These General Terms and Conditions apply to Office/Co-Working, Virtual Office and Membership agreements for services.

This Agreement

1.1. Nature of an agreement: This agreement is the commercial equivalent of an agreement for use of space. All of the office space remains in the possession and control of the provider. We are giving you the right to share with us the use of the Office Space so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, YOU AND THE PROVIDER AGREE THAT OUR RELATIONSHIP IS NOT THAT OF LANDLORD - TENANT OR LESSOR-LESSEE AND THIS AGREEMENT IN NO WAY SHALL BE CONSTRUED AS TO GRANT YOU OR ANY MEMBER ANY TITLE, EASEMENT, LIEN, POSSESSION OR RELATED RIGHTS IN OUR BUSINESS, THE PREMISES, THE OFFICE SPACE OR ANYTHING CONTAINED IN OR ON THE PREMISES OR OFFICE SPACE.

1.2. House Rules: The House Rules, which are incorporated into these terms and conditions, are primarily in place and enforced to ensure that all members have a professional environment to work in. (hereby acknowledged that you have read and understood the content thereof.)

1.3. Availability at the start date: If we are unable to provide the services or space in the Center mentioned in the Agreement by the start date for any reason, Provider will not be liable to any member for any loss or damage However, you may either move to one of our other Centers (subject to availability), delay the start of the agreement or cancel it.

1.4. AUTOMATIC RENEWAL: To ensure smooth management and continuity of the services that are provided, all Agreements will renew automatically for successive periods equal to the current term, unless and otherwise it is terminated by you or us. Fees on any renewal will be at the then prevailing market rate.

1.5. CANCELLATION:

1.5.1 IF EITHER PARTY WISH TO CANCEL THE AGREEMENT PRIOR TO EXPIRY, AT EXPIRY OR AT THE END OF ANY EXTENSION OR RENEWAL PERIOD, THEY MAY DO SO BY GIVING THE OTHER PARTY NOTICE IN WRITING TO THE RESPECTIVE PARTY. REQUIRED NOTICE PERIODS ARE AS FOLLOWS;

Term       Notice Period One months or less One week less than the period stated in the agreement Monthly renewals no less than 1 month’s notice from the 1st day of any calendar month 3 months no less than 2 months’ notice prior to the end of the term More than 3 months no less than 3 months’ notice prior to the end of the term

1.5.2 You may cancel this Agreement prior to the commencement of the commitment period by giving written notice to the Provider.  And the membership fee (package) if already paid will be refunded as follows; If you cancel;

(a) One (1) full calendar month prior to your date of Commencement, you may be entitled to 80% refund of your Membership Fee.

(b) Fifteen (15) days prior to the date of Commencement, you may be entitled to 40% refund of your Membership Fee

(c) Notice given less than 15 days prior to the commencement date, you shall not be entitled to a refund and all such refunds will be exclusive of taxes

1.6. Termination on Breach: Provider may terminate the agreement with immediate effect if;

(a)  You become insolvent or bankrupt; or

(b)  You commit a material breach of one or more of your obligations which cannot be remedied, or which the provider has given you notice to remedy and which you have failed to remedy within 14 days of that notice; or

(c)  Your conduct, or a member using the services at the Center with your permission or invitation, does not conduct his/herself as per the House rules and reasonably expected level in business/office environment, and if

(i) that conduct continues despite you having been given notice, or

(ii) that conduct is material enough (in the providers reasonable opinion) to warrant immediate termination; or

(d)  You are in breach of the “Compliance With Law” clause below.

If the Provider terminates the agreement for any of the reasons referred to in this clause, it does not waive off any of your financial obligations, including, without limitation, for the remainder of the period for which your agreement would have lasted if the provider had not terminated it. The Provider also is entitled to forfeit the service retainer/refundable as damages against the non-observance of the agreement by you.

1.7. If the Center is no longer available: In the event that we are permanently unable to provide the services and space at the Center stated in an agreement, we will offer you space in one of our other centers (were available). In the unlikely event we are unable to find an alternative space that is acceptable to you, your agreement will end and you will only have to pay monthly/ daily fees up to that date and for any additional services you have used.

1.8. Vacation and Handing over: upon expiry of the commitment term or sooner determination thereof, you must vacate your space immediately, leaving it in the same state and condition as it was when you took it. If you continue to use the space beyond the end date, you will be charged at the prevailing per date rate and you shall be responsible to compensate for any loss, claim or liability the provider may incur as a result of your failure to vacate on time. If you leave any property in the Center, the provider may dispose of it at your cost in any way the provider sees fit. You expressly agree that you shall not be entitled to claim from the provider for any loss or damage of any such property or any proceeds of sale.

1.9.  Relocation within the center: If you choose to relocate to a different room within a Center, you will be charged a fixed office restoration service fee to cover normal cleaning and any costs incurred when reinstating the space to its original condition and state.  The provider reserves the right to charge any additional reasonable fees for any repairs needed to rectify any damage caused to the space (fair wear and tear expected).

1.10. Transferability: Subject to availability (which shall be determined at our sole discretion) You may transfer your agreement to alternative space within the network of Centers provided that your financial commitment remains the same (or increases) and such transfer is not used to extend or renew an existing agreement. Such a transfer may require you to enter into a new agreement at the prevailing market rates.

2. Use of the Centers:

2.1. Nature of Business:

2.1.1. You may not carry on a business that competes with the business of the provider. You may not use our name (or that of our affiliates) in any way in connection with your business other than as the business address.

2.1.2. You are only permitted to use the address of a Center as your registered office address if it is permitted by both law and upon receiving the provider prior written consent (given the administration there is an additional fee chargeable for this service).

2.1.3. You must only use the space for office business purposes. Space being used as a “retail” or “medical” nature is not permitted.

2.1.4. If in the Providers opinion the request for any particular service is excessive, the provider reserve the right to charge an additional fee for such space.

2.1.5. In order to ensure that the Center provides a great working environment for all members, the Provider kindly requests to limit any excessive visits by members of the public.

2.2. Space

2.2.1. Alterations or Damage: You are liable for any damage caused to the space by you or other nominated members using the center with your permission, whether express or implied, including but not limited to all your employees, contractors and/or agents.

2.2.2. IT Installations: The provider takes great pride in our IT infrastructure and its upkeep. Hence, You must not install any cabling, IT or telecom connections within the space without our consent, which the provider 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 space by other clients or us. Fees for installation and de-installation will be at your own cost.

2.2.3. Use of the Space: The membership form will identify the space that will be initially allocated for your use. You will have an exclusive right to the rooms/ dedicated desk allocated to you and a non-exclusive right to use all other common services within the office space. Where the space is a hot desk, this can only be used by one individual, and cannot be shared amongst multiple individuals.

To ensure the efficient running of the center, if the necessity arises the provider may need to allocate a different space to you, but it will be of reasonably equivalent size and the provider will notify you with respect to such different space in advance.

2.2.4. Access to the Space: The provider reserves the right to access your space to maintain high level of service and may do so at any given time including and without limitation in an emergency, for maintenance, repair and inspection purposes, or in order to show the space to potential member in the event you have given notice of termination. We will always endeavor to respect any of your reasonable security procedures to protect the confidentiality of your business.

2.3. Membership:

2.3.1. Upon subscribing to a Membership Agreement, you will have access to the center chosen by you during 8 am to 8 pm on all working days. Saturday, Sunday and holidays can be arranged on prior appointment at an additional charge

2.3.2. Membership Usage: Usage is measured in whole days and unused days cannot be carried over to the following month.

2.3.3. A membership is not intended to be a replacement for a full-time workspace and all workspaces must be cleared at the end of each day. You are solely responsible for your belongings at the center at all times. The provider shall not be responsible for any property that is left unattended.

2.3.4. Should You use more than your membership entitlement, you will be charged an additional usage fee.

2.3.5. •     You may bring in 1 guest/visitor into the center for a short duration free of charge. In the event the visit exceeds more than 1 hour, you would be billed at the per day rate.

•You may entertain guests/visitors by purchasing a day pass, meeting room or conference room facilities at the prevailing rates.

2.3.6. As a Member, you may not use any Center as your business address without an accompanying office or virtual office agreement in place. Any use of the Center address in such a way will result in an automatic enrollment in the Virtual Office product for the same term as your membership and you will be invoiced accordingly.

2.3.7. Only those individuals set forth on the Member List will be deemed to be “Members” and entitled to the benefits and services provided at the center.

2.4. Compliance with Law:

2.4.1. You must comply with all relevant laws and regulations in the conduct of Your business. You must not do anything that may interfere with the use of the center by the Provider or by others (including but not limited to political campaigning or immoral activity), cause any nuisance or annoyance, or cause loss or damage to the Provider (including damage to reputation).

2.4.2.   You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair the Providers internet connection, or the network(s), general services connected to space that include printer facilities, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected by the Provider or to any of the Services, through hacking, data mining or any other means.

2.4.3.       You must comply with the standard building rules applicable to the location of the Center.

2.4.4. You acknowledge that any breach by you of this clause shall constitute a material default, entitling Us to terminate your agreement without further notice.

2.5. Data Protection:

2.5.1. Each party shall comply with all applicable data protection legislation.

2.5.2. You acknowledge and accept that we may collect and process personal data concerning you and/or your personnel in the course of our agreement for services with you. Such personal data will be processed in accordance with our privacy policy. Where you provide this data to us, you will ensure that you have the necessary consents and notices in place to allow for this.

2.6. Employees: Both yourself and the Provider have invested a great deal in training our staff, therefore, neither of us may knowingly solicit or offer employment to the other’s staff employed in the Center (or for 3 months after they have left their employment). To recompense the other for staff training and investment costs, if either of us breaches this clause the breaching party will pay upon demand to the other the equivalent of 6 months’ salary of any employee concerned.

2.7. Confidentiality: You acknowledge and agree that during your commitment term and use of the services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by the Provider or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Neither of us may disclose such confidential information without the other’s consent unless required to do so by law or an official authority. This obligation continues for a period of 3 years after an agreement ends. Breach of such confidentiality will result in immediate termination of the Agreement and the defaulting party shall be liable to pay adequate compensation to the aggrieved party.

2.8. Assignment: This constitutes a personal Agreement and cannot be transferred to anyone else without prior consent from the Provider unless such transfer is required by law. However, the Provider will not unreasonably withhold the consent on the assignment to an affiliate provided that our standard form of assignment is duly executed. The Provider may transfer any agreement and any and all amounts payable by you under an agreement to any other successor or assignee of our group.

2.9. Applicable law: The agreement is interpreted and enforced in accordance with the law of the place where the center is located which are detailed in the House Rules. Both the provider and you accept the exclusive jurisdiction of the courts of that jurisdiction. If any provision of these terms and conditions is held void or unenforceable under the applicable law, the remaining provisions of this T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

2.10. Ethical Trading: Both the Provider and you shall comply with all relevant anti-slavery, anti-bribery and anti- corruption laws at all times.

3. Limitation of Liability

3.1. The extent of Our liability: The provider shall not be liable to you in respect of any loss or damage you suffer in connection with the agreement to the maximum extent permitted by applicable law, including without limitation any loss or damage arising as a result of our failure to provide a service as a result of mechanical breakdown, strike, pandemic, epidemic, government directions or other events outside of the Providers reasonable control otherwise unless the Provider has acted deliberately or have been negligent.

3.1.1 In no event shall the Provider be liable for any loss or damage until you provide notice in writing giving the Provider reasonable time to remedy it. The remedy for the providers failure to do so will be limited to actual damages, subject to strict consideration of limitations, exclusions and disclaimers to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

3.2. Your Insurance: It is your responsibility to arrange insurance for property which you bring in to the Center, for any mail you send or receive and for your own liability to your employees and to third parties. We strongly recommend that you put such insurance in place.

3.2.1. You will ensure that the Provider shall be named as additional insureds on any such policies of insurance and that you waive any rights of subrogation you may have against the Provider and the landlord of the applicable premises.  You shall provide proof of insurance upon our request.

3.2.2. You shall not bring to the space any articles of a combustible or dangerous nature or do or suffer to be done or allow any act, matter or thing or keep anything therein which may directly or indirectly:-

increase the rate of fire insurance on the said building, the center, your space or any property therein;

vitiate or render void or voidable or be contrary to the terms of any insurance policy in respect of the demised premises and/or the said Office Complex; or be contrary to the laws or regulations of any public authority.

3.3. IT Services and Obligations: Whilst We have security internet protocols in place and strive to provide seamless internet connectivity, WE DO NOT MAKE ANY REPRESENTATION AND CANNOT GUARANTEE ANY MAINTAINED LEVEL OF CONNECTIVITY TO OUR NETWORK OR TO THE INTERNET, NOR THE LEVEL OF SECURITY OF IT INFORMATION AND DATA THAT YOU PLACE ON IT. You should adopt whatever security measures (such as encryption) You believe are appropriate to your business. Your sole and exclusive remedy in relation to issues of reduced connectivity which are within the Providers reasonable control shall be attended to by the Provider and such issue will be rectified within a reasonable time following the provider receiving notice from you.

3.4. EXCLUSION OF CONSEQUENTIAL LOSSES: WE WILL NOT IN ANY CIRCUMSTANCES HAVE ANY LIABILITY TO YOU FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO DATA, THIRD PARTY CLAIMS OR ANY CONSEQUENTIAL LOSS. WE STRONGLY RECOMMEND THAT YOU INSURE AGAINST ALL SUCH POTENTIAL LOSS, DAMAGE, EXPENSE OR LIABILITY.

3.5 Internet usage guidelines: please keep in mind that this is a shared space and as internet is expensive and limited please be considerate of others using the space and make sure you do no unnecessarily use up data (download movies ect), you don’t tamper with the center’s routers, do not stream videos in Full HD.

4. Fees

4.1. Service Retainer/Deposit: Your service retainer / deposit is non-interest bearing and will be held by the Provider as security for performance of all your obligations under the Agreement.

4.1.1. Subject to the complete satisfaction of your obligations under this Agreement, we will return the Service Retainer/Deposit or any balance after deducting outstanding fees and other costs due shall be refunded to you within 15 days of receiving request from you through your online account or App.

4.1.2. You may be required to pay an increased retainer if the monthly office or virtual office fee increases upon renewal, outstanding fees exceed the service retainer/deposit held and/or frequent delays in settling invoices.

4.2. Taxes and duty charges: You agree to pay promptly;

(a) All sales, use, excise, consumption and any other taxes and license fees which You are required to pay to any governmental authority or any other statutory body (and, at the request of the Provider, You agree to produce evidence of such payment) and

(b) Any taxes paid by the Provider to any governmental authority or any other statutory body that are attributable to your space, where applicable, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, duties or other documentary taxes and fees.

4.3. Payment: Membership Fee plus applicable taxes, and any recurring services requested for long term space, to be paid monthly in advance, and no later than the fifth (5th) day of each month. Membership fees for short term space (less than one month) to be paid in full at the commencement of the term.

4.4. Late payment: If you fail to pay Membership fees when they fall due, a Late payment fee will be charged on all overdue balances as per the charges listed in the House Rules. If You dispute any part of an invoice, the undisputed amount should be paid by the due date or late payment fee shall be applicable for such payment. The Provider also reserve the right consider such failure as a breach of the Agreement and to withhold services (including for the avoidance of doubt, denying you access to the Center where applicable) until such outstanding fees and/or late fees, have been settled.

4.5. Insufficient Funds: Due to the additional administration charges the provider may have to incur, You will pay a fee for any returned or declined payments due to insufficient funds.

4.6. Indexation: If an agreement is for a term of more than 12 months, We will increase the monthly fee on each anniversary of the start date.

4.7. Pay-as-you-use and Additional Variable Services: Fees for pay-as-you-use services, plus applicable taxes, are payable monthly in arrears at our standard rates which may change from time to time and are available on request.

4.8. Discounts, Promotions and Offers: If You benefited from a special discount, promotion or offer, The Provider reserves the right to discontinue that discount, promotion or offer without notice if you materially breach any of the provisions of this agreement.

5. Indemnification: You release, and hereby agree to indemnify, defend and save the Provider and its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorneys’ fees and costs incurred by the provider or its respective officers and agents in connection with the defense of such claim or lawsuit.

6. Other Members: The provider does not control and are not responsible for the actions of other Member Companies, Members, or any other third parties using the office space similar to you.  If a dispute arises between Member Companies or Members, the Provider shall have no responsibility or obligation to participate, mediate or indemnify any party

7. Updates to the Agreement: The Provider, may from time to time update this Agreement and House Rules. You will be deemed to have accepted the new terms of the Agreement following receiving notice of same via website.

8. Representations: You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this Agreement and the House Rules no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.