The following terms and conditions (“Terms and Conditions”) form an integral part of the Services Agreement executed between each Client and the Service Provider (“Services Agreement”) and any other agreement concluded between the Client and the Service Provider. The Client undertakes that it shall, in the course of its operation, within the Designated Area, use the same for its business in accordance with all applicable statutes, rules and regulations and these Terms and Conditions. The Client hereby acknowledges and agrees that the Service Provider shall have the right from time to time, to vary, amend, add to and make changes to the Terms and Conditions, at its sole discretion. The Client agrees to abide by such amended Terms and Conditions and shall not, at any time, object to any changes or modifications made to the Terms and Conditions by the Service Provider.
Capitalized terms used but not defined herein shall have the meaning ascribed to it in the Services Agreement.
1. Operating Hours
a. The Service Provider stipulates that the ordinary business hours of the Centre shall be from 9:00 am to 7:00 pm on all days except Saturdays, Sundays and public holidays as declared in the holiday list published every year and provided to the Client (“Operating Hours”).
b. In the event a Client requires to work after the Operating Hours or on Sundays or public holidays, it will have to make a request to the Service Provider no later than 6:00 pm of the previous day. During non-Operating Hours, the air conditioners in the Centre are typically turned off for eco-friendly reasons. In the event, any Client wishes to work in the Designated Area during non-Operating Hours, there shall be an additional air conditioner usage charge as detailed in the Services Agreement. If any support staff is required to remain present on such days, the same shall be chargeable as detailed in the Services Agreement.
2. Access and Use of the Designated Area
a. The Client is prohibited from installing its own lock in the Designated Area. The key/access card to the Designated Area shall always remain the property of the Service Provider. The Client must not make any copies of the keys and/or entry cards or allow anyone else to use them without the Service Provider’s consent. The Service Provider shall be immediately informed about any loss of key or entry card. Duplicate keys / cards shall be issued only upon payment of such fees as detailed in the Services Agreement. The Service Provider assumes no responsibility or liability in case of any loss arising out of loss of the keys / cards by the Client.
b. The Client shall ensure that all its employees, visitors, staff, agents, associates, guests, invitees, vendors etc. use the designated points to enter and exit the Designated Area/Centre. The Client shall not leave open any doors, exit doors or doors connecting corridors during or after Operating Hours for security purposes and if the Client does so, it will be at the Client’s own risk. The Client shall not use the corridors, halls, elevators and stairways for any purpose other than egress and ingress. The Client shall not litter or store or dump any material or debris in common areas of the Building or cause any damage to common areas of the Building nor allow or permit any one to do so.
c. The Client shall hand over to the Service Provider a list of all the equipment brought into the Centre from time to time. A no objection certificate will be issued by the Service Provider for all the equipment brought in by the Clients.
d. The Client will be required to sign a list of all the equipment, furniture etc. provided by the Service Provider in the Designated Area clearly mentioning the condition and state of the inventory, along with details of the keys or entry cards issued to the Client at the time of handover of the Designated Area.
e. The Client will make proper and reasonable use of the Designated Area and the Facilities provided at the Centre. The Client will be responsible for any damage or breakage or loss caused to the Designated Area/Centre or any of its equipment/property due to the negligence of the Client or its employees, visitors, staff, agents, associates, guests, invitees, vendors etc. In the event of any such damage or loss, the Client agrees to pay to the Service Provider the cost and expenses incurred in repairing and/or replacing such equipment/property and the decision of the Service Provider in this regard shall be final and binding.
f. The Client has been provided access to storage cupboards the fees for which are detailed in the Services Agreement. In the event the Client loses the key to such storage cupboard, a duplicate key will be issued to the Client on payment of additional charges as detailed in the Services Agreement. It is a standard practice for the Service Provider to keep a backup key for such cupboards, however the Service Provider shall not be responsible for any damage or loss caused to the Client due to such retention.
g. The Client shall not make any structural alterations and/or additions to the Designated Area. If the Client intends to carry out any repairs or renovations of a non-structural nature in or to the Designated Area, the Client shall obtain prior written permission of the Service Provider, the municipal corporation, local body and the society and/or any other concerned authority if required by submitting necessary plans and drawings through its qualified architects. Further, the Client shall alone be responsible for any penalties and other consequences arising from such alterations/additions.
h. The Client agrees that the workstations allotted to the them in the Designated Area pursuant to the Service Agreement between the Client and the Service Provider are not permanent and there may be changes in the Designated Area / seating arrangement due to the expansion of the Centre. Should there be any change in the Designated Area/seating arrangement, the Service Provider shall give the Client a prior written notice of 15 (fifteen) days informing them about the change in the Designated Area/seating arrangement.
i. The Client acknowledges and understands that its use of the Designated Area may on certain occasions be interrupted on account of upkeep of the facility and/or events that are beyond the control of the Service Provider. In such an event, the Service Provider shall do its best to inform the Client in advance of any known changes or interruption to the access to the Centre or to the use of any of the Facilities provided by it. Such disruption may require the Client to: (i) move to another work area; or (ii) under rare circumstances, to vacate the Designated Area entirely.
j. The Client shall not, without the Service Provider’s prior written consent, store or operate in the Designated Area any large business machine, reproduction equipment, heating equipment, stove, microwave, toaster, sandwich maker, radio, stereo equipment or other mechanical amplification equipment, vending or coin operated machine, refrigerator or coffee equipment. Additionally, the Client must not conduct a mechanical business, cook, or use or allow to be used in the building where the Designated Area is located, oil burning fluids, gasoline, kerosene for heating, warming or lighting. No article deemed hazardous on account of fire or any explosives shall be brought into the Centre. No material emitting gases or odours, inflammable liquids or firearms shall be permitted inside the Centre. The Centre is intended to be used solely for office purposes. The Client and/or its employees should switch off all lights, especially in unused offices and areas, except in the hallways, aisles and printer room. Further, the Client shall ensure that they do not let the water taps run without need.
k. In case the Client has availed services stations within a cube or chamber, the Client shall not be entitled to induct visitors / occupants in excess of number of chairs already allotted to the Client in such cube / chamber. In case the number of visitors / occupants exceeds the number of chairs allocated, the Client shall be required to avail of the meeting rooms services. The Service Provider shall have the right to refuse any excess visitors inside the cube / chamber. In case the Client has availed serviced stations not within a cube or chamber, the Client shall not have any right to give access to any visitor, employee or agent beyond the reception area. Any meetings or discussions with any visitors / employees which a Client requires to hold, the Client shall be required to avail of the meeting rooms services.
l. The Client can put up its company name board, business and marketing material and other regulatory certificates as required by any law within their Designated Area ensuring no damages are caused to the Service Provider’s property.
m. Electricity provided at the Designated Area shall be used for ordinary lighting, powering personal computers and small appliances only, unless written permission to do otherwise has been obtained from the Service Provider upon payment of additional charges as detailed in the Services Agreement. If the Client requires any special installation or wiring for electrical use, telephone equipment or otherwise, such wiring shall be done at the Client’s expense by the personnel designated by the Service Provider. The Client shall not be permitted to get their own mechanic or personnel to make any changes to the infrastructure provided by the Service Provider in the Designated Area. The Client shall ensure that the electricity is used efficiently.
n. The Client shall not conduct any business in the hallways, reception area or any other area except in the Designated Area without the prior written consent of the Service Provider. The reception area or the waiting area at the Centre is a common area to be used only for a temporary period by the visitor of the Client. At no point of time shall a Client be entitled to use the same for any purposes other than a temporary waiting area nor shall the Client be entitled to excessive use of the waiting area or the reception area which may render and/or hamper availing of the same by other occupants.
o. Meeting rooms can be used upon reservation only. Client shall not enter the meeting rooms without reservation. The Client can use the facility of the meeting rooms in the Centre as per the terms detailed in the Services Agreement. The Client acknowledges and agrees that booking of meeting rooms is subject to availability. In the event, there are any arrears with respect to the Service Fee payable by the Client or any other payments due to the Service Provider, there shall be no free access to the meeting rooms and the same shall be subject to advance payment at standard rates. The Client shall purchase a day pass for a guest that stays beyond the permitted meeting room usage time as mentioned in hereinbefore.
p. The Client undertakes not to do anything which is likely to be a nuisance or annoyance to the other users or occupants at the Centre or act in a manner which does or is likely to adversely affect the peaceful operation or enjoyment of the other occupants at the Centre.
q. The Client shall not bring or permit to bring any animals at the Centre.
r. The Client and its visitors shall have access to self-service coffee, tea, water and other kitchen facilities. The Client will be entitled to tea / coffee credits of up to Rs. 1000 per month and the fees for availing the aforesaid kitchen services will be charged per office occupant as detailed in the Services Agreement. Dining areas are mainly café and the kitchen. The Client, its employees, visitors, staff, agents, associates, guests, invitees, vendors etc. are not allowed to carry food inside the Designated Area. Our kitchen supplies you with kitchen tools, but we ask you to wash them after use. The Client shall ensure that its employees, visitors, staff, agents, associates, guests, invitees, vendors etc. do not leave empty meal boxes in the kitchen or in the fridge at the end of the day. Stickers have been provided to mark one’s food. Expired or spoiled food will be thrown away without any notice to the owner.
s. Consuming alcohol at the Centre or any part thereof is strictly prohibited.
t. The Client shall not engage in any illegal activity at the Centre or the Designated Area or in and around the Building, including but not limited to drug use and/or illegal online activity.
u. The Client is prohibited from engaging in any activity which may damage or impair the functioning of the Centre or the Facilities.
v. The Client shall not engage in any online or business activities involving moral turpitude that may damage or otherwise adversely affect the Service Provider’s reputation, or the reputation of other clients of the Service Provider, including but not limited to using the Centre in connection with downloading or using trademarked or copyrighted material without permission, pyramid schemes, spam, identity theft, defaming or harassing others, or uploading or downloading profane or indecent material.
w. The Client assumes total liability towards the actual cost of any loss or damage caused either deliberately or by gross negligence to the Service Provider or to the equipment, facilities, amenities, fixtures, furniture’s and other installations at the Centre or resulting in improper usage, utilization or enjoyment of any Facilities at the Centre by the Client or any person having entered the Centre in relation to the Client, in any capacity whatsoever.
x. Loud phone calls or music are prohibited in the Designated Area. Headphones shall be used while listening to music.
y. The Client is not permitted to install any cabling, IT or telecom connections without the Service Provider’s prior written consent, which the Service Provider may refuse at its absolute discretion. As a condition to the Service Provider’s consent, the Client must permit the Service Provider to oversee any installations (for example IT or electrical systems) and to verify that such installations do not interfere with the use of the Centre by other clients or the Service Provider.
z. Mails and other postal packages for delivery shall be handed over to the management of the Service Provider on or before 4:00 pm on workdays. Mails dropped off after 4:00 pm will be posted the following day. The Client shall pay the postage costs in advance. Service Provider is not liable for any mail or packages received without a Service Provider employee’s signature indicating acceptance.
aa. The Client shall not use the Designated Area or the Centre for manufacturing or storage of merchandise except as such storage may be incidental to general office purposes. The Client shall not occupy or permit any portion of the Designated Area or the Centre to be occupied or used for the manufacture, sale, gift or use of liquor, narcotics or tobacco in any form.
bb. Smoking is strictly prohibited at the Centre including in all public areas.
cc. The Client shall not affix anything to the windows, walls or any other part of the Designated Area or the Centre or make alterations or additions to the Designated Area or the Centre without the prior written consent of the Service Provider. The temperature in the Designated Area shall be such that it will suit most users.
dd. Facilities like administrative services, air-conditioning, internet access and phone lines will be available during normal Operating Hours.
ee. The Client will abide by the Service Provider’s directives regarding security, keys, parking and other such matters common to all clients. No part of the Centre may be used for overnight accommodation. Driving lessons, washing of vehicles or carrying out of mechanical work is not permitted in the parking areas. No vehicles are to be left overnight in the parking area without prior written permission from the Service Provider.
ff. If the Client wishes and upon payment of charges as detailed in the Services Agreement, the Service Provider shall include the Client’s name in the house directory wherever available at the Centre. The Client must not use the Service Provider’s name in any way in connection with their business. The Client may use the Centre address as its business address subject to compliance with applicable law. Prior written permission (NOC) is required for using Centre address as Client’s registered address subject to compliance with applicable law. Upon determination or earlier termination of the Services Agreement, the Client shall notify all such authorities wherein the address of the Centre has been used about the termination of the agreement and a copy of the same be provided to the Service Provider on or before 30th day from the cessation of service(s). If the Client fails to do so, then invoice(s) will be generated on account of business support services amounting to sum equal to the monthly service fee per month plus applicable taxes and the service retainer/deposit or any balance will be returned to the Client subject to the aforesaid conditions/compliance. Within one month of signing of the Services Agreement and from time to time at the Service Provider’s request, the Client must provide the Service Provider with an official document certifying their registered address, a copy of the identity card of the legal representative of the Company and a certified copy of the articles of association of the Company. The Client shall not use the address of the Centre as their registered office and the same can be used only as a branch office / corporate office. The Client shall notify the Service Provider of any change on the address of the Client. Within 30 days from termination or expiration of the Services Agreement, Service Provider shall transmit on chargeable basis to such address the letters, correspondences, mail matters, packages and the like documents that were received by the Service Provider prior to the termination or expiration of the Services Agreement.
gg. If there is a need to change the Client’s name appearing on the invoices, request must be made in writing and addressed to the Service Provider. Please note that these requests will be processed within 30 days from the beginning of the next calendar month. Any invoices prior will be issued in the current company name and cannot be changed.
hh. The Client shall be held responsible and shall be liable to the Service Provider for any loss of reputation, loss of business, disruption or disturbance of business at the Centre caused on account of activities carried out by the Client. This is in addition to any claim that may arise against the Client by the other occupants at the Centre.
ii. The Client shall obtain prior written permission from the Service Provider to post signs, host events, or otherwise use the Designated Area or any part of the Centre in ways that may restrict or hinders the usage of other clients of the Service Provider.
jj. In the event that the Service Provider for any reasons is permanently unable to provide the services and accommodation(s) at the Centre, then the Services Agreement will forthwith terminate and the Client will only have to pay Fees up to the date the Designated Area was available for use by the Client and for the additional services that the Client has used. The Service Provider will try to find suitable alternative accommodation(s) for the Client at any other Centre being operated by the Service Provider.
kk. The Service Provider shall be entitled to inspect the Designated Area on any working day after giving 48 (forty eight) hours prior written notice to the Client. However, in case of an emergency the Service Provider can enter the Designated Area for the purpose of inspection without giving any prior notice to the Client.
3. EMPLOYEES AND GUESTS
The Service Provider’s housekeeping staff follows a certain cleaning schedule for the Centre, including the Designated Area. No third party housekeeping staff is permitted within the Centre. In the event, a Client indicates to the Service Provider that they do not wish the cleaning to happen in the Designated Area during the aforesaid housekeeping routine, the Service Provider shall make efforts (but does not guarantee) to provide the housekeeping staff, at a time specified by such Client. The Service Provider does not take any responsibility for the security of valuables, equipment or other items of perceived value belonging to the Client or its employees, visitors, staff, agents, associates, guests, invitees, vendors etc.
The Client unless permitted in writing by the Centre will not put up any signs on the doors / exterior walls of the Designated Area or their cubes or anywhere else that is visible from outside. The Service Provider reserves the right to charge a fee for putting any signage. In any case the signage to be put upon approval should be in symmetry with the Centre’s interiors and design. Client is permitted to display its name or signage at the main door at the dedicated entrance of the Designated Area only. To keep things fair and consistent for all members, the Client is not permitted put up signs or posters on interior and exterior windows or walls of the Centre.
The Client shall be entitled to book the events area which shall be chargeable at the rates detailed in the Services Agreement, provided the booking shall be made a minimum of 7 (seven) days in advance and is subject to availability.
7. CLIENT BRAND
a. The Service Provider shall, at its sole discretion, have the right to use the brand name/ trade mark of the Client, in reference or association to the Centre in its advertisements and other promotional materials aimed to promote the same without incurring any monetary and other obligations during the subsistence of the Services Agreement.
b. The Client shall only carry on the business at the Centre in its name or such other trade name as may have been approved in writing by the Service Provider.
8. INTERNET ACCESS
a. The Client acknowledges that the Service Provider does not guarantee a particular speed or bandwidth of internet, as it is highly dependent upon the overall usage by all the clients working at the Centre.
b. The Client acknowledges and accepts that the role of the Service Provider for leased line would be that of a facilitator only and it is not an internet service provider (“ISP”), where the maintenance and speed shall be the responsibility of the ISP. The Client further acknowledges and understands that the Service Provider is facilitating internet access on “as is” basis and makes no representation and warranty with respect to suitability and merchantability of the internet facility. The internet or telecommunication facility or network access may be temporarily unavailable for reasons outside of the control of the Service Provider, including non-availability from the ISP.
c. The Client agrees that it shall comply with all the terms and conditions regarding usage of the internet in effect today and as specified by the ISP, and as may be updated, from time to time. The Client understands that there are certain security risks by utilizing our networks. While, the Service Provider is committed to maintaining a public network for ease of use, the Service Provider makes no guarantees or representations regarding the security of our network. We recommend the use of personal firewall software.
d. The Client shall be solely responsible to secure any data that it stores, transmits and / or accesses by reason of use of the network and / or internet service provided at the Centre.
e. Prohibition on transmission of unlawful material: The Client acknowledges and agrees that the internet usage by it shall be for its business use and agrees not to use the internet in a manner prohibited by any applicable laws. Transmission of any material in violation of applicable laws, including, but not limited to any material or messages that are unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable in any manner or nature or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violation any applicable laws is prohibited.
f. System and Network Security: The Client shall not attempt to circumvent user authentication or security of any host, network, or account, including but not limited to, accessing data not intended for the Client, logging into a server or account the Client is not expressly authorized to access, or probing the security of other networks or other Clients of the Centre.
g. Privacy; Monitoring of Services: The Client acknowledges and agrees that the ISP may monitor the internet usage of the Client. The ISP or the Service Provider may disclose information regarding Client’s use of the internet services in order to satisfy applicable laws, regulations, governmental requests, or as per the terms of usage of the ISP. The Service Provider agrees to comply with the privacy and data security laws applicable to the Service Provider.
h. Authentication: As part of the registration process, each Client will be provided a unique username and password by the Service Provider, which must be used in order to access the internet. The username and password are personal to the Client and are not transferable. Each Client must treat the username and password as confidential and must not disclose such detail to a third party. All information provided to the Service Provider by the Client during the registration process shall be true and accurate. The Client is solely responsible for all use of and for protecting the confidentiality of their username and password. The Client is responsible for all activities that occur under its registration. Any breach of security of a username and password should be notified to us immediately. The Service Provider has the right to disable your username and/or password at any time if in its opinion the Client has failed to comply with any of the provisions of these Terms and Conditions.
i. The Service Provider is responsible for maintaining the basic security and virus protection of the internet systems to prevent any abuse, hacking, etc., and shall take corrective actions on vulnerable or exploited systems to prevent continued abuse. The Service Provider has implemented reasonable and appropriate security measures to help protect your personal information from accidental loss and from unauthorized access, use, or disclosure. The Service Provider stores website usage information in a data centre with restricted access and appropriate monitoring and uses a variety of technical security measures to secure your data. The Client understands that the Service Provider cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use the Client’s personal information for improper purposes. Client acknowledges that it provides its personal information at its own risk. The Service Provider does not provide any service level agreement to the Client regarding provision or loss of service for its internet services. The Service Provider shall not be liable for any indirect damages, including lost profits, arising out or resulting from any loss of service or degradation of connectivity/access to the internet, even if the other party has been advised of the possibility of such damages. The foregoing shall apply, to the fullest extent permitted by law, regardless of the negligence or other fault of either party. Client must install their cyber security protocols, including, their own intrusion detection and virus protection software.
j. Any damages to the infrastructure, or other to other clients, will be borne by the Client if the damage has erupted due to any of Clients machines, or what they did. (rephrase this well pls)
9. IT & TECHNOLOGY POLICY [Anoma Note: To be confirmed]
a. The Service Provider shall provide internet service to the Client which includes regular business activity such as web browsing, the ability to send and receive electronic communications, access to business applications and the like. The internet service is based on a symmetrical leased line connection or similar technology that is shared with other clients at the Centre. The Service Provider may supply the Client with reserved bandwidth in various capacities subject to availability. This provides an uncontended, symmetrical connection of the selected size. The service provides 1 (one) public IP address with the facility to purchase and deploy additional IP addresses. The service provides the Client with the following capability:
(i) The ability to deploy public IP addressing.
(ii) The option to run server based solutions that require inbound connectivity (e.g. an FTP, web or mail server).
(iii) The option to run “site to site” VPN connections.
(iv) The Client can also be able to deploy its own “firewall” to manage its own LAN and VPN connections.
b. The Client acknowledges that the Service Provider does not monitor the content of information transmitted through the Service Provider’s telecommunications lines or equipment, which includes, but is not limited to, internet access, telephone, fax lines and data lines (“Telecommunications Lines”). The Client further acknowledges that the Service Provider is merely providing a conduit for Client’s internet transmissions, similar to a telephone company, and that the Service Provider accepts no liability for the content of transmissions by the Client.
c. The internet service may be used only for lawful purposes and shall not be used in connection with any criminal or civil violations of state, federal, or international laws, regulations, or other government requirements. Such violations include without limitation theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property; fraud; forgery; theft or misappropriation of funds, credit cards, or personal information; violation of export control laws or regulations; libel or defamation; threats of physical harm or harassment; or any conduct that constitutes a criminal offence or gives rise to civil liability. The Client is responsible for maintaining the basic security and virus protection of the Client’s systems to prevent their use by others in a manner that violates the Service Agreement. The Client is responsible for taking corrective actions on vulnerable or exploited systems to prevent continued abuse.
d. The Client shall not increase its authorised access points to telecommunications/data lines by means of wire splitting or any other method including wireless devices. In the event of the Client is in breach of the aforesaid, the Service Provider may disconnect all of the Client’s access to the telecommunications/data lines by giving a prior written notice of 3 (three) business days. The Client shall within 3 (three) days from the receipt of invoice from the Service Provider pay the Service Provider the usual published fees for any unauthorised telecommunications/data lines. The Service Provider shall not be obligated to reconnect the telecommunications/data Lines until such fees have been paid in full and the Client has ceased to make unauthorised access.
e. It is part of the Service Provider’s business model to provide Telecommunications Lines to its Clients. The Client may not bypass the use of the Service Provider’s telecommunications lines by installing its own direct telecommunications lines. On a case by case basis, the Service Provider may grant the Client authorisation to install direct Telecommunications Lines upon written request by the Client. This permission will only be granted upon payment of such fees as detailed in the Services Agreement.
f. The Client is prohibited from engaging in any violations of system or network security. The internet service may not be used in connection with attempts – whether or not successful – to violate the security of a network, service, or other system. Examples of prohibited activities include, without limitation, hacking, cracking into, monitoring, or using systems without authorization; scanning ports; conducting denial of service attacks; and distributing viruses or other harmful software. The Service Provider reserves the right to suspend the internet access upon notification from a recognized internet authority or ISP regarding such abuse. The Service Provider may disconnect the Client’s equipment and withhold services if they consider that the Client’s hardware or software is, or has become, inappropriate for connection to its network. The Client is responsible for the Client’s own virus protection on the Client’s systems and hardware.
g. Internet services are only available at the Service Provider’s locations and connection to its network is only permitted at those locations or via the Service Provider’s offered services. The Client must not create any links between the Service Provider’s network and any other network or any telecommunications service without the Service Provider’s consent. The Client agrees that the Service Provider may process, disclose or transfer any personal data which it holds in relation to the Client provided that in doing so it takes such steps as it considers reasonable to ensure that it is used only:-
(i) To fulfill our obligations under the Service Agreement;
(ii) For work assessment and fraud prevention; or
(iii) To make available information about new or beneficial products and services offered by the Service Provider and other organizations which we consider may be of interest to Client.