NO HQ – Terms and Conditions
1. Introduction
1.1. NO HQ provides an online platform, which is accessible through our website at www.NOHQ.co.uk (the “Site”), that connects (a) landlords and other providers of commercial office space (“ Hosts”); and (b) individuals or businesses (each, a “Client”) seeking to rent or otherwise use office space (collectively the “ Service”).
1.2. The Service allows (a) Hosts to advertise available commercial office space (“Space”) by listing the Space on the Site (“ Listings”); and (b) Clients to search for and enter into agreements to occupy the available Space directly with the Hosts (a “Space Agreement ”).
2. Information about us
The Service is operated by AndCo Works Ltd trading as AndCo. We are a limited company registered in England. Our registered company number is 10809914, and our registered office is at 2nd Floor 32-33 Gosfield Street, Fitzrovia, London, United Kingdom, W1W 6HL. Our VAT registration number is 272 8325 91.
3. Your personal information
Please see our Privacy and Cookies Policy www.nohq.co.uk to understand how we collect, use and share information that relates to you.
4. Terms that apply to our relationship with you
4.1. These “Terms of Business” govern the relationship between NO HQ and Hosts and between NO HQ and Clients (Hosts and Clients collectively referred to in these Terms of Business as “you ”). It does not govern the relationship between Hosts and Clients which shall be subject to their own Agreement entered into by the relevant Client and Host.
4.2. Your use of the Service is subject to these Terms of Business and by using the Service you agree to be bound by them.
4.3. These Terms of Business contain the only terms and conditions that apply to our relationship with you. We intend to rely on these Terms of Business as setting out the written terms of our agreement with you for the provision of the Service. Unless we expressly agree with you otherwise, this means that any standard terms which you might use will not apply to our relationship.
4.4. We reserve the right to change these Terms of Business from time to time, but the most current version of the Terms of Business will always be at https://www.nohq.co.uk/terms-of-service. Any changes will take effect on the date that we publish the new Terms of Business on the Site. Changes will usually occur because of new features being added to the Service, changes in the law or where we need to clarify our position on something. They will not affect any existing relationships between Hosts and their Clients (such as the NO HQ Fee), but will affect any new Clients or Hosts that subscribe to our Service, or any Listings posted or Space Agreements entered into after the changes take effect. Normally, we will try to give you some warning before the new terms become effective; however, sometimes changes will need to be made immediately and if this happens we will not give you any notice.
5. Using NO HQ service:
5.1. The following minimum eligibility criteria apply:
5.1.1. You must be at least 18 years of age; and
5.1.2. Be authorised by the company that you work for to (i) in the case of a Host, apply to create a listing or (ii) in the case of a Client, express an interest in any Space.
5.2. It is your responsibility to ensure you satisfy all of the minimum eligibility criteria set out above before choosing to use us. By doing so, you confirm to us that you do meet all of the minimum eligibility criteria.
5.3. You must provide us with accurate, complete and up-to-date contact information, including name, email address and any other relevant information we may require.
5.4. You are responsible for the information you provide to us. You must promptly inform us in the event of any changes to this information.
6. Creating a Listing
The following section applies to Hosts only.
6.1. As a Host, you appoint NO HQ to promote and market your Space on an exclusive basis for a period of one calendar month, commencing from the effective date of this agreement, on the terms of these Terms of Business. If you are already promoting your Space elsewhere, there will be no exclusivity granted to NO HQ. You must provide visual evidence that the Space is being promoted elsewhere prior to the date of first discussion between the Space and NO HQ.
6.2. You may be asked to provide information about the Space, including the office type, capacity, price per month (per person or per office) (the “Space Fee”), VAT registration details (if any), availability, building address, list of facilities (if any) (such as Wi-Fi, furniture, lockers, showers, roof terrace, meeting rooms, 24 hour access, kitchen, bike storage, mailing address and disabled access), contact number, a description of the building and any other relevant information we may require in respect of your Listing. We may also add photos of the Space.
6.3. NO HQ reserves the right to remove any Listing if it receives notice from any third party claiming to have an interest in the Space (for example the property owner) that requires NO HQ to remove the Listing.
6.4. You represent and warrant that:
6.4.1. you:
6.4.1.1. are the owner of leasehold or freehold property (“ Property Owner”) ; and/or
6.4.1.2. have the right, authority or permission from the Property Owner for NO HQ to list such Space;
6.4.2. the Space is in compliance with all applicable laws and regulations;
6.4.3. entering into a Space Agreement in relation to the relevant Space will not breach any agreement with any third party including any lease or sublease;
6.4.4. the Listing is accurate and truthful and shall set out all fees payable in respect of the use of the Space (including, by way of example, charges relating to use of facilities, service charge);
6.4.5. the Space Fees offered through the Service shall be the lowest price available in respect of the Space (insofar as a similar listing is available on the Host’s or its affiliate’s websites or applications or any third party websites or applications in relation to the Space);
6.4.6. you shall promptly respond to any and all enquiries made by NO HQ and/or a Client in respect of the Space;
6.4.7. you shall promptly advise NO HQ of the terms of any Space Agreement once entered into with a Client;
6.4.8. at NO HQ’s request, you shall provide NO HQ, within 14 calendar days of the request, with any and all information reasonably requested by NO HQ relating to the Space Agreement;
6.4.9. you shall, during the Chargeable Term (as defined in paragraph 10 below) promptly advise NO HQ of any change to the Space Fees or the Space Agreement in respect of the Space;
6.4.10. you shall keep NO HQ informed of the current status of the Space and advise NO HQ in writing if the Space ceases to be available; and
6.5. You shall indemnify, defend and hold harmless NO HQ against all losses that NO HQ incurs or suffers however arising as a result of or in connection with:
6.5.1. your breach of the warranties set out in paragraph 6.4;
6.5.2. your breach or negligent performance or non-performance of any obligations under these terms; and/or
6.5.3. any claim made by a Client or any third party arising out of or in connection with the provision of the Space, to the extent that such claim arises as a result of any breach of these terms by, or the negligence of, the Host or its personnel;
6.5.4. any claim made by a Property Owner arising out of or in connection with any Listing or Space Agreement entered into with a Client.
7. Services
7.1. NO HQ will work with Hosts with the creation of Listing, including preparing a description of the Space and may need to take photographs of the space for the fee discussed.
7.2. NO HQ will be the owner of any text, images or other materials that we create in the course creating the listing. We grant you a limited, non-sub-licensable, non-transferable licence to view the New Materials in connection with viewing and amending your Listing only. This licence is personal to you and you are not permitted to give the New Materials to any other person or to use the New Materials for any other purpose, including (without limitation) uploading any New Materials to your or any other website.
8. Enquiries and Viewings
8.1. As a Client, you are responsible for ensuring that a Space is suitable to your needs, and for conducting any appropriate checks on the Space and the Host. You can do this by asking any questions or by contacting NO HQ directly and arranging viewings to view the Space .
9. Entering into a Space Agreement
9.1. We will advise the Host of Clients interested in their Space, either through the applicable functionality on the Service or by contacting the Host directly.
9.2. The Host is responsible for reviewing and confirming the suitability of a Client before entering into a Space Agreement, including by conducting any checks or obtaining any references.
9.3. The Host will be responsible for contacting the Client directly and entering into a Space Agreement with the Client where appropriate. NO HQ may assist in this respect at its discretion, but does not determine or negotiate any terms of the Space Agreements entered into between Hosts and Clients.
9.4. NO HQ itself is not a party to any agreements entered into between the Hosts and Clients in connection with any Space, nor is NO HQ an owner, lessor, licensor, manager, or insurer of any Space. NO HQ therefore has no control over and disclaims all liability in respect of the conduct of Hosts, Clients and other users of the Site and Service or any Space, including with respect to non-payment of any amounts due to Hosts by Clients under a Space Agreement or any non-conformity of a Space with the descriptions or pictures provided in a Listing.
9.5. You must keep NO HQ informed in relation to any Space Agreement you enter into (including any amendments or termination).
9.6. You agree to provide such feedback, rankings and reviews as NO HQ may reasonably request in respect of any Space Agreement and/or Space.
9.7. You must ensure that any feedback you provide conforms with these Terms of Business, including ensuring that it does not contain any Prohibited Content (as defined below).
10. Fees
10.1. If you are a Host and you enter into a Space Agreement with a Client that was referred to you by us either directly or through the NO HQ website (the Service) we will charge you:
10.1.1. a fee of 20% of the Space Fee payable to you by the Client, which will be payable by you to us on the commencement date of the Space Agreement.
10.2. In the event that the Space Agreement terminates before the end of the Chargeable Term then you shall be entitled to a pro rata refund of the NO HQ Fee, subject to the provision of satisfactory evidence to NO HQ that the Space Agreement has ended, and provided that you promptly inform NO HQ if and when a Space Agreement terminates or expires.
10.3. In the event of any change to the Space Fee payable by a Client to a Host (or any of their respective affiliates) during the Chargeable Term, including where the Host and the Client (or any of their respective affiliates) agree that the Client will occupy a new Space or to reduce the size of an existing Space:
10.3.1. the Host shall pay to NO HQ on a pro rata basis any additional NO HQ Fee payable in respect of the increased Space Fee; or
10.3.2. NO HQ shall refund to the Host on a pro rata basis any NO HQ Fee paid by the Host in respect of the decreased Space Fee; or
10.3.3. the NO HQ Fee shall be adjusted to take into account the increase or decrease in the Space Fee from the date of such increase or decrease in the Space Fee.
10.4. The NO HQ Fee exclude VAT (if applicable), which shall be payable at the same time as the NO HQ Fee.
10.5. NO HQ will submit an invoice in respect of the NO HQ Fee when the Client takes occupation of the Space. Subsequent invoices will be raised in advance as appropriate. The Host agrees to pay all invoices within 14 calendar days of the date of the invoice.
10.6. If the Host fails to make any payment due to NO HQ by the due date for payment, then the Host shall pay interest on the overdue amount at the rate of 8% per cent per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Host shall pay the interest together with the overdue amount. In addition to claiming interest, NO HQ may charge a fixed sum for the cost of recovering a late commercial payment, as is outlined below:
Amount of Debt
Up to £999.99 - £40
£1,000 to £9,999.99 - £70
£10,000 or more - £100
We reserve the right to pursue any available legal remedy to collect the amount owed by the Host. However, charges will continue to be incurred until the Account is closed.In addition to claiming interest, we may charge a fixed sum for the cost of recovering a late commercial payment.
10.7. The Host shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
11. Referrals
11.1. We will consider that a Client has been referred to you by us through the Service, and that our NO HQ Fee or Monthly NO HQ Fee will become payable if you enter into a Space Agreement with a Client and:
11.1.1. the Client first contacted the Host, or arranged a first Viewing through NO HQ;
11.1.2. we first contacted the Host on behalf of the Client or arranged a first Viewing on behalf of the Client,unless the Host can prove with documentary evidence, to our reasonable satisfaction, within 2 working days of the date of first introduction to the Host, that the Host has previously been in contact with the Client other than through the Service.
11.2. In the event of a disputed introduction, the Host must provide all related information and documentation in support of its dispute. NO HQ agrees to review this information, together with its own documented evidence, in good faith, and determine whether the Upfront NO HQ Fee or Monthly NO HQ Fee are due. NO HQ’s determination on the matter shall be final and binding on the Host.
12. Intellectual property rights
12.1. All intellectual property rights in the Service and any content made available through the Service (including any content, text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors. We give you permission to use these materials and content for the sole purpose of using the Service in accordance with these Terms of Business.
12.2. Except as expressly set out here, nothing in these Terms of Business gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Service. In the event you print off, copy or store pages from the Service (only as permitted by these Terms of Business), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.
13. Confidentiality
13.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by paragraph 15.2.
13.2. Each party may disclose the other party’s confidential information:
13.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms of Business. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this paragraph 15; and
13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Terms of Business.
14. Service suspension and termination
14.1. NO HQ may, with or without prior notice, terminate these Terms of Business or suspend and/or terminate any Service and/or your use of your Account in the event that:
14.1.1. you have breached any of these Terms of Business;
14.1.2. you fail to pay any correctly billed charges when due;
14.1.3. you become insolvent or make composition with your creditors or petition for your own bankruptcy or have a bankruptcy petition presented against you, or are subject to any event or proceedings which are equivalent or substantially similar under any applicable jurisdiction; or
14.2. NO HQ may also terminate these Terms of Business or terminate any Service provided we give you reasonable notice of our intention to do so.
14.3. If you have breached these Terms of Business, NO HQ may take such action as it deems appropriate. Such a breach by you may result in our taking, with or without notice, all or any of the following actions:
14.3.1. issue of a warning to you;
14.3.2. immediate, temporary or permanent withdrawal of your right to use any Service;
14.3.3. legal proceedings against you for reimbursement of all recoverable loss and damage resulting from the breach; and/or
14.3.4. disclosure of all relevant information to law enforcement authorities as we reasonably feel is necessary.
14.4. The responses described above are not limited, and NO HQ may take any other action it deems appropriate.
14.5. Upon termination of these Terms of Business or Service or your Account, for any reason:
14.5.1. all rights granted to you under these Terms of Business will immediately cease;
14.5.2. you must promptly discontinue all use of the relevant Service; and
14.5.3. you must pay NO HQ all outstanding amounts that you owe to NO HQ.
15. Our liability
15.1. Nothing in these Terms of Business shall limit or exclude NO HQ liability to you:
15.1.1. for death or personal injury caused by NO HQ’s negligence;
15.1.2. for fraudulent misrepresentation;
15.1.3. for any other liability that, by law, may not be limited or excluded.
15.2. Subject to paragraph 17.1, in no event shall NO HQ be liable to you for indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses. In any event, any liability we do have for losses you suffer arising from these Terms of Business shall not exceed the charges payable by you for the relevant Service in that 12-month period and is strictly limited to losses that were reasonably foreseeable. To the extent that you have not paid us anything, we will have no responsibility to you whatsoever.
15.3. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Business that is caused by events outside our reasonable control.
15.4. NO HQ may, from time to time, with or without prior notice, temporarily suspend the operation of the Service and/or the Site (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality. In addition, due to the nature of the Internet and technology, the Service is unfortunately provided on an “as available” and “as is” basis. This means that we are unable to promise that your use of the Service will be uninterrupted, without delays, error-free or meet your expectations and we do not give any commitment relating to the performance or availability of the Service in these Terms of Business and, to the extent we are able to do so, we exclude any commitments that may be implied by law.
15.5. Since NO HQ itself is not a party to any agreements entered into between the Hosts and Clients in connection with any Space, we will have no liability in respect of the Space or Space Agreement, including:
15.5.1. any non-payment of any Space Fees or other charges payable by the Client to the Host;
15.5.2. any damage to any Space caused by a Client or by any other person;
15.5.3. any losses suffered by a Client as a result of the unsuitability of, or any defect in, the Space.
15.6. Whilst we try to make sure that all information provided through the Service is correct, it is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information. In addition, as we do not own or produce any User Content or other third party content made available on our Service, we cannot be responsible for it in any way. You agree that your use of any content made available to you on the Service is on an 'as is' and 'as available' basis and at your sole risk.
15.7. Except to the extent provided expressly herein, we make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Service and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Service or relying on any of its content.
15.8. We cannot and do not guarantee that any content of the Service will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.
16. Complaints, notice and takedown policy
16.1. Complaints about any User Content, or any other content available through the Service, must be sent to tomw@nohq.co.uk and must contain details of the specific User Content giving rise to the complaint.
16.2. Any person may contact us by sending us notice (an “ Infringement Notice”) if any of the User Content or other content available through the Service infringes their rights. The Infringement Notice should be sent by email to tomw@nohq.co.uk. Please provide the following information in the Infringement Notice:
16.2.1. your name and contact details;
16.2.2. a statement explaining in sufficient detail why you consider that the content available through the Service infringes your rights or fails to comply with these Terms of Business; and
16.2.3. a link to or such other means of identifying the problematic content.
16.3. We will take the action that we believe is appropriate depending on the nature of the Infringement Notice or complaint, and will aim to respond to you within a reasonable period of time on the action we propose to take.
17. External links
17.1. The Service may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of or association with their operators or promoters.
18. General
18.1. You may not transfer or assign any or all of your rights or obligations under these Terms of Business.
18.2. All notices given by you to NO HQ must be given in writing to the address set out at the end of these Terms of Business. NO HQ may give notice to you at either the email or postal address you provide to NO HQ when registering on the Site.
18.3. If NO HQ fails to enforce any of its rights, that does not result in a waiver of that right.
18.4. If any provision of these Terms of Business is found to be unenforceable, all other provisions shall remain unaffected.
18.5. These Terms of Business may not be varied except with NO HQ’S express written consent.
18.6. These Terms of Business and any document expressly referred to in them represent the entire agreement between you and NO HQ in relation to the subject matter of any agreement. NO HQ is required by law to advise you that agreements may be concluded in the English language only and that no public filing requirements apply.
18.7. These Terms of Business shall be governed by English law. You agree that any dispute between you and NO HQ regarding these Terms of Business or any agreement will only be dealt with by the English courts.
19. Contacting NO HQ
19.1. Please submit any questions you have about these Terms of Business, or any complaint or concern in relation to any Service by email to tomw@nohq.co.uk or write to NO HQ at: 2nd Floor 32-33 Gosfield Street, Fitzrovia, London, United Kingdom, W1W 6HL.
Updated 1st July, 2024
