14 THE HUB – COWORKING SPACES AGREEMENT
14 The Hub-coworking spaces at 605, Venus Benecia, S.G. highway Ahmedabad is a co-working space/business center venture by Gravity Digital, a sole proprietorship firm owned by PRIYANKA RAMANI.
TERMS AND CONDITIONS of the business centre agreement between THE CLIENT and GRAVITY DIGITAL (Sole Proprietor – PRIYANKA RAMANI):
1. This Agreement
1.1 Nature of this agreement: This business centre agreement is a mere permission for the Client to use the Premises and other allowed facilities of the Centre. The whole of the Centre remains in GRAVITY DIGITAL’S possession and control. No tenancy or other, right title or interest and or possession whatsoever is created or intended to be created by this agreement in favour of the Client. Gravity Digital is giving the client the right to share with Gravity Digital the use of the Centre on these terms and conditions, so that Gravity Digital can provide services to the Client. The client agrees not to assign or sub-let or part with possession of the Premises or attempt transfer of this Agreement.
1.2 Duration: This agreement lasts for the period stated in it and then can be extended according to the client’s demand subject to availability. The fees on any renewal will be at the then prevailing market rate, until and unless otherwise agreed by Gravity Digital in writing.
1.3 Term Commencement date of the agreement: The obligations as per this agreement will commence from the Term Commencement Date, and to clarify, these obligations are independent of actual occupation/ use of the premises by the Client or its representatives.
1.4 Confidentiality: The terms of this Agreement are confidential. Neither the Client nor Gravity Digital may 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.
1.5 Jurisdiction: Civil Courts of the city in which Gravity Digital is located 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 Centre is located.
1.6 Costs: The Client must also pay all reasonable costs relating to this Agreement, including any legal costs whatsoever, stamp duty and any Bank charges payable by Gravity Digital in respect of the Fee and other amounts received by Gravity Digital from the Client pursuant to this Agreement. The Client must also pay any reasonable and proper costs including legal fees that Gravity Digital incurs in enforcing this Agreement.
1.7 Notices: All formal notices must be in writing and shall be deemed to have been served on the Client if delivered to the Premises or the client’s registered email address with Gravity Digital.
1.8 Inspection and Maintenance: Gravity Digital may need to enter the Client’s premises and may do so at any time. However, unless there is an emergency, Gravity Digital will attempt to notify the Client verbally or electronically in advance when Gravity Digital needs to access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. Gravity Digital will also endeavour to respect reasonable security procedures to protect the confidentiality of client’s business.
1.9 Taxes: The Client shall be liable to bear and promptly pay all Local and other Government taxes (as may be levied at present and/or which may be levied at any future date) in respect of the Monthly Fee and/or services (including but not limited to Service Tax and VAT). All amounts mentioned in this agreement as payable by the client to Gravity Digital, are exclusive of such taxes.
1.10 Insurance: It is the Client’s responsibility to arrange insurance of its own property, which it brings in to the Centre and for its own liability to its employees and to third parties.
1.11 Head Lease
1.11.1 The Client acknowledges that Agreement is subject to the Head-lease / License under which Gravity Digital holds the Centre and the Client further acknowledges that it is aware of the provisions of the Head-lease / License and will observe and obey all the terms covenants and conditions contained in the Head-lease / License.
1.11.2 The parties agree that this Agreement is dependent and conditional upon the Head-lease/ License and that if the Head-lease / License is terminated for any reason, this Agreement shall also immediately terminate without prejudice to any antecedent rights.
1.12 Employees: If the Client or Gravity Digital, or any business of which the ownership or control is directly associated with the Client or Gravity Digital, employs other’s staff, during the term of the agreement or within 6 months after termination of the agreement, the party thus employing, shall pay the other party the equivalent of six month’s salary for any employee concerned. Nothing in this clause shall prevent either the Client or Gravity Digital from employing an individual who responds in good faith and independently to an advertisement, which is made to the public at large.
1.13 Identification Documents: The Client agrees to provide all documents, pertaining to the identification of the Company (mentioned in the agreement) and of the person (executing the agreement), as deemed relevant by Gravity Digital, for the purpose of verification of legitimate existence of the business. Client authorizes Gravity Digital to conduct verification of legitimate existence of Client’s business and/ or standard business verification to execute the agreement.
2. Monthly Fees, Services’ Fees and Payments:
2.1 Monthly Fee: The Monthly Fee, per month, shall be payable monthly in advance, on the first day of each and every month, to Gravity Digital; and in respect of any broken period a pro-rata adjustment shall be made.
2.2 Additional Variable Services: Gravity Digital may provide additional Services directly or through an affiliate. Such Services will be billed and payable at the same time to the concerned affiliate. For eg: If a client has arranged for his Tea/Coffee requirements with a local vendor, the client will maintain their own record for payment with these vendors. Gravity Digital will not be responsible for any payments towards any such services. Fees for other additional Services (some may have applicable tax) will be applicable in accordance with Gravity Digital’s published rates, which may change from time to time.
2.3 Set-up fees: The Client will be charged an office set up fee per occupant and a connection set-up fee per connection requested from Gravity Digital.
2.4 Renewal: Gravity Digital is liable to change the rates of renting at any given point of time according to its resources and requirement. This will not apply to agreements that have already been approved and signed. Renewals will be subject to availability.
2.5 TDS: The Client shall be entitled to deduct tax at source (TDS) on the amounts paid towards Fee and services, in accordance with the provisions of the Income Tax Act 1961 as applicable from time to time. The Client shall promptly and regularly furnish the tax deduction certificates in respect thereof to Gravity Digital. To clarify periodicity, the Client shall furnish the tax deduction certificates on a quarterly basis to Gravity Digital. Failure on the part of the Client to furnish the Certificate shall be considered to be a material breach of this Agreement on the part of the Client and shall entitle Gravity Digital to terminate this Agreement.
2.6 Invoices: Gravity Digital will send all, invoices printed and 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 Client must notify Gravity Digital in writing of such disputed amount and the reasons for it within 7 days of the date of the invoice. The Client must pay the amount not in dispute by the due date or be subject to late fees. Gravity Digital and the Client will endeavor to resolve, by mutual discussion, the disputed portion of the charges for Services within one week of receiving a notice from the Client.
2.8 Late Payment: In any rare case of delay in making payment of the Monthly Fee or Services, the Client shall be liable to pay “default-interest” on the amount due at the rate of 5% per month. Declined Credit cards and dishonor of cheques, will attract a fee equivalent to INR 1,500. The Client shall bear all bank charges. Gravity Digital also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its premises, where applicable) while there are any outstanding fees and/or interest or the Client is in breach of this Agreement.
3. Cancellations and Refund:
3.1 Any agreement, once made and signed cannot be cancelled at any cost. None of the money paid will be refunded for any time period – one, three or six months. In rare circumstances, the tenancy of 6 months can be shifted to another tenant provided that the current tenant is able to procure another tenant to whom his tenancy can be shifted. This will only happen when the reason for transfer is extreme and valid.
4.1 The Client’s name and address: The Client may only carry on that business in its name or some other name that Gravity Digital previously agrees. Should the Client choose to use the services, provided by Gravity Digital, for an additional company, an additional charge per month and per company name may apply.
4.2 Use of Centre Address: The Client may use the Centre address as its business address only. Any other uses are prohibited without Gravity Digital’s prior written consent.
4.3 Installations in the Premises: The Client must not install any cabling, IT or telecom connections without Gravity Digital’s prior written consent. As a condition to such consent, the Client must permit Gravity Digital to oversee any installations and to verify that such installations do not interfere with the use of premises by other Clients or Gravity Digital or any landlord of the building.
4.4 Alternations to the Premises: The Client shall not make any alterations or additions in the Premises without prior written consent of Gravity Digital.
4.5 Non-Compete Business: The Client must not carry on a business that directly or indirectly competes with Gravity Digital or any company affiliated with Gravity Digital.
4.6 Access: The Client will have access to the premises Monday – Saturday 10:00 hrs. to 19:00 hrs. Services and the facility of central air-conditioning and other similar facilities will not be available on Bank Holidays and Public Holidays.
4.7 The Client is required to disclose the number and names of persons who will work in the premises.
4.8 The Client agrees not to smoke in the office nor consume alcoholic beverages in the premises and/or elsewhere in the Centre or any part thereof.
4.9 The Client shall utilize, and shall ensure that its employees utilize, the equipment and facilities provided in the premises and in the Centre with due care and caution; the Client will be liable for all damage or destruction caused by it or its employees to the equipment and facilities provided in the Centre and in the premises in particular.