1. Furnished Meeting Rooms &
DaySuite Accommodations. We may make available serviced and fully
furnished accommodations and/or meeting rooms for which you have agreed to
pay in the Business Centers stated in your Agreement (also referred to in this
Agreement as “Accommodation(s)”).
Occasionally, we may need to allocate different accommodations, but
these will be of equivalent size and will attempt to obtain your approval with
respect to such different accommodations in advance.
2. Office Services. We are to provide the
services described in the front of this Agreement and any other mutually agreed
upon service such as internet, phone, meeting space during normal operating
hours Monday through Friday, with extended hours available upon request
(internet is available 24/7). We are
happy to discuss the special arrangements for use of these services outside our
normal operating hours. All services are
subject to the availability of our Centre Team at the time of any service
request. We will endeavor to deal with a
service request at the earliest opportunity, but will not be held responsible
for any delay. If in our opinion, we decide that a request for any particular
Business Service is excessive, we reserve the right to charge an additional fee
at our usual published rates based on the time taken to complete the service
(minimum charges may apply).
3. Business Services. Additional and optional
business services such as administrative assistance, photocopying, scanning,
long distance, catering, concierge services, etc. are billed as used based upon
published Business Services Rates and are subject to change without notice.
4. Taking Care of Our Property. You must take
good care of all parts of the Business Centre, its equipment, fittings and
furnishing which you use. You must not
alter any part of it. You are liable for
any damage caused by you or those in the Business Centre with your permission
or at your invitation.
5. Office Furniture and Equipment. You must not
install any furniture or office equipment, i.e., photocopiers or postage
meters; cabling, IT or telecom connections without our consent, which we may
refuse at our absolute discretion. Any approved installations are subject to
our Service Pricing Standards.
6. Keys and Security. Any keys or entry cards
which we let you use remain our property at all times. You must not make any copies of them or allow
anyone else to use them without our consent.
Any loss must be reported to us immediately and you must pay the cost of
replacement keys or cards and/or changing locks, if required. If you are permitted to use the Business
Center outside normal working hours it is your responsibility to lock the doors
to your accommodation and to the Business Center when you leave. You must
return all keys and access cards upon the termination of this Agreement and
give written notice of your forwarding address and phone number
7. Comply with the Law. You must comply with all
relevant laws and regulations in the conduct of your business. You must do nothing illegal. You must not do
anything that many interfere with the use of the business center by us or by
others, cause any nuisance or annoyance, increase the insurance premiums we
have to pay or cause loss or damage to us or to the owner of any interest in
the building which contains the business center. You acknowledge that (a) the terms of the
foregoing sentence are a material inducement to us for the execution of your
Agreement and (b) any violation by you of the foregoing sentence shall
constitute a material default by you hereunder, entitling us to terminate your
Agreement.
8. Comply with Building Rules. You must comply
with any building rules which we impose generally on users of the Business
Centre whether for reasons of health and safety, fire precautions or
otherwise.
9. At the Start of Your Agreement: If for any reason we cannot provide the
Accommodation(s) stated in your Agreement by the date when your Agreement is
due to start we have no liability to you for any loss or damages but you may
cancel the Agreement without penalty. We
will not charge you the standard fee for accommodations you cannot use until they
become available.
10. Suspension of Services. We may by notice
suspend the provision of service (including access to the business center) for
reasons of political unrest, strikes, or other events beyond our reasonable
control, in which event payment of the standard fee will also be suspended for
the same period.
11. Our
Liability. We are not liable for any loss as a result of our failure to
provide a service as a result of mechanical breakdown, strike, delay, failure
of team, termination of our interest in the building containing the business
center or otherwise unless we do so deliberately or are grossly negligent. We are also not liable for any failure until
you have informed us about it in writing and given us a reasonable time to put
right.
You agree (a) that we will not
have any liability for any loss, damage or claim which arises as a result of,
or in connection with, your Agreement and/or your use of the services except to
the extent that such loss, damage, expense or claim is directly attributable to
our deliberate act or our gross negligence (our liability); and (b) that our
liability will be subject to the limits set out in the next paragraph. We will not in any circumstances have any
liability for loss of business, loss of profits, loss of anticipated savings,
loss of or damage to data, third party claims or any consequential loss. We strongly advise you to insure against all
such potential loss, damage expense or liability.
In addition, Member release
Executive Systems from any liability arising out of or incurred in connection
with any Member Mail and/or Packages received.
We will be liable:
– up to a maximum of $1,000,000 (for any one event or series of
connected events ) for damage to your personal property
– up to a maximum of 125% of the total fees paid under your Agreement
up to the date on which the claim in question arises or $50,000 (whichever is
higher,) in respect of all other losses, damages, expenses, or claims.
12. Internet. We do not
make any representations as to the security of our network (or the Internet) or
of any information that you place on it.
You should adopt whatever security measures (such as exception) you
believe are appropriate to your circumstances.
We cannot guarantee that a particular degree of availability will be
attained in the connection with your use of the services.
You
hereby warrant to us that, in the course of our provision of the Internet
services to you, you will not nor will you cause us to infringe the rights of
any third party. We warrant that the
services shall be provided and performed in a professional and workmanlike
manner. If we fail to provide the
services as warranted, your sole and exclusive remedy shall be the remedy of
such failure by us within a reasonable time after written notice.
The above warranty is in lieu of all other terms,
conditions and warranties, whether express or implied by usage, custom, statue
or otherwise appertaining to the services and manner in which we perform our
obligations and exercise our rights including, but without prejudice in the
generality of the foregoing, such as relates to the description, performance
quality, suitability or fitness for any particular purposes, of the
services. We do not warrant that the
services will be uninterrupted or error free.
13. Duration. Your Agreement lasts for the period stated in it
and will then automatically be extended for successive period equal to the
current term but no less than 3 months until brought to an end by you or by
us. All periods shall run to the last
day of the month in which they would otherwise expire. The fees on any renewal will be the current
market price. In all other respects your
Agreement will renew on the same terms and conditions.
14. Bringing Your Agreement
to an End. Either of us can
terminate your Agreement at the End Date stated in it, or at the end of any
extension or renewal period, by giving at least three months written notice to
the other. However, if your Agreement,
extension or renewal is for three months or less and one of us wishes to
terminate it, the notice period is two month prior to the expiration of your
Agreement, extension or renewal.
15. Ending Your Agreement Immediately. We may put an end to your
Agreement immediately by giving you notice if:
1) You become insolvent, go into liquidation, or
become unable to pay your debt as they come due
2) You are in breach of one
of your obligations which cannot be put right or which we have given you notice
to put right and which you have failed to put right within fourteen days of
that notice, or
3)
Your
conduct, or that of someone at the business center with your permission or at
your invitation, is incompatible with ordinary office use. If we put an end to the Agreement for any of
these reasons it does not put an end to any then outstanding obligations. You may have and you must
*
Pay for additional service you have used
* Pay the standard fee for
the remainder of the period for which your Agreement would have lasted had we
not ended it, or (longer) for a further period of three months,
and
*
indemnify us against all costs and loss we incur as a result of the termination
16. If the Business Center is not available.
In the unlikely event that we are no longer able to provide the services and
accommodation at the business center stated in your Agreement then your
Agreement will end and you will only have to pay standard fees up to the date
it ends and for the additional service you have used. We will try to find suitable alternative
accommodation for you at another Business Center.
17. Notices. All formal notices must be
in writing. Member is responsible to
keep updated address of record at the Business Centre.
18. Confidentiality.
The terms of your Agreement are confidential.
Neither of us may disclose them without the other’s consent unless
required to do so by law or an official authority. This obligation continues after your
Agreement ends.
19. Enforcing your
Agreement. You must pay any reasonable and proper costs including legal
fees which we incur in enforcing your Agreement. If ES enlists the services of a collection
agency to collect any amounts due to it from Member under this Agreement,
Member shall be responsible for and agrees to pay all such collection costs.
20. Data Protection. We
will not process, disclose or transfer any personal data which we hold on or in
relation to you unless we consider it to be reasonable and to ensure that it is
used only fulfill your obligations under this agreement or for work assessment
and fraud prevention or to make available information about new or beneficial
products or services.
21. Applicable Law.
Your Agreement is interpreted and enforced in accordance with the laws of the
state in which the business center in question is located. We both accept the exclusive jurisdiction of
the courts of such jurisdiction where the center is located.
22. Standard Services.
All fees plus appropriate taxes are invoiced in respect of the services to be
provided during the following month in advance in full on the 1st day (or such
other day as we designate) of each month.
No refund will be given for months of less than 30 days nor will any
additional charge be levied for months of more than 30 days. For a period of less than a month, the
applicable fee will be applied on a daily basis. You agree to pay promptly all (I) sales, use,
excise and any other taxes, surcharges or license fees which you are required
to pay to any governmental authority (and, at our request, will provide to use
evidence of such payment), and (ii) any taxes paid by us attributable to your
accommodation, including without limitation, any gross receipts, rent and
occupancy taxes, surcharge fees or tangible personal property taxes. Where Member has agreed to participate in our
Direct Debit Program, payment of fixed and variable charges will be made
automatically through this mechanism.
23. Additional Business
Services. Fees for additional business services, plus applicable taxes, in
accordance with our published rates may change from time to time, are invoiced
in arrears and payable on the 1st day (or such other say as we designate) of
the month following the calendar month in which the additional services were
provided.
24. Late Payment. If
you do not pay fees when due, a minimum service fee of $25.00, plus a 10%
interest fee will be charged on all overdue balances. If you dispute a part of any invoice you must
pay the amount not in dispute by the due date or be subject to late fees. We also reserve the right to withhold
services, including denying you access to your accommodations, while there are any
outstanding fees and interest or you are in breach of your agreement.
25. Cross Default. You
agree that, if you are in default under a service agreement with us at a
different business center (“Different Location Agreement”) to the one specified
in this Agreement, that we may recover any unpaid sums due under a Different
Location Agreement from you under this Agreement and that we may, in particular
(but not limited to), withhold services under this Agreement or deduct sums
from the deposit held under this Agreement
or deduct sums from the deposit held under this Agreement or deduct sums from the deposit held under
this Agreement in respect of such unpaid sums.
26. Insufficient Funds
Fees. You will pay of fee of $50.00 or the maximum amount permitted by law
for the return of any payment for insufficient funds.
27. Invoicing. It is
agreed that receiving an invoice is merely a courtesy and that the License Fee
as outlined herein is due and payable in the absence of receipt of invoice. In the event of a discrepancy between the
invoice and the Service Agreement the written service agreement will take
precedence.
