Terms of Membership

The little details that keep us running smoothly

Terms

In order to make sure everyone knows what is expected of them as users and what they can expect from the Digital Greenhouse in return, we've put together a pack of Terms & Conditions, which all users must agree to before commencing their use of the Digital Greenhouse.

If you're already a member, you will have ticked a box saying you have read and agree to these Terms when you completed your membership application.

We hope that the Digital Greenhouse team and all users will have a safe and enjoyable experience when using the Digital Greenhouse. These rules are here to help make that happen and to ensure everyone knows how to proceed if there are any hiccups along the way.

 

Contents

1. Acceptance of binding provisions and our right to vary 

2. Definitions used in this Agreement 

3. The information provided by you to us for your application 

4. Duration of your status as user

5. Compliance with the User Handbook 

6. The nature of your use of the Greenhouse 

7. Your Guests 

8. Purpose of and restrictions on your use of the Greenhouse 

9. Relationship between us 

10. Payment 

11. Disclaimer and limitation of our liability 

12. Your insurance 

13. Intellectual property rights 

14. Data protection and privacy 

15. Dangerous, unacceptable or abandoned property 

16. Breach of this Agreement and insolvency 

17. Termination and exit 

18. Indemnity for damage 

19. Notices 

20. Precedence 

21. Your rights are personal and non-transferable 

22. Our right to assign and transfer 

23. Governmental functions not fettered 

24. Further assurance

25. Costs

26. Third party rights 

27. Disputes 

28. Governing law and jurisdiction 

 

1. Acceptance of binding provisions and our right to vary

1.1 By signing a copy of these Terms or by clicking on the ‘Accept’ button on your online registration to become a user of the Greenhouse you agree, subject only to us issuing to you a User Acceptance Notification, to be bound by the provisions of these Terms and the Policies & Procedures set out in the User Handbook together with your registration and/or application form and any User Acceptance Notification we issue to you, collectively referred to as this Agreement).

1.2 You acknowledge that we reserve the right to not accept your application or to reject it in part or invite you to re-apply or to provide further information before we can consider your application. If we reject your application we will if requested provide a reason to you for this as soon as practicable.

1.3 We reserve the right to amend or replace these Terms and any part or all of the User Handbook at any time and from time to time.  

1.4 These documents are available on our website at www.digitalgreenhouse.gg and hardcopies are available from our staff at the Greenhouse on request.  

1.5 Although not obliged to, we may also notify you electronically of any changes to any of these Terms or any part of the User Handbook.  

1.6 You accept that you shall be bound by the latest Terms and the User Handbook as published by us from time to time on our website. Your continued use of the Greenhouse after any such change shall signify your acceptance of the then current terms.

2. Definitions used in this Agreement

2.1 The Greenhouse is a facility provided by the States of Guernsey acting by and through the Committee for Economic Development.  

2.2 Unless the context otherwise requires, in this Agreement a reference to ‘we’, ‘us’ or ‘our’ shall be a reference to the States of Guernsey. 

2.3 References to ‘you’ or ‘your’ mean you as user of the Greenhouse and shall (where the context permits) include a reference to you and to your Guests (if any).

2.4 We also use the following definitions in this Agreement:

Accepted Payment Methods: the document described as such and set out in the User Handbook from time to time

Admission Policy: the document with such name and as in included in the User Handbook from time to time

Application Document: the documentation relating to your application to us to use the Greenhouse and the Facilities in the form prescribed by us from time to time

Commencement Date: the date specified to you as such by us in the User Acceptance Notification, being the date from when you can start to use the Greenhouse and access the benefits relating to your User Type. 

Facilities: the facilities provided via or by us (or on our behalf) at or from the Greenhouse as detailed from time to time in the User Handbook, which may include use of office accommodation, fixtures and fittings, internet access, reprographics and refreshments.

Fair Use Policy[ies]: the policies on fair use (which may be tailored to particular user types in respect of certain facilities) as are set out in the User Handbook from time to time

Greenhouse: the Digital Greenhouse at Rectory House in the Market Square Guernsey operated by and on behalf of the States of Guernsey

Guest: a person who is your guest or visitor (whether or not your co-worker, employer or employee or other person) and is not using the Greenhouse under their own separate agreement with us covering their use of the Greenhouse and the Facilities. If you permit a third party to access the Greenhouse, unless the context otherwise requires, he or she shall be deemed to be your Guest for the purposes of this Agreement

Code of Conduct: the document described as such as set out in the User Handbook from time to time

Policies & Procedures: the policies and procedures, informational statements and any other content of the User Handbook as published from time to time by us on www.digitalgreenhouse.gg. A reference to a ‘policy’ or a ‘procedure’ shall be construed accordingly

Price List: the list of charges, fees and prices for using the Greenhouse and the various facilities including the prices for different categories of User Type all as published in the User Handbook, on www.digitalgreenhouse.gg, and/or displayed within the Greenhouse from time to time

Purpose: the purpose described in your written Application Document and/or Registration Form (relating to your eligibility for and use of the Greenhouse) and any such other purpose approved by us in writing in advance

Registration Form: the registration form completed and submitted by you to us containing personal, business and other information relating to your application to use the Greenhouse and the Facilities as a particular User Type

User Acceptance Notification: the document described as such and issued by us either electronically or in hard-copy specifying your User Type, your Commencement Date, any payment instructions and any other special provisions relating to your use of the Greenhouse and the Facilities

User and Membership Benefits Description: the document named as such and included in the User Handbook from time to time which shall describe the benefits (including for each User Type the level and type of access to the Greenhouse and the Facilities) which may be used by you at the Greenhouse 

User Guest Policy: the User Guest Policy as set out in the User Handbook from time to time

User Handbook: means the handbook for users relating to the Digital Greenhouse comprising the Policies & Procedures as published on www.digitalgreenhouse.gg and available in hard-copy from us at the Greenhouse on request

User Type: a specific type, class, category (or similar) of use of the Greenhouse as each is described (by whatever other name or label) in the User and Membership Benefits Description in force for the time being 

 

3. The information provided by you to us for your application

3.1 You warrant that the information given to us in your Application Document and/or Registration Form and any ancillary documents in support of your application is complete, true and accurate and that you will promptly notify us of any material change to any such information during the term of this Agreement.

4. Duration of your status as user

4.1 Unless otherwise stated in the User and Membership Benefits Description relating to you, your right to use the Greenhouse as a specific User Type shall expire on the first anniversary of your Commencement Date.

4.2 Unless otherwise stated in the Admission Policy you shall be required to re-apply to use the Greenhouse and its Facilities if you wish to continue to use the Greenhouse under a particular User Type beyond the expiry of your right to use the Greenhouse as such a User Type.

5. Compliance with the User Handbook

5.1 You shall comply with at all times all of the Policies & Procedures as are relevant to your User Type in connection with your use of the Greenhouse and the Facilities.

6. The nature of your use of the Greenhouse

6.1 Notwithstanding anything to the contrary in this Agreement (and in particular the User and Membership Benefits Description relating to your User Type), you shall have no right of exclusive possession of any part or parts of the Greenhouse.  This means that even if you routinely use the same desk (or other fixture or equipment) we may require you at any time and if necessary on immediate notice from us to use another desk (fixture or equipment) in another part of the Greenhouse.  This is intrinsic to the nature of the facilities we provide.

7. Your Guests

7.1 You may not invite any person to the Greenhouse other than in accordance with the User Guest Policy.

7.2 You shall be responsible for the acts and omissions of your Guests including their compliance with all relevant provisions of this Agreement and for payment of any fees or charges at the prevailing rates for the provision of any services to your Guests including (whilst your Guest) their consumption of any chargeable Facilities.

8. Purpose of and restrictions on your use of the Greenhouse 

8.1 In no circumstances shall you (and you shall ensure that your Guests shall not):

(a) use the Greenhouse or the Facilities:

    (i) for any unlawful purpose

    (ii) for a purpose other than the Purpose as approved by us in respect of you from time to time 

    (iii) in a manner that would or might reasonably be expected to interfere with the use and enjoyment of the:

          (a) Greenhouse or Facilities by us, our employees or agents or other users of the same

          (b) neighbouring properties or public space by any other person 

          (iv) as overnight accommodation (except if your User Type permits 24/7 access you shall be permitted during the night on an occasional basis to engage in the business activities for which the Greenhouse is intended and solely for the Purpose) 

           (v) contrary to the provisions of any of the Policies & Procedures published by us from time to time

(b) bring any equipment or materials into the Greenhouse except such equipment and materials as may ordinarily be carried on the person by a person working in a fully serviced office.  We may in our absolute discretion permit an exception on a case by case basis by prior written consent

(c)  bring any pet into the Greenhouse

(d) bring any food or beverages into the Greenhouse other than as expressly permitted in the User Handbook

(e) plug any device into the electricity network other than as expressly permitted in the User Handbook

(f) use any audio or visual surveillance device at the Greenhouse, provided that for the avoidance of doubt unless otherwise expressly stated by us at any time, the use of a smart phone or camera that is explicit and overt where the persons the subject of the recording are aware of the same may be permissible, subject always to third party rights of privacy and in respect of intellectual property 

(g) if we give you a key, access card or entry or use code to access or use any part or the whole the Greenhouse or the Facilities, share the same with any other person and you shall keep the same safe and secure (in a similar way as a person would keep safe and secure the keys to a home or passcode to access a bank account) and otherwise comply with the Greenhouse Security Procedure

(h) omit to tell us about any actual or apparent damage to the Greenhouse or the Facilities promptly after it comes to your attention

(i) defame, harass, stalk, threaten or otherwise violate the legal rights (such as the right to privacy) of any other person in connection with your use of the Greenhouse or the Facilities

9. Relationship between us

9.1 You shall not hold yourself out as our agent or (as a result of your use of the Greenhouse) that you work for the States of Guernsey or the Greenhouse.

9.2 You must not hold yourself out as operating or trading from the Greenhouse and so you shall not use the Greenhouse as your business address unless it would be unlawful for you to not nominate the Greenhouse, provided in this case that you have our prior written consent (which we may in our absolute discretion withhold or grant and if consent is granted it may be subject to such further terms and conditions as we may specify). 

10. Payment

10.1 You must pay the fee for any User Type and any use of the Facilities at the rate(s) for the time being in force and as may be set out in the then prevailing Price List and by any permitted payment method set out in the Accepted Payment Methods.

10.2 If acting reasonably we consider that you have breached a Fair Use Policy then we reserve the right to charge you at the rate or rates set out in any related Price List for your and your Guests’ prior consumption of any Facilities in excess of what we deem to be fair use and/or to require you and your Guests to pay for any further consumption of the same.

10.3 You must pay the charges for any chargeable services or consumables used by you at the Greenhouse at the rate specified in any related Price List. If payment is not required at the point and time of consumption, then all such charges may be invoiced to you in arrears and you shall pay any such invoice within 30 days of its date and in the manner set out in the invoice.

10.4 You shall pay any deposit we may require for any User Type and any use of the Facilities as specified at the point of application and as may be set out in the Price List 

10.5 If any sum due to us from you in relation to the Greenhouse is more than one month overdue then the provisions of clause 16.1 shall apply.

11. Disclaimer and limitation of our liability

11.1 The premises, fixtures, fittings, equipment and services (whether tangible, intangible, digital or otherwise) provided via or by us (or on our behalf) from or in respect of the Greenhouse as referred to or contemplated in this Agreement are made available ‘as is’ and on an ‘as available’ basis.

11.2 Neither we nor our employees and agents accept any liability whatsoever and howsoever arising from any representations or purported advice or recommendations given by us (or them) to you in respect of your business or other activity carried out by you. Therefore, before you decide to act or not to act in any particular way in respect of any such representations or purported advice or recommendations you must satisfy yourself from your own investigations and judgment and / or from any third party advice as to whether to act or not act in any particular way.

11.3 Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, or the negligence of our employees or agents.

11.4 Subject to clause 11.3:

(a) we (and our employees and agents) shall under no circumstances whatever be liable to you or any Guest, 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 your use of the Greenhouse or with this Agreement; 

(b) we shall have no liability for any loss or damage to your property at the Greenhouse, howsoever caused.  

(c) our total liability to you and your Guests in respect of all other losses arising under or in connection with this Agreement or your or your Guests use of the Greenhouse, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the annual price for your User Type as set out in the Price List

12. Your insurance

12.1 You shall take out and maintain all insurance required by law in respect of your use of the Greenhouse.

12.2 We recommend that you take out and maintain adequate insurance in respect of your use of the Greenhouse for:

(a) public liability

(b) your property and personal effects 

and any other insurance you consider appropriate in each case having regard to our disclaimer and limitations and exclusions of liability set out in clause 11.

13. Intellectual property rights 

13.1 You acknowledge that nothing in these Terms nor the User Handbook shall operate to:

(a) transfer any of our intellectual property right to you nor

(b) subject only to any exception in clause 13.2, grant any license to you to use any of our intellectual property

13.2 To the limited extent permitted in the Branding Guidelines published by us from time to time (if any) you may use such of our logos or other branding relating to the Greenhouse as prescribed in and subject to full compliance with the terms and conditions relating to the same as set out in the Branding Guidelines. We may amend or revoke the Branding Guidelines and any licence granted to you under them at any time and on immediate notice without incurring any liability to you whatsoever.

13.3 In this clause the reference to our intellectual property includes (without limitation) a reference to any intellectual property (including logos and branding) relating [to the Greenhouse.]

13.4 You shall not publish any images or audio or visual recording of any activities at the Greenhouse and you shall not infringe any intellectual property right of any person in connection with your use of the Greenhouse and / or the Facilities.

14. Data protection and privacy

14.1 You shall comply with the provisions of all legislation and codes and rules issued by the Data Protection Commissioner in relation to personal data insofar as is relevant to your use of the Greenhouse.

14.2 Our Data Policy is set out in the User Handbook.

14.3 Subject always to our Data Policy or as otherwise agreed in writing between us from time to time we reserve the right to publish any information you give us or that comes into our possession about you in connection with the activities of the Greenhouse.

15. Dangerous, unacceptable or abandoned property 

15.1 If we consider any item at the Greenhouse to be dangerous or be present in breach of this Agreement, then we shall be entitled to take such action as we consider reasonable in the circumstances including the immediate removal of any such item.

15.2 If we reasonably consider any item or article to have been abandoned at the Greenhouse then we reserve the right to dispose of the same however we see fit.  Before doing so and where reasonably practicable we would aim to publish a note of our intention to do so within the Greenhouse and/or circulate an email or similar electronic notification and/or affix a notice to the item or article in question to that effect, giving not less than 1 month’s notice of our intention to dispose of the article(s) in question.

15.3 If you fail to agree arrangements with us under clause 15.2 within 1 week of our written request for you to do so then we reserve the right to treat the property as abandoned and take immediate steps to dispose of the same however we see fit.

16. Breach of this Agreement and insolvency

16.1 If you or any of your Guests breaches any of the provision of the Terms or the Policies & Procedures as published from time to time or if any sum owed to us by you is overdue as described in clause 10.5, then we reserve the right at any time thereafter (as we see fit and we deem to be proportionate to the then prevailing circumstances) to do any one or more of the same:

(a) issue a written warning to you highlighting the breach and requiring immediate compliance or rectification within a period specified by us

(b) suspend some or all of your or your Guest’s rights in respect of the Greenhouse and / or the Facilities on such terms as we may set out in the notice;

(c) terminate the Agreement with you immediately or on such notice as we deem appropriate

16.2 This Agreement shall terminate automatically if:

(a) we consider acting reasonably that you are insolvent or are otherwise unable to pay your debts; or 

(b) if you are declared ‘en desastre’ or a preliminary vesting order is made in respect of any of your reality.

17. Termination and exit

17.1 You shall be entitled to terminate this Agreement for any reason and at any time on giving us not less than the notice period applying to and specified for your User Type (and if none is so specified, a period of not less than 1 month’s prior written notice).  In such circumstances if you have prepaid for use of the Greenhouse and / or the Facilities for a period after the permitted termination date, then you shall be entitled to claim a pro-rata refund of any such pre-payment made in respect of the period from such termination date.

17.2 You shall be entitled to terminate this Agreement on giving us not less than 14 day’s prior written notice provided that such notice may only be given within the period of 4 weeks immediately following the date on which we publish a revision to this Agreement as contemplated under clause 1 if the change so introduced is adverse to you. In such circumstances if you have prepaid for use of the Greenhouse and / or Facilities for a period after the termination date specified in the notice given to us under this clause 17.1, then you shall be entitled to claim a pro-rata refund of any such pre-payment made in respect of the period from such termination date.

17.3 We shall be entitled at any time to terminate this Agreement on giving you not less than 1 months’ prior written notice without liability arising solely from such termination.  In such circumstances, if you have prepaid for use of the Greenhouse and / or Facilities for a period after the termination date specified in a notice given to you under this clause 17.3, then you shall be entitled to claim a pro-rata refund of any such payment made in respect of the period from such termination date.

17.4 If we terminate this Agreement under clause 16 then you shall leave the Greenhouse when directed to by us (which may be immediately). If you are not able to immediately remove your property and personal effects then we shall make arrangements with you to remove or for you to collect them as soon as reasonably practicable.

17.5 At or before the termination or expiry of your Agreement with us to use the Greenhouse and Facilities as a particular User Type you shall:

(a) if you are continuing as a different User Type, remove all such articles as we may direct as are incompatible with the new User Type 

(b) if you are ceasing to be a user other than [Basic Registered User], remove all your property from the Greenhouse

(c) comply with such other provisions of the User Handbook as are applicable to termination, expiry or exit of this Agreement and / or your use of the Greenhouse and / or Facilities as a particular User Type.

17.6 After deducting any sums that you may owe us including in respect of making good any damage caused by you or your Guests, then we shall return to you (as the case may be) the whole or the balance of your deposit within 4 weeks of the termination of this Agreement.

18. Indemnity for damage

18.1 You indemnify us (including our employees and agents) against and from all claims actions, liabilities, losses, damages and expenses (including legal expenses) suffered or incurred by us from:

(a) any damage caused by you or by your Guest to the Greenhouse or the Facilities or any of our other property; and

(b) any third party claim arising in connection with your or your Guest’s acts or omissions in connection with your or their use of the Greenhouse or the Facilities.

19. Notices

19.1 Notices shall be in writing, and shall be sent to the other party:

(a) in the case of us marked for the attention of the Director of the Economic Development Unit at Raymond Falla House, Guernsey, GY1 6AF and

(b) in the case of you marked for your attention at the address for contact that you provided in the Application Document and / or Registration Form

19.2 A notice may be sent by email provided that a copy is sent within 1 working day in accordance with clause 19.1.

19.3 Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 2 working days after posting and notices delivered by hand during normal office hours shall be deemed to be delivered immediately.

20. Precedence

20.1 If there is any conflict between the provisions of these Terms and any provision of the User Handbook, then the provisions of the Terms shall prevail.

20.2 If there is any conflict between the provisions of any policy or any procedure and any other policy or procedure, then we in our absolute discretion shall determine which shall prevail.

21. Your rights are personal and non-transferable

21.1 Your rights under this Agreement are personal to you and may not be transferred or used by any other person.

21.2 Your obligations and responsibilities under this Agreement are personal to you and may not be transferred to or sub-contracted to any other person.

22. Our right to assign and transfer 

22.1 We shall be entitled to assign the benefit of this Agreement to any person.

22.2 We shall be entitled to transfer and novate this Agreement to any person who operates the Greenhouse for us or in our place. 

23. Governmental functions not fettered

23.1 Nothing contained or implied in this Agreement will prejudice or affect any of the rights, powers or duties of the States of Guernsey as a government, regulatory, licensing, permitting or other similar authority (Relevant Authority) and any act or omission by us (including of our employees or agents) arising in connection with this Agreement shall operate only in the capacity of the States of Guernsey as a provider of certain facilities to you in respect of the Greenhouse and not as a Relevant Authority and shall not operate as a consent, approval, agreement, release or waiver in respect of any requirement under any law.

24. Further assurance

24.1 You will at our request and at our cost execute all documents which may be necessary to give full effect to this Agreement.

25. Costs

25.1 Each party shall pay its own costs incurred in connection with the negotiation, preparation, and acceptance of this Agreement.

26. Third party rights

26.1 No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.

27. Disputes

27.1 The parties shall endeavour to resolve disputes in the first instance where applicable by reference to the Complaints Procedure.

28. Governing law and jurisdiction

28.1 This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Guernsey and shall be subject to the exclusive jurisdiction of the courts of Guernsey.

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If you have any questions about the Terms of Membership, don't hesitate to contact the Digital Greenhouse Team, who'll be happy to help.

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