Privacy and Legal Agreement

Operator Obligations

1.To permit the Client to share with the Operator use of the Available Space or such other suite(s) or room(s) as the Operator may from time to time direct for the Term of this License Agreement.

2.To permit the Client to use the Available Space as offices and to use the Operator’s fixture and fitting in the Available Space.

3.The Operator shall during the Term use reasonable endeavors to:

1.Provide an available desk to the Client, if available.

2.Provide communal reception, kitchen, tea point and toilet facilities for the benefit of all occupiers.

3.Provide management, caretaking, cleaning security refuse disposal and other such services including CCTV as the Operator shall deem appropriate to the proper management of the Building. For the avoidance of doubt, the Operator shall not be held responsible for any loss or damage to the Client’s Property at the Building.

4.Provide lighting and running water to the appropriate areas of the Building.

5.Make available internet connection which the Client will be able to use.

6.Make available to the Client photocopying and printing service which the Client will be able to use, subject to the payment by the Client of the associated service charges. For the avoidance of doubt, the Client will be required to pay for the printing and photocopying services immediately upon use of the services.

7.Make available to the Client board room(s), training room(s) and meeting room(s) subject to the payment by the Client of the associated service charges if the designated free hours have been fully utilized.

8.Provide mail handling service for letters or packages or documents received at the Building’s Reception, on behalf of the Client and subsequent immediate communication to the Client of such receipt.

9.Make available to the Client such other services as may be agreed between the parties subject to the payment by the Client of the associated service charges.

Client Obligations

4.The client shall:

1.Explain to the Operator its nature of business and use the Available Space or the specified Use and for no other purpose. The Client agrees with the Operator not to carry on any business which could be construed as illegal, defamatory, immoral, obscene and agrees not to use the address of the Operator directly or indirectly for any such purpose(s).

2.Keep the Available Space clean and tidy and use the Building, Available Space clean and tidy and use the Building, Available Spaces (or such other suite(s) or room(s) as may be directed by the Operator) and all its furniture and equipment in a reasonable manner and so as not to cause damage to the same. Where the Client is in default under this Clause (2) the Operator may enter the Available Space and make good the default in repair or decoration and the expense of so doing shall be borne by the Tenant and paid to the Operator on demand.

3.Pay the Rent on the first day of each month plus VAT at the current rate on all fees and other charges levied by the Operator without deduction or set off together with interest at the rate of 1.5% per month on all overdue payments.

4.Pay the Operator all charges in respect of all telephone calls made by the Client and all other extra services provided either by the Operator or (where the Operator is initially responsible for the cost) by any other person at the Client’s request including (without limitation) photocopying, printing, refreshments, storage, secretarial services, board/ training, meeting room(s) fees (together with any VAT that may properly be payable).

5.Comply with all current legislation applicable to the Client’s use and occupation of the available space.

6.Observe and perform all the rules and regulations from time to time made by the Operator for the management of the Available Space and the Building and notified in writing to the Client.

7.Conduct its business from the Available Space in a way that does not interfere with the Operator or with other Clients or occupiers of the Building. Any act or omission on the part of any employee or visitor of the Client shall be deemed to be an act of omission of the Client.

8.Vacate the Available Space on expiry or determination of this License Agreement and during the Term afford access at the times and for all purposes to the Operator.

9.Comply with and procure that all occupiers of and visitors to the Available Space and the Building comply with all the regulations and directions as the Operator may from time to time make or give for the orderly convenient and proper management of the Building.

10.Indemnify the Operator against all costs and expenses including professional fees properly incurred by the Operator in connection with all and every loss and damage whatsoever incurred or sustained by the Operator as a consequence of every breach of the agreements by the Client set out herein or implied provided that such indemnity shall extend to and cover all costs and expenses incurred by the Operator in connection with any steps which the Operator in connection with any steps that the Operator may at its absolute discretion (but without being in any way obliged so to do) take to remedy any such breach and be without prejudice to any rights or remedies of the Operator in respect of any such breach.

11.At the expiration or sooner determination of the Term quietly to yield up the Available Space to the Operator with vacant possession in such a state and condition as shall in all respects be consistent with a full and due performance by the Client of the covenants on its part herein contained.

12.Pay to the Operator on demand all costs charges and expenses including lawyer fees and any other professional fees and costs incurred by the Operator for the purpose of or incidental to:

A.The preparation and service of notice requiring the Client to remedy any breach of any of the agreements contained herein.
B.Any schedule relating to wants of repair or decoration to the Available Space whether served during or after the termination of the Term.
C.Any breach by the Client of its covenants or obligations in this License Agreement and/or enforcement or attempted enforcement of those covenants or obligations by the Operator.

5.The client shall NOT:

1.Impede or interfere with the Operator’s right of possession and control of the Available Space and the Building, obstruct the stairs, passages, lifts or other common parts of the Building, bring in or take out of the Building between the hours of 8am and 6pm any items of a bulky nature or at any time overload the lifts.

2.Use or permit any other person or use the Available Space or the Building as its registered office without the express written consent of the Operator and on receipt of the written notice from the Operator to ensure that any person who is using the Available Space or the building as its registered office ceases to do so. The Client may however use the address for business correspondence.

3.Bring any office furniture or electrical appliances into the Available Space nor install or connect any electronic communications connection or service save as may be permitted by the Operator.

4.Alter the Available Space or carry out any works in or to the Available Space or move any fire extinguishers unless they are required in an emergency.

5.Interfere with the conduct of the Operator’s business or in any way seek to entice away or make any offer of employment to any employee or member of staff of the Operator.

6.Allow any other person, company or body (other than the Client’s own employees) to use or occupy the Available Space.

7.Cause any nuisance or inconvenience to the Operator or to other Clients or occupiers of the Building or do anything that may bring the Building into disrepute or that may affect the credit rating of the Operator or of any other Client or occupier of the Building.

8.Affix or display anything on the windows or doorways.

9.Install within the Available Space or anywhere else in or upon the Building any telecommunication apparatus.

10.Do anything in the building which would invalidate any insurance effected by the Operator or render any increase in the premium paid by the Operator or any excess on its policy of insurance.

11.Park any vehicles in car parks at the Building other than as directed by the Operator from time to time and not to obstruct any roads service areas or car parks.

6.The Client agrees that nothing in this License Agreement shall confer on the Client any proprietary right outside the terms of this agreement. This agreement is personal to the Client and is not capable of assignment.

7.The Operator advises the Client to insure against all potential losses, damages, claims, expenses or liabilities which might arise out of (but not limited to) its own property brought into the Available Space or elsewhere into the building of which the Available Space forms part; its own liability to its own employees and third parties, business interruption, any other matter under this agreement where the Operator excludes liability.

Limit of Liability

8.The client agrees that:

1.The Operator shall not be under any liability for business interruption losses or otherwise where failure to supply any of the services is due to a cause beyond the control of the Operator or during any reasonable period of maintenance or renewal.

2.The Operator is also not liable for any loss as a result of its failure to provide a service as a result of mechanical breakdown, strike, delay, failure of staff, termination of the Operator’s interest in the building containing the Available Space or otherwise unless the Operator does so deliberately or is negligent. The Operator is also not liable for any failure until the Client has told the Operator about it and given the Operator time to put it right.

3.The Operator 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.

4.The Operator will not be liable for any personal damage to the Client or damage to the Client’s Property including vehicle parked at the designated parking zone.

Termination

9.This License Agreement may be terminated:

1.By one (1) calendar month notice to terminate in writing from either party to the other to be served on or before the 20th day of the preceding month;

2.By one (1) weeks’ notice in writing form the Operator to the Client in the event the Client committing a breach of the Client’s obligations hereunder and in respect of any money payment due by the Client hereunder there shall irrevocably be deemed to be a serious breach of the Client’s obligations in the event of any sum hereunder being in arrears for more than seven (7) days of the sane falling due (whether demanded or not).

3.Immediately by the Operator in the event that the Client suffers an event of insolvency including receivership, administration, bankruptcy or liquidation.

10.If the Available Space or the Building or the property on which it is part of shall be destroyed or rendered unfit for occupation or use by damage and so long as the damage has not been in consequence of any or default of the Client or anyone with the express or implied authority of the Client a just proportion (to be conclusively determined by the Operator) of the Rent may cease until the property has been made fit for occupation and use.

11.In the event that the Client vacates the Available Space prior to the expiry of the License Agreement, without prejudice to the Client’s maintenance obligations, the Operator reserves the right to refurbish and remarket the Available Space so that it may immediately be re-let on the expiry of the License Agreement.

Confidentiality

12.Client recognizes that it may, in the course of obtaining or using the Available Space or the Building, come into possession of or learn confidential and proprietary information (“Confidential Information”) about the Operator and/or other Clients on the Building. The Client agrees that during the Term of this Agreement and thereafter provide at a minimum, the care to avoid disclosure of the Confidential Information.

Notice

13.Any notice by the Parties shall be deemed served if sent on the official email included herein.

General

14.Nothing in this Agreement shall imply or warrant that the Available Space or the Building may be lawfully used for the Use allowed and the Client acknowledges and admits that no such representation has been given by the Operator.

15.This Agreement is and shall be construed and governed in all respects by the laws of the Republic of Kenya. I, the Client acknowledge all the terms of this License Agreement as hereunder.

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