Terms and Conditions
1. Permitted Use and Suite
1.1 The User shall be entitled to use the Suite for the Permitted Use upon the terms and conditions set out herein.
1.2 The Operator is under no obligation to allocate or maintain a particular suite for the User. On giving reasonable notice, the Operator may require the User to occupy any reasonable and similar sized suite(s) from the Start Date or during the term of the Agreement.
2. Agreement End Date and Termination
2.1 This Agreement shall be deemed to have been renewed on each End Date upon these terms and conditions, with Total Fees reflecting the higher of the passing sum or the fee obtainable on a comparable open market agreement at the time of renewal, for a corresponding further period or periods of the Duration to a new End Date, until terminated by either party in accordance with 2.2 below.
2.2 This Agreement may be terminated by the User on the initial End Date or any subsequent End Date, by giving the Operator written notice on the date that is three months prior to that End Date. The Agreement shall terminate on the last calendar day of that month.
2.3 The Operator may terminate this Agreement by giving the User notice of at least one month to expire on or after the initial End Date. (the “Cancellation Date”).
3. Fees and Deposit
3.1 The User shall pay the Licence Fee and Additional Services Charges, together with VAT (if applicable) to the Operator (or such other party as the Operator shall nominate from time to time) during the period of this Agreement (including any extension or continuation period), monthly in advance without any set-off or deduction, by direct debit bank transfer, or as otherwise directed by the Operator in writing.
3.2 The User shall pay to the Operator upon signing (or if earlier at the commencement of) this Agreement any Initial (One-Off) Set-Up Charges together with the initial Deposit, and shall pay any adjustment subsequently required to the latter to take account of any increase in the Total Fees.
3.3 On each anniverary of the Start Date or renewal, the Operator may carry out reviews of the Licence Fee and Additional Services Charges so as to automatically increase them to the higher of the passing sum or the fee obtainable on a comparable open market agreement.
3.4 The User agrees that it will register with the appropriate authority for all Business Rates pertaining to its Suite from commencement of this Agreement or the date of Early Occupation to End Date or termination and will ensure that all Business Rates pertaining to its Suite are paid directly to the appropriate authority, irrespective of the User’s occupation of the Suite and shall provide evidence of payment to the Operator. Where Users have accepted the Agreement on the basis of payment comprising the Total Fees and estimated Business Rates, if the actual Business Rates payable during the term of the Agreement are less, reduced or extinguished, then the Total Fees will automatically increase by a corresponding amount.
3.5 Users are issued with one free key per Suite. Additional keys are available at a charge of £25.00 plus VAT (if applicable) each, added to the next Monthly Licence Fee demand. Replacements for lost or broken keys will be charged at £25.00 plus VAT (if applicable). All keys for the Suite (including any subsequently supplied to or obtained by the User) shall belong to the Operator and shall be handed back without delay upon the termination or End Date of this Agreement. In the event of them not being returned, the Operator shall be entitled to replace the locks and charge the User with the costs incurred plus a £100.00 plus VAT (if applicable) administration fee, payable by the User on demand.
3.6 Users are permitted one mail alias. Additional mail aliases are charged at £50.00 plus VAT (if applicable) per calendar month per alias.
3.7 If so requested by the User, the Operator shall add the name of the User to the directory board (if any) at a charge of £25.00 plus VAT (if applicable).
4. The User is entitled to:
4.1 Carry on the Permitted Use in the Suite in accordance with these Terms and Conditions.
4.2 Use (in common with the Operator and such other persons as the Operator may permit) the common parts and facilities in the Building.
5. The User shall not:
5.1 Impede or interfere with the Operator's shared right of possession of the Suite.
5.2 Interfere with the conduct of the Operator's business.
5.3 Damage or remove any of the decorations, fixtures and fittings or other equipment (e.g telephones) in the Suite or the Building.
5.4 Smoke, sleep in or bring pets into the Suite or the Building.
5.5 Withhold any payment due, or demand a refund or credit or a right of set-off in respect of any payment made, as a result of the Operator failing to provide any services as set out in this Agreement.
5.6 Cause any nuisance or annoyance to other users.
5.7 Carry out or allow to be carried out any illegal or immoral activity in the Suite or the Building.
5.8 Store any dangerous, noxious or inflammable materials in the Suite or in the Building.
6. The User shall not without the prior written consent of the Operator:
6.1 Remove any items or equipment from the Suite except between the hours of 08:00 and 18:00 Monday to Friday, public holidays excepted.
6.2 Install any furniture or equipment in the Suite or the Building.
6.3 Make any alterations to the Suite or its internal layout.
6.4 Play any radio, music, or use amplifiers in the Suite or in the Building.
6.5 Affix or display anything in the windows or doorways of the Suite or the Building.
6.6 Share occupation of, sublet or sub-licence the whole or any part of the Suite.
7. The User shall:
7.1 Observe and comply with all rules and regulations from time to time published by the Operator in relation to the use and management of the Building.
7.2 Keep the Suite clean and in good repair, making good, at its costs, any damage howsoever caused and shall reimburse the Operator for any items belonging to the Operator which are removed, damaged or missing.
7.3 Conduct his business from the Suite in a way which does not interfere with the Operator or with other occupiers of the Building.
7.4 Provide the Operator with at least 48 hours prior notice of its intention to vacate the Suite, to enable the Operator to make any appropriate arrangements with the building’s Reception / Security staff (if any), and then do so on the Cancellation Date or earlier termination of this Agreement PROVIDED THAT the Operator does not accept any responsibility for any items including furniture, personal effects or other belongings left in the Suite when the User vacates, and has the absolute right to store and/or dispose of such property with the cost of such storage and/or disposal being payable or repayable by the User.
7.5 If applicable and unless agreed otherwise, not to use any telephone, fax, internet or like service in the Suite, save those provided from time to time by the Operator.
7.6 Use the Additional Services (telephones and internet) in accordance with this Agreement. Each Suite is assessed as suitable for a specified number of workstations as set out in this Agreement and the minimum telephone and internet services required to be ordered shall be assessed on the basis of that number of workstations. Any additional workstations added to the Suite by the User will incur additional charges payable by the User at the rates specified in the Schedule of Additional Services or the current rates prevailing at the time. For the avoidance of any doubt, any VoIP (Internet) connection cannot be used by more than one computer at any one time. Any breach of this clause by the User, its servants, employees or agents shall be considered a significant breach entitling the Operator to terminate this Agreement.
7.7 In addition to the monthly Additional Services Charges, to pay on demand to the Operator (where applicable) the cost of providing such additional services (e.g. call charges) at the then current rates and for any ad hoc services (e.g. Meeting Room hire or printing charges), and indemnify the Operator against any costs or charges that may arise as a result of non-payment thereof.
7.8 Obtain and maintain any TV licence required, should the User be permitted by the Operator to place and use a TV within the Suite, and shall bear or reimburse the Operator all costs of any failure to comply with any TV licensing requirements.
7.9 Ensure it undertakes risk assessments of its activities and provide copies free of charge to the Operator.
7.10 Be responsible for maintaining adequate contents insurance, public liability insurance and any other insurances as required by the law and as the business demands.
7.11 Report any works or repairs required or damage to the Suite within five workings days of the Start Date or Early Occupation. Failure to do so will result in the User being deemed to have accepted the Suite as being in good repair and condition.
7.12 Report any loss, damage or repairs required after five working days from the Start Date or Early Occupation to termination or End Date to the Operator within 24 hours notwithstanding the User‘s obligation to repair and make good any loss or damage.
7.13 Agree that it will not conduct or allow to be conducted by its servants, agents or employees any business from the Suite which competes directly or indirectly with any services provided by the Operator.
7.14 Agree that all information such as discounts, rates and other such like information passing between the Operator and the User, its servants, agents or employees is confidential. The User agrees and accepts that any breach of this cause will entitle the Operator to claim compensation for loss or damage suffered.
7.15 The User will interact with the Operator’s employees, servants and agents from time to time. The User agrees that it will not solicit any of the Operator’s employees, servants or agents to leave the employment of the Operator or breach their contract of employment or do anything to induce or which might constitute a breach of contract of employment.
8. The Operator shall:
8.1 Use reasonable endeavours to keep the common parts and common facilities in working order and properly cleaned and equipped.
8.2 Arrange building insurance for the building and the common parts only against general insurable risks.
8.3 Where applicable, use reasonable endeavours to maintain the supply (if any) of cleaning, telephone, fax, internet and any other Additional Services to the Suite, provided that the Operator shall not be responsible for any failure or interruption of any such service as a result of circumstances beyond its control. The Operator‘s independent contractors shall be allowed reasonable time to remedy any such failure or service interruption during the hours of 09:00 and 17:00 Monday to Friday, public holidays excepted. The Operator will not be responsible for dealing with any service failure or interruption unless it has been notified in writing of the service failure or interruption by the User.
8.4 In the case of office suites being shared by the User with other Users, the Operator shall have no responsibility or liability for any items, possessions or equipment belonging to, in the care of, or being used by the User in those offices, nor for any loss or damage thereto.
8.5 Not be responsible for any loss or damages suffered by the User, its employees, servants or agents by any act or omission of the Operator.
9. Termination, Exclusion from Suite or Suspension of Additional Services
9.1 This Agreement may be terminated by one week's notice in writing from the Operator to the User in the event of the User being in significant breach of its obligations in this Agreement.
9.2 Any failure on the part of the User to pay any monies due by the Due Date (whether demanded or not) or a failure to effect repairs or replace damaged or missing items valued at £100.00 or more or a number of items of smaller value with a cumulative value of £100.00 or more, or where the User is persistently causing damage or loss to the Operator, shall constitute a significant breach of the User's obligations under this Agreement.
9.3 Without Prejudice to paragraph 9.2 above, the the Operator shall be entitled, at its sole discretion, to change the locks to the Suite and, temporarily or permanently, deny the User access to the Suite and its contents, or suspend the User’s access to Additional Services without any claim from or liability to the User where the User is in significant breach.
9.4 The Operator may offer discounted services, reduced fees or other incentives to any user for a limited period (the "Period") which will be recorded as Special Conditions in this Agreement. The User hereby agrees that if it is in breach of this Agreement during the Period the Operator reserves the right to impose full charges during the Period.
10. The Guarantor (if any) shall:
10.1 Ensure that the User duly performs and observes its obligations in accordance with this Agreement.
10.2 Reimburse the Operator, on demand all losses, costs, expenses and damages incurred by the Operator by reason of the User's breach of this Agreement.
11. Late Payment Fees and Interest
11.1 The Operator shall be entitled to an administration fee of £150.00 plus VAT (if applicable) which the User shall pay on demand, if the Operator has to take action in accordance with paragraph 9.3 above.
11.2 The Operator shall be entitled to, and the User shall pay on demand, an administration fee of £150.00 plus VAT (if applicable) should any payments made by the User, or sums due to the Operator, be rejected or stopped by the User, its servants, agent, employees or contractors resulting in the User falling into arrears.
11.3 The Operator shall be entitled to, and the User shall pay on demand, an administration fee of £150.00 plus VAT (if applicable) if any payments due from the User are made in a manner otherwise than agreed by the Operator.
11.4 If any sum or sums payable by the User to the Operator are not paid on the Due Date then the User shall, in addition to such sums, pay interest thereon at the annual rate of 8% above the base rate from time to time of Barclays Bank PLC calculated on a daily basis and compounded with monthly interest from the Due Date until all payments are received in cleared funds.. The User shall pay any VAT (if applicable) payable upon such interest.
12. Mail Holding at Termination or End Date
12.1 For a period of three months after termination or End Date, the Operator shall provide and the User shall pay a fee of £150.00 plus VAT (if applicable) per month for a mail holding service for the User.
13. Cleaning, Redecoration and Repair
13.1 On the termination or End Date of this Agreement the Operator may charge, and set-off against the Deposit and any advance payment of the Licence Fee and Additional Services Charges, a minimum sum of £99.00 plus VAT (if applicable) per Workstation or such higher sum as may be necessary to clear, clean, repair and redecorate the Suite in order to bring it to a good state of decoration and repair. Any excess balance due after such charge and set-off shall be payable by the User on demand.
13.2 Where any agreed works have been undertaken within the Suite, either by the User or by the Operator at the User’s request, upon the termination or End Date of this Agreement or (if sooner) upon the User vacating the Suite, the User shall pay to the Operator the cost of removing those works and reinstating the Suite, with materials, colours, layout and configuration identical to as was before the works were undertaken.
13.3 The Operator may charge a fee (at the then-current monthly licence fee rate) for the reasonable period that any clearing, cleaning, repairing, redecorating and restoring of works may take, and for any Business Rates or other sums payable for that period.
14. Deposit and Advance Payments Refund
14.1 The Deposit will be refunded (subject to the Terms and Conditions contained in this Agreement) no sooner than 20 business days following a written request from the User which includes the User’s mail forwarding address, email and telephone number and bank details for any payments to be made by the Operator.
14.2 Ascent Real Properties Limited is the managing agent for the Owner and does not have any ability to refund any Deposit unless the Terms and Conditions of this Agreement are satisfied.
14.3 On the cancellation, termination or End Date of this Agreement the Operator shall refund to the User any payments made in advance subject to deduction of appropriate amounts due to the Operator under the Terms and Conditions of this Agreement.
15. Force Majeure, Enforcement Costs, Service of Notices, Governing Law and Dispute Resolution
15.1 The Operator shall not be liable to the User or any of the Users’s servants, employees, agents or contractors in the event that the User is unable to conduct its business due to an act Act of God, floods, earthquake, pestilence or such other events outside the control of the Operator.
15.2 The User accepts that any costs incurred by the Operator including legal costs, surveyors fees and any other costs whatsoever shall be recoverable from the User irrespective of when the costs were incurred.
15.3 Any notice that the User is required to serve on the Operator must be served in writing, by first class registered post and at Ascent Real Properties Limited, Century House, 100 Menzies Road, Hastings, TN38 9BB, or such other address notified to the User.
15.4 Any notice the Operator is required to serve on the User shall be served in writing, by first class post or electronic mail, at the Suite or any address notified to the Operator.
15.5 This Agreement shall be governed and interperted by the Law of England and Wales.
15.6 If any dispute arises in connection with this Agreement, the parties agree to enter into amicable negotiations to resolve the dispute. Time for amicable negotiations shall be limited to 60 days and shall run from the date that either party to the dispute sends to the other party in writing, notice clearly headed and marked as commencement of amicable negotiations. However if after 60 days of the commencement of amicable negotiations the dispute is not resolved by way of a consent agreement, the parties will refer the dispute for mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (‘ADR notice’) to the other party or parties to the dispute, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice. No party may commence any court proceedings in relation to any dispute arising out of this agreement until it has attempted to settle the dispute in accordance with this clause and the mediation has terminated.
16. Amendments to these Terms and Conditions.
16.1 These Terms and Conditions may be changed, amended or varied by the Operator at any time.
16.2 The User will be given reasonable notice of any changes, amendments or variations.
Terms and Conditions dated 1 January 2019.