UNTIL MEMBERSHIP TERMS AND CONDITIONS








  8. UNTIL MEMBERSHIP TERMS AND CONDITIONS

  10. OVERVIEW
  11. This document sets out the membership contract between you and Until and governs your use of our services and your access to our Premises and the workspaces you will use within them to operate your business.  Please read and keep a copy of this document as it includes important information about our membership sign-up process, the membership package you have selected and our services, your access to our workspaces and your rights and obligations as an Until Member.

  13. [UNTIL BRANDING]
  14. UNTIL MEMBERSHIP TERMS AND CONDITIONS
  15. Your attention is particularly drawn to the provisions of clause 8 (Limitation of liability).
  16. About us
  17. Company details
  18. Wellness House Ltd trading as Until (company number 13256770) (we and us) is a company registered in England and Wales and our registered office is at Suite 37/38 – Marshall House, 124 Middleton Road, Morden, Surrey, England SM4 6RW.  [Our main trading address is [insert address of the first Premises, if preferred.]  Our VAT number is [insert].  We operate the website: until.co.uk.  
  19. References to Until Member, Member Company, Company, you, your and similar words in this Agreement refer to the entity or individual registering for or receiving the Services and agreeing to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity or on behalf of other individuals, you represent and warrant that you have all necessary right, authority and consent to bind such entity or individuals to this Agreement. You shall be responsible for your Clients’ compliance with this Agreement. In addition, by agreeing to this Agreement, you are confirming that you are using the Services exclusively for business purposes and not as a consumer.
  20. Contacting us
  21. To contact us email us at [insert].  How to give us formal notice of any matter under the Agreement is set out in clause 13.2.
  22. Our Agreement with you
  23. Our agreement
  24. These terms and conditions and the rules, terms and policies referenced and incorporated herein (Until Member Terms), the Until Member Sign Up Form, and any other applicable policies and procedures as provided or made available to you from time to time (together, the Agreement), describe your rights and obligations in connection with your access to our Premises and the workspaces and services provided as part of, or that are incidental or related to, your Until membership (as described herein and/or in your Until Member Sign Up Form and as available from time to time, the Services). By using the Services, you are agreeing that you, and any individuals you authorize to attend our Premises under your Until membership to receive the services your business offers (your Clients), shall abide by and be bound by the terms of this Agreement. The Agreement applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  25. The Until membership is subject to the: (i) Until Workspace Rules attached as Appendix A, and the Workspace Rules of any Premises at which you and your Clients receive or use Services and, in the case of Dental Members, the Workspace Rules as set out in clause 4 of Appendix C (together, the Workspace Rules), (ii) Until policies, including the Until Privacy Policy, available at [insert] (the Until Privacy Policy), (iii) Until App Terms of Services available at [insert] (the Until App ToS), and (iv) the additional guidelines, terms, conditions and/or rules (including additional payment obligations) applicable to any additional services you or your Clients purchase from us. In order to access the Services, you, on your behalf and on behalf of your Clients, hereby agree to these policies and terms of services and any updates thereto. We may from time to time update, amend or supplement the Until Member Terms, any other terms and conditions mentioned in this clause and our policies. You and your Clients shall be deemed to have accepted such updates, amendments or supplements by continued use of the Services.
  26. Where you are a dental practitioner, orthodontic practitioner or any specialist working within the field of dentistry (“Dental Member”), the Until Member Terms and therefore this Agreement are deemed to include the terms and conditions set out in Appendix C.  In the event of any conflict between the provisions of clauses 1-14 hereof and the provisions of Appendix C, the provisions of Appendix C shall prevail and have precedence.
  27. Entire agreement
  28. The Agreement is the entire agreement between you and us in relation to its subject matter.  You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
  29. Language
  30. The Until Member Terms and the Agreement are made only in the English language.
  31. Your copy
  32. You  can print off a copy of these Until Member Terms or save them to your computer for future reference.
  33. YOUR UNTIL MEMBER account, services and access
  34. Creating your Until Member Account
  35. Completing the Until Member Sign Up Form is an offer by you to purchase the Services subject to this Agreement. After completing your Until Member Sign Up Form, please follow the onscreen prompts on the Until webapp (or in the emails that we send to you) to apply for and set up your Until Member account (Until Member Account).  Your Until Member Account can only be created after you have provided the identification documentation that we will request via email and we have verified the same.  We will include in the identification and verification email a link to these Until Member Terms and by clicking the accept button you agree to all the terms and conditions of this Agreement.  We will email you when your Until Member Account is activated as set out in clause 3.12.
  36. Services
  37. Subject to the terms of this Agreement, Until will use its reasonable endeavours to provide you and your Clients the Services at Until premises offering access to Until Members (the Premises) beginning on the start date set out in the email which we will send to you to confirm activation of your Until Member Account (as set out in clause 3.12). In order to use the Services, you will be required to use the Until webapp to access your Until Member Account. The Services include:
  38. Use by you and your Clients of the space and facilities within the Premises, for the period of time, as set out in the membership package selected in your Until Member Account, being one of “Thrive”, “Team” or “Flex” (Member Package), subject to availability and upon prior reservation of such space through your Until Member Account.
  39. Access and use of common areas at the Premises, subject to the conditions set out in this Agreement.
  40. Access to and use of the Until App ToS.
  41. Use of the rooms at the Premises, subject to availability and upon prior reservation of such rooms through your Until Member Account, using the credits available, or by other payment method, under the terms of your Member Package.
  42. Use of video call booths while using a Premises (where such facilities are available).
  43. Front desk assistance while using the Premises during Regular Business Hours.
  44. Use, within the Premises, of kitchen facilities made available therein.
  45. For Until Members on the “Thrive” Member Package only (including those using a Team Membership (defined below)), opportunity to participate in members-only events, benefits and promotions, subject to availability and upon prior reservation through your Until Member Account, and provided at the sole discretion of Until.  Until Members will remain liable for their and their Clients’ compliance with these Until Member Terms throughout the Term, and shall otherwise ensure that neither they or their Clients do anything at any such members-only events (whether at the Premises or elsewhere) which may bring Until into disrepute.
  46. Any other services you or your Clients may purchase directly from us from time to time.
  47. Until Members on the “Thrive” Member Package only (including those using a Team Membership) can make recurring bookings under this Agreement.  Recurring bookings can be made on a monthly basis and the fees will be collected in accordance with clause 6.2.
  48. Additional Member Package specific Services and terms are set out in Appendix B to this Agreement.
  49. Where you are a Dental Member, “Services” shall be deemed to include the services set out in clause 1 of Appendix C.
  50. Members are not permitted to use the address of any of our Premises for mail and package delivery, and Until shall have no liability in connection with any mail or packages delivered to a Member at our Premises. You may not use the address of any of our Premises or any address provided by us as your registered address. If you are found to be using an address provided by us as your registered address, you shall immediately complete the deregistration of such address with the relevant authorities and we may charge a reasonable administration fee for our time spent in dealing with such event.
  51. The Services at a Premises will only be available to you and your Clients during the hours specified for that Premises in the Until webapp, and are dependent on the Member Package you select in your Until Member Account.  Until Members on the “Flex” Member Package have reduced access to Services, as set out at Appendix B of these Until Member Terms.  
  52. Changes to our Services
  53. The availability and scope of the Services and the Premises at which the Services are available are subject to change from time to time at our sole discretion and any updates shall be notified to you via email or when you log into your Until Member Account. The Services may also vary by geographical area or by specific Premises.
  54. Reasonable care and skill
  55. We warrant to you that the Services will be provided using reasonable care and skill.
  56. Time for performance
  57. We will use reasonable endeavours to meet any performance dates specified in the Membership Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Agreement.
  58. Guests
  59. Your Until membership is intended for the use of you and your Clients only and is not intended to provide access and use to other parties. Guests are only permitted at our Premises with prior authorisation by Until and the Until Member remains liable for all acts or omissions of, and compliance with these Until Member Terms by, any such authorised guests for the duration of such guests’ access.  We reserve the right to charge the Until Member an additional fee for guests’ access to the Premises.  The fee will be specified in the Until webapp.
  60. Eligibility
  61. Unless otherwise specified by us in writing, the Services are only available to individuals who are at least 18 years old (or, if under the age of 18, are accompanied by a person aged at least 18). You will be responsible for ensuring that your Clients qualify before accessing or using the Services in any way and before providing any personal information to us (e.g., name, address, telephone number or email address).
  62. In the case of Dental Members, clause 2 of Appendix C shall apply.
  63. Passwords and access device
  64. Your Until Member Account and your Clients’ access rights are specific to you or your Clients. You shall not reveal your Until Member Account password and neither you nor your Clients shall reveal or transfer your access device or credentials to anyone else or let anyone use your Until Member Account or access devices, even if such other individual is associated with your company. Neither you nor your Clients, nor any third party on your behalf, shall make any copies of any keys, keycards, or other means of entry to the Premises (each, an Access Device). If you believe someone may have used passwords or Access Devices associated with your Until Member Account without your authorization, please immediately change such passwords and contact us at [insert]. You are responsible for all actions (including your Clients’ and any guests’ actions in connection with your Until Member Account, regardless of whether you authorized such actions. Access Devices remain our property and must be returned immediately by you and your Clients upon termination or expiration of your Until Member Account.
  65. Clients
  66. You are responsible for providing to Until such information as Until reasonably requires in order to provide, and control, access to the Premises for your Clients. You shall ensure that such information about your Clients is complete and accurate. In the event your relationship with one of your Clients changes or ends, you agree to promptly update such information and notify us that the individual should no longer receive access to the Premises. You hereby represent and warrant to us that you have obtained all necessary consent from Clients for the creation of their access to Premises. You also agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations including where such breach is caused by any of your Clients.
  67. Correcting input errors
  68. Our Until Member Account sign up process allows you to check and amend any errors before submitting creating your Until Member Account.  Please check your Until Member Account details carefully before confirming them.  You are responsible for ensuring that your Until Member Account information is complete and accurate in all respects.
  69. Acknowledging receipt of your Until Member Sign Up Form
  70. After you submit your Until Member Sign Up Form, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Until Member Account has been accepted or set up.  Our acceptance of your Until Member Account will take place as described in clause 3.12.
  71. Accepting your Until Member Sign Up Form
  72. Our acceptance of your Until Member Account takes place when we send an email to you to accept it (Membership Confirmation) (which is after the identification and verification steps, and you having clicked the accept button to agree to these Until Member Terms, as set out in clause 3.1).  When we send the Membership Confirmation, at this point the Agreement between you and us will come into existence.  The date on which this takes places is the Commencement Date. Subject to earlier termination in accordance with these Until Member Terms, your Agreement will commence on the Commencement Date and continue in force until we or you give the other at least 30 days’ written notice of termination (Term).
  73. In the case of Dental Members, clause 3 of Appendix C shall apply to the definition of (Term).
  74. If we cannot accept your Until Member Sign Up Form
  75. If we are unable to supply you with the Services for any reason (which is decided by the UNTIL  membership committee, at our sole discretion, but including decisions based on level of experience or available space at our Premises for the profession you work in), we will inform you of this by email and we will not process your Until Member Account application. If you have already paid for the Services, we will refund you the full amount.
  76. Team / Business Memberships
  77. Until Members on the “Thrive” Member Package can choose to set up additional team members under their Until Member Account (Team Membership, Team Members).  Under a Team Membership, one Until Member Account will be set up (Main Member), under which all Team Members (who must be included on the Until Member Account application and can only be changed in accordance with clause 3.15) can access and use the Until Member Account and our Services. Membership Fees and other fees due under this Agreement will be charged to the Main Member and all Team Member bookings must be made using the Main Member’s Until Member Account.  All credits related to the Until Member Account may be used by any Team Member.
  78. Changes to your Until Membership
  79. You may make certain changes to your existing Until membership, including changing the Member Package, as set out in Appendix B.  You must provide us with no less than 30 days’ prior notice and changes will only take effect after this period.
  80. In the case of Dental Members, clause 4 of Appendix C shall apply to changes that you wish to make to your Member Package.
  81. Multi-Site Membership
  82. Until Members can join either on a one-Premises only basis or multiple Premises basis (to be selected during set up of the Until Member Account, or changed later in accordance with clause 3.15.  If an Until Member elects to use more than one Premises (Multi-site Member, Multi-site Membership), the Multi-site Member must nominate one Premises as its primary location (Home Club). Multi-site Members can access all Services offered by Until, use the facilities and make use of the Clubhouse (where a Clubhouse is available) only at their Home Club.  In all other Until Premises, the Multi-site Member can access the Services offered, use the facilities and use their credits in the same manner as at their Home Club (subject always to complying with the terms of this Agreement including ensuring that any training or other requirements related to the use of equipment and facilities has been undertaken prior to use) but is not permitted to use the Clubhouse of any Premises other than their Home Club.  A minimum of 50% of a Multi-site Member’s use of Premises and Services must take place at their Home Club.  We reserve the right to charge a premium in addition to Membership Fees for Multi-site Membership; the cost of this will be specified in the Until webapp.
  83. Use of the Services
  84. Workspace Rules. You and your Clients must comply with the Workspace Rules, including the Until Workspace Rules attached as Appendix A while using Services at any Premises.
  85. Where You are a Dental Member, You must also comply with the Workspace Rules set out in clause 4 of Appendix C while using Services at any Premises
  86. Security. Until Members and their Clients must access Until Premises and other buildings using their Access Device. To the extent permitted by law, your Clients shall be required to provide valid government issued identification in order to be issued an Access Device to access the Premises and before entering any of our buildings.
  87. Privacy. We collect, process, transfer and secure personal data about you and your Clients pursuant to the terms of the Until Privacy Policy, and in accordance with all applicable data protection laws (including all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended). You hereby confirm that (i) you have and rely upon an adequate legal basis, including consent where required, to collect, process, and transfer Clients’ personal data to us, and (ii) you collect and process Clients’ personal data in accordance with applicable laws.  You will indemnify Until from and against any and all claims, including third party claims, liabilities, and expenses including reasonable legal fees, resulting from any breach of this clause.
  88. Property. We are not responsible for any property you or your Clients leave behind in any of our Premises. It is your and your Clients’ responsibility to ensure that personal items are secure. We will be entitled to dispose of any property remaining in any of our Premises and you and your Clients waive any claims or demands regarding such property or our handling of such property.
  89. Other members. We do not control and are not responsible for the actions of other individuals that you or your Clients interact with whilst receiving the Services or otherwise being in the Premises or any of our other buildings or on the Until webapp, including other Until members and their clients. We do not endorse, support or verify the facts, opinions or recommendations of our Until members. If a dispute arises between users, we have no responsibility or obligation to participate or mediate, and shall have no liability whatever to any party, in relation to the same except to the extent that such dispute is the result of Until’s negligence or wilful misconduct.
  90. Third party products or services (including Tech Platforms, Apps, Portals). The Services do not include, and Until is not liable for, the provision of products or services by third parties that you or your Clients may elect to purchase or use in connection with your Until membership (Third Party Services), even if they appear on an Until invoice. Third Party Services are provided solely by the applicable third-party service provider (Third Party Service Provider) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. Additionally, during the Term, you and your Clients may have access to certain platforms, apps, or portals as part of your Until membership. To the extent such platforms, apps, or portals have their own terms of use, such terms shall govern use of the applicable system. For those without terms of use, such platforms, apps, or portals shall be provided to you and your Clients “as-is”, and without any representations or warranties whatever by Until.
  91. Your ADDITIONAL obligations
  92. It is your responsibility to ensure that, throughout the Term:
  93. the information provided in your Until Member Account application process is complete and accurate in all respects;
  94. you cooperate with us in all matters relating to the Services;
  95. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  96. you prepare and maintain the spaces within the Premises that you use during any receipt of the Services in good, clean condition and in a manner appropriate for the receipt of the Services, all to be determined at our discretion;
  97. you obtain and maintain all necessary licences, permissions and consents which may be required for you to receive the Services and carry out your business operations from our Premises before the Commencement Date, including all applicable professional or other qualifications required for you to be able to supply the services you provide to your Clients.  You are also required to obtain the levels of insurance cover specified in clause 8.9.  On request you will provide us with copies of all such documentation appropriate to evidence the requirements of this clause;
  98. In the event that a valid insurance policy, as specified in clause 8.9, is not received by you, after the commencement date or any renewal date thereafter, UNTIL reserves the right to restrict access to the clubs, space and facilities until such time as a valid insurance policy is provided.
  99. you comply with all applicable laws in relation to: your use of the Services, including health and safety laws and all of our rules, regulations and instructions related to occupation or use of the Premises; and the operation of your business to your Clients and any Guests, including the Equality Act 2010; and
  100. you keep any of our materials, equipment, documents and other property provided to you by us (Our Materials) in the areas of the Premises in which you operate your business in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.
  101. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1, or you or your Clients otherwise breach this Agreement (Your Default):
  102. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services.  In certain circumstances Your Default may entitle us to terminate the Agreement under clause 10;
  103. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
  104. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  105. Membership fees and other fees AND UNTIL CREDITS
  106. In consideration of us providing the Services you must pay the membership (Membership Fees) and any fees for Services provided by us in excess of your Member Package (as booked by you via your Until Member Account) and any other services provided by us at the then current rates specified on the Until webapp in accordance with this clause 6.
  107. Your Member Package will continue for the duration of the Term (unless changed by you in accordance with clause 3.15).  As part of your Until Member Account set up, you will be required to set up a monthly direct debit to cover your Membership Fees and other fees incurred by you.  We may, at our discretion, also require debit or credit card details from you to cover payments due in the event you cancel your direct debit (debit or credit cards will only be charged if Membership Fees or other fees are due from you and we are unable to obtain these by direct debit).  We will collect payments for Membership Fees and other fees due from you on the 1st day of each month during the Term.  If we are unable to collect direct debits due, or charge your additional payment method, on the due date (for any Membership Fees or other fees due under this Agreement) for any reason: we may charge interest at a rate of 4% above the Bank of England base rate from time to time for the duration of the time between payment being due and being received into our bank account; and/or your and your Clients’ use of the Services may be immediately suspended or terminated.
  108. We reserve the right to increase or decrease Membership Fees or other fees at our sole discretion, or to introduce different pricing for peak and non-peak times (these times shall be specified in the Until webapp and / or on our website) upon thirty (30) days’ prior notice to you.
  109. In addition to the Membership Fees, different sets of credits can be purchased via your Until Member Account to pay for additional Services which are not included in the applicable Membership Fees. Until Members on the “Flex” Member Package receive credits, to the value of the Membership Fee they pay, each month.  Any additional Services required by Until Members on the “Flex” Member Package will require additional credits to be purchased.
  110. All credits remain valid for the validity period stated at the point of purchase, from the date of purchase and shall expire thereafter. All credit purchases are non-refundable and non-transferable. Some Services are offered by us outside of the credit system and are charged at the applicable fees for such Services as set out on the Until webapp.
  111. If you need to cancel a non-recurring / one-off booking for any reason, you must notify us at [insert] and provide no less than 24 hours’ prior notice. If non-recurring / one-off bookings are cancelled with more than 24 hours’ prior notice a refund of the credits applied, or other payment method used for the booking, will be provided. Failure to provide the requisite advanced notice of cancellation of bookings will mean that the credits applied, or other payment method used, to pay for the applicable Services related to that booking will be forfeited and are non-refundable.  Recurring bookings cannot be cancelled and no refunds will be paid for recurring bookings which are not used.
  112. In the case of Dental Members, clause 4.12 of Appendix C shall apply to the notice period required under this clause
  113. All Membership Fees and other fees under this Agreement are inclusive of VAT.  
  114. Additional information on the Services that are included within the different Member Packages and Services which require the purchase of additional credits is set out in Appendix B.
  115. Intellectual property rights
  116. All intellectual property rights in or arising out of or in connection with the Services will be owned by us.  
  117. You and your Clients may not take, copy or use for any purpose (a) the name “Until” or any of our other business names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material, other identifiers or other intellectual property (Intellectual Property); (b) any derivations, modifications or similar versions of the same; or (c) any photographs or illustrations of any portion of a Premises, for any purpose, including competitive purposes, without our prior written consent, provided that during the Term you will be able to use “Until” in plain text to accurately identify an address or office location. You acknowledge that Until owns all right, title and interest in and to its Intellectual Property. You may not claim or register, or attempt the same, for ownership rights of any of our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising, including domain names, social media handles, or any form of media invented in the future without our prior written consent. You may not, directly or indirectly, interfere with or object to, in any manner, our ownership rights or the use of our Intellectual Property or engage in any conduct that is likely to cause confusion between Until and yourself, without our prior consent.
  118. You and your Clients may not take, copy or use any information or intellectual property belonging to other member companies or their clients or guests, including any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
  119. Limitation of liability
  120. YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
  121. Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
  122. death or personal injury caused by negligence;
  123. fraud or fraudulent misrepresentation; and
  124. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  125. Nothing in this Agreement limits any liability under any indemnity set out in this Agreement.
  126. Subject to clause 8.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
  127. loss of profits;
  128. loss of sales or business;
  129. loss of agreements or Agreements;
  130. loss of anticipated savings;
  131. loss of use or corruption of software, data or information;
  132. loss of or damage to goodwill; and
  133. any indirect or consequential loss.
  134. Subject to clauses 8.1, 8.3, 8.5 and 8.6, our total liability to you arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total fees paid under the Agreement in the 12 months prior to the cause of action arising.
  135. In view of the commitments provided by Until pursuant to this Agreement, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
  136. To the extent permitted by law, you, on your own behalf and on behalf of your Clients, and your or their employees, agents, guests and invitees, waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable legal fees against Until and our successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Until Parties”) and our landlords at the Premises resulting from injury or damage to, or destruction, theft, or loss of, any property or person.
  137. To the extent permitted by law, you will indemnify the Until Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable legal fees, resulting from any breach or alleged breach of this Agreement by you or your Clients or your or their guests or invitees or any of your or their actions or omissions, except to the extent a claim results from the negligence, wilful misconduct or fraud of the Until Parties. You are responsible for the actions of and all damages caused by all persons that you, your Clients or your or their guests invite to enter any of the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Until Parties unless you have first obtained our or the relevant Until Party’s written consent. None of the Until Parties shall be liable for any obligations arising out of a settlement made without its prior written consent.
  138. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event.  The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire12 months from that date.  The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
  139. You are responsible for maintaining, at your own expense and at all times during the Term, insurance in a form and amount appropriate to your business. As a minimum, you shall (throughout the Term and for a period of two years after the expiry or termination of this Agreement), maintain in force, with a reputable insurance company, public liability insurance at an amount not less than £2,000,000, employers liability insurance at an amount not less than £2,000,000 and professional indemnity insurance at an amount not less than £500,000 to cover the liabilities that may arise under or in connection with this Agreement and shall produce to Until on request both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
  140. This clause 8 will survive termination of the Agreement.
  141. Confidentiality
  142. For the purposes of this clause, Confidential Information means: ((a) any and all information being clearly designated, labelled or marked as confidential; (b) any information that would be regarded as confidential by a reasonable business person relating to (i) the business, affairs, customers, clients, suppliers, plans, intentions or market opportunities of a party; or (ii) the operations, processes, product information, know-how, designs, trade secrets or software of a party; and (c) any information or analysis derived from any information regarded as confidential pursuant to (a) or (b).
  143. We each undertake that we will not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any Confidential Information of the other party except as permitted by clause 9.2.
  144. We each may disclose the other's Confidential Information:
  145. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such Confidential Information for the purposes of exercising our respective rights or carrying out our respective obligations under the Agreement.  We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 9; and
  146. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  147. Each of us may only use the other's Confidential Information for the purpose of fulfilling our respective obligations under the Agreement.  
  148. Termination, consequences of termination and survival
  149. Termination without cause
  150. Your Agreement can be terminated by you or us at any time on 30 days’ written notice to the other party. Any credits unused by the end of this notice period are non-refundable and non-transferable.
  151. We may also immediately terminate any of your Clients’ access to any Premises at our sole discretion. We do not provide refunds, with respect to any amounts already paid, upon termination or expiry of your Until membership or this Agreement, including for any additional Services booked by your Clients. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiry of this Agreement or your Until membership. We may also terminate your Until membership with thirty (30) days’ prior notice if we discontinue the Until membership program, in whole or in part, at our sole discretion.
  152. Termination with cause
  153. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Agreement with immediate effect by giving written notice to you if:
  154. you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
  155. you fail to pay any amount due under the Agreement on the due date for payment;
  156. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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;
  157. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
  158. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.
  159. Consequences of termination
  160. On termination of the Agreement you must return all of Our Materials which have not been fully paid for.  If you fail to do so, then we may enter the areas of the Premises in which you operate your business, or your other premises, and take possession of them.  Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Agreement.
  161. Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.
  162. Survival
  163. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  164. Events outside our control
  165. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control, including: any delays or changes in construction of, or Until’s ability to procure any space in, any Premises; any conditions under the control of our landlord at the applicable Premises; acts or orders of Government; acts of God; epidemics or pandemics; or public health emergencies (Event Outside Our Control).  
  166. If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:
  167. we will contact you as soon as reasonably possible to notify you; and
  168. our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.  We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.  
  169. You or Until may terminate the Agreement affected by an Event Outside Our Control which has continued for more than 30 days by providing 30 days’ written notice.
  170. Non-solicitation
  171. You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of 12 months following termination of the Agreement.
  172. Communications between us
  173. When we refer to "in writing" in these Until Member Terms, this includes email.
  174. Any notice or other communication given by one of us to the other under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
  175. A notice or other communication is deemed to have been received:
  176. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
  177. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
  178. if sent by email, at 9.00 am the next working day after transmission.
  179. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.  
  180. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  181. General
  182. Assignment and transfer
  183. We may assign or transfer our rights and obligations under the Agreement to another entity but will always notify you in writing.
  184. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.  
  185. Waiver
  186. If we do not insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations.  If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
  187. Severance
  188. Each paragraph of these Until Member Terms operates separately.  If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
  189. Third party rights
  190. The Agreement is between you and us.  You agree that, except as otherwise expressly provided in this Agreement, including with respect to your Clients, no other person has any rights to enforce any of its terms.  
  191. Nature of these Terms
  192. Notwithstanding anything in this Agreement to the contrary, this Agreement shall in no way be construed so as to grant you or your Clients any title, easement, lien, possession or related rights in our business, the Premises or anything contained in our Premises. This Agreement creates no tenancy interest (including any security of tenure), leasehold estate, or other real property interest.
  193. Relationship of the parties
  194. You and we are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by this Agreement. Neither party will in any way misrepresent our relationship.
  195. Compliance with Laws
  196. You hereby represent and warrant that at all times you and your Clients have conducted and will conduct your operations ethically and in accordance with all applicable laws and any professional rules, regulations or codes of conduct which apply to your business.
  197. Counterparts and Electronic Signature
  198. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement in accordance with applicable law. This Agreement may be executed using electronic means and the use of electronic signatures by the parties will have the same full force and legal effect as if the electronic signatures were traditional hand-written signatures in accordance with applicable law. You acknowledge that you have the ability to retain this Agreement either by printing or saving it.
  199. Interpretation
  200. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.
  201. Governing law and jurisdiction
  202. The Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.
  203. APPENDIX A
  204. UNTIL WORKSPACE RULES
  205. [insert]
  206. APPENDIX B
  207. MEMBER PACKAGE SPECIFIC TERMS
  208. [insert]
  209. Marylebone brochure
  210. https://docs.until.co.uk/LA8WrUOH4K0

  212. General brochures
  213. Train - https://docs.until.co.uk/asU7V6nmlLJ
  214. Treat - https://docs.until.co.uk/Twj1mc7N7a7
  215. Coach - https://docs.until.co.uk/9UbaPuLxRuy


























  242. APPENDIX C
  243. Dental Members
  244. 1. Additional Services
  245. In relation to Dental Members, the “Services” shall include the provision by us of the following services:-
  246. 1.1 Valid registration with the Care Quality Commission (“CQC”) held by Us in relation to the Premises permitting you to provide dental services under such CQC registration;
  247. 1.2 Such dental and other equipment apparatus instruments and implements customarily used in the exercise of the profession of dentistry and to procure the repair of such items as soon as reasonably practicable; and
  248. 1.3 Access to suitable clinical IT systems (at the date of this Agreement, being Dentally) customarily used in the exercise of the profession of dentistry

  250. 2. Eligibility
  251. In relation to Dental Members, the Services are only available to individuals who hold a current and valid registration with the general dental council which is free of conditions.

  253. 3. Variations to the Until Member Terms specific to Dental Members
  254. 3.1 Where You are a Dental Member clause 3.12 of the Until Member Terms shall be deemed amended to read as follows:-
  255. 3.12 Accepting your Until Member Sign Up Form
  256. Our acceptance of your Until Member Account takes place when we send an email to you to accept it (Membership Confirmation) (which is after the identification and verification steps, and you having clicked the accept button to agree to these Until Member Terms, as set out in clause 3.1).  When we send the Membership Confirmation, at this point the Agreement between you and us will come into existence.  The date on which this takes places is the Commencement Date. Subject to earlier termination in accordance with these Until Member Terms, your Agreement will commence on the Commencement Date and continue in force until we or you give the other at least 90 days’ written notice of termination (Term).
  257. 3.2 Where You are a Dental Member clause 3.15 of the Until Member Terms shall be deemed amended to read as follows:-
  258. 3.15 Changes to your Until Membership
  259. You may make certain changes to your existing Until membership, including changing the Member Package, as set out in Appendix B.  You must provide us with no less than 90 days’ prior notice and changes will only take effect after this period
  260. 3.3 Where You are a Dental Member clause 6.3 of the Until Member Terms shall be deemed amended to read as follows:-
  261. 6.3 We reserve the right to increase or decrease Membership Fees or other fees at our sole discretion, or to introduce different pricing for peak and non-peak times (these times shall be specified in the Until webapp and / or on our website) upon ninety (90) days’ prior notice to you
  262. 3.4 Where You are a Dental Member clause 10.1 of the Until Member Terms shall be deemed amended to read as follows:-
  263. 10.1 Termination without cause
  264. 10.1.1 Your Agreement can be terminated by you or us at any time on 90 days’ written notice to the other party. Any credits unused by the end of this notice period are non- refundable and non-transferable.
  265. 10.1.2 We may also immediately terminate any of your Clients’ access to any Premises at our sole discretion. We do not provide refunds, with respect to any amounts already paid, upon termination or expiry of your Until membership or this Agreement, including for any additional Services booked by your Clients. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiry of this Agreement or your Until membership. We may also terminate your Until membership with ninety (90) days’ prior notice if we discontinue the Until membership program, in whole or in part, at our sole discretion.
  266. 3.5 Where You are a Dental Member the following clause shall be deemed added as a new 10.2.6 to the Until Member Terms:-
  267. 10.2.6 You are refused entry to, be disqualified or removed (including contingently removed) or suspended from the Dental Performers List of any Primary Care Trust in England or Local Health Board in Wales, You are convicted of any criminal offence other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a non-custodial sentence is imposed, You are found guilty of any serious professional misconduct by the General Dental Council or other regulatory body, if You are found to be unfit to practise dentistry and orthodontics by the General Dental Council or other regulatory body or if at any time during the Term there exists an Enhanced Disclosure from the Disclosure and Barring Service in relation to You that contains any information that would prevent You from working in general dental practice

  269. 4. Workplace Rules applicable to Dental Members
  270. Where you are a Dental Member, you shall adhere to and comply with the following additional Workplace Rules:-
  271. 4.1 You shall adhere to and comply with all policies that we hold in connection with our registration with the CQC and You shall procure that any dental nurse employed or engaged by you pursuant to clause 4.9 of this Appendix C below  adheres to and complies with all policies that we hold in connection with our registration with the CQC and with the Workplace Rules;
  272. 4.2 You shall not do anything or omit to do something that causes or could cause Us to lose our registration with the CQC;
  273. 4.3 You shall for the entire duration of the Term have in force and hold a policy of indemnity insurance of one of the three British defence bodies or other insurance acceptable to Us giving comparable benefits. You shall produce evidence of this indemnity or insurance to the Us upon request. You warrant that your professional indemnity or insurance cover shall continue to cover you in relation to all dental services that you provide at the Premises for the duration of the Term and after the Term;
  274. 4.4 You shall at all times during the Term hold registration with the General Dental Council that is not subject to conditions;
  275. 4.5 You shall at all times remain liable for all dental, medical or clinical negligence, or alleged dental medical or clinical negligence, on the part of you or any dental nurse employed or engaged by you at the Premises during the Term and You agree, accept and acknowledge that We have no responsibility for services provided by you during the Term;
  276. 4.6 In respect of all Clients by You at the premises you shall maintain full and accurate books and records of all Clients attended and treatments provided.  You acknowledge that we have the right to inspect and copy the said books and records for compliance purposes;
  277. 4.7 You shall only utilise the clinical IT systems that we make available for your use in connection with the practice of dentistry by You from the Premises (at the time of this Agreement being Dentally);
  278. 4.8 You must produce, on demand, an Enhanced Disclosure from the Disclosure and Barring Service in respect of You;
  279. 4.9 You must bear full responsibility for employing or engaging any dental nurse to assist you in the provision of dental services from the Premises and you are to bear full and sole responsibility for any claims, obligations, liabilities and expenses arising from such employment or engagement;
  281. 4.10 You shall at all times utilise the Services in a proper manner and only upon and subject to the terms of the Agreement and shall indemnify Us against all costs of any repair or replacement of equipment provided by us pursuant to clause 1.2 of this Appendix C caused by your negligence or the negligence of any dental nurse employed or engaged by you; and
  282. 4.11 You shall indemnify us from and against all costs, losses, claims and expenses incurred by Us and arising from a breach by you of the Workplace Rules
  283. 4.12 If you need to cancel a non-recurring / one-off booking for any reason, you must notify us at [insert] and provide no less than 72 hours’ prior notice. If non-recurring / one-off bookings are cancelled with more than 72 hours’ prior notice a refund of the credits applied, or other payment method used for the booking, will be provided. Failure to provide the requisite advanced notice of cancellation of bookings will mean that the credits applied, or other payment method used, to pay for the applicable Services related to that booking will be forfeited and are non-refundable.  Recurring bookings cannot be cancelled and no refunds will be paid for recurring bookings which are not used

1. About us

  1. Company details
    Wellness House Ltd trading as Until (company number 13256770) (we and us) is a company registered in England and Wales and our registered office is at Until – Ilona Rose House, 111-119 Charing Cross Road, Ground / Lower Ground Floor, London, WC2H 0DU. [Our main trading address is Until – Ilona Rose House, 111-119 Charing Cross Road, Ground / Lower Ground Floor, London, WC2H 0DU. Our VAT number is 380328110. We operate the website: www.until.co.uk.References to Until Member, Member Company, Company, you, your and similar words in this Agreement refer to the entity or individual registering for or receiving the Services and agreeing to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity or on behalf of other individuals, you represent and warrant that you have all necessary right, authority and consent to bind such entity or individuals to this Agreement. You shall be responsible for your Clients’ compliance with this Agreement. In addition, by agreeing to this Agreement, you are confirming that you are using the Services exclusively for business purposes and not as a consumer.
  2. Contacting us
    To contact us email us at info@until.co.uk. How to give us formal notice of any matter under the Agreement is set out in clause 13.2.

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2. Our Agreement with you

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1.Our agreement
  1. These terms and conditions and the rules, terms and policies referenced and incorporated herein (Until Member Terms), the Until Member Sign Up Form, and any other applicable policies and procedures as provided or made available to you from time to time (together, the Agreement), describe your rights and obligations in connection with your access to our Premises and the workspaces and services provided as part of, or that are incidental or related to, your Until membership (as described herein and/or in your Until Member Sign Up Form and as available from time to time, the Services). By using the Services, you are agreeing that you, and any individuals you authorize to attend our Premises under your Until membership to receive the services your business offers (your Clients), shall abide by and be bound by the terms of this Agreement. The Agreement applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
  2. The Until membership is subject to the: (i) Until Workspace Rules attached as Appendix A, and the Workspace Rules of any Premises at which you and your Clients receive or use Services (together, the Workspace Rules), (ii) Until policies, including the Until Privacy Policy, (the Until Privacy Policy), (iii) the additional guidelines, terms, conditions and/or rules (including additional payment obligations) applicable to any additional services you or your Clients purchase from us. In order to access the Services, you, on your behalf and on behalf of your Clients, hereby agree to these policies and terms of services and any updates thereto. We may from time to time update, amend or supplement the Until Member Terms, any other terms and conditions mentioned in this clause and our policies. You and your Clients shall be deemed to have accepted such updates, amendments or supplements by continued use of the Services.
2. Entire agreement

The Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.

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4. Language

The Until Member Terms and the Agreement are made only in the English language.

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5. Your copy

You should print off a copy of these Until Member Terms or save them to your computer for future reference.

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3. Your Until Member Account, Services and Access

1. Creating your Until Member Account

Completing the Until Member Sign Up Form is an offer by you to purchase the Services subject to this Agreement. After completing your Until Member Sign Up Form, please follow the onscreen prompts on the Until webapp (or in the emails that we send to you) to apply for and set up your Until Member account (Until Member Account). Your Until Member Account can only be created after you have provided the identification documentation that we will request via email and we have verified the same. We will include in the identification and verification email a link to these Until Member Terms and by clicking the accept button you agree to all the terms and conditions of this Agreement. We will email you when your Until Member Account is activated as set out in clause 3.12.

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2. Services

Subject to the terms of this Agreement, Until will use its reasonable endeavours to provide you and your Clients the Services at Until premises offering access to Until Members (the Premises) beginning on the start date set out in the email which we will send to you to confirm activation of your Until Member Account (as set out in clause 3.12). In order to use the Services, you will be required to use the Until webapp to access your Until Member Account. The Services include:

  1. Use by you and your Clients of the space and facilities within the Premises, for the period of time, as set out in the membership package selected in your Until Member Account, being one of “Thrive” or “Flex” (Member Package), subject to availability and upon prior reservation of such space through your Until Member Account.
  2. Access and use of common areas at the Premises, subject to the conditions set out in this Agreement.
  3. Access to and use of the Until App ToS.
  4. Use of the rooms at the Premises, subject to availability and upon prior reservation of such rooms through your Until Member Account, using the credits available, or by other payment method, under the terms of your Member Package.
  5. Use of video call booths while using a Premises (where such facilities are available).
  6. Front desk assistance while using the Premises during Regular Business Hours.
  7. Use, within the Premises, of kitchen facilities made available therein.
  8. For Until Members on the “Thrive” Member Package only (including those using a Team Membership (defined below)), opportunity to participate in members-only events, benefits and promotions, subject to availability and upon prior reservation through your Until Member Account, and provided at the sole discretion of Until. Until Members will remain liable for their and their Clients’ compliance with these Until Member Terms throughout the Term, and shall otherwise ensure that neither they or their Clients do anything at any such members-only events (whether at the Premises or elsewhere) which may bring Until into disrepute.
  9. Any other services you or your Clients may purchase directly from us from time to time.
  10. Until Members on the “Thrive” Member Package only (including those using a Team Membership) can make recurring bookings under this Agreement. Recurring bookings can be made on a monthly basis and the fees will be collected in accordance with clause 6.2.Additional Member Package specific Services and terms are set out in Appendix B to this Agreement.Members are not permitted to use the address of any of our Premises for mail and package delivery, and Until shall have no liability in connection with any mail or packages delivered to a Member at our Premises. You may not use the address of any of our Premises or any address provided by us as your registered address. If you are found to be using an address provided by us as your registered address, you shall immediately complete the deregistration of such address with the relevant authorities and we may charge a reasonable administration fee for our time spent in dealing with such event.The Services at a Premises will only be available to you and your Clients during the hours specified for that Premises in the Until webapp, and are dependant on the Member Package you select in your Until Member Account. Until Members on the “Flex” Member Package have reduced access to Services, as set out at Appendix B of these Until Member Terms.
3. Changes to our Services

The availability and scope of the Services and the Premises at which the Services are available are subject to change from time to time at our sole discretion and any updates shall be notified to you via email or when you log into your Until Member Account. The Services may also vary by geographical area or by specific Premises.

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4. Reasonable care and skill

We warrant to you that the Services will be provided using reasonable care and skill.

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5. Time for performance

We will use reasonable endeavours to meet any performance dates specified in the Membership Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Agreement.

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6. Guests

Your Until membership is intended for the use of you and your Clients only and is not intended to provide access and use to other parties. Guests are only permitted at our Premises with prior authorisation by Until and the Until Member remains liable for all acts or omissions of, and compliance with these Until Member Terms by, any such authorised guests for the duration of such guests’ access. We reserve the right to charge the Until Member an additional fee for guests’ access to the Premises. The fee will be specified in the Until webapp.

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7. Eligibility

Unless otherwise specified by us in writing, the Services are only available to individuals who are at least 18 years old (or, if under the age of 18, are accompanied by a person aged at least 18). You will be responsible for ensuring that your Clients qualify before accessing or using the Services in any way and before providing any personal information to us (e.g., name, address, telephone number or email address).

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8. Passwords and access device

Your Until Member Account and your Clients’ access rights are specific to you or your Clients. You shall not reveal your Until Member Account password and neither you nor your Clients shall reveal or transfer your access device or credentials to anyone else or let anyone use your Until Member Account or access devices, even if such other individual is associated with your company. Neither you nor your Clients, nor any third party on your behalf, shall make any copies of any keys, keycards, or other means of entry to the Premises (each, an Access Device). If you believe someone may have used passwords or Access Devices associated with your Until Member Account without your authorization, please immediately change such passwords and contact us at contact@until.co.uk. You are responsible for all actions (including your Clients’ and any guests’ actions in connection with your Until Member Account, regardless of whether you authorized such actions. Access Devices remain our property and must be returned immediately by you and your Clients upon termination or expiration of your Until Member Account.

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9. Clients

You are responsible for providing to Until such information as Until reasonably requires in order to provide, and control, access to the Premises for your Clients. You shall ensure that such information about your Clients is complete and accurate. In the event your relationship with one of your Clients changes or ends, you agree to promptly update such information and notify us that the individual should no longer receive access to the Premises. You hereby represent and warrant to us that you have obtained all necessary consent from Clients for the creation of their access to Premises. You also agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations including where such breach is caused by any of your Clients.

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10. Correcting input errors

Our Until Member Account sign up process allows you to check and amend any errors before submitting creating your Until Member Account. Please check your Until Member Account details carefully before confirming them. You are responsible for ensuring that your Until Member Account information is complete and accurate in all respects.

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Acknowledging receipt of your Until Member Sign Up Form

After you submit your Until Member Sign Up Form, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Until Member Account has been accepted or set up. Our acceptance of your Until Member Account will take place as described in clause 3.12.

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Accepting your Until Member Sign Up Form

Our acceptance of your Until Member Account takes place when we send an email to you to accept it (Membership Confirmation) (which is after the identification and verification steps, and you having clicked the accept button to agree to these Until Member Terms, as set out in clause 3.1). When we send the Membership Confirmation, at this point the Agreement between you and us will come into existence. The date on which this takes places is the Commencement Date. Subject to earlier termination in accordance with these Until Member Terms, your Agreement will commence on the Commencement Date and continue in force until we or you give the other at least 30 days’ written notice of termination (Term).

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If we cannot accept your Until Member Sign Up Form

If we are unable to supply you with the Services for any reason (which is decided by Until’s membership committee, at our sole discretion, but including decisions based on level of experience or available space at our Premises for the profession you work in), we will inform you of this by email and we will not process your Until Member Account application. If you have already paid for the Services, we will refund you the full amount.

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Team / Business Memberships

Until Members on the “Thrive” Member Package can choose to set up additional team members under their Until Member Account (Team Membership, Team Members). Under a Team Membership, one Until Member Account will be set up (Main Member), under which all Team Members (who must be included on the Until Member Account application and can only be changed in accordance with clause 3.15) can access and use the Until Member Account and our Services. Membership Fees and other fees due under this Agreement will be charged to the Main Member and all Team Member bookings must be made using the Main Member’s Until Member Account. All credits related to the Until Member Account may be used by any Team Member.

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Changes to your Until Membership

You may make certain changes to your existing Until membership, including changing the Member Package, as set out in Appendix B. You must provide us with no less than 30 days’ prior notice and changes will only take effect after this period.

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Multi-Site Membership

Until Members can join either on a one-Premises only basis or multiple Premises basis (to be selected during set up of the Until Member Account, or changed later in accordance with clause 3.15. If an Until Member elects to use more than one Premises (Multi-site Member, Multi-site Membership), the Multi-site Member must nominate one Premises as its primary location (Home Club). Multi-site Members can access all Services offered by Until, use the facilities and make use of the Clubhouse (where a Clubhouse is available) at their Home Club. In all other Until Premises, the Multi-site Member can access the Services offered, use the facilities and use their credits in the same manner as at their Home Club (subject always to complying with the terms of this Agreement including ensuring that any training or other requirements related to the use of equipment and facilities has been undertaken prior to use) but is not permitted to use the Clubhouse of any Premises other than their Home Club. A minimum of 50% of a Multi-site Member’s use of Premises and Services must take place at their Home Club. We reserve the right to charge a premium in addition to Membership Fees for Multi-site Membership; the cost of this will be specified in the Until webapp.

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Use of the Services

  1. Workspace Rules.
    You and your Clients must comply with the Workspace Rules, including the Until Workspace Rules attached as Appendix A while using Services at any Premises.
  2. Security.
    Until Members and their Clients must access Until Premises and other buildings using their Access Device. To the extent permitted by law, your Clients shall be required to provide valid government issued identification in order to be issued an Access Device to access the Premises and before entering any of our buildings.
  3. Privacy.
    We collect, process, transfer and secure personal data about you and your Clients pursuant to the terms of the Until Privacy Policy, and in accordance with all applicable data protection laws (including all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended). You hereby confirm that (i) you have and rely upon an adequate legal basis, including consent where required, to collect, process, and transfer Clients’ personal data to us, and (ii) you collect and process Clients’ personal data in accordance with applicable laws. You will indemnify Until from and against any and all claims, including third party claims, liabilities, and expenses including reasonable legal fees, resulting from any breach of this clause.
  4. Property.
    We are not responsible for any property you or your Clients leave behind in any of our Premises. It is your and your Clients’ responsibility to ensure that personal items are secure. We will be entitled to dispose of any property remaining in any of our Premises and you and your Clients waive any claims or demands regarding such property or our handling of such property.
  5. Other members.
    We do not control and are not responsible for the actions of other individuals that you or your Clients interact with whilst receiving the Services or otherwise being in the Premises or any of our other buildings or on the Until webapp, including other Until members and their clients. We do not endorse, support or verify the facts, opinions or recommendations of our Until members. If a dispute arises between users, we have no responsibility or obligation to participate or mediate, and shall have no liability whatever to any party, in relation to the same except to the extent that such dispute is the result of Until’s negligence or wilful misconduct.
  6. Third party products or services (including Tech Platforms, Apps, Portals). The Services do not include, and Until is not liable for, the provision of products or services by third parties that you or your Clients may elect to purchase or use in connection with your Until membership (Third Party Services), even if they appear on an Until invoice. Third Party Services are provided solely by the applicable third-party service provider (Third Party Service Provider) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. Additionally, during the Term, you and your Clients may have access to certain platforms, apps, or portals as part of your Until membership. To the extent such platforms, apps, or portals have their own terms of use, such terms shall govern use of the applicable system. For those without terms of use, such platforms, apps, or portals shall be provided to you and your Clients “as-is”, and without any representations or warranties whatever by Until.
  7. Your Additional obligations
  8. It is your responsibility to ensure that, throughout the Term:
  9. the information provided in your Until Member Account application process is complete and accurate in all respects;
  10. you cooperate with us in all matters relating to the Services;
  11. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  12. you prepare and maintain the spaces within the Premises that you use during any receipt of the Services in good, clean condition and in a manner appropriate for the receipt of the Services, all to be determined at our discretion;
  13. you obtain and maintain all necessary licences, permissions and consents which may be required for you to receive the Services and carry out your business operations from our Premises before the Commencement Date, including all applicable professional or other qualifications required for you to be able to supply the services you provide to your Clients. You are also required to obtain the levels of insurance cover specified in clause 8.9. On request you will provide us with copies of all such documentation appropriate to evidence the requirements of this clause;
  14. you comply with all applicable laws in relation to: your use of the Services, including health and safety laws and all of our rules, regulations and instructions related to occupation or use of the Premises; and the operation of your business to your Clients and any Guests, including the Equality Act 2010; and
  15. you keep any of our materials, equipment, documents and other property provided to you by us (Our Materials) in the areas of the Premises in which you operate your business in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.
  16. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1, or you or your Clients otherwise breach this Agreement (Your Default):
  17. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services. In certain circumstances Your Default may entitle us to terminate the Agreement under clause 10;
  18. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
  19. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  20. Membership fees and other fees And Until Credits
  21. In consideration of us providing the Services you must pay the membership (Membership Fees) and any fees for Services provided by us in excess of your Member Package (as booked by you via your Until Member Account) and any other services provided by us at the then current rates specified on the Until webapp in accordance with this clause 6.
  22. Your Member Package will continue for the duration of the Term (unless changed by you in accordance with clause 3.15). As part of your Until Member Account set up, you will be required to set up a monthly direct debit to cover your Membership Fees and other fees incurred by you. We may, at our discretion, also require debit or credit card details from you to cover payments due in the event you cancel your direct debit (debit or credit cards will only be charged if Membership Fees or other fees are due from you and we are unable to obtain these by direct debit). We will collect payments for Membership Fees and other fees due from you on the 1st day of each month during the Term. If we are unable to collect direct debits due, or charge your additional payment method, on the due date (for any Membership Fees or other fees due under this Agreement) for any reason: we may charge interest at a rate of 4% above the Bank of England base rate from time to time for the duration of the time between payment being due and being received into our bank account; and/or your and your Clients’ use of the Services may be immediately suspended or terminated.
  23. We reserve the right to increase or decrease Membership Fees or other fees at our sole discretion, or to introduce different pricing for peak and non-peak times (these times shall be specified in the Until webapp and / or on our website) upon thirty (30) days’ prior notice to you.
  24. In addition to the Membership Fees, different sets of credits can be purchased via your Until Member Account to pay for additional Services which are not included in the applicable Membership Fees. Until Members on the “Flex” Member Package receive credits, to the value of the Membership Fee they pay, each month. Any additional Services required by Until Members on the “Flex” Member Package will require additional credits to be purchased.
  25. All credits remain valid for the validity period stated at the point of purchase, from the date of purchase and shall expire thereafter. All credit purchases are non-refundable and non-transferable. Some Services are offered by us outside of the credit system and are charged at the applicable fees for such Services as set out on the Until webapp.
  26. If you need to cancel a non-recurring / one-off booking for any reason, you can do this directly within our app or can notify the community team through any of the official channels and provide no less than 24 hours’ prior notice. If non-recurring / one-off bookings are cancelled with more than 24 hours’ prior notice a refund of the credits applied, or other payment method used for the booking, will be provided. Failure to provide the requisite advanced notice of cancellation of bookings will mean that the credits applied, or other payment method used, to pay for the applicable Services related to that booking will be forfeited and are non-refundable. Recurring bookings cannot be cancelled and no refunds will be paid for recurring bookings which are not used.
  27. All Membership Fees and other fees under this Agreement are inclusive of VAT.
  28. Additional information on the Services that are included within the different Member Packages and Services which require the purchase of additional credits is set out in Appendix B.
  29. Intellectual property rights
  30. All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
  31. You and your Clients may not take, copy or use for any purpose (a) the name “Until” or any of our other business names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material, other identifiers or other intellectual property (Intellectual Property); (b) any derivations, modifications or similar versions of the same; or (c) any photographs or illustrations of any portion of a Premises, for any purpose, including competitive purposes, without our prior written consent, provided that during the Term you will be able to use “Until” in plain text to accurately identify an address or office location. You acknowledge that Until owns all right, title and interest in and to its Intellectual Property. You may not claim or register, or attempt the same, for ownership rights of any of our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising, including domain names, social media handles, or any form of media invented in the future without our prior written consent. You may not, directly or indirectly, interfere with or object to, in any manner, our ownership rights or the use of our Intellectual Property or engage in any conduct that is likely to cause confusion between Until and yourself, without our prior consent.
  32. You and your Clients may not take, copy or use any information or intellectual property belonging to other member companies or their clients or guests, including any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
  33. Limitation of liabilityYour Attention is Particularly Drawn to This Clause
  34. Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
  35. death or personal injury caused by negligence;
  36. fraud or fraudulent misrepresentation; and
  37. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
  38. Nothing in this Agreement limits any liability under any indemnity set out in this Agreement.
  39. Subject to clause 8.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:
  40. loss of profits;
  41. loss of sales or business;
  42. loss of agreements or Agreements;
  43. loss of anticipated savings;
  44. loss of use or corruption of software, data or information;
  45. loss of or damage to goodwill; and
  46. any indirect or consequential loss.
  47. Subject to clauses 8.1, 8.3, 8.5 and 8.6, our total liability to you arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total fees paid under the Agreement in the 12 months prior to the cause of action arising.
  48. In view of the commitments provided by Until pursuant to this Agreement, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
  49. To the extent permitted by law, you, on your own behalf and on behalf of your Clients, and your or their employees, agents, guests and invitees, waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable legal fees against Until and our successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Until Parties”) and our landlords at the Premises resulting from injury or damage to, or destruction, theft, or loss of, any property or person.
  50. To the extent permitted by law, you will indemnify the Until Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable legal fees, resulting from any breach or alleged breach of this Agreement by you or your Clients or your or their guests or invitees or any of your or their actions or omissions, except to the extent a claim results from the negligence, wilful misconduct or fraud of the Until Parties. You are responsible for the actions of and all damages caused by all persons that you, your Clients or your or their guests invite to enter any of the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Until Parties unless you have first obtained our or the relevant Until Party’s written consent. None of the Until Parties shall be liable for any obligations arising out of a settlement made without its prior written consent.
  51. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
  52. You are responsible for maintaining, at your own expense and at all times during the Term, insurance in a form and amount appropriate to your business. As a minimum, you shall (throughout the Term and for a period of two years after the expiry or termination of this Agreement), maintain in force, with a reputable insurance company, public liability insurance at an amount not less than £2,000,000, employers liability insurance at an amount not less than £2,000,000 and professional indemnity insurance at an amount not less than £500,000 to cover the liabilities that may arise under or in connection with this Agreement and shall produce to Until on request both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
  53. This clause 8 will survive termination of the Agreement.
  54. Confidentiality For the purposes of this clause, Confidential Information means: ((a) any and all information being clearly designated, labelled or marked as confidential; (b) any information that would be regarded as confidential by a reasonable business person relating to (i) the business, affairs, customers, clients, suppliers, plans, intentions or market opportunities of a party; or (ii) the operations, processes, product information, know-how, designs, trade secrets or software of a party; and (c) any information or analysis derived from any information regarded as confidential pursuant to (a) or (b).
  55. We each undertake that we will not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any Confidential Information of the other party except as permitted by clause 9.2.
  56. We each may disclose the other's Confidential Information:
  57. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such Confidential Information for the purposes of exercising our respective rights or carrying out our respective obligations under the Agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 9; and
  58. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  59. Each of us may only use the other's Confidential Information for the purpose of fulfilling our respective obligations under the Agreement.
  60. Termination, consequences of termination and survival
  61. Termination without cause
  62. Your Agreement can be terminated by you or us at any time on 30 days’ written notice to the other party. Any credits unused by the end of this notice period are non-refundable and non-transferable.
  63. We may also immediately terminate any of your Clients’ access to any Premises at our sole discretion. We do not provide refunds, with respect to any amounts already paid, upon termination or expiry of your Until membership or this Agreement, including for any additional Services booked by your Clients. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiry of this Agreement or your Until membership. We may also terminate your Until membership with thirty (30) days’ prior notice if we discontinue the Until membership program, in whole or in part, at our sole discretion.
  64. Termination with causeWithout limiting any of our other rights, we may suspend the performance of the Services, or terminate the Agreement with immediate effect by giving written notice to you if:
  65. you commit a material breach of any term of the Agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
  66. you fail to pay any amount due under the Agreement on the due date for payment;
  67. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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;
  68. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
  69. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Agreement has been placed in jeopardy.
  70. Consequences of termination
  71. On termination of the Agreement you must return all of Our Materials which have not been fully paid for. If you fail to do so, then we may enter the areas of the Premises in which you operate your business, or your other premises, and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and must not use them for any purpose unconnected with the Agreement.
  72. Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.
  73. SurvivalAny provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  74. Events outside our control
  75. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control, including: any delays or changes in construction of, or Until’s ability to procure any space in, any Premises; any conditions under the control of our landlord at the applicable Premises; acts or orders of Government; acts of God; epidemics or pandemics; or public health emergencies (Event Outside Our Control).
  76. If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:
  77. we will contact you as soon as reasonably possible to notify you; and
  78. our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
  79. You or Until may terminate the Agreement affected by an Event Outside Our Control which has continued for more than 30 days by providing 30 days’ written notice.
  80. Non-solicitation
    You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of 12 months following termination of the Agreement.
  81. Communications between us
  82. When we refer to "in writing" in these Until Member Terms, this includes email.
  83. Any notice or other communication given by one of us to the other under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
  84. A notice or other communication is deemed to have been received:
  85. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
  86. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
  87. if sent by email, at 9.00 am the next working day after transmission.
  88. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
  89. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  90. General
  91. Assignment and transfer
  92. We may assign or transfer our rights and obligations under the Agreement to another entity but will always notify you in writing.
  93. You may only assign or transfer your rights or your obligations under the Agreement to another person if we agree in writing.
  94. WaiverIf we do not insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
  95. SeveranceEach paragraph of these Until Member Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
  96. Third party rightsThe Agreement is between you and us. You agree that, except as otherwise expressly provided in this Agreement, including with respect to your Clients, no other person has any rights to enforce any of its terms.
  97. Nature of these Terms Notwithstanding anything in this Agreement to the contrary, this Agreement shall in no way be construed so as to grant you or your Clients any title, easement, lien, possession or related rights in our business, the Premises or anything contained in our Premises. This Agreement creates no tenancy interest (including any security of tenure), leasehold estate, or other real property interest.
  98. Relationship of the partiesYou and we are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by this Agreement. Neither party will in any way misrepresent our relationship.
  99. Compliance with LawsYou hereby represent and warrant that at all times you and your Clients have conducted and will conduct your operations ethically and in accordance with all applicable laws and any professional rules, regulations or codes of conduct which apply to your business.
  100. Counterparts and Electronic SignatureThis Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement in accordance with applicable law. This Agreement may be executed using electronic means and the use of electronic signatures by the parties will have the same full force and legal effect as if the electronic signatures were traditional hand-written signatures in accordance with applicable law. You acknowledge that you have the ability to retain this Agreement either by printing or saving it.
  101. InterpretationThe section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.
  102. Governing law and jurisdictionThe Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.

MEMBERSHIP T&C'S

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