LICENCE Agreement and CONTRACT for Services

Transcription

1 LICENCE Agreement and CONTRACT for Services Made on the 13th October 2014 between, the Licensor who is also the Contract for Services Provider hereafter jointly referred to as the Company, and the Licensee who is also the Contract for Services Consumer hereafter jointly referred to as the Client. This Agreement and Contract replaces all existing Licence Agreements and Contract for Services between the Company and the Client for the designated space and services. 1. PARTICULARS In this Agreement the following expressions shall have the following meanings: The Company Kinetic Centres Limited, Kinetic Centre, Theobald Street, Elstree, Herts. WD6 4PJ 1.2. The Client Sole Proprietor Name: Trading as: Home Address: Partnership Trading as: 1 st Partner: Home Address: 2 nd Partner: Home Address: Limited Company Title: Movable Wall Tech Ltd Registered Office: 1 Kings Avenue, Winchmore Hill, London N21 3NA Company Registration No: Designated Space Suite No169 of approximately 165 square feet or other office space comprising not less than the initial square feet taken within the Property as the Company may in its absolute discretion designate pursuant to clause Licence Fee 1000 per month plus VAT, payable in advance on the 1 st business day of each month by Direct Debit. After the First Termination Date and in the absence of a signed replacement Agreement, the Licence Fee will rise automatically, if applicable, to the Company s 3 month published rate at that time plus 5% and will disregard any offers previously agreed. If Notice has been received but the Client advises in writing their wish to extend their occupation beyond the notice date then, subject to availability and minimum increments of one calendar month, the Licence Fee will be the Company s month to month published rate at that time. Any payments made from overseas must be received net of any bank or transaction charges for the invoiced amount in GB pounds sterling. The Licence Fee may be increased on one calendar months notice to recover increases of taxation or energy costs that rise by more than the RPI annual rate of inflation during the term of the Agreement. 1.5 Fixed Services 100 per month plus VAT, payable in advance on the 1 st business day of each month by Direct Debit. This includes the provision of partition and furniture rental, voice and data equipment and line rental, and any other services which have a fixed monthly charge, all as listed in Appendix 1 and any subsequent revision of Appendix 1, charged as per the Company s published Price Lists. A reduction of Fixed Services will only be accepted at the discretion of the Company and cannot be reduced below the standard furniture, telecoms and data provision required for one workstation per 75 square feet. Any payments made from overseas must be received net of any bank or transaction charges for the invoiced amount in GB pounds sterling. 1.6 Commencement Date 1 st January First Termination Date 31 st December 2015 being the earliest date the Client may terminate the Licence Agreement having provided notice as required under Included Car Park Passes Up to 2 car park passes will be issued on request with no monthly charge Provided That, if required by the Company, the Client gives to the Company details of the registration numbers of staff or sub-contractors vehicles which will be parked on the car park and the names of the owners and drivers of such vehicles and to notify the Company prior to any change in such details.. KCL Licence Agreement Movable Wall Tech Ltd Movable Wall Tech Ltd Last printed 13/10/2014 4:20 PM Page 1

2 1.9 Variable Services The Variable Services for the previous calendar month are payable on the 15 th of each month or next business day by Direct Debit. Any payments made from overseas must be received net of any bank or transaction charges for the invoiced amount in GB pounds sterling. The Variable Services include the provision of catering, beverages, meeting room hire, mail franking, general reception services, voice and data services, together with any additional or amended services whose use by the Client may vary from month to month, all at the Company s current published list prices Security Deposit An amount equal to two months combined Licence and Fixed Services Fees, without VAT, held as deposit against any breach of the Client s obligations and as security against any partition layout restoration, damage or excessive wear and tear to the property and fixtures, fittings or the Assets therein. This deposit is refundable without interest 30 days after the termination of the Agreement subject to retention of 100 for 3 months to cover the variable costs associated with the Virtual Services forwarding The Property The land and buildings known as Kinetic Business Centre Access Ways The roads paths entrance halls corridors lift and staircases of the Property the use of which is necessary for obtaining access to and egress from the Designated Space and Car Park or such of them as afford reasonable access and egress as above and as the Company may from time to time in its absolute discretion designate on seven days notice to the Client The Services The Fixed and Variable Services as defined in particulars 1.5 and The Assets All furniture, equipment, fixtures, fittings and loose articles rented to the Client or used for the purposes of the delivery of The Services Licence Period The period from the Commencement Date of this Agreement until the date on which the Client s rights under Clause 2 are determined in accordance with Clause Contract Period The Licence Period extended by the Virtual Reception Period Virtual Reception Period The period of 3 calendar months from the end of the Licence Period to cover Virtual Reception services including mail and phone/fax forwarding services Tea Points Any areas and facilities provided from time to time at the discretion of the Company for the making of hot or cold beverages 2 LICENCE Subject to Clauses 4, 5 and 7 the Company gives the Client and its employees the right (in common with the Company and all others authorised by the Company so far as is not inconsistent with the rights given) to use for the Licence Period:- 2.1 the Designated Space for the purposes of fully serviced offices and 2.2 the car park for the parking of cars and light vans on a non-reserved basis and in accordance with the issued Included Car Park Passes. Client s vehicles may be occasionally parked overnight but any regular overnight parking requires written permission from the Company. Car park passes issued in excess of the quantity included in Clause 1.8 will be charged at the published rate per month plus VAT and issued at the sole discretion of the Company. Any vehicular use of the car park is at the user s risk including by the Client, its employees, sub-contractors, customers, suppliers and visitors. 2.3 the Tea Points for their designated purpose 2.4 the Access Ways and toilets in the Property 3 CONTRACT Subject to Clauses 4, 5 and 7 the Company gives the Client and its employees the right (in common with the Company and all others authorised by the Company so far as is not inconsistent with the rights given) to use for the Contract Period:- 3.1 the reception services, voice and data services, furniture, partitions and storage rental facilities, secretarial services, virtual reception services, all as detailed on the Company s published Price Lists. 4. CLIENT'S OBLIGATIONS The Client agrees:- 4.1 To pay to the Company the Licence Fee and Fixed Services fees plus VAT in advance on the first business day of each month by direct debit. The first payment of the Licence Fee is calculated using a pro-rata daily rate for the number of days from the Commencement Date to the end of the month and the first payment or a due proportion of it to be made on the date of this Agreement by bank transfer or cheque. KCL Licence Agreement Movable Wall Tech Ltd Last printed 13/10/2014 4:20 PM Page 2 of 7

3 4.2 To pay to the Company the Variable Services fees plus VAT on the 15 th of each month or the next business day by direct debit for the services invoiced for the previous calendar month. 4.3 To pay to the Company interest at the statutory late payment rate on any monies unpaid 14 days after becoming due. If Direct Debits are cancelled without prior notification to the Company bank charges are incurred and will be passed on at 50 per missed payment. 4.4 In the event of late payment over 14 days the signatories to this Agreement agree to provide for the due debts to the Company. 4.5 To pay the Security Deposit to the Company on the Commencement Date. 4.6 To pay to the Company the published costs of Virtual Reception (Non-Resident) services for mail forwarding, call answering, call diversion, fax forwarding and all direct dial number quarantining for 3 calendar months immediately following the end of the Licence Period. A 100 deposit will be retained to cover the variable charges associated with these services which will be refunded within 30 days of the end of the Virtual Reception Period. 4.7 To treat the Company s Assets with reasonable care and to advise the Company of any damage caused to the Company s Assets and to fittings fixtures and equipment in the Designated Space within the same working day as the damage is caused or observed and to be responsible for the cost of any abuse or the consequences of neglect of the Company s Assets. Damage alleged to be attributable to contractors or cleaners will only be considered if notified in this way; otherwise the Client will be held responsible 4.8 Not to bring any furniture equipment goods or chattels on to the Property or install or connect to any alarm systems, aerials, voice and data cabling or fix any equipment to the property without the consent of the Company save any as may be necessary for the exercise of the rights given in Clause To contract exclusively with the Company for the supply and rental of all externally connected voice and data lines, call services and associated equipment and to further exclusively contract for the rental of standard office furniture When broadband Internet services are utilised; to evaluate the level of security supplied by the Company and then establish a practical level of security required by the Client for any permanent connection made to the Internet in the knowledge that the Company cannot be held liable for any external breaches of security and that it is impossible for the Company to guarantee 100% security. The Client is liable for the financial consequences of any breach of security and unauthorised use relating to any public IP address issued to the Client. Client s wireless network access must be demonstrably secure to avoid unauthorised use or abuse of the broadband facilities Not to allow any other person, company or body (other than the Client s own staff and employees) to use or occupy the Designated Space and not to use of permit any other person to use the Designated Space or the Property as its registered office without the express written consent of the Company and, if so requested in writing by the Company, to ensure that any person using the Designated Space as its registered office ceases to do so Not to obstruct the Access Ways or cause the same to become dirty or untidy nor to leave any rubbish on them or overload the lifts Not to allow any employee or member of staff to work at any time outside of normal business hours without being fully alarm trained Not to display any signs or notices on any part of the Property Not to use any part of the Property so as to cause any nuisance damage disturbance annoyance inconvenience or interference to the Property or any adjoining or neighbouring property or to the owners occupiers or users of any part of the Property or any such adjoining or neighbouring property nor do anything to bring the Property into disrepute or that may affect the credit rating of the Company or any other occupier or user of the Property Not to do any act matter or thing which would or might vitiate or increase in whole or in part any insurance effected in respect of the Property and the Company s Assets from time to time and in particular not to keep any volatile, hazardous or inflammable materials within the Property To pay to the Company i. 25 towards the costs of reception sign lettering and the registrations required for a new Licensee. Replacement reception signage costs resulting from changes of offices or company name during occupation will be charged when incurred. ii. 10 per key and 15 per access-pass not returned on or by the Termination Day of the Agreement. These sums will be deducted from the Security Deposit. iii. 50 towards the cost of in-depth cleaning of the Designated Space following departure. KCL Licence Agreement Movable Wall Tech Ltd Last printed 13/10/2014 4:20 PM Page 3 of 7

4 4.18 To indemnify the Company and keep the Company indemnified against all losses claims demands actions proceedings damages costs or expenses or other liability arising in any way from this Licence and Contract, any breach of any of the Client's obligations contained in this Clause, or the exercise or purported exercise of any of the rights given in Clauses 2 and To observe all reasonable rules and regulations as the Company may make and of which the Company shall notify the Client from time to time relating to the Property, the provision of Services and the use of the Company s Assets Not to impede in any way the Company or its officers servants or agents in the exercise of the Company's rights of possession and control of the Designated Space and of the Property and every part thereof and the Company s Assets Not to alter the Designated Space or carry out any works in the Designated Space including not to drill, mark or in any way damage the integrated ceiling, partition and door system To acknowledge that there is a monetary value to attracting and securing any new Client. In the event of the Client, or anyone directly connected, providing alternative office space to any of the Company s Clients, during or within one year of the termination of this Agreement, then the Client will reimburse to the Company the greater of the sum of 5,000 + VAT or 25% of the annual Licence Fee, per replacement Client, as compensation for any void period and the costs of attracting and securing a replacement Client To acknowledge that the Company has expended considerable time effort and expense in hiring and training its staff and that the hiring of a member of staff by the Client would save the Client considerable time and expense in training and procurement and would cause the Company to expend additional time and expense. Therefore during this Agreement and for six months after the termination of this Agreement if the Client hires a member of the Company's staff who was an employee of the Company at any time during the Agreement or for six months after its termination the Client agrees to pay the Company a replacement procurement fee of 6,000 + VAT or 35% of the gross annual salary + VAT last paid by the Company, whichever is the greater To control the behaviour of any children and pets visiting the Property so that no inconvenience or disruption is caused to other Clients and the Company. The Company reserves the right to deny such visits if complaints are received To act in a manner considered reasonable by the majority of clients and which does not interfere with the Company or other clients or occupiers of the Property and in particular to avoid disruptive behaviour and the public use of bad language. Any act or omission on the part of any employee or member of staff of the Client shall be deemed to be an act or omission of the Client To advise any employee, sub-contractor or visitor of the Client of the conditions and obligations of this Licence Agreement and Contract that affects their obligations on occupation and use of The Property and the Company s Assets Not to permit any employee, sub-contractor or visitor of the Client to smoke within the building as part of The Property To minimise consumption of reasonable amounts of electrical energy, considered normal for office use by the Company, during normal office hours. To turn off, where practical, all items of equipment when the office is vacated for more than 2 hours including computer monitors. If desk computers cannot be turned off they should be programmed to Microsoft Windows standby and hibernate modes within practical minimum times. Computer servers requiring continuous power must be mounted in the Server Room with costs at the published rates. Air conditioning and lighting is only provided during Client occupancy unless special chargeable arrangements have been agreed with the Company At all times to observe and comply in all respects with the provisions and requirements of all enactments so far as they relate to the Designated Space and in particular the client is responsible for complying with all current legislation applicable to the client s use and occupation of the designated space To vacate the Designated Space on the expiry or determination of this Licence and during the Licence Period afford access to the Designated Space at all times and for all purposes to the Company The client agrees that nothing in this Licence shall create the relationship of landlord and tenant or confer on the Customer any estate or right outside the terms of this Licence nor any security of tenure. This Licence is personal to the Customer and is not capable of assignment. 5. DETERMINATION KCL Licence Agreement Movable Wall Tech Ltd Last printed 13/10/2014 4:20 PM Page 4 of 7

5 5.1 The rights granted in Clauses 2 and 3 shall cease and determine (without prejudice to the Company's rights in respect of any breach of the obligations contained in Clause 4): Immediately on notice given by the Company at any time following any breach by the Client of any of its obligations in Clause On not less than three calendar month's notice given by the Company or the Client to the other party to expire on the last day of a month, such notice to expire not earlier than the First Termination Date. If the Client has total office space of 900 square feet or more then the notice period is increased to 6 calendar months for all current Licence Agreements and Contract for Services. If notice is given but the Client remains in occupation beyond the notified termination date with the acceptance of the Company then this Agreement automatically continues until the end of the new notice period as required by this clause Immediately if the Client (being an individual) shall become bankrupt or (being a company) shall enter into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction of a solvent company) or has an administration order made in respect of its business or has a Receiver appointed of its undertaking or if the Client for the time being shall enter into any arrangement or composition for the benefit of the Client's creditors or shall suffer any distress or execution to be levied on the Client's goods. 5.2 Upon determination of the said rights the Company may re-enter the Designated Space and without prejudice to the generality of the foregoing change the locks to the door or doors of the Designated Space and seize any goods therein and sell the same to discharge or in the reduction of any payments that may be due by the Client to the Company under this Agreement. 5.3 In the event that the Client vacates the Designated Space prior to the expiry of this licence the Company reserves the right enter the Designated Space to refurbish and remarket the Designated Space so that it may be re-let. 5.4 If property belonging to or remaining in the space occupied by the Licensee is left at the Company's premises for a period of 7 days after termination of occupancy then the Company may sell, discard or destroy such property at its discretion and for the purpose of this clause the Licensee vests the title to all such property in the Company and the Company may charge the Licensee the cost of the removal of such property from the Company's premises 6 COMPANYS OBLIGATIONS The Company agrees with the Client (subject to the Client carrying out its obligations hereunder) to provide the following services and facilities:- 6.1 To provide and maintain in reasonable condition the Designated Space, the Property and the Company s Assets. 6.2 Proprietary signing systems displaying a list of occupying companies at the central reception and displaying the suite number and optionally the name of the Client on the door to the Designated Space. 6.4 A cleaning service for the Designated Space and the Access Ways and a facility for the removal of reasonable quantities of office waste from the Designated Space. 6.5 Proper sanitary conditions in the Property, appropriate fire detection and fighting equipment, air conditioning, light and power. 6.6 A telephone system, voic system and broadband Internet connection to meet the reasonable requirements of the Client. 6.7 Furnished Conference/Training/Meeting rooms which may be hired on a first come, first served basis. 6.8 Subject to stock availability, office furniture, Clestra Hauserman partitioning and out-of-office storage cupboards. PROVIDED ALWAYS as follows:- 6.9 In carrying out its obligations hereunder the Company shall be entitled to employ such responsible agents contractors and other persons as they may think fit The Company shall not be responsible for any temporary delay or stoppage in connection with the carrying out of any of its said obligations or for any temporary omission to perform the same if such temporary failure delay stoppage or omission shall be due to any circumstances KCL Licence Agreement Movable Wall Tech Ltd Last printed 13/10/2014 4:20 PM Page 5 of 7

6 outside its control but the Company shall nevertheless take all reasonable steps to remedy or make good such failure delay stoppage or omission as aforesaid as soon as reasonably possible For the purposes of this Agreement the signatories to this Agreement agree that they are acting as both employees and agents for the Client and hereby agree to immediately provide personal guarantees on request to cover the Clients due debts with the Company should Client payments become more than 14 days overdue. 7 GENERAL 7.1 It is agreed and declared that the Company may at any time give notice to the Client that the Designated Space is to be moved to such other similar space within the Property as the Company may in its absolute discretion designate and on receiving such a notice the Client will immediately, or within such time period as the Company may require, move to the new space designated to the Client, at its own cost. 7.2 The Company shall not be liable to the Client or its employees, sub-contractors, customers, suppliers or visitors for: any loss injury damage nuisance or inconvenience by reason of any act neglect or default of any other occupier of neighbouring premises; any loss as a result of its failure to provide any of The Services as a result of a mechanical breakdown, strike, maintenance, repair or a shortage of fuel, water, materials or labour unless the Company s failure to provide is deliberate or negligent; any loss damage or claim which arises as a result of, or in connections with the Licence and/or the Client s use of The Services except as to the extent that such loss, damage, expense or claim is directly attributable to the Company s deliberate act or the Company s negligence; any loss of business, loss of profits, loss of anticipated savings, loss of or damage to data and third party claims and in each case whether direct or consequential; and any consequential loss; and notwithstanding clauses inclusive, the Company shall not be liable for any failure for which the Client has not previously informed the Company and given the Company a reasonable time to put right; 7.3 All notices given by either party pursuant to the provisions of this agreement and contract shall be in writing and shall be sufficiently served if delivered by hand or sent by recorded delivery to the other party at its registered office or last known address. Any notice served by the Company on the client shall also be deemed sufficiently served if left at the Designated Space. 7.4 Where any party consists of two or more persons, agreements and obligations by and with such persons shall be deemed to be joint and several. 8 Severance If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement A S W I T N E S S the hands of the parties hereto: SIGNED for and on behalf of the Company: Gill Tucker Assistant Centre Manager SIGNED for and on behalf of the Client: Date: 1 st Signature Please print name: KCL Licence Agreement Movable Wall Tech Ltd Last printed 13/10/2014 4:20 PM Page 6 of 7

7 Position (Proprietor /Partner/Director): SIGNED for and on behalf of the Client: Please print name: Date: 2 nd Signature Position (Proprietor /Partner/Director): Instruction to pay by Direct Debit: Money Laundering Regulations 2007 and the London Local Authorities Act 2007 Under the Money Laundering Regulations 2007 (as updated from time to time) and where applicable the London Local Authorities Act 2007, we may be required to verify the identity of those we deal with. This may include checking against electronic and other databases (public or otherwise). Data Protection Act 1998 (the Act) The information on this form may also be used to verify identity. That information will be held securely on our systems. It will only be passed to other group companies of ours and our and their trading partners for use exclusively in connection with the provision of serviced and/or virtual offices and related services. It will not be passed to any other party without your express permission, unless we are required to do so by law or regulation. We will store the information and our verification thereof in accordance with relevant legislation after which it will be destroyed. The Act confers rights of access to certain information we hold. Details are available on request. In addition this information may be used for the prevention or detection of offences for fraud prevention purposes. We may share any information we collect with the Police to assist with investigations and/or enquiries as well as other public or private sector agencies or representative bodies complying with legislation and in accordance with relevant statutory and regulatory obligations. Information may be shared with the Business Centre Association and their members. Information shared in this way will not be used for marketing purposes. Originator s Identification Number: Account Name Bank Sort Code Bank A/c No. Please pay Kinetic Centres Limited from the account detailed in this Instruction subject to the safeguards assured by the Direct Debit Guarantee. I understand that this Instruction may remain with Kinetic Centres Ltd and if so, details will be passed electronically to my Bank/Building Society. Signature * Date Signature * Date Reference: The Direct Debit Guarantee This Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits If there are any changes to the amount, date or frequency of your Direct Debit (insert your organisation name) will notify you (insert number of ) working days in advance of your account being debited or as otherwise agreed. If you request (insert your organisation name) to collect a payment, confirmation of the amount and date will be given to you at the time of the request If an error is made in the payment of your Direct Debit by (insert your organisation name) or your bank or building society you are entitled to a full and immediate refund of the amount paid from your bank or building society - If you receive a refund you are not entitled to, you must pay it back when (insert your organisation name) asks you to You can cancel a Direct Debit at any time by simply contacting your bank or building society. Written confirmation may be required. Please also notify us. KCL Licence Agreement Movable Wall Tech Ltd Last printed 13/10/2014 4:20 PM Page 7 of 7