Terms & ConditionsThese are our terms of Business. In this agreement you are referred to using the terms “Licensee” or “you” or “your”. We are the Cleardawn Limited of Suite 10, Anglesea House, 63 Carysfort Avenue, Blackrock, Co. Dublin and we are referred to using the terms “Licensor” or “we” or “us” or “our”.
The Property: 20 Harcourt Street Dublin 2
The Service: A digital mail box with a business mail address at 20 Harcourt Street, Dublin 2
Service Fee: €39 + vat per month plus any Additional Costs.
Initial Term: The period commencing on the day you sign up for the service and continuing for a minimum period of six calendar months and ending on the last day of the sixth month. If you do not notify us before the Initial Term ends then this agreement automatically renews in accordance with Clause 17.
In this Agreement
“Main Terms” means important terms which accompany and form part of this agreement and include details of the Service provided, the Contract Term and the Service Fee.
“Service” means the service descried in the Main Terms.
“Property” means the building location where the Service is provided and is described in the Main Terms.
‘Platform” means the third software that we use to assist us in delivering the Service full details of which can be found online here https://goo.gl/remMQo
“Initial Term” means the Initial Term descried in the Main Terms.
“Reserved Address” is the address provided to you at sign up stage and includes any variations thereof.
“Service Fee” means the fee specified in the Main Terms.
“Additional Costs” include the costs of managing digital mail box mail item requests and include scanning, forwarding and storage services and are set out in the Schedule hereto.
THESE TERMS & CONDITIONS INCLUDE (1) YOUR AGREEMENT THAT THE SERVICE IS PROVIDED "AS IS" AND WITHOUT WARRANTY; (2) YOUR AGREEMENT THAT WE HAVE NO LIABILITY REGARDING THE SERVICE, (3) YOUR CONSENT TO RELEASE US FROM LIABILITY BASED ON CLAIMS ARISING UNDER THIS AGREEMENT OR THE USE OF THE SERVICE, AND (4) YOUR AGREEMENT TO INDEMNIFY US FROM CLAIMS DUE TO YOUR USE OR INABILITY TO USE THE SERVICE.
1. The Licence
Subject to the terms contained herein and in consideration of the Service Fee we give you the non-exclusive right for the term of this agreement in common with us and all others authorised by us the right to use the Service.
You agree to pay us the Service Fee and any other agreed charges to include any Additional Costs plus vat on the dates directed by the us by debit or credit card, direct debit monthly in advance or by alternative method chosen at our option.
3. Authorisation to Take Card Payments
If a debit or credit card is used as a payment method then you request and authorise us to take payments for the Service Fee and any Additional costs due from the card provided as and when such payments fall due.
4. Late Payments
In the event that any payments are not received on the date they are due then we shall be entitled to immediately terminate this agreement. Late and declined payments will attract an administrative fee of €25 + vat plus and additional €25 + vat for every week or part thereof that all or any of the sums outstanding remain unpaid in addition to interest on all amounts outstanding at the rate of 12% per annum. Without prejudice to our right to terminate immediately, in the event of late payment we may suspend decommission or withhold some or all of the Service to you for the period where overdue sums remain unpaid.
A deposit may be held as security for the performance and observance of this agreement and is repayable without interest less any amount due in respect of non-performance or non-observance of these terms within a reasonable period of time. You may not use the deposit in part or in full as a substitute for payments due. A deposit which remains unclaimed for a period of 12 months may in our discretion be forfeited. If a deposit is not taken then a prepayment equivalent to one month is taken at the time of sign up.
6. Mail Acceptance
The Service is provided to support regular post only delivered only by the Irish state postal authority (An post) and the following items will not be accepted:-
a) items that exceed the following dimensions: 32.4cm in length, 22.4cm in width and 5cm in height
b) Items that exceed 1kg in weight
c) Items that contain perishable, dangerous or live goods and we reserve the right to open any items before collection or forwarding that may be suspected of containing dangerous or illegal objects/substances.
d) Items that require a signature on delivery including but not limited to registered post or courier mail.
e) Items that are addressed to you but include addressee(s) or individual(s) that are different to the addressee(s) or individual(s) that you provided to us in the questionnaire when you signed up for the Service.
f) Items that are addressed to you but do not display your allocated mail box number (indicated with a #)
Items that are not accepted in accordance with these conditions may in our discretion be either returned to sender via the postal system or discarded.
Without prejudice to the foregoing any packages which exceed the maximum dimensions set out may in our discretion be retained for a short time pending collection by you but will be subject to an handling fee of €5 per + vat day or part day during which the unauthorised package remains uncollected. Such oversized packages may in our discretion and at any time be discarded.
7. Mail Management
The management of the service and all notifications in relation thereto must be made by using the Platform. The Platform has its own terms and conditions of use which you agreed to and which can be found online here https://goo.gl/c2BSs1 Where conflict arises between this agreement and the term and conditions applied by the Platform then this agreement shall prevail.
On receipt of a new mail item notification the platform will notify you and will be provided the option to have the item scanned, forwarded, discarded or collected via the Platform dashboard. All notifications from and to the Platform will be made via email. Note that by requesting any of the above services you are giving express and legally binding authorization to perform them. For guidance on how to use the Platform you can follow this online link https://goo.gl/icj8eD
For mail receipt notifications the uploading of front of the item to your account on the Platform is sufficient for the forwarding request to have been completed.
For scan requests you authorise us and our agents to open your mail on your behalf and the uploading of the item to your account on the Platform is sufficient for the forwarding request to have been completed. The scanning services is for A4 pages only.
Unless otherwise agreed in writing requests for forwarding will be completed by standard post via the An Post service and the delivery by us of your item into the postal system is sufficient for the forwarding request to have been completed.
Any collection requests must be made strictly by appointment on a weekday and are subject to availability of the centre manager. An appoint to collect your mail can be made online using the link provided at sign up. Identification may be required. Collections may not be made by 3rd parties without our prior written agreement.
You must not visit the Property other than to collect your mail by appointment or pursuant to a reserved and confirmed meeting room or day desk reservation.
If an item remains uncollected or for more than 6 months from the date of notification to you then we will automatically discard it unless you instruct us in writing otherwise.
We aim to respond to requests made via the Platform quickly but may not be able to do so immediately. It should also be noted that in some instances, where delivery safeguards are not in place at your chosen location, you agree to share personal data at your own risk. Physical mail handling may be carried out by us or our agents.
In the event that you receive a mail item that belongs to a party outside of your account then you agree not to request any action with respect to such mail other than to immediately mark as “not mine” in the Actions drop down menu of the Platform and delete the item. You further agree not to view, read, copy, print, or otherwise distribute, disseminate, disclose, or use for any purpose any content or other information on or within a such an item.
8. The Criminal Justice (Money Laundering and Terrorist Financing) Act 2010
The Criminal Justice Act 2010 legislation obliges us to identify both you your co-owners and (if relevant) the ultimate beneficial owner(s) of your business and to verify that identity in a number of ways to include the provision by you of ID documentation (for example a passport and recent utility bill) and in accordance with our compliance policy the completion of a short questionnaire found online here https://goo.gl/4vshmV You agree to provide this documentation and complete the questionnaire without delay. You also agree to advise us in writing of any changes to the ownership structure (beneficial or otherwise) to your business and to any changes in your contact details during the course of this agreement.
As part of our compliance and policy, we also reserve the right to communicate and provide information to any official government agency, governing body or law enforcement agency to include the Gardai which requests the relevant documentation accrued as part of our Money Laundering Compliance.
The legislation also requires that under circumstances where we know or suspect that a transaction involves Money Laundering or Terrorist Financing we must make report to An Garda Síochána and to the Revenue Commissioners. By instructing us to provide the Service to you give us irrevocable authority to make such disclosures if we consider it appropriate.
You agree to submit to the identification requirements herein which derive from the legislation and you accept that you are in a position to satisfy these requirements at the time of sign up and at any time during the course of this agreement.
9. Restrictions - General
You agree not to use the Service:
a) to receive items that in our opinion is unlawful, obscene, threatening, harmful, libelous, an incitement to hate or violence or otherwise objectionable in any manner;
b) to impersonate any individual or entity
c) to infringe our own or any third party's patent, copyright, trademark, trade secret or other proprietary rights
d) to engage in mass marketing or mass surveys or any other activity that is likely to result in more than 30 pieces of mail per month.
e) as your registered address for service-of-process or the service of legal proceedings of any kind.
f) to receive commercially sensitive, valuable or confidential mail
g) to operate other than under the name style and business activity type that you represented to us in the questionnaire at sign up stage.
10. Restrictions – Visitors
You agree that you will not hold out indicate or knowingly cause any person to believe that the Reserved Address is your center of main activity or that it is where you exercise the actual management or central administration of your business or that you are contactable from the address in any way other than by the postal service.
You agree not cause any third party to attempt to visit you at the Property unless you have reserved a meeting room at the location and the visit occurs by appointment with you during the time of your reservation. You agree that we may disclose the nature of this agreement to any parties that attempt to contact you other than via the postal service at the Property and that we may deny them access and insist that they leave the Property.
11. Restrictions – No Use Pending Activation
You agree that the sign up procedure is merely an application by you to us for the provision of the Service and you agree not to use or apply the Reserved Address in any way whatsoever and you accept that no service of any kind will be provided until we have confirmed to you in writing that the identification requirements set out herein have been satisfied and your account status has been changed by us from pending to activated.
As your Digital mailbox address and personal mailbox number will be reserved upon sign up you will be charged for the Service from that time notwithstanding any delay in the satisfactory completion of the identification requirements set out herein. Failure to satisfy the said requirements will not give rise to any refund whatsoever notwithstanding that the Service has not been activated. Pending accounts can be closed by either of us at any time by written notification.
12. Use of Address for Regulatory purposes
You accept that the nature of the Service (the provision of a mailing address only) means that you do not carry out any activity at the address and that the address is not where your exercise the actual management or central administration of the business.
If you seek to use the Reserved Address to apply for registration of your business with the Companies Registration Office or with any local authority, state authority or taxation authority or similar entity whether in Ireland or anywhere in the world then you must advise the relevant entity at the time of your registration application that your right to use the Reserved Address is limited to a mailing address only and that you do not carry out any activity at the address and that the address is not where your exercise the management or central administration of the business and that your name will not be displayed outside the Property. We do not warrant that any such application will be successful and you agree that this clause is not a substitute for legal or professional advice and that you should first consult with your lawyer or tax advisor as appropriate to ascertain relevant compliance rules.
In instances where the Reserved Address is accepted for regulatory or other purposes by any of the said authorities then on the termination of this agreement you will notify the relevant authority of the change in (or closure of as the case may be) your office address (registered or otherwise) and deliver any necessary documentation to implement any such change and ensure that such change is carried out. Failure to do so will result in a fee due to us by you of €1,500 + vat plus €1,500 + vat for every calendar month or part calendar month during which the failure persists.
You agree that we are not a specified agent pursuant to section 50 (4) of the Companies Act 2014 and you agree that you will not represent us as such to anyone.
13. Meeting Room & Day Desks
At our discretion you may reserve a meeting room or day desk at the Property subject to payment and access and occupy the said space as a licensee. To make a reservation you may contact us via our website advising us of your contact details and that that you hold an existing Digital Mail Box account with us.
Under no circumstances are you permitted to occupy said spaces outside of the hours for which you have reserved and unless agreed with us in writing you may not use any other part of the Property. The meeting room has a maximum capacity of eight people and you may not exceed that capacity and the day desk space may not be used for meetings. Reservations are not transferable and therefore must be used by you and not others.
You will ensure that you close the main entrance door to the Property firmly behind you each time you use it. You are aware that security cameras are located within the shared and common and shared areas of the Property.
Any personal items or used items to include coffee cups documents and waste paper must be removed on leaving and the said spaces must be left clean, tidy and ready for the next user. If you use our in-house PC then you must delete any data from the machine by also emptying the computer trash folder prior to leaving the room as we will not be liable for any liability data left on the PC by you. You accept that the PC is a shared machine.
Reservations are subject to availability. In the event of a booking cancellation 24 hours’ notice is required, otherwise you will be charged for the full time that you have booked. If
you have been provided with independent access by written agreement with us then your door access PIN number and/or fob will be required to enter the said spaces and the hourly chargeable rates will apply as soon as you enter and until the time you actually vacate the room and have removed all personal items even though you may have booked for a shorter period.
Hours used in any calendar month will be charged at rates which have been provided to you plus vat and part hours will be charged at the full hourly rate. Unused hours which form part of a bundle of hours purchased or granted in any calendar month will expire on the last day of each month and will not roll over for future use.
You must ensure that your guests and invitees are accompanied by you at all times and that they comply with the provisions of this agreement.
You cannot use the broadband network for any illegal, unlawful or immoral purpose or for spamming or for a purpose that may cause harm or nuisance or for purposes that may give rise to civil liability. You will not attempt to monitor gain access to or hack into restricted areas of the network or the computers or devices of any other occupant of the Property. You will not distribute any virus or harmful software.
You acknowledge that the broadband service we provide is shared and suitable for typical office use only. Although our network is robust and monitored we do not provide any service level warranty (either expressed or implied) as regards anxiousness degradation or loss of connectivity.
We recommend that you implement and keep up to date your own network security to include anti-virus anti-spyware and encryption software on all devices that you connect to our network as although we implement security protocols we do not make any representations as to the security of our network and will be not be liable for any loss.
14. No Assignment By You
This agreement is personal to you. You cannot assign sublicense or transfer it or any part of it to anyone. We reserve the right to transfer the benefit of this agreement together with our obligations under it at any time.
15. House Rules
You will comply at all times with House Rules which we issue and update from time to time and are available on request.
In the event that period of the Initial Term extends with our consent (such consent to be deemed as granted in the absence of written notice to the contrary) beyond the Initial Term and without a new written agreement having been entered into then this agreement shall continue with the Service Fee at the then prevailing market rate provided that this agreement may be terminated by either you or us by the provision of not less than three month’s written notice such notice to commence on the 1st day of the month which follows the month in which notice is provided.
17. Termination By You
You may terminate this agreement by notifying us in writing on or before the expiry of the Initial Term that you wish to terminate. If you do not notify us in this way then in accordance with Clause 16 this agreement will continue after the Initial Term.
18. Termination By Us
We may terminate or suspend this agreement immediately and without any other procedure if (a) you breach any of the terms of this agreement (b) you become insolvent or bankrupt or unable to pay your debts as they become due or being a company if you enter into liquidation whether compulsory or voluntary or has an administration order made in respect of your business or a receiver is appointed over your business (c) you enter into any arrangement or composition for the benefit of the your creditors or shall suffer any distress or execution to be levied on the your goods (d) your conduct is in our opinion inconsistent with typical virtual office use (e) it is our belief or the belief of any regulatory authority that the service is being used with fraudulent or criminal intent (f) if you provide incomplete, inaccurate or untrue information to us (g) if we are unable to contact you for 30 days or more.
If we suspend your account by making it inactive then it will remain functional, but all service requests will be rejected for lack of funds and execution of pending services will be suspended. You will continue to incur charges in respect of your account. Suspension will end only upon our receipt of amounts sufficient to cause your Account Balance to be greater than or equal €0
19. Treatment of your Account on Termination
Upon Termination the following terms will apply:-
a) Your account will be transferred into “closed” status all data will be deleted and you will no longer be able access the Service and you will be no longer able to login to your account
b) we are automatically released from all of our obligations to you without any compensation or liability to you
c) You will have seven days from the date of termination to request that any stored items are dealt with by the forwarding, collection or discarding options via a written request and subject to payment by you of any associated Additional Costs and outstanding balances. If this seven day request option is not exercised by you then all stored items associated with your account will be either “returned to sender” via the postal system or discarded.
d) items received after this agreement is terminated will be automatically “returned to sender” via the postal system or discarded.
Where you terminate this agreement we recommend that you allow sufficient time between the notification of your change of postal address to third parties and the termination of this agreement.
20. Prohibition on Use of the Reserved Address After Termination
As of the date of Termination you agree that the Reserved Address will be immediately disassociated with you and you agree that you will immediately cease from holding out that you are associated with it or use the Reserved Address in any way whether directly or indirectly that associates you with it. Such association includes but is not limited to the publication by you of the Reserved Address on any website or the use by you of the Reserved Address as a “Google My Business” or similar online listing.
Under circumstances where you have terminated this agreement and without prejudice to the above paragraph and to the fee referred to in Clause 12 any continued association of the Reserved Address with you after the termination date will give rise to a charge of €39 + vat for each calendar month or part calendar month during which the association continues and you hereby authorise us to take payment of these sums from the payment method provided during the term of this agreement.
On Termination you will without our written permission not file a change of address order with the Post Office
Termination of this agreement by shall be without prejudice to any rights or remedies which may then have accrued to us against you in respect of any antecedent breach of any of the conditions contained in this agreement.
21. Third Party Services
For your convenience we may recommend third parties for the provision of other services to include telephone handling and telephone call answering. Such recommendations are made by us for your convenience only and we do not warrant that the services will be fit for purpose or suitable for your requirements. Prior to engaging any services recommended by us you should carry out your own due diligence as to fitness and suitability.
Without prejudice to the generality of the waiver in this agreement you agree specifically release us from any liability to you whatsoever in respect of the following:
a) mail that fails to be assigned to you
b) mail that is incorrectly assigned either to you or to others in respect of your mail
c) incomplete scanning
d) insufficient destruction or discarding or shredding of mail
e) mail that fails to be forwarded to you
f) delays in the provision by us of any part of the Service
g) inadvertent discovery of commercially sensitive or confidential mail by third parties
h) mail that is damaged, lost, stolen, misdirected, accidently deleted or undelivered.
i) any consequences under circumstances where you are deemed to have accepted service of process or registered post as a result of use of the Service
j) data breaches by us or by third parties that we use to assist us in carrying out due diligence and/or to deliver the Service
You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided to you for accessing the Service. You are solely and fully responsible for all activities that occur under your password or account. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact us immediately.
You agree to comply with all laws and regulations in the conduct of your business to include anti-bribery and anti-corruption laws and refrain from illegal activities and those that may give rise to civil liability cause nuisance or annoyance to any other user or activities that may or be likely to cause damage to the us or to our reputation and you will refrain from activities that are in competition with any of the services we provide.
We reserve the right to refuse without explanation any application for the Service.
You agree that the Service does not entitle you to have your name displayed outside or anywhere within the Property.
A fair usage applies to the use of the Service and in the event that you begin to receive excessive amounts of mail of a then we reserve the right to provide one month's written notice to terminate the agreement, or in the alternative to increase the cost of Service.
We will collect and process your personal data in order to fulfil the terms of this agreement and ensure compliance with applicable laws and regulations.
Any unused allowances in any calendar month cease on the last day of the month and do not roll over.
This agreement and the ongoing provision of the Service is subject to any requirements under the Criminal Justice Act 2010 and to the maintenance and renewal of our License as a Trust or Company Service Provider.
You will agree to respect us our staff and our agents and behave in a professional manner at all times. Rudeness, abuse, use of foul language, threatening behavior and intimidation are grounds for immediate termination.
Subject to compliance with GDPR regulations (General Data Protection) we may send you occasional marketing emails unless you instruct otherwise.
All prices quoted in the agreement are exclusive of VAT.
You agree to indemnify and hold the us, and our subsidiaries, affiliates, officers, agents, or other partners, and employees, harmless from any claim or demand, including reasonable litigation fees, made by any third party due to or arising out of your use of the Service or violation of this agreement, or the violation by you of any rights of another Licensee, person or entity.
You expressly and specifically agree to waive, and agree 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 delivery service to deliver in a timely manner or otherwise deliver any items (mail, packages, etc.), any interruption of services, any incorrect mail assignment on the Platform
You expressly understand and agrees that: (a ) your use of the Service is at the your sole risk and is provided on an "As Is" and "As Available "basis and the you expressly disclaim all warranties of any kind whether expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose; (b) we make no warranty that (i) the Service will meet your requirement, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) any errors in the Platform software will be corrected (v) no advice or information, whether oral or written, obtained by you from us or through or from the Service shall create any warranty not expressly stated in the terms and conditions (vi) we assumes no responsibility for the deletion or failure to store voice and email messages and any other personalisation settings.
All notices given by either party pursuant to the provisions of this agreement are to be in writing and sufficiently served if delivered by hand or sent by registered post or recorded delivery or by email.
27. No Tenancy
It is expressly understood and agreed that any areas within the Property that this agreement permits you to use remains in our possession and control and that this agreement does not create a tenancy interest, leasehold estate or other real property interest.
28. This Is The Entire Agreement
This agreement supersedes any previous agreement you may have with us for the same services and constitutes the entire agreement between us. If two or more of you have signed the agreement your liabilities are joint and several.
You agree to treat this agreement as confidential and will not otherwise than in accordance with law disclose its terms.
30. No Waiver
The failure by us to enforce any of the provisions of this agreement shall not be construed as a waiver of our rights hereunder. No waiver shall be enforceable unless it is acknowledged by us in writing.
31. Force Majeure
We will have no liability in respect of any delay in performing or any failure to perform any of our obligations where such delay or non-performance is beyond our control. Such events include but are not limited to war, riot, civil disturbances acts of God power or mechanical or technical failure breakdown strike flooding, accidents default of suppliers
32. Changes To This Agreement
33. Governing Law
We both agree that Irish law shall apply to this agreement and that in the event of a dispute the statutory arbitration process shall apply. In the event that any of the terms of this agreement are found to be unenforceable then such unenforceable terms will not impair the validity or enforceability of any other terms in this agreement and the parties agree that any judicial authority should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of this agreement.
This agreement is copyright and may not be used or reproduced or replicated in full or in part without express written permission.
- Items received that exceed monthly allowance of 10 Items: €1.50 per item
- Scanning: €0.50 per page
- Mail Forwarding: €3 per item + postage
- Storage after 30 days: €0.05 per item per day
- Optional Meeting Room: €30 /hour
- Optional Day Desk: €35 /day
- Company Search Fee (outlay): €5
- Handling Fees for oversized items – See Clause 6