ANNEX – A
TERMS AND CONDITIONS FOR VIRTUAL OFFICE
By signing the General Terms Sheet, the Client agrees to be bound by these Terms and Conditions, the Property Rules and Regulations and Loft’s Privacy Notice (collectively, the “Agreement”).
1. Nature of this Agreement.
Client is interested in getting a Virtual Office Services (hereinafter referred to as the “Services”) from Loft at its premise in the General Terms Sheet (hereinafter referred to as the “Premises”). The whole of the Premises remains the property of Loft and remains in the Loft’s possession and control. This Agreement is personal to the Client and cannot be transferred to anyone other party without Loft’s prior written consent.
2. Provision of Services.
2.1 Subject to the terms and conditions of this Agreement, Loft will make commercially reasonable efforts to provide Client (and its Team Members, as applicable) the services described in the General Terms Sheet. The Services may include:
2.1.1 Non-exclusive access to the Loft Spaces workspace and, if applicable, the Client’s private office.
2.1.2 Regular maintenance of the workspace and, if relevant, the Client’s private office. Loft will not be responsible for damage exceeding normal wear and tear.
2.1.3 Furnishings, including desks, chairs, worktables and, in the case of private office members, lockable filing cabinets.
2.1.4 Access to and use of the Loft Spaces Member Portal.
2.1.5 Access to and use of the shared Internet connection.
2.1.6 Use of the printers, copiers and/or scanners made publicly available on the Premises.
2.1.7 Use of conference rooms during Regular Business Hours on Regular Business Days, subject to availability and Client’s prior reservation of the conference rooms.
2.1.8 Where relevant, acceptance of mail and deliveries on behalf of your business during Regular Business Hours on Regular Business days; provided that Loft will not liable for any mail or packages received without a Loft’s employee’s signature indicating acceptance, or should you use our mail and deliveries services for fraudulent or unlawful purposes. Loft Spaces will not be liable or responsible to hold mail for longer than 30 days.
2.1.9 Opportunity to participate in Member-only events, benefits and promotions.
2.2 Loft will be entitled, with prior consultation, to relocate the Client’s premises to an alternative location within the Loft’s portfolio of office addresses. The Client will be given a minimum of thirty (30) days-notice of the change, provided that Loft may provide short notice in emergency or unforeseen circumstances.
2.3 Additional Services. Upon the Client’s request, Loft may at its discretion, perform certain administrative services for the Client that are not contemplated under this Agreement. Loft shall bill these Additional Services to the Client for payment/reimbursement of costs or reasonable compensation for such services as may be agreed upon between the parties
3. Term of the Agreement.
3.1 Contract Term. This Agreement shall be effective beginning on the Commencement Date indicated in the General Term Sheet and shall continue to take effect throughout the Contract Term.
3.2 Renewal. Unless otherwise stated, the Agreement shall be automatically renewed under the same terms and conditions upon the lapse of the initial Contract Term as stated in the General Terms Sheet, unless either party expressly notifies the other of its intent not to renew the Agreement at least sixty (60) days prior to the expiration of the Contract Term.
3.3 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach, if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of an insolvency, receivership, rehabilitation, or any other similar proceeding.
3.4 Refund. Notwithstanding anything contained herein, Loft is under no obligation to refund the fees paid by the Client for any termination done by the latter for convenience.
4. Fees and Payment.
4.1 In General. All Fees are paid in advance or simultaneously at the date of the execution of the Agreement.
4.2 Fee Adjustment. The amount of the Fees due under the General Terms Sheet shall be effective for the entire Term; provided that, if the Agreement is automatically renewed, Loft may increase the Fees annually by an amount calculated in accordance with the Philippine Consumer Price Index or 4%, whichever is lower.
4.3 Costs for Processing of Agreement Documents. The Client shall be responsible for the costs involving notarization, printing and further processing of the written document containing this Agreement.
4.4 Other Cost and Expenses. All general services, materials, expenses, labor costs, of any kind that shall incur in the execution and delivery of the Services under this Agreement shall be treated as operating costs for the sole account of Loft. However, in case Client requires Loft to render services requiring Loft to incur costs and expenses for and on behalf of Client, the same shall be reimbursed in full by Client, subject to the presentation of the underlying invoice or billing statement. Such reimbursable expenses shall be billed to the Client separately.
5.1 House Rules. The Client warrants that it has been furnished with Loft’s House Rules regarding the Premises. A copy of the House Rules is available at [LINK OF HOUSE RULES]
5.2 Building Rules. The Client shall faithfully comply with and abide by the Rules & Regulations promulgated, updated, or revised by the Building Administrator from time to time. These Rules & Regulations shall form an integral part of this Virtual Office Agreement.
5.3 Laws and Government Regulations. The Client shall not use, permit to be used, or permit anything to be done in or about all or any portion of the Premises which will in any way violate any laws, statutes, ordinances, rules, orders or regulations duly issued by any governmental authority having jurisdiction over the Premises.
6. Client’s Other Obligations.
The Client agrees:
6.1 Upon request Loft’s request, at the Client’s sole cost, to provide any information and documents which are necessary to satisfy Loft’s internal compliance requirements from time to time.
6.2 To use the Acquired Address only for the purpose of the Client’s business as disclosed to Loft.
6.3 Not to do anything referencing the Company’s premises or address(es) which is or may become a nuisance or annoyance or cause danger, injury or damage to the Company or other Clients of the Company.
6.4 Not to make any alteration or addition to the Company’s address(es).
6.5 Not to take, copy or use for any purpose the name “Loft Spaces” or any of Loft’s other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of any Loft Spaces properties, without Loft’s prior consent.
Without prejudice to any other rights and remedies which the Loft may have under this Agreement and in law, The Client, including its employers, employees, agents, independent contractors, sole proprietor, assignees, invitees, guests, affiliates; and in the event the Client is a company or any juridical entity, its parent holding company and subsidiaries of the parent company, its subsidiaries, directors, shareholders, employers, employees, agents, independent contractors, sole proprietor, assignees, affiliates (“Affiliates“) undertake to indemnify and hold harmless LOFT SPACES, INC. on full cost basis against all and any claims, liabilities, suits, litigation, proceedings, prosecutions, fines, penalties, damages, deficiencies, losses, costs, and expenses, special, incidental, exemplary, punitive or monetary damages, loss of profits, expectation or reliance loss, which may be brought, instituted or imposed, direct and indirect regardless on the form of action, whether in contract, tort, specific performance or otherwise (collectively hereinafter “Cause of Action”) on LOFT SPACES, INC. or which may be suffered or sustained by LOFT SPACES, INC. as a result or in connection to any breach of any warranties, representations and agreements made by the Client herein. The Client undertakes to indemnify and hold harmless of LOFT SPACES, INC. against all and any Causes of Action initiated from the usage of the Services including but not limited to physical damages on the property, physical injuries, food poisoning, loss or theft of intellectual property, loss or damage of data from electricity outage, door access problems, software, non-functioning or air-conditioner and non- functioning of lights. The Client Agrees to indemnify LOFT SPACES, INC. against any damage, liability, loss, cost and expenses incurred by any persons, guests or strangers who was brought into the Premises by the Client. The Client shall not provide any authorization, consent, instructions, undertaking or settlement that requires a material act or admission by LOFT SPACES, INC. without prior written consent of an authorized personnel of LOFT SPACES, INC.; and the Client hereby indemnifies and holds harmless LOFT SPACES, INC. against such authorization, consent, instruction, undertaking or settlement.
The Services are provided at a “as is where is” basis and LOFT SPACES, INC. disclaim all conditions and warranties, express and/or implied, with respect to: (a) Services, including but not limited to representations, by any means, as to the availability, accessibility, operation, performance of Services, or any other products or services accessed via the Services; (b) Commercial and non-commercial merchantability, quality, fitness, purpose, title, non-infringement, any implied terms and warranties of Services; and (c) Indemnification arising from course of dealing, course of performance or trade in connection with this Agreement.
9. Waiver of Claims.
To the extent permitted by law, the Client, including all its employees, agents, guests and invitees, waive any and all claims and rights against Loft and/or its Landlords at the Premises and their affiliates and each of their employees resulting from injury or damage to, or destruction, theft, or loss of any property or person.
10. Limitation of Liability.
The aggregate monetary liability of Loft to the Client or its Team Members, employees, agents, guests or invitees for any reason and all causes of action will not exceed the total Fees paid by Client to Loft under this Agreement in the twelve (12) months prior to the claim arising. None of Loft’s related parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption.
The Client shall also keep confidential and not disclose or make use of any part of the Loft’s Intellectual Property Rights or the Loft’s Know-How or any other confidential information relating to the Services provided by the Loft (except to the extent that the Loft’s Know-How or any part thereof has come into the public domain otherwise than through unauthorized disclosure by the Client).
“Intellectual Property Rights” means all applicable rights, title, interests and benefits thereto including, without limitation, patents, copyrights, trademarks, trade secrets, trade name, logo, patent, invention, registered and unregistered design rights, copyrights, database, database rights and all other similar intellectual property rights including, without limitation, all copies, customization, modifications, enhancements, versions, reproductions or translations of LOFT SPACES, INC.
“Know-How” means all confidential and proprietary industrial and commercial information and techniques in any form, including but not limited to, drawings, formulae, test, results, procedures, project reports and testing procedures, instructions, training manual, market forecast, and list of particulars of potential competitors, suppliers and members.
12. Force Majeure.
Except for payment obligations, neither party will be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond defaulting party’s reasonable control, including but not limited to Acts of God, war, civil disorder or industrial disputes. If such delay or failure continues for a period of more than 30 days the party not subject to the force majeure will be entitled to terminate this Agreement by written notice to the other.
13. Governing Law and Jurisdiction.
This Agreement shall be construed in accordance with the laws of the Republic of the Philippines. Any and all disputes arising from this Agreement shall be settled exclusively before the courts of Taguig City.