1. These terms
    1. Why you should read these terms. By using our website included.co or even just browsing it, you are agreeing to these Terms. We call our website and all the services that we provide via our website – the “included marketplace”. If you list, request or purchase any membership, office, goods or services for sale or rent through the Included Marketplace or use our services, these Terms apply to you.
    2. If you don’t agree with these Terms. If you don’t agree with these Terms, you may not use the included marketplace. Please read these terms carefully.
    3. What is included in these Terms. All policies mentioned in these Terms are a part of our Terms, so be sure to read the ones that are relevant for you. Read the rest of this document because all of the Terms apply to everyone that uses the included marketplace.
  2. Information about us and how to contact us
    1. Who we are. We are Included.co Limited a company registered in England and Wales. Our company registration number is 09248491 and our registered office is at 164 C/O Southside Accountants, Merton Road, London, England, SW19 1EG.
    2. References to “we” “us” and “our” and “included.co” are references to Included.co Limited. References to “you” and “your” are to you as a member, a vendor and/or a community operator, as the case requires.
    3. What do we do. included.co leverages the aggregated buying-power and reach of members at entrepreneurial communities in order to efficiently present both business solutions, usually with significant savings, and sales opportunities.
    4. included.co connects members and operators of entrepreneurial communities to business and lifestyle solutions, using aggregated buying-power to lower procurement, service and activation costs.
    5. How to contact us. You can contact us by telephoning our customer service team at at +44 20 3026 8809 or by writing to us at hi@included.co or via on-site chat.
    6. Key terms are defined in highlights and appear in bold in these Terms.
  3. How you can join and enjoy the benefits of the Included Marketplace
    1. The included marketplace is all about:
      • a community (community) is a physical or virtual collection of businesses, generally operating in shared offices or co-working spaces and includes business centers, accelerator and incubator facilities, investor portfolios and sharing-economy platforms and similar collective entrepreneurial enterprises.
      • solutions (solutions) are goods or services provided by vendors (vendors) that have been allowed by included.co to provide exclusive discounts to members of communities on the included marketplace.
    2. Hundreds of communities have joined the included marketplace.
    3. If you are an active member (member) of a community you can benefit from the included marketplace to acquire solutions at amazing discounts or offer your own solutions to other members.
  4. Members
    1. To become a member simply find a community to join on our platform, or you can get your community to register for included.co access for free via https://included.co/invite-space/.
    2. All active members of a community can register with included.co, and instantly become members to start benefitting from the included marketplace.
    3. If you are an active member of a community just register at https://included.co/already/ to become a member. We reserve the right – although we do not expect to do this very often – to refuse to register someone for any reason.
    4. Members must at all times be active members (on a weekly, monthly or annual basis) of a community, or use a day pass at a community at least once every fortnight.
    5. Only members can acquire solutions (and benefit from the discounts attached to them) on the included marketplace.
    6. Members can request bespoke or new solutions via our live chat concierge service, where members can speak with our customer support team to request solutions that aren’t found on the included marketplace.
    7. Members will benefit from the promise made by all vendors to deliver their solutions at beneficial commercial rates to members.
  5. Communities
    1. If you own or manage a community you can register your community with included.co at https://included.co/for/community-operators/.
    2. Follow the on-screen instructions to submit the details required and your community will be submited for verification and approval. We reserve the right – although we do not expect to do this very often – to refuse to register a community for any reason.
    3. Once you have created a profile for your community, its community profile (community profile) can go live on the included marketplace and you will be given access to the dashboard to handle the administration of the community, its members and all the benefits and revenues that go with membership.
    4. For information on fees and revenue sharing please go to clause 9 (Revenue Sharing) and clause 10 (How revenue sharing with each community works).
    5. We reserve the right to approve, reject, edit and disable any community profile as we see fit without notice.
  6. Vendors
    1. To sell goods and services on the included marketplace you do not need to be a member but you do need to register a business profile as a vendor and create an account under which you can list your solutions.
    2. We reserve the right – although we do not expect to do this very often – to refuse to register a vendor for any reason.
    3. Vendors may vary or remove solutions at any time from the included marketplace provided that they honour all requests for a solution received before the variation or removal of a solution was entered.
    4. For information on fees and revenue sharing please see clause 9 (Revenue Sharing).
    5. Each vendor acknowledges and agrees to adhere to the quality control procedures required by included.co and to respond to any requests for information made by included.co.
  7. A few rules about our accounts
    1. Each member, community, community operator and vendor will have an account (account) with included.co.
    2. When creating an account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your account is kept up-to-date.
    3. We require that you choose a strong password for your account. It is your responsibility to keep your password safe. You must not share your account with anyone else. If you believe your account is being used without your permission, please contact us immediately. We will not be liable for any unauthorised use of your account.
    4. You must not use anyone else’s account.
    5. Any personal information provided in your account will be collected, used, and held in accordance with your rights and our obligations under the Data Protection Act and the General Data Protection Regulation (GDPR), as set out in these Terms.
    6. If you wish to close and delete your account, you may do so at any time by emailing us at hi@included.co. Closing your account will result in the removal of your information from the included marketplace. Closing your account will also remove your content that you have created or uploaded from included marketplace. To avoid losing your content, please ensure that you download or save your content to your computer or device before closing your account.
    7. Here are a few more rules about accounts with included.co:
      1. You must be 18 or older to use included marketplace.
      2. You must not use false information or impersonate another person or company through your account.
      3. Use your full name to serve as the name associated with your account.
      4. You’re solely responsible for any activity on your account. If you’re sharing an account with other people, then the person whose billing information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you promise that you have the authority to agree to the Terms on behalf of the business. Also, your accounts are not transferable.
    8. These Terms don’t create any agency, partnership, joint venture, employment, or franchisee relationship between you and included.co.
  8. Using the included marketplace
    1. Communities can take advantage of discounted solutions offered by vendors on the included marketplace.
    2. Solutions are not provided by included.co but are instead provided by vendors over whom we do not have control.
    3. We sometimes issue invoices to members on behalf of vendors however we are still not responsible for the solution, the vendors remains at all times responsible for providing the solution and any problems with the solution.
    4. It is always your responsibility to satisfy yourself that you wish to purchase any solution before doing so. We will continuously strive to make this decision making process as efficient as possible.
    5. We are not responsible or liable for any loss or damage you may suffer or incur in connection with your purchase of any solution or for any acts, omissions, errors or defaults of any vendor in connection with that Solution.
    6. If you purchase any solution, you will be contracting with a vendor who will be providing that solution to you on their own terms and conditions. It is your responsibility to ensure that you understand and agree with those terms and conditions before entering into a contract to obtain that solution. We are not responsible or liable for any loss or damage you may suffer or incur in connection with the terms and conditions applying to any contract entered into by you with any vendor in relation to any solution or for any acts, omissions, errors or defaults of any vendor in connection with those terms and conditions.
  9. How solution billing and revenue sharing works
    1. Upon selling a solution a vendor may either:
      1. invoice members directly and provide included.co with details of the sale and included.co will invoice the vendor 10% (10% Commission) of the aggregate sale value; or
      2. allow included.co to invoice members and included.co shall remit 95% of the sale value to the vendor and retain 5% (5% Commission) of the aggregate sale value as commission.

        3. (the 10% commission and the 5% commission are each a “commission”)

    2. included.co and the vendors will invoice on a monthly basis, unless a total value of such invoices during a month is under £200 in which the invoicing will be on a quarterly basis.
    3. Any non-payment of any invoice issued by included.co pursuant to the commission arrangements described in clause 9.1 shall constitute a valid debt payable by the vendor and it may be enforced by included.co as a debt due and owing.
    4. A vendor’s obligation to pay commission to included.co in accordance with clause 9.1 continues after the vendor’s account is closed or its included.co membership is terminated (termination) for any reason in relation to any good or services that may be provided by the vendor to a member (or previous member) after the date of termination.
    5. The vendor acknowledges that its ongoing obligation to pay to commission under clause 9.4 is fair and reasonable due to the value to the vendor of included.co introducing the vendor to its members. Accordingly, if the vendor’s account is closed or its relationship with included.co ceases for any reason, the vendor undertakes to included.co to:
      1. inform included.co promptly every time that the vendor provides goods or services to a member (or previous member) at any time after termination; and
      2. account to included.co for commissions (calculated on the same basis as set out in clause 9.1) on goods or services provided by the vendor to a member (or previous member) after termination.
  10. How revenue sharing with each community works
    1. A community shall be entitled to receive 20% of revenue received by included.co in relation to solution requests and purchases made by it’s active members.
    2. included.co is entitled to receive 10% of revenue received for memberships, day passes or office/desk rentals by a community from members introduced to the community by included.co or the included marketplace.
  11. included.co as payment agent
    1. included.co may invoice members on behalf of vendors under clause 8.1.2 in which case members will make payments for a solution via included.co‘s preferred payment processor.
    2. If included.co collects payments for solutions on behalf of a vendor (vendor money), included.co will hold the vendor money in the payment processing account for and on behalf of the member until releasing it to the vendor.
    3. Subject to included.co not receiving a complaint from a member in relation to the solution (member dispute notice) in which case clause 11.4 shall apply, included.co shall promptly transfer the vendor money to the vendor’s bank account (vendor bank account) less the commission and any other amount owed by the vendor to included.co at the time of transfer which included.co may transfer without restriction.
    4. included.co will not be under any obligation to transfer vendor money to the vendor:
      1. if included.co receives a member dispute notice and the dispute remains unresolved;
      2. if in included.co’s opinion (determined in included.co absolute discretion) the provision of the solution was incomplete, unclear or contained a manifest error; or
      3. where included.co is prevented from doing so by law or by the order of a court or any other legal or regulatory authority of competent jurisdiction.
    5. If included.co receives a member dispute notice, included.co will notify the Vendor and provide the vendor with a copy of the member dispute notice.
    6. The vendor undertakes to use its best endeavours and to act in good faith to resolve the dispute with the member.
    7. The vendor takes full responsibility for resolving any dispute with the member and the vendor shall indemnify and hold included.co harmless against any liability, loss, damage, injury, cost or expense in respect of a member dispute notice, the dispute and any subsequent acts or omissions of the vendor in relation thereto.
    8. For the avoidance of doubt:
      1. included.co owes no obligation and shall bear no liability to the member or the vendor in respect of any dispute or included.co’s actions (or failure to act) in relation to any dispute; and
      2. included.co shall owe no obligation and shall incur no liability to the member or the vendor in relation to the vendor money relating to any dispute until such time as the dispute is settled by a Court of competent jurisdiction or included.co receives a joint instruction from the vendor and the member to disperse such vendor money (and until such time included.co may hold the vendor money in a non-interest bearing account indefinitely until the dispute is settled).
  12. Your use of the included marketplace
    1. included.co grants you a limited, non-exclusive, non-transferable, and revocable license to use the included marketplace subject to the Terms and the following restrictions in particular:
      1. Don’t Use the included marketplace to Break the Law. You agree that you will not violate any laws in connection with your use of the included marketplace. It’s your responsibility to obtain any permits or licenses that you require to sell Solutions; you may not sell anything that violates any laws; you must not engage in fraud, theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against included.co, another user of the included marketplace, or any third party.
      2. Pay Your Bills. You are responsible for paying all fees that you owe to Included.co. You are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through the included marketplace.
      3. Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt the included marketplace, for example by distributing a virus or other harmful computer code.
      4. Share Your Ideas. We are grateful for your suggestions and ideas. They can help us improve your experience and the included marketplace. Any unsolicited ideas or other materials you submit to included.co (not including your content or solutions you sell through the included marketplace) are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
      5. Communicating with you. Included.co will provide you with certain legal information in writing. By using the included marketplace, you’re agreeing to us communicating with you and sending you information electronically (by email, etc.) instead of mailing you paper copies (it’s better for the environment), and that your electronic agreement is the same as your signature on paper.
  13. Your content
    1. You shall retain ownership of any views, opinions, reviews, ratings, comments, content or material you submit, display, distribute, upload, post, share, publish or otherwise make publicly available on or through this included marketplace (user content).
    2. You grant us a perpetual, irrevocable, transferable, worldwide, royalty free and unlimited licence to use, modify, keep, share, sell, save, copy, distribute, publish, display, excerpt, reproduce, utilise, extract, make available and transmit such user content in any manner and for any purpose.
    3. You must take all reasonable precautions (including using appropriate virus checking software) to ensure that any information, content, material or data you provide (including user content) is free from viruses, spyware, malicious software, trojans, worms, logic bombs and anything else which may have a contaminating, harmful or destructive effect on any part of this included marketplace or the websites of third parties or any other technology.
    4. You must complete a registration process as part of your use of the included marketplace which will include the creation of a username, password and/or other identification information. Any username, password and/or other identification information must be kept confidential by you and must not be disclosed to, or shared with, anyone. Where you do disclose to or share with anyone your username, password and/or other identification information, you are solely responsible for all activities undertaken on the included marketplace using your username, password and/or other identification information.
    5. You must check and ensure that all information, content, material or data you provide on the included marketplace is correct, complete, accurate and not misleading and that you disclose all relevant facts. We do not accept any responsibility or liability for any loss or damage you may suffer or incur if any information, content, material or data you provide on the included marketplace is not correct, complete and accurate or if it is misleading or if you fail to disclose all relevant facts.
    6. You must get permission from any other person about whom you propose to provide information before you provide it. In submitting any other persons details, you are confirming to us that you have their permission to do so and that they understand how their details will be used.
    7. You are solely responsible and liable for your conduct on the included marketplace and for your user content. You must ensure that:
      1. You own your user content or otherwise have the right to grant the licence set out in Clause 13.2.
      2. Your user content does not violate or infringe any privacy rights, intellectual property rights (such as copyright, database rights and trade marks) or other rights of any third party (including any right of confidentiality).
      3. Your user content does not violate or infringe any law.
      4. Your user content is true, complete, accurate and not misleading where it relates to facts, or is genuinely held where it relates to an opinion.
      5. Your user content is not harmful, fraudulent, threatening, defamatory, embarrassing, distressing, infringing, abusive, inflammatory, intimidating, harassing, libellous, stalking, profane, obscene, indecent, inappropriate, hateful, discriminatory or racially, ethnically, sexually or otherwise objectionable.
    8. You agree that you will be liable to us for any damage, loss, claim, demand, liability or expense (including reasonable legal fees) that we may suffer or incur arising out of or in connection with your conduct on the included marketplace and/or your user content.
  14. Warranties and Limitation of Liability
    1. Solutions you purchase. You understand that Included.co does not manufacture, store, or inspect any of the solutions sold through the included marketplace. We provide the venue; the solutions in our included marketplace are produced, listed, and sold directly by the Vendors, so Included.co can’t and does not make any warranties about their quality, safety, or even their legality. Any legal claim related to a solution you purchase must be brought directly against the vendor of the solution. You release Included.co from any claims related to solutions sold through the included marketplace, including for defective solutions, misrepresentations by vendors, or solutions that caused physical injury (like product liability claims).
    2. Information from vendors. We do not monitor, verify or endorse data, material and information submitted or provided by vendors which may be included on the included marketplace. In particular, we do not monitor, verify or endorse the information or quotations collected from the vendors as presented to you on the included marketplace. We are not responsible for any data, material or information included on the included marketplace which has been provided by vendors.
    3. Content You Access. You may come across materials that you find offensive or inappropriate while using the included marketplace. We make no representations concerning any content posted by users through the included marketplace. Included.co is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by any users that you accessed through the included marketplace. You release us from all liability relating to that content.
    4. People You Interact With. You can use the included marketplace to interact with other individuals, either online or in person. However, you understand that we do not screen users of the included marketplace, and you release us from all liability relating to your interactions with other users.
    5. Third-Party Services. Our included marketplace will provide you with access to third party websites. Regardless of whether you are transferred to a third parties website, the views expressed therein do not represent our views or the views of our associated companies and we are not responsible or liable for the accuracy or content of any such views or expressions.
    6. Warranties. You use the included marketplace solely at your own risk. We do not give any warranty that the included marketplace is free from viruses or anything else which may have a harmful effect on any technology. We are not responsible for any losses or damages arising from an inability to access the included marketplace, from any use of the included marketplace or from reliance on the data transmitted using the included marketplace. The included marketplace is provided “as is” and without any kind of warranty (express or implied). We are expressly disclaiming all warranties to the extent that we are permitted to by law.
    7. Liability Limits. Nothing in these Terms shall limit or exclude our liability for:
      1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation,
        but other than in those circumstances:

        1. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the included marketplace; and
        2. our total liability to you in respect of all other losses arising under or in connection with the included marketplace, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100.
    8. We shall not be liable in relation to the included marketplace or these Terms or any collateral contract involving vendors, members or communities for any:
      1. loss of revenue;
      2. loss of actual or anticipated profits;
      3. loss of contracts;
      4. loss of the use of money;
      5. loss of anticipated savings;
      6. loss of business;
      7. loss of opportunity;
      8. loss of goodwill;
      9. loss of reputation;
      10. loss of, damage to or corruption of data; or
      11. any indirect or consequential loss,

      in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.

  15. Indemnity
    1. If included.co is sued because of something that you did, you agree to defend and indemnify us. That means you’ll defend included.co (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable legal costs) that arises from your actions, your use (or misuse) of our included marketplace, your breach of the Terms, or your infringement of someone else’s rights.
  16. Data Protection
    1. Data Protection Legislation means the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws and successor legislation to the GDPR or the Data Protection Act 1998.
    2. We know your personal information is important to you, so it’s important to us. Our Privacy Policy details how your information is used when you use our included marketplace. By using our included marketplace, you’re also agreeing that we can process your information in the ways set out in our Privacy Policy at https://included.co/privacy-policy/, so please read it.
    3. Both included.co and vendors process members’ personal information (for example, buyer name, email address, and shipping address) and are therefore considered separate and independent data controllers of buyers’ personal information under Data Protection Legislation. That means that each party is responsible for the personal information it processes in relation to the included marketplace. For example, if a vendor accidentally discloses a buyer’s name and email address when fulfilling another buyer’s order, the seller, not included.co, will be responsible for that unauthorised disclosure.
    4. If, however, included.co and vendors are found to be joint data controllers of member’s personal information, and if Included.co is sued, fined, or otherwise incurs expenses because of something that a vendor did as a joint data controller of member personal information, the vendor agrees to indemnify Included.co for the expenses it occurs in connection with your processing of member personal information.
  17. Intellectual Property Rights
    1. The names “Included.co” and “Included Marketplace,” and the other Included.co marks, phrases, logos, and designs that we use in connection with the included marketplace, are copyrights or trademarks of Included.co in the United Kingdom.
    2. The copyright in the information, content, material or data displayed on this included marketplace belongs to us or the Vendors or our other licensors. You may temporarily print, copy, download or store extracts of information, content, material or data displayed on this included marketplace for your own professional use, subject to the following conditions:
    3. It may not be used for any commercial purposes save for advising your clients in relation to solutions and may not be otherwise commercially exploited, published, distributed, extracted, re-utilised or reproduced without our prior written consent.
    4. You may not use any automated software, process, program or system, robot, web crawler, spider, data mining, trawling or other ‘screen scraping’ software, process, program or system.
    5. It may not be sold or transferred to any third party.
    6. The copy must retain any copyright or other intellectual property notices contained in the original material.
    7. Images displayed on this included marketplace are protected by copyright and may not be reproduced or appropriated in any manner without the prior written consent of their respective owner(s).
    8. No logos, trade marks or service marks displayed on this included marketplace may be printed or downloaded, except as part of the text of which they form part.
    9. You must not modify the paper or digital copies of such information, content, material or data.
    10. It may not be excerpted, utilised, used, reproduced, published, reformatted and/or displayed on any other website without our prior written consent.
    11. The status of us and our licensors as the authors of such information, content, material or data must be acknowledged.
    12. All intellectual property rights including, without limitation, all copyright, design rights, patents, inventions, logos, business names, trading names, service marks and trade marks, internet domain names, moral rights, rights in databases, data, source codes, software, specifications, know how, processes and business methods (in all cases whether registered or unregistered and including all rights to apply for registration) in and relating to the included marketplace (including information, content, material or data displayed on it) belong to us or the vendors or our other licensors and all such rights are reserved.
    13. Except as set out elsewhere in these Terms, none of the intellectual property rights belonging to included.co, members, vendors or our other licensors in and relating to this included marketplace (including information, content, material or data displayed on it) may be used, copied, modified, published, extracted, utilised, transmitted, displayed, sold, excerpted, reverse engineered, made available, reproduced, reformatted or distributed by you without our prior written consent.
    14. All rights in http://www.included.co are owned by us.
  18. Quality Guarantee
    1. We aim to assure that all customers are happy with their solutions, or connected with a satisfactory alternative. If you are not 100% happy with an acquired solution, do let us know immediately and we will assist the resolution of any dispute between a member and a vendor in relation to a solution which may include sourcing a replacement solution.
  19. Termination by Included.co or by you
    1. You may terminate your account with us at any time from your account settings. Terminating your account will not affect the availability of some of your user content that you posted through the included marketplace prior to termination.
    2. If you terminate your account you will still have to pay any outstanding invoices and any existing, ongoing and future revenue shares from solutions that have been provided or agreed to be provided prior to the date of termination.
    3. We may terminate or suspend your account (and any related accounts) and your access to the included marketplace at any time, for any reason, and without advance notice. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our included marketplace, for example, to sell or buy on our websites or mobile apps. included.co may refuse service to anyone, at any time, for any reason.
    4. If you or included.co terminate your account, you may lose any information associated with your account, including your user content.
    5. included.co reserves the right to change, suspend, or discontinue any of the included marketplace at any time, for any reason. We will not be liable to you for the effect that any changes to the included marketplace may have on you, including your income or your ability to generate revenue through the included marketplace.
    6. The Terms will remain in effect even after your access to the included marketplace is terminated, or your use of the included marketplace ends.
  20. Changes to these Terms
    1. We may update these Terms from time to time. If we believe that the changes are material, we’ll definitely let you know by doing one (or more) of the following: (1) posting the changes through the included marketplace or (2) sending you an email or message about the changes. That way you can decide whether you want to continue using the included marketplace. Changes will be effective upon the posting of the changes. You are responsible for reviewing and becoming familiar with any changes. Your use of the included marketplace following the changes constitutes your acceptance of the updated Terms.
  21. Miscellaneous
    1. The Terms, including all of the documents such as the Privacy Policy that are referred to in these Terms, supersede any other agreement between you and Included.co regarding the Included Marketplace.
    2. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.
    3. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms.
    4. We may assign any of our rights and obligations under the Terms.

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