USING KPC OFFICES
KPC Offices Limited, is hereafter referred to as “KPC”. These are our terms of business, which you agree shall apply to each serviced office that you have agreed to utilize in the above Serviced Office Agreement (which, in conjunction with these terms and conditions, are herein collectively referred to as your “Agreement”). Your Agreement supersedes any previous Agreement you may have with KPC for the same services, and contains all the terms agreed between the parties.
STANDARD SERVICES INCLUDED IN YOUR STANDARD FEE
1. Furnished Office Accommodation
KPC will provide the number of serviced and fully furnished office spaces for which you have agreed to pay in your Agreement (each an “office” or collectively the “offices”). Your Agreement lists the offices we have initially allocated for your use. In occasion, KPC may be required to allocate different office spaces, but these will be of equal size.
2. Office Services
KPC will provide the services described in the Agreement during normal operating hours Monday to Friday. (Connectivity is Available 24/7). We are happy to discuss special arrangements for use of these services outside our normal operating hours. All services are subject to availability at the time of the request. We will endeavor to deal with a service request at the earliest opportunity, but will not be held responsible for any delay. If we, in our sole discretion, decide that a request for any particular service is excessive or outside the scope of your Agreement, we reserve the right to charge additional fees at our published rates based on the time taken to complete such service.
3. KPC Internet
You must comply with any copyright notices, license terms or other notices appearing on screen or as part of any material on the Internet or our network. You must not copy, use or exploit such software or other material in any way, unless we have explicitly given you permission to do so. You must strictly comply with the terms of any permission that we give. KPC does not make any 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.
KPC does not guarantee that a particular degree of availability will be attained in connection with your use of the services. You hereby warrant to us that our provision of the services to you will not infringe the rights of any third party.
KPC warrants that the services shall be provided and performed in a professional and shall conform to the description of the services set out in your Agreement. 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.
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 generality of the foregoing, such as relate to the description, performance, quality, suitability or fitness for any particular purposes, of the services. KPC does not warrant that the services will be uninterrupted or error free.
USING THE ACCOMMODATION
4. On Moving In
You will be asked to sign an inventory of the office(s), 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. You may at any time have as many employees working in your office(s) as there are maximum allowable workstations. This number is noted on the front of your Agreement. Anytime the number of people sharing an office exceeds the maximum numbers of workstations allowable in that office, an additional fee will apply for each person over the number of maximum workstations for the given office.
5. The Nature Of Your Business
You must only use the offices for office purposes, and only for the business stated in your Agreement or subsequently agreed with us. Office use of a “retail” nature, involving frequent visits by members of the public, is not permitted. You must not carry on a business which competes with our business of provided serviced office or cube accommodations. You must not use the name “KPC” or “KPC Business Centre” (or any similar or confusing derivation thereof) or the name of any of KPC’ associated companies in any way in connection with your business.
6. Your Name And Address
You may only carry on the business that we previously agree on. At your request and cost we will include your business name in the house directory at the business centre, when it is available. You must not put up any signs on the doors to your offices or anywhere else that is visible from outside the offices you are using. You may use the business centre address as your business address but only with our prior written consent and subject to any conditions which we may impose.
7. Taking Care Of Our 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 caused by you, your employees and those visiting the business centre with your permission or at your invitation.
8. Office Furniture And Equipment
You must not install any furniture or office equipment, cabling, IT or telecoms connections without our consent, which KPC may refuse at our absolute discretion.
9. Office Modifications
You must not make any modifications to the office structures, walls and partitions without our consent, which we may refuse at our absolute discretion. Any modifications must be by an approved vendor and will be at your full cost. At the end of your lease you will be responsible for full reinstatement of the offices back to their original state.
10. Keys And Security
Any keys or entry cards which we supply remain our property at all times. You must not take 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 of 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 offices when you leave and to ensure the front door to the business centre is locked.
11. Comply With The Law
You must comply with all relevant laws and regulations whilst conducting your business. You must not do anything that may interfere with the use of the business centre by us or by others, cause any nuisance or annoyance, increase the insurance premiums 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. You acknowledge that this clause allow us terminate your Agreement should KPC determine you have violated the conditions of your Agreement.
12. Comply With House Rules
You must comply with any house rules imposed; these rules are created for the adherence to health and safety, fire precautions and other regulations..
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 third parties.
PROVIDING THE SERVICES
14. Access To Your Offices
We can enter your offices 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 inspections, cleaning and maintenance. We will also respect security procedures to protect the confidentiality of your business.
15. At The Start Of Your Agreement
If for any reason we cannot provide the office(s) stated in your Agreement by the date when your Agreement is due to start, we have no liability to you for any loss or damages but you may cancel the Agreement without penalty. If you choose to not cancel your Agreement, we will not charge you the standard fee for the office(s) during the period the office(s) are not available.
16. Suspension Of Services
We may suspend the provision of services (including access to the business centre) 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.
17. Our liability
We are not liable for any loss as a result of our failure to provide a service as a result of mechanical breakdown, strike, delay, failure of staff, termination of our interest in the building containing the business centre or otherwise unless we do so deliberately or are grossly negligent. We are also not liable for any delay, damage, loss, or failure until you have informed us about it in writing and given us a reasonable time to remedy the situation. In addition, you hereby release KPC from any liability arising out of conditions, circumstances, or events beyond our control incurred in connection with any Client mail. You agree that KPC 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 that such loss, damage, expense or claim is directly attributable to our deliberate act or our gross negligence.
You further agree that we will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated saving, loss of or damage of data, third party claims or any consequential loss. We strongly advise you to insure against all such potential loss, damage expense or liability.
SCOPE OF AGREEMENT
18. 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. You acknowledge that your Agreement creates no tenancy interest, leasehold estate or other real property interest in your favour with respect to the offices or the business centre. We are giving you the right to share with us the use of the use of the business centre so that we can provide the services to you. Your 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.
Your Agreement lasts for the period stated in the “Length of Agreement” clause (found above in the Serviced Office Agreement portion of your Agreement), and will then automatically be extended for successive periods equal to the current term until brought to an end by you or by us. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal date will be the list price prevailing at the time of renewal. In all other respects, your Agreement will renew on the same terms and conditions.
20. Bringing Your Agreement To An End
Either you or KPC can terminate your Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least two month written notice to the other. However, if your Agreement, extension or renewal is for shorter than two month, the termination notice period is one month, and if the extension or renewal is for shorter than one month, the termination notice period is one week less than the extension or renewal period.
21. Ending Your Agreement Immediately
KPC may terminate your Agreement immediately by giving you notice if:
you become insolvent, go into liquidation or become unable to pay your debts as they fall due;
you are in breach of one of your obligations which cannot be remedied or which we have given you notice to put right and which you have failed to put right within fourteen days of that notice; or
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 terminate the Agreement for any of these reasons it does not put an end to any then outstanding obligations you may 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 it not been terminated, or, if such period is longer than three months, for a further period of three months; and
indemnify KPC against all costs and losses we incur as a result of the termination.
We reserve the right to deny, restrict, suspend, or terminate your agreement and access to all or any part of the Service if we determine, in our sole discretion, that you have violated this Agreement or pose a threat to KPC Business Centre and/or its other users.
22. If The Business Centre Is Not Available
In the unlikely event that KPC is no longer able to provide the services and accommodation at the business centre stated in your Agreement then your Agreement will end and you will only have to pay standard fees up to the date it ends and for the additional services you have used.
23. When Your Agreement Ends
You will be responsible for any repairs needed above and beyond normal wear and tear and repainting. If you leave any of your own property in the business centre, we may dispose of it any way we choose without owing you any responsibility for it or any proceeds of sales, In order to transition your mail and telephone calls from the business centre, you will automatically be entered to an Exit Virtual Office (“VO”) Agreement with us on our standard terns at the time for 3 months. This service will be charged according to our prices applicable on the date your Agreement ended. Current contract terms and pricing can be obtained through your KPC Centre Manager.
If you continue to use the office(s) 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.
In the following clauses any reference to “fees” alone means all of the standard service fees, pay-as-you-use fees, the Beverage Fee, the Telecoms Service price and the Connectivity Service price.
24. Standard services
The standard fee, the Connectivity Services price (if applicable) and the Telecoms Services price (if applicable), plus appropriate taxes and all other fees and charges, in accordance with our published rates which may change from time to time, are invoiced in respect of the services to be provided during the following month in advance in full on the 30th day (or such other day as we designate) of each month. No refund will be given for months less than 30 days nor will any additional charge be levied for months of more than 30 days.
25. Pay-as-you-use Services
Fees for pay-as-you-use services in accordance with our published rates, which may change from time to time, and fees for Supplementary Services, plus tax (if applicable), are invoiced in arrears and payable on the 30th day (or such other day as we designate) of the month following the calendar month in which the additional services are provided.
26. Service Retainer
You will be required to pay a Service Retainer equivalent to 60 days standard service fee on entering into your Agreement. This will be held by us as security for performance of all your obligations under your Agreement.
The Service Retainer, or any balance after deducting outstanding fees and other costs due to us, will be returned to you within 60 days of the date you have settled your account with us in full.
We may require you to pay an increased retainer if outstanding fees exceed the Service Retainer held or you frequently failed to pay us when due
27. Late payment
If you do not pay fees when due, an interest at 5% per month will be charged. If you dispute any part of an invoice, you must pay the amount not in dispute by the due date. All invoiced fees must received by 5pm on the stipulated due date on the invoice or an HK$1000 administrative fee will be charged. If payment is not received within the next 7 days an additional HK$1000 will be charged and an additional HK$2000 if not received within 14 days from the invoice due date. We also reserve the right to withhold services while there are any outstanding fees and interest or you are in breach of your Agreement. If there is no payment after 14 days from the due date of an invoice, then you will be denied access to your accommodation.
If no payment is received then access to the property will be denied and all items within the premises will be possessed by KPC until settlement is made. KPC has the right terminate your Agreement and lease the space to another client. Retained items will be kept for a period of 14 days from possession at which point KPC shall be entitled to dispose of any goods in settlement of any arrears and any costs of disposal shall be borne by the client or deducted from the sales of items. Clients waive all rights to any proceeds from the sales of possessed items. There is a HK$200 unlocking fee due once if the outstanding amounts are settled within the 14 days from possession.
28. Insufficient Funds Fees
You will pay a fee of HK$200 or the maximum amount permitted by law for the return of any payment for insufficient funds.
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 current employees or anyone who has left out employment in the last 3 months. If you do, we estimate our loss at the equivalent of one year’s salary for each of the employees concerned, and you must pay us damages equal to that amount.
All formal notices must be in writing. Clients are responsible for keeping updated address records at the business centre.
The terms of your Agreement are confidential. Neither party may 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.
You must indemnify us in respect of all liability, claims, damages, loss and expenses which may arise
if someone dies or is injured while in the office(s) you are using;
from a third party in respect of your use of the business centre and the services; or
if you do not comply with the terms of your Agreement.
You must also pay any cost, including reasonable legal fees, which we incur in enforcing your Agreement.
33. Data protection
You agree that we may process, disclose or transfer to other countries which are part of our international network any personal data which we hold on or in relation to you, provided that in doing so 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; or to make available information about new or beneficial products and services offered by us and other organizations which we consider may be of interest to you.
34. Applicable Law
Your Agreement is interpreted and enforced in accordance with the laws of the country in which the business centre in question is located. We both accept the exclusive jurisdiction of the courts of such jurisdiction where the centre is located.
Your Agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.
Should any provision within your Agreement prove unenforceable or invalid, this shall not affect or impair the validity of any other provision. No waiver of any default by you shall be implied from any failure by KPC to take action with respect to such default.
37. Joint Liability
Where you as the client comprise more than one individual, such individuals shall be jointly liable to observe and preform your obligations under this Agreement.
38. Time Is Of The Essence
Time is of the essence with respect to all provisions of this Agreement that specify a time for performance.