APPENDIX 3 – GENERAL SALES CONDITIONS FOR PRIVATE OFFICES AND MOBILE OFFICES

THE PRESENT CONTRACT (HEREAFTER “THE CONTRACT”) IS A PROVISION OF SERVICES CONTRACT FOR WORKSPACE PROVISION. THIS CONTRACT DOES NOT CONSTITUTE A LEASEHOLD INTEREST, A COMMERCIAL LEASE OF ANY FORM OR NATURE AND DOES NOT GIVE RIGHT OF OWNERSHIP, COMMERCIAL OR OTHERWISE TO THE BENEFICIARY CONCERNING THE SPACE OR SPACES.

 

Art. : Object

Art.1.1 Nature of services sold

In terms of its activity of company hosting, Nextdoor/ Wojo provides to its clients, in return of payment, a selection of private and mobile offices (“coworking”) with a set of professional and business services, including meeting rooms in which collaborative workshops, meetings, video conferences and training courses may be organised (hereafter called “Services”).

Art.1.2 Status of Spaces made available by NEXTDOOR

The whole of the Space (hereafter “Space” or “Spaces”) provided to the Beneficiary (hereafter “Beneficiary”) remain under the exclusive control of the service provider (hereafter “Service Provider”) who is the only tenant of the centre (hereafter “Centre”) with a tenancy agreement covering the period of service as defined in the Specific Conditions and which, is provided to the Beneficiary as is authorised.

 

The Beneficiary declares to be perfectly aware of and acknowledge that the Space provided by the Service Provider cannot be removed from the leased building provided by Nextdoor/Wojo and the Beneficiary cannot invoke any direct right against the Service Provider’s landlord.

Art 1.3 Destination

The Beneficiary should occupy the Space calmly and only for the requirements linked to his activity mentioned in the Specific Conditions, excluding all industrial, handcrafted production operations or for any sort of habitation use.

If his activity requires it, the Beneficiary should personally obtain any eventual permits or authorisations necessary for contracting his business.

Under the terms of the Contract, the Beneficiary has access to Space for office use excluding all other possible use, which the Beneficiary certifies and guarantees. No other use than that of an office will be tolerated, being specified that any infringement of this stipulation will lead to termination of the Contract as is specified in Article 6 hereafter.

The use of an office for supplying “retail services” or “medical services” implies frequent visits from persons external to the Centre and discounts on payment methods are strictly forbidden.

The Beneficiary should not undertake within the Centre, activities that are in competition with Nextdoor/ Wojo activities consisting of implementing office space, meeting rooms and all other associated services.

 

Art 1.4 Scope of services

The Service Provider undertakes to supply the Beneficiary the Services as listed in the Contract’s Specific Conditions.

 

Only the services mentioned in the Specific Conditions can be requested by the Beneficiary excluding all others. All additional services which are not included in the Contract and for which the Client wishes to benefit will be the object of a new agreement between the Parties.

 

Art. 2: Services Description

Art 2.1 Description of Offices and Workspaces

The Offices and Spaces reserved for the Beneficiary’s use are described in the Specific Conditions.

The Beneficiary does not have an exclusive right to allocated Spaces of which allocation is at the discretion of the Service Provider. It is specified that this clause constitutes an essential condition to the Service Provider’s consent, without which he would not have accepted to deal with the Beneficiary.

The Beneficiary authorises the Service Provider to change or relocate the Space in his possession if necessary, especially in the case of technical or marketing constraints concerning the building require it and this without bringing about a rightful advantage to the Beneficiary.

The Beneficiary will be informed beforehand of these arrangements.

Art 2.2: IT Networks

The Service Provider delivers to the Beneficiary in the way of guaranteed services, access to the Internet as laid down in the Internal Regulations. In a general manner, the Beneficiary must take necessary arrangements to ensure the security and safety of his network (or his Internet Entry access points) and the security and safety of the information he holds. The Beneficiary has a duty to adopt any security methods (encryption, for example) he sees fit for his situation.

The Service Provider guarantees a level of availability determined by the Internal Regulations which are established in relation to the use made by the Beneficiary of the Service Provider’s IT Network or Internet access available within the Centre. In the case of a disruption of service, the Beneficiary may request from the Service Provider the reactivation of the network within a reasonable delay after having sent written notification.

Art 2.3: Supply of logistic and desktop services

The Beneficiary authorises NEXTDOOR personnel to access at any time all available Spaces, including those of dedicated offices in order to carry out Services offered by the Service Provider. However, except in the case of emergency or termination notification made by the Beneficiary, the Service Provider will take all necessary measures to inform the Beneficiary beforehand, verbally or by electronic means, of the necessity to let him gain access for cleaning and maintenance, IT or electric testing, repairs or any other type of work outside of routine inspections. The Service Provider will ensure security procedures as mentioned in the Centre’s Internal Regulations in order to protect the confidentiality of the Beneficiary’s activities.

 

If for any reason, the Service Provider cannot supply the Services as mentioned in the Specific Conditions at the planned start date, he will not be responsible, with respect to the Beneficiary to any loss or damage but the Beneficiary will be in his right to terminate the Contract without incurring penalty charges. The Service Provider will not invoice to the Beneficiary the monthly office fees linked to the Spaces that the Beneficiary cannot use through the fault of the Service Provider and until the Space becomes once more available. The Parties agree to delay the date on which the Contract enters into force if work must be done, renovation or relocating of Spaces made available for the Beneficiary. In the case of unavailability of Spaces as laid down in the Specific Conditions, the Service Provider will search for alternative Space in the Centre with at least the same characteristics and of an equivalent size to the Spaces initially intended, failing this the Beneficiary may terminate the Contract.

The Beneficiary can, in no case whatsoever, install cables, specific IT equipment other than a laptop computer (or a desktop computer), a personal printer, mobile computer peripherals or telecommunications connections, without first having written consent from the Service Provider who reserves the right to refuse the installation or to have it carried out by a sub-contractor, according to his own assessment. The same applies for all non-desktop equipment or electrical items.

Before setting up business, the Beneficiary must request that the Service Provider supervise the installation of all IT or electrical systems which he will be using in the Centre. As part of his statutory duties, the Service Provider should check that such installations do not disrupt Workspace use for other Clients of the Centre, its own installations or those of the building owner. These verifications or specific technical service provisions will be carried out under the Sales Conditions agreed upon by both Parties.

Art 2.4: Supply of business and intellectual services

The Service Provider organises within the Centre a number of events, meetings and conferences to which the Beneficiary is free to participate. In this context, the Service Provider proposes, through a network of partners and service providers, a set of intellectual and business services allowing its clients to make business contacts.

These services will, according to their scope or subject, available to the Beneficiary either for free, or in return for financial participation defined by a prior quote. These intellectual and business services (audit, advice and support, establishing contacts) could constitute a separate Specific Contract either directly between the Service Provider and the Beneficiary or outside of the General Conditions, directly between the Beneficiary and another service provider subject to prior notification being given to the Service Provider if the requested service should take place within the Centre. In the latter case, the Service Provider cannot, at any moment be held responsible for the contract or any contractual consequences arising from them that the Beneficiary may encounter with one of the Service Provider’s partners.

Art 2.5: Supply of café/ concierge services à la carte

The Service Provider proposes within the Centre, at the opening times specified in the Internal Regulations, a cafeteria, food and concierge services for which the tariffs, services, conditions and availability are directly presented on site.

Art. 2.6: Name, address and registered address

The Beneficiary is authorized to use the Centre’s address as a Sales address subject to its own identification excluding any confusion whatsoever with the Service Provider. Any other use of this address is strictly forbidden without the prior written consent of the Service Provider. In particular, the Contract does not give authority to the Beneficiary to use the Centre’s address as its Headquarters, as a principal place of business or as a secondary establishment. The Beneficiary may however request a separate contract for the purpose of electing domicile .

The violation of this clause will lead to Contract termination.

Except in the case of prior written agreement from the Service Provider, the Beneficiary is only authorised to exercise in the Centre, activities mentioned in the Specific Conditions and solely under the name stated in the Specific Conditions.

Art 2.7: Availability of Services

The Service Provider commits to supplying on request to supply during the opening hours specified in the Internal Regulations, the Services listed in the Tariff Guide. If a request requires specific adjustments of Services initially proposed by the Service Provider, a new quote will be submitted to the beneficiary for approval.

 

Art. 3: Duties of Parties

Art. 3.1 : Service Provider Duties

3.1.1. During Contract execution, the Service Provider commits to:

-       Supplying the Beneficiary access to the Space and / or Services listed in the Specific Conditions.

-       Keeping all information of which it may have knowledge, either in writing or orally, concerning the Beneficiary’s activities confidential.

-       keeping from disclosure information concerning the Beneficiary to which it has access in accordance with the Contract enforcement, except if constrained by court decision or administrative subpoena.

The non-disclosure obligation is the Service Provider’s responsibility and shall be binding throughout the duration of the Contract and during the two (2) years following contract termination and this no matter what the motive for Contract termination.

 

3.1.2.       As an employer, the Service Provider ensures the administrative, financial and social management of its employees and declares to comply with current tax and social legislation, to be up-to-date with its social contributions payments and be able to supply proof regarding its respect of the different applicable obligations as requested by the Beneficiary.

The Service Provider guarantees that the Services will be executed according to current applicable law.

3.1.3        The Service Provider declares it holds the rights and authorisations required to conclude the Contract and to deliver the Services as mentioned in the Contract. It guarantees that all or part of the Services do not constitute a violation of Intellectual Property or any other rights belonging to third parties and guarantees the Beneficiary against any recourse.

Art. 3.2: Beneficiary Duties

The Beneficiary undertakes, during the whole Contract duration, to respect all contractual duties and particularly:

-       to never user the Centre’s address as its Headquarters or establishment, conform to Article 2 above except in the case where a separate registered address contract was established;

-       to keep the Service Provider informed of all modifications relating to his activity and / or its employees and spontaneously or on request by the Service Provider, hand over an original K-bis (French Company Registration document) of less than three (3) months old and any other document necessary for Contract execution;

-       Spontaneously declare in a delay of 15 days all changes relative to its legal form, its name and object, as well as the names and addresses of its representatives under this Contract;

-       To request prior authorisation from the Service Provider for all layout or decoration changes in allocated Spaces;

-       To contract an insurance policy according to the conditions in Article 8 hereafter.

The Beneficiary must not modify, without prior written agreement from the Service Provider, Spaces which are made available to it and must take good care of all areas of the Centre, its equipment, accessories, installations and the furniture it uses.

The Beneficiary expressly acknowledges and accepts that the Contract cannot be regarded as – nor implies any right likely to result in:

-       A lease contract, especially concerning commercial, professional, long-term or tenancy-at-will lease;

-       A sub-lease contract;

-       A property right on the Space, including commercial property right.

Lastly, when the Contract expires, for whatever reason, the Beneficiary must have left the allocated Space and where necessary, have returned it to its original working state as it was on first entry, at the Beneficiary’s own expense, as well as carrying out any repairs that are attributed to him. Failing to do so, the repairs that the Service Provider has had to undertake himself or that someone has undertaken for him instead of the Beneficiary, will be at the Beneficiary’s charge on simple presentation of corresponding invoices for the repair work.

In the event of the Beneficiary’s departure or if other Spaces are allocated to the Beneficiary to replace those initially allocated, the Service Provider will invoice fees linked to returning office(s) to their previous state, covering normal cleaning, verification and repairs of premises to their original state.

If the Beneficiary left goods, materials or equipment in the Centre that he has not come to collect within a delay of 8 (eight) calendar days following notice sent by registered letter with recorded delivery, the Service Provider will be able to dispose of the goods or equipment in the way he sees fit, at the Beneficiary’s expense without being held accountable by the Beneficiary.

In order to offer professional management of call transfers, postal services, faxes and visitors to the Beneficiary, the Service Provider will invoice a fee linked to continued operations of service. This contractual service is ensured for three consecutive months from the date of the end of Contract.

If the Beneficiary continues to use the office or offices at the end of its Contract, the Beneficiary will be responsible for all loss, action or responsibility incurred by the Service Provider due to the non-release of offices by the Beneficiary at the agreed time. The Service Provider can, at its discretion, grant the Beneficiary an extension, subject to a surcharge payment on monthly tariffs.

Art. 3.3 : Mutual obligations

During contract enforcement and during six (6) months following on from its term, neither the Service Provider nor the Beneficiary can seek to, or offer employment to employed personnel or to another party. This obligation applies to all employees and continues to run for a delay of three months following on from the end of the aforementioned employee’s employment contract. The non-respect of this obligation by one or the other Parties will lead to a compensation payment of equivalent to one year of brut salary per employee concerned. The recruitment of an individual replying in good faith and on his own documented account to an advertisement for the public at large is not present in the current restriction. The present article is targeted at employee poaching.

 

Art. 4: Access to Spaces

Art. 4.1 Membership card

On subscription, the Beneficiary receives for each person listed in the Appendix of the Specific Conditions, a membership card with a subscriber number. In the case of loss or theft of the membership card, its replacement will be invoiced to the Beneficiary at the tariff indicated in the Centre’s Tariff Guide.

Access to Spaces is gained on presentation by the Beneficiary’s employees of their membership card. This card is unique and personal; it is neither assignable nor transferable. The number of additional cards requested should be stated in the Specific Conditions.

The membership card for private office space also gives access to the mobile or coworking space, to work in an ad hoc or periodic manner if the availability of spaces allows for it and if the occasional presence of a private workspace member does not interfere with a member who is solely a holder of a mobile access membership.

The invitation of external non-members or the presence of visitors must be declared to the staff at the Centre for identification purposes at reception. Reception of visitors in the Spaces will only take place when the Beneficiary is present. The users of Spaces, members with a contract, consent to not supplying or lending a membership card or any other means of access to the building to external persons.

Art 4.2: Rules relative to access and use of Spaces

4.2.1 – Respect of purpose of Space

The access to Spaces is reserved for office use, excluding any other use, an obligation that the Beneficiary undertakes to respect as indicated in Article 1.3 of the General Conditions.

 

4.2.2 - Regulatory compliance

Access to Spaces is regulated and supposes strict respect by the Beneficiary of the Internal Regulations of the Centre to which he acknowledges having received communication before signature of the present.

The Space is an office space governed by conventions and laws adopted by the Work code and is subject to Company Health and Safety regulations. Every precaution necessary for the security of the Beneficiary, for the security of goods and persons in these Spaces is customary.

The Beneficiary commits to respecting in all circumstances and at any time procedures of good conduct, hygiene and security which will be communicated to him by the Centre’s personnel and who will be reminded by official boards or on all notices or commercial documents given to the Beneficiary.

Art. 4.3: Sanctions

In the case of non-respect by the Beneficiary of the rules and practises referred to in article 4.2 above, and without prejudice to appeal that the Service Provider could exercise for seeking compensation for loss, the Service Provider reserves the right to take any useful measures aimed at enforcing the aforementioned rules on the Beneficiary and in particular (i) excluding the Beneficiary from the Centre who is in violation with the aforementioned, (ii) to cancel the contract in its own right as in the conditions provided for in Article 6, hereafter and (iii) to log the offending Beneficiary on its “incident” list respecting the French legal provisions N° 78-17 of 6 /01/78 Data Protection.

The Beneficiary prohibits (i) to lend or surrender to whomever his membership card which is strictly personal, (ii) to use the Space’s equipment and installations available without respecting the instructions and hygiene and security rules of the Centre’s personnel, (iii) to have an aggressive, indecent attitude or immorally and indecently, (iv) to use or disseminate illicit products.

In the case where the Beneficiary is logged, as aforementioned, as an “offender”, the Beneficiary cannot subscribe or re-subscribe with a NEXTDOOR/ WOJO centre, and this in any capacity of any kind.

 

Art. 5: Duration

The contract is concluded for a period as fixed in the Specific Conditions.

The Contract will then be automatically renewed for periods equal to the duration fixed by the Specific Conditions, except in the case of termination in the conditions set forth in the Specific Conditions. Each renewal period runs up to the last day of the last month in which the term occurs.

If in the Specific Conditions, the Contract is established for a fixed period, the following renewal periods will take on the same aspect of resolution.

At the time of each renewal, the applicable price will be mentioned in the current Tariff Guide at the date of aforementioned renewal.

 

Art. 6: Cancellation

a) Unless specified for a fixed duration, the Contract can be terminated at any time by one or the other Parties by registered letter with an acknowledgement of receipt subject to respect, by the Beneficiary and the Service Provider, of the period of notice as mentioned in the Specific Conditions.

The decision to terminate the Contract will take effect the last day of the month during which the registered letter with an acknowledgement of receipt was received by the Service Provider including the increased notice period, as specified in the Specific Conditions (for example for a month’s notice, and a registered letter with an acknowledgement of receipt received on the 20th day of the current month, the termination will take effect from the 30th of the following month).

 

At the term of the Contract, for whatever reason, the Beneficiary undertakes to inform whoever is concerned that he no longer carries out an activity of any sort within the Centre, following which the Service Provider will inform the concerned administrations within its legal and / or professional framework.

IF THE SPECIFIC CONDITIONS PROVIDE A FIXED DURATION FOR THE CONTRACT, THE LATTER CANNOT, UNDER ANY CIRCUMSTANCES, BE SUJECT TO PREMATURE TERMINATION, EXCEPT UNDER THE CONDITIONS INTENDED IN PARAGRAPH B) OF THE PRESENT ARTICLE; THE BENEFICIARY WILL REMAIN LIABLE FOR PAYMENT OF MONIES CONTRACTUALLY DUE UNTIL EXPIRY OF THE CURRENT CONTRACT.

b) Notwithstanding the provisions of Article 4.3 above, in the case of breach of contractual obligations by one of the Parties, in particular, in the case of failure to make payment for services by the Beneficiary, incompatible behaviour of the Beneficiary in the use of office space (noise pollution, damage to space, conflict with other members present within the Space), non-respect by the Beneficiary of the Internal Regulations, use of Space for something other than office space, use of the office address as company HQ, use of Space or of a Service which could cause a civil and/or penal liability or infringe another parties rights, or violation of confidentiality provisions, the other Party may proceed with contract termination ten (10) days after formal notice has remained without effect, the delay runs from the first presentation of the registered letter with recorded delivery and this, without requiring a Court decision.

 

The Beneficiary will also, in this hypothesis, be exposed to paying a penalty of 8% of the sum still due, without prejudice to the Service Providers rights for repairing any damages suffered and any other financial sanctions as provided for in the present Contract.

c) From the effective termination date, whatever the motive, the Beneficiary should return, without being requested to do so by the Service Provider, its membership card(s).

The Parties agree to the fact that the contract termination methods constitute an essential and decisive condition of the Contract.

d) Furthermore, one or the other of the Parties may request Contract termination without notice and within their rights, without further legal formalities, by registered letter with a recorded delivery sent to the other party in the event of a force majeure during for more than thirty (30) consecutive days.

If the Service Provider terminated the contract for one of the abovementioned reasons, the termination will not put an end to the Beneficiary’s obligations linked to paying sums due (including payment of additional services used by the Beneficiary). Fees and monthly fees related to the remaining period during which the Contract would have run, if the Service Provider hadn’t brought to an end owing to the Beneficiary’s deficiency, will remain due by the Beneficiary.

 

Art. 7: Service Tariffs

Art. 7.1: Prices for services, interest on late payments and suspension on debts owing

The prices for services as well as payment conditions are defined in the Contract’s Specific Conditions.

Without prejudice to terms under which the contract may be terminated, if necessary, to be implemented by the Service Provider as underlined in Article 6 above, unpaid due invoices will be subject to interest at the rate equal to three times the legal interest rates and will result in, under the law n°2012-387 of 22 March 2012 and Decree n°2012-1115 of 2 October 2012, a fixed, non-definitive and additional penalty of 40 euros, for recovery costs. In the case where these recovery costs are superior to this amount, the Service Provider may request additional compensation upon presentation of justification. This compensation is not exclusive to damage payments in the case of a loss suffered by the Service Provider.

In the case of non-payment of sums due by the Beneficiary to the Service Provider, the latter reserves the right to suspend access to Spaces and the benefit of services provided by the Contract and to log the Beneficiary in its contentious recovery file “payment incidents”, strictly respecting the disposition regarding the law n° 78-17 of 6 January 1978 concerning French data protection. This log will stop the Beneficiary from taking advantage of products and/or services that the Service Provider, its affiliated companies or its partners could, where appropriate, have set aside for him. The Beneficiary will receive notice of this suspension by registered letter.

The end of this suspension period will take place on reception of the total amounts due by the Beneficiary, if the Service Provider has not, in the meantime terminated the Contract as mentioned in the Conditions of Article 6 of the General Conditions.

Art 7.2: Taxes and duties

The Beneficiary undertakes to pay within the required time, (i) all VAT, use, access rights, consumer taxes and any other taxes, contributions and licences which are incurred and payable to the administration under the use of Spaces (and to prove to the Service Provider, at his request, that these payments have been made) and (ii) all taxes paid by the Service Provider to all government authorities relating to the use of the building by the Beneficiary, in particular concerning all taxes or rates paid by the Service Provider and which in reality are owed by the Beneficiary, any contributions on the Beneficiary’s personal assets, stamp duties or other taxes and applicable fees.

Art 7.3: Installation costs

If the Beneficiary formulates specific needs linked to his installation or the evolution of his installation, the Service Provider will invoice the Beneficiary with any quoted fees that were subject to the Beneficiary’s agreement.

Art 7.4: Invoice and payment procedure

Payment of Services is made in arrears, according to the procedure defined in the Specific Conditions, monthly or quarterly in advance.

The Service Provider has reduced its impact on the environment and encourages its clients to adopt the same policy. It is for this reason, the Service Provider will send all its invoices electronically (respecting legal provisions) and the Beneficiary will carry out payments in an automatic manner by direct debit, bank transfer or credit card. It is noted that, as may be necessary, in accordance with the provisions of Article 1126 and following the Civil Code, the Beneficiary expressly agrees to the use of electronic mail for the communication of all information necessary and requested with a view to concluding the Contract or any information that is sent during its execution. The data recorded in the Service Provider’s information system constitutes proof of all transactions concluded with the Beneficiary.

All monies payable by the Beneficiary under this contract can, if they are not paid in full by the Beneficiary on leaving the Centre as defined in the Specific Conditions, be requested or recovered by other Centres in the NEXTDOOR / WOJO network in the case where the Beneficiary may want to contract elsewhere.

 

The Beneficiary will pay commission in the case of a returned cheque or any other form of refused payment for lack of funds. This commission fee is mentioned in the Tariff Guide.

Art 7.5: Revision

The Service Prices indicated in the Specific Conditions will be indexed every year. This indexation is valid for active contracts (for which the term has not expired) at the date of indexation. For contract renewals, the current Tariff Guide for the Centre will apply if it has been updated, otherwise, indexation will take effect.

Indexation is calculated using a percentage equal to the increase in the Consumer Price Index (CPI) for “Service” activities or any other index which would be substituted in the Specific Conditions for legal reasons.

Indexation notification will be sent to the Beneficiary on the Contract anniversary date with automatic effect without the need for prior agreement from the Beneficiary. Considering the Service Providers recurring costs in running the building and the Centre, the Beneficiary will not benefit from an indexation reduction.

 

Art 7.6: Advance payment

In accordance with article 7.4 above, the Services and recurring services requested by the Beneficiary are payable in advance every month, every quarter or on payment deadline as provided for in the Specific Conditions. Otherwise, except for prior written agreement, these recurring services will be supplied by the Service Provider according specific tariffs for the duration of the present contract (including the case of renewal). Advanced payments will be taken into account for calculating sums potentially owed by the Beneficiary at the time of his departure unless they are part of a subscription which has not been used by the Beneficiary and which would be in a similar be seen as used.

All à la carte Services will be subject to monthly invoicing payable by the Beneficiary as specified in Article 6 of the Specific Conditions.

Art 7.7: Services invoiced on the basis of effective use

Costs related to invoiced Services according to effective use (meeting rooms, printing…) and any other variable additional service invoiced according to consumption will include the applicable VAT rate. The tariffs applied will be those which are current at the time of use of services. The Services will be invoiced on the due date and payable the month following the one in which the aforementioned services were supplied.

Art 7.8: Discounts, promotions and offers

In the case of non-respect of the General Conditions or of repeated payment delays, the Service Provider reserves the right to suspend discounts, promotions or offers that were initially granted to the Beneficiary and this without notice.

 

Art. 8: Insurance

8.1: Beneficiary’s Insurance

The Beneficiary shall provide insurance for all property he brings to the Centre and covering his own liability regarding his employees and third parties.

The Beneficiary is responsible for the equipment he stores in the Centre and the Service Provider cannot be held responsible for theft of any sort in the Centre .

The Beneficiary should, for the duration of the Contract, have proof of any insurance required by law for his professional activity and the Spaces he occupies in the Centre (multi-risk office insurance) by means of:

A / A Civil Responsibility Policy covering damages caused to a third party during his occupation of a Space or his activities.

 

B/ A policy guaranteeing his own goods and in particular, eventual personal installations, equipment, furniture, additional material or merchandise, against fire, explosions, theft, water damage, claims by neighbours and third parties, (this list is indicative and not comprehensive), and also guaranteeing additional operational costs.

8.2: Service Provider’s Insurance

The Service Provider holds an insurance policy covering his civil and professional liability and on the Beneficiary’s request, he can supply proof of insurance justifying the coverage of these risks and their amounts. The Service Provider undertakes to maintain up-to-date its insurance policies for as long as a contractual obligation is in place.

The holding of such an insurance policy as described above does not remove the Service Provider from his responsibilities, in particular, concerning damages which are not covered by his insurance or damages where the amount exceeds the guaranteed capital.

It is stated that the Civil Responsibility of NEXTDOOR / WOJO is covered by the contract Allianz n° 46.240.400.

8.3: Revocation of proceedings

The building owner, with whom the Service Provider is contractually committed in the form of a commercial lease, insures the building as well as all fittings and facilities relating to property which the Centre possesses.

Within the context of the agreement between the Service Provider, the building owner and his insurers have waivered all claims against the Service Provider, all the Beneficiaries and their insurers concerning damages suffered in the building.

In the same way the Service Provider insures his own goods, fittings, equipment and furniture linked with running the Centre with the Policy n° Allianz n° 54.847.832.

Within this framework, the Service Provider and his insurers have decided to waiver any claims against the owner, all the Beneficiaries and their insurance companies.

Consequently, the Beneficiary undertakes to waive all claims against the Service Provider, the building owner, the whole of the other Beneficiaries and their insurers. He also undertakes to obtain the same waiver against claims from his insurance company.

 

Art. 9: Responsibility of Parties (excluding that written in 8.3)

The Service Provider cannot be held responsible for a breach of any sort of a user or member, and in particular, of the Beneficiary. The Beneficiary is answerable to all damages caused by himself, his associates or any other person who is in the Centre upon his express or implicit invitation, in particular agents or other persons present in the Centre due to a business relationship with the Partner.

The Service Provider declines all responsibility towards the Beneficiary due to loss or damage incurred by the Beneficiary, including without limitation, loss or alteration of clientele or profits, revenues, chances, data, shortfalls, loss of image, expenses, etc. during the present Contract, services provided and / or allocated Spaces.

The Service Provider declines all responsibility due to loss resulting from failure of a supplied service due to mechanical failure, strike, loss of the Supplier’s rights over the Space due to any other reason, unless it can be established that the Service Provider acted intentionally or negligently.

In any event, the Service Provider cannot be responsible for loss or damages incurred by the Beneficiary except if the Beneficiary gives prior written notification of damages incurred and proof of the Service Provider’s failure or negligence which would be the cause, and grant a reasonable delay that cannot be less than ten (10) calendar days to address the issue.

Only damages having a direct link with the execution of the present Contract will constitute a ground for liability on the part of the Service Provider, with the understanding that the financial responsibility of the Service Provider cannot, in any way be superior to the total amount of monies paid by the Beneficiary and collected by the Service Provider in the framework of the present Contract and covering the period during which the aforementioned responsibility took place.

 

Furthermore, in the case of Service failure as provided for in the Specific Conditions of the Contract, the Beneficiary should inform the Service Provider in writing and grant him a reasonable delay which cannot be inferior to ten (10) calendar days so that the Service Provider can rectify them.

The Service Provider commits to trying to find a / or several substitute Spaces adapted to the Beneficiary within the Centre or in another NEXTDOOR / WOJO Centre.

If however, the Service Provider was permanently incapacitated to supply Services and Spaces as provisioned for in the Specific Conditions, the Contract would end without compensation and the Beneficiary would be held to pay the services up to the date of interruption. The fees for additional services used by the Beneficiary up to this date or after the interruption will remain due in their entirety.

 

Art. 10: Security Deposit

The security deposit amount, where applicable, will be owed by the Beneficiary and fixed in the Specific Conditions.

The Beneficiary must pay the security deposit excluding VAT and the first due date for Services including VAT at the date the present Contract is concluded. The security deposit will be conserved by the Service Provider, without gaining any interest for the Beneficiary under the terms of the present Contract.

The security deposit or the remaining balance after costs relating to restoration, costs of continuity of Service for the Beneficiary and all other costs owed to the Service Provider, will be returned to the Beneficiary after payment by the latter of the outstanding balance in a delay of 90 days from the exit inventory.

The Service Provider could request the Beneficiary make a greater advance payment if the contract implementation fees exceed the security deposit (due to specifications transmitted by the beneficiary). The Service Provider could also request during Contract execution an advance as a precautionary measure if the Beneficiary frequently fails in his obligation to pay on time.

In the case of the Client’s insolvency proceedings, the security deposit are acquired by the Service Provider and serve as compensation for monies due the day of the opening of insolvency proceedings.

 

Art. 11: Contract transferral

Unless there is exceptional authorisation mentioned in the Specific Conditions or resulting from a contract amendment, the Beneficiary can, under no circumstances, assign or transfer to whoever, in whatever form, with or without payment, the benefits of the present Contract or give access to the Space to a third party.

However, the Beneficiary declares accepting that the Service Provider may transfer or assign the whole of the rights and obligations included in this Contract to a third party, in the measure where the transfer would not have consequences on the supply of Services to the Beneficiary. It is also expressly agreed that no change in the legal form of the Service Provider’s company, in particular, mergers, takeovers or changes in the capital, can affect the continuation of the present Contract.

The Service Provider cannot refuse without grounds for doing so, to consent to the assignation of the Contract to a parent company, a subsidiary or an affiliate company of the Beneficiary, on the condition that the Beneficiary and the assignee fill in the Service Provider’s contract assignment form, namely that the assignee takes on all the Beneficiary’s obligations without releasing the latter.

 

Art. 12: Confidentiality, French data protection act

Art. 12.1 – Confidentiality of membership number and secret code

The membership number is allocated to the Beneficiary and membership cards to associates at the time of subscription. They are strictly reserved to the holder, they are personal and confidential and will be requested for accessing the subscription file and the Beneficiary’s and associate’s individual-related information or for simply gaining access to the Centre. It is therefore up to the Beneficiary and his associates to conserve the membership number confidential and where appropriate, the secret code (or associated password) as well as all documents relating to the aforementioned membership cards and numbers. The Beneficiary takes sole responsibility for the confidentiality and use of the membership card.

The Beneficiary will not allow Third parties to access Spaces and/or his internet account on the wojo.com website, using his membership number. The Beneficiary takes sole responsibility concerning all data connections and transmissions made using his personal passwords.

The membership numbers and passwords can only be used for accessing Services and the customer account on the internet site www.wojo.com in order to guarantee data security.

In the case of loss or theft or unauthorised use (suspected or recognised) of a membership number, password or membership card, a security loophole or breach (suspected or recognised), concerning the voluntary or involuntary communication, loss or misuse of membership number, password or membership card, the Beneficiary and/ or his associates will inform in writing without delay by email to contact@nextdoor.fr, contact@nextdoor.fr, the Service Provider so as the latter may proceed in deactivating the membership card and / or take all necessary measures in view of rectifying the security breach.

In any event, the Beneficiary and / or his associates will be solely responsible for the use of the card and information which are associated with it as well as the resulting consequences.

The Beneficiary commits to passing on the obligations laid down in the current article regarding all individuals to whom the Beneficiary shall provide services as referred to in the Contract, in particular, associates, service providers and clients or final users (Third Beneficiaries). The Beneficiary further guarantees compliance of all obligations provided for in the present clause by Third Beneficiaries.

The Service Provider is nonetheless, liable to the same confidential duty concerning data.

 

Art. 12.2 – Information Confidentiality

The Contract clauses are confidential. The Service Provider and the Beneficiary refrain from divulging information externally, without prior consent from the other Party, unless the law or an official authority compels them to do so. This obligation remains after the end of the Contract.

The Parties commit to treating as confidential, all information of which they have knowledge within the framework of their relationship (data concerning an activity, marketing information), with the exception of public domain content. Failure to meet with the Confidentiality clause will give to one or the other parties the capacity to end unilaterally the present Contract in the conditions provided for in article 6, without prejudice to the right to compensation.

Moreover, the Beneficiary commits to considering and treating all information concerning the Service Provider’s activities and any other individual persons or companies with an activity in the Centre, of which he may have knowledge, written or oral, during the whole execution of the Contract, as confidential. In particular, the Beneficiary commits to never consulting documents stored in the Space by a third party unless having been expressly asked to do so by the owner.

The Beneficiary commits to never divulging any information. This Confidentiality obligation will apply during the whole Contract and will extend after termination, whatever the motive of termination, for a period of two (2) years.

Art. 12.3 – French data protection act

Data of a personal nature collected by NEXTDOOR / WOJO in the framework of Contract signature and its execution, in particular when the Beneficiary, associates and Third Beneficiaries sign up on line or not, including last name, first name, date of birth, email address, telephone number, or when information concerning the name, home address, phone number of the Beneficiary’s legal representative as well as any information, data or content supplied or generated by the Beneficiary in the customer account section on www.my-nextdoor.fr or www.wojo.com, are subject to automated IT processing necessary for supplying Services subscribed to by the Beneficiary for the benefit of Third Beneficiaries, in particular his associates or final users.

They are collected, saved in the Service Provider’s database who is responsible for their processing and updates, consulted and used for gaining access to the Beneficiary’s and Third Beneficiaries’ Centre and to all associated services, to allow for managing, processing and follow up of all Beneficiaries, associates and Third Beneficiaries, of their accounts, allowing the Service Provider to contact Beneficiaries and associates, analyse the Beneficiaries needs in accordance with the Service Provider’s Company Object, as well as, where appropriate, allowing information, namely of a marketing nature from Nextdoor / Wojo, to be sent out, informing of Service updates, newsletters, new offers, news, etc. Failure to collect personal data, NEXTDOOR / WOJO cannot ensure the successful execution of these purposes and certain Services may be inaccessible.

 

This data is likely to be transmitted to third parties, such as Nextdoor’s IT service providers in order to optimise management tools.

 

According to the civil liberties and the electronic storage and retrieval of information law n° 78-17 of 6 January 1978 and the European Data Protection Regulations (DPRG), each private individual whose data is processed, according to data which is stored, has the right to:

-       d’ Access information;

-       d’ modify information;

-       d’ delete and remove information;

-       request a limitation in data processing;

-       refuse, for legitimate reasons, that the personal data concerning him is not processed, or without motive, that the data be used for marketing purposes;

-       Data portability;

-       define directives concerning data of a personal nature upon death of the individual;

-       open a claim with a controlling authority, for France CNIL,

that the individual, may, at any time, by letter, sent to NEXTDOOR, Service Adhérents, 3, boulevard Gallieni 92130 ISSY-LES-MOULINEAUX, indicating surname, name and address. This information being strictly personal, solely the individual concerned can make a request and only on proof of his identity.

It is however specified that where the concerned individual requests deletion of his data or opposes to data being collected, this will cause, de facto, the impossibility for NEXTDOOR / WOJO to ensure le requested Services and the present Contract, for which personal data is necessary for its execution, may cease.

Personal data will be kept for a period of three years from the first of these two dates: the last positive contact with the Beneficiary or to a lesser extent with an associate or a final user or at the end of their designation as a Third Party Beneficiary.

 

The Service Provider informs the Beneficiary that the corridors, common areas and the immediate surroundings of the centre are subject to video surveillance and that the Beneficiary’s associates will be filmed for safety and security, which is accepted and agreed upon by the Beneficiary and its associates; These videos are managed in accordance with the rules set forth and especially adopted by the CNIL. The arrangements for exercising rights of access, rectification and opposition, concerning this process are the same as the mentioned above. The images will be held for a period of one (1) month from the date of recording.

The aforementioned personal data is conserved by the Service Provider in reasonable security conditions. The Service Provider will make the best possible effort to preserve the security of personal data, in particular, prevent them from being deformed, damaged or available to unauthorized third parties.

To find out more, you may consult your rights on the CNIL website https://www.cnil.fr/fr/comprendre-vos-droits>.

 

The Service Provider is authorised to communicate personal data when this information is requested following a court or administrative order or when communication of the afore mentioned data is necessary for the Service Provider to defend himself in the case of a court or administrative procedure.

 

Art. 13: Miscellaneous Provisions

The NEXTDOOR Contract consists of Specific Conditions, General Conditions which describe the spaces and all services provided to the Beneficiary, the Centre’s Internal Regulations and the Tariff Guide. These documents form an indivisible whole and the entirety of the agreement between Parties regarding its object and purpose and replacing and cancelling all other declarations, negotiations, obligations, oral or written communications, prior oral or written assumptions and agreements between parties relative to the object covered by the contract.

In the case of contradiction between one of the article provisions in the General Conditions and the Specific Conditions’ Articles, the Specific conditions’ article provisions will prevail.

The fact that one of the Parties has not requested the application of a particular clause in the Contract, whether it be permanent or temporary, shall not in any circumstances be considered as a waiver of the rights of that Party arising out of that clause, nor as an exemption.

If all or part of a Contract stipulation is judged illegal, invalid or unenforceable, the stipulation will apply with the minimum modifications necessary to make it legal, valid and enforceable. The Parties should do all that is in their power to come to an agreement on a new legal, valid and enforceable stipulation, similar in substance in order to replace the illegal, invalid, unenforceable stipulation.

 

The Beneficiaries will pay their own expenses (logistic, administrative, legal or of any kind) necessary for the implementation, enforcement and of all other issues concerning renewal of this Contract.

The Parties will act at all times independantly from one another and no Contract condition can be interpreted as creating a subsidiary or joint company or de facto company between Parties. None of the Parties can claim Contract conditions for creating any subsidiary or joint company or de facto company between Parties. No Party may claim Contract conditions, in any manner, as agent, representative or officer for the other Party regarding third parties beyond contractual conditions.

The Parties declare undertaking, for their own concerns, during the whole duration of the Contract, the risk that an unforeseen change of circumstance during the conclusion of the contract and hereby waive their right to invoke Article 1195 of the Civil code in such a case.

 

Art. 15 : Applicable law - Jurisdiction

The Contract, in its conclusion as well as its interpretation and effects, is governed under French Law. If one of the terms of the General Conditions is declared invalid or unenforceable under national legislation in force at the time, the aforementioned invalidity or unenforceability shall not be construed as having an effect on the validity of the other provisions in the Contract.

Any litigation which may occur between the Parties during the delivery of the Contract and that cannot be negotiated will be taken before the tribunal de Paris (Paris Court).

 

Art. 16: Election of domicile

The Parties elect domicile at their respective addresses for exclusive jurisdiction and full intent and meaning of this and all other acts as indicated in the Specific Sales Conditions

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