Terms and conditions

General Terms and Conditions

LMD\25262272.3 TERMS AND CONDITIONS 1. This Agreement 1.1 Nature of this agreement: This agreement is the commercial equivalent of an agreement for accommodation in a hotel. The whole of the Centre remains in Our possession and control. YOU ACCEPT THAT THIS AGREEMENT CREATES NO TENANCY INTEREST, LEASEHOLD ESTATE OR OTHER REAL PROPERTY INTEREST IN YOUR FAVOUR WITH RESPECT TO THE ACCOMMODATION. We are giving You the right to share with Us the use of the Centre on these terms and conditions, as supplemented by the House Rules, so that We can provide the service to You. This agreement is personal to You and cannot be transferred to anyone else. This agreement is composed of the front pages describing the accommodation, these terms and conditions and the House Rules. 1.2 Comply with House Rules: You must comply with any House Rules which We impose generally on users of the Centre. The House Rules can be requested at the Centre. 1.3 Duration: This agreement lasts for the period stated in it and then, unless We have advised you we do not wish to renew the agreement, be extended automatically for successive periods equal to the current term 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 at the then prevailing rate We charge. 1.4 Bringing this agreement to an end: You 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 one month’s written notice to Us.
1.5 Ending this agreement immediately: To the maximum extent permitted by law, We may put an end to this agreement immediately by giving You notice and without need to follow any additional procedure if (a) You become insolvent, bankrupt, go into liquidation or become unable to pay Your debts as they fall due, or (b) 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 (14) days of that notice, or (c) your conduct, or that of someone at the Centre with your permission or invitation, is incompatible with ordinary office use. If We put an end to this agreement for any of these reasons it does not put an end to any outstanding obligations, including additional services used and the Membership fee for the remainder of the period for which this agreement would have lasted if We had not ended it. 1.6 If the Centre is no longer available: In the event that We are permanently unable to provide the services and accommodation at the Centre stated in this agreement or if We are required to return vacant possession of the Centre to the owner of the Centre then this agreement will end and You will only have to pay Membership fees up to the date it ends and for the additional services You have used.
1.7 When this agreement ends You are to vacate the accommodation immediately, leaving the accommodation in the same condition as it was when You took it. Upon Your departure or if You, at your option, choose to relocate to different space within the Centre, We will charge an Office Restoration Service fee to cover normal cleaning and testing and to return the accommodation to its original state. This fee is listed in the House Rules. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If You leave any property in the Centre We may dispose of it at Your cost in any way We choose without owing You any responsibility for it or any proceeds of sale. When You vacate your accommodation invariably We continue to receive Your mail, faxes, LMD\25262272.3 telephone calls and visitors. In order to professionally manage the redirection of Your calls, mail, faxes and visitors We charge a one-time Business Continuity Service. This service lasts for three months alter the end of the date of this agreement. If in the event that there are no calls, mall, faxes or visitors this service will not be applied. This fee is located in the House Rule. If You continue to use the accommodation when this 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 surcharge on the Membership fee. If You continue to use the accommodation after the end date of this agreement pursuant to clause 1.3 We may require You to vacate the accommodation on one week’s notice.
1.8 Employees: While this agreement is in force and for a period of six months after it ends, neither We nor You may knowingly solicit or offer employment to any of the other's staff employed in the Centre. This obligation applies to any employee employed at the 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 party from employing an individual who responds in good faith and independently to an advertisement which is made to the public at large. 1.9 Your Representation of Our Employees: Throughout the duration of this agreement, You agree that neither You, nor any of Your partners, members, officers or employees will represent, or otherwise provide counsel or assistance to, any of Our current or former employees in any dispute with, or legal proceeding against, Us or any of Our affiliates, members, officers or employees. 1.10 Notices: All formal notices must be in writing to the address first written above. 1.11 Confidentiality: The terms of this agreement are confidential. Neither We nor You must 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. 1.12 Applicable law: This agreement is interpreted and enforced in accordance with the law of Ireland. You accept the exclusive jurisdiction of the courts of Ireland. If any provision of these terms and conditions is held void or unenforceable, the other provisions shall remain in force.
1.13 Enforcing this agreement: You must pay any reasonable and proper costs including legal fees that We incur in enforcing this agreement. 2. Services and Obligations 2.1 Furnished office accommodation: We are to provide the number of serviced and furnished office accommodation for which You have agreed to pay in the Centre stated in this agreement. This agreement lists the accommodation We have initially allocated for Your use. You will have a non-exclusive right to the space allocated to You. Occasionally We may need to allocate different accommodation, but this accommodation will be of reasonably equivalent size and We will notify You with respect to such different accommodation in advance. 2.2 Office Services: We are to provide during normal opening hours the services, if requested, described in the relevant service description (which is available on request). If We decide that a request for any particular service is excessive, We reserve the right to charge an additional fee. LMD\25262272.3 2.3 Network: WE DO NOT MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF OUR NETWORK (OR THE INTERNET) OR OF ANY INFORMATION THAT 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 Our network (or the internet). Your sole and exclusive remedy shall be the remedy of such failure by Us within a reasonable time after written notice. 2.4 Temporary Break in Access: We may temporarily prevent access to your accommodation where we are carrying out work to the Centre or the services or where we are hosting a major event at the Centre. When this happens We will attempt to notify You verbally or electronically in advance with details of the period during which access will not be available. 3. Providing the Services
3.1 Access to the accommodation: We may need to enter Your accommodation and may do so at any time. However, unless there is an emergency or You have given notice to terminate, We will attempt to notify You verbally or electronically in advance when We need access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. We will also endeavour to respect reasonable security procedures to protect the confidentiality of Your business. 3.2 Availability at the start of this agreement: If for any reason We cannot provide the accommodation stated in this agreement by the date when this agreement is due to start We have no liability to You for any loss or damages but You may cancel this agreement without penalty. We will not charge You the Membership fee for accommodation You cannot use until it becomes available. We may delay the start date of this agreement provided We provide to You alternative accommodation that shall be at least of equivalent size to the accommodation stated in this agreement 4. Accommodation 4.1 You must not alter any part of Your accommodation and must take good care of all parts of the Centre, Your equipment, fixtures, fittings and furnishings which You use. You are liable for any damage caused by You or those in the Centre with Your permission or at Your invitation whether express or implied, including but not limited to all employees, contractors, agents or other persons present on the premises. 4.2 Office furniture and equipment: You must not install any cabling, IT or telecom connections without Our consent, which We may refuse at our absolute discretion. As a condition to Our consent, You must permit Us to oversee any installations (for example IT or electrical systems) and to verify that such installations do not interfere with the use of the accommodation by Our other clients or by Us. 4.3 Insurance: It is Your responsibility to arrange insurance for Your own property which You bring in to the Centre and for Your own liability to Your employees and to third parties. We strongly recommend that You put such insurance in place. 5. Use 5.1 You must only use the accommodation for office purposes. Office use of a "retail" or "medical" nature, involving frequent visits by members of the public, is not permitted. 5.2 You must not carry on a business that competes with Our business of providing serviced office accommodation. LMD\25262272.3 5.3 Your name and address: You may only carry on that business in Your name or some other name that We previously agree. 5.4 Use of the Centre Address: You may use the Centre address as Your business address. Any other uses are prohibited without Our prior written consent. 5.5 If We give You the use of a locker you must use it only for purposes connected with your use of your accommodation under this agreement. You may not be use a locker to store illegal, illicit or immoral items. We reserve the right to open (including by force) any locker and to inspect and/or remove the contents of any locker if or when We suspect it is being used in for illegal, illicit or immoral purposes and We will draw the contents of any locker to the attention of any relevant authority should we deem it appropriate to do so. 6. Compliance 6.1 Comply with the law: You must comply with all relevant laws and regulations in the conduct of Your business. You must do nothing illegal in connection with Your use of the Centre. You must not do anything that may interfere with the use of the Centre 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 (including damage to reputation) or to the owner of any interest in the building which contains the Centre.
6.2 Your guests may access the Centre only when accompanied by You and solely for the purposes of attending a private meeting. You must ensure that Your behaviour and that of your guests is at all times appropriate to the shared business environment of the Centre and is in accordance with your obligations set out in this agreement.
6.3 You acknowledge that (a) the terms of clauses 6.1 and 6.2 are a material inducement in Our execution of this agreement and (b) any breach by You of either clause 6.1 or clause 6.2 shall constitute a material default by You hereunder, entitling Us to terminate this agreement, without further notice or procedure. 7. Our Liability 7.1 The extent of Our liability: To the maximum extent permitted by law, We are not liable to You in respect of any loss or damage You suffer in connection with this agreement, with the services or with Your accommodation unless We have acted deliberately or recklessly in causing that loss or damage. We are not liable for any loss as a result of Our failure to provide a service as a result of mechanical breakdown, strike, termination of Our interest in the building containing the Centre or otherwise unless We do so deliberately or are reckless. In no event shalt We be liable for any loss or damage until You provide Us with written notice and give Us a reasonable time to put it right. If We are liable for falling to provide You with any service under this agreement then subject to the exclusions and limits set out immediately below We will pay any actual and reasonable expenses You have incurred in obtaining that service from an alternative source. If You believe We have failed to deliver a service consistent with these terms and conditions You shall provide Us with written notice of such failure and give Us a reasonable period to put it right. 7.2 EXCLUSION OF CONSEQUENTIAL LOSSES ETC.. WE WILL NOT IN ANY CIRCUMSTANCES HAVE ANY LIABILITY FOR LOSS OF BUSINESS. LOSS OF PROFITS. LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO DATA, THIRD PARTY CLAIMS OR ANY CONSEQUENTIAL LOSS UNLESS WE OTHERWISE AGREE IN WRITING. WE STRONGLY ADVISE YOU TO INSURE AGAINST ALL SUCH POTENTIAL LOSS, DAMAGE. EXPENSE OR LIABILITY. LMD\25262272.3 7.3 Financial limit to Our liability: In all cases, Our liability to You is subject to the following limits: • Without limit 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 between the date You moved into Your accommodation and the date on which the claim in question arises or €50,000, whichever is the higher, in respect of any other loss or damage . 8. Taxes and Charges 8.1 Taxes and duty charges: You agrees to pay promptly (i) all sales, use, excise, consumption and any other taxes and license fees which You are required to pay to any governmental authority (and, at Our request, will provide to Us evidence of such payment) and (ii) any taxes paid by Us to any governmental authority that are attributable to the accommodation, inducting, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees. 8.2 Service Retainer/Deposit: You will be required to pay a service retainer/deposit equivalent to one month of the Membership 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 Us without generating interest as security for performance of all Your obligations under this agreement The service retainer/deposit or any balance after deducting outstanding fees, the Business Continuity and Office Restoration Service and other costs due to Us , will be returned to You within 30 days after the later of the date You have settled Your account with Us and funds have been cleared and the date You vacate Your accommodation. 8.3 We may require You to pay an increased retainer if outstanding fees exceed the service retainer/deposit held and/or You frequently fail to pay Us when due. 8.4 You will be charged an office set up fee per occupant. Fee amounts are located in the House Rules which can be requested at any time. 8.5 Payment: We are continually striving to reduce our environmental impact and support our clients in doing the same. Therefore We will send all invoices electronically (where allowed by law) and You will make payment via an automated method such as Direct Debit or Credit Card. 8.6 Late payment: If You do not pay fees when due, a fee will be charged on all overdue balances. This fee is listed in the House Rules. If You dispute any part of an invoice You must pay the amount not in dispute by the due date or be subject to late fees. We also reserve the right to withhold services (including for the avoidance of doubt, denying You access to Your accommodation) while there are any outstanding fees and/or interest or You are in breach of this agreement. 8.7 Insufficient Funds: You will pay a fee for any returned cheque or any other declined payments due to insufficient funds. This fee is listed in the House Rules. 8.8 Save where You are a 1st tier Member or a 2nd tier Member, We will increase the Membership fee each and every anniversary of the start date of this agreement by a percentage amount equal to the increase in the Consumer Price Index, or such other broadly equivalent index which We substitute provided that if the foregoing increase is not permitted by law, then the Membership 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 1.3 above LMD\25262272.3 and only those renewals with a start and end date constituting a term of over 12 months will have the same increase applied. 8.9 Standard services: The Membership fee and any recurring services requested by You are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by Us at the specified rates for the duration of this Agreement (including any renewal). Specific due dates are listed in the House Rules. When 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. 8.10 Pay-as-you-use and Additional Variable Services: Fees far pay-as-you-use services, plus applicable taxes, in accordance with Our published rates which may change from time to time, are invoiced in arrears and payable on demand the month following the calendar month in which the additional services were provided.
8.11 Discounts, Promotions and Offers: If You benefited from a special discount, promotion or offer, We may discontinue that discount, promotion or offer without notice if You breach these terms and conditions or become past due on two or more occasions. 9. Centre Security and Access Fobs
9.1 You must comply with the security arrangements that We make for the Centre from time to time. We will attempt to notify You verbally or electronically from time to time of the security arrangements and any changes.
9.2 When the intruder alarm is set, You must pay all call out costs if You trigger the alarm. You will forfeit Your entire deposit as part of the security call out fee.
9.3 The Set Up fee for the provision of an access fob is not refundable. You must pay Us an additional fee for any additional or replacement access fob that We provide to You.
9.4 You must comply with any rules and regulations that We make from time to time relating to possession and use of access fobs. The access fob is not transferable and You must not allow access fobs or other means of access to the Centre to be in the hands of any person other than You or Your trusted employees who We have agreed may use the access fob.
9.5 We may remove and exclude from the Centre anyone found using an access fob which has not been registered to them. You must indemnify us and the other Members against all losses claims liabilities demands and costs arising through a misuse of Your access fob.
9.6 You must return all keys access cards fobs and other means of access to the Centre at the end of this agreement. LMD\25262272.3