Terms and Conditions
Acknowledgement of the Modified Terms of Agreement
May 1, 2019
This notification hereby acknowledges that our Agreement referenced has been modified and superseded by the following Agreement, mutually agreed to by the parties:
You acknowledge that unless it is notified to the contrary, in writing within 10 days of receipt of this notification, it shall accept the above described modifications as agreed to by both parties, and shall hold our agreement to encompass these new terms.
USING VENTURE POINT
1. We Are VENTUREPOINT EVERYWHERE Inc hereafter referred to as “VP”. These are our terms of business. They apply to the service agreement which you the client have signed (which we refer to simply as your Agreement). Your Agreement supersedes any previous Agreement you may have with us for the same services and contains all the terms we have agreed upon.
STANDARD SERVICES INCLUDED IN YOUR STANDARD FEE
2. Furnished Office Accommodations – We are to provide the number of serviced and fully furnished accommodations for which you have agreed to pay in the business center stated in your Agreement (also referred to in this Agreement “Accommodation(s)”). Your Agreement lists the accommodations we have initially allocated for your use. Occasionally, we may need to allocate different accommodations, but these will be equivalent size, and we will attempt to obtain your approval with respect to such different accommodations in advance.
3. Office Services – We are to provide the services described on the Addendum of this Agreement, the VP workstations or cube offer and any other mutually agreed upon services such as Internet and phone during normal operating hours Monday through Friday. (Internet is available 24/7) We are happy to discuss special arrangements for use of these services outside our normal operating hours. All services are subject to the availability of our center team at the time of any services 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, a request for any particular Office 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.
USING THE ACCOMMODATIONS
4. On Moving In – You will be asked to sign an inventory of all accommodation(s), furniture and equipment you are permitted to use, together with a note of its condition and details of the keys or entry cards issued to you. You may at any time have as many employees working in your accommodation(s) as there are maximum allowable workstations. This number is noted on the Adendum Form of this Agreement. Anytime the number of people sharing an accommodation exceeds the maximum number of workstations allowable in that accommodation, a Hot Desk Supplement fee equal to the monthly standard VO fee (prices available on request) will apply for each person over the number of maximum workstations for the given accommodation. If at any time, the number of people physically present exceeds the maximum number of workstations allowable, those employees will pay an additional hourly or daily rate for the additional accommodations.
5. The Nature Of Your Business – You must only use the accommodation for office purposes, and only for the business stated in your Agreement or subsequently agreed with us. Office/Accommodation use of a “retail” nature, involving frequent visits by members of the public, is not permitted. You must not carry on a business that competes with our business of providing office services or cube accommodations. You must not use name VP or any of its associated companies in any way in connection with your business.
6. Your Name and Address – You may only carry on that business in your name or some other name that we previously agree on. At your request and cost we will include that name in the house directory at the business center. You must not put up any signs on the doors to your accommodation or anywhere else that is visible from outside the accommodation you are using. You may use the business center address as your business address if you use the center address as your registered business address. If you use the center address as your registered business address, you must have a third-party registered as your agent for services of process.
7. Taking Care of Our Property – You must take good care of all parts of the business center, its equipment, fittings and furnishings 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 center with your permission or at your invitation.
8. Office Furniture And Equipment – You must not install any furniture or office equipment, printer, cabling, IT or telecom connections without our consent, which we may refuse at our absolute discretion.
9. 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 ($29.00), 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 the business center when you leave.
10. 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 may 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 or any interest in the building which contains the business center. You acknowledge that (a) the terms on the foregoing sentence are a material inducement to us for the execution of you 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.
11. Comply With House Rules – You must comply with any house rules which we impose generally on users on the business center whether for reason of health and safety, fire precautions or otherwise. Specifically, it is prohibited to bring children under 18 or pets. House Rules
12. Insurance – It is your responsibility to arrange insurance for you own property which you bring into the business center and for your own liability to your employees and to third parties.
PROVIDING THE SERVICES
13. Access to Your Accommodations – We can enter your accommodation at any time. However, unless there is an emergency we will as a matter of courtesy try to inform you in advance when we need access to carry out testing, repair or work other than routine inspection, cleaning and maintenance. We will also respect security procedures to protect the confidentiality of your business.
14. 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.
15. Suspension of Services – We may by notice suspended the provision of services (including access to the business center) for reason 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.
16. 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 it 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 circumstance have any liability for loss of business, loss of profits, loss of anticipated savings, loss of 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, client releases VP from any liability arising out of or incurred in connection with any Client Mail and/or Packages received. • 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 equal to 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 others losses, damages expenses or claims.
17. Business Internet Access (“Data Services”) – Business Internet Access (“BIA Service”): BIA is Internet access service implemented using a hybrid fiber/coax (“HFC”) access network. The member interface to a cable modem is via Ethernet connection.
Member’s use of the Data Services is subject to the following additional terms and conditions: VP shall allow member to use (however in no event shall VP be responsible for) a Virtual Private Network (“VPN”) and to allow the VPN to pass through the cable modem of any Data Service, as applicable, provided that VP shall have the right to disconnect (or demand the immediate disconnection of) any such Data Service that degrades any service provided to other members on the VP network.
Member shall not upload, post, transmit or otherwise make available on or via the Data Service any material (including any message or series of messages) that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, obstructive, harassing, libelous, invasive of privacy or publicity rights, that in the circumstances would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or objectionable, or that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. VP may remove content that in its judgment violates these standards.
VP shall have the right, but not the obligation, to: (a) monitor traffic and content on its network, in its sole discretion, including through the use of automatic content filters (including without limitation spam, virus, and adult language sniffers and filters); and (b) monitor member’s bandwidth utilization and to limit excessive use of bandwidth (as determined by VP) as VP deems appropriate to efficiently manage its network. In the event that any VP audit reveals that member’s usage of a Data Service exceeds member’s rights under the Agreement, member shall pay VP an amount equal to one and a half times the Service Charges that would have been due for such excessive usage as liquidated damages and not as a penalty. In addition, member shall either discontinue any excess usage or thereafter continue to pay the applicable Service Charges for such additional usage. In addition, VP shall have the right, but not the obligation, to: (i) review public content associated with the Data Services, including chat rooms, bulletin boards and forums, in order to determine compliance with the Master Agreement and any rules now or hereafter established by VP; and (ii) remove (or demand the removal of) any such content that VP determines to be unacceptable or to violate the terms of the Master Agreement or any bandwidth utilization limitations.
Each tier or level of Data Services has limits on the maximum throughput rate at which member may send and receive data at any time and the maximum throughput rate may be achieved in bursts, but generally shall not be sustained on a consistent basis. The throughput rate experienced by member at any time shall vary based on numerous factors, including without limitation, the condition of member’s inside wiring, computer configurations, Internet and VP network congestion, time of day and the accessed website servers, among other factors.
SUPPORT & MAINTENANCE; VP shall use commercially reasonable efforts to maintain the VP provided and installed equipment, including as applicable, any cabling, cable modems, related splitters, routers or other items (collectively, “VP Equipment”), on VP’ side of the demarcation points used by VP to provide the Service. Equipment and services on member’s side of the demarcation points, as well as any other member-provided equipment, are the responsibility of the member. All such member support shall be provided only to member’s designated personnel, as mutually agreed upon by VP and member. member is responsible for all communications and interfaces with its End Users. In no event shall VP be responsible for providing support for any network, equipment or software not provided and installed by VP or for issues or problems beyond its control. Notwithstanding anything to the contrary in the foregoing, VP shall use commercially reasonable efforts to restore any cable cuts on the VP network and shall keep member reasonably advised of such restoration progress. member shall provide routine operational Service support for VP Equipment and Service components collocated at member’s or an End User’s facility, including without limitation by performing reboots, as requested by VP.
Member OBLIGATIONS; 1 member’s use of the Service (including all content transmitted via the Service) s hall comply with all applicable laws and regulations and the terms of the Agreement. member shall not resell or redistribute (whether for a fee or otherwise) the Service, or any portion thereof, or make any use of the Service other than for member’s internal business purposes, unless otherwise agreed in writing by VP. member shall ensure that its End Users’ use of the Service, if any, shall comply with all applicable laws and regulations and terms of the Agreement. VP may audit member’s use of the Service remotely or otherwise, to ensure member’s compliance with the Agreement. 2 member shall ensure that all VP Equipment at member’s and End Users’ facilities remains free and clear of all liens and encumbrances, and the member shall be responsible for loss or damage to the VP Equipment while at member’s or an End User’s facilities. member is responsible for ensuring that any member equipment used in connection with the Services is protected from fraudulent or unauthorized access. member is responsible for all access to and use of the Service (whether or not such use is fraudulent or authorized) and for the payment of all charges incurred on member’s Service account, including any charges resulting from fraudulent or unauthorized access to any member equipment until such time as member informs VP of such fraudulent or unauthorized access. In addition, as between the Parties, member is responsible for: (a) all content that is viewed, stored or transmitted via the Service; and (b) all third party charges incurred for merchandise and services accessed via the Service, if any. member shall conform its equipment and software, and ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by VP. 3 member shall not use, or allow the Services to be used, in a manner that would cause, or be likely to cause, VP to qualify as a “Covered 911 Service Provider” as defined in 47 C.F.R. §12.4 or any successor provision of the rules of the Federal Communication Commission. For avoidance of doubt, member and VP agree that any failure to satisfy the covenants set forth in the preceding sentence shall constitute a material breach of the Agreement
DISCLAIMER OF WARRANTY; MEMBER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK. VP EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE, AND VP EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, THE SERVICE, VP EQUIPMENT AND VP MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY VP, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. VP DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET MEMBER’S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE AGREEMENT, VP DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY VP SHALL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, MEMBER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. MEMBER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT MEMBER’S OWN DISCRETION AND RISK AND THAT MEMBER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER’S OR AN END USER’S COMPUTER SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM, MEMBER’S OR ITS END USERS’ USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, MEMBER’S OR END USERS’ SENDING OR RECEIVING, OR UPLOADING OR DOWNLOADING, OR ATTEMPTS TO DO THE SAME, OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, THE MEMBER ACKNOWLEDGES AND AGREES THAT VP’ THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO MEMBER UNDER THE AGREEMENT AND VP DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT. 14.0 LIMITATION OF LIABILITY IN NO EVENT SHALL VP BE LIABLE TO MEMBER AN END USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF WHETHER VP HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VP’ AGGREGATE LIABILITY FOR ANY REASON AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY) SHALL BE LIMITED TO THE FEES PAID OR OWED BY MEMBER UNDER THE SERVICE ORDER THAT IS THE SUBJECT MATTER OF THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM ARISES. IN NO EVENT SHALL VP’ AFFILIATES, THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY TO MEMBER UNDER THE AGREEMENT. VP SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO MEMBER-PROVIDED EQUIPMENT, FACILITIES OR SERVICES.
Phone Service Specifications
Specifications • Port existing local DID main phone number(s) (or assign New Block) • Develop corporate auto attendant/IVR overlay • Dial by extension / name • Virtual extensions • Web administration • Voicemail • Notification by web, phone or pager • Virtual extensions • Web administration • Configure VoIP phone • Configure VoIP phones with caller ID and unlimited LD minutes per month
Includes: • Voicemail • Web Administration and account management • Call Forwarding • CallerID • DND • Transfer • User Directory • Extension dialing
18. The Nature or Your Agreement – Your Agreement is the commercial equivalent of an Agreement for accommodation in a hotel. The whole of the business center remains our property and in our possession and control. You acknowledge that your Agreement creates no tenancy interest, leasehold estate or other real property interest in your favor with respect to the accommodation. We are giving you just the right to share with us the use of the business center so that we can provide the services to you. The Agreement is personal to you and cannot be transferred to anyone else. We may transfer the benefit of your Agreement and our obligations under it at any time.
19. Memberships fees – You must pay your membership fee on or before the 1st day of each month (due date). There is no grace period for the payment, and you agree that not paying membership fee on or before the 1st of each month is a material breach of this agreement. Cash is not accept- able without our prior written permission. You cannot withhold or offset membership fee unless authorized by law.
20. Requirements – a) 2 photo identifications b) SSN or EIN c) Reference
21. Duration – Your Agreement lasts for the period stated in it and will then automatically be extended for successive periods 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.
22. Bringing your Agreement to An End – In order to receive your cancelation your account should be current. 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 two 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 one month or, if shorter, one week less than the period stated in your Agreement, extension or renewal. To cancel the agreement the “cancelation form” must be used, which is provided by the front desk.
23. Ending Your Agreement Immediately – We may put an end to your Agreement immediately by giving you notice if: • You become insolvent, go into liquidation or become unable to pay your debts as they fall due, • 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 • 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 services 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 (if longer) for a further period of three months, and • Indemnify us against all costs and losses we incur as a result of the termination.
24. 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 services you have used. We will try to find suitable alternative accommodation for you at another VP / business center.
25. When Your Agreement Ends – For Private Office Space: Upon your departure or if you, at your option, choose to relocate to a different accommodation within the business center a flat fee ($350.00) will be assessed to cover the routine cost of repainting and redecorating the accommodation to return it to its original condition in addition to general maintenance to the common areas of the business center in which you have had access. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If you leave any of your own property in the business center we may dispose of it in any way we chose without owing you any responsibility for it or any proceeds of sale. In order to transition your mail and telephone calls from the business center, you will be automatically entered into a Continuation Agreement with us on our standard terms at the time for 3 months. Current contract terms and pricing can be obtained through your VP General Manager. This agreement will also aid in the process of locating you when returning your services retainer after you have moved out. Any retainers not claimed after 120 days will be charged a monthly $50 account maintenance fee. If you continue to use the accommodation when your Agreement has ended: • You are responsible for any loss, claim or liability we incur as a result or your failure to vacate on time. • We may, at our discretion, permit you an extension subject to a surcharge on the standard fee.
For Virtual and all other memberships: Upon your departure or if you, at your option, choose to relocate to a different accommodation within the business center a flat fee ($90.00) to cover management expenses to close out your account in our system. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If you leave any of your own property in the business center we may dispose of it in any way we chose without owing you any responsibility for it or any proceeds of sale. In order to transition your mail and telephone calls from the business center, you will be automatically entered into a Continuation Agreement with us on our standard terms at the time for 3 months. Current contract terms and pricing can be obtained through your VP General Manager. This agreement will also aid in the process of locating you when returning your services retainer after you have moved out. Any retainers not claimed after 120 days will be charged a monthly $50 account maintenance fee. If you continue to use the accommodation when your Agreement has ended: • You are responsible for any loss, claim or liability we incur as a result or your failure to vacate on time. • We may, at our discretion, permit you an extension subject to a surcharge on the standard fee.
26. Change of Address – Once your agreement is terminated, for any reason, you are responsible to make the Change of Address of your company, registered agent and all the entities and persons we have received mail, to all government and private institutions within 30 days and you will stop the use any of VenturePoint’s address for legal use, promotion and/or marketing of your company on this address immediately. You are aware that VenturePoint will undertake all appropriate steps to protect its rights and its associated goodwill. In the event you are in default in this section you agree to pay $1,000 plus legal fees expended by VP.
27. Termination and Effect – VP may terminate or suspend access to the Service or Site with or without cause at any time and effective immediately. Reasons for termination or suspension shall include, but are not limited to, the following: inactivity of the User; violation of any terms listed in this policy; or failure to pay for Services.. VP shall not be liable to User or any third party for termination of the Service or Site. Should User object to any provision of the Terms or any subsequent modifications thereto or become dissatisfied with the Service or Site in any way, Users only recourse is to immediately: (a) terminate use of the Service and Site; and (b) notify VP of termination. Upon termination of access to the Service and Site, User’s right to use the Service and Site shall immediately cease. In the event of User default, User agrees to pay all costs, expenses and reasonable attorneys’ fees expended by VP in enforcing this Agreement or collecting any sums due hereunder both in and out of bankruptcy and before and after judgment.
28. Employees – While your Agreement is in force and for a period of twelve months after it ends, you must not solicit or offer employment to any of our current employees or anyone who has left our employment in the last 3 months. If you do, we estimate our loss at the equivalent of one year’s salary for each of the employees concerned and you must pay us damages equal to that amount.
29. Notices – All formal notices must be in writing. Client is responsible to keep updated address of record at the center.
30. 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.
31. Enforcing your Agreement – You must pay any reasonable and proper costs including legal fees which we incur in enforcing your Agreement.
32. Data Protection – We will not process, disclose or transfer (including outside the EEA – European Economic Area – to other countries which are part of our international network from time to time) 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 to 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. Please be aware that countries outside the EEA may not have laws in force to protect your personal data.
33. 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.
34. Office Set Up – A Setup Fee will be charged to all clients upon office move-in.
35. Standard Services – All fees plus appropriate taxes are invoiced with respect to 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 others 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 client has agreed to participate in our Direct Debit Program, payment of fixed and variable charges will be made automatically through this mechanism. Internet, phone and business line services are mandatory for the Cube and Hot desk offering. The Hot desk product also has a mandatory Supplemental Services fee.
36. Additional Services – Fees for additional services, plus applicable taxes, in accordance with our published rates which may change from time to time, are invoiced in arrears and payable on the 1st day (or such other day as we designate) of the month following the calendar month in which the additional services were provided.
37. Service Retainer – You need to maintain your retainer as an escrow amount, you will receive periodic billing and you required to pay the bills in full in the billing cycle, otherwise VP reserves the right to increase the retainer, with notice to you, should circumstances warrant. You will be required to pay a Service Retainer equivalent to one month standard service fee on entering into your Agreement. We will hold this as security for performance of all your obligations under your Agreement. The Service Retainer, or any balance after deducting outstanding fees, two months VO fee for your VO Agreement, and other costs due to us, will be returned to you within 30 days of the date you have settled your account with us in full. We may require you to pay an increased retainer if outstanding fees exceed the Service Retainer held or you frequently fail to pay us when due.
38. Late Payment – We may, at our option, require at any time that you pay all your membership fees and other sums in one single payment by any method we specify. If you don’t pay all membership fees on or before the 5th day of the month, you’ll pay the reasonable initial late charge of $50.00, plus the reasonable daily late charge of $5.00 per day after that date until the amount due is paid in full. You agree that these late charges are a reasonable estimate of uncertain damages to us that are incapable of precise calculation and result from late payment of membership fees. Daily late charges cannot exceed 15 days for any single month’s membership fees. We won’t impose late charges until at least the third day of the month. 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. The amount of interest and fees we charge will be the lesser of the amounts stated, or the State’s legally enforceable maximum, whichever is less. In the case of U.S. Government Contracts, the amount of interest and fees we charge will be the lesser of the amounts stated or those set by the Secretary or the Treasury and implemented by the Prompt Payment Act. We also reserve the right to withhold services, including denying you access to you accommodation, while there are any outstanding fees and interest or you are breach of your agreement.
39. 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 your under this Agreement and that we may, in particular (buy not limited to) withhold services under this Agreement or deduct sums from the deposit held under this Agreement in respect of such unpaid sums.
40. Insufficient Funds Fees – You’ll also pay a charge of $50.00 for each returned check or rejected electronic payment, plus initial and daily late charges, until we receive acceptable payment. If you don’t pay membership fees on time, you’ll be in default and subject to all remedies under state law and this agreement
41. Subordination – Your agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.
42. Annual Increase – We will increase your current standard service fee on each and any annual anniversary of the start date of your Agreement by 5% or the CPI, whichever is greater, or such other broadly equivalent index which we substitute, over the previous year. This will only apply to Agreements that have an original start and end date constituting more than a 12-month term. Renewals do not fall under this category and will be reviewed as per clause 20 above.