SriHari Business Centre – Service Agreement
We, SriHari Enterprise (hereinafter referred to as “Licensor”, “We”, “Us”, “Our” which term shall mean and include, wherever the context permits, Our administrators, executors, legal representatives, successors-in-interest and permitted assigns), run a furnished and equipped business centre (“Centre”) located at Old No.14, New No.4, West Avenue, Off Station View Road, Kodambakkam, Chennai – 600024, Tamil Nadu, India. The Licensor offers temporary workspaces of different sizes in the Centre along with related business support services to freelancers, independent professionals, businesses, startups and anybody (“Licensee/s”) who needs a plug and play workplace for monthly and daily fee (“Fee”).
The Terms and Conditions mentioned hereunder (hereinafter referred to as the “Service Agreement”) along with the other legal policies and rules available on Our website (www.sriharienterprise.com) shall be absolutely binding on the Licensee who pay the Fee for using the workspace available at Our Centre and other services offered by Us. This Service Agreement supersedes any previous Agreements and correspondence the Licensee may have had with Us for the services offered by Our Centre.
1.0 Nature of this Service Agreement
1.1 This Service Agreement is only a mere permission for the Licensee to use the allotted number of workspace / workstations and other facilities made available at the Centre on “Leave and Licence” basis for the agreed period of time against payment of the fee, as per the “Standard Plans” mentioned in Our website. The whole of the Centre remains in the possession and control of the Licensor, the owner of the Centre and no tenancy or other rights, title or interest or possession whatsoever is created or intended to be created by this Service Agreement in favour of the Licensee. We are just giving the Licensee the right to share with Us the use of the Centre on these terms and conditions, so that the Licensor can provide the available facilities and services to the Licensee. The Service Agreement is personal to the Licensee and the Licensee agrees not to assign or sublet or part with possession of the allotted workspace / workstation or attempt transfer of this Service Agreement.
1.2 Duration: This Service Agreement shall be valid for the period selected by the Licensee based on Our “Standard Plans” and then
may be extended automatically for successive periods equal to the initial period, for a maximum duration of eleven (11) months, until brought to an end by the Licensee or Licensor. The fees on any renewal shall be at the then prevailing rates as determined by the Licensor, unless agreed otherwise by Us in writing.
1.3 Term Commencement: The obligations as per this Service Agreement shall commence from the ‘Term Commencement Date’ as mentioned in the Service Agreement entered into, by the Licensor and Licensee on appropriate stamp papers. The ‘Term Commencement Date’ is independent of the actual occupation / use of the Centre by the Licensee or their representatives.
1.4 Entirety: All the legal policies / rules uploaded on our website (www.sriharienterprise.com) and updated from time to time, at Our sole discretion, shall be construed to be an inherent part of this Service Agreement.
1.5 Laws and Jurisdiction: This Service Agreement is interpreted and enforced in accordance with the laws of India and Courts at Chennai shall have exclusive jurisdiction in the event of any claims, disputes or differences or cause of action that may arise under or in respect of or relating to this Service Agreement and the Licensee, by entering into this Service Agreement with the Licensor, accedes to and accepts the jurisdiction of such courts.
1.6 Costs: The Licensee must also pay all reasonable costs relating to the execution of this Agreement, including legal costs whatsoever, appropriate stamp duties and any other charges payable by the Licensor in respect of the Fee and other amounts received by Us from the Licensee pursuant to this Service Agreement. The Licensee shall also pay all the costs including legal fees that We incur in enforcing this Service Agreement.
1.7 Notices: All formal notices must be either electronic or in writing and shall be deemed to have been served on the Licensee if delivered to the Centre or posted to the last known address of the Licensee or mailed to the Licensee’s email id registered with the Centre. In the event of posting, the notice shall be deemed to be served on the third working day after posting. It is expected of the Licensee that they keep their communication details updated with the Licensor at all times.
1.8 Inspection and Maintenance: Our Authorized personnel may need to inspect the workspace / workstations allotted to the Licensee from time to time and may do so at any time without prior notice. However, unless there is an emergency, the Licensor shall attempt to notify the Licensee orally or electronically in advance when We need to access the allotted workspace to carry out inspection, testing repair or works other than routine inspection, cleaning and maintenance. We will also endeavour to respect and adhere to reasonable security procedures to protect the confidentiality of the Licensee’s business.
1.9 Taxes: The Licensee 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 GST). All amounts mentioned in the Service Agreement as payable by the Licensee to the Licensor, are exclusive of such taxes unless stated explicitly.
1.10 Insurance: It is the Licensee’s responsibility to arrange insurance for the properties that they bring into the Centre and for their own liability to their employees and related third parties.
1.11.1 By entering into this Service Agreement, the Licensee acknowledges and accepts that this Service Agreement is subordinate to the Headlease under which the Licensor holds the Centre and the Licensee further acknowledges and accepts that the Licensee will obey all the terms, covenants and conditions in the Headlease.
1.11.2 The parties (Licensor and Licensee) agree that this Service Agreement is dependent and conditional upon the Headlease and that if the Headlease is terminated for any reason whatsoever, this Service Agreement shall also immediately terminate without prejudice to any antecedent rights.
1.12 Identification Documents: The Licensee agrees to provide all documents, pertaining to the Licensee’s identification and that of the Licensee’s Company where applicable (ie., photocopies of Aadhaar Card, PAN Card, GSTIN and other Company Registration documents) as deemed relevant by the Licensor, for the purpose of verification of the legitimate existence of the business of the Licensee. Licensee authorizes Us to conduct appropriate methods for verifying the legitimate existence of the Licensee’s business and / or standard business verification before or during or after executing the Service Agreement.
2.0 Monthly Fees, Service Charges and Payments
2.1 Monthly Fee: The monthly fee along with the applicable taxes, as per the ‘Plan’ chosen by the Licensee, shall be payable in advance, on the first day of each and every month to the Licensor and in respect of any broken period, a pro-rata adjustment shall be made.
2.2 Standard Services: Recurring services (not included in Our standard plans but requested by the Licensee) that require extra payment are also payable in advance on a monthly basis. Unless otherwise agreed in writing, these recurring services will be provided, subject to availability, at the specified rates for the duration of this Service Agreement (including any renewal). The Licensee must provide one month’s notice to the Licensor in writing to terminate such standard recurring services.
2.3 Customized Services: Licensor, subject to availability, may also provide customized services directly or through a business associate, at the request of the Licensee. Such services will be billed at the end of the month with the applicable taxes, as per usage, and shall be due within 6 days from the date of invoice. Fees for such services will be in accordance with the rates as determined by the Licensor from time to time.
2.4 Renewals: Licensor shall be entitled to change / modify / increase the fees for the ‘Plans’ and other services periodically based on market conditions and other business factors at Our sole discretion. These changes shall be duly informed to the Licensee electronically or by post and such changes shall come into effect at the end of the existing agreements with the Licensee. When the agreements come up for renewals, the new fees shall apply.
2.5 TDS: The Licensee shall be entitled to deduct tax at source (TDS) on the amounts paid towards Fee and other Services, in accordance with the provisions of the Income Tax Act 1961 as applicable from time to time. The Licensee shall promptly and regularly furnish the tax deduction certificates in respect thereof to Us on a quarterly basis or as required by the statutory bodies, from time to time. Failure on the part of the Licensee to furnish the certificate shall be considered to be a material breach of this Service Agreement on the part of the Licensee and shall entitle the Licensor to terminate this Service Agreement on that basis.
2.6 Invoices: Licensor will send all invoices electronically and may also forward a physical copy at the specific request of the Licensee. Notification of invoices shall constitute a demand for payment. In case of any dispute in any charges levied under “Standard Services” or “Customized Services”, the License must notify Us in writing of such disputed amount and the reasons for it within 7 days from the date of this invoice. The Licensee must pay the amount not in dispute by the due date or be subject to late fees. Licensor and the Licensee shall endeavour to resolve the dispute through discussions within one week from the date of receiving the notice from the Licensee.
2.7 Payment Mode: All payments are to be made only by way of A/c payee cheques or any other electronic / online modes such as credit cards, debit cards, wallets, RTGS, NEFT, UPI etc. Cash payments are not permitted and the Licensor accepts no responsibility for any payments made by cash.
2.8 Late Payments: In the event of delay in making payment of the Monthly Fee and other services, the Licensee shall be liable to pay interest on the outstanding amount at the rate of 24% per annum. Declined Credit Cards and Cheque dishonours shall attract a charge of Rs.1,500/- (Rupees One thousand and Five Hundred only). In addition, the Licensee shall also bear all the associated bank charges. Licensor reserves the right to withhold services (including for the avoidance of doubt, denying the Licensee access to its Centre) and revoke the licence if there are any outstanding fees and/or interest or the Licensee is in breach of this Service Agreement.
3.0 Security Deposit
3.1 Deposit: The Licensee shall pay a security deposit as mentioned in the “Standard Fee Plans” upon entering into the Service Agreement, unless a greater amount is specified in the Agreement. Licensor reserves the right to increase the required deposit amount at its sole discretion and We shall not be liable to pay to the Licensee any interest on such Security Deposits. This deposit will be held by Us as security for the performance of all the Licensee’s obligations under this Service Agreement.
3.2 Refund: The security deposit, or any balance after deducting the accrued outstanding fees and other costs due to Us under this Service Agreement will be returned to the Licensee within 45 working days of the termination or expiry of this Service Agreement, subject to the Licensee properly settling their accounts and fulfilling all the obligations under this Service Agreement.
4.0 Use of Workspace at the Centre
4.1 Use of Centre Address: The Licensee may use the ‘Centre Address’ only for the purpose of their business as stated in the Service Agreement and all other uses (including personal uses) are strictly prohibited without Our written consent.
4.2 Properties: Once the Service Agreement is signed, Our Centre personnel will submit a list to the Licensee detailing the item/s given to the Licensee, including but not limited to, the draw / storage keys, access cards etc. These items shall remain Our property at all times and the Licensee must not make any copies of them or allow anyone else to use them without Our consent. Any loss must be reported to us immediately and the Licensee must pay the cost of replacement for the same. On expiry or termination of the Service Agreement, the Licensee shall promptly handover all the items back to Us.
4.3. Parking: The Licensee may use the parking facility for two-wheelers available at the Centre’s premises at their own risk and responsibility. We do not provide car parking facility at the Centre.
4.4 Installations in the Centre: The Licensee must not install any cabling, IT or telecom connections without obtaining Our prior written consent. As a condition to such consent, the Licensee must permit Us to oversee any installations and verify that such installations do not interfere with the use of Centre by other Licensees or Licensor or the landlord of the building.
4.5 Alterations to the Centre: The Licensee shall not make any alterations or additions in the Centre, at any time, whatsoever.
4.6 Non-Compete: The Licensee must not carry on a business that directly or indirectly competes with the Licensor or Our group concerns or any company affiliated with the Licensor.
4.7 Access: The Licensee shall have access to the Centre only during the normal working hours of the Centre. ie., 9.30 am to 8.00 pm from Monday to Saturday (except public holidays). If the Licensee needs access during holidays or outside of the working hours, prior authorization from the Licensor is required. Such special access shall be permitted, at Our sole discretion, against additional payment in advance.
4.8 The Licensee is required to disclose the number and names of persons who will work in the workspace / workstations allotted to the Licensee in the Centre.
4.9 The Licensee agrees not to smoke in the office nor consume alcoholic beverages / drugs and betel leaves / nuts in the Centre or any part thereof.
4.10 The Licensee shall utilize, and shall ensure that their employees utilize the equipment and facilities provided in the Centre with due care and caution. The License shall be solely liable for all the damage or destruction caused by the Licensee or their employees to the equipment and facilities provided in the Centre.
4.11 Compliance: The Licensee must comply with all relevant laws and regulations in the Conduct of their business. The Licensee must not do anything illegal in connection with their use of the Centre. The Licensee must not do anything that may interfere with the use of the Centre by Us or by others, cause any nuisance or annoyance, increase of the insurance premiums that We have to pay or cause loss or damage to the Licensor ( including damage to reputation) or to the owner of the building where the Licensor runs the Centre. The Licensee shall fully indemnify Us from all costs and consequences arising from any non-compliance as mentioned above. The Licensee acknowledges that the above terms are a material inducement to Us for the execution of the Service Agreement and violation of the same by the Licensee shall constitute a material default that shall entitle Us to terminate the Service Agreement.
4.12 House Rules: The Licensee must also comply with Our ‘Etiquettes and House Rules’ whether for reasons of health and safety, general harmony amongst all the Licensees of Us, any other precautions or otherwise.
4.13 The Licensee hereby warrants to Us that Our provision of these services to the Licensee will not infringe the rights of any third party and the Licensee shall fully indemnify Us from all costs and consequences thereof.
4.14 The Licensee is liable for any damage caused by the Licensee or by those in the Centre with the Licensee’s permission or at the Licensee’s invitation, whether express or implied, including but not limited to the Licensee’s employees, contractors, agents or other persons present in the Centre. The Licensee agrees to repair in a proper way any such damage and if the Licensee fails to do so, the Licensor may do so at the Licensee’s expense.
5.0 Termination of this Service Agreement
5.1 Notice: Either the Licensor or the Licensee can terminate this Service Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving a two (2) months’ written notice to the other.
5.2 Immediate Termination: We may put an end to this Service Agreement immediately, to withhold services and refuse the Licensee access to the Centre by giving the Licensee notice and without the need to follow any additional procedure, if
5.2.1 The Licensee becomes insolvent, bankrupt, goes into liquidation or is unable to pay its debts as they fall due, or
5.2.2 The Licensee is in breach of one of their obligations, including but not limited to, payment of monthly Fees and Services due, which cannot be put right or the Licensor has given the Licensee notice to put right and which the Licensee has failed to put right within fourteen (14) days of that notice, or
5.2.3 The Licensee’s conduct or that of someone at the Centre with the Licensee’s permission or invitation, is incompatible with the ordinary office use.
5.3 If the Licensor puts an end to this Service agreement for any of these reasons, it does put an end to any of the outstanding obligations the Licensee may have, including additional services used and the monthly fee for the remainder of the period for which this Service Agreement would have lasted if We had not ended it. In such an event, the Licensee shall indemnify Us against all costs and losses We incur as a result of this termination.
5.4 Handing over of the Centre
5.4.1 The Licensee shall cease to use and occupy the Centre on the expiry or early termination of this Service Agreement: remove all their equipment, belongings, articles and things and its employees / personnel and to vacate and hand back the Workspace and also handover over all keys and access cards.
5.4.2 The Licensee shall remove from the Centre their fixtures and equipment provided that any damage or defacement suffered by any part of the Centre in the course of such removals, the same shall be remedied by the Licensee immediately and at their own expense. If the Licensee fails to do so, We may do so at the Licensee’s expense. If the Licensee leaves any property in the Centre, We may dispose of the same at the Licensee’s cost in any way the Licensor chooses without owing the Licensee any responsibility for it or any proceeds of sale.
5.4.2 The Licensee must leave the Centre in the same condition as it was when the Licensee took it. We reserve the right to charge additional reasonable charges for any repairs needed above and beyond the normal wear and tear.
5.4.3 If the Licensee defaults in vacating the Centre when this Service Agreement ends, the Licensee shall be solely responsible for any loss, claim or liability the Licensor incurs as a result of the Licensee’s failure to vacate on time. We will also be at liberty to remove the articles and belongings of the Licensee from the Centre at the risk and cost of the Licensee.
5.5 Force Majeure: In the event the Centre is destroyed or damaged at any time, by any event falling within the term “Force Majeure” or otherwise, this Service Agreement shall automatically end and Our obligations and responsibilities arising out of this Service Agreement shall immediately and automatically terminate upon that date. We shall, within ten (10) weeks of the said event, refund to the Licensee the Security Deposit paid by the Licensee after adjusting therefrom all unpaid dues under this Service Agreement for the past period up to the date of occurrence of the event of force majeure and payable by the Licensee under this Service Agreement.
6.0 Liability and Disclaimer
6.1 Licensor 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 which arise as a result of, or in connection with the Licensee’s Service Agreement and / or the Licensee’s use of Our services except to the extent that such loss, damage, expense or claim is directly attributable to Our deliberate act or gross negligence.
6.2 Subject to gross negligence and wilful misconduct, the Licensor, its owners, employees and agents shall not be held responsible for any theft, loss or damage from the Centre or for any damage done to the equipment or other properties of the Licensee in the Centre by the caretaker or cleaners or any employees, agents or invitees of the Licensor.
6.3 Licensor shall not be responsible for any loss, damage, corruption of data or any loss of information whether from hardware, software or internet damage that may occur to the Licensee during the term of this Service Agreement. Licensor shall not be responsible for any loss, damage or loss of information resulting from communications or data failure including voice and the internet.
6.4 Subject to gross negligence and wilful misconduct, the Licensor is not liable for any loss as a result of Our failure to provide a service as a result of mechanical breakdown, strike, delay, failure of team, termination of the Licensor’s interest in the building housing the Centre or any other factor that is beyond Our reasonable control.
6.5 In no event shall the Licensor be liable for any loss or damage until the Licensee provides written notice and gives the Licensor a reasonable time to put it right, if the same is within the scope of the services provided by the Licensor.
6.6 If the Licensor fails to provide the services within Our scope, the Licensee’s sole and exclusive remedy shall be the remedy of such failure by Us within a reasonable time after written notice or alternatively the Licensee may terminate this Service Agreement upon written notice without any penalty. The Licensor shall have no liability whatsoever in this regard.
6.7 In the event of any claims / liability arising out of our gross negligence or deliberate misconduct, Our entire liability to the Licensee shall be the refund of fees paid by the Licensee to Us under the Service Agreement in respect of all claims, damages and losses, whatsoever.
7.1 The Licensee shall fully indemnify and hold Us harmless, including but not limited to, Our owners and employees, in respect of all liability, claims, damages, loss and expenses which may arise (except to the extent caused by our gross negligence or wilful misconduct)
i. if someone dies or is injured while in the workspace the Licensee is using,
ii. from a third party in respect of the Licensee’s use of Our Centre and the services.
8.0 No Partnership or Joint Venture
8.1 The Licensor and the Licensee are separate entities and none of the provisions of this Service Agreement shall be deemed to constitute a joint venture or partnership between the Licensor and Licensee or constitute any party the agent of the other. No party shall hold itself out contrary to the terms of this Section and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof.
9.1 If for any reason, any particular provision or portion of this Service Agreement is adjudicated to be illegal, invalid or unenforceable under the applicable laws, this Service Agreement shall be deemed amended to revise those provisions or portions to the minimum extent necessary to render them enforceable. The invalidity or unenforceability of any provision of this Service Agreement and their severance or revision shall not affect or impair the validity or enforceability of the remaining provisions of this Service Agreement which shall remain in full force and effect.
10.1 Failure or delay by Us to exercise or enforce a right or power under this Service Agreement for the strict performance of the same shall not be construed as a waiver of our rights or remedies hereunder, whether for the past or future actions of the Licensee. Only a specific, written waiver signed by Our authorized representative shall have any legal effect whatsoever. Any specific waiver by Us of a breach of any provision hereof shall not be taken or held to be a waiver of the provision itself. Any single or partial exercise of a right or power by Us shall also not preclude any future enforcement of performance of the other terms and conditions.