Note: this section deals with agreements whose specifics vary from country to country and are subject to different laws. Before following any of the below advice, please consult a lawyer with knowledge of your situation.
When you're opening a coworking space there is no way to avoid red tape and paperwork. There is lots of fun to be had along the way—think coming up with a name or buying trendy furniture—but a coworking space is a business, and running a business means dealing with bureaucracy. You'll deal with paperwork related to your licenses, the registration of your brand, your employees, and your insurance. But there's one piece of paperwork that many spaces don't put enough effort into: the coworking service agreement.
You want to have a piece of paper (or a digital file) where you state the terms of the membership (dates, level, price...), any sales agreements made (such as discounts or perks), and the terms and conditions of the membership, the usage of the space, the payment terms, any intellectual property law you want to highlight, etc.
Two types of agreements typically come to mind: The sublease agreement and the service agreement. Our advice, however, is to always go for a service agreement, it's less complicated and protects you, the space manager, more. For example: in a sublease model, you are generally not allowed to make any money from space rental; and you have added obligations and real property interests. This means that you would not be able to terminate an agreement with a member if you needed to, and that you would not be able to make any decisions without your member’s acceptance. This sort of legal agreement would be more suitable for shared offices in which freelancers or companies decide to rent an office space together, but can be a headache for coworking spaces.
Is coworking a service, though? Coworking spaces offer something more than just space. We do provide a space, but we also offer our members an Internet connection, kitchen areas, access to a network of professionals, workshops, conferences, discounted rates for suppliers, etc. Without doubt, our main business is not just space. Coworking is a full service, and this is why you can get rid of a lot of complications by legally defining your relationship with your coworkers as that of a host/member.
A coworking service agreement is the commercial equivalent of an agreement for accommodation in a hotel. It’s also similar to the membership agreements that are signed in gyms or fitness studios. By selling memberships, you entitle your coworkers to use the space and the resources therein, but the space is not leased at any time and remains solely yours.
We have put together some terms and conditions for your coworking service agreement you can look at as a guideline. To personalize the terms and conditions with your space’s information, you can copy the text to a text editor to add your space's name and edit the terms as you like. Use the 'find and replace' function to remove the sample data and enter your information: for example, find [Coworking Space] and replace all the entries with your space’s name.
Consult with a lawyer to make sure the terms and conditions important to you are reflected in the service agreement as required by law in your country or region.
The services [Coworking Space] provides to you are subject to the following Terms and Conditions (T&C). [Coworking Space] reserves the right to update the T&C at any time without notice to you. [Coworking Space] membership application does not create a tenancy but a prepaid usage license to use the provided amenities on a monthly or casual basis.
[Coworking Space] may provide you with access to office space, workstations, Internet access, office equipment, conference space, knowledge resources, and other services (collectively, "Services"). The Services at all times are subject to the T&C.
You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any [Coworking Space]’s server, or interfere with any other party’s use and enjoyment of any Services.
You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any [Coworking Space] server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor should you post or download files that you know or should know are illegal or that you have no rights to.
You hereby represent and warrant that you have all requisite legal power and authority to enter into and abide by the terms and conditions of this T&C and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.
You agree that when participating in or using the Services, you will not:
This Agreement is automatically renewed at the end of each period with consent of each party.
The T&C must be adhered to at all times. Failure to follow T&C can result in non renewal or even early termination of the usage license. [Coworking Space] reserves the right to terminate any Service at any time, immediately and without notice, if you fail to comply with the T&C. This includes non-payment or violation of the space rules. If this happens, [Coworking Space] will refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorated basis.
Members may terminate this Agreement by giving a written notice of termination as established in this Agreement. Termination shall be in effect as of the end of that calendar month. Should Member not provide timely notice of termination to [Coworking Space] then the Membership Period shall continue to the end of the following calendar month and the service fees for that calendar month shall be payable.
The member is automatically invoiced monthly in advance based on their membership option. Also included is any variable charges such as telephony usage that may have been incurred during the previous period. Payment is required at the beginning of the month for that period, at the date specified in the invoice. Payment for casual usage is either paid on the day of use unless other arrangement have been made with [Coworking Space].
[Coworking Space] reserves the right at all times to disclose any information about you Your participation in and use of the Services as [Coworking Space] deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part in [Coworking Space] sole discretion.
You acknowledge and agree that during your participation in and use of the Services you may exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by [Coworking Space] or any participant of used of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of [Coworking Space], any analyses, compilations, studies or other documents prepared by [Coworking Space] or otherwise derived in any manner from the Confidential Information that you are obliged to keep confidential or know or has reason to know should be treated as confidential.
Your participation in and/or use of the Services obligates you to
All confidential information remains the sole and exclusive property of [Coworking Space] or the respective disclosing party. You acknowledge and agree that nothing in this T&C or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of [Coworking Space] or any participant or user of the Services.
You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that [Coworking Space] does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.
To the maximum extent permitted by the applicable law,[Coworking Space]provides the Services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including but not limited to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the services, remains with you.
To the maximum extent permitted by the applicable law, in no event shall [Coworking Space] or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and and individually be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of [Coworking Space], and even if [Coworking Space] has been advised of the possibility of such damages.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of [Coworking Space] or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of this T&C and your exclusive remedy for all of the foregoing shall be limited to actual damages incurred by you based on reasonable reliance up to [enter amount]. The foregoing limitations, exclusions and disclaimers, including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
You shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding [Coworking Space], or any of [Coworking Space] officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
You release, and hereby agree to indemnify, defend and save harmless [Coworking Space] and [Coworking Space] subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services. You further agree in the event that you bring a claim or lawsuit in violation of this agreement, you shall be liable for any attorney fees and costs incurred by [Coworking Space] or its respective officers and agents in connection with the defense of such claim or lawsuit.
In the event that any provision or portion of this T&C is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this T&C shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
[Coworking Space] carries Liability and Business Personal Property insurance. As a user, you are not required but it is strongly suggested that you carry a Renters Insurance policy to cover your own equipment while using our space. That policy may cover your current residence/office, as well as the premises of [Coworking Space].
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