TERMS AND CONDITIONS
1. We are Matford Business Centre Ltd, trading as Sowton Business & Technology Centre. These are our terms and conditions of trade. They apply to the Service Agreement, which you have signed (which we will refer to simply as your agreement). Your agreement supersedes any previous agreement you may have with us for the same services and contains all the terms we have agreed.
Standard Services in the Standard Fee
2. Furnished Office Accommodation. We are able to provide the number of serviced and fully furnished rooms for which you have agreed to pay in the Business Centre. Your agreement lists the rooms we have initially located for your use. Occasionally we may need to allocate different rooms, but these will be of equivalent size and we will try to agree these with you in advance.
3. Office Services. We are to provide the services described in the Office Accommodation offer and, if requested, the Business Services offer, Voice and Data Services offer and Telecoms Services offer during normal opening hours Monday to Friday. We are happy to discuss special arrangements for use of these services outside our normal opening hours (changes only apply when confirmed in writing). All of the optional services described as Business and Pay-As-You-Use Services are subject to availability of our centre staff/equipment at the time of any service request. We will endeavour to deal with a service request at the earliest opportunity, but will not be held responsible for any delay. If in our opinion, we decide that a request for any particular Service is excessive, we reserve the right to charge an additional fee to our usual published rates based on the time taken to complete the service. Some services may be provided by other companies to you via Matford Business Centre Ltd. Where applicable, you agree that additional terms of trade will supplement MBC terms, should our standard conditions not be sufficient for the provision of specialist services. MBC will be the sole judge of whether supplementary conditions apply to this contract in such circumstances.
Network and Internet Compliance
4. You must comply with any copyright notices, licence terms or other notices appearing on screens or as part of any published material including but not limited to that on the Internet or our Network (internal or external). You must not copy, use or exploit software or other material in any way, unless we have explicitly given you permission to do so in writing. You must strictly comply with the terms of any permission that we give.
5. We do not make representations as to the security of our network (or the Internet) or of any information that you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances.
6. We cannot guarantee that a particular degree of availability will be attained in connection with your use of the services.
7. You hereby warrant to us that our provision of the services to you will not infringe the rights of any third party.
8. You will comply with the Network and Internet rules as published from time to time.
9. We warrant that the services shall be provided and performed in a professional and workmanlike manner and shall conform to the description of the services set out in the offer for services. If we fail to provide the services as warranted, your sole and exclusive remedy shall be the remedy of such failure by us within a reasonable time after written notice.
10. The above warranty is in lieu of all other terms, conditions and warranties, whether express or implied by usage, custom, statute or otherwise, appertaining to the services and manner in which we perform our obligations and exercise our rights including, but without prejudice to the generally of the foregoing, such as relate to the description, performance, quality, suitability or fitness for any particular purpose, of the services. We do not warrant that services will be uninterrupted or error free.
Using the Accommodation
11. On Moving In. You will be asked to sign an inventory of all accommodation, 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.
12. The Nature of Your Business. You must only use the accommodation for office purposes and for only the business stated in your agreement or subsequently agreed in writing with us. Office use of a “retail” nature involving frequent visits by members of the public is not permitted. You must not carry on any business that competes with our business of providing serviced office accommodation or those service provided by the South West Communications Group as a whole.
13. Your Name and Address. You may only carry on that business in your name or some other name that we previously agree. At your request and cost we will include that name in the House directory at the business centre where this is available. You must not put up any signs on the doors to your accommodation or anywhere else, which is visible from outside the rooms you are using. You may not use the business centre address as your registered office address.
14. Taking Care of Your Property. You must take good care of all parts of the business centre, its equipment, fittings and furnishings which you use. You must not alter any part of it. You are liable for any damage by you or those in the business centre with your permission or at your invitation.
15. Office Furniture and Equipment. You must not install any furniture or office equipment, cabling, IT, Internet or telecoms connections/equipment.
16. Keys and Security. Any keys and/or entry cards which we let your use remain our property at all times. You must not take any copies of them or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must pay the cost of replacement keys or cards and/or changing locks, .if required. 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 center when you leave.
17. Comply with the law. You must comply with all the relevant laws and regulations in the conduct of your business. You must do nothing illegal. You must not do anything that may interfere with the use of the business centre by us or by others, cause nuisance or annoyance, increase the insurance premiums and waste disposal costs we have to pay or cause loss or damage to us or to the owner of any interest in the building which contains the business centre
18. Comply With House Rules. You must comply with any house rules which we impose generally on users of the business centre whether for reasons of health and safety, fire precautions or otherwise.
19. Insurance. It is your responsibility to arrange insurance for your own property which you bring into the business centre and for your own liability to your employees and to any third parties.
Providing the Services
20. Access to Your Accommodation. We can enter your accommodation at any time. However, unless there is an emergency we will as a matter of courtesy try to inform you in advance when we need access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. We will also respect security procedures to protect the confidentiality of your business.
21. At the Start of Your Agreement. If for any reason we cannot provide the number of rooms stated in your agreement by the date when your agreement is due to start we have no liability to you for any loss or damage by you may cancel the agreement without penalty. We will not charge you the standard fee for rooms you cannot use until they become available.
22. Suspension of Services. We may by notice suspend the provision of services (including access to the accommodation) for reasons of political unrest, strikes or other events beyond our reasonable control, in which event payment of the standard fee will also be suspended for the same period.
23. Our Liability. We are not liable for any loss as a result of our failure to provide services as a result of breakdowns, faults, strike, delays, failure of staff, termination or our interest in the building containing the business centre or otherwise unless we do so deliberately or are negligent. We are also not liable for any failure until you have told us about it and given us a reasonable time to put right. You agree (a) that we will not have any liability for any loss, damage or claim which arises as a result of, or in connection with your agreement and/or your use of the services except to the extent to that such loss, damage, connection with, your agreement and/or your use of the services except to the extent that such loss, damage, expense or claim is directly attributable to our deliberate act or our negligence (our liability); and (b) that our liability will be subject to the limits set out in the next paragraph. We will not in any circumstances, have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss. We strongly advise you to insure against all such potential loss, damage expense or liability.
We will be liable:
- Without limit for personal injury or death;
- Up to a maximum of £1 million (for any one event or series of connected events) for damage to your personal property;
- A maximum of £20,000 in respect of all other losses, damages, expenses or claims.
24. The Nature of Your Agreement. Your agreement is the commercial equivalent of an agreement for accommodation in a hotel. The whole of the business centre remains our property and in our possession and control. We are giving you no interest in property just the right to share with us the use of the business centre so that we can provide the services to you. The agreement is personal to you and cannot be transferred to anyone else. We may transfer the benefit of your agreement and our obligations under it at any time.
25. Duration. Your agreement lasts for the period stated in it and will then be automatically renewed for successive periods of three months until brought to an end by you or us. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be market price notified by us to you at the time of renewal. In all other respects your agreement will renew on the same terms and conditions.
26. Bringing Your Agreement to an End. Either of us can terminate your agreement at the end date stated in it, or at the end of any three month renewal period, by giving at least two months’ notice to the other.
27. Ending Your Agreement Immediately. We may put an end to your agreement immediately if:
- You become insolvent, go into liquidation or if we consider you are unable to pay your debts as and when they fall due.
- You are in breach of one of your obligations which cannot be put right or which we have given you notice to put right and which you have failed to put right within fourteen days of that notice.
- Your conduct, or that of someone at the business centre with your permission or at your invitation, is incompatible with ordinary office use.
- If we put an end to the agreement for any of these reasons it does not put an end to any the outstanding obligations you have and you must:
- Pay for additional services you have used.
- Pay the standard fee for the remainder of the period for which your agreement would have lasted had we not ended it, or (if longer) for a further period of three months and
- Indemnify us against all losses and costs we incur as a result of the termination.
28. If the Business Centre is not available. In the unlikely event that we are no longer able to provide the services and accommodation at the business centre stated then your agreement will end and you will only have to pay standards fees up to the date it ends and for the additional services you have used.
29. When Your Agreement Ends.
- You are to vacate the accommodation immediately leaving it in the same condition as it was when you took it. As well as recharging to you any costs that we reasonably incur putting your accommodation back into this condition. We will also charge you a fee for cleaning the accommodation based on our standard rates at the time you vacate. If you leave any of your own property in the business centre we may dispose of it in anyway we choose without owing you any responsibility for it in the proceeds of sale.
If you continue to use the accommodation when your agreement has ended:
- You are responsible for any loss, claim or liability we incur as a result of your failure to vacate on time.
- We may, at our discretion, permit you an extension subject to a surcharge on the standard fee.
30. Employees. While your agreement is in force and for a period of six months after it ends, you must not solicit or offer employment to any of our staff (including those employees of the South West Communications Group). If you do, we estimate our loss at the equivalent of one year’s salary for each of the employees concerned and you must immediately pay us damages equal to that amount.
31. Notices. All formal notices must be in writing.
32. Confidentiality. The terms of your agreement are confidential. Neither of us can disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after your agreement ends.
33. Indemnities. Except where we are negligent, you must indemnify us in respect of all liability, claims, damages, loss and expenses that may arise.
- If someone dies or is injured while in the accommodation you are using.
- From a third party in respect of your use of the business centre and its services.
- If you do not comply with the terms of your agreement.
You must also pay any cost, including reasonable legal fees which we incur enforcing your agreement.
34. Data Protection. You agree that we may process, disclose or transfer any personal data which we hold on or in relation to you provided that in doing we take such steps as we consider reasonable to ensure that it is used only:
- To fulfill our obligations under your agreement.
- For work assessment and fraud prevention.
- To make available information about new or beneficial products and services offered
35. English Law Applies. English law applied to your agreement. We both accept the non-exclusive jurisdiction of the English Courts.
In the following clauses, any reference to “fees” alone means all of the standard Accommodation fee, Pay-As-You-Use fees, the Business Services price, the Voice and Data Services price, the Telecoms Services price.
36. Standard Services. The Standard Service fee, the Business Service price, the Voice and Data price and the Telecom Service price plus VAT in all cases, are payable in respect of the services to be provided during the following month in advance in full on the 25th day (or such other day as we designate) of each month. The minimum fee payable shall be a single calendar month – no allowances shall be made for short, long or part month occupations.
37. Pay-As-You-Use Services. Fees for pay-as-you-use services in accordance with our published rates from time to time, fees for Supplementary Services, plus VAT are invoiced in arrears and payable on the 25th day (or other such day as we designate) of the month following the calendar month in which the services were provided.
38. Service Retainer. You will be required to pay a service retainer equivalent to 2-months of the Standard Service Tariff on entering into your agreement. This will be held by us as security for performance of all your obligations under your agreement. The retainer, or any balance after deducting outstanding fees and other costs due to us, will be returned to you as soon as you have settled your liabilities with us and vacated your accommodation. We may require you to pay an increased retainer if:
- Outstanding fees exceed the old retainer held.
- You frequently fail to pay us when due.
39. Late payment. If you do not pay fees when due, we may charge interest at the rate of 2% per month on the amounts outstanding. If you dispute any part of an invoice you must pay the amount not in dispute by the due date. We also reserve the right to withhold services (including for the avoidance of doubt, denying you access to your accommodation) while there are any outstanding fees and interest or you are in breach of your agreement.
40. Annual Increase. We will increase your Standard Service fees on each and every January 1st by a percentage amount equal the increase in the All Items Retail Price Increase, or such other broadly equivalent index which we substitute, over the previous year plus 2%.