GENERAL TERMS & CONDITIONS OF BUSINESS SERVICES
1. For the period of this Agreement Virtual Offices Services Limited (Anex Office) will provide the Client with the following services at the chosen Virtual Office location (The Premises).
1.1 A. Receive mail addressed to the Client and (at Anex Office’s discretion) either arrange for the collection of such mail by the Client or forward such mail on to the Client at the address (shown overleaf) or such other single US address as shall have been notified by the Client to Anex Office. In the event that Anex Office receives more than 50 items of mail per day on behalf of the Client the Client shall then pay a handling fee will increase to 50% of the additional postage costs.
B. Mail Handling Service Fees: 20% for Fed-Ex, UPS, DHL , United States Postal Department and
Airborne, 20% for postage. Other fees may applied to client responsibility.
1.2 Provide the Client with a company specific dedicated telephone number*, either with divert, mailbox or personalized telephone answering service. If the Client requires additional lines (and Anex Office consents to the same) a further monthly membership fee for each additional line shall be required. If Client received a package, we will charge you $50 cents per day per cubic feet if client do not pick the package during the first 24 hours.
1.3 Anex Office where required shall forward calls to the Client at the numbers nominated by the Client. The client is entitled to up to Three numbers. Each additional Active Contact will require further payment and will include up to 3 numbers and optional voicemail.
2. The transmission of mail and messages shall be made between the hours of 9:00am and 5:30pm weekdays (other than bank holidays) and shall be charged at Anex Office’s then current rate.
3.1 Anex Office will for the period of this Agreement provide such secretarial**, catering** and other business services** as offered by Anex Office between the hours of 9:00am and 5:30pm weekdays (excluding bank holidays) as requested by the Client, subject to availability and charged at Anex Office’s then current rate and the services referred to in this Clause 3.1 are referred to in the remainder of these Terms and Conditions as “the optional additional services”.
3.2 The optional additional services may be reserved in advance by the Client subject to availability but Anex Office does not guarantee that the optional additional services will be available to the Client.
3.3 The optional additional services may also be required by the Client at any other Virtual Office location.
3.4 Client, including its principals and any affiliated companies, agrees that during the term of this Agreement and within one (1) year of the termination of this Agreement, neither Client nor any of its principals, employees or affiliates will hire directly or as an independent contractor, any person who is employed by ANEX at any time during the six (6) month period prior to the new hire date of said person by Client. In the event that Client shall breach any obligation of Client contained in this paragraph, Client shall be liable to ANEX for, and shall pay to ANEX, on demand, liquidated damages in the sum of $5,000.00 for each employee with respect to whom such breach shall occur, it being mutually agreed that the actual damage which would be sustained by ANEX as the result of any such breach would be, from the nature of the case, extremely difficult to fix and that the aforesaid liquidated damage amount is fair and reasonable. ANEX agrees that this restriction applies only to ANEX employees employed at the Center during the term of this Agreement
3.5 Anex Office may change at any time without notice any rules and service price of any service.
3.6 Client shall indemnify and save harmless ANEX against and from all liabilities suits, obligations, damages, penalties, claims, costs, charges and expenses, including reasonable attorneys' fees on behalf of any person which may be imposed upon or incurred by or asserted against ANEX by reason of the occupancy, possession, or use of the Premises or the Center by Client, its employees, agents, contractors, guests, customers, invitees, or visitors. ANEX is not responsible for, nor has insurance for Client's personal supplies or equipment kept or left at the Premises or Building. The provisions of this paragraph and the provisions of all other indemnity provisions contained within this Service Agreement shall survive the expiration or earlier termination of this Agreement for a period of time to coincide with any applicable statute of limitations which may apply to any potential claim contemplated herein. Client shall, at it's own cost and expense, defend any and all suits or actions that may be brought against ANEX in any such above-mentioned matter, claim or claims. Client shall not hold ANEX liable for any of the acts, actions, or negligent acts or omission of ANEX, his agents or employees. Client's sole remedy and ANEX sole obligation for any failure to render any service, including the telecommunications of this Agreement, any error or omission, or any delay or interruption for more than 24 continuous hours with respect thereto, is limited to an adjustment to Client's billing equal to the charge of rendering such services. Client assumes all risk of loss with respect to all personal property of Client, its employees, agents, contractors, guests, customers, invitees, or visitors within or about the Premises or Center. Client acknowledges that it is the Client's responsibility to maintain insurance to cover the risks set forth in this paragraph.
3.7 Failure of ANEX to complain of any act or omission on the part of Client no matter how long the same may continue, or to enforce ANEX rights for any violation of, or to insist upon the strict performance of, any covenant, agreement, term, provision or condition of this Agreement or any of the rules and regulations, shall not constitute, and shall not be deemed to be a waiver thereof. No waiver by ANEX at any time, express or implied, or any breach of any provision of this Agreement shall be deemed a waiver of a breach of any other provision of this Agreement or a consent to any subsequent breach of the same or any other provision. If ANEX grants to Client any consent under this Agreement, that consent shall not be deemed a waiver by ANEX of its rights to require such consent for any further similar act by Client. No acceptance by ANEX of any partial payment shall constitute an accord or satisfaction, but shall only be deemed a part payment on account.
4. When the Client makes use of Anex Office offices and conference rooms the Client agrees that:
4.1 Such offices and conference rooms shall be used for general office purposes only.
4.2 The Client shall maintain the offices and conference rooms in their existing condition and shall notify Anex Office immediately of any damage caused by the Client and the Client’s employees and visitors.
4.3 The Client shall be liable for all damage caused by the Client and the Client’s employees and visitors.
4.4 The common areas of the Premises will only be used in such a way as to have regard to the rights and interests of other users.
4.5 No animals shall be brought into the offices and conference rooms.
4.6 The offices and conference rooms are hired on an exclusive basis.
4.7 Client agrees and accept the Rules and Regulations of Anex Office (is client responsibility to request a copy of Rules and Regulation)
4.8 ANEX does not assume any responsibility or financial liability for any loss or delay of mail. There is no set time during business hours for the delivery of mail.
4.9 If Client vacates the Premises and leaves behind any personal property, files, or anything else, such property will be considered abandoned by Client. If client defaults in the payment of sums due to ANEX, , removes Clients property, or otherwise denies access to Client; ANEX will not be guilty of conversion.
5. For the period of this Agreement the Client will pay to Anex Office by direct debit or continuous credit card authority the Virtual Office service charges specified above first month and refundable security deposit in advance plus Value Added Tax on such fee.
5.1 Subscription fees are payable in advance. The deposit and set up fee are charged and paid with the initial payment.
5.2 All charges are payable by the 1st of the month following the date of invoice. Anex Office reserves the right to terminate the service if payment has not been received within the agreed time. A charge of $50.00 will be levied for resumption of services.
6.1 The Client has paid to Anex Office the deposit specified overleaf which shall be returned to the Client only once all outstanding amounts have been paid and cleared without any interest subject only to the deduction and allowance from the deposit of all such sums as are properly due to Anex Office.
6.2 If the cost of the monthly optional additional services provided to the Client by Anex Office from time to time exceeds 50% of
the said deposit if required by Anex Office the Client shall increase the said deposit up to 50% of such sum on demand.
7.1 The Client will reimburse Anex Office for all sums of money expended and charges made at the then current rate by Anex Office in respect of the provision of the services pursuant to this Agreement.
7.2 If payment is not made within 5 days of the due date Anex Office shall be entitled to interest on the sum due at 10% of a late fee of the service fee.
8.1 In the event of the Client failing to discharge his liability to Anex Office for the services provided by Anex Office within 7 days of such payment becoming due Anex Office shall be entitled (i) to retain any correspondence addressed to the Client and telephone and fax messages intended for the Client until the Client makes the payment owing to Anex Office (ii) to exclude the Client from further use of any services facilities and equipment until all outstanding sums are paid and (iii) forthwith to terminate this Agreement.
8.2 REFUNDABLE SECURITY AND SERVICES RETAINER Since Client may have unsupervised access to the Building, ANEX has the right and Client consents hereto, to conduct a background and credit check on the Client and/or any person occupying the Premises. Upon the execution of this Agreement, Client shall pay ANEX or its agent the Refundable Security and Services Retainer in the amount set forth in Section 5 of this Agreement. The Refundable Security and Services Retainer need not be kept separate and apart from any other funds and accounts kept by ANEX and may be commingled with same. No interest shall be paid there on. The Refundable Security and Services Retainer may be used by ANEX to provide Base Services and Additional Services under this Agreement and will be used to offset any unpaid bills owed by Client at the expiration of the Term, to remedy any clause of this Agreement in which Client
is in default, to clean the carpet and to repair and repaint the walls of the Premises, and to repair any damage caused by Client to furniture and/or or equipment in Premises or Building. Client will pay an amount equal to one month Total Monthly Fee (excluding
taxes), as defined herein, to ANEX upon the execution of this Agreement. Client agrees that the Refundable Security and Services Retainer shall not be used by Client as payment for the Total Monthly Fee for the last month of the term. In the event Client defaults in
the performance of any of the terms hereof, ANEX may terminate this Agreement and the license herein granted and may also use, apply or retain the whole, or any part of the Refundable Security and Services Retainer for the payment of any service fee or any other payment due hereunder, or for payment of any other sum which ANEX may spend by reason of Client's default. If Client shall, at the end of the term of this Agreement, have fully and faithfully complied with all of the terms and provisions of this Agreement, and surrendered all keys, access cards and/or building passes (if applicable), the Refundable and Security Services Retainer, or any balance thereof, shall be returned to Client within sixty (60) days thereafter. No refunds to the Client will be made until all amounts owed to ANEX are paid in full.
8.3 RENEWALS AND DURATION OF AGREEMENT. Upon the End of Initial Term, or any extension thereof, the term of this Agreement and the license herein granted shall be automatically extended for the same period of time as the Initial Term, upon the same terms and conditions as contained herein, unless either party gives notice to the other in writing to the contrary at least thirty (30) days prior to the End of Initial Term. The Total Monthly Fee and Additional Services Fee shall be due for the entire month, and there will be no prorating for a partial month of use.
9. DEFAUL T. Each of the following events shall be an "Event of Default" under this Agreement:
(i) Client shall fail to pay the full amount of the Total Monthly Fee, Additional Services Fee or any other sum payable by Client under this Agreement on or before the date upon which the same shall first become due"
(ii) Any event shall occur or any contingency shall arise whereby this Agreement, or the license hereby granted, or the unexpired balance of the terms of this Agreement, would by operation of law or otherwise, devolve upon or pass to any person, association or corporation other than Client, except as may be expressly authorized herein; or
(iii) Any two (2) of Client's checks for the payment of the Total Monthly Fee, Additional Service Fee or any other sum payable by Client under this Agreement shall be returned for any reason within a six (6) month period, irrespective of any additional charge paid by Client.
(iv) Client shall commence or institute any case, proceeding or other action (a) seeking relief on its behalf as debtor or to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (b) seeking appointment of a receiver, trustee, custodian or other similar official for it or for any part of its property.
Should any Event of Default occur and notwithstanding any contrary language, or provision of this Agreement or any schedule or exhibit to this Agreement, ANEX shall have the sole and exclusive option to pursue anyone or more of the following remedies without giving client notice, demand or an opportunity to cure any such Event of Default.
(i) ANEX may, if ANEX so elects, forthwith terminate this Agreement and revoke the license to use the Premises and any portion of the Center and any right to receive any services, provided in this Agreement and may enter into the Premises and take and hold possession of the Premises and contents thereof, without releasing Client, in whole or in part, from Client's obligation hereunder. In the event of such termination, ANEX may, at its option, accelerate the entire amount of the Total Monthly Fee, Additional Services Fee and any charges which would become due and payable under this Agreement during the remainder of the term and declare same to be due and payable immediately, in which event, Client shall pay the same at once. Client shall also pay to ANEX the Total Monthly Fee, Additional Services Fee and any other charges payable hereunder by Client to ANEX up to the time of such termination of this Agreement, or of such recovery of possession of the Premises by ANEX, as the case may be, plus the expenses incurred or paid by ANEX in terminating this Agreement and/or of reentering the Premises and securing possession thereof, including reasonable attorneys' fees and costs of removal and storage of Client's property, and Client shall also pay to ANEX damages; and
(iii) ANEX may deny access to the Premises and the Center by Client and deny use of any of the Base Services and Additional Services, including telecommunications and Internet services and
(v) ANEX may at its sole option cure any default by Client under this Agreement at any time without giving notice to client and without waiving such default and
(vi) ANEX may pursue any other remedy now or hereafter available to ANEX, either under this Agreement, at law or in equity.
*Not applicable in all the packages ** other fees may Applied Virtual Office Application Form
COMPANY’S RIGHTS AND RESPONSIBILITIES
10. Anex Office will use all reasonable endeavors to ensure accurate and expeditious handling of communications for the Client but no responsibility shall attach to Anex Office or its staff or agents for any injuries damage or loss howsoever arising or to whomsoever caused.
11. Anex Office shall have no liability to the Client in respect of any act omission neglect delay or default by any of Anex Office’s staff or agents and whether in contract or in tort.
12. In the event of any parcel chattel packet or other object other than mail addressed to the Client being delivered at the Premises Anex Office will cease to bear responsibility for holding such items in the event that the client or sender fail to remove such ...
items within one month of receiving notice from Anex Office of receipt of such item.
13. Anex Office will not accept, by post or by messenger, any items we consider to be unreasonable or unlawful.
14. Subject to Clause 3.2 above Anex Office will use reasonable endeavors to provide the optional additional services
15. Anex Office agrees to maintain strict client confidentiality and will not reveal to any third party any information concerning the Client, its employees or its clients which may come to our attention during the course of this contract. Any information entrusted to Anex Office will be maintained in the strictest confidence without limit during the term of the contract and after the contract has been terminated. Please note however that if requested to do so, Anex Office will always make client records available to the relevant authorities should they properly so request.
16. For reasons of security Anex Office reserves the right to open any incoming mail, and to photocopy and keep it on confidential files prior to forwarding or collection. Your signature on this contract is your approval for all mail to be opened.
16.1 ANEX does not assume any responsibility or financial liability for any loss or delay of mail. There is no set time during business hours for the delivery of mail.
CLIENT’S RIGHTS AND RESPONSIBILITIES
17. The Client shall be entitled to receive the services subject to these Terms and Conditions
18. The Client’s obligations are to pay the stipulated fee and the costs of all other services provided on the due dates and to perform all of the obligations on the part of the Client contained in this Agreement.
19. The Client will fully indemnify Anex Office against any expenses cost claims damages or penalties incurred by Anex Office in connection with this Agreement howsoever occasioned.
20. The Client will not send or deliver or cause to be sent or delivered to the Location any noxious harmful dangerous live perishable or bulky objects.
21. The Client will not carry on any business which could be construed by Anex Office as illegal defamatory immoral or obscene and will not use the Location whether directly or indirectly for any such purpose
22. Anex Office in its absolute discretion shall be entitled to (i) destroy any mail or messages not collected or forwarded in accordance with these Terms and Conditions and (ii) refuse to accept any quantity of items which Anex Office considers unreasonable.
DURATION AND TERMINATION
23. This Agreement shall has a minimum of three month period and then (subject to Anex Office’s rights of determination in accordance with these Terms and Conditions) continue until determined by one calendar months’ notice by either party to the other or pursuant to clause 25 of this Agreement.
24. In the event of the Client being in breach of any of the conditions of this Agreement Anex Office shall be entitled to terminate this Agreement immediately by sending written notice of termination to the Client
25. Any notice given by either party shall be in writing and shall be deemed sufficiently served (i) in the case of notice to Anex Office at the Premises or such other address or shall have been notified by Anex Office for the receipt of notices and (ii) in the case of notice to the Client at the address shown above or such other address as shall have been notified by the Client to Anex Office for the receipt of notices.
26. Any notice sent by post should be deemed received by the addressee in the normal course of posting.
27. Any notice sent by fax or email should be deemed received by the addressee only when receipt is confirmed by the addressee to the sender.
28. This Agreement is personal to the Client and is not capable of assignment.
29. This Agreement shall be governed by and construed in accordance with the Florida laws of United States of America.
This agreement creates no rights in any third parties to enforce its terms pursuant to Section 1 of the Contracts (Rights of Third Parties).
Virtual Office Packages
30. Virtual Office Basic: Anex Office will provide: A commercial mailing address, Mail Collection and Forwarding* other fees may , Access ready to use Luxurious conference rooms and fully equipped offices are available on demand with a discount rate, On demand secretarial Support, Incoming or outgoing FAX**.
31. Virtual Office Standard: Same as the Virtual Office Basic, a Miami Telephone number, Optional Your own company greeting at no charge, voice-mail 24/7 access, receive an email with your voicemail message.
32. Virtual Office Plus: Same as the Virtual Office Standard, plus Live Call answering Service.
33. Virtual Office Executive: Same as the Virtual Office Plus, plus 6 Hours per month in any of our Luxurious meeting rooms or 10 hours a month for a fully equipped office.
Office by the hour Packages:
34. Office By the Hour Silver: Anex Office will provide: 12 hours a month for a fully equipped office a Miami Telephone number A commercial mailing address, Mail Collection and Forwarding*, a Miami Telephone number, On demand secretarial Support.*
35. Office By the Hour Gold: Anex Office will provide: 30 hours a month for a fully equipped office a Miami Telephone number A commercial mailing address, Mail Collection and Forwarding*, a Miami Telephone number, On demand secretarial Support.
36. Office By the Hour Gold: Anex Office will provide: 40 hours a month for a fully equipped office a Miami Telephone number A commercial mailing address, Mail Collection and Forwarding*, a Miami Telephone number,
37. Mail Notification: Anex Office notify client that mail arrive Monday thru Friday day during Anex Office working hours .
*Additional may fees apply