Terms

Terms of Business

Last updated: July 24, 2020

USING ONEPLAN BUSINESS CENTRES

The following outlines the Terms of Business for OnePlan Business Centres (“OnePlan”) and its Membership Agreement (“Agreement”) which you, the Member, have signed.

This Agreement supersedes any previous Agreement you may have with us for the same services and contains all the terms to which we have agreed.

1.0 STANDARD SERVICES INCLUDED IN YOUR ONEPLAN MEMBERSHIP

1.1 Office Accommodation
Your Agreement lists the services and (where applicable), the fully furnished accommodation(s) that OnePlan has initially allocated for your use and for which you have agreed to pay. From time to time, OnePlan may need to allocate different accommodations, but these will be of equivalent size and we will attempt to obtain your approval with respect to such different accommodations in advance.

1.2 Office Services
OnePlan will provide the services described in your Agreement during normal operating hours, Monday to Friday, 9 am to 5 pm (connectivity is available 24/7). All services are subject to the availability of OnePlan’s staff at the time of any service request. We will endeavour to deal with a service request at the earliest opportunity, but will not be held responsible for any delay. If, at OnePlan’s discretion, a request for any particular service is deemed excessive, OnePlan reserves the right to charge an additional fee at our usual published rates based on the time taken to complete the service. Special arrangements for the use of services outside of defined operating hours are available on request, subject to availability.

1.3 Internet Use
You as a Member must comply with any copyright notices, license terms or other notices appearing on screen or as part of any material on the Internet or our network. You must not copy, use or exploit such software or other material in any way, unless we have explicitly given you permission to do so. You must strictly comply with the terms of any permission that we give. We do not make any representations as to the security of our network (or the Internet) or of any information that you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances. We cannot guarantee that a particular degree of availability will be attained in connection with your use of the services. You hereby warrant to us that our provision of these services to you will not infringe the rights of any third party. We warrant that the services shall be provided and performed in a professional and workmanlike manner and shall conform to the description of the services set out in your Agreement. If we fail to provide the services as warranted, your sole and exclusive remedy shall be the remedy of such failure by us within a reasonable time after written notice. The above warranty is in lieu of all other terms, conditions and warranties, whether express or implied by usage, custom, statute or otherwise, appertaining to the services and manner in which we perform our obligations and exercise our rights including, but without prejudice to the generality of the foregoing, such as relate to the description, performance, quality, suitability or fitness for any particular purposes, of the services. We do not warrant that the services will be uninterrupted or error free.

2.0 USING THE ACCOMMODATION

2.1 Moving In
When you move in, you’ll be required to sign an inventory of all accommodation(s), furniture, and equipment you are permitted to use, as well as keys and entry fobs/cards issued to you. Your Agreement indicates how many employees may work in your accommodation(s) on a regular basis. If OnePlan finds that you are exceeding the number of people on a regular basis, those employees will be required to pay a daily rate for additional accommodations.

2.2 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. Office/Accommodation use of a “retail” nature is not permitted. You must not carry on a business which competes with our business of providing serviced offices. You must not use the name OnePlan or any of its associated companies in any way in connection with your business.

2.3 Your Name And Address
You may only carry on business in the name listed on your Agreement. At your request, we will include your business name in the house directory at the business centre, where this is available. You must not put up any of your own signs on the doors to your accommodation or anywhere else which is visible from outside the accommodation you are using. You may use the OnePlan address on your Agreement as your business address. If you use the OnePlan address as your registered business address, you must have a third-party registered as your agent for service of process.

2.4 Good Care
You must take good care of all parts of the business centre, 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 centre with your permission or at your invitation.

2.5 Office Furniture and Equipment
You must not install any furniture or office equipment, cabling, IT or telecom connections without the express written consent of OnePlan, which we may refuse at our absolute discretion.

2.6 Keys and Security
Any keys or entry fobs/cards which we let you use remain our property at all times. You 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 you must pay the cost of replacement keys or fobs/cards and/or changing locks, if required. It is your responsibility to lock the doors to your accommodation when you leave.

2.7 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 centre 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 centre. You acknowledge that:

  • the terms of the foregoing sentence are a material inducement to us for the execution of your Agreement and
  • any violation by you of the foregoing sentence shall constitute a material default by you hereunder, entitling us to terminate your Agreement.

2.8 Comply With House Rules
You must comply with any house rules which we impose generally on OnePlan Members and their guests, whether for reasons of health and safety, fire precautions or otherwise.

2.9 Insurance
It is your responsibility to arrange insurance for your own property which you bring into the business centre and for your own liability to your employees and to third parties.

3.0 PROVIDING THE SERVICES

3.1 Access To Your Accommodation
OnePlan can enter your accommodation at any time. However, unless there is an emergency, we will, as a matter of courtesy, try to inform you in advance when we need access to carry out testing, repair or works other than routine inspection, cleaning, and maintenance. We will also respect security procedures to protect the confidentiality of your business.

3.2 At The Start Of Your Agreement
If for any reason we cannot provide the Accommodation(s) stated in your Agreement by the date when your Agreement is due to start, we have no liability to you for any loss or damages but you may cancel the Agreement without penalty. We will not charge you the standard fee for accommodations you cannot use until they become available.

3.3 Suspension Of Services
We may by notice suspend the provision of services (including access to the business centre) 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.

4.0 YOUR MEMBERSHIP AGREEMENT

4.1 The Nature Of Your Agreement
Your Agreement is the commercial equivalent of an Agreement for accommodation in a hotel. The whole of the business centre remains the property of OnePlan and in OnePlan’s possession and control. You acknowledge that your Agreement creates no tenancy interest, leasehold estate or other real property interest in your favour with respect to the accommodation. We are giving you just the right to share with us the use of the business centre 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.

4.2 Duration
Your Agreement lasts for the period stated therein. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be the market price listed on your Agreement. In all other respects, your Agreement will renew on the same terms and conditions.

4.3 Bringing Your Agreement To An End
Either of us can terminate your Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving one month’s written notice to the other. However, if your Agreement, extension or renewal is on a month-to-month basis, the notice period is two weeks.

4.3 Ending Your Agreement Immediately
We may put an end to your Agreement immediately by giving you notice if:

  • you become insolvent, go into liquidation or become unable to pay your debts as they fall 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 seven days of that notice, or
  • your conduct, or that of someone at the business centre 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, or if you choose to end your Agreement before the end of the Term specified in your Agreement, it does not put an end to any outstanding obligations you may have and you must pay the following:

    • pay for additional services you have used;
    • pay the standard membership fee for the remainder of the then-current calendar month and the next full calendar month;
    • pay for any discounts from regular Membership Fees and Taxes for services provided during the length of the Agreement; and
    • indemnify us against all costs and losses we incur as a result of the termination.

4.4 If The Business Centre Is Not Available
In the unlikely event that we are no longer able to provide the services and accommodation at the OnePlan business centre stated in your Agreement, then your Agreement will end and you will only have to pay standard membership fees up to the date it ends and for the additional services you have used. We will try to find suitable alternative accommodation for you at another business centre.

4.5 When Your Agreement Ends

  • Upon your departure or if you, at your option, choose to relocate to a different accommodation within the business centre, we will complete an inspection of your accommodation. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If you leave any of your own property in the business centre, we may dispose of it in any way we choose without owing you any responsibility for it or any proceeds of sale.
  • In order to transition your mail from the business centre, we will hold your mail for the time period as specified below:
    • For memberships which have lasted for 1 year or longer: 2 months
    • For memberships which have lasted for more than 3 months, but less than 1 year: 1 month
    • For memberships of 3 months or less: 2 weeks
  • If you continue to use the accommodation when your Agreement has ended:
    • you are responsible for any loss, claim or liability we incur as a result of your failure to vacate on time.
    • we may, at our discretion, permit you an extension for a specific period of time at the standard membership rate.

4.6 Notices
All formal notices must be in writing. The Member is responsible to keep an updated address of record at the business centre.

4.7 Confidentiality
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.

4.8 Indemnities
You must indemnify OnePlan 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).

  • 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 centre and its 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.

4.9 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 fulfil our obligations under your Agreement; for work assessment and fraud prevention; or to make available information about new or beneficial products and services offered by us.

4.10 Applicable Law
Your Agreement is interpreted and enforced in accordance with the laws of the province of Ontario. We both accept the exclusive jurisdiction of the courts of such jurisdiction where the centre is located.

5.0 FEES
In the following clauses any references to “fees” alone means all of the standard membership fees and pay-as-you-use fees.

5.1 Standard Services
The standard Membership fees, plus appropriate taxes and all other fees and charges referred to in your Agreement, in accordance with our published rates which may change from time to time, are invoiced in respect of the services to be provided during the following month in advance in full on the 1st day (or such other day as we designate) of each month.

5.2 Pay-as-you-use Services
Fees for pay-as-you-use services, plus applicable taxes, in accordance with our published rates which may change from time to time, are invoiced as follows:

  • For Private Office Agreements: in arrears or around the 23rd of the month, in conjunction with the Standard Services referred to above, and are due and payable on the 1st day (or such other day as we designate) of the month following the calendar month in which the additional services were provided.
  • For all other Agreements: at the time in which the service is provided

5.3 Meeting Room / Day Office Cancellation Policy
Any area of the facility which is required to be booked, including but not limited to meeting rooms and day office rentals (both “pay-as-you-use” services and bookings as part of a preset monthly or annual package) are subject to the cancellation policy that follows:

  • Full payment is due at the time booking
  • No refunds permitted within 2 business days of the event date
  • 50% refund if booking is cancelled 2-7 business days before the event date
  • Full refund if booking is cancelled more than 7 business days before the event date

5.4 Deposit
You will be required to pay a Deposit equivalent to one month of your standard Membership fee upon entering into your Agreement. This will be held by us as security for performance of all your obligations under your Agreement. The Deposit, or any balance after deducting outstanding fees, will be returned to you within 7 days of the date you have settled your account with us in full. We may require you to pay an increased Deposit if outstanding fees exceed the Deposit held or you frequently fail to pay us when due.

5.5 Late Payment
If you do not pay fees when due, a service fee of $25.00 plus 5% interest will be charged on all overdue balances under $1,000.00 or a fee of $50.00 plus 5% interest on all overdue balances will be charged on all overdue balances of $1,000.00 or greater. If you dispute a part of any invoice, you must pay the amount not in dispute by the due date or be subject to late fees.

5.6 Insufficient Cheque Fees
A fee of $35.00 per instance will be charged for NSF cheques.

5.7 Subordination
Your Agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.

5.8 Fines
You will be required to reimburse OnePlan any municipal, regional, provincial, and federal by-law infraction fines, penalties, interest and court costs levied upon OnePlan, Inc. which are directly related to non-compliance by yourself, your staff, and/or your invited guests. You agree that OnePlan may, in our sole discretion, pay all tickets, citations, fines, penalties and interest on your behalf directly to the appropriate authority and you will pay us for what we paid to the appropriate authority or their designated agents plus a reasonable administrative fee and any attorneys’ fees and expenses we incur. You agree and acknowledge that OnePlan cooperates with all federal, provincial, municipal and local officials charged with enforcing these infractions to provide any information necessary as they may request or may otherwise be required. This includes, but is not limited to, the City of Burlington Mask By-law 62-2020, A by-law to Impose Regulations Requiring the Wearing of Masks or Other Face Coverings Within Enclosed Spaces Open to the Public.

6.0 LIABILITY
OnePlan 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 our interest in the building containing the business centre 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, you release OnePlan from any liability arising out of or incurred in connection with any Member Mail.

IN NO EVENT WILL ONEPLAN OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS BE LIABLE TO THE MEMBER, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM THE MEMBER’S USE OF THE SPACE, EVEN IF ONEPLAN IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONEPLAN’S LIABILITY TO THE MEMBER OR ANY PARTY CLAIMING THROUGH THE MEMBER, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID FOR THE SPACE, IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.