I, [swift_name size=”medium”], agree to the following Member Agreement with Officense:
These are the terms of the Agreement between Instant Business Office dba “OFFICENSE” (hereinafter “OFFICENSE”) and you the client (hereinafter “Client”). This Agreement you signed represents our mutual commitment and business terms. If two or more of you have signed this Agreement, your liabilities are joint and several. This Agreement supersedes any previous agreements you may have had with us and is inclusive of all agreed upon terms.
Our Services: We are to provide the following services during normal operating hours Monday to Friday; (1) personalized telephone answering by our Executive Assistants, (2) reception for your visitors, mail services including locked mailboxes. You can be granted access to these facilities outside our normal business hours per the 24 Hour Access service. The following services are available for an extra charge in accordance with our rates, which are occasionally subject to change. These include: (1) Secretarial services, copying, and faxing, (3) Telephones, lines and usage, (3) Voicemail, (4) Courier services: (5) Offices, meeting and conference rooms, (6) Messaging, (7) Mail handling, (8) Food and beverage services, (9) Travel arrangements, (10) Other custom business services.
Client acknowledges that due to the imperfect nature of verbal, written, and electronic communications, OFFICENSE shall not be responsible for damages, direct or consequential, which may result from the failure of OFFICENSE to furnish any service, including but not limited to the service of conveying messages, communications and other utility or services required under this Agreement or agreed to by OFFICENSE.
Client expressly agrees to waive, and agrees not to make any claim for damages, direct or consequential, arising out of any failure to furnish any utility, service or facility, any error or omission with respect thereto, or any delay or interruption of the same.
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 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 offices or virtual office services. You must not use the name OFFICENSE in any way in connection with your business.
Your name and address: You may only conduct business in your name or some other name(s) that we have agreed upon. At your request and cost we will include that name in directory for the OFFICENSE facility. You must not put any signs on the doors or anywhere else visible from outside the rooms you are using. You may use the OFFICENSE facility address as your business address. If you use the address/mail handling facilities then you agree that on average you will use over sixteen hours per month of OFFICENSE office facilities.
Office furniture and equipment: You must not install any furniture or office equipment, cabling, IT or telecom connections without our consent, which we may refuse at our absolute discretion.
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 of changing locks, if required. A minimum charge of $50.00 is required for re-keying.
Phone Number: You agree that the phone number(s) assigned under this Agreement may not be taken by you at the termination of the Agreement. You further agree that all Yellow Page advertising utilizing the assigned phone numbers shall require written approval by OFFICENSE BEFORE they are placed by you and that you shall be liable for all legal and financial obligations for the Yellow Page advertising. This liability shall survive the Term of this Agreement.
Comply with the law: 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 OFFICENSE facility by us or by others, cause any nuisance or annoyance, increase the insurance premiums we have to pay or cause any type of loss or damage to us or to others (incl. Landlord). You acknowledge that (a) the terms of the foregoing sentence are a material inducement to us for the execution of your 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.
OFFICENSE and Landlord rules: You must comply with all the OFFICENSE and Landlord rules which we impose on users of the OFFICENSE Facility whether for reasons of health and safety, fire precautions or otherwise. You must not bring animals into the OFFICENSE facility. You must not play music or use equipment in a way that can be heard outside your rooms.
Insurance: It is your responsibility to arrange insurance for your own property, which you bring into the OFFICENSE facility, and for your own liability to your employees and to third parties.
Suspension of services: We may notify you that the OFFICENSE facility or services are temporarily unavailable due to weather or other events beyond our reasonable control.
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, weather, failure of staff, termination of our interest in the building containing the OFFICENSE facility or otherwise.
Notices/Waivers: All Notices must be in writing. All Waivers must be in writing and signed by the waiving party. OFFICENSE’s failure to enforce any provision of this Agreement shall not be deemed a waiver and shall not prevent OFFICENSE from enforcing any provisions of this Agreement in the future.
Confidentiality: The terms of your 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 your agreement ends.
Duration: Your agreement lasts for the period stated herein and will then automatically be extended for successive twelve month periods until brought to an end by you or by us. The standard fee during any extension period shall be equal to the then current standard fee for services but in no event lower than the fee paid by you during the then expiring period.
Ending your agreement: Either of us can terminate this agreement at the end-date stated in it, or at the end of any extension period, by giving at least 30 days written notice to the other. You must also enter into a transition package agreement with us on our standard terms at the time for at least 2 months; transition package is $50 per month.
Termination for cause: We may terminate your agreement immediately by giving you notice if; (a) we have a reasonable basis to believe that you may not be able to pay fees on time, (b) you are in breach of one of your obligations which we have given you notice to correct and which you have failed to correct within fourteen days of that notice, or (c) your conduct, or that of someone with your permission or at your invitation, in the OFFICENSE facility, is incompatible with ordinary office use. If we terminate Agreement for any of these reasons it does not end any then outstanding obligations you may have and you must; (1) Pay for additional services you have used, (2) Pay the standard fee for the remainder of the period for which your agreement would have lasted had we not ended it, but no less than a period of three months, and (3) Indemnify us against all costs and losses we incur as a result of the termination.
Employees: While your 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, 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.
Indemnities: You must indemnify us in respect of all liability, claims, damages, loss and expenses, which may arise (except to the extent caused by our gross negligence or willful misconduct), (A) If someone dies or is injured while in the accommodation you are using, (B) From a third party in respect of your use of the OFFICENSE facility and services, (C) From a third party in respect of our provision of services to you, or (D) If you do not comply with the terms of your agreement. You must also pay any costs, including reasonable legal fees, which we incur in enforcing your agreement.
Consequential loss: If for any reason we cannot provide you with any service our liability is limited to crediting or returning to you a fair proportion of the relevant fee. To the extent permitted by law, we have no liability whatever for any consequential loss as a result of anything we, or our staff, do or fail to do.
Applicable law: Your agreement is interpreted and enforced in accordance with the laws of the state of Maryland. We both accept the non-exclusive jurisdiction of the Baltimore City courts to settle any disputes or legal claims.
Base services: The Base fee is payable in advance in full by the 10th day of each month for standard services to be provided during such calendar month. For a period of less than a month the fee will be prorated on a daily basis. You agree to pay promptly (i) all sales, use, excise 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 office, including, without limitation, any gross receipts, rent and occupancy taxes, or tangible personal property taxes.
Additional services: Fees for additional services are invoiced in arrears and payable on the 10th day of the month following the calendar month in which the additional services were provided.
Payment terms: All payments are to be made on or before the required date. Preferred payment shall be by credit card or check (personal/business). We reserve the right to deny you access to your accommodation and/or refuse to provide additional services to you in the absence of cleared funds. All clients are required to have a valid credit card on file for backup payment purposes.
Deposit: We will hold the non-interest bearing deposit you paid on entering into your agreement as security for performance of all your obligations under your agreement. The deposit, or any balance after deducting outstanding fees and other costs due to us, will be returned to you within 60 days after your agreement ends. We may require you to pay an increased deposit if, (1) Outstanding fees exceed the deposit held, and (2) You frequently fail to pay fees when due.
Withholding services: We may withhold services (including for the avoidance of doubt, denying you access to your accommodation) while there are any outstanding fees and interest or you are in breach of your agreement.
Subordination: Your agreement is subordinate to our lease with our landlord; to any other agreements to which our lease with our landlord is subordinate; and to any dedicated OFFICENSE Office Agreement.
Personal guarantee: For value received, the undersigned does hereby unconditionally and irrevocably guarantee the prompt payment and full performance of all terms, covenants, conditions and agreements as contained herein.
Monthly Billing Procedures:
Your monthly invoice/statements include recurring charges billed in advance and variable expenses for the prior month. Statements are placed in your OFFICENSE mailbox or emailed to you on the 1st (first) of the month with payment due by the 10th (tenth). A $3.00 (three-dollar) per month charge will be added for mailed billing or a $1.00 (one-dollar) per month charge will be added for faxed billing. Overdue payments are subject to a 10% (ten-percent) late fee, $15 (fifteen-dollar) minimum. Returned checks are subject to an additional $50 penalty.
You agree that in the event of default in payment, reasonable collection fees equal to fifty (50%) percent of the delinquent balance and reasonable attorney fees, shall be added to the account, plus any applicable court costs.
Your membership services Start Date and Effective Period will be as stated on the Proposal/Contract page of the Agreement.
Upon such cancellation, applicable membership deposits and the pro-rata unused portion of the initial monthly payment for that service will be returned within 60 days of termination.
Note: All clients are required to have a valid credit card on file regardless of payment method indicated. There is 3.5% surcharge for payment made with a credit card.
Credit Card Authorization:
I (we) authorize OFFICENSE to initiate debit entries to my (our) Visa/Mastercard/Discover credit account indicated below. These debit entries will be made in payment of fixed and variable expense invoices authorized by me (us) upon becoming a member of OFFICENSE. I (we) will be responsible to notify OFFICENSE of any exception I (we) might have to these charges as documented by the invoices provided to me (us) each month. Such notification must be provided to OFFICENSE no later than the 4th (for fixed fees) and the 7th (for variable fees) of each month. Without provision of such notification, OFFICENSE is authorized to proceed with the transactions against this account for payment in full of the amount of invoices provided. If I (we) do not make payment by any other means by the 10th of the month, I authorize OFFICENSE to initiate charges on my (our) credit card noted below. I further understand that if charges are not processed due to card expiration date or credit authorization that my account with OFFICENSE can be terminated and any charges to reactivate my account or any late fees or finance charges will be my (our) responsibility.
This authorization is to remain in full force and effect until OFFICENSE has received written notice from me (us) of termination of services through OFFICENSE in such manner as to afford OFFICENSE a reasonable opportunity to act on the termination and in all cases in compliance with the terms and conditions herein.
OFFICENSE shall not be liable for any interruption or performance of its services to Client. The Client waives any recourse against OFFICENSE arising from the provision of such services, including, without limitation, any claim of business interruption or for any indirect, incidental, special, consequential or punitive damages, except for claims arising out of willful misconduct by OFFICENSE.
OFFICENSE reserves the right to terminate services at any time for non-compliance with rules and regulations set forth in this document.
For value received, the undersigned does hereby unconditionally and irrevocably guarantee the prompt payment and full performance of all terms, covenants, conditions and agreements as contained herein.
Signed and agreed on this [swift_date_long].