1. OVERVIEW
1.1 Nature of this Agreement: This agreement is a mere permission for the Member to use the Premises and other facilities of FlexSpace. The whole of FlexSpace remains in Development Theory LLC's control. No tenancy, right to title, or interest and/or possession whatsoever is created or intended to be created by this agreement in favor of the Member. Development Theory LLC is giving the Member the right to use of FlexSpace on these terms and conditions in order to provide services to the Member. The Member agrees not to assign or sublet the use of FlexSpace to another, or attempt to transfer this agreement.
1.2 Duration: This agreement lasts for the period of time stated in the membership plan. If a monthly membership plan was purchased, at the end of the membership plan, the plan and this agreement will be extended automatically, on a month to month basis, until brought to an end by the Member or Development Theory LLC. The fees on any renewal will be at the then prevailing market rate, until and unless otherwise agreed to by Development Theory LLC in writing.
1.3 Term Commencement Date of the Agreement: The obligations as per this agreement will commence from the membership plan date, and to clarify, these obligations are independent of actual occupation / use of the Premises by the Member.
1.4 Jurisdiction: Civil courts or arbitrators in the county in which Development Theory LLC is based 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 law of the place where the relevant FlexSpace is located.
1.5 Costs: In addition to membership plan fees, the Member must also pay all reasonable costs relating to this agreement, including any legal costs whatsoever, and any bank charges payable to Development Theory LLC in respect of the fee, and other amounts received by Development Theory LLC from the Member pursuant to this agreement. The Member must also pay any reasonable and proper costs including legal fees that Development Theory LLC incurs enforcing this agreement.
1.6 Notices: All formal notices must be in writing and:
1.6.1 Shall be deemed to have been served on the Member if delivered to the Premises or posted to the last known address of the Member and in the latter case shall be deemed to have been served on the third working day after posting. It is expected of the Member that they keep their communication address updated at all times.
1.6.2 Shall be deemed to have been served on Development Theory LLC if delivered to the Manager of the FlexSpace where the Member has taken premises or posted to the address of the FlexSpace and in latter case shall be deemed to have been served on the third working day after posting.
1.7 Inspection and Maintenance: Development Theory LLC may need to enter the FlexSpace premises and may do so at any time, regardless of whether the Member is currently using the Premises or not. However, unless there is an emergency, Development Theory LLC will attempt to notify the Member verbally or electronically in advance when Development Theory LLC needs to access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. Development Theory LLC will also endeavor to respect the reasonable security procedures to protect the confidentiality of the Member's business.
1.8 Taxes: The Member shall be liable to bear and promptly pay all local and other governmental taxes (as may be levied at present and/or which may be levied at any future date) in respect of the membership plan fee and/or services (including but not limited to sales tax and VAT). All amounts mentioned in this agreement as payable by the Member to Development Theory LLC are exclusive of such taxes.
1.9 Insurance: It is the Member's responsibility to arrange insurance of its own property which it brings in to the FlexSpace and for its own liability to its self, employees, and to third parties.
1.10 Identification Documents: The Member agrees to provide all documents pertaining to the identification of their business and of the person executing this agreement, as deemed relevant by Development Theory LLC for the purpose of verification of legitimate existence of the Member and/or their business. Member authorizes Development Theory LLC to conduct verification of legitimate existence of Member's business and/or standard business verification to execute the agreement.
2. COSTS, FEES, AND PAYMENTS
2.1 Monthly Fee: The monthly fee, per month, shall be payable monthly in advance, on the anniversary the membership plan was purchased each and every month, to Development Theory LLC; and in respect of any broken period a pro-rata adjustment shall be made.
2.2 Standard Services: Standard recurring services requested by the Member 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. The fees on any renewal will be at the then prevailing market rate, until and unless otherwise agreed to by Development Theory LLC in writing. The Member must provide one months' notice to Development Theory LLC in writing to terminate such standard recurring services.
2.3 Additional Variable Services: Development Theory LLC may provide additional services directly or through a business affiliate. Such services will be billed in arrears at the end of each month, as per usage, and are due within seven days from the date of the invoice. Fees for such services, plus applicable taxes, will be applicable in accordance with Development Theory's published rates which may change from time to time.
2.4 Set-Up Fees: On monthly membership plans, the Member will be charged a set-up and training fee. Development Theory LLC will provide the member with training on the services and uses of the FlexSpace.
2.5 Renewal: Development Theory LLC reserves the right to increase its fees to the current prevailing market rate as conditions warrant. These price increases will take effect at the Member's next renewal as per Clause 1.2 above.
2.6 Invoices: Development Theory LLC will send all invoices for FlexSpace electronically (where allowed by law). Notification of invoices shall constitute a demand for payment.
2.7 Invoice Disputes: In case of any dispute in any charges levied under "Standard Services" or "Additional Variable Services", the Member must notify Development Theory LLC in writing of such disputed amount and the reasons for it within seven days of the date of the invoice. The Member must pay the amount not in dispute by the due date or be subject to late fees. Development Theory LLC and the Member will endeavor to resolve, by mutual discussion, the disputed portion of the charges for services within one week of receiving a notice from the Member.
2.8 Late Payment: In the event of delay in making payment of the monthly fee or services, the Member shall be liable to pay "default-interest" on the amount due at the rate of 5% per month. Declined credit cards and dishonored checks will have a fee of $25. The Member shall bear all bank charges. Development Theory LLC also reserves the right to withhold services (including for the avoidance of doubt, denying the Member access to its premises, where applicable) while there are any outstanding fees and/or interest or the Member is in breach of this agreement.
3. USE
3.1 The Member's Name and Address: The Member may only carry on that business in its name or some other name that Development Theory LLC previously agrees. Should the Member choose to use the services provided by Development Theory LLC at its FlexSpace(s) for an additional company, an additional charge per month and per company name may apply.
3.2 Use of the FlexSpace Address: The Member may use the FlexSpace address as its business address only. Any other uses are prohibited without Development Theory LLC's prior written consent.
3.3 Installations in the Premises: The Member may not install any cabling, IT or telecom connections, shelving, fixtures, etc. without Development Theory LLC's prior written consent. As a condition to such consent, the Member must permit Development Theory LLC to oversee any installations and to verify that such installations do not interfere with the use of premises by other members, Development Theory LLC, or any landlord or other tenant of the building.
3.4 Alterations to the Premises: The Member shall not make any alterations or additions in the Premises without prior written consent of Development Theory LLC.
3.5 Access: The Member will have access to the premises during the stated business hours of the FlexSpace. These business hours may be subject to change. Development Theory LLC will endeavor to inform the Member of any changes to business hours at least five business days in advance.
3.6 Group Membership: Each membership plan is valid for one person, regardless of whether that Member works for a company with additional employees. Memberships are non-transferrable. Multiple Members that are employees for the same company are encouraged, although with their own membership plans.
3.7 Smoking and Drinking Alcoholic Beverages: The Member agrees not to smoke inside the FlexSpace. Alcoholic beverages are not allowed when using the shared open work areas, but are permissible during privately reserved group events hosted in the FlexSpace.
3.8 Use of Equipment and Facilities: The Member shall utilize the equipment and facilities provided in the FlexSpace and surrounding property with due care and caution. The Member will be liable for all damage or destruction caused by it to the equipment and facilities provided in the FlexSpace and surrounding property.
3.9 Compliance: The Member must comply with all relevant laws and regulations in the conduct of its business. The Member must do nothing illegal in connection with the use of the FlexSpace. The Member must not do anything that may interfere with the use of the FlexSpace by Development Theory LLC or others, cause of nuisance or annoyance, increase the insurance premiums that Development Theory LLC has to pay, or case loss or damage to Development Theory LLC (including damage to reputation) or to the owner of any interest in the building which contains the FlexSpace the Member is using.
3.10 Liability for Damage: The Member is liable for any damage caused by it or by those in the FlexSpace with the Member's permission or at the Member's invitation whether express or implied, including but not limited to employees, contractors, agents, guests, or other persons present on the premises. The Member agrees to repair in a proper way any such damage and if the client fails to do so, Development Theory LLC may do so at the Member's expense.
4. TERMINATION OF THE AGREEMENT
4.1 Notice: Either Development Theory LLC or the Member 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 months' 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 Member shall not be entitled to terminate this agreement prior to the expiry of its term (initial, extension, or renewal).
4.2 Ending this Agreement Immediately: Development Theory LLC may put an end to this agreement immediately, to withhold services, and re-enter the premises by giving the Member notice and without the need to follow any additional procedure, if:
4.2.1 The Member becomes insolvent, bankrupt, goes into liquidation, or becomes unable to pay its debts as they fall due, or
4.2.2 The Member is in breach of one of its obligations, including but not limited to payment of monthly fees and services, which cannot be put right, or Development Theory LLC have given the Member notice to put right and which the Member has failed to put right within fourteen days of that notice, or
4.2.3 Its conduct or that of someone at the FlexSpace with its permission or invitation, is incompatible with ordinary office use.
4.3 Outstanding Obligations After Termination: If Development Theory LLC puts an end to the agreement for any of the reasons listed in Clause 4.2, 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 Development Theory LLC had not ended it.
4.4 Handing Over of the Premises:
4.4.1 The Member 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; vacate and hand back the premises and at the same time hand over all keys and access cards.
4.4.2 The Member shall remove from the premises their fixtures and equipment, and provided that any damage or defacement is occasioned to any part of the FlexSpace in the course of such removal, the same shall be remedied by the Member immediately and at their own expense. If the Member fails to do so, Development Theory LLC may do so at the Member's expense. If the Member leaves any property in the FlexSpace, Development Theory LLC may dispose of it at the Member's cost in any way Development Theory LLC chooses without owing the Member any responsibility for it or any proceeds of sale.
4.4.3 The Member must leave the FlexSpace in the same condition as it was when the Member took it. An exit fee will be charged upon the Member's departure or if the MEmber, at its option, chooses to relocate to different rooms within the FlexSpace. Development Theory LLC reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear.
4.5 Default in Vacating the Premises: If the Member defaults in vacating the premises when this agreement has ended the Member is responsible for any loss, claim, or liability Development Theory LLC incurs as a result of the Member's failure to vacate on time. Development Theory LLC will also be at liberty to remove the articles and belongings of the Member from the premises at the risk and cost of the Member. Development Theory LLC may, at its discretion, permit the Member an extension, subject to a surcharge on the monthly membership plan fee.
4.6 Force Majeure: In the event the FlexSpace or 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 Development Theory LLC giving to the Member notice in writing to that effect. Development Theory LLC shall within two weeks of giving notice that this agreement has come to an end for the reasons aforesaid refund to the Member the monthly membership fees paid by the Member 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 Member under this agreement.
5. LIABILITY AND DISCLAIMER
5.1 Development Theory LLC will not in any circumstance 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 Development Theory LLC otherwise agrees in writing.
5.2 Subject to gross negligence and deliberate misconduct, Development Theory LLC and 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 Member in the Premises by the caretaker or cleaners or any employees, agents, or invitees of Development Theory LLC.
5.3 Development Theory LLC shall not be responsible for any loss, damage, corruption or data, or any loss of information whether from hardware, software, or internet damage that may occur to the Member during the term of this agreement. Development Theory LLC shall not be responsible for any loss, damage or loss of information resulting from communications or data failure including voice, communication, and the internet.
5.4 Subject to gross negligence and deliberate misconduct, Development Theory LLC is not liable for any loss as a result of Development Theory LLC's failure to provide a service as a result of mechanical breakdown, strike, termination of Development Theory LLC's interest in the building containing the FlexSpace or otherwise.
5.5 In no event shall Development Theory LLC be liable for any loss or damage until the Member provides written notice and gives Development Theory LLC a reasonable time to put it right.
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