Terms & conditions
1.1
Nature of this agreement: This Licence Agreement is personal to the Parties hereto and is strictly not assignable by the Client and the Client shall not share or part with possession of this agreement or any part thereof. Iconic and this agreement gives the client no legal or equitable interest in the property, other than the right to share the business centres facilities with Iconic and any other entities appointed and authorised by Iconic.
1.2
(The) Client unreservedly confirms that it did not rely upon any warranty or representation made by Iconic in entering into this agreement except those that are expressly set out in this agreement.
1.3
All notices must be in writing: Notices to the Client will be considered served if handed personally or emailed to the legal representative or authorised representative of the business who was the signatory to this agreement. Notices to Iconic will be considered served if mailed by registered mail to Iconic’s registered address or by email to one of its nominated Centre Managers, Community Leads or to a Director of the company.
1.4
Where the Client comprises more than one individual such individuals shall be jointly and severally liable to observe and perform the Client’s obligations under this License Agreement.
House Rules
1.5
Comply with House Rules: It is a condition of the within Agreement that Client is subject to full compliance and adherence to all House Rules imposed by Iconic. A copy of said House Rules has been furnished to Client before entering into this Agreement. By execution hereof Client agrees to comply in full with the terms of said House Rules. Iconic reserves the right to amend said House Rules from time to time and will furnish copy of same to Client. Client and all authorised and appointed employees, agents, servants and invitees must comply with all applicable House Rules at all times.
Automatic Renewal Option
1.6
Duration: This agreement lasts for the period stated herein and then will be extended automatically for successive periods equal to the current term but no less than 3 months until said Term is terminated by the Client or by Iconic. 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 as notified by Iconic.
Terminating the agreement
1.7
Bringing this agreement to an end: No later than three (3) months before the end of the Term notice must be given in writing either by Iconic or the Client to the other Party notifying the other Party that they intend to terminate this agreement at the end date stated in it, or at the end of any extension or renewal period. If an automatic renewal has been applied the termination will be effective at the end of the term stipulated in the automatic renewal. However, if this agreement, extension or renewal is for three months or less and either Iconic or the Client wishes to terminate it, the notice period is two months or (if two months or shorter) two weeks less than the period stated in this agreement. The Client will be released from their obligations under this License and allowed to terminate prior to the end date of this License subject to the Client paying Iconic the full agreement obligation for the unexpired term, together with all other outstanding invoices. Upon settlement of these terms, the Deposit will then subsequently be refunded to the Client within 30 days of payment.
1.8
Ending this agreement immediately: To the maximum extent permitted by applicable law, Iconic 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 becomes 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 which Iconic have given the Client notice to put right and which the Client has failed to put right within fourteen (14) days of that notice, or (c) its conduct, and that of any party authorised and appointed and or invited by it or that of someone at the Centre with its permission or invitation, is incompatible with ordinary office use . If Iconic puts an end to this agreement for any of these reasons it does not put an end to any outstanding obligations, including additional services used and the monthly licence fee for the remainder of the period for which this agreement would have lasted if Iconic had not ended it.
1.9
If the Centre is no longer available: In the event that Iconic is permanently unable to provide the services and accommodation(s) at the Centre stated in this agreement, then this agreement will end and the Client will only have to pay monthly licence fees up to the date it ends and for the additional services the Client has used. Iconic will attempt to find suitable alternative accommodation(s) for the Client at another Iconic Centre only. If no alternative within the Iconic Offices portfolio is deemed suitable by either party then client is released from its obligations as stated and Iconic shall have no further obligation or responsibility to Client.
1.10
When this agreement terminates the Client shall vacate the accommodation(s) immediately, leaving the accommodation(s) in the same condition as it was when the Client entered the premises. Upon the Client’s departure or if the Client, at its option, chooses to relocate to different rooms/workstations within the Centre, Iconic may charge an Office Restoration Service fee to cover normal cleaning and to return the accommodation(s) to its original state. This fee will differ by centre and is listed in the House Rules. Iconic reserves the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If the Client leaves any property in the Centre Iconic may dispose of it at the Client’s cost in any way Iconic chooses without owing the Client any responsibility for it or any proceeds of sale. When a Client vacates its accommodation(s) the Client must establish a mail redirection service with An Post for a minimum of 3 months. If the Client continues to receive mail at the centres address after this agreement has ended, Iconic will not be responsible for any loss, claim or liability incurred as a result of the Client’s failure to redirect their mail. All correspondence received post a Client moving out will be disposed of within 24 hours of it being received at the centre.
1.11
Keys and passes: On or before the expiry of this agreement the Client must return to Iconic all keys and other means of access to the office and the building. Whenever any key(s) or other means of access is lost the Client is to report such loss forthwith to Iconic and incur the cost to replace such key(s) or other means of access as well as the cost of replacing any lock/keys changed by Iconic for other tenants.
Communication with employees and Iconic
1.12
Employees: While this agreement is in force and for a period of six months after it ends, neither Iconic nor the Client may knowingly solicit or offer employment to any of the other’s staff employed in the Centre or by Iconic. This obligation applies to any employee employed at the Centre up to that employee’s termination of employment, and for three months thereafter. Nothing in this clause shall prevent either party from employing an individual who responds in good faith and independently to an advertisement, which is made to the public at large.
1.13
Anti-competitive behaviour: By way of commission payable to Iconic by the Client, the Client agrees that, in the event that the Client entices, convinces or otherwise causes an existing client of Iconic to vacate the centre to pay to Iconic a commission equal to 6-month’s rental of the business/individual that has been enticed or convinced to vacate the premises.
Confidentiality and enforcing the agreement.
1.14
Confidentiality: The terms of this agreement are confidential. Neither Iconic nor the Client must 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.
1.15
Applicable law: This agreement is interpreted and enforced in accordance with Irish laws. Iconic and the Client both accept the exclusive jurisdiction of the courts of such jurisdiction. If any provision of these terms and conditions is held void or unenforceable under the applicable law, the other provisions shall remain in force.
This agreement
2.1
Furnished office accommodation(s): Iconic is to provide the number of serviced and furnished office accommodation(s) for which the Client has agreed to pay in the Centre as stated in this agreement. This agreement lists the accommodation(s) Iconic has initially allocated for the Client’s use. Where a Client takes less than 100% of a centre the Client will have a non-exclusive right to the rooms allocated to it. Occasionally Iconic may need to allocate different accommodation(s), but these accommodation(s) will be of reasonably equivalent in quality and size and Iconic will notify the Client with respect to such different accommodation(s) at least 30 days in advance.
2.2
Office Services: Iconic is to provide during normal opening hours or where permitted by the centre 24 x 7 access. The complimentary services provided are, daily cleaning of common areas, daily cleaning of office where the centre is deemed “fully serviced” lighting, heating, electricity & reasonable public liability, “Meet and greet” reception services are provided in some locations and the reception in specific locations will be manned 9am to 5pm Monday to Friday with the exception of Bank and National Holidays. . If Iconic decides that a request for any particular service is excessive, it reserves the right to charge an additional fee determined at the time of request. Clients can only utilise the address that is reflected in their current agreement and each Client is responsible for the collection of mail from the communal letterbox supplied by the centre unless the location has a fully manned reception, in which instance the reception team will hold post for collection by clients at the front desk.
2.3
Iconic IT: ICONIC DOES NOT MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF ICONIC’ NETWORK (OR THE INTERNET) OR OF ANY INFORMATION THAT THE CLIENT PLACES ON IT. The Client should adopt all prudent security measures it believes are appropriate to its circumstances. Iconic offers no guarantee whatsoever that a particular degree of availability will be attained in connection with the Client’s use of Iconic’ network (or the internet). The Client’s sole and exclusive remedy shall be the remedy of such failure by Iconic within a reasonable time after written notice. Iconic, via their appointed IT contractor, provide the preparation of each individual suite so that each company has: a) their own secure and private network (VLAN) b) access to both a shared building Wireless Private and Guest network c) shared Internet Connectivity with other companies in the building. If a client has any requirement outside of these three items they should contact, or have their IT company contact, Iconic’s appointed IT contractor to discuss the specific requirements. Additional charges may apply where specific or specialised IT work is required.
2. Services and obligations
3.1
Access to the accommodation(s): Iconic employees may need to enter the Client’s accommodation(s) and may do so at any time. However, unless there is an emergency or the Client has given notice to terminate, Iconic will attempt to notify the Client(s) verbally or electronically in advance when Iconic needs access to carry out viewings (where the client has given notice to terminate), testing, repair or works other than routine inspection, cleaning and maintenance. Iconic will also endeavour to respect reasonable security procedures to protect the confidentiality of the Client’s business.
3.2
Availability at the start of this agreement: If for any reason Iconic cannot provide the accommodation(s) stated in this agreement by the date when this agreement is due to start it has no liability to the Client for any loss or damages but the Client may cancel this agreement without penalty. Iconic will not charge the Client the monthly licence fee for accommodation(s) the Client cannot use until it becomes available. Iconic may delay the start date of this agreement provided it provides to the Client alternative accommodation(s) that shall be at least of equivalent size to the accommodation(s) stated in this agreement.
3. Providing the services
4.1
The Client must not alter any part of its accommodation and must take good care of all parts of the centre, its equipment, fixtures, fittings and furnishings which the Client uses. The Client is liable for any damage caused by its employees, contractors, agents or other persons invited to the premises by the Client.
4.2
Office furniture and equipment: The Client must not install any cabling, IT or telecom connections without Iconic’ consent, which Iconic may refuse at its absolute discretion. Iconic Offices will charge a separate fee should a client which to install an internet line separate to that provided by Iconic. This fee is €35 per person and should be considered an infrastructural fee. As a condition to Iconic’ consent, the Client must permit Iconic to oversee any installations (for example IT or electrical systems) and to verify that such installations do not interfere with the use of the accommodation(s) by other Clients or Iconic or any landlord of the building. On exiting the premises the Client is to reinstate the premises to the original condition it was in prior to the building works commencing.
4.3
Insurance: It is the Client’s responsibility to arrange insurance for its own property which it brings in to the Centre and for its own liability to its employees and to third parties. Iconic strongly recommends that the Client put such insurance in place.
4.4
Security: Where Iconic Business Centres are unmanned they rely 100% on its occupants to securely lock the premises upon exiting the centre. It is the sole responsibility of the last person exiting the centre to securely turn off the lights and lock all windows and doors. In the case of an incident occurring failure to comply by the terms of this may result in liability being placed on the Client responsible.
4. Accommodation(s)
5.1
The Client must only use the accommodation(s) for office purposes. Office use of a “retail” or “medical” nature, involving frequent visits by members of the public, is not permitted unless permission is given in writing by Iconic. Residing overnight in the premises is also not permitted.
5.2
The Client must not carry on a business that competes with Iconic’ business of providing serviced office accommodation(s) or its ancillary services.
5.3
The Client’s name and address: The Client may only carry on that business in its name or some other name that Iconic previously agrees on.
5.4
Use of the Centre Address: The Client may use the Centre address as its business address. Any other uses are prohibited without Iconic’ prior written consent.
5. Use
6.1
Comply 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 Business Centre. The Client must not do anything that may interfere with the use of the Centre by Iconic or by others, cause any nuisance or annoyance, increase the insurance premiums Iconic has to pay, or cause loss or damage to Iconic (including damage to reputation) or to the owner of any interest in the building which contains the Centre the Client is using. The Client acknowledges that (a) the terms of the foregoing sentence are a material inducement in Iconic’ execution of this agreement and (b) any violation by the Client of the foregoing sentence shall constitute a material default by the Client hereunder, entitling Iconic to terminate this agreement, without further notice or procedure.
6.2
The Client acknowledges and accepts that its personal data may be transferred or made accessible to all entities of the Iconic group, wherever located, for the purposes of providing the services herein.
6. Compliance
7.1
The extent of Iconic’ liability: To the maximum extent permitted by applicable law, Iconic is not liable to the Client in respect of any loss or damage the Client suffers in connection with this agreement, with the services or with the Client’s accommodation(s) unless Iconic has acted negligently in causing that loss or damage. Iconic is not liable for any loss as a result of Iconic’ failure to provide a service as a result of mechanical breakdown, strike, termination of Iconic’ interest in the building containing the Centre or otherwise unless Iconic is negligent. In no event shall Iconic be liable for any loss or damage until the Client provides Iconic written notice and gives Iconic a reasonable time to put it right. If Iconic is liable for failing to provide the Client with any service under this agreement then subject to the exclusions and limits set out immediately below Iconic will pay any actual and reasonable expenses the Client has incurred in obtaining that service from an alternative source. If the Client believes Iconic has failed to deliver a service consistent with these terms and conditions the Client shall provide Iconic written notice of such failure and give Iconic a reasonable period to put it right.
7.2
EXCLUSION OF CONSEQUENTIAL LOSSES, ETC.: ICONIC 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 ICONIC OTHERWISE AGREES IN WRITING. ICONIC STRONGLY ADVISES THE CLIENT TO INSURE AGAINST ALL SUCH POTENTIAL LOSS, DAMAGE, EXPENSE OR LIABILITY.
7. Iconic's liability
8.1
Taxes and miscellaneous charges: The Client agrees to pay the VAT applicable to each invoice submitted by Iconic to the Client.
8.2
Service Retainer/ Security Payment : The Client shall pay to Iconic no later than 2 business days after the contract is signed the prepayment as specified in the agreement as security against all obligations entered into by the Client in this agreement. The Service Retainer / Security Payment is to be returned to the Client provided that the Client has complied with its obligations under this agreement, and subject to the deduction of an amount in respect of any outstanding invoices or deductions, and will be refundable 30 days after the end day of this agreement, or receipt of bank details for the return, whichever is later. Iconic is not required under regulation to hold these funds on account, but this does not negate Iconic from its responsibilities to return of same. Iconic also may opt to offer a rent free period prior to the expiry of this term or any subsequent terms in lieu of part or all of the Service Retainer/security payment. Neither the giving of the Service Retainer / Security Payment nor any deduction from it by Iconic shall relieve the Tenant from any of its obligations under this agreement or otherwise limit Iconic’s right to recover against the Client for any breach of this agreement. Should the Service Retainer / Security Payment not be received by Iconic within 2 working days of the signing of the agreement, the agreement shall be considered null and void.
8.3
Iconic may require the Client to pay an increased Service Retainer/ Security Payment if outstanding fees exceed the Service Retainer/ Security Payment held and/or the Client frequently fails to pay Iconic when due.
8.4
The Client will be charged an office set up fee per occupant. Fee amounts are located in the House Rules and within the proposal documents which can be requested at any time.
8.5
Payment: The monthly office fee and any recurring services requested by the client will be payable monthly and in advance. Unless otherwise agreed in writing these recurring services will be provided by Iconic at the specified rates for the duration of this agreement (including renewal). Payment will be due on the or before the 25th of each month. Pay-as-you-use services (published rates may change from time to time) plus applicable taxes are invoiced in arrears and are payable the 25th of the month following the calendar month in which the additional services were provided.
8.6
In the event that the Client does not pay the total amount as stated on an invoice by the stipulated date Iconic shall be entitled to:
-
On the 5th day of the new month withdraw and stop partial or all services provided by Iconic including, but not limited to internet, telephone and electricity services
-
On the 11th day of a new month enter the office and change the locks/keys without prior notice.
-
Claim all costs including legal fees associated with recovering all monies owed to Iconic from the Client.
-
Register the company name and its directors with credit rating agencies if monies remain outstanding for more than 30 days.
8.7
Late payment Fee: If Client has not paid their account in full with cleared funds by the due date, a late payment fee will be charged on the account. This fee will be €36.90 inc. VAT plus a 5% penalty 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. Iconic also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its accommodation(s)) while there are any outstanding fees and/or interest or the Client is in breach of this agreement.
8.8
Insufficient Funds: The Client will pay a fee for any returned cheque or any other declined payments due to insufficient funds. This fee will be €36.90 inc VAT.
8.9
Standard services: The monthly licence 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 Iconic 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.
8.10
Pay-as-you-use and additional variable services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with Iconic’ 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.
8.11
Discounts, Promotions and Offers: If the Client benefited from a special discount, promotion or offer, Iconic may discontinue that discount, promotion or offer without notice if the Client breaches these terms and conditions or becomes overdue on two or more occasions. On the renewal of an agreement these benefits will expire.
8. Fees
12.1
A coworking referral is on the basis of a minimum 12-month contract to a maximum of €250 reward in the form of One4all vouchers.
The referral reward will be issued 30 days after the contract is provided, signed and membership paid for.
Eligible referrals must be new business only, on Studio & Dedicated memberships, and do not apply to individuals or companies operating under the same registered entity.
12.2
A private office referral is on the basis of a minimum 6-month contract. The reward issued pertains to 10% of the licence agreement value (licence fee only, services not included) to a maximum of €1000 in the form of One4all vouchers.
The referral reward will be issued 30 days after the contract is provided, signed and membership paid for.
Eligible referrals must be new business only and do not apply to individuals or companies operating under the same registered entity, affiliate or subsidiary companies.