any liability which cannot legally be limited, including liability for: 

9.1.1.death or personal injury caused by negligence; 

9.1.2.fraud or fraudulent misrepresentation, or 

9.1.3.any matter in respect of which it would be unlawful to exclude or restrict liability.. 

9.2.Subject to 9.1 PLATF9RM is not liable for: 

9.2.1.the death of, or injury to the Member, its Team Members, customers or invitees to the Location or Workspace; or 

9.2.2.damage to any property of the Member or that of the Member’s Team Members, customers or other invitees to the Location or Workspace; or 

9.2.3.any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by Member’s Team Members, customers or other invitees to the Location or Workspace in the exercise or purported exercise of the rights granted by Clause 2. 

9.3.PLATF9RM’s liability for any loss, damage or inconvenience arising from or in connection with the Member's Membership, including access to or use of the Location or Workspace (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the Membership Fees paid or payable in the 6 months period immediately preceding the event giving rise to such liability (or, in the case of a series of connected events, the first of such events). 

9.4.Neither party shall be liable to the other arising from or connection with this Membership Agreement for: 

9.4.1.1 loss of profits; 

9.4.1.2 loss of sales or business; 

9.4.1.3 loss of agreements or contracts; 

9.4.1.4 loss of anticipated savings; 

9.4.1.5 loss of use or corruption of software, data or information; 

9.4.1.6 loss of or damage to goodwill; 

9.4.1.7 loss of personal property, equipment, software, devices or items; 

9.4.1.8 third party claims, or 

9.4.1.9 indirect or consequential loss. 

10. TERMINATION 

10.1.The Member’s Membership shall commence on the Membership Start Date, or other date as agreed with PLATF9RM, and shall continue for the Membership Period, including any Minimum Contract Term, unless terminated in accordance with these terms. 

10.2.PLATF9RM may terminate this Membership Agreement on one month’s written notice and may, at the Member’s request and at PLATF9RM’s sole discretion agree to pause a Member’s Membership. Members may only terminate: 

10.2.2.Membership on one month’s written notice, or 

10.2.3.Private Office Membership on three month’s written notice or the notice period as set out in the Membership Form if different from the above, providing always that the Member first adheres to any applicable Minimum Contract Term. 

10.3.Without affecting any other right or remedy available to it, PLATF9RM may either, at its sole discretion,  suspend or terminate the Membership Agreement with immediate effect by giving written notice to the Member if: 

10.3.1.the Member fails to pay any Membership Fees or other payment due, or 

10.3.2.is a named a party in any legal proceedings. 

10.4.The Member may terminate this Membership Agreement in accordance with the Notice Period provided always they first adhere to any applicable Minimum Contract Term.   

10.5.Without affecting any other right or remedy available to it, either party may terminate this Membership Agreement with immediate effect by giving written notice to the other party if: 

10.5.1.the other party commits a material breach of any term of the Membership Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; 

10.5.2.the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or if an individual takes any step or action in connection with its entering bankruptcy; 

10.5.3.the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or 

10.5.4.the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Membership Agreement has been placed in jeopardy. 

10.6.PLATF9RM may terminate a Member’s Membership on less notice than set out at clause 11.2 or the Membership Form if such period is different to that stated at clause 10.2 in the event that PLATF9RM’s own permissions, consents or rights to use the Location are removed or reduced or make it commercially unviable to perform its obligations under this Membership Agreement. 

10.7.Termination is without prejudice to the rights of either party in connection with any antecedent breach of or other obligation subsisting under this agreement. 

10.8.Upon termination of the Membership Agreement for whatever reason: 

10.8.1.the Member shall immediately pay to PLATF9RM all of PLATF9RM’s outstanding unpaid invoices and interest and, in respect of the Member’s Membership or Workspace Services supplied but for which no invoice has been submitted, PLATF9RM may submit an invoice, which shall be payable immediately on receipt including in relation to any payments due including Membership Fees due under any applicable Notice Period and Minimum Contract Term. 

10.8.2.any provision of the Membership Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Membership Agreement shall remain in full force and effect; and 

10.8.3.termination or expiry of the Membership Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Membership Agreement which existed at or before the date of termination or expiry. 

10.9. The member is liable for any damage made to the office during their license. At the end of the license PLATF9RM will inspect the members designated office space for any damage and issue an invoice to the member for the reinstatement fee. Payment needs to be made within 5 working days. 

11. INSURANCE 

11.1.PLATF9RM shall procure that the Location is insured against loss or damage by any risks as PLATF9RM or any superior owner or landlord considers it prudent to insure against, provided that such insurance is available in the market on reasonable terms acceptable to the Licensor or any superior landlord. 

11.2.The Member accepts that any insurance cover obtained by PLATF9rm shall not cover the Member or Member’s Workspace and the Members shall at all times carry contents insurance for its business, equipment, belongings and personal items and shall at the request of PLATF9RM produce a valid certificate of insurance of the same. PLATF9RM reserves the right to terminate this Membership Agreement on 14 days’ written notice if the Member fails to produce a valid certificate of insurance. 

12. NOTICES 

12.1.Any notice or other communication required to be given under this Membership Agreement, shall be in writing. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

13. FORCE MAJEURE 

13.1.PLATF9RM party shall not be in breach of the Membership Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Membership Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including lock-out, mechanical breakdown, internet outage, strike, delay, failure of staff, termination of our interest in the building containing your PLATF9RM Workspace, insured risk or otherwise. 

14. GENERAL 

14.1.The Member may use the Location address as its registered office address but only with the Licensor's prior written consent and subject to any conditions which the Licensor may impose. 

14.2.During the term of Membership Agreement and for a period of six (6) months after termination, for whatever reason, the Member shall not: 

14.2.1.solicit or offer employment to any of PLATF9RM’s employees; 

14.2.2.Solicit PLATF9RM suppliers, or 

14.2.3.compete with the PLATF9RM Business. 

14.3.This Membership Agreement supersedes any prior agreement and embodies the entire agreement between the Member and PLATF9RM and may not be modified, changed or altered in any way except as agreed by both parties in writing. 

14.4.The Membership Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 

14.5.Each party acknowledges that in entering into the Membership Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Membership Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Membership Agreement. 

14.6. A person who is not a party to this agreement may not enforce any of its terms under the Membership Agreement (Rights of Third Parties) Act 1999. 

14.7.Neither party shall be in breach of the Membership Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Membership Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. 

14.8.A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 

14.9.A failure or delay by PLATF9RM to exercise any right or remedy provided under the Membership Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Membership Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 

14.10.If any provision or part-provision of the Membership Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Membership Agreement. 

14.11.Membership is personal to the Member who shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Membership Agreement without PLATF9RM’s prior written consent. 

15. DISPUTES, GOVERNING LAW AND JURISDICTION 

15.1.PLATF9RM is under no obligation but may at its sole discretion endeavour to resolve disputes between Members. 

15.2.This Membership Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 

15.3.The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence Agreement or its subject matter or formation (including non-contractual disputes or claims)