GENERAL TERMS AND CONDITIONS OF SALE FOR OFFICE SPACE – PAY-AS-YOU-GO OFFER

THESE GENERAL TERMS AND CONDITIONS OF SALE DEFINE THE CONDITIONS UNDER WHICH THE COMPANY WOJO (THE “PROVIDER” OR “WOJO“) PROVIDES THE SERVICE DESCRIBED BELOW (THE “PAY-AS-YOU-GO OFFER“) TO A PROFESSIONAL CLIENT (THE “CLIENT” OR “BENEFICIARY“) WHO REQUESTS SAID SERVICE.

THE STATUS OF BENEFICIARY UNDER THESE GENERAL TERMS AND CONDITIONS OF SALE COVERS THE FOLLOWING FOUR (4) CASES:

  • BENEFICIARIES WHO HAVE SIGNED A “PRIVATE AND/OR COWORKING OFFICE” SERVICE CONTRACT WITH WOJO FOR NON-DAILY WORKSPACES AT ONE OF THE WOJO CENTRES[1] (THE “WOJO MEMBER BENEFICIARY“);
  • BENEFICIARIES WHO HAVE TAKEN OUT A SUBSCRIPTION AT ONE OF THE WOJO CORNER OR WOJO SPOT THIRD PLACES[2] (THE “THIRD-PLACE BENEFICIARY“);
  • BENEFICIARIES WHO HAVE SIGNED A SERVICE CONTRACT WITH WOJO AS PART OF THE WORKSPITALITY OFFER[3] (THE “WORKSPITALITY BENEFICIARY“);
  • BENEFICIARIES WHO HAVE NOT SIGNED A CONTRACT OR TAKEN OUT A SUBSCRIPTION AS REFERRED TO IN SECTIONS (I) TO (III) ABOVE (THE “EXTERNAL BENEFICIARY“).

BENEFICIARIES ARE PARTIES OF THESE GENERAL TERMS AND CONDITIONS AS PROFESSIONAL USERS AND INTEND TO USE THE SERVICES IN THE CONTEXT OF AND FOR THEIR PROFESSIONAL ACTIVITY ONLY.

THESE GENERAL TERMS AND CONDITIONS FORM AN INDIVISIBLE WHOLE WITH THE APPENDIX TITLED “PROTECTION OF PERSONAL DATA” AND THE “INTERNAL REGULATIONS OF THE CENTRE OR SPACES” AND/OR, WHERE APPLICABLE, THE “INTERNAL REGULATIONS OF THE BUILDING” AND/OR, WHERE APPLICABLE, THE “INTERNAL REGULATIONS OF THE ESTABLISHMENT” (HEREINAFTER, THE “CONTRACT“) AVAILABLE ON THE WEBSITE AT HTTPS://WWW.WOJO.COM/ OR AT THE RECEPTION OF THE ESTABLISHMENT OR, AS REGARDS THE INTERNAL REGULATIONS OF THE ESTABLISHMENT SHOWN BY SIGNAGE.

THE CONTRACT IS A SERVICE CONTRACT FOR THE PROVISION OF WORKSPACES AND DOES NOT CONSTITUTE ANY KIND OF RENT OR LEASE; NOR DOES IT CONFER TO THE CLIENT ANY PROPERTY, COMMERCIAL OR OTHER RIGHTS OVER THE SPACES.

MEETING ROOMS AT ESTABLISHMENTS COVERED BY THE PAY-AS-YOU-GO OFFER (EXCLUDING WOJO CENTRES) ARE SUBJECT TO THESE GENERAL TERMS AND CONDITIONS, AS WELL AS THE ESTABLISHMENTS’ OWN GENERAL TERMS AND CONDITIONS OF SALE FOR THIS PRODUCT INSOFAR AS THEY ARE COMPATIBLE. IN CASE OF CONTRADICTION, THESE GENERAL TERMS AND CONDITIONS SHALL PREVAIL.

Clause 1: Purpose of the Contract

Clause 1.1 Nature of the service sold

As part of its business hosting activity, Wojo provides its Clients, for a fee, with private offices and coworking office spaces (“coworking“) with a range of professional and business services, as well as meeting rooms for collaborative workshops, meetings, videoconferences and training sessions (hereinafter, the “Services“).

Clause 1.2 Status of the Space provided by Wojo

The space or spaces chosen by the Beneficiary as described in the Order (as defined below) and made available to it  (hereinafter, the “Space” or “Spaces“) remain under the exclusive control, according to each case, of (i) the Service Provider, who is the sole leaseholder of the centre in which the Spaces are made available (hereinafter, the “Centre“) under a commercial lease authorising the provision of the Spaces to the Service Provider’s Clients or (ii) the Establishment as part of the Workspitality, Wojo Spots and Wojo Corners offers.

The Beneficiary declares that he/she is fully aware and acknowledges that the Space made available by the Service Provider is indivisible from the Centre (or the Establishment for the Workspitality Beneficiary) and that the Beneficiary has no direct right over the said Space.

Clause 1.3 Purpose of the Centre and Spaces

The Beneficiary shall occupy the Spaces peacefully and is only authorised to operate at the Centre or Establishment in question (including the Spaces) for its professional activity, and to use the Space only as an office/meeting room/shared workspace, exclusively under the business name stated in the Order (as defined below), where this excludes all and any private activities, industrial or craft production operations or any use for residential purposes.

If its activity so requires, the Beneficiary shall be personally responsible for obtaining any permits or authorisations or doing all communications necessary for the operation of its activity.

The Beneficiary has access to the Space for use as an office and/or meeting room and/or shared workspace, where this excludes all and any other use, which the Beneficiary acknowledges and guarantees. No other use will be tolerated. In this context, the Beneficiary is also prohibited from using the Space as a domicile, unless it has signed a specific contract with the Service Provider for said purpose (applicable exclusively at the Centres).

It is specified that the use of a Space to provide “retail services” or “medical services” involving frequent visits by outsiders to the Centre or Establishment concerned and the provision of means of payment to such outsiders at the Centre or Establishment is strictly prohibited.

The Beneficiary must not engage in activities at the Centre or Establishment that compete with the Service Provider’s business, in particular the provision of furnished and equipped offices and/or meeting room(s) and/or shared workspace(s) and all associated services such as, for example, catering and the provision of domiciliation services.

The Beneficiary expressly acknowledges and accepts that the Contract shall not be considered as or confer upon him/her any of the rights that may result from a:

  • lease contract, including commercial, professional, long lease and tenancy-at will agreements.
  • sub-lease contract.
  • right of ownership over the Space, including a right of compensation for clientele in any business.

Clause 2: Description of the Service

Clause 2.1 Availability of the Space

The Pay-As-You-Go offer allows the Beneficiary to use a Space by the hour, half-day or day and gain access to it with a temporary badge given at the reception of the Centre or Establishment in question (except for Wojo Member Beneficiaries who already have a personal badge). The Space is booked in advance online on the Wojo Platform (hereinafter, the “Order“). The Service Provider shall confirm the booking by email within 48 hours for the Order to be considered valid and the booking to be confirmed.

If the reserved Space is unavailable, the Service Provider will look for a space at the Centre or another Centre located within a radius of 4 km or at the Establishment, ensuring that said alternative Space is at least equivalent to the Space initially referenced in the Order, and may offer it to the Beneficiary. If no alternative solution is found that corresponds to the functional characteristics of the initial Order no later than 48 (forty-eight) hours before the date of execution of the Service agreed in the Order, the Order will be cancelled, and the Service Provider will reimburse the Beneficiary within seven (7) to ten (10) days following the cancellation.

When the Space is made available, the Beneficiary is obliged to check that it corresponds to the booking. If no complaint is made when the Space is made available, no subsequent complaint will be accepted.

After the provision of the Service on the date and at the times specified in the Order, the Beneficiary must leave the allocated Space and the Centre no later than closing time if the Beneficiary has a temporary badge.

If the Beneficiary has not subscribed any of Wojo’s Services that confer a personal membership badge, the Beneficiary, or each person it designates (hereinafter, “Authorised Person“) will be given a temporary access badge. This badge is exclusive, non-transferable, and non-assignable.

The Beneficiary is obliged to inform the Centre team when it invites anyone other than an Authorised Person to the Centre so that he/she can be identified at reception. These visitors may only be welcomed, at the Centre or the Establishment concerned and/or the Spaces, in the presence of the Beneficiary.

Clause 2.2 Computer networks

The Service Provider provides the Beneficiary with the service levels and Internet access guarantees described in the Internal Regulations of the Centre or Spaces or the Establishment and/or Building, where applicable (jointly, the “Internal Regulations“).

Clause 2.3 Provision of logistical and office services

The Beneficiary authorises the Service Provider’s and/or Establishment’s staff (and their contractors, where applicable) to always gain access to the Space made available for the Services as agreed by the Service Provider (including, in particular, housekeeping, cleaning, maintenance, electrical tests or repair or renovation works other than routine inspections). The Service Provider will follow the security procedures referred to in the Internal Regulations to protect the confidentiality of the Beneficiary’s activities.

The Service Provider shall use its best efforts not to disturb the Beneficiary when accessing the Space.

The Beneficiary may not install cables, specific computer equipment (other than a laptop or desktop computer), a personal printer, mobile computer peripherals or telecommunication connections, nor carry out video filming without the Service Provider’s prior written consent, where the latter reserves the right to refuse installation or to have it carried out by its subcontractor at its own discretion. The same applies to any non-office equipment or household appliances.

Clause 2.4 Provision of à-la-carte services

The Service Provider offers a cafeteria and catering service at each of its Centres during the opening hours specified on site, the prices of which are available at the Centre itself.

Depending on the Centre, the Service Provider also offers the Beneficiary the possibility of reserving car and/or motorcycle parking spaces for the day, the rates of which are available at the corresponding Centre.

The Establishment offers Workspitality and Third-Place Beneficiaries additional services during the opening hours specified on site (e.g. catering, concierge services, etc.), the rates, services, conditions and availability of which are available at the Establishment itself. If Workspitality and Third-Place Beneficiaries subscribe to said services, a separate contract must be signed directly between the Beneficiary and the Establishment.

Clause 3: Bookings

The Service may only be booked (the “Booking“) online at https://www.wojo.com/ or via the Wojo mobile application (the “Wojo Platform“).

These General Terms and Conditions of Sale must be expressly accepted by the Beneficiary on the Wojo Platform at the time of the Order and shall always remain accessible in the Client Area of the Wojo Platform.

Clause 4: Booking date and Order cancellation

The date for when the Space is booked is as indicated in the online Order. The Booking cannot be changed, only cancelled.

Only requests for booking cancellations made on the Wojo Platform will be considered.

In the event of cancellation of the Order less than 48 hours before the date of the Booking agreed in the Order or failure of the Beneficiary to appear on the date indicated in the Order, shall not prevent the full price given in the Order to remain due.

In the event of cancellation more than 48 hours before the date of the Booking agreed in the Order, the Service Provider will refund the Beneficiary the total price indicated on the Order within seven (7) to ten (10) days after the cancellation date.

Clause 5: Terms of payment and late payment Penalties

The price of the Services and the terms of payment are displayed while placing the online Order on the Wojo Platform. The prices indicated are closed and final on the day of the Order and are indicated exclusive of tax unless otherwise stated.

The price must be paid by the External Beneficiary and the Third-Place Beneficiary online by bank transfer or credit card when placing the Order.

Except for meeting rooms and depending on the Beneficiary’s status, the rates of the Services displayed on the Wojo Platform may be subject to a discount.

In any case, in the event of non-compliance with these General Terms and Conditions of Sale or repeated late payment of amounts due by the Beneficiaries, the Service Provider reserves the right to suspend any discounts, promotions or offers initially granted, without prior notice.

As an alternative, the price may be paid by the Wojo Member Beneficiary and the Workspitality Beneficiary on the Wojo Platform when placing the Booking or following receipt of an invoice sent at the end of the month after an estimate issued by the Centre or Establishment’s staff.

The Service Provider reduces the environmental impact of its activities and encourages its clients to adopt the same policy. For this reason, the Service Provider will send all its invoices in electronic format (in compliance with regulations) and the Wojo Member Beneficiary (or Workspitality Beneficiary) will make payments automatically by direct debit, bank transfer or credit card. If they have not been paid in full by the Beneficiary on departure from the Centre or the Establishment, all sums payable by the said Beneficiary under the terms of the Contract may be requested or recovered by the other centres of the Wojo network at which the Beneficiary may wish to hire a Space.

Invoices not paid by the Wojo Member Beneficiary or the Workspitality Beneficiary on the due date shall automatically accrue interest at a rate equal to three times the legal interest and shall give rise, in application of Law 3/2004 of 29 December 2012, on combating late payments in commercial transactions, to an additional non-discharging flat-rate penalty of 40 euros.

For any dispute concerning all or part of an invoice to be taken into consideration, the Wojo Member Beneficiary or the Workspitality Beneficiary must notify the Service Provider within five (5) working days of the date of issue. After this period, invoices will be deemed accepted by the Wojo Member Beneficiary or the Workspitality Beneficiary, as applicable. In the event of a dispute, the Wojo Member Beneficiary or Workspitality Beneficiary undertakes to pay the undisputed amount of the invoice without delay.

In the event of non-payment of the sums due to the Service Provider by the Wojo Member Beneficiary or the Workspitality Beneficiary, the Service Provider reserves the right to suspend access to the Spaces and the benefit of the Services provided for in the Contract (by deactivating access on the said Beneficiary’s membership card and those of all Authorised Persons).

This period of suspension will end as soon as the Service Provider receives full payment of all sums due under the Contract from the Wojo Member Beneficiary or the Workspitality Beneficiary (including any penalties and/or damages due to the Service Provider).

Clause 6: The Parties’ obligations and responsibilities

Clause 6.1 The Beneficiary’s obligations

Clause 6.1.1 Obligations relating to the use of the Space

Under the terms and conditions laid down in the Contract, the Beneficiary undertakes to meet all its contractual obligations and, in particular:

  • not to use the address of the Centre or the Establishment as its registered office or place of business or as a place to receive mail in the context of the Pay-As-You-Go offer;
  • not to engage in any mechanical activity in the Space, not to cook in the Space, not to use or permit the use of petroleum-based fuels, gasoline or paraffin for heating or lighting in the Space;
  • not to use the Space provided for the manufacture and/or storage of goods unless such storage is only the result of a main office activity and subject to prior agreement with the Establishment or Centre concerned;
  • not to use the name Wojo or that of the Establishment, if any, in any way whatsoever in the context of its business without prior consent in writing;
  • to keep the Service Provider informed of any changes in the identities and number of Authorised Persons;
  • not to alter, renovate or decorate the Space;
  • to take out an insurance policy in accordance with Clausev7 below;
  • to pay the amounts due to Wojo in accordance with Clause 5 hereof;
  • to use the Spaces and common areas of the Centre or Establishment concerned (in particular, the equipment, accessories, installations and furniture made available) in a professional capacity only and in accordance with the Internal Regulations and the health and safety instructions and guidelines of the Centre or Establishment;
  • to avoid any noxious noise or odours at the Centre or the Establishment concerned and, in general, not to behave aggressively, indecently or contrary to morals and good customs, and to respect and take account of the presence of other clients at the Centre or Establishment;
  • not to smoke at the Centre or Establishment, except in authorised areas;
  • to return the allocated Space in good condition;
  • not to use or transport any illegal, dangerous, explosive or flammable products, in particular dangerous gases or liquids or firearms, at the Centre or Establishment concerned;
  • not to bring animals into the Centre or Establishment concerned, except with prior agreement and except for animals used to assist disabled persons, which may only be used for such assistance;
  • not to install any kind of additional locks or bolts on the doors, storage units or windows of the Space provided, or make alterations to existing locks or mechanisms;
  • not to carry out canvassing, soliciting or door-to-door sales at the Centre or the Establishment concerned; and
  • not to engage in any type of verbal or physical harassment or abuse vis-à-vis members of the Service Provider’s team and staff at the Centre or Establishment concerned, other Beneficiaries or clients of the Service Provider or their guests for any reason whatsoever.

All entry badges, keys and cards that the relevant Service Provider or Establishment allows the Beneficiary to use will remain at all times the property of the Service Provider or Establishment in question, as applicable. The Beneficiary must not make copies or allow anyone to use them without the prior written consent of the Service Provider. Any loss must be reported immediately to the Service Provider, or the relevant Establishment and the Beneficiary must pay a fee for the replacement of the keys/cards/access badges and locks, where applicable, as deemed necessary by the Service Provider. This rule is necessary to ensure the safety and security of the Centre or Establishment in which the Space is located. If the Beneficiary is authorised to use the Space outside the hours during which the Centre’s or Establishment’s team is in attendance, it is the Beneficiary’s responsibility, on leaving, to lock the doors of its offices, where applicable, and those of the Space itself.

Access to the Spaces is regulated and assumes strict compliance by the Beneficiary with the Internal Regulations, which he/she acknowledges having read before agreeing to these General Terms and Conditions of Sale.

The Space is a workspace and/or meeting room governed by applicable conventions and laws and subject to the health and safety rules applicable to companies and/or establishments open to the public.

The Beneficiary also undertakes to always comply in all circumstances and with the instructions for good conduct, health and safety communicated to him/her by the staff of the Centre or the Establishment concerned and, where appropriate, reminded on posters, notices or commercial documents given to the Beneficiary.

On the Beneficiary’s departure, the Space must be restored to the state in which it was when it entered the Space. In the event of visible damage when entering the Space, it is the Beneficiary’s responsibility to inform the Service Provider. Should the Beneficiary fail to do so, the Beneficiary shall be liable for payment of the costs of restoring the Space, which may be charged to the Beneficiary by the Service Provider upon presentation of the invoices for the said restoration.

The Beneficiary undertakes to reimburse the Service Provider for all the above-mentioned costs within a maximum of 25 days from the date on which the Beneficiary receives the corresponding invoices.

If the Beneficiary leaves goods, belongings or equipment at the Centre or Establishment and fails to collect them within 8 (eight) calendar days of the corresponding notification, the Service Provider is entitled to dispose of them as it chooses and at the Beneficiary’s expense.

If the Beneficiary continues to use the Space after the end of the Contract, the Beneficiary shall be liable for any loss, action or liability incurred by the Service Provider because of the Beneficiary’s failure to leave the Space free at the end of the Contract. Furthermore and without prejudice to the Service Provider’s right to have the Beneficiary removed from the Space and to any additional damages, should the Beneficiary use the Space beyond the date of termination of the Contract (for whatever reason), the Beneficiary shall be liable to a lump-sum compensation equal to 1.2 times the price of the Space in force on the date of termination of the Contract, calculated on a pro rata basis for the number of days of undue occupation of the Space.

Clause 6.1.2 Obligations regarding the use of computer networks

The Beneficiary acknowledges that the Service Provider is merely a channel for the Beneficiary’s Internet transmissions, just like an Internet operator, and that the Service Provider declines all liability for the content transmitted by the Beneficiary.

The Service Provider’s Internet service may be used only in accordance with applicable laws and regulations. The Beneficiary undertakes to ensure the basic security and protection of its systems against viruses to prevent any use by others that does not comply with the Contract.

The Beneficiary is not allowed to breach systems or network security. The Service Provider’s Internet service may not be used to make successful or unsuccessful attempts to breach the security of a network, service, or any other system. The Service Provider reserves the right to suspend Internet access upon receipt of notice of such abuse from an Internet authority or Internet service provider. The Service Provider may disconnect the Beneficiary’s equipment and suspend services if it considers that the Beneficiary’s hardware or software is, or becomes, unsuitable for connecting to the Service Provider’s network.

The Service Provider’s Internet services are only available in the Space, and the Beneficiary is not allowed to set up links between the Service Provider’s network and any other network or telecommunication service without the Service Provider’s consent. The Beneficiary undertakes not to use its own wireless access points.

The Service Provider does not provide any level service contract to the Beneficiary regarding the provision or loss of service in the context of its Internet services. The Service Provider shall not be liable for any consequential damages, including business interruption, resulting from the loss of service or degradation of connectivity/access to the Internet under the Contract, even if the other Party has been informed of the possibility of such damages. This provision shall apply as provided for in law irrespective of the negligence or fault of either Party.

Clause 6.2 The Service Provider’s obligations

Under the conditions set out in the Contract, the Service Provider undertakes to comply with all its contractual obligations and to provide the Beneficiary with access to the Space and/or the Services ordered or equivalent.

The Service Provider hereby guarantees that the Services will be provided in compliance with applicable regulations.

The Service Provider declares that it holds the rights and authorisations to enter the Contract and provide the Services covered by the Contract.

Clause 6.3 Penalties and liability of the Parties

Should the Beneficiary enter breach of the rules and practices referred to in Clause 6.1 above, and without prejudice to any recourse the Service Provider may have for compensation for damages, the Service Provider reserves the right to take any useful measure to ensure that the Beneficiary complies with the aforementioned rules and, in particular, to exclude the Beneficiary in breach thereof from the Space.

The Beneficiary is liable for any damage it causes or that is caused by its Authorised Persons, employees or any person present at the Centre or the Establishment with its express or implied permission or invitation, in particular all partners, agents or other persons present at the Centre or Establishment because of a business relationship with the Beneficiary.

The Service Provider may only be held liable for losses directly related to the performance of this Contract, where the financial consequences of the Service Provider’s liability may in no case exceed the total amount of the sums paid by the Beneficiary and collected by the Service Provider in connection with the performance of the Contract.

Clause 7: Insurance

7.1 Beneficiary’s insurance

The Beneficiary shall be responsible for insuring the goods it brings into the Space and for covering its own civil liability towards its employees and third parties.

The Beneficiary is responsible for the material it stores in the Space, and the Service Provider declines all liability for any theft in the Space.

7.2 Service Provider’s insurance

The Service Provider holds insurance policies covering its civil and professional liability and, on request from the Beneficiary, is in a position to provide insurance certificates for the coverage of the said risks and their amount. The Service Provider undertakes to maintain such insurance policies in force throughout the duration of its contractual obligations.

The fact that the Service Provider has insurance as described above does not release it from its responsibilities, in particular for damage it causes that is not covered by its insurance or damage in excess of the amounts guaranteed by its insurance.

7.3 Waiver of recourse (excluding Workspitality offer)

The provisions of this Clause 7.3 do not apply to Contracts signed under the Workspitality offer or under the Wojo Spots and Wojo Corners offers.

The owner of the building, with whom the Service Provider is contractually bound by commercial lease, insures the building and all fixtures and fittings with which the building of the Centre is equipped.

As part of its agreement with the Service Provider, the owner-lessor and its insurers have waived all recourse against the Service Provider, all Beneficiaries and their insurers for any damage suffered in the building. Similarly, the Service Provider and its insurers have waived all recourse against the owner, all Beneficiaries, and their insurers.

Consequently, the Beneficiary undertakes to waive all recourse against the Service Provider, the owner, all other Beneficiaries, and their insurers. He/she undertakes to obtain the same waiver of recourse from its insurers.

Clause 8: Changes to the General Terms and Conditions of Sale

The Service Provider reserves the right to modify or update these Terms and Conditions at any time without notice and without liability.

The General Terms and Conditions applicable to the Contract are those in force on the date of the Order.

Clause 9: Privacy and personal data

Clause 9.1 Confidentiality of information

The terms and conditions of the Contract are confidential. The Service Provider and the Beneficiary shall refrain from disclosing them to third parties without the prior consent of the other Party, unless compelled to do so by law or an official authority. This obligation shall remain in place after termination of the Contract.

The Parties undertake to treat as confidential all the information of which they may become aware in the context of their relationship (business data, commercial information, etc.), with the exception of information in the public domain. Any breach of this confidentiality clause may give rise to a claim for damages.

The Beneficiary also undertakes to consider and treat as confidential all information concerning the Service Provider’s business and other natural or legal persons working at the Space of which it may become aware in writing or verbally throughout the performance of the Contract. In particular, the Beneficiary undertakes never to consult the documents stored in the Space by a third party unless explicitly invited to do so by the owner.

For the duration of the Contract, the Beneficiary undertakes never to disclose any of this information. This obligation of confidentiality shall apply throughout the validity period of the Contract and shall continue for a period of six (6) months after termination thereof on whatsoever grounds.

Clause 9.2 Protection of personal data

The Parties undertake to comply with applicable laws and regulations on the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, amended Spanish Law 3/2018, known as “Organic Law for the Protection of Personal Data and guarantees of the digital rights”, and the related regulatory acts, in accordance with the conditions set out in the Appendix titled “Protection of personal data” of these General Terms and Conditions of Sale.

The Beneficiary undertakes to transmit the above-mentioned “Personal data protection” Appendix to all its employees working in the Spaces or benefiting from Wojo’s Services or benefits, by way of an information form.

Clause 10: Intellectual property

The Beneficiary undertakes not to reproduce, represent, adapt, or modify, in any way whatsoever, the distinctive signs of Wojo and/or the Establishment, in particular their trademark, trade name or logo (hereinafter the “Distinctive Signs”), without the express prior written authorisation of Wojo or the Establishment in question, as applicable. In any case, Wojo and the Establishment shall remain the owners of their respective intellectual property rights.

Clause 11: Miscellaneous provisions

These General Terms and Conditions are expressly approved and accepted by the Beneficiary, who declares and acknowledges its full knowledge thereof and, therefore, waives the right to rely on any agreed document, especially its own general terms and conditions, which may not be applied to the Service Provider, even if it has knowledge thereof.

The fact that one of the Parties has not required the permanent or temporary application of any clause of the Contract shall not be considered as a waiver of that Party’s rights under that clause.

If any provision of this Contract or any part thereof is held to be illegal, invalid, or unenforceable, the provision shall apply with such minimum modifications as may be necessary to make it legal, valid, and enforceable, without affecting the validity or enforceability of any other provision of the Contract. The Parties shall use their best endeavours to reach an agreement on a new, valid and enforceable legal provision that is substantially similar to the illegal, invalid or unenforceable provision to replace the latter.

The Parties shall always proceed independently of each other and no part of this Contract shall be construed as creating a hierarchical relationship between the Parties or as creating any subsidiary or joint venture or de facto company between the Parties. Neither Party may rely on the provisions of the Contract to claim, in any way whatsoever, the status of agent, representative or officer of the other Party, nor bind the other Party to third parties beyond the provisions of the Contract. Each Party shall carry on its business on its own account, at its own risk and profit and, as a result, shall assume all obligations on its own, without recourse against the other Party, in particular fiscal, social, administrative, contractual and non-contractual obligations arising therefrom.

Each Party shall pay its own costs (logistical, administrative, legal or of any other nature) as necessary for the establishment and performance of the Contract.

Where necessary, it is specified that, unless an exception is provided for in the Contract, each Party expressly accepts the use of electronic mail for all communications necessary or requested for the execution of the Contract or sent during the performance thereof. The data recorded in each Party’s computer system shall constitute proof of all transactions with the other Party.

Clause 12: Applicable law – Jurisdiction

The Contract is subject to Spanish law for the execution, interpretation, and effects thereof. Should any provision of the Contract be declared null and void or unenforceable under applicable law, such nullity or unenforceability shall not affect the validity of the remaining provisions of the Contract. Any dispute arising between the Parties in connection with this Contract shall be brought before the courts under the jurisdiction of the courts of Barcelona.

Clause 13: Address for service

The Service Provider chooses its registered office, and the Beneficiary chooses the personal address of its legal representative or its registered office as their addresses for notifications.

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APPENDIX Protection of personal data

 

The Parties undertake to comply with current laws and regulations on the processing of personal data (hereinafter the “Regulations“) and, in particular, regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter the “GDPR“), and as amended the Spanish Law 3/2018 on data protection and guarantee of digital acts.

Clause 1 – Definitions

In this appendix, the following terms are defined as follows in accordance with the GDPR and are used exclusively with said meanings.

Personal data: any information relating to an identified or identifiable natural person who can be identified, directly or indirectly, by reference to an identifier or to one or more factors specific to that person.

Data subject: the natural person to whom the data processed as personal data corresponds.

Controller: the entity which determines the purposes and means of the processing of personal data.

Processor: a natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.

Processing: any operation or set of operations which is performed on personal data, whether or not by automated means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise made available, alignment or combination, restriction, erasure or destruction.

Clause 2 – Identity of the data controller

Wojo is responsible for the processing of data for the purposes described in Clause 3 below.

Clause 3 – Purposes of processing personal data

Wojo collects information about the data subjects, as mentioned below, (i) directly from them; or indirectly (ii) through the Beneficiary; (iii) through the data subjects’ devices and their location, via cookies or other connection monitoring devices; (iv) through the data subjects’ use of Wojo Spaces and Services; (v) through other sources.

Wojo processes personal data for the purposes given below:

Purpose 1: Execution and management of the Contract, including the collection of data relating to the identity of the Beneficiary and the Beneficiary’s employees pursuant to Article 6.1b of the GDPR (performance of a contract or pre-contractual measures) or, pursuant to Article 6.1f of the GDPR (Wojo’s legitimate interests in internal administrative management) when it concerns data subjects who are not parties to the Contract (Beneficiary’s employees, etc.).

  • Categories of data subjects
  • Natural person Beneficiary
  • In the case of a legal person Beneficiary, natural person(s) representing the Beneficiary
  • Authorised Persons of the Beneficiary as defined in Clause 2.1 of these General Terms and Conditions of Sale
  • Authorised persons of the Beneficiary (accountant, etc.) trading with Wojo on the Beneficiary’s behalf
  • Categories of personal data processed
    • Civil status data:g. first name, surname
    • Identification data:g. Wojo membership card number, image of the person
    • Computer and Internet browsing data: e.g. IP address
    • Professional data: e.g. professional e-mail address, professional postal address, professional telephone number, standing/function
    • Economic and financial data: e.g. Beneficiary’s bank details
  • Categories of recipients of personal data
    • Wojo’s authorised internal services
    • processors or partners involved in the execution/management of the Contract (e.g. Wojo’s and the Beneficiary’s bank(s))
    • IT/telecommunications providers
    • if necessary, certain regulated professions (e.g. lawyers)

Purpose 2: Provision of the services set forth in the Contract (e.g. provision of offices, equipment and IT/telecommunication systems), excluding the services referred to in Purpose 3, pursuant to Article 6.1b of the GDPR (performance of a contract or pre-contractual measures) when the data subject is the Beneficiary, or pursuant to Article 6.1 f of the GDPR (Wojo’s legitimate interests in fulfilling its contractual obligations towards the Beneficiary) when it concerns data subjects who are not parties to the Contract (Beneficiary’s employees, etc.).

  • Categories of data subjects
  • Natural person Beneficiary
  • In the case of a legal person Beneficiary, natural person(s) representing the Beneficiary
  • Authorised Persons of the Beneficiary as defined in Clause 2.1 of the General Terms and Conditions of Sale
  • Authorised persons of the Beneficiary (accountant, etc.) trading with Wojo on the Beneficiary’s behalf
  • Natural person(s) invited to a Wojo Space by the Beneficiary (or by the Beneficiary’s employees)
  • Categories of personal data processed
    • Civil status data:g. first name, surname
    • Identification data:g. Wojo membership card number, image, vehicle registration number when using the Wojo Centre or Establishment car park
    • Computer and Internet browsing data: e.g. IP address
    • Professional data: e.g. professional e-mail address, professional postal address, professional telephone number, standing/function
    • Economic and financial data: e.g. Beneficiary’s bank details
    • Data on the use of Wojo Spaces and Services: e.g. office preferences, calendar of Spaces or rooms booked, communications via our Services
  • Categories of recipients of personal data
    • Wojo’s authorised internal services
    • IT/telecommunications providers
    • processors or partners involved in the execution/management of the Contract, or service providers (e.g. Wojo’s and the Beneficiary’s bank(s), online booking system, etc.)
    • if necessary, certain regulated professions (e.g. lawyers)

Purpose 3 (except domiciliation contract): Provision of services ancillary to the Contract that may be offered directly by Wojo to the Beneficiary (and the Beneficiary’s employees) in accordance with the Contract and pursuant to Article 6.1b of the GDPR (performance of a contract or pre-contractual measures), or pursuant to Article 6.1 f of the GDPR (Wojo’s legitimate interests in fulfilling its contractual obligations towards the Beneficiary) when it concerns data subjects who are not parties to the Contract (Beneficiary’s employees, etc.) (e.g. catering services, gym, exchange forum).

  • Categories of data subjects
  • Natural person Beneficiary
  • In the case of a legal person Beneficiary, natural person(s) representing the Beneficiary
  • Authorised Persons of the Beneficiary as defined in Clause 2.1 of these General Terms and Conditions of Sale
  • Authorised persons of the Beneficiary (accountant, etc.) trading with Wojo on the Beneficiary’s behalf
  • Natural person(s) invited to a Wojo Centre or an Establishment by the Beneficiary (or by the Beneficiary’s employees)
  • Categories of personal data processed
    • Civil status data:g. first name, surname
    • Identification data:g. Wojo membership card number, image of the person
    • Computer and Internet browsing data: e.g. IP address
    • Professional data: e.g. professional e-mail address, professional postal address, professional telephone number, standing/function
    • Economic and financial data: e.g. invoices, assets
    • Data on the use of Wojo Spaces and Services: e.g. office preferences, calendar of Spaces or rooms booked, communications via our Services
  • Categories of recipients of personal data
    • Wojo’s authorised internal services
    • IT/telecommunications providers
    • processors or partners involved in the execution/management of the Contract, or service providers (e.g. catering services, concierge services, gym, business services)
    • Wojo platform members
    • if necessary, certain regulated professions (e.g. lawyers)

Purpose 4: Management of the commercial relationship primarily pursuant to Article 6.1 a of the GDPR (consent of the data subject) and, secondarily, Article 6.1 f of the GDPR (legitimate interest of Wojo or a third party to carry out promotional, marketing or commercial operations on these services, to analyse the needs of the Beneficiaries or their employees in accordance with the corporate purpose of Wojo) (e.g. subscription to Wojo newsletters, marketing, targeted advertising, statistics).

  • Categories of data subjects
    • Natural person Beneficiary
    • In the case of a legal person Beneficiary, natural person(s) representing the Beneficiary
    • Authorised Persons of the Beneficiary as defined in Clause 2.1 of these General Terms and Conditions of Sale
    • Authorised persons of the Beneficiary (accountant, etc.) trading with Wojo on the Beneficiary’s behalf
    • Natural person(s) invited to a Wojo Centre or an Establishment by the Beneficiary (or by the Beneficiary’s employees)
  • Categories of personal data processed
    • Civil status data:g. first name, surname
    • Identification data:g. Wojo membership card number, image of the person (optional)
    • Computer and Internet browsing data: e.g. IP address
    • Professional data: e.g. professional e-mail address, professional postal address, professional telephone number, standing/function
    • Data on the use of Wojo Spaces and Services: e.g. office preferences, calendar of Spaces or rooms booked, communications via our Services
  • Categories of recipients of personal data
    • Wojo’s authorised internal services
    • IT/telecommunications providers
    • processors or partners involved in the execution/management of the Contract
    • service providers (e.g. emailing solutions, gym, surveys, etc.) or third-party advertising partners
    • if necessary, certain regulated professions (e.g. lawyers)

Purpose 5: Security of persons, premises, information systems and property (e.g. badge system) pursuant primarily to Article 6.1b of the GDPR (performance of a contract or pre-contractual measures) and, secondarily, Article 6.1f of the GDPR (controller’s legitimate interest in ensuring the security of persons, information systems and property on its premises), excluding video surveillance (see below).

  • Categories of data subjects
    • Natural person Beneficiary
    • In the case of a legal person Beneficiary, natural person(s) representing the Beneficiary
    • Authorised Persons of the Beneficiary as defined in Clause 2.1 of these General Terms and Conditions of Sale
    • Authorised persons of the Beneficiary (accountant, etc.) trading with Wojo on the Beneficiary’s behalf
    • Natural person(s) invited to a Wojo Centre or an Establishment by the Beneficiary (or by the Beneficiary’s employees)
  • Categories of personal data processed
    • Civil status data:g. first name, surname
    • Identification data:g. Wojo membership card number, image of the person
    • Computer and Internet browsing data: e.g. IP address
    • Professional data: e.g. professional e-mail address, professional postal address, professional telephone number, standing/function
  • Categories of recipients of personal data
    • Wojo’s authorised internal services
    • IT/telecommunications providers
    • processors or partners involved in the execution/management of the Contract or security-related service providers (e.g. security and guard companies, IT support)
    • if necessary, certain regulated professions (e.g. lawyers)

Purpose 6: Corporate reorganisation for Wojo’s legitimate interest pursuant to Article 6.1 f of the GDPR, including in the form of a sale, merger or acquisition, sale or transfer of business or assets.

If necessary, the Service Provider is authorised to disclose the above-mentioned personal data when such disclosure is compulsory by court or administrative order or when disclosure is necessary for the Service Provider’s defence in court or administrative proceedings.

Clause 4 – Information and rights of data subjects

In accordance with the GDPR, each data subject has the right to request from the controller access to its personal data, the rectification or erasure of such data and the limitation of their processing. In some cases, the data subject also has the right to object, the right to data portability and the right to withdraw consent at any time when processing is based on consent.

It is expressly agreed that the Beneficiary guarantees to inform the natural persons acting on its behalf under the Contract, as well as the persons he/she invites or the Beneficiary’s employees about the processing of their personal data, their rights in relation to such processing and how they may exercise said rights in accordance with Articles 13 and 14 of the GDPR.

Accordingly, to exercise said rights or for any questions about the processing of personal data in this context, Wojo may be contacted

by post (we recommend registered post): Wojo, Sancho de Ávila 65, 08018 Barcelona.

In order to allow Wojo to verify its identity, the data subject must attach to the e-mail an identity document in PDF format or a photocopy of an identity document when contacting by post.

If necessary,

  • data subjects may consult their rights on on the Spanish data protection authority “Agencia Española de Proteccion de Datos”: https://www.aepd.es/es
  • and lodge a complaint with the AEPD: Agencia Española de Protección de Datos calle Jorge Juan, 6, 28001-Madrid

Clause 5 – Data storage

The above-mentioned personal data is kept for as long as necessary to achieve the purposes for which it was collected. To determine the period for which the personal data will be stored, Wojo assesses the amount, nature and sensitivity of the personal data, the potential risk resulting from unauthorised use or disclosure of the personal data, the purposes for which the personal data is processed and its legal obligations. After that, the personal data will be erased or archived in accordance with legal and regulatory requirements.

Clause 6 – Personal data processing security

Wojo undertakes to implement appropriate technical and organisational security measures to preserve the security of the personal data and protect them against deformation, alteration, accidental or unlawful destruction, damage, loss, and disclosure to or access by unauthorised persons.

In addition, when they are likely to gain knowledge of personal data, Wojo chooses processors based on the information they provide and guarantee in terms of personal data protection; Wojo also sets up controls to check that said providers meet their commitments.

However, for further clarification, it is the responsibility of the Beneficiary, the persons acting on its behalf, the Beneficiary’s employees, and the persons he/she invites to use Wojo’s computer/telecommunication network to ensure secure transmission of their personal data, in particular via the Internet, as stated above.

Clause 7 – Personal data transfers outside the EU

Wojo mainly uses processors located in the European Union or in countries considered “adequate” by the European Commission.

For personal data transfers to countries outside the European Union considered “non-adequate”, Wojo undertakes to ensure / have ensured a sufficient and appropriate level of protection for the personal data vis-à-vis the requirements of the GDPR, e.g. by executing standard contractual clauses as recommended by the European Commission.

Clause 8 – Video surveillance of Wojo Centres (excluding the Workspitality, Spots and Corners offers)

Pursuant to Article 6.1 f of the GDPR (Wojo’s legitimate interest), the common areas and surroundings of certain Wojo sites may be subject to video surveillance devices for the security of persons, premises, and property.

The rights of the data subjects and how they may be exercised are the same as those set out in this Appendix.

The images are kept for a period of one (1) month from the date on which they are recorded, other than in exceptional circumstances involving necessary checks in case of incident.

More generally, the entire video surveillance system is managed in accordance with the rules and recommendations given by the AEPD.

***

[1] As defined in the Wojo General Terms and Conditions of Sale available at https://www.wojo.com/cgv-bureau-dedie-bureau-nomade?ref=reborn_footer.

[2] As defined in the General Terms and Conditions of Sale applicable to Wojo Corner and Wojo Spot available at https://www.wojo.com/landing/cgv-coworking-animes-calmes/

[3] As defined in the Workspitality General Terms and Conditions of Sale available on request from the site manager (the “Workspitality Offer“). Capitalised terms not defined in these General Terms and Conditions of Sale shall have the meaning given to them in the Workspitality General Terms and Conditions of Sale.

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