Virtual Office Agreement - Annual Plan
Please read the following terms and conditions carefully
Your Service Selection
Select Your Start Date
PARTIES
This Agreement is made between:
Provider: Ricardo Herbstrith Carvalho Unipessoal LDA, NIPC: 517178737, with registered office at Rua Joaquim António de Aguiar, 150, 4300-465 Porto, hereinafter referred to as the "Provider"
Client: The individual or company subscribing to the Virtual Office services, hereinafter referred to as the "Client"
ARTICLE 1 - OBJECT AND ACCEPTANCE
1.1 This Agreement governs the provision of Virtual Office services, including the use of the Provider's business address for fiscal and postal purposes, mail handling, and package forwarding services, under the conditions defined herein.
1.2 Contract of Adhesion: This is a contract of adhesion ("take it or leave it") and is not subject to negotiation. By proceeding with this Agreement, the Client accepts all terms without modification.
1.3 Tacit Acceptance: Continued use of the services after receipt of any modified terms constitutes automatic acceptance of those terms. The Provider may modify this Agreement with 30 days' written notice.
ARTICLE 2 - SERVICE TERMS AND SPECIFICATIONS
2.1 Virtual Office Services: The Client is granted the right to use the Provider's business address as their fiscal and postal address for business purposes only.
2.2 Mail Handling: The Provider will receive and hold mail and packages addressed to the Client at the business address. The Provider is not responsible for inspecting, screening, or evaluating the contents of any mail or packages.
2.3 Package Forwarding: The Provider will forward mail and packages to the Client's designated address upon request and payment of forwarding fees. Forwarding will be done via CTT (Portuguese Postal Service) or another carrier selected by the Provider.
2.4 Contract Period: This Agreement commences on the selected start date and continues on an annual basis with automatic renewal until formally terminated according to Article 9.
2.5 Annual Renewal: This Agreement automatically renews for successive annual periods unless terminated by either party with 30 days' written notice prior to the renewal date.
ARTICLE 3 - SERVICES INCLUDED AND EXCLUDED
3.1 The following services are included in the Virtual Office fee:
- Use of the Provider's business address as the Client's fiscal and postal address
- Reception and secure storage of mail and packages for up to 30 days
- Notification of received mail and packages
3.2 Services NOT Included: The following services are expressly EXCLUDED from this Agreement:
- Physical access to the coworking space or any common areas
- Use of meeting rooms, workstations, or any facilities
- Receptionist services beyond basic mail reception
- Package forwarding (available as a separate paid service)
- Business registration assistance or legal advice
3.3 Package Forwarding Service: Package forwarding is available as a separate service with the following terms:
- Forwarding fee: 20% of the CTT shipping cost (minimum €5 per shipment)
- Client must pre-pay all shipping and forwarding fees
- Provider selects the shipping method and carrier
- Forwarding occurs within 5 business days of payment confirmation
- Client is responsible for any customs duties, taxes, or import fees
ARTICLE 4 - FINANCIAL TERMS
4.1 Annual Fee: The annual fee for Virtual Office services is €600 (six hundred euros), exclusive of VAT. VAT will be added at the applicable rate.
4.2 Payment Terms: The annual fee is payable in full upon subscription and on each annual renewal date. Payment shall be made through credit or debit card payment.
4.3 Chargeback Fee: If the Client disputes a valid charge with their card issuer (chargeback), the Client shall be liable for a €50 administrative fee in addition to the original amount due.
4.4 Late Payment: In case of payment delay exceeding 5 (five) business days from the due date, the Provider may:
- Suspend all services including mail reception
- Charge a late fee of 15% of the annual fee
- Charge interest at the legal rate for commercial transactions
- Terminate this Agreement pursuant to Article 9.2
- Dispose of any held mail and packages at the Provider's discretion
4.5 No Refunds: No refunds will be issued for early termination, non-use of the services during the contracted period, or termination for breach of contract by the Client. The Client acknowledges that the annual plan offers significant savings compared to the monthly plan and agrees that no pro-rata refunds will be provided for early termination.
4.6 Outstanding Payments: Upon termination for any reason, the Client remains liable for all outstanding payments for the entire period the Agreement was valid, including any additional fees, penalties, or damages incurred by the Provider.
4.7 Price Adjustments: The Provider reserves the right to adjust prices with 30 days' written notice prior to the annual renewal date.
ARTICLE 5 - CLIENT OBLIGATIONS AND RESTRICTIONS
5.1 Proper Use: The Client shall use the Virtual Office services responsibly and in accordance with all applicable laws and regulations.
5.2 Accurate Information: The Client shall provide accurate and current contact information and promptly update any changes.
5.3 Prohibited Activities: The Client shall not use the Virtual Office services for:
- Any illegal or unlawful activities
- Activities that may damage the Provider's reputation
- Receipt of dangerous, hazardous, or illegal materials
- Mass mailing or marketing operations without prior authorization
- Any activity that violates Portuguese law or regulations
5.4 Tax Registration: The Client acknowledges that using the Provider's address for tax registration does not create any legal partnership, association, or liability for the Provider regarding the Client's business activities, tax obligations, or legal compliance.
5.5 Mail Collection: The Client shall arrange for collection or forwarding of mail within 30 days of notification. Mail held beyond 60 days may be disposed of at the Provider's discretion.
5.6 Forwarding Authorization: The Client must provide written authorization and pre-payment for any package forwarding services.
5.7 Compliance with Laws: The Client shall comply with all applicable laws, regulations, and licensing requirements related to their business activities and use of the Virtual Office services.
5.8 No Misrepresentation: The Client shall not represent to third parties that they have a physical office presence at the Provider's location beyond the Virtual Office services provided herein.
ARTICLE 6 - PROVIDER'S RIGHTS AND OBLIGATIONS
6.1 Service Provision: The Provider shall provide the Virtual Office services as described in this Agreement.
6.2 Mail Handling: The Provider shall receive and store mail and packages addressed to the Client during the term of this Agreement.
6.3 Right to Refuse: The Provider reserves the right to refuse receipt of any mail or packages that appear dangerous, illegal, or excessively large.
6.4 Inspection Rights: The Provider maintains the right to inspect any mail or packages if there is reasonable suspicion of illegal or dangerous contents.
6.5 Service Suspension: The Provider may temporarily suspend services for maintenance, emergencies or force majeure events without liability.
ARTICLE 7 - LIMITATION OF LIABILITY
7.1 Mail and Packages: The Provider assumes no responsibility for loss, damage, misdelivery, or delay of any mail or packages, regardless of cause.
7.2 Business Activities: The Provider assumes no responsibility for the Client's business activities, tax obligations, legal compliance, or any consequences arising from the Client's use of the Virtual Office services.
7.3 Tax Registration: The Provider shall not be liable for any issues, penalties, or legal consequences related to the Client's tax registration or business activities conducted using the Provider's address.
7.4 Consequential Damages: The Provider shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to lost profits, business interruption, or data loss.
7.5 Maximum Liability: The Provider's maximum liability under this Agreement shall not exceed one month's equivalent service fee (€50).
7.6 No Warranty: The Provider makes no warranties, express or implied, regarding the suitability of the Virtual Office services for the Client's particular business needs.
ARTICLE 8 - EXPANDED LIMITATIONS AND DISCLAIMERS
8.1 No Legal Relationship: This Agreement does not create a partnership, joint venture, employment, or agency relationship between the Provider and the Client.
8.2 Tax and Legal Independence: The Client acknowledges that they are solely responsible for their tax obligations, legal compliance, and business activities. The Provider assumes no responsibility for the Client's tax filings, legal requirements, or regulatory compliance.
8.3 Force Majeure: The Provider shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, government regulations, public health crises, strikes, utility failures, or other major disruptive events.
8.4 Indemnification: The Client agrees to indemnify, defend and hold harmless the Provider from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising from or in connection with the Client's use of the Virtual Office services, violation of this Agreement, violation of any law or regulation, or any business activities conducted by the Client.
8.5 No Creation of Tenancy: This Agreement does not create a landlord-tenant relationship. The Client acknowledges they have no property interest in the premises and no rights beyond those expressly granted in this Agreement.
ARTICLE 9 - TERMINATION AND CONTRACT CESSATION
9.1 Automatic Renewal: This Agreement automatically renews on an annual basis until formal termination is provided in accordance with this Article.
9.2 Termination by Client: The Client may terminate this Agreement with 30 days' written notice prior to the annual renewal date via registered mail or email with read receipt confirmation. No refunds will be provided for early termination.
9.3 Termination by Provider for Cause: The Provider may terminate this Agreement immediately and without prior notice in case of:
- Non-payment exceeding 5 business days
- Violation of any provision in Article 5
- Illegal activities conducted using the Provider's address
- Actions that endanger the safety or security of the facility
- Bankruptcy, insolvency, or assignment for the benefit of creditors
- Any use of the services that damages the Provider's reputation
9.4 Termination by Provider Without Cause: The Provider may terminate this Agreement with 30 days' written notice for any reason. In such case, a pro-rata refund of the unused portion of the annual fee will be provided.
9.5 Post-Termination Obligations: Upon termination, the Client shall:
- Immediately update their business address with all relevant authorities
- Arrange for collection or forwarding of all remaining mail within 15 days
- Settle any outstanding payments
9.6 Abandoned Mail: Any mail or packages not collected within 15 days of termination may be disposed of at the Provider's discretion.
ARTICLE 10 - ADDRESS CHANGE PROCEDURE
10.1 Client Responsibility: The Client is solely responsible for updating their business address with all relevant authorities, including but not limited to:
- Portuguese Tax Authority (Autoridade Tributária)
- Commercial Registry (Registo Comercial)
- Social Security (Segurança Social)
- Banks and financial institutions
- Suppliers and clients
- Any other relevant entities
10.2 Provider Assistance: The Provider may, at its discretion, provide a formal letter confirming the termination of services and the need for address change, but assumes no responsibility for ensuring the Client completes the address change process.
10.3 Continued Liability: The Client remains liable for any consequences of failing to update their business address, including missed communications, legal notices, or tax documents.
ARTICLE 11 - CONFIDENTIALITY AND DATA PROTECTION
11.1 Confidentiality: Both parties agree to maintain confidentiality of all professional or personal information obtained under this Agreement.
11.2 Data Protection: Personal data processing shall comply with the General Data Protection Regulation (GDPR) and other applicable legislation.
ARTICLE 12 - GOVERNING LAW AND DISPUTE RESOLUTION
12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Portugal.
12.2 Jurisdiction: Any disputes arising from this Agreement shall be submitted to the exclusive jurisdiction of the common courts of Porto, Portugal.
12.3 Attorneys' Fees: In any legal action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
ARTICLE 13 - GENERAL PROVISIONS
13.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, negotiations and agreements.
13.2 Amendments: Any amendment to this Agreement must be made in writing and signed by both parties.
13.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.4 Notices: All notices under this Agreement shall be in writing and delivered to the addresses specified herein.
13.5 No Waiver: Failure by either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision.
13.6 Non-Transferability: This Agreement is strictly personal to the Client and may not be assigned, transferred, or sublet to any third party under any circumstances.
13.7 Survival: All provisions that by their nature should survive termination shall survive, including but not limited to payment obligations, limitations of liability, and indemnification.
Porto, Portugal
Agreement Date:
Service Start Date:
Contract Period: Annual, automatically renewing
Annual Fee: €600 + VAT
Ricardo Herbstrith Carvalho Unipessoal LDA
Provider
ACKNOWLEDGMENT
The Client acknowledges that they have read this entire Agreement, understand its terms, and voluntarily agree to be bound by all its provisions without exception or reservation. The Client specifically acknowledges that:
- This is an annual agreement with automatic renewal
- The annual fee is €600 exclusive of VAT
- No refunds are provided for early termination
- The Provider assumes no responsibility for the Client's tax obligations or legal compliance
- The Client is solely responsible for updating their business address upon termination
- No physical access to the premises is included in this agreement
- Package forwarding is a separate paid service with additional terms
