Terms and Conditions

  1. This Agreement with Office & Co Coworking will permit CLIENT to use 999 Brickell Avenue, Suite 410, Miami, FL 33131 as the CLIENTS’ official Business Address in Miami.
  1. Office & Co will provide the CLIENT with a received MAIL service.
  1. Office & Co will hold mail and packages addressed to the CLIENT.
  1. The CLIENT will collect their mail/packages (or arrange for them to be collected) in a timely manner. –Office & Co will not be held responsible for urgent, late, lost, or damaged mail/packages.
  1. Office & Co will not be liable for any/all contents or losses that it may cause due to the date mail was delivered at the reception desk.
  1. Office & Co may refuse to receive at its reception desk any notices or services of process addressed to the CLIENT, notifying the CLIENT’S representatives that are present in the Place of Use for them to receive such notices or services of process or simply indicating their absence at the time of delivery.
  1. The CLIENT confirms that if it is using Office & Co’s address as a tax domicile, that at the expiration of the Agreement, CLIENT shall evidence by certified documents, within fifteen (15) days the exclusion of Office & Co’s address from the registers of the competent authorities as CLIENT’S tax domicile. The Agreement shall remain the consideration value of CLIENT in full force and effect until effective proof of the address exclusion before the competent authority is provided.
  1. Should the CLIENT fail to pay its monthly charge for 2 consecutive months/or the parties agree to terminate the Agreement, Office & Co will be within its rights to ‘Return-To-Sender’ or refuse all received mail addressed to the CLIENT.
  1. Client is permitted access to the Office & Co premises during normal business office hours on Monday to Friday from 8AM to 5PM. Access out of hours, or on weekends and State/Federal Public Holidays should be informed at info@officecous.com. Not applicable to Virtual Packages
  1. Client with Virtual Packages need to coordinate access to Office & Co premises with Management, info@officecous.com, +1.786.795.5147.

 

  1. PURPOSE: OFFICE&CO COWORKING BUSINESS CENTERS: The purpose of this Agreement is the provision and accommodation of workspaces provided by OFFICE&CO, as requested, and agreed to by CLIENT. This Agreement shall set forth the terms to which CLIENT agrees to be bound before entering the workstation according to the terms of this Agreement as more fully described below:
  2. Landlord leases to Tenant and Tenant leases from Landlord the Premises on an “as is” Tenant is deemed to have accepted the Premises and agreed that, as of the date hereof, the Premises is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition of the Premises or suitability thereof for Tenant’s use.
  • Workspace Accommodations: The physical space, equipment, and furniture which shall include all physical workspaces and Shared Desk accommodations, Virtual Office Accommodations, and Day-Use Accommodations. The aforementioned accommodations shall be generally referred to as the “Utilization Unit” unless otherwise specified; and,
  • Administrative Services: The administrative services that will be provided in this Agreement and Accommodation Application.
  1. STANDARD SERVICES INCLUDED IN YOUR STANDARD FEE
  • Furnished Office Accommodation: OFFICE&CO shall provide the number of serviced and fully furnished accommodations for which CLIENT has agreed to pay in the business center stated in the Accommodations Application (Also referred to in this Agreement as “Application”). CLIENT’S Application for Accommodations lists the accommodations OFFICE&CO has initially allocated for CLIENT’S use. By entering into this Agreement CLIENT contemplates and agrees that on occasion, OFFICE&CO may need to allocate different accommodations to CLIENT. Said accommodations will be of similar size and OFFICE&CO will attempt to obtain CLIENT approval with respect to such different accommodations in advance, however, CLIENT acknowledges and agrees that CLIENT’S approval is not necessary.
  • OFFICE&CO is to provide the Utilization Unit or Workspace accommodation and the Administrative Services described on the Accommodations Application, during normal operating hours Monday-Friday, 9:00 AM – 5:00 PM, hereinafter referred to as “Hours of Operation,” except for those days that fall on a National Holiday. All services are subject to the availability of our center team at the time of any service request. We will endeavor to deal with a service request at the earliest opportunity but will not be responsible for any delay.
  1. NETWORK & INTERNET USE: CLIENT 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. CLIENT must strictly comply with the terms of any permission granted by OFFICE&CO. CLIENT hereby warrants to OFFICE&CO that the provision of these services to CLIENT will not infringe on the rights of any third party.
  1. ON MOVING IN: CLIENT will be asked to sign an inventory of all accommodation(s), furniture, and equipment CLIENT is permitted to use, together with a note of its condition, Said inventory shall restate the number of employees CLIENT intends to have present on the day(s) of the anticipated use, as provided by CLIENT.
  1. THE NATURE OF CLIENT’S BUSINESS.   CLIENT must only use the Accommodation for office purposes, and only for the business stated in CLIENT’S Application for Accommodation or subsequently agreed with OFFICE&CO. The Accommodation shall not be used in a “retail” nature.  CLIENT must not carry on a business which competes with OFFICE&CO’S business of providing services office or workstation accommodations. CLIENT must not use the name of OFFICE&CO COWORKING or any of its associated companies in any way in connection with CLIENT’S business.
  1. CLIENT NAME AND ADDRESS. CLIENT may only carry on that business in CLIENT’S name or some other name that OFFICE&CO previously approves. At CLIENT’S request and cost we will include that name in the house directory at the business center, where available. CLIENT may use the business center address as its business address. If CLIENT uses the center address as its registered business address, CLIENT must have a third-party registered as its agent for service of process.
  1. TAKING CARE OF OFFICE&CO PROPERTY. CLIENT must take good care of all parts of the business center, its equipment, fittings and furnishings within it’s the workspace and common areas. CLIENT must not alter any part of the workspace or common areas. However, CLIENT, upon the written consent by OFFICE&CO, may paint the interior walls and/or bring their own furniture inside their assigned workspace. CLIENT understands that any modifications to the Accommodation must be requested by CLIENT and approved in writing by OFFICE&CO. Any modifications by CLIENT without the prior written consent of OFFICE&CO shall be grounds for termination of contract. CLIENT shall return the accommodation to its original condition before quitting possession of the Unit. CLIENT agrees that failure to return the private suite to its original state shall constitute a breach of contract and will entitle OFFICE&CO to damages in the amount necessary to return the suite back to its original state, including lost rental income for the time required to provide the repairs.
  1. COMPLY WITH THE LAW. CLIENT must comply with all relevant laws and regulations in the conduct of its business. CLIENT shall not conduct any illegal activity. CLIENT shall not do anything that will interfere with the use of the business center by OFFICE&CO or by others, nor cause any nuisance or annoyance, increase to the insurance premiums or cause loss or damage to OFFICE&CO or to the owner of any interest in the building which contains the business center. CLIENT acknowledge that: (a) the terms of the foregoing sentence are material inducement to OFFICE&CO for the execution of your Agreement and (b) any violation by CLIENT of the foregoing sentence shall constitute a material default hereunder, entitling OFFICE&CO to terminate this Agreement.
  1. COMPLY WITH HOUSE RULES. CLIENT must comply with any house rules which shall be imposed generally on all users of the business center whether for reasons of health and safety, fire precautions or otherwise as well as any applicable Bylaws which pertain to the building in which the Business Center is located, which CLIENT acknowledges it has read.
  1. It shall be CLIENT’S responsibility to arrange insurance for CLIENT’S own property which CLIENT may bring into the Business Center and for CLIENT’S own liability to its employees and to third parties.
  1. ACCESS TO YOUR ACCOMMODATIONS. OFFICE&CO can enter your accommodation at any time. However, unless there is an emergency OFFICE&CO will, as a courtesy, try to inform CLIENT in advance when OFFICE&CO needs access to carry out testing, repairs, works (other than routine inspection), cleaning and maintenance. OFFICE&CO will also respect security procedures to protect the confidentiality of CLIENT’S business. If CLIENT is permitted to use the offices outside normal working hours, it is the CLIENT’S responsibility to close the doors of the offices accordingly.
  1. AT THE START OF THE AGREEMENT. If for any reason OFFICE&CO cannot provide the Accommodation(s) stated in CLIENT’S Application for Accommodation by the date when CLIENT’S Agreement is due to start OFFICE&CO shall have no liability to CLIENT for any loss or damages, but CLIENT may cancel the Agreement without penalty. OFFICE&CO will not charge CLIENT the standard fee for accommodations CLIENT cannot use until they become available unless CLIENT has been accommodated.
  1. OFFICE&CO’S OBLIGATIONS: The additional obligations of OFFICE&CO, by virtue of this Agreement are:
  • To register and control mailing correspondences addressed to CLIENT and delivered at the reception of OFFICE&CO, and send them to CLIENT on a daily basis, during business hours, under the protocol if they have been received in such a way,
  1. OBLIGATIONS OF THE CLIENT: The additional obligations of the CLIENT, without prejudice to OFFICE&CO’S obligation mentioned herein, are:
  • To use the Utilization Unit in a way that does not jeopardize the safety and soundness of the building or cause harm to other occupants of the Utilization Unit or violate the laws in force, this Agreement, and any rules and regulation of the building in which the Place of Use is located.
  • To use common or collective areas without preventing others from using the Place of Use in the same manner.
  • In the case of a legal entity, to use the Place of Use only for activities described in the purpose clause of its respective Articles of Organization/Incorporation in effect.
  • To allow for entry of OFFICE&CO into the Utilization Unit for purposes of maintenance and cleaning.
  • To comply with the Terms of Use and Codes of Conduct of OFFICE&CO that constitutes of this Agreement –
  1. LIST OF AUTHORIZED PERSONNEL: CLIENT undertakes to provide, upon the execution of this Agreement, a list of all persons that are authorized to enter into the Utilization Unit with copies of their ID cards and Individual Taxpayer ID Numbers, and in the case of a legal entity, a certified copy of its Articles of Organization/Incorporation in effect and other documents indicating its legal representatives.
  • Any changes made to the Authorized Personnel List referred to in the previous subsection shall be immediately communicated by the CLIENT to OFFICE&CO.
  • Access and Identification of any user of the Utilization Unit must follow the provisions of this Agreement. CLIENT is already aware that visitors shall be identified in advance at the reception before entering in the Place of Use or other common areas, having their access authorized by CLIENT.
  • CLIENT shall undertake to cause its members, employees, managers, agents, consultants, representatives, and visitors authorized by the CLIENT to comply with all clauses and provisions of this Agreement regarding the use of the space and equipment, being liable for any breach they may cause.
  1. STRICTLY PROHIBITED. The following acts are prohibited by this Agreement: Activities that result in regular and unscheduled visits during the day, and the use of the Utilization Unit for storage of goods, or activities that, in some way, may compete with the activities of OFFICE&CO, (i.e., retail space).
  1. SUSPENSION OF SERVICES. OFFICE&CO may suspend the provisions of services (including access to the business center) for reasons of political unrest, strikes, or other events beyond its reasonable control, in which event payment of the standard fee will also be suspended for the same period.
  1. COMMITMENTS AND RESPONSIBILITIES

 

  • The mail delivery by OFFICE&CO to the CLIENT is performed in order to expedite and facilitate the receipt of such mail; however, OFFICE&CO will not be liable for any/all contents or losses that it may cause due to the date it was delivered at the reception desk.
  • OFFICE&CO may refuse to receive at its reception desk any notices or services of process addressed to the CLIENT, notifying the CLIENT’S representatives that are present in the Place of Use for them to receive such notices or services of process or simply indicating their absence at the time of delivery.
  • OFFICE&CO shall not be liable for any loss or theft of personal or professional belongings of CLIENT left behind in the Place(s) of Use or common areas, and the CLIENT shall take all measures its deems appropriate to protect its belongings, such as lockers and insurance contracts.
  • Whenever there is a need for maintenance, testing, or repairs in OFFICE&CO’S facilities, OFFICE&CO shall, in good faith, attempt to schedule such activities outside the normal Hours of Occupation, however in the event that it becomes necessary to schedule such activities within the Hours of Operation, OFFICE&CO shall notify the CLIENT as soon as possible, except in the case of emergency and unpredictability, at which point OFFICE&CO will give notice to the full extent possible under the circumstances. OFFICE&CO shall not be liable for any damages or losses suffered by the CLIENT resulting from the scheduling of such maintenance, testing or repairs in OFFICE&CO’S facilities.
  • CLIENT agrees to hold OFFICE&CO harmless in the event of internet connection breakdown and or power outage beyond its control, OFFICE&CO is hereby exempt from responsibility of any kind resulting from outage or interruption of service(s).
  • OFFICE&CO ensures that the Administrative Services will be provided in a competent and professional manner by its agents or by specialized companies (CLIENT may request identification of said companies at any time), according to the type of service, and subject to these companies’ efficiency indexes and eventual non-compliance.
  • CLIENT shall be responsible for any expenses or losses that OFFICE&CO may incur or suffer, including attorney’s fees, if OFFICE&CO is considered liable for the CLIENT’S tax obligations.
  • CLIENT shall immediately repair or cause to be repaired, any and all damages to the property attributable to the CLIENT and or their visitors. All contractors must be approved by OFFICE&CO or CLIENT may ask OFFICE&CO for its list of authorized contractors.  If CLIENT does not fix any damage after appropriate notice from OFFICE&CO, then OFFICE&CO may cause for repairs to be made and charge CLIENT for cost of such repairs plus a reasonable administrative fee.
  • Any liability of OFFICE&CO resulting from any complaint or action arising from this Agreement by CLIENT and/or Third Parties against OFFICE&CO shall be limited to the total amounts paid by CLIENT to OFFICE&CO by virtue of this Agreement.
  • CLIENT shall remain responsible for the condition of the Utilization Unit from the date of delivery to the return date and shall return the furniture and equipment used in its Utilization Unit, in the condition in which it was transferred. CLIENT shall reimburse OFFICE&CO for any costs incurred in restoring the Utilization Unit to its previous condition, as well as for any damage incurred to the equipment and furniture, including those damages attributable to any third parties inside the OFFICE&CO facilities under the responsibility of CLIENT.
  • In the event that OFFICE&CO authorizes CLIENT to use the Utilization Unit address as tax domicile, at the expiration of the Agreement CLIENT shall evidence by certified documents, within fifteen (15) days the exclusion of OFFICE&CO’S address form the registers of the competent authorities as CLIENT’S tax domicile. The Agreement shall remain the consideration value of CLIENT in full force and effect until effective proof of the address exclusion before the competent authorities is provided.
  • OFFICE&CO shall not be liable for any insurance contracts of any kind with regard to CLIENT’S insurance, its employees, agents or visitors and its belongings, said insurable interest being at the CLIENT’S discretion and to be incurred at its own expense.

 

  1. OUR LIABILITY

 

  • OFFICE&CO shall not be liable for any loss as a result of OFFICE&CO’S failure to provide a service as a result of mechanical breakdown, strike, delay, failure of team, termination of our interest in the building, or otherwise except in the case of gross negligence by OFFICE&CO. OFFICE&CO shall also not liable for any failure until CLIENT has informed OFFICE&CO in writing and given OFFICE&CO forty-eight (48) hours to cure.

 

  • CLIENT agrees: (i) that OFFICE&CO will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, this Agreement and/or CLIENT’S use of the services except to the extent that such loss, damage, expense or claim is directly attributable to OFFICE&CO’S deliberate act or gross negligence (our liability); and (ii) that OFFICE&CO’S liability will be subject to the limits set out in the next paragraph.

 

  • OFFICE&CO 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. OFFICE&CO strongly advises you to insure against all such potential loss, damage, expense or liability.
  1. THE NATURE OF CLIENT AGREEMENT. CLIENT’S Agreement is the commercial equivalent of an Agreement for accommodation in a hotel. The whole of the business center remains the property of OFFICE&CO and in the possession and control of OFFICE&CO.  You acknowledge that your Agreement creates no tenancy interest, leasehold estate or other real property interest in your favor with respect to the accommodation.  The only rights granted by OFFICE&CO to CLIENT is the right to share in the use of the business center space for the provision of services made part of this Agreement.  The Agreement is personal to CLIENT and cannot be transferred to anyone else by assignment or sublease.  OFFICE&CO may transfer the benefit of CLIENT’S Agreement and OFFICE&CO’S obligations under it at any time.
  1. ASSIGNMENT AND SUBLETTING. Tenant shall not, directly or indirectly, assign, transfer, mortgage, pledge or otherwise encumber or dispose of this Lease or sublet the Premises or any part thereof or permit the Premises to be occupied by other persons without the Landlord’s prior written consent, which may be withheld in Landlord’s reasonable discretion. Any such transfer made in violation of the terms of this Lease shall be null and void and of no force and effect and shall be deemed an Event of Default on the part of
  1. BRINGING YOUR AGREEMENT TO AN END. Either of the Parties can terminate this Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least sixty (60) days written notice to the other Parties. However, if the Agreement, extension, or renewal is for three months or less and one of the Parties wishes to terminate it, the notice period is one-month (30) days. In the event the Agreement, extension or renewal is shorter than one month, notice shall be equivalent to one-week (7) days less than the period stated in your Agreement, extension, or renewal.
  1. DEFAULT

 

If any one or more of the following events (herein sometimes called “Events of Default”) shall happen:

  • if default shall be made in the payment of any Rent or other charges herein reserved upon the date the same become due and payable and such default continues for a period of ten (10) days after such due date; or
  • if default shall be made by Tenant in the performance of or compliance with any of the other covenants, agreements, terms or conditions contained in this Lease (except failure to pay Rent as provided in subparagraph 4(a) above), and such default shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, if such default cannot reasonably be cured within thirty (30) days, and Tenant, within said thirty (30) day period, shall have commenced and thereafter continued diligently to prosecute the cure of such default to completion, said default shall not constitute an Event of Default; or
  • if Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, wage earner’s plan, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other debtor’s relief statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of tenant or of all or any substantial part of tenant`s properties or of premises; or
  • if within ninety (90) days after commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other debtor’s relief statute or law, such proceeding shall not have been dismissed, or stayed on appeal, or if, within ninety (90) days after the appointment, without the consent or acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of all or any substantial part of Lessee’s properties or of the Premises, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within ninety (90) days after the expiration of any such stay such appointment shall not have been vacated; or
  • if Tenant: (i) should assign this Lease or sublet the Premises in violation of Section 12 of this Lease, or (ii) should vacate, abandon, or desert the Premises, then in any such event Landlord may at any time thereafter terminate this Lease and retake possession, declare the balance of the entire rent for the entire rental term of this Lease, reduced to present value, to be immediately due and payable (in which event Landlord may then proceed to collect all of such unpaid rent called for by this Lease by distress or otherwise), or pursue any other remedy afforded by law or equity, provided that such default and all other defaults at the time existing have not been fully cured, and all expenses and costs incurred by the Landlord, including reasonable attorneys’ fees and court costs, at trial and all appellate levels, in connection with enforcing this Lease, shall not have been fully paid. Any such termination shall apply to any extension or renewal of the term herein demised, and to any right or option on the part of the Tenant that may be contained in this Lease or any other agreement
  1. TERMINATION – ENDING YOUR AGREEMENT IMMEDIATELY. This instrument may be terminated with additional charge of two (2) months by the CLIENT upon sixty (60) days prior written notice received by OFFICE&CO. This instrument may be terminated at no additional charge by OFFICE&CO upon sixty (60) days prior written notice received by CLIENT. Any request to change the place of use which causes a lower monthly payment to OFFICE&CO must also comply with the sixty (60) day notice requirement. The contract shall be automatically renewed for equal and successive periods, unless otherwise determined by any party. Without prejudice to the defaulting party’s right to file for damages, this Agreement shall be terminated, regardless of any judicial or extrajudicial notice, upon the occurrence of one of the following events:
  1. Bankruptcy, court supervised reorganization, judicial or extrajudicial liquidation of any Party,
  2. CLIENT’S failure to comply with any ethical, personal, or professional conduct of the laws in force or this Agreement, as well as any generally accepted conduct that adversely affects or may adversely affect OFFICE&CO and/or its clients,
  3. CLIENT’S failure to remedy any breach related to any clause herein within five (5) business days after notice sent by OFFICE&CO, indicating the breach.

Termination of this Agreement does not void any then outstanding obligations, owed by CLIENT to OFFICE&CO, as well as any pecuniary damages suffered by OFFICE&CO. CLIENT must: pay for additional services used and Indemnify OFFICE&CO against all costs and losses we incur as a result of the termination.

  1. IF THE BUSINESS CENTER/WORKSTATION IS NOT AVAILABLE.
  • Except as provided in Section 35(b) below, in the event any portion of the Premises is damaged or destroyed by fire, the elements or any other destructive force or cause during the Term (a “Casualty”), and Tenant does not elect to terminate this Lease pursuant to Paragraph 35(b) below, Tenant shall repair and restore the damaged portion of the Premises.
  • In the event any portion of the Premises is damaged or destroyed by a Casualty during the Term of this Lease and such Casualty renders more than twenty-five percent (25%) of the Premises untenantable (the “Major Casualty”; the date of the occurrence of the Major Casualty is hereinafter referred to as the “Casualty Date”), then, unless Tenant has agreed with Landlord that it will promptly make repairs, Landlord may, at its option, elect to terminate this Lease by giving written notice of such termination to Tenant within thirty (30) days after the occurrence of such Casualty (the “Casualty Termination Date”). Upon payment by Tenant of all Rent due and payable hereunder up to and including the Casualty Termination Date, this Lease shall terminate effective as of the Casualty Termination Date and any insurance proceeds payable on account of such Major Casualty (other than insurance proceeds attributable to Tenant’s Property) shall be paid to Landlord. In the event Landlord does not exercise such termination right, if Tenant does not elect to terminate this Lease as provided below in this paragraph, Tenant shall promptly commence and diligently complete the repair and restoration of the Premises to substantially the same condition as existing prior to such Casualty.
  • In the event that the Premises, any material part thereof is taken for any public or quasi-public use by condemnation or by right of eminent domain, or purchase in avoidance or settlement of a condemnation or eminent domain proceeding, Landlord and Tenant agree that this Lease shall be canceled, and Rent shall abate as of the date of taking.
  1. WHEN YOUR AGREEMENT ENDS

 

  1. Upon CLIENTS departure of if CLIENT, at CLIENT’S option, chooses to relocate to a different accommodation within the business center, a flat fee of $100.00 per workstation/suite, will be assessed to cover the routine cost of repainting and redecorating the accommodation to return it to its original condition in addition to general maintenance to the common areas of the business center in which CLIENT has had access. OFFICE&CO reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear.
  • In the event that CLIENT leaves any object of any kind in the business center, including documents of the CLIENT after termination, or expiration of the Agreement OFFICE&CO shall keep said property for a period of seven (7) days. Upon the expiration of the seven (7) days OFFICE&CO may dispose of the items left in anyway it deems fit without owing CLIENT any responsibility for it or any proceeds of sale.
  • If CLIENT refuses to leave the Utilization Unit after expiration of the Agreement, according to the conditions of return set forth herein, a charge shall be incurred by any and all damages and losses resulting from CLIENTS holdover of the OFFICE&CO workspace.
  • If CLIENT wishes to continue to use the accommodation when the Agreement has ended:
  1. CLIENT shall be responsible for any loss, claim or liability incurred by OFFICE&CO as a result of your failure to vacate on time.
  2. OFFICE&CO may, at its discretion, permit CLIENT an extension subject to a surcharge on the standard fee

 

  1. EMPLOYEES: While the Agreement is in force and for a period of six (6) months after it ends, CLIENT must not solicit or offer employment to any of OFFICE&CO employees or anyone who has left the employ of OFFICE&CO in the preceding three (3) months. If CLIENT does hire an employee of OFFICE&CO or anyone who has left the employ of OFFICE&CO, OFFICE&CO estimates the loss at the equivalent of one year’s salary for each of the employees concerned and CLIENT must pay OFFICE&CO damages equal to that amount.
  1. NOTICES: All formal notices must be in writing. CLIENT is responsible to keep updated address of record at the center. All notices between the Parties shall be sent to the addresses listed in the preamble or any other address as communicated in writing between the Parties, including emails.
  1. CONFIDENTIALITY: The terms of this Agreement are confidential. Neither of the Parties may disclose the terms without the other’s consent unless required to do so by law or an official authority. This obligation continues after the Agreement ends.

 

  • Due to the confidentiality obligation that the Parties voluntarily assume under this Agreement, the Parties undertake not to disclose, communicate and/or use any such information, data, materials and documents, for any purpose, under penalty of liability for losses and damages resulting from such acts and to respond before third parties and competent authorities for infringement of the provisions of this clause.

 

  1. INDEMNITIES: CLIENT must indemnify OFFICE&CO in respect to all liability, claims, damages, loss and expenses which may arise (except to the extent caused by OFFICE&CO’S gross negligence or willful misconduct).
  • If someone dies or is injured while in the accommodation CLIENT is using.
  • From a third party in respect to CLIENT’S use of the business center and the services.
  • If CLIENT does not comply with the terms of this Agreement.

CLIENT must also pay any cost, including reasonable legal fees, incurred by OFFICE&CO in enforcing this Agreement.

  1. DATA PROTECTION: CLIENT agrees that OFFICE&CO may process, disclose or transfer (including outside the EEA – European Economic Area – to other countries which are part of the OFFICE&CO international network from time to time) any personal data which OFFICE&CO holds or in relation to CLIENT, provided that in doing so OFFICE&CO take such steps as are considered reasonable to ensure that the information is used only to fulfil OFFICE&CO obligations under the Agreement; for work assessment and fraud prevention; or to make available information about new or beneficial products and services offered by OFFICE&CO and other organizations which OFFICE&CO may consider to be of interest to CLIENT. Please be aware that countries outside the EEA – European Economic Area – may not have laws in force to protect your personal data.
  1. APPLICABLE LAW: This Agreement is binding on the Parties and their respective successors of any kind and shall be interpreted and enforced in accordance with the laws of the State of Florida and more particularly, with the Courts within the Third District in Miami, Florida. By entering this contract both Parties expressly agree to accept the exclusive jurisdiction of the Courts within the Third district of Florida.
  1. NO TRIAL BY JURY: OFFICE&CO, and CLIENT, their respective guarantors and all general partners each waive trial by jury in any action, proceeding, claim or counterclaim brought in connection with any mater arising out of or in any way connected with this Agreement, the relationship between OFFICE&CO and CLIENT hereunder, CLIENT’S use or occupancy of the premises, and/or any claim of injury or damage. CLIENT consents to service of process and any pleading relating to any such action at the premises; provided however, that nothing herein shall be construed as requiring such service at the premises. OFFICE&CO, CLIENT, all guarantors and all general partners each waives any objection to the venue of any action filed in any court situated in the jurisdiction in Miami, Florida, and waives any right, claim or power, under the doctrine of Forum Non Conveniens or otherwise, to transfer such action to any other court.
  1. STANDARD SERVICES: The standard fee, the Business Service price (if applicable), plus appropriate taxes and all other fees and charges referred to in this Agreement, in accordance with the published rates which may change from time to time, are invoiced in respect of their services to be provided during the following month in advance in full on the 1st day (or such other day as we designate) of each month. The charge for any such month will be 30 (thirty) times the applicable fee. No refund will be given for months of less than 30 days nor will any such additional charge be levied for months of more than 30 days. For a period of less than a month, the applicable fee 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 CLIENT is required to pay to any governmental authority (and, at the request of OFFICE&CO, will provide to use evidence of such payment), and (ii) any taxes paid by OFFICE&CO attributable to CLIENT’S accommodation, including without limitation, any gross receipts, rent and occupancy taxes, surcharge fees or tangible personal property taxes.
  1. SUBORDINATION: Your Agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.
  1. ANNUAL INCREASE: We will increase your current standard service fee on each and any annual anniversary of the start date of your Agreement by 4% or the CPI, whichever is greater, or such other broadly equivalent index which we substitute, over the previous year. This will only apply to Agreements that have an original start and end date constituting more than a 12-month term.
  1. MISCELLANEOUS
  • Non-waiver. If any of the Parties, at any time, fails to enforce one or more terms and conditions set forth in this instrument, this shall not constitute a novation or a waiver of the said terms or conditions, nor shall it affect the right to enforce, thereafter, all terms and conditions herein. Renewal and novation shall always be made in writing.
  • Entire Agreement. This instrument constitutes the entire agreement between the parties and supersedes any prior oral or written understandings, except for its mutually agreed Application for Accommodations, and mutually agreed amendments.
  • No Employment Relationship. There is no employment relationship between the employees of the Parties, nor shall one be established between the Parties. Further, no association of any kind shall be established between the Parties, including there shall not be joint and several liability or corporate relationship as between each Party. Each Party is responsible for ensuring its compliance with their respective labor, social, social security, and tax obligations, according to the laws in force.
  • Amendments to Agreement. The provisions of this Agreement may not be changed or amended by the Parties except by Amendments expressing the mutual consent of the Parties in writing.
  • Severability. In the event any provision of this Agreement is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in order to replace the invalid and unenforceable provision with another provision which reflects the Parties intent and original purpose of the stricken provision.
  • Jurisdiction. The Parties hereto elect the Judicial District of the Eleventh Judicial Circuit Court in and for Miami-Dade County, Florida to settle all disputes arising out of this Agreement, with the exclusion of any other, however privileged it may be.