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Terms & Conditions

This Agreement (hereinafter referred to as “Agreement”) including the terms appearing on the reverse side hereof, is effective for all purposes and in all respect as of the date set forth below, by and between Mattingly Properties and the persons an or entity entering the Agreement (hereinafter referred to as “Client”).

 

  1. TERM

Unless terminated sooner as provided herein, the term of this Agreement shall commence month to month. Upon expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis (“Renewal Term”).  Client agrees to provide not less than thirty (30) days prior written notice of Client’s desire to terminate this Agreement at the end of the Initial Term or at the end of any Renewal Term in order to avoid renewal for an additional month.  The Monthly Service Fee is subject to change at any time after the initial Term.  However, Mattingly Properties will provide Client with written notice of any changes in the Monthly Service Fees not less than thirty (30) days prior to the effective date such price changes. Allow one business day for processing prior to use of onsite facilities; immediate usage requires deposit to be determined by property manager.

Mattingly Properties must receive one month’s notice prior to billing date to discontinue month-to-month services.

  1. PAYMENT
All payments are due on the 1st of each month. In addition, Client is responsible for all federal, state and local taxes levied or based upon Client’s use and possession of the services (but not including income taxes imposed on income received by Mattingly Properties).  The Service Retainer will NOT be kept in a separate account from other funds of Mattingly Properties and no interest will be payable to Client on the retainer funds.  Mattingly Properties may, in its discretion, apply the retainer funds to payment of any outstanding balances due from Client at any time.  Amounts, if any remaining from those deposited as a Service Retainer will be refunded to Client within thirty (30) day of the end of the term of this Agreement.

 

  1. USE

All offices and common areas occupied at anytime by Client shall be used for the general office purposes only.  No alterations shall be made to any offices except with the prior written consent of Mattingly Properties.  Client is liable for all damages, beyond normal wear and tear sustained to any offices(s) or office area occupied by Client regardless of whether damage is caused by Client, Client’s agents, or Client’s invitees.  If Client fails to make any necessary repairs within five (5) days after receipt of written notice from Mattingly Properties, Mattingly Properties can make such repairs at Client’s cost.  Further, Mattingly Properties reserves the right to deny access to any agent or invitee of Client at anytime for any reasons whatsoever. Phone and Internet services are limited to casual business use only. Common area use is limited to Mattingly Properties normal business hours unless previously approved by management.
DISCLAMERThe mail identity service cannot be used to retain an occupancy permit from the city of St. Louis.

 

  1. DEFAULT

In the event that Client (i) fails to pay any amount when due under this Agreement or (ii) breaches any covenant in this Agreement and the breach is not cured within three (3) days after written notice of default is given or the breach is of such a nature that it cannot be cured within three (3) days, Mattingly Properties may claim a breach of this Agreement and pursue any rights and remedies available at law or in equity.  In the event of a breach of this Agreement, Mattingly Properties shall be entitled in addition to all other remedies available at law or in equity, to immediate possession of the office premises occupied by Client and may immediately discontinue any and all services being rendered to or for the benefit of Client.  In the event that suit is necessary to collect any amounts due from Client and or to recover damages sustained as a result of Client’s activities while on Mattingly Properties’ premises, Mattingly Properties shall also be entitled to recover interest and reasonable attorney’s fees.


  1. TERMINATION

This agreement shall terminate upon the occurrence of any of the following:

A.     Expiration of the initial Term and receipt of written notice from Client at least thirty (30) days prior to the end of the Initial Term.

B.     Termination of the real property lease under which Mattingly Properties holds possession of the office space(s).  (It being understood by the parties that this Agreement is at all times subject to and subordinate to any and all leases under which Mattingly Properties or its successor is a lessee).

C.     Mattingly Properties electing to terminate at any time by written notice provided to Client not less than thirty 30) days prior to the effective date of termination: or

D.     As otherwise provided in this Agreement

 

  1. HIRING RESTRICTIONS

Keeping quality employees on its staff is critical to the success of Mattingly Properties business.  By agreeing to the Terms and Conditions of this Agreement, you agree that, during the term of your agreement and for one (1) year afterwards, you will not hire any of our employees.  You also agree that if you hire one of our employees in breach of this agreement, our damages would be difficult to determine and that you therefore agree to pay us liquidated damages in the amount of 50% of the annual base salary of the employee who you hire.  You agree that such a liquidated damage amount is fair and reasonable.

 

  1. LIMITATION OF LIABILITY

    By signing below, Client acknowledges and agrees that neither Mattingly Properties nor its owners, managing members, agents, employees, attorneys or accountants is liable for any damages (including special or consequential damages) suffered to Client or to its business operations as a result of Mattingly Properties failure to provide any services pursuant to the terms of this Agreement.  Client’s sole remedy in the event of any failure to render services, timely service, or errors or omissions of Mattingly Properties is the refund of the amounts, if any, paid by Client to Mattingly Properties for the service.  FURTHER, MATTINGLY PROPERTIES SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES (INCLUDING THE CONTENT) CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.


  1. INSURANCE, OWNERSHIP OF PROPERTY AND ACCESS.

Client is responsible for insuring all of Client’s personal property located at any time within any of Mattingly Properties offices, office area, conference rooms and common areas.  Client shall have the sole and complete risk of loss with respect to all of Client’s personal property and all such personal property is considered to be under Client’s sole control at all times.  In the event that Client does not remove all of Client’s personal property within thirty (30) days following termination of this Agreement for any reason, Mattingly Properties shall have the right, but not the obligation, to store such personal property (without any liability whatsoever to Client damage, theft or other loss) for a period not to exceed thirty (30) days.  In the event that Client does not claim and retrieve any personal property still held after thirty (30) days, Mattingly Properties may sell or otherwise dispose of such property.

 

  1. GOVERNING LAW AND ARBITRATION

This agreement shall at all times be governed by the laws of the State of Missouri.  Any dispute arising out of this Agreement, which cannot be resolved by the parties, shall be governed exclusively by arbitration.  The arbitration will be initiated and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, shall be conducted by one arbitrator, and shall be conducted in St. Louis, Missouri.  The decision of the arbitrator shall be final and binding.  The arbitrator shall have full authority to order specific performance and other equitable relief and award damages.  The arbitrator shall also have the power to award reasonable attorney’s fees and costs to the prevailing party in any arbitration.

 

  1. LICENSE AGREEMENT: NOT A LEASE OF RENTAL PROPERTY.

It is understood and agreed that this Agreement is NOT a lease of real property and does not convey to Client any rights whatsoever as a lessee of real property.  Further, Client does not have any rights under any lease which Mattingly Properties may have with any third party of possession of the real property in which the offices are located.  This Agreement grants Client only a revocable license to use the designated office space from time-to-time.

 

  1. FORCE MAJURE

Mattingly Properties shall not be liable to Client for any default or delay in the performance of any of its obligations under this Agreement if the default or delay is caused, directly or indirectly, by fire, flood, earthquake or other acts of God; labor disputes, strikes or lockouts; regulations, decisions or requirement of any government, tribunal or government agency; or any other cause beyond Mattingly Properties reasonable control.

 

  1. MISCELLANEOUS TERMS.

This agreement shall bind and inure to the benefit of each party’s successors and assigns.  Client shall not assign this agreement without the prior written consent of Mattingly Properties.  All agreements made in this Agreement which by their terms are to be performed or observed after the termination of the Agreement shall remain in full force and effect and shall survive the termination of the Agreement.  No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such rights.  The parties intend this Agreement to be a valid legal instrument and not provision shall in any way invalidate any other provision of this Agreement which shall remain in full force and effect.  This Agreement may not be modified, changed or terminated orally, and no changes, amendments or modifications to this Agreement will be binding unless in writing and duly executed by each party.


Subpages (1): TERMS & CONDITIONS
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