01.01.2024

Officefront Ltd &/or Officefront/Daws Lane Business Centre

Telephone Answering Service – Terms & Conditions:

1.   Basis of Contract.

The Service Agreement (the “Agreement”) constitutes an offer by the Customer to purchase Services in accordance with these Conditions from Officefront & its partners.

• The Agreement shall only be deemed to be accepted when Officefront issues written acceptance of the Agreement at which point and on which date the contract (the “Contract”) shall come into existence (the “Commencement Date”).

• The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Officefront which is not set out in the Contract.

• These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.     Services.

• From the Commencement Date, Officefront agrees to make commercially reasonable efforts to provide the services selected by the Customer (the “Services”) on the Agreement the Customer agrees to use those Services, in accordance with these terms and conditions.

• Officefront shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Officefront shall notify the Customer in any such event.

• Officefront warrants to the Customer that the Services will be provided using reasonable care and skill.
• Officefront may at anytime and at its discretion, utilise the services of its partners or subcontractors should the need arise or become necessary.  

3.     Customer Obligations.

• The Customer shall:

• co-operate with Officefront in all matters relating to the Services;

• provide Officefront with such information and materials as Officefront may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
  • provide Officefront with the e-mail, pager, fax, or other telecommunications service that will be used to deliver its messages to the Customer, except the voice mail service that Officefront will provide upon the Customer’s request at an additional charge; and

• give Officefront at least seven (7) business days prior written notice before any increase in call volume which the Customer is, or ought reasonably be, aware of.

• If Officefront’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

• Officefront shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Officefront’s performance of any of its obligations;
  • Officefront shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Officefront’s failure or delay to perform any of its obligations as set out in this clause 3.2; and

• the Customer shall reimburse Officefront on written demand for any costs or losses sustained or incurred by Officefront arising directly or indirectly from the Customer Default.

4.     Billing and Payment.

The charges for the Services are set out.

• Work interactions on the Customer’s account are measured from connection to conclusion of work associated with the interaction including inbound and outbound minutes worked. All interactions we bill in 1 minute increments.

• Officefront reserves the right to increase its charges, provided that such charges cannot be increased more than once in any 12 month period. Officefront will give the Customer written notice of any such increase [3] months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify Officefront in writing within [4] weeks of the date of Officefront’s notice and Officefront shall have the right without limiting its other rights or remedies to terminate the Contract by giving          2 weeks’ written notice to the Customer.

• Monthly recurring charges shall be invoiced monthly, in advance, and usage charges in excess of the monthly allowance are invoiced during the month on a periodic basis.
  • The Customer is responsible for payment of all charges for any Services performed on its behalf by Officefront.
  • The Customer shall pay each invoice submitted by Officefront within due date of the invoice and in full and in cleared funds to a bank account nominated in writing by Officefront. Time for payment shall be of the essence of the Contract.
  • The Customer shall send Officefront a written notice of any dispute of any invoice issued by Officefront within seven (7) days after the invoice date, or such invoice shall be deemed to be correct and payable in full.
  • The Customer will provide detailed information regarding any dispute, and agrees to cooperate with Officefront in an investigation of disputed matters.
  • If Officefront initiates legal proceedings to collect any amount due under the Contract and Officefront substantially prevails in such proceedings, then the customer will pay Officefront’s costs and reasonable legal fees in such proceedings and any appeals.
  • All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by Officefront to the Customer, the Customer shall, on receipt of a valid VAT invoice from Officefront, pay to Officefront such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
  • If the Customer fails to make any payment due to Officefront under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 1.5% per cent per annum above Barclay’s Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
  • The Customer shall pay all amounts due under the Contract in full without any set- off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Officefront may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Officefront to the Customer.

• We do not store credit card details nor do we share customer details with any 3rd parties.
  • The Customer understands that its responsibility for payment for all charges survives termination of this Agreement.

5.     Intellectual Property.

• All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Officefront.

• The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on Officefront obtaining a written licence from the relevant licensor on such terms as will entitle Officefront to license such rights to the Customer.

• All telephone numbers provided or arranged by Officefront remain the property of Officefront upon any termination of the Services.

• The Services are provided for use only by the Customer, it’s employees and authorised agents.

6.     Confidentiality.

• A party (the “receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, 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, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract.
  • The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 6 shall survive termination of the Contract.

7.    Limited Warranties, Remedies, & Damages.

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

• Nothing in these Conditions shall limit or exclude Officefront’s liability for:

• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

• fraud or fraudulent misrepresentation; or

• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

• Subject to clause 7.1:

• Officefront shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

• Officefront’s entire liability for any claim arising out of or relating to this Contract shall be limited to the amounts the Customer paid to Officefront for such service during the twelve (12) months preceding such failure to provide the service. The parties acknowledge that these limitations on potential liabilities were an essential element in setting consideration under the Contract.
  • The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
  • Officefront does not give any warranties as to any Services provided under the Contract and does not warrant that it has sufficient resources to handle unexpected increases for transmission errors, corruption of data, or the security of information carried over telecommunication services;
  • Subject to the foregoing limitations, if Officefront fails to provide the Services, the Customer sole remedy will be, at Officefront’s sole discretion, either:

• the correction of the failure to provide the services, or

• a refund of the monthly recurring charges paid to Officefront for such services during the period of time that the services were affected.

• This clause 7 shall survive termination of the Contract.

8.      Authorization and Credit Check.

• All service requests are subject to the approval of Officefront and the Customer authorises Officefront to investigate its credit and grants Officefront permission to disclose to any other interested parties Officefront’s payment and/or credit experience with the Customer’s accounts.
  • Officefront reserves the right to request a letter of credit and/or a security deposit to ensure prompt payment.
  • The Customer understand that its responsibility for payment for all charges survives termination of this Agreement.

9.     Communication.

• Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax [or e-mail].
  • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in the terms of use; if sent by pre- paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.

10.     Termination.

10.1 Officefront is confident in the service that is provided and does not believe in holding you, the ‘other party’ to a minimum contract. If for any reason you, the ‘other party’ are dissatisfied then cancellation can be processed at anytime with written notice. A pro­ rated amount for the usage will then be charged up to the point at which a cancellation request has been received.

1. Without limiting its other rights or remedies, Officefront may terminate the Contract by giving the other party 3 months’ written notice.
   1. Without limiting its other rights or remedies, Officefront may terminate the

Contract with immediate effect by giving written notice to the other party if:

1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
   1. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
   1. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
   1. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   1. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
   1. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
   1. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
   1. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
   1. any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(b) to clause 9.2(i) (inclusive);

1. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
   1. the other party’s financial position deteriorates to such an extent that in Officefront’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
   1. Without limiting its other rights or remedies, Officefront may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 14 days after being notified in writing to do so.
   1. Without limiting its other rights or remedies, Officefront may suspend provision of the Services under the Contract or any other contract between the Customer and Officefront if the Customer becomes subject to any of the events listed in clause 10.3.2 to clause 10.3.11, or Officefront reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
   1. On termination of the Contract for any reason:

1. the Customer shall immediately pay to Officefront all of Officefront’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Officefront shall submit an invoice, which shall be payable by the Customer immediately on receipt;
   1. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
   1. clauses which expressly or by implication survive termination shall continue in full force and effect.

11.   Force Majeure.

1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Officefront including but not limited to strikes, lock- outs or other industrial disputes (whether involving the workforce of Officefront or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or

direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

1. Officefront shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
   1. If the Force Majeure Event prevents Officefront from providing any of the Services for more than 4 weeks, Officefront shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

12.     Assignment.

1. Officefront may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
   1. The Customer shall not, without the prior written consent of Officefront, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

13.     Miscellaneous.

1. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
   1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
   1. If any provision or part-provision of the 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. The provisions of this Agreement will be deemed severable, and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.
   1. The terms and conditions of this Agreement may be amended or waived only by a written instrument signed by the parties. No failure or delay by a party in exercising any right or remedy provided under the Agreement or by law shall constitute a waiver of that or

any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

1. Clauses 4, 5, 6, 7, 9 and 10 shall survive termination of the Contract.

1. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
   1. A person who is not a party to the Agreement shall not have any rights to enforce its terms.
   1. Except as set out in these Conditions, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.

Officefront Ltd &/or Officefront/Daws Lane Business Centre

Business Address / Registered Office & Business Mail Forwarding Services:

(Our 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 (Our) 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 both Officefront, (a private partnership) & Officefront Ltd (a limited liability company 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.

2. 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.

3. 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 written notice to the other party of its intention to terminate the Contract in line with the notice period stated in the order. 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 endeavors 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.

5. THE SERVICES

5.01 Telephone numbers supplied by Officefront are for the use of the client whilst they remain a client of the company. These numbers are not portable and will cease to operate upon closure or suspension of the account.

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 (ONLY 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 accepted instructions specified by the Client who will be responsible for all resulting forwarding and service charges.

Clients using an Officefront partner site note that, should such a site change its situation as to being able to provide a continued service due to closure or any other reason, Officefront cannot accept responsibility for any inconvenience that such an action may cause. Officefront will make every effort possible to find a suitable replacement location, if one can be obtained.

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.

Operator/Receptionist time communicating with your callers for message taking and patching is based on an agreed Per Call Handled fee plus an agreed per second fee whilst the caller is connected to our receptionists.

5.4 Transfer/patching call charges will apply. This charge begins once Officefront has passed a caller directly to you.

5.5 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.

5.6 Officefront will not accept parcels or packages 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 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 us 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. We shall 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 We shall 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.

6. 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 companies.

6.2 When the Contract is entered into you will pay an initial deposit. Payment for Services, our 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. UK Clients paying by credit/debit card will incur a 5% card handling charge.

6.3 Our 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 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. You will remain liable for additional amounts not covered by the deposit.

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.

7. 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.

l) You are deemed to have entered into activities that are considered either illegal or immoral.

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 post office or courier for return.  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 + VAT is payable on closure and in any event

8. 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.

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

10. 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 or our partner’s 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.

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.

10.4 We 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.

11. 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.

12. 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 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.

13. NOTICES

All notices given by you to us must be emailed or sent by recorded delivery post to us 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.

14. 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.

By entering into contract with us, you agree to our obtaining and holding ALL information about you/your company in a secure manner and for us to pass this information to our partner centres where you may have requested to have your company registered or wish to have as your or your company’s post forwarded, as per HMRC regulations (which may change at any time).

For resellers, professional services companies, it is also agreed that should you wish to offer our address(es) to your clients, you may only do so with our written consent and by providing full due diligence as required by HMRC.

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 We have the right to terminate any Virtual Office Services if there are suspicions of criminal, unscrupulous or unprofessional 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.
2. 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 will be applied to your account.
3. It is the client’s obligation to ensure that his/her systems (incl. spam filters) are suitable to receive communications from us.
4. Low volume post means no more than 10 standard letters per month. Special annual low volume official post only service will ONLY forward official post