Considering that the parties have entered into a Mixed Agreement for the temporary use of 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 9:00 a.m. to 7:00 p.m., and the Client shall have access to the premises 24 (twenty-four) hours a day, 7 (seven) days a week. At the Paulista and Pinheiros units, the air conditioning shall operate 24 (twenty-four) hours a day, 7 (seven) days a week, and it shall be the Client’s responsibility to turn it off.
At the Faria Lima unit, air conditioning shall operate from 9:00 a.m. to 7:00 p.m., except on weekends and holidays, on which days the air conditioning will remain off for the entire day; however, the Client may separately contract such use if needed.
Services and amenities included in the monthly fee for the Hot Desk Plan:
- Use of the contracted rotating workstation and internet access;
- Business address;
- Use of the exclusive Club Coworking app;
- Rent, condominium fees, IPTU (property tax), electricity, cleaning, maintenance, and furniture;
- Drip coffee, water, and hot beverage machine.
Services and amenities included in the monthly fee for the Private Office Plan:
- Use of the contracted space and internet access (fixed exclusive private room);
- Business address;
- Mail and package management (email notice);
- 4 (four) hours of meeting room use, non-cumulative and subject to availability;
- Use of the exclusive Club Coworking app;
- Electronic phone answering service (recorded greeting script);
- Rent, condominium fees, IPTU (property tax), electricity, cleaning, maintenance, and furniture;
- Drip 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 and shall bear the civil, labor, and tax matters within its responsibility. Each party shall be solely responsible for its respective tax and parafiscal charges arising from its activities, as well as for labor, social security, severance fund, and insurance obligations related to its employees.
- The Client shall not do anything that compromises the use of the shared space, nor cause nuisance or loss to the Provider and its clients, under penalty of bearing the corresponding costs. The Client shall keep the working environment quiet, clean, productive, and pleasant for everyone. Pets are not allowed. It is forbidden to bring illegal, flammable, corrosive, or explosive materials into the premises, as well as to perform activities contrary to the law and good morals.
- The Client shall be responsible for safeguarding and insuring the goods and valuables brought into the coworking space, and the Provider shall not be liable for such items. It is the Client’s responsibility to check the voltage of the outlets before connecting its equipment.
- The terms of this Agreement are confidential and do not grant exclusivity to either party. The use of the Club Coworking brand is exclusive to the Provider.
- Smoking is not permitted in common areas or within the Club Coworking premises, under penalty of the Client bearing any applicable condominium fines.
- Compliance. The parties undertake and agree that, in connection with the services under this Agreement, they shall not make, promise, offer, authorize, or accept any improper payment (to anyone), including bribes or kickbacks to any public official, government employee, or any public body or entity. The parties shall comply with all applicable anti-corruption, anti-bribery, privacy, and personal data protection laws and regulations. The commercial relationship between the parties shall be guided by ethics, integrity, and good corporate governance practices.
- Some personal data of the Client/Provider, their partners, employees, or visitors (including photos and recordings for security purposes) may be shared with the other party solely for the performance and execution of this Agreement and used exclusively to fulfill legal duties, contractual obligations, and legitimate interests. The parties also declare that they shall maintain the strictest confidentiality regarding all information received from the other party or collected under this Agreement. The Provider declares it will maintain strict confidentiality regarding all information received from the Client. The Provider’s Privacy Policy can be accessed at:
https://clubcoworking.com.br/politica-de-privacidade-e-protecao-de-dados/
- The Client must keep its registration data up to date (telephone numbers, address, email, etc.). The Client authorizes the use of its data (limited to corporate name, CNPJ, tax address, names and documents of partners, telephone numbers, emails, partners’ addresses, and dates of birth) solely for the purpose of performing this Agreement, in the tools used by the Provider that relate to the contracted services (apps, systems, etc.). The Provider declares it will not use such information, including personal data accessed in the course of this Agreement (e.g., message handling or mail administration), for any purpose other than performing the Agreement and/or sharing it with third parties without the Client’s prior and express consent. The Client shall obtain any required consent from its personnel regarding the processing of personal data carried out under this Agreement. The Provider undertakes to comply with applicable legal and regulatory rules on personal data processing during the term of this Agreement and to retain personal data after termination where applicable. The Client shall have access to the Customer Portal made available by the Provider; such access is personal and non-transferable, and the Client must keep its password confidential and secure to prevent unauthorized access to its personal information, under its sole responsibility.
- The Client is prohibited from hiring or entering into any transaction with employees who work or have worked for the Provider within 12 (twelve) months from the end date of this Agreement; in case of breach, the Client shall pay compensation equivalent to 6 (six) times the amount paid upon execution of this Agreement.
- Annually, after 12 (twelve) months of contract, the amounts shall be adjusted based on the accumulated index for the period under IGP-M/FGV (General Market Price Index) or IPCA (Broad Consumer Price Index), applying the index that best reflects market conditions at the time.
- The Client authorizes, free of charge, Club Coworking to include the Client’s corporate logo in its portfolio, especially in the “clients” section on its website, and also to publicize it through all means of disclosure, including social media posts and events held by the Client. Additionally, the Client authorizes the use of its image in any Club Coworking promotional or internal materials, in Brazil or abroad.
- The Client grants the Provider authority to receive, on its behalf, infraction notices, notifications, citations, and judicial and extrajudicial summons and any other documents from Public Authorities at the contracted address. Additionally, the Provider will receive everything that arrives, and there is no option to refuse receipt of any document. The Provider shall have 24 (twenty-four) business hours to notify the Client of any correspondence received.
- To secure the reservation of the contracted space—even before the start of the contractual term or the actual service provision—the Provider may require the Client to pay the Initial Deposit as earnest money and as a reservation guarantee. In the event of withdrawal by the Client, without prejudice to the other termination provisions, the amount paid as a guarantee shall not be refunded and shall serve as compensation to the Provider for the loss of the opportunity to offer the space to third parties.
- If service provision 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 if the Agreement is duly performed, as provided in the termination clause.
- The Client acknowledges that there may be a delay in delivering the contracted space (the “Delivery Delay”) of up to 60 (sixty) consecutive days from the originally scheduled delivery date. In such case, the Provider shall ensure provisional allocation of space to the Client. A Delivery Delay within the above limits shall not constitute grounds for termination with refund of the reservation fee, which shall remain due. In the event of provisional allocation, the monthly fees shall remain payable as contractually set. If the parties agree on the use of a smaller or larger space than originally contracted, monthly fees shall be charged according to the workstations effectively used during the provisional period.
- The Provider may replace a market index if IGP-M or IPCA ceases to exist, and may adjust the prices of its additional services, without the Client’s consent.
Assignment of Use of Space, responsibilities, and monthly payment
- The Provider may, at any time, carry out any repairs necessary to the offered spaces to ensure service quality.
- Upon execution of the Private Office Plan, the Client shall sign the checklist confirming receipt of furniture and the room’s condition, and shall return the room at the end of the Agreement in the same condition and state in which it was received, settling the exit fee (cleaning, painting, deactivation, etc.) according to the price list in force at the time. For all contract types, the Client shall pay an office setup fee per person, for configuring door access via the app, internet and telephone setup/installation, layout changes, etc.
- If the Client needs to place equipment in its room such as a printer, microwave, minibar, etc., an additional monthly fee per extra equipment item shall be charged, according to the Provider’s current price list.
- If the Client causes damage to furniture, objects, equipment, or the Provider’s premises, the Client shall bear the respective costs (invoice value or market value), in addition to lost profits. Any accident involving the Client and/or its guests shall not be the Provider’s responsibility.
- If judicial measures become necessary due to the Client’s fault, the Client shall be responsible for court costs and attorneys’ fees.
- The Client is required to register facial biometrics and/or a biometric lock on the day it starts at the Provider’s unit. The Client may include all its partners and employees in its registration for purposes of access to the Provider’s premises and the contracted private office, at no additional cost for such registration. The expanded registration is intended to enable alternating (rotating) use of the space among the Client’s members and does not authorize simultaneous use exceeding the number of workstations effectively contracted. If simultaneous use by a number of people greater than the number of contracted workstations is verified, the daily rate corresponding to the use of a workstation in the open space (coworking) shall be charged for each additional person, according to the Provider’s price list in force.
- The Provider shall not be liable for mechanical failures, strikes, delays, and issues caused by telephone operators or internet providers, although it will assist in resolving matters as quickly as possible. The Provider shall not be liable for loss, delays, or tampering with correspondence caused by the postal service, building reception, and/or third-party delivery services, when the Client’s plan includes assignment of address-use rights. The Provider shall not be liable for business losses, loss of profits, loss or damage to data, as the services consist exclusively of making space available so the Client can network and carry out its activities. In the event of force majeure, fortuitous event, or urgency requiring relocation of the Client to another space, the Provider shall do so and arrange for repairs to the affected space as soon as possible, without relieving the Client of its obligation to continue paying monthly fees under the same terms for the space being repaired.
- The Client may not conduct business that competes with the Provider’s line of supply.
- Any communication regarding this Agreement must be made in writing.
- For all plans, the Provider makes the address specified in the Service Agreement available exclusively for the Client’s use as a “business reference address” (to be used on business cards, brochures, and websites) for a single company. The Client may also, at any time, add a Tax Address Plan to the Private Office Plan by entering into an additional agreement with the Provider, in which the Provider allows the tax use of the address provided outside the contracted room, i.e., the registration, transfer, or incorporation of a single Client company before Public Authorities, using the address provided by the Provider for use outside the room. The monitoring and retrieval of citations, summons, notifications, and any other communications from the Judiciary or Public Administration, direct or indirect, are the Client’s exclusive responsibility (via public electronic systems or specialized third parties). Only when the Client company has commercial activity or a state registration may it use the address of the leased exclusive room for tax purposes, subject to the Provider’s consent. Additionally, the Client must comply with the Termination Clause regarding tax use of the address. If the Provider detects that the Client has activated a state registration at the Provider’s address irregularly, the Provider will require the Client to migrate plans or cancel such registration, and the Client must pay the corresponding amounts related to such state registration use. The Client may also choose to add Trilingual Personalized Telephone Answering as an add-on to any plan, in which case it must sign an additional agreement with the Provider.
- The monthly fee for use of the contracted space shall be due on the 20th (twentieth) day of each month. Upon contracting, a pro rata amount will be charged for the days of use, and the plan shall be prepaid.
- A 2% late fee and default interest of 0.033% per day shall apply in the event of late payment.
- Services will be suspended after 17 (seventeen) days of non-payment, without prior notice, and will be resumed only after full payment of the overdue amounts.
- The Client acknowledges and accepts as due the amounts for the assignment of use of space by the Provider and authorizes the forwarding of the related invoices to credit protection agencies and to protest-by-referral mechanisms in the event of default. The Provider may retain collection partners to represent its credit. In the event of default under agreements entered into by legal entities, the Client’s partners who sign the agreement shall be jointly and severally liable for all financial obligations herein, and hereby authorize that, in case of default, they may also be charged and/or have their names reported to credit restriction agencies due to the Client’s debt.
Service provision
- Additional 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 space, and the Client shall be 100% responsible for its requests. All additional service fees may be adjusted by the Provider according to market prices.
- For the Private Office Plan, the Provider shall provide an electronic phone answering service with a recorded greeting, and may also enable WhatsApp Business. If the Client wishes to change the recorded greeting, it shall pay a separate programming fee according to the Provider’s price list in force, and such programming shall be implemented within up to 3 (three) business days. This plan includes 3 (three) dialing options (routing). The Client may only use WhatsApp Business if it has an active telephone answering plan with the Provider, which entitles it to use the app for one phone number and one device. If the Client requires additional numbers for WhatsApp Business, it must contract an additional Telephone Answering Plan.
- If calls received in the Client’s name exceed 400 (four hundred) calls per month, the Client will be charged BRL 1.00 (one real) for each additional call, and such amounts will be included in the services account.
- In case the telephone operator later bills new calls related to periods already invoiced by the Provider, the Client authorizes the Provider to charge such calls in subsequent periods, subject to legal limitation periods and upon delivery of the expense statement by the Provider.
- If the Client requests call forwarding for nighttime periods, weekends, and holidays, it must request activation with a minimum notice of 24 (twenty-four) business hours.
- For billing call transfers or calls placed by the Provider to the Client to convey messages, an access code unique and exclusive to the Client shall be used. Calls will be transferred to the Client’s phone number (anywhere in Brazil or abroad), and the parties agree that charges related to call tariffs or calls placed by the Provider to convey messages shall be included in the services account in the Client’s name.
- The telephone system uses a billing engine that applies the tariff policies and mechanics in force in Brazil, plus an administrative fee of 10% (ten percent).
- Occasional use reservations depend on availability and prior scheduling. Any cancellation or change must be made in writing with at least 1 (one) business day’s notice before the reservation start time for meeting rooms and day-passes for shared or private space, and 5 (five) business days’ notice for auditorium reservations, under penalty of full charge of the reservation values. Reservations made with less than 1 (one) business day’s notice are subject to the same rule, with full charge.
- If the Client exceeds the period set forth in the reservation confirmation, the Provider will charge, subject to availability and after a 15-minute tolerance, an additional usage fee according to the Provider’s price list in force.
- The Provider is not responsible for personal belongings left in the room during use. The Client must take full care of its personal items and those of its guests/clients (notebooks, tablets, cell phones, projectors, pens, folders, etc.). Additionally, the Client must take care and properly use the Provider’s assets during occasional reservations and shall bear the invoice value of the asset if it causes damage.
- Payment for additional services billed separately shall be due on the 20th (twentieth) day of each month.
- A 2% late fee and default interest of 0.033% per day shall apply in the event of late payment.
- Services will be suspended after 17 (seventeen) days of non-payment, without prior notice, and will be resumed only after full payment of the overdue amounts.
- The Client acknowledges and accepts as due the amounts for services rendered by the Provider and authorizes the forwarding of invoices to credit protection agencies by referral in the event of default. The Provider may retain collection partners to represent its credit. In the event of default under agreements entered into by legal entities, the Client’s partners who sign the agreement shall be jointly and severally liable for all financial obligations herein, and hereby authorize that, in case of default, they may also be charged and/or have their names reported to credit restriction agencies due to the Client’s debt.
Term and termination
- The contractual term shall be automatically and successively renewed in the parties’ silence until terminated. Written prior notice is required, regardless of how long the Agreement has been in force: 30 (thirty) days for contracts of up to 3 (three) months, and 90 (ninety) days for contracts longer than 3 (three) months.
- The Agreement may be cancelled provided the Client is current on its payments. The Client shall only be exempt from paying monthly fees after submitting a formal cancellation request and presenting proof of termination or transfer of the company’s address with the competent public bodies (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 in all public bodies, where the address was used for tax purposes. If such removal is not evidenced, the Client shall remain obliged to pay the monthly fee until the address is effectively changed or deregistered.
- Refund of the original Initial Deposit amount, if applicable, shall occur within 30 (thirty) days after the cancellation becomes effective, provided the Client is current on its payments. The refund shall be made to a domestic bank account held by the Client. The refunded amount (in whole or in part) shall not be subject to any monetary adjustment.
- Upon termination of the service agreement, the Client will cease using the exclusive telephone line granted and, consequently, the WhatsApp Business number.
- Upon termination of the Private Office Plan, an exit fee will be charged (carpet cleaning, windows and blinds cleaning, painting, and disconnection of telephone and internet points). If the space becomes inactive (under any plan in this instrument) due to damage or wear caused by the Client, the Client shall be responsible not only for reimbursement of the damage (invoice value or market value), but also for lost profits, calculated based on the number of days the space remains inactive.
IT Policy
- LOCAL NETWORK USE: The Client shall have access points to the wired local network (RJ-45) segmented by VLAN (Virtual LAN), which may or may not be exclusive (exclusive VLAN). Installation of repeater devices such as hub, bridge, access point (Wi-Fi), etc., is prohibited.
- WIRELESS NETWORK USE (WI-FI): The Client shall have access to a shared wireless Wi-Fi local network serving all clients at the unit, and hotspot authentication may be required each time it connects. As a shared Wi-Fi network, connection privacy is not guaranteed, and the Client must take the necessary precautions to ensure the privacy and integrity of its connected device.
- INTERNET USE: The internet access provided to the Client is shared and sized to offer suitable working conditions and good browsing. No content filtering is applied, and it is entirely the Client’s responsibility to ensure lawful and appropriate use. The Client is advised to use firewall mechanisms and other protections on its devices. Although no content filtering is applied, bandwidth usage is managed to ensure good speed for all clients on the shared link. In special cases in which the Client’s traffic cannot tolerate latency or requires specific configurations (VOIP, VPN, VC, etc.), a dedicated internet connection with public IPs may be required, subject to a specific network project and budget. Any change in the Client’s internet usage profile or any activity not foreseen at the time of contracting must be promptly informed to the Provider. The Provider shall not be liable for any issues arising from specific access used without its knowledge.
- MULTIFUNCTION DEVICES (PRINTER/SCANNER/COPIER): Shared multifunction devices are available for printing, scanning, and/or copying documents. The Client is prohibited from installing such equipment on the wired or Wi-Fi network, except where there is a specific agreement for use of such equipment in exclusive rooms. The Client authorizes the Provider to print/scan its documents within LGPD security parameters.
- EQUIPMENT USE AND STORAGE: Shared environments are designed for connecting portable equipment (typically notebooks and tablets) during the user’s stay, and leaving such equipment without a responsible user present or overnight is prohibited. In specific cases, use of non-portable equipment (desktops) in shared areas may be authorized, but the Client must remove them at the end of the workday. In exclusive rooms, the Client may keep non-portable equipment permanently connected to the network, but must ensure access doors are properly locked when no Client users are present.
- PHONES AND TABLETS: The Client may use the shared Wi-Fi local network to connect phones (smartphones) or tablets to access the internet and the Provider’s mobile app (reservation, printing, check-in, check-out, etc.), and hotspot authentication may be required each time it connects. As shared Wi-Fi, the Client must use it responsibly so as not to saturate resources and must take precautions to ensure privacy and integrity of its connected device.
- ACCESS CONTROL: The Client must safeguard its access identifiers for doors, turnstiles, and gates, must not access restricted areas without authorization, and must not grant access to others. Credentials and passwords for systems, websites, and apps are personal and non-transferable for the contacts provided by the Client.
- RESTRICTIONS: The Client assumes full responsibility for all access and use of the items above, including all data it may access, and releases the Provider from any civil or criminal liability in any jurisdiction. The Client must use the provided tools for lawful purposes and maintain basic security (antivirus, personal firewall, antispam, etc.) to prevent misuse and avoid breach of this Agreement. The Client acknowledges that the Provider does not monitor the content of information transmitted through its telecommunications lines or equipment and accepts no responsibility for the content of the Client’s transmissions.
Jurisdiction: The Parties elect the Courts of the District of São Paulo, State of São Paulo, Brazil, to resolve any and all disputes arising out of this instrument.
In witness whereof, the parties execute 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, acknowledging the legal validity, authenticity, integrity, and effectiveness of such signatures, pursuant to applicable law. The electronic signature shall have the same legal effect as a handwritten signature for all legal purposes.