1. Product Offering

1.1    Virtual Office: Entitles the Client to receive mail at a Birkdale Office Suites, LLC location specified in this Agreement (“BOS Office”). The Client may use the address of the BOS Office for business correspondence subject to exception in certain locations.

1.2    Virtual Office + Phone: Entitles the Client to a local telephone number determined by Birkdale Office Suites, LLC in the BOS Office, mail at the BOS Office address, personalized call answering service during normal business hours, and after business hours and weekend voicemail access or call forwarding.

1.3     On-Demand Plus, On-Demand Presence, and On-Demand Prefferred: Includes all services detailed in section 1.2. In addition the Client is entitled to receive faxes at the BOS Office. In addition, the client is entitled to receive usage of an office or meeting room for a pre-determined period of time.  The number of hours is based on the precise On-Demand office package that is chosen.

2. This Agreement

2.1    Comply with House Rules: The Client must comply with any House Rules which Birkdale Office Suites, LLC imposes generally on users of the BOS Office. Such rules are developed and/or imposed to protect Client’s use of the BOS Office for work. The House Rules include restriction imposed by the property owner.

2.2    AUTOMATIC RENEWAL: ALL PERIODS SHALL RUN TO THE LAST DAY OF THE MONTH IN WHICH THEY WOULD OTHERWISE EXPIRE. THE FEES ON ANY RENEWAL WILL BE AT THE THEN PREVAILING MARKET RATE.

2.3    CANCELLATION: EITHER BIRKDALE OFFICE SUITES, LLC 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 TWO MONTHS (60 DAYS) WRITTEN NOTICED TO THE OTHER.

2.4    Ending this Agreement immediately: To the maximum extent permitted by applicable law, Birkdale Office Suites, LLC may put an end to this Agreement immediately by giving the Client notice and without need to follow any additional procedure if (a) the Client because insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) the Client is in breach of one of its obligations which cannot be put right, or (c) its conduct, or that of someone at the BOS Office with its permission or invitation, is incompatible with ordinary office use which shall be determined at Birkdale Office Suites, LLC’s sole discretion and (i) such conduct is repeated despite the Client having been given a warning or (ii) such conduct is material enough (in Birkdale Office Suites, LLC’s opinion) to warrant immediate termination. 

    If Birkdale Office Suites, LLC puts an end to this Agreement for any of these reasons it does not put an end to any outstanding obligations, including the payment of any additional services used, requested or required under the agreement as well as the monthly fee for the remainder of the period for which this Agreement would have lasted if Birkdale Office Suites, LLC had not ended it. 

2.5    If BOS Office is no longer available: In the event that Birkdale Office Suites, LLC is no longer able to provide the services at the BOS Office stated in this Agreement then this agreement will end and the Client will only have to pay monthly fees up to the date it ends and for the additional services the Client has used. Birkdale Office Suites, LLC will try to find suitable alternative for the Client at another Provider Center. 

2.6    Employees: While this Agreement is in force and for a period of six months after it ends, neither Birkdale Office Suites, LLC nor the Client may knowingly solicit or offer employment to any of the other’s staff employed in the BOS Office. This obligation applies to any employee employed at the BOS Office up to that employee’s termination of employment, and for three months thereafter. It is stipulated that the breaching party shall pay the non-breaching party the equivalent of six months’ salary for any employee concerned. Nothing in this clause shall prevent either Birkdale Office Suites, LLC or the Client from employing an individual who responds in good faith and independently to an advertisement which is made to the public at large. 

2.7    Notices: All formal notices must be in writing, which may include email, to the address on file with Birkdale Office Suites, LLC. It is the Client’s responsibility to keep their address, and email address, of record up to date with the BOS Office at all times.

2.8    Confidentiality: The terms of this Agreement are confidential. Neither Birkdale Office Suites, LLC nor the Client may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues for a period of 3 years after this Agreement ends. 

2.9    Applicable law: This Agreement is interpreted and enforced in accordance with the law of jurisdiction and venue of the North Carolina Superior Court in Mecklenburg County, North Carolina. All dispute resolution proceedings will be conducted in Mecklenburg County, North Carolina. If any provision of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force. 

3. Compliance

3.1    Compliance with the law: 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 BOS Office. The Client must not do anything that may interfere with the use of BOS Office by Birkdale Office Suites, LLC or by others, (including but not limited to political campaigning or immoral activity), cause any nuisance or annoyance, increase the insurance premiums Birkdale Office Suites, LLC has to pay, or cause loss of damage to Birkdale Office Suites, LLC (including damage to reputation) or to the owner of any interest in the building which contains BOS Office the Client is using. Both the Client and Birkdale Office Suites, LLC shall comply at all times with all relevant anti-bribery and anti-corruption laws.

3.2     If Birkdale Office Suites, LLC has been advised by any government authority or other legislative body that it has reasonable suspicion that the Client is conduction criminal activities from BOS Office then Birkdale Office Suites, LLC shall be entitled to terminate this agreement with immediate effect.

3.3     The Client acknowledges that (a) the terms of this clause are a material inducement in Birkdale Office Suites, LLC’s execution of this agreement and (b) any violation by the Client of this clause shall constitute a material default by the Client hereunder, entitling Birkdale Office Suites, LLC to terminate this agreement, without further notice or procedure.

3.4     Birkdale Office Suites, LLC may collect and process personal data from and of the Client to administer contractual relationship, ensure compliance with applicable laws and regulations, and enable Birkdale Office Suites, LLC to provide its services and to manage its business. The Client acknowledges and accepts that such personal data may be transferred or made accessible to third parties Birkdale Office Suites, LLC contracts with, wherever located, for the purposes of providing the services herein.

3.5    Forms & Identification: The Client will be required to provide a copy of a current driver’s license or other government issued identification AND a secondary document or form of identification showing Client’s current address. Client will be required to provide current contact information and a properly completed and notarized USPS Form 1583 for the activation of the services.

4. Use

4.1    The Client must not carry on a business that competes with Birkdale Office Suites, LLC’s business of providing serviced office accommodations, virtual offices or its ancillary services. 

4.2    The Client’s name and address: The Client may only carry on that business in its name or some other name that Birkdale Office Suites, LLC previously agrees. 

4.3    Use of BOS Office Address: The Client may use the BOS Office address as its business address. The Client is not permitted to use the address of the BOS Office as their registered office address unless permitted by law and Birkdale Office Suites, LLC and (if relevant) by local compliance rules. Any other uses are prohibited without Birkdale Office Suites, LLC’s prior written consent.

4.3    At no time shall the Client use the BOS Office address for any company name or related organization that Birkdale Office Suites, LLC was not notified of.  Additional companies and organizations must be contracted with Birkdale Office Suites, LLC to use its address or BOS Office facilities.

4.4    Meeting Room, Day Office, and On-Demand Reservations: The Client may reserve time in the conference rooms and day offices furnished by Birkdale Office Suites, LLC.  And additional charges for rooms will be billed along with Client charges at rates then determined by BOS Office. The Client must reserve conference rooms in advance, in increments of no less than sixty (60) minutes. Cancellation of conference room reservations must be given at least three business days in advance.

5. Birkdale Office Suites, LLC’s Liability

To the maximum extent permitted by applicable law, Birkdale Office Suites, LLC will not be liable for any loss sustained as a result of Birkdale Office Suites, LLC’s failure to provide a service as a result of any mechanical breakdown, natural disaster, fire, flood, strike, or termination of Birkdale Office Suites, LLC’S interest in the building containing BOS Office. THE CLIENT EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY CLAIM FOR DAMAGES, DIRECT, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS, REVENUE, PROFITS OR DATA FOR ANY REASON WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY FAILURE TO FURNISH ANY SERVICE PROVIDED HEREUNDER, ANY ERROR OR OMISSION WITH RESPECT THERETO, FROM FAILURE OF ANY AND ALL COURIER SERVICE TO DELIVER ON TIME OR OTHERWISE DELIVER ANY ITEMS (MAIL, PACKAGES, ETC.), OR ANY INTERRUPTION OF SERVICES. 

6. Fees

6.1    Taxes and charges: The Client agrees to pay promptly (i) all sales, use, excise and any other taxes and license fees which the Client is required to pay to any governmental authority (and, at Birkdale Office Suites, LLC’s request, will provide to Birkdale Office Suites, LLC evidence of such payment) and (ii) any taxes paid by Birkdale Office Suites, LLC to any governmental authority that are attributable to the accommodation, where applicable, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees. 

6.2    Service Retainer/Deposit: The Client will be required to pay a service retainer/deposit equivalent to one month of the monthly fee upon entering into this Agreement unless a greater amount is specified on the front of this agreement. This will be held by Birkdale Office Suites, LLC without generating interest as security for performance of all the Client’s obligations under this Agreement. The service retainer/deposit or any balance will be returned to the Client when the Client has settled its account which includes deducting outstanding fees and other costs due to Birkdale Office Suites, LLC. Birkdale Office Suites, LLC may require the Client to pay an increase retainer/deposit if outstanding fees exceed the service retainer/deposit held and/or the Client frequently fail to pay Birkdale Office Suites, LLC’s fee when due.

6.3    Payment: Birkdale Office Suites, LLC will send all invoices electronically (where allowed by law) and the Client will make payments via an automated method such as Direct Debit or Credit Card, wherever local banking systems permit unless another form of payment is offered to the Client as a qualified and current key account.

6.4    Late payment: If the Client does not pay fees when due, a fee will be charged on all overdue balances.  If the Client disputes any part of an invoice the Client must pay the amount not in dispute by the due date or be subject to late fees. Birkdale Office Suites, LLC also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its accommodation, where applicable) while there are any outstanding fees and/or interest or the Client is in breach of this Agreement. 

6.5    Insufficient Funds: The Client will pay a fee for any returned check or any other declined payments due to insufficient funds.

6.6    If this agreement is for a term of more than 12 months, Birkdale Office Suites, LLC will increase the monthly office fee on each anniversary of the start date.  If there is a negative index rate, prices will not be decreased. Renewals are calculated separately from annual indexation increases. Month to Month agreements will be charged the current market rate for the services.

6.7    Standard services: The monthly fee and any recurring services requested by the Client are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by Birkdale Office Suites, LLC at the specified rates for the duration of this Agreement (including any renewal).  Where a daily rate applies, the charge for any such month will be 30 times the daily fee. For a period of less than a month the fee will be applied on a daily basis.

6.8    Pay-as-you-use and Additional Variable Services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with Birkdale Office Suites, LLC’s published rates which may change from time to time, are invoiced in arrears and payable the month following the calendar month in which the additional services were provided.

6.9    Discounts, Promotions and Offers: If the Client benefited from a special discount, promotion or offer, Birkdale Office Suites, LLC may discontinue that discount, promotion or offer without notice if the Client materially breaches these terms and conditions. 

6.10    Should the Client and/or its clients, guests, visitors and other associated individuals damage the BOS Office facilities or the surrounding building, BOS Office shall have the right to bill the Client for the total cost of repairs, plus 15% to cover Birkdale Office Suites LLC’s administration costs.