Terms and Conditions
1.1 In these Terms and Conditions the following words and phrases shall have the following meanings:
"Acceptance Date" the date of written (whether printed or electronic) acceptance of your Application by us;
"Address" Refers to the Registered Address selected by the Customer in the Application;
"Agreement" this agreement comprising these Terms and Conditions and the contents of any Application Form;
"Call Handling Services" such call handling services as may be offered on the Website from time to time which may include, without limitation, and subject to the terms and conditions set out in this Agreement: (i) the allocation to you of a Number for use by your business; (ii) the answering of telephone calls to and the taking of messages from calls to the Number; (iii) the transmission of such messages to you whether by email, telephone, fax, sms text or such other method as may be agreed; (iv) the re-routing of telephone calls and facsimiles to the Number or to such other number as may be designated by you;
"Fees" our fees for Centennial Business Centre, as shall be set out on the Website or notified to you from time to time and shall be subject to the prevailing GST rate or other appropriate taxes as appropriate;
"Intellectual Property Rights" all intellectual property rights, including, without limitation, patents, utility models, trade and service marks, trade names, rights in designs, copyrights, topography rights, database rights, know-how, trade secrets and confidential information, in each case whether or not registered and including applications for the registration of any of these, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may from time to time subsist anywhere in the world;
"Mail Forwarding Services" such mail forwarding services as may be offered on the Website from time to time which may include, without limitation, and subject to the terms and conditions set out in this Agreement:
"Meeting Room Services" such meeting room access as may be offered on the Website from time to time shall be subject to the terms and conditions set out in this Agreement;
"Number" a unique Singapore VoIP telephone number starting with “3” as are offered on the Website from time to time;
"Application" your Application for Centennial Business Centre placed in accordance with Clause 2 below;
"Application Form" any online Application form completed by you and submitted as part of an Application or any record completed by us of a telephone Application placed by you;
"Terms and Conditions" these terms and conditions;
"Services" such Call Handling Services, Mail Forwarding Services and/or Meeting Room Services or Service Office Services as may be set out in your Application.
"Website" the website advertising the Centennial Business Centre, currently located at www.centennial.com.sg
1.2 In the event of any conflict between these terms and conditions and any terms and conditions appearing on an Application Form, these terms and conditions shall prevail.
1.3 In this Agreement:
(a) references to "we" and "us" shall be deemed to be references to Centennial Business Centre Pte Ltd, a business registered under the Republic of Singapore (Co. registration no. 201013930Z) and having its business operations at The Octagon, 105 Cecil Street #07-01 Singapore 069534 and 9 Temasek Boulevard, #15-03, Suntec Tower 2, Singapore 038989;
(b) Clause headings do not form part of or affect the interpretation;
(c) references to any legislation shall include any statutory, or other re-enactment or modification thereof (whether before or after the date of this Agreement);
(d) where the context requires, words denoting the singular include the plural and vice versa and words denoting any gender include all genders;
(e) references to Clauses are to Clauses of this Agreement;
(f) references to parties include references to their respective successors in title, permitted assigns and novatees;
(g) references to persons includes any person, firm or company or group of persons or unincorporated body;
(h) references to "writing" shall include electronic text, including, without limitation, email.
2. APPLICATIONS AND ACCEPTANCE
2.1 Each Application (as such terms are defined below) shall be governed by a separate agreement comprising:
(a) your Application Form; and
(b) these Terms and Conditions.
2.2 Your Application will only be valid if you returned a signed copy of this Application Form. By signing the Application, you agree to be bound by the Terms and Conditions.
2.3 We shall accept Applications at our absolute discretion.
When you register with the Website you warrant that you are over eighteen years of age.
You warrant that any information you provide to us about yourself upon registration or at any time will be true, accurate, current and complete and that you will ensure that this information is kept accurate and up to date at all times when you use the Website.
4.1 This Agreement shall commence on the earlier of the Acceptance Date or the date on which we commence providing the Services to you and shall continue unless and until terminated by either of us in accordance with this Agreement.
5. PROVISION OF SERVICES
5.1 In consideration of and conditional upon payment of our Fees, we will provide you with Meeting Room Services and/or Serviced Office Services and Call Handling Mail Forwarding Services in accordance with your Application which shall include:
(a) in the case of Call Handling Services a licence to use the Number; and
(b) in the case of Mail Forwarding Services, a licence to use the Address for your private, trading and/or registered office address (depending on your Application)
for the term of, and subject to the terms of, this Agreement. We reserve the right to sub-contract any services.
6. AVAILABILITY OF THE WEBSITE
Due to the nature of the internet and the fact that your access to the Website involves features outside our control, we are not responsible for technical problems that you may experience with the Website. However, if you have any technical problems with the operation of the Website, you may contact customer services by telephone +65-63366988 or by email at firstname.lastname@example.org We do not guarantee that we will be able to assist or resolve any technical problems you may experience.
7. FEES AND PAYMENT
7.1 All Fees are subject to change. We will endeavour to notify you in advance of any change in the Fees applicable to your Application.
7.2 You will be required to pay a deposit in advance equivalent to 10% of the Fee which is non-refundable or repayable in the event of termination of this Agreement pursuant to Clause 12.1 but refundable otherwise within 14 days of termination of the Agreement. All other set up charges expressed to be payable up front are non- refundable and non-repayable.
7.3 We will issue invoices in respect of all Fees, other than those referred to in Clause 7.2 above, monthly in arrears, such Fees to be due and payable immediately.
7.4 On termination of this Agreement for whatever reason, all Fees in respect of the Services provided to you prior to the date of termination shall become due and payable immediately. In the event that you have paid any Fees for Services in advance of receipt of those Services (save for Fees referred to in Clause 7.2 above which shall be non-refundable), those Fees will be set off against any other Fees due from you under this Agreement. In the event that the amount of advance Fees paid by you exceeds the amount of Fees due from you in respect of Services provided to you prior to the date of termination, we will refund you the amount of such excess within a reasonable time of termination.
7.5 If, for whatever reason, you do not make payment in full of any Fees on the due date, we reserve the right:
(a) on notice in writing (including e-mail) to you to suspend provision of the Services until such time as payment is made in full; and
(b) to charge interest on all unpaid sums outstanding at the rate of 7% per annum in force at the due date and such interest will be applied cumulatively from such date until the date of actual payment.
7.6 All payments made online are via a secure server in connection with Paypal.
8. CHANGES TO YOUR DETAILS
8.1 Subject to payment of such additional Fees as we consider appropriate, you may amend the address to which we forward your mail under our Mail Forwarding Services and/or the answer message or patch through number or telephone/fax divert number that we use in respect of our Call Handling Services, provided that you give us at least 30 days' notice in writing of such change.
9. LIMITATIONS AND RESTRICTIONS ON THE CENTENNIAL BUSINESS CENTRE
9.1 Call Handling
(a) In the event that, for whatever reason (including, without limitation, as a result of any marketing or promotional campaign) you envisage a material increase in the volume of calls to be handled pursuant to the Call Handling Service, you will notify us in writing as soon as you become aware of the circumstances likely to give rise to such change in volume. Where the expected or actual increase is more than 20% in any one calendar month, above the average monthly volume prior to that month, we reserve the right, on notice in writing to you, to increase the Fees payable in respect of the Call Handling Services proportionate to the amount of the increase and/or to invoice you for Fees in advance on account of future Fees that may accrue.
(b) All calls will be answered in the name of your company and forward to your preferred Singapore registered numbers. In the event that you are not available to take the call, a message will be sent to your email registered with us within the same business day.
9.2 Mail Forwarding
(a) Unless otherwise agreed with you in advance in writing:
(i) all mail delivered to you at the Address will be forwarded by Singapore Post Ltd to the address designated by you in your Application as soon as reasonably practicable upon delivery to the Address.
(ii) we will be unable to sign for or forward mail delivered to you at the Address at any time other than 9:00 a.m. to 6:00 p.m. Monday to Friday, excluding public holidays.
(iii) mail delivered to you at the Address will not be made available for collection, but will be forwarded as set out in Clause 9.2(a) above.
(b) In the event that mail delivered to you at the Address is not marked in such a way that we are able to ascertain from the outside packaging that it is intended for you, we reserve the right to open such mail to determine for whom it is intended.
(c) In the event that you believe we have failed to forward mail sent to you at the Address in accordance with this Agreement, you must notify us and the sender in writing as soon as reasonably practicable upon becoming aware of the same and, in the event that we have received
such mail and not forwarded it, we will forward it to you (we accept no liability for mail that you cannot prove has been delivered to the Address and, for the purpose of this Clause, proof of postage of mail sent to you at the Address shall not constitute proof of delivery).
(d) All risk in mail delivered to you at the Address shall pass to you immediately upon delivery to the Address and it is your sole responsibility to arrange for appropriate insurance cover from such time.
(e) You will not arrange for or permit the delivery of any noxious, harmful, deteriorating or dangerous substances to the Address and, in the event that we have reason to believe that any mail item delivered to you at the Address is or may be, in any way, noxious, harmful, deteriorating or dangerous, we reserve the right to dispose of such mail item as we see fit.
(f) We reserve the right, at our sole discretion and on notice in writing to you, to refuse delivery of and return to the sender (at your sole cost) or to withhold from forwarding any mail items delivered to you at the Address that are above 250g in weight or larger than 25cm in length or in girth or multiple items in one delivery or multiple deliveries such as mail promotion, marketing promotion and mail Application commercial activities. In the event that we withhold such items from forwarding, we reserve the right to charge you a storage fee pending collection by a courier nominated by you or delivery by us on such terms as may be agreed.
(g) In the event that, for whatever reason (including, without limitation, as a result of any marketing or promotional campaign) you envisage a material increase in the volume of mail delivered to you at the Address, you will notify us in writing as soon as you become aware of the circumstances likely to give rise to such change in volume. Where the expected or actual increase in mail delivered to you at the Address is more than 20% in any one calendar month (above the average monthly volume prior to that month), we reserve the right, on notice in writing to you, to increase the Fees payable in respect of the Mail Forwarding Services proportionate to the amount of the increase and/or to invoice you in advance on account of future Fees that may accrue.
(i) Without prejudice to Clause 9.2 (g) above, unless otherwise agreed in advance and in writing, the Mail Forwarding Services may not be used in any direct marketing campaign which is likely to result in more than 30 items of mail being delivered to you at the Address in any one calendar month.
(j) You may not use the Address for the purposes of attending procuring or conducting meetings with any persons whatsoever, for attracting persons to the Address and, for security purposes, you must not carry or use photographs of the building at the Address.
(k) You may not use the Address for your personal purposes.
(l) You may not use the domain names on the Website or any of our trade marks, service marks or designs for your personal or commercial purposes.
9.3 Meeting Room Services
(a) Meeting Room bookings are strictly subject to availability.
(b) You can make a booking through our customer hotline +65-63366988 during office hours
(c) Meeting room booking are only allowed during working hours (i.e. Mon-Fri, 9am to 6pm, excluding public holidays)
9.4 Serviced Office Services
(a) Use of private office rooms or desk space are strictly subject to availability.
(b) You can make a booking through our customer hotline +65-63366988 during office hours
(c) Use of private office rooms or desk space are only allowed during working hours (i.e. Mon-Fri, 9am to 6pm, excluding public holidays)
9.5 CONTACT DETAILS AND AMENDMENTS
9.6 You must notify us immediately in writing if there is any change to your contact details as set out in your Application
9.7 Save as may be expressly provided elsewhere in this Agreement, we reserve the right to amend the Terms and Conditions from time to time without notice to you and you agree to be bound by any such changes in your subsequent use of the Services. We therefore recommend that you review the Terms and Conditions from time to time.
10.1 You warrant that you will not use the Services for any unlawful, fraudulent or immoral or similar purposes or in connection with any business that is in breach of any applicable legislation (primary and subordinate), rules, regulations or Applications of applicable authorities or in competition with the Services offered by us.
10.2 You will not during or after the term of this Agreement carry out any act or make any omission (whether in respect of use of the Address and/or any Number allocated to you under this Agreement or otherwise) that may damage the goodwill or reputation of the Address and/or the Number and/or our business or may bring the Address and/or the Number and/or our business into disrepute.
You agree to indemnify and keep us indemnified against all actions, claims, proceedings, costs, damages and expenses (including, without limitation, legal fees) arising out of the breach of any of the warranties contained in Clause 3 and Clause 10.
12.1 We may immediately terminate this Agreement at any time by notice in writing to you if:
(a) we suspect that you are or may in the future use the Services in breach of the warranties set out in Clause 3 and Clause 10 above;
(b) you are in material breach of any of your obligations under this Agreement which you have failed to remedy (if remediable) within 21 days of written notice requiring you to do so; or
(c) you are or become unable to pay your debts as they fall due or suspend or threaten to suspend payment of your debts, if a trustee, administrator or other receiver or encumbrance is appointed or takes any steps with a view to taking possession of all or any part of your assets, you are or become insolvent or convene or propose to convene a meeting of your creditors or any steps are taken concerning your insolvency or any similar steps are taken in respect of your bankruptcy or insolvency.
12.2 Either party may terminate this Agreement on no less than 30 days' notice in writing to the other.
12.3 Termination shall be without prejudice to the accrued rights of the parties as at the date of termination.
13. EFFECT OF TERMINATION
13.1 On termination of this Agreement for any reason:
(a) we will cease to provide the Services to you; and
(b) you will cease all use of the Address and any Number allocated to you under this Agreement and will, at our sole option and discretion, either destroy or deliver to us all stationery, business cards, promotional and other materials in your possession bearing such Address and/or Number, remove all references to the Address and such Number including, without limitation, from your electronic mail and cease all marketing and promotional activities utilising our office services, address and number; and
(c) you will immediately notify all your business contacts and if appropriate ACRA or any other regulatory authority of your change of address and number;
(d) all mail held or received by us on your behalf on or after the date of termination will, at your option to be notified to us in writing within 7 days of termination of this Agreement, either be returned to the sender or for a period of up to 1 month be forwarded to you at a Fee to be notified by us at that time (provided you have notified us no less than 7 days prior to termination of your requirement for such forwarding).
13.2 Termination of this Agreement for whatever reason shall be without prejudice to any cause of action which has accrued to any party prior to expiry or termination.
14.1 Each party shall keep confidential and not without the disclosing party's prior written consent disclose to any third party any information of a confidential nature received from the disclosing party which relates to the business of that party whether or not such information is marked as confidential ("Confidential Information").
14.2 The obligations set forth in Clause 14.1 shall survive the variation, renewal or termination of this Agreement but shall cease to apply to any information which has come into the public domain through no fault of the recipient, is lawfully received by the recipient from a third party free from any obligations of confidence, is independently developed by the recipient, or is required by law, court or governmental Application to be disclosed.
14.3 Save as may be expressly provided in this Agreement, we will treat all mail delivered to you at the Address and all information received from callers to any Number allocated to you under this Agreement as Confidential Information and will hold the same subject to the obligations set out in this Clause.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 Nothing in this Agreement is intended to or shall be deemed to transfer any Intellectual Property Rights in the Address or the Number to you. Any goodwill that may arise by virtue of your use of the Address and/or the Number shall vest in us automatically upon creation.
16. LIMITATION OF LIABILITY
16.1 You acknowledge and agree that we may use third parties to provide any or all of the Services. We will endeavour to maintain the availability of such Services as may be provided by, or dependant on, third parties, however, you acknowledge and agree that we cannot guarantee the continued availability of such Services and that, save as provided in Clause 16.4, we have no liability to you in respect of Services provided by third parties, including, without limitation, for any interruptions or delays in those Services.
16.2 Save as provided in Clause 16.4, in no event will we be liable to you for any indirect, special or consequential loss or damage arising out of or resulting from the performance or breach of this Agreement.
16.3 Save as provided in Clause 16.4, our liability arising out of or in connection with this Agreement, whether in contract, tort or otherwise, shall in no circumstances exceed 10% of the total amount actually received by us under this Agreement.
16.4 Nothing in this Agreement shall be construed as limiting any party's liability for fraud or for death or personal injury caused by its negligence or the negligence of its employees, agents or sub-contractors.
17. ASSIGNMENT AND GRANT OF THIRD PARTY RIGHTS
17.1 This Agreement is personal to you and may not be assigned or transferred in whole or in part without our prior consent in writing, which consent shall not be unreasonably withheld. It is agreed that it would be unreasonable to transfer this Agreement to any person, firm or company (or any third party) who is competing or might compete with our business.
17.2 We may assign, licence or sub-contract such of our rights and obligations under this Agreement to such third party or third parties as we, in our absolute discretion, desire, without notice to you.
18.1 Any notice or communication under or in connection with this Agreement shall be in writing (and, unless such notice is in electronic form, shall be signed by the party by whom it is given).
18.2 Any notice or communication under or in connection with this Agreement shall be delivered personally, or by post (using registered mail) or facsimile or electronic mail to the respective addresses, facsimile numbers or electronic mail addresses given below or such other address, facsimile number or electronic mail addresses as either party may notify to the other from time to time.
18.3 In the case of notices or communications sent by post, proof of delivery using registered mail shall constitute proof of receipt, in the case of notices or communications delivered by facsimile, a facsimile confirmation report shall constitute proof of receipt and in the case of notices or communications delivered by electronic mail, an electronic delivery report shall constitute proof of receipt. The date of receipt shall be:
(a) in the case of a notice delivered personally, upon delivery to the relevant addressee;
(b) in the case of a notice sent by post, on the date of delivery, as confirmed by the proof of delivery from the registered postal service provider;
(c) in the case of facsimile on the date on which the facsimile is transmitted by the sender according to the facsimile confirmation report; and
(d) in the case of electronic mail on the date on which the electronic mail is transmitted by the sender according to the electronic mail delivery report.
18.4 The addresses for notice under this Clause shall be:
Address: 9 Temasek Boulevard #15-03 Suntec Tower 2 Singapore 038989
Attention: The Management
such address, facsimile, email and attention details are as set out in your Application.
19.1 Our relationship is that of independent contractors dealing at arm's length, and nothing in this Agreement shall constitute either of us as partner, agent or representative of the other.
20. INVALIDITY AND SEVERABILITY
The invalidity or unenforceability of any Clause or part of Clause shall not affect the validity or enforceability of the remaining Clauses or parts of that Clause. Any Clause or part of a Clause that is held by a court of competent jurisdiction to be invalid or unenforceable shall be deemed deleted from this Agreement and, without prejudice to the foregoing, on such deletion, the parties shall agree in writing such amendments to this Agreement as may be necessary for the continued validity and enforceability of the remaining Clauses.
21. WAIVER OF REMEDIES
The failure of either party to enforce at any time or for any period of time any Clause of this Agreement shall not adversely affect its right thereafter to require complete performance by the other party.
Unless expressly stated otherwise in this Agreement, no amendment or variation to this Agreement as proposed by one party shall be valid unless in writing and unequivocally accepted in writing by the other.
23. ENTIRE AGREEMENT
The terms of this Agreement supersede all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the Services that are the subject matter hereof.
24. SET OFF
You shall not be entitled to set off any monies due or owing or claimed by you to be due by us to you against monies due or owing by you to us.
25. MATTERS BEYOND OUR CONTROL
We shall not be held liable for any breach of these Terms and Conditions caused by circumstances out of our control, including acts of God, fire, lightning, flood or extremely severe weather, explosion, war, disApplication, industrial disputes (whether or not involving our employees) network failures, or acts of local or central Government or other competent authorities.
26. GOVERNING LAW AND JURISDICTION
This Service Agreement shall be governed by Singapore laws