Terms and Conditions

1. Information about us and our service

1. Coherent® is a workspace management tool provided as an online software subscription service (the Service) and accessible via www.coherent.work. The Service is provided by We Are Coherent Limited (we or us). We are registered in England and Wales under company number 09021959 and have our registered office at The Old Church School, Butts Hill, Frome, Somerset, BA11 1HR.
2. The Service is designed to be used by the following types of user (each a User):
   1. workspace operators (Operators);
   2. organisations and businesses who are members of a workspace (Members); and
   3. individuals, either within Member organisations or using the Service of their own accord (Individuals).
3. The functionality of the Service may differ depending on whether you are an Operator, a Member or an Individual.

2. Information about these terms

1. These terms and conditions (Terms) govern the provision of the Service by us and its use by Users. Please read these Terms carefully as you must accept them before using the Service. You must accept these Terms where indicated as part of the sign-up process.
2. Your continued use of the Service indicates your acceptance of these Terms. If you do not accept and abide by these Terms, you may not use the Service.
3. We may change these Terms at any time by amending this page. We may notify you by email if significant changes are made, but please check this page from time to time as any changes will be binding on you if you continue to use the Service.
4. These Terms are governed by the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction over any dispute arising out of or in connection with these Terms. Individuals based in Scotland or Northern Ireland may choose to bring proceedings in their own respective jurisdiction.

3. Other terms that may apply to you

1. There may be other terms that apply to you when you use the Service. In particular, please note that our Privacy Policy applies to certain information that you provide to us.

4. Changes to the Service

1. We may update the Service from time to time and may change any of the content that is uploaded by us or our licensors at any time. However, we are under no obligations to update the Service and we do not guarantee that the Service, or any content on it, will be free from errors or omissions.
2. We may modify, suspend or discontinue the Service with or without notice at any time and without any liability to you.

5. Availability of the Service

1. By using the Service, you acknowledge that the Service is provided on an “as is” and “as available” basis. We do not guarantee that the Service, or any content in it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Services at any time for routine maintenance, release of upgrades to the Services, or at our reasonable discretion. We will try to give you reasonable notice of any suspension or withdrawal.

6. Your location

1. The Service is intended for use by persons located within the UK only. If you attempt to access the Service outside the UK, we do not guarantee that the Service will be available.

7. Your account

1. Regardless of whether you are an Operator, a Member or an Individual, you will need to sign up for an account in order to use the Service. Your account is for use by the named account holder only and you must not disclose your account details to any other person. You are responsible for keeping your account details safe and secure.
2. We have the right to disable your account at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.
3. If you know or suspect that anyone other than you knows your account details, you must promptly notify us at hello@coherent.work.
4. We reserve the right to disable or terminate your account if you have failed to log into your account for a period of twelve months. We will notify you by email in advance of disabling or terminating your account.
5. Payment may be required for your use of our Service and this will be made clear when you sign up for an account. The payment terms, such as when payment is due, will also be shown on the registration page. Failure to make any payments when due will result in your account being suspended or terminated.

8. Bookings and invoicing

1. The Service may allow Members and/or Individuals to make workspace bookings with Operators. We act only as an intermediary in this bookings process and we expressly disclaim all liability to Operators, Members and Individuals in relation to any bookings made, changed or missed.
2. Operators may issue invoices to Members and/or Individuals through the Service. Invoices will come from the Operator and are not our responsibility.
3. Members and/or Individuals can make payments of invoices through the Service. Payments are made via a payment gateway to the relevant Operator’s account with the payment gateway provider. We are not responsible for the payment of invoices and we will not be held liable to the Operator for any late or failed payments.

9. Intellectual property rights

1. We own all right, title and interest in and to the Service, including without limitation all intellectual property rights in the Service and all associated software. These rights are protected by international intellectual property laws. We are also the owner or licensee of all content in the Service.
2. You must not copy, reproduce, alter, modify or create derivative works from the Service.
3. You retain the intellectual property rights in any content that you upload, transmit or store in your account and you grant us a non-exclusive, worldwide licence to use such content for the purposes of providing the Service.

10. Third party content

1. The Service may include information and materials uploaded by other users of the Service. We do not have any obligation to monitor such content and we do not guarantee that such content has been verified or approved by us.

11. Your use of the Service

1. You warrant that you have all necessary right, power and authority to enter into these Terms and to perform the obligations set out herein.
2. You must use this Service in compliance with all applicable laws, rules and regulations and in accordance with these Terms. You agree not to use the Service for any unlawful, fraudulent or inappropriate purpose.
3. If you upload content to the Service or make contact with other users of the Service, you must ensure that any contribution:
   1. is accurate and up-to-date;
   2. is not unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable (as reasonably determined by us);
   3. does not promote violence, sexually explicit material, illegal activity or discrimination of any kind;
   4. does not contain any viruses, bugs or other malicious code;
   5. does not infringe another person’s rights, including intellectual property rights; and
   6. is not threatening or abusive, and does not cause annoyance, alarm, embarrassment or distress to any other person.
4. You warrant that any content you upload or contributions you make comply with the standards above, and you indemnify us for any breach of that warranty.
5. We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Service constitutes a violation of their intellectual property rights, or of their right to privacy.
6. We have the right to remove any content you upload to the Service if, in our opinion, that content does not comply with the standards above.
7. You are solely responsible for securing and backing up your content.

12. No reliance on information

1. The content of the Service is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content of the Service.

13. Third party links

1. The Service may include links to other sites and resources provided by third parties. These are provided for your information only and should not be interpreted as approval or endorsement by us of those linked websites or information you may obtain from them.
2. We have no control over the content of any third party sites or resources that we link to. Such sites and resources will have their own terms and conditions and you should make sure you review these before you use those sites.

14. Viruses

1. We do not guarantee that the Service will be secure or free from bugs or viruses.
2. You are responsible for configuring your information technology, computer programmes and platform to access the Service. You should use your own virus protection software.
3. You must not misuse the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Service, the server on which the Service is stored or any server, computer or database connected to the Service. You must not attack the Service via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Service will cease immediately.

15. Termination and cancellation

1. You may cancel your use of the Service and/or terminate these Terms at any time by providing notice to us at hello@coherent.work. Any terminated account may continue to exist for up to one calendar month before cancellation takes effect.
2. We may terminate the Service and/or these Terms, or suspend or terminate your account, at any time and for any reason. We will notify you via email of any such termination, suspension or cancellation, which shall be effective immediately upon delivery of the email.
3. In the event of termination howsoever arising, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account.

16. Indemnification

1. You will indemnify us and our subsidiaries, affiliates, officers, agents and employees against any third party claim arising out of or connected with your use of the Service.

17. Limitation of liability

1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
2. We exclude all implied conditions, warranties, representations or other terms that may apply to the Service.
3. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, the Service or your use of or reliance on any content in the Service;
4. In particular, we will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
5. Our aggregate liability to you will not in any event exceed an amount equal to the subscription fees paid by you to us in the 12-month period preceding an alleged breach.

18. General

1. Force Majeure
   1. We shall not be in breach of these Terms nor liable for any delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.
2. Assignment and other dealings
   1. You may not assign, sub-contract, charge or otherwise transfer or deal with any of your rights or obligations under these Terms without our prior written consent.
   2. We shall be entitled to assign, sub-contract, charge or otherwise transfer or deal with any of our rights or obligations under these Terms without the prior written consent of any user.
3. Waiver
   1. A failure or delay by us to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
4. Severance
   1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
5. Entire agreement
   1. These Terms constitute the entire agreement between you and us, and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
6. Third party rights
   1. No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of the Terms.