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The Carlton Center House Rules

May 2019

These are The Carlton Center House Rules which may change from time to time and which apply to you (defined in the House Rules as “you”) in relation to The Carlton Center.


1. Upon Move-In: We will ask you to sign an inventory of all accommodation, furniture and equipment you are permitted to use, together with a note of its condition, and details of the keys or entry cards issued to you.

2. Signage: You may not put up any signs on the doors of your accommodation or anywhere else visible from outside the room(s) you are using without written approval from The Carlton Center team. We reserve the right to charge a fee for any signage and to specify its design to ensure it remains in keeping with The Carlton Center’s design.

3. Our Property: You must take good care of all parts of The Carlton Center, its equipment, fittings and furnishings you use. You must not alter any part of it.

4. Keys and Security: Any keys or entry cards which we let you use remain our property at all times. You must not make any copies of the keys and/or entry cards or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must pay a reasonable fee for replacement keys or cards and of changing locks, if required.

This rule improves security levels of The Carlton Center.

If you are permitted to use The Carlton Center outside normal working hours, it is your responsibility to lock the doors to your accommodation and to The Carlton Center when you leave. This is to ensure the safety of individuals and property at The Carlton Center.

The Carlton Center is under 24x7x365 video and audio recording in all common areas of the location. By using our services, you agree to be monitored in all common areas of our buildings. You are not permitted to alter, modify or disable in any way The Carlton Centers cameras.

Use of The Carlton Center

5. Entrances and Exits: You shall not leave open any corridor doors, exit doors or door connecting corridors during or after business hours for security purposes; and if you do so, it will be at your own risk. All corridors, halls, elevators and stairways shall not be obstructed by you or used for any purpose other than entering and exiting. You can only use public areas with our consent and those areas must be kept neat and attractive at all times.

6. Name and Address: At your request and cost, we are happy to include your name in the house directory at The Carlton Center, where this facility is available. You must not use our name in any way in connection with your business. You may not use The Carlton Center as your registered address for service-of-process.

7. Phone Number: You agree the phone number(s) assigned to you are for your use during the term of your agreement. The phone numbers remain our property and you have no contractual or vested interests in the present telephone service or telephone numbers provided by us.

If you choose to have the phone number listed in the local 411 or directory assistance, you authorize us to procure and arrange the listing for you and you agree to pay any fees for such listing. You agree not to list the phone number in any “white or yellow” pages.

• You cannot port phone numbers into or out of our phone system. To use your existing phone number with our phone service, you agree to forward your phone number to a phone number owned and assigned by us.

8. Employees and Guests: Your employees and guests shall conduct themselves in a business-like manner; proper business attire shall be worn at all times; the noise level will be kept to a level so as not to interfere with or annoy other customers; and you will abide by our directives regarding security, keys, parking and other such matters common to all occupants. No part of the office or The Carlton Center may be used for overnight accommodation.

9. Equipment: You shall not, without our prior written consent, store or operate in your office(s) or The Carlton Center(s), any computer (excepting a personal computer) or any other large business machine, reproduction equipment, heating equipment, stove, radio, stereo equipment or other mechanical amplification equipment, vending or coin operated machine, refrigerator, boiler or coffee equipment.

Additionally, you must not conduct a mechanical business therein, do any cooking therein, or use or allow to be used in the building where The Carlton Center is located, oil burning fluids, gasoline, kerosene for heating, warming or lighting. No article deemed hazardous on account of fire or any explosives shall be brought into The Carlton Center. No offensive gases, odors or liquids shall be permitted. No weapons concealed or otherwise, shall be permitted. The Carlton Center is intended to be used solely for office use.

10. Electrical: The electrical current shall be used for ordinary lighting, powering personal computers and small appliances only unless written permission to do otherwise was first obtained from us at an agreed cost to you. If you require any special installation or wiring for electrical use, telephone equipment or otherwise, such wiring shall be done at your expense by the personnel designated by us.

11. Common Areas: You may not conduct business in the hallways or reception area without our prior written consent.

12. Shared Space: You shall not use the co-working shared space for meetings or free guests. Meeting rooms should be used to accommodate these needs.

13. Animals: You shall bring no animals into the Building other than service animals covered under the Americans with Disabilities Act (ADA). Service animals are defined as animals who have been trained to perform a specific job or task. If a service animal becomes disruptive and you do not take effective action to control it, we may request the animal to be removed from the premises.

14. Manufacturing and Storage: You shall not use The Carlton Center for manufacturing or storage of merchandise except as such storage may be incidental to general office purposes. You shall not occupy or permit any portion of The Carlton Center to be occupied or used for the manufacture, sale, gift or use of liquor, narcotics or tobacco in any form.

15. Locks: No additional locks or bolts of any kind shall be placed upon any of the doors or windows of The Carlton Center by you nor shall any changes be made to existing locks or the mechanisms thereof.

16. Soliciting: You may only solicit other customers for business or any other purpose through center approved channels (e.g. notice-boards, networking events…)

17. Customer’s Property: All property belonging to you or any of your employees, agents or invitees shall be at the risk of such person only and we shall not be liable for damages thereto or for theft or misappropriation thereof.

18. Smoking: Smoking of any type i.e. nicotine or electronic or any other form, is prohibited in all public areas, including conference rooms. No smoking shall be permitted at any time in any area of The Carlton Center (including open or closed offices).

19. Harassment: You and your officers, directors, employees, shareholders, partners, agents, representatives, contractors, customers, or invitees shall be prohibited from participating in any type of harassing, discriminatory or abusive behavior to our team members, other customers or invitees, verbal or physical in The Carlton Center for any reason. Any breach of this rule is a material breach of your agreement (not capable of remedy) and your agreement may be terminated immediately, and services will be suspended without further notice.

20. Health and Safety: In order to ensure all The Carlton Center users have a safe and secure working environment, you, your employees and visitors must comply with all health and safety requirements set out by us, by law and as are otherwise applicable to The Carlton Center.

Services and Obligations

21. Furnished Offices: You shall not affix anything to the windows, walls or any other part of the office or The Carlton Center or make alterations or additions to the office or The Carlton Center without our prior written consent.

22. Office Services: We are happy to discuss special arrangements for the use of the facilities outside The Carlton Center standard business opening hours or, the standard working days where The Carlton Center is located. There may be an additional charge for such special arrangements. This can be discussed at the time of arrangement.

23. Pay-As-You-Go Services: All of the pay-as-you-go services are subject to the availability of The Carlton Center staff at the time of any service request. We will do our best to handle a service request at the earliest opportunity and provide the additional service you require, but we will not be held responsible for any delay.

• If, in our opinion, we decide a request for any pay-as-you-go service is excessive; we reserve the right to charge an additional fee at our usual published rates based on the time taken to complete the service. This will be discussed and agreed between us and you at the time you make such request.

24. Service Availability: Services will be available during standard business opening hours. Internet access and phone lines are available after hours and weekends.

25. Meeting Room: Your use of the Meeting Room is subject to availability. It can only be booked online, through your account, on the day of use, on a first come, first serve basis. The Meeting Room must be returned to the state in which it was originally found following the meeting.

Cancellation of usage is at our discretion if any one customer’s use is deemed to be excessive.

Our Services Agreement

26. Our Services Agreement: We may transfer the benefit of your agreement and our obligations under it at any time. This clause reflects the fact you are taking a serviced office agreement and not a lease and we retain overall control of The Carlton Center. You have no real-property or commercial property interest of any kind in the building where The Carlton Center is located. Where your company merges with another or you need to allow an affiliate to use the services provided under the Services Agreement, you will explain the need for any change to us and we will give careful consideration in each case. We need to make sure we know and are satisfied with the identity of each occupant of The Carlton Center.

27. Data Protection: We request you provide, as and when requested by us, documentation and personnel information as we may reasonably require to enable the provision of the services. Such personal data will be used by us in accordance with the law.

You agree we may process, disclose or transfer (including outside the EEA-European Economic Area to other countries which are part of our international network from time to time) any personal data which we hold on or in relation to you provided in doing so we take such steps as we consider reasonable to ensure it is used only:

• To fulfill our obligations under your agreement;

• For work assessment and fraud prevention; or

• To make available information about new or beneficial products and services offered by us and other organizations which we consider may be of interest to you.

Please be aware countries outside the EEA – European Economic Area – may not have laws in force to protect your personal data. To the extent we (i) process personal data of the Client, and (ii) the General Data Protection Regulations (“GDPR”) apply to such processing, then Article 28 of the GDPR shall be deemed to be incorporated into the Agreement, and we shall charge a reasonable fee in the event you make a request in relation to the same.

28. Cross Default: You agree a default by you under this agreement is a default by you under all other agreements between us and you (“Other Agreements”) and a default under Other Agreements by you is a default under this agreement by you.

You agree the retainer held by us under this agreement secures the obligations of you under Other Agreements and is available for use by us to satisfy your unfulfilled obligations under those Other Agreements. In the event of any breach, the retainer held by The Carlton Center immediately becomes non-refundable.

29. Online Account: All Office and Meeting Room bookings, copies of your agreement, correspondence and downloadable statements of account are contained in your online account. These are accessible at your convenience to actively manage your account. All requests for agreement changes, terminations, and retainer/deposit return requests must be made through your online account for security and data protection purposes.

You can log into your online account simply by going to the website and clicking ‘Log in’ at the top of the screen.

30. Company Name Change: If there is a need to change the name of your company, requests must be made in writing and addressed to the Center Manager or made through your portal (after login to your account on our website). Please note these requests will be processed 60 days from the beginning of the next calendar month. Any invoices prior will be in the current company name and cannot be changed.

31. Subordination: This agreement is subordinate to our lease with our landlord and to any other agreements to which our lease with the landlord is subordinate.

32. Termination: We have the right to terminate the Agreement immediately if you are or become (i) identified on the Specially Designated Nationals and Blocked Persons List maintained by the U.S Department of the Treasury Office of Foreign Assets Control (“OFAC”) or on any similar list (collectively, the “List”), or (ii) a person, entity, or government with whom a citizen of the United States is prohibited from engaging in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States.

We reserve the right to immediately suspend services and/or terminate the agreement if we determine our facility or address is being used in connection with possible fraudulent activity or activity potentially in violation of laws or governmental regulations.


33. Standard Services: The standard fee and any fixed, recurring services requested by you are billed in advance and payable upon receipt of the invoice.

Where a daily rate applies, the charge for any such month will be 30 times the standard fee. For a period of less than a month the standard fee will be applied on a daily basis. All services will renew automatically at the prevailing market rate. If a recurring service needs to be cancelled, you simply need to request this from the center team or request a cancellation through your online account. However, please note any service already invoiced will remain payable (no credit will be raised).

34. Pay-as-you-go (one-off) Services: Fees for pay-as-you-go services, plus applicable taxes, in accordance with our published rates which may change from time to time, are billed in arrears and payable upon receipt of the invoice. For your convenience, the Service Price Guide, which may change from time to time, lists many commonly requested services and your costs. If you require a service not shown in the Service Price Guide, such as postage, shipping labels, courier or overnight delivery services, please ask a center team member for the cost as it may include a convenience and

administrative fee. Additional services are subject to the availability of our center staff to accommodate such requests at the time each such request is made.

35. Call Charges: Charges will not be applied for call transfers to your voicemail but will be applied when transferring a call to a nominated number. Call charges are based on local telecom rates and vary dependent on destination to local, national and international numbers.

36. Mainline Answering: The ‘main line answering’ service for any of the Office and Virtual Office products is not intended for main sales lines, large marketing campaigns, call centres and/or main customer support lines. We reserve the right to charge an additional fee of $1.00 per call, should your business exceed 80 calls in a month.

37. Notary Services: Some locations may have a team member with a notary certification. You may take advantage of the team member’s notary services provided

1) You negotiate the rate of service directly with the team member for the team member’s personal notary services,

2) the notary exchange is conducted outside of our business hours, and

3) You hereby release, waive, and indemnify us, our affiliates and employees from any and all claims, liability or actions associated with receiving notary services, whether caused by or contributed to by the negligence of us, our affiliates or employees, without limitation.

38. Office Restoration Service: A fee of $2.50 per square foot for each occupied office will be charged upon your departure or if you, at your option, chooses to relocate to different rooms within The Carlton Center. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear.

39. Annual Indexation: For all agreements with a term greater than 12 months the indexation applied (on the 13th month to the monthly office rate) of the All Items Retail Prices Index +2% will be substituted by CPI or 4%, whichever is greater.

40. Business Continuity Service: Business Continuity is a service provided for 3 months following your departure (agreement end date) from The Carlton Center, to cover the management of mail, fax, calls and visitors. Prices can be obtained upon request.


• We will provide a pre-recorded message on your existing phone confirming your new number.

• Should any visitors come to the center, our professional receptionist team will give them the new office address. Also provided is a one-page flyer with your new contact information to make it easy for visitors to find you.

• We will continue to collect mail and faxes to ensure correspondence is not missed. If you choose to have them forwarded to the new address, we will do so at the preferred customer rates and a credit card must be on file.

• If the Business Continuity package is not purchased:

− Phones will be disabled with no forwarding message.

− Mail will be returned to sender.

− No information will be given to your guests other than you no longer have space there

41. Late Payment and Penalty: All invoices are due upon receipt. Late fee dates will vary based on the type of service/invoice provided. If you do not pay fees when due, a service fee of $25 plus 5% penalty will be charged on all overdue balances under $1,000. For balances equal to or greater than $1,000 a fee of $50 plus 5% penalty will apply. If you dispute any part of an invoice, you must pay the amount not in dispute by the due date or be subject to such late fee and penalty.

•We also reserve the right to withhold services (including for the avoidance of doubt, denying you access to your accommodation) while there are any outstanding fees, penalties and interest or you are in breach of the Service Agreement which, for the avoidance of doubt, includes these House Rules.

42. Insufficient Funds: You will pay a fee of $50, or the maximum amount permitted by law, for any returned check or any other declined payment due to insufficient funds.

43. Retainer/Deposit: For security, we will only return retainers/deposits via bank transfer or ACH. To ensure we return the retainer/ deposit in a timely manner, we require you confirm the end of your agreement and request your retainer refund via your online account.

44. Retainer Maintenance Fee: Any retainer not claimed after 60 days will be charged a monthly $100 account maintenance fee.


45. Mail: You release us from any liability arising out of or incurred in connection with any mail or packages handled on your behalf.

46. Services: You are liable for all fees and any other amounts for which services are requested or rendered regardless of whether a payment made by any particular medium is declined or rejected in whole or in part. If requested by us, you will immediately pay by an alternate form of payment accepted by us.

Force Majeure

47. Force Majeure: We shall have no liability to you under this agreement if we are prevented from, or delayed in, performing our obligations under this agreement or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including (without limitation) strikes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, disease or quarantine restrictions compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or subcontractors. Our obligation to perform our obligations shall be suspended during the period required to remove such force majeure event. We shall notify you as soon as reasonably possible of the force majeure event and propose a suitable alternative accommodation (if any) .

IT and Technology Policy

48. Introduction: This Policy forms part of our Internet Connectivity Order and applies where you wish to use our Telecommunication and Internet connectivity services and equipment.

We are considered a Downstream Service Provider (DSP), which means we provide a customized connection to the Internet which is managed and protected via a firewall.

• Our Internet service provides you with an Internet connection supporting regular business activity such as web browsing, the ability to send and receive electronic communications, access to business applications and the like.

• Our internet service is based on a symmetrical leased line connection or similar technology shared with other individual Provider’s Customers within the same Provider’s office building.

• We can provide you with reserved bandwidth in various capacities, subject to availability. This provides an uncontended, symmetrical connection of the selected size. The service provides you with the following capability:

− The ability to deploy public IP addressing.

− The option to run server-based solutions requiring inbound connectivity (e.g. an FTP, web or mail server).

− The option to run “site to site” VPN connections.

− You are also able to deploy your own “firewall” to manage your own LAN and VPN connections should you wish to do so.

2. Our Internet and Telecommunications Policy

a. Content: You acknowledge we do not monitor the content of information transmitted through our

telecommunications lines or equipment, which includes, but is not limited to, Internet access, telephone, fax lines and data lines (“Telecommunications Lines”). You further acknowledge we are merely providing a conduit for your Internet transmissions, similar to a telephone company, and we accept no liability for the content of transmissions by you.

b. Restrictions: Our Internet service may be used only for lawful purposes and shall not be used in connection with any criminal or civil violations of state, federal, or international laws, regulations, or other government requirements.

Such violations include without limitation theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property; fraud; forgery; theft or misappropriation of funds, credit cards, or personal information; violation of export control laws or regulations; spam; libel or defamation; threats of physical harm or harassment; or any conduct constituting a criminal offense or gives rise to civil liability. You are responsible for maintaining the basic security and virus protection of your systems to prevent your use by others in a manner which violates the Service Agreement. You are responsible for taking corrective actions on vulnerable or exploited systems to prevent

continued abuse.

c. Our Internet Access – Per User Basis: We grant you access to our Internet service on a per user access basis. In the event of you increase the number of users by utilizing a proxy server or by other means, you agree to pay us a fee for each user who accesses the Internet, either directly or through a proxy server.

d. Unauthorized Access:

In no event may you increase your authorized access points to the Telecommunications/Data lines by means of wire splitting or any other method including wireless devices. In the

event of you breaching paragraph 48.c (Our Internet Access – Per User Basis), above, or this paragraph, we may disconnect all of your access to the Telecommunications/Data lines upon three (3) business days prior written notice to you. You shall pay all our fees for any unauthorized Telecommunications/Data Lines use upon invoice from us. We shall have no obligation to reconnect you to the Telecommunications/Data Lines until such fees have been paid in full and you have ceased to make unauthorized access.

e. Customer Installed Telecommunications Lines: It is part of our business model to provide Telecommunications Lines to its Customers. You may not bypass the use of our Telecommunications Lines by installing your own direct Telecommunications Lines. On a case by case basis, we may grant you authorization to install direct Telecommunications Lines upon written request by you. This permission will only be granted on agreement by you, to make a monthly payment of a direct access fee as set by us which will be equal to our monthly Internet fee, the Telecoms package fee, or both.

f. Security Violations: You are prohibited from engaging in any violations of system or network security. Our internet service may not be used in connection with attempts – whether or not successful – to violate the security of a network, service, or other system. Examples of prohibited activities include, without limitation, hacking, cracking into, monitoring, or using systems without authorization; scanning ports; conducting denial of service attacks; and distributing viruses or other harmful software. We reserve the right to suspend the Internet access upon notification from a recognized Internet authority or ISP regarding such abuse. We may disconnect your equipment and withhold services if we consider your hardware or software is, or has become, inappropriate for connection to our network. You are responsible for your own virus protection on your systems and hardware.

g. Our Internet: Services are only available at our locations and connection to our network is only permitted at those locations or via our provided services. You must not create any links between our network and any other network or any telecommunications service without our consent.

h. Revisions to this Policy: We may modify this Policy at any time, with or without notice.

i. Special Requirements: Where you are using your own wireless access points, you require written approval from us, prior to implementation. The use of your own wireless router will result in a service charge based upon the total number of users (the total number of contracted work stations being the minimum) in your designated office space.

  • It is to note the following ports are blocked through our firewall for outbound traffic: H323, Napster_8888, Nbdatagram, Nbname, RealPlayer-grp, TCP-135, TCP-139, TCP-1433, TCP-1434, UDP-1434.
  • Video conferencing services are not allowed on our’ Data Network without written approval from our IT Director. If approval is gained, then you will be required to take Reserved Bandwidth to support the solution.



l. DISCLAIMER OF INDIRECT DAMAGES FROM LOSS OF SERVICE: We do not provide any service level agreement to you in regard to provision or loss of service for your Internet services. We shall not be liable for any indirect damages, including lost profits, arising out or resulting from any loss of service or degradation of connectivity/access to the Internet with the Service Agreement, even if the other party has been advised of the possibility of such damages. The foregoing shall apply, to the fullest extent permitted by law, regardless of the negligence or other fault of either party.

m. DISCLAIMER OF INDIRECT DAMAGES: We shall not be liable for any indirect damages, including lost profits, arising out or resulting from the Service Agreement even if the other party has been advised of the possibility of such damages. The foregoing shall apply, to the fullest extent permitted by law, regardless of the negligence or other fault of either party.

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