Co-working Space Agreement
TERMS AND CONDITIONS of the Co-working membership agreement between THE CLIENT and TEN Habitat Inc:
1. This Agreement
1.1 Nature of this agreement: This co-working membership agreement is a mere permission for the Client to use the Premises and other facilities of the co-work space. The whole of the co-work space remains in TEN Habitat’s possession and control. No tenancy or other, right title or interest and or possession whatsoever is created or intended to be created by this agreement in favour of the Client. TEN Habitat is giving the client the right to share with TEN Habitat the use of the co-work space on these terms and conditions, so that TEN Habitat can provide services to the Client. The client agrees not to assign or sub-let or part with possession of the Premises or attempt transfer of this Agreement.
1.2 Duration: This agreement lasts for the period stated in your membership plan at signup and then will be extended automatically for successive periods, until brought to an end by the Client or TEN Habitat. The fees on any renewal will be at the then prevailing market rate, until and unless otherwise agreed by TEN Habitat in writing.
1.3 Term Commencement date of the agreement: The obligations as per this agreement will commence from the period, and to clarify, these obligations are independent of actual occupation/ use of the premises by the Client or its representatives.
1.4 Confidentiality: The terms of this Agreement are confidential. Neither the Client nor TEN Habitat 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.
1.5 Jurisdiction: Civil Courts of the city in which TEN Habitat is located 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 laws of Barbados.
1.6 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 TEN Habitat in respect of the Fee and other amounts received by TEN Habitat from the Client pursuant to this Agreement. The Client must also pay any reasonable and proper costs including legal fees that TEN Habitat incurs in enforcing this Agreement.
1.7 Notices: All formal notices must be in writing and:
1.7.1 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 TEN Habitat at all times.
1.7.2 Shall be deemed to have been served on TEN Habitat if delivered to the Property Manager of the co-working space where the Client has taken premises or posted to the address of the co-working space and in latter case shall be deemed to have been served on the third working day after posting.
1.8 Inspection and Maintenance: TEN Habitat may need to enter the Client’s premises and may do so at any time. However, unless there is an emergency, TEN Habitat will attempt to notify the Client verbally or electronically in advance when TEN Habitat needs to access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. TEN Habitat will also endeavour to respect reasonable security procedures to protect the confidentiality of client’s business.
1.9 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 VAT). All amounts mentioned in this Agreement as payable by the client to TEN Habitat, are exclusive of such taxes.
1.10 Insurance: It is the Client’s responsibility to arrange insurance of its own property which it brings in to the TEN Habitat co-working space and for its own liability to its employees and to third parties.
1.11 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 TEN Habitat, for the purpose of verification of legitimate existence of the business. Client authorizes TEN Habitat to conduct verification of legitimate existence of Client’s business and/ or standard business verification to execute the agreement.
2. Monthly Fees, Services’ Fees and Payments:
2.1 Monthly Fee: The Monthly Fee, per month, shall be payable monthly in advance, on the first day of each and every month, to TEN Habitat; and in respect of any broken period a pro-rata adjustment shall be made.
2.2 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 TEN Habitat in writing to terminate such standard recurring services.
2.3 Additional Variable Services: TEN Habitat may provide additional Services directly or through a business affiliate. Such Services will be billed in arrears at the end of the month, as per usage, and are due within 7 days from the date of the invoice. Fees for such Services, plus applicable taxes, will be applicable in accordance with TEN Habitat’s published rates which may change from time to time.
2.4 Set-up fees: The Client will be charged an office set up fee per extra occupant beyond the stated capacity of the space and a connection set-up fee per additional connection requested from TEN Habitat.
2.5 Invoices: TEN Habitat will send all, invoices electronically (where allowed by law). Notification of invoices shall constitute a demand for payment.
2.6 Invoice disputes: In case of any dispute in any charges levied under “Standard Services” or “Additional Variable Services”, the Client must notify TEN Habitat 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. TEN Habitat and the Client will endeavour to resolve, by mutual discussion, the disputed portion of the charges for Services within one week of receiving a notice from the Client.
2.7 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 5% per month. Declined Credit cards and dishonour of cheques, will attract a fee equivalent to BDS $70.00 The Client shall bear all bank charges. TEN Habitat 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.
3. Security Deposit:
3.1 Deposit: The Client renting any space for a term more than one month must pay a security deposit equivalent to one month of the Monthly Fee + Standard Services and taxes where applicable upon entering into this Agreement, unless a greater amount is specified on the front of this agreement. TEN Habitat shall not be liable to pay to the Client any interest on such Security Deposit. This will be held by TEN Habitat as security for performance of all the Client’s obligations under this agreement.
3.2 Deposit Refund: The security deposit, or any balance after deducting outstanding fees and other costs due to TEN Habitat, or any of TEN Habitat’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.
3.3 Increase in Deposit: TEN Habitat 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 TEN Habitat’s fees when due.
4.1 The Client’s name and address: The Client may only carry on that business in its name or some other name that TEN Habitat previously agrees. Should the Client choose to use the services, provided by TEN Habitat, for an additional company, an additional charge per month and per company name may apply.
4.2 Use of Centre Address: The Client may use the Centre address as its business address only. Any other uses are prohibited without TEN Habitat’s prior written consent.
4.3 Installations in the Premises: The Client must not install any cabling, IT or telecom connections without TEN Habitat’s prior written consent. As a condition to such consent, the Client must permit TEN Habitat to oversee any installations and to verify that such installations do not interfere with the use of premises by other Clients or TEN Habitat.
4.4 Alternations to the Premises: The Client shall not make any alterations or additions in the Premises without prior written consent of TEN Habitat.
4.5 Non-Compete Business: The Client must not carry on a business that directly or indirectly competes with TEN Habitat or any company affiliated with TEN Habitat.
4.6 Access: The Client will have access to the premises 24 hours a day and 7 days a week (24/7); however, the Services and the facility of reception and other similar facilities will be available to the Client only from Monday to Friday between 08:00 am and 6:30 pm and on Saturdays between 09:00 am and 1:30 pm; the Services and other similar facilities will not be available on Bank Holidays and Public Holidays.
4.7 The Client is required to disclose the number and names of persons who will work in the premises.
4.8 The Client agrees not to smoke in the office and/or elsewhere in the co-working space or any part thereof.
4.9 The Client shall utilize, and shall ensure that its employees utilize, the equipment and facilities provided in the premises and in the co-working space 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 co-working space and in the premises in particular.
4.10 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 co-working space. The Client must not do anything that may interfere with the use of the co-working space by TEN Habitat or by others, cause of nuisance or annoyance, increase of the insurance premiums that TEN Habitat has to pay, or cause loss or damage to TEN Habitat (including damage to reputation) or to the owner of any interest in the building which contains the co-working spaces the Client is using.
4.11 The client is liable for any damage caused by it or by those in the Co-working Space 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 TEN Habitat may do so at the Client’s expense.
5. Termination of the Agreement:
5.1 Notice: Either TEN Habitat 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 one month’s written notice to the other. However, if this agreement, extension or renewal, is for one month or less, the notice period is for one week. To clarify, the Client shall not be entitled to terminate this Agreement prior to the expiry of its term (initial, extension or renewal).
5.2 Ending this agreement immediately: TEN Habitat 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
5.2.1 The Client becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or
5.2.2 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 TEN Habitat 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
5.2.3 Its conduct or that of someone at the Centre with its permission or invitation, is incompatible with ordinary office use If TEN Habitat 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 TEN Habitat had not ended it.
5.3 Handing over of the Premises:
5.3.1 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.
5.3.2 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 in the course of such removal, the same shall be remedied by the Client immediately and at their own expense. If the Client fails to do so, TEN Habitat may do so at the Client’s expense. If the Client leaves any property in the Co-working Space, TEN Habitat may dispose of at the Client’s cost in any way TEN Habitat chooses without owing the Client any responsibility for it or any proceeds of sale.
5.3.3 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 Co-working Space. TEN Habitat reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear.
5.3.4 The Client will be automatically entered into a Virtual Office Agreement (“VO”) with TEN Habitat on TEN Habitat’s standard terms at the time for the Executive Virtual office Memberships for two months.
5.4 If the Client defaults in vacating the premises when this agreement has ended the Client is responsible for any loss, claim or liability TEN Habitat incurs as a result of the Client’s failure to vacate on time. TEN Habitat 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. TEN Habitat may, at its discretion, permit the Client an extension, subject to a surcharge on the monthly office fee.
5.5 Force Majeure: In the event 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 TEN Habitat giving to the Client notice in writing to that effect. TEN Habitat 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.
6. Liability and Disclaimer
6.1 TEN Habitat 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 unless TEN Habitat otherwise agrees in writing.
6.2 Subject to gross negligence and deliberate misconduct, TEN Habitat, 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 TEN Habitat.
6.3 TEN Habitat 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. TEN Habitat shall not be responsible for any loss, damage or loss of information resulting from communications or data failure including voice, communication and the internet.
6.4 Subject to gross negligence and deliberate misconduct, TEN Habitat is not liable for any loss as a result of TEN Habitat’s failure to provide a service as a result of mechanical breakdown, strike, termination of TEN Habitat’s interest in the building or otherwise.
6.5 In no event shall TEN Habitat be liable for any loss or damage until the Client provides written notice and gives TEN Habitat a reasonable time to put it right.
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