GENERAL TERMS AND CONDITIONS
1. Nature of the Agreement.
1.1. This Service Agreement (“Agreement”) envisages the Services (as defined hereinafter) to be rendered by the Service Provider to the Service Recipient in the Premises, but does not envisage grant of any leasehold rights in the Premises to the Service Recipient and all leasehold rights in the Premises shall be that of the Service Provider.
1.2. Nothing herein contained shall be construed as creating any right, easement, tenancy or sub-tenancy in favor of the Service Recipient in or over or upon the Premises other than the right to access and use the Premises.
1.3. The Service Recipient agrees, acknowledges and confirms that this Agreement is subject and subordinate to the lease deed executed by the Service Provider with the owner of the Premises / Said Building and any breach or violation of this Agreement by the Service Recipient may result in a breach or violation of the lease deed executed by the Service Provider with the owner of the Premises / Said Building. In such an event of breach or violation by the Service Recipient, the Service Provider shall not be held liable for any consequences arising from the termination of this Agreement or the said lease deed.
1.4. The Service Recipient shall at all times during the Term comply with the provisions of this Agreement and shall not do or omit or suffer to be done anything whereby the Service Provider’s rights/ leasehold rights to the Premises is affected.
2. Provision of Services
2.1. In consideration of the Service Fees, and of the terms and conditions of this Agreement, to be observed and performed by the Service Recipient, the Service Provider hereby agrees to provide the services, to the extent practicable, as detailed below on their availability basis to the Service Recipient with effect from the Commencement Date (“Services”):
2.1.1 24/7 access and use of Space Offered in the Premises, as provided in Section II(ii) (Premises and Services Details), subject to applicable laws;
2.1.2 Access and use of common reception & waiting lounge (reception staff to be available during Business Hours on Business Days);
2.1.3 Access and use of common meeting & conference rooms, subject to availability and prior reservation, during Business Hours on Business Days;
2.1.4 Access and use of the common pantry & cafeteria, including complimentary tea, coffee and water (pantry staff available during Business Hours on Business Days);
2.1.5 Access and use of the common games lounge;
2.1.6 Access and use of common event spaces, subject to availability and prior reservation, during Business Hours on Business Days;
2.1.7 Access and use of common informal meeting rooms/pods, collaboration spaces and phone booths;
2.1.8 Option to participate in community events and other benefits & privileges with our brand partners;
2.1.9 Access and use of shared high-speed internet connection;
2.1.10 Regular maintenance of the Premises.
2.1.11 24/7 Security to the entire Premises.
2.1.12 24/7 Electricity, UPS and DG power back up for reasonable office use.
2.1.13 Air-conditioning to be provided during the Business Hours on Business Days.
2.1.14 Housekeeping services provided during the Business Hours on Business Days.
2.1.15 Access and use of shared printers, copiers and scanners.
2.1.16 Acceptance of mail, parcels, packages / deliveries on the Service Recipient’s behalf during Business Hours on Business Days; provided that the Service Provider assumes no liability for such delivered mails or packages except to retain the same till informing the same to the designated authorized person of the Service Recipient or 7 (seven) days from the date of delivery of such parcel, whichever is earlier.
2.1.17 Access and use of other common amenities & services on terms and conditions (including wherever fee is applicable) as defined in the community guidelines, which can be updated from time to time.
2.2. The Service Recipient has fully satisfied itself about the condition, quality, functioning, usage and suitability of the Premises. On the Commencement Date, the Parties hereby agree to sign an inventory and condition of all the items in the Premises that the Service Recipient will be entitled to access and use.
2.3. The Service Provider shall not be liable in the event of delay in providing the Services by the Commencement Date. In such an event the Service Provider shall promptly inform the Service Recipient of such delay and the Parties shall mutually agree on a revised date for service and fee commencement. In the event the delay extends beyond 1 (one) month from the scheduled/ original Commencement Date, as provided in Section II(ii) (Premises and Services Details), unless such delay is caused by the Service Recipient or by changes requested for by the Service Recipient, the Service Recipient shall, by prior written notice, have the option to terminate this Agreement.
2.4. The Service Recipient hereby agrees and acknowledges that provision and/or use of any Services inside the Premises or Services of a common nature will be subject to compliance with the terms and conditions and/or community guidelines from time to time applicable to the Services as intimated in advance to the Service Recipient in writing. The Service Provider shall be entitled to add, delete or amend the terms and conditions, and/or community guidelines at its discretion, provided that the additions, deletions or amendments of such rules shall not be discriminatory. It is further agreed and acknowledged by the Service Recipient that the Services of a common nature forming part of this Agreement shall in addition be subject to availability for the same considering the requirements of the other occupants of the Said Building.
2.5. The Service Recipient shall not be entitled to induct members / occupants in excess of the Capacity in the Premises. The Service Provider shall have the right to refuse any excess members / occupants inside the Premises.
2.6. The Service Recipient shall be entitled to hold meetings/ discussions with visitors, guests etc., by availing availed meeting / conference room services. The Service Recipient hereby agrees and acknowledges that the common spaces in the Said Building including the reception / waiting area, may be enjoyed by all members/ occupants/ guests of the Said Building unless otherwise instructed by the Service Provider and further that such spaces may only be used for temporary purposes and not as a place for continuous, everyday work.
2.7. The Service Provider shall provide to the Service Recipient, parking space on such terms and conditions as mentioned in Section III (Premises and Services Details).
2.8. The Service Recipient will be entitled to certain number of credits for photocopying, printouts, conference / meeting room access, and other products and services, as specified in Section III (Premises and Services Details) herein. The Service Recipient agrees, acknowledges and confirms that the Facility Credits cannot be rolled over from month to month and the services that may be availed using such Facility Credits are subject to availability. The Service Recipient shall be liable to pay such fees / charges, as communicated by the Service Provider from time to time, for any excess usage.
3. Service Fees, Security Deposit and Delayed Payments.
3.1 In consideration of provision of the Services by the Service Provider to the Service Recipient, the Service Recipient shall pay monthly Service Fees plus applicable taxes in relation to such Services, including without limitation goods and services tax (“GST”) etc., which shall be payable starting from the Commencement Date.
3.2 The Service Fees shall be paid in advance, i.e., on or before the 5th (fifth) day of each Month (“Due Date”), without any delay or demand, by the Service Recipient to the Service Provider by cheque/ DD/ pay order/ RTGS. All the payments of the Service Fees to be made by the Service Recipient to the Service Provider under this Agreement shall be subject to tax deduction at source (“TDS”) as per the prevailing and applicable tax laws. Such taxes shall be deducted by the Service Recipient and deposited by the Service Recipient with the tax authorities and the Service Recipient shall provide necessary appropriate certificate to the Service Provider.
3.3 All amounts, charges, fees etc., (including the Service Fees) mentioned in this Agreement as payable by the Service Recipient to the Service Provider, are exclusive of all statutory, local and other government taxes applicable on such Services, and the Service Recipient shall be liable to bear and promptly pay all such taxes including but not limited to GST (as may be levied at present and /or which may be levied at any future date).
3.4 During the Term of this Agreement, the Service Recipient shall be liable to pay the escalation in the Service Fees and all other charges payable under this Agreement, as provided in Section III (Premises and Services Details). In respect of escalation, it is agreed that:
a. On each anniversary of the Commencement Date, the Service Fees shall stand enhanced at the rate of escalation specified in Section II (Premises and Services Details);
b. In respect of Rollover Renewal Term (as defined in Section III (4.2)), the Service Fees shall stand enhanced at the rates and at the expiry of such period, as specified by the Service Provider at its discretion.
3.5 The Service Recipient hereby agrees, acknowledges and undertakes to pay the entire Service Fees notwithstanding the actual usage / utilization is less than the Capacity / Space Offered, availed by the Service Recipient, as provided in Section II (Premises and Services Details).
3.6 The Service Recipient shall, on or before the Deposit Date, pay and deposit with the Service Provider, the Security Deposit for the provision of the Services.
3.7 If the Service Recipient fails to pay any charges/ amounts payable under this Agreement within the timelines stipulated hereunder including the Service Fee on or before the Due Date, the Service Recipient shall pay the due payments along with an interest at the rate of 18% (eighteen percent) per annum from the date on which such charges/ amounts become due under this Agreement, till the time such amount is paid to the Service Provider.
6.Mutual Representations and Warranties.
6.1 The Service Provider hereby represents and warrants to the Service Recipient that it has all rights (including leasehold rights in the Said Building/ Premises) and has obtained all applicable approvals and permissions to execute this Agreement and to provide the Services.
6.2 The Service Recipient hereby represents and warrants to the Service Provider that it has all rights and corporate authority and has obtained all applicable approvals and permissions to execute this Agreement and to observe and perform the terms hereof.
7. House Rules.
The Service Recipient agrees and acknowledges that:
(i) The Service Recipient shall use the Services only for undertaking the Business and shall not carry out any unlawful, illegal or dangerous activity;
(ii) The Service Recipient shall abide by and comply with all directives, notifications, laws, rules and regulations of all government, semi-government, local and public bodies and authorities applicable to its occupation and use of the Premises / Services;
(iii) The Service Recipient shall not alter the Premises (including the workstations, fixtures and fittings installed therein) and shall take good care of the Premises and the fixtures and fittings installed therein, comply with any sanitation, health or safety requirements or guideline as may be specified by the Service Provider and, or, any authority/ department from time to time and shall not remove or damage the Premises or the fittings and fixtures installed therein, belonging to the Service Provider. Further, the Service Recipient must not install any furniture, cabling, IT or telecom connections in the Premises without the Service Provider’s consent. If any damage is caused to the Premises and the fixtures and fittings installed therein, by the Service Recipient or its representatives (subject to normal wear and tear), then the Service Recipient shall repair/rectify the same at its sole costs and expenses;
(iv) The Service Recipient shall not do or permit/suffer to be done anything in or upon the Premises or any part thereof, which may become a disturbance, inconvenience, interference, nuisance or annoyance to or cause damage or loss to the Service Provider or to the owners/occupiers of other units/premises situated in the Premises / Said Building;
(v) The Service Recipient shall not do or permit/ suffer to be done any act, deed, matter or thing which would or might adversely affect or vitiate in whole or in part any insurance, obtained in respect of the Premises or any part thereof from time to time;
(vi) The Service Recipient shall, at its own costs, be responsible for keeping valid insurance policy for insuring all its assets/equipment’s/gadgets at the Premises and in respect of public liability/third party claims including its staff/ employees/ patrons against risks such as fire, floods, burglary, civil commotion, any mis-happenings and, or threat of life and other risks upon or in relation to the Premises and against any contingency in relation to the business carried from/in the Premises in which the Service Recipient shall have insurable interest;
(vii) The Service Recipient shall not directly or indirectly or though agents operate a business that competes with the Service Provider’s business of providing serviced offices and virtual offices, co-working offices, shared conference rooms and meeting rooms;
(viii) The Service Recipient agrees to the non-exclusive, non-transferable use of the trademark/ design/ logo/ signage of the Service Recipient by the Service Provider or its assign(s)/ third-party service provider(s) at any place in the Said Building in connection with identifying the Service Recipient as a member company of the Service Provider and for promotional activities, including building directory etc., through electronic / non-electronic media;
(ix) The Service Recipient shall operate its business only during the Business Hours on Business Days and the Service Recipient hereby undertakes to conform to such operational timings for the entire Term of this Agreement. It is clarified that the Service Recipient may however, also operate its business, beyond Business Hours and Business Days, in accordance with the terms and conditions mentioned in Section III (Premises and Services Details) hereto;
(x) The Service Recipient shall be fully responsible for carrying out its business operations. The same shall be strictly in accordance with the permissible norms/ provisions of laws of India, or any other authority concerned and without in any way affecting/ damaging the basic structure of the Premises / Said Building;
(xi) The Service Recipient shall be responsible for compliance of all the provisions, rules, regulations, bye-laws etc., applicable to its business and other related activities. The Service Recipient shall also be responsible for the safety of its goods, materials, equipment etc., within the Premises at its own cost and expenses;
(xii) The Service Recipient shall not keep or store or allow to be kept or stored in or around the Premises any goods, articles or things of hazardous, inflammable or explosive nature, and shall use the Premises only for the purpose for which the Premises has been granted by the Service Provider and shall not use for any other purpose or for any illegal purpose. The Service Recipient shall also not encroach and or create obstruction in the Common Area, passage(s), entrance(s), stairs etc. and shall comply with the community guidelines and the internet and network usage policy framed and amended by the Service Provider from time to time for smooth functioning from the Premises/ Said Building;
(xiii) The Service Recipient shall be responsible for providing the member list containing the details of individuals who will be entitled to access the Services under this Agreement. Any change to such member list shall be duly communicated to the Service Provider. The Service Provider shall have the right to refuse access to any person inside the Premises whose details are not available on the said member list and in cases of Section 8.3 below. The access keys, key cards and such other items used to gain physical access to the Premises or the Said Building including the applications on the mobile phones of the employees, staff of the Service Recipient, shall remain the property of the Service Provider;
(xiv) The Service Recipient shall cause and ensure that its members, occupants etc., safeguard the access keys, key cards and such other items used to gain physical access to the Premises or the Said Building and the same shall always remain the property of the Service Provider. The Service Recipient shall be liable for replacement fees/ charges in case of any damage or loss of access keys, key cards and such other items;
(xv) The Service Recipient shall cause and ensure that the Service Recipient periodically and upon request of the Service Provider, provides its details including its GST No, PAN, etc. essential for the provision of Services to the Service Recipient under this Agreement, including for the purposes of generation of invoices and audit purposes of the Service Provider, etc.;
(xvi) The Service Recipient shall cause and ensure that it and its members / occupants etc., periodically comply with the requirements of ‘Know Your Customer’ (KYC) guidelines and provide KYC documents to the satisfaction of the Service Provider; and
(xvii) The Service Recipient shall be responsible for any / all losses or damages to the Service Provider and / or to the other occupants of Said Building, to the extent applicable to the Service Recipient, due to violation of any fire and safety compliances by the Service Recipient or its employees, agents, vendors, visitors, service providers etc., and that the Service Recipient shall keep the Service Provider indemnified on this account at all times.
8. Mutual Understandings.
8.1 The Service Recipient agrees, acknowledges and confirms that, during the access to and use of the Services, the Service Provider, third party service providers and other business partners may provide the Service Recipient with advertisements in relation to third party products or services from time to time. The Service Recipient agrees, acknowledges and confirms that the Service Provider is not responsible for the content of these advertisements and/or any links, products, services or other materials relating to any third party products, services, advertisements or other materials. It is hereby clarified that making available access to such third party products and/or services by the Service Provider shall not be deemed to constitute provision of such third party product and/or services by the Service Provider and the Service Provider will not be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement or any third party products, services or other materials.
8.2 The Service Provider shall not be responsible or liable for any theft, loss, damage or destruction of any property of the Service Recipient or any other persons lying in the Premises nor for any bodily injury, accident, mishap, harm or damage to any person or property of the Service Recipient from any cause whatsoever and the Service Recipient shall keep the Service Provider indemnified and harmless in this regard.
8.3 In case of any default on the part of the Service Recipient to comply with any of the terms and conditions of this Agreement, the Service Provider shall, in addition to discontinuing the Services, be also entitled to restrict access to the Premises or deactivate access cards issued by the Service Provider to the Service Recipient.
8.4 The Service Provider is entitled to access the Premises, with notice, in connection with the provision of the Services or for any other purposes – notwithstanding, it is agreed that the Service Provider shall not be required to serve prior notice in respect of Services of a daily-nature/ frequent-nature, for example, housekeeping, etc. Provided that in the event of an emergency where the safety of the Premises / Said Building and, or, the occupants therein are at stake, the Service Recipient, shall allow access to the Service Provider and, or, its authorized representatives and, or, the concerned authorities, if any, to avert the danger/ emergency even if prior notice has not been given to the Service Recipient.
8.5 The Service Recipient hereby agrees and acknowledges that the Service Provider does not control and is not responsible for the actions of the other occupants/ members of the Said Building or any other third parties. In the event, a dispute arises between the occupants/ members of the Said Building or their invitees or guests and the Service Recipient, the Service Provider shall have no responsibility or obligation to participate, mediate or indemnify any party.
9. Assignment.
The Premises shall be used by the Service Recipient only and the Service Recipient shall not assign, transfer, mortgage, sublease or grant leave & license or transfer or part with or share possession in any manner whatsoever, of whole or any portion of the Premises or assign or transfer its rights and obligations, in part or full, under this Agreement. The Service Provider shall have the right to assign this Agreement, in part or full, at any time to a third party at its sole discretion.
10. Indemnity.
The Service Recipient agrees to indemnify and keep indemnified and hold harmless the Service Provider, its employees, officers and agents from and against any claim, loss, damages, liability or cost of any person, firm or corporation, competent authorities including, without limitation, legal fees, arising out of breach of any warranty, representation, covenant or undertaking made by the Service Recipient in this Agreement. In the event of any claim, the Service Recipient shall promptly adjust, settle, defend or otherwise dispose of such claim at its sole cost. The Service Provider shall not be liable for any costs, damages and penalties etc., incurred thereof and the Service Recipient shall be responsible and liable for the same in entirety. If the Service Recipient is not diligently and continuously pursuing any claim, the Service Provider may take such action on behalf of itself and/or as attorney for the Service Recipient, to adjust, settle, defend or otherwise dispose of such claim, in which case the Service Recipient shall, reimburse the Service Provider for any costs, damages and penalties incurred thereof.
The Service Recipient shall always keep the Service Provider indemnified against any and, or, all losses, which it may have to incur due to any act of omission or commission done by the Service Recipient or by any employee, staff or patron of the Service Recipient.
11. Miscellaneous.
11.1 Costs and Expenses.
All costs, charges and expenses payable on or in respect of this Agreement and on all other instruments and deeds to be executed, if any, pursuant to this Agreement, including stamp duty on this Agreement, legal fees, registration charges, if any, shall be solely borne by the Service Recipient.
11.2Notices
Any notice to be served on either of the Parties by the other shall be sent by prepaid courier or registered post or by electronic mail to the address mentioned in the signature page of this Agreement or as the recipient may otherwise intimate in writing and shall be deemed to have been received by the addressee within 72 (seventy two) hours of posting or 24 (twenty four) hours if sent by electronic mail.
11.3Limitation of Liability
The Service Provider shall not be liable for any special, indirect, or consequential losses or damages of any nature whatsoever including any business losses. Notwithstanding anything contained in this Agreement, the maximum liability of the Service Provider to the Service Recipient for any matter whatsoever, shall not in any case, be more than the amount of Service Fees and charges paid by the Service Recipient in the 6 (six) months prior to the claim arising.
11.4 Non- Solicitation
The Parties agree and undertake that they shall not, directly or indirectly, during the Term or a period of 1 (one) year thereafter, solicit, recruit or hire any associate or employee of the other Party or induce any associate or employee of the other Party to do so.
11.5 No Agency
This Agreement is on a principal-to-principal basis and the Parties hereto have entered into this Agreement as independent entities and not as co-venturers, partners or agents of one another. Nothing contained herein shall constitute a partnership, joint venture or agency between the Parties hereto. Nothing contained herein shall constitute or be deemed to constitute an authority to either Party to make any contract or agreement or to give any warranty or undertaking or representation on behalf of the other or to create any obligation expressed or implicit on behalf of the other.
11.6 Confidential Information.
The Parties recognize that they may, during the Term of this Agreement, come into possession of or learn confidential and proprietary business information (“Confidential Information”) about the other Party. The Confidential Information also includes, without limitation, the terms of this Agreement, and all information, in whole or in part, that is disclosed by the Party that is non-public, confidential or proprietary in nature. The Parties agree that during the Term of this Agreement and thereafter: (a) the Party shall provide, at a minimum, the care to avoid disclosure of unauthorized use of Confidential Information as is provided with respect to the Party’s own similar information, but in no event less than a reasonable standard of care; (b) the Party will use Confidential Information solely for the purposes of this Agreement; and (c) the Party will not disclose Confidential Information to any third party without the express prior written consent of the other Party.
11.7 Intellectual Property Rights.
All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Premises / Services are wholly owned by the Service Provider and/or its licensors and service providers except where expressly stated otherwise. The Service Recipient agrees that the Service Recipient is not the owner of any phone number (if any) assigned to them by the Service Provider. Upon termination of this Agreement for any reason, such number (if any) may be re-assigned immediately to another customer. The Service Provider may change the number assigned to the Service Recipient (if any) if the phone service provider changes the number for any reason. The Service Provider will not be liable for damages (consequential or special) arising out of such re-assignment or number change, if any. The Service Recipient hereby waives any claims with respect to such change.
11.8 Severability
Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or in any other jurisdiction, but this Agreement shall be severed, reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
11.9 No Waiver
The rights of any Party under this Agreement shall not be prejudiced or restricted by any indulgence or forbearance extended to the other Party. Failure of the Parties to enforce at any time or for any period of time the provisions hereof shall not be construed to be waiver of any provisions or of the right thereafter to enforce every provision. No waiver by any Party in respect of a breach shall operate as a waiver in respect of any subsequent breach.
11.10 Entire Agreement
This Agreement, together with the annexures attached hereto, if any, community guidelines (as notified from time to time) or other documents signed by the Parties expressly stated to be supplemental hereto constitute the entire agreement between the Parties. Any supplement, amendment or variation in the terms hereof shall not be binding on the Parties, except when the same has been duly executed in writing by the authorized representatives of the Parties.
11.11 Counterpart.
This Agreement may be signed in any number or counterparts, each of which, when signed and delivered, shall be an original, but all such counterparts shall constitute one and the same instrument.
Arbitration.
11.11.1 In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, including any questions regarding its existence, validity, construction and/or interpretation or termination (hereinafter referred to as the “Dispute”) will be resolved through joint discussions between the concerned Parties. Any Dispute not resolved through joint discussions, within 30 (thirty) days of it having arisen shall be referred to a sole arbitrator mutually appointed by the Parties, in accordance with the Indian Arbitration and Conciliation Act, 1996 including any amendment therein and the rules prescribed thereunder. This Agreement and the rights and obligations of the Parties hereunder shall remain in full force and effect pending the award in such arbitration proceedings, which award shall determine whether and when termination of this Agreement, if relevant, shall become effective.
11.11.2 Each Party shall bear its own costs and expenses of the arbitration.
11.11.3 The award of the arbitrator shall be final and binding upon the Parties.
11.11.4 The seat of the arbitration shall be at the city where the Said Building is situated and the language of the arbitration shall be English.
Governing Law.
This Agreement shall be construed, interpreted and applied in accordance with, and shall be governed by, the laws applicable in India.