Virtual Office Agreement
Terms of Business
USING TRUE SPACE CENTERS
1. We are TRUE Space, Inc., hereafter referred to as “TRUE Space”. These are our terms of business which you the client have digitally signed on our online Sign Up Form (which we refer to simply as your “Agreement” or “Service Agreement”). Your Agreement supersedes any previous Agreement you may have with us for the same services and contains all the terms we have agreed.
SERVICES INCLUDED IN YOUR STANDARD MONTHLY FEE
2. Virtual Office Services
We are to provide virtual office services for the business listed above, to include: the Right to use of our office mailing address (Primary Service we provide in exchange for your monthly service fee); mail and package receiving; mail holding; mail pickup availability; your business name listed in the TRUE Space Lobby Directory. TRUE Space only provides business address services. No personal use mail/package service is allowed. All services are subject to the availability of our center team at the time of any service request. We will endeavor to deal with a service request at the earliest opportunity. Upon receipt of the TRUE Space Confirmation Email you have been digitally granted the “Right” to use our address (Digital Rights), fully commencing our business relationship and enacting the terms of this Agreement.
3. Mail and Package Forwarding, Mail Scanning and Emailing, Conference Room Usage
TRUE Space offers additional services at additional cost. Costs are posted on our website www.TrueVirtualOffice.com, or others as then currently used, and any change to the costs will be communicated in writing at least 30 days prior to implementation. Additional Services include: mail and package forwarding (actual postage cost plus service fee), mail scanning and emailing (service fee); use of the Conference/Training Room with advance appointment (hourly rates apply with a one (1) hour minimum, available weekdays only during posted Conference Room available hours). TRUE Space may require an additional deposit or payment card on file for charges associated with the aforementioned Additional Services. If at any time your mail box becomes full, TRUE Space will forward your accumulated mail to you and the greater of either $25.00 or the applicable shipping cost plus $12.50 Express/Ground Service fee will be billed to your payment card on file. Also, if you do not pick up mail in a timely manner, you grant TRUE Space permission to convert your account to a Mail Forwarding Upon Request account. A $25.00 mail forwarding deposit will be billed to your payment card on file and will be used to deliver mail to you. Subsequent charges/replenishments of your mail forwarding deposit balance will occur in accordance with our standard policies..
USING THE ACCOMMODATION
4. The Nature of Your Business
You must only use the accommodation for office purposes, and only for the business stated in your Agreement or subsequently agreed with us. Use of a Virtual Office for a “retail” nature is permitted for online sales, but the TRUE Space address cannot be used as the Return Address on deliveries or as the RETURNS address for packages returned to you. You must not carry on a business which competes with our business of providing serviced office, office cubicle accommodations, virtual office space, or mail services. You must not use the name “TRUE Space” in any way, in connection with your business.
5. Your Name and Address
You may only carry on business at our locations in your business name or formal DBA exactly as registered with us. Only one business name / entity / DBA name may be registered to each virtual office account. You may use the business center address as your business address. Per postal regulations, the address must use a “#” sign before the suite number and CANNOT use the term “Suite” unless forced by database form to do so. The TRUE Space address cannot be listed as your Registered Agent address unless you have also selected and pay for registered agent services and use TRUE Space, Inc. as your registered agent. THE VIRTUAL OFFICE CAN ONLY BE USED FOR BUSINESS PURPOSES. MAIL ADDRESSED ONLY TO AN INDIVIDUAL CAN NOT BE ACCEPTED. ALL RECEIVED MAIL MUST INCLUDE THE BUSINESS NAME IN THE ADDRESS.
Google and Bing Address listings
Recognizing that short term business address listings on major search engines may have the effect of damaging the SEO value of such addresses, you understand and agree to maintain your virtual office service with TRUE Space for a period of no less than 6 months after submitting our address to the search engines. If Google, Bing or other search engine/service require an address verification pin to be received at the address, to confirm the address, you agree that as a prerequisite to receiving your verification pin that you will first prepay for 6 months of virtual office service at your current rate. You instruct TRUE Space to open this mail, scan and email the verification pin information to you, then destroy the mail after sending. This payment will be non-refundable. Normal monthly virtual office charges will resume after the 6 month prepaid period ends. Since the verifications pins expire 30 days after issuance, you instruct TRUE Space to destroy the piece of mail 30 days after receipt, if you do not comply with the 6 month prepayment requirement.
6. Taking Care of Our Property
When using or visiting the TRUE Space office, you must take good care of all parts of the business center, its equipment, fittings and furnishings which you use. You must not alter any part of it. You are liable for any damage caused by you or those in the business center with your permission or at your invitation.
7. Comply With The Law
You must comply with all relevant laws and regulations in the conduct of your business. You must do nothing illegal. You must not do anything that may interfere with the use of the business center by us or by others, cause any nuisance or annoyance, increase the insurance premiums we have to pay or cause loss or damage to us or to the owner of any interest in the building which contains the business center.
8. Comply With House Rules
You must comply with any house rules which we impose generally on users of the Conference/Training room whether for reasons of cleanliness, health and safety, fire precautions or otherwise.
It is your responsibility to arrange insurance for your own property which you bring into the business center and for your own liability to your employees and to third parties.
PROVIDING THE SERVICES
10. Suspension Of Services
We may by notice suspend the provision of services (including access to the business center) for reasons of political unrest, strikes, or other events beyond our reasonable control, in which event payment of the standard fee will also be suspended for the same period.
11. Our Liability
We are 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 our interest in the building containing the business center or otherwise unless we do so deliberately or are grossly negligent. We are also not liable for any failure until you have informed us about it in writing and given us a reasonable time to put right. In addition, client releases TRUE Space from any liability arising out of or incurred in connection with any Client Mail.
You agree (a) that we will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, your Agreement and/or your use of the services except to the extent that such loss, damage, expense or claim is directly attributable to our deliberate act or our gross negligence (our liability); and (b) that our liability will be subject to the limits set out in the next paragraphs.
We 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. We strongly advise you to insure against all such potential loss, damage expense or liability. We will not be liable for damage to your personal property. If in any case, liability is assigned to TRUE Space for any losses, damages, expenses or claims the maximum will be equal to 125% of the total fees paid under your Agreement for the month in which the claim in question arises.
12. The Nature Of Your Agreement
Your Agreement is a monthly service agreement based on calendar months of the year. The whole of the business center remains our property and in our possession and control. You acknowledge that your Agreement creates no tenancy interest, leasehold estate or other real property interest in your favor with respect to the accommodation. We are giving you just the right to share with us the use of the business center so that we can provide the services to you. The Agreement is personal to you and cannot be transferred to anyone else. We may transfer the benefit of your Agreement and our obligations under it at any time.
13. Duration and Service Fee
Your Agreement lasts for the duration of your utilization of Virtual Office services with TRUE Space. The term is one month (calendar month) and will then automatically be extended for successive one calendar month periods until brought to an end by you or by us (which requires that you no longer use the TRUE Space address in any way). All periods shall run to the last day of the month. Prorated periods may be utilized at the beginning of a new Virtual Office Agreement. Prorated periods do not count toward the minimum rental period of 1 calendar month. Your Monthly service fee is set at the time of your registration and will not increase as long as your account does not fall into default (Default occurs you’re your monthly payment and any associated late fees are unpaid by the 14th of the month at 5:01pm EST). In all other respects your Agreement will renew monthly on the same terms and conditions as amended by notices from TRUE Space to you via email.
14. Bringing Your Agreement To An End
Either of us can terminate your Agreement at the end of any calendar month by giving at least 30 days written notice “Cancellation Notice” to the other (email is permitted to firstname.lastname@example.org). Upon delivery of your Cancellation Notice – service will continue and you agree to pay through the last day of the month in which the 30th day of your notice falls, and beyond until you stop using the TRUE Space address in any way. All previously paid monthly service fees are nonrefundable and monthly virtual office service fees, late fees and interest (1% per month = 12.6825% APR) will continue to accrue. You agree that you are still obligated to pay for all services until you give 30 day notice of cancellation and cease using the TRUE Space address in any way. In the event that payment for services is not made as agreed, on the 14th of the month at 5:01pm EST your virtual office space will be in Default. Your deposits are forfeited at that time. Your monthly rate will adjust to the then current market rate. If you have multiple virtual office accounts registered with TRUE Space, and are receiving a discounted rate on those accounts; if the primary virtual office account is no longer active, the next registered virtual office account will become the Primary virtual office account and will resume normal pricing.
15. Ending Your Agreement Immediately
We may put an end to your Agreement immediately by giving you notice if any of the following occur:
- you become insolvent, go into liquidation or become unable to pay your fees to TRUE Space as due.
- you are in breach of one of your obligations which cannot be put right or which we have given you notice to put right and which you have failed to put right within fourteen days of that notice.
- your conduct, or that of someone at the business center with your permission or at your invitation, is incompatible with ordinary office use.
If we put an end to the Agreement for any of these reasons it does not put an end to any then outstanding obligations you may have and you must:
- pay for additional services you have used
- pay the standard fee for the remainder of the period for which your Agreement would have lasted had we not ended it, or (if longer) for a further period of three months, and
- indemnify us against all costs and losses we incur as a result of the termination.
16. If The Business Center Is Not Available
In the unlikely event that we are no longer able to provide the virtual office services and accommodation at the business center stated in your Agreement then your Agreement will end and you will only have to pay monthly fees up to the date it ends and for the additional services you have used.
17. Mail, Packages and Personal Property When Your Agreement Ends
Personal Property: If you leave any of your own property in the business center we may dispose of it in any way we chose without owing you any responsibility for it or any proceeds of sale.
Mail and Packages: Remaining mail will be forwarded to your address on file for a period of 30 days after your Cancellation Date (last day of the month in which the 30th day of your 30 day notice of cancellation falls. Applicable mail forwarding charges will be applied against your deposit for a period of 30 days. If your deposit is insufficient to accommodate forwarding of received we will attempt one time to contact you to coordinate additional payment or alternate options to get your mail to you. You are requesting that any unclaimed mail will be discarded. Packages delivered by any means, other than USPS, that remain in our facilities after your Cancellation Date will be disposed of, and TRUE Space has no responsibility for contents of these packages. By registering with TRUE Space, you are agreeing that, 30 days after your service Cancellation Date (or your last payment if your virtual office was abandoned) you are formally requesting no further handling or forwarding of mail or packages, and that all mail addressed to your business be discarded. After your deposit has been refunded (or forfeited), packages received via US Postal Service will be returned to sender. Other deliveries (packages, etc.) received after your Cancellation Date, that were not shipped by US Postal Service, will be discarded with no recompense to you or the shipper. You are waiving all rights to items that arrive after your Cancellation Date shipped via carrier other than the US Postal Service.
All formal notices to TRUE Space must be in writing (email notices to TRUE Space are sufficient if a response to the email is provided to you). Client is responsible to keep updated address of record at the center and updated email address. Client accepts that all notices emailed to client are deemed received and accepted. Failure to maintain a valid email address, or failure to read emails, does not waive acceptance notices emailed to you.
The terms of your Agreement are confidential. Neither of us may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after your Agreement ends.
You must indemnify us in respect of all liability, claims, damages, loss and expenses which may arise (except to the extent caused by our gross negligence or willful misconduct).
- If someone dies or is injured while in the accommodation you are using.
- From a third party in respect of your use of the business center and the services.
- If you do not comply with the terms of your Agreement.
You must also pay any cost, including reasonable legal fees, which we incur in enforcing your Agreement.
21. Data Protection
You agree that we may process, disclose or transfer any personal data which we hold on or in relation to you provided that in doing so we take such steps as we consider reasonable to ensure that it is used only to fulfill our obligations under your Agreement or to comply with requests from government bodies, agencies, police, or investigative services.
22. Applicable Law
Your Agreement is interpreted and enforced in accordance with the laws of the state in which the business center in question is located. More specifically, we both accept the exclusive jurisdiction of the Magistrate Court (for amounts under $15,000), and other courts (for amounts greater than $15,000) where the business center is located. In the case where services are used at multiple TRUE Space business centers, TRUE Space shall have the right to choose the court/venue to hear the case in accordance with the above exclusive jurisdiction agreement. You are Waiving your right to jurisdiction other than that in which the business center where your business is located or as selected by TRUE Space.
23. Standard Monthly Services
The standard TRUE Space Monthly Services fees plus appropriate taxes and all other monthly fees and charges referred to in this Agreement and Addendums, in accordance with our published rates which may change from time to time, are due in advance, in full, on the 1st day (or day we designate) of each month payable to “TRUE Space”. You agree to pay promptly all (i) sales, use, excise and any other taxes, surcharges or license fees which you are required to pay to any governmental authority (and, at our request, will provide to us evidence of such payment), and (ii) any taxes paid by us attributable to your accommodation, including, any gross receipts, rent and occupancy taxes, surcharge fees or tangible personal property taxes. Payment will be made through Monthly or Annual Recurring Billing to the provided payment card(s) to include any valid payment card associated with this or any other account you have with us, or alternatively to any cards previously provided. Rate Lock Guarantee: Your monthly virtual office service rate will not change as long as your account is active and current (paid on time each month). If your account payment is late, your monthly virtual office service rate will adjust to the then advertised monthly service rate.
24. Pay-as-you-use “Additional Services”
Fees for pay-as-you-use services, plus applicable taxes, in accordance with our website advertised rates, may change from time to time. Additional services require an additional deposit or credit/debit card on file to facilitate immediate payment. In the event that an invoice is issued for the previous month’s usage, it is due and payable on the date shown on the invoice (such day as we designate).
25. Service Retainer (Virtual Office Deposit) / Mail Forwarding Deposit / Conference Room Deposit
You will be required to pay Service Retainers (Deposits) on entering into your Agreement. This will be held by us as security for performance of all your obligations under your Agreement. When you comply with all obligations under your Agreement, all Service Retainers/Deposits will be returned to you 45 days after date your formal Cancellation Date. Any remaining charges will be adjusted from your Service Retainer/Deposit balance. 30 day notice of Cancellation of Agreement and termination of use of the TRUE Space address is required in order to receive a refund of your Service Retainers/Deposits. We may require you to pay an increased Service Retainer/Deposit if outstanding fees exceed the Service Retainer/Deposit held or you frequently fail to pay us when due. Annual plan clients that cancel prior the end of 12 months will forfeit their Service Retainer/Deposit. A Mail Forwarding Deposit is required if you select mail forwarding services. A minimum initial mail forwarding deposit is $25.00 ($50.00 International). Once this amount decreases below $7.00 it will be automatically replenished with an additional deposit ($25.00 or $50.00) processed to your payment card on file. An Express/Ground Forwarding Deposit (min. $50.00 by check or money order) is required for forwarding your mail by UPS or FedEx.
26. Late Payment
If you do not pay fees when due, a monthly service fee of $25.00 per virtual space account will be charged on any overdue balances. Interest on unpaid balances will accrue at a rate of 1% per calendar month (12.6825% APR), or part thereof. If you dispute directly with TRUE Space, a part of any invoice or amount shown due, you must pay the amount not in dispute by the due date or be subject to late fees. In the case of U.S. Government Contracts, the amount of interest and fees we charge will be lesser of the amounts stated or those set by the Secretary of the Treasury and implemented by the Prompt Payment Act. Accounts that are not paid in full by the 14th of the month at 5:00pm EST are in “Default”. Reinstatement of a defaulted account requires payment of a $100.00 Reinstatement Fee in addition to all past due amounts and late fees.
27. Insufficient Funds Check Fees & Payment Card No Dispute Clause
You will pay a fee of $75.00 for the return of any payment for insufficient funds. No Dispute Clause: As a party to this Agreement you agree to never file a payment dispute with your payment card provider regarding TRUE Space charges processed to your payment card (credit or debit). Instead you agree to contact TRUE Space to discuss the issue with the sole external remedy being binding arbitration to be held in the county where your virtual office is located. Disputed charges incur a Dispute Penalty Fee of $75.00 per disputed charge as compensation to TRUE Space for the substantial labor time and financial penalties from card processors in association with disputed charges.
Your Agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.
29. Personal Guarantee
You agree and confirm this agreement by checking the box on the TRUE Space Sign Up Form, that you take upon yourself the personal guarantee of all amounts owed to TRUE Space, Inc. in association with this Agreement. You agree to promptly pay (within 30 days of notification of past due balance) delivered to you, or the business entity which you have registered with us, all amounts owed TRUE Space, Inc. and agree to be responsible for all fees and expenses (legal and otherwise) associated with the collection of amounts.
30. Unauthorized use of TRUE Space Address
Through this Agreement, you gain the right to use the TRUE Space address solely for the business named on this Agreement, for the duration of this Agreement. Use of the TRUE Space address, in association with any other business name or entity will result in a $250 Use Without Authorization Fee and automatic creation of another virtual office account for each additional business name or entity. You agree to pay for the monthly virtual office costs and all associated fees for all business names and entities with which you are using the TRUE Space address, and hereby authorize TRUE Space to apply such charges to your payment card(s) on file including retroactive charges, late fees, and Use Without Registration Fees, dating back to the first identified use of the TRUE Space address.
Mass Mailings: The TRUE Space addresses cannot be used in conjunction with mass mailings (advertising mailings to recipients that are not currently your clients). A $2.00 fee per piece of “returned to sender” mail applies to any mail associated with a mass mailing.
Upon termination of this Agreement, you agree to immediately change your business address to no longer use the TRUE Space address. This includes changing your address directly (Change of Address to Post Office is NOT permitted) with all business and client accounts as well as the Georgia Secretary of State’s office, county offices, and all government agencies. You must immediately cease using our address on websites, Google accounts, or any other accounts you maintain online. The use of our address is the PRIMARY business service we provide. Continued use of the TRUE Space address, beyond 30 days of your Agreement Cancellation Date (or the day after your Cancellation Date for purposes of use of the address on file with the Georgia Secretary of State), will cause your account to reactivate and any missed payments between the time of service Cancellation Date and the current date will be billed to you. These charges will be processed to any credit or debit card previously provided to us including applicable late fees. You agree that all such charges and late fees for continued use of a TRUE Space address are appropriate. In the event payment cannot be made to your credit or debit card on file, you agree that you will pay all amounts due upon receipt of notice within 30 days of receipt of such notice (you agree that email is an acceptable form of notice). Monthly charges will accrue at a rate equivalent to your standard monthly service fee for virtual office and registered agent services plus a $25.00 late fee) for each business/entity utilizing the TRUE Space address, and will be retroactive to the date service was originally terminated. Exceptions: 1) TRUE Space recognizes that “junk mail” senders may continue mailing to this address, these types of mailings will not be considered continued use of the TRUE Space address. 2) We understand that outdated online databases scrape data that may continue to display our address for your business (not considered continued address usage).
Unauthorized Registered Agent Use of Address: The virtual office (business address) we issue is NOT PERMITTED for use for registered agent services. Use of our business center address for Registered Agent Service will trigger a Violation and incurs a penalty fee of $50.00 and ongoing penalty fees of $20.00 per piece of registered agent mail received addressed to the business center address instead of our registered agent address. Such mail will be returned to sender after notifying you of the mail receipt violation. Automatic enrollment in Registered Agent Services will occur, and you agree to pay and authorize charges to your payment card for penalty fees, all associated deposits, prepaid amounts and monthly or annual service charges. Unauthorized use of our address as a registered agent address for a business not already registered for virtual office services will result in a combined $199.00 Annual Service Fee and $10.00 Registered Agent Deposit charge to your payment card. The address we use for registered agent service is not the same as our normal business center addresses.
31. Package Limitations
TRUE Space does not offer package receiving services. But, we will make exceptions to receive select packages that can only be sent to a corporations mailing address such as: business checks; corporate seals; and incorporation kits. Overnight and express flat envelopes are not considered packages and are treated as mail for processing purposes. In cases where a corporate specific package (as mentioned above) is received, we will notify you via email of the package and you agree to pick up all packages within 3 business days. If not picked within 3 business days, you authorize TRUE Space to return to sender if sent by UPS, FedEx or US Mail, or otherwise donate, or discard package and contents at TRUE Space’s discretion. Return of Packages: Since TRUE Space does not receive packages as part of our service, we will automatically return the packages to sender if able, no notification of package returns will be provided. Packages received through the US Mail, UPS, and FedEx can be returned to sender. Packages received from any other shipper/carrier will be discarded or donated to charity.
32. Mail and Package Permissions
You authorize TRUE Space to open mail or inspect the contents of mail and packages under the following circumstances: a) Packages are being forwarded to your requested address outside the U.S where Customs Forms require the shipper to attest to the contents of the package, b) In situations where you have requested mail to be scanned and emailed to you, c) Any situation in which TRUE Space suspects the contents of the package may violate our Package Limitations or Rules, d) When we need to determine if the package meets one of our package exemption categories (business checks, corporate seals, incorporation kits), e) Any situation where TRUE Space suspects packages contain illegal substances, f) You specifically request us to open specific mail, batches of mail, or packages, g) Anytime a package is going to be discarded or donated to charity due to non-compliance with our package rules or in cases of an abandoned package (not picked up within 3 business days), h) Mail that you have requested to be scanned and emailed to you, i) Mail which we are trying to identify if it is junk mail. You are requesting that TRUE Space discard all catalogs, magazines, brochures, advertisements, known scam mail, mail from cable, internet, and other "office location" based services.
33. Real Estate Disclosure
All parties acknowledge that TRUE Space Inc. principal Gary Krajecki is a licensed agent with PalmerHouse Properties (HomeSmart). This Agreement and all activities associated with TRUE Space, Inc. are completely separate from PalmerHouse Properties (HomeSmart) and are not warranted by PalmerHouse Properties (HomeSmart). All parties hereby hold PalmerHouse Properties (HomeSmart) fully and completely harmless for the products and services provided through TRUE Space, Inc.
34. Attorney In Fact for Registered Agent Information
You grant Power of Attorney to TRUE Space, Inc. to act as Attorney-In-Fact for purposes of making updates to your corporate filing with the Georgia Secretary of State, with respect to, and limited to, updating, changing, deleting address and Registered Agent information.
35. All Costs
You personally agree to pay all costs, including interest, legal, and collection fees related to collection of amounts due to TRUE Space, Inc. under this Agreement.
36. Digital Signature
By entering my name on the TRUE Space Online Sign Up Form, it is my intent, and I am providing consent to use my digital signature as a means of accepting the terms of this Agreement and testify that I have read, understand, and agree to the terms of this Agreement in its entirety. Additionally, It is my request that any courts involved in interpreting this Agreement, accept my digital signature in lieu of physically signing this form in accordance with the ESIGN Act and the Uniform Electronic Transaction Act (UETA). I agree to comply with the terms of this Agreement which may include any associated service selection forms.
37. Refund and Cancellation
The primary service associated with a virtual office is the "Right" to use the TRUE Space address. Once TRUE Space has issued your virtual office account Confirmation Email, that "Right" is granted for the calendar month and any prepaid periods. The "Right" continues and monthly charges are due until you properly close your account by doing the following: 1) Email us at email@example.com that you are giving 30 Day Notice of Cancellation,2) Ensure your account is paid in full; 3) You cease using the issued virtual office address and remove it from all accounts, websites, business license filings, and corporate filings. Refunds: Due to the digital granting of the "Right" to use our address through our Sign Up Form, and the continued renewal of this right each month, No Refunds are provided after issuance of your Confirmation Email or payment of your monthly service payment. Client prepaying for periods in excess of one month receive a discounted rate in exchange for this term commitment. No refund of prepaid service is provided. Deposits are refunded in accordance with the deposit refund processes contained herein.
38. Intellectual Property
We own all right, title and interest, in and to all Intellectual Property Rights (as defined herein) in the Services and websites, and these Terms do not grant you any rights to our Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, service mark rights, goodwill, trade secret rights, and any other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.