Terms and conditions

General Terms and Conditions

Names and Titles. The executed Membership Agreement (“MA”) constitutes a license agreement between the licensee (“Member”) that executed the MA and the licensor (the “Business Center Operator”) FENS Business Center LLC, a Utah limited liability company, doing business as Office Suites Utah. The Business Center Operator is the operator of the business centers located at 3115 East Lion Lane, Salt Lake City, Utah 84121 and 504 W. 800 N., Orem Utah 84057 (collectively, the “Business Centers” and each, a “Business Center”).
Business Center Rules. In addition to these Terms and Conditions, the Business Centers may have additional guidelines (“Business Center Rules”) that Members utilizing the space or services must abide by and will be furnished upon request. In the event of any inconsistency between the provisions of the Business Center Rules and these Terms and Conditions, the terms of the Business Center Rules shall control.
Meeting Room Cancellation Policy. All meeting room reservations have a minimum 24-hour cancellation policy unless otherwise noted by Business Center Operator. Failure to comply with this policy will result in Member being charged the full price of the scheduled meeting. Contact the Business Center Operator for details.
Invoices. Recurring invoices will be distributed via email and will include any: 1) recurring monthly fees as described in the MA, which are billed in advance, and 2) usage charges for the previous month. Any one-time expenses such as set up fees, service retainers, late fees or prorated monthly fees may be invoiced at any time.
Cleaning and Restoration Fee. A minimum cleaning fee of $200 may be charged upon move out for any dedicated space occupied by a Member. This fee covers cleaning and restoration of the space and will be determined at the sole discretion of the Business Center Operator. The cleaning fee may be further defined or amended in the Business Center Rules.
Payment. Payment is due 4 days after the invoice date. All month-to-month Members are required to be on an auto-bill system using a valid debit card, credit card or checking account. Auto-bill payments are charged to the debit card or credit card or debited from the checking account 4 days after the invoice date. Members not on a month-to-month MA may either pay by check or sign up for the auto-bill system. Checks may be dropped off at a Business Center reception desk or mailed to the Business Center Operator. All set up fees or retainers must be paid in full prior to the commencement of service. No cash payments will be accepted. If Member has selected auto-bill, Member has authorized the Business Center Operator to charge Member’s account for all fees due under the MA.
Late Fees and Insufficient Funds. For invoices not paid within 9 days after the invoice date, a late fee will be assessed in the amount of 10% of the overdue balance. The Business Center Operator will not be responsible for any insufficient fund fees charged by Member’s bank as a result of auto-bill. The Business Center Operator will charge a minimum fee of $25 each time any invoice amount due by Member cannot be collected due to insufficient funds.
Automatic Renewal. At the end of the initial term, the Member’s MA will automatically renew on a month-to-month basis until notice via email is provided by the Member as stated in the Termination by Member section of these Terms and Conditions. A Member’s right to renew the MA at the end of the original term is subject to approval by the Business Center Operator. Such renewals are subject to any updated pricing determined by the Business Center Operator as stated in Price Changes and Terms and Conditions section of these Terms and Conditions.
Price Changes and Terms and Conditions. All month-to-month MA pricing, additional services, and meeting space pricing is subject to change with 30 day notice from the Business Center Operator via email. The Terms and Conditions are subject to change at any time and are available upon request from the Business Center Operator. If changes are made to the Terms and Conditions, Members will be notified via email. Additional service fees and pricing may vary from Business Center to Business Center.
Termination by Member. Any month-to-month Member may terminate the MA by contacting their Business Center Operator via email. Termination shall be effective 30 days after the notice date. A final invoice will be issued after the termination date for any remaining usage charges. Upon the termination date, all services shall immediately cease. Members with a term other than month-to-month may terminate early by, 1) contacting their Business Center Operator via email to begin the process, 2) agreeing to pay an early termination fee where applicable, and 3) paying all outstanding invoices and fees on or before the termination date. The early termination fee is equal to the greater of a) 2 months fees, or b) one-third of the remaining total obligation. Termination shall be effective on the last day of the next month following receipt of notice if the above terms are met. The early termination fee may be further defined or amended in the Business Center Rules.
Service Provisions. Services provided to the Member are indicated in the MA. Some restrictions may apply. Additional services may be added by the Member for an additional cost. Services are intended for the direct and personal use of the individual Member or Members and not as a substitute for a call center, corporate/medical reception desk or any similar use. The Business Center Operator will notify a Member if it believes that Member’s usage is not in accordance with this policy and may limit the services or implement charges for the excessive usage.
Telephone and Internet Services. The Business Center Operator agrees to supply commercially reasonable business level Internet access (intended for email, web browsing and occasional upload/download of data) and telephone service if applicable. If such services are suspended for maintenance or fail for any reason, Member shall not be entitled to any financial damages from the Business Center Operator in regard to loss of service, including consequential damages, and the Business Center Operator’s responsibility shall be to restore the service as soon as commercially reasonable. The Business Center Operator may allocate available bandwidth and restrict specific uses among the Members so that Members are provided with reasonable levels of service. Internet access may be used only for lawful purposes and any Member violating this policy may be terminated immediately.
Member Provided Equipment. Members must seek the permission of the Business Center Operator prior to installing equipment, such as switches, hubs, routers, servers, printers, scanners, fax machines or VOIP phones, in a Business Center. If this equipment interferes with the optimal functioning of the Business Center network, the Member may be charged tech support fees to restore the network to previous working order. The Business Center Operator disclaims responsibility for any Member equipment stored in any dedicated space, telecommunications room or other facility at a Business Center. The Business Center does not support any Member provided equipment.
Pet Policy. For the safety and comfort of all Members, pets are not allowed in the Business Centers.
Telephone Numbers and Porting. Members using telephone services have the option of 1) using a phone number supplied by the Business Center Operator, 2) porting their phone number to the Business Center network, or 3) retaining their own phone number which they forward to the Business Center. If a Member utilizes options 1 or 2, the phone number becomes the property of the Business Center Operator. At any time, Members can choose to port off most phone numbers owned by the Business Center Operator as described in options 1 and 2 above. After porting off, the phone number becomes the property of the Member. Porting on or off is subject to fees outlined by the Business Center Operator and to restrictions imposed by the Business Center Operator’s and the Member’s carriers. Members must be current with all invoices prior to porting off a phone number and must complete and sign required paperwork for the process to take place. Porting can be a time consuming and frustrating process due to the cooperation required from multiple telephone companies. For this reason, the Business Center Operator cannot provide a time estimate as to the duration of the process. The Business Center Operator is not liable for any damages incurred by Member from delays in completion of the porting process.
Default by Member or Termination by the Business Center Operator. If a Member does not pay its entire invoice by the 25th day after the invoice date or if the Member breaches any other provisions of the MA or Business Center Rules, such Member’s license is subject to immediate termination and collection actions. The Business Center Operator also has the right to immediately terminate the license of the MA for any reason, including but not limited to, if the Member or any of Member’s guests, employees or vendors acts in a way that is incompatible with normal dedicated space use, is disruptive or disrespectful to other Members or the Business Center Operator employees, violates any legal or zoning rules or acts in an immoral or unethical manner. Appropriate Business Center conduct may be further defined in the Business Center Rules. Unused monthly services do not have any monetary or exchange value and Member will not receive a refund of any Monthly Fees that have then been paid by Member. Member is not entitled to any refund for any paid services upon termination of the MA. In both of the aforementioned situations, the Business Center Operator may discontinue service and restrict the Member’s access to the Business Centers and any Member services, including, but not limited to, changing the password on the Member’s voicemail, discontinuing electronic access, halting acceptance of mail, and changing locks on dedicated spaces. Member shall pay upon demand all costs and expenses, including reasonable attorney fees, incurred by the Business Center Operator in enforcing the observance and performance by Member of all covenants, conditions and provisions of the MA, as applicable, to be performed by Member, including those resulting from Member’s default. If a Member that is terminated for nonpayment, subsequently makes the required payments and then continues service, a new setup fee will be charged. If the Member benefited from a special discount, promotion or offer, the Business Center Operator may discontinue that discount, promotion or offer without notice if the Member materially breaches these terms and conditions.
Keys and Security. In the event of a lost or unreturned dedicated space key, mailbox key or security card or fob, the Business Center Operator must be informed immediately, and Member must pay the costs of replacement and rekeying of locks if necessary. All keys and security cards or fobs must be returned upon termination of the MA. Members may be subject to a fee for all key, security cards, or fob replacements as determined by the Business Center Operator.
Insurance, Responsibility of Member. It is the Member’s responsibility to provide personal property and general liability insurance for the Member and any employees, guests, visitors, vendors or other third parties associated with the Member, and the Member’s personal property located in a Business Center. Member further agrees on its own behalf and on behalf of its officers, managers, directors, shareholders, partners, agents, employees, former employees, attorneys, representatives, investors, lenders, members, administrators, affiliates, divisions, insurers, predecessor and successor entities, and assigns, hereby releases and forever discharges the Business Center Operator and its officers, managers, partners, agents, employees, former employees, attorneys, representatives, investors, lenders, members, administrators, affiliates, divisions, insurers, predecessor and successor entities, and assigns, from, and agrees not to sue concerning, any and all claims, rights, demands, actions, debts, obligations, liabilities and causes of action of any and every kind, nature and character whatsoever, in law, equity or otherwise, which such person may have arising from or relating to any loss or damage of Member’s personal property located in a Business Center.
Insurance, Responsibility of the Business Center Operator. The Business Center Operator shall have and maintain in effect at all times property and general liability insurance in such amounts as shall be determined appropriate by the Business Center Operator.
Governing Law. The MA and these Terms and Conditions are governed by and shall be construed in accordance with the laws of the state of Utah, without reference to conflict of law’s provisions thereof. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts in Utah for any matter arising out of or relating to the MA and these Terms and Conditions.
Nature of the Agreement. The MA is the equivalent of a revocable license. Member agrees that the MA creates no tenancy, leasehold estate or any other property interest. Member hereby acknowledges and agrees that the MA is subordinate to the terms of any lease agreement between the Business Center Operator and its landlord.
Assignment or Sublicensing. Dedicated space use is limited to the Member listed on the MA. Member may not assign the MA without the written consent of the Business Center Operator and any attempted assignment without such consent shall be void. Any consent by the Business Center Operator shall not relieve Member of its primary obligations including the payment of all fees. Business Center Operator may assign or transfer this MA or any of its rights under this MA without notice to Member, except as otherwise required by law.
Retainer. The retainer amount shown in the MA must be paid by Member at time of the MA execution. The retainer will be held by the Business Center Operator throughout the initial term and any automatic renewal period to secure the performance of Member’s obligations, covenants, and agreements. The Business Center Operator shall have the right to apply all or any portion of such retainer to cure any and all defaults of Member under the MA, including any damage or alterations to the Business Centers. The Business Center Operator agrees to return the balance of the retainer to the Member, without interest, within 60 days after termination of the MA. The Business Center Operator shall use commercially reasonable efforts to return the retainer to the Member. If the Member cannot be located, the retainer shall be forfeited one year after termination of the MA.
Maintenance and Use of Dedicated Space. Member agrees to maintain dedicated space in good condition and repair any damage caused by Member at Member’s cost and expense. Member further agrees at the end of the term of the MA to return the dedicated space to the Business Center Operator in substantially as good condition as when received. Member shall use the dedicated space for general office purposes only. Member shall conform to all present and future laws and ordinances affecting the building. No storage of any material outside of the dedicated space shall be allowed unless first approved by the Business Center Operator via email. Member shall not store or use any hazardous materials in the dedicated space. Member further agrees not to install any electrical equipment that overloads any electrical paneling, circuitry or wiring and further agrees to comply with the requirements of the insurance underwriter or any governmental authorities having jurisdiction thereof.
Personal Property Taxes. Member shall be responsible for all taxes and assessments levied and or assessed by any governmental authority against any furniture, fixtures or equipment owned by Member.
Inspection and Right of Entry. The Business Center Operator shall have the reasonable right to enter dedicated space for inspection, to make repairs, alterations, improvements, additions, or for any other reason the Business Center Operator may deem necessary or desirable. Fees shall in no way abate while such repairs, alterations, improvements, or additions are being made, for reason of loss or interruption of business of Member or otherwise.
Disclaimer of Liability. Member understands and voluntarily accepts any risks associated with Member’s services or any use of the Business Centers. Except where prohibited by law, Member agrees that the Business Center Operator and all of its affiliates and subsidiaries and their respective successors, assignees, officers, directors, owners, employees, agents and representatives will not be liable for any injury, including, without limitation, personal, bodily, or mental injury, economic loss, or any damage resulting from negligence and other acts of the Business Center Operator, its employees, officers, representatives, owners, partners, or affiliates. The Member expressly and specifically agrees to waive, and agrees not to make, any claim for damages, direct, indirect, punitive, special or consequential, including, but not limited to, lost business, revenue, profits or data, for any reason whatsoever arising out of or in connection with this agreement, any failure to furnish any service provided hereunder, any error or omission with respect thereto, from failure of any and all courier service to deliver on time or otherwise deliver any items (mail, packages, etc.), or any interruption of services (including, but not limited to, interruptions caused by acts of God (such as fire, flood, earthquake, storm, lightning strike, tornado, volcanic eruption, hurricane, or other natural disaster), pandemics, strikes, lockouts, war, riots, and acts of a public enemy or terrorist).
Other Provisions. Business Center Operator may delay enforcing any of its rights without losing them. Business Center Operator can enforce this MA against Member’s heirs and legal representatives. Any individual who is executing the MA in his or her capacity as an officer, director, shareholder, member or otherwise on behalf of any legal entity warrants that he or she is authorized to do so and that, by his or her signature hereto, such entity is thereby legally bound. The MA, these Terms and Conditions, and any other documents referenced herein, constitute the entire agreement and understanding of the parties with respect to their subject matter, and supersedes all previous or contemporaneous representations or agreements of the parties regarding their subject matter.