1. Product Definition
1.2 Telephone answering: Entitles the Client to a local telephone number determined by S-B-N in the designated centre, a personal call answering during office hours and after business hours and weekend voicemail access.
1.3Virtual office: Includes all services detailed in 1.1 and Mail forwarding
1.4 Mailbox Services: Entitles the Client to pick up letters (see section 4.4) at any agreed S-B-N Limited centre
2. This Agreement
2.1 Comply with House Rules: The Client must comply with any rules that SBN impose generally on users of the designated centre. Such rules are developed and/or imposed to protect Client use of designated centre for work. The rules may vary from country to country and centre to centre and these can be requested locally.
2.2 Duration: This agreement lasts for 12 months and then will be extended automatically for successive periods equal to the current term but no less than 6 months (unless legal renewal term limits apply)until brought to an end by the Clients or by SBN. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be then prevailing market rate.
2.3 Bringing this agreement to an end: Either SBN 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 three months written notice to the other. However, if this Agreement, extension or renewal is for three months or less and either SBN 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, SBN 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 SBN sole discretion.
If SBN puts an end to this agreement for any of these reasons it does not put an end to nay outstanding obligations, including payment of nay additional services used as well as the monthly fee for the remainder of the period for which this Agreement would have lasted if SBN had not ended it.
2.5 if the Centre is no longer available: in the event that SBN is no longer able to provide the services at the designated centre 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. SBN 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 SBN nor the Clients may knowingly solicit or offer employment to any 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. Noting in this case, clause shall prevent either SBN or the Client from employing an individual who responds i good faith and independently to an advertisement which is made to the public at large.
2.7 Client Representation of SBN Employees: Throughout the duration of this agreement, Client agrees that neither the Client, nor any of Client’s partners, members, officers or employees will represent, or otherwise provide legal counsel to, any of SBN current or former employees in any dispute with, or legal proceeding against SBN Ltd or any of its affiliates, members, officers or employees.
2.8 Notices: All formal notices must be in writing to the address written on the footer of this agreement. It is the Client’s responsibility to keep their address up to date with the designated centre at all times.
2.9 Confidentiality: The terms of this agreement are confidential. Neither SBN 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 with the law of the place where the relevant centre is located. SBN and the Client both accept the exclusive jurisdiction of the courts of such jurisdiction. 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 cost including legal fees that SBN incurs in enforcing this Agreement.
3.1Compliance with the law: 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 SBN or by others, cause any nuisance or annoyance, and increase the insurance premiums SBN has to pay, or cause loss or damage to SBN (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 forgoing sentence are a material inducement in SBN’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 SBN to terminate this agreement, without further notice or procedure.
3.2The Client acknowledges and accepts that its personal data may be transferred or made accessible to all entities of the SBN group, wherever located for the purposes of providing the services herein.
4.1The Client must not carry on a business that competes with SBN business of providing serviced office accommodations, virtual offices, or its ancillary
4.2The Client’s name and address: The Client may only carry on that business in its name or some other name that SBN previously agrees.
4.3Use 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 SBN, (if relevant) by local compliance rules or by paying additional monthly fee of £5 for our Business Hosting service. Any other form of use is prohibited without SBN’S Prior written consent.
4.4Parcels and Packages: Any packages or parcels received on behalf of Virtual Office or Mailbox Clients will be managed under our parcel services rules by default. There is no charge if parcels collected in 72 hours upon delivery, additional £1 daily charge will be applied if not collected after 3 days. SBN will not accept any parcels, packages, or crated items larger than 5 kg and up to 10 parcels are allowed per customer. 2 forms of ID and Proof of Address are required before third party collection will be permitted.
4.5Temporary Accounts: Potential Clients who have made payment but are yet to provide all the required registration documents may be issued a Temporary Account for immediate access. Failure to provide these documents within the agreed times scales (usually 28 days) will lead to termination of the account.
5. SBN’S Liability
To the maximum extent permitted by applicable law, SBN will not be liable for any loss, sustained as a result of SBN’S failure to provide a service as a result of any mechanical breakdown, strike, or termination of SBN’ 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 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.
6.1Taxes 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 SBN’Srequest, will provide to the company evidence of such payment) and (ii) any taxes paid by SBN 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 two months of the monthly fee (plus VAT/TAX where applicable) upon entering into this agreement unless a greater amount is specified on this agreement. This will be held by SBN without generating interest as security for performance of the Client’s obligation under this agreement. The service retainer/deposit, or any balance after deducting outstanding fees and other cost due to SBN, will be returned to the Client after the Client has settled their account with SBN and funds have cleared. SBN 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 SBN’S fees when due.
6.3 Registration fee:This is included when Clients sign up.
6.4 Payment: SBN is continuously striving to reduce it environmental impact and supports its Clients in doing the same. Therefore, SBN 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. Payments are to be made one month before the Client’s service expires.
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 late payments aren’t made within 7 days of the due date, this will result in daily interest. If SBN feels as its reoccurring, then SBN will stop the Client’s service. 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. SBN also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its services, 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 SBN will increase the monthly 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 SBN 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 SBN at the specified rates for the duration of this agreement (including any renewal). Specific due dates will differ by country. 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 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 SBN’ 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.
6.10 Discounts, Promotions and Offers:If the Client benefited from a special discount, promotion or offer, SBN may discontinue that discount, promotion or offer without notice if the Client breaches
As witness the hands of the parties hereto:
Signed on behalf of the Licensor:
Signed by the Licensee:
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