Sterling Spaces Inc. – General Terms and Conditions

Please Note You will be required to Read and Accept these Terms and Conditions by clicking the button at the bottom of this page in order to move forward through the booking process and set up your Account. Your electronic signature will be recorded, a copy of the acceptance shall be sent to you via email.

TERMS AND CONDITIONS

This is a Service Agreement (the “Agreement”), for the use by The Member (“Member”, “You”) of flexible workspace offered by Sterling Spaces, Inc. (“We”, “Us”). Your standard Membership is outlined on the first page of this Agreement and you agree to subscribe to the membership and access that is permitted under that membership package. We offer access to the space under the following terms and conditions;

**1. Accessing the Space **

As a member, you have access to the common area work lounge, kitchen area and all common spaces provided by us. This Agreement does not provide any leasehold arrangement for any member workspace or office and is subject, at all times, to these Terms and Conditions. We may need to access your workspace and may do so at any time. Other than in an emergency, should we need to access your space, we aim to provide you with as much notice as possible.

24/7 Access Coworking and Office Members: We shall provide the dedicated numbered workspace (if applicable) or office/s as outlined on the first page of this Agreement. This access is granted 24/7/365.

Flexible Desk & Casual Coworking Members: We shall provide the flexible coworking membership/s as outlined on the first page of this Agreement and shall be accommodated on a first-come-first-served basis for any of the available flexible and coworking lounge desks and spaces. Access is granted Monday through Friday during business hours except for public holidays.

• 4-day pass holders can access the space for 4 days per month. Access is on a per-day basis only.
• 10-day pass holders can access the space for 10 days per month. Access is on a per-day basis only.
• Flexible Desk members can access the space during open business hours on an unlimited basis.

**Virtual Address Members **

Virtual Address members can advertise our address 2164 Montreal Rd, Ottawa, ON K1J 1G4 for marketing purposes on literature/business cards and have mail delivered to the premises. This service is for business mail only and is not suitable for large, bulky or furniture deliveries. Any such deliveries may be declined.

Virtual Address members can access the flexible desk area for 1 hour a week / 4 hours a month to collect, open and read mail.

All Memberships shall have access to the following (additional service fees may apply);

• Over 200sqm of Phone Booths, Quite Rooms and open plan Collaboration Spaces
• Super-Fast, High-Speed WiFi
• Onsite Concierge Services and Support Team
• Complimentary Gourmet Quality Coffee and Tea
• On-site Car Parking

And;

• Access to Meeting Rooms for 4-16 people (pay as you use service)
• Access to Storage Lockers (additional fees apply)
• Printing, Scanning & Copying Machines (additional fees apply)
• Ability to host Events and Networking Functions (event space rental applies)

2. Additional Services

We may from time to time provide services to you over and above the services included in your standard Membership. These services may include but are not limited to: A-la-Carte Services, Day Passes, Meeting rooms, Event Space use, Guest Passes etc. Any additional fees for these services are your responsibility. The list of a la carte service fees are outlined on your Online Account Portal.

3. Payment

a) All membership fees are payable in advance and in full on the 1st day of each month or on the start date of your Service Agreement by way of Direct Debit, EFT or Credit Card. In respect of any term less than a full month after the first full month, a pro-rata adjustment shall be made.

b) Additional service fees are invoiced in arrears on the 1st day of the following month that the services were provided and must be finalized within 14 days from the date of the invoice.

c) You agree to pay for all applicable local taxes that we are required to collect from you as per the local government authorities.

d) Any disputed additional service fees must be presented within 7 days from the date of the invoice. You shall pay the undisputed portion of the invoice by the due date. Disputes do not preclude your obligation to finalize your standard monthly Membership fees as outlined on the first page of this Agreement.

e) If we are unable to collect fees that are due within 5 days of the due date, we may charge a late fee of 5% of the outstanding balance. Access to your workspace/s may be denied until payment is collected in full. Any returned payments for insufficient funds are subject to a $45 bank return fee.

 4. Security Deposit

We will hold a security deposit equivalent up to 1.5 months standard Membership fees as a security for performance and your obligations under this Agreement. We shall be entitled to deduct any service fees owed by you under this agreement. The security deposit or balance after any fees that are owed by you under this Agreement shall be returned to you within 45 days after termination. We may require an increased deposit if;

• Outstanding fees for any given month exceed the amount of security deposit held by us.
• Your account is in arrears regularly.

5. Term of Agreement

Month to Month Memberships: This is a month to month agreement. The standard Membership fees shall be held for a period of 12 months. Thereafter, your standard Membership fee shall reflect current market rates.

Memberships with a term greater than 1 month: Your Membership lasts for as long as outlined in the first page of this Agreement under Section 4 “Term” and shall automatically be extended for periods equal to the notice period, but no less than 1 month until terminated by either you or us as outlined in Clause 6 below. The Term, renewal or any successive periods shall run until the last day of the month in which they expire. Fees for any renewal shall be at the current market rate.

6. Ending the Agreement

Month to Month Memberships: Either of us may terminate this agreement at any time with a 30-day notice to the other. No pro-rata adjustments shall be made.

Memberships with a term greater than 1 month; Either of us may terminate this Agreement to finish on the end date of the original term, extension or renewal by providing a two (2) month written notice to the other. For clarity, should your Agreement end on the 31st December, a two month written notice is required on or before the 31st October to end the Agreement.

7. Insurance

You shall need to insure for general liability and all sums that you may be legally liable to pay and insure for your own personal property that you bring into the Center for up to $1,000,000 per occurrence. We shall not be held liable for any loss, theft or damage to your work property, personal items or goods howsoever caused.

8. Center Etiquette

a. Upon becoming a member, it is a requirement of membership to attend a Member Onboarding Orientation for instructions on your Membership package. We aim to schedule this as soon as possible after initial payments and after completing the ID confirmation process.

b. All key cards, access fobs and keys shall remain our property at all times. You may not copy or reproduce these items and may not issue them to another person without our prior written consent. Each Access card/ Fob replacement cost is $50 and Keys $25 and shall be charged to your account in any and all instances where they are misplaced/lost or unreturned at the end of your Agreement.

c. You must comply with all laws and regulations when conducting your business activities and may not use the center for any unlawful or immoral activity. Such activity shall constitute a material breach of this Agreement and services shall immediately terminate without any pro-rata adjustments.

d. You must take care when using any facilities, machines and space within the Center, and to not damage or mistreat any equipment or facilities provided by us.

e. You must not alter any part of the appearance of the Center in any way. You will be liable for any damage caused by you and / or your invited guests.

f. You may not install any machine, cabling, heater, telecommunication or internet router/equipment without prior written approval from us. Of which permission shall not be unreasonably withheld.

g. You are not permitted to sleep or allow any of your guests to sleep overnight in the Center.

h. You are not permitted to smoke in the Center or within 30 meters / 100 feet of any Center entry or exit.

i. You may not obstruct any other person/s business activities or create a nuisance, annoyance or mistreat any persons including our employees in the Center.

j. Business-casual dress standards at a minimum apply at all times.

9. Signage and Use of our Address

You may not install any sign in the Centre without our written permission. You may not use our Address to advertise your business in any way unless your Membership includes the Virtual Address / Mail handling services, or you have an active membership for the Virtual Address package.

10. Center Services

a. All Memberships: We provide the use of and services to various workspaces in and around the Center. Flexible desks, lounge areas, kitchen seating and phone booths are all accessible on a first-come / first-serve basis. You may book any resource such as Meeting Rooms, Boardrooms, Event Space and Private Day Office use via our online booking platform. These bookable resources will attract an hourly or daily fee for use and shall be attributed to your account at the end of each month. We are not liable for any business losses that you may face if a particular resource is unavailable at the time you request.

b. Center Services Interruption Should an event beyond our reasonable control prevent or interrupt us from providing services at the Center (including access to the Center), we may, with notice, suspend providing such services. Any standard Membership fees affected during such interruption shall also be suspended for the same duration.

11. Services Termination

We shall have the right to terminate with notice any or all services we provide to you if;

a. You become insolvent, are in liquidation or cannot pay your Membership fees when due.

b. You are in a material breach of any of the Agreement clauses or your obligations under this Agreement and are unable to cure such breach within 7 days of being formally notified in writing.

Any Service Termination by us, does not release you from the financial obligations of this Agreement. As such, you are immediately required to settle any and all outstanding fees that are due for the services already performed and/or any standard Membership fees up to and including date of Services Termination.

12. Notice

Any notice from either party in accordance with this Agreement; Shall deemed to have been served to the other if delivered to the email address as provided on the first page of this Agreement under Section 1, hand-delivered, or mailed via registered post to the address outlined the first page of this Agreement and shall be deemed to have been served on the 2 day of being delivered.

13. Invoices

Any invoice shall constitute a formal demand for payment.

14. Limitation of Liability

(a) With the exception of gross negligence and or willful misconduct, shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to data or information, damages for loss of profits, incurred by the other party arising out of the services provided under this Agreement, even if such party has been advised of the possibility of such damages.

(b) We do not provide any level of service guarantees for internet service on behalf of our 3rd party internet provider. We shall not be liable for any indirect damages whatsoever that may result from a loss of service or degradation of access to the internet provided under this Agreement, even if such party has been advised of the possibility of such damages.

15. Indemnification

Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigned officers, directors, employees, sublicenses, and agents from and against any and all claim, losses, liabilities, damages, demand, settlement, loss, expenses and costs (including attorney’s fees and court costs) which may arise directly or indirectly out of or relate to (a) any breach of this agreement, or (b) the gross negligence or willful misconduct of a party’s employees or agents.

16. Severability

If any provision in this Agreement shall be held to be illegal, invalid, or unenforceable under present or future laws, such provisions shall be fully severable, this agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.

17. Repairs

You agree that any repairs above reasonable wear and tear for the office shall be your responsibility. Any fees associated in bringing the office/workspace / back to its original condition at the end of your Agreement shall be at your cost.

18. Credit Card and/or Bank Fees

A credit card transaction fee of 2.9% shall be added to all transactions finalized by a credit card. Any bank transfer fees will be your responsibility to pay over and above any membership fee or services dues.

Acknowledged and signed by the Member;

Signed: _____________________________________ Member Name: ____________________________________ Date: ____________________________________

CONTACT US

For more information about our term and conditions, if you have questions, or if you would like to make a complaint, please contact us by e-mail at hello@wp-sterlingspaces-ca.msgsndr.com or by mail using the details provided below:

5-2164 Montreal Rd., Ottawa, ON, K1J 1G4, Canada