We are Grand Strong Holdings Limited trading as Compass Offices, hereafter referred to as “Compass”. These are our terms of business, which you agree shall apply to each serviced office that you have agreed to utilize in the above Business Centre Service Agreement (which, in conjunction with these Terms of Business, are herein collectively referred to as your “Agreement”). Your Agreement supersedes any previous agreement you may have with Compass for the same services, and contains all the terms agreed between the parties.
1. Furnished Office Space
Compass 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. On occasion, Compass may be required to allocate different office spaces, but these will be of at least equal size.
2. Office Services
Compass will provide the services described in the Agreement during normal operating hours Monday to Friday. (Connectivity is Available 24/7.) We are always willing to discuss special agreements 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. Connectivity Service Package
If you have subscribed to a Connectivity Service Package (high-speed secured internet access), 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. Compass 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 and you shall be solely responsible for whatever security measure (such as data encryption) you believe are appropriate to your circumstances. Compass does not guarantee that a particular degree of availability will be attained in connection with your use of services. You hereby warrant to us that our provision of these services to you will not infringe the rights of any third party. Compass warrants that the services shall be provided and performed in a professional manner 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 expressed 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 the description, performance, quality, suitability or fitness for any particular purposes, of the services. Compass does not warrant that the services will be uninterrupted or error free.
USING THE OFFICES
4. On Moving In
You will be asked to sign an inventory list for 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 number of workstations allowable in that office, a hot desk supplement fee equal to the monthly standard VO fee (prices available on request), will apply for each person over the number of maximum workstations for the given office. If at any time the number of people physically present exceeds the maximum number of workstations allowable, those employees will pay an additional hourly or daily rate for the additional 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 serviced offices or cube accommodations. You must not use the name “COMPASS OFFICES” (or any similar or confusing derivation thereof) or the name of any of Compass’ 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. If you use the business centre address as your registered business address, you must
have a third-party registered as your agent for service of process in connection with any subpoenas or other government or court ordered document(s).
7. Taking Care Of Our Property
You must take proper care of all parts of the business centre, its equipment, fittings and furnishings. You must not alter any part of it. You are strictly liable for any damage caused by you, your employees and any of your invitees to 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 telecom connections without our prior written consent.
9. Office Modifications
You must not make any modifications to the office structures, walls and partitions without our prior written consent. Any modifications must be made by an approved vendor and will be at your full cost. At the end of your Agreement you will be solely 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 make 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 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, do or fail to do anything which might 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 allows Compass to terminate your Agreement should Compass determine you have violated the conditions of your Agreement.
12. Comply With House Rules
You must comply with our house rules; 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 personal 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 and 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 the services (including access to the business centre) for reasons of political unrest, strikes, or other event 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 team, 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 Compass from any liability arising out of conditions, circumstances, or events beyond our control or incurred in connection with any of your email. You agree (a) that Compass will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, your Agreement 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; and (b) that our
liability in respect of any losses, damages expenses or claims set out in (a) above will be limited up to maximum of 125% of the fees paid under your Agreement up to the date on which
the claim in question arises or HK150,000 (whichever is higher). You further agree that 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 circumstantial orconsequential 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 and other clients 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 minimum commitment period (which you agree to be bound by) as indicated by the “Length of Agreement” clause (found above in the Business Centre Service Agreement portion of your Agreement), and will automatically be extended for successive periods equal to the same successive Length of Agreement unless brought to an end by you or by us in accordance with the provisions of this Agreement. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal 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 applicable at the time of each renewal.
20. Bringing Your Agreement To An End
Either party to this Agreement may terminate this Agreement at the exact end date stated herein, or at the exact end date of any extension or renewal period, by giving to the other party written notice of such parties’ intent to terminate not less than three (3) months in advance of such end date or not less than three (3) months in advance of such end of extension or renewal period. However, if the Length of Agreement or any extension or renewal thereof is for three (3) months or less, the written notice period shall be reduced to one (1) month. If the Length of Agreement or any extension or renewal thereof is less than one (1) month, the written notice period shall be one (1) week less than the current Length of Agreement, extension or renewal period. By way of example, if the Length of Agreement is for three (3) weeks, the written notice period shall be two (2) weeks. In the event that you and Compass are engaged in discussions for a renewal or extension of this Agreement, you nevertheless hereby acknowledge, confirm and agree that any and all written notice periods contained in this clause 20 shall remain in full force and effect; provided, however, that in the event that you and Compass reach a written agreement for an extension or renewal period prior to the current end date, any timely written termination notice provided by you shall become immediately null and void.
21. Early Termination
You will be released from your obligations under this Agreement and allowed to terminate prior to the end date stated on this Agreement subject to you paying the full Agreement fees for the unexpired term together with all other outstanding invoices. Upon payment of the full Agreement fees for the unexpired term together with all outstanding invoices, the Services Retainer and Petty Cash will then subsequently be refunded to you.
22. Ending Your Agreement Immediately
Compass 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 any 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; and
• indemnify Compass against all costs and losses we incur as a result of the termination.
23. If The Business Centre Is Not Available
In the unlikely event that Compass 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. We will try to find suitable alternative accommodation for you at another Compass business centre.
24. 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 sale. 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 for a Virtual Office Business Plus package with us on our standard terms at the time for 3 months. This service will be charged according to our standard prices applicable on the date your Agreement ends. Current contract terms and pricing can be obtained online through your Compass Offices sales representative.
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. FEES
In the following clauses any references 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 Package price.
25. Standard Services
The standard fee, the Connectivity Service Package price (if applicable) and the telecom 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 4th day (or such other day as we designate) of each month and payable no later than the 20th of that month. In the event that the 20th falls on a weekend or public holiday you are required to pay it no later than the business day prior. 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. Unless otherwise agreed in writing, these recurring services will be provided by Compass at the specified rates for the duration of this Agreement (including any renewal). For a period less than a month, the fees will be applied on a daily basis. You agree to pay promptly all (i) sales, use, excise and any other taxes, surcharges or license fees which you are required to pay to any government authority (and, at our request, will provide evidence of such payment), and (ii) any taxes paid by us attributable to your office space, including, without limitation, any gross receipts, rent and occupancy taxes, surcharge fees or tangible personal property taxes. If you have agreed to participate in our direct debit program, payment of fixed and variable charges will be made automatically through this mechanism. The telecoms and Connectivity Service Packages are mandatory for any shared office and hot desk offerings. Monthly fees and services that are paid by credit card will incur an administrative charge. For further details regarding the terms and conditions for Network Box under the Secure Connectivity Package please refer to www.compassoffices.com/connectivityterms.
26. 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.
27. Services Retainer
You will be required to pay a Services Retainer equivalent to three months standard service fee on entering into your Agreement. This will be held by us as security for performance of all obligations
under your Agreement. The Services 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 Services Retainer held or you frequently failed to pay us when due.
28. Petty Cash
You may be required to deposit Petty Cash on entering into your Agreement. This will be held by Compass as security for usage of pay-as-you-use and ad-hoc services used during your stay. The Petty Cash, or any balance after deducting outstanding fees and other costs due to Compass, will be returned
to you within 60 days of the date you have settled your account with Compass in full.
WEBSITE TERMS & CONDITIONS
• The content of this website is for general information and use only. It is subject to change from time to time without notice.
• Every effort is made to keep the website online and running without interruption. However, Compass Offices takes no responsibility for, and shall not be liable for, the website being unavailable or inaccessible for any length of time, nor for reasons of any kind.
• Compass Offices does not provide any warranty or guarantee as to the accuracy, timeliness, reliability, performance, completeness or suitability of the information and materials found or offered in this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent as permitted by law.
• Your use of any information or materials in this website is entirely at your own risk, for which Compass Offices shall not be liable. It shall be your sole responsibility to ensure that any products, services or information available through this website meet your specific requirements and Compass Offices shall be under no circumstances liable for the suitability of any such website content for any purpose whatsoever.
• This website contains materials which are owned by or licensed to us. These materials include, but are not limited to, the design, layout, look, appearance and graphics. Reproduction, dissemination or other use of any kind is strictly prohibited except in accordance with the copyright notice, which forms an integral part of these terms and conditions.
• Compass Offices own the trademarks, logos and service marks displayed on this website. These shall not be used without the written permission of Compass Offices or the owning party. Materials on this site are protected by copyright. No part of these materials may be modified, reproduced, stored in a retrieval system, transmitted, copied, distributed or used in any other way for commercial or public purposes without Compass Offices’ prior written consent.
• Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
• From time to time this website may also include links to third party websites. These links are provided solely for your convenience to provide further information. Compass Offices does not make any warranty whatsoever and shall have no liability whatsoever for any information, content, products, services or any other matter associated with such third party websites, nor does Compass Offices claim to endorse any such website(s).
• Any user of this website is expressly prohibited from creating a link to this website from any other website or document for commercial use, without Compass Offices’ express written consent.
• Your use of this website and any dispute arising out of such use of the website is subject to the laws of the Hong Kong Special Administrative Region of The People’s Republic of China.
If you have any queries regarding the above terms and conditions, please email us at email@example.com.
In the event of any inconsistency between the English language version of these terms and conditions and any other language version, the English language version shall prevail.
Compass Offices reserves the rights to change the above terms and conditions from time to time without prior notice to you and any and all such changes shall be effective immediately when made, without limitation.