Allgemeine Geschäftsbedingungen
Allgemeine Geschäftsbedingungen
Halcyon Offices Ltd - May 2018
SERVICES INCLUDED IN YOUR STANDARD FEE
Furnished office accommodation
You are provided with the number of serviced and fully furnished rooms in the Accommodation (the "User Suite") for which you have agreed to pay. The Accommodation referred to in this Agreement is as stated in the Licence Agreement. The Agreement identifies the User Suite we have initially allocated to you within the Accommodation. We reserve the right to allocate different rooms comprising a User Suite, but these will be of equivalent or larger size and we will try to agree these with you in advance.
Office services
The Operator Limited provides the Services described in the offer attached during the hours 8:45 am to 5:30 pm Monday to Friday Bank Holidays excepted (Standard Monthly Charge 30 days).
Telephone Services
You must comply with any copyright notices, licence terms or other notices appearing on screen or as part of any material on the Internet or our network. You must not copy, use or exploit such software or other material in any way, unless we have explicitly given you permission to do so. You must strictly comply with the terms of any permissions which we give. We do not make any representations as to the security of our network (or the internet or of any information which you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances.
We cannot guarantee that a particular degree of availability will be attained in connection with your use of the services.
You hereby warrant to us that our provision of the Services to you will not infringe the rights of any third party.
The above warranty is in lieu of all other terms, conditions and warranties whether express or implied by usage, custom, statute or otherwise, appertaining to the Services and manner in which we perform our obligations and exercise our rights including, but without prejudice to the generality of the foregoing, such as relate 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.
USE OF THE USER SUITE
Moving in
You will be required to sign an inventory of all furniture and equipment you are permitted to use, together with a note of its condition, and details of the keys and proximity fobs issued to you.
The nature of your business
You must only use the User Suite for office purposes, and only for the business stated in your agreement or subsequently agreed with us. Office use of a 'retail' nature, involving regular and frequent visits by members of the public, is not permitted. Should the nature/or legal structure of your business materially alter then a new agreement will need to be signed in order for you to remain within the building
Your name and address
You may only carry on the business in your name or some other name that we previously agree. You must not alter or adapt the User Suite in any way. You must not put up signs. You may use the accommodation as your registered office address but only with our prior written consent and subject to any conditions which we may impose.
**Taking care of our property **
You must take good care of all parts including equipment, fittings and furnishings which are used by you in the accommodation. You must not alter or adapt any element of the User Suite or of the Accommodation and you remain liable for any damage caused by you or those at the accommodation with your permission or at your invitation. Upon ending the agreement, the user will pay £70.00 per desk dilapidation charge.
**Office furniture and equipment **
You must not install any equipment, cabling, IT or telecoms connections or furniture without our consent. Should we consent, you are solely responsible for any equipment, cabling, IT, telecoms connections and furniture installed by you and for any contractors employed by you at the accommodation. You must indemnify us and our employees, tenants and licensees against any loss or damage caused by you, your employees, servants or contractors or by any equipment or facilities installed by you, your employees, servants or contractors.
Keys and Security
All entry keys, proximity sensors and access coded systems which we let you use remain the property of Halcyon Offices. Under no circumstances are any copies to be made, nor are you allowed to assign, transfer 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, and/or changing locks/security alarm barrels and notification of security codes if required. If using the accommodation outside normal working hours it is your responsibility to lock the doors to the User Suite on leaving and to ensure the accommodation remains secure.
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 accommodation, by us or by others, cause any nuisance or annoyance, or increase the insurance premiums we have to pay, or cause loss or damage to the accommodation. Halcyon Offices Limited reserves the right to terminate the Agreement if in doubt.
Comply with House Rules
You must comply with any regulations which we notify to you and which we intend to be imposed on all users of the accommodation, for example, the accommodation is a no smoking building and smoking is only permitted in designated areas. No pets allowed with the exception of certified guide dogs.
Insurance
You are responsible for your own insurance arrangements for your own property which you bring into the accommodation and for your own liability to your employees and to third parties.
SERVICE PROVISION
Access to the User Suite
We reserve the right to enter the User Suite at any time. However, in the event of an emergency we will try to inform you in advance when we need access to carry out work other than routine inspection, cleaning and maintenance. If for any reason we cannot provide the number of rooms stated in the Agreement by the date when the Agreement is due to start we have no liability to you for any loss or damages but you may cancel the Agreement without penalty. No charges will be incurred for rooms which are not available to you.
**Suspension of services **
By giving notice, we reserve the right to suspend all Services identified in your agreement, including access to the accommodation for any events beyond our control. While all Services are suspended you will not be liable to pay any fees. Fees will abate to a reasonable pro rata for partial suspension of Services.
**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 staff, termination of our interest at the accommodation or otherwise unless we do so deliberately or are negligent. We are also not liable for failure of any kind until we have been notified in writing and we have been given a reasonable amount of time to correct the failure.
**You agree **
That we will not incur any liability for loss, damage or claim which arises as a result of, or in connection with, the 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 negligence (our liability); Our liability will be subject to the following: We will not in any circumstances have liability for loss of business, profits, anticipated savings, loss of or damage to data, third party claims or any consequential loss. We advise you to insure against all such potential loss, damage expense or liability We will be liable: Up to a maximum of £2 Million for personal injury or death; Up to a maximum of £1 Million (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 the higher), in respect of all other losses, damages expenses or claims.
THE AGREEMENT
The nature of the Agreement
This Agreement is not intended to operate in any way to create a tenancy or to create the relationship of Landlord and Tenant. By entering into this Agreement you confirm that you have taken or have had the opportunity to take independent legal advice and that you are not entitled to exclusive possession of the User Suite of any part of the Accommodation, all of which remains in our possession and control. We grant you licence to share the User Suite in the Accommodation with us so that we can provide Services to you. This Agreement is not transferable or assignable by you. However we reserve the right to transfer the benefit of this Agreement and our obligations under it at any time (e.g. should the company be sold).
Length of the Agreement
This Agreement lasts for the agreed period stated. We automatically renew this Agreement under the same terms (except for fees) until brought to an end by either party. All periods shall run to the last day of the month in which they would otherwise expire. Any fees incurred during this Agreement or on renewal will be notified at the time. In all other respects this Agreement will renew on the same terms and conditions. Please note that any outstanding debts will be taken out of your deposit at renewal and you will be asked to reinstate the deposit. Should you not do this then we reserve the right to end this Agreement without notice.
Ending the Agreement
Either party can terminate this Agreement at the end date stated in it, or at the end of any renewal period, by giving at least three months’ notice to the other.
Ending the Agreement immediately
We reserve the right to end this 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 your obligations which you have failed to put right within seven days of written notification, or Your conduct, or that of someone at the accommodation with your permission or at your invitation, or in connection with your activities, 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 any additional services used Pay the outstanding fee for the remainder of the period for which the 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.
Unavailability of The Accommodation
In the event that we are no longer able to provide the Services and User Suite at the accommodation stated in the Agreement then the Agreement will be terminated and you will only have to pay outstanding fees and debts up to the date it ends and your deposit will be refunded.
What to do when the Agreement ends
You are to vacate the User Suite immediately leaving it in the same condition as it was when you took it. As well as recharging to you any costs that we reasonably incur putting the User Suite back into this condition, we will also charge a fee for cleaning the User Suite based on our market rates in place at the time. We may dispose of any personal/company property left at the accommodation after you have vacated without owing you any responsibility for it or any proceeds of sale. You must also enter into a Virtual office agreement with us on our standard terms at the time for at least 3 months; this can include post forwarding at an additional fee if required. If you continue to use the accommodation after the Agreement has ended: You are responsible for any loss, claim or liability we incur as a result of your failure to vacate on time We may at our discretion, permit you an extension subject to a 50% surcharge on our fee.
Employees
While this Agreement is in force and for a period of six months after it ends, you must not solicit or offer employment to any of our staff. If you do, our loss has been set at the equivalent of one year's salary for each of the employees concerned and you must pay us damages equal to that amount.
Notices
All formal notices must be in writing.
Confidentiality
The terms of the Agreement are confidential. Neither of us must disclose them without the other's consent unless required to do so by law or an official authority. This obligation continues after the Agreement ends.
Indemnities
Except where we are negligent, you must indemnify us in respect of all liability, claims, damages, loss and expenses which may arise: If someone dies or is injured while at the accommodation From a third party in respect of your use of the accommodation and its associated services If you do not comply with the terms of the Agreement: You must also pay any cost, including reasonable legal fees, which we incur in enforcing the Agreement.
Data Protection
You agree that we may process, disclose or transfer any personal data which we hold on or in relation to you. In doing so we will ensure that, where feasible it is used only: To fulfil our obligations under the Agreement; For work load assessment and fraud prevention
English law applies
English law applies to your agreement. We both accept the non-exclusive jurisdiction of the English Courts.
FEES
In the following clauses any references to 'fees' alone means all of the service fee and pay-as-you-use fees.
Standard Services
The fee plus VAT in all cases, is payable (in respect of the Services) monthly in advance in full on the 25th day (or such other day as we designate) of each month by standing order or by any other means agreed in advance by the operator.
Pay-as-you-Use services
Fees for Services which are paid for as you use them, e.g. postage and telephone charges are invoiced in arrears and payable on the 25th day (or such other day as we designate) of the month following the calendar month in which the Services were provided.
Security Deposit
You will be required to pay a security deposit equivalent to 3 Months' fee on entering into your agreement. The deposit, or any balance after deducting, for example, any costs of reinstatement of assets or information technology or telecommunications infrastructure incurred by us, will be returned to you no earlier than 3 months after you have vacated the premises (this will coincide with minimum 3 months' virtual office fee). The payment of the security deposit shall not affect Halcyon Offices' right to demand payment at any time whilst the Agreement is in force in respect of any amounts due under the Agreement and accordingly you will have no right to insist on an offset at any time against outstanding fees.
** Late payment**
The standard Facility fee includes a 5% prompt payment Reduction for payment by the 1st of each month. We reserve the right to withhold Services (including, for the avoidance of doubt, denying you access to the accommodation) while there are any outstanding fees, charges and interest, or you are in breach of the Agreement for whatever reason.
Small Business Rates Relief
Where applicable the user to be responsible for paying local authority "Non domestic rates" on the offices they are occupying and will claim Small Business Rates Relief. The operator will provide the completed form for the user to sign and if there is any shortfall in the relief during the contracted period, the Operator will reimburse the user in full each month.