IVY Business Centre Terms & Conditions
1. Product Definition
1.1 Mailbox Plus: Entitles the Client to receive mail at the Provider’s Centre specified in this Agreement (“designated Centre”). The Client may use the address of the designated Centre for business correspondence subject to exception in certain locations.
1.2 Telephone Answering: Entitles the Client to a local telephone number determined by the Provider in the designated Centre, personalized call answering service during normal business hours, and after business hours and weekend voicemail access.
1.3 Virtual Office and Virtual Office Plus: Includes all services detailed in sections 1.1 and 1.2. In addition the Client is entitled to receive faxes at the designated Centre. Due to postal requirements, the Virtual Office product provides 2 days of private office usage per month at the designated Centre and a lobby directory listing at reception., the Virtual Office Plus product provides 5 days of private office usage per month at the designated Centre, subject to availability.
2. This Agreement
2.1 Comply with House Rules: The Client must comply with any House Rules which the Provider imposes generally on users of the designated Centre. Such rules are developed and/or imposed to protect Client’s use of the designated Centre for work. The House Rules vary from country to country and from Centre to Centre and these can be requested locally.
2.2 AUTOMATIC RENEWAL: THIS AGREEMENT LASTS FOR THE PERIOD STATED IN IT AND THEN WILL BE EXTENDED AUTOMATICALLY FOR SUCCESSIVE PERIODS EQUAL TO THE CURRENT TERM BUT NO LESS THAN 2 MONTHS (UNLESS LEGAL RENEWAL TERM LIMITS APPLY) UNTIL TERMINATED BY THE CLIENT OR BY THE PROVIDER PERSUANT TO SECTION 2.3. ALL PERIODS SHALL RUN TO THE LAST DAY OF THE
MONTH IN WHICH THEY WOULD OTHERWISE EXPIRE. THE FEES ON ANY RENEWAL WILL BE AT THE THEN PREVAILING MARKET RATE.
2.3 CANCELLATION: EITHER THE PROVIDER OR THE CLIENT CAN TERMINATE THIS AGREEMENT AT THE END DATE STATED IN IT, OR AT THE END OF ANY EXTENSION OR RENEWAL PERIOD, BY GIVING AT LEAST TWO MONTHS WRITTEN NOTICE TO THE OTHER. HOWEVER, IF THIS AGREEMENT, EXTENSION OR RENEWAL IS FOR THREE MONTHS OR LESS AND EITHER THE PROVIDER OR THE CLIENT WISHES TO TERMINATE IT, THE NOTICE PERIOD IS TWO MONTHS OR (IF TWO MONTHS OR SHORTER) ONE WEEK LESS THAN THE PERIOD STATED IN THIS AGREEMENT.
2.4. Ending this Agreement immediately: To the maximum extent permitted by applicable law, the Provider may put an end to this Agreement immediately by giving the Client notice and without need to follow any additional procedure if (a) the Client becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) the Client is in breach of one of its obligations which cannot be put right, or (c) its conduct, or that of someone at the Centre with its permission or invitation, is incompatible with ordinary office use which shall be determined at the Provider’s sole discretion.
If the Provider puts an end to this Agreement for any of these reasons it does not put an end to any outstanding obligations, including the payment of any additional services used as well as the monthly fee for the remainder of the period for which this Agreement would have lasted if the Provider had not ended it.
2.5 If the Centre is no longer available: In the event that the Provider is no longer able to provide the services at the designated Centre stated in this Agreement then this agreement will end and the Client will only have to pay monthly fees up to the date it ends and for the additional services the Client has used. The Provider will try to find suitable alternative for the Client at another designated Centre.
2.6 Employees: While this Agreement is in force and for a period of six months after it ends, neither the Provider nor the Client may knowingly solicit or offer employment to any of the other’s staff employed in the designated Centre. This obligation applies to any employee employed at the designated Centre up to that employee’s termination of employment, and for three months thereafter. It is stipulated that the breaching party shall pay the non-breaching party the equivalent of one year’s salary for any employee concerned. Nothing in this clause shall prevent either the Provider or the Client from employing an individual who responds in good faith and independently to an advertisement which is made to the public at large.
2.7 Client Representation of the Provider’s employees: Throughout the duration of this agreement, Client agrees that neither Client, nor any of Client’s partners, members, officers or employees will represent, or otherwise provide legal counsel to, any of the Provider’s current or former employees in any dispute with, or legal proceeding against, the Provider, or any of the Provider’s affiliates, members, officers or employees.
2.8 Notices: All formal notices must be in writing to the address first written on the front page of the Agreement. It is the Client’s responsibility to keep their address of record up to date with the designated Centre at all times.
2.9 Confidentiality: The terms of this Agreement are confidential. Neither the Provider nor the Client may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after this Agreement ends.
2.10 Applicable law: This agreement is interpreted and enforced in accordance with the law of the place where the relevant Centre is located. All dispute resolution proceedings will be conducted in the country, state or province where the Centre is located. If any provision of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force. In the case of Japan all agreements will be interpreted and enforced by the Tokyo District Court, and in the case of France, any dispute regarding this agreement will be settled by the relevant courts of the Paris jurisdiction.
2.11 Enforcing this Agreement: The Client must pay any reasonable and proper costs including legal fees that the Provider incurs in enforcing this Agreement except that the Provider and the Client will bear their own arbitration costs in the event of arbitration.
3.1 Compliance with the law: The Client must comply with all relevant laws and regulations in the conduct of its business. The Client must do nothing illegal in connection with its use of the Business Centre. The Client must not do anything that may interfere with the use of the Centre by the Provider or by others, cause any nuisance or annoyance, increase the insurance premiums the Provider has to pay, or cause loss or damage to the Provider (including damage to reputation) or to the owner of any interest in the building which contains the Centre the Client is using. The Client acknowledges that (a) the terms of the foregoing sentence are a material inducement in the Provider’s execution of this agreement and (b) any violation by the Client of the foregoing sentence shall constitute a material default by the Client hereunder, entitling the Provider to terminate this agreement, without further notice or procedure.
3.2 The Client acknowledges and accepts that its personal data may be transferred or made accessible to all entities of the Provider group, wherever located, for the purposes of providing the services herein.
4.1 The Client must not carry on a business that competes with the Provider’s business of providing serviced office accommodations, virtual offices or its ancillary services.
4.2 The Client’s name and address: The Client may only carry on that business in its name or some other name that the Provider previously agrees.
4.3 Use of the Centre Address: The Client may use the designated Centre address as its business address. The Client is not permitted to use the address of the designated Centre as their registered office address unless permitted by law and by the Provider and (if relevant) by local compliance rules. Any other uses are prohibited without the Provider’s prior written consent.
5. The Provider’s Liability
To the maximum extent permitted by applicable law, the Provider will not be liable for any loss sustained as a result of the Provider’s failure to provide a service as a result of any mechanical breakdown, strike, or termination of the Provider’s interest in the building containing the Centre. THE CLIENT EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS, REVENUE, PROFITS OR DATA, FOR ANY REASON WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY FAILURE TO FURNISH ANY SERVICE PROVIDED HEREUNDER, ANY ERROR OR OMISSION WITH RESPECT THERETO, FROM FAILURE OF ANY AND ALL COURIER SERVICE TO DELIVER ON TIME OR OTHERWISE DELIVER ANY ITEMS (MAIL, PACKAGES, ETC.) OR ANY INTERRUPTION OF SERVICES.
6.1 Taxes and duty charges: The Client agrees to pay promptly (i) all sales, use, excise and any other taxes and license fees which the Client is required to pay to any governmental authority (and, at the Provider’s request, will provide to the Provider evidence of such payment) and (ii) any taxes paid by the Provider to any governmental authority that are attributable to the accommodation, where applicable, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees.
6.2 Service Retainer/Deposit: The Client will be required to pay a service retainer/deposit equivalent to one months of the monthly fee (plus VAT/Tax where applicable) upon entering into this Agreement unless a greater amount is specified on the front of this agreement. This will be held by the Provider without generating interest as security for performance of all the Client’s obligations under this Agreement. The service retainer/deposit, or any balance after deducting outstanding
fees, and other costs due to the Provider, will be returned to the Client after the Client has settled their account with the Provider and funds have cleared. the Provider may require the Client to pay an increased retainer/deposit if outstanding fees exceed the service retainer/deposit held and/or the Client frequently fail to pay the Provider’s fees when due.
6.3 Registration Fee: The Client will be charged a one-time registration fee. This fee is listed in the House Rules.
6.4 Payment: the Provider is continually striving to reduce its environmental impact and supports its clients in doing the same. Therefore the Provider will send all invoices electronically (where allowed by law) and the Client will make payments via an automated method such as Direct Debit or Credit Card, wherever local banking systems permit unless another form of payment is offered to the Client as a qualified and current Key Account. All amounts payable by the Client under this agreement may be assigned to other members of the Provider’s group.
6.5 Late payment: If the Client does not pay fees when due, a fee will be charged on all overdue balances. This fee will differ by country and is listed in the House Rules. If the Client disputes any part of an invoice the Client must pay the amount not in dispute by the due date or be subject to late fees. The Provider also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its accommodation, where applicable) while there are any outstanding fees and/or interest or the Client is in breach of this Agreement.
6.6 Insufficient Funds: The Client will pay a fee for any returned cheque or any other declined payments due to insufficient funds. This fee will differ by country and is listed in the House Rules.
6.7 the Provider will increase the monthly virtual office fee each and every anniversary of the start date of this agreement by a percentage amount equal to the increase in the All Items Retail Prices Index, or such other broadly equivalent index which the Provider substitutes provided that if the foregoing increase is not permitted by applicable law, then the monthly virtual office fee shall be increased as specified in the House Rules. This will only apply to agreements that have an
original start and end date constituting more than a 12 month term. Renewals will be renewed as per clause 2.2 above and only those renewals with a start and end date constituting a term of over 12 months will have the same increase applied.
6.8 Standard services: The monthly fee and any recurring services requested by the Client are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by the Provider at the specified rates for the duration of this Agreement (including any renewal). Specific due dates will differ by country and are listed in the House Rules. Where a daily rate applies, the charge for any such month will be 30 times the daily fee. For a period of less than a month the fee will be applied on a daily basis.
6.9 Pay-as-you-use and Additional Variable Services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with the Provider’s published rates which may change from time to time, are invoiced in arrears and payable the month following the calendar month in which the additional services were provided. Specific due dates will differ by country and are listed in the House Rules. If you use a telephone provider used by the Ivy Business Centre then the provider can obtain upfront fees for the estimated usage of calls and equipment in advance.
7.0 The usage of Meeting rooms will be billed onto your account every month.
7.1 Free car parking spaces will be applicable to the tenant based upon the size of office acquired. Each tenant with 400 square foot will be entitled to 1 free car parking space and pro-rata. Additional parking spaces can be rented at £15 per week which can be added to the monthly rent. Ivy Business Centre will provide 8 free visitors car parking spaces which will be allowed for visitors for a maximum of 2 hours per car. A daily cost for visitor parking will be £3 per day and a parking permit can be obtained from reception.
7.1 Cleaning services can be provided to each tenant for internal office cleaning @ £8.50 per hour for 1 days cleaning per week.