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GENERAL TERMS & CONDITIONS

SECTION В. GENERAL TERMS AND CONDITIONS

  • DEFINITIONS

Unless as stated otherwise in Section А hereof, in the Agreement the following words and expressions will have the meanings defined below: 

    1. Acknowledgement of Review shall mean a document to be signed by the Member as proof of receipt of a copy of the Rules, and any amendments and additions thereto, made as per the form in Schedule В3 to Section В hereof.
    2. Membership Fee shall mean the monetary sum payable by the Member to the Provider for the Services hereunder and indicated in Section А hereof. The Membership Fee shall accrue and become payable by the Member from the Services Start Date.
    3. Public Authority shall mean a legislative, executive, judicial authority, municipal authorities, as well as any of their authorised officials.
    4. Services Start Date shall mean the date indicated as such in Section A hereof.
    5. Services Completion Date shall mean the date indicated as such in Section A hereof.
    6. Payment Date shall mean the 25th day of the month preceding the Reference Period for which a payment is made, except for the first Reference Period, to be paid for by the Member within Five (5) business days from the date of signing of the Agreement.
    7. Extra Services shall mean the services referred to in Schedule В2 to Section В hereof or further agreed upon by the Parties based on the Member’s request.
    8. Request shall have the meaning assigned to this term in clauses 5.2 and 5.3 of Section В hereof.
    9. Building shall have the meaning assigned to this term in Section А hereof. The Building shall include any part of the Building, as well as any Utility Systems and equipment found therein or appurtenant thereto. 
    10. Utility Systems shall mean any and all engineering and technical systems of the Building (including the Flex Office Space) designed for water supply, sewage, ventilation, air conditioning, electricity supply, communications, centralised control, vertical transportation (elevators), or security functions. The term «Utility System» or «Utility Systems» shall include any existing or future systems, networks, and equipment in the Building (including the Flex Office Space) designed for the transmission of substances or energy, as well as any auxiliary equipment accessory to them or complementing them, including, but not limited to, the general ventilation system, conditioning system, water supply and sewage system, electricity supply system, smoke exhaust system, exhaust system, low current systems, and other systems, or any elements thereof, including end-user devices, switches, controls, and shut-off and control valves. 
    11. Indexation shall mean an increase of the Membership Fee and Security Deposit within the time limits, under the procedure, and in the amount determined in Section А hereof. Unless as otherwise expressly provided in Section А, Indexation shall be deemed agreed upon by the Parties in the Agreement and requires no addendum to the Agreement to be executed by the Parties. Should signing an addendum on the Indexation be required in accordance with local regulation, the Parties shall sign such an addendum within Five (5) business days from the date of receipt of the relevant request by either Party.
  • Utility Services shall mean electricity, cold and hot water supply, wastewater removal consumed within the Flex Office Space, the cost of which shall be covered by the Membership Fee hereunder.
  1. Common Areas shall mean the areas of the Building intended for common use, including the entrance lobby, halls and elevator halls, corridors, escape corridors, foyers, staircases and stairwells, elevators, and public restrooms.
  2. Flexible Office Space shall have the meaning assigned to this term in Section А hereof. 
  3. Security Deposit shall mean the collateral securing the performance of the Member’s obligations under the Agreement.
  4. Equipment shall mean any appliances, equipment, multimedia, physical access control system, furniture and accessories installed in the Multispace.
  5. Force Majeure shall mean the extreme circumstances or events that a Party could not foresee or reasonably prevent, such as, for instance: natural disasters, wars, revolutions, uprisings, civil unrest, strikes (except for strikes by the employees of the Parties), the state’s right to confiscate property in case of a threat to national security, nuclear explosions, radioactive or chemical contamination, ionising radiation, as well as other extreme circumstances that the Parties could not foresee or reasonably prevent; lack of funds, changes in the market conditions or the rouble’s exchange rate to world currencies cannot constitute Force Majeure. Acts and omissions of the Public Authorities, caused by a violation of or incompliance with the requirements of the laws by a Party relying on such facts shall not constitute Force Majeure.
  6. Software shall mean the application. 
  7. Visitors shall mean the persons receiving visitor access to the Flexible Office Space based on the Member’s requests, under the procedure provided in the Rules. 
  8. Extra Services Fee shall mean the Extra Services Fee calculated based on the Tariffs for Extra Services, or, if no Tariffs for Extra Services are set for the relevant Extra Services, based on the price for the services that may be rendered by the Provider based on the Member’s request, as agreed upon by the Parties in the Extra Services Price Schedule. 
  9. Rules shall mean the regulations and instructions determining the procedure for accessing, using the Flexible Office Space, the rules of conduct in the Flexible Office Space, binding on the Member, its employees, visitors, suppliers and contractors, other users and members in the Flexible Office Space. 
  10. Shared Office Space shall have the meaning assigned to this term in Section А hereof. 
  11. Extra Services Price Schedule shall mean the Extra Services Price Schedule, concluded and signed by the Parties as per the form in Schedule В6 to Section В hereof, in cases where the relevant Tariffs for Extra Services are not set and the Parties separately agree on the scope and price of such Extra Services based on the Member’s request.
  12. Permitted Use shall mean the use solely for office purposes.
  13. Reference Period shall mean a time period equal to one calendar month of a calendar year.
  14. Resident shall mean an individual who is in an employment or contractual or other relationship with the Member and to whom the Provider has granted access to the Flexible Office Space using the Software, based on the Member’s Request. Provision of any Services and/or Extra Services to the Resident, including with the use of the Software, shall not in any way be interpreted as giving rise to any labour and/or civil-law relationship between the Resident and the Provider.
  15. Agreed Number of Residents shall mean the agreed number of Residents, as indicated in Section A hereof.
  16. Term shall mean the time period from the Services Start Date through the Services Completion Date, as defined in Section А hereof. The Services Start Date shall be the first day of the Term and, accordingly, the Services Completion Date shall be the last day of the Term.
  17. Tariffs for Extra Services shall mean the tariffs for Extra Services referred to in Schedule В2 to Section В hereof, as may be unilaterally amended by the Provider in accordance with the terms and conditions of the Agreement.
  18. Member’s Authorised Persons shall mean the persons designated as such in Section А hereof, provided that the list of such persons may be amended by the Member by way of a written notice given to the Provider.
  19. Provider’s Authorised Persons shall mean the persons designated as such in Section А hereof, provided that the list of such persons may be amended by the Provider by way of a written notice given to the Member.
  20. Services shall mean the set of services rendered by the Provider with respect to management of the Flexible Office Space as per the list in Schedule В1 to Section В hereof as well as other services covered by the Membership Fee in accordance with the terms and conditions of Section А hereof. If the Member does not use the Services or uses the Services partially for reasons beyond the Provider’s control, there shall be no refund to the Member and the Member may not request a reduction of the Membership Fee. For the avoidance of doubt, any services not included into the Services and not expressly covered by the Membership Fee in accordance with the terms and conditions of Section А hereof, shall constitute Extra Services. 

  • SUBJECT MATTER 
  1. Under the Agreement the Provider undertakes to render to the Member the Services provided for in the Agreement, and the Member undertakes to pay for such Services in the amount and on the terms set forth in the Agreement.
  2. At the Member’s request the Provider shall render Extra Services to the Member for the Extra Services Fee.
  3. The Services shall be rendered by the Provider to the Member throughout the Term. 
  4. The Parties may mutually agree to renew the Agreement and the Term by signing a relevant addendum to the Agreement or a new agreement. 

  • PAYMENTS
  1. The Member shall pay to the Provider the Membership Fee in the amount determined in Section А hereof. 
  2. The Membership Fee shall be subject to Indexation at the rate, under the procedure and within the time limits provided in Section А hereof.
  3. The Member shall prepay the Membership Fee to the Provider on a monthly basis no later than on the Payment Date, except for the Membership Fee for the first Reference Period, to be paid by the Member within Five (5) business days from the date of signing hereof.
  4. The Membership Fee for an incomplete Reference Period shall be paid by the Member proportionately to the number of calendar days when the Services were rendered to it in the incomplete Reference Period.
  5. If the Member requested Extra Services, the Extra Services Fee shall be paid to the Provider based on the Tariffs for Extra Services. 
  1. If no Tariffs for the relevant Extra Services were set and the Parties agree on the scope and price of such Extra Services separately at the Member’s request in the Extra Services Price Schedule, the Member shall pay to the Provider the Extra Services Fee based on the price of such Extra Services as agreed in the Extra Services Price Schedule.
  2. If the Extra Services Fee is determined based on the Tariffs for Extra Services, the Extra Services Fee shall be paid by the Member within Five (5) business days from the date of and receipt of a relevant bill from the Provider. 
  3. If the Extra Services Fee is determined based on the Extra Services Price Schedule, the Member shall prepay it to the Provider before the Provider starts rendering the relevant Extra Services, unless a different time limit and payment procedure was agreed upon by the Parties in the Extra Services Price Schedule. 
  1. The Provider may not more often than once a year throughout the Term unilaterally amend the list/scope of Extra Services and/or the Tariffs for Extra Services by giving the Member a written notice. Such amendments shall become effective upon the expiry of Five (5) business days from the date of delivery of the new version of the Tariffs for Extra Services to the Member.
  2. The Parties hereby agree that no interest shall accrue for the benefit of the Member or be paid by the Provider for the use of any prepayment and/or Security Deposit credited by the Member to the Provider hereunder.
  3. Any and all amounts indicated in the Agreement or calculated under its terms are indicated or calculated net of VAT which is to be determined at the rate applicable under the laws of Montenegro. Where payments are subject to VAT under the laws of Montenegro, the amount of VAT (at the applicable rate then in effect) shall be paid under the same procedure as the relevant payments. If the Member claims to be exempt from VAT with respect to the Membership Fee and/or other payments hereunder, it shall submit (at the moment of execution of this Agreement or as soon as such exemption becomes applicable to the Member in the future) to the Provider any and all documents that may be reasonably requested by the Provider as proof of the Member’s VAT exemption.
  4. If other indirect taxes are introduced under the laws of Montenegro on payments hereunder, the Member shall pay to the Provider the amount of all such indirect taxes at the applicable rate in addition to the payments indicated herein and under the same procedure as the relevant payments.
  5. Payments hereunder shall be made by the Member by bank transfers to the Provider’s account in euro. The Member’s obligations to make any payments hereunder shall be deemed fulfilled once the full payment amount owed and any VAT amount owed are credited to the Provider’s current account. If, for reasons beyond the Member’s control, the relevant payment is not credited from the correspondent account of the Provider’s bank to the Provider’s current account on the day when such a payment is credited to the correspondent account of the Provider’s bank, such a payment shall be deemed made on the day when it is credited to the correspondent account of the Provider’s bank.
  6. This Agreement shall serve as a ground for payment of the Membership Fee and the Security Deposit. However, in order to remind the Member of its obligation to make these payments, the Provider may issue bills to the Member for the payment of the Membership Fee or the Security Deposit. The issuance or non-issuance of a bill, as well as the timing of its issuance shall not affect the Member’s obligation to pay the Membership Fee and the Security Deposit within the time limits provided herein.
  7. The Provider may, on a monthly basis, within the first Ten (10) business days of the month following the reporting Reference Period deliver to the Member an invoice for the reporting Reference Period.
  8. If the Member makes a payment to the Provider without indicating the Member’s obligation hereunder that it relates to, the Provider shall accept the money received towards performance of any of the Member’s obligations as the Provider deems fit. 

  • SECURITY DEPOSIT
  1. The amount of the Security Deposit shall be determined in accordance with Section А hereof. The Security Deposit shall be subject to Indexation as provided in Section А hereof. 
  2. The Member shall pay the Security Deposit to the Provider within Five (5) business days from the date of signing of this Agreement. This Agreement shall serve as a ground for payment of the Security Deposit. As proof of crediting the Security Deposit to the Provider, the Member shall within Two (2) business days from the date of transfer deliver to the Provider a payment order marked by the bank as executed. In case of Indexation of the Security Deposit, the amount of increase of the Security Deposit shall be paid by the Member to the Provider within Five (5) business days from the Indexation date.
  3. The Security Deposit shall remain at the disposal and in the use of the Provider as security of proper performance by the Member of its obligations hereunder, and no interest shall accrue for the benefit of the Member or be paid by the Provider for the use of the Security Deposit.
  4. Payment by the Member of the Security Deposit shall not entitle the Member to withhold any amounts of money or not to perform all of its obligations hereunder. Payment by the Member of the Security Deposit also shall not affect the Provider’s right to make claims against the Member for the violation of any of its obligations hereunder, except for those already settled by the Parties and/or accepted by the Provider under the procedure for withholding money from the Security Deposit under the conditions of Section В hereof, as set out below.
  5. Without prejudice to any right or remedy that may be available to the Provider under the laws of Montenegro or this Agreement, the Provider may unilaterally withhold from the Security Deposit:
  • the Member’s arrears in the Membership Fee, Extra Services Fee, compensation of the Provider’s expenses, and other payments owed by the Member to the Provider hereunder; 
  • any liquidated damages (penalties, fines) hereunder;
  • documented actual losses suffered by the Provider as a result of damage caused to the Flexible Office Space and/or the Building, and/or the Provider’s property (or any parts thereof) as a result of the actions of the Member, its Residents, visitors, and contractors, as well as a result of the Member’s omissions, where the Member was duly notified of the actions required on the basis of the provisions of this Agreement, the Rules, or written notices from the Provider;
  • documented expenses (damages) incurred by the Provider as a result of the Member’s violations of the terms and conditions of the Agreement and the Rules, including as a result of improper vacation of the Flexible Office Space upon the expiry of the Term or in case of early termination hereof,

if the above amounts are not paid by the Member to the Provider within Five (5) business days from the date of receipt by the Member of the respective demand from the Provider. 

Ownership of any amounts thus withheld shall pass to the Provider on the date of the relevant withholding.

  1. The Parties agree that any withholding of the relevant amounts from the Security Deposit shall be in euro. 
  2. If the Provider at any time throughout the term of the Agreement withholds any amount from the Security Deposit, the Member shall be notified in writing, and the Member shall within Five (5) business days from the date of receipt of the relevant written notice pay to the Provider the amount necessary to replenish the Security Deposit to the initial amount consistent with the terms of the Agreement. As proof of the replenishment of the Security Deposit, the Member shall within Two (2) business days from the transfer deliver to the Provider the relevant payment order marked by the bank as executed.
  3. Within Twenty (20) business days from the Services Completion Date or in case of early termination of the Agreement (except for the cases of early termination provided in clauses 12.1 and 12.2 of Section В hereof), the Provider shall refund to the Member the amount of the Security Deposit actually received from it (less the amounts that the Provider may withhold from the Security Deposit hereunder). In cases of termination of the Agreement provided in clauses 12.1 and 12.2 of Section В hereof, the amount of the Security Deposit as at the relevant date shall be withheld by the Provider towards payment of the penalty provided in clause 12.2 of Section В hereof, and shall not be refundable to the Member.
  1. RESIDENTS
  1. The Agreed Number of Residents allowed into the Flexible Office Space at the Services Start Date is indicated in Section А hereof. 
  2. No later than Two (2) business days prior to the date when the relevant Resident shall be allowed access to the Flexible Office Space (provided that any such date cannot in any event predate the Services Start Date), the Member shall send to the Provider an electronic request as per the form in Schedule В4 to Section В hereof (hereinafter, the “Request”) with a list of Residents (indicating the full name and email of each Resident). The Request shall be submitted by the Member’s Authorised Person to the Provider’s Authorised Person. The Provider may refuse to admit the Member’s Request for execution if sent other than by the Member’s Authorised Person. If for any reason whatsoever the Member delays submission to the Provider of a Request with a list of Residents or the Request is inconsistent with the form in Schedule B4 to Section B, or the actual number of Residents falls short of the one indicated in Section A hereof, or the Residents do not avail themselves of the Services or do so partially (including do not make use of access to the Building or the Flexible Office Space) for reasons beyond the Provider’s control, that shall not affect the amount of the Membership Fee and no money shall be refunded to the Member.
  3. The Member may change the number of Residents throughout the Term as provided below in this clause:
    1. In order to change the number of Residents, the Member shall send to the Provider in electronic form a Request for an increase/decrease of the number of Residents. The Parties agree that such a Request shall:
  1. contain an updated list of Residents (indicating the full name and email of each Resident);
  2. contain a reference to the effective date of the updated list of Residents (provided that the Provider will need Two (2) business days to process the Request and the Provider cannot guarantee that the update of the list of Residents will enter the system (including the Software and the physical access control system) earlier than Two (2) business days from its receipt from the Member);
  3. the Request to change the number of Residents shall be submitted by the Member’s Authorised Person to the Provider’s Authorised Person. The Provider may refuse to admit the Member’s Request for execution if sent other than by the Member’s Authorised Person.
  1. If the number of Residents changes as provided above, such a change shall not require execution of an addendum between the Parties, but the Parties shall not be prevented from signing such an addendum by mutual agreement.
  2. If the number of Residents decreases based on the Member’s Request and falls short of the Agreed Number of Residents as indicated in Section A hereof, that shall not affect the amount of the Membership Fee and no money shall be refunded to the Member.
  3. If the number of Residents increases based on a Request and exceeds the Agreed Number of Residents as indicated in Section A hereof, the Extra Services Fee based on the Tariffs for Extra Services shall accrue and become payable with respect to the number of Residents exceeding the Agreed Number of Residents in the relevant Reference Period. 
  1. In case of violation of the time limits and procedure for the submission by the Member to the Provider of the Request(s) with a list (including updated list) of Residents, the Provider may deny relevant person’s access to the Flexible Office Space.
  1. RIGHTS AND OBLIGATIONS

  • The Provider may: 
  1. Have unobstructed access to any part of the Flexible Office Space at any time without interfering in the Member’s business, for:
    1. rendering the Services;
    2. conducting repairs, routine maintenance, technical or engineering works related to maintaining the Flexible Office Space/Building/Utility Systems in working order;
    3. in case of emergencies related to failures or threats of damage to the Building, the Flexible Office Space, the property of the Provider and/or Building owner, and/or injury to the life or health of people;
    4. showing the Flexible Office Space or any part thereof by the Provider/Building owner to potential members, buyers, chargee(s) of the Building or any part thereof, employees of banking institutions, auditors, and audit committees, as well as to tenants or other users, or to the members or the prospect members of the Flexible Office Space;
    5. inspection of the condition of the Flexible Office Space, including for checking if the Member is using the relevant premises in line with their Permitted Use and in compliance with the provisions of the Agreement and the Rules;
    6. rectifying the consequences of the Member’s breach of its obligations hereunder;
    7. taking readings of the Utility Service meters;
    8. performing other obligations of the Provider for maintaining the Flexible Office Space.
  2. Unilaterally approve, amend, and supplement the Rules, a copy whereof shall be delivered to the Member under the Acknowledgement of Review. The Rules and any amendments thereto shall become effective within Five (5) business days from their delivery to the Member, unless a later date is set directly in the Rules. The Member shall abide by the Rules as though incorporated herein. In case of discrepancies between the Rules and the terms and conditions of the Agreement, the Parties shall be guided by the Agreement. 
  3. Set up an access regime by defining the list of documents required and the procedure for accessing the Flexible Office Space.
  4. If the Member is delaying paying the Membership Fee and/or paying and/or replenishing the Security Deposit and/or making other payments hereunder for more than Five (5) calendar days, and the Member does not discharge its debt within Three (3) business days from the date of receipt of a notice of such debt from the Provider, the Provider may, at its discretion, cease the provision of the Services, networks and communications equipment for the Member’s and the Residents’ use in full or in part, and/or deny access to the Member/the Member’s Residents to the Software, or limit the use of the Software, and/or deny access to the Member/the Member’s Residents to the Flexible Office Space until the arrears in such amounts are discharged. For the avoidance of doubt, the Parties understand that such cessation of the use by the Member/Residents of the Services, networks and communications equipment in full or in part and/or restriction of the use of the Software and/or denial of access for the Member/the Member’s Residents to the Flexible Office Space shall not constitute a breach of the Agreement by the Provider, but rather efficient response to the Member’s violation of the terms and conditions of the Agreement. The Member agrees that the Provider shall not be liable for any potential damages caused to the Member, its employees/Residents, visitors, and counterparties as a result of cessation of the use by the Member/Residents of the networks and communications equipment in full or in part, and/or restriction of the use of the Software, and/or denial of access for the Member/the Member’s Residents to the Flexible Office Space on the ground provided in this clause.
  5. If it is necessary for the Provider and/or Building owner to take special measures or conduct any works by in the Shared Office Space, temporarily restrict to the Member access to the Shared Office Space in full or in part, subject to giving the Member notice at least 24 hours prior to any such measure or works by email. In case of special measures or works in the Shared Office Space, the Residents must remove all personal belongings for the duration of any such measure and/or works and leave the relevant Shared Office Space where such measure or works are conducted. For the avoidance of doubt, such measures shall not constitute a breach of the Agreement by the Provider and shall not affect the amount of the Membership Fee and no money shall be refunded to the Member.
  6. Deny access to any third party other than a Resident or a party allowed access to the Flexible Office Space under the Agreement and/or the Rules. 
  7. Conduct running and/or breakdown maintenance in the Flexible Office Space, alter the structure of the Utility Systems, as well as temporarily cease maintenance ensured with respect to the same, for the duration of such works, and the Provider shall cause as little inconvenience to the Member in doing so as possible.
  8. At its discretion, perform the reconstruction/capital repairs of the Building, and in conducting such works the Provider must ensure access to the Flexible Office Space acceptable to the Member, as well as create such conditions of the works that would not make impossible the functioning of the Multispace.
  9. Use the Member’s company name, trademark and/or service mark, or logo for advertising and/or marketing purposes with respect to the Flexible Office Space without any compensation to the Member.
  10. Engage, at its discretion, any third party for rendering services (in full or in part), managing, operating, and repairing the Flexible Office Space and/ or Building.
  • The Member may:
      1. From 9.00 a.m. on the Services Start Date and throughout the Term 24 hours per day, 7 days per week have access to the Flexible Office Space under the Agreement and the Rules.
      2. Place its property in the Private Office Space solely in line with the requirements and restrictions provided in the Agreement and the Rules.
  • The Provider undertakes:
      1. To render the Services to the Member throughout the Term.
      2. To maintain and service the Utility Systems installed by the Provider and/or Building owner, ensure conditions for the normal technical functioning of all support systems of the Flexible Office Space, eliminate any deficiencies and failures of the Utility Systems servicing the Flexible Office Space, within a reasonable time, except for failures of city power and water supply, wastewater disposal systems occurring other than through the fault of the Provider or the Building owner.
      3. At the Member’s request sent by the Member’s Authorised Person to the Provider, render Extra Services. For the avoidance of doubt, any services not included among the Services or Extra Services provided in Schedule В2 to Section В hereof, shall be rendered by the Provider only if the Parties have agreed on the scope and cost of such Extra Services in the Extra Services Price Schedule. The Extra Services Price Schedule shall be signed by the Parties and shall become effective from its signing. 
      4. Unless as otherwise expressly provided herein, not to interfere in the Member’s business operations.
  • The Member undertakes:
    1. To pay the Membership Fee, as well as make other payments in a timely manner and in full under the terms and conditions provided herein.
    2. To use any the Flexible Office Space facilities, elements, equipment, and premises strictly in line with the Permitted Use and the Rules. 
    3. To use the Building and its common areas (if applicable) in line with their designated purpose and the terms and conditions of the Agreement and the Rules. 
    4. To abstain from any activities (including those by any of the Member’s Residents and visitors) in the Flexible Office Space that: 
  • violate the Permitted Use;
  • result in a significant (beyond the thresholds established by sanitary rules and regulations for administrative premises and by the Rules) increase in the sound levels in the Flexible Office Space and the Building as a whole;
  • pose potential danger or may cause losses for the Provider/Building owner or third parties;
  • violate the requirements of the laws, including sanitary rules and regulations, as well as normative legal acts/orders/decisions of any Public Authority;
  • have resulted or may result in the disruption of the work of the Provider/Building owner, other members, users, tenants, and other parties in the Building;
  • violate the security of the Flexible Office Space or the Building, including fire safety;
  • involve using any hazardous, aggressive, explosive, fire-hazardous, radioactive, unhealthy or polluting substances, except for chemicals certified or permitted for use in normal office operations (including office cleaning supplies);
  • result in overloading the floors or ceilings of the Flexible Office Space or the bearing structures of the Building, or any Utility Systems;
  • may result in the disruption of the work of Utility Systems.
  1. Not to place the Member’s property in the Building, except as expressly permitted by the Rules, and where approved by the Provider in writing in advance.
  2. Not to install any security or surveillance systems in the Flexible Office Space.
  3. Not to prevent the Provider or Building owner from exercising any of the Provider’s rights hereunder. 
  4. Not to prevent any other members, tenants, residents, and visitors from using the Multispace.
  5. To properly use and not to damage the property of the Provider and/or Building owner located in the the Flexible Office Space/Building, including the Equipment, any improvements made in the Flexible Office Space /Building by the Provider and/or Building owner, and all Utility Systems.
  6. In case of damage to the Flexible Office Space, including the Equipment, the building, the property of the Provider or Building owner, caused by the acts and/or omissions of the Member (its Residents and/or visitors), at the Provider’s option, (i) as soon as possible, take all necessary measures to eliminate such damage (including, but not limited to, perform works to eliminate the damage, the causes and consequences of emergencies occurring through the Member’s fault); or (ii) pay to the Provider no later than within Five (5) business days from the date of receipt by the Provider of a bill, all documented costs of the Provider related to the elimination of damage and/or emergencies occurring as a result of the acts and/or omissions of the Member (its Residents and/or visitors).
  7. To comply with all statutory rules and regulations related to the use of the Flexible Office Space for the Permitted Use, including safety rules, electric safety rules, and fire safety rules (including personal safety rules for employees and visitors), sanitary, hygienic and environmental rules, as well as public order regulations. 
  8. To inform the Provider of the receipt of any notices, orders, claims, or instructions of the Public Authorities with respect to the Provider, the Building owner, the Flexible Office Space, the Building, as well as of anything that may, in the reasonable opinion of the Member, impair the interests of the Provider and/or the Building owner, within One (1) business day from the receipt of such documents.
  9. To notify the Provider immediately of any damage, breakdown, or other event damaging or threatening to damage the Flexible Office Space or the Building, and promptly take all possible measures to prevent threats or aggravation of the consequences.
  10. Without the Provider’s prior written consent, not to:
  • Make any transactions with the rights arising from the Agreement, assign the rights and obligations hereunder to another party in full or in part, make all or some of the desks or any equipment or any spaces within the Flexible Office Space available for use by third parties for consideration or free of charge;
  • Perform any works in the Flexible Office Space/Building, make any removable or non-removable improvements in the Flexible Office Space and the Building, re-plan the Flexible Office Space, alter the structural and space planning characteristics of the Flexible Office Space; 
  • Install any technical equipment in the Flexible Office Space/Building that requires a stationary connection to the Utility Systems or attachment to the structural parts of the Building;
  • Perform any works with respect to the Utility Systems and alter the Utility Systems, including those running through the Flexible Office Space;
  • Install in the building or the Flexible Office Space any items of the weight exceeding the maximum safe load of the flooring; 
  • Mount sign boards, advertisement or billboards either outside or inside the Building or the Flexible Office Space without the Provider’s approval.

In granting its consent to any of the above, the Provider may withhold or qualify it. 

  1. To disallow smoking and prohibit to the Member’s Residents, visitors, contractors, and suppliers smoking in any part of the Flexible Office Space and/or the Building (and the adjacent territory), other than in specially designated places.
  2. If it is necessary to obtain any permissions or consents from the Provider related to the performance hereof, to submit to the Provider any information and documents as it may request for such purposes. 
  3. Simultaneously with signing the Agreement, to submit to the Provider the copies of the following documents, certified by the Member’s seal and the signature of the Member’s legal representative (Director or other):
  1. Memorandum and Articles of Association;
  2. Certificate of Directors and Secretary;

(ii) Certificate of Incorporation;

(iii) Certificates of Registered Office;

(iv) Certificate of shareholders;

(v) Minutes (resolution) on the appointment of the Director(s).

In case of any changes in the above documents, the Member shall notify the Provider in writing of such changes and, at the Provider’s request, submit the certified copies of the documents requested by the Provider within Three (3) business days from the receipt of such a request.

  1. To comply with and fulfil, and cause all of the Member’s Residents and/or employees, and/or visitors, and/or contractors to comply with and fulfil the terms and conditions of this Agreement and the Rules.
  2. To perform other obligations provided herein.
  1. FORCE MAJEURE
  1. Each Party shall be exempt from liability for full or partial failure to perform its obligations hereunder, where such failure was caused by Force Majeure occurring after the execution hereof. Such a release from liability applies only to the obligations that cannot be duly performed as a result of such Force Majeure and only for the duration of Force Majeure.
  2. The Party relying on Force Majeure shall within Five (5) business days from the occurrence of such circumstances notify the other Party in writing of the same. The facts stated in such a notice shall be supported by a document issued by a duly authorised Public Authority that must be enclosed to the notice. The Public Authority’s document should contain information on the type of Force Majeure, an assessment of their impact on the performance of obligations hereunder and compliance with the terms (time limits) of performance of obligations. Failure to give such a notice and present such a document issued by a duly authorised Public Authority shall preclude the Party from invoking such circumstances as grounds for its exemption from liability for improper performance of its obligations.
  3. Where Force Majeure persists for more than Three (3) months, the Parties shall enter into negotiations and agree on a course of action.

  • LIABILITY
  1. Should the Member delay any payment hereunder owed to the Provider, including, but not limited to any payment towards the Membership Fee, Security Deposit or any part thereof, the Provider may demand that the Member pay a penalty of 0.2% (zero point two percent) of the outstanding amount for each day of delay of performance of the obligation until full discharge of the debt.
  2. The obligation to pay liquidated damages (fines, penalties) provided herein and to compensate losses/expenses shall arise provided that a Party has made a payment demand. All penalties provided herein, and documented losses and expenses shall be paid within Five (5) business days from the date of receipt by a Party of a demand to pay them, unless this Agreement expressly provides otherwise. Liquidated damages (penalties and fines) accrued hereunder shall be free of VAT. A Party’s payment of a penalty, losses, and expenses shall not release that Party from performance of its obligations hereunder.
  3. The Provider shall not be liable for any damages, or losses, or interference, or nuisance caused to the Member by any municipal utility services, electricity suppliers (or their contractors) as a result of repairs, improvement, additions, alterations or other works with respect to municipal utilities, unless that was caused by the Provider’s failure to perform or improper performance of its obligations hereunder or under agreements with third parties, including with the abovementioned services and contractors. The Provider shall not be liable for disruptions in the provision of Utility Services (supply of utility resources) and/or their inadequate quality, caused by routine and/or emergency outages and/or other acts of the utility providers.
  4. The Provider shall not be liable to the Member for failure to provide or a delay of provision of the Services, or for the Services being provided other than in full, in all cases caused by Force Majeure, as well as where such a failure or delay occurred as a result of the acts or omissions of the Public Authorities, the city utility services, utility providers or any third parties other than the Provider’s contractors, provided that such acts or omissions were not caused by a breach by the Provider of any obligation or rule of the laws and that the Provider shall do everything possible to resume the provision of the Services as soon as possible.
  5. The Provider shall ensure control of access to the Flexible Office Space, but the Provider shall not be liable for the safekeeping of the property of the Member, its Residents and visitors in the Building/the Flexible Office Space, theft, damage to or destruction of such property by third parties. 
  6. If, directly in connection with the Member’s operations, the Public Authorities and other third parties vested with necessary powers file complaints, claims, impose fines and otherwise take action to hold the Member liable for its acts and/or violations, while addressing such action to the Provider/Building owner, the Provider/Building owner shall immediately address such communications, complaints and charge such fines to the Member, and the Member shall, without any undue delay, take measures to rectify the violations and prevent them in the future, and compensate to the Provider/Building owner in full any documented expenses incurred in view of the Member’s acts and/or violations (including any fines paid by them, if applicable) within Five (5) business days from the date of receipt of the relevant demand from the Provider/Building owner.
  7. Should the Member breach any terms and conditions hereof resulting in any sanctions being imposed on the Member by the Building owner, the Member shall compensate to the Provider the documented expenses of any such liability imposed on the Provider. 
  8. The Provider may demand that the Member compensate the documented losses caused by the Member, its Residents, and visitors as a result of their violation of the procedures and rules of the use of the Flexible Office Space/Building provided by this Agreement, the Rules, and the laws, or failure to perform other obligations hereunder, and the Provider may, among other things, rectify the Member’s violations itself and demand that the Member compensate any documented expenses incurred by the Provider in this regard.
  9. The Parties hereby agree that any damages hereunder (subject to the limitations on recovering the same provided herein) shall be recoverable in full in addition to any liquidated damages (penalties, fines) provided herein. The Parties also agree that they shall not compensate to each other any lost profit hereunder, except for the lost profit that the Member shall compensate to the Provider in case of administrative suspension of its operations resulting from the Member’s violation of the laws (including immigration laws and engagement of foreign workers without the necessary permits). 
  10. Without prejudice to any provisions hereof to the contrary, the Provider’s liability to the Member hereunder shall be limited by the amount of the Membership Fee for 6 (six) months notwithstanding any subsequent Indexation (if applicable).
  11. The Member shall be liable to the Provider for the conduct of its employees (including the Residents), visitors, contractors, and other counterparties allowed into the Building or the Flexible Office Space.
  12. Should the Member’s Residents breach the terms and conditions hereof or of the Rules, if such Residents fail to immediately rectify the violation or if the violation by the Resident is persistent, the Provider may, subject to a prior written notice given to the Member, temporarily or permanently deny access to such a Resident to the Flexible Office Space, without this being deemed a violation by the Provider of the terms and conditions hereof.
  13. The Member shall, on the Provider’s demand, pay to the Provider a fine of five hundred (500) euro for each detected instance of smoking of a Resident, visitor, contractor, supplier, or another counterparty of the Member in the Flexible Office Space or the Building.
  14. Where the Residents are using work stations (desks, hot-desks) and/or conference rooms (meeting rooms, zoom rooms) in the Shared Office Space without booking via the Software, the Member shall, at the Provider’s request, pay to the Provider a fine of Five Hundred (500) euro for each detected violation.

  • DISPUTE RESOLUTION
  1. Any and all disputes and controversies that may arise between the Parties under the Agreement or in connection with its performance shall be resolved by them by negotiations. 
  2. For the purposes of compliance with the pre-trial complaint procedure, a response to a complaint shall be given within Fifteen (15) business days from the receipt by either Party of a written notice from the other Party on the existence and subject matter of the dispute. Any and all disputes, controversies, or claims arising from this Agreement and/or in connection herewith shall be resolved by the courts of Cyprus.

  • CONFIDENTIALITY
  1. Each Party undertakes not to use, for the purposes unrelated to the performance hereof, and not to disclose to any parties (other than those listed in clause 11.2 of Section В hereof), without the other Party’s prior written consent, any information that constitutes or could constitute trade secret. Trade secret shall mean any information that a Party would deem confidential under the existing normal business practices and would disclose only on a need-to-know basis to parties that need it to act or perform works for such a Party and guarantee that they will keep it confidential.
  2. Each Party may disclose such commercial information:
  • to its affiliates and joint venture partners, in each case only after obtaining written non-disclosure undertakings from such parties;
  • to its legal counsel, auditors, consultants, and agents – to any extent provided that they keep any information received confidential;
  • to a bank or another financial institution – to the extent necessary to effect payments hereunder or exercise control over payments;
  • for the Provider – to the potential buyers of the Flexible Office Space or the Provider’s rights hereunder – to any extent; to the potential chargees of the Building or any premises therein – to any extent; to contractors and other counterparties engaged by the Provider for the provision of the Services, Extra Services, and performance of other obligations hereunder – to the extent necessary for the provision of such services and performance of obligations;
  • for the Provider – the Provider may submit a copy hereof to another party that may come to own the Flexible Office Space;
  • to a stock exchange – to the extent such information must be disclosed under its rules or requirements;
  • to the Public Authorities – to the extent provided in the laws or under a judgment of a court, commercial court, or another Public Authority, binding on the relevant Party.

  • TERMINATION
  1. The Provider may unilaterally withdraw from the Agreement out of court by giving the Member a written notice in the following cases (and it is understood by the Parties that the below cases qualify as material breaches of the Agreement by the Member):
  1. if the Membership Fee or a part thereof is overdue by more than Five (5) calendar days from the due date provided herein; and/or 
  2. if the Member has delayed payment of the Security Deposit hereunder by more than Five (5) calendar days; and/or
  3. if the Member is violating the Permitted Use and/or using common areas, other premises or elements of the Building in violation of their designated use or other provisions hereof; and/or
  4. if the acts or omissions of the Member/its Residents/visitors/contractors result in a material deterioration of the condition of the premises of the Flexible Office Space/Building or a part thereof. In this clause, the Parties understand material deterioration to mean deterioration that requires restoration works for the amount of more than Ten Thousand (10,000) euro (net of VAT); and/or
  5. if the Member’s breach of the requirements provided herein causes actual damage to the Provider’s property for the amount exceeding Ten Thousand (10,000) euro (net of VAT); and/or
  6. if there is an assignment of rights hereunder or a transfer to third parties (other than the Residents) of rights to use any elements, equipment, and spaces of the Flexible Office Space, without the Provider’s prior approval; and/or
  7. if the Member acted without a prior written consent of the Provider where its acts required such a consent hereunder; and/or
  8. if the Member performs re-planning works or works affecting the structural elements or the exterior of the Building, installs extra and/or new Utility Systems in the Building or alters the existing Utility Systems, in each case without the Provider’s approval; and/or 
  9. if there is a breach of any of the Member’s representations in clause 14.1 hereof; and/or
  10. if the Member is liquidated under the laws of the country of its incorporation (or otherwise wound up under the laws of the country of its incorporation) or declared bankrupt, or a liquidation or any insolvency (bankruptcy) procedure is commenced with respect to it, or if external management is ordered with respect to it.

In the cases provided in paragraphs (а) – (b) of clause 11.1 of Section В hereof, the Provider may unilaterally withdraw from the Agreement out of court only after sending to the Member a prior written request to rectify the breach committed and the Member’s failure to do so within Five (5) business days from the date of receipt by the Member of said notice from the Provider.

In the cases provided in paragraphs (c) – (i) of clause 11.1 of Section В hereof, the Provider may unilaterally withdraw from the Agreement out of court only after sending to the Member a prior written request to rectify the breach committed and the Member’s failure to do so within Ten (10) business days from the date of receipt by the Member of said notice from the Provider.

If the Provider unilaterally withdraws from the Agreement on the grounds set out in clause 11.1 of Section В hereof, this Agreement shall be deemed terminated from the date indicated in the Provider’s written notice of termination that shall not in any event be earlier than Three (3) business days from the date of receipt by the Member of the Provider’s notice of termination.

  1. Without prejudice to other rights and remedies available to the Provider hereunder or under the laws of Montenegro, if the Agreement is terminated as a result of the Provider’s unilateral out-of-court withdrawal from the Agreement under clause 11.1 hereof or in court for reasons related to the Member’s failure to perform or improper performance of its obligations hereunder, the Member shall, at the Provider’s written request, within Five (5) business days from and excluding the date of receipt by the Member of the Provider’s demand, pay to the Provider a penalty in the amount of the Membership Fee for Twelve  (12) months, applicable as at the termination date hereof. The Parties hereby confirm that any and all amounts owed to the Provider under this clause may be unilaterally withheld by it at its discretion from the money credited by the Member to the Provider in pursuance hereof, including from the Security Deposit.

The Parties hereby confirm that they have voluntarily set the amount of penalty provided in this clause, and that it is fair, reasonable and proportionate to the consequences of termination hereof.

  1. The Member may unilaterally withdraw from the Agreement out of court by giving the Provider a written notice in the following cases: 
  1. if, in breach of the terms and conditions hereof as a result of the wrongful acts or omissions of the Provider, the Member is denied access to the Flexible Office Space for more than Ten (10) consecutive business days from and including the date of receipt by the Provider of the Member’s written notice of failure to provide such access; and/or 
  2. if the Member is unable to use the Flexible Office Space and has effectively failed to use the Flexible Office Space due to cessation of electricity and/or cold water supply of the Flexible Office Space (hereinafter, “Utility Services Supply”) as a result of the wrongful acts or omissions of the Provider, and such cessation of the Utility Services Supply and failure to use the Flexible Office Space persist for more than Ten (10) consecutive business days from and including the date of receipt by the Provider of the Member’s written notice of such failure to use and cessation of the Utility Services Supply; and/or
  3. if the Provider is liquidated or otherwise wound up under the laws of the country of its incorporation, except for the Provider’s reorganisation resulting in full succession of all of the Provider’s rights and obligations hereunder by another legal entity.

In the cases provided in paragraphs (а) – (b) of clause 11.3 of Section В hereof, the Member may unilaterally withdraw from the Agreement out of court only after sending to the Provider a prior written request to rectify the breach committed and the Provider’s failure to do so within Ten (10) business days from the date of receipt by the Member of said notice from the Member.

If the Member unilaterally withdraws from the Agreement on the grounds set out in clause 11.3 of Section В hereof, this Agreement shall be deemed terminated from the date indicated in the Member’s written notice of termination that shall not in any event be earlier than Three (3) business days from the date of receipt by the Provider of the Member’s notice of termination.

  1. VACATION OF THE FLEXIBLE OFFICE SPACE BY THE MEMBER
  1. Access by the Member (including Residents) to the Flexible Office Space shall be terminated from 00.01 a.m. on the day immediately following the Services Completion Date or the date of early termination hereof.
  2. The Member shall vacate the Flexible Office Space no later than on the Services Completion Date (provided that the Agreement is not renewed by agreement between the Parties) or by the date of early termination hereof, including:
  1. the Member’s obligation to remove all of the property of the Member and/or the Member’s Residents and/or visitors, any removable improvements, including furniture, office equipment and any other items of the Member from the Flexible Office Space, and rectify any damage caused to the Building owner and/or the Provider by such removal (damage to the Building/the Flexible Office Space) including traces of deinstallation, in full;
  2. replace any damaged (normal wear and tear excepted) or lost property of the Provider and/or Building owner, including the Utility Systems, with property of the same quality, if such property was damaged or lost through the Member’s fault, or compensate to the Provider/Building owner the documented costs of restoration and/or replacement of such property, including the Utility Systems;
  3. dismount any sign boards mounted by the Member. The Member shall also rectify any damage to the Building and/or the Flexible Office Space caused by any sign boards or works to dismount the same. 
  1. The Provider shall not compensate to the Member the cost of any improvements in the Flexible Office Space.
  2. The Provider shall view any property left by the Member in the Flexible Office Space (after the Member’s vacation of the Flexible Office Space) as intentionally left or abandoned and dispose of it as it deems fit. The Member agrees that in such a case the Provider shall not be liable for the safekeeping of such property found in the Flexible Office Space. The Provider will also be entitled to remove any property found in the Flexible Office Space that does not belong to the Provider to a place designated by the Provider independently and/or decide the fate of such property (including dispose of it) and charge all documented costs of removal, safekeeping, sale, and disposal of such property to the Member. The Parties agree that should the Provider decide to dispose of the Member’s property as provided in this clause, the Provider shall act as a commission agent and the Member shall pay to it the fee under the procedure provided in the laws.
  3. Should the Member fail to fulfil the requirements listed in clause 12.1 hereof, the Provider may perform the necessary works using its own efforts/by engaging third parties, and the Member shall compensate to the Provider in full any damage caused and the costs of rectifying the same and conducting relevant works, by making a cash payment within Five (5) business days from the receipt of the relevant request from the Provider.

  • ENTRY INTO FORCE 
  1. This Agreement shall enter into force for the Parties from its signing by the Parties. 

  • REPRESENTATIONS
  1. Each Party represents to the other Party that:
  1. it is a legal entity duly incorporated and carrying out business activities in accordance with the laws of the country of incorporation;
  2. it has obtained all permits, licences, and/or approvals necessary for the execution and performance of this Agreement under the applicable laws, as well as the incorporation documents of the Parties;
  3. the execution and performance of this Agreement will not result in a breach by the Parties of any requirements of the laws, any provisions of any agreements, contracts, court injunctions and/or orders, binding on the Parties, or any provisions of the incorporation documents of the Parties;
  4. as at the date of signing of this Agreement, there are no pending court proceedings or complaints on the part of Public Authorities or third parties that may prevent the Parties from executing or performing this Agreement.
  1. A fundamental change of circumstances that the Parties proceeded from when concluding this Agreement (including, but not limited to, a financial crisis, foreign economic sanctions, changes in currency exchange rates, fluctuations or developments in the city commercial real estate market, changes of the key rate and/or changes of commercial loan rates and/or changes in the budgetary policies, changes of stock prices of oil, natural gas, metals, and other goods, as well as other similar situations and events), shall not constitute grounds for amending or terminating this Agreement by any of the Parties.
  2. Each Party represents to the other Party that:
  1. this Agreement as a whole and each of its provisions separately is a result of good faith negotiations between the Parties and a result of mutual concessions made by each Party in order to reach an agreement and conclude this Agreement;
  2. none of the provisions in this Agreement results from one Party imposing its will on the other Party; 
  3. each of the Parties confirms that it believes the terms and conditions of this Agreement as a whole and each of the provisions of the Agreement separately to be commercially viable and consistent with the interests of each of the Parties;
  4. neither Party may be regarded as a party that is not a professional participant of the commercial real estate market. 
  1. Unless as otherwise expressly provided herein, a breach of representations by any Party shall entitle the other Party to claim damages, but shall not entitle it to unilaterally withdraw from this Agreement. 
  1. FINAL PROVISIONS
  1. When interpreting this Agreement, the following shall be taken into account:
  • the obligation of any Party to refrain from any actions or omissions shall also encompass the obligation to cause the officers, representatives, and employees of such a Party to refrain from such actions or omissions as well;
  • where it is necessary to obtain an approval or consent of the Provider or the Member, such approvals and consents shall be deemed valid only if given in writing;
  • “days” shall be understood to mean calendar days (unless as otherwise expressly provided herein);
  • “business days” shall be understood to mean calendar days, save for weekends and public holidays designated by the laws of Montenegro, as well as weekends transferred to business days by a decision of an authorised Public Authority;
  • definitions of terms and expressions in the singular shall also cover the same in the plural, and vice versa, 
  • persons shall be understood to mean both individuals and legal entities;
  • references to articles, paragraphs, subparagraphs, and schedules shall be understood as references to articles, paragraphs, and subparagraphs of the Agreement, as well as the schedules hereto;
  • headings of articles, paragraphs, and schedules are used for convenience only and shall not affect the interpretation of the content of such articles, paragraphs, and schedules;
  • the terms “including”, “among other things”, and “includes” shall mean “including, but not limited to”;
  • references to “costs”, or “expenses”, or “damages” shall be to all documented costs, expenses, or damages, respectively, even if the text of the Agreement does not refer to “documented costs, expenses, or damages”.
  1. If any term, condition, or provision of the Agreement is declared invalid, unlawful, or inapplicable for any reason by a court judgment or otherwise, such invalidity, unlawfulness, or inapplicability shall not affect and preclude the validity, lawfulness, or applicability of the other terms, conditions, and provisions of the Agreement. The Parties undertake to take action to supplement, amend, or replace any and all such invalid or unlawful provisions with valid, lawful, and applicable provisions that shall have the economic effect as close as possible to one originally intended by the Parties and shall not lead to the revision of the material terms, conditions, and provisions of the Agreement. 
  2. Any amendments and additions hereto shall be valid if made in writing and duly signed by the authorised representatives of the Parties. The Parties confirm that any and all payments provided in the Agreement shall not be amended or revised unilaterally on the initiative of any Party, except where they are changed in accordance with those amendment mechanisms approved by the Parties herein. 
  3. Unless as otherwise specifically stated in the Agreement, any notifications, approvals, consents, permits, invoices, tax invoices, certificates, or other communications pertaining to the Agreement shall be made in writing in English and signed by the authorised representatives of the Parties, and shall be delivered in person with an acknowledgment of receipt with a delivery notice and a list of enclosures, or by courier to the postal address of the recipient indicated in Section A hereof. 

Scanned copies of notifications and other correspondence pertaining to the performance of the Agreement shall be sent to the email addresses of the Parties indicated in Section A hereof.

  1. If a Party’s correspondence address changes, it shall within Three (3) business days notify the other Party to that effect. Until the other Party is properly notified, all correspondence sent to the previous address shall be deemed duly delivered. 
  2. Any and all communications shall be valid from the date of their delivery to the relevant correspondence address. A communication shall also be deemed delivered where it has been delivered to the person to whom it was sent (the addressee), but due to circumstances within the control of the addressee, it was not handed over to the addressee, or the addressee has not familiarised himself/herself with it or refused to receive it. 
  3. The Parties warrant that all notifications, certificates, and other documents executed in connection with the performance of the Agreement, sealed by the Parties or made on the letterheads of the Parties, will be signed by authorised persons vested with necessary powers. In view of this warranty given, in resolving whether a document is valid, the Parties shall be precluded from asserting that any document sealed by a Party and made on a Party’s letterhead was signed by an unauthorised person.
  4. This Agreement and any schedules hereto constitute the entire agreement between the Parties and supersede all previous agreements or arrangements between the Parties, both written and oral.
  5. This Agreement shall be governed by the laws of Montenegro. 
  6. In case of changes in the details of any of the Parties, its legal status, or the person authorised to sign documents on behalf of that Party, that Party shall within Three (3) business days notify the other Party in writing of such a change, communicating the new details, as well as providing proof of such a change. Any and all acts undertaken by the Parties using the former details before the receipt of the notice of their change shall be deemed duly undertaken and shall be counted towards the performance of obligations. The Parties shall also notify each other in writing in advance of the commencement of liquidation or bankruptcy procedures with respect to a Party, attachment of property or bank accounts of a Party, as well as other legal measures affecting any of the Parties, that may influence the performance by the Party of its obligations hereunder.
  7. The Parties acknowledge and agree that:

– this Agreement is an agreement for the provision of services;

– none of the provisions hereof shall be interpreted and applied as the provisions of an agreement whereby the Member is leased any premises, their parts, or any property;

– the Member is making this Agreement in connection with business operations, rather than as a consumer, and all applicable normative legal acts on the protection of consumer rights shall not apply hereto and shall be excluded hereby.

  1. The list of Schedules making an integral part hereof is as follows:
  • Schedule B1: List of the Services covered by the Membership Fee
  • Schedule В2: Extra Services and Tariffs for Extra Services 
  • Schedule В3: Template Acknowledgment of Review
  • Schedule В4: Template Request with a list of Residents 
  • Schedule В5: Template Extra Services Price Schedule 

SCHEDULE B1 TO SECTION B

LIST OF SERVICES COVERED BY THE MEMBERSHIP FEE

Maintenance of the Building The Provider shall, using its own efforts or by engaging third parties, throughout the Term, ensure proper maintenance of the Building, including by the means of the following:

  1. technical servicing and undertaking current repairs of the Flex Office Space’s engineering equipment, including elevators (if applicable), in accordance with the requirements of the laws of Montenegro;
  1. regular cleaning of the Building’s common areas;
  1. separate collection, accumulation, and disposal of waste (except for the Member’s construction waste, if applicable);
  1. rat and pest control and extermination in the Building;
Services in the Flexible Office Space The Provider shall, using its own efforts or by engaging third parties, throughout the Term, ensure the provision of the following services in Flex Office Space:

Maintenance and Management

  1. cleaning: general cleaning of the premises once each business day and routine cleaning during each business day;
  1. providing the Flex Office Space with the Utility Services, as well as ventilation and air conditioning services, every day, except for the periods when the supply of the relevant Utility Services is terminated by an organisation providing the relevant Utility Service for repairs, technical maintenance, or another reason beyond the control of the Provider, or except for the periods when the networks are shut down due to an accident and/or emergency situation, or necessary major repairs undertaken by the Provider;
  1. keeping in working order, routine technical servicing, and undertaking current repairs within time limits set by the Provider (except where the need to undertake repairs is caused by the acts/omissions of the Member, and/or its Residents, and/or its contractors);
  1. separate collection of waste, paper waste, and food waste;
  1. supplying tableware, drinking water systems providing cold/hot/sparkling water to the coffee stations (within the Flexible Office Space Business Hours);
  1. supplying necessary expendable materials to the bathrooms.
  1. keeping in working order printing device (s) and supplying printing device with necessary expendable materials
  1. 24/7 video surveillance,

Technology and IT-services

  1. access to the Flexible Office Space using mobile app;
  1. access to the Wi-Fi Setting up one Wi-Fi network;
  1. telecommunications services; 
  1. conference rooms furnished with videoconference systems;
  1. IT support of the equipment and systems;

Hospitality Service

 

  1. access for all of the Member’s Residents to the Shared Office Space;
  1. greet guests of the Member in the Flexible Office Space reception area during the Business Hours; 
  1. receive correspondence and deliveries of the Member,
  1. arrange internal & external networking events,
  1. support in coordination of the Members’ corporate events,

The list of Services may be amended and supplemented, as reasonably determined by the Provider, in order to ensure the proper maintenance of the Flexible Office Space.

SCHEDULE B2 TO SECTION B

EXTRA SERVICES AND TARIFFS FOR EXTRA SERVICES

SCHEDULE B3 TO SECTION B

TEMPLATE ACKNOWLEDGEMENT OF REVIEW

ACKNOWLEDGEMENT OF REVIEW

MONTECO MNE DОО, a company duly incorporated under the laws of the Montenegro, with registration № 03466949 with registered address at VLADIMIRA ROLOVICA F2 BAR, (the «Provider») on the one hand, and

________________, a company duly incorporated under the laws of the _________, with registration №______, with registered address at ________________________________________________, (the «Member») on the other hand,

hereinafter referred to together as the «Parties» and separately as a «Party», have executed this Acknowledgement of Review under Membership Agreement dated ____ _______ 202__ (hereinafter, the “Agreement”) as follows:

  1. The Member hereby confirms receipt from the Provider of the Rules [amendments/additions thereto] in accordance with the terms and conditions of the Agreement.
  1. The Member undertakes to abide by the Rules and assumes responsibility for their observance in accordance with the terms and conditions of the Agreement.
  1. This Acknowledgement of Review is made and signed in Two (2) counterparts of equal legal force, one for each of the Parties. 
  1. Signatures of the Parties:
Provider: Member:
__________________

______________________

 __________________

______________________

SCHEDULE B4 TO SECTION B

TEMPLATE REQUEST

Request with a List of Residents

Date of the Request: ____ _________ 20____ [the Member to indicate the date of submission of the Request]

Effective date of the [updated] List of Residents shall apply: ____ _________ 20____ 

[The Member shall indicate a date no earlier than 2 business days from the date of receipt of the Request by the Provider, as the Provider will need 2 business days to update the information in the system]

List of Residents

Resident’s Surname and Name  Resident’s Email

[If there are changes in the List of Residents, the Member shall submit a Request together with an amended List of Residents in accordance with the above form; all active Residents shall be kept on the list, all Residents who left shall be removed, and new Residents shall be added. Each new Request together with an updated List of Residents, made at a later date and submitted to the Provider, shall annul the Member’s Requests made at earlier dates and submitted to the Provider.] 

SCHEDULE B5 TO SECTION B

TEMPLATE EXTRA SERVICES PRICE SCHEDULE

Extra Services Price Schedule

Date: ____________

№ Description of Extra Service Price of Extra Service Due Date for Paying for Extra Service

SIGNATURES

Provider: Member:
__________________

______________________

 __________________

______________________
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