Virtual Office Terms and Conditions
Last Updated 17/10/2024
1. DEFINATION OF TERMS
1.1 The Services: The Fixed Services and the Variable Services as defined in particulars 1.4 and 1.5.
1.2 The Fixed Services: The fixed price services set out on page 2(and not including the Variable Services).
1.3 The Variable Services: Such other services (including but not exclusively postage, meeting room hire, hotdesking) provided by the Provider to the Client at the request of the Client (and not including the Fixed Services).
1.4 Price List: The list of current prices for services offered published by the Provider at the Commencement Date subject to variation pursuant to clause 4.
1.5 Contract Period: The Contract Period shall commence on the Commencement Date and shall continue until termination by either of the parties in accordance with Clause 5.
1.6 Fixed Services Fees: The fees for the Fixed Services as setout on page 2 and varied in accordance with clause 5.1.1
1.7 Variable Services Fees: The fees for the Variable Services asset out in the Price List and on www.desklodge.com.
1.8 The Fees: The Fixed Service Fees and the Variable Service Fees.
2. CONTRACT AND PROVIDERS UNDERTAKINGS
Subject to the terms of this Contract, the Provider undertakes to provide and gives the Client the right to use for the Contract Period:-
2.1 The Fixed Services and the Variable Services.
3. CLIENTS UNDERTAKINGS
The Client agrees and undertakes: -
3.1 To pay to the Provider the Fixed Services Fees in advance on the first business day of each month by Direct Debit or Credit Card via our membership software, the first payment to be made on the date of this Contract.
3.2 To pay to the Provider the Variable Services Fees by Direct Debit/Credit card via membership software as and when they arise.
3.3 To pay to the Provider interest at the rate of 8% above the Bank of England’s published annual base rate for the time being in force on any outstanding amounts unpaid, such interest to be chargeable from the due date for payment.
3.4 Not to use or permit any other person to use any of the Provider’s addresses as its registered office without the express written consent of the Provider, and on receipt of written notice from the Provider to ensure that any person who is using one of the Provider’s addresses as its registered office ceases to do so.
3.5 To indemnify the Provider and keep the Provider indemnified against all losses claims demands actions proceedings damages costs or expenses or other liability arising in any way from this Contract, any breach of any of the Client’s undertakings or obligations contained in this Contract, or the exercise or purported exercise of any of the rights given in Clause 2.
3.6 To indemnify the Provider and keep the Provider indemnified against all losses claims demands actions proceedings damages costs or expenses or other liability (including any costs incurred by the Provider in rectifying the fault or resolving the delay) arising from a delay or break in the Services where any delay or break in the Services is the fault of the Client or a resultof the Client failing to comply with the Provider's instructions.
3.7 To observe and comply with such rules, regulations and instructions as the Provider may make and/or provide and which are notified to the Client from time to time regarding the operation and management of the Services and use of the Provider's assets. The Provider shall have no liability to the Client in the event that the Client has failed to comply with such instructions.
3.8 To use the exact postal address as detailed on page 1.
4. THE FIXED SERVICES FEES AND THE VARIABLE SERVICES FEES
4.1 The Provider may from time to time vary the prices set out in its Price List and/or vary the Fixed Services Fees. Where the prices in the Price List and/or the Fixed Services Fees are varied, the Provider shall give the Client at least one calendar month’s prior written notice of the change(the “Provider’s Notice”) and the Client shall have a period of 1 calendar month from the date of such notice to notify the Provider in writing that it wishes to terminate the Contract (such notification to including the date on which the Client wishes to terminate the Contract). For the avoidance of doubt, the new varied prices/fees will apply to Services provided by the Provider to the Client from the date after the expiry of the Provider’s Notice regardless of whether or not the Client has given notice to terminate pursuant to this clause.
4.2 The Fixed Services Fees and the Variable Services Fees and any other sums due under this Contract are exclusive of value added, sales and similar taxes of any kind for which the Client shall be additionally liable.
4.3 Any payments made by the Client to the Provider from overseas must be received net of any bank or transaction charges for the invoiced amount and in pounds sterling.
5. TERMINATION
5.1 Without prejudice to any other rights or remedies of the Provider:
5.1.1 the Provider may terminate this Contract with immediate effect by written notice if: (a) the Client fails to pay all or any Fees or other sums due under this Contract by the due date; (b) the Client is in breach of any of its obligations under this Contract; (c) 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; (d) there is a breakdown or delay in the Services, the cost of rectification of which would, in the Provider’s opinion, be uneconomical to repair (e) the circumstances in clause 7.2 apply.
5.1.2 Either party may terminate this Contract on not less than one calendar month’s written notice to the other (such notice to expire on the last day of a month and in the case of notice given by the Client to the Provider to expire not earlier than three months after the Commencement Date.
6. LIMITATION OF LIABILITY
6.1 Nothing in this Contract shall limit the liability of the Provider to the Client for death or personal injury resulting from its negligence (as defined in the Unfair Contract Terms Act 1977), fraudulent misrepresentation or any liability which cannot be excluded by law.
6.2 Subject to clause 6.1, the following provisions set out the limitations on the liability of Provider (including any liability for the acts and omissions of its respective employees, agents and sub-contractors) to the Client with respect to:
6.2.1 any breach of its contractual obligations arising under or in connection with this Contract including the Provider’s deliberate repudiatory breach; and
6.2.2 any representation, statement, act or omission given, made or carried out under or in connection with this Contract (whether such liability arises in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise howsoever).
6.3 It is the Client’s responsibility to ensure that the Services are suitable for its needs. In particular, the Provider expressly disclaims all warranties of merchantability, satisfactory quality or fitness for a particular purpose or that use of the Services or any part thereof will result in any economic advantage, increase in profits or reduction in costs. The Provider expressly disclaims all warranties that (i) the Services or any part there of will be error-free, (ii) the Services will operate without interruption or will be compatible with any other software or hardware or (iii) information and materials located or obtained through use of the Services are timely, accurate, relevant or complete.
6.4 Except as expressly set forth in this Contract, all conditions, warranties and representations expressed or implied by statute, common law or otherwise with respect to the Services are excluded to the fullest extent permitted by law and in no event shall the Provider be liable for any delay or break in the Services, any negligence or other tortious loss or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not the Provider is advised of the possibility of loss, liability, damage or expense): loss of revenue, loss of actual or anticipated profits (including for loss of profits on contracts); loss of business; loss of goodwill; or any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in this clause. Direct financial and other loss not excluded by this clause is accepted by the Provider up to the limits set out in clause 6.5.
6.5 Except as stated in clause 6.1 and in this clause 6.5, the aggregate liability of the Provider to the Client (including liability for recovery of sums paid by the Client and for all damages, costs and expenses)with respect to all claims arising from or in connection with this Contract shall be limited to an amount not exceeding 100% of the Fees paid by the Client in respect of the one month prior to the event (or first of the series of events) which gave rise to the claims.
7. GENERAL
7.1 If the Provider’s invoices or any other sums due from the Client to the Provider under this Contract remain unpaid 7 days after the due date then all services may be automatically withdrawn without notice to the Client. Services will only be reinstated once the Provider has accepted an explanation for late payment and payment has in fact been made by the Client to the Provider of all outstanding sums due. The Client’s liability to pay the Fees shall not cease during any temporary withdrawal of the Services.
7.2 The benefit of this Contract is personal to the Client and is not assignable without the prior written approval of the Provider. In the event that the Contract is assigned to a third party without the prior authorisation of the Provider, the Provider shall be entitled to terminate this Contract immediately on giving written notice to the Client.
7.3 In the event that any provision of this Contract shall become void and/or unenforceable, the Contract shall continue in force in all other respects.
7.4 The Contract shall remain confidential between the parties. In the event that the Provider communicates any technical and/or commercial information to the Client, the Client shall not transmit such information to any third party without the prior written approval of the Provider.
7.5 Save as provided in clause 4, this Contract shall not be amended except by the mutual written agreement of both parties.
7.6 All notices given by either party pursuant to the provisions of this Contract shall be in writing and shall be sufficiently served if delivered by hand or sent by first class pre-paid post or special or recorded delivery (or other “proof of delivery” or “proof of posting” service that Royal Mail may from time to time offer) to the other party at the address given for the respective party above or by email (provided that a copy is also sent by post). Notices shall be deemed to have been received:
7.6.1 if delivered by hand, on the day of delivery;
7.6.2 if sent by first class pre-paid post or special or recorded delivery (or other “proof of delivery” or “proof of posting” service that Royal Mail may from time-to-time offer), two business days after posting, exclusive of the day of posting;
7.6.3 if sent by email, at the time of transmission unless sent after 17.00 in the place of receipt in which case it shall be deemed to have been received on the next business day in the place of receipt (provided that a copy has also been sent by post as set out in this clause 8.6.
7.6.4 The Operator can only receive and hold post or small parcels up to the size of 450mm x 350mm x 160mm dimensions less otherwise agreed. Anything larger may be refused delivery due to lack of storage space. If you have a particular request, please contact the Workspace Manager where an arrangement can be made.
7.7 Any notice or communication given under this Contract shall not be validly served if sent by text messaging via mobile phone.
7.8 Where any party consists of two or more persons agreements and undertakings by and with such persons shall be deemed to be joint and several. Nothing in this Contract shall be construed to create, either expressly or by implication, a joint venture or fiduciary relationship between the Provider and the Client or to authorise either party to act as an agent for the other.
7.9 The failure or delay by a party to enforce any of the provisions of this Contract shall not be construed as a waiver of that party’s rights. Partial exercise of any right under this Contract shall not preclude any further or other exercise of that right under this Contract. No waiver shall be enforceable unless it is acknowledged in writing by the other party.
7.10 A person who is not a Party has no rights under the Contracts(Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of this Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
7.11 This Contract and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of England and Wales. In relation to any legal action or proceedings (a) arising out of or in connection with this Contract or its implementation or effect or (b) relating to any non-contractual obligations arising out of or in connection with this Contract, each of the Parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.
8. GDPR For the purposes of this clause, “GDPR” means EU Regulation 2016/679 and any laws or regulations ratifying, implementing, adopting, supplementing or replacing such Regulation, in each case, to the extent in force, and as such are updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data” and “processing” shall have the meanings set out in the GDPR.
8.1 The Operator shall comply with the provisions and obligations imposed on it by the GDPR at all times when processing Personal Data in connection with this Licence, which processing shall be in respect of the following:
8.2 Subject matter: The subject matter of the data processing under this Licence is the Personal Data of the Customer.
8.3 Duration: The duration of the data processing is the Licence Period.
8.4 Purpose: The purpose of the processing is the provision of office facilities to the Customer and the performance of the Operator’s obligations under this Licence or as otherwise agreed by the parties.
8.5 Nature of the processing: The Operator provides office facilities as described in the Licence.
8.6 Categories of data subjects: Employees, workers, contractors and customers of the Customer.
8.7 Categories of data: Identification and contact data (name, gender, telephone number, email address); IT information (IP addresses, usage data, cookie data, online navigation data, browser data).
8.8 To the extent the Operator receives from, or processes any Personal Data on behalf of the Customer, the Operator shall:
8.8.1 Process such Personal Data only in accordance with the Customer’s written instructions from time to time (including those set out in this Licence) and only for the Licence Period.
8.8.2 Not process such Personal Data for any purpose other than those set out in this Licence or otherwise expressly authorised by the Customer.
8.8.3 Make reasonable steps to ensure the reliability of all its personnel who have access to such Personal Data, and ensure that any such personnel are committed to binding obligations of confidentiality when processing such Personal Data.
8.8.4 Implement and maintain technical and organisational measures and procedures to ensure an appropriate level of security for such Personal Data, including protecting such Personal Data against the risks of accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, dissemination or access.
8.8.5 Enter into a written agreement with the all sub-processor simposing data protection terms that require each sub-processor to protect the Customer’s Personal Data to the standard required by the GDPR and remain responsible for its compliance with the obligations of this Licence and for any acts or omissions of its sub-processor that cause the Operator to breach any of its obligations under this Licence.
8.8.6 Ensure that any Customer’s Personal Data transferred and Processed outside of the EEA is subject to an adequate level of protection in accordance with the requirements of the GDPR.
8.8.7 Inform the Customer without undue delay if any of the Customer’s Personal Data is (while within the Operator’s possession or control)subject to a personal data breach (as defined in Article 4 of GDPR) or is lost or destroyed or becomes damaged, corrupted or unusable.
8.8.8 Return or delete all Personal Data on termination or expiry of this Licence, and not make any further use of such Personal Data unless reasonably necessary or required to meet legal or regulatory requirements, resolve disputes, prevent fraud or abuse or enforce our rights under this Licence.
8.8.9 Provide to the Customer all information and assistance necessary or desirable to demonstrate or ensure compliance with the obligations in this section and/or the GDPR.
8.8.10 At the Customer’s reasonable request and cost, take such steps as are reasonably required to assist the Customer in ensuring compliance with its obligations under Articles 30 to 36 (inclusive) of GDPR;
8.8.11 Notify the Customer without undue delay if it receives a request from a Data Subject to exercise its rights under the GDPR in relation to that person's Personal Data and provide the Customer with reasonable co-operation and assistance in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws in relation to that person's Personal Data.
8.8.12 Not disclose any Personal Data to any Data Subject other than at the written request of the Customer.
8.8.13 If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other party or to either party's compliance with the GDPR, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice or communication.
9. FINANCIAL CRIME AND MONEY LAUNDERING
9.1 The Operator is obliged to comply with anti-money laundering rules and regulations. The Customer shall provide the identify information requested by the Operator so checks can be conducted before completion of this agreement. Such information may relate to the Customer’s business and directors. In certain circumstances, the Operator is required to report evidence or suspicions of money laundering.