1 March 2016

VIRTUAL OFFICE TERMS AND CONDITIONS

(UK & International Centres, (International Centres may have additional T&Cs, all available on request)

This document (together with the documents referred to in it) sets out the terms and conditions on which we supply the Officefront Virtual Office services (Services) to you.

By ordering any of our Services, you agree to be bound by these terms and conditions.  Please click on the box marked “I Accept” to confirm your acceptance of this contract.  If you do not accept these terms and conditions, you will not be able to order any Services from our Site.

www.officefront.co.uk is a site operated by Officefront Ltd &/or Officefront (a private partnership) & it’s partners (we/us).  We are registered in England and Wales under company number 04752787 with the registered and trading office at Daws House, 33-35 Daws Lane, London NW7 4SD.

  1. YOUR STATUS

1.1 By placing an order through our Site, you confirm that:

(a) You are legally capable & authorised to enter into binding contracts;

(b) You will not use any of the rights granted by these terms for any obscene, illegal, immoral or defamatory purposes and will not in any way bring us or our name into disrepute;

(c) You will not in any way use the Officefront name for the purpose of trading activities.

  1. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

2.1 After placing an order, you will receive an email or telephone call from us acknowledging that we have received your order.  Please note that this does not mean that your order has been accepted.  Your order constitutes an offer to us to buy Services.  All orders are subject to acceptance by us and the terms of clause 2.2, and we will confirm such acceptance to you by sending you an email that confirms that your order has been accepted (the Confirmation Email).  The contract between us (Contract) will only be formed when we send you the Confirmation Email.

2.2 After we receive your order, we will ask you to visit one of our service centres so that we can meet you and take copies of your original personal identification. In some cases we shall notify you that we can accept the said documents electronically with special conditions attached. We are under no obligation to send you a Confirmation Email, and we will not send you a Confirmation Email until we have received personal identification documentation which are acceptable to us and confirmation that the required direct debit instructions have been set up (manually or electronically). The ID should be that of the person responsible for the company or business (director or owner) applying for the contract along with a council tax bill or bank statement showing the director’s or owner’s current home address information (no more than 6 months old). Officefront must see the originals of both ID’s and electronic copies are required for our records.

2.3 The Contract will relate only to those Services which we have confirmed we will provide in the Confirmation Email.  We will not be obliged to supply any other services which may have been part of your order until the acceptance of such order for Services has been confirmed in a separate Confirmation Email.

  1. SUPPLY OF SERVICES

3.1 Subject to earlier suspension or termination of the Services under clause 4.2 or clause 7, the Services will commence on the date set out in the Confirmation Email (Start Date) and will be provided for the initial term indicated in your order, and thereafter until either party provides not less than one month’s written notice to the other party of its intention to terminate the Contract. Notice must be given prior to the end of a calendar month for service termination at the end of a following contract period agreed.

3.2 We shall use all reasonable endeavours to meet any performance dates specified in the Confirmation Email but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 All fees and charges are payable in the currency specified in the order and in the case of non UK centres at the rate of exchange ruling on the date of invoicing.

4.YOUR OBLIGATIONS

4.1 You shall:

(a) Ensure that the terms of any order and any information you provide are complete and accurate;

(b) Co-operate with us in all matters relating to the provision of the Services;

(c) Provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

(d) Obtain and maintain all necessary licenses, permissions and consents which may be required before the date on which the Services are to start.

4.2 If the performance of any of our obligations under a Contract is prevented or delayed by any act or omission by you or you fail to perform any relevant obligation (your Default):

(a) We shall, without limiting our other rights and remedies, have the right to suspend performance of the Services until you remedy your Default and to rely on your Default to relieve us from the performance of any of our obligations;

(b) We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations set out in the Contract; and

(c) You shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your Default.

  1. THE SERVICES

5.1 The Services will be those services set out on our Site at the time you order the Services from us.

5.2 Officefront Business Address and Officefront Virtual Office Customers may use the chosen business centre as their business address (the Centre) and as their Company Registered Office of the business (if Registered Office Hosting is requested by you and is available and accepted by us) all of which is chargeable.  The address may not be used as the location of your statutory records or the address of the Company Directors as notified to Companies House.  When the Officefront virtual office service terminates you agree to inform Companies House of the change of address within seven days. Mail will be handled according to instructions specified by the Client who will be responsible for all resulting forwarding and service charges.

5.3 Officefront Answering Service enables calls to a telephone number designated by Officefront to be answered in the company name specified by the Client. Calls will be handled according to written instructions specified by the Client who will be responsible for all resulting forwarding and service charges. Officefront staff are not permitted to take instructions verbally.

5.4 Officefront fees are invoiced in advance on the first working day of each month as specified in the Agreement. However, should the client’s expenditure on services reach the sum held as a deposit, The Company reserves the right to issue an interim invoice & debit the client’s credit/debit card or bank account with the invoice value. Service charges (e.g Call patching, postage etc) will be added at the end of each month according to the work undertaken during that month. All fees and charges are payable by direct debit. Officefront reserves the right at any time to withhold any services provided under this agreement (with or without notice) or to terminate the Agreement if fees are not paid by the end of the day they are due. Outstanding fees will incur 4% interest per month above the prevailing base rate. Fees may be varied at any time after the initial term on one month’s notice.

5.5 Transfer/patching call charges will apply. This charge begins once Officefront has passed a caller directly to you. Officefront will answer incoming calls up to the service package purchased and charge an excess fee as stated in the order per call thereafter.

5.6 Officefront will not accept parcel or package during the first six months of the contract and thereafter any items exceeding 5kg in weight, 50 x 50 x 50cm in dimension, or if it contains any dangerous, live or perishable goods and shall be entitled in its absolute discretion to return uncollected items or refuse to accept any quantity of items it considers unreasonable or unlawful. Officefront does not guarantee or assume responsibility for any of the services hereunder. Outgoing mail is charged at Royal Mail’s current franking rates plus a 10% admin charge. We may at our absolute discretion return uncollected items or refuse to accept any quantity of items we consider unlawful or unreasonable. Any signed for or registered post received by Officefront must be collected by a director or owner of the business within seven days or it will be posted to an officer or owner of the company by signed for delivery and all charges, including clerical will be for their account.

5.7 By opting for the “Scan to email” service, you permit Officefront to open all your mail and scan it to your email address. Officefront will not be liable for any issues that may result in reading confidential letters, or if these scanned letters are intercepted by malicious online activity. Officefront will shred all scanned mail once emailed unless alternative written instructions are provided by you.

5.8 Requests for admin support are at the discretion of the Business Centre Manager and are charged in 15 minute increments.

5.9 Officefront will not be liable for any loss sustained as a result of any mechanical breakdown or strike or any delay or failure of any staff, manager or caretaker to perform their duties caused as a result of any mechanical breakdown or strike.

  1. PRICE AND PAYMENT

6.1 The prices of any Services will be as quoted on our Site from time to time, except in cases of obvious error, and exclude VAT. VAT will be charged to all UK or EU companies, excepting EU companies that have provided their EU VAT number.

6.2 When the Contract is entered into you will pay an initial deposit. Payment for Services, Officefront fees and any forwarding and other charges must be by monthly direct debit, with payment being collected on or around the 5th of the month. Clients paying by credit/debit card will incur a 5% card handling charge.

6.3 Officefront fees are payable in advance, therefore on or around the 5th of each month you will pay for your Officefront Virtual connection fee for the following month.  If at the beginning of the Contract we are unable to arrange payment in advance in this way, we will collect the relevant Officefront fees in the first direct debit payment.

6.4 We will invoice you on the 1st of each month for all fees for Services provided in the previous month.  Such invoices will then be paid by direct debit payment.

6.5 After termination of the Contract, we will be entitled to set off any outstanding fees payable to us against any deposit that you have paid.  The balance of the deposit will then be returned to you.

6.6 We are entitled to change our prices at any time, but such changes will not affect orders in respect of which we have already sent you a Confirmation Email.

6.7 We reserve the right to withhold Services or terminate the Contract if payment is not made as it falls due. We may charge interest at 4% per month on any amount outstanding until payment is made in full.

  1. TERMINATION

7.1 Without prejudice to any rights that have accrued under these terms or any of the rights or remedies stated, we may at any time terminate a Contract with immediate effect by giving written notice to you if:

(a) You fail to pay any amount due under a Contract on the due date for payment; or

(b) You commit a breach of any material term of a Contract and (if such breach is remediable) fail to remedy that breach within a period of 14 days after being notified to do so; or

(c) You become insolvent or go into liquidation; or

(d) You suspend payment of your debts or are unable to pay your debts as they fall due; or

(e) You enter into any compromise or arrangement with your creditors to reschedule any of your debts; or

(f) Any action is taken for or in connection with your winding up; or

(g) An administrator is appointed over you; or

(h) You are the subject of a bankruptcy petition or order; or

(i) You or someone you have authorised to enter into the Centre act in a manner incompatible with ordinary office use or in breach of our Office Regulations; or

(j) You act in a manner which is or may be detrimental to our business reputation.

(k) Is found to have been or is abusive to our or our partner’s staff.

7.2 In the event of termination of any Contract, you shall notify your change of address and telephone number to all relevant parties and cease to use the address(es), telephone number(s) for publicity or websites.  Any postal mail, facsimiles or telephone calls received after termination of the Contract will not be forwarded and postal mail will be returned to the sender.  We will not be under any obligation to enter into correspondence with you after termination of any Contract in accordance with its terms. A termination administration fee of £11 + UK VAT is payable on closure and in any event

  1. INTELLECTUAL PROPERTY RIGHTS

8.1 All intellectual property rights, which include but are not limited to all patents, copyright and related rights, trade marks, domain names, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered, registrable or not and including all similar or equivalent rights in any part of the world, subsisting in the Site shall be owned by us.

  1. CONFIDENTIALITY

9.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain (Confidential Information). The Receiving Party shall restrict disclosure of the Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.  The Receiving Party shall only use the Confidential Information for the purposes for which it was disclosed to it and shall under no circumstances use or disclose the Confidential Information after expiry of the Contract.  This clause 9 shall survive termination of the Contract.

9.2 Whilst OfficeFront shall treat all messages & information as confidential, however, should OfficeFront be served with an appropriate request, order or warrant by any governmental authority (Police, HMRC etc), Officefront shall disclose such information without notifying the client, as required by law.

  1. OUR LIABILITY

10.1 We warrant to you that any Services purchased from us through our Site will be supplied using reasonable care and skill.

10.2 Save as set out elsewhere in these terms, we will not be liable for any loss you suffer as a result of our failure to provide the Services or part of them as a result of mechanical breakdown, strike or other industrial action, riot, terrorist attack or war, Act of God, fire, explosion, storm, impossibility of the use of public or private transport, impossibility of the use of telecommunications networks or the delay, failure of any staff, manager or caretaker to perform their duties caused as a result of any foregoing  or termination of our interest in the building containing the office or virtual office centre or otherwise unless we do so deliberately or are grossly negligent.

10.3 This does not include or limit in any way our liability:

(a) For death or personal injury caused by our negligence; or

(b) For fraud or fraudulent misrepresentation; or

(c) For any deliberate breaches of these terms by us that would entitle you to terminate the Contract between us; or

(d) For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

10.4We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:

(a) loss of income or revenue;

(b) loss of business;

(c) loss of profits or contracts;

(d) loss of anticipated savings;

(e) loss of data;

(f) waste of management or office time,

However arising and whether caused by tort (including negligence), breach of contract or otherwise;

provided that this clause 10.4 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 10.3 or any other claims for direct financial loss that are not excluded by any of categories (a) to (f) inclusive of this clause 10.4.  We strongly advise that you to insure against all such potential loss, damage, expense or liability hereby excluded in this clause 10.4.

10.5 If for any reason we cannot provide you with the Services (or any part of them) our liability is limited to crediting or returning to you a fair proportion of the relevant fee for use of the Services.

  1. INDEMNITY

Except where we are negligent, you will indemnify us in respect of all liability, claims, damages, loss and expenses, including on a full indemnity basis surveyor’s and legal fees, which may arise:

(a) from a third party in respect of our provision of Services to you;

(b) from a third party as a result of your use of the Services;

(c) if you do not comply with these terms including any Contract;

(d) from us having to enforce these terms or any Contract.

 

  1. WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing.  When using our Site, you accept that communication with us will be mainly electronic.  We will contact you by e-mail or provide you with information by posting notices on our website.  For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

  1. NOTICES

All notices given by you to us must be emailed or sent by recorded delivery post to Officefront at our head office.  All such correspondence will only be deemed received if confirmed by us either by post or email. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 12 above.  Notices to you will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter.  In proving the service of any notice by us, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

  1. GENERAL

14.1 The Contract is binding on you and us and on your respective successors and assigns.

14.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

14.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

14.4 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

14.5 If any of these terms or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

14.6 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the subject matter of any Contract.

14.7 We each acknowledge that, in entering into a Contract, (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty (Representation) of any person (whether a party to that Contract or not) other than as expressly set out in these terms and conditions.

14.8 Each of us agrees that the only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract as provided in these terms and conditions.

14.9 Nothing in this clause shall limit or exclude any liability for fraud.

14.10 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.

14.11 You will be subject to the policies and terms and conditions in force at the time that you order Services from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation Email (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven days of the Start Date).

14.12 It is a requirement of the UK authorities that ID checks, (incl. electronic checks) be made on all clients for which an ID verification charge of £15 + UK VAT will be made. The names and full details of all owners, directors or beneficial owners must be provided. Unsatisfactory references will lead to the service not being established or being terminated without notice and without explanation. All ID verification payments & deposits will be forfeit.

14.13 Contracts for the purchase of Services through our Site and any dispute or claim arising out of or in connection with them or these terms or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law.  Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.14 Officefront has the right to terminate any Virtual Office Services if there are suspicions of criminal activity.

OPERATIONAL TERMS

 

  1. CALLS/MAIL/FAXES will not be forwarded to persons, business or company names not listed on the client data sheet. Such persons/companies will be deemed to be unknown to us.

 

  1. Standard mail will be handled/posted daily, weekly or monthly by first class post (UK) and airmail post (International) at P.O rates + a service charge (as agreed), Standard mail is any item that will pass through the opening of a UK postal box. Items above this size/weight will be deemed as special post. Items requiring special packing and/or special posting will incur an additional clerical charge. Post received by recorded delivery or courier must & will be forwarded by the same method within seven days. Postal & clerical charges (min £5) will be charged to you.

 

  1. It is the client’s obligation to ensure that his/her systems (incl. spam filters) are suitable to receive such communications.

 

  1. Low volume post means no more than 10 standard letters per month. Special annual low volume official post only service will forward ONLY official post.