Whereas the Parties have entered into a services agreement, an assignment of rights agreement, and an agreement for the granting of the right to use space, and whereas the Client is interested in the services offered by the Provider, the Parties agree to the following terms:
Business Hours and Access
The Provider’s business 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 the Client shall be responsible for turning it off. At the Faria Lima unit, the air conditioning shall operate from 9:00 a.m. to 7:00 p.m., except on weekends and holidays.
Services and Amenities – Hot Desk Plan
- Use of the contracted hot-desk area and internet access;
- Business address;
- Use of the exclusive application (app) of Agência Coworking Prestação de Serviços Ltda.
Services and Amenities – Private Office Plan
- Use of the contracted space and internet access (fixed exclusive office);
- Business address;
- Mail handling (email notification);
- 4 (four) hours of meeting room use, non-cumulative and subject to availability (16 hours in total, when applicable);
- Use of the exclusive application (app) of Agência Coworking Prestação de Serviços Ltda.;
- Electronic telephone answering (recorded script);
- Rent, condominium fees, IPTU (property tax), electricity, cleaning, maintenance, and furniture;
- Filtered coffee, water, and hot beverage machine.
Rules, House Policies, and Reservations
- The Client shall comply with all laws and regulations applicable to its business and shall bear all civil, labor, and tax matters that pertain to it. Each Party shall be solely responsible for its own tax and parafiscal burdens, as well as for all labor, social security, severance fund (FGTS), and insurance obligations related to its employees.
- The Client shall not perform any act that compromises the use of the shared space nor cause inconvenience or harm to the Provider or its clients. The Client shall be responsible for safeguarding all property 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 outlets before plugging in any equipment. The terms of this Agreement are confidential, do not grant exclusivity to either Party, and the use of the “Club Coworking” brand is exclusive to the Provider.
- Smoking is prohibited in the common areas and premises of Club Coworking, under penalty of the Client bearing any applicable condominium fines and related costs.
- The Client is prohibited from hiring or entering into any transaction with employees who currently work or previously worked for the Provider within 12 (twelve) months after the termination of this Agreement. In the event of breach, the Client shall pay an indemnification equal to 6 (six) times the amount paid upon execution of this Agreement.
- Compliance. The Parties assume 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 and anti-bribery laws and regulations, as well as privacy and personal data protection laws. The Parties’ business relationship shall be guided by ethics, integrity, and good corporate governance practices. The Provider has a clear and objective Privacy Policy available at: https://clubcoworking.com.br/politica-de-privacidade-e-protecao-de-dados/.
- Certain personal data of the Client/Provider, their partners, employees, or visitors (including photos and recordings for security purposes) may be shared between the Parties exclusively for the performance of this Agreement, compliance with legal duties, contractual obligations, and legitimate interest. The Parties shall maintain strict confidentiality regarding all information received or collected under this Agreement. The Provider’s Privacy Policy and Personal Data Protection Policy is available on its website.
- To secure a space reservation prior to the start of the contractual term or the provision of services, an Initial Deposit may be required as earnest money and guarantee. In the event of withdrawal by the Client, the amount shall not be refunded and shall serve as indemnification for the loss of the opportunity to offer the space to third parties, without prejudice to the other termination clauses.
- Upon the effective start of service provision and delivery of the reserved space, the Initial Deposit shall be converted into a contractual guarantee and shall be returned upon full performance, as provided in the termination clause.
- The Client acknowledges the possibility of a Delivery Delay of the space of up to 60 (sixty) consecutive days from the originally scheduled date. In such case, the Provider shall ensure provisional allocation of space to the Client. A delay within this limit shall not constitute grounds for termination nor for refund of the reservation fee. In case of provisional allocation, the monthly fees shall remain due as usual and may be adjusted according to the workstations effectively used.
- The Provider may replace any market index in the event the IGP-M or IPCA cease to exist, and may adjust the prices of its additional services, without requiring the Client’s consent.
- If there is an incident or duly proven situation that results in compensation owed by the Provider to the Client, the total amount shall not exceed the equivalent of 3 (three) monthly fees immediately preceding the event. The Client declares and accepts that such limitation is reasonable and essential for price determination.
Provision of Services and Responsibilities
- The Provider may, at any time, perform the repairs necessary to the spaces to ensure the quality of service. The Client shall be notified whenever possible. In the event of occurrences, the Provider shall seek the best solution to minimize disruption.
- Upon contracting the Private Office Plan, the Client shall sign a checklist acknowledging receipt of furniture and the office’s condition of conservation, and shall return the office at the end of the term in the same condition (except for natural wear and tear), paying the exit fee (cleaning, painting, deactivation, etc.) according to the price list in force. For all contracts, an office setup fee per person shall apply (badge issuance, door access/app configuration, internet and telephony setup, layout changes, etc.).
- If the Client causes damage to furniture, objects, equipment, or the Provider’s premises, the Client shall bear the related costs.
- If legal action is required due to the Client’s fault, the Client shall be responsible for court costs and attorneys’ fees.
- Additional equipment (e.g., printer, minibar, microwave) in the exclusive office may be subject to an additional monthly fee per item, according to the Provider’s price list in force.
- Badges and access credentials are personal and non-transferable; copying and/or assigning them is prohibited. They may be charged separately and must be returned at the end of the term. Biometric registration is mandatory on the first day of use.
- The Provider shall not be liable for mechanical failures, strikes, delays, or problems caused by telephone operators or internet providers, although it may assist in resolution. The Provider shall not be liable for loss, delay, or violation of mail (postal services, building reception/security, outsourced deliveries) under plans that include use of an address. The Provider shall not be liable for lost business, lost profits, or loss/damage to data; its obligation is limited to making space available for the Client’s activities and networking. In case of fortuitous event, force majeure, or urgency requiring temporary reallocation, the Provider may do so and arrange repairs, without suspending the Client’s payment obligations.
- The Client is prohibited from conducting business that competes with the Provider’s line of business.
- Any communication related to this Agreement must be made in writing.
- Under all plans, the address indicated in the Services Agreement may be used as a “business reference” (business cards, brochures, website) by a single company. The Client may add a Fiscal Address plan to the Private Office Plan by executing an additional agreement, allowing registration/transfer/incorporation of a single company before public authorities using the address provided by the Provider (for use outside the office). Monitoring and collection of summons, subpoenas, notices, and any other communication from the Judiciary or Public Administration is the Client’s sole responsibility (via public electronic services or specialized third parties). Fiscal use of the address of the exclusive office requires commercial activity or state registration and the Provider’s prior consent. Irregular use of state registration at the Provider’s address shall require plan migration or cancellation of such registration and payment of the corresponding amounts. Optionally, the Client may contract the Personalized bilingual Telephone Answering service through an additional agreement.
- The monthly fee shall be due on the 20th (twentieth) of each month. Upon contracting, a pro rata amount shall be charged for days of use. The plan is prepaid.
- Services shall be suspended after 17 (seventeen) days of non-payment, without prior notice, and shall be reinstated only after full settlement of overdue amounts.
- A late fee of 2% (two percent) and default interest of 0.033% (zero point zero three three percent) per day shall apply in case of late payment. The Client acknowledges and accepts the amounts due and authorizes submission of payment instruments to credit protection bureaus in case of default. The Provider may engage collection partners. In agreements executed by a legal entity, the signing partners are jointly and severally liable for the financial obligations, authorizing direct collection and any applicable credit restriction registration due to the Client’s company debt.
- Variable services requested shall be billed separately and included in the monthly invoice; additional fees may be adjusted according to market conditions.
- Occasional reservations are subject to availability and prior scheduling. Cancellations/changes must be made in writing with at least 1 (one) business day’s notice for meeting rooms and daily use (shared/private spaces) and 5 (five) business days’ notice for auditorium, under penalty of full charge. If the reserved period is exceeded, after 15 (fifteen) minutes of tolerance and subject to availability, additional charges shall apply according to the price list in force.
- The Provider is not responsible for personal belongings left in the room during use.
- The Client must safeguard its own and its guests’/clients’ personal belongings (laptops, tablets, mobile phones, projectors, pens, folders, etc.).
- The Client must keep its registration data up to date (phone numbers, address, email, etc.) and authorizes the use of its data (company name, CNPJ, fiscal address, partners’ names and documents, contacts, dates of birth) exclusively for the performance of this Agreement in the tools used by the Provider. The Provider shall not use the data for other purposes nor share it with third parties without the Client’s prior and express consent. The Client shall obtain any required consents from its personnel; the Provider shall comply with applicable laws and may retain personal data after termination when applicable.
- Annual adjustment: after 12 (twelve) months, amounts shall be adjusted by IGP-M/FGV or IPCA, applying the index that best reflects the market at the time.
- The Client authorizes, at no cost, inclusion of its company logo in the portfolio of Agência Coworking Prestação de Serviços Ltda., especially in the “clients” section of the website and other media, including social networks and client events.
- The Client authorizes the Provider to print/scan its documents in accordance with LGPD security standards.
- The Client grants the Provider authority to receive, on the Client’s behalf, notices of violation, administrative notices, summons, subpoenas, judicial/extrajudicial notices, and other documents from public authorities at the contracted address.
Termination
- The contractual term shall be automatically renewed unless either Party provides notice of termination. Written prior notice is required: 30 (thirty) days for contracts of up to 3 (three) months and 90 (ninety) days for longer contracts. Termination without cause is permitted provided the Client is current with all payments. The Client shall only be exempt from monthly fees from the date the cancellation request is formalized and upon presentation of proof of deregistration/transfer with the competent public authorities (Registry Office/Board of Trade, Federal Revenue, Municipality and State Tax Authority), websites and professional bodies (e.g., OAB, CRM, etc.), evidencing removal of the Provider’s address where it was used for fiscal purposes. Without such proof, monthly fees remain due until the address is effectively changed/deregistered.
- Return of the original Initial Deposit, if any, shall occur within 30 (thirty) days after cancellation, termination, or expiration, provided there are no outstanding financial obligations. The return shall be made to a domestic bank account in the Client’s name, without any monetary adjustment.
- Upon termination of the services agreement, the Client shall cease using the exclusive telephone line and, consequently, the linked WhatsApp Business number.
- Upon termination of the Private Office Plan, fees shall apply for cleaning (carpet, windows, blinds), painting, and disconnection of telephony and internet points. If the space becomes inactive due to damage/defects caused by the Client, in addition to reimbursement at market value/invoice value, lost profits shall be due, calculated based on the number of inactive days.
IT Policy
- Local Network Use: Availability of RJ-45 access points segmented by VLAN (exclusive or not). Installation of repeaters such as hubs/bridges/access points is prohibited. Wi-Fi AP: installation of an exclusive AP antenna on the private office VLAN is permitted; configurations only with the technical team’s consent, and changes without consent are prohibited.
- Data Center (CPD) Use: Availability of 4U of rack space in the data center for the Client’s equipment; configurations under technical supervision. Access requires scheduling at least 48 (forty-eight) hours in advance and must be accompanied by a technician.
- Wireless Network Use (Wi-Fi): Shared Wi-Fi for all unit clients; hotspot authentication may be required at each connection. As it is shared, connection privacy is not guaranteed, and the Client must adopt precautions to protect its devices.
- Internet Use: Shared access sized for good working and browsing conditions. No content control is applied; the Client is fully responsible for lawful and appropriate use. Firewalls and protections are recommended on the Client’s workstations. Bandwidth is managed to ensure adequate speed on the shared link. In cases requiring low latency or specific configurations (VOIP, VPN, VC, etc.), dedicated access with public IPs may be required, subject to a specific project/budget. Changes in usage profile or unforeseen activities must be promptly reported. The Provider is not liable for issues arising from unauthorized specific use.
- Multifunction Devices (Printer/Scanner/Copier): Shared equipment is available. The Client is prohibited from installing such devices on the wired or Wi-Fi network unless under a specific agreement for exclusive rooms. The Client authorizes the Provider to print/scan documents in compliance with LGPD security standards.
- Equipment Use and Storage: Shared environments are designed for portable equipment during the user’s presence; leaving equipment unattended or overnight is prohibited. In specific cases, desktop use in shared areas may be authorized, and must be removed at the end of the workday. In exclusive rooms, non-portable equipment may remain permanently connected, and doors must remain locked when users are absent.
- Mobile Phones and Tablets: Use of shared Wi-Fi is permitted for internet access and the mobile app (reservations, printing, check-in/out), with possible hotspot authentication at each connection. The Client must use responsibly to avoid resource saturation and adopt security precautions.
- Access Control: The Client must safeguard access identifiers (doors, turnstiles, gates), must not access restricted areas without authorization, and must not grant access to third parties. Credentials and passwords are personal and non-transferable.
- Restrictions: The Client assumes full responsibility for its access and use of all items above, including any data it may access, releasing the Provider from civil/criminal liability in any jurisdiction. The Client must use the tools for lawful purposes and maintain basic security (antivirus, personal firewall, anti-spam, etc.) to prevent misuse. The Client acknowledges that the Provider does not monitor the content of transmissions and is not responsible for their content.
Forum: The Parties elect the Courts of the District (Comarca) of São Paulo, State of São Paulo, Brazil, to resolve any disputes arising out of this instrument.
In witness whereof, the Parties execute this Agreement in the presence of 02 (two) witnesses.
The Parties expressly agree that this Agreement may be executed by electronic and/or digital means, including through electronic signature platforms, acknowledging 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.