Allgemeine Geschäftsbedingungen

1. Introduction and Contract Formation

1.1 These Terms and Conditions (“Terms”) govern the supply of services by Olea Office Ltd (“Olea”, “we”, “us”), a company incorporated in England and Wales (company number: 17108391) with its registered office at 66 Paul Street, London, EC2A 4NA, to you (“Customer”, “you”).

1.2 These Terms are designed for businesses acting in a commercial or professional capacity, including those in preparation for commencing business activity. By placing an Order, you confirm that you are acting in such capacity. These Terms are not intended for consumers.

1.3 Your Order constitutes an offer to purchase Services on these Terms. A binding contract (the “Agreement”) is formed when we issue an Order Confirmation by email. The Agreement comprises: (a) these Terms; (b) the Order Confirmation; (c) the pricing published on our website at the time of your Order; and (d) any Service Agreement signed for company registration purposes. In the event of conflict, these Terms prevail, except where a Service Agreement expressly states otherwise.

1.4 The Services are provided as a service licence only. Nothing in the Agreement creates a lease, tenancy, licence to occupy, or any proprietary or possessory interest in any premises.

1.5 We supply the Services in accordance with the Supply of Goods and Services Act 1982 (as applicable). We will perform the Services with reasonable care and skill.

2. Definitions

In these Terms:

“Applicable Law” means all laws, regulations, and binding requirements of any governmental authority applicable to the relevant party’s performance under the Agreement.

“Authorised Person” means an individual you nominate (and notify to us in writing) to act on your behalf for mail collection or other service-related purposes.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in the country where the relevant Location is situated.

“Digital Mailbox” means the mail handling option under which mail is scanned at a central scanning hub and made available to you digitally through your scanning hub account.

“Location” means the physical premises at which your Business Address is situated.

“Location Partner” means the workspace operator that manages the Location on our behalf as a fulfilment partner. You have no direct contractual relationship with any Location Partner.

“Mail Forwarding” means the mail handling option under which physical mail is forwarded to an address you specify.

“Mail Pickup” means the mail handling option under which you or an Authorised Person collects mail at the Location.

“Order” means your request to purchase Services submitted via our website checkout.

“Order Confirmation” means our email confirming acceptance of your Order.

“Service Agreement” means a separate document signed for the purpose of evidencing your right to use the Business Address for company registration with the relevant authorities, which incorporates these Terms.

“Services” means the business address, mail handling, workspace access, and any add-on services described in your Order Confirmation.

3. Eligibility and Account

3.1 The Services are available only to legal entities, registered sole traders, and other businesses acting in a commercial capacity.

3.2 You must provide accurate and complete information when creating your account and placing an Order, and keep this information current. You must promptly notify us of any changes to your company name, legal form, registered address, directors, beneficial owners, or contact details.

3.3 You are responsible for maintaining the confidentiality of your account credentials (including credentials for any third-party services required to access the Services) and for all activity that occurs under your account.

4. Service Activation and KYC/AML Compliance

4.1 Service activation is conditional on successful completion of our identity verification and anti-money laundering checks (“KYC/AML Checks”) as required by Applicable Law.

4.2 You must provide all documentation and information we reasonably request for the purposes of KYC/AML Checks, including (where applicable) identification of directors, beneficial owners, and Authorised Persons.

4.3 We may refuse to activate, or may suspend or terminate, the Services without liability if: (a) KYC/AML Checks cannot be completed or you fail verification; (b) the risk profile exceeds our risk appetite; (c) we have reasonable grounds to suspect money laundering, terrorist financing, sanctions breach, or other illegality; or (d) Applicable Law requires or permits us to do so.

4.4 Pre-activation refund: If we refuse to activate the Services following KYC/AML Checks, we will refund any payments you have made in full.

4.5 Ongoing monitoring: You must promptly notify us of any material change to your company structure, ownership, directors, or business activities. We may conduct periodic re-verification.

4.6 Where Applicable Law prohibits disclosure (including tipping-off restrictions), we are not required to provide reasons for any refusal, suspension, or termination under this section.

4.7 Record retention: We retain compliance records for 5 years after the end of the business relationship (or longer where required by Applicable Law), after which they are deleted.

5. Business Address Service

5.1 We grant you a non-exclusive, non-transferable licence to use the address specified in your Order Confirmation (the “Business Address”) for all lawful business purposes, including correspondence, invoices, website legal notices, and company registrations as permitted by Applicable Law.

5.2 The Business Address is a serviceable address at which mail and legal process can be received during staffed hours. This does not grant you exclusive possession of, or any property right in, the Location.

5.3 Fair use: You must not use the Business Address for high-footfall retail, medical practice, or any activity that would breach building regulations, insurance terms, or Applicable Law at the Location, without our prior written consent.

5.4 You are solely responsible for ensuring that your use of the Business Address complies with all Applicable Law (including, where relevant, Impressum requirements, trade register obligations, and tax registrations).

5.5 Where you require documentation evidencing your right to use the Business Address for registration purposes, a Service Agreement will be provided, which includes a certificate of right to use. The Service Agreement incorporates these Terms.

6. Mail Handling

6.1 Your Order Confirmation specifies which mail handling option applies. By entering into the Agreement, you grant Olea (and our Location Partners and sub-processors) a postal power of attorney to act on your behalf as follows:

• (a) receive mail, parcels, and legal process at the Business Address;
• (b) open, scan, and digitise the contents of mail items;
• (c) redirect mail to our scanning hub or to a forwarding address you specify;
• (d) store mail and parcels at the Location or scanning hub;
• (e) destroy mail in accordance with Sections 6.5 and 6.10; and
• (f) forward mail to you or an Authorised Person.

The postal power of attorney takes effect on Service activation and continues until the later of: (i) termination or expiry of the Agreement; or (ii) completion of any post-termination mail handling under Section 6.13. The authority is limited to acts reasonably necessary to deliver the Services and does not authorise us to act on the content of your mail or to enter into obligations on your behalf.

The following subsections describe each mail handling option. Only the option specified in your Order applies to your account.

(a) Digital Mailbox

6.2 Mail received at the Location is periodically forwarded to our scanning hub partner, where it is opened, scanned, and made available to you digitally through your scanning hub account. Processing times are published on our website and are operational targets, not guarantees.

6.3 Your plan includes the scan and archive volumes stated on the website. Additional scans are charged per the published pricing.

6.4 The Digital Mailbox service is delivered through a third-party scanning hub. You will be required to create an account with the scanning hub provider and accept their terms of service as part of the setup process.

6.5 Mail handling (including the treatment of advertising mail) is subject to the scanning hub provider’s terms. Physical originals are stored and destroyed in accordance with those terms. Digital storage and archiving are subject to the scanning hub provider’s terms.

6.6 If your scanning hub account becomes inactive, we may store mail physically at your cost or return it to sender after 14 days’ notice.

(b) Mail Forwarding

6.7 Mail is accumulated and forwarded at the cadence stated in your Order (monthly, weekly, or daily). Forwarding prices include standard domestic postage. International forwarding is available on request at additional cost.

(c) Mail Pickup

6.8 You or an Authorised Person may collect mail during staffed hours at the Location. Photo ID may be required. You must maintain a current Authorised Person list by notifying us in writing.

6.9 Mail is stored free of charge for 30 days. Storage fees thereafter are as published on our website.

General Mail Provisions

6.10 Packages (at the Location): Free storage for 7 days; storage fees thereafter are as published on our website. Packages uncollected after 30 days may be returned to sender. Packages are not forwarded to the scanning hub.

6.11 Restrictions: We may refuse cash-on-delivery items, perishable or hazardous goods, and oversize/overweight items. Uncollected items may be returned or destroyed after reasonable notice.

6.12 Switching: You may change your mail handling option on 30 days’ written notice, effective from the next billing period.

6.13 After termination: We may refuse or return mail received after termination. Physical items held at the scanning hub are handled in accordance with the scanning hub provider’s terms; the scanning hub provider’s fees may continue to apply until all physical items have been processed or destroyed. You must arrange redirection and remove the Business Address from all public records (see Section 9).

7. Workspace Access

7.1 Where included in your plan or available as an add-on, you may book meeting rooms, coworking desks, and private offices at the Location, subject to availability. Charges are at the rates published on our website unless otherwise stated in your Order.

7.2 Workspace bookings are subject to the house rules applicable at each Location (available on request), which may cover building access, safety, quiet hours, and permitted activities.

8. Prices, Billing and Payment

8.1 All prices are as stated on our website at the time of your Order and are exclusive of applicable taxes (including VAT).

8.2 Monthly plans are billed monthly in advance. Annual plans are billed annually in advance on each renewal date. One-off charges (e.g., workspace bookings, excess postage) are billed when incurred.

8.3 Payment is by card (or other method we approve). By subscribing, you authorise us to charge your payment method on a recurring basis.

8.4 Annual prepayments are non-refundable after Service activation, except where required by Applicable Law or expressly stated otherwise in these Terms.

8.5 Failed payments: We will retry failed payments automatically. If payment remains outstanding for more than 7 days, we may suspend the Services. If payment remains outstanding for more than 30 days, we may terminate the Agreement.

8.6 Price changes: We may adjust recurring fees on not less than 60 days’ prior notice by email, giving reasons (e.g., inflation, third-party cost changes, regulatory changes, product enhancements). If you do not agree to an increase, you may terminate the Agreement before the increase takes effect.

9. Term and Termination

Term and Cancellation

9.1 Monthly plans run month-to-month. Either party may cancel on 1 month’s written notice, to expire at the end of a calendar month.

9.2 Annual plans run for an initial 12-month term and auto-renew for successive 12-month periods unless either party gives at least 1 month’s written notice before the end of the current term.

9.3 Notice of cancellation may be given in writing or through your account management page.

9.4 The Jurisdiction-Specific Provisions in Section 18 may impose additional requirements on term and renewal.

Termination for Cause

9.5 Either party may terminate the Agreement with immediate effect by notice (including by email) if the other party:

• (a) commits a material breach that is not remedied within 14 days of written notice specifying the breach;
• (b) becomes insolvent, enters administration, liquidation, or any analogous proceeding; or
• (c) is prohibited by Applicable Law from performing its obligations.

9.6 We may terminate or suspend the Agreement immediately if:

• (a) you fail to pay any amount due and the cure period in Section 8.5 has expired;
• (b) you use the Services for any unlawful purpose;
• (c) you fail to comply with KYC/AML requirements under Section 4; or
• (d) we are required to do so by Applicable Law or a competent authority.

9.7 We may suspend Services pending investigation of any of the above.

Effects of Termination

9.8 On termination or expiry of the Agreement:

• (a) you must immediately cease using the Business Address;
• (b) you must remove the Business Address from all public records, registries, websites, stationery, and marketing materials as soon as reasonably practicable and in any event within 30 days. If you fail to do so, we may notify the relevant registries directly and you will indemnify us for any costs incurred;
• (c) you must settle all outstanding amounts within 7 days;
• (d) mail handling follows Section 6.13.

9.9 Sections 4.6–4.7 (record retention), 12 (IP), 14 (liability and indemnification), 17 (governing law), and 18 (jurisdiction-specific provisions) survive termination.

10. Relocation

10.1 If a Location becomes unavailable (e.g., the Location Partner ceases operations), we will relocate you to a comparable Location with reasonable notice.

10.2 If you do not wish to relocate, or if no comparable Location is available, you may terminate the Agreement and we will refund any pre-paid fees on a pro-rata basis for the unexpired period.

10.3 We’re not liable for any third-party costs you incur as a result of relocation.

11. Non-Circumvention

11.1 You acknowledge that the Location Partner provides services at the Location on our behalf. During the term of the Agreement, you agree not to enter into a direct arrangement with the Location Partner for the same or substantially similar services without our prior written consent.

12. Intellectual Property

12.1 All intellectual property rights in our website, services, and brand belong to us (or our licensors).

12.2 You may not use our trademarks without our prior written consent.

12.3 You grant us a limited, revocable licence to use your company name and logo on our website and marketing materials to identify you as a customer. You may opt out at any time by written notice.

13. Data Protection

13.1 We process personal data in accordance with our Privacy Policy at oleaoffice.com/privacy.

13.2 For KYC/AML onboarding, each party acts as an independent data controller.

13.3 Where the Digital Mailbox service involves processing personal data contained in your mail, we act as a data processor and a separate Data Processing Addendum applies (oleaoffice.com/dpa).

14. Liability and Indemnification

14.1 Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) intentional misconduct; or (d) any other liability that cannot be excluded or limited by Applicable Law.

14.2 Subject to Section 14.1, our total aggregate liability to you arising out of or in connection with the Agreement (whether in contract, tort, negligence, breach of statutory duty, or otherwise) is limited to the lower of: (a) €5,000; or (b) 2× the net fees you paid to us in the 12 months preceding the event giving rise to the claim.

14.3 Subject to Section 14.1, we are not liable for: (a) indirect or consequential loss; (b) loss of profit, revenue, business, anticipated savings, or data; (c) postal or courier delays, loss, or damage in transit; (d) failures of third-party services (including payment processors and scanning hub providers) beyond our reasonable endeavours; (e) the content of your mail; or (f) your use of the Business Address for purposes that are unlawful.

14.4 The limitations in this section are subject to the Jurisdiction-Specific Provisions in Section 18, which may modify their application.

14.5 Your statutory rights are not affected by these Terms.

14.6 Indemnification. You will indemnify us and hold us harmless against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) your unlawful use of the Business Address or Services; (b) your breach of these Terms; or (c) your failure to comply with Applicable Law.

15. Changes to These Terms

15.1 We may update these Terms for legal, regulatory, operational, or product-related reasons.

15.2 We will give you at least 60 days’ prior notice of material changes by email, specifying the changes and their effective date.

15.3 If you do not agree to the changes, you may terminate the Agreement before the effective date. Continued use of the Services after the effective date constitutes acceptance.

16. General Provisions

16.1 Force majeure. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control (including natural disasters, pandemics, war, government action, strikes, or infrastructure failure). This does not excuse payment obligations.

16.2 Notices. Notices to us: by email to support@oleaoffice.com. Notices to you: by email to the address in your account. Notices are deemed received on the Business Day after sending.

16.3 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.

16.4 Severability. If any provision is found to be invalid or unenforceable, the remaining provisions remain in full force. The invalid provision will be replaced with a valid provision that achieves a similar economic effect.

16.5 No waiver. A failure or delay in exercising any right under the Agreement does not waive that right.

16.6 No agency. Nothing in the Agreement creates a partnership, agency, or joint venture between the parties.

16.7 Assignment. You may not assign or transfer the Agreement without our prior written consent. We may assign the Agreement to any affiliate or successor entity.

16.8 Third-party rights. No third party (including any Location Partner) has any right to enforce any term of the Agreement. The Contracts (Rights of Third Parties) Act 1999 is excluded.

16.9 Language. The English-language version of these Terms is the authoritative version. Any translation is for convenience only.

17. Governing Law and Dispute Resolution

17.1 The Agreement is governed by the laws of England and Wales.

17.2 The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement.

17.3 Notwithstanding Section 17.2, we may bring proceedings in any court of competent jurisdiction to enforce our rights or to seek injunctive relief.

17.4 The Jurisdiction-Specific Provisions in Section 18 may modify this section for Customers in certain countries.

18. Jurisdiction-Specific Provisions

The following provisions apply based on the country of your registered business address. Where a provision in this section conflicts with the general Terms above, this section prevails.

18.1 Germany

These provisions apply to Customers whose registered business address is in Germany.

(a) B2B only. These Terms are intended for businesses and professionals acting in a commercial or professional capacity within the meaning of §14 BGB (Bürgerliches Gesetzbuch). Consumer protection provisions (Verbraucherschutzgesetz, Widerrufsrecht) do not apply.

(b) AGB-Recht (§§305–310 BGB). These Terms are intended to comply with the requirements of German standard business terms law. In interpreting these Terms, the transparency requirement of §307 BGB and the prohibition of surprising clauses under §305c BGB apply.

(c) Liability — cardinal obligations. Notwithstanding Section 14.3, in cases of slight negligence (leichte Fahrlässigkeit), our liability for breach of essential contractual obligations (wesentliche Vertragspflichten / Kardinalpflichten) — being obligations whose fulfilment is essential to the proper performance of the Agreement and on whose compliance you may ordinarily rely — is limited to the foreseeable, contract-typical damage (vertragstypischer, vorhersehbarer Schaden). The liability cap in Section 14.2 applies.

(d) Liability — unlimited. The exclusions in Section 14.3 do not apply to liability for (i) intentional misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (ii) injury to life, body, or health; (iii) fraud; (iv) liability under the Product Liability Act (Produkthaftungsgesetz); or (v) any other mandatory statutory liability.

(e) Auto-renewal. In accordance with §309 Nr. 9 BGB: the initial term for annual plans does not exceed 12 months; auto-renewal periods do not exceed 12 months; the notice period for cancellation is 1 month before the end of the current term.

(f) Business Address. The Business Address constitutes a ladungsfähige Anschrift. You are responsible for determining whether it is suitable for your specific registration purposes.

(g) Postal secrecy. We comply with postal secrecy obligations under §39 PostG and §206 StGB.

(h) Dispute resolution. Olea is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration body pursuant to the Verbraucherstreitbeilegungsgesetz (VSBG). This does not affect your right to seek recourse before the competent courts.

(i) Price changes. The amendment mechanism in Section 15 constitutes an Änderungsklausel within the meaning of AGB-Recht. You have the right to terminate the Agreement before any price increase takes effect.

(j) Postal power of attorney. The postal power of attorney granted under Section 6.1 constitutes an Empfangsvollmacht under German law.

(k) Certificate of right to use. The certificate of right to use referred to in Section 5.5 constitutes a Nutzungsüberlassungserklärung under German law.

18.2 United Kingdom

These provisions apply to Customers whose registered business address is in the United Kingdom.

(a) B2B only. The Consumer Rights Act 2015 does not apply. These Terms are entered into on a business-to-business basis.

(b) AML. The UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (UK MLR 2017) apply in addition to any other AML obligations.

(c) Data protection. The UK GDPR and the Data Protection Act 2018 apply to the processing of personal data under the Agreement.

(d) Limitation of liability. The limitations in Section 14 are intended to be reasonable for the purposes of the Unfair Contract Terms Act 1977.

18.3 European Economic Area (EEA)

These provisions apply to Customers whose registered business address is in an EEA member state (other than Germany, which is addressed in Section 18.1).

(a) Data protection. The EU General Data Protection Regulation (EU 2016/679) applies to the processing of personal data under the Agreement.

(b) E-Commerce. Where the E-Commerce Directive (2000/31/EC) applies, information about the provider is available at oleaoffice.com/legal.

(c) Mandatory local law. To the extent that mandatory provisions of the law of your country of establishment grant you protections that cannot be derogated from by contract (including protections for sole traders treated as consumers in certain member states), those provisions apply.