This Agreement is a service agreement for the Client’s use of Compass’s services. The Client acknowledges that this Agreement creates no tenancy interest, leasehold estate or other real property interest in its favour with respect to the offices or the business centre. The whole of the business centre remains Compass’s property and in Compass’s possession and control. On occasion, Compass may be required to allocate different office spaces to the Client, and these will be of at least equal capacity or value. This Agreement is personal to the Client and cannot be transferred to anyone else. Compass may transfer the benefit of this Agreement and Compass’s obligations under it at any time.

Subject to the provisions of this Agreement, Compass agrees to provide the services from the Start Date specified in the Service Agreement until this Agreement is terminated in accordance with the provisions of this Agreement.

The Client may only use the services described in this Agreement for business purposes and for the business stated in this Agreement or subsequently agreed in writing with Compass.

Any keys or entry cards which Compass supplies remain Compass’s property at all times. The Client shall not make any copies or allow any third party to use them without Compass’s consent. If the Client loses a key or entry card, the Client shall report the loss to Compass immediately and the Client shall pay to Compass a fee to replace the key or entry card as set out in Compass’s House Rules and any cost incurred by Compass to change the locks.

The Client shall comply with all relevant laws and regulations while conducting its business.

Compass’s House Rules, as updated from time to time, form part of this Agreement. The Client shall comply with the House Rules and shall ensure its employees and its invitees to the business centre comply with the House Rules. The Client acknowledges that the House Rules are created, in part, to comply with health and safety standards, fire precautions and other rules and regulations regarding the conduct of all users and the use of the business centre and the building.

Compass may suspend its provision of the services (including access to the business centre) for reasons of mechanical failure, political unrest, strike, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, acts of God, termination of Compass’s interest in the building containing the business centre or any condition, circumstance or event beyond Compass’s reasonable control.

Compass shall provide reception and switchboard services during normal opening hours which may be amended from time to time and will be published at the business centre identified in the Agreement.

Unless Compass acts deliberately or is grossly negligent, the Client agrees that Compass will not be liable for any loss, damage, expense or claim arising 1) as a result of Compass’s failure to provide a service as a result of mechanical breakdown, strike, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, acts of God, delay, failure of team, termination of Compass’s interest in the building containing the business centre, or any condition, circumstance, or event beyond Compass’s control; 2) from any loss, theft or damage to personal property in the business centre; 3) in connection with any of the Client’s mail or parcels; or 4) otherwise in connection with this Agreement or the Client’s use of the services. The Client agrees that Compass’s liability in respect to any loss, damage, expense or claim will not exceed the fees paid under this Agreement up to the date on which the loss, damage, expense or claim in question arises. The Client further agrees that Compass 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 circumstantial or consequential loss. Compass strongly advises the Client to insure against all such potential losses, damages, expenses or claims.

This Agreement binds the Client and Compass for the Commitment Period as indicated in the Service Agreement. This Agreement will extend for successive periods, equal in duration to the Commitment Period and commencing the day after the end date of the then current period, unless terminated by the Client or by Compass in accordance with the provisions of this Agreement. If the date of expiry of a period is a date other than the last date of the relevant month, the period shall be deemed to run until the end of that month. The fees for any extension period will be at the market price prevailing at the time of such extension.

Either party to this Agreement may terminate this Agreement effective the exact last day of the current period by giving to the other party written notice of such parties’ intent to terminate not less than three (3) months in advance of such effective day. However, if the Commitment Period or any extension period is for three (3) months or less, the written notice period shall be reduced to one (1) month. If the Commitment Period or extension period is one (1) month or less, the written notice period shall be one (1) week less than the current period. In the event that the Client and Compass are engaged in discussions for an extension of this Agreement, the Client nevertheless hereby acknowledges and agrees that any and all written notice periods contained in this clause shall remain in full force and effect; provided, however, that if the Client and Compass reach a written agreement for an extension period prior to the current end date, any timely written termination notice provided by the Client or Compass shall become immediately null and void.

Compass may terminate this Agreement immediately if:

1. The Client becomes insolvent, goes into liquidation or becomes unable to pay its debts as they fall due;
2. The Client, its employees or its invitees to the business centre engage in any illegal activity using, on or in relation to the business centre;
3. The Client is in breach of any of the terms of this Agreement which cannot be remedied or for which Compass has given the Client notice to remedy and which the Client has failed to remedy within five (5) business days of such notice;
4. The Client, its employees or its invitees to the business centre conduct themselves in a way that is incompatible with ordinary office use, as reasonably determined by Compass, in its sole discretion; or
5. At the request of building’s landlord pursuant to clause 20.

If Compass terminates this Agreement for any of these reasons it does not put an end to any then outstanding obligations the Client may have under this Agreement and the Client must pay for any incidental services the Client has used and all fees and charges for the remainder of the current period, which Compass is unable to mitigate. The Client must also indemnify Compass against all losses, damages, expenses and claims Compass incurs as a result of the termination.

If the Client registers the office address with any regulatory authority(ies), the Client shall cancel or change the registration with all regulatory authorities before the termination of this Agreement. On or before the end of this Agreement, the Client must return to Compass any keys or access cards provided to it and cancel or change its registration from the business address allocated to the Client under this Agreement with all relevant government agencies or similar entities and provide proof of such cancellation or change to Compass in writing. The Client will pay to Compass 100% of one months’ service fee per full or part month, from the end of this Agreement until such cancellation or change of registration is completed.

The Client shall pay all invoiced fees to Compass on the stipulated due date on the invoice. Should the Client fail to pay in time, the Client shall pay a late payment administrative fee and interest as set out in the House Rules until full payment is received.

Payments by credit card or cheque will incur an administrative charge as set out in the House Rules.

If the Client disputes a part of any invoice, the Client must inform Compass immediately and pay, by the due date, the amount invoiced which is not in dispute.

Compass may immediately suspend all services if there are outstanding fees due for which Compass has given the Client a demand for payment and which the Client has failed to pay within five (5) business days of such demand. If Compass elects to suspend all services all monthly service fees will continue to accrue, regardless of whether Compass issues an invoice. Suspension of services under this clause will not limit any right held by Compass or obligation owed by the Client pursuant to this Agreement. All of Compass’s enforcement rights are cumulative and non-exclusive. If Compass elects to suspend all services then Compass may deny the Client access to the business centre and Compass may take possession of all the Client’s items within the business centre until payment is made in full. Compass shall keep all retained items for a period of at least fourteen (14) days, during which time the Client will be liable for all storage costs. After fourteen (14) days Compass may proceed to sell or dispose of the retained items as it sees fit. Compass will apply the proceeds of sale or disposal first to any costs of the sale or disposal, second in satisfaction of any amounts owing to Compass, and third in addition to the deposit paid by the Client.

The Client shall pay Compass, at the time of payment of the Client’s first invoice, a deposit (the “Deposit”) as security for its obligations owed to Compass under this Agreement in the amount indicated on the Service Agreement. Compass shall hold the Deposit, without interest, as security for performance of all obligations under this Agreement. Should the Client’s monthly fees increase at any point during the duration of this Agreement, Compass may require the Client to pay an additional amount sufficient to top-up the Deposit by an amount equivalent to the percentage increase in fees. Compass may deduct from the Deposit any amount owing to Compass under this Agreement and the full amount of any cost incurred by Compass to perform any obligation of the Client that the Client fails or refuses to perform. If Compass deducts funds from the Deposit pursuant to this clause or otherwise requests an increase in the Deposit pursuant to this Agreement, the Client shall replace any such funds withdrawn within fourteen (14) days of receiving notice requiring replacement. Provided that the Client has settled its accounts with Compass in full and has delivered a written request for return of the Deposit, Compass shall return the Deposit, after deducting outstanding fees and other costs due to Compass, to the Client at the later of thirty (30) days from the date the Client delivers its request or sixty (60) days from the end of this Agreement.

Compass may require the Client to pay an increased Deposit if outstanding fees at any time exceed 50% of the Deposit held or if the Client fails to pay Compass when due for two consecutive months. To avoid not being able to close accounts, any unclaimed balances shall be forfeited to Compass absolutely 360 days after termination of this Agreement.

The Client shall pay to Compass a fee as set out in the House Rules for any payment rejected or returned by a financial institution.

After each cumulative period of twelve (12) months, the standard monthly fees will increase by 5% on the next extension of the Agreement. Such increase will not replace the provisions of Clause 10.

While this Agreement is in force and for a period of six months after it ends, the Client and Compass covenant and agree that they will not directly or indirectly, as principal, agent, owner, joint venturer, investor or consultant solicit or attempt to solicit, refer, introduce, induce or encourage the departure or resignation of anyone employed by the other party or anyone who left the other party’s employment less than three (3) months prior to the subject party’s solicitation or attempted solicitation. The Client and Compass agree that a good faith pre-estimate of the loss the other party would suffer as a result of a violation of this provision is the equivalent of six months’ salary for each employee concerned, and the Client and Compass agree to pay the damaged party liquidated damages equal to that amount in the event of such violation.

The Client must indemnify Compass and hold Compass harmless in respect of all liability, claims, damages, losses and expenses which may arise (except to the extent caused by Compass’s gross negligence or willful misconduct):

1. if anyone dies or is injured while in the business centre as a result of the Client, the Client’s employees, or the Client’s invitees’ negligence, intentional act or fault;
2. from a third party in respect of the Client’s use of the business centre and the services; or
3. if the Client does not comply with the terms of this Agreement.

The Client must also pay any cost, including reasonable legal fees, which Compass incurs in enforcing this Agreement.

The Client acknowledges and agrees that this Agreement is subject and subordinate to the terms of Compass’s head-lease with the building’s landlord, the building management’s rules and regulations and any other documents or provisions binding Compass or Compass’s use of the building.

The Client acknowledges and agrees that such building’s landlord has the sole discretion to review and consent to the Client’s (and its relevant member’s) use of the services herein and upon such review, such building’s landlord and/or Compass shall have the sole discretion to immediately terminate this Agreement without cause.

This Agreement is to be interpreted and enforced in accordance with the laws of the jurisdiction where the business centre is located. Both parties accept the exclusive jurisdiction of the courts in such jurisdiction.

Should any provision within this Agreement prove unenforceable or invalid, in whole or in part, this shall not affect or impair the validity of any other provision or the remainder of said provision to the extent that portions may be deleted to preserve the enforceability and validity of the provision.

No failure by Compass to insist upon the strict performance of any one or any number of the terms or conditions of this Agreement shall be construed as a waiver or relinquishment of any term or condition of this Agreement, unless explicitly stated in writing by Compass. No delay in the exercise of a right held by Compass will be construed as a waiver or relinquishment of any said right, unless explicitly stated in writing by Compass.

Where the Client comprises more than one entity or individual:

1. such entities or individuals shall be jointly and severally liable to observe and perform the obligations under this Agreement; and
2. Compass’s performance of any obligation, provision of any service, return of any deposit, delivery of any payment, crediting of any payment, issuance of any invoice, delivery of any notice, or delivery of any item to one such entity or individual will constitute Compass doing so in relation to all such entities or individuals.

All notices from the Client to Compass are only deemed to have been served on Compass if e-mailed and delivered to the address for notices written in this Agreement. If the notice sent by the Client is a notice of termination, Compass shall issue a confirmation of receipt specifying the date of termination pursuant to this Agreement. All notices from Compass to the Client are deemed to have been served on the Client if emailed to an email address provided by the Client under this Agreement, delivered to the Client’s office or sent by registered post to the last known address of the Client. Parties agree that any other notice is deemed not to have been given. If the Client changes its notice address, the Client shall notify Compass in writing without delay.

Compass may, at Compass’s discretion, vary or amend these Terms of Business and any document stated to form part of these Terms of Business. With the exception of the foregoing, no oral or written statement, order or claim by any party given to the other shall affect or modify any of the terms or obligations contained in this Agreement unless agreed to by both parties in writing.

The terms of this Agreement are confidential. Neither party may disclose them without the other’s consent unless required to do so by law or by an official government authority.

This Agreement supersedes any prior agreement and embodies the entire agreement between the Client and Compass with respect to the subject matter hereof.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement.

In case of an increase in the rate of inflation based on the CPI for the jurisdiction in which the business centre of more than 20% per annum, Compass may give the Client written notice of such inflation. Upon delivery of said notice Compass shall have the right to perform indexation of all amounts payable under this Agreement unilaterally in up to and including the said rate of inflation from the commencement event of such inflation and going forward. The parties shall not enter into any additional agreement in case of a change of fees for the reason defined in this clause.

This Agreement may be provided or executed in multiple languages. Should any conflict arise between the English language version and any other version in a different language, the English language version shall prevail.

Time is of the essence with respect to all provisions of this Agreement that specify a time for performance.