Eagle Labs General Terms
These General Terms are to be read together with your Terms of Service and set out our legal rights and obligations towards each other.
These General Terms will apply in relation to the following Terms of Service that you have agreed to:
- Resident Terms of Service
- Makerspace Terms of Service
- any other terms of service you agree to which refer to these General Terms
(together, your “Terms of Service”).
These General Terms, along with any Terms of Service (and any policies and other forms and documents referred to in each) accepted by you, shall each constitute a single “Agreement” with Barclays.
References to ‘Eagle Lab’ include the relevant Makerspace and Events Space.
Our Relationship
No part of your Agreement is intended to create or record any employment, partnership, joint-venture, agency or other such relationship between us and you, or any of your personnel or guests.
You acknowledge and agree that Barclays has no obligation to act as the mediator or arbitrator of disputes between the Resident, its Resident Personnel or Guests and each other or the other users of the Eagle Lab Space.
Changes to your Agreement
Varying these General Terms and your Terms of Service
We may update these General Terms and the Terms of Service without notice to you: (1) to reflect updates to our product and service offering covered by the Terms of Service you have accepted, or (2) for legal, regulatory, safety or security reasons.
We may make material updates to these General Terms and any Terms of Service by providing notice to you by email. We’ll provide you with reasonable advance notice and the opportunity to consider the updates, except as set out above.
If you do not agree to such changes, you may terminate your Agreement with us. By continuing to use the relevant products and services after the date of such changes, you will be deemed to accept the changes.
Assignment
You cannot assign, novate or transfer any of your rights or obligations, or delegate your performance, under your Agreement without our prior written consent. We can assign, novate or transfer any or all of its rights and obligations under this Agreement in whole or in part to any of our Affiliates or to the successor to the whole or a part of our business (and such Affiliate or successor will undertake in writing to you that it will perform all of our obligations under your Agreement which are relevant to such assigned or novated rights and/or obligations.
Expectations of You
Confirmations – In accepting the relevant Terms of Service, you represent and warrant that at the start of your Agreement(s) and on an ongoing basis that:
- you (including any person accepting the relevant Terms of Service and these General Terms) has the capacity, power and authority to enter into your Agreement with us and to make any changes requested;
- you are not subject to financial sanctions and you are not acting on behalf of a person who is subject to financial sanctions;
- you are not aware of anything that has or may have a material adverse impact on your Agreement;
- you have all necessary regulatory licences, consents, permits and/or insurance required for your use of our products and/or services (including use of any Eagle Lab space and equipment);
- you have collected all necessary consents, provided all necessary notices (including provision of our Privacy Policy to the subject of any data disclosed to us) and done all such other things as are required under the Data Protection Legislation for the disclosure of any Personal Data including any special category personal data (as defined in the UK GDPR) to us including in respect of us Processing that Personal Data for the purposes of the products and services provided under your Agreement.
No implied warranties - Except as specifically provided in your Agreement, and to the extent permitted by applicable Law, there are no warranties, express or implied (including any implied warranty of satisfactory quality or fitness for a particular purpose) given by either us or you.
No set-off - All amounts payable under your Agreement will be paid in full and without counterclaim, set-off or withholding (other than any deduction or withholding of tax as required by Law).
Ending your Agreement(s)
For cause - We can terminate our Agreement(s) immediately on notice if you (and/or where applicable your personnel or any of your guests):
- fail to pay your Charges on the invoice due date or any other amount payable under your Agreement;
- breach these General Terms, any other Barclays policies in place or any other Terms of Service that you have agreed to from time to time;
- put us in a position where we might break an applicable Law, regulation, code or other duty that applies to us;
- provide any false or misleading information at any time;
- you commit (or attempt to commit) fraud against us or someone else;
- you knowingly infringe the intellectual property of any third party;
- you do not wish to re-locate Eagle Lab in accordance with the Resident Terms of Service; or
- use (or allow someone else to use) the Eagle Lab space illegally or for criminal activity.
In our reasonable discretion - We can terminate our Agreement(s) immediately on notice if we (acting reasonably) decide that:
- any element of your (or your personnel or guests’) use of the Eagle Lab (or Makerspace) is illegal, or inappropriate or could breach Barclays’ policies, values or ethos, or could cause it to suffer reputational harm; or
- for health and safety reasons your continued or proposed use or occupation of the Eagle Lab space is not appropriate.
What happens at the end of your Agreement
At the end of your Agreement(s):
- you and your personnel shall immediately vacate the Eagle Lab and wider Premises;
- you and your personnel shall promptly return all access keys, cards and fobs issued by us in connection with your use of the Eagle Lab space;
- you shall ensure all of your possessions and equipment (and your personnel’s), are removed from the Eagle Labs space and that the Eagle Lab space is left in a neat and tidy manner;
- if applicable, you shall promptly remove all of your branding and promotional material from the Eagle Lab space; and
- all amounts due to us by you under your Agreement(s) are immediately due and payable (including in respect of the remaining Charges which are payable until the end of your Agreement)
Confidentiality and Publicity
Confidentiality
- No confidential or commercially sensitive information will be disclosed or exchanged as part of your Agreement.
- You acknowledge that the Eagle Lab space, Makerspace and other spaces used to provide our products & services are accessible by members of the public and agree that you are responsible for maintaining and preserving the security and confidentiality of any information that you, your personnel or guests bring into or create within such spaces.
- You will ensure that to the extent that your personnel or guests receive or come across any of our Confidential Information, this will be kept confidential and will not be used, disclosed or shared with anyone else.
Publicity – You will not (without our prior written consent):
- use any name, Barclays Marks, service mark, logo, domain name, website, URL or other identifier of any member of the Barclays Group;
- refer to or identify any member of the Barclays Group in any publicity releases, interviews, promotional or marketing materials, public announcements, customer listings, testimonials or advertising; or
- otherwise disclose any relationship you may have with any member of the Barclays Group.
Intellectual Property
All Intellectual Property Rights belonging to us or you prior to the start of your Agreement shall continue to be owned by the party that owned them prior to the start of your Agreement. To the extent either us or you develop any Intellectual Property Rights after the start of your Agreement, the party that developed such rights shall own them.
You shall not be entitled to use any of Barclays’ Intellectual Property Rights other than as set out in your Agreement and shall not permit any third party to use such rights without the express written consent of Barclays, in its absolute discretion.
Your Personnel and Guests
Nominated Resident Personnel - You may nominate certain personnel to use the Eagle Lab on your behalf. Such nominated personnel (“your personnel”) must be your officers, employees and/or sub-contractors and you must ensure that their use of the Eagle Lab is consistent with your rights and obligations of your Agreement.
Guests – any individuals that are provided with access to the Eagle Lab space or wider Premises by your personnel are your guests for the purposes of your Agreement. You must ensure that, to the extent any of your personnel’s guests are under the age of 18, such guests will be closely supervised at all times by an adult.
Responsibility for your personnel & guests – In relation to your personnel & guests, you will:
- procure that they each comply with all obligations and restrictions which apply to you under your Agreement (including any policies, guidelines, instructions and directions that Barclays or the Eagle Labs team provides from time to time);
- be fully responsible for all acts and omissions of such personnel and guests while they are in the Eagle Lab space and wider Premises; and
- procure that at the beginning of each visit, all guests sign-in to the Eagle Lab space using the sign- facilities provided. If any of your personnel breach your Agreement, you will indemnify us for any loss or damage we incur as a result of their breach
Your Liability
What we can’t exclude - Neither we nor you limits or excludes liability:
- in respect of any wilful misconduct, fraud or fraudulent misrepresentation by it or its personnel (or your guests);
- for death or personal injury caused by its action or inaction or that of its personnel (and additionally in your case, guests); and
- to the extent such limitation or exclusion is not permitted by applicable Law.
What is excluded - Subject to the preceding paragraph, neither you nor us will be liable to the other for any indirect or consequential loss or damages (including any indirect loss of business, revenues, goodwill or profits) arising out of or in connection with your Agreement, in each case whether arising from tort (including negligence), breach of contract or otherwise.
We will not be responsible for any (i) loss or damage you suffer as a result of such cancellation of your Agreement or any Terms of Service, (ii) costs and expenses incurred by you in connection with the entering into of your Agreement.
Our liability to you - Subject to the preceding two paragraphs, if we are at fault, our maximum aggregate liability to you for all loss, damage, costs and expense or alleged loss, damage, costs and expenses arising out of or in connection with our Agreement with you, whether arising from tort (including negligence), breach of contract or otherwise, shall not exceed) one hundred percent (100%) of the contracted charges paid or payable under the Agreement in the previous 12 months from the breach.
No warranty - Except where not permitted under applicable law, we exclude, to the fullest extent permissible in law, all conditions, warranties and representations, whether express or implied in connection with the provision of our services to you.
Your personnel - You shall indemnify and fully reimburse us from and against any Employment Related Claims (i) made by either your or your personnel (including but without limitation that their employment has transferred to us under TUPE); and (ii) made by the personnel of any third party or our personnel, in relation to the actions of your personnel.
Force Majeure - We shall not be in breach of your Agreement nor liable for delay in performing, or failure to perform, any of our obligations under your Agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control.
Accrued rights - The expiration or termination of your Agreement will not affect any accrued rights of either you or us, including any right to receive any payments due but unpaid before expiration or termination.
Check your Terms of Service for other service-specific terms relating to liability for our products and services and your responsibilities.
Contacting each other
If you would like to make a complaint, go to the ‘Contact’ tab on our website
Where you need to provide a formal notice in relation to your Agreement(s), you should email your local Labs team or your can always reach us at eaglelabs@barclays.com, setting out which Terms of Service you are referring to. Where we email each other, notice will be deemed to have been served immediately.
Where we need to provide a formal notice to you in relation to your Agreement(s), we will email you at the address you provided in the relevant sign-up form that accompanies the relevant Terms of Service (such as a Resident Form for desk hire), as may have been updated by you in accordance with your Agreement.
In proving service of a notice or document it will be sufficient to prove that the email was sent, and that no undeliverable error was received by the sender or generated by the sender’s or the recipient’s email server.
About your Agreement
Order of Precedence - In case of an inconsistency between the Terms of Service and the General Terms, the relevant Terms of Service shall prevail unless stated to be explicitly subject to the General Terms.
CAPITALISED TERMS
Affiliate means, in relation to an entity, any person or entity Controlling, Controlled by or under common Control with such entity;
Applicable Anti Bribery Law means any bribery, fraud, kickback or other similar anti-corruption law or regulation of any relevant country, including the Bribery Act and the US Foreign Corrupt Practices Act of 1977;
Barclays Confidential Information means the following that Barclays provides to the Resident and the Resident Personnel from time to time in connection with your Agreement:
- information, materials, software code, models, know-how and/or technology owned or created by or for Barclays; and/or
- proprietary information, materials, software code, models, know how and/or technology owned by a third party and provided by Barclays to the Resident and the Resident Personnel or used by Barclays in connection with your Agreement;
Barclays Group means Barclays and its Affiliates;
Barclays Marks means the trade marks (whether registered or not) of Barclays (or any member of the Barclays Group);
Control means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity whether by contract, ownership of shares, membership of the board of directors, agreement or otherwise and, in any event and without limitation of the foregoing, any entity owning more than 50% of the voting securities of a second entity shall be deemed to control that second entity. The terms “Controlling” and “Controlled” shall have a corresponding meaning;
Data Protection Legislation means, any order, decree, statutory instrument or binding judgment of the court, related to the processing of Personal Data including but not limited to: (i) the EU Directive on Privacy and Electronic Communications 2002/58/EC (as may be modified or replaced from time to time),; (ii) the EU General Data Protection Regulation 2016/679 (the “GDPR”), the UK GDPR, European Commission decisions and regulatory guidance and all national implementing or supplementary legislation, (iii) all other applicable laws, regulations and regulatory guidance (including codes of conduct) relating to data protection and privacy;
Employment Related Claims means any and all claims made under or in connection with applicable employment law, whether statute (including without limitation the Equality Act 2010 and TUPE), tort, contract or otherwise, and all claims, costs and expenses reasonably incurred in relation to any such claims;
UK GDPR means the EU General Data Protection Regulation 2016/679, the Data Protection Act 2018 and The Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be modified or replaced from time to time), each as amended by Data Protection, Privacy and Electronic Communications (Amendments etc)(EU Exit) Regulations 2019 (as may be modified or replaced from time to time) and incorporated into UK law under the UK European Union (Withdrawal) Act 2018;
Industry Focus means an industry, sector or market that is nominated by Barclays as an area of specialisation of a certain Eagle Lab from time to time;
Intellectual Property Rights means patents (including any rights in or to inventions), trade marks, rights in get-up, rights in trade dress, service marks, logos, trade names and business names (including rights in or arising from goodwill), design rights, rights in or to internet domain names and website addresses, semi-conductor topography rights, copyright
(including future copyright and related rights), database rights, rights in and to confidential information (including know how, business methods, data and trade secrets) and all other intellectual property rights, in each case which may now or in the future subsist in any part of the world (whether registered or unregistered) and any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction and similar or analogous rights to any of these rights in any jurisdiction;
Law(s) means any treaty, legislation, statute, directive, regulation, judgment, decision, decree, order, instrument, by-law, or any other law of, or having effect in, any jurisdiction;
Personal Data means any and all personal data in respect of which a party is a data controller and which will be Processed in connection with this Contract where “personal data”, “data processor” and “data controller” have the meanings given to them by the UK GDPR;
Process has the meaning given to that term by the UK GDPR and the terms “Processing” and “Processed” shall have corresponding meanings;
TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006; and
VAT means value added tax.
HOW TO READ CERTAIN TERMS
- a person includes any individual, company, body corporate, corporation sole or aggregate, government, state or agency of a state, firm, partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists) and a reference to any of them shall include a reference to the others;
- the singular includes the plural and vice versa;
- any gender includes all genders;
- a party means a party to this Contract and includes successors and permitted assigns;
- a statutory provision includes reference to that statutory provision as from time to time amended, extended or re-enacted and any regulations made pursuant to it;
- the words “include”, “includes”, “including” and “included” shall be construed without limitation to the generality of the preceding words or to the words following;
- the word “writing” includes typewriting, printing, lithography, photography, telex, facsimile and the printed out version of a communication by electronic mail and other modes of representing or reproducing words in a legible and non-transitory form. It does not include words displayed on an electronic or visual display screen;
- a signature includes a signature printed or reproduced by mechanical, electronic or other means or any stamp or other distinctive marking made by or with the authority of the person required to sign the document to indicate it is approved by such person;
- an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal term.
Authority – in accepting the Terms of Service, you have done so in your capacity as an authorised representative of the company or organisation which is listed as being the recipient of the relevant service.
Waiver - Delay in exercising, or failure to exercise, any right or remedy in connection with your Agreement shall not operate as a waiver of that right or remedy.
Severability - If any term of your Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other term of your Agreement or, the legality, validity or enforceability in other jurisdictions of that or any other provision of your Agreement.
Further assurances - Each party shall, at the request and cost and expense of the other party, sign all documents and do all other acts, which may be necessary to give full effect to your Agreement.
Governing Law - Your Agreement and any non-contractual obligations arising out of or in relation to your Agreement shall be governed by and will be interpreted in accordance with English law. All disputes arising out of or relating to your Agreement or any non-contractual obligations arising out of or relating to your Agreement shall be submitted to the exclusive jurisdiction of the courts of England & Wales.
Last updated: 01 November 2021