Whereas the parties have entered into a Mixed Agreement for the assignment of the right to use space (including the lease of movable assets), the provision of services, and the assignment of rights, the following terms are agreed as general conditions:
The Provider’s service hours shall be Monday through Friday, from 09:00 to 19:00, and the Client shall have access to the facilities twenty-four (24) hours a day, seven (7) days a week. At the Paulista and Pinheiros units, the air-conditioning system shall operate twenty-four (24) hours a day, seven (7) days a week, and the Client shall be responsible for turning it off.
At the Faria Lima unit, the air-conditioning system shall operate from 09:00 to 19:00, except on weekends and holidays, when the air-conditioning system shall remain off throughout the day; however, the Client may contract such use separately if needed.
Due to the investment made by the Provider to build the custom work for the Client, according to the architectural project, descriptive memorial, layout, structural project, and technical specifications/description of the furniture, this agreement is configured as a built-to-suit agreement, pursuant to Article 54-A of the Brazilian Tenancy Law (Law No. 8,245/91), and the contractual term and lock-in period of this built-to-suit agreement shall follow different terms.
In this case, there shall be a twenty-four (24)-month lock-in period, and the Client may not terminate this agreement before the stipulated term, under penalty of being required to pay the amounts outstanding until the end of the term, due to the construction work and all investments made by the Provider.
Services and conveniences included in the monthly fee of the Rotating Desk plan:
- Use of the contracted rotating space and internet;
- Business address;
- Use of the exclusive Club Coworking app;
- Rent, condominium fees, property tax (IPTU), electricity, cleaning, maintenance, and furniture;
- Filtered coffee, water, and hot beverage machine.
Services and conveniences included in the monthly fee of the Private Office Room plan:
- Use of the contracted space and internet (fixed exclusive room);
- Business address;
- Mail management (email notification);
- Four (4) hours of meeting room use, non-cumulative and subject to availability;
- Use of the exclusive Club Coworking app;
- Electronic telephone answering service (recorded script);
- Rent, condominium fees, property tax (IPTU), electricity, cleaning, maintenance, and furniture;
- Filtered coffee, water, and hot beverage machine.
Rules, Internal Regulations, and Space Reservation
- The Client shall comply with all laws and regulations relevant to its business, as well as bear the civil, labor, and tax matters for which it is responsible. Each party to this Agreement shall be fully responsible for its respective tax and parafiscal charges arising from its activities, as well as for labor, social security, severance fund, and insurance obligations relating to its employees.
- The Client shall not do anything that compromises the use of the shared space and may not cause disturbance or damage to the Provider and its clients, under penalty of bearing the corresponding burden. The Client shall maintain a quiet, clean, productive, and pleasant work environment for everyone. Pets are not allowed in the space. It is prohibited to bring illegal, flammable, corrosive, or explosive materials into the space, as well as to carry out activities contrary to the law and good customs.
- The Client shall be responsible for securing the goods and valuables brought into the Coworking space, including obtaining insurance for such items, and the Provider shall not be liable for them. The Client is responsible for checking the voltage of the space’s outlets before connecting its equipment.
- The terms of this Agreement are confidential and privileged, do not grant exclusivity to either party, and the use of the Club Coworking brand is exclusive to the Provider.
- Smoking is not allowed in the common areas and facilities of Club Coworking, under penalty of the Client bearing the amount of any condominium fine.
- Compliance – The parties assume and agree that, for the provision of the services covered by this agreement, they shall not make, promise, offer, authorize, or accept any type of improper payment, to anyone whatsoever, including kickbacks or bribes to any public official, governmental employee, or any type of public body or entity. All parties shall comply with all applicable anti-corruption and anti-bribery laws and regulations, as well as privacy and personal data protection laws. The business relationships maintained between the parties shall be guided by ethics, morals, and good security and corporate governance practices.
- Certain personal data of the Client/Provider, their partners/shareholders, employees, or visitors, including photos and recordings for security purposes, shall be transferred to the other party solely for the performance and execution of this agreement and used exclusively to fulfill legal duty, contractual obligation, and legitimate interest. The parties also declare that they shall maintain the utmost confidentiality regarding all information received from the other party or collected under this Agreement. The Provider declares that it shall maintain the utmost confidentiality regarding all information received from the Client. The Provider has a clear and objective Privacy Policy, which may be accessed through the following link: https://clubcoworking.com.br/politica-de-privacidade-e-protecao-de-dados/. The parties undertake to fully comply with the applicable legislation on personal data protection, including Law No. 13,709/2018 (LGPD). Each party shall act according to its respective role in the processing of personal data and shall be exclusively responsible for the processing activities carried out under its management and control. The Provider undertakes to adopt appropriate technical and organizational measures to protect the personal data processed within the scope of this Agreement, as well as to notify the Client, within a reasonable period, of any security incident that may affect the personal data of the Client, its employees, representatives, or partners.
- The Client is required to keep its registration data updated at all times, including telephone numbers, address, email, etc. The Client authorizes the use of its data, limited to corporate name, CNPJ, tax address, names of partners/shareholders, documents of partners/shareholders, telephone numbers, emails, addresses of partners/shareholders, and dates of birth, exclusively for the purpose of performing the Agreement, in the tools used by the Provider that relate to the executed service agreement, such as applications, software, etc. The Provider declares that it shall not use the information, including personal data to which it has access during the course of this Agreement, such as in message or mail forwarding activities, for any purpose other than performance of the Agreement and/or sharing with third parties, without the Client’s prior and express consent. The Client shall be responsible for obtaining consent from its personnel regarding the processing of personal data carried out within the scope of this Agreement. The Provider undertakes to comply with the legal rules and regulations applicable to the processing of personal data while this Agreement remains in effect, and to retain personal data even after its termination, where applicable. The Client shall have access to the Client Portal made available by the Provider, and such access is personal and non-transferable. The Client shall keep its password confidential and secure at all times to prevent any unauthorized access to its personal information, being fully responsible for such access.
- The Client is prohibited from hiring or carrying out any transaction with employees who work or have worked for the Provider within a period of less than twelve (12) months from the date of termination of the Agreement, in which case the Client shall pay indemnification equal to six (6) times the amount paid upon execution of this Agreement.
- Annually, after twelve (12) months of the Agreement, the amounts shall be adjusted based on the accumulated index for the period by IGP-M/FGV (General Price Index) or IPCA (Broad National Consumer Price Index), and the index that best reflects the market at the time shall apply.
- The Client authorizes Club Coworking, free of charge, to include its company logo in its portfolio, especially in the “clients” section of its website, and also to display it in all media, including social media posts, client events, etc. In addition, the Client authorizes the use of its image in any Club Coworking communication channel, whether in Brazil or abroad, for promotional campaigns or internal use.
- The Client grants the Provider authority to receive, on its behalf, notices of violation, notifications, summons, judicial and extrajudicial service of process, and other documents from Public Authorities at the contracted address. Additionally, the Provider will receive exactly everything that arrives, and there is no option to refuse receipt of any document. The Provider shall have twenty-four (24) business hours to notify the Client of any mail received.
- Under the Private Room plan, an Initial Deposit shall be required and shall always be paid in advance as a guarantee for the Agreement. To guarantee the reservation for contracting the space, even before the start of the contractual term or the provision of services, the Provider shall require the Client to pay the Initial Deposit as earnest money and guarantee for such reservation. In the event of withdrawal by the Client, without prejudice to compliance with the other termination clauses, the amount given as guarantee shall not be refunded to the Client and shall serve as indemnification to the Provider for the loss of the opportunity to offer the space to third parties.
- If the provision of services effectively begins with delivery of the reserved space, the Initial Deposit given as earnest money and reservation guarantee shall be converted into a contractual guarantee and shall be refunded in case of contractual performance, as stated in the termination clause.
- The Client hereby acknowledges that there may be a delay in the delivery of the contracted space (hereinafter “Delivery Delay”) for a period not exceeding sixty (60) calendar days from the date originally scheduled for delivery. In such event, the Provider shall guarantee the Client provisional allocation to a space. A Delivery Delay within the limits set forth above may not be used as grounds for termination of the Agreement with refund of the reservation fee, which shall remain due. If the Client is allocated to a provisional location, the contractually agreed monthly fees shall become due normally. If the parties negotiate the use of a smaller or larger space than the one contractually contracted, the monthly fees shall be charged according to the workstations effectively used during such provisional period.
- The Provider may replace any market index if the IGP-M or IPCA cease to exist and may change the amounts of its extra services without the Client’s consent.
Assignment of Use of the Space, Responsibilities, and Payment of the Monthly Fee
- The Provider may, at any time, carry out the necessary repairs to the spaces offered in order to ensure the quality of its service.
- Upon execution of the Private Office Room plan agreement, the Client shall sign the checklist acknowledging receipt of the furniture and the condition of the room, and shall return it at the end of the Agreement under the same conditions and in the same state in which it was received, settling the exit fee, including sanitization, painting, deactivation, etc., according to the price list in effect at the time. For all types of agreements, the Client shall pay an office setup amount per person for badge issuance, configuration of the door app, configuration and installation of internet and telephone, layout changes, etc.
- If the Client needs to place equipment in its room, such as a printer, microwave, mini-fridge, etc., the Client shall be charged an additional monthly amount for extra equipment, according to the Provider’s current price list.
- If the Client causes damage to the Provider’s furniture, objects, equipment, or space, the Client shall bear the corresponding costs, whether based on invoice value or market value, in addition to lost profits. Any type of accident involving the Client and/or its guests shall not be the Provider’s responsibility.
- If legal action by the Provider becomes necessary due to the Client’s fault, the Client shall be responsible for court costs and attorney’s fees.
- The Client must register facial biometrics and/or biometric lock access on the day it begins using the Provider’s unit. The Client may register all of its partners/shareholders and employees for purposes of access to the Provider’s premises and to the contracted private room, at no additional cost for such registration. The expanded registration is intended to allow rotation of use of the space among the members of the Client, but does not authorize simultaneous use of the space by a number of persons greater than the number of workstations effectively contracted. If simultaneous use of the space by a number of persons greater than the contracted workstations is verified, the daily fee corresponding to the use of a workstation in the open space (coworking) shall be charged for each additional person, according to the amounts set forth in the Provider’s current price list.
- The Provider shall not be liable for mechanical failures, strikes, delays, or issues caused by the telephone carrier or internet providers, although it will assist in resolving such matters as soon as possible. The Provider shall not be liable for any issue involving loss, delay, or tampering with mail caused by the Postal Service, building reception, and/or outsourced delivery services, if the plan includes the assignment of rights to use the address. The Provider shall not be liable for loss of business, loss of profits, or loss or damage of data, and the provision of services is limited exclusively to making the space available for the Client to network and carry out its activities. If any fortuitous event, force majeure, or urgent event occurs that requires allocating the Client to another space, the Provider shall do so, arranging repair of the damaged space as soon as possible, without exempting the Client from the obligation to continue paying the monthly fees under the same terms applicable to the space to be repaired. The Provider is a coworking and shared-spaces company and promotes networking events, happy hours, events, and training sessions, and the Client declares that it is aware of such Provider activities and does not object to their occurrence. The Client acknowledges and accepts that noise, conversations, movement of users, visitors, and service providers may occur, and such situations shall not constitute a defect in the provision of services or grounds for contractual termination, reduction of amounts, or any type of indemnification.
- The Client may not conduct businesses that compete with the Provider’s line of business.
- Any communication under this Agreement shall be made in writing.
- For all plans, the Provider makes available the address described in the Service Agreement for exclusive use by the Client as a “business reference” (address to be used on business cards, brochures, and website) for a single company. The Client may also, at any time, add the Tax Address plan to the Private Office Room plan, in which case it shall enter into an additional service agreement with the Provider, and the Provider shall allow tax use of the address provided outside the contracted room, meaning the registration, transfer, or opening of a single Client company before Public Authorities, and the Provider shall provide the address to be used outside the room. The monitoring and collection of summons, subpoenas, notices, demands, as well as any other communication from the Judiciary or the Public Administration, whether direct or indirect, shall be the sole responsibility of the Client, through public electronic services or by hiring specialized companies or entities. Only when the Client company engages in commercial activity or has state registration may it use the address of the leased exclusive room for tax purposes, with the Provider’s consent. It is important to note that, if the Provider detects the activation of the Client company’s state registration at the Provider’s address in an irregular manner, the Provider shall contact the Client to migrate plans or cancel such registration, and the Client shall bear the amounts corresponding to the use of such state registration. The Client may also choose to add bilingual Personalized Telephone Answering to any plan selected, in which case it shall enter into an additional service agreement with the Provider.
- The monthly fee for the use of the contracted space shall always be paid in advance and shall be due on the twentieth (20th) day of each month. Upon contracting, a pro rata amount referring to the days of use shall also be charged, and the plan shall be prepaid.
- In case of payment delay, a fine of two percent (2%) and late-payment interest of zero point zero three three percent (0.033%) per day shall apply.
- The services made available shall be suspended after seventeen (17) days of default due to non-payment, without the need for prior notice, and the services shall only resume after full payment of the overdue amounts.
- The Client hereby acknowledges and accepts as due the amounts relating to the assignment of use of space by the Provider, and authorizes the forwarding of the respective bank payment slips to credit protection agencies and for protest registration by indication in the event of default. The Provider further declares that it may hire collection partners to represent its credit. In the event of default, for agreements entered into by legal entities, the Client’s partners/shareholders who signed the agreement shall be jointly and severally liable for all financial obligations set forth between the parties, hereby authorizing that, in the event of any default by the Client, the signing partners/shareholders may also be charged and/or have their names submitted to credit restriction agencies due to the Client company’s debt.
Provision of Services
- The extra services requested and provided, according to the Provider’s variable services price list, shall be paid separately and included in the monthly invoice for the assignment of use of the space, and the Client shall be fully responsible for its requests. All additional service fees may be changed by the Provider according to market value.
- For the Private Office Room plan, the Provider shall make available a telephone answering service performed by an electronic system with a greeting recording, which may also use WhatsApp Business. If the Client wishes to change the answering recording, it shall pay separately for such programming, according to the Provider’s current price list, and such programming shall occur within up to three (3) business days. This plan includes three (3) dialing options (routing options). It is worth noting that the Client may only use WhatsApp Business if it has a telephone answering plan with the Provider, which grants the right to use the application for one telephone number and one device. If the Client needs additional numbers for WhatsApp Business, it must contract a new Telephone Answering plan.
- The parties agree that, if the number of calls received on behalf of the Client exceeds four hundred (400) calls per month, the Client shall be charged BRL 1.00 for each excess call, and the corresponding amounts shall be included in the services account.
- In the event the “Telephone Carrier” later identifies and bills new telephone calls related to periods already billed by the Provider, the Client authorizes the billing of such calls in subsequent periods, subject to the statutory limitation periods provided by law and provided that the Provider delivers the expense statement.
- If the Client requests call forwarding for nighttime periods, weekends, and holidays, it must request activation of this service at least twenty-four (24) business hours in advance.
- For billing call transfers or calls made by the Provider to the Client for message delivery, a unique and exclusive access code of the Client shall be used, and the Provider shall transfer calls directly to the Client’s telephone number, whether within the country or abroad. The parties agree that expenses relating to call charges or calls made by the Provider to deliver messages to the Client shall be included in the services account in the Client’s name.
- The telephone system uses a Call Rating System that applies the tariff policy and mechanics in effect in the country, plus a ten percent (10%) administrative fee.
- Occasional-use reservations shall depend on availability and prior scheduling. Any cancellation or change to the temporary-use request must be made in writing at least one (1) business day before the start of the reservation, for meeting rooms and daily use of the shared or private space, and five (5) business days before the start of the reservation, for auditorium reservations, under penalty of full payment of the amounts stated in the reservation confirmation. For reservations made with less than one (1) business day’s notice, this same clause shall apply in full, and the total reservation amount shall be charged.
- If the Client exceeds the period previously established in the reservation confirmation, the Provider shall charge, subject to availability and after a fifteen (15)-minute grace period, the additional use amount according to the Provider’s current price list.
- The Provider shall not be responsible for personal objects of the client that may be left in the room during the period of use. The Client shall exercise the utmost care with its personal objects and those of its guests and clients, such as notebooks, tablets, cell phones, projectors, pens, folders, among others. In addition, the Client shall preserve and properly use the Provider’s assets during the occasional reservation, and shall bear the invoice amount of the asset if it damages it.
- Payment for extra services, charged separately, shall be due on the twentieth (20th) day of each month.
- In case of payment delay, a fine of two percent (2%) and late-payment interest of zero point zero three three percent (0.033%) per day shall apply.
- The services made available shall be suspended after seventeen (17) days of default due to non-payment, without need for prior notice, and the services shall only resume after full payment of the overdue amounts.
- The Client hereby acknowledges and accepts as due the amounts relating to the services provided by the Provider, and authorizes the forwarding of the respective bank payment slips to credit protection agencies by indication in the event of default. The Provider further declares that it may hire collection partners to represent its credit. In the event of default, for agreements entered into by legal entities, the Client’s partners/shareholders who signed the agreement shall be jointly and severally liable for all financial obligations set forth between the parties, hereby authorizing that, in the event of any default by the Client, the signing partners/shareholders may also be charged and/or have their names submitted to credit restriction agencies due to the Client company’s debt.
Term and Termination
- The contractual term shall be automatically and successively renewed in the absence of objection by the parties, until terminated. Prior notice shall be required regardless of how long the agreement has been in effect: thirty (30) days for agreements of up to three (3) months, and ninety (90) days for agreements longer than three (3) months.
- The agreement may be cancelled provided that the Client is up to date with its payments, and the Client shall only be exempt from payment of the monthly fees due after formalizing the cancellation request and presenting proof of deregistration or transfer of the company before Public Authorities (Registry Office or Board of Trade, Federal Revenue, State Tax Office, and Municipal City Hall), websites, and professional bodies (OAB, CRM, etc.), evidencing removal of the company from the Provider’s address before all Public Authorities, if the address has been used for tax purposes. If the removal of the aforementioned address is not proven, the Client shall remain obligated to pay the monthly fee until the address is effectively changed or deregistered.
- The refund of the original amount of the Initial Deposit, if any, shall occur within thirty (30) days after the cancellation becomes effective, provided that the Client is current with its payments. The Initial Deposit shall be refunded to a domestic bank account held by the Client. The amount to be refunded, whether in whole or in part, shall not be subject to any adjustment.
- Upon termination of the service agreement, the Client shall cease using the exclusive telephone line granted and, consequently, the WhatsApp Business number.
- Upon termination of the Private Office Room plan, an exit fee shall be charged (carpet, windows and blinds cleaning, painting, and disconnection of telephone and internet points). If the space becomes inactive, for any type of plan under this instrument, due to damage or defects caused by the Client, the Client shall be responsible, in addition to reimbursing the damage at invoice value or market value, for lost profits, which shall be calculated based on the number of days the space remained inactive.
IT Policy
- USE OF THE LOCAL NETWORK: The Client shall have access points available to the wired local network (RJ-45), segmented by VLAN (Virtual LAN), for use, which may or may not be exclusive (exclusive VLAN), and the installation of repeater equipment such as hubs, bridges, access points (Wi-Fi), etc., is prohibited.
- USE OF THE WIRELESS NETWORK (WI-FI): The Client shall have access points available to the shared wireless local network WI-FI to serve all clients of the unit, and Hotspot authentication may be required each time it connects. As WI-FI is shared, connection privacy is not guaranteed, and the Client must take the necessary precautions to ensure the privacy and integrity of its connected device.
- USE OF THE INTERNET: The internet access offered to the Client is shared and dimensioned to provide working conditions and good browsing and use of services available through the Internet. No content control is applied to internet access, and it is the Client’s full responsibility to ensure that it is used lawfully and only for appropriate websites. It is also recommended that the Client’s workstations have firewall mechanisms and/or other protections that ensure their integrity, and such resources are the Client’s full responsibility. Although no content control is applied to internet access by the Client, bandwidth usage is controlled to ensure that all clients have good browsing speed on the shared link. In special cases where the traffic generated by the Client cannot be subject to latency or requires specific configurations (VOIP, VPN, VC, etc.), dedicated internet access with public IPs may be required, which will be subject to a specific project and quote developed by the Provider’s network team, according to the Client’s demand and needs. Any change in the Client’s internet usage profile or activity not foreseen at the time of contracting must be promptly reported to the Provider. The Provider shall not be responsible for any problem caused by the use of specific access without its knowledge.
- USE OF MULTIFUNCTION DEVICES (PRINTER, SCANNER AND/OR COPIER): The Client shall have shared multifunction devices available for printing, scanning, and/or copying documents. The installation of this type of equipment on the wired network or WI-FI by the Client itself is prohibited, except in cases where there is a specific agreement for the use of such equipment in exclusive rooms. The Client authorizes the Provider to print/scan its documents within security parameters in accordance with the LGPD.
- USE AND HOSTING OF EQUIPMENT: Shared environments were designed for connecting portable equipment, typically notebooks and tablets, during the presence of the Client’s user in the units, and such equipment may not remain without a responsible user present or overnight. In specific cases, the use of non-portable equipment (desktops) in shared areas may be authorized; however, the Client shall be responsible for removing them at the end of the workday. In exclusive rooms, the Client has the right to use non-portable equipment permanently connected to the network, but must ensure that access doors are properly locked when no Client users are present.
- USE OF MOBILE PHONES AND TABLETS: The Client may use the shared wireless local network WI-FI to connect mobile devices, such as smartphones or tablets, for internet access and use of the Provider’s mobile application for reservations, printing, check-in, check-out, etc.; Hotspot authentication may be required at each connection. As WI-FI is shared, the Client must use it with discretion so as not to saturate resources and must take the necessary precautions to ensure the privacy and integrity of its connected device.
- ACCESS CONTROL: The Client must safeguard its access identifier for doors, turnstiles, and gates, keeping it under its custody, and must not access restricted areas without authorization or grant access to other persons. Credentials and passwords for access to systems, websites, and applications are personal and non-transferable for the contacts provided by the Client.
- RESTRICTIONS: The Client assumes full responsibility for all its access to and use of any item mentioned above, including all data to which it may have access, holding the Provider harmless from any civil or criminal liability, whether national or international. The Client must use the tools provided for lawful purposes and maintain basic security, including antivirus, personal firewall, antispam, etc., to prevent improper use and avoid violating this instrument. The Client acknowledges that the Provider does not monitor the content of information transmitted through telecommunications lines or equipment and does not accept any liability for the content of the Client’s transmissions.
Jurisdiction: The parties elect the Court of the District of São Paulo, State of São Paulo, to resolve any disputes arising from this instrument.
And being duly agreed and contracted, the parties sign this Agreement in the presence of two (2) witnesses.
The parties expressly agree that this Agreement may be executed electronically and/or digitally, including through electronic signature platforms, recognizing the legal validity, authenticity, integrity, and effectiveness of such signatures under applicable law. The electronic signature shall have the same legal effect as a handwritten signature for all legal purposes.