Terms of Business of the Agreement

USINGCO-WORKING

1. We Are SS Co-working hereafter referred to as “Co-Working”. These are our terms of business. They apply to the service Agreement which you the client have signed (which we refer to simply as your Agreement).

Your Agreement supersedes any previous Agreement you may have with us for the same services and contains all the terms we have agreed.

STANDARD SERVICES INCLUDED IN YOUR STANDARD FEE

2. Furnished Office Space

We are to provide the number of serviced and fully furnished Co-Working spaces for which you have agreed to pay to SS Co-Working, stated in your Agreement (also referred to in this Agreement as “Space”).Your Agreement lists the office space we have initially allocated for your use. If in case due to unforeseen circumstances or repairing work or construction etc, we may need to allocate different office space, but these will be of equivalent size, and we will attempt to obtain your approval with respect to such different accommodations in advance.

3.Office Services

We are to provide the services described in the Co-Working Space, or office or hot desk and, the Co-Working Space will also provide Internet/ Wi-Fi Connectivity, but use of conference rooms(Shared basis), coffee-tea machine (paid Service) will be provided on the basis of availability during normal operating hours Monday to Friday i.e. (9:00AM-8:00PM). (Connectivity is available 24/7). The expenses of coffee-tea or any other food and beverages or any other services needed to be settled every week. If the expenses of the services are not settled on time mentioned, the same shall be terminated and will be deducted from the security amount, if any without any prior notice.

We are happy to discuss special arrangements for use of these services outside/beyond our normal operating hours such as usage of Co-Working Space, or office or hot desk or any other services etc, we reserve the right to charge an additional fee at our usual published rates based on the time taken to complete the service.

All services are subject to the availability of our SS Co-working Space at the time of any service request. We will Endeavour to deal with a service request at the earliest opportunity (i.e., at least one day prior to the arrangement and not thereafter).

Note-The timings or any services shall subject to the COVID-Guidelines/restrictions as notified by the Government.

4. Wi-Fi/Internet Services

You must comply with any copyright notices, license terms or other notices appearing onscreen or as part of any material on the Internet or network. You must not copy, modify, use, or exploit such software or other material in any way, unless we have explicitly given you permission to do so. You must strictly comply with the terms of any permission that we give.

We do not make any representations as to the security of our network (or the Internet) or of any information that you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances. We cannot guarantee that a particular degree of availability will be attained in connection with your use of the services.

You hereby warrant to us that our provision of these services to you will not infringe the rights of any third party.

We warrant that the services shall be provided and performed in a professional and work man like manner and shall conform to the description of the services or any additional offers by the Service Providers. If we fail to provide the services as warranted, your sole and exclusive remedy shall be the remedy of such failure by us within a reasonable time after written notice.

You cannot install any booster or router or LAN or any other gadget without prior permission.

The above warranty is in lieu of all other terms, conditions, and warranties, whether express or implied by usage, custom, statute or otherwise, appertaining to the services and manner in which we perform our obligations and exercise our rights including, but without prejudice to the generality of the foregoing, such as relate to the description, performance, quality, suitability or fitness for any particular purposes, of the services. We do not warrant that the services will be uninterrupted or error free.

5. On Moving In

You will be asked to sign an inventory of all Space (s), furniture and equipment you are permitted to use, together with a note of its condition, and details of the keys or bio-metric or entry cards issued to you. You may at any time have as many employees working in your space (s) as there are allowable workstations. This number is noted on the front of this Agreement. If at any time you exceed the numbers of people than there are workstations those employees will pay the hourly or daily rate for additional spaces. This fee will be in addition to the monthly supplemental fee and Hot Desk fee.

Note:The no. of working employees shall subject to the COVID-Guidelines/restrictions as notified by the Government.

6. The Nature Of Your Business

You must only use the space for office purposes, and only for the business stated in your Agreement or subsequently agreed with us. Office/Space use of a “retail” nature, involving frequent visits by members of the public, is not permitted unless opted for the same. You must not carry on a business which competes with our business of providing serviced office or workstation or cube or hot desk etc. You must not use the name S.S. Co-Working Space or any of its associated companies in any way in connection with your business.

7. Your Name And Address

You may only carry on that business in your name or some other name that we previously agree. At your request and cost we will include that name in the house directory at the CoWorking Space, where this is available. You must not put up any signs on the doors to your space or anywhere else which is visible from outside the accommodation you are using. You may use the Co-Working address as your business address. If you use the Co-Working address as your registered business address, you must have a third-party registered as your agent for service of process.

You and your staff, visitor any other shall park your respective Motor-Vehicle at the allotted space only. If the same is found to be parked at any other space, you shall be fined of Rs2000/-(Two-Thousand Rupees) and the same shall be deposited to SS Co-Working.

You can only advertise on the space as provided to you by the Co-Working. The space of the advertisement shall subject to the availability.

8. Taking Care Of Our Property

You must take good care of all parts of the Co-Working, its equipment, fittings and furnishings which you use. You must not alter any part of it. You are liable for any damage caused by you or those in the Co-Working with your permission or at your invitation.

9. Office Furniture And Equipment

You must not install any furniture or office equipment, cabling, IT or telecom connections without our consent, which we may refuse at our absolute discretion.

10. Keys And Security

Any keys or bio-metric or entry cards which we let you use remain our property/Co-Working Space at all times. You must not make any copies of them or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must pay the cost of replacement keys or cards and / or changing locks, if required. If you are permitted to use the Co-Working outside normal working hours it is your responsibility to lock the doors to your accommodation and to the Co-Working when you leave.

11. Comply With The Law

You must comply with all relevant laws and regulations in the conduct of your profession/ business. You must do nothing illegal. You must not do anything that may interfere with the use of the Co-Working by us or by others, cause any nuisance or annoyance, increase the insurance premiums we have to pay or cause loss or damage to us or to the owner of any interest in the building which contains the Co-Working. You acknowledge that (a) the terms of the foregoing sentence are a material inducement to us for the execution of your Agreement and (b) any violation by you of the foregoing sentence shall constitute a material default by you hereunder, entitling us to terminate your Agreement.

12.Comply With Office/House Rules or any other

You must comply with any office/ house or any other rules which we impose generally on users of the Co-working whether for reasons of health and safety, fire precautions or otherwise.

13. Insurance

It is your responsibility to arrange insurance for your own property which you bring into the Co-Working and for your own liability to your employees and to third parties.

PROVIDING THE SERVICES

14. Access To Your Space

We can enter your space at any time. However, unless there is an emergency we will as a matter of courtesy try to inform you in advance when we need access to carry out testing, repair or works other than routine inspection, cleaning, and maintenance. We will also respect security procedures to protect the confidentiality of your business/profession.

15. At The Start Of Your Agreement

If for any reason we cannot provide the Space(s) stated in your Agreement by the date when your Agreement is due to start we have no liability to you for any loss or damages but you may cancel the Agreement without penalty. We will not charge you the standard fee for spaces you cannot use until they become available.

16. Suspension Of Services

We may by notice suspend the provision of services (including access to the Co-Working) for reasons of political unrest, strikes, or other events beyond our reasonable control, in which event payment of the standard fee will also be suspended for the same period.

17. Our Liability

We are not liable for any loss as a result of our failure to provide a service as a result of mechanical breakdown, strike, delay, failure of team, termination of our interest in the building containing the Co-Working or otherwise unless we do so deliberately or are grossly negligent. We are also not liable for any failure until you have informed us about it in writing and given us a reasonable time to put right. In addition, client releases SS CoWorking from any liability arising out of or incurred in connection with any Client Mail.

You agree (a) that we will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, your Agreement and/or your use of the services except to the extent that such loss, damage, expense or claim is directly attributable to our deliberate act or our gross negligence (our liability); and (b) that our liability will be subject to the limits set out in the next paragraph.

We 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. We strongly advise you to insure against all such potential loss, damage expense or liability.

18.The Nature Of Your Agreement

The whole of the Co-Working remains our property and, in our possession, and control. You acknowledge that your Agreement creates no tenancy interest, leasehold estate or other real property interest in your favor with respect to the accommodation. We are giving you just the right to share with us the use of the Co-Working so that we can provide the services to you. The Agreement is personal to you and cannot be transferred to anyone else. We may transfer the benefit of your Agreement and our obligations under it at any time.

19. Duration

Your Agreement lasts for the period stated in it and will then automatically be extended for successive periods equal to the current term but no less than 3 months until brought to an end by you or by us. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be the market price listed as decided by us. In all other respects your Agreement will renew on the same terms and conditions.

20. Bringing Your Agreement To An End

Either of us can terminate your Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least one month written notice to the other.

However, if your Agreement, extension or renewal is for three months or less and one of us wishes to terminate it, the notice period is two months or if shorter one week less than the period stated in your Agreement, extension or renewal.

21. Ending Your Agreement Immediately

We may put an end to your Agreement immediately by giving you notice if:

a. you become insolvent, go into liquidation or become unable to pay your debts as they fall due,

b. you are in breach of one of your obligations which cannot be put right or which we have given you notice to put right and which you have failed to put right with in fourteen days of that notice , or

c. You conduct, or that of someone at the Co-working with your permission or at your invitation, is in compatible with ordinary office use.

If we put an end to the Agreement for any of these reasons it does not put an end to any then outstanding obligations, you may have and you must:

d. pay for additional services you have used

e. pay the standard fee for the remainder of the period for which your Agreement would have lasted had we not ended it, or (if longer) for a further period of three months, and

f.Indemnify us against all costs and losses we incur as a result of the termination.

22.If The Co-Working Is Not Available

In the unlikely event that we are no longer able to provide the services and spaces at the CoWorking stated in your Agreement then your Agreement will end, and you will only have to pay standard fees up to the date it ends and for the additional services you have used. We will try to find suitable alternative accommodation for you at another Co-Working

23. When Your Agreement Ends

a. Upon your departure or if you, at your option, choose to relocate to a different accommodation within the Co-Working a flat fee (as mentioned or communicated) will be assessed to cover the routine cost of repainting and redecorating the accommodation to return it to its original condition in addition to general maintenance to the common areas of the Co-Working in which you have had access. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If you leave any of your own property in the Co-Working we may dispose of it in any way we chose without owing you any responsibility for it or any proceeds of sale.

b.In order to transition your mail and telephone calls from the Co-Working, you will be automatically entered into a Work station Agreement with us on our standard terms at the time for 3 months. Current contract terms and pricing can be obtained online or through Co-working General Manager.

c.If you continue to use the accommodation when your Agreement has ended:

i. You are responsible for any loss, claim or liability we incur as a result of your failure to vacate on time.

ii. We may, at our discretion, permit you an extension subject to a surcharge on the standard fee.

24.Employees

While your Agreement is in force and for a period of six months after it ends, you must not solicit or offer employment to any of our current employees or anyone who has left our employment in the last 3 months. If you do, we estimate our loss at the equivalent of one year’s salary for each of the employees concerned and you must pay us damages equal to that amount.

25.Notices

All formal notices must be in writing. Client is responsible to keep updated address of record at the centre.

26.Confidentiality

The terms of your Agreement are confidential. Neither of us may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after your Agreement ends.

27. Indemnities

You must indemnify us in respect of all liability, claims, damages, loss and expenses which may arise (except to the extent caused by our gross negligence or willful misconduct).

a.If someone dies or is injured while in the accommodation you are using

b.From a third party in respect of your use of the Co-Working and the services.

c.If you do not comply with the terms of your Agreement, You must also pay any cost, including reasonable legal fees, which we incur in enforcing your Agreement.

28. Data Protection

You agree that we may process, disclose or transfer (including In India or outside or-to other countries which are part of international network from time to time) any personal data which we hold on or in relation to you provided that in doing so we take such steps as we consider reasonable to ensure that it is used only to fulfill our obligations under your Agreement; for work assessment and fraud prevention; or to make available information about new or beneficial products and services offered by us and other organizations which we consider may be of interest to you.

The above shall be subject to the Laws of the Country.

29. Applicable Law:

Your Agreement is interpreted and enforced in accordance with the laws of the state in which the Co-Working in question is located. We both accept the exclusive jurisdiction of the courts shall be Ghaziabad, Uttar Pradesh.

30. FEES

In the following clauses any references to “fees” alone means all of the standard service fees, pay-as-you-use fees, the Business Services price, and the Connectivity Service price.

31. Standard Services

The standard fee, the Co-Working price (if applicable), the Connectivity Service price (if applicable) and the Telecom Services price (if applicable) plus appropriate taxes and all other fees and charges referred to in our service Agreement, in accordance with our published rates which may change from time to time, are invoiced in respect of the services to be provided during the following month in advance in full on the 1st day (or such other day as we designate) of each month. No refund will be given for months of less than 30 days nor will any additional charge be levied for months of more than 30 days. For a period of less than a month, the applicable fee will be applied on a daily basis. You agree to pay promptly all (i) sales, use, excise and any other taxes, surcharges or license fees which you are required to pay to any governmental authority (and, at our request, will provide to use evidence of such payment), and (ii) any taxes paid by us attributable to your Space, including, without limitation, any gross receipts, rent and occupancy taxes, surcharge fees or tangible personal property taxes.

32. Pay-as-you-use Services

Fees for pay-as-you-use services, plus applicable taxes, in accordance with our published rates which may change from time to time, are invoiced in arrears on or around the 10th of the month, in conjunction with the Standard Services referred to above, and are due and payable on the 1st day (or such other day as we designate) of the month following the calendar month in which the additional services were provided.

33. Service Retainer

You will be required to pay a Service Retainer equivalent to 2 months standard service fee on entering into your Agreement. This will be held by us as security for performance of all your obligations under your Agreement. The Service Retainer, or any balance after deducting outstanding fees, and other costs due to us, will be returned to you within 30 days of the date you have settled your account with us in full. We may require you to pay an increased retainer if outstanding fees exceed the Service Retainer held or you frequently fail to pay us when due.

34. Late Payment

If you do not pay fees when due, interest @10% per month will be charged & If total sum not paid in next 15 days then it can lead to termination of agreement.

35. Subordination

Your Agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.

36. Annual Increase

We will increase your current standard service fee on each and any annual anniversary of the start date of your Agreement by 10%. This will only apply to Agreements that have an original start and end date constituting more than a 12-month term. Renewals do not fall under this category and will be reviewed as per clause19 above.

37. FORCE MAJURE

If either party is in breach of this Agreement or in default of its obligations hereunder because it fails to perform or observe any or all of the terms of this Agreement resulting directly or indirectly from causes beyond the reasonable control of such party, such as but not limited to, acts of God, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, explosions, fires, earthquakes, floods, transportation embargos, pandemic, endemic, epidemics, acts of government, its agencies or officers, or any other legitimate cause beyond the reasonable control of the Parties, the party whose performance is affected or is likely to get effected thereby, shall notify the other party of the occurrence of such cause, and the time allowed for performance by the affected party will be extended for the duration of such cause.

However, if as a consequence of such cause, performance by a party under this Agreement shall be prevented for a period longer than two (2) months, then the other party shall have the right to terminate this Agreement after a month’s notice. The terms of termination under this condition will be with no liabilities or penalties.

38. ARBITRATION

In case of any disputes, it shall be referred to and finally resolved by Arbitration by sole arbitrator to be appointed by the Co-Working. The Arbitration proceeding shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act,1996 as may be applicable from time to time or any other enactment replacing it. The Place of Arbitration shall be at New Delhi and the language to be used English. The Arbitration

Award shall be final and binding on the Parties and the Parties agree to be bound thereby and to act accordingly.

39. WAIVER OF RIGHTS

No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the Party against whom the wavier is claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.

40. SEVERABILITY

Each paragraph of this Agreement shall be and remain separate from and independent of and severable from all and any other paragraphs herein except where otherwise indicated by the context of the agreement. The decision or declaration that one or more of the paragraphs are null and void shall have no effect on the remaining paragraphs of this Agreement