IN CONSIDERATION OF Us leasing certain Private Office, Co-working Space, Dedicated Desk and Virtual Office, herein called “Premises” to You and You leasing those Premises from Us and the mutual benefits and obligations set forth in this Agreement, You and We agree as follows: 

BASIC TERMS:

1. Upon your move-in, We will ask you to provide us Your ID, Articles of Incorporation, etc. for our records. Your ID, Articles of Incorporation, and Terms of an agreement are confidential. Neither of us may disclose them without the other’s consent unless required to do so by law or an official authority.
2. We will ask you to sign an inventory of all furniture and equipment you are permitted to use, together with a note of its condition, and details of the keys or entry cards issued to you which is called “Asset Hand-over Form”. At the end of the agreement period, You are obliged to hand over the listed assets in the same state as these items were at the takeover. Otherwise, You will bear the resulting refurbishing cost.
3. Business Centre Rules: You will obey all rules and regulations posted by Us regarding the use and care of the Building, parking lot and other common facilities that are provided for the use of You in and around the Building on the Premises.  
4. Availability at the start of an agreement: If for any unfortunate reason, We cannot provide the services or accommodation in the Centre stated in an agreement by the start date, We will have no liability to You for any loss or damage but You may either delay the start of the agreement or cancel it. 
5. In the unlikely event that We are permanently unable to provide the services and premises stated in an agreement, Your agreement will end and You will only have to pay monthly fees up to that date and for any additional services You have used. 
6. Automatic Renewal: This Agreement shall be automatically renewed for successive periods equal to the current term unless You or We want to end the Agreement by providing prior written notice. All periods shall run to the last day of the month in which they would otherwise expire. If You or We do not wish to renew an agreement, then You or We can give prior notice. The notice periods required are as follows:

Agreement Term/Notice Period

For virtual office/mailing office: no less than 1-month notice prior to the end of the term

For dedicated desk/Co-working space: no less than 2 months’ notice prior to the end of the term 

For private office: no less than 3 months’ notice prior to the end of the term

1. Service upgrade: In case you need to upgrade to a higher service package, you are entitled to change the deposit and other paid amount to the new package.
2. Termination: 
   1. Termination has to be made in writing and sent to the other party, according to the same notice periods specified above.
   2. You acknowledge that it will be your responsibility to notify all parties of the termination of the use of your business address, assigned telephone number and facsimile numbers and we will have no liability therefor.
   3. Ending an agreement immediately: We may put an end to an agreement immediately by giving You notice if: You become insolvent or bankrupt in case bankruptcy and/or insolvency proceedings have been filed, or rejected because of lack of funding.; or (b) You breach one of your obligations which cannot be remedied, or which We have given You notice to remedy and which You have failed to remedy within 10 days of that notice; or (c) Your conduct, or that of someone at the Centre with Your permission or invitation, is incompatible with ordinary office use and, (i) that conduct continues despite You having been given notice, or (ii) that conduct is material enough (in Our reasonable opinion) to warrant immediate termination; or (d) You are in breach of the “Compliance With Law”, which mean 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 Centre by Us or by others (including but not limited to political campaigning or immoral activity), cause any nuisance or annoyance, or cause loss or damage to Us (including damage to reputation) or to the owner of any interest in the building. If We have been advised by any government authority or other legislative body that it has reasonable suspicion that You are conducting criminal activities from the Centre, or You are or will become subject to any government sanctions, then We shall be entitled to terminate any and all of Your agreements with immediate effect 
   4. If We put an end to an agreement for any of the reasons referred to in this clause, it does not put an end to any of Your financial obligations, including, without limitation, for the remainder of the period for which Your agreement would have lasted if We had not terminated it.
   5. When the agreement ends: You must vacate the Premises immediately, leaving it in the same state and condition in which You found it. We will charge a fixed office restoration service fee to cover normal cleaning and any costs incurred to return the office and desk to its original condition and state. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If You leave any property in the Centre, We may dispose of it at Your cost in any way We choose without owing You any responsibility for it or any proceeds of sale. If You continue to use the office and desk when an agreement has ended, You are responsible for any loss, claim or liability We may incur as a result of Your failure to vacate on time.
   6. We reserve the right to immediately suspend services and/or terminate the agreement if we determine our facility or address is being used in connection with possible fraudulent activity or activity potentially in violation of laws or governmental regulations. 

USE OF THE BUSINESS CENTRE: 

1. 1. You commit not to use this contract for any illegal purpose, infringing moral or speaking badly caused loss to Us and conduct your business from time to time carried on upon the Business Centre in such manner as to comply with all statutes, bylaws, rules and regulations of any federal, provincial, municipal or other competent authority and will not do anything on or in the Business Centre in contravention of any of them. 
   2. If the Business Centre is made unusable, in whole or in part, by fire or other casualty, we may, at our option, terminate this Agreement upon notice to you, effective upon such casualty, or may elect to repair or restore the facilities, without expense to you, unless due to your negligence, within ninety (90) days as may be required because of events beyond our control. If repaired or restored, this Agreement will not terminate, but the Monthly Fees will be abated on a prorated basis for the period of time that the Business Centre is unusable or services not provided.
   3. Meeting Room: Your use of the meeting room is subject to availability. It can only be booked by email, online, or in person with reception on the day of use, on a first-come, first served basis. The meeting room must be returned to the state in which it was originally found following the meeting. Cancellation of usage is at our discretion if any one your use is deemed to be excessive. 

BUSINESS CENTRE OPENING TIME: 

From Monday to Friday (9:30 to 16:30). Close on Saturday, Sunday and holidays. Excluded are cases of hindrance through force majeure or technical reasons and breakdowns. 

In case You work over the above-regulated time, You have to pre-advise Us one day prior to the due date. We are happy to discuss special arrangements for the use of the facilities outside the Business Centre standard business opening hours or, the standard working days. There may be an additional charge for such special arrangements. This can be discussed at the time of arrangement. 

And in case You are the last tenant to leave the Business Centre after our posted operating hours, You will be responsible for turning off lights, closing all doors, and fences, setting up alarms, etc. to ensure the security of the building.

ALTERATIONS OR DAMAGE: 

You are liable for any damage caused by You or those in the Centre with Your permission, whether express or implied, including but not limited to all employees, contractors and/or agents.

INSPECTION AND RIGHT TO ENTER: 

During the Term and any Renewal of this Agreement, We and our agents may enter the Premises at all reasonable times, including and without limitation, in an emergency, to clean and make inspections or repairs or in order to resell the Premises if You have given notice to terminate. We will always endeavour to respect any of Your reasonable security procedures to protect the confidentiality of Your business.

DISTRESS

1. 1. If and whenever You are in default in payment of any money, whether hereby expressly reserved or deemed as rent, or any part of the rent, We may, without notice or any form of legal process, enter upon the Premises and seize, remove and sell Your goods, chattels and equipment from the Premises or seize, remove and sell any goods, chattels and equipment at any place to which You or any other person may have removed them, in the same manner as if they had remained and been distrained upon the Premises, all notwithstanding any rule of law or equity to the contrary, and You hereby waive and renounces the benefit of any present or future statute or law limiting or eliminating Our right of distress. 
   2. If You continue to occupy the Premises without the written consent of Us at the expiration or other termination of the term, then You will pay to Us, as liquidated damages and not as rent, an amount equal to twice the Base Service fee plus any Additional fee during the period of such occupancy, accruing from day to day and adjusted accordingly, and subject always to all the other provisions of Service Agreement insofar as they are applicable to a tenancy at will and a tenancy from month to month or from year to year will not be created by implication of law; provided that nothing in this clause contained will preclude We from taking action for recovery of possession of the Premises. 

EQUIPMENT INSTALLATIONS: 

You must not install any cabling, IT, telecom connections, any computer (except a personal computer) or any other large business machine, reproduction equipment, heating equipment, stove, radio, stereo equipment or other mechanical amplification equipment, vending or coin-operated machine, refrigerator, boiler or coffee equipment… without Our consent, which We may refuse at our absolute discretion. As a condition of 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 Premises by other clients or Us. If you require any special installation or wiring for electrical use, telephone equipment or otherwise, such wiring shall be done by the personnel designated by us. Fees for installation and de-installation will be at Your cost.

DATA PROTECTION: 

You acknowledge that We may collect and process personal data from You and Your employees as strictly necessary to ensure compliance with applicable laws and regulations and to enable Us to effectively provide services to You. You acknowledge and accept that such personal data may be transferred or made accessible to other entities for the purposes of providing the services, in each case in accordance with all applicable data protection legislation.

ASSIGNMENT: 

You will not assign this Agreement, or sublet or grant any concession or license to use the Premises or any part of the Premises.  An assignment, subletting, concession, or license, whether by operation of law or otherwise, will be void and will, at Our option, terminate this Agreement.

LIABILITY AND INDEMNIFICATIONS:

1. 1. Neither our company nor any of our officers or representatives will be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages arising out of our failure to provide use of the Business Centre, to provide any utility, to furnish any services, or any error or omission or any delay or any interruption with respect thereto, any injury to person or damage to your property or property of your employee’s, guests or invitees, all of which are expressly assumed and waived by you.
   2. You release us from any liability arising out of or incurred in connection with any mail or packages handled on your behalf. As a third party receiving or dispatching packages, documents on behalf of YOU as requested. YOU are completely responsible for its origin. Packages or documents need to have the sender/receiver’s full name and address, its weight is not over 5kg, its dimension is not over 20x30x20cm. WE are entitled to refuse receiving/sending any packages/goods/documents which is dangerous, damaged, stinking and has no responsibility about the its content. Any packages/documents received after the date of ending the contract will be returned to sender. 
   3. We are not obliged to accept or take over registered letters, orders, invoices, packages or anything else in the name of YOU, if there are expenses and obligations arising for Us which cannot be passed on to or will not be accepted by You. 
   4. Insurance: You are hereby advised and understand that the personal property is not insured by Us for either damage or loss, and We assume no liability for any such loss. You are advised that, if insurance coverage is desired by You, You should inquire of Your insurance agent regarding your Policy of Insurance. Notwithstanding anything contained in this Agreement to the contrary, for issues relating to this Agreement, presuming We obtains its required insurance, We will not be liable for loss of Your business income, Your moving expenses, and consequential, incidental, punitive and indirect damages which are not covered by our insurance. 
   5. You agree to indemnify, defend and hold harmless us from and against any liability to parties arising out of your use and occupancy of the Centre or any act or omission of you or your officers, directors, employees, agents, representatives, contractors, customers or invitees unless caused by our gross negligence or willful misconduct.

IT SERVICES AND OBLIGATIONS: 

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 Our reasonable control shall be for Us to rectify the issue within a reasonable time following notice from You to Us.

1. Our Internet service provides you with an Internet connection supporting regular business activity such as web browsing, the ability to send and receive electronic communications, access to business applications and the like. The service is based on a symmetrical leased line connection or similar technology shared with other individual customers within the same Provider’s Customers within the same Provider’s office building.
2. Restrictions: Our Internet service may be used only for lawful purposes and shall not be used in connection with any criminal or civil violations of state, federal, or international laws, regulations, or other government requirements. Such violations include without limitation theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property; fraud; forgery; theft or misappropriation of funds, credit cards, or personal information; violation of export control laws or regulations; libel or defamation; threats of physical harm or harassment; or any conduct constituting a criminal offence or gives rise to civil liability. You are responsible for maintaining the basic security and virus protection of your systems to prevent your use by others in a manner which violates the Service Agreement. You are responsible for taking corrective actions on vulnerable or exploited systems to prevent continued abuse. You must not create any links between our network and any other network or any telecommunications service without our consent. 
3. Our Internet Access – Per User Basis: We grant you access to our Internet service on a per user access basis. In the event of you increasing the number of users by utilising a proxy server or by other means, you agree to pay us a fee for each user who accesses the Internet, either directly or through a proxy server. 
4. Unauthorized Access: In no event may you increase your authorized access points to the Telecommunications/Data lines by means of wire splitting or any other method including wireless devices. In the event of you breaching Paragraph 11.3 “Our Internet Access – Per User Basis” above, or this paragraph, we may disconnect all of your access to the Telecommunications/Data lines upon three (3) business days prior written notice to you. You shall pay all fees for any unauthorized Telecommunications/Data Lines use upon invoice from us. We shall have no obligation to reconnect you to the Telecommunications/Data Lines until such fees have been paid in full and you have ceased to make unauthorized access
5. Exclusion of consequential losses: We will not in any circumstances be held liable for a loss of business, loss of profits, loss of anticipated savings, loss of 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. 

SIGNAGE

You may not put up any signs on the doors of your accommodation or anywhere else visible from outside the rooms you are using without written approval from Us. Any means of advertising at the premises have to be agreed by and arranged together with Us. We reserve the right to charge a fee for any signage and to specify its design to ensure it remains in keeping with the Business Centre’s design. 

KEYS AND SECURITY

1. 1. Any keys or entry cards which we let you use remain our property at all times. Any keys and/or entry cards may not be copied, added or changed of or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must pay a reasonable fee for replacement keys or cards and of changing locks, if required. This rule improves security levels of the Business Centre. If you are permitted to use the Business Centre outside normal working hours, it is your responsibility to lock the doors to your accommodation and to the Business Centre when you leave. This is to ensure the safety of individuals and property at the Business Centre. 
   2. You will not install in or for the Premises any special locks, safes or apparatus for air-conditioning, cooling, heating, illuminating, refrigerating or ventilating the Premises without first obtaining Our written approval thereto. 

DEPOSIT & SERVICE FEES

1. 1. Deposit: On execution of this Agreement, You will pay Us a security deposit equal to the amount of 1 (one) monthly office fee and this will be held by Us without interest. We will return the Security Deposit to You within 30 days from the date ending this Agreement, less such deductions as provided and You may not use the Security Deposit as payment for the office renting fee. 
   2. Standard services: Monthly fees, plus applicable taxes, and any recurring services requested by You are payable monthly in advance. Where a daily rate applies, the charge for any such month will be 30 times the daily fee. For a period of less than one month, the fee will be applied on a daily basis. 
   3. Additional Option-Services: For optional services, plus applicable taxes, are payable monthly in areas at our standard rates which may change from time to time and are available on request.
   4. Coffee & Tea Service: for agreement with free coffee and tea service, allows you access to unlimited self-service coffee and hot beverages and is charged per office occupant. For your visitors, it will be considered as an additional option-service.
   5. 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 in line with the relevant inflation index detailed in Appendix. 
   6. If You benefited from a special discount, promotion or offer, We will discontinue that discount, promotion or offer without notice if You materially breach Your agreement. 

PAYMENT: 

1. 1. To increase productivity and help the environment, We will send all invoices electronically and You will make payments through e-transfer or by cheques.
   2.  Late payment: If You do not pay fees when due, a fee will be charged on all overdue balances. If You dispute any part of an invoice, You must pay the amount not in dispute by the due date or be subject to late fees. We also reserve the right to withhold services (including for the avoidance of doubt, denying You access to the Centre where applicable) while there are any outstanding fees and/or interest, or You are in breach of an agreement.
   3.  Insufficient Funds: You will be charged an additional amount of $25.00 for each N.S.F. cheque or cheque returned by Your financial institution, plus the N.S.F fee charged by Our financial institution.

DISCLAIMER

1. 1. DISCLAIMER OF LIABILITY FOR THIRD PARTY PRODUCTS: As part of our services to you, we may provide third-party Internet access and computer hardware and software (“Third Party Services”). WE DISCLAIM ANY AND ALL LIABILITY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, FOR SUCH THIRD-PARTY SERVICES. YOU ACKNOWLEDGE THAT NO REPRESENTATION HAS BEEN MADE BY US AS TO THE FITNESS OF THE THIRD-PARTY SERVICES FOR YOUR INTENDED PURPOSE. 
   2. DISCLAIMER OF INDIRECT DAMAGES FROM LOSS OF SERVICE: We do not provide any service level agreement to you in regard to the provision or loss of service for its Internet services. We shall not be liable for any indirect damages, including lost profits, arising out or resulting from any loss of service or degradation of connectivity/access to the Internet with the Service Agreement, even if the other party has been advised of the possibility of such damages. The foregoing shall apply, to the fullest extent permitted by law, regardless of the negligence or other fault of either party. 
   3. DISCLAIMER OF INDIRECT DAMAGES: We shall not be liable for any indirect damages, including lost profits, arising out or resulting from the Service Agreement even if the other party has been advised of the possibility of such damages. The foregoing shall apply, to the fullest extent permitted by law, regardless of the negligence or other fault of either party. 

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.