General Terms and Conditions

TERMS AND CONDITIONS FOR MEMBERS: 1 NATURE OF THIS AGREEMENT: This business Centre agreement is a mere permission for the Client to use the Premises and other facilities of the Centre for Co-working. The whole of the Centre remains in possession and control of the STAN. No tenancy or other right title or interest and or possession whatsoever is created or intended to be created by this agreement in favors of the Client. STAN is giving right the Client to share the use of the Centre on these terms and conditions, so that the STAN can provide services to the Client. The client agrees not to assign or sublet or part with possession of the Premises or attempt transfer of this Agreement, OR CLAIM ANY RIGHT OR TITLE IN THE PREMISES.

2 DURATION: This agreement lasts for the period _________ (mention the time period) and then will be extended automatically for successive periods, equivalent to the initial term or a period of 3 months (whichever is shorter), until ended by either party through a written notice. The fees on any renewal will be at a monthly increase of 10% from the licensee fee mentioned in the present agreement.

3 TERM COMMENCEMENT DATE OF THE AGREEMENT: The obligations as per this agreement will commence from the Term Commencement Date, and to clarify, these obligations are independent of actual occupation/ use of the premises by the Client or its representatives.

4 CONFIDENTIALITY: The terms of this Agreement are confidential. Neither the Client nor its employee may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after this Agreement ends.

5 JURISDICTION: Civil Courts of the city in Mohali only shall have exclusive jurisdiction in the event any disputes or differences arise in respect of, out of, relating to and/ or touching this Agreement. This agreement is interpreted and enforced in accordance with the law of the place where the relevant Centre is located.

6 COSTS: The Client must also pay all reasonable costs relating to this Agreement, including any legal costs whatsoever, stamp duty and any Bank charges payable by STAN in respect of the Fee and other amounts received by STAN from the Client pursuant to this Agreement. The Client must also pay costs including legal fees that the STAN incurs in enforcing.

7 NOTICES: All formal notices must be in writing and: (a) Shall be deemed to have been served on the Client if delivered to the Premises or posted to the last known address of the Client and in the latter case shall be deemed to have been served on the third working day after posting. It is expected of the Client that they keep their communication address updated with STAN always. Delivery of email to the email id in use by either party, at the time of signing this agreement, shall be sufficient and proper for the purpose of service of notices and intimation. (b) Shall be deemed to have been served on STAN if delivered to the Centre Manager of the Centre where the Client has taken premises or posted to the address of the Centre and in latter case shall be deemed to have been served on the third working day after posting.

8 INSPECTION AND MAINTENANCE: Service Provider may need to enter the Client’s premises and may do so at any time. However, unless there is an emergency, Service Provider will attempt to notify the Client verbally or electronically in advance when Service Provider needs to access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. Service Provider will also endeavor to respect reasonable security procedures to protect the confidentiality of client’s business.

9 TAXES: The Client shall be liable to bear and promptly pay all Local and other Government taxes (as may be levied at present and/or which may be levied at any future date) in respect of the Monthly Fee and/or services (including but not limited to Service Tax and VAT). All amounts mentioned in this Agreement as payable by the client, are exclusive of such taxes.

10 INSURANCE: It is the Client’s responsibility to arrange insurance of its own property which it brings in to the Centre and for its own liability to its employees and to third parties. The Licensor shall not be liable, in any manner, whatsoever, with respect to any loss or damage suffered during the subsistence of this agreement.

11 HEAD LEASE (a) The Client acknowledges that Agreement is subject to the Head-lease / License under which STAN holds the Business Centre and the Client further acknowledges that it is aware of the provisions of the Head-lease / License and will observe and obey all the terms covenants and conditions contained in the Head-lease / License. (b) The parties agree that this Agreement is dependent and conditional upon the Head-lease/ License and that if the Head-lease / License is terminated for any reason, this Agreement shall also immediately terminate without prejudice to any antecedent rights.

12 EMPLOYEES: If the Client or STAN, or any business of which the ownership or control is directly associated with the Client or STAN, employs other’s staff, during the term of the agreement or within 6 months after termination of the agreement, the party thus employing, shall pay the other party the equivalent of six month’s salary for any employee concerned. Nothing in this clause shall prevent either the Client or STAN from employing an individual who responds in good faith and independently to an advertisement which is made to the public at large.

13 IDENTIFICATION DOCUMENTS: The Client agrees to provide all documents, pertaining to the identification of the Company (mentioned in the agreement) and of the person (executing the agreement), as deemed relevant by STAN, for verification of legitimate existence of the business. Client authorizes STAN to conduct verification of legitimate existence of Client’s business and/ or standard business verification to execute the agreement.

14 MONTHLY FEES, SERVICES’ FEES AND PAYMENTS: (a) MONTHLY FEE: The Monthly/license Fee, per month, shall be payable monthly in advance, on the first day of each month, to STAN; and in respect of any broken period a pro-rata adjustment shall be made.

(b) STANDARD SERVICES: Standard Recurring services requested by the Client are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided at the specified rates for the duration of this Agreement (including any renewal). The Client must provide 1 (one) months’ notice to STAN in writing to terminate such standard recurring services. For the purpose of this clause Standard Services would include services in the nature of, but not restricted to, Accounting and Bookkeeping, HR and Payroll Management, Filing of returns – Direct and Indirect Taxes.

(c) ADDITIONAL VARIABLE SERVICES: STAN may provide additional Services directly or through a business affiliate. Such Services will be billed in advance at the beginning of every month, as per usage. Fees for such Services, plus applicable taxes, will be applicable in accordance with STAN’s published rates which may change from time to time.

(d) SETUP FEES: The Client will be charged an office set up fee [ amt- Rs. ] per occupant and a connection set-up fee per connection requested from STAN.

15 TAX DEDUCTED AT SOURCES (TDS): The Client shall be entitled to deduct tax at source (TDS) on the amounts paid towards Fee and services, in accordance with the provisions of the Income Tax Act 1961 as applicable from time to time. The Client shall promptly and regularly furnish the tax deduction certificates in respect thereof to STAN. To clarify periodicity, the Client shall furnish the tax deduction certificates on a quarterly basis to STAN. Failure on the part of the Client to furnish the Certificate shall be a material breach of this Agreement on the part of the Client and shall entitle STAN to terminate this Agreement.

16 INVOICES: STAN will send all, invoices electronically (where allowed by law). Notification of invoices shall constitute a demand for payment.

17 INVOICE DISPUTES: In case of any dispute in any charges levied under “Standard Services” or “Additional Variable Services”, the Client must notify STAN in writing of such disputed amount and the reasons for it within 7 days of the date of the invoice. The Client must pay the amount not in dispute by the due date or be subject to late fees. STAN and the Client will endeavor to resolve, by mutual discussion, the disputed portion of the charges for Services within one week of receiving a notice from the Client.

18 LATE PAYMENT: In the event of delay in making payment of the Monthly Fee or Services, the Client shall be liable to pay “default-interest” on the amount due at the rate of 12% per month. Declined Credit cards and dishonor of cheques will attract a fee equivalent to 15% The Client shall bear all bank charges. STAN also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its premises, where applicable) while there are any outstanding fees and/or interest, or the Client is in breach of this Agreement.

19 SECURITY DEPOSIT: (a) Deposit: The Client must pay a security deposit equivalent to a month of the Monthly Fee + Standard Services (plus taxes where applicable) upon entering into this Agreement, unless a greater amount is specified on the front of this agreement. STAN shall not be liable to pay to the Client any interest on such Security Deposit. This will be held by STAN as security for performance of all the Client’s obligations under this agreement.

(b) Deposit Refund: The security deposit, or any balance after deducting outstanding fees and other costs due to STAN, or any of STAN’s affiliates or vendors, under this agreement, will be returned to the Client within 20 business days, after the Client has settled their account and has fulfilled all obligations under this agreement.

(c) Increase in Deposit: STAN may require the Client to pay an increased deposit if outstanding fees exceed by 50% of the deposit held and/or the Client frequently fail to pay STAN’s fees when due.

20 USAGE: (a) The Client’s name and address: The Client may only carry on that business in its name or some other name that STAN previously agrees. Should the Client choose to use the services, provided by STAN, for an additional company, an additional charge per month and per company shall apply.

(b) Use of Centre Address: The Client may use the Centre address as its business address only. Any other uses are prohibited without STAN’s prior written consent/approval.

(c) Installations in the Premises: The Client must not install any cabling, IT or telecom connections without STAN’s prior written consent. As a condition to such consent, the Client must permit STAN to oversee any installations and to verify that such installations do not interfere with the use of premises by other Clients or STAN or any landlord of the building. [consider the cabling/wiring to be done by and at STAN’s expense]

(d) Alterations to the Premises: The Client shall not make any alterations or additions in the Premises without prior written consent of STAN.

(e) Non-Compete Business: The Client must not carry on a business that directly or indirectly competes with STAN or any company affiliated with STAN.

(f) Access: The Client will have access to the premises from Monday to Saturday between 8am and 8pm.

(g) The Client is required to disclose the number and names of persons who will work in the premises and the identity proofs of the persons entering the premises shall be provided to the Licensor. The Licensor, shall also reserve the rights of admission to the premises and shall exercise the same in a reasonable manner .

(h) The Client agrees not to smoke in the office nor consume alcoholic beverages in the premises and/or elsewhere in the Centre or any part thereof.

(j) The Client shall utilize, and shall ensure that its employees utilize, the equipment and facilities provided in the premises and in the Centre with due care and caution; the Client will be liable for all damage or destruction caused by it or its employees to the equipment and facilities provided in the Centre and in the premises.

(k) Compliance: The Client must comply with all relevant laws and regulations in the conduct of its business. The Client must do nothing illegal in connection with its use of the Centre. The Client must not do anything that may interfere with the use of the Centre by STAN or by others, cause of nuisance or annoyance, increase of the insurance premiums that STAN must pay, or cause loss or damage to STAN (including damage to reputation) or to the owner of any interest in the building which contains the centre the Client is using. If the client is found to be conducting any of the above mentioned activities in the premises the client may be asked to vacate the premises immediately without any notice.

(l) The client is liable for any damage caused by it or by those in the Centre with the Client’s permission or at the Client’s invitation whether express or implied, including but not limited to all employees, contractors, agents or other persons present on the premises. The Client agrees to repair in a proper way any such damage and if the Client fails to do so STAN may do so at the Client’s expense

21 TERMINATION OF THE AGREEMENT: (a) Notice: either STAN or the client 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 three months written notice to the other. However, if this agreement, extension or renewal, is for three months or less, the notice period is for one month. To clarify, the Client shall not be entitled to terminate this Agreement prior to the expiry of its term (initial, extension or renewal).

(b) Ending this agreement immediately: STAN may put an end to this agreement immediately, to withhold Services and re-enter the Premises by giving the Client notice and without need to follow any additional procedure, if -The Client becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or -The Client is in its breach of one of its obligations, including but not limited to payment of monthly Fees and Services Due, which cannot be put right, or STAN have given the client notice to put right and which the Client has failed to put right within fourteen days (14) of that notice, or -Its conduct or that of someone at the Centre with its permission or invitation, is incompatible with ordinary office use If STAN puts an end to the agreement for any of these reasons it does not put an end to any outstanding obligations, including additional services used and the monthly fee for the remainder of the period for which this agreement would have lasted if STAN had not ended it.

22 HANDING OVER OF THE PREMISES: (a) The Client shall cease to use and occupy the premises on the expiry or sooner termination of this Agreement; remove all its equipment, belongings, articles and things and its employees / personnel and to vacate and hand back the premises and at the same time hand over all keys and access cards.

(b) The Client shall remove from the premises their fixtures and equipment provided that any damage or defacement is occasioned to any part of the Premises during such removal, the same shall be remedied by the Client immediately and at their own expense. If the Client fails to do so, STAN may do so at the Client’s expense. If the Client leaves any property in the Centre, STAN may dispose of at the Client’s cost in any way STAN chooses without owing the Client any responsibility for it or any proceeds of sale.

(c) The Client must leave the premises in the same condition as it was when the Client took it. An exit fee will be charged upon the Client’s departure or if the Client, at its option, chooses to relocate to different rooms within the Centre. STAN reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear.

(d) The Client will be automatically entered into a Virtual Office Agreement (“VO”) with STAN on STAN’s standard terms at the time for the Executive Virtual office Memberships for three months.

(e) If the Client defaults in vacating the premises when this agreement has ended the Client is responsible for any loss, claim or liability STAN incurs because of the Client’s failure to vacate on time. STAN will also be at liberty to remove the articles and belongings of the Client from the premises at the risk and cost of the Client. STAN may, at its discretion, permit the Client an extension, subject to a surcharge on the monthly office fee.

23 FORCE MAJEURE: In the event the Centre or the premises are destroyed or damaged, at any time, by any event falling within the term “force majeure”, this Agreement shall come to an end on STAN giving to the Client notice in writing to that effect. STAN shall within two weeks of giving notice that this Agreement has come to an end for the reasons aforesaid refund to the Client the Security Deposit and the monthly fees paid by the Client after adjusting therefrom all dues under any head for the past period up to the date of occurrence of the event of force majeure and payable by the Client under this Agreement.

24 LIABILITY AND DISCLAIMER (a) STAN will not in any circumstances have any liability for loss of business, loss of imaginary profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss unless STAN otherwise agrees in writing.

(b) Subject to gross negligence and deliberate misconduct, STAN, its employees and agents shall not be held responsible for any theft, loss or damage from the Premises or for any damage done to the furniture or other effects of any Client in the Premises by the caretaker or cleaners or any employees, agents or invitees of STAN.

(c) STAN shall not be responsible for any loss, damage, corruption of data or any loss of information whether from hardware, software or internet damage that may occur to the Client during the term of this agreement. STAN shall not be responsible for any loss, damage or loss of information resulting from communications or data failure including voice, communication and the internet.

(d) Subject to gross negligence and deliberate misconduct, STAN is not liable for any loss because of STAN’s failure to provide a service because of mechanical breakdown, strike, termination of STAN’s interest in the building containing the Centre or otherwise.

(e)5 In no event shall STAN be liable for any loss or damage until the Client provides written notice and gives STAN a reasonable time to put it right.

25 DISPUTES, IF ANY: All disputes in relation to this agreement shall be resolved amicably failing which the dispute shall be referred to the Sole Arbitrator, mutually elected by both the parties, for arbitration to be conducted and concluded as per the Arbitration and Conciliation Act 1996 and subsequent amendments as may take place from time to time. the place/situs of Arbitration shall be at Chandigarh only.

Accept & Continue