1.1 Subject to these terms and conditions, the Provider undertakes:
1.1.1 To permit the Client to share with the Provider and all others authorised by the Provider the use of the Designated Space or such other suite(s) or room(s) as the Provider may from time to time direct 24 hours a day, 365 days of the year for the Contract Period.
1.1.2 To permit the Client to use the Designated Space as offices within Class B1(a) of the Schedule to the Town and Country Planning (Use Classes) Order 1987 and to use the Provider’s fixtures and fittings in the Designated Space.
1.1.3 To permit the Client to have access to the Designated Space via the entrance hall and passageways and stairways in the building from time to time designated by the Provider for use by the Client.
1.1.4 To permit the Client to use the communal toilets and kitchen facilities in the Building which are from time to time designated by the Provider for use by the Client.
1.2 The Provider shall have the right at any time for any reason to move the Client to other accommodation within the business centre.
1.3 These terms and conditions apply to the provision of the Services by the Provider to the Client to the exclusion of any other terms that the Client seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
2 FEES AND PAYMENT
2.1 The Fixed Fees shall be as set out on the front of this agreement. The Provider reserves the right to amend the Fixed Fees at any time by giving at least one month’s written notice to the Client. The Fixed Fees include all rates (except where specifically agreed between the Client and Provider).
2.2 In addition, the Fixed Fees include:
All charges relating to normal use of heating, lighting, cleaning and servicing of public areas such as reception, kitchen and sanitary facilities
An office furnished with desks, pedestals and standard operator chairs
Receptionist to greet visitors during normal office hours (8.30am to 5.30pm Mon – Fri), along with message taking and relaying
Standard internet access
Phone system with single DDI number per company, voicemail, extension numbers and handsets
2.3 The following variable services and facilities (Variable Services) are made available, subject to payment of Variable Service Fees, either directly by the Provider or through third parties:
– Secretarial services, photocopying, printing, courier services, facsimile
– Travel arrangements, office supplies, meeting rooms
– Food and beverage services
– Non-standard internet access
– Additional DDI numbers
This list of variable services is not exhaustive, please see our Price List for the full range of variable services available
2.4 The Variable Services Fees shall be as set out in the Price List. In the event that a new edition of the Price List is produced by the Provider during the course of the Contract Period, the Variable Services Fees shall be adjusted in accordance with the new Price List. The Provider shall give the Client one month’s written notice of any new Price List.
2.5 The Provider shall invoice the Client within the first week of each calendar month for the following:
2.5.1 the Fixed Fees which are due in advance in respect of the following calendar month; and
2.5.2 the Variable Services Fees which are due in respect of the previous calendar month.
2.6 Except as set out in clause 2.7 below, the Client shall pay all of the Provider’s invoices by direct debit. The Client shall complete a direct debit mandate to allow the Provider to collect payment by direct debit. The Client shall make payment of each invoice by direct debit on or after the 28th day of the calendar month in which the invoice was received (or such other date as may be agreed between the parties in writing).
2.7 The Client shall make the following payments on the date of this agreement:
2.7.1 the Deposit; and
2.7.2 the Fixed Fees payable in respect of the first month of the agreement (or such other period as notified by the Provider until payment by direct debit takes effect).
2.8 Any payments made from overseas must be received by the Provider net of any bank or transaction charges for the invoiced amount in pounds sterling.
2.9 All prices are exclusive of VAT which the Provider shall add to its invoices at the appropriate rate.
2.10 The Provider may at any time set off any amount owing to it by the Client against any amount payable by the Provider to the Client (including the Deposit).
2.11 The Fixed Fees may be subject to discounts depending on the period of time the Client agrees to take the Designated Space for. If the Client takes advantage of any discount based on a minimum period and then subsequently terminates the Contract within that minimum period, the Provider will re-invoice the Client for the difference between the rate paid by the Client and the rate that should have been chargeable, due to the reduction in the occupation period.
2.12 The Client shall pay to the Provider interest at the rate of 4% above the Bank of England’s published annual base rate for the time being in force on any outstanding amounts unpaid. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The Client shall pay the interest together with the overdue amount.
2.13 Payment of disputed invoiced items – Should any part of an invoice issued by the Provider be in dispute, the Client shall pay the part of the invoice which is not in dispute in accordance with clause 2.6 while the disputed amount is being settled between the Provider and the Client (this is without prejudice to the rights of the Provider to receive interest under clause 2.12 above).
3 CLIENT’S OBLIGATIONS
The Client agrees and undertakes:
3.1 To keep the Designated Space clean and tidy and clear of rubbish and use the Designated Space (or such other suite(s) or room(s) as may be directed by the Provider) and all its furniture and equipment in a reasonable manner and so as not to cause damage to the same.
3.2 To pay to the Provider all charges in respect of all telephone calls made by the Client and all other extra services provided either by the Provider or (where the Provider is initially responsible for the cost) by any other person at the Client’s request including (without limitation) photocopying, refreshments, storage and secretarial services (together with any VAT that may properly be payable).
3.3 To comply with all current legislation applicable to the Client’s use and occupation of the Designated Space.
3.4 To conduct its business from the Designated Space in a way that does not interfere with the Provider or with other Clients or occupiers of the Building. Any act or omission on the part of any employee or member of staff of the Client shall be deemed to be the act or omission of the Client.
3.5 To vacate the Designated Space on the expiry or determination of this Contract and remove all the client’s furniture, equipment and goods from the Designated Space and during the Contract Period afford access at all times and for all purposes to the Provider.
3.6 To indemnify the Provider and keep the Provider indemnified against all losses claims demands actions proceedings damages costs or expenses or other liability arising in any way due to any breach of any of the Client’s obligations contained in this Contract, or the exercise or purported exercise by the Client of any of the rights given under this Contract.
3.7 To observe and comply with such rules, regulations and instructions as the Provider may make and/or provide and which are notified to the Client from time to time regarding the Client’s use of, the operation and management of the services provided by the Provider and the Client’s use of the Provider’s assets (including the Designated Space). The Provider shall have no liability to the Client in the event that the Client has failed to comply with any such instructions.
3.8 To abide by the Provider’s Internet Fair Usage Policy.
3.9 The Client acknowledges that the whole of the interior of the Building is strictly no smoking. Should a person wish to smoke they must vacate the Building.
4 CLIENT’S RESTRICTIONS
The Client shall not:
4.1 Impede or interfere with the Provider’s right of possession and control of the Designated Space and the Building, obstruct the stairs, passages, lifts or other common parts of the Building, bring in or take out of the Building between the hours of 9am and 6pm any items of a bulky nature or at any time overload the lifts.
4.2 Bring any office furniture into the Designated Space nor install or connect to any utility or telecommunications service in the Designated Space save as may be permitted in writing by the Provider.
4.3 Alter the Designated Space or carry out any works in or to the Designated Space or move any fire extinguishers unless they are required in an emergency.
4.4 In any way seek to entice away or make any offer of employment to any employee or member of staff of the Provider. This applies to the entire duration of the Agreement and six months following its termination. If the Client contravenes this provision then the Provider will be entitled to compensation equal to the total annual remuneration of the employee(s) in question.
4.5 Allow any other person, company or body (other than the Client’s own staff and employees) to use or occupy the Designated Space.
4.6 Allow any employee or member of staff to work at any time outside of normal business hours without being fully trained in the fire evacuation procedure.
4.7 Cause any nuisance or inconvenience to the Provider or to other Clients or occupiers of the Building or do anything that may bring the Building into disrepute or that may affect the credit rating of the Provider or of any other Client or occupier of the Building.
4.8 Affix or display anything on the windows or doorways without consent in writing from the Provider.
4.9 Install its own copying machines in the Designated Space.
4.10 Use its own hot drink making facilities in the Designated Space.
4.11 Do or omit to do anything which would or might cause the Provider’s insurance policy for the Building to be void or voidable and in the event that the Client breaches the provisions of this clause it will indemnify the Provider for all losses and loss and expenses which it incurs as a result of such breach.
5 LIMITATION OF LIABILITY
5.1 Nothing in these terms and conditions shall limit or exclude the Provider’s liability for death or personal injury caused by its negligence or for fraud or misrepresentation.
5.2 Subject to clause 5.1, the Provider shall under no circumstances be liable to the Client (whether in contract, tort (including negligence) or otherwise) for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract.
5.3 Subject to clause 5.1, the Provider’s total liability to the Client in respect of all losses arising under or in connection with the Contract shall be limited to the total Fixed Fees and Variable Service Fees paid by the Client in the preceding 12 months.
5.4 The Provider is not liable for any loss as a result of any delay or its failure to provide any service under this Contract as a result of mechanical breakdown, strike, maintenance, repair, a shortage of fuel, water, materials or labour or any other matter beyond the reasonable control of the Provider.
5.5 The Provider is not liable for any failure in respect of the rights granted under this Contract until the Client has told the Provider about it and given the Provider a reasonable time to put right.
6.1 Without limiting any other rights and remedies, this Contract may be terminated as follows:
6.1.1 On not less than three month’s notice (two months during the initial six months of the Contract) in writing given by either party to the other. If the Designated Space consists of office facilities which are shared with the Provider or any of the Provider’s clients, the notice period is reduced to 14 days.
6.1.2 Immediately on notice in writing from the Provider to the Client in the event that the Building and/or Designated Space becomes unusable due to fire, explosion or any other cause, and any advance payment of Fixed Fees made by the Client prior to such notice in respect of a period after that date shall be repaid by the Provider to the Client.
6.1.3 Immediately on notice in writing from the Provider to the Client if the Client breaches a material term of this Contract and, if such breach can be remedied, fails to remedy it within 14 days of being notified to do so.
6.1.4 Immediately on notice in writing from the Provider to the Client if the Client (being an individual) shall become bankrupt or (being a company) shall enter into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction of a solvent company) or has an administration order made in respect of its business or has a receiver appointed of its undertaking or if the Client for the time being shall enter into any arrangement or composition for the benefit of the Client’s creditors or shall suffer any distress or execution to be levied on the Client’s goods.
6.2 On termination of the Contract for any reason, the Client shall immediately pay to the Provider all of the Provider’s outstanding invoices. In respect of services which have been supplied but for which no invoice has been submitted, the Provider shall submit an invoice which shall be payable by the Supplier immediately upon receipt.
6.3 On termination of the Contract for any reason, the Provider is entitled to redecorate the Designated Space in preparation for the next client and deduct the reasonable costs of such redecoration from the Deposit.
6.4 In the event that the Client vacates the Designated Space prior to the expiry of this Contract, the Provider reserves the right to refurbish and remarket the Designated Space so that it may immediately be re-let on the expiry of this Contract.
6.5 For clarity the duration of occupancy starts and runs consecutively from the first day of occupation, it does not start again with any renewed Contract.
6.6 Without limiting its other rights and remedies, if any of the Provider’s invoices remain unpaid 7 days after the due date then all services will be automatically withdrawn without notice to the Client. Services will only be reinstated once the Provider has accepted an explanation for late payment, or payment has been made. The Client’s liability to pay the Fixed Fees shall not cease during any temporary withdrawal of the Services.
7.1 The Deposit will be held during the Contract Period by the Provider in an interest bearing account as security for payment of the Fixed Fees and any other sums payable pursuant to this Contract or on breach of any of its provisions whether during or at the end of the Contract Period.
7.2 In the event that the Provider withdraws money from the Deposit the Client must pay to the Provider the sum required to restore the Deposit to its original level. The Provider will as soon as reasonably practicable after the end of the Contract Period return the Deposit or (as the case may be) the balance of the Deposit to the Client after deducting sums then due under or arising from any breach of this Contract (including the reasonable costs of redecorating the Designated Space in accordance with clause 6.3).
8 OTHER PROVISIONS
8.1 The Client agrees that nothing in this Contract shall create the relationship of landlord and tenant or confer on the Client any estate or right outside the terms of this Contract nor any security of tenure.
8.2 The Client agrees that the Provider retains control, possession and management of the Designated Space and the Client has no right to exclude the Provider from the Designated Space.
8.3 The Provider strongly advises the Client to insure against all potential losses, damages, claims, expense or liabilities which might arise out of (but not limited to): its own property brought into the Designated Space or elsewhere into the building of which the Designated Space forms part; its own liability to its employees and third parties; business interruption; and any other matter under this Contract where the Provider excludes liability.
8.4 This Contract is personal to the Client and is not assignable and the rights given in clause 1 may only be exercised by the Client and its employees.
8.5 All notices given by either party to the other under this Contract shall be in writing and may be delivered by hand, sent by recorded delivery or sent by email to the other party. Any notice from the Provider to the Client shall be deemed sufficiently served if left by the Provider at the Designated Space.
8.6 In the event that any provision of this Contract shall become void and/or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable and the Contract shall continue in force in all other respects.
8.7 This Contract sets out the entire agreement between the parties and supersedes any prior agreement relating to its subject matter.
8.8 Nothing in this Contract shall be construed to create, either expressly or by implication, a joint venture or fiduciary relationship between the Provider and the Client.
8.9 The failure by a party to enforce any of the provisions of this Contract shall not be construed as a waiver of that party’s rights. No waiver shall be enforceable unless it is acknowledged in writing by the other party.
8.10 All the terms and conditions included in this Contract apply irrespective of whether the Contract has been signed by the Client or not. The Contract will be valid as long as it is signed by the Provider.
8.11 Building Address / Mail Handling: Upon termination of the Contract for whatever reason, it is the Client’s responsibility to notify all parties of the change of address. Subsequent mail sent to the Client at the Building Address will be returned to sender.
8.12 All 08XX numbers which are provided to the Client under this Contract remain the property of the Provider, other than if the Provider agrees to sell the number to the Client upon termination of the agreement.
8.13 This Contract shall not be amended except by the mutual written agreement of the parties.
8.14 Clients using, processing data and accessing internet services on their computers are solely and totally responsible for their own data protection and computer system security. The Provider will not be responsible for any corruption or loss of data. The Provider does not provide virus or firewall protection. The Provider does not provide IT support for its clients; the Client is responsible for the management of their computer systems.
8.15 The Provider gives no warranty that the Building has the necessary statutory consents or planning consents for the Client’s use of the Designated Space and the Provider gives no warranty that the Designated Space is fit for the use specified in clause 1.
8.16 The Provider does not under any circumstances provide any compensation for failures of the telecommunication or internet services. Should failure occur the Provider will use its best endeavours to restore the service at the earliest possible opportunity.
8.17 This Contract shall be governed by English law, and shall be subject to the exclusive jurisdiction of the English courts.
Money Laundering Regulations 2007 and the London Local Authorities Act 2007
Under the Money Laundering Regulations 2007 (as updated from time to time) and where applicable the London Local Authorities Act 2007, we may be required to verify the identity of those we deal with. This may include checking against electronic and other databases (public or otherwise).
Data Protection Act 1998 (the Act)
The information on this form may also be used to verify identity. That information will be held securely on our systems. It will only be passed to other group companies of ours and our and their trading partners for use exclusively in connection with the provision of serviced and/or virtual offices and related services. It will not be passed to any other party without your express permission, unless we are required to do so by law or regulation.
We will store the information and our verification thereof in accordance with relevant legislation after which it will be destroyed. The Act confers rights of access to certain information we hold. Details are available on request.
In addition this information may be used for the prevention or detection of offences for fraud prevention purposes. We may share any information we collect with the Police to assist with investigations and/or enquiries as well as other public or private sector agencies or representative bodies complying with legislation and in accordance with relevant statutory and regulatory obligations.
Information may also be shared with the Business Centre Association and their members. Information shared in this way will not be used for marketing purposes.
Eastway Enterprise Centre Ltd takes the safety of our tenants and employees very seriously. It is our policy to:-
– Ensure that all clients, staff, contractors, visitors, and members of the public are protected from the risk of fire;
– Carry out fire risk assessments and identify, implement, and maintain appropriate control measures;
– Ensure that all premises/offices comply with statutory requirements;
– Provide clients, staff, contractors and visitors with sufficient and appropriate fire awareness instruction and training.
By signing this Contract, the Client confirms that they have been made aware of and will ensure that their staff and visitors:-
– Observe all instructions, information and training intended to secure fire safety
– Co-operate with Eastway Enterprise Centre Ltd on all matters relevant to fire safety;
– Will not interfere with any building fabric or equipment provided in connection with assuring fire safety;
– Report any obvious defects or short-comings in fire safety provision, arrangements or procedures.